OPPENHEIMER VARIABLE ACCOUNT FUNDS

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D2ERVeCUZHzmNidkLqwJDHVXvXuKm7ckS5O3rBq5Bwc6h53e2wOksBLc8KvEAnnK faejTpcQirMB01cTNhvVcw== 0000728889-06-000352.txt : 20060428 0000728889-06-000352.hdr.sgml : 20060428 20060428170042 ACCESSION NUMBER: 0000728889-06-000352 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20060428 DATE AS OF CHANGE: 20060428 EFFECTIVENESS DATE: 20060430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER VARIABLE ACCOUNT FUNDS CENTRAL INDEX KEY: 0000752737 IRS NUMBER: 840974272 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-93177 FILM NUMBER: 06790979 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 3036713200 MAIL ADDRESS: STREET 2: 6803 SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER VARIABLE LIFE FUNDS DATE OF NAME CHANGE: 19860609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER VARIABLE ACCOUNT FUNDS CENTRAL INDEX KEY: 0000752737 IRS NUMBER: 840974272 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04108 FILM NUMBER: 06790980 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 3036713200 MAIL ADDRESS: STREET 2: 6803 SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER VARIABLE LIFE FUNDS DATE OF NAME CHANGE: 19860609

0000752737 S000010331 Oppenheimer Balanced Fund/VA

C000028586 Non-Service

C000028587 Service

0000752737 S000010333 Oppenheimer Aggressive Growth Fund/VA

C000028590 Non-Service

C000028591 Service

0000752737 S000010334 Oppenheimer Capital Appreciation Fund

C000028592 Non-Service

C000028593 Service

0000752737 S000010335 Oppenheimer Core Bond Fund/VA

C000028594 Non-Service

C000028595 Service

0000752737 S000010336 Oppenheimer Global Securities/VA

C000028596 Non-Service

C000028597 Service

C000028916 Class 3

C000028917 Class4

0000752737 S000010337 Oppenheimer High Income Fund/VA

C000028598 Non-Service

C000028599 Service

0000752737 S000010338 Oppenheimer Main Street Fund/VA

C000028600 Non-Service

C000028601 Service

0000752737 S000010339 Oppenheimer Main Street Small Cap Fund/VA

C000028602 Non-Service

C000028603 Service

0000752737 S000010340 Oppenheimer Money Fund/VA

C000028604 Non-Service

C000028605 Service

0000752737 S000010341 Oppenheimer Strategic Bond Fund/VA

C000028606 Non-Service

C000028607 Service

485BPOS 1 n1a_part1.htm N1A, PROSPECTUSES PART 1 OVAF OPPENHEIMER VARIABLE ACCOUNT FUNDS

PART 1 OF 2 OVAF FILING

Registration No. 2-93177
File No. 811-4108

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 48 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 44

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OPPENHEIMER VARIABLE ACCOUNT FUNDS
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(Exact Name of Registrant as Specified in Charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924
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(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (303) 768-3200

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008
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(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on April 28, 2006 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on _______________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on _______________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a previously
filed post-effective amendment.

Balanced Fund

Oppenheimer
Balanced Fund/VA
A series of Oppenheimer Variable
Account Funds Oppenheimer Balanced Fund/VA is a
mutual fund that seeks a high total

Prospectus dated April 30, 2006 investment return, which includes
current income and capital
appreciation in the value of its
shares. The Fund allocates its
investments among common stocks, debt
securities, and "money market"
instruments.

Shares of the Fund are sold only
as the underlying investment for
variable life insurance policies,
variable annuity contracts and other
insurance company separate accounts. A
prospectus for the insurance product
you have selected accompanies this
Prospectus and explains how to select
shares of the Fund as an investment
under that insurance product, and
whether you are eligible to purchase
Service shares of the Fund.
This Prospectus contains
important information about the Fund's
As with all mutual funds, the objective, its investment policies,
Securities strategies and risks. Please read
and Exchange Commission has not this Prospectus (and your insurance
approved or disapproved the Fund's product prospectus) carefully before
securities nor has it determined that you invest and keep them for future
this Prospectus is accurate or reference about your account.
complete.
It is a criminal offense to represent
otherwise.

Contents

About the Fund
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The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

Investing in the Fund
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How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Fund's Investment Objective and Principal Investment Strategies

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What Is the Fund's Investment Objective? The Fund seeks a high total
investment return, which includes current income and capital appreciation in
the value of its shares.
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What Does the Fund Mainly Invest In? The Fund's investment Manager,
OppenheimerFunds, Inc. (the "Manager"), uses a variety of different types of
securities and investment strategies to seek the Fund's objective:
o equity securities, such as common stocks, preferred stocks and

securities convertible into common stock, of issuers in the U.S. and
foreign countries,
o debt securities, such as bonds and notes issued by domestic and foreign
companies (which can include lower-grade, high-yield securities),
securities issued or guaranteed by the U.S. government and its
agencies and instrumentalities including mortgage-related securities
(these are referred to as "U.S. government securities"), and debt
obligations of foreign governments, and
o money market instruments, which are debt obligations that have a
maturity of 13 months or less, including short-term U.S. government
securities, corporate and bank debt obligations and commercial paper.

These investments are more fully explained in "About the Fund's
Investments", below.

|X| How Do the Portfolio Managers Decide What Securities to Buy or
Sell? In selecting securities for the Fund, the Fund's portfolio managers use
different investment styles to carry out an asset allocation strategy that
seeks broad diversification across asset classes. They normally maintain a
balanced mix of equity securities and debt securities (including money market
instruments), although the Fund is not required to weight the portfolio
holdings in a fixed proportion. Therefore, the portfolio's mix of equity
securities, debt securities and money market instruments will change over
time.

The debt securities in the portfolio normally include a mix of U.S.
government securities, agency debentures, mortgage backed securities,
corporate debt, and asset backed securities to achieve a balance between
total return and current income. The relative amounts of those types of debt
securities in the portfolio will change over time, because those sectors of
the bond markets generally react differently to changing economic
environments.

The portfolio managers employ both "growth" and "value" styles in
selecting equity securities. They use fundamental analysis of a company's
financial statements and management structure, analysis of the company's
operations and product development, as well as the industry of which the
issuer is part. Value investing seeks issuers that are temporarily out of
favor or undervalued in the market by various measures, such as the stock's
price/earnings ratio. Growth investing seeks issuers that the Manager
believes have possibilities for increases in their stock prices because of
strong earnings growth compared to the market, the development of new
products or services or other favorable economic factors.

Who Is the Fund Designed For? The Fund's shares are available only as an
investment option under certain variable annuity contracts, variable life
insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking
high total return from their investment over the long term, from a fund
employing a variety of investments and investment styles in a diversified
portfolio. Those investors should be willing to assume the risks of
short-term share price fluctuations that are typical for a fund with
significant investments in stocks and foreign securities. Since the Fund's
income level will fluctuate, it is not designed for investors needing an
assured level of current income, and the Fund is not a complete investment
program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments are
subject to changes in their value from a number of factors, described below.
There is also the risk that the value of your investment could be eroded over
time by the effects of inflation and that poor security selection by the
Manager will cause the Fund to underperform other funds having similar
objectives.

However, changes in the overall market prices of securities and the
income they pay can occur at any time. The share price of the Fund will
change daily based on changes in market prices of securities and market
conditions and in response to other economic events.

|X| Risks of Investing in Stocks. Stocks fluctuate in price, and their
short-term volatility at times can be great. The value of the Fund's
portfolio therefore will be affected by changes in the stock markets. Market
risk will affect the Fund's net asset value per share, which will fluctuate
as the values of the Fund's portfolio securities change. A variety of
factors can affect the price of a particular stock, and the prices of
individual stocks do not all move in the same direction uniformly or at the
same time. Different stock markets may behave differently from each other.

Additionally, stocks of issuers in a particular industry may be
affected by changes in economic conditions that affect that industry more
than others, or by changes in government regulations, availability of basic
resources or supplies, or other events. Other factors can affect a particular
stock's price, such as poor earnings reports by the issuer, loss of major
customers, major litigation against the issuer, or changes in government
regulations affecting the issuer. The Fund can invest in securities of large
companies and also small and medium-size companies, which may have more
volatile stock prices than large companies.

|X| Risks of Foreign Investing. The Fund can buy securities issued by
companies or governments in any country, including developed and emerging or
underdeveloped countries. Although there are no limits on the amounts it can
invest in foreign securities, normally the Fund does not expect to invest
more than 35% of its total assets in foreign securities.

While foreign securities offer special investment opportunities, there
are also special risks that can reduce the Fund's share prices and returns.
The change in value of a foreign currency against the U.S. dollar will result
in a change in the U.S. dollar value of securities denominated in that
foreign currency. Currency rate changes can also affect the distributions the
Fund makes from the income it receives from foreign securities as foreign
currency values change against the U.S. dollar. Foreign investing can result
in higher transaction and operating costs for the Fund. Foreign issuers are
not subject to the same accounting and disclosure requirements that U.S.
companies are subject to. The value of foreign investments may be affected
by exchange control regulations, currency devaluation, expropriation or
nationalization of a company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental economic or monetary policy in the U.S.
or abroad, or other political and economic factors. These risks could cause
the prices of foreign securities to fall and therefore could depress the
Fund's share prices.

Additionally, if a fund invests a significant amount of its assets in
foreign securities, it might expose the fund to "time-zone arbitrage"
attempts by investors seeking to take advantage of the differences in value
of foreign securities that might result from events that occur after the
close of the foreign securities market on which a foreign security is traded
and the close of the New York Stock Exchange (the "NYSE") that day, when the
Fund's net asset value is calculated. If such time-zone arbitrage were
successful, it might dilute the interests of other shareholders. However, the
Fund's use of "fair value pricing" to adjust the closing market prices of
foreign securities under certain circumstances, to reflect what the Manager
and the Board believe to be their fair value may help deter those activities.

|_| Special Risks of Emerging Markets. Securities of issuers in
emerging and developing markets may offer special investment opportunities,
but present risks not found in more mature markets. Those securities may be
more difficult to sell at an acceptable price and their prices may be more
volatile than securities of issuers in more developed markets. Settlements of
trades may be subject to greater delays so that the Fund might not receive
the proceeds of a sale of a security on a timely basis.

Emerging markets might have less developed trading markets and
exchanges. Emerging market countries may have less developed legal and
accounting systems and investments may be subject to greater risks of
government restrictions on withdrawing the sales proceeds of securities from
the country. Economies of developing countries may be more dependent on
relatively few industries that may be highly vulnerable to local and global
changes. Governments may be more unstable and present greater risks of
nationalization or restrictions on foreign ownership of stocks of local
companies. These investments may be substantially more volatile than
securities of issuers in the U.S. and other developed countries and may be
very speculative.

|_| Special Risks of Lower-Grade Securities. Because the Fund can
invest in securities below investment-grade to seek high income, the Fund's
credit risks are greater than those of funds that buy only investment-grade
bonds. Lower-grade debt securities (commonly called "junk bonds") may be
subject to greater market fluctuations and greater risks of loss of income
and principal than investment-grade debt securities. Securities that are (or
that have fallen) below investment grade are exposed to a greater risk that
the issuers of those securities might not meet their debt obligations. These
risks can reduce the Fund's share price and the income it earns.

To the extent that a fund invests significantly in high yield bonds or
small-cap equity securities, because those types of securities may be traded
infrequently, investors may seek to trade fund shares based on their
knowledge or understanding of the value of those types of securities (this is
sometimes referred to as "price arbitrage"). Such price arbitrage, if
otherwise successful, might interfere with the efficient management of a
fund's portfolio to a greater degree than would be the case for funds that
invest in more liquid securities, because the fund may have difficulty
selling those securities at advantageous times or prices to satisfy the
liquidity requirements created by large and/or frequent trading activity.
Successful price arbitrage activities might also dilute the value of fund
shares held by other shareholders.

|X| Interest Rate Risks. The values of debt securities, including U.S.
government securities prior to maturity, are subject to change when
prevailing interest rates change. When interest rates fall, the values of
already-issued debt securities generally rise. When interest rates rise, the
values of already-issued debt securities generally fall and they may sell at
a discount from their face amount. The magnitude of these fluctuations will
often be greater for longer-term debt securities than shorter-term debt
securities. The Fund's share price can go up or down when interest rates
change because of the effect of the changes on the value of the Fund's
investments in debt securities.

|X| Prepayment Risk. Prepayment risk occurs when the mortgages
underlying a mortgage-related security are prepaid at a rate faster than
anticipated (usually when interest rates fall) and the issuer of a security
can prepay the principal prior to the security's maturity. Mortgage-related
securities that are subject to prepayment risk, including the CMOs and other
mortgage-related securities that the Fund buys, generally offer less
potential for gains when prevailing interest rates decline, and have greater
potential for loss than other debt securities when interest rates rise.

The impact of prepayments on the price of a security may be difficult
to predict and may increase the volatility of the price. The Fund might have
to reinvest the proceeds of prepaid securities in new securities offering
lower yields. Additionally, the Fund can buy mortgage-related securities at
a premium. Accelerated prepayments on those securities could cause the Fund
to lose the portion of its principal investment represented by the premium
the Fund paid.

If interest rates rise rapidly, prepayments might occur at slower rates
than expected, which could have the effect of lengthening the expected
maturity of a short or medium-term security. That could cause its value to
fluctuate more widely in response to changes in interest rates. In turn, this
could cause the value of the Fund's shares to fluctuate more.

|X| There Are Special Risks in Using Derivative Investments. The Fund
can use derivatives to seek increased returns or to try to hedge investment
risks. In general terms, a derivative investment is an investment contract
whose value depends on (or is derived from) the value of an underlying asset,
interest rate or index. Options, futures, CMOs, and structured notes are
examples of derivatives the Fund can use.

If the issuer of the derivative does not pay the amount due, the Fund
can lose money on the investment. Also, the underlying security or investment
on which the derivative is based, and the derivative itself, might not
perform the way the Manager expected it to perform. If that happens, the
Fund's share price could decline or the Fund could get less income than
expected. The Fund has limits on the amount of particular types of
derivatives it can hold. However, using derivatives can cause the Fund to
lose money on its investment and/or increase the volatility of its share
price.

How Risky is the Fund Overall? The risks described above collectively form
the overall risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and its price per share. Particular
investments and investment strategies also have risks. These risks mean that
you can lose money by investing in the Fund. When you redeem your shares,
they may be worth more or less than what you paid for them. There is no
assurance that the Fund will achieve its investment objective.

In the short term, domestic and foreign stock markets can be volatile,
and the price of the Fund's shares will go up and down in response to those
changes. The Fund's income-oriented investments may help cushion the Fund's
total return from changes in stock prices, but debt securities are subject to
credit and interest rate risks. The Fund may be less volatile than funds that
focus only on stock investments, but has more risks than funds that focus
solely on investment grade bonds.

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An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
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The Fund's Past Performance

The bar chart and table below show one measure of the risks of
investing in the Fund, by showing changes in the Fund's performance for
Non-Service shares from year to year for the last 10 calendar years and by
showing how the average annual total returns compared to those of a
broad-based market index. Because the Fund's Service shares are subject to a
service fee, their performance is expected to be lower for any given period.
The Fund's past investment performance is not necessarily an indication of
how the Fund will perform in the future.

Annual Total Returns (as of December 31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return for a calendar
quarter was 12.53% (2nd qtr `03) and the lowest return for a calendar quarter
was -10.96% (3rd qtr `01).

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Average Annual Total Returns for the

periods ended December 31, 2005 1 Year 5 Years 10 Years

Shares 3.89% 5.53% 8.44%
(inception date: 2/9/87)

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S&P 500 Index 4.91% 0.54% 9.07%(1)

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Lehman Bros. Aggregate Bond Index 2.43% 5.87% 6.16%(1)

Shares 3.67% 7.08% N/A
(inception date: 5/1/02)

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1. Since 12/31/94.

The Fund's average annual total returns in the table measure the performance
of a hypothetical account without deducting charges imposed by the separate
accounts that invest in the Fund and assume that all dividends and capital
gains distributions have been reinvested in additional shares. The Fund's
performance is compared to the Standard & Poor's 500 Index, an unmanaged
index of U.S. equity securities that is a measure of the general domestic
stock market. The Fund also compares its performance to the Lehman Brothers
Aggregate Bond Index, an unmanaged index of U.S. corporate, government and
mortgage-backed securities that is a measure of the domestic bond market. The
performance includes reinvestment of income but does not reflect transaction
costs, fees or expenses. The Fund's investments vary from those in the
indices.

The Fund's total returns should not be expected to be the same as the returns
of other Oppenheimer funds, even if both funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund. The Fund pays a
variety of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted
from the Fund's assets to calculate the Fund's net asset values per share.
All shareholders therefore pay those expenses indirectly. The numbers below
are based on the Fund's expenses during its fiscal year ended December 31,
2005.

Shareholder Fees. The Fund does not charge an initial sales charge to buy
shares or to reinvest dividends. There are no exchange fees or redemption
fees and no contingent deferred sales charges. Please refer to the
accompanying prospectus of the participating insurance company for
information on initial or contingent deferred sales charges, exchange fees or
redemption fees for that variable life insurance policy, variable annuity or
other investment product. Those charges and fees are not reflected in either
of the tables below.

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

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Non-Service Shares Service Shares
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Management Fees 0.72% 0.72%

Other Expenses 0.02% 0.03%

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Total Annual Operating Expenses 0.74% 1.00%

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Expenses may vary in future years. "Other Expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses the Fund pays. The
Fund's transfer agent has voluntarily agreed to limit transfer and
shareholder servicing agent fees to 0.35% per fiscal year, for both classes.
That undertaking may be amended or withdrawn at any time. For the Fund's
fiscal year ended December 31, 2005, the transfer agent fees did not exceed
the expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in shares of the Fund for
the time periods indicated and, reinvest your dividends and distributions and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Your actual costs may be higher or
lower, because expenses will vary over time. Based on these assumptions your
expenses would be as follows, whether or not you redeem your investment at
the end of each period:

Non-Service Shares $76 $237 $413 $922

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Service Shares $103 $320 $555 $1,231

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About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among different types of investments will vary over time
based upon the Manager's evaluation of economic and market trends. At times
the Fund may focus more on investing for capital appreciation with less
emphasis on income. At other times, for example when stock markets are less
stable, the Fund may increase the relative emphasis of its portfolio in
income-seeking investments, such as bonds and money market instruments.

In seeking broad diversification of the Fund's portfolio over asset
classes, issuers and economies, the portfolio managers consider overall and
relative economic conditions in U.S. and foreign markets. They seek broad
diversification by investing in different countries to help moderate the
special risks of investing in foreign securities and lower-grade, high-yield
debt securities. The Fund's portfolio might not always include all of the
different types of investments described below. The Statement of Additional
Information contains more detailed information about the Fund's investment
policies and risks.

|X| Stock and Other Equity Investments. The Fund can invest in equity
securities of issuers that may be of small, medium or large size, to seek
capital growth. Equity securities include common stocks, preferred stocks and
securities convertible into common stock. Although some convertible
securities are a type of debt security, the Manager considers some of those
convertible securities to be "equity equivalents" because of the conversion
feature. In that case, their rating has less impact on the investment
decision than in the case of other debt securities. The Fund invests in
securities issued by domestic or foreign companies that the Manager believes
have appreciation potential or that are undervalued.

The Fund's equity investments may be exchange-traded or
over-the-counter securities. Over-the-counter securities may have less
liquidity than exchange-traded securities, and stocks of companies with
smaller capitalization have greater risk of volatility than stocks of larger
companies. The Fund limits its investments in securities of small, unseasoned
issuers to not more than 5% of its net assets.

|X| Debt Securities. The Fund can also invest in debt securities, such
as U.S. government securities, foreign government securities, and foreign and
domestic corporate bonds, notes and debentures, for their income
possibilities.

The debt securities the Fund buys may be rated by nationally recognized
rating organizations or they may be unrated securities assigned a rating by
the Manager. The Fund's investments may be investment grade or below
investment grade in credit quality. The Manager does not rely solely on
ratings by rating organizations in selecting debt securities, but evaluates
business and economic factors affecting an issuer as well.

The Fund's foreign debt investments can be denominated in U.S. dollars
or in foreign currencies and can include "Brady Bonds." Those are U.S.
dollar-denominated debt securities collateralized by zero-coupon U.S.
Treasury securities. They are typically issued by governments of emerging
market countries and are considered speculative securities with higher risks
of default. The Fund will buy foreign currency only in connection with the
purchase and sale of foreign securities and not for speculation.

|X| U.S. Government Securities. The Fund can invest in securities
issued or guaranteed by the U.S. Treasury or other U.S. government agencies
or federally-chartered corporate entities referred to as
"instrumentalities." These are referred to as "U.S. government securities"
in this Prospectus. They can include collateralized mortgage obligations
(CMOs) and other mortgage-related securities. Mortgage-related securities
are subject to additional risks of unanticipated changes in the rate of
payment of the underlying mortgages, which can affect the income stream to
the Fund from those securities as well as their values.

|X| U.S. Treasury Obligations. These include Treasury bills (having
maturities of one year or less when issued), Treasury notes (having
maturities of from one to 10 years), and Treasury bonds (having maturities of
more than 10 years when issued). Treasury securities are backed by the full
faith and credit of the United States as to timely payments of interest and
repayment of principal. The Fund can buy U. S. Treasury securities that have
been "stripped" of their interest coupons by a Federal Reserve Bank,
zero-coupon U.S. Treasury securities described below, and Treasury
Inflation-Protection Securities ("TIPS"). Although not rated, Treasury
obligations have little credit risk but prior to their maturity are subject
to interest rate risk.

|_| Obligations Issued or Guaranteed by U.S. Government Agencies or
Instrumentalities. These include direct obligations and mortgage-related
securities that have different levels of credit support from the U.S.
government. Some are supported by the full faith and credit of the U.S.
government, such as Government National Mortgage Association pass-through
mortgage certificates (called "Ginnie Maes"). Some are supported by the
right of the issuer to borrow from the U.S. Treasury under certain
circumstances, such as Federal National Mortgage Association bonds ("Fannie
Maes"). Others are supported only by the credit of the entity that issued
them, such as Federal Home Loan Mortgage Corporation obligations ("Freddie
Macs"). These have relatively little credit risk.

|_| Mortgage-Related U.S. Government Securities. The Fund can buy
interests in pools of residential or commercial mortgages, in the form of
collateralized mortgage obligations ("CMOs") and other "pass-through"
mortgage securities. CMOs that are U.S. government securities have collateral
to secure payment of interest and principal. They may be issued in different
series each having different interest rates and maturities. The collateral is
either in the form of mortgage pass-through certificates issued or guaranteed
by a U.S. agency or instrumentality or mortgage loans insured by a U.S.
government agency.

The prices and yields of CMOs are determined, in part, by assumptions
about the cash flows from the rate of payments of the underlying mortgages.
Changes in interest rates may cause the rate of expected prepayments of those
mortgages to change. In general, prepayments increase when general interest
rates fall and decrease when interest rates rise.

If prepayments of mortgages underlying a CMO occur faster than expected
when interest rates fall, the market value and yield of the CMO could be
reduced. Additionally, the Fund may have to reinvest the prepayment proceeds
in other securities paying interest at lower rates, which could reduce the
Fund's yield.

When interest rates rise rapidly and if prepayments occur more slowly
than expected, a short- or medium-term CMO can in effect become a long-term
security, subject to greater fluctuations in value. These prepayment risks
can make the prices of CMOs very volatile when interest rates change. The
prices of longer-term debt securities tend to fluctuate more than those of
shorter-term debt securities. That volatility will affect the Fund's share
price.

|X| Private-Issuer Mortgage-Backed Securities. The Fund can invest in
mortgage-backed securities issued by private issuers, which do not offer the
credit backing of U.S. government securities. Primarily these would include
multi-class debt or pass-through certificates secured by mortgage loans. They
may be issued by banks, savings and loans, mortgage bankers and other
non-governmental issuers. Private issuer mortgage-backed securities are
subject to the credit risks of the issuers (as well as the interest rate
risks and prepayment risks of CMOs, discussed above), although in some cases
they may be supported by insurance or guarantees.

|X| High-Yield, Lower-Grade Debt Securities. The Fund can invest
without limit in lower-grade, high-yield debt securities, including bonds,
debentures, notes, preferred stocks, loan participation interests, structured
notes and, asset-backed securities, among others, to seek current income.
These securities are sometimes called "junk bonds." The Fund has no
requirements as to the maturity of the debt securities it can buy, or as to
the market capitalization range of the issuers of those securities.

Lower-grade debt securities are those rated below "Baa" by Moody's
Investors Service, Inc. or lower than "BBB" by Standard & Poor's Rating
Service or that have similar ratings by other nationally-recognized rating
organizations. The Fund can invest in securities rated as low as "C" or "D"
or which are in default at the time the Fund buys them. While securities
rated "Baa" by Moody's or "BBB" by S&P are considered "investment grade,"
they have some speculative characteristics.

While investment-grade securities are subject to risks of non-payment
of interest and principal, in general high-yield lower-grade bonds, whether
rated or unrated, have greater risks than investment-grade securities. There
may be less of a market for them and therefore they may
be harder to sell at an acceptable price. The special risks these securities
are subject to mean that the Fund may not achieve the expected income from
them and that the Fund's net asset value per share may be affected by
declines in value of these securities.

|X| Money Market Instruments. The Fund can invest in money market
instruments, which are debt obligations having a remaining maturity of 13
months or less. They include short-term certificates of deposit, bankers'
acceptances, commercial paper (including variable amount master demand
notes), U.S. government obligations, and other debt instruments (including
bonds) issued by corporations. These securities may have variable or
floating interest rates. The Fund's investments in commercial paper in
general will be limited to paper in the top two rating categories of Standard
& Poor's, Moody's or other national rating organizations.

|X| Credit Derivatives. The Fund may enter into credit default swaps,
both (i) directly and (ii) indirectly in the form of a swap embedded within a
structured note, to protect against the risk that a security will default.
The Fund pays a fee to enter into the trade and receives a fixed payment
during the life of the swap. If there is a credit event (for example, the
security fails to timely pay interest or principal), the Fund either delivers
the defaulted bond (if the Fund has taken the short position in the credit
default swap, also known as "buying credit protection") or pays the par
amount of the defaulted bond (if the Fund has taken the long position in the
credit default swap note, also known as "selling credit protection"). Risks
of credit default swaps include the cost of paying for credit protection if
there are no credit events, and adverse pricing when purchasing bonds to
satisfy its delivery obligation where the Fund took a short position in the
swap and there has been a credit event.

|X| Foreign Investing. The Fund typically invests a portion of its
assets in foreign debt securities. The Fund can buy debt securities issued by
foreign governments or companies. The Fund can buy securities of governments
and companies in under-developed and developed markets. However, the Fund
may not invest more than 10% of its net assets in the securities of
governments and companies in emerging markets. Debt securities issued or
guaranteed by a foreign government or its agencies might not be backed by the
"full faith and credit" of the government.

The Fund's foreign debt investments can be denominated in U.S. dollars
or in foreign currencies. However, the Fund may not invest more than 20% of
its net assets in foreign debt securities. The Fund will buy and sell
foreign currency only in connection with the purchase and sale of foreign
securities and not for speculation.

|X| Loans and Portfolio Securities. The Fund has entered into a
Securities Lending Agreement with JP Morgan Chase. Under that agreement
portfolio securities of the Fund may be loaned to brokers, dealers and other
financial institutions. The Securities Lending Agreement provides that loans
must be adequately collateralized and may be made only in conformity with
Fund's Securities Lending Guidelines, adopted by the Fund's Board of
Trustees. The value of the securities loaned may not exceed 25% of the value
of the Fund's net assets.

Special Portfolio Diversification Requirements. To enable a variable annuity
or variable life insurance contract based on an insurance company separate
account to qualify for favorable tax treatment under the Internal Revenue
Code, the underlying investments must follow special diversification
requirements that limit the percentage of assets that can be invested in
securities of particular issuers. The Fund's investment program is managed to
meet those requirements, in addition to other diversification requirements
under the Internal Revenue Code and the Investment Company Act that apply to
publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could cause
earnings on a contract owner's interest in an insurance company separate
account to be taxable income. Those diversification requirements might also
limit, to some degree, the Fund's investment decisions in a way that could
reduce its performance.

Can the Fund's Investment Objective and Policies Change? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's objective
is a fundamental policy. Investment restrictions that are fundamental
policies are listed in the Statement of Additional Information. An investment
policy is not fundamental unless this Prospectus or the Statement of
Additional Information says that it is.

|X| Portfolio Turnover. The Fund may engage in active and frequent
trading to try to achieve its objective. It might have a turnover rate in
excess of 100% annually. Increased portfolio turnover creates higher
brokerage and transaction costs for the Fund (and may reduce performance).
For a contract owner, any increase in realized gains will generally not be
taxable directly but may affect the owner's tax basis in the account. The
Financial Highlights table at the end of this Prospectus shows the Fund's
portfolio turnover rates during prior fiscal years.

Other Investment Strategies. To seek its objective, the Fund can also use the
investment techniques and strategies described below. The Fund might not
always use all of them. These techniques have risks, although some of them
are designed to help reduce overall investment or market risks.

|X| Forward Rolls. The Fund can enter into "forward roll" transactions
with respect to mortgage-related securities. In this type of transaction, the
Fund sells a mortgage-related security to a buyer and simultaneously agrees
to repurchase a similar security at a later date at a set price.

During the period between the sale and the repurchase, the Fund will not be
entitled to receive interest and principal payments on the securities that
have been sold. It is possible that the market value of the securities the
Fund sells may decline below the price at which the Fund is obligated to
repurchase securities, or that the counterparty might default in its
obligation.

|X| Bank Loan Participation Agreements. The Fund can invest in bank
loan participation agreements. They provide the Fund an undivided interest in
a loan made by the issuing bank in the proportion the Fund's interest bears
to the total principal amount of the loan. In evaluating the risk of these
investments, the Manager looks to the creditworthiness of the borrower that
is obligated to make principal and interest payments on the loan. Not more
than 5% of the Fund's net assets can be invested in participation interests
of any one borrower.

|X| Repurchase Agreements. The Fund can enter into repurchase
agreements. In a repurchase transaction, the Fund buys a security and
simultaneously sells it to the vendor for delivery at a future date.
Repurchase agreements must be fully collateralized. However, if the vendor
fails to pay the resale price on the delivery date, the Fund could incur
costs in disposing of the collateral and might experience losses if there is
any delay in its ability to do so. There is no limit on the amount of the
Fund's net assets that may be subject to repurchase agreements of seven days
or less.

|X| Zero-Coupon and "Stripped" Securities. Some of the U.S. government
and private company debt securities the Fund buys are zero-coupon bonds that
pay no interest. They are issued at a substantial discount from their face
value. "Stripped" securities are the separate income or principal components
of a debt security. Some CMOs or other mortgage-related securities may be
stripped, with each component having a different proportion of principal or
interest payments. One class might receive all the interest and the other all
the principal payments.
Zero-coupon and stripped securities are subject to greater fluctuations
in price from interest rate changes than conventional interest-bearing
securities. The Fund may have to pay out the imputed income on zero-coupon
securities without receiving the actual cash currently. Interest-only
securities are particularly sensitive to changes in interest rates.

The values of interest-only mortgage related securities are also very
sensitive to prepayments of underlying mortgages. Principal-only securities
are also sensitive to changes in interest rates. When prepayments tend to
fall, the timing of the cash flows to these securities increases, making them
more sensitive to changes in interest rates. The market for some of these
securities may be limited, making it difficult for the Fund to dispose of its
holdings at an acceptable price.

|X| Asset-Backed Securities. The Fund can buy asset-backed securities,
which are fractional interests in pools of loans collateralized by loans or
other assets or receivables. They are typically issued by trusts and special
purpose corporations that pass the income from the underlying pool to the
buyer of the interest. These securities are subject to prepayment risks and
the risk of default by the issuer as well as by the borrowers of the
underlying loans in the pool.

|X| Illiquid and Restricted Securities. Investments may be illiquid
because they do not have an active trading market, making it difficult to
value them or dispose of them promptly at an acceptable price. Restricted
securities may have terms that limit their resale to other investors or may
require registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities but is not required to sell them due to
declines in the Fund's share price. Certain restricted securities that are
eligible for resale to qualified institutional purchasers may not be subject
to that limit. The Manager monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain adequate
liquidity.

|X| "Structured" Notes. The Fund can buy "structured" notes, which are
specially-designed derivative debt investments whose payments of principal or
interest are linked to the value of an index (such as a currency or
securities index) or commodity, including financial commodities. The terms of
the instrument may be "structured" by the purchaser (the Fund) and the
borrower issuing the note.

The principal and/or interest payments depend on the performance of one
or more other securities or indices, and the values of these notes will
therefore fall or rise in response to the changes in the values of the
underlying security or index. They are subject to both credit and interest
rate risks and therefore the Fund could receive more or less than it
originally invested when the notes mature, or it might receive less interest
than the stated coupon payment if the underlying investment or index does not
perform as anticipated. Their values may be very volatile and they may have a
limited trading market, making it difficult for the Fund to sell its
investment at an acceptable price.

|X| Derivative Investments. The Fund can invest in a number of
different kinds of "derivative" investments. In the broadest sense,
exchange-traded options, futures contracts, mortgage-related securities and
other hedging instruments the Fund can use may be considered "derivative
investments." In addition to using hedging instruments, the Fund may use
other derivative investments because they offer the potential for increased
income and principal value.

Markets underlying securities and indices may move in a direction not
anticipated by the Manager. Interest rate and stock market changes in the
U.S. and abroad may also influence the performance of derivatives. As a
result of these risks the Fund could realize less principal or income from
the investment than expected. Certain derivative investments held by the
Fund may be illiquid.

|X| Hedging. The Fund can buy and sell futures contracts, forward
contracts and put and call options, including options on futures and
broadly-based securities indices. These are all referred to as "hedging
instruments." The Fund is not required to use hedging instruments to seek
its objective. The Fund does not use hedging instruments for speculative
purposes, and has limits on its use of them.

The Fund could buy and sell options, futures and forward contracts for
a number of purposes. It might do so to try to manage its exposure to the
possibility that the prices of its portfolio securities may decline, or to
establish a position in the securities market as a temporary substitute for
purchasing individual securities. It might do so to try to manage its
exposure to changing interest rates. Forward contracts can be used to try to
manage foreign currency risks on the Fund's foreign investments.

If the Manager used a hedging instrument at the wrong time or judged
market conditions incorrectly, the strategy could reduce the Fund's return.
The Fund could also experience losses if the prices of its futures and
options positions were not correlated with its other investments or if it
could not close out a position because of an illiquid market.

|X| Short-Term Debt Securities. The Fund can buy high-quality,
short-term money market instruments, including obligations of the U.S.
Government and its agencies, short-term corporate debt obligations, bank
certificates of deposit and bankers' acceptances, and commercial paper, which
are short-term, negotiable promissory notes of companies.

|X| Temporary Defensive and Interim Investments. In times of adverse or
unstable market, economic or political conditions, the Fund can invest up to
100% of its total assets in temporary defensive investments that are
inconsistent with the Fund's principal investment strategies. Generally they
would be highly-rated commercial paper and money market instruments, U.S.
government securities and repurchase agreements. The Fund might also hold
these types of securities pending the investment of proceeds from the sale of
Fund shares or portfolio securities or to meet anticipated redemptions of
Fund shares. To the extent the Fund invests defensively in these securities,
it may not achieve its investment objective.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also discloses its portfolio holdings in its Statements of Investments
on Form N-Q, which are filed with the Securities and Exchange Commission (the
"SEC") no later than 60 days after the close of its first and third fiscal
quarters. These required filings are publicly available at the SEC.
Therefore, portfolio holdings of the Fund are made publicly available no
later than 60 days after the close of each of the Fund's fiscal quarters.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

How the Fund Is Managed

The Manager. The Manager chooses the Fund's investments and handles its
day-to-day business. The Manager carries out its duties, subject to the
policies established by the Fund's Board of Trustees, under an investment
advisory agreement that states the Manager's responsibilities. The agreement
sets the fees the Fund pays to the Manager and describes the expenses that
the Fund is responsible to pay to conduct its business.

The Manager has been an investment adviser since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $215 billion in
assets as of March 31, 2006, including other Oppenheimer funds with more
than 6 million shareholder accounts. The Manager is located at Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

|X| Advisory Fees. Under the investment advisory agreement, the Fund
pays the Manager an advisory fee at an annual rate that declines on
additional assets as the Fund grows: 0.75% of the first $200 million of
average annual net assets, 0.72% of the next $200 million, 0.69% of the next
$200 million, 0.66% of the next $200 million, and 0.60% of average annual net
assets over $800 million. The Fund's management fee for its last fiscal year
ended December 31, 2005, was 0.72% of the Fund's average annual net assets
for each class of shares.

A discussion regarding the basis for the Board of Trustees' approval of
the Fund's investment advisory contract is available in the Fund's Annual
Report to shareholders for the year ended December 31, 2005.

|X| Portfolio Managers. The equity component of the Fund's portfolio is
managed by Emmanuel Ferreira and Christopher Leavy, and the fixed-income
component of the Fund's portfolio is managed by Angelo Manioudakis and a team
of investment professionals including Benjamin J. Gord, Geoffrey Caan, and
Antulio N. Bomfim who are primarily responsible for the day-to-day management
of the Fund's investments.

Mr. Ferreira is the lead manager of the equity component of the Fund's
portfolio and has been a Vice President of the Fund and the Manager since
January 2003. He is a portfolio manager and officer of other portfolios in
the OppenheimerFunds complex. He was formerly Portfolio Manager at Lashire
Investments from July 1999 through December 2002.

Mr. Leavy has been a Senior Vice President of the Manager since
September 2000 and is a portfolio manager and officer of other portfolios in
the OppenheimerFunds complex. Mr. Leavy was a portfolio manger at Morgan
Stanley Dean Witter Investment Management from 1997 through September 2000.

The Fund's fixed-income component is managed by a portfolio management
team comprised of Angelo Manioudakis, Benjamin Gord, Geoffrey Caan and
Antulio N. Bomfim. This portfolio management team is primarily responsible
for the day-to-day management of the fixed-income component of the Fund.

Mr. Manioudakis has been a Vice President of the Fund since January
2003 and a Senior Vice President of the Manager and of HarbourView Asset
Management Corporation since April 2002. He has been a Senior Vice President
of OFI Institutional Asset Management, Inc. since June 2002. He is also a
portfolio manager and officer of other portfolios in the OppenheimerFunds
complex. Mr. Manioudakis was Executive Director and portfolio manager for
Miller, Anderson & Sherrerd, a division of Morgan Stanley Investment
Management from August 1993 through April 2002.

Mr. Gord has been a portfolio manager of the Fund since January 2003
and a Vice President of the Manager since April 2002. He is also a portfolio
manager of other portfolios in the OppenheimerFunds complex. Mr. Gord was an
Executive Director and a senior fixed income analyst at Miller, Anderson &
Sherrerd, a division of Morgan Stanley Investment Management from April 1992
through March 2002.

Mr. Caan has been a portfolio manager of the Fund since January 2003
and a Vice President of the Manager since August 2003. He is also a
portfolio manager of other portfolios in the OppenheimerFunds complex. Mr.
Caan was a Vice President of ABN AMRO N.A., Inc. from June 2002 through
August 2003, and a Vice President of Zurich Scudder Investments from January
1999 through June 2002.

Mr. Bomfim has been a portfolio manager of the Fund since October 2003
and a Vice President of the Manager since October 2003. He is also a
portfolio manager of other portfolios in the OppenheimerFunds complex. Mr.
Bomfim was a Senior Economist at the Board of Governors of the Federal
Reserve System from June 1992 to October 2003.

The Statement of Additional Information provides additional information
about the Portfolio Managers' compensation, other accounts they manage and
their ownership of Fund shares.

|X| Possible Conflicts of Interest. The Fund offers its shares to separate
accounts of different insurance companies as an investment for their variable
annuity, variable life and other investment product contracts. While the Fund
does not foresee any disadvantages to contract owners from these
arrangements, it is possible that the interests of owners of different
contracts participating in the Fund through different separate accounts might
conflict. For example, a conflict could arise because of differences in tax
treatment.

The Fund's Board of Trustees has procedures to monitor the portfolio
for possible conflicts to determine what action should be taken. If a
conflict occurs, the Board might require one or more participating insurance
company separate accounts to withdraw their investments in the Fund. That
could force the Fund to sell securities at disadvantageous prices, and
orderly portfolio management could be disrupted. Also, the Board might refuse
to sell shares of the Fund to a particular separate account, or could
terminate the offering of the Fund's shares if required to do so by law or if
it would be in the best interests of the shareholders of the Fund to do so.

INVESTING IN THE FUND

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by
separate investment accounts of participating insurance companies as an
underlying investment for variable life insurance policies, variable annuity
contracts or other investment products. Individual investors cannot buy
shares of the Fund directly. Please refer to the accompanying prospectus of
the participating insurance company for information on how to select the Fund
as an investment option for that variable life insurance policy, variable
annuity or other investment product. That prospectus will indicate whether
you are eligible to purchase Service shares of the Fund. The Fund reserves
the right to refuse any purchase order when the Manager believes it would be
in the Fund's best interests to do so.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Fund shares may interfere with the Manager's ability to manage
the Fund's investments, increase the Fund's transaction and administrative
costs and/or affect the Fund's performance, depending on various factors,
such as the size of the Fund, the nature of its investments, the amount of
Fund assets the portfolio managers maintain in cash or cash equivalents from
time to time, and the aggregate dollar amount, number and frequency of
trades. If large dollar amounts are involved in redemption transactions, the
Fund might be required to sell portfolio securities at unfavorable times to
meet such requests, and the Fund's transaction or administrative expenses
might be increased.

o The Fund's Transfer Agent will attempt to monitor the net effect on the
Fund's assets from the purchase and redemption activity in the
accounts of participating insurance companies. The Transfer Agent
will seek to identify patterns that may suggest excessive trading by
the contract or policy owners who invest in the insurance company's
accounts. If the Transfer Agent believes it has observed evidence of
possible excessive trading activity, it will ask the participating
insurance companies or other registered owners to review the
transaction activity by the contract or policy holders in their
respective accounts, take appropriate action, and confirm to the
Transfer Agent that appropriate action has been taken to curtail any
excessive trading activity.
o The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would be
excessive or disruptive.

Monitoring the Policies. These policies and procedures are administered by
the Transfer Agent. However, the Transfer Agent presently does not have the
ability to monitor trading activity of accounts held by underlying contract
or policy owners within the accounts of a participating insurance company.
The Transfer Agent's ability to monitor and deter excessive short-term
trading in such insurance company accounts ultimately depends on the
capability and cooperation of each participating insurance company in
monitoring and controlling transactional activity of contract or policy
owners who own interests in the insurance company's accounts. The Fund has
asked its participating insurance companies for their cooperation in trying
to prevent excessive short term trading activity in their separate accounts
by contract or policy owners or their financial advisers.

Periodic asset allocation and re-balancing of a portion of the fund
shares held in accounts of contract or policy owners is generally not
considered by the Transfer Agent to be "excessive trading." Participating
insurance companies may have their own policies and procedures limiting
trading among investments held in the accounts of their contract or policy
owners. The Transfer Agent has advised those participating insurance
companies that certain types of trading activity, such as making an
"exchange" out of the Fund within 30 days of buying shares (by the sale of
the recently purchased Fund's shares and the purchase of shares of another
Fund), or making more than six "round trip exchanges" between funds in a year
is considered by the Transfer Agent to be "excessive trading" activity.
Participating insurance companies have been asked to monitor for and to deter
such activity, but have no obligation to do so. There is no guarantee that
the policies and procedures described above will be effective to enable the
Fund's Transfer Agent to identify and deter excessive short-term trading.

Each participating insurance company may impose its own restrictions or
limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
participating insurance companies will be successful in curbing short-term or
excessive trading.

- ------------------------------------------------------------------------------

Information about your investment in the Fund through your variable annuity
contract, variable life insurance policy or other plan can be obtained only
from your participating insurance company or its servicing agent. The Fund's
Transfer Agent does not hold or have access to those records. Instructions
for buying or selling shares of the Fund should be given to your insurance
company or its servicing agent, not directly to the Fund or its Transfer
Agent.
- ------------------------------------------------------------------------------

At What Price Are Shares Sold? Shares are sold to participating insurance
companies at their offering price, which is the net asset value per share.
The Fund does not impose any sales charge on purchases of its shares. If
there are any charges imposed under the variable annuity, variable life or
other contract through which Fund shares are purchased, they are described in
the accompanying prospectus of the participating insurance company.

Net Asset Value. The Fund calculates the net asset value of each class of
shares as of the close of the NYSE, on each day the NYSE is open for trading
(referred to in this Prospectus as a "regular business day"). The NYSE
normally closes at 4:00 p.m., Eastern time, but may close earlier on some
days. All references to time in this Prospectus mean "Eastern time".

The net asset value per share for a class of shares on a "regular
business day" is determined by dividing the value of the Fund's net assets
attributable to that class by the number of shares of that class outstanding
on that day. To determine net asset values, the Fund assets are valued
primarily on the basis of current market quotations. If market quotations are
not readily available or do not accurately reflect fair value for a security
(in the Manager's judgment) or if a security's value has been materially
affected by events occurring after the close of the NYSE or market on which
the security is principally traded, that security may be valued by another
method that the Board of Trustees believes accurately reflects the fair
value. Because some foreign securities trade in markets and on exchanges that
operate on weekends and U.S. holidays, the values of some of the Fund's
foreign investments may change on days when investors cannot buy or redeem
Fund shares.

The Board has adopted valuation procedures for the Fund and has
delegated the day-to-day responsibility for fair value determinations to the
Manager's Valuation Committee. Fair value determinations by the Manager are
subject to review, approval and ratification by the Board at its next
scheduled meeting after the fair valuations are determined. In determining
whether current market prices are readily available and reliable, the Manager
monitors the information it receives in the ordinary course of its investment
management responsibilities for significant events that it believes in good
faith will affect the market prices of the securities of issuers held by the
Fund. Those may include events affecting specific issuers (for example, a
halt in trading of the securities of an issuer on an exchange during the
trading day) or events affecting securities markets (for example, a foreign
securities market closes early because of a natural disaster). The Fund uses
fair value pricing procedures to reflect what the Manager and the Board
believe to be more accurate values for the Fund's portfolio securities,
although it may not always be able to accurately determine such values. In
addition, the discussion of "time-zone arbitrage" describes effects that the
Fund's fair value pricing policy is intended to counteract.

If, after the close of the principal market on which a security held by
the Fund is traded and before the time as of which the Fund's net asset
values are calculated that day, a significant event occurs that the Manager
learns of and believes in the exercise of its judgment will cause a material
change in the value of that security from the closing price of the security
on the principal market on which it is traded, the Manager will use its best
judgment to determine a fair value for that security.

The Manager believes that foreign securities values may be affected by
volatility that occurs in U.S. markets on a trading day after the close of
foreign securities markets. The Manager's fair valuation procedures therefore
include a procedure whereby foreign securities prices may be "fair valued" to
take those factors into account.

The offering price that applies to an order from a participating
insurance company is based on the next calculation of the net asset value per
share that is made after the insurance company (as the Fund's designated
agent to receive purchase orders) receives a purchase order from its contract
owners to purchase Fund shares on a regular business day, provided that the
Fund receives the order from the insurance company, generally by 9:30 a.m.
Eastern time on the next regular business day at the offices of its Transfer
Agent in Colorado.

|X| Classes of Shares. The Fund has four classes of shares authorized. The
Fund currently offers only two classes of shares. The classes of shares
designated as Service shares are subject to a Distribution and Service Plan.
The impact of the expenses of the Plan on Service shares is described below.
The class of shares that are not subject to a Plan has no class "name"
designation. The different classes of shares represent investments in the
same portfolio of securities but are expected to be subject to different
expenses and will likely have different share prices.

Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service shares to pay the Distributor for
distribution related services, personal services and account maintenance for
the Fund's Service shares. Under the Plan, payments are made quarterly at an
annual rate of up to 0.25% of the average annual net assets of Service shares
of the Fund. Because these fees are paid out of the Fund's assets on an
on-going basis, over time these fees will increase the cost of your
investment and may cost you more than other types of fees or sales charges.
The Distributor currently uses all of those fees to compensate sponsor(s) of
the insurance product that offers Fund shares, for providing personal service
and maintenance of accounts of their variable contract owners that hold
Service shares.

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager
and the Distributor, in their discretion, also may pay dealers or other
financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the
Manager's and/or the Distributor's own resources, including from the profits
derived from the advisory fees the Manager receives from the Fund. These cash
payments, which may be substantial, are paid to many firms having business
relationships with the Manager and Distributor. These payments are in
addition to any distribution fees, servicing fees, or transfer agency fees
paid directly or indirectly by the Fund to these financial intermediaries and
any commissions the Distributor pays to these firms out of the sales charges
paid by investors. These payments by the Manager or Distributor from their
own resources are not reflected in the tables in the section called "Fees and
Expenses of the Fund" in this Prospectus because they are not paid by the
Fund.

"Financial intermediaries" are firms that offer and sell Fund shares to
their clients, or provide shareholder services to the Fund, or both, and
receive compensation for doing so. Your securities dealer or insurance agent,
for example, is a financial intermediary, and there are other types of
financial intermediaries that could receive payments relating to the sale or
servicing of the Fund's shares. In addition to dealers and insurance agents,
the financial intermediaries that may receive payments include insurance
companies that offer variable annuity or variable life insurance products.

In general, these payments to financial intermediaries can be
categorized as "distribution-related" or "servicing" payments. Payments for
distribution-related expenses, such as marketing or promotional expenses, are
often referred to as "revenue sharing." Revenue sharing payments may be made
on the basis of the sales of shares attributable to that financial
intermediary, the average net assets of the Fund and other Oppenheimer funds
attributable to the accounts of that financial intermediary and its clients,
negotiated lump sum payments for distribution services provided, or sales
support fees. In some circumstances, revenue sharing payments may create an
incentive for a dealer or other financial intermediary or their
representatives to recommend or offer shares of the Fund or other Oppenheimer
funds to their customers. These payments also may give an intermediary an
incentive to cooperate with the Distributor's marketing efforts. A revenue
sharing payment may, for example, qualify the Fund for preferred status with
the intermediary receiving the payment or provide representatives of the
Distributor with access to representatives of the intermediary's sales force,
in some cases on a preferential basis over funds of competitors.
Additionally, as firm support, the Manager or Distributor may reimburse
expenses related to educational seminars and "due diligence" or training
meetings (to the extent permitted by applicable laws or the rules of the
NASD) designed to increase sales representatives' awareness about Oppenheimer
funds, including travel and lodging expenditures. However, the Manager does
not consider a financial intermediary's sale of shares of the Fund or other
Oppenheimer funds when selecting brokers or dealers to effect portfolio
transactions for the funds.

Various factors are used to determine whether to make revenue sharing
payments. Possible considerations include, without limitation, the types of
services provided by the intermediary, sales of Fund shares, the redemption
rates on accounts of clients of the intermediary or overall asset levels of
Oppenheimer funds held for or by clients of the intermediary, the willingness
of the intermediary to allow the Distributor to provide educational and
training support for the intermediary's sales personnel relating to the
Oppenheimer funds, the availability of the Oppenheimer funds on the
intermediary's sales system, as well as the overall quality of the services
provided by the intermediary, and the Manager or Distributor's relationship
with the intermediary. The Manager and Distributor have adopted guidelines
for assessing and implementing each prospective revenue sharing arrangement.
To the extent that financial intermediaries receiving distribution-related
payments from the Manager or Distributor sell more shares of the Oppenheimer
funds or retain more shares of the funds in their client accounts, the
Manager and Distributor benefit from the incremental management and other
fees they receive with respect to those assets.

Payments may also be made by the Manager, the Distributor or the
Transfer Agent to financial intermediaries to compensate or reimburse them
for administrative or other client services provided, such as sub-transfer
agency services for shareholders or retirement plan participants, omnibus
accounting or sub-accounting, participation in networking arrangements,
account set-up, recordkeeping and other shareholder services. Payments may
also be made for administrative services related to the distribution of Fund
shares through the intermediary. Firms that may receive servicing fees with
respect to OppenheimerFunds include insurance companies that offer variable
annuity or variable life insurance products, retirement plan administrators,
qualified tuition program sponsors, banks and trust companies, and others.
These fees may be used by the service provider to offset or reduce fees that
would otherwise be paid directly to them by certain account holders.

The Statement of Additional Information contains more information about
revenue sharing and service payments made by the Manager or the Distributor.
Your dealer may charge you fees or commissions in addition to those disclosed
in this Prospectus. You should ask your dealer or financial intermediary for
details about any such payments it receives from the Manager or the
Distributor and their affiliates, or any other fees or expenses it charges.

How Are Shares Redeemed? As with purchases, only the participating insurance
companies that hold Fund shares in their separate accounts for the benefit of
variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract holders and
policy holders should not directly contact the Fund or its transfer agent to
request a redemption of Fund shares. Contract owners should refer to the
withdrawal or surrender instructions in the accompanying prospectus of the
participating insurance company.

The share price that applies to a redemption order is the next net
asset value per share that is determined after the participating insurance
company (as the Fund's designated agent) receives a redemption request on a
regular business day from its contract or policy holder, provided that the
Fund receives the order from the insurance company, generally by 9:30 a.m.
the next regular business day at the office of its Transfer Agent in
Colorado. The participating insurance company must receive that order before
the close of the NYSE (usually 4:00 p.m. Eastern time). The Fund normally
sends payment by Federal Funds wire to the insurance company's account the
day after the Fund receives the order (and no later than seven days after the
Fund's receipt of the order). Under unusual circumstances determined by the
Securities and Exchange Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class of
shares from net investment income on an annual basis. Dividends and
distributions will generally be lower for Service shares, which normally have
higher expenses. The Fund has no fixed dividend rate and cannot guarantee
that it will pay any dividends.

All dividends (and any capital gains distributions) will be reinvested
automatically in additional Fund shares at net asset value for the account of
the participating insurance company (unless the insurance company elects to
have dividends or distributions paid in cash).

Capital Gains. The Fund may realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term
or long-term capital gains each year. The Fund may make supplemental
distributions of dividends and capital gains following the end of its fiscal
year. There can be no assurance that the Fund will pay any capital gains
distributions in a particular year.

Taxes. For a discussion of the tax status of a variable annuity contract, a
variable life insurance policy or other investment product of a participating
insurance company, please refer to the accompanying prospectus of your
participating insurance company. Because shares of the Fund may be purchased
only through insurance company separate accounts for variable annuity
contracts, variable life insurance policies or other investment products,
dividends paid by the Fund from net investment income and distributions (if
any) of net realized short-term and long-term capital gains will be taxable,
if at all, to the participating insurance company, although they may affect
the tax basis of certain types of distributions from those accounts.

This information is only a summary of certain federal income tax
information about an investment in Fund shares. You should consult with your
tax adviser or your participating insurance company representative about the
effect of an investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance for the past five fiscal years. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
the Fund's independent registered public accounting firm, whose report, along
with the Fund's financial statements, is included in the Statement of
Additional Information, which is available upon request.

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 17.35 $ 15.92 $ 13.16 $ 15.40 $ 16.55
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .33 1 .26 1 .27 .50 .53
Net realized and unrealized gain (loss) .31 1.33 2.90 (2.02) (.19)
--------------------------------------------------------------------
Total from investment operations .64 1.59 3.17 (1.52) .34
- -----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.30) (.16) (.41) (.51) (.64)
Distributions from net realized gain (.62) -- -- (.21) (.85)
--------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.92) (.16) (.41) (.72) (1.49)
- -----------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period $ 17.07 $ 17.35 $ 15.92 $ 13.16 $ 15.40
====================================================================

- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 3.89% 10.10% 24.96% (10.40)% 2.22%
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 503,753 $ 547,290 $ 533,710 $ 458,848 $ 593,033
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 522,754 $ 528,655 $ 475,389 $ 517,516 $ 599,324
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 1.98% 1.59% 1.82% 3.31% 3.42%
Total expenses 0.74% 4 0.74% 4 0.76% 4 0.74% 4 0.76% 4
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 67% 5 68% 5 248% 42% 30%

1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Total returns are not annualized for
periods less than one full year. Total return information does not reflect
expenses that apply at the separate account level or to related insurance
products. Inclusion of these charges would reduce the total return figures for
all periods shown. Returns do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

5. The portfolio turnover rate excludes purchases and sales of To Be Announced
(TBA) mortgage-related securities as follows:

PURCHASE TRANSACTIONS SALE TRANSACTIONS
- --------------------------------------------------------------------------------
Year Ended December 31, 2005 $1,224,652,741 $1,250,455,539
Year Ended December 31, 2004 $1,460,076,994 $1,473,590,963

19 | OPPENHEIMER BALANCED FUND/VA

FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------

SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 1
- ---------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 17.26 $ 15.87 $ 13.14 $ 14.51
- ---------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .29 2 .23 2 .39 .13
Net realized and unrealized gain (loss) .31 1.31 2.74 (1.50)
------------------------------------------------------------
Total from investment operations .60 1.54 3.13 (1.37)
- ---------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.27) (.15) (.40) --
Distributions from net realized gain (.62) -- -- --
------------------------------------------------------------
Total dividends and/or distributions to shareholders (.89) (.15) (.40) --
- ---------------------------------------------------------------------------------------------------------------------

Net asset value, end of period $ 16.97 $ 17.26 $ 15.87 $ 13.14
============================================================

- ---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 3.67% 9.79% 24.69% (9.44)%
- ---------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 88,156 $ 59,650 $ 25,302 $ 2,306
- ---------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 72,977 $ 39,851 $ 9,908 $ 1,037
- ---------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 1.74% 1.41% 1.37% 3.30%
Total expenses 1.00% 5 1.02% 5 1.01% 5 0.99% 5
- ---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 67% 6 68% 6 248% 42%

1. For the period from May 1, 2002 (inception of offering) to December 31, 2002.

2. Per share amounts calculated based on the average shares outstanding during
the period.

3. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Total returns are not annualized for
periods less than one full year. Total return information does not reflect
expenses that apply at the separate account level or to related insurance
products. Inclusion of these charges would reduce the total return figures for
all periods shown. Returns do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.

4. Annualized for periods of less than one full year.

5. Reduction to custodian expenses less than 0.01%.

6. The portfolio turnover rate excludes purchases and sales of To Be Announced
(TBA) mortgage-related securities as follows:

Information and Services

For More Information on Oppenheimer Balanced Fund/VA

The following additional information about the Fund is available without
charge upon request:

STATEMENT OF ADDITIONAL INFORMATION. This document includes additional
information about the Fund's investment policies, risks, and operations. It
is incorporated by reference into this Prospectus (which means it is legally
part of this Prospectus).

ANNUAL AND SEMI-ANNUAL REPORTS. Additional information about the Fund's
investments and performance is available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Fund's
performance during its last fiscal year.

How to Get More Information
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports and the notice explaining the Fund's privacy policy:

- ------------------------------------------------------------------------------

By Telephone:

- ------------------------------------------------------------------------------

Call OppenheimerFunds Services toll-free: 1.800.981.2871

By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270

- ------------------------------------------------------------------------------

Denver, Colorado 80217-5270

- ------------------------------------------------------------------------------

On the Internet: You can request these documents by e-mail or through the
OppenheimerFunds website. You may also read or download certain documents on the
OppenheimerFunds website at: www.oppenheimerfunds.com.

Information about the Fund including the Statement of Additional
Information can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1.202.942.8090. Reports and other information
about the Fund are available on the EDGAR database on the SEC's Internet website
at www.sec.gov. Copies may be obtained after payment of a duplicating fee by
electronic request at the SEC's e-mail address: publicinfo@sec.gov or by writing
to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any state
or other jurisdiction where it is unlawful to make such an offer.

[logo] OppenheimerFunds Distributor, Inc. The Fund's SEC File No.: 811-4108
PR0670.001.0406 Printed on recycled paper

Appendix to Prospectus of Oppenheimer Balanced Fund/VA (a series of
Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Balanced Fund/VA
(the "Fund") under the heading "Annual Total Return (as of December 31 each
year)":

A bar chart will be included in the Prospectus of the Fund depicting the
annual total returns of a hypothetical $10,000 investment in shares of the Fund
for each of the ten most recent calendar years, without deducting separate
account expenses. Set forth below are the relevant data that will appear on the
bar chart:

Calendar Year Ended Annual Total Returns

12/31/96 15.50%
12/31/97 17.22%
12/31/98 6.66%
12/31/99 11.80%
12/31/00 6.44%
12/31/01 2.22%
12/31/02 -10.40%
12/31/03 24.96%
12/31/04 10.10%
12/31/05 3.89%

Capital Appreciation

Oppenheimer
Capital Appreciation Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated April 30, 2006

Oppenheimer Capital Appreciation
Fund/VA is a mutual fund that seeks
capital appreciation by investing in
securities of well-known, established
companies.
Shares of the Fund are sold only
as the underlying investment for
variable life insurance policies,
variable annuity contracts and other
insurance company separate accounts. A
prospectus for the insurance product
you have selected accompanies this
Prospectus and explains how to select
shares of the Fund as an investment
under that insurance product, and
whether you are eligible to purchase
Service shares of the Fund.
This Prospectus contains
important information about the Fund's
objective, its investment policies,
strategies and risks. Please read this
Prospectus (and your insurance product
prospectus) carefully before you
invest and keep them for future
As with all mutual funds, the reference about your account.
Securities and Exchange Commission has
not approved or disapproved the Fund's
securities nor has it determined that
this Prospectus is accurate or
complete. It is a criminal offense to
represent otherwise.

Contents

About the Fund
- ------------------------------------------------------------------------------

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

Investing in the Fund
- ------------------------------------------------------------------------------

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks capital appreciation
by investing in securities of well-known, established companies.

What Does the Fund Mainly Invest In? The Fund invests mainly in common stocks
of "growth companies." These may be established companies of any
capitalization range that the portfolio managers believe may appreciate in
value over the long term. The Fund currently focuses mainly on mid-cap and
large-cap domestic companies, but can buy foreign stocks as well.

How Do the Portfolio Managers Decide What Securities to Buy or Sell? The
Fund's portfolio managers look primarily for growth companies that they
believe have reasonably priced stock in relation to overall stock market
valuations. The portfolio managers focus on factors that may vary in
particular cases and over time in seeking broad diversification of the Fund's
portfolio among industries and market sectors. Currently the portfolio
managers look for:
o companies in businesses with above-average growth potential,
o companies with o growth rates that the portfolio managers
believe are sustainable over time,
o stocks with reasonable valuations relative to their growth potential.

Who Is the Fund Designed For? The Fund's shares are available only as an
investment option under certain variable annuity contracts, variable life
insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking
capital appreciation in their investment over the long term, from investments
in common stocks of well-known companies. Those investors should be willing
to assume the risks of short-term share price fluctuations that are typical
for a fund focusing on stock investments. Since the Fund's income level will
fluctuate and will likely be small, it is not designed for investors needing
an assured level of current income. The Fund is not a complete investment
program.

Main Risks of Investing in the Fund

All investments have some degree of risk. The Fund's investments are
subject to changes in their value from a number of factors described below.
There is also the risk that poor security selection by the Fund's investment
manager, OppenheimerFunds, Inc., (the "Manager") will cause the Fund to
underperform other funds having a similar objective.

Changes in the overall market prices of securities and the income they
pay can occur at any time. The share price of the Fund will change daily
based on changes in market conditions, market prices of securities and in
response to other economic events.

|X| Risks of Investing in Stocks. Stocks fluctuate in price, and their
short-term volatility at times may be great. Because the Fund currently
invests primarily in common stocks of U. S. companies, the value of the
Fund's portfolio will be affected by changes in the stock markets. Market
risk will affect the Fund's net asset values per share, which will fluctuate
as the values of the Fund's portfolio securities change. A variety of factors
can affect the price of a particular stock and the prices of individual
stocks do not all move in the same direction uniformly or at the same time.
Different stock markets may behave differently from each other. Securities in
the Fund's portfolio may not increase as much as the market as a whole.
Growth stocks may at times be favored by the market and at other times may be
out of favor. Some securities may be inactively traded, and therefore, may
not be readily bought or sold. Although some growth stocks may appreciate
quickly, investors should not expect the Fund's investments to act in this
manner. The Fund is designed for long-term capital appreciation.

Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the
issuer. The Fund invests mainly in securities of large companies, but can
also invest in small and medium-size companies, which may have more volatile
stock prices than large companies.

|X| Industry and Sector Focus. At times the Fund may increase the relative
emphasis of its investments in a particular industry or sector. The prices of
stocks of issuers in a particular industry or sector may go up and down in
response to changes in economic conditions, government regulations,
availability of basic resources or supplies, or other events that affect that
industry or sector more than others. To the extent that the Fund increases
the relative emphasis of its investments in a particular industry or sector,
its share values may fluctuate in response to events affecting that industry
or sector. To some extent that risk may be limited by the Fund's policy of
not concentrating 25% or more of its total assets in investments in any one
industry.

|X| Risks of Growth Stocks. Stocks of growth companies may offer
opportunities for greater capital appreciation but may be more volatile than
stocks of larger, more established companies. If the company's earnings
growth fails to increase as expected, the stock price of a growth company may
decline sharply.

|X| Risks of Foreign Investing. The change in value of a foreign currency
against the U.S. dollar will result in a change in the U.S. dollar value of
securities denominated in that foreign currency. Foreign issuers are not
subject to the same accounting and disclosure requirements that U.S.
companies are subject to. The value of foreign investments may be affected by
exchange control regulations, expropriation or nationalization of a company's
assets, foreign taxes, delays in settlement of transactions, changes in
governmental economic or monetary policy in the U.S. or abroad, or other
economic or political factors.

Additionally, if a Fund invests a significant amount of its assets in
foreign securities, it may be exposed to "time-zone arbitrage" attempts by
investors seeking to take advantage of the differences in value of foreign
securities that might result from events that occur after the close of the
foreign securities market on which a foreign security is traded and the close
of the New York Stock Exchange (the "NYSE") that day, when the Fund's net
asset value is calculated. If such time-zone arbitrage were successful, it
might dilute the interests of other shareholders. However, the Fund's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board of Trustees believe to be their fair value may help deter those
activities.

How Risky is the Fund Overall? The risks described above collectively form
the overall risk profile of the Fund and can affect the value of the Fund's
investments, its investment performance and its prices per share. Particular
investments and investment strategies also have risks. These risks mean that
you can lose money by investing in the Fund. When you redeem your shares,
they may be worth more or less than what you paid for them. There is no
assurance that the Fund will achieve its investment objective.

In the short term, stock markets can be volatile, and the prices of the
Fund's shares can go up and down substantially. The Fund generally does not
use income-oriented investments to a great extent to help cushion the Fund's
share prices from stock market volatility, except for defensive purposes.
Because it focuses on larger companies, the Fund generally may be less
volatile than funds focusing on investments in small-cap stocks, but the Fund
may have greater risk of volatility than funds that invest in both stocks and
fixed income securities.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the Fund's performance for Non-Service shares
from year to year for the last ten calendar years and by showing how the
average annual total returns of the Fund's shares compared to those of a
broad-based market index. Because the Fund's Service shares are subject to a
service fee, their performance is expected to be lower for any given period.
The Fund's past investment performance is not necessarily an indication of
how the Fund will perform in the future.

Annual Total Returns (as of December 31 each year)
[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return for a calendar
quarter was 28.49% (4th Qtr `99) and the lowest return for a calendar quarter
was -20.45% (3rd Qtr `01).

- -------------------------------------------------------------------------------------
Average Annual Total Returns

- ----------------------------------- 5 Years 10 Years
for the periods ended December 31, (or life of (or life of
2005 1 Year class, if less) class, if less)

- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------

Oppenheimer Capital Appreciation 5.10% -1.21% 10.09%

Fund/VA
Non-Service Shares (inception

April 3, 1985)

- -------------------------------------------------------------------------------------

S&P 500 Index 4.91% 0.54%(1) 9.07%(1)

- -------------------------------------------------------------------------------------

Oppenheimer Capital Appreciation

Fund/VA
Service Shares (inception

September 18, 2001) 4.87% 4.96% N/A

- -------------------------------------------------------------------------------------

(1) Since December 31, 1995.

The Fund's average annual total returns in the table measure the performance
of a hypothetical account without deducting charges imposed by the separate
accounts that invest in the Fund and assume that all dividends and capital
gains distributions have been reinvested in additional shares. The Fund's
performance is compared to the S&P 500 Index, an unmanaged index of equity
securities that is a measure of the general domestic stock market. The index
performance includes reinvestment of income but does not reflect transaction
costs, fees or expenses. The Fund's investments vary from those in the index.

The Fund's total returns should not be expected to be the same as the returns
of other Oppenheimer funds, even if both funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Fund

- --------------------------------------------------------------------------------

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Non-Service Shares Service Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Management Fees 0.64% 0.64%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Distribution and Service None 0.25%
(12b-1) Fees

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other Expenses 0.02% 0.02%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Annual Operating Expenses 0.66% 0.91%
- --------------------------------------------------------------------------------

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in shares of the Fund for
the time periods indicated and reinvest your dividends and distributions. The
example also assumes that your investment has a 5% return each year and that
the Fund's operating expenses remain the same. Your actual costs may be
higher or lower, because expenses will vary over time. Based on these
assumptions your expenses would be as follows, whether or not you redeem your
investment at the end of each period:

- ------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Non-Service Shares $68 $212 $369 $825
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Service Shares $93 $291 $506 $1,125
- ------------------------------------------------------------------------------

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among different types of investments will vary over time
based on the Manager's evaluation of economic and market trends. The Fund's
portfolio might not always include all of the different types of investments
described below. The Statement of Additional Information contains more
detailed information about the Fund's investment policies and risks.

The Manager tries to reduce risks by carefully researching securities
before they are purchased and by attempting to limit valuation risk by being
price sensitive. The Fund attempts to reduce its exposure to market risks by
diversifying its investments, that is, by not holding a substantial
percentage of the stock of any one company and by not investing too great a
percentage of the Fund's assets in any one issuer. Also, the Fund does not
concentrate 25% or more of its total assets in any one industry.

However, changes in the overall market prices of securities can occur
at any time. The share prices of the Fund will change daily based on changes
in market prices of securities and market conditions and in response to other
economic events.

|X| Stock Investments. The Manager looks for stocks of companies that have
growth potential. Growth companies may be developing new products or services
or may be expanding into new markets for their products. They may be more
established companies entering a growth cycle. The Fund's investments are not
limited to issuers in a specific capitalization range, such as large-cap or
small-cap companies, and the Fund can invest in issuers in all capitalization
ranges. Market capitalization refers to the market value of all of a
company's issued and outstanding stock. Currently, the Fund's stock
investments are focused on mid-cap and large-cap issuers, but that emphasis
can change over time. Because the stocks of companies that have smaller
market capitalizations tend to be more volatile, to the extent that the Fund
holds small-cap stocks, its share prices may fluctuate more and the risks of
loss are greater.

The Fund's equity investments may be exchange-traded or
over-the-counter securities. Over-the-counter securities may have less
liquidity than exchange-traded securities.

Less established growth companies tend to retain a large part of their
earnings for research, development or investment in capital assets.
Therefore, they do not tend to emphasize paying dividends, and may not pay
any dividends for a protracted period. They are selected for the Fund's
portfolio because the Manager believes the price of the stock will increase
over time.

|X| Cyclical Opportunities. The Fund may also seek to take advantage of
changes in the business cycle by investing in companies that are sensitive to
those changes if the Manager believes they have growth potential. For
example, when the economy is expanding, companies in the consumer durables
and technology sectors might benefit and present long-term growth
opportunities. The Fund might sometimes seek to take tactical advantage of
short-term market movements or events affecting particular issuers or
industries.

|X| Foreign Securities. The Fund can buy foreign equity and debt
securities. It would buy debt securities primarily for liquidity or defensive
purposes, including debt securities issued by foreign companies or by foreign
governments and their agencies. The Fund currently does not expect to have
more than 35% of its assets invested in foreign securities, although it has
the ability to invest in them without limit.

Can the Fund's Investment Objective and Policies Change? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's investment
objective is a fundamental policy. Other investment restrictions that are
fundamental policies are listed in the Statement of Additional Information.
An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

Other Investment Strategies. To seek its objective, the Fund can use the
investment techniques and strategies described below. The Fund might not
always use all of them. These techniques have risks, although some are
designed to help reduce overall investment or market risks.

|X| Other Equity Securities. While the Fund emphasizes investments in
common stocks, it can also buy preferred stocks and securities convertible
into common stock. The Manager considers convertible securities to be "equity
equivalents" because of the conversion feature and in those cases their
rating has less impact on the Manager's investment decision than in the case
of other debt securities. Nevertheless, convertible debt securities are
subject to both "credit risk" (the risk that the issuer will not pay interest
or repay principal in a timely manner) and "interest rate risk" (the risk
that prices of the securities will be affected inversely by changes in
prevailing interest rates). If the Fund buys convertible securities (or other
debt securities), it will focus primarily on investment-grade securities
which pose less credit risk than lower-grade debt securities.

|X| Illiquid and Restricted Securities. Investments may be illiquid because
they do not have an active trading market, making it difficult to value them
or dispose of them promptly at an acceptable price. Restricted securities may
have terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities but is not required to sell them due to
declines in the Fund's share price. Certain restricted securities that are
eligible for resale to qualified institutional purchasers may not be subject
to that limit. The Manager monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain adequate
liquidity.

|X| Derivative Investments. The Fund can invest in a number of different
kinds of "derivative" investments. In general terms, a derivative investment
is an investment contract whose value depends on (or is derived from) the
value of an underlying asset, interest rate or index. In the broadest sense,
options, futures contracts, and other hedging instruments the Fund might use
may be considered "derivative" investments. In addition to using derivatives
for hedging, the Fund might use certain derivative investments because they
offer the potential for increased value. The Fund currently does not use
derivatives to a significant degree and is not required to use them in
seeking its objective.

Derivatives have risks. If the issuer of the derivative investment does
not pay the amount due, the Fund can lose money on the investment. The
underlying security or investment on which a derivative is based, and the
derivative itself, may not perform the way the Manager expected it to. As a
result of these risks, the Fund could realize less principal or income from
the investment than expected or its hedge might be unsuccessful. As a result,
the Fund's share prices could fall. Certain derivative investments held by
the Fund might be illiquid.

|X| Hedging. The Fund can buy and sell futures contracts, put and call
options, and forward contracts. These are all referred to as "hedging
instruments." The Fund does not currently use hedging extensively nor for
speculative purposes. It has limits on its use of hedging instruments and is
not required to use them in seeking its objective.

Some of these strategies would hedge the Fund's portfolio against price
fluctuations. Other hedging strategies, such as buying futures and call
options, would tend to increase the Fund's exposure to the securities market.

Options trading involves the payment of premiums and there are also
special risks in particular hedging strategies. For example, if a covered
call written by the Fund is exercised on an investment that has increased in
value, the Fund will be required to sell the investment at the call price and
will not be able to realize any profit if the investment has increased in
value above the call price. If the Manager used a hedging instrument at the
wrong time or judged market conditions incorrectly, the strategy could reduce
the Fund's return. The Fund could also experience losses if the prices of its
futures and options positions were not correlated with its other investments
or if it could not close out a position because of an illiquid market.

|X| Temporary Defensive and Interim Investments. In times of adverse or
unstable market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary investments that are inconsistent with the
Fund's principal investment strategies. For cash management purposes, the
Fund can hold cash equivalents such as commercial paper, repurchase
agreements, Treasury bills and other short-term U.S. government securities.
These would ordinarily be U. S. government securities, highly-rated
commercial paper, bank deposits or repurchase agreements. The Fund can also
hold these types of securities pending the investment of proceeds from the
sale of Fund shares or portfolio securities or to meet anticipated
redemptions of Fund shares. To the extent the Fund invests defensively in
these securities, it might not achieve its investment objective.

|X| Portfolio Turnover. The Fund may engage in active and frequent trading
to try to achieve its objective. It might have a turnover rate in excess of
100% annually. Increased portfolio turnover creates higher brokerage and
transaction costs for the Fund (and may reduce performance). For a contract
owner, any increase in realized gains will generally not be taxable directly
but may affect the owner's tax basis in the account. The Financial Highlights
table at the end of this Prospectus shows the Fund's portfolio turnover rates
during prior fiscal years.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

How the Fund is Managed

The Manager has been an investment adviser since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $215 billion in
assets as of March 31, 2006, including other Oppenheimer funds with more than
6 million shareholder accounts. The Manager is located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

Advisory Fees. Under the investment advisory agreement, the Fund pays
the Manager an advisory fee at an annual rate that declines on additional
assets as the Fund grows: 0.75% of the first $200 million of average annual
net assets, 0.72% of the next $200 million, 0.69% of the next $200 million,
0.66% of the next $200 million, and 0.60% of average annual net assets over
$800 million. The Fund's management fee for its fiscal year ended
December 31, 2005, was 0.64% of the Fund's average annual net assets for each
class of shares.

|X| Portfolio Managers. The Fund's portfolio is co-managed by William L.
Wilby and Marc L. Baylin, who are primarily responsible for the day-to-day
management of the Fund's investments.

William L. Wilby, CFA, is a Vice President of the Fund and has been
a portfolio manager of the Fund since October 2005, a Senior Vice
President of the Manager since July 1994 and a Senior Investment Officer
and Director of Equities of the Manager since July 2004. Mr. Wilby was
Director of Global Equities of the Manager from December 1992 through July
2004 and Senior Vice President of HarbourView Asset Management Corporation
from May 1999 through November 2001. Before joining OppenheimerFunds in
1991, Mr. Wilby was an International Investment Strategist at Brown
Brothers Harriman & Co., a Managing Director and Portfolio Manager at AIG
Global Investors, an International Pension Manager at Northern Trust Bank
in Chicago and an International Financial Economist at Northern Trust Bank
and at the Federal Reserve Bank in Chicago.

Marc L. Baylin, CFA, is a Vice President of the Fund and the Manager
and has been a member of the Manager's Growth Equity Investment Team since
September 2005. He was Managing Director and Lead Portfolio Manager at JP
Morgan Fleming Investment Management from June 2002 to August 2005 and was
a Vice President of T. Rowe Price, where he was an analyst from June 1993
and a portfolio manager from March 1999 to June 2002.

The Statement of Additional Information provides additional
information about the Portfolio Managers' compensation, other accounts
they manage and their ownership of the Fund shares.

INVESTING IN THE FUND

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Fund shares may interfere with the Manager's ability to manage
the Fund's investments, increase the Fund's transaction and administrative
costs and/or affect the Fund's performance, depending on various factors,
such as the size of the Fund, the nature of its investments, the amount of
Fund assets the portfolio manager maintains in cash or cash equivalents from
time to time, and the aggregate dollar amount, number and frequency of
trades. If large dollar amounts are involved in redemption transactions, the
Fund might be required to sell portfolio securities at unfavorable times to
meet such requests, and the Fund's transaction or administrative expenses
might be increased.

The Transfer Agent will attempt to monitor the net effect on the Fund's
assets from the purchase and redemption activity in the accounts of
participating insurance companies. The Transfer Agent will seek to
identify patterns that may suggest excessive trading by the contract
or policy owners who invest in the insurance company's accounts. If
the Transfer Agent believes it has observed evidence of possible
excessive trading activity, it will ask the participating insurance
companies or other registered owners to review the transaction
activity by the contract or policy holders in their respective
accounts, and to take appropriate action, and to confirm to the
Transfer Agent that appropriate action has been taken, to curtail
any excessive trading activity.
o The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would be
excessive or disruptive.

o Monitoring the Policies. These policies and procedures are administered
by the Fund's Transfer Agent. However, the Transfer Agent presently
does not have the ability to monitor trading activity of accounts
held by underlying contract or policy owners within the accounts of
a participating insurance company. The Transfer Agent's ability to
monitor and deter excessive short-term trading in such insurance
company accounts ultimately depends on the capability and
cooperation of each participating insurance company in monitoring
and controlling transactional activity of contract or policy owners
who own interests in the insurance company's accounts. The Fund has
asked its participating insurance companies for their cooperation in trying
to prevent excessive short term trading activity in their separate accounts
by contract or policy owners or their financial advisers.

Each participating insurance company may impose its own restrictions or
limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
participating insurance companies will be successful in curbing short-term or
excessive trading.

- ------------------------------------------------------------------------------

Classes of Shares. The Fund has four classes of shares authorized. The
Fund currently offers only two classes of shares. The classes of shares
designated as Service shares are subject to a Distribution and Service Plan.
The impact of the expenses of the Plan on Service shares is described below.
The classes of shares that are not subject to a Plan have no class "name"
designation. The different classes of shares represent investments in the
same portfolio of securities but are expected to be subject to different
expenses and will likely have different share prices.

Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service shares to pay the Distributor for
distribution related services, personal services and account maintenance for
the Fund's Service shares. Under the Plan, payments are made quarterly at an
annual rate of up to 0.25% of the average annual net assets of Service shares
of the Fund. Because these fees are paid out of the Fund's assets on an
on-going basis, over time these fees will increase the cost of your
investment and may cost you more than other types of fees or sales charges.
The Distributor currently uses all of those fees to compensate sponsor(s) of
the insurance product that offers Fund shares for providing personal service
and maintenance of accounts of their variable contract owners that hold
Service shares.

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager
and the Distributor, in their discretion, also may pay dealers or other
financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the
Manager's and/or the Distributor's own resources, including from the profits
derived from the advisory fees the Manager receives from the Fund. These cash
payments, which may be substantial, are paid to many firms having business
relationships with the Manager and Distributor. These payments are in
addition to any distribution fees, servicing fees, or transfer agency fees
paid directly or indirectly by the Fund to these financial intermediaries.
These payments by the Manager or Distributor from their own resources are not
reflected in the tables in the section called "Fees and Expenses of the Fund"
in this Prospectus because they are not paid by the Fund.

"Financial intermediaries" are firms that offer and sell Fund shares to
their clients, or provide shareholder services to the Fund, or both, and
receive compensation for doing so. Your securities dealer or insurance agent,
for example, is a financial intermediary, and there are other types of
financial intermediaries that could receive payments relating to the sale or
servicing of the Fund's shares. In addition to dealers and insurance agents,
the financial intermediaries that may receive payments include the insurance
companies that offer variable annuity or variable life insurance products.

Payments may also be made by the Manager, the Distributor or the
Transfer Agent to financial intermediaries to compensate or reimburse them
for administrative or other client services provided, such as sub-transfer
agency services for shareholders, omnibus accounting or sub-accounting,
participation in networking arrangements, account set-up, recordkeeping and
other shareholder services. Payments may also be made for administrative
services related to the distribution of Fund shares through the intermediary.
Firms that may receive servicing fees with respect to Oppenheimer funds
include insurance companies that offer variable annuity or variable life
insurance products, retirement plan administrators, qualified tuition program
sponsors, banks and trust companies, and others. These fees may be used by
the service provider to offset or reduce fees that would otherwise be paid
directly to them by certain account holders.

Dividends, Capital Gains and Taxes

Financial Highlights

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 36.99 $ 34.70 $ 26.62 $ 36.58 $ 46.63
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .18 1 .35 1,2 .12 .11 .18
Net realized and unrealized gain (loss) 1.68 2.05 8.07 (9.89) (5.86)
---------------------------------------------------------------------------------------
Total from investment operations 1.86 2.40 8.19 (9.78) (5.68)
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income (.33) (.11) (.11) (.18) (.27)
Distributions from net realized gain -- -- -- -- (4.10)
---------------------------------------------------------------------------------------
Total dividends and/or distributions to
shareholders (.33) (.11) (.11) (.18) (4.37)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 38.52 $ 36.99 $ 34.70 $ 26.62 $ 36.58
=======================================================================================

- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 5.10% 6.93% 30.94% (26.86)% (12.58)%
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $1,652,282 $1,770,273 $1,715,240 $1,338,769 $1,975,345
- ------------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1,658,910 $1,708,511 $1,468,297 $1,630,430 $2,000,314
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 0.47% 0.99% 2 0.39% 0.35% 0.51%
Total expenses 0.66% 5 0.66% 5 0.67% 5 0.66% 5 0.68% 5
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 70% 44% 48% 32% 45%

1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Net investment income per share and the net investment income ratio include
$.16 and 0.43%, respectively, resulting from a special dividend from Microsoft
Corp. in November 2004.

4. Annualized for periods of less than one full year.

5. Reduction to custodian expenses less than 0.01%.

13 | OPPENHEIMER CAPITAL APPRECIATION FUND/ VA

FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------

SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001 1
- --------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- --------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 36.73 $ 34.53 $ 26.53 $ 36.56 $ 31.66
- --------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .08 2 .29 2,3 .08 .20 -- 4
Net realized and unrealized gain (loss) 1.69 1.99 8.02 (10.05) 4.90
------------------------------------------------------------------------------
Total from investment operations 1.77 2.28 8.10 (9.85) 4.90
- --------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income (.27) (.08) (.10) (.18) --
Distributions from net realized gain -- -- -- -- --
------------------------------------------------------------------------------
Total dividends and/or distributions to
shareholders (.27) (.08) (.10) (.18) --
- --------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 38.23 $ 36.73 $ 34.53 $ 26.53 $ 36.56
==============================================================================

- --------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 5 4.87% 6.62% 30.69% (27.09)% 15.51%
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $381,852 $248,649 $119,699 $ 18,260 $ 90
- --------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $301,780 $184,273 $ 48,178 $ 6,263 $ 16
- --------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 6
Net investment income 0.20% 0.85% 3 0.14% 0.26% 0.11%
Total expenses 0.91% 7 0.91% 7 0.94% 7 0.81% 7,8 0.81% 7
- --------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 70% 44% 48% 32% 45%

1. For the period from September 18, 2001 (inception of offering) to December
31, 2001.

2. Per share amounts calculated based on the average shares outstanding during
the period.

3. Net investment income per share and the net investment income ratio include
$.16 and 0.43%, respectively, resulting from a special dividend from Microsoft
Corp. in November 2004.

4. Less than $0.005 per share.

5. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Total returns are not annualized for
periods less than one full year. Total return information does not reflect
expenses that apply at the separate account level or to related insurance
products. Inclusion of these charges would reduce the total return figures for
all periods shown. Returns do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.

6. Annualized for periods of less than one full year.

7. Reduction to custodian expenses less than 0.01%.

8. Voluntary waiver of transfer agent fees less than 0.01%.

- ------------------------------------------------------------------------------
INFORMATION AND SERVICES
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
For More Information on Oppenheimer Capital Appreciation Fund/VA
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
The following additional information about the Fund is available without
charge upon request:
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION. This document includes additional
information about the Fund's investment policies, risks, and operations. It
is incorporated by reference into this Prospectus (which means it is legally
part of this Prospectus).

- ------------------------------------------------------------------------------
How to Get More Information
- ------------------------------------------------------------------------------

You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports and the notice explaining the Fund's privacy policy:

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

By Telephone:

Call OppenheimerFunds Services toll-free: 1.800.981.2871

By Mail:

Write to:
OppenheimerFunds Services
P.O. Box 5270
- ------------------------------------------------------------------------------
Denver, Colorado 80217-5270
- ------------------------------------------------------------------------------

On the Internet:

You can request these documents by e-mail or through the OppenheimerFunds
website. You may also read or download certain documents on the
OppenheimerFunds website at: www.oppenheimerfunds.com.
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090. Reports and other information
about the Fund are available on the EDGAR database on the SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.

The Fund's SEC File No.: 811-4108 [logo]
OppenheimerFunds
PR0610.001.0406 Distributor, Inc.
Printed on recycled paper

Appendix to Prospectus of
Oppenheimer Capital Appreciation Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Capital
Appreciation Fund/VA (the "Fund") under the heading "Annual Total Return
(as of December 31 each year)":

A bar chart will be included in the Prospectus of the Fund depicting
the annual total returns of a hypothetical $10,000 investment in shares of
the Fund for each of the ten most recent calendar years, without deducting
separate account expenses. Set forth below are the relevant data that will
appear on the bar chart:

Calendar Year Ended Annual Total Returns
12/31/96 25.20%
12/31/97 26.69%
12/31/98 24.00%
12/31/99 41.66%
12/31/00 -0.23%
12/31/01 -12.58%
12/31/02 -26.86%
12/31/03 30.94%
12/31/04 6.93%
12/31/05 5.10%

Core Bond Fund

Oppenheimer
Core Bond Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated April 30, Oppenheimer Core Bond Fund/VA is a mutual
2006 fund that seeks a high level of current income

as its primary goal. As a secondary goal, the
Fund seeks capital appreciation when consistent
with its goal of high current income. The Fund
invests mainly in investment grade debt
securities.
Shares of the Fund are sold only as the
underlying investment for variable life
insurance policies, variable annuity contracts
and other insurance company separate accounts.
A prospectus for the insurance product you have
selected accompanies this Prospectus and
explains how to select shares of the Fund as an
investment under that insurance product and
whether you are eligible to purchase Service
shares of the Fund.
This Prospectus contains important
information about the Fund's objective,
investment policies, strategies and risks.
As with all mutual funds, the Please read this Prospectus (and your insurance
Securities and Exchange product prospectus) carefully before you invest
Commission has not approved and keep them for future reference about your
or disapproved the Fund's account.
securities nor has it
determined that this
Prospectus is accurate or
complete. It is a criminal
offense to represent
otherwise.

CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

INVESTING IN THE FUND

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

What Are the Fund's Investment Objectives? The Fund's main objective is to
seek a high level of current income. As a secondary objective, the Fund seeks
capital appreciation when consistent with its primary objective.

What Does the Fund Mainly Invest In? As a non-fundamental policy (which will
not be changed without providing 60 days' notice to Fund shareholders), under
normal market conditions, the Fund invests at least 80% of its net assets
(plus borrowings for investment purposes) in investment grade bonds. The
investment-grade debt securities the Fund invests in can include the
following types of obligations, which in general are referred to as "bonds":
o short-, medium- and long-term foreign and U.S. government bonds and

notes,
o domestic and foreign corporate debt obligations,
o collateralized mortgage obligations (CMOs),
o other mortgage-related securities and asset-backed securities,
o participation interests in loans,
o "structured" notes, and
o other debt obligations.

The Fund's investments in U.S. government securities include securities
issued or guaranteed by the U.S. government or its agencies or federally
chartered corporate entities referred to as "instrumentalities." These
include mortgage-related U.S. government securities and CMOs.

There are no other set percentage allocations of the Fund's assets
among the types of debt securities the Fund buys, but currently the Fund
focuses mainly on U.S. government securities, CMOs, and investment-grade debt
securities because they currently offer higher yields than money market
instruments. However, if market conditions change, the Fund's portfolio
managers may change the relative allocation of the Fund's assets.

The Fund has no limitations on the range of maturities of the debt
securities in which it can invest and therefore may hold securities with
short, medium or long-term maturities. The Fund's investments in debt
securities can include "zero coupon" securities and securities that have been
"stripped" of their interest coupons. The Fund can invest up to 20% of its
total assets in high yield debt securities and other debt securities that are
below investment grade (commonly referred to as "junk bonds") and other
investments such as preferred stock.

--------------------------------------------------
What Is A "Debt" Security? A debt security is
essentially a loan by the buyer to the issuer of
the debt security. The issuer promises to pay
back the principal amount of the loan and
normally pays interest, at a fixed or variable
rate, on the debt while it is outstanding.
--------------------------------------------------

The Fund can also use hedging instruments and certain derivative
investments, primarily CMOs and "structured" notes, to try to enhance income
or to try to manage investment risks. These investments are more fully
explained in "About the Fund's Investments," below.

The Fund seeks to maintain an average effective portfolio duration of
three to six years (measured on a dollar-weighted basis) to try to reduce the
volatility of the value of its securities portfolio. The Fund will attempt to
maintain (on a dollar-weighted basis) an overall average portfolio credit
quality of "A-" or higher as rated by Moody's Investor Services, Inc. (or
equivalent rating of any nationally recognized credit rating organization).

How Do the Portfolio Managers Decide What Securities to Buy or Sell? In
selecting securities for the Fund, the Fund's portfolio managers analyze the
overall investment opportunities and risks in different sectors of the debt
security markets by focusing on business cycle analysis and relative values
between the corporate and government sectors. The portfolio managers' overall
strategy is to build a broadly diversified portfolio of debt securities. The
portfolio managers currently focus on the factors below (some of which may
vary in particular cases and may change over time), looking for:
o High current income from different types of corporate and government
debt securities,
o Investment-grade securities, primarily to help reduce credit risk,
o Broad portfolio diversification to help reduce the volatility of the
Fund's share prices,
o Relative values among the debt securities market sectors.

The portfolio managers look for securities whose yield and price change
are expected to maximize the return to investors. The portfolio managers
normally will not invest in securities with higher yields if, in their
opinions they expect the price to decline to the point where total return
(including income) would be lower than the return on alternative fixed-income
investments. Conversely, the portfolio managers normally will not invest in
securities they expect to appreciate in price if that security's yield is so
low that total return (including income) will be lower than the return on
alternative fixed-income investments. All else being equal, the portfolio
managers' preference is for investing for income over price appreciation.

Who Is the Fund Designed For? The Fund's shares are available only as an
investment option under certain variable annuity contracts, variable life
insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking
high current income from a fund that invests mainly in investment-grade debt
securities, but which can also hold below-investment-grade securities to seek
higher income. Those investors should be willing to assume the credit risks
of a fund that typically invests a significant amount of its assets in debt
securities and the changes in share prices that can occur when interest rates
rise. Since the Fund's income level will fluctuate, it is not designed for
investors needing an assured level of current income. The Fund is not a
complete investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments are
subject to changes in their value from a number of factors, described below.
There is also the risk that the value of your investment could be eroded over
time by the effects of inflation and that poor security selection by the
Fund's investment manager, OppenheimerFunds, Inc., (the "Manager"), will
cause the Fund to underperform other funds having similar objectives.

|X| Credit Derivatives. The Fund may enter into credit default swaps, both
(i) directly and (ii) indirectly in the form of a swap embedded within a
structured note to protect against the risk that a debt security will
default. The Fund pays a fee to enter into the trade and receives a fixed
payment during the life of the swap. If there is a credit event (for example,
bankruptcy, a restructuring, or the security fails to timely pay interest or
principal), the Fund either delivers the defaulted bond (if the Fund has
taken the short position in the credit default swap, also known as "buying
credit protection") or pays the par amount of the defaulted bond (if the Fund
has taken the long position in the credit default swap note, also known as
"selling credit protection"). Risks of credit default swaps include the cost
of paying for credit protection if there are no credit events|X| , and
adverse pricing when purchasing bonds to satisfy its delivery obligation
where the Fund took a short position in the swap and there has been a credit
event.

|X| Special Risks of Lower-Grade Securities. Because the Fund can invest up
to 20% of its total assets in securities below investment grade to seek
higher income, the Fund's credit risks are greater than those of funds that
buy only investment grade securities. Lower-grade debt securities may be
subject to greater market fluctuations and greater risks of loss of income
and principal than investment-grade debt securities. Securities that are (or
that have fallen) below investment grade are exposed to a greater risk that
the issuers of those securities might not meet their debt obligations. Those
risks can reduce the Fund's share prices and the income it earns. The market
for lower-grade securities may be less liquid, especially during times of
economic distress, and therefore they may be harder to value or to sell at an
acceptable price.

|X| Interest Rate Risks. The values of debt securities, including U.S.
government securities prior to maturity, are subject to change when
prevailing interest rates change. When interest rates fall, the values of
already-issued debt securities generally rise. When interest rates rise, the
values of already-issued debt securities generally fall, and they may sell at
a discount from their face amount. The magnitude of these fluctuations will
often be greater for longer-term debt securities than shorter-term debt
securities. However, interest rate changes may have different effects on the
values of mortgage-related securities because of prepayment risks, discussed
below. The Fund's share prices can go up or down when interest rates change
because of the effect of the changes on the value of the Fund's investments
in debt securities.

|X| Prepayment Risk. Prepayment risk occurs when the mortgages underlying a
mortgage-related security are prepaid at a rate faster than anticipated
(usually when interest rates fall) and the issuer of a security can prepay
the principal prior to the security's maturity. Mortgage-related securities
that are subject to prepayment risk, including the CMOs and other
mortgage-related securities that the Fund buys, generally offer less
potential for gains when prevailing interest rates decline, and have greater
potential for loss when interest rates rise.

The impact of prepayments on the price of a security may be difficult
to predict and may increase the volatility of the price. Additionally, the
Fund may buy mortgage-related securities at a premium. Accelerated
prepayments on those securities could cause the Fund to lose the portion of
its principal investment represented by the premium the Fund paid.

If prepayments of mortgages underlying a CMO occur faster than expected
when interest rates fall, the market value and yield of the CMO could be
reduced. If interest rates rise rapidly, prepayments may occur at slower
rates than expected, which could have the effect of lengthening the expected
maturity of a short- or medium-term security. That could cause its value to
fluctuate more widely in response to changes in interest rates. In turn, this
could cause the value of the Fund's shares to fall more.

|X| Risks of Foreign Investing. The Fund can invest its assets without
limit in foreign debt securities and can buy securities of governments and
companies in both developed markets and emerging markets. While foreign
securities offer special investment opportunities, there are also special
risks that can reduce the Fund's share prices and returns.

The value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's assets, foreign
taxes, delays in settlement of transactions, changes in governmental economic
or monetary policy in the U.S. or abroad, or other political and economic
factors. These risks could cause the prices of foreign securities to fall and
therefore could depress the Fund's share prices.

Additionally, if the Fund invests a significant amount of its assets in
foreign securities, it may be exposed to "time-zone arbitrage" attempts by
investors seeking to take advantage of the differences in value of foreign
securities that might result from events that occur after the close of the
foreign securities market on which a foreign security is traded and the close
of the New York Stock Exchange (the "NYSE") that day, when the Fund's net
asset value is calculated. If such time-zone arbitrage were successful, it
might dilute the interests of other shareholders. However, the Fund's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board of Trustees believe to be their fair value may help deter those
activities.

|X| There are Special Risks in Using Derivative Investments. The Fund can
use derivatives to seek increased income or to try to hedge investment risks.
In general terms, a derivatives investment is an investment contract whose
value depends on (or is derived from) the value of an underlying asset,
interest rate or index. Options, futures, interest rate swaps, credit
derivatives, structured notes and CMOs are examples of derivatives the Fund
can use.

|X| How Risky is the Fund Overall? The risks described above collectively
form the risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and its price per share. These risks
mean that you can lose money by investing in the Fund. When you redeem your
shares, they may be worth more or less than what you paid for them. There is
no assurance that the Fund will achieve its investment objective. Debt
securities are subject to credit and interest rate risks that can affect
their values and the share prices of the Fund. Prepayment risks of
mortgage-backed securities can cause the Fund to reinvest the proceeds of its
investments in lower-yielding securities. The Fund generally has more risks
than bond funds that focus on U.S. government securities but the Fund's
emphasis on investment-grade securities may make its share prices less
volatile than high yield bond funds or funds that focus on foreign bonds.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the performance of the Fund's Non-Service
shares from year to year for the last ten calendar years and by showing how
the average annual total returns of the Fund's shares compare to those of
broad-based market indices. Because the Fund's Service shares are subject to
a service fee, their performance is expected to be lower for any given
period. The Fund's past investment performance is not necessarily an
indication of how the Fund will perform in the future.

Annual Total Returns (as of December 31 each year)
[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return for a calendar
quarter was 4.04% (1st Q '01) and the lowest return for a calendar quarter
was -2.23% (2nd Q '04).

- --------------------------------------------------------------------------------

Average Annual Total Returns 1 Year 5 Years 10 Years
for the periods ended December (or life of
31, 2005 class, if less)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Oppenheimer Core Bond Fund/VA

Non-Service Shares (inception 2.59% 6.31% 5.66%

4/3/85)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Citigroup Broad Investment 2.57% 5.93% 6.18%(1)
Grade Index

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Lehman Brothers Aggregate Bond 2.43% 5.87% 6.16%(1)
Index

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Oppenheimer Core Bond Fund/VA
Service Shares (inception 2.33% 6.03%(1) N/A
5/1/02)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1. Since Class inception (5/1/02)

The Fund's average annual total returns in the table measure the performance
of a hypothetical account without deducting charges imposed by the separate
accounts that invest in the Fund and assume that all dividends and capital
gains distributions have been reinvested in additional shares. The Fund's
performance is compared to the Lehman Brothers Aggregate Bond Index, which
measures the performance to the broad-based index of government agencies and
corporate debt, and the Citigroup Broad Investment Grade Index, an unmanaged
index of investment grade corporate and U.S. government bonds. The indices'
performance reflects the reinvestment of income but does not consider the
effects of fees, expenses or transaction costs. Also, the Fund may have
investments that vary from the indices.

The Fund's total returns should not be expected to be the same as the returns
of other Oppenheimer funds, even if both funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Fund

Shareholder Fees. The Fund does not charge an initial sales charge to buy
shares or to reinvest dividends. There are no exchange fees and no contingent
deferred sales charges. Please refer to the accompanying prospectus of the
participating insurance company for information on initial or contingent
deferred sales charges, exchange fees or redemption fees for that variable
life insurance policy, variable annuity or other investment product. Those
charges and fees are not reflected in either of the tables below.

Management Fees 0.73% 0.73%

Other Expenses 0.03% 0.05%

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Total Annual Operating Expenses 0.76% 1.03%

- --------------------------------------------------------------------------------

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

Non-Service Shares $78 $244 $424 $946

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Service Shares $106 $329 $571 $1,266

- ------------------------------------------------------------------------------

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among different types of investments will vary over time
based upon the Manager's evaluation of economic and market trends. The Fund's
portfolio might not always include all of the different types of investments
described below. The Statement of Additional Information contains more
detailed information about the Fund's investment policies and risks.

The Manager tries to reduce risks by carefully researching securities
before they are purchased, and in some cases by using hedging techniques. The
Fund attempts to reduce its exposure to credit risks by limiting its
investments in below-investment grade securities, as explained above. The
Fund attempts to reduce its exposure to market risks by diversifying its
investments, that is, by not holding a substantial percentage of the
securities of any one issuer and by not investing too great a percentage of
the Fund's assets in any one issuer. Also, the Fund does not concentrate 25%
or more of its investments in the securities of any one foreign government or
in the debt and equity securities of companies in any one industry.

A debt security is essentially a loan by the buyer to the issuer of the
debt security. The issuer promises to pay back the principal amount of the
loan and normally pays interest, at a fixed or variable rate, on the debt
while it is outstanding. The debt securities the Fund buys may be rated by
nationally recognized rating organizations or they may be unrated securities
assigned an equivalent rating by the Manager. While the Fund's investments
may be above or below investment grade in credit quality, the Fund invests
primarily in investment-grade debt securities. However, the Fund can invest
up to 20% of its net assets in below investment-grade debt securities,
commonly called "junk bonds." They typically offer higher yields than
investment-grade bonds, because investors assume the greater risks of default
of those securities. The ratings definitions of the principal national rating
organizations are included in Appendix A to the Statement of Additional
Information.

Investment-grade debt securities are those rated in one of the four
highest categories by Standard & Poor's Corporation, Moody's Investors
Service, Inc., Fitch or other national rating organizations. They can also be
"split-rated" (rated as investment grade by one rating organization but below
investment grade by another) or unrated, if determined by the Manager to be
of comparable quality to rated investment-grade securities. The Fund is not
obligated to dispose of securities when issuers are in default or if the
rating of the security is reduced below investment grade.

The Fund can invest some of its assets in other types of securities,
including common stocks, preferred stocks, and other equity securities of
foreign and U.S. companies. However, the Fund does not anticipate having
significant investments in those types of securities as part of its normal
portfolio strategy.

The Fund could pursue its secondary objective of capital appreciation
by investing in securities convertible into common stock. Convertible
securities might allow the Fund to participate in the increase in value of
the issuer's underlying common stock, by exercising the conversion right.
Normally the Fund would not hold the common stock for investment, although it
can hold common stock as part of the value of its net assets that is not
normally expected to be invested in debt securities. Typically, convertible
securities also pay dividends until they are converted. There may be other
investment strategies that could offer the Fund opportunities for capital
appreciation, such as investing in defaulted securities, but these are not
expected to be a significant part of the Fund's investment program.

|X| U.S. Government Securities. The Fund can invest in securities issued or
guaranteed by the U.S. Treasury or other government agencies or
federally-chartered corporate entities referred to as "instrumentalities."
These are referred to as "U.S. government securities" in this Prospectus.

|_| U.S. Treasury Obligations. These include Treasury bills (which have
maturities of one year or less when issued), Treasury notes (which have
maturities of from one to ten years when issued), and Treasury bonds (which
have maturities of more than ten years when issued). Treasury securities are
backed by the full faith and credit of the United States as to timely
payments of interest and repayments of principal. The Fund can also buy U.S.
Treasury securities that have been "stripped" of their coupons by a Federal
Reserve Bank, zero-coupon U.S. Treasury securities described below, and
Treasury Inflation-Protection Securities ("TIPS").

|_| Obligations Issued or Guaranteed by U.S. Government Agencies or
Instrumentalities. These include direct obligations and mortgage-related
securities that have different levels of credit support from the U.S.
government. Some are supported by the full faith and credit of the U.S.
government, such as Government National Mortgage Association pass-through
mortgage certificates (called "Ginnie Maes"). Some are supported by the right
of the issuer to borrow from the U.S. Treasury under certain circumstances,
such as Federal National Mortgage Association bonds ("Fannie Maes") and
Federal Home Loan Mortgage Corporation obligations ("Freddie Macs").

|_| Mortgage-Related U.S. Government Securities. The Fund can buy interests
in pools of residential or commercial mortgages, in the form of CMOs and
other "pass-through" mortgage securities. CMOs that are U.S. government
securities have collateral to secure payment of interest and principal on
underlying assets. They may be issued in different series each having
different interest rates and maturities. The collateral is either in the form
of mortgage pass-through certificates issued or guaranteed by a U.S. agency
or instrumentality or mortgage loans insured by a U.S. government agency. The
Fund can have substantial amounts of its assets invested in mortgage-related
U.S. government securities.

When interest rates rise rapidly, and if prepayments occur more slowly
than expected, a short or medium-term CMO can in effect become a long-term
security, subject to greater fluctuations in value. These prepayment risks
can make the prices of CMOs very volatile when interest rates change. The
prices of longer-term debt securities tend to fluctuate more than those of
shorter-term debt securities. That volatility will affect the Fund's share
prices.

|X| The Fund's Portfolio "Duration" Strategy. The "maturity" of a security
(the date when its principal repayment is due) differs from effective
duration, which attempts to measure the expected volatility of a security's
price.

The Fund measures the duration of its entire portfolio of securities on
a dollar-weighted basis, to try to maintain an average effective duration of
its portfolio of three to six years under normal market conditions (that is,
when financial markets are not in an unstable or volatile state). However,
duration cannot be relied on as an exact prediction of future volatility.
There can be no assurance that the Fund will achieve its targeted portfolio
duration at all times.

Duration calculations rely on a number of assumptions and variables
based on the historic performance of similar securities. Therefore, duration
can be affected by unexpected economic events or conditions relating to a
particular security. In the case of CMOs, duration calculations are based on
historic rates of prepayments of underlying mortgages. If the mortgages
underlying the Fund's investments are prepaid more rapidly or more slowly
than expected, the duration calculation for that security may not be correct.

|X| Forward Rolls. The Fund may enter into "forward roll" (also referred to
as "mortgage dollar rolls") transactions with respect to mortgage-related
securities. In this type of transaction, the Fund sells a mortgage-related
security to a buyer and simultaneously agrees to repurchase a similar
security at a later date at a set price.

During the period between the sale and the purchase, the Fund will not
be entitled to receive interest and principal payments on the securities that
have been sold. It is possible that the market value of the securities the
Fund sells may decline below the price at which the Fund is obligated to
repurchase securities, or that the counterparty might default in its
obligation.

|X| High-Yield, Lower-Grade Debt Securities. The Fund can purchase a
variety of lower-grade, high-yield debt securities of U.S. and foreign
issuers, including bonds, debentures, notes, preferred stocks, loan
participation interests, structured notes, asset-backed securities, among
others, to seek high current income. These securities are sometimes called
"junk bonds." The Fund has no requirements as to the maturity of the debt
securities it can buy, or as to the market capitalization range of the
issuers of those securities. Up to 20% of the Fund's assets can be invested
in debt securities below investment grade under normal market conditions.

Lower-grade debt securities are those rated below "Baa" by Moody's
Investors Service, Inc. or lower than "BBB" by Standard & Poor's Rating
Service or that have similar ratings by other nationally-recognized rating
organizations. The Fund can invest in securities rated as low as "C" or "D",
in unrated bonds or bonds which are in default at the time the Fund buys
them. While securities rated "Baa" by Moody's or "BBB" by S&P are considered
"investment grade," they have some speculative characteristics.

The Manager does not rely solely on ratings issued by rating
organizations when selecting investments for the Fund. The Fund can buy
unrated securities that offer high current income. The Manager may assign a
rating to an unrated security that is equivalent to the rating of a rated
security that the Manager believes offers comparable yields and risks.

While investment-grade securities are subject to risks of non-payment
of interest and principal, in general higher-yielding lower-grade bonds,
whether rated or unrated, have greater risks than investment-grade
securities. They may be subject to greater market fluctuations and risk of
loss of income and principal than investment-grade securities. There may be
less of a market for them and therefore they may be harder to value and to
sell at an acceptable price. There is a relatively greater possibility that
the issuer's earnings may be insufficient to make the payments of interest
and principal due on the bonds. These risks mean that the Fund may not
achieve the expected income from lower-grade securities, and that the Fund's
net asset value per share may be affected by declines in value of these
securities.

|X| Private-Issuer Mortgage-Backed Securities. The Fund can invest a
substantial portion of its assets in mortgage-backed securities issued by
private issuers, which do not offer the credit backing of U.S. government
securities. Primarily these include multi-class debt or pass-through
certificates secured by mortgage loans. They may be issued by banks, savings
and loans, mortgage bankers and other non-governmental issuers. Private
issuer mortgage-backed securities are subject to the credit risks of the
issuers (as well as the interest rate risks and prepayment risks of CMOs that
are U.S. government securities, discussed above); although in some cases they
may be supported by insurance or guarantees.

|X| Asset-Backed Securities. The Fund can buy asset-backed securities,
which are fractional interests in pools of loans collateralized by the loans
or other assets or receivables. They are issued by trusts and special purpose
corporations that pass the income from the underlying pool to the buyer of
the interest. These securities are subject to the risk of default by the
issuer as well as by the borrowers of the underlying loans in the pool.

|X| Foreign Debt Securities. The Fund can buy debt securities issued by
foreign governments and companies, as well as "supra-national" entities, such
as the World Bank. They can include bonds, debentures, and notes, including
derivative investments called "structured" notes, described below. The Fund
will not invest 25% or more of its total assets in debt securities of any one
foreign government or in debt securities of companies in any one industry.
The Fund has no requirements as to the maturity range of the foreign debt
securities it can buy, or as to the market capitalization range of the
issuers of those securities.

Foreign government debt securities might not be supported by the full
faith and credit of the issuing government. The Fund's foreign debt
investments can be denominated in U.S. dollars or in foreign currencies. The
Fund will buy foreign currency only in connection with the purchase and sale
of foreign securities and not for speculation.

|_| Special Risks of Emerging and Developing Markets. Securities of issuers
in emerging and developing markets may offer special investment opportunities
but present risks not found in more mature markets. Those securities may be
more difficult to value and to sell at an acceptable price and their prices
may be more volatile than securities of issuers in more developed markets.
Settlements of trades may be subject to greater delays so that the Fund may
not receive the proceeds of a sale of a security on a timely basis. These
investments may be very speculative.

These countries might have less developed trading markets and
exchanges. Emerging market countries may have less developed legal and
accounting systems and investments may be subject to greater risks of
government restrictions on withdrawing the sales proceeds of securities from
the country. Economies of developing countries may be more dependent on
relatively few industries that may be highly vulnerable to local and global
changes. Governments may be more unstable and present greater risks of
nationalization or restrictions on foreign ownership of stocks of local
companies.

The Fund can buy "Brady Bonds," which are U.S.-dollar denominated debt
securities collateralized by zero-coupon U.S. Treasury securities. They are
typically issued by emerging markets countries and are considered speculative
securities with higher risks of default.

Can the Fund's Investment Objective and Policies Change? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Shareholders will receive 60 days advance notice of any
change in the 80% requirement (a non-fundamental policy) described under
"What Does The Fund Mainly Invest In?" Fundamental policies are those that
cannot be changed without the approval of a majority of the Fund's
outstanding voting shares. The Fund's investment objectives are fundamental
policies. Investment restrictions that are fundamental policies are listed in
the Statement of Additional Information. An investment policy is not
fundamental unless this Prospectus or the Statement of Additional Information
says that it is.

|X| Portfolio Turnover. The Fund may engage in active trading to try to
achieve its objective. It might have a turnover rate in excess of 100%
annually. The Financial Highlights table at the end of this Prospectus shows
the Fund's portfolio turnover rates during prior fiscal years. Increased
portfolio turnover creates higher brokerage and transaction costs for the
Fund (and may reduce performance). For a contract owner, any increase in
realized gains will generally not be taxable directly but may affect the
owner's tax basis in the account.

Other Investment Strategies. To seek its objective, the Fund can also use the
investment techniques and strategies described below. The Fund might not
always use all of them. These techniques involve risks, although some are
designed to help reduce overall investment or market risks.

|X| Zero-Coupon and "Stripped" Securities. Some of the government and
corporate debt securities the Fund buys are zero-coupon bonds that pay no
interest. They are issued at a substantial discount from their face value.
"Stripped" securities are the separate income or principal components of a
debt security. Some CMOs or other mortgage-related securities may be
stripped, with each component having a different proportion of principal or
interest payments. One class might receive all the interest and the other all
the principal payments.

Zero-coupon and stripped securities are subject to greater fluctuations
in price from interest rate changes than conventional interest-bearing
securities. The Fund may have to pay out the imputed income on zero-coupon
securities without receiving the actual cash currently. Interest-only
securities are particularly sensitive to changes in interest rates.

The values of interest-only mortgage-related securities are also very
sensitive to prepayments of underlying mortgages. Principal-only securities
are also sensitive to changes in interest rates. When prepayments tend to
fall, the timing of the cash flows to these securities increases, making them
more sensitive to changes in interest rates. The market for some of these
securities may be limited, making it difficult for the Fund to dispose of its
holdings at an acceptable price. The Fund can invest up to 50% of its total
assets in zero-coupon securities issued by either the U.S. Treasury or
companies.

|X| Participation Interests in Loans. These securities represent an
undivided fractional interest in a loan obligation by a borrower. They are
typically purchased from banks or dealers that have made the loan or are
members of the loan syndicate. The loans may be to foreign or U.S. companies.
The Fund does not invest more than 5% of its net assets in participation
interests of any one borrower. They are subject to the risk of default by the
borrower. If the borrower fails to pay interest or repay principal, the Fund
can lose money on its investment.

|X| Illiquid and Restricted Securities. Investments may be illiquid because
they do not have an active trading market, making it difficult to value them
or dispose of them promptly at an acceptable price. Restricted securities may
have terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities. Certain restricted securities that are
eligible for resale to qualified institutional purchasers may not be subject
to that limit. The Manager monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain adequate
liquidity.

|X| Derivative Investments. The Fund can invest in a number of different
kinds of "derivative" investments. In the broadest sense, exchange-traded
options, futures contracts, structured notes, CMOs and other hedging
instruments the Fund can use may be considered "derivative investments." In
addition to using hedging instruments, the Fund can use other derivative
investments because they offer the potential for increased income.

|X| "Structured" Notes. The Fund can buy "structured" notes, which are
specially-designed derivative debt investments. Their principal payments or
interest are linked to the value of an index (such as a currency or
securities index) or commodity. The terms of the instrument may be
"structured" by the purchaser (the Fund) and the borrower issuing the note.

|X| Hedging. The Fund can buy and sell futures contracts, put and call
options, forward contracts and options on futures and broadly-based
securities indices. These are all referred to as "hedging instruments." The
Fund does not use hedging instruments for speculative purposes, and has
limits on its use of them. The Fund is not required to use hedging
instruments in seeking its goal.

Options trading involves the payment of premiums and has special tax
effects on the Fund. There are also special risks in particular hedging
strategies. For example, if a covered call written by the Fund is exercised
on an investment that has increased in value, the Fund will be required to
sell the investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call price. In
writing a put, there is a risk that the Fund may be required to buy the
underlying security at a disadvantageous price.

If the Manager used a hedging instrument at the wrong time or judged
market conditions incorrectly, the strategy could reduce the Fund's return.
The Fund could also experience losses if the prices of its hedging positions
were not correlated with its other investments or if it could not close out a
position because of an illiquid market.

|X| Temporary Defensive and Interim Investments. In times of unstable
adverse market or economic conditions, the Fund can invest up to 100% of its
assets in temporary investments that are inconsistent with the Funds'
principal investment strategies. Generally they would be cash or cash
equivalents, such as U.S. Treasury Bills and other short-term U.S. government
obligations or high-grade commercial paper. The Fund can also hold these
types of securities pending the investment of proceeds from the sale of Fund
shares or portfolio securities or to meet anticipated redemptions of Fund
shares. To the extent the Fund invests defensively in these securities, it
might not achieve its investment objectives.

|X| Loans of Portfolio Securities. The Fund has entered into a Securities
Lending Agreement with JP Morgan Chase. Under that agreement, portfolio
securities of the Fund may be loaned to brokers, dealers and other financial
institutions. The Securities Lending Agreement provides that loans must be
adequately collateralized and may be only in conformity with the Fund's
Securities Lending Guidelines, adopted by the Fund's Board of Trustees. The
value of the securities loaned may not exceed 25% of the value of the Fund's
net assets.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

How the Fund is Managed

The Manager has been an investment adviser since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $215 billion in
assets as of March 31, 2006, including other Oppenheimer funds with more than
6 million shareholder accounts. The Manager is located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

|X| Advisory Fees. Under the investment advisory agreement, the Fund pays
the Manager an advisory fee at an annual rate that declines on additional
assets as the Fund grows: 0.75% of the first $200 million of average annual
net assets, 0.72% of the next $200 million, 0.69% of the next $200 million,
0.66% of the next $200 million, 0.60% on the next $200 million and 0.50% of
average annual net assets over $1 billion. The Fund's management fee for its
fiscal year ended December 31, 2005, was 0.73% of the Fund's average annual
net assets for each class of shares.

A discussion regarding the basis for the Board's approval of the Fund's
investment advisory contract is available in the Annual Report to
shareholders for the year ended December 31, 2005.

|X| Portfolio Managers. The Fund's portfolio is managed by a team of
investment professionals including Angelo Manioudakis, Benjamin J. Gord,
Geoffrey Caan and Antulio Bomfim who are primarily responsible for the
day-to-day management of the Fund's investments.

Mr. Manioudakis has been a Vice President and portfolio manager of the
Fund since April 2002, and a Senior Vice President of the Manager and of
HarbourView Asset Management Corporation since April 2002. He has been a
Senior Vice President of OFI Institutional Asset Management, Inc. since June
2002. He is also a portfolio manager and officer of other portfolios in the
OppenheimerFunds complex. Mr. Manioudakis was Executive Director and
portfolio manager for Miller, Anderson & Sherrerd, a division of Morgan
Stanley Investment Management from August 1993 through April 2002.

Mr. Gord has been a Vice President and portfolio manager of the Fund
and a Vice President of the Manager since April 2002. He is also a portfolio
manager of other portfolios in the OppenheimerFunds complex. Mr. Gord was an
Executive Director and a senior fixed income analyst at Miller Anderson &
Sherrerd, a division of Morgan Stanley Investment Management from April 1992
through March 2002.

Mr. Caan has been a Vice President and portfolio manager of the Fund
and a Vice President of the Manager since August 2003. He is also a portfolio
manager of other portfolios in the OppenheimerFunds complex. Mr. Caan was a
Vice President of ABN AMRO N.A., Inc. from June 2002 through August 2003, and
a Vice President of Zurich Scudder Investments from January 1999 through June
2002.

Mr. Bomfim has been a Vice President and portfolio manager of the Fund
and a Vice President of the Manager since October 2003. He is also a
portfolio manager of other portfolios in the OppenheimerFunds complex. Mr.
Bomfim was a Senior Economist at the Board of Governors of the Federal
Reserve System from June 1992 to October 2003.

The Statement of Additional Information provides additional information
about the portfolio management team's compensation, other accounts they
manage and their ownership of Fund shares.

INVESTING IN THE FUND

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Fund shares may interfere with the Manager's ability to manage
the Fund's investments, increase the Fund's transaction and administrative
costs and/or affect the Fund's performance, depending on various factors,
such as the size of the Fund, the nature of its investments, the amount of
Fund assets the portfolio manager maintains in cash or cash equivalents from
time to time, and the aggregate dollar amount, number and frequency of
trades. If large dollar amounts are involved in redemption transactions, the
Fund might be required to sell portfolio securities at unfavorable times to
meet such requests, and the Fund's transaction or administrative expenses
might be increased.

Each participating insurance company may impose its own restrictions or
limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
participating insurance companies will be successful in curbing short-term or
excessive trading.

- ------------------------------------------------------------------------------

The net asset value per share for a class of shares on a "regular
business day" is determined by dividing the value of the Fund's net assets
attributable to that class by the number of shares of that class outstanding
on that day. To determine net asset values, the Fund assets are valued
primarily on the basis of current market quotations. If market quotations are
not readily available or do not accurately reflect fair value for a security
(in the Manager's judgment) or if a security's value has been materially
affected by events occurring after the close of the NYSE or market on which
the security is principally traded, that security may be valued by another
method that the Board believes accurately reflects the fair value. Because
some foreign securities trade in markets and on exchanges that operate on
weekends and U.S. holidays, the values of some of the Fund's foreign
investments may change on days when investors cannot buy or redeem Fund
shares.

The Board has adopted valuation procedures for the Fund and has delegated the
day-to-day responsibility for fair value determinations to the Manager's
Valuation Committee. Fair value determinations by the Manager are subject to
review, approval and ratification by the Board at its next scheduled meeting
after the fair valuations are determined. In determining whether current
market prices are readily available and reliable, the Manager monitors the
information it receives in the ordinary course of its investment management
responsibilities for significant events that it believes in good faith will
affect the market prices of the securities of issuers held by the Fund. Those
may include events affecting specific issuers (for example, a halt in trading
of the securities of an issuer on an exchange during the trading day) or
events affecting securities markets (for example, a foreign securities market
closes early because of a natural disaster). The Fund uses fair value pricing
procedures to reflect what the Manager and the Board believe to be more
accurate values for the Fund's portfolio securities, although it may not
always be able to accurately determine such values. In addition, the
discussion of "time-zone arbitrage" describes effects that the Fund's fair
value pricing policy is intended to counteract.

|X| Classes of Shares. The Fund has four classes of shares authorized. The
Fund currently offers only two classes of shares. The clases of shares
designated as Service shares are subject to a Distribution and Service Plan.
The impact of the expenses of the Plan on Service shares is described below.
The classes of shares that are not subject to a Plan have no class "name"
designation. The different classes of shares represent investments in the
same portfolio of securities but are expected to be subject to different
expenses and will likely have different share prices.

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager
and the Distributor, in their discretion, also may pay dealers or other
financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the
Manager's and/or the Distributor's own resources, including from the profits
derived from the advisory fees the Manager receives from the Fund. These cash
payments, which may be substantial, are paid to many firms having business
relationships with the Manager and Distributor. These payments are in
addition to any distribution fees, servicing fees, or transfer agency fees
paid directly or indirectly by the Fund to these financial intermediaries.
These payments by the Manager or Distributor from their own resources are not
reflected in the tables in the section called "Fees and Expenses of the Fund"
in this Prospectus because they are not paid by the Fund.

"Financial intermediaries" are firms that offer and sell Fund shares to
their clients, or provide shareholder services to the Fund, or both, and
receive compensation for doing so. Your securities dealer or insurance agent,
for example, is a financial intermediary, and there are other types of
financial intermediaries that could receive payments relating to the sale or
servicing of the Fund's shares. In addition to dealers and insurance agents,
the financial intermediaries that may receive payments include the insurance
companies that offer variable annuity or variable life insurance products.

Payments may also be made by the Manager, the Distributor or the
Transfer Agent to financial intermediaries to compensate or reimburse them
for administrative or other client services provided, such as sub-transfer
agency services for shareholders, omnibus accounting or sub-accounting,
participation in networking arrangements, account set-up, recordkeeping and
other shareholder services. Payments may also be made for administrative
services related to the distribution of Fund shares through the intermediary.
Firms that may receive servicing fees with respect to Oppenheimer funds
include insurance companies that offer variable annuity or variable life
insurance products, retirement plan administrators, qualified tuition program
sponsors, banks and trust companies, and others. These fees may be used by
the service provider to offset or reduce fees that would otherwise be paid
directly to them by certain account holders.

The share price that applies to a redemption order is the next net asset
value per share that is determined after the participating insurance company
(as the Fund's designated agent) receives a redemption request on a regular
business day from its contract or policy holder, provided that the Fund
receives the order from the insurance company by 9:30 a.m. Eastern time the
next regular business day at the office of its Transfer Agent in Colorado.
The participating insurance company must receive that order before the close
of the NYSE (usually 4:00 p.m. Eastern time). The Fund normally sends payment
by Federal Funds wire to the insurance company's account the day after the
Fund receives the order (and no later than seven days after the Fund's
receipt of the order). Under unusual circumstances determined by the SEC,
payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Financial Highlights

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
- --------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- --------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 11.50 $ 11.42 $ 11.31 $ 11.21 $ 11.25
- --------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .51 1 .43 1 .51 .65 .81
Net realized and unrealized gain (loss) (.23) .18 .23 .27 .03
Payment from affiliate -- -- -- .01 --
---------------------------------------------------------------------
Total from investment operations .28 .61 .74 .93 .84
- --------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.59) (.53) (.63) (.83) (.88)
- --------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 11.19 $ 11.50 $ 11.42 $ 11.31 $ 11.21
=====================================================================

- --------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:
- --------------------------------------------------------------------------------------------------------------------------
Total return at net asset value 2 2.59% 5.49% 6.78% 9.02% 7.79%
Total return before payment from affiliate 3 N/A N/A N/A 8.93% N/A

- --------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 430,642 $ 504,244 $ 618,234 $ 724,787 $ 693,701
- --------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 466,033 $ 552,293 $ 691,931 $ 686,932 $ 638,820
- --------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income before payment from affiliate 4.56% 3.82% 4.03% 5.91% 3 7.93%
Net investment income after payment from affiliate N/A N/A N/A 6.07% N/A
Total expenses 0.76% 5 0.75% 5 0.73% 5 0.73% 5 0.77% 5
- --------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 111% 6 95% 6 101% 157% 186%

1. Per share amounts calculated based on the average shares outstanding during
the period.

3. The Manager voluntarily reimbursed the Class $1,107,704 from an error in the
calculation of the Fund's net asset value per share.

4. Annualized for periods of less than one full year.

5. Reduction to custodian expenses less than 0.01%.

6. The portfolio turnover rate excludes purchases and sales of To Be Announced
(TBA) mortgage-related securities as follows:

PURCHASE TRANSACTIONS SALE TRANSACTIONS
- -----------------------------------------------------------------------------------------

Year Ended December 31, 2005 $ 2,420,041,493 $ 2,423,498,913
Year Ended December 31, 2004 2,841,348,053 2,925,500,296

SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 1
- ------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 11.47 $ 11.39 $ 11.30 $ 10.46
- ------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .47 2 .40 2 .43 .11
Net realized and unrealized gain (loss) (.22) .18 .28 .72
Payment from affiliate -- -- -- .01
-------------------------------------------------------------------
Total from investment operations .25 .58 .71 .84
- ------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.57) (.50) (.62) --
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 11.15 $ 11.47 $ 11.39 $ 11.30
===================================================================

- ------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:
- ------------------------------------------------------------------------------------------------------------------------
Total return at net asset value 3 2.33% 5.22% 6.56% 8.03%
Total return before payment from affiliate 4 N/A N/A N/A 7.94%

- ------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 11,110 $ 3,505 $ 3,835 $ 2,435
- ------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 7,213 $ 3,002 $ 3,903 $ 834
- ------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income before payment from affiliate 4.29% 3.55% 3.73% 4.37% 4
Net investment income after payment from affiliate N/A N/A N/A 5.04%
Total expenses 1.03% 6 0.99% 6 0.98% 6 0.98% 6,7
- ------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 111% 8 95% 8 101% 157%

1. For the period from May 1, 2002 (inception of offering) to December 31, 2002.

2. Per share amounts calculated based on the average shares outstanding during
the period.

4. The Manager voluntarily reimbursed the Class $3,723 from an error in the
calculation of the Fund's net asset value per share.

5. Annualized for periods of less than one full year.

6. Reduction to custodian expenses less than 0.01%.

7. Voluntary waiver of transfer agent fees less than 0.01%.

8. The portfolio turnover rate excludes purchases and sales of To Be Announced
(TBA) mortgage-related securities as follows:

PURCHASE TRANSACTIONS SALE TRANSACTIONS
- -----------------------------------------------------------------------------------------

Year Ended December 31, 2005 $ 2,420,041,493 $ 2,423,498,913
Year Ended December 31, 2004 2,841,348,053 2,925,500,296

INFORMATION AND SERVICES

For More Information on Oppenheimer Core Bond Fund/VA

The following additional information about the Fund is available without
charge upon request:

How to Get More Information
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports and the notice explaining the Fund's privacy policy:

- ------------------------------------------------------------------------------
By Telephone: Call OppenheimerFunds Services toll-free:
1.800.981.2871
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
By Mail: Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
On the Internet: You can request these documents by e-mail or
through the OppenheimerFunds website. You may
also read or download certain documents on the
OppenheimerFunds website at:
www.oppenheimerfunds.com.
- ------------------------------------------------------------------------------

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090. Reports and other information
about the Fund are available on the EDGAR database on the SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.

The Fund's SEC File No. 811-4108

PR0630.001.0406 [logo] OppenheimerFunds
Distributor, Inc.
Printed on recycled paper

Appendix to Prospectus of
Oppenheimer Core Bond Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Core Bond
Fund/VA (the "Fund") under the heading "Annual Total Return (as of 12/31 each
year)":

A bar chart will be included in the Prospectus of the Fund depicting
the annual total returns of a hypothetical $10,000 investment in Non-Service
shares of the Fund for each of the ten most recent calendar years, without
deducting separate account expenses. Set forth below are the relevant data
that will appear on the bar chart:

- -----------------------------------------------------
- -----------------------------------------------------
12/31/96 4.80%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/97 9.26%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/98 6.80%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/99 -1.52%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/00 6.10%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/01 7.79%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/02 9.02%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/03 6.78%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/04 5.49%
- -----------------------------------------------------
- -----------------------------------------------------

12/31/05 2.59%

- -----------------------------------------------------

Global Securities Fund

Oppenheimer
Global Securities Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated April 30, 2006

Oppenheimer Global Securities Fund/VA
is a mutual fund that seeks long-term
capital appreciation by investing a
substantial portion of its assets in
securities of foreign issuers,
"growth-type" companies, cyclical
industries and special situations that
are considered to have appreciation
possibilities. It invests mainly in
common stocks of U.S. and foreign
issuers.
Shares of the Fund are sold only
as the underlying investment for
variable life insurance policies,
variable annuity contracts and other
insurance company separate accounts. A
prospectus for the insurance product
you have selected accompanies this
Prospectus and explains how to select
shares of the Fund as an investment
under that insurance product, and
whether you are eligible to purchase
Service shares, Class 3 or Class 4
shares of the Fund.
This Prospectus contains important
information about the Fund's
objective, its investment policies,
strategies and risks. Please read this
Prospectus (and your insurance product
prospectus) carefully before you
invest and keep them for future
reference about your account.

As with all mutual funds, the
Securities and Exchange Commission has
not approved or disapproved the Fund's
securities nor has it determined that
this Prospectus is accurate or
complete. It is a criminal offense to
represent otherwise.
Contents

About the Fund
- ------------------------------------------------------------------------------

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

Investing in the Fund
- ------------------------------------------------------------------------------

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks long-term capital
appreciation by investing a substantial portion of its assets in securities
of foreign issuers, "growth-type" companies, cyclical industries and special
situations that are considered to have appreciation possibilities.

What Does the Fund Mainly Invest In? The Fund invests mainly in common
stocks, and can also buy other equity securities, including preferred stocks
and securities convertible into common stock. The Fund buys securities of
issuers in the U.S. and foreign countries. The Fund can invest without limit
in foreign securities and can invest in any country, including countries with
developed or emerging markets. However, the Fund's investment manager,
OppenheimerFunds, Inc., (the "Manager") currently emphasizes investments in
developed markets.

The Fund has no requirements to allocate its investments in any set
percentages in any particular countries, but normally will invest in at least
three countries (one of which may be the United States). Typically the Fund
invests in a number of different countries.

The Fund can invest in securities of issuers in any market
capitalization range. The Fund can also use hedging instruments and certain
derivative investments to try to manage investment risks. These investments
are more fully explained in "About the Fund's Investments," below.

How Does the Portfolio Manager Decide What Securities to Buy or Sell? In
selecting securities for the Fund, the Fund's portfolio manager looks
primarily for foreign and U.S. companies with high growth potential, using
fundamental analysis of a company's financial statements and management
structure, and analysis of the company's operations and product development,
as well as the industry of which the issuer is part.

The portfolio manager considers overall and relative economic
conditions in U.S. and foreign markets, and seeks broad diversification in
different countries to help moderate the special risks of foreign investing.
The portfolio manager currently focuses on the factors below (which may vary
in particular cases and may change over time), looking for:

o companies of small-, medium- and large-capitalization ranges worldwide,
o stocks to provide growth opportunities, and
o companies with strong competitive positions and high demand for their
products or services.

In applying these and other selection criteria, the portfolio manager
considers the effect of worldwide trends on the growth of various business
sectors. The trends, or global "themes," currently considered include
technological change, demographic/geopolitical change, and changing resource
needs. The Fund does not invest a fixed or specific amount of its assets in
any one sector, and these themes and this strategy may change over time.

Who Is the Fund Designed For? The Fund's shares are available only as an
investment option under certain variable annuity contracts, variable life
insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking
capital growth in their investment over the long term, from a fund that
normally has substantial investments in foreign securities. Those investors
should be willing to assume the risks of short-term share price fluctuations
that are typical for a fund focusing on stock investments and investments in
foreign securities. Since the Fund does not invest with the goal of seeking
income, and its current income will likely be small, it is not designed for
investors needing an assured level of current income. The Fund is not a
complete investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments are
subject to changes in their value from a number of factors described below.
There is also the risk that poor security selection by the Manager will cause
the Fund to underperform relative to other funds having a similar objective.

|X| Risks of Investing in Stocks. Stocks fluctuate in price, and their
short-term volatility at times may be great. Because the Fund currently
focuses its investments primarily on common stocks for capital appreciation,
the value of the Fund's portfolio will be affected by changes in the stock
markets. Market risk will affect the Fund's net asset values per share, which
will fluctuate as the values of the Fund's portfolio securities change. A
variety of factors can affect the price of a particular stock, and the prices
of individual stocks do not all move in the same direction uniformly or at
the same time. Different stock markets may behave differently from each
other.

Additionally, stocks of issuers in a particular industry may be
affected by changes in economic conditions that affect that industry more
than others, or by changes in government regulations, availability of basic
resources or supplies, or other events. To the extent that the Fund has
greater emphasis on investments in a particular industry using its "global
themes" strategy, its share values may fluctuate in response to events
affecting that industry.

Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the
issuer. The Fund can invest in securities of large companies and also small
and medium-size companies, which may have more volatile stock prices than
large companies.

|X| Risks of Foreign Investing. The Fund expects to invest substantial
amounts of its assets in foreign securities. While foreign securities offer
special investment opportunities, there are also special risks.

The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in that
foreign currency. Foreign issuers are not subject to the same accounting and
disclosure requirements that U.S. companies are subject to. The value of
foreign investments may be affected by exchange control regulations,
expropriation or nationalization of a company's assets, foreign taxes, delays
in settlement of transactions, changes in governmental economic or monetary
policy in the U.S. or abroad, or other political and economic factors.

|X| There are Special Risks in Using Derivative Investments. The Fund
can use derivatives to seek increased returns or to try to hedge investment
risks. In general terms, a derivative investment is one whose value depends
on (or is derived from) the value of an underlying asset, interest rate or
index. Options, futures, and forward contracts are examples of derivatives.

If the issuer of the derivative does not pay the amount due, the Fund
can lose money on the investment. Also, the underlying security or investment
on which the derivative is based, and the derivative itself, might not
perform the way the Manager expected it to perform. If that happens, the
Fund's share prices could decline or the Fund could get less income than
expected. The Fund has limits on the amount of particular types of
derivatives it can hold. However, using derivatives can cause the Fund to
lose money on its investment and/or increase the volatility of its share
prices.

How Risky is the Fund Overall? The risks described above collectively form
the overall risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and its prices per share. Particular
investments and investment strategies also have risks. These risks mean that
you can lose money by investing in the Fund. When you redeem your shares,
they may be worth more or less than what you paid for them. There is no
assurance that the Fund will achieve its investment objective.

In the short term, domestic and foreign stock markets can be volatile,
and the prices of the Fund's shares can go up and down substantially. The
Fund does not invest in debt securities to try to reduce the volatility of
its share prices. The Fund generally may be less volatile than funds focusing
on investments in emerging markets or small-cap stocks, but the Fund has
greater risks than funds that focus solely on large-cap domestic stocks or
stocks and bonds.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the Fund's performance for Non-Service shares
from year to year for the last ten calendar years and by showing how the
average annual total returns of the Fund's shares compared to those of a
broad-based market index. Because the Fund's Service shares are subject to a
service fee, their performance is expected to be lower for any given period.
The Fund's past investment performance is not necessarily an indication of
how the Fund will perform in the future.

Annual Total Returns (as of December 31 each year)
[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return for a calendar
quarter was 36.93% (4th Qtr `99) and the lowest return for a calendar quarter
was -18.34% (3rd Qtr `02).

- ----------------------------------------------------------------------------------
Average Annual Total Returns

- ----------------------------------- 5 Years 10 Years
for the periods ended December 31, (or life of (or life of
2005 1 Year class, if less) class, if less)

- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------

Oppenheimer Global Securities 14.31% 5.94% 13.84%

Fund/VA

Non-Service Shares (inception
November 12, 1990)

- ----------------------------------------------------------------------------------

Morgan Stanley Capital 10.02% 2.64%(1) 7.47%(1)
International World Index

- ----------------------------------------------------------------------------------

Oppenheimer Global Securities

Fund/VA

Service Shares (inception July 13,
2000) 14.06% 5.72% 3.79%

- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------

Oppenheimer Global Securities
Fund/VA 14.34% 28.61% N/A
Class 3 (inception May 1, 2003)

- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Oppenheimer Global Securities

Fund/VA 14.05% 18.61% N/A
Class 4 (inception May 3, 2004)

- ----------------------------------------------------------------------------------

(1) Since December 31, 1995.

1. The Fund's average annual total returns in the table measure the
performance of a hypothetical account without deducting charges imposed by
the separate accounts that invest in the Fund and assume that all dividends
and capital gains distributions have been reinvested in additional shares.
The Fund's performance is compared to Morgan Stanley Capital International
World Index, an unmanaged index of equity securities listed on stock
exchanges of 23 foreign countries and the U.S. The index performance includes
reinvestment of income but does not reflect transaction costs, fees or
expenses. The Fund's investments vary from those in the index.

The Fund's total returns should not be expected to be the same as the returns
of other Oppenheimer funds, even if both funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Fund

- ---------------------------------------------------------------------------------

Shareholder
Fees (fees paid
directly from
your
investment)
(% of average
daily net
assets)

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Non-Service Service Shares Class 3 Shares Class 4 Shares
Shares

The Fund does not charge any initial sales charge to buy shares or to
reinvest dividends.

- ----------------------------------------------------------------------------

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Non-Service Service Class 3 Class 4
Shares Shares Shares Shares
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Management Fees 0.63% 0.63% 0.63% 0.63%
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

Distribution and Service None 0.25% None 0.25%
(12b-1) Fees

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

Other Expenses 0.04% 0.04% 0.04% 0.05%

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

Total Annual Operating 0.67% 0.92% 0.67% 0.93%
Expenses

- ----------------------------------------------------------------------------

Expenses may vary in future years. "Other Expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses the Fund pays. The
Fund's transfer agent has voluntarily agreed to limit transfer and
shareholder servicing agent fees to 0.35% per fiscal year, for all four
classes. That undertaking may be amended or withdrawn at any time. For the
Fund's fiscal year ended December 31, 2005, the transfer agent fees did not
exceed the expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

Non-Service Shares $69 $215 $374 $837

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Service Shares $94 $295 $512 $1,136

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Class 3 Shares $69 $215 $374 $837

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Class 4 Shares $95 $298 $517 $1,148

- ------------------------------------------------------------------------------

About the Fund's Investments

The Manager tries to reduce risks by carefully researching securities
before they are purchased. The Fund attempts to reduce its exposure to market
risks by diversifying its investments, that is, by not holding a substantial
percentage of the stock of any one company and by not investing too great a
percentage of the Fund's assets in any one issuer. Also, the Fund does not
concentrate 25% or more of its total assets in any one industry.

|X| Stock Investments. The Fund invests in securities issued by
domestic or foreign companies that the Manager believes have appreciation
potential. The Fund invests primarily in a diversified portfolio of common
stocks (and may buy other equity securities) of issuers that may be of small,
medium or large size. Equity securities include common stocks, preferred
stocks and securities convertible into common stock. The Manager considers
some convertible securities to be "equity equivalents" because of the
conversion feature and in that case their rating has less impact on the
Manager's investment decision than in the case of other debt securities.
Nevertheless, convertible debt securities are subject to both "credit risk"
(the risk that the issuer will not pay interest or repay principal in a
timely manner) and "interest rate risk" (the risk that prices of the security
will be affected inversely by changes in prevailing interest rates). If the
Fund buys convertible securities, it will focus primarily on investment-grade
securities.

o Cyclical Opportunities. The Fund may also seek to take
advantage of changes in the business cycle at home and abroad by investing in
companies that are sensitive to those changes if the Manager believes they
have growth potential. For example, when the economy is expanding, companies
in the consumer durables and technology sectors might benefit and present
long-term growth opportunities. The Fund might sometimes seek to take
tactical advantage of short-term market movements or events affecting
particular issuers or industries.

o Industry Focus. At times, the Fund may increase the
relative emphasis of its investments in a particular industry. Stocks of
issuers in a particular industry are subject to changes in economic
conditions, government regulations, availability of basic resources or
supplies, or other events that affect that industry more than others. To the
extent that the Fund has greater emphasis on investments in a particular
industry, its share values may fluctuate in response to events affecting that
industry. To some extent that risk may be limited by the Fund's policy of not
concentrating 25% or more of its total assets in investments in any one
industry.

|X| Special Risks of Emerging and Developing Markets. Securities of
issuers in emerging and developing markets may offer special investment
opportunities, but present risks not found in more mature markets. Those
securities may be more difficult to sell at an acceptable price and their
prices may be more volatile than securities of issuers in more developed
markets. Settlements of trades may be subject to greater delays so that the
Fund might not receive the proceeds of a sale of a security on a timely
basis. These investments may be very speculative.

These countries might have less developed trading markets and
exchanges. Emerging market countries may have less developed legal and
accounting systems and investments may be subject to greater risks of
government restrictions on withdrawing the sale proceeds of securities from
the country. Economics of developing countries may be more dependent on
relatively few industries that may be highly vulnerable to local and global
changes. Governments may be more unstable and present greater risks of
nationalization or restrictions on foreign ownership of stocks of local
companies.

Can the Fund's Investment Objective and Policies Change? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's investment
objective is a fundamental policy. Investment restrictions that are
fundamental policies are listed in the Statement of Additional Information.
An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

|X| Derivative Investments. The Fund can invest in a number of
different kinds of "derivative" investments. In the broadest sense,
exchange-traded options, futures contracts, and other hedging instruments the
Fund might use may be considered "derivative investments." In addition to
using hedging instruments, the Fund can use other derivative investments
because they offer the potential for increased income and principal value.

Markets, underlying securities and indices might move in a direction
not anticipated by the Manager. Interest rate and stock market changes in the
U.S. and abroad may also influence the performance of derivatives. As a
result of these risks the Fund could realize less principal or income from
the investment than expected. Certain derivative investments held by the Fund
may be illiquid.

|X| Hedging. The Fund can buy and sell forward contracts, futures
contracts, and put and call options, including options on futures and
broadly-based securities indices. These are all referred to as "hedging
instruments." The Fund is not required to hedge to seek its objective. The
Fund has limits on its use of hedging instruments and does not use them for
speculative purposes.

Portfolio Turnover. The Fund may engage in active and frequent trading
to try to achieve its objective. It might have a turnover rate in excess of
100% annually. Increased portfolio turnover creates higher brokerage and
transaction costs for the Fund (and may reduce performance). For a contract
owner, any increase in realized gains will generally not be taxable directly
but may affect the owner's tax basis in the account. The Financial Highlights
table at the end of this Prospectus shows the Fund's portfolio turnover rates
during prior fiscal years.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

How the Fund is Managed

The Manager has been an investment adviser since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $215 billion in
assets as of March 31, 2006, including other Oppenheimer funds with more than
6 million shareholder accounts. The Manager is located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

|X| Advisory Fees. Under the investment advisory agreement, the Fund pays
the Manager an advisory fee at an annual rate that declines on additional
assets as the Fund grows: 0.75% of the first $200 million of average annual
net assets, 0.72% of the next $200 million, 0.69% of the next $200 million,
0.66% of the next $200 million, and 0.60% of average annual net assets over
$800 million. The Fund's management fee for its fiscal year ended
December 31, 2005, was 0.63% of the Fund's average annual net assets for each
class of shares.

|X| Portfolio Manager. The portfolio manager of the Fund is Rajeev Bhaman.
He is the person principally responsible for the day-to-day management of the
Fund's portfolio.

Mr. Bhaman, CFA, is a Vice President of the Fund and has been a portfolio
manager of the Fund since August 2004. He has been a Vice President of the
Manager since January 1997 and is an officer and portfolio manager of other
portfolios in the OppenheimerFunds complex. Prior to joining the Manager in
1996, Mr. Bhaman was employed at Barclays de Zoete Wedd Inc., concentrating
on Asian research and research sales.

The Statement of Additional Information provides additional information
about the Portfolio Manager's compensation, other accounts he manages and his
ownership of the Fund shares.

Possible Conflicts of Interest. The Fund offers its shares to separate
accounts of different insurance companies as an investment for their variable
annuity, variable life and other investment product contracts. While the Fund
does not foresee any disadvantages to contract owners from these
arrangements, it is possible that the interests of owners of different
contracts participating in the Fund through different separate accounts might
conflict. For example, a conflict could arise because of differences in tax
treatment.

INVESTING IN THE FUND

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by
separate investment accounts of participating insurance companies as an
underlying investment for variable life insurance policies, variable annuity
contracts or other investment products. Individual investors cannot buy
shares of the Fund directly. Please refer to the accompanying prospectus of
the participating insurance company for information on how to select the Fund
as an investment option for that variable life insurance policy, variable
annuity or other investment product. That prospectus will indicate whether
you are eligible to purchase Class 3 shares, Class 4 shares, or Service
shares of the Fund. The Fund reserves the right to refuse any purchase order
when the Manager believes it would be in the Fund's best interest to do so.
Class 3 and Class 4 shares are currently offered only as an investment option
through separate accounts offered by certain insurance companies. Please
refer to the accompanying prospectus of the participating insurance company
for more details.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Fund shares may interfere with the Manager's ability to manage
the Fund's investments, increase the Fund's transaction and administrative
costs and/or affect the Fund's performance, depending on various factors,
such as the size of the Fund, the nature of its investments, the amount of
Fund assets the portfolio manager maintains in cash or cash equivalents from
time to time, and the aggregate dollar amount, number and frequency of
trades. If large dollar amounts are involved in redemption transactions, the
Fund might be required to sell portfolio securities at unfavorable times to
meet such requests, and the Fund's transaction or administrative expenses
might be increased.

o The Transfer Agent will attempt to monitor the net effect on the
Fund's assets from the purchase and redemption activity in the
accounts of participating insurance companies. The Transfer Agent
will seek to identify patterns that may suggest excessive trading by
the contract or policy owners who invest in the insurance company's
accounts. If the Transfer Agent believes it has observed evidence of
possible excessive trading activity, it will ask the participating
insurance companies or other registered owners to review the
transaction activity by the contract or policy holders in their
respective accounts, and to take appropriate action, and to confirm
to the Transfer Agent that appropriate action has been taken, to
curtail any excessive trading activity.
o The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would be
excessive or disruptive.

Each participating insurance company may impose its own restrictions or
limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
participating insurance companies will be successful in curbing short-term or
excessive trading.

- ------------------------------------------------------------------------------

Classes of Shares. The Fund currently offers four different classes of
shares. The classes of shares designated as Service class shares and Class 4
shares are subject to a distribution and service plan. The impact of the
expenses of that plan on Service class shares and Class 4 shares is described
below. The classes of shares that are not subject to a plan are designated as
Non-Service shares and Class 3 shares. The classes of shares represent
investments in the same portfolio of securities but are expected to be
subject to different expenses and will likely have different share prices.

Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service share class and Class 4 shares to
pay the Distributor for distribution related services, personal services and
account maintenance for the Fund's Service class and Class 4 shares. Under
the Plan, payments are made quarterly at an annual rate of up to 0.25% of the
average annual net assets of Service share class and Class 4 shares of the
Fund. Because these fees are paid out of the Fund's assets on an on-going
basis, over time these fees will increase the cost of your investment and may
cost you more than other types of fees or sales charges. The Distributor
currently uses all of those fees to compensate sponsor(s) of the insurance
product that offers Fund shares for providing personal service and
maintenance of accounts of their variable contract owners that hold Service
class and Class 4 shares. The impact of the service plan is to increase
operating expenses of the Service class and Class 4 shares, which results in
lower performance compared to the Fund's shares that are not subject to a
service fee.

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager
and the Distributor, in their discretion, also may pay dealers or other
financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the
Manager's and/or the Distributor's own resources, including from the profits
derived from the advisory fees the Manager receives from the Fund. These cash
payments, which may be substantial, are paid to many firms having business
relationships with the Manager and Distributor. These payments are in
addition to any distribution fees, servicing fees, or transfer agency fees
paid directly or indirectly by the Fund to these financial intermediaries.
These payments by the Manager or Distributor from their own resources are not
reflected in the tables in the section called "Fees and Expenses of the Fund"
in this Prospectus because they are not paid by the Fund.

"Financial intermediaries" are firms that offer and sell Fund shares to
their clients, or provide shareholder services to the Fund, or both, and
receive compensation for doing so. Your securities dealer or insurance agent,
for example, is a financial intermediary, and there are other types of
financial intermediaries that could receive payments relating to the sale or
servicing of the Fund's shares. In addition to dealers and insurance agents,
the financial intermediaries that may receive payments include the insurance
companies that offer variable annuity or variable life insurance products.

Payments may also be made by the Manager, the Distributor or the
Transfer Agent to financial intermediaries to compensate or reimburse them
for administrative or other client services provided, such as sub-transfer
agency services for shareholders, omnibus accounting or sub-accounting,
participation in networking arrangements, account set-up, recordkeeping and
other shareholder services. Payments may also be made for administrative
services related to the distribution of Fund shares through the intermediary.
Firms that may receive servicing fees with respect to Oppenheimer funds
include insurance companies that offer variable annuity or variable life
insurance products, retirement plan administrators, qualified tuition program
sponsors, banks and trust companies, and others. These fees may be used by
the service provider to offset or reduce fees that would otherwise be paid
directly to them by certain account holders.

The Fund assesses a 1% fee on the proceeds of Class 3 and Class 4
shares that are redeemed within 60 days of their purchase. The redemption fee
is paid to the Fund, and is intended to offset the trading costs, market
impact and other costs associated with short-term money movements in and out
of the Fund. The redemption fee is imposed to the extent that Class 3 and
Class 4 shares redeemed exceed Class 3 and Class 4 shares that have been held
more than 60 days.

Shares may be "redeemed in kind" under certain limited circumstances (such as
redemptions of substantial amounts of shares by shareholders that have
consented to such in kind redemptions). This means that the redemption
proceeds will be paid to the participating insurance companies that hold Fund
shares with liquid securities from the Fund's portfolio. If the Fund redeems
shares in kind, the accounts may bear transaction costs and market risks
until such time as the securities are converted into cash.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class of
shares from net investment income, if any, on an annual basis. Dividends will
generally be lower for Service shares and Class 4 shares, which normally have
higher expenses. The Fund has no fixed dividend rate and cannot guarantee
that it will pay any dividends.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance for its Non-Service and Service shares for the past
five fiscal years and since inception for its Class 3 and Class 4 shares.
Certain information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by Deloitte &
Touche LLP, the Fund's independent registered public accounting firm, whose
report, along with the Fund's financial statements, is included in the
Statement of Additional Information, which is available upon request.

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
- ----------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 29.51 $ 25.08 $ 17.70 $ 22.84 $ 30.33
- ----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .32 1 .26 1 .19 .16 .17
Net realized and unrealized gain (loss) 3.85 4.49 7.34 (5.19) (3.85)
---------------------------------------------------------------------
Total from investment operations 4.17 4.75 7.53 (5.03) (3.68)
- ----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.30) (.32) (.15) (.11) (.19)
Distributions from net realized gain -- -- -- -- (3.62)
---------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.30) (.32) (.15) (.11) (3.81)
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 33.38 $ 29.51 $ 25.08 $ 17.70 $ 22.84
=====================================================================

- ----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $2,124,413 $2,518,867 $2,280,752 $1,549,993 $1,905,890
- ----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $2,123,523 $2,451,188 $1,751,226 $1,776,289 $1,918,335
- ----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 1.08% 1.01% 0.99% 0.80% 0.70%
Total expenses 0.67% 4 0.66% 4 0.67% 4 0.67% 4 0.70% 4
- ----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 30% 34% 34% 39%

1. Per share amounts calculated based on the average shares outstanding during
the period.

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

16 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
- ----------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 29.33 $ 24.96 $ 17.61 $ 22.78 $ 30.30
- ----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .24 1 .20 1 .12 .12 .21
Net realized and unrealized gain (loss) 3.84 4.46 7.36 (5.19) (3.92)
---------------------------------------------------------------------
Total from investment operations 4.08 4.66 7.48 (5.07) (3.71)
- ----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.25) (.29) (.13) (.10) (.19)
Distributions from net realized gain -- -- -- -- (3.62)
---------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.25) (.29) (.13) (.10) (3.81)
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 33.16 $ 29.33 $ 24.96 $ 17.61 $ 22.78
=====================================================================

- ----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 557,284 $ 346,403 $ 168,739 $ 52,830 $ 20,467
- ----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 413,849 $ 247,490 $ 91,800 $ 34,847 $ 8,502
- ----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 0.79% 0.77% 0.68% 0.51% 0.44%
Total expenses 0.92% 4 0.91% 4 0.93% 4 0.90% 4 0.85% 4
- ----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 30% 34% 34% 39%

1. Per share amounts calculated based on the average shares outstanding during
the period.

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

17 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------

CLASS 3 SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 1
- ------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 29.65 $ 25.19 $ 17.55
- ------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .32 2 .26 2 .07
Net realized and unrealized gain 3.88 4.52 7.57
--------------------------------------
Total from investment operations 4.20 4.78 7.64
- ------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.30) (.32) --
Distributions from net realized gain -- -- --
--------------------------------------
Total dividends and/or distributions to shareholders (.30) (.32) --
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 33.55 $29.65 $ 25.19
======================================

- ------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 14.34% 19.19% 43.53%
- ------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $346,064 $265,044 $147,576
- ------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $296,252 $199,388 $ 80,579
- ------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 1.06% 1.00% 0.73%
Total expenses 0.67% 5 0.66% 5 0.68% 5
- ------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 35% 30% 34%

1. For the period from May 1, 2003 (inception of offering) to December 31, 2003.

2. Per share amounts calculated based on the average shares outstanding during
the period.

4. Annualized for periods of less than one full year.

5. Reduction to custodian expenses less than 0.01%.

18 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

CLASS 4 SHARES PERIOD ENDED DECEMBER 31, 2005 2004 1
- ---------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 29.35 $ 25.21
- ---------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .24 2 .09 2
Net realized and unrealized gain 3.84 4.05
-----------------------
Total from investment operations 4.08 4.14
- ---------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.28) --
Distributions from net realized gain -- --
-----------------------
Total dividends and/or distributions to shareholders (.28) --
- ---------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 33.15 $ 29.35
=======================

- ---------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 14.05% 16.42%
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 90,604 $ 37,384
- ---------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 61,380 $ 19,774
- ---------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 0.79% 0.53%
Total expenses 0.93% 5 0.94% 5
- ---------------------------------------------------------------------------------------------------------
Portfolio turnover rate 0.35% 30%

1. For the period from May 3, 2004 (inception of offering) to December 31, 2004.

2. Per share amounts calculated based on the average shares outstanding during
the period.

4. Annualized for periods of less than one full year.

5. Reduction to custodian expenses less than 0.01%.

- ------------------------------------------------------------------------------
INFORMATION AND SERVICES
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
For More Information on Oppenheimer Global Securities Fund/VA

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

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How to Get More Information
- ------------------------------------------------------------------------------
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports and the notice explaining the Fund's privacy policy:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
- -----------------------------

By Telephone:

- -----------------------------

Call OppenheimerFunds
Services toll-free:
1.800.981.2871

By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270

- -----------------------------

Denver, Colorado 80217-5270

- -----------------------------

----------------------------- Information about the Fund including the
Statement of Additional Information can be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1.202.942.8090.
Reports and other information about the Fund are available on the EDGAR database
on the SEC's Internet website at www.sec.gov. Copies may be obtained after
payment of a duplicating fee by electronic request at the SEC's e-mail address:
publicinfo@sec.gov or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.

The Fund's SEC File No.: 811-4108 [logo] OppenheimerFunds PR0485.001.0406
Distributor, Inc. Printed on recycled paper.

Annual Total Returns

Appendix to Prospectus of Oppenheimer Global Securities Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Global
Securities Fund/VA (the "Fund") under the heading "Annual Total Return (as of
December 31 each year)":

Calendar Year Ended

- ------------------------------------------------------------------------------

12/31/96 17.80%
12/31/97 22.42%
12/31/98 14.11%
12/31/99 58.48%
12/31/00 5.09%
12/31/01 -12.04%
12/31/02 -22.13%
12/31/03 43.02%
12/31/04 19.16%
12/31/05 14.31%

High Income Fund

Oppenheimer
High Income Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated April 30, 2006 Oppenheimer High Income Fund/VA
is a mutual fund that seeks a high
level of current income. The Fund
invests primarily in lower-grade,
high-yield debt securities.

Shares of the Fund are sold only
as the underlying investment for
variable life insurance policies,
variable annuity contracts and other
insurance company separate accounts. A
prospectus for the insurance product
you have selected accompanies this
Prospectus and explains how to select
shares of the Fund as an investment
under that insurance product, and
whether you are only eligible to
purchase Service shares of the Fund.
This Prospectus contains
important information about the Fund's
objective, investment policies,
strategies and risks. Please read this
Prospectus (and your insurance product
prospectus) carefully before you
invest and keep them for future
reference about your account.
As with all mutual funds, the
Securities and Exchange Commission has
not approved or disapproved the Fund's
securities nor has it determined that
this Prospectus is accurate or
complete. It is a criminal offense to
represent otherwise.

CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

INVESTING IN THE FUND

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks a high level of
current income from investment in high-yield fixed-income securities.

What Does the Fund Mainly Invest In? The Fund invests mainly in a variety of
high-yield fixed-income securities of domestic and foreign issuers. The
Fund's investments typically include:
o lower-grade, high-yield domestic and foreign corporate bonds and notes
(these are the main focus of the Fund's portfolio),
o mortgage-related securities and asset-backed securities,
o preferred stocks,
o "structured" notes,
o foreign government bonds and notes, and
o "zero-coupon" and "step" bonds.

Under normal market conditions, the Fund invests at least 65% of its
total assets, and can invest without limit, in high-yield, lower-grade
fixed-income securities, commonly called "junk bonds." Lower-grade securities
are below investment-grade securities, and are rated below "Baa" by Moody's
Investors Service or below "BBB" by Standard & Poor's or have comparable
ratings by other nationally-recognized rating organizations (or, in the case
of unrated securities, have comparable ratings assigned by the Fund's
investment manager, OppenheimerFunds, Inc. (the "Manager")).

The Fund's foreign investments can include securities of issuers in
developed markets as well as emerging markets, which have special risks. The
Fund can also invest in loan participations and can use hedging instruments
and certain derivative investments, primarily mortgage-related securities and
"structured" notes, to try to increase income or to try to manage investment
risks. These investments are more fully explained in "About the Fund's
Investments," below.

How Does the Portfolio Manager Decide What Securities to Buy or Sell? In
selecting securities for the Fund, the Fund's portfolio manager analyzes the
overall investment opportunities and risks in different market sectors,
industries and countries. The portfolio manager's overall strategy is to
build a broadly diversified portfolio of debt securities to help moderate the
special risks of investing in lower-grade, high yield debt instruments. The
portfolio manager currently focuses on the factors below (some of which may
vary in particular cases and may change over time), looking for:
o Securities offering high current income,
o Issuers in industries that are currently undervalued,
o Issuers with strong cash flows,
o Changes in the business cycle that might affect corporate profits.

The Fund's diversification strategies, both with respect to securities
issued by different companies and within different industries, are intended
to reduce the volatility of the Fund's share prices while providing
opportunities for high current income.

Who Is the Fund Designed For? The Fund's shares are available only as an
investment option under certain variable annuity contracts, variable life
insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking
high current income from a portfolio emphasizing lower-grade domestic and
foreign debt securities. Those investors should be willing to assume the
special risks of lower-grade debt securities. Since the Fund's income level
will fluctuate, it is not designed for investors needing an assured level of
current income. The Fund is designed as a long-term investment. However, the
Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments in debt
securities are subject to changes in their value from a number of factors
described below. There is also the risk that the value of your investment
could be eroded over time by the effects of inflation and that poor security
selection by the Manager will cause the Fund to underperform other funds
having similar objectives.

|_| Special Risks of Lower-Grade Securities. Because the Fund can invest
without limit in securities below investment grade to seek high income and
emphasizes these securities in its investment program, the Fund's credit
risks are greater than those of funds that buy only investment-grade
securities. Lower-grade debt securities may be subject to greater market
fluctuations and greater risks of loss of income and principal than
investment-grade debt securities. Securities that are (or that have fallen)
below investment grade are exposed to a greater risk that the issuers of
those securities might not meet their debt obligations. These risks can
reduce the Fund's share prices and the income it earns. The market for
lower-grade securities may be less liquid, especially during times of
economic distress, and therefore they may be harder to value and to sell at
an acceptable price.

|X| Interest Rate Risks. The values of debt securities, including
government securities, are subject to change when prevailing interest rates
change. When interest rates fall, the values of already-issued debt
securities generally rise. When interest rates rise, the values of
already-issued debt securities generally fall, and they may sell at a
discount from their face amount. The magnitude of these fluctuations will
often be greater for longer-term debt securities than shorter-term debt
securities. The Fund's share prices can go up or down when interest rates
change because of the effect of the changes on the value of the Fund's
investments in debt securities.

|X| Risks of Foreign Investing. The Fund can invest its assets without
limit in foreign debt securities and can buy securities of governments and
companies in both developed markets and emerging markets. The Fund normally
invests part of its assets in foreign securities. While foreign securities
offer special investment opportunities, there are also special risks that can
reduce the Fund's share prices and returns.

The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in that
foreign currency. Currency rate changes can also affect the distributions the
Fund makes from the income it receives from foreign securities as foreign
currency values change against the U.S. dollar. Foreign investing can result
in higher transaction and operating costs for the Fund. Foreign issuers are
not subject to the same accounting and disclosure requirements that U.S.
companies are subject to. The value of foreign investments may be affected by
exchange control regulations, expropriation or nationalization of a company's
assets, foreign taxes, delays in settlement of transactions, changes in
governmental economic or monetary policy in the U.S. or abroad, or other
political and economic factors.

|X| Prepayment Risk. Prepayment risk occurs when the mortgages underlying a
mortgage-related security are prepaid at a rate faster than anticipated
(usually when interest rates fall) and the issuer of the security can prepay
the principal prior to the security's maturity. Mortgage-related securities
that are subject to prepayment risk, including the mortgage-related
securities that the Fund buys, generally offer less potential for gains when
prevailing interest rates decline, and have greater potential for loss than
other debt securities when interest rates rise.

The impact of prepayments on the price of a security may be difficult
to predict and may increase the volatility of the price. The Fund might have
to reinvest the proceeds of prepaid securities in new securities offering
lower yields. Additionally, the Fund can buy mortgage-related securities at a
premium. Accelerated prepayments on those securities could cause the Fund to
lose the portion of its principal investment represented by the premium the
Fund paid.

|X| There are Special Risks in Using Derivative Investments. The Fund can
use derivatives to seek increased income or to try to hedge investment risks.
In general terms, a derivative investment is an investment contract whose
value depends on (or is derived from) the value of an underlying asset,
interest rate or index. Options, futures, interest rate swaps, credit
derivatives, structured notes and mortgage-related securities are examples of
derivatives the Fund can use.

The Fund has limits on the amount of particular types of derivatives it
can hold. However, using derivatives can cause the Fund to lose money on its
investment and/or increase the volatility of its share prices.

How Risky is the Fund Overall? The risks described above collectively form
the risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and its price per share. These risks
mean that you can lose money by investing in the Fund. When you redeem your
shares, they may be worth more or less than what you paid for them. There is
no assurance that the Fund will achieve its investment objective. In the
short term, the values of debt securities can fluctuate substantially because
of interest rate changes. Foreign debt securities, particularly those of
issuers in emerging markets, and high yield securities can be volatile, and
the price of the Fund's shares can go up and down substantially because of
events affecting foreign markets or issuers or events affecting the high
yield market. The Fund's security diversification strategy may help cushion
the Fund's shares prices from that volatility, but debt securities are
subject to other credit and interest rate risks that can affect their values
and the share prices of the Fund. The Fund generally has more risks than bond
funds that focus on U.S. government securities and investment-grade bonds but
may be less volatile than funds that focus solely on investments in a single
foreign sector, such as emerging markets.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the Fund's performance (for Non-Service
shares) from year to year for the last ten calendar years and by showing how
the average annual total returns of the Fund's shares compared to those of a
broad-based market index. Because the Fund's Service shares are subject to a
service fee, their performance is expected to be lower for any given
period.The Fund's past investment performance is not necessarily an
indication of how the Fund will perform in the future.

Annual Total Returns (as of December 31 each year)
[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 8.88% (2nd Q '03) and the lowest return (not
annualized) for a calendar quarter was -7.12% (3rd Q '98).

- ---------------------------------------------------------------------------------

Average Annual Total Returns 1 Year 5 Years 10 Years
for the periods ended December (or life of
31, 2005 class, if less)

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Oppenheimer High Income Fund/VA

Non-Service Shares (inception 2.31% 6.58% 6.00%

4/30/86)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Merrill Lynch High Yield Master 2.83% 8.76% 6.80%
Index

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Oppenheimer High Income Fund/VA

Service Shares (inception 2.01% 7.41%(1) N/A

9/18/01)
- ---------------------------------------------------------------------------------
1. Since Class inception (9/18/01)

The Fund's returns in the table measure the performance of a hypothetical
account without deducting charges imposed by the separate accounts that
invest in the Fund and assume that all dividends and capital gains
distributions have been reinvested in additional shares. The Fund's
performance is compared to the Merrill Lynch High Yield Master Index, an
unmanaged index of U.S. corporate and government bonds that is a measure of
the performance of the high-yield corporate bond market. It must be
remembered that the index performance reflects the reinvestment of income but
does not consider the effects of fees, expenses or transaction costs. Also,
the Fund may have investments that vary from the index.

The Fund's total returns should not be expected to be the same as the returns
of other Oppenheimer funds, even if both funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Fund

- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Non-Service Shares Service Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Management Fees 0.72% 0.72%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Distribution and Service None 0.25%
(12b-1) Fees
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Other Expenses 0.03% 0.03%

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Total Annual Operating Expenses 0.75% 1.00%

- --------------------------------------------------------------------------------

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in shares of the Fund for
the time periods indicated, reinvest your dividends and distributions and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Your actual costs may be higher or lower,
because expenses will vary over time. Based on these assumptions your
expenses would be as follows, whether or not you redeem your investment at
the end of each period:

- ------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Non-Service Shares $77 $241 $418 $934
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Service Shares $203 $320 $555 $1,231

- ------------------------------------------------------------------------------

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among different types of investments will vary over time
based upon the Manager's evaluation of economic and market trends. The Fund's
portfolio might not always include all of the different types of investments
described below. The Statement of Additional Information contains more
details about the Fund's investment policies and risks.

A debt security is essentially a loan by the buyer to the issuer of the
debt security. The issuer promises to pay back the principal amount of the
loan and normally pays interest, at a fixed or variable rate, on the debt
while it is outstanding. The debt securities the Fund buys may be rated by
nationally recognized rating organizations or they may be unrated securities
assigned an equivalent rating by the Manager. While the Fund's investments
may be investment grade or below investment grade in credit quality, it
expects to invest mainly in lower-grade securities, commonly called "junk
bonds." They typically offer higher yields than investment-grade bonds,
because investors assume greater risks of default of these securities. The
ratings definitions of the principal national rating organizations are
included in Appendix A to the Statement of Additional Information.

The Fund has no limit on the range of maturity of the debt securities
it can buy, and therefore may hold obligations with short-, medium- or
long-term maturities. However, longer- term securities typically offer higher
yields than shorter-term securities and therefore the Fund will focus on
longer-term securities to seek higher income. However, longer-term securities
fluctuate more in price when interest rates change than shorter-term
securities.

|X| High-Yield, Lower-Grade Fixed-Income Securities. There are no
restrictions on the amount of the Fund's assets that can be invested in debt
securities below investment grade. The Fund can invest in securities rated as
low as "C" or "D", in unrated bonds or bonds which are in default at the time
the Fund buys them. While securities rated "Baa" by Moody's or "BBB" by S&P
are considered "investment grade," they have some speculative
characteristics.

The Manager does not rely solely on ratings issued by rating
organizations when selecting investments for the Fund. The Fund can buy
unrated securities that offer high current income. The Manager assigns a
rating to an unrated security that is equivalent to the rating of a rated
security that the Manager believes offers comparable yields and risks.

While investment-grade securities are subject to risks of non-payment
of interest and principal, generally, higher yielding lower-grade bonds,
whether rated or unrated, have greater risks than investment-grade
securities. They may be subject to greater market fluctuations and risk of
loss of income and principal than investment-grade securities. There may be
less of a market for them and therefore they may be harder to value and to
sell at an acceptable price. There is a relatively greater possibility that
the issuer's earnings may be insufficient to make the payments of interest
and principal due on the bonds.

These risks mean that the Fund may not achieve the expected income from
lower-grade securities, and that the Fund's net asset value per share may be
affected by declines in value of these securities.

|X| Private Issuer Mortgage-Backed Securities. The Fund can invest a
substantial portion of its assets in mortgage-backed securities issued by
private issuers, which do not offer the credit backing of U.S. government
securities. Primarily these include multi-class debt or pass-through
certificates secured by mortgage loans. They may be issued by banks, savings
and loans, mortgage bankers and other non-governmental issuers. Private
issuer mortgage-backed securities are subject to the credit risks of the
issuers (as well as the interest rate risks and prepayment risks of CMOs that
are U.S. government securities, discussed below); although in some cases they
may be supported by insurance or guarantees.

|X| Mortgage-Related U.S. Government Securities. The Fund can buy interests
in pools of residential or commercial mortgages, in the form of
collateralized mortgage obligations ("CMOs") and other "pass-through"
mortgage securities. CMOs that are U.S. government securities have collateral
to secure payment of interest and principal. They may be issued in different
series each having different interest rates and maturities. The collateral is
either in the form of mortgage pass-through certificates issued or guaranteed
by a U.S. agency or instrumentality or mortgage loans insured by a U.S.
government agency. The Fund can have substantial amounts of its assets
invested in mortgage-related U.S. government securities.

If interest rates rise rapidly, prepayments may occur at slower rates
than expected, which could have the effect of lengthening the expected
maturity of a short or medium-term security. That could cause its value to
fluctuate more widely in response to changes in interest rates. In turn, this
could cause the value of the Fund's shares to fluctuate more.

|X| Foreign Debt Securities. The Fund can buy debt securities issued by
foreign governments and companies, as well as "supra-national" entities, such
as the World Bank. The Fund will not invest 25% or more of its total assets
in debt securities of any one foreign government or in debt securities of
companies in any one industry. The Fund has no requirements as to the
maturity range of the foreign debt securities it can buy, or as to the market
capitalization range of the issuers of those securities.

The Fund's foreign debt investments can be denominated in U.S. dollars
or in foreign currencies. The Fund will buy foreign currency only in
connection with the purchase and sale of foreign securities and not for
speculation.

|_| Special Risks of Emerging and Developing Markets. Securities of issuers
in emerging and developing markets may offer special investment opportunities
but present risks not found in more mature markets. Those securities may be
more difficult to value and to sell at an acceptable price and their prices
may be more volatile than securities of issuers in more developed markets.
They may be very speculative. Settlements of trades may be subject to greater
delays so that the Fund may not receive the proceeds of a sale of a security
on a timely basis.

These countries might have less developed trading markets and
exchanges. Emerging market countries may have less developed legal and
accounting systems, and investments may be subject to greater risks of
government restrictions on withdrawing the sales proceeds of securities from
the country. Economies of developing countries may be more dependent on
relatively few industries that may be highly vulnerable to local and global
changes. Governments may be more unstable and present greater risks of
nationalization or restrictions on foreign ownership of securities of local
companies.

|X| "Structured" Notes. The Fund can buy "structured" notes, which are
specially designed derivative debt investments. Their principal payments or
interest payments are linked to the value of an index (such as a currency or
securities index) or commodity. The terms of the instrument may be
"structured" by the purchaser (the Fund) and the borrower issuing the note.

Can the Fund's Investment Objective and Policies Change? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's investment
objective is a fundamental policy. Investment restrictions that are
fundamental policies are listed in the Statement of Additional Information.
An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

|X| Portfolio Turnover. The Fund can engage in active and frequent trading
to try to achieve its objective. It might have a turnover rate in excess of
100% annually. Increased portfolio turnover creates higher brokerage and
transaction costs for the Fund (and may reduce performance). For a contract
owner, any increase in realized gains will generally not be taxable directly
but may affect the owner's tax basis in the account. The Financial Highlights
table at the end of this Prospectus shows the Fund's portfolio turnover rates
during prior fiscal years.

Other Investment Strategies. To seek its objective, the Fund can also use the
investment techniques and strategies described below. The Manager might not
always use all of them. These techniques involve risks, although some are
designed to help reduce overall investment or market risks.

|X| U.S. Government Securities. The Fund can invest in securities issued or
guaranteed by the U.S. Treasury or other government agencies or federally
chartered corporate entities referred to as "instrumentalities." These are
referred to as "U.S. government securities" in this Prospectus.

|_| U.S. Treasury Obligations. These include Treasury bills (which have
maturities of one year or less when issued), Treasury notes (which have
maturities of more than one to ten years), and Treasury bonds (which have
maturities of more than ten years). Treasury securities are backed by the
full faith and credit of the United States as to timely payments of interest
and repayments of principal. The Fund can also buy U.S. Treasury securities
that have been "stripped" of their coupons by a Federal Reserve Bank,
zero-coupon U.S. Treasury securities described below, and Treasury
Inflation-Protection Securities ("TIPS").

|_| Obligations of U.S. Government Agencies or Instrumentalities. These
include direct obligations and mortgage-related securities that have
different levels of credit support from the U.S. government. Some are
supported by the full faith and credit of the U.S. government, such as
Government National Mortgage Association pass-through mortgage certificates
(called "Ginnie Maes"). Some are supported by the right of the issuer to
borrow from the U.S. Treasury under certain circumstances, such as Federal
National Mortgage Association bonds ("Fannie Maes"). Others are supported
only by the credit of the entity that issued them, such as Federal Home Loan
Mortgage Corporation obligations ("Freddie Macs").

Zero-coupon and stripped securities are subject to greater fluctuations
in price from interest rate changes than conventional interest-bearing
securities of similar or the same maturities. The Fund may have to pay out
the imputed income on zero-coupon securities without receiving the actual
cash currently. Interest-only securities are particularly sensitive to
changes in interest rates.

|X| Preferred Stock. Unlike common stock, preferred stock typically has a
stated dividend rate. Preferred stock dividends may be cumulative (they
remain a liability of the company until they are paid) or non-cumulative.
When prevailing interest rates rise, the value of preferred stock having a
fixed dividend rate tends to fall. The right to payment of dividends on
preferred stock is generally subordinate to the rights of a corporation's
debt securities.

|X| Illiquid and Restricted Securities. Investments may be illiquid because
they do not have an active trading market, making it difficult to value them
or dispose of them promptly at an acceptable price. Restricted securities may
have terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities. Certain restricted securities that are
eligible for resale to qualified institutional purchasers may not be subject
to that limit. The Manager monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain adequate
liquidity.

|X| Derivative Investments. The Fund can invest in a number of
different kinds of "derivative" investments. In the broadest sense,
exchange-traded options, futures contracts, structured notes, CMOs and other
hedging instruments the Fund can use may be considered "derivative
investments." In addition to using hedging instruments, the Fund can use
other derivative investments because they offer the potential for increased
income.

The Fund may buy and sell options, futures and forward contracts for a
number of purposes. It might do so to try to manage its exposure to the
possibility that the prices of its portfolio securities may decline, or to
establish a position in the securities market as a temporary substitute for
purchasing individual securities. It might do so to try to manage its
exposure to changing interest rates. The Fund can use forward contracts to
try to manage foreign currency risks on the Fund's foreign investments.

Options trading involves the payment of premiums and has special tax
effects on the Fund. There are also special risks in particular hedging
strategies. If a covered call written by the Fund is exercised on an
investment that has increased in value, the Fund will be required to sell the
investment at the call price and will not be able to realize any profit if
the investment has increased in value above the call price. In writing a put,
there is a risk that the Fund may be required to buy the underlying security
at a disadvantageous price.

If the Manager used a hedging instrument at the wrong time or judged
market conditions incorrectly, a hedging strategy could reduce the Fund's
return. The Fund could also experience losses if the prices of its futures
and options positions were not correlated with its other investments or if it
could not close out a position because of an illiquid market.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also makes disclosures of its portfolio securities holdings in its
Statements of Investments on Form N-Q, which are filed with the Securities
and Exchange Commission (the "SEC") no later than 60 days after the close of
the first and third fiscal quarters. These required filings are publicly
available at the SEC. Therefore, portfolio holdings of the Fund are made
publicly available no later than 60 days after the close of the Fund's fiscal
quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

How the Fund Is Managed

The Manager has been an investment adviser since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $215 billion in
assets as of March 31, 2006, including other Oppenheimer funds with more than
6 million shareholder accounts. The Manager is located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

|X| Advisory Fees. Under the investment advisory agreement, the Fund pays
the Manager an advisory fee at an annual rate that declines on additional
assets as the Fund grows: 0.75% of the first $200 million of average annual
net assets, 0.72% of the next $200 million, 0.69% of the next $200 million,
0.66% of the next $200 million, 0.60% on the next $200 million and 0.50% of
average annual net assets over $1 billion. The Fund's management fee for its
fiscal year ended December 31, 2005, was 0.72% of the Fund's average annual
net assets for each class of shares.

|X| Portfolio Manager. The Fund's portfolio is managed by Dimitrios
Kourkoulakos. Mr. Kourkoulakos has been the person primarily responsible for
the day-to-day management of the Fund's portfolio since June 2002. Mr.
Kourkoulakos is a Vice President of the Manager since December 2001 and an
officer of other portfolios in the OppenheimerFunds complex. He was formerly
a High Yield Analyst from 1998 to 2001 and a Securities Analyst from 1995 to
1998 of the Manager.

The Statement of Additional Information provides additional information
about the Portfolio Manager's compensation, other accounts he manages and his
ownership of Fund shares.

|X| Possible Conflicts of Interest. The Fund offers its shares to separate
accounts of different insurance companies, as an investment for their
variable annuity, variable life and other investment product contracts. While
the Fund does not foresee any disadvantages to contract owners from these
arrangements, it is possible that the interests of owners of different
contracts participating in the Fund through different separate accounts might
conflict. For example, a conflict could arise because of differences in tax
treatment.

INVESTING IN THE FUND

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Fund shares may interfere with the Manager's ability to manage
the Fund's investments, increase the Fund's transaction and administrative
costs and/or affect the Fund's performance, depending on various factors,
such as the size of the Fund, the nature of its investments, the amount of
Fund assets the portfolio manager maintains in cash or cash equivalents from
time to time, and the aggregate dollar amount, number and frequency of
trades. If large dollar amounts are involved in redemption transactions, the
Fund might be required to sell portfolio securities at unfavorable times to
meet such requests, and the Fund's transaction or administrative expenses
might be increased.

Each participating insurance company may impose its own restrictions or
limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
participating insurance companies will be successful in curbing short-term or
excessive trading.

- ------------------------------------------------------------------------------
Information about your investment in the Fund through your variable annuity
contract, variable life insurance policy or other plan can be obtained only
from your participating insurance company or its servicing agent. The Fund's
Transfer Agent does not hold or have access to those records. Instructions
for buying or selling shares of the Fund should be given to your insurance
company or its servicing agent, not directly to the Fund or its Transfer
Agent.
- ------------------------------------------------------------------------------

The Board has adopted valuation procedures for the Fund and has
delegated the day-to-day responsibility for fair value determinations to the
Manager's Valuation Committee. Fair value determinations by the Manager are
subject to review, approval and ratification by the Board at its next
scheduled meeting after the fair valuations are determined. In determining
whether current market prices are readily available and reliable, the Manager
monitors the information it receives in the ordinary course of its investment
management responsibilities for significant events that it believes in good
faith will affect the market prices of the securities of issuers held by the
Fund. Those may include events affecting specific issuers (for example, a
halt in trading of the securities of an issuer on an exchange during the
trading day) or events affecting securities markets (for example, a foreign
securities market closes early because of a natural disaster). The Fund uses
fair value pricing procedures to reflect what the Manager and the Board
believe to be more accurate values for its portfolio securities, although it
may not always be able to accurately determine such values. In addition, the
discussion of "time-zone arbitrage" describes effects that the Fund's fair
value pricing policy is intended to counteract.

The offering price that applies to an order from a participating
insurance company is based on the next calculation of the net asset value per
share that is made after the insurance company (as the Fund's designated
agent to receive purchase orders) receives a purchase order from its contract
owners to purchase Fund shares on a regular business day, provided that the
Fund receives the order from the insurance company, generally by 9:30 a.m. on
the next regular business day at the offices of its Transfer Agent in
Colorado.

|X| Classes of Shares. The Fund has four classes of shares authorized. The
Fund currently offers only two different classes of shares. The class of
shares designated as Service shares are subject to a Distribution and Service
Plan. The impact of the expenses of the Plan on Service shares is described
below. The class of shares that are not subject to a Plan has no class "name"
designation. The different classes of shares represent investments in the
same portfolio of securities but are expected to be subject to different
expenses and will likely have different share prices.

Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service shares to pay the Distributor for
distribution related services, personal services and account maintenance for
the Fund's Service shares. Under the Plan, payments are made periodically at
an annual rate of up to 0.25% of the average annual net assets of Service
shares of the Fund. Because these fees are paid out of the Fund's assets on
an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than other types of fees or sales charges.
The Distributor currently uses all of those fees to compensate sponsor(s) of
the insurance product that offers Fund shares, for providing personal service
and maintenance of accounts of their variable contract owners that hold
Service shares.

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager
and the Distributor, in their discretion, also may pay dealers or other
financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the
Manager's and/or the Distributor's own resources, including from the profits
derived from the advisory fees the Manager receives from the Fund. These cash
payments, which may be substantial, are paid to many firms having business
relationships with the Manager and Distributor. These payments are in
addition to any distribution fees, servicing fees, or transfer agency fees
paid directly or indirectly by the Fund to these financial intermediaries.
These payments by the Manager or Distributor from its own resources are not
reflected in the tables in the section called "Fees and Expenses of the Fund"
in this Prospectus because they are not paid by the Fund.

"Financial intermediaries" are firms that offer and sell Fund shares to
their clients, or provide shareholder services to the Fund, or both, and
receive compensation for doing so. Your securities dealer or insurance agent,
for example, is a financial intermediary, and there are other types of
financial intermediaries that could receive payments relating to the sale or
servicing of the Fund's shares. In addition to dealers and insurance agents,
the financial intermediaries that may receive payments include the insurance
companies that offer variable annuity or variable life insurance products.

Various factors are used to determine whether to make revenue sharing
payments. Possible considerations include, without limitation, the types of
services provided by the intermediary, sales of Fund shares, the redemption
rates on accounts of clients of the intermediary or overall asset levels of
Oppenheimer funds held for or by clients of the intermediary, the willingness
of the intermediary to allow the Distributor to provide educational and
training support for the intermediary's sales personnel relating to the
Oppenheimer funds, the availability of the Oppenheimer funds on the
intermediary's sales system, as well as the overall quality of the services
provided by the intermediary and the Manager or Distributor's relationship
with the intermediary. The Manager and Distributor have adopted guidelines
for assessing and implementing each prospective revenue sharing arrangement.
To the extent that financial intermediaries receiving distribution-related
payments from the Manager or Distributor sell more shares of the Oppenheimer
funds or retain more shares of the funds in their client accounts, the
Manager and Distributor benefit from the incremental management and other
fees they receive with respect to those assets.

Payments may also be made by the Manager, the Distributor or the
Transfer Agent to financial intermediaries to compensate or reimburse them
for administrative or other client services provided such as sub-transfer
agency services for shareholders or retirement plan participants, omnibus
accounting or sub-accounting, participation in networking arrangements,
account set-up, recordkeeping and other shareholder services. Payments may
also be made for administrative services related to the distribution of Fund
shares through the intermediary. Firms that may receive servicing fees with
respect to Oppenheimer funds include insurance companies that offer variable
annuity or variable life insurance products, retirement plan administrators,
qualified tuition program sponsors, banks and trust companies, and others.
These fees may be used by the service provider to offset or reduce fees that
would otherwise be paid directly to them by certain account holders.

Dividends, Capital Gains and Taxes

Financial Highlights

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
- ------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 8.80 $ 8.61 $ 7.51 $ 8.54 $ 9.27
- ------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .57 1 .58 1 .60 .58 .84
Net realized and unrealized gain (loss) (.37) .15 1.09 (.76) (.62)
---------------------------------------------------------------------
Total from investment operations .20 .73 1.69 (.18) .22
- ------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.56) (.54) (.59) (.85) (.95)
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 8.44 $ 8.80 $ 8.61 $ 7.51 $ 8.54
=====================================================================

- ------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 2.31% 8.97% 23.96% (2.40)% 1.97%
- ------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 384,726 $ 479,405 $ 480,112 $ 345,670 $ 344,788
- ------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 444,477 $ 460,877 $ 396,858 $ 335,894 $ 347,723
- ------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 6.79% 6.91% 8.31% 8.29% 9.94%
Total expenses 0.75% 4 0.75% 4 0.76% 4 0.77% 4 0.79% 4
- ------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 64% 51% 48% 75% 46%

1. Per share amounts calculated based on the average shares outstanding during
the period.

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

23 | OPPENHEIMER HIGH INCOME FUND/VA

FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------

SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001 1
- ------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 8.76 $ 8.58 $ 7.49 $ 8.54 $ 8.40
- ------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .55 2 .56 2 .61 .88 .20
Net realized and unrealized gain (loss) (.38) .15 1.06 (1.08) (.06)
---------------------------------------------------------------------
Total from investment operations .17 .71 1.67 (.20) .14
- ------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.54) (.53) (.58) (.85) --
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 8.39 $ 8.76 $ 8.58 $ 7.49 $ 8.54
=====================================================================

- ------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 2.01% 8.73% 23.79% (2.67)% 1.67%
- ------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 155,617 $ 134,013 $ 76,354 $ 17,705 $ 3
- ------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 141,287 $ 101,464 $ 41,246 $ 5,602 $ 2
- ------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 6.54% 6.63% 7.84% 8.91% 12.51%
Total expenses 1.00% 5 1.01% 5 1.04% 5 1.02% 5,6 0.96% 5
- ------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 64% 51% 48% 75% 46%

1. For the period from September 18, 2001 (inception of offering) to December
31, 2001.

2. Per share amounts calculated based on the average shares outstanding during
the period.

4. Annualized for periods of less than one full year.

5. Reduction to custodian expenses less than 0.01%.

6. Voluntary waiver of transfer agent fees less than 0.01%.

INFORMATION AND SERVICES

For More Information on Oppenheimer High Income Fund/VA

The following additional information about the Fund is available without
charge upon request:

How to Get More Information
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports and the notice explaining the Fund's privacy policy:

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090. Reports and other information
about the Fund are available on the EDGAR database on the SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.

The Fund's SEC File No. 811-4108

PR0640.001.0406 [logo] OppenheimerFunds Distributor, Inc.
Printed on recycled paper

Appendix to Prospectus of
Oppenheimer High Income Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer High Income
Fund/VA (the "Fund") under the heading "Annual Total Return (as of December
31 each year)":

- -----------------------------------------------------
- -----------------------------------------------------
12/31/96 15.25%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/97 12.22%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/98 0.31%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/99 4.29%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/00 -3.74%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/01 1.97%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/02 -2.40%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/03 23.96%
- -----------------------------------------------------
- -----------------------------------------------------
12/31/04 8.97%
- -----------------------------------------------------
- -----------------------------------------------------

12/31/05 2.31%

- -----------------------------------------------------

Main Street Fund

Oppenheimer Main Street Fund(R)/VA
A series of Oppenheimer Variable
Account Funds
Oppenheimer Main Street Fund(R)/VA is a

Prospectus dated April 30, 2006 mutual fund that seeks high total
return (which includes growth in the
value of its shares as well as current
income) from equity and debt
securities. The Fund invests mainly in
common stocks of U.S. companies.

Shares of the Fund are sold
only as an underlying investment for
variable life insurance policies,
variable annuity contracts and other
insurance company separate accounts.
A prospectus for the insurance product
you have selected accompanies this
Prospectus. It explains how to select
shares of the Fund as an investment
under the insurance product, and
whether you are eligible to purchase
Service shares of the Fund.
This Prospectus contains
important information about the Fund's
objective, its investment policies,
As with all mutual funds, the strategies and risks. Please read this
Securities and Exchange Commission has Prospectus (and your insurance product
not approved or disapproved the Fund's prospectus) carefully before you
securities nor has it determined that invest and keep it for future
this Prospectus is accurate or reference about your account.
complete. It is a criminal offense to
represent otherwise.

Contents

About the Fund
- ------------------------------------------------------------------------------

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

Investing in the Fund
- ------------------------------------------------------------------------------

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Fund's Investment Objective and Principal Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks high total return
(which includes growth in the value of its shares as well as current income)
from equity and debt securities.

What Does the Fund Mainly Invest In? The Fund currently invests mainly in
common stocks of U.S. companies of different capitalization ranges, presently
focusing on large-capitalization issuers. It also can buy debt securities,
such as bonds and debentures, but does not currently emphasize these
investments.

How Do the Portfolio Managers Decide What Securities to Buy or Sell? In
selecting securities for purchase or sale by the Fund, the Fund's portfolio
managers use an investment process that combines quantitative models,
fundamental research about particular securities and individual judgment.
While this process and the inter-relationship of the factors used may change
over time and its implementation may vary in particular cases, in general the
selection process involves the use of:

o Multi-factor quantitative models: The Fund uses both "top down" and
"bottom up" models. The "top down" models are primarily used to
help the portfolio managers determine their market capitalization
exposure (large, mid, small) and rely on indicators such as relative
valuations, relative price trends and interest rate relationships.
The "bottom up" models help the portfolio managers identify the most
attractive stocks within each market capitalization category. These
stock selection models are based upon many factors that measure the
attractiveness of individual securities relative to each other. The
portfolio managers typically follow and analyze more than 3,000
stocks on a daily basis and select those that they deem attractive.
o Fundamental research: The portfolio managers use both internal research
and analysis by other market analysts, with emphasis on current
company news and industry-related events.
o Judgment: The portfolio is then continuously rebalanced by the
portfolio managers, using all of the tools described above.

Who Is the Fund Designed For? The Fund's shares are available only as an
investment option under certain variable annuity contracts, variable life
insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking
high total return from their investment over the long term. Those investors
should be willing to assume the risks of short-term share price fluctuations
that are typical for a fund with significant investments in stocks. Since the
Fund's income level will fluctuate, it is not designed for investors needing
an assured level of current income. The Fund is not a complete investment
program.

Main Risks of Investing in the Fund

All investments have risks to some degree. The Fund's investments are
subject to changes in their value from a number of factors described below.
There is also the risk that poor security selection by the Fund's investment
manager, OppenheimerFunds, Inc. (the "Manager") may cause the Fund to
underperform other funds having similar objectives.

At times, the Fund may increase the relative emphasis of its
investments in a particular industry compared to the weighting of that
industry in the S&P 500 Index, which the Fund uses as a performance
benchmark. To the extent that the Fund increases its emphasis on stocks in a
particular industry, its share values may fluctuate more in response to
events affecting that industry, such as changes in economic conditions,
government regulations, availability of basic resources or supplies, or other
events that affect that industry more than others (this is referred to as
"industry risk"). Changes in interest rates can also affect stock and bond
prices (this is known as "interest rate risk").

However, changes in the overall market prices of securities and the
income they pay can occur at any time. The share prices of the Fund will
change daily based on changes in market prices of securities and market
conditions and in response to other economic events. Market risk will affect
the Fund's net asset values per share, which will fluctuate as the values of
the Fund's portfolio securities change.

|X| Risks of Investing in Stocks. Stocks fluctuate in price, and their
short-term volatility at times may be great. Because the Fund currently
invests a substantial portion of its assets in common stocks, the value of
the Fund's portfolio will be affected by changes in the stock markets.

A variety of factors can affect the price of a particular stock and the
prices of individual stocks do not all move in the same direction uniformly
or at the same time. Different stock markets may behave differently from each
other. In particular, because the Fund currently intends to focus its
investments in stocks of U.S. issuers, it will be affected primarily by
changes in U.S. stock markets.

Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the issuer
or its industry. The Fund currently invests primarily in securities of large
companies, but can also buy securities of small and medium-size companies,
which may have more volatile prices than stocks of large companies.

How Risky is the Fund Overall? The risks described above collectively form
the overall risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and its prices per share. Particular
investments and investment strategies also have risks. These risks mean that
you can lose money by investing in the Fund. When you redeem your shares,
they may be worth more or less than what you paid for them. There is no
assurance that the Fund will achieve its investment objective.

The stock markets can be volatile, and the price of the Fund's shares
can go up and down. While fixed-income securities have their own risks, and
are not currently emphasized by the Fund, they have the potential to help
cushion the Fund's total return from changes in stock prices. In the
OppenheimerFunds spectrum, the Fund is generally more conservative than
aggressive growth stock funds, but may be more volatile than investment grade
bond funds.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the Fund's performance for Non-Service shares
from year to year for the last ten calendar years and by showing how the
average annual total returns of the Fund's shares compared to those of a
broad-based market index. Because the Fund's Service shares are subject to a
service fee, their performance is expected to be lower for any given period.
The Fund's past investment performance is not necessarily an indication of
how the Fund will perform in the future.

Annual Total Returns (as of December 31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return for a calendar
quarter was 19.28% (4th Q `98) and the lowest return for a calendar quarter
was -22.38% (3rd Q `98).

- ---------------------------------------------------------------------------------
Average Annual Total
Returns 1 Year 5 Years 10 Years
- ------------------------ (or life of class (or life of
for the periods ended if less) class if less)

December 31, 2005

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Oppenheimer Main Street 5.98% 1.41% 8.15%
Fund(R)/VA
Non-Service Shares

(inception 7/5/95)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

S&P 500 Index 4.91% 0.54% 9.07%(1)

(inception 7/13/00) 5.74% 1.19% -1.17%

- ---------------------------------------------------------------------------------

1. Since 12/31/95.

The Fund's total returns should not be expected to be the same as the returns
of other Oppenheimer funds, even if both funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Fund

- --------------------------------------------------------------------------------

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

Management Fees 0.65% 0.65%

Other Expenses 0.02% 0.01%

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Total Annual Operating Expenses 0.67% 0.91%

- --------------------------------------------------------------------------------

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

- ------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Non-Service Shares $69 $215 $374 $837
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Service Shares $93 $291 $506 $1,125

- ------------------------------------------------------------------------------

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among different types of investments will vary over time
based upon the Manager's evaluation of economic and market trends. The Fund's
portfolio might not always include all the different types of investments
described below. The Statement of Additional Information contains more
detailed information about the Fund's investment policies and risks.

In addition to in-depth quantitative research, the Manager tries to
reduce risk by carefully controlling the portfolio weight of any one security
in the Fund. The Fund attempts to reduce its exposure to individual security
risk by diversifying its investments across a broad number of stocks, that
is, by not holding a substantial amount of stock of any one company and by
not investing too great a percentage of the Fund's assets in any one
company. Also, the Fund does not concentrate 25% or more of its total assets
in investments in any one industry. The share prices of the Fund will change
daily based on changes in market prices of securities and market conditions
and in response to other economic events. Additionally, the income the
securities pay can change at any time.

The Fund's equity investments may be exchange-traded or
over-the-counter securities. Over-the-counter securities may have less
liquidity than exchange-traded securities.

|X| Stock Investments. The Fund currently invests mainly in common
stocks. The Fund currently focuses on securities of issuers that have large
capitalizations. Historically their stock prices have tended to be less
volatile than securities of smaller issuers. However, the Fund can buy
stocks of issuers in all capitalization ranges. "Capitalization" refers to
the market value of all of the issuers' outstanding common stock.

|X| Portfolio Turnover. The Fund may engage in active and frequent trading
to try to achieve its objective. It might have a turnover rate in excess of
100% annually. Increased portfolio turnover creates higher brokerage and
transaction costs for the Fund (and may reduce performance). For a contract
owner, any increase in realized gains will generally not be taxable directly
but may affect the owner's tax basis in the account. The Financial Highlights
table at the end of this Prospectus shows the Fund's portfolio turnover rates
during prior fiscal years.

Can the Fund's Investment Objective and Policies Change? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's investment
objective is a fundamental policy. Other investment restrictions that are
fundamental policies are listed in the Statement of Additional Information.
An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

Other Investment Strategies. To seek its objective, the Fund can use the
investment techniques and strategies described below. The Fund might not
always use all of them. These techniques have risks, although some of them
are designed to help reduce overall investment or market risks.

|X| Other Equity Securities. Equity securities include common stocks, as
well as "equity equivalents" such as preferred stocks and securities
convertible into common stock. Preferred stock has a set dividend rate and
ranks after bonds and before common stocks in its claim for dividends and
claim on assets if the issuer is liquidated or becomes bankrupt. The Manager
considers some convertible securities to be "equity equivalents" because of
the conversion feature and in that case their rating has less impact on the
Manager's investment decision than in the case of debt securities.

|X| Debt Securities. The mix of equities and debt securities in the
Fund's portfolio will vary over time depending on the Manager's judgment
about market and economic conditions. The Fund's investments in debt
securities can include securities issued or guaranteed by the U.S. government
or its agencies and instrumentalities, and foreign and domestic corporate
bonds, notes and debentures. They may be selected for their income
possibilities, for liquidity and to help cushion fluctuations in the Fund's
net asset values.

The debt securities the Fund buys may be rated by nationally recognized
rating organizations such as Moody's Investors Service, Inc. or Standard &
Poor's Rating Service or they may be unrated securities assigned a rating by
the Manager. The Fund's investments may be above or below investment grade in
credit quality. The Manager does not rely solely on ratings by rating
organizations in selecting debt securities but evaluates business and
economic factors affecting an issuer as well. Currently the Fund does not
invest a significant percentage of its assets in debt securities, although
their relative emphasis in the portfolio may change if the Manager believes
they offer opportunities to increase the Fund's total return.

|_| Interest Rate Risks. The values of debt securities, including U.S.
Government securities, are subject to change when prevailing interest rates
change. When interest rates fall, the values of already-issued debt
securities generally rise. When interest rates rise, the values of
already-issued debt securities generally fall. The magnitude of these
fluctuations will often be greater for longer-term debt securities than
shorter-term debt securities. The Fund's share prices can go up or down when
interest rates change because of the effect of the changes on the value of
the Fund's investments in debt securities.

|_| Credit Risk. Debt securities are subject to credit risk. Credit
risk is the risk that the issuer of a security might not make interest and
principal payments on the security as they become due. If the issuer fails to
pay interest, the Fund's income might be reduced and if the issuer fails to
repay principal, the value of that security and of the Fund's shares might be
reduced. A downgrade in an issuer's credit rating or other adverse news
about an issuer can reduce the value of that issuer's securities. While the
Fund's investments in U.S. government securities are subject to little credit
risk, the Fund's other investments in debt securities are subject to risks of
default.

|_| U.S. Government Securities. The Fund can invest in securities
issued or guaranteed by the U.S. Treasury or other U.S. government agencies
or federally-chartered corporate entities referred to as "instrumentalities."
These are referred to as "U.S. government securities" in this Prospectus.
Although not rated, Treasury obligations have little credit risk but prior to
their maturity are subject to interest rate risk.

|X| Risks of Foreign Investing. The Fund can buy securities of
companies or governments in any country, including developed and
underdeveloped countries. There are no limits on the amounts it can invest in
foreign securities, but the Fund currently does not expect to have
substantial investments in foreign securities. While foreign securities offer
special investment opportunities, there are also special risks.

The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in that
foreign currency. Foreign issuers are not subject to the same accounting and
disclosure requirements that U.S. companies are subject to. The value of
foreign investments may be affected by exchange control regulations, currency
devaluation, expropriation or nationalization of a company's assets, foreign
taxes, delays in settlement of transactions, changes in governmental economic
or monetary policy in the U.S. or abroad, or other political and economic
factors.

Additionally, if a fund invests a significant amount of its assets in
foreign securities, it may be exposed to "time-zone arbitrage" attempts by
investors seeking to take advantage of the differences in value of foreign
securities that might result from events that occur after the close of the
foreign securities market on which a foreign security is traded and the close
of the New York Stock Exchange (the "NYSE") that day, when the Fund's net
asset value is calculated. If such time-zone arbitrage were successful, it
might dilute the interests of other shareholders. However, the Fund's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board believe to be their fair value may help deter those activities.

|X| Illiquid and Restricted Securities. Investments may be illiquid
because they do not have an active trading market, making it difficult to
value them or dispose of them promptly at an acceptable price. Restricted
securities have terms that limit their resale to other investors or may
require registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities but is not required to sell them due to
declines in the Fund's share price. Certain restricted securities that are
eligible for resale to qualified institutional purchasers may not be subject
to that limit. The Manager monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain adequate
liquidity.

|X| Derivative Investments. The Fund can invest in a number of
different kinds of "derivative" investments. In general terms, a derivative
investment is an investment contract whose value depends on (or is derived
from) the value of an underlying asset, interest rate or index. In the
broadest sense, options, futures contracts and other hedging instruments the
Fund can use may be considered "derivative investments." In addition to
using hedging instruments, the Fund may use other derivative investments
because they offer the potential for increased income and principal value.

|X| There Are Special Risks in Using Derivative Investments. If the
issuer of the derivative does not pay the amount due, the Fund can lose money
on the investment. Also, the underlying security or investment on which the
derivative is based, and the derivative itself, might not perform the way the
Manager expected it to perform. If that happens, the Fund's share prices
could decline or the Fund could get less income than expected. The Fund has
limits on the amount of particular types of derivatives it can hold.

There are also special risks in particular hedging strategies. Options
trading involves the payment of premiums and can increase portfolio
turnover. If the Manager used a hedging instrument at the wrong time or
judged market conditions incorrectly, the strategy could reduce the Fund's
return. The Fund could also experience losses if the prices of its futures
and options positions were not correlated with its other investments or if it
could not close out a position because of an illiquid market.

|X| Temporary Defensive and Interim Investments. In times of adverse or
unstable market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary investments that are inconsistent with the
Fund's principal investment strategies. Generally such investments would
include money market instruments, short-term debt securities, U.S. government
securities, cash equivalents such as highly-rated commercial paper, bank
deposits or repurchase agreements. The Fund may also hold these types of
securities pending the investment of proceeds from the sale of Fund shares or
portfolio securities or to meet anticipated redemptions of Fund shares. To
the extent the Fund invests defensively in these securities, it may not
achieve its investment objective.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

How the Fund Is Managed

The Manager has been an investment adviser since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $215 billion in
assets as of March 31, 2006, including other Oppenheimer funds with more than
6 million shareholder accounts. The Manager is located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

Advisory Fees. Under the investment advisory agreement, the Fund pays
the Manager an advisory fee at an annual rate that declines on additional
assets as the Fund grows: the Fund pays 0.75% of the first $200 million of
average annual net assets, 0.72% of the next $200 million, 0.69% of the next
$200 million, 0.66% of the next $200 million, and 0.60% of average annual net
assets over $800 million. The Fund's management fee for its fiscal year ended
December 31, 2005, was 0.65% of the Fund's average annual net assets for each
class of shares.

|X| Portfolio Managers. The Fund's portfolio is managed by Nikolaos D.
Monoyios and Marc Reinganum who are primarily responsible for the day-to-day
management of the Fund's investments. Mr. Monoyios has been a manager of the
Fund's portfolio since May 1999. Mr. Monoyios is a Chartered Financial
Analyst and has been a Senior Vice President of the Manager since October
2003. He was a Vice President of the Manager from April 1998 through
September 2003 and is an officer of other portfolios in the OppenheimerFunds
complex.

Mr. Reinganum has been a manager of the Fund's portfolio since October 2003
and has been a Vice President of the Manager since September 2002. He is also
Director of Quantitative Research and Portfolio Strategist for Equities. Mr.
Reinganum was the Mary Jo Vaughn Rauscher Chair in Financial Investments at
Southern Methodist University from 1995 until September 2002. At Southern
Methodist University, he also served as the Director of the Finance
Institute, Chairman of the Finance Department, President of the Faculty at
the Cox School of Business and member of the Board of Trustee Investment
Committee. Mr. Reinganum is an officer of other portfolios in the
OppenheimerFunds complex.

The Statement of Additional Information provides additional information about
the Portfolio Managers' compensation, other accounts they manage and their
ownership of Fund shares.

INVESTING IN THE FUND

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Fund shares may interfere with the Manager's ability to manage
the Fund's investments, increase the Fund's transaction and administrative
costs and/or affect the Fund's performance, depending on various factors,
such as the size of the Fund, the nature of its investments, the amount of
Fund assets the portfolio manager maintains in cash or cash equivalents from
time to time, and the aggregate dollar amount, number and frequency of
trades. If large dollar amounts are involved in redemption transactions, the
Fund might be required to sell portfolio securities at unfavorable times to
meet such requests, and the Fund's transaction or administrative expenses
might be increased.

Limits on Disruptive Activity. The Manager and the Fund's Board of Trustees
have adopted the following policies and procedures to try to detect and
prevent frequent and/or excessive purchase and redemption activity.
The Transfer Agent will attempt to monitor the net effect on the Fund's
assets from the purchase and redemption activity in the accounts of
participating insurance companies. The Transfer Agent will seek to
identify patterns that may suggest excessive trading by the contract
or policy owners who invest in the insurance company's accounts. If
the Transfer Agent believes it has observed evidence of possible
excessive trading activity, it will ask the participating insurance
companies or other registered owners to review the transaction
activity by the contract or policy holders in their respective
accounts, and to take appropriate action, and to confirm to the
Transfer Agent that appropriate action has been taken, to curtail
any excessive trading activity.
o The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would be
excessive or disruptive.

o Monitoring the Policies. These policies and procedures are administered
by the Fund's Transfer Agent. However, the Transfer Agent presently
does not have the ability to monitor trading activity of accounts held
by underlying contract or policy owners within the accounts of a
participating insurance company. The Transfer Agent's ability to
monitor and deter excessive short-term trading in such insurance
company accounts ultimately depends on the capability and cooperation
of each participating insurance company in monitoring and controlling
transactional activity of contract or policy owners who own interests
in the insurance company's accounts. The Fund has asked its
participating insurance companies for their cooperation in trying to prevent
excessive short term trading activity in their separate accounts by contract
or policy owners or their financial advisers.

Periodic asset allocation and re-balancing of a portion of the Fund
shares held in accounts of contract or policy owners is generally not
considered by the Transfer Agent to be "excessive trading." Participating
insurance companies may have their own policies and procedures limiting
trading among investments held in the accounts of their contract or policy
owners. The Transfer Agent has advised those participating insurance
companies that certain types of trading activity, such as making an
"exchange" out of the Fund within 30 days of buying shares (by the sale of
the recently purchased Fund's shares and the purchase of shares of another
Fund), or making more than six "round trip exchanges" between funds in a year
is considered by the Transfer Agent to be "excessive trading" activity.
Participating insurance companies have been asked to monitor for and to deter
such activity, but have no obligation to do so. There is no guarantee that
the policies and procedures described above will be effective to enable the
Fund's Transfer Agent to identify and deter excessive short-term trading.

Each participating insurance company may impose its own restrictions or
limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
participating insurance companies will be successful in curbing short-term or
excessive trading.

- ------------------------------------------------------------------------------

Classes of Shares. The Fund has four classes of shares authorized. The
Fund currently offers only two classes of shares. The class of shares
designated as Service shares are subject to a Distribution and Service Plan.
The impact of the expenses of the Plan on Service shares is described below.
The class of shares that are not subject to a Plan has no class "name"
designation. The different classes of shares represent investments in the
same portfolio of securities but are expected to be subject to different
expenses and will likely have different share prices.

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager
and the Distributor, in their discretion, also may pay dealers or other
financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the
Manager's and/or the Distributor's own resources, including from the profits
derived from the advisory fees the Manager receives from the Fund. These cash
payments, which may be substantial, are paid to many firms having business
relationships with the Manager and Distributor. These payments are in
addition to any distribution fees, servicing fees, or transfer agency fees
paid directly or indirectly by the Fund to these financial intermediaries.
These payments by the Manager or Distributor from their own resources are not
reflected in the tables in the section called "Fees and Expenses of the Fund"
in this Prospectus because they are not paid by the Fund.

"Financial intermediaries" are firms that offer and sell Fund shares to
their clients, or provide shareholder services to the Fund, or both, and
receive compensation for doing so. Your securities dealer or insurance agent,
for example, is a financial intermediary, and there are other types of
financial intermediaries that could receive payments relating to the sale or
servicing of the Fund's shares. In addition to dealers and insurance agents,
the financial intermediaries that may receive payments include the insurance
companies that offer variable annuity or variable life insurance products.

Payments may also be made by the Manager, the Distributor or the
Transfer Agent to financial intermediaries to compensate or reimburse them
for administrative or other client services provided, such as sub-transfer
agency services for shareholders, omnibus accounting or sub-accounting,
participation in networking arrangements, account set-up, recordkeeping and
other shareholder services. Payments may also be made for administrative
services related to the distribution of Fund shares through the intermediary.
Firms that may receive servicing fees with respect to Oppenheimer funds
include insurance companies that offer variable annuity or variable life
insurance products, retirement plan administrators, qualified tuition program
sponsors, banks and trust companies, and others. These fees may be used by
the service provider to offset or reduce fees that would otherwise be paid
directly to them by certain account holders.

The share price that applies to a redemption order is the next net
asset value per share that is determined after the participating insurance
company (as the Fund's designated agent) receives a redemption request on a
regular business day from its contract or policy holder, provided that the
Fund receives the order from the insurance company, generally by 9:30 a.m.
Eastern time the next regular business day at the office of its Transfer
Agent in Colorado. The participating insurance company must receive that
order before the close of the NYSE (usually 4:00 p.m. Eastern time). The Fund
normally sends payment by Federal Funds wire to the insurance company's
account the day after the Fund receives the order (and no later than seven
days after the Fund's receipt of the order). Under unusual circumstances
determined by the Securities and Exchange Commission, payment may be delayed
or suspended. Shares may be redeemed in kind under certain limited
circumstances (such as redemptions of substantial amounts to shareholders
that have consented to such in kind redemptions).

Dividends, Capital Gains and Taxes

Financial Highlights

FINANCIAL HIGHLIGHTS OPPENHEIMER MAIN STREET FUND/VA
- --------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
- ----------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 20.84 $ 19.20 $ 15.32 $ 18.99 $ 21.26
- ----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .26 1 .27 1 .18 .16 .13
Net realized and unrealized gain (loss) .97 1.53 3.86 (3.70) (2.29)
--------------------------------------------------------------------------
Total from investment operations 1.23 1.80 4.04 (3.54) (2.16)
- ----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.28) (.16) (.16) (.13) (.11)
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 21.79 $ 20.84 $ 19.20 $ 15.32 $ 18.99
==========================================================================

- ----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 5.98% 9.46% 26.72% (18.80)% (10.16)%
- ----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $1,121,476 $1,238,948 $1,214,960 $ 890,740 $1,074,945
- ----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1,156,299 $1,216,081 $1,003,396 $ 999,275 $1,028,913
- ----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 1.26% 1.39% 1.10% 0.94% 0.73%
Total expenses 0.67% 4 0.67% 4 0.70% 4 0.69% 4 0.73% 4
- ----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 88% 82% 85% 98% 69%

1. Per share amounts calculated based on the average shares outstanding during
the period.

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 20.70 $ 19.10 $ 15.26 $ 18.95 $ 21.24
- -----------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .21 1 .25 1 .14 .13 .14
Net realized and unrealized gain (loss) .96 1.49 3.85 (3.70) (2.32)
---------------------------------------------------------------
Total investment operations 1.17 1.74 3.99 (3.57) (2.18)
- -----------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.24) (.14) (.15) (.12) (.11)
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 21.63 $ 20.70 $ 19.10 $ 15.26 $ 18.95
===============================================================

- -----------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 5.74% 9.15% 26.44% (18.99)% (10.27)%
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $598,348 $372,845 $166,717 $ 51,929 $ 21,545
- -----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $462,272 $262,660 $ 98,210 $ 34,604 $ 10,306
- -----------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 1.02% 1.30% 0.83% 0.87% 0.66%
Total expenses 0.91% 4 0.92% 4 0.96% 4 0.84% 4 0.88% 4
- -----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 88% 82% 85% 98% 69%

1. Per share amounts calculated based on the average shares outstanding during
the period.

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

- ------------------------------------------------------------------------------
INFORMATION AND SERVICES
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
The following additional information about the Fund is available without
charge upon request:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
How to Get More Information
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports and the notice explaining the Fund's privacy policy:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
- ----------------------------- By Telephone: ----------------------------- Call
OppenheimerFunds Services toll-free: 1.800.981.2871

By Mail: Write to: OppenheimerFunds Services P.O. Box 5270
- ----------------------------- Denver, Colorado 80217-5270

- -----------------------------

The Fund's SEC File No.

811-4108
PR0650.001.0406
[logo] OppenheimerFunds
Distributor, Inc.
Printed on recycled paper

- ------------------------------------------------------------------------------
Annual Total Returns
Prospectus of Oppenheimer Main Street Fund(R)/ VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Main Street
Fund(R)/VA (the "Fund") under the heading "Annual Total Return (as of December 31
each year)":

Calendar Year Ended

- ------------------------------------------------------------------------------

12/31/96 32.51%
12/31/97 32.48%
12/31/98 4.70%
12/31/99 21.71%
12/31/00 -8.78%
12/31/01 -10.16%
12/31/02 -18.80%
12/31/03 26.72%
12/31/04 9.46%
12/31/05 5.98%

Main Street Small Cap Fund

Oppenheimer
Main Street Small Cap Fund(R)/VA
A series of Oppenheimer Variable
Account Funds

Prospectus dated April 30, 2006

Oppenheimer Main Street Small Cap
Fund(R)/VA is a mutual fund that seeks
capital appreciation. The Fund invests
mainly in common stocks of "small-cap"
companies.
Shares of the Fund are sold only
as an underlying investment for
variable life insurance policies,
variable annuity contracts and other
insurance company separate accounts. A
prospectus for the insurance product
you have selected accompanies this
Prospectus and explains how to select
shares of the Fund as an investment
under that insurance product, and
whether you are eligible to purchase
Service shares of the Fund.
This Prospectus contains
important information about the Fund's
objective, its investment policies,
strategies and risks. Please read this
Prospectus (and your insurance product
As with all mutual funds, the prospectus) carefully before you
Securities invest and keep them for future
and Exchange Commission has not reference about your account.
approved or disapproved the Fund's
securities nor has it determined that
this Prospectus is accurate or
complete.
It is a criminal offense to represent
otherwise.

Contents

About the Fund
- ------------------------------------------------------------------------------

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

Investing in the Fund
- ------------------------------------------------------------------------------

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Fund's Investment Objective and Principal Investment Strategies

What is the Fund's Investment Objective? The Fund seeks capital appreciation.

What Does The Fund Mainly Invest In? The Fund invests mainly in common
stocks of small-capitalization ("small cap") U.S. companies that the Fund's
investment manager, OppenheimerFunds, Inc. (the "Manager"), believes have
favorable business trends or prospects. Under normal market conditions, the
Fund will invest at least 80% of its net assets (including any borrowings for
investment purposes) in securities of companies having a small market
capitalization. These may include common stocks and other equity securities
of "growth" and/or "value" companies. A "value" investment style attempts to
find companies whose securities are believed to be undervalued in the
marketplace. A "growth" investment style encompasses a search for companies
whose earnings are expected to increase at a greater rate than the overall
market. The Fund incorporates a blended style of investing combining both
growth and value styles.

The Fund currently considers an issuer having a market capitalization
of up to $3 billion to be a "small-cap" issuer. The Fund measures an issuer's
market capitalization at the time the Fund buys the security, and it is not
required to sell the security if the issuer's capitalization grows above $3
billion. Over time, the Fund may change the range of asset capitalizations it
uses to define "small-cap" issuers, as market conditions change. The Fund's
investment program is more fully explained in "About the Fund's Investments,"
below.

- ---------------------------------------------------------------------
What is "Market Capitalization"?
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------

In general, a company's market capitalization is the value of
a company determined by the total market value of its issued
and outstanding common stock.
- ---------------------------------------------------------------------

How Do The Portfolio Managers Decide What Securities To Buy Or Sell? In
selecting securities for purchase or sale by the Fund, the Fund's portfolio
managers use an investment process that combines quantitative models,
fundamental research about particular securities and individual judgment.
While this process and the inter-relationship of the factors used may change
over time and its implementation may vary in particular cases, in general the
selection process involves the use of:

o Multi-factor quantitative models: These include a group of "top-down"
models that analyze data such as relative valuations, relative price
trends, interest rates and the shape of the yield curve. These help
direct portfolio emphasis by industries and value or growth styles. A
group of "bottom up" models helps to rank stocks in a universe,
selecting stocks for relative attractiveness by analyzing fundamental
stock and company characteristics.
o Fundamental research: The portfolio managers use internal research and
analysis by other market analysts, with emphasis on current company
news and industry-related events.
o Judgment: The portfolio is then continuously re-balanced by the
portfolio managers, based upon the quantitative tools and quantitative
factors described above.

In seeking broad diversification of the Fund's portfolio, the portfolio
managers currently search primarily for the following characteristics
(although these may vary over time and in different cases):
o Companies with a small market capitalization, primarily up to $3
billion.
o Companies with financial characteristics under the quantitative models.
o Companies experiencing positive changes in operations due to enhanced
competitive ability and/or beneficial industry trends.

The portfolio managers employ a disciplined approach in deciding
whether to sell particular portfolio securities based on quantitative models
and fundamental research. If a particular stock exhibits the following
factors, among others, they will consider selling the stock:
o deterioration in a company's expected earnings or cash flow;
o change in valuation as determined by multiple variables including:
earnings, cash flow and book value; or
o analysis of a company's balance sheet suggests less attractive earnings
potential.

In addition, if the reason that the portfolio managers originally
purchased the stock of a particular company materially changes, they may
decide to sell the stock.

Who is the Fund Designed For? The Fund's shares are available only as an
investment option under certain variable annuity contracts, variable life
insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking
capital growth in their investment over the long term from investments in
small-cap stocks. Those investors should be willing to assume the greater
risks of short-term share price fluctuations that are typical for a fund
focusing on small-cap stocks. Since the Fund does not invest for income and
the income from its investments will likely be small, it is not designed for
investors needing an assured level of current income. The Fund is not a
complete investment program.

Main Risks of Investing in the Fund

All investments have some degree of risk. The Fund's investments are
subject to changes in their value from a number of factors described below.
Investments in stocks can be volatile and are subject to changes in general
stock market movements (this is referred to as "market risk"). There is also
the risk that poor security selection by the Manager may cause the Fund to
underperform other funds having a similar objective. The Fund may also be
subject to the risk that economic or other events can have a negative effect
on particular industries that might have a relatively greater weighting in
the Fund's portfolio (this is referred to as "industry risk"). There is also
the risk of a negative change in the value of a particular stock because of
an event affecting a particular issuer. The Fund can also buy foreign
securities that have special risks not associated with investments in
domestic securities, such as the effects of currency fluctuations on relative
prices.

The Manager tries to reduce risks by carefully researching securities
before they are purchased. The Fund attempts to reduce its exposure to market
risks by diversifying its investments, that is, by not holding a substantial
percentage of the stock of any one company and by not investing too great a
percentage of the Fund's assets in any one company. Also, the Fund does not
concentrate 25% or more of its assets in investments in any one industry.

However, changes in the overall market prices of securities can occur
at any time. Market risk will affect the Fund's net asset value per share,
which will fluctuate as the values of the Fund's portfolio securities change.
The share price of the Fund will change daily based on changes in market
prices of securities and market conditions, and in response to other economic
events.

|X| Risks of Investing In Stocks. Stocks fluctuate in price, and their
short-term volatility at times may be great. Because the Fund invests
primarily in common stocks of small-cap companies, the value of the Fund's
portfolio will be affected by changes in the stock market and the special
economic and other factors that might primarily affect the prices of small
cap stocks.

The prices of individual stocks do not all move in the same direction
uniformly or at the same time. Different stock markets may behave differently
from each other. The Fund currently focuses its stock investments in U.S.
issuers and accordingly will be affected primarily by changes in U.S. stock
markets.

Securities in the Fund's portfolio may not increase as much as the
market as a whole. Some small cap securities may be inactively traded, and
therefore, may not be readily bought or sold. Although profits in some Fund
holdings may be realized quickly, investors should not expect the Fund's
investments to appreciate rapidly. Other factors can affect a particular
stock's price, such as poor earnings reports by the issuer, loss of major
customers, major litigation against the issuer, or changes in government
regulations affecting the issuer or its industry.

|X| Industry, Sector and Investment Style Focus. At times the Fund may
increase the relative emphasis of its investments in a particular industry or
sector, and in the growth or value investment styles. The prices of stocks of
issuers in a particular industry, sector or investment style may go up and
down in response to changes in economic conditions, government regulations,
availability of basic resources or supplies, or other events that affect that
industry or sector or style more than others. To the extent that the Fund
increases the relative emphasis of its investments in a particular industry,
sector or investment style, its share values may fluctuate in response to
events affecting that industry, sector or investment style. To some extent
that risk may be limited by the Fund's policy of not concentrating 25% or
more of its assets in investments in any one industry.

Growth and value investment styles each have their own investment
risks, and either may be out of favor at any point in time. Stocks of growth
companies, particularly newer companies, may offer opportunities for greater
capital appreciation but may be more volatile than stocks of larger, more
established companies. If the company's earnings growth or stock price fails
to increase as expected, the stock price of a growth company may decline
sharply. If value stocks prove not to be undervalued, the stock price may
not appreciate and may even decline.

|X| Special Risks of Small-Cap Stocks. The Fund focuses its investments
on securities of companies having a small market capitalization, which can
include both established and newer companies. While newer emerging growth
companies might offer greater opportunities for capital appreciation than
more established companies, they involve substantially greater risks of loss
and price fluctuations than more-established issuers.

Small-cap companies may have limited product lines or markets for their
products, limited access to financial resources and less depth in management
skill than larger, more established companies. Their stocks may be less
liquid than those of larger issuers. That means the Fund could have greater
difficulty selling a security of a small cap issuer at an acceptable price,
especially in periods of market volatility. That factor increases the
potential for losses to the Fund. Also, it may take a substantial period of
time before the Fund realizes a gain on an investment in a small-cap company,
if it realizes any gain at all.

|X| How Risky is the Fund Overall? The risks described above
collectively form the overall risk profile of the Fund and can affect the
value of the Fund's investments, its investment performance and its price per
share. Particular investments and investment strategies also have risks.
These risks mean that you can lose money by investing in the Fund. When you
redeem your shares, they may be worth more or less than what you paid for
them. There is no assurance that the Fund will achieve its investment
objective.

In the short term, the market for small-cap stocks can be volatile, and the
price of the Fund's shares can go up and down substantially. The Fund
generally does not use income-producing investments to help cushion the
Fund's total return from changes in stock prices. The Fund is a very
aggressive investment vehicle, designed for investors willing to assume
greater risks in the hope of achieving greater gains. It generally may be
less volatile than funds focusing on emerging markets but its share price is
likely to fluctuate more than the price of shares of Funds emphasizing
large-cap stocks.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the Fund's performance for Non-Service shares
from year to year for the last seven calendar years and by showing how the
average annual total returns of the Fund's shares compared to those of a
broad-based market index. Because the Fund's Service shares are subject to a
service fee, their performance is expected to be lower for any given period.
The Fund's past investment performance is not necessarily an indication of
how the Fund will perform in the future.

Annual Total Returns (as of December 31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return for a calendar
quarter was 49.05% (4th Q'99) and the lowest return for a calendar quarter
- -18.40% (1st Q'01).

- -----------------------------------------------------------------------------------

Average Annual Total 1 Year 5 Years 10 Years
Returns (or life of (or life of
for the periods ended class if less) class if less)

December 31, 2005

- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------

Oppenheimer Main Street 9.92% 9.73% 8.18%
Small Cap Fund(R)/VA
Non-Service Shares

(inception 5/1/98)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------

Russell 2000(R)Index 4.55% 8.22% 5.77%(1)

(inception 7/16/01) 9.71% 11.91% N/A

- -----------------------------------------------------------------------------------
1. Since 4/30/98.

The Fund's average annual total returns in the table measure the performance
of a hypothetical account without deducting charges imposed by the separate
accounts that invest in the Fund and assume that all dividends and capital
gains distributions have been reinvested in additional shares. The Fund's
performance is compared to the Russell 2000 Index, an unmanaged index of
equity securities of small capitalization companies that is a measure of the
small company market. The index performance includes reinvestment of income
but does not reflect transaction costs, fees or expenses. The Fund's
investments vary from those in the index.

The Fund's total returns should not be expected to be the same as the returns
of other Oppenheimer funds, even if both funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Fund

- --------------------------------------------------------------------------------

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

Management Fees 0.74% 0.74%

Other Expenses 0.07% 0.05%

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Total Annual Operating Expenses 0.81% 1.04%

- --------------------------------------------------------------------------------

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

Non-Service Shares $83 $260 $451 $1,006

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Service Shares $107 $333 $577 $1,277

- ------------------------------------------------------------------------------

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among the different types of permitted investments will vary
over time based on the Manager's evaluation of economic and market trends.
The Fund's portfolio might not always include all of the different types of
investments described below. The Statement of Additional Information contains
more detailed information about the Fund's investment policies and risks.

In addition to quantitative research focusing on small cap stocks, the
Manager tries to reduce risk by carefully controlling the portfolio weight of
any one security in the Fund. The Fund attempts to reduce its exposure to
individual security risk by diversifying its investments across a broad
number of stocks, that is, by not holding a substantial amount of stock of
any one company and by not investing too great a percentage of the Fund's
assets in any one company. Also, the Fund does not concentrate 25% or more of
its total assets in investments in any one industry. The share prices of the
Fund will change daily based on changes in market prices of securities and
market conditions and in response to other economic events.

Small-Cap Stocks. The Fund invests mainly in a diversified portfolio of
common stocks of small-cap companies to seek capital appreciation. Small-cap
growth companies could include, for example, companies that are developing
new products or services, that have relatively favorable prospects, or that
are expanding into new and growing markets. They may provide new products or
services that can enable them to capture a dominant or important market
position. They may have a special area of expertise or the capability to take
advantage of changes in demographic factors in a more profitable way than
larger, more established companies. Small-cap value companies meet valuation
parameters (such as the P/E ratio) that may indicate that they are less
expensive than other small-cap companies.

The Manager currently defines small-capitalization issuers as those
issuers having a market capitalization of up to $3 billion. However, this
definition of a "small-cap" issuer is subject to change.

The Fund's equity investments may be exchange-traded or
over-the-counter securities. Over-the-counter securities may have less
liquidity than exchange-traded securities.

To the extent that the Fund invests significantly in small-cap
securities, because those securities may be traded infrequently, investors
may seek to trade Fund shares based on their knowledge or understanding of
the value of those types of securities (this is sometimes referred to as
"price arbitrage"). Such price arbitrage, if otherwise successful, might
interfere with the efficient management of a Fund's portfolio to a greater
degree than would be the case for Funds that invest in more liquid
securities, because the Fund may have difficulty selling those securities at
advantageous times or prices to satisfy the liquidity requirements created by
large and/or frequent trading activity. Successful price arbitrage activities
might also dilute the value of Fund shares held by other shareholders.

|X| Investing in Unseasoned Companies. The Fund can invest in
unseasoned companies. These are companies that have been in operation less
than three years, including the operations of any predecessors. Because these
companies have a limited operating history and may be more dependent on the
efforts of individual managers, their securities may have limited liquidity
and their prices may be very volatile. The Fund currently does not intend to
invest more than 20% of its net assets in these securities.

Newer companies typically retain a large part of their earnings for
research, development or investment in capital assets. Therefore, they do not
tend to emphasize paying dividends, and may not pay any dividends for some
time after the Fund buys their stock. However, the Fund does not have current
income as a goal.

Can The Fund's Investment Objective And Policies Change? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Shareholders will receive 60 days advance notice of any
change in the 80% requirement described above under "What Does The Fund
Mainly Invest in?" Fundamental policies are those that cannot be changed
without the approval of a majority of the Fund's outstanding voting shares.
The Fund's investment objective is a fundamental policy. Investment
restrictions that are fundamental policies are listed in the Statement of
Additional Information. An investment policy is not fundamental unless this
Prospectus or the Statement of Additional Information says that it is.

Other Investment Strategies. To seek its objective, the Fund can also use
the investment techniques and strategies described below. The Manager might
not always use all of the different types of techniques and investments
described below. These techniques involve certain risks, although some are
designed to help reduce investment or market risks.

|X| Other Equity Securities. While the Fund emphasizes investments in
common stocks, it may also buy preferred stocks and securities convertible
into common stock. Preferred stock has a set dividend rate and ranks after
bonds and before common stocks in its claims for dividends and on assets if
the issuer is liquidated or becomes bankrupt. While some convertible
securities are debt securities, the Manager considers some of them to be
"equity equivalents" because of the conversion feature and in that case their
rating has less impact on the investment decision than in the case of other
debt securities. Nevertheless, convertible securities are subject to both
"credit risk" (the risk that the issuer will not pay interest or repay
principal in a timely manner) and "interest rate risk" (the risk that the
prices of the securities will be affected inversely by changes prevailing
interest rates). If the Fund buys convertible securities (or other debt
securities) it will focus primarily on investment-grade securities, which
pose less credit risk than lower-grade debt securities.

Other Investments. The Fund's investments are not limited only to small-cap
issuers. Under normal market conditions, up to 20% of the assets of
the Fund can be invested in securities of mid and large capitalization
companies, if the Manager believes they offer opportunities for growth.

Special Risks of Initial Public Offerings (IPOs). The Fund has no limit on
the amount of its assets that can be invested in IPOs. By definition,
securities issued in IPOs have not traded publicly until the time of
their offerings. Special risks associated with IPOs may include, among
others, the fact that there may be only a limited number of shares
available for trading. The market for those securities may be
unseasoned. The issuer may have a limited operating history. These
factors may contribute to price volatility. The limited number of
shares available for trading in some IPOs may also make it more
difficult for the Fund to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices. In addition, some
companies initially offering their shares publicly are involved in
relatively new industries or lines of business, which may not be widely
understood by investors. Some of the companies involved in new
industries may be regarded as developmental stage companies, without
revenues or operating income, or the near-term prospects of them. Many
IPOs are by small-or micro-cap companies that are undercapitalized.

|X| Foreign Securities. The Fund can buy securities of companies or
governments in any country, developed or underdeveloped. While there is no
limit on the amount of the Fund's assets that may be invested in foreign
securities, the Manager does not currently plan to invest significant amounts
of the Fund's assets in foreign securities. While foreign securities offer
special investment opportunities, there are also special risks, such as the
effects of a change in value of a foreign currency against the U.S. dollar,
which will result in a change in the U.S. dollar value of securities
denominated in that foreign currency.

The value of foreign investments may be affected by exchange control
regulations, currency devaluations, expropriation or nationalization of a
company's assets, foreign taxes, delays in settlement of transactions,
changes in governmental economic or monetary policy in the U.S. or abroad, or
other political and economic factors.

Additionally, if a Fund invests a significant amount of its assets in
foreign securities, it may be exposed to "time-zone arbitrage" attempts by
investors seeking to take advantage of the differences in value of foreign
securities that might result from events that occur after the close of the
foreign securities market on which a foreign security is traded and the close
of the New York Stock Exchange (the "NYSE") that day, when the Fund's net
asset value is calculated. If such time-zone arbitrage were successful, it
might dilute the interests of other shareholders. However, the Fund's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board believe to be their fair value may help deter those activities.

|X| Illiquid and Restricted Securities. Investments may be illiquid
because they do not have an active trading market, making it difficult to
value them or dispose of them promptly at an acceptable price. Restricted
securities may have terms that limit their resale to other investors or may
require registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 10% of its net assets in
illiquid or restricted securities. The Board can increase that limit to 15%.
Certain restricted securities that are eligible for resale to qualified
institutional purchasers may not be subject to that limit. The Manager
monitors holdings of illiquid securities on an ongoing basis to determine
whether to sell any holdings to maintain adequate liquidity.

|X| Derivative Investments. The Fund can invest in a number of
different kinds of "derivative" investments. In general terms, a derivative
investment is an investment contract whose value depends on (or is derived
from) the value of an underlying asset, interest rate or index. In the
broadest sense, options, futures contracts, and other hedging instruments the
Fund might use may be considered "derivative" investments. The Fund currently
does not use derivatives to a significant degree and is not required to use
them in seeking its objective.

Derivatives have risks. If the issuer of the derivative investment does
not pay the amount due, the Fund can lose money on the investment. The
underlying security or investment on which a derivative is based, and the
derivative itself, may not perform the way the Manager expected it to. As a
result of these risks the Fund could realize less principal or income from
the investment than expected or its hedge might be unsuccessful. As a result,
the Fund's share prices could fall. Certain derivative investments held by
the Fund might be illiquid.

|X| Hedging. The Fund can buy and sell futures contracts, put and call
options, forward contracts and options on futures and securities indices.
These are all referred to as "hedging instruments." Some of these strategies
would hedge the Fund's portfolio against price fluctuations. Other hedging
strategies, such as buying futures and call options, would tend to increase
the Fund's exposure to the securities market. There are also special risks in
particular hedging strategies. Options trading involves the payment of
premiums and can increase portfolio turnover. If the Manager used a hedging
instrument at the wrong time or judged market conditions incorrectly, the
strategy could reduce the Fund's return.

|X| Temporary Defensive and Interim Investments. In times of adverse
or unstable market, economic or political conditions, the Fund can invest up
to 100% of its assets in temporary investments that are inconsistent with the
Fund's principal investment strategies. Generally such investments would
include cash or cash equivalents, such as U.S. Treasury Bills and other
short-term U.S. government obligations or high-grade commercial paper, money
market instruments and repurchase agreements. The Fund can also hold these
types of securities pending the investment of proceeds from the sale of Fund
shares or portfolio securities or to meet anticipated redemptions of Fund
shares. To the extent the Fund invests defensively in these securities, it
might not achieve its investment objective.

|X| Loans of Portfolio Securities. The Fund has entered into a
Securities Lending Agreement with JP Morgan Chase. Under that agreement
portfolio securities of the Fund may be loaned to brokers, dealers and other
financial institutions. The Securities Lending Agreement provides that loans
must be adequately collateralized and may be made only in conformity with the
Fund's Securities Lending Guidelines, adopted by the Fund's Board of
Trustees. The value of the securities loaned may not exceed 25% of the value
of the Fund's net assets. Securities lending allows the fund to retain
ownership of the securities loaned and, at the same time, earn additional
income. The borrower provides the Fund with collateral in an amount at least
equal to the value of the securities loaned. The Fund maintains the ability
to obtain the right to vote or consent on proxy proposals involving material
events affecting securities loaned. If the borrower defaults on its
obligation to return the securities loaned because of insolvency or other
reasons, the Fund could experience delays and costs in recovering the
securities loaned or in gaining access to the collateral. If the Fund is not
able to recover the securities loaned, the Fund may sell the collateral and
purchase a replacement investment in the market. The value of the collateral
could decrease below the value of the replacement investment by the time the
replacement investment is purchased. Loans will be made only to parties
deemed to be in sound financial condition and when, in the Manager's
judgment, the income earned would justify the risks.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

How the Fund Is Managed

The Manager has been an investment adviser since 1960. The Manager and
its subsidiaries and controlled affiliates managed more than $215 billion in
assets as of March 31, 2006, including other Oppenheimer funds with more than
6 million shareholder accounts. The Manager is located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

|X| Advisory Fees. Under the investment advisory agreement, the Fund
pays the Manager an advisory fee at an annual rate that declines on
additional assets as the Fund grows: the Fund pays 0.75% of the first $200
million of average annual net assets, 0.72% of the next $200 million, 0.69%
of the next $200 million, 0.66% of the next $200 million, and 0.60% of
average annual net assets over $800 million. The Fund's management fee for
its fiscal year ended December 31, 2005, was 0.74% of the Fund's average
annual net assets for each class of shares.

|X| Portfolio Managers. The Fund's portfolio is managed by Nikolaos D.
Monoyios and Mark Zavanelli who are primarily responsible for the day-to-day
management of the Fund's investments. Mr. Monoyios is a Chartered Financial
Analyst. Mr. Monoyios has been a manager of the Fund's portfolio since
October 2003 and has been a Senior Vice President of the Manager since
October 2003. He was a Vice President of the Manager from April 1998 through
September 2003 and is an officer of other portfolios in the OppenheimerFunds
complex.

Mr. Zavanelli is a Chartered Financial Analyst and has been a Vice President
of the Manager since November 2000. He is also an officer of other portfolios
in the OppenheimerFunds complex. Prior to joining the Manager in May 1998,
Mr. Zavanelli was President of Waterside Capital Management, a registered
investment adviser, from August 1995 through April 1998.