Appendix A

         RATINGS DEFINITIONS

Below are summaries of the rating definitions used by the  nationally-recognized
rating agencies listed below.  Those ratings represent the opinion of the agency
as to the credit quality of issues that they rate. The summaries below are based
upon publicly available information provided by the rating organizations.

Moody's Investors Service, Inc. ("Moody's")

Long-Term Ratings: Bonds and Preferred Stock Issuer Ratings

Aaa:  Bonds and  preferred  stock rated "Aaa" are judged to be the best quality.
They  carry the  smallest  degree of  investment  risk.  Interest  payments  are
protected  by a large or by an  exceptionally  stable  margin and  principal  is
secure.  While the various protective elements are likely to change, the changes
that can be  expected  are most  unlikely  to impair  the  fundamentally  strong
position of such issues.

Aa: Bonds and preferred stock rated "Aa" are judged to be of high quality by all
standards. Together with the "Aaa" group, they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins of
protection  may not be as large  as with  "Aaa"  securities  or  fluctuation  of
protective  elements may be of greater  amplitude or there may be other elements
present which make the long-term risk appear  somewhat larger than that of "Aaa"
securities.

A:  Bonds and  preferred  stock  rated "A"  possess  many  favorable  investment
attributes and are to be considered as upper-medium grade  obligations.  Factors
giving  security to principal and interest are considered  adequate but elements
may be present which  suggest a  susceptibility  to impairment  some time in the
future.

Baa:  Bonds  and  preferred  stock  rated  "Baa"  are  considered   medium-grade
obligations;  that is, they are neither  highly  protected  nor poorly  secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and have speculative characteristics as well.

Ba:  Bonds  and  preferred  stock  rated  "Ba" are  judged  to have  speculative
elements. Their future cannot be considered  well-assured.  Often the protection
of interest and  principal  payments  may be very  moderate and thereby not well
safeguarded  during  both good and bad times  over the  future.  Uncertainty  of
position characterizes bonds in this class.

B: Bonds and preferred  stock rated "B" generally  lack  characteristics  of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

Caa: Bonds and preferred stock rated "Caa" are of poor standing. Such issues may
be in  default  or there may be  present  elements  of danger  with  respect  to
principal or interest.

Ca:  Bonds and  preferred  stock  rated  "Ca"  represent  obligations  which are
speculative  in a high  degree.  Such  issues are often in default or have other
marked shortcomings.

C: Bonds and  preferred  stock rated "C" are the lowest class of rated bonds and
can be regarded as having  extremely  poor  prospects of ever attaining any real
investment standing.

Moody's  applies  numerical  modifiers  1,  2,  and  3 in  each  generic  rating
classification  from "Aa" through  "Caa." The modifier  "1"  indicates  that the
obligation ranks in the higher end of its generic rating category;  the modifier
"2" indicates a mid-range  ranking;  and the modifier "3" indicates a ranking in
the lower end of that generic rating category. Advanced refunded issues that are
secured by certain assets are identified with a # symbol.

Prime  Rating  System  (Short-Term  Ratings - Taxable  Debt)  These  ratings are
opinions of the ability of issuers to honor  senior  financial  obligations  and
contracts.  Such obligations  generally have an original  maturity not exceeding
one year, unless explicitly noted.

Prime-1:  Issuer has a superior ability for repayment of senior  short-term debt
obligations.

Prime-2:  Issuer has a strong  ability for repayment of senior  short-term  debt
obligations.  Earnings  trends and coverage  ratios,  while  sound,  may be more
subject to variation. Capitalization characteristics,  while appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

Prime-3:  Issuer has an acceptable  ability for  repayment of senior  short-term
obligations.  The effect of industry characteristics and market compositions may
be more  pronounced.  Variability  in earnings and  profitability  may result in
changes in the level of debt protection  measurements and may require relatively
high financial leverage. Adequate alternate liquidity is maintained.

Not Prime: Issuer does not fall within any Prime rating category.

Standard amp; Poor's Ratings Services  ("Standard amp;  Poor's"),  a division of
The McGraw-Hill Companies, Inc.

Long-Term  Issue  Credit  Ratings  Issue  credit  ratings  are based in  varying
degrees, on the following  considerations:  o Likelihood of payment-capacity and
willingness of the obligor to meet its financial  commitment on an obligation in
accordance with the terms of the  obligation;  o Nature of and provisions of the
obligation;  and o  Protection  afforded  by,  and  relative  position  of,  the
obligation  in the event of  bankruptcy,  reorganization,  or other  arrangement
under the laws of bankruptcy and other laws  affecting  creditors'  rights.  The
issue ratings  definitions are expressed in terms of default risk. As such, they
pertain to senior  obligations of an entity.  Junior  obligations  are typically
rated  lower  than  senior  obligations,   to  reflect  the  lower  priority  in
bankruptcy, as noted above.

AAA: An obligation rated "AAA" have the highest rating assigned by Standard amp;
Poor's.  The  obligor's  capacity  to  meet  its  financial  commitment  on  the
obligation is extremely strong.

AA: An obligation  rated "AA" differ from the highest rated  obligations only in
small  degree.  The obligor's  capacity to meet its financial  commitment on the
obligation is very strong.

A: An obligation  rated "A" are somewhat more susceptible to the adverse effects
of  changes  in  circumstances  and  economic  conditions  than  obligations  in
higher-rated  categories.  However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB: An obligation rated "BBB" exhibit adequate protection parameters.  However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened  capacity  of the  obligor to meet its  financial  commitment  on the
obligation.

BB, B, CCC, CC, and C An obligation  rated `BB', `B',  `CCC',  `CC', and `C' are
regarded as having significant speculative  characteristics.  `BB' indicates the
least degree of speculation  and `C' the highest.  While such  obligations  will
likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposures to adverse conditions.

BB: An  obligation  rated  "BB" are less  vulnerable  to  nonpayment  than other
speculative issues.  However,  they face major ongoing uncertainties or exposure
to adverse business,  financial,  or economic conditions which could lead to the
obligor's   inadequate  capacity  to  meet  its  financial   commitment  on  the
obligation.

B: An obligation  rated "B" are more vulnerable to nonpayment  than  obligations
rated "BB",  but the obligor  currently  has the capacity to meet its  financial
commitment  on  the  obligation.   Adverse  business,   financial,  or  economic
conditions will likely impair the obligor's  capacity or willingness to meet its
financial commitment on the obligation.

CCC: An obligation rated "CCC" are currently  vulnerable to nonpayment,  and are
dependent upon favorable  business,  financial,  and economic conditions for the
obligor to meet its  financial  commitment  on the  obligation.  In the event of
adverse business,  financial, or economic conditions,  the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated "CC" are currently highly vulnerable to nonpayment.

C:  Subordinated  debt or preferred  stock  obligations  rated "C" are currently
highly vulnerable to nonpayment. The "C" rating may be used to cover a situation
where a bankruptcy petition has been filed or similar action taken, but payments
on this  obligation  are  being  continued.  A "C" also  will be  assigned  to a
preferred stock issue in arrears on dividends or sinking fund payments, but that
is currently paying.

D: An obligation  rated "D" are in payment  default.  The "D" rating category is
used when  payments  on an  obligation  are not made on the date due even if the
applicable  grace period has not expired,  unless  Standard amp; Poor's believes
that such payments  will be made during such grace  period.  The "D" rating also
will be used upon the filing of a bankruptcy petition or the taking of a similar
action if payments on an obligation are jeopardized.

     The ratings  from "AA" to "CCC" may be  modified by the  addition of a plus
     (+) or minus (-) sign to show  relative  standing  within the major  rating
     categories.

     c: The `c' subscript is used to provide additional information to investors
     that the bank may terminate its  obligation to purchase  tendered  bonds if
     the  long-term  credit  rating of the  issuer is below an  investment-grade
     level and/or the issuer's bonds are deemed taxable.

     p: The letter `p' indicates that the rating is  provisional.  A provisional
     rating  assumes the  successful  completion of the project  financed by the
     debt being rated and indicates that payment of debt service requirements is
     largely or entirely dependent upon the successful, timely completion of the
     project. This rating,  however,  while addressing credit quality subsequent
     to completion of the project,  makes no comment on the likelihood of or the
     risk of  default  upon  failure of such  completion.  The  investor  should
     exercise his own judgment with respect to such likelihood and risk.

     Continuance of the ratings is contingent  upon Standard amp; Poor's receipt
     of an  executed  copy of the  escrow  agreement  or  closing  documentation
     confirming investments and cash flows.

     r: The `r' highlights  derivative,  hybrid,  and certain other  obligations
     that Standard amp;  Poor's  believes may experience high volatility or high
     variability in expected returns as a result of noncredit risks. Examples of
     such  obligations  are securities with principal or interest return indexed
     to equities,  commodities,  or currencies;  certain swaps and options;  and
     interest-only and principal-only mortgage securities. The absence of an `r'
     symbol should not be taken as an indication that an obligation will exhibit
     no volatility or variability in total return.

     N.R. Not rated.

     Debt  obligations of issuers  outside the United States and its territories
     are rated on the same basis as domestic corporate and municipal issues. The
     ratings  measure the  creditworthiness  of the obligor but do not take into
     account currency exchange and related uncertainties.

     Bond Investment Quality Standards

     Under present  commercial bank regulations issued by the Comptroller of the
     Currency,  bonds rated in the top four categories (`AAA', `AA', `A', `BBB',
     commonly  known as  investment-grade  ratings)  generally  are  regarded as
     eligible for bank  investment.  Also, the laws of various states  governing
     legal investments  impose certain rating or other standards for obligations
     eligible  for  investment  by savings  banks,  trust  companies,  insurance
     companies, and fiduciaries in general

     Short-Term Issue Credit Ratings  Short-term  ratings are generally assigned
     to those obligations  considered  short-term in the relevant market. In the
     U.S., for example,  that means  obligations with an original maturity of no
     more than 365 days-including commercial paper.

     A-1: A short-term  obligation  rated "A-1" is rated in the highest category
     by Standard  amp;  Poor's.  The  obligor's  capacity to meet its  financial
     commitment  on the  obligation  is strong.  Within this  category,  certain
     obligations  are  designated  with a plus sign (+). This indicates that the
     obligor's capacity to meet its financial commitment on these obligations is
     extremely strong.

     A-2: A short-term  obligation  rated "A-2" is somewhat more  susceptible to
     the adverse  effects of changes in  circumstances  and economic  conditions
     than  obligations  in higher  rating  categories.  However,  the  obligor's
     capacity  to  meet  its   financial   commitment   on  the   obligation  is
     satisfactory.

     A-3: A  short-term  obligation  rated "A-3"  exhibits  adequate  protection
     parameters.  However, adverse economic conditions or changing circumstances
     are more  likely to lead to a weakened  capacity of the obligor to meet its
     financial commitment on the obligation.

     B: A  short-term  obligation  rated "B" is regarded  as having  significant
     speculative characteristics. The obligor currently has the capacity to meet
     its financial commitment on the obligation; however, it faces major ongoing
     uncertainties which could lead to the obligor's inadequate capacity to meet
     its financial commitment on the obligation.

     C: A short-term  obligation rated "C" is currently vulnerable to nonpayment
     and  is  dependent  upon  favorable  business,   financial,   and  economic
     conditions  for  the  obligor  to  meet  its  financial  commitment  on the
     obligation.

     D: A short-term  obligation rated "D" is in payment default. The "D" rating
     category is used when  payments on an  obligation  are not made on the date
     due even if the applicable  grace period has not expired,  unless  Standard
     amp;  Poor's  believes  that such  payments  will be made during such grace
     period.  The "D" rating  also will be used upon the filing of a  bankruptcy
     petition or the taking of a similar action if payments on an obligation are
     jeopardized.

     Notes: A Standard amp;  Poor's note rating  reflects the liquidity  factors
     and market  access risks unique to notes.  Notes due in three years or less
     will likely receive a note rating.  Notes maturing  beyond three years will
     most likely receive a long-term debt rating. The following criteria will be
     used in making that  assessment:  o  Amortization  schedule-the  larger the
     final  maturity  relative to other  maturities,  the more likely it will be
     treated as a note; and o Source of payment-the  more dependent the issue is
     on the market for its refinancing,  the more likely it will be treated as a
     note.

     SP-1:  Strong capacity to pay principal and interest.  An issue with a very
     strong capacity to pay debt service is given a (+) designation.

     SP-2:  Satisfactory  capacity  to pay  principal  and  interest,  with some
     vulnerability  to adverse  financial and economic  changes over the term of
     the notes.

     SP-3: Speculative capacity to pay principal and interest.

     Fitch,  Inc.  International  credit  ratings  assess the  capacity  to meet
     foreign currency or local currency commitments. Both "foreign currency" and
     "local currency" ratings are internationally  comparable  assessments.  The
     local  currency  rating  measures  the  probability  of payment  within the
     relevant sovereign state's currency and jurisdiction and therefore,  unlike
     the foreign  currency  rating,  does not take account of the possibility of
     foreign exchange controls limiting transfer into foreign currency.

     International  Long-Term Credit Ratings The following ratings scale applies
     to foreign currency and local currency ratings.

     Investment Grade:

     AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of
     credit risk.  They are assigned  only in the case of  exceptionally  strong
     capacity for timely  payment of  financial  commitments.  This  capacity is
     highly unlikely to be adversely affected by foreseeable events.

     AA: Very High Credit Quality. "AA" ratings denote a very low expectation of
     credit risk.  They  indicate a very strong  capacity for timely  payment of
     financial  commitments.  This capacity is not  significantly  vulnerable to
     foreseeable events.

     A: High Credit  Quality.  "A" ratings  denote a low  expectation  of credit
     risk.  The  capacity  for  timely  payment  of  financial   commitments  is
     considered strong. This capacity may,  nevertheless,  be more vulnerable to
     changes in  circumstances  or in economic  conditions  than is the case for
     higher ratings.

     BBB: Good Credit Quality.  "BBB" ratings indicate that there is currently a
     low  expectation  of credit  risk.  The  capacity  for  timely  payment  of
     financial  commitments  is  considered  adequate,  but  adverse  changes in
     circumstances  and in  economic  conditions  are more likely to impair this
     capacity. This is the lowest investment-grade category.

Speculative Grade:

          BB: Speculative.  "BB" ratings indicate that there is a possibility of
          credit risk developing, particularly as the result of adverse economic
          change over time. However,  business or financial  alternatives may be
          available to allow financial  commitments to be met.  Securities rated
          in this category are not investment grade.

          B: Highly  Speculative.  "B" ratings indicate that significant  credit
          risk is present,  but a limited  margin of safety  remains.  Financial
          commitments are currently being met.  However,  capacity for continued
          payment  is  contingent  upon  a  sustained,  favorable  business  and
          economic environment.

          CCC, CC C: High Default Risk. Default is a real possibility.  Capacity
          for meeting  financial  commitments is solely reliant upon  sustained,
          favorable business or economic  developments.  A "CC" rating indicates
          that  default  of some  kind  appears  probable.  "C"  ratings  signal
          imminent default.

          DDD, DD, and D: Default.  The ratings of  obligations in this category
          are based on their prospects for achieving partial or full recovery in
          a  reorganization  or  liquidation  of  the  obligor.  While  expected
          recovery  values are highly  speculative  and cannot be estimated with
          any  precision,  the  following  serve as  general  guidelines.  "DDD"
          obligations have the highest  potential for recovery,  around 90%-100%
          of outstanding amounts and accrued interest.  "DD" indicates potential
          recoveries  in the  range  of  50%-90%,  and "D" the  lowest  recovery
          potential, i.e., below 50%.

          Entities rated in this category have defaulted on some or all of their
          obligations.  Entities  rated  "DDD"  have the  highest  prospect  for
          resumption of  performance  or continued  operation  with or without a
          formal  reorganization  process.  Entities  rated  "DD"  and  "D"  are
          generally  undergoing a formal  reorganization or liquidation process;
          those  rated  "DD" are  likely to  satisfy a higher  portion  of their
          outstanding obligations, while entities rated "D" have a poor prospect
          for repaying all obligations.

          Plus (+) and minus (-) signs  may be  appended  to a rating  symbol to
          denote  relative status within the major rating  categories.  Plus and
          minus signs are not added to the "AAA" category or to categories below
          "CCC," nor to short-term ratings other than "F1" (see below).

          International  Short-Term  Credit Ratings The following  ratings scale
          applies to foreign currency and local currency  ratings.  A short-term
          rating has a time horizon of less than 12 months for most obligations,
          or up to three  years for U.S.  public  finance  securities,  and thus
          places greater  emphasis on the liquidity  necessary to meet financial
          commitments in a timely manner.

          F1: Highest credit quality.  Strongest  capacity for timely payment of
          financial   commitments.   May  have  an  added  "+"  to  denote   any
          exceptionally strong credit feature.

          F2: Good credit quality. A satisfactory capacity for timely payment of
          financial commitments,  but the margin of safety is not as great as in
          the case of higher ratings.

          F3: Fair credit  quality.  Capacity  for timely  payment of  financial
          commitments  is adequate.  However,  near-term  adverse  changes could
          result in a reduction to non-investment grade.

          B:  Speculative.  Minimal  capacity  for timely  payment of  financial
          commitments,  plus  vulnerability  to  near-term  adverse  changes  in
          financial and economic conditions.

          C: High  default  risk.  Default is a real  possibility.  Capacity for
          meeting  financial  commitments  is solely  reliant  upon a sustained,
          favorable business and economic environment.

          D: Default. Denotes actual or imminent payment default.

          Dominion Bond Rating Service Limited ("DBRS")

          R-1:  Short  term debt rated "R-1  (high)"  is of the  highest  credit
          quality, and indicates an entity which possesses  unquestioned ability
          to repay current  liabilities as they fall due. Entities rated in this
          category  normally maintain strong liquidity  positions,  conservative
          debt levels and profitability  which is both stable and above average.
          Companies  achieving  an "R-1 (high)"  rating are normally  leaders in
          structurally  sound  industry  segments  with  proven  track  records,
          sustainable  positive  future  results and no  substantial  qualifying
          negative factors.  Given the extremely tough definition which DBRS has
          established  for an "R-1  (high)",  few entities are strong  enough to
          achieve  this  rating.  Short  term debt rated  "R-1  (middle)"  is of
          superior  credit quality and, in most cases,  ratings in this category
          differ from "R-1  (high)"  credits to only a small  degree.  Given the
          extremely  tough  definition  which  DBRS  has  for the  "R-1  (high)"
          category  (which few  companies are able to achieve),  entities  rated
          "R-1  (middle)" are also  considered  strong  credits which  typically
          exemplify  above average  strength in key areas of  consideration  for
          debt protection.  Short term debt rated "R-1 (low)" is of satisfactory
          credit  quality.  The overall  strength and outlook for key liquidity,
          debt and  profitability  ratios is not  normally as  favorable as with
          higher  rating   categories,   but  these   considerations  are  still
          respectable.   Any  qualifying   negative   factors  which  exist  are
          considered  manageable,  and the entity is normally of sufficient size
          to have some influence in its industry.

          R-2:  Short term debt rated  "R-2" is of adequate  credit  quality and
          within the three subset grades (high,  middle,  low),  debt protection
          ranges from having reasonable  ability for timely repayment to a level
          which is considered only just adequate.  The liquidity and debt ratios
          of entities in the "R-2"  classification are not as strong as those in
          the "R-1"  category,  and the past and future  trend may suggest  some
          risk of  maintaining  the  strength  of key  ratios  in  these  areas.
          Alternative sources of liquidity support are considered  satisfactory;
          however,  even the  strongest  liquidity  support will not improve the
          commercial  paper  rating of the  issuer.  The size of the  entity may
          restrict its flexibility, and its relative position in the industry is
          not  typically as strong as the "R-1  credit".  Profitability  trends,
          past and future,  may be less favorable,  earnings not as stable,  and
          there are often negative  qualifying  factors present which could also
          make the entity more  vulnerable  to adverse  changes in financial and
          economic conditions.







              Appendix B

INDUSTRY CLASSIFICATIONS (Oppenheimer Money Fund/VA)

Aerospace amp; Defense                 Industrial Conglomerates
Air Freight amp; Couriers              Insurance
Airlines                               Internet amp; Catalog Retail
Asset Backed Securities                Internet amp; Software amp; Services
Auto Components                        IT Services
Automobiles                            Leasing amp; Factoring
Beverages                              Leisure Equipment amp; Products
Biotechnology                          Machinery
Broker-Dealer                          Marine
Building Products                      Media
Capital Markets                        Metals amp; Mining
Chemicals                              Multiline Retail
Commercial Banks                       Multi-Utilities
Commercial Finance                     Municipal
Commercial Services amp; Supplies      Office Electronics
Communications Equipment               Oil amp; Gas
Computers amp; Peripherals             Paper amp; Forest Products
Construction amp; Engineering          Personal Products
Construction Materials                 Pharmaceuticals
Consulting amp; Services               Real Estate
Consumer Finance                       Repurchase Agreements
Containers amp; Packaging              Road amp; Rail
Distributors                           Semiconductor and Semiconductor Equipment
Diversified Financial Services         Software
Diversified Telecommunication          Special Purpose Financial
Electric Utilities                     Specialty Retail
Electrical Equipment                   Textiles, Apparel amp; Luxury Goods
Electronic Equipment amp; Instruments  Thrifts amp; Mortgage Finance
Energy Equipment amp; Services         Tobacco
Food amp; Drug Retailing               Trading Companies amp; Distributors
Food Products                          Transportation Infrastructure
Foreign Government                     U.S. Government Agencies-Full Faith and Credit
Gas Utilities                          U.S. Government Agencies-Government Sponsored
                                       Enterprises
Health Care Equipment amp; Supplies    U.S. Government Instrumentalities
Health Care Providers amp; Services    U.S. Government Obligations
Hotels Restaurants amp; Leisure        Water Utilities
Household Durables                     Wireless Transportation Services
Household Products



                                  Appendix C

    INDUSTRY CLASSIFICATIONS (all Funds except Oppenheimer Money Fund/VA)

Aerospace amp; Defense                 Household Products
Air Freight amp; Couriers              Industrial Conglomerates
Airlines                            Insurance
Auto Components                     Internet amp; Catalog Retail
Automobiles                         Internet Software amp; Services
Beverages                           IT Services
Biotechnology                       Leisure Equipment amp; Products
Building Products                   Machinery
Chemicals                           Marine
Consumer Finance                    Media
Commercial Banks                    Metals amp; Mining
Commercial Services amp; Supplies      Multiline Retail
Communications Equipment            Multi-Utilities
Computers amp; Peripherals             Office Electronics
Construction amp; Engineering          Oil amp; Gas
Construction Materials              Paper amp; Forest Products
Containers amp; Packaging              Personal Products
Distributors                        Pharmaceuticals
Diversified Financial Services      Real Estate
Diversified Telecommunication       Road amp; Rail
Services
Electric Utilities                  Semiconductors and Semiconductor
                                    Equipment
Electrical Equipment                Software
Electronic Equipment amp; Instruments  Specialty Retail
Energy Equipment amp; Services         Textiles, Apparel amp; Luxury Goods
Food amp; Staples Retailing            Thrifts amp; Mortgage Finance
Food Products                       Tobacco
Gas Utilities                       Trading Companies amp; Distributors
Health Care Equipment amp; Supplies    Transportation Infrastructure
Health Care Providers amp; Services    Water Utilities
Hotels Restaurants amp; Leisure        Wireless Telecommunication Services
Household Durables


                                  Appendix D

Major Shareholders. As of March 31, 2005 the total number of shares
outstanding, and the number of shares and approximate percentage of Fund
shares held of record by separate accounts of the following insurance
companies (and their respective subsidiaries) and by OppenheimerFunds, Inc.
("OFI") were as follows. ["*" indicates less than 5% of the outstanding
shares of that fund or class]:

Oppenheimer Variable Account
Funds
(consisting of 11 separate       Total Shares              Allmerica  Allstate
Funds)                            in the fund    Allianz   Financial  Financial
Aggressive Growth Fund/VA        26,781,056.324          *          *         *
Non-Service Shares

Aggressive Growth Fund/VA           603,238.283          *          *         *
Service Shares

Balanced Fund/VA                 32,450,812.347          *          *         *
Non-Service Shares

Balanced Fund/VA                  4,077,834.698          * 580,503.917        *
Service Shares
                                                               14.24%
Capital Appreciation Fund/VA     46,827,565.765          *                    *
Non-Service Shares

Capital Appreciation Fund/VA      7,385,080.732          * 507,274.107        *
Service Shares
                                                                6.87%
Core Bond Fund/VA                44,017,325.636          *          *         *
Non-Service Shares

Core Bond Fund/VA                   468,185.238          *          *         *
Service Shares

Global Securities Fund/VA        85,501,337.512 8,215,672.743       *         *
Non-Service Shares
                                                     9.61%
Global Securities Fund/VA        12,805,429.819          * 1,162,413.377      *
Service Shares
                                                                9.08%
Global Securities Fund/VA         9,613,031.055          *          *         *
Class 3 shares

Global Securities Fund/VA         1,625,936.088          *          *         *
Class 4 shares

High Income Fund/VA              54,637,269.586 5,310,746.846       *         *
Non-Service Shares
                                                     9.72%
High Income/VA                   15,825,669.459          * 3,367,162.723      *
Service Shares
                                                               21.28%
Main Street Fund/VA              58,105,140.430 9,063,829.785       *         *
Non-Service Shares
                                                    15.60%
Main Street Fund/VA              19,831,863.824          *          *         *
Service Shares

Main Street Small Cap Fund/VA     2,527,035.289          *          * 282,588.373
Non-Service Shares
                                                                         11.18%
Main Street Small Cap Fund/VA    11,988,173.961          *          *         *
Service Shares

Money Fund/VA                   189,404,895.300          *          *         *
Non-Service Shares

Strategic Bond Fund/VA          125,859,150.212          *          *         *
Non-Service Shares
                                              *
Strategic Bond Fund/VA           58,844,095.379          *          *         *
Service Shares
                                              *
Value Fund/VA                                 *          *          *         *
Non-Service Shares


Oppenheimer Variable Account
Funds                            Allstate
(consisting of 11 separate         Life     Allstate Life   American    American
Funds)                             of NY      Ins. Co.      Express     General
Aggressive Growth Fund/VA                 *             *            *          *
Non-Service Shares

Aggressive Growth Fund/VA        53,788.546   334,387.046            *          *
Service Shares
                                      8.92%        55.43%
Balanced Fund/VA                          *             *            *          *
Non-Service Shares

Balanced Fund/VA                337,941.382 2,218,853.805            *          *
Service Shares
                                      8.29%        54.41%
Capital Appreciation Fund/VA              *             *            *          *
Non-Service Shares

Capital Appreciation Fund/VA              * 1,218,973.166  891,053.502          *
Service Shares
                                                   16.51%       12.07%
Core Bond Fund/VA                         *             *            *          *
Non-Service Shares

Core Bond Fund/VA                87,130.170   156,817.619            *          *
Service Shares
                                     18.61%        33.49%
Global Securities Fund/VA                 *             *            *          *
Non-Service Shares

Global Securities Fund/VA                 *   971,431.913            *          *
Service Shares
                                                    7.59%
Global Securities Fund/VA                 *             *            *          *
Class 3 shares

Global Securities Fund/VA                 *             *            *          *
Class 4 shares

High Income Fund/VA                       *             *            *          *
Non-Service Shares

High Income/VA                  906,702.112 4,130,160.942            *          *
Service Shares
                                      5.73%        26.10%
Main Street Fund/VA                       *             *            *          *
Non-Service Shares

Main Street Fund/VA                       * 2,895,841.007            *          *
Service Shares
                                                   14.60%
Main Street Small Cap Fund/VA   144,181.237             *            * 318,185.813
Non-Service Shares
                                      5.71%                                12.59%
Main Street Small Cap Fund/VA             * 1,961,925.917  687,171.522          *
Service Shares
                                                   16.37%        5.73%
Money Fund/VA                             *             *            *          *
Non-Service Shares

Strategic Bond Fund/VA                    *             *            *          *
Non-Service Shares

Strategic Bond Fund/VA          2,946,934.2716,581,698.96813,363,031.431        *
Service Shares
                                      5.01%        28.18%       22.71%
Value Fund/VA                             *             *            *          *
Non-Service Shares


Oppenheimer Variable Account
Funds
(consisting of 11 separate                    Security
Funds)                              Cuna      Benefit        GE        IDS Life
Aggressive Growth Fund/VA                  *          * 2,424,195.293           *
Non-Service Shares
                                                               9.05%
Aggressive Growth Fund/VA                  *          *  153,225.794            *
Service Shares
                                                              25.40%
Balanced Fund/VA                           *          * 5,106,237.963           *
Non-Service Shares
                                                              15.74%
Balanced Fund/VA                           *          *  892,969.487            *
Service Shares
                                                              21.90%
Capital Appreciation Fund/VA               *          * 4,617,366.648           *
Non-Service Shares
                                                               9.86%
Capital Appreciation Fund/VA               *          *  489,562.758            *
Service Shares
                                                               6.63%
Core Bond Fund/VA                          *          * 7,724,610.929           *
Non-Service Shares
                                                              17.55%
Core Bond Fund/VA                          *          *            *            *
Service Shares

Global Securities Fund/VA                  *          *            *            *
Non-Service Shares

Global Securities Fund/VA                  *          * 3,821,670.8281,340,540.525
Service Shares
                                                              29.84%       10.47%
Global Securities Fund/VA                  *          *            *            *
Class 3 shares

Global Securities Fund/VA                  *          *            *            *
Class 4 shares

High Income Fund/VA             8,829,384.258         * 10,661,396.170          *
Non-Service Shares
                                      16.16%                  19.51%
High Income/VA                             *          *            *            *
Service Shares

Main Street Fund/VA                        *          *            *            *
Non-Service Shares

Main Street Fund/VA                        *          * 3,283,512.159           *
Service Shares
                                                              16.56%
Main Street Small Cap Fund/VA              *          *            *            *
Non-Service Shares

Main Street Small Cap Fund/VA              * 622,924.0381,818,115.0151,616,514.898
Service Shares
                                                  5.20%       15.17%       13.48%
Money Fund/VA                              *          *            *            *
Non-Service Shares

Strategic Bond Fund/VA                     *          *            *            *
Non-Service Shares

Strategic Bond Fund/VA                     *          *            * 15,954,272.458
Service Shares
                                                                           27.11%
Value Fund/VA                              *          *            *            *
Non-Service Shares


Oppenheimer Variable Account
Funds
(consisting of 11 separate                                Lincoln        Mass
Funds)                              ING        Kemper     Benefit       Mutual
Aggressive Growth Fund/VA                  *          *            * 14,626,387.364
Non-Service Shares
                                                                            54.61%
Aggressive Growth Fund/VA                  *          *            *             *
Service Shares

Balanced Fund/VA                           *          *            * 10,415,229.884
Non-Service Shares
                                                                            32.10%
Balanced Fund/VA                           *          *            *             *
Service Shares

Capital Appreciation Fund/VA               *          *            * 13,747,926.263
Non-Service Shares
                                                                            29.36%
Capital Appreciation Fund/VA               *          *            *             *
Service Shares

Core Bond Fund/VA                          *          *            * 17,530,992.366
Non-Service Shares
                                                                            39.83%
Core Bond Fund/VA                          *          *            *             *
Service Shares

Global Securities Fund/VA       17,116,243.379        *            * 33,858,537.926
Non-Service Shares
                                      20.02%                                39.60%
Global Securities Fund/VA                  * 922,694.041           *             *
Service Shares
                                                  7.21%
Global Securities Fund/VA                  *          *            *             *
Class 3 shares

Global Securities Fund/VA                  *          *            *             *
Class 4 shares

High Income Fund/VA                        *          *            * 21,145,084.899
Non-Service Shares
                                                                            38.70%
High Income/VA                             *          *            *             *
Service Shares

Main Street Fund/VA             3,534,160.562         *            * 15,947,530.795
Non-Service Shares
                                       6.08%                                27.45%
Main Street Fund/VA                        *          *            *             *
Service Shares

Main Street Small Cap Fund/VA              *          *            *   994,605.123
Non-Service Shares
                                                                            39.36%
Main Street Small Cap Fund/VA              * 601,227.6222,767,597.168            *
Service Shares
                                                  5.02%       23.09%
Money Fund/VA                              *          *            * 151,541,495.820
Non-Service Shares
                                                                            80.01%
Strategic Bond Fund/VA          24,709,486.581        *            * 75,791,209.495
Non-Service Shares
                                      19.63%                                60.22%
Strategic Bond Fund/VA                     *          *            *             *
Service Shares

Value Fund/VA                              *          *            *             *
Non-Service Shares


Oppenheimer Variable Account
Funds
(consisting of 11 separate        Merrill     Minnesota      MONY
Funds)                             Lynch         Life        Life      Nationwide
Aggressive Growth Fund/VA                  *            *           * 7,166,013.071
Non-Service Shares
                                                                            26.76%
Aggressive Growth Fund/VA                  *            *           *
Service Shares

Balanced Fund/VA                2,298,787.985           *           * 11,465,669.286
Non-Service Shares
                                       7.08%                                35.33%
Balanced Fund/VA                           *            *           *            *
Service Shares

Capital Appreciation Fund/VA               *            *           * 21,898,855.207
Non-Service Shares
                                                                            46.76%
Capital Appreciation Fund/VA               *            *           * 2,050,675.390
Service Shares
                                                                            27.77%
Core Bond Fund/VA                          *            *           * 16,132,965.875
Non-Service Shares
                                                                            36.65%
Core Bond Fund/VA                          *            *           *            *
Service Shares

Global Securities Fund/VA                  *            *           * 22,231,333.933
Non-Service Shares
                                                                            26.00%
Global Securities Fund/VA                  *            * 1,016,583.121,313,346.600
Service Shares
                                                                7.94%       10.26%
Global Securities Fund/VA                  *            *           * 9,613,031.055
Class 3 shares
                                                                           100.00%
Global Securities Fund/VA                  *            *           * 1,625,936.088
Class 4 shares
                                                                           100.00%
High Income Fund/VA                        *            *           *            *
Non-Service Shares

High Income/VA                             * 2,783,539.293          * 3,063,180.015
Service Shares
                                                   17.59%                   19.36%
Main Street Fund/VA                        *            *           * 22,312,739.087
Non-Service Shares
                                                                            38.40%
Main Street Fund/VA                        *            *           * 3,084,943.221
Service Shares
                                                                            15.56%
Main Street Small Cap Fund/VA              *            *           *  460,703.579
Non-Service Shares
                                                                            18.23%
Main Street Small Cap Fund/VA              *            *           *  932,149.856
Service Shares
                                                                             7.78%
Money Fund/VA                   16,161,004.130          *           *            *
Non-Service Shares
                                       8.53%
Strategic Bond Fund/VA                     *            *           *            *
Non-Service Shares

Strategic Bond Fund/VA                     *            *           * 4,692,183.731
Service Shares
                                                                             7.97%
Value Fund/VA                              *            *           *            *
Non-Service Shares


Oppenheimer Variable Account
Funds
(consisting of 11 separate                                SunLife
Funds)                           Protective     Sage     Financial    Travelers
Aggressive Growth Fund/VA                  *          *            *           *
Non-Service Shares

Aggressive Growth Fund/VA                  *          *            *           *
Service Shares

Balanced Fund/VA                           *          *            *           *
Non-Service Shares

Balanced Fund/VA                           *          *            *           *
Service Shares

Capital Appreciation Fund/VA               *          *            *           *
Non-Service Shares

Capital Appreciation Fund/VA               *          *  874,085.538 520,990.307
Service Shares
                                                              11.84%       7.05%
Core Bond Fund/VA                          *          *            *           *
Non-Service Shares

Core Bond Fund/VA                          * 224,237.449           *           *
Service Shares
                                                 47.90%
Global Securities Fund/VA                  *          *            *           *
Non-Service Shares

Global Securities Fund/VA                  *          *            *           *
Service Shares

Global Securities Fund/VA                  *          *            *           *
Class 3 shares

Global Securities Fund/VA                  *          *            *           *
Class 4 shares

High Income Fund/VA                        *          *            *           *
Non-Service Shares

High Income/VA                             *          *            *           *
Service Shares

Main Street Fund/VA             3,261,298.056         *            *           *
Non-Service Shares
                                       5.61%
Main Street Fund/VA                        *          * 7,268,178.7681,136,163.499
Service Shares
                                                              36.65%       5.73%
Main Street Small Cap Fund/VA              *          *            *           *
Non-Service Shares

Main Street Small Cap Fund/VA              *          *            *           *
Service Shares

Money Fund/VA                   15,365,629.760        *            *           *
Non-Service Shares
                                       8.11%
Strategic Bond Fund/VA          17,993,662.069        *            *           *
Non-Service Shares
                                      14.30%
Strategic Bond Fund/VA                     *          *            *           *
Service Shares

Value Fund/VA                              *          *            *           *
Non-Service Shares





------------------------------------------------------------------------------
Oppenheimer Variable Account Funds
------------------------------------------------------------------------------

Investment Advisor
      OppenheimerFunds, Inc.
      Two World Financial Center
      225 Liberty Street, 11th Floor
      New York, New York 10281-1008

Distributor
      OppenheimerFunds Distributor, Inc.
      Two World Financial Center
      225 Liberty Street, 11th Floor
      New York, New York 10281-1008


Transfer Agent
      OppenheimerFunds Services
      P.O. Box 5270
      Denver, Colorado 80217
      1.800.981.2871

Custodian Bank
      JPMorgan Chase Bank
      4 Chase Metro Tech Center
      Brooklyn, New York 11245

Independent Registered Public Accounting Firm
      Deloitte amp; Touche LLP
      555 Seventeenth Street
      Denver, Colorado 80202

Counsel to the Funds
      Myer, Swanson, Adams amp; Wolf, P.C.
      1600 Broadway
      Denver, Colorado 80202

Counsel to the Independent Trustees
      Bell, Boyd amp; Lloyd LLC
      70 West Madison Street, Suite 3100
      Chicago, Illinois 60602

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