CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Part A
Prospectus and Proxy Statement of Oppenheimer Main Street Fund/VA, a series of Oppenheimer Variable Account Funds
Part B
Statement of Additional Information
Part C
Other Information
Signatures
Exhibits
1.
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To approve an Agreement and Plan of Reorganization between Panorama Growth and Oppenheimer Main Street Fund/VA (“Main Street/VA”), a series of Oppenheimer Variable Account Funds, and the transactions contemplated thereby, including: (a) the transfer of substantially all the assets of Panorama Growth to Main Street/VA in exchange for Non-Service shares of Main
Street/VA; (b) the distribution of Non-Service shares of Main Street/VA to shareholders of Panorama Growth in complete liquidation of Panorama Growth; and (c) the cancellation of the outstanding shares of Panorama Growth (all of the foregoing being referred to as the “Reorganization”); and
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2.
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To act upon such other matters as may properly come before the Meeting.
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Page
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Synopsis
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What am I being asked to vote on?
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What are the general tax consequences of the Reorganization?
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What are the fees and expenses of each Fund and what are they expected to be after the Reorganization?
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How do the investment objectives and policies of the Funds compare?
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How do the Principal Risks of Investing in the Funds differ?
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What are the capitalizations of the Funds and what would the capitalization be after the Reorganization?
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How have the Funds performed?
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How do the Account Features and Shareholder Services for the Funds Compare?
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Purchases and Redemptions
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Dividends and Distributions
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Information About the Reorganization
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How will the Reorganization be carried out?
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Who will pay the expenses of the Reorganization?
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What are the tax consequences of the Reorganization?
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Reasons for the Reorganization
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Board Considerations
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Receipt of Non-Service shares of Main Street/VA
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What are the Fundamental Investment Restrictions of the Funds?
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Other Comparisons Between the Funds
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Management of the Funds
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Investment Management and Fees
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Payments to Financial Intermediaries and Service Providers
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Transfer Agency and Custody Services
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Shareholder Rights
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Voting Information
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How do I vote?
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Who is Entitled to Vote and How are Votes Counted?
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Quorum and Required Vote
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Solicitation of Proxies
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Revoking a Proxy
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What other matters will be voted upon at the Meeting?
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Additional Information About the Funds
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Householding of Reports to Shareholders and Other Fund Documents
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Principal Shareholders
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Exhibit A: Form of Agreement and Plan of Reorganization
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A-1
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Exhibit B: Principal Shareholders |
(i)
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The number of similarities (as well as any differences) between the Funds (as discussed herein) and the relative advantages and disadvantages of each Fund.
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(ii)
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That the Reorganization would allow you the ability to continue your investment in a fund that closely resembles the investment style you were seeking when you invested in Panorama Growth.
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Panorama Growth (with approximately $70.2 million in net assets as of December 31, 2011) has a much smaller asset base than Main Street/VA (approximately $1.4 billion as of December 31, 2011). As a result, as of December 31, 2011, Panorama Growth’s “other expenses” (0.20%) as a percentage of net assets, were significantly higher than those of Main Street/VA
Non-Service shares (0.12%). Although the Main Street/VA management fee rate as of December 31, 2011 (0.66%) is higher than that of Panorama Growth (0.63%), following the Reorganization, shareholders of Panorama Growth would benefit because as of December 31, 2011 Main Street/VA’s Non-Service shares’ total expense ratio (0.78%) was lower than that of Panorama Growth (0.83% before and 0.80% after the Manager's voluntary expense limitation). If
the Reorganization is approved, Panorama Growth shareholders would get the benefit of a larger fund with lower total operating expenses, resulting in the payment of lower expenses as shareholders of Main Street/VA.
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If the Reorganization is approved, shareholders would continue to be invested in a fund that mainly invests in common stocks of U.S. companies. Both Funds currently focus on "larger capitalization" issuers, which are considered to be companies with market capitalizations equal to the companies in the Russell 1000 Index. The portfolio managers of both Funds use fundamental
research and quantitative models to identify investment opportunities. Panorama Growth can invest without limit in securities issued by companies or governments in any country, including in developing or emerging market countries, and may have a significant amount of its assets in securities of foreign issuers. While there is no limit on Main Street/VA’s foreign investments, that Fund does not currently plan to invest a significant amount of its
assets in securities of foreign issuers but may do so in the future.
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Fee and Expense Comparison
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Panorama Growth
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Main Street/VA
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Combined Pro Forma Expenses
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Non-Service Shares
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Non-Service Shares
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Non-Service Shares
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Management Fee
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0.63%
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0.66%
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0.66%
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12b-1
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None
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None
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None
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Other
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0.20%
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0.12%
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0.12%
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Total Annual Operating Expenses
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0.83%
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0.78%
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0.78%
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Fee Waiver
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(0.03%)
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N/A
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N/A
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Total Annual Expenses After Waiver
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0.80%
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0.78%
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0.78%
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1 Year
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3 Years
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5 Years
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10 Years
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$ | 82 | $ | 263 | $ | 459 | $ | 1,027 |
1 Year
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3 Years
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5 Years
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10 Years
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$ | 80 | $ | 250 | $ | 435 | $ | 970 |
1 year
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3 years
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5 years
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10 years
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$ | 80 | $ | 250 | $ | 435 | $ | 970 |
Panorama Growth Fund
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Main Street/VA
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Investment Objectives
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The Fund seeks high total return.
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The Fund seeks high total return.
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Investment Strategies
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Principal Investment Strategies. The Fund mainly invests in common stocks of U.S. companies. The portfolio managers use both fundamental research and quantitative models to identify investment opportunities. While the process may change over time or vary in particular cases, in general the selection process currently:
· aims to maintain broad diversification across all major economic sectors;
· uses quantitative models, including sector-specific factors, to rank securities within each economic sector;
· uses a fundamental approach to analyze issuers based on factors such as a company's financial performance, competitive strength, industry position, business practices and management; and
· considers market trends, current industry outlooks and general economic conditions.
In constructing the portfolio, the Fund seeks to limit idiosyncratic company-specific risks. The portfolio managers consider stock rankings, benchmark weightings and capitalization outlooks in determining security weightings for individual issuers.
The Fund may invest in companies of any market capitalization range. To seek to maintain liquidity, the Fund currently focuses on larger capitalization issuers, which it considers to be companies with market capitalizations equal to the range of companies in the Russell 1000 Index. The Fund may invest in debt securities for liquidity, to seek income or for hedging
purposes.
The Fund can invest without limit in securities issued by companies or governments in any country, including in developing or emerging market countries.
The portfolio managers might sell a security if the stock price is approaching their price target, if the company's competitive position has deteriorated or the company's management has performed poorly, or if they have identified more attractive investment prospects, but are not required to do so.
Foreign Investing. The Fund can invest without limit in securities issued by companies or governments in any country, including in developing or emerging market countries, and may have a significant amount of its assets in securities of foreign issuers.
Debt Securities. The Fund can invest up to 25% of its total assets in debt securities that are rated below investment grade, also referred to as "junk bonds." The Fund cannot invest more than 10% of its assets in lower-grade non-convertible debt securities and currently does not intend to invest more than 10% of its assets
in lower-grade debt securities of any type.
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Principal Investment Strategies. The Fund mainly invests in common stocks of U.S. companies of different capitalization ranges. The Fund currently focuses on "larger capitalization" issuers, which are considered to be companies with market capitalizations equal to the companies in the Russell 1000 Index. The portfolio
managers use fundamental research and quantitative models to select securities for the Fund's portfolio, which is comprised of both growth and value stocks. While the process may change over time or vary in particular cases, in general the selection process currently uses:
· a fundamental approach in analyzing issuers on factors such as a company's financial performance and prospects, industry position, and business model and management strength. Industry outlook, market trends and general
economic conditions may also be considered.
· quantitative models to rank securities within each sector to identify potential buy and sell candidates for further fundamental analysis. A number of company-specific factors are analyzed in constructing the models,
including valuation, fundamentals and momentum.
The portfolio is constructed and regularly monitored based upon several analytical tools, including quantitative investment models. The Fund aims to maintain a broadly diversified portfolio across major economic sectors by applying investment parameters for both sector and position size.
The portfolio managers use the following sell criteria: the stock price is approaching its target, deterioration in the company's competitive position, poor execution by the company's management, or identification of more attractive alternative investment ideas.
Foreign Investing. There is no limit on the Fund's foreign investments, that Fund does not currently plan to invest a significant amount of its assets in securities of foreign issuers but may do so in the future.
Debt Securities. The Fund can invest up to 25% of its total assets in debt securities that are rated below investment grade, also referred to as "junk bonds." The Fund cannot invest more than 10% of its assets in lower-grade non-convertible debt securities and currently does not intend to invest more than 10% of its assets
in lower-grade debt securities of any type.
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Consistent with its investment objective, each Fund may invest in companies of any market capitalization but focus on companies within the capitalization range of the Russell 1000 Index (larger capitalization companies). The portfolio managers of both Funds use fundamental research and quantitative models to select investments. The portfolio managers of each Fund might sell a
security if the stock price is approaching their price target, if the company's competitive position has deteriorated or the company's management has performed poorly, or if they have identified more attractive investment prospects
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Who is the Fund Designed For?
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Panorama Growth is designed primarily for investors seeking high total return. Those investors should be willing to assume the risks of short-term share price fluctuations that are typical for a fund that focuses on stocks. The Fund is not designed for investors needing current income.
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Main Street/VA is designed primarily for investors seeking high total return. Those investors should be willing to assume the risks of short-term share price fluctuations that are typical for a fund that focuses on stocks. The Fund is not designed for investors needing current income.
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Manager
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OppenheimerFunds, Inc.
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OppenheimerFunds, Inc.
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Portfolio Managers
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Manind ("Mani") Govil and Benjamin Ram
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Manind ("Mani") Govil and Benjamin Ram
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Sector Allocation:
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Panorama Growth
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Main Street/VA
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Consumer Discretionary
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11.3%
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11.3%
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Consumer Staples
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11.5%
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11.1%
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Energy
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12.2%
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12.3%
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Financials
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16.6%
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16.6%
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Health Care
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13.3%
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13.4%
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Industrials
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9.7%
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9.8%
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Information Technology
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19.7%
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19.9%
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Materials
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2.1%
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2.0%
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Telecommunication Services
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2.1%
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2.1%
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Utilities
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1.5%
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1.5%
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100%
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100%
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Risk
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Panorama Growth
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Main Street/VA
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Principal Risks
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Risks of Investing in Stock
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X
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X
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Risks of Foreign Investing
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X
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Special Risks of Developing and Emerging Markets
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X
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Risks of Small- and Mid-Sized Companies
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X
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X
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Risks of Quantitative Models
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X
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X
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Other Risks
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Risks of Other Equity Securities
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X
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X
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Risks of Debt Securities
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X
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X
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Risks of Master Limited Partnerships
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X
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X
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Risks of Investments in Other Investment Companies
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X
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X
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Risks of Derivative Investments
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X
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X
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Risks of Illiquid and Restricted Securities
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X
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X
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Risks of Conflicts of Interest
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X
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X
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Risks of Foreign Investing
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X
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Special Risks of Developing and Emerging Markets
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X
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Time-Zone Arbitrage
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X
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X
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Price Arbitrage
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X
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2011
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2010
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2009
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2008
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2007
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Panorama Growth
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39%
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40%
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118%
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115%
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101%
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Main Street/VA
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38%
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45%
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128%
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132%
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111%
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Net Assets
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Shares Outstanding
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Net Asset Value
Per Share
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Panorama Growth
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$ | 70,228,771 | 35,101,923 | $ | 2.00 | |||||||
Main Street/VA (Non-Service shares)
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$ | 392,860,646 | 18,970,441 | $ | 20.71 | |||||||
Main Street/VA (Non-Service shares)
(Pro Forma Surviving Fund)*
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$ | 463,089,417 | 22,361,645 | $ | 20.71 |
*
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Reflects the issuance of 3,391,204 Non-Service shares of Main Street/VA in a tax-free exchange for the net assets of Panorama Growth, aggregating $70,228,771.
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Calendar Year Ended:
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Annual Total Returns
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12/31/11
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0.24%
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12/31/10
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15.51%
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12/31/09
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29.19%
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12/31/08
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(38.42)%
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12/31/07
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4.85%
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12/31/06
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14.67%
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12/31/05
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6.41%
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12/31/04
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9.20%
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12/31/03
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26.81%
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12/31/02
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(18.97)%
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Calendar Year Ended:
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Annual Total Returns
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12/31/11
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(0.01)%
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12/31/10
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16.11%
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12/31/09
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28.29%
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12/31/08
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(38.47)%
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12/31/07
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4.43%
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12/31/06
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15.03%
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12/31/05
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5.98%
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12/31/04
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9.46%
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12/31/03
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26.72%
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12/31/02
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(18.80)%
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Panorama Growth
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Average Annual Total Returns for the periods ended
December 31, 2011
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1 Year
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5 Years
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10 Years
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Panorama Growth Non-Service shares (inception 1-21-82)
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0.24%
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(0.69)%
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2.84%
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S&P 500 Index (reflects no deduction for fees, expenses or taxes)
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2.11%
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(0.25)%
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2.92%
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Main Street/VA
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Average Annual Total Returns for the periods ended
December 31, 2011
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1 Year
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5 Years
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10 Years
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Main Street/VA Non-Service shares (inception 7-5-95)
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(0.01)%
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(0.88)%
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2.77%
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S&P 500 Index (reflects no deduction for fees, expenses or taxes)
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2.11%
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(0.25)%
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2.92%
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(i)
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shareholders of Panorama Growth should not recognize any gain or loss for federal income tax purposes as a result of the exchange of their shares for shares of Main Street/VA;
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(ii)
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shareholders of Main Street/VA should not recognize any gain or loss upon receipt of Panorama Growth’s assets; and
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(iii)
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the holding period of Main Street/VA shares received in that exchange should include the period that Panorama Growth shares were held (provided such shares were held as a capital asset on the Closing Date). In addition, neither Fund is expected to recognize a gain or loss as a direct result of the Reorganization.
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Panorama Growth
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Main Street/VA
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Net assets
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Fee
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Net Assets
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Fee
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Up to $300 million
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0.625 | % |
Up to $200 million
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0.750 | % | ||||
Next $100 million
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0.500 | % |
Next $200 million
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0.720 | % | ||||
Over $400 million
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0.450 | % |
Next $200 million
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0.690 | % | ||||
Next $200 million
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0.660 | % | |||||||
Over $800 million
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0.600 | % | |||||||
Effective Fee (based on net assets of $70.2 million as of 12-31-11)
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0.625 | % |
Effective Fee (based on net assets of $1.4 billion as of 12-31-11)
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0.66 | % |
Panorama Growth, a series of Panorama Series Fund, Inc. (the “Corporation”)
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Main Street/VA, a series of Oppenheimer Variable Account Funds (the “Trust”)
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Shareholders have the power to elect and remove Directors.
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Shareholders have the power to elect and remove Trustees.
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The Corporation reserves the right from time to time to make any amendment to its charter now or thereafter authorized by law, including any amendment which changes charter terms or contract rights, as expressly set forth in the charter, by classification, reclassification, or otherwise.
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The Declaration of Trust may be amended by the affirmative vote of the holders of not less than a majority of the shares. The Trustees generally may amend the Declaration of Trust without the vote or consent of shareholders; however, no amendment may be made, which would change any rights with respect to any shares of the Trust or any series or class thereof by reducing the
amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any voting rights pertaining thereto, except with the vote or consent of the holders of a majority of the Shares entitled to vote.
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The Board of Directors may amend or repeal any provision of the Bylaws at any meeting of the Board. The Bylaws may be amended or repealed at any regular meeting of the stockholders or at any special meeting of the stockholders at which a quorum is present or represented, provided that notice of the proposed amendment, alteration, or repeal be contained in the notice of such
special meeting.
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The Bylaws may be altered, amended, added to or repealed by the Shareholders or by majority vote of the entire Board of Trustees, but any such alteration, amendment, addition or repeal of the Bylaws by action of the Board of Trustees may be altered or repealed by the Shareholders.
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Under Maryland law, a voluntary dissolution of the Corporation requires approval by a majority of the entire Board of Directors and by the affirmative vote of two−thirds of all the shareholders’ votes entitled to be cast on the matter.
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The liquidation of the Trust or any particular Series or Class thereof may be authorized at any time by vote of a majority of the Trustees or instrument executed by a majority of their number then in office, provided the Trustees find that it is in the best interest of the Shareholders of such Series or Class or as otherwise provided in this Declaration of Trust or the instrument
establishing such Series or Class. The Trustees shall provide written notice to affected shareholders of such liquidation.
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Meetings of the stockholders may be called for any purpose or purposes by a majority of the Board of Directors, by the President, or upon the written request of the holder of at least 25% of the outstanding capital stock of the Corporation entitled to vote at such meeting.
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Meetings of the Shareholders for any purpose or purposes may be called by the Chairman of the Board of Trustees, if any, or by the President or by the Board of Trustees and shall be called by the Secretary upon receipt of the request in writing signed by Shareholders holding not less than one third in amount of the entire number of Shares issued and outstanding and entitled to
vote thereat. Such request shall state the purpose or purposes of the proposed meeting. In addition, meetings of the Shareholders shall be called by the Board of Trustees upon receipt of the request in writing signed by Shareholders that hold not less than ten percent in amount of the entire number of Shares issued and outstanding and entitled to vote thereat, stating that the purpose of the proposed meeting is the removal of a Trustee.
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·
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Telephone Voting. Please have the proxy ballot available and call the number on the enclosed materials and follow the instructions. After you provide your voting instructions, those instructions will be read back to you and you must confirm your
voting instructions before ending the telephone call. The voting procedures used in connection with telephone voting are designed to reasonably authenticate the identity of shareholders, to permit shareholders to authorize the voting of their shares in accordance with their instructions and to confirm that their instructions have been properly recorded.
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As the Meeting date approaches, certain shareholders may receive telephone calls from a representative of the solicitation firm (if applicable) if their vote has not yet been received. Authorization to permit the solicitation firm to execute proxies may be obtained by telephonic instructions from shareholders of Panorama Growth. Proxies that are obtained telephonically will be
recorded in accordance with the procedures discussed below. These procedures have been designed to reasonably ensure that the identity of the shareholder providing voting instructions is accurately determined and that the voting instructions of the shareholder are accurately recorded.
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In all cases where a telephonic proxy is solicited, the solicitation firm representative is required to ask for each shareholder’s full name, address, title (if the shareholder is authorized to act on behalf of an entity, such as a corporation) and to confirm that the shareholder has received the Prospectus and Proxy Statement and ballot. If the information solicited agrees
with the information provided to the solicitation firm, the solicitation firm representative has the responsibility to explain the process, read the proposal listed on the proxy ballot, and ask for the shareholder’s instructions on such proposal. The solicitation firm representative, although he or she is permitted to answer questions about the process, is not permitted to recommend to the shareholder how to vote. The solicitation firm
representative may read any recommendation set forth in the Prospectus and Proxy Statement. The solicitation firm representative will record the shareholder’s instructions. Within 72 hours, the shareholder will be sent a confirmation of his or her vote asking the shareholder to call the solicitation firm immediately if his or her instructions are not correctly reflected in the confirmation. For additional information, see also the section below
titled “Solicitation of Proxies.”
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·
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Internet Voting. You also may vote over the internet by following the instructions in the enclosed materials. You will be prompted to enter the control number on the enclosed proxy ballot. Follow the instructions on the screen, using your proxy
ballot as a guide.
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Solicitation of Proxies
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What other matters will be voted upon at the Meeting?
|
·
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Shareholder Proposals. The Funds are not required and do not intend to hold shareholder meetings on a regular basis. Special meetings of shareholders may be called from time to time by either a Fund or its shareholders (for certain matters and under
special conditions described in the Funds’ Statements of Additional Information). Under the proxy rules of the SEC, shareholder proposals that meet certain conditions may be included in a fund’s proxy statement for a particular meeting. Those rules currently require that for future meetings, the shareholder must be a record or beneficial owner of Fund shares either (i) with a value of at least $2,000 or (ii) in an amount representing at least
1% of the Fund’s securities to be voted, at the time the proposal is submitted and for one year prior thereto, and must continue to own such shares through the date on which the meeting is held. Another requirement relates to the timely receipt by a Fund of any such proposal. Under those rules, a proposal must have been submitted a reasonable time before the Fund began to print and mail this Prospectus and Proxy Statement in order to be included in
this Prospectus and Proxy Statement. A proposal submitted for inclusion in a Fund’s proxy material for the next special meeting after the meeting to which this Prospectus and Proxy Statement relates must be received by the Fund a reasonable time before the Fund begins to print and mail the proxy materials for that meeting. Notice of shareholder proposals to be presented at the Meeting must have been received within a reasonable time before the Fund
began to mail this Prospectus and Proxy Statement. The fact that the Fund receives a proposal from a qualified shareholder in a timely manner does not ensure its inclusion in the proxy materials because there are other requirements under the proxy rules for such inclusion.
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·
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Shareholder Communications to the Board. Shareholders who desire to communicate generally with the Board should address their correspondence to the Board of Trustees of Main Street/VA or the Board of Directors of Panorama Growth, as applicable, and may submit their correspondence by mail to the applicable
Fund at 6803 South Tucson Way, Centennial, CO 80112, attention Secretary of the Fund; and if the correspondence is intended for a particular Trustee or Director, the shareholder should so indicate.
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A.
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Form of Agreement and Plan of Reorganization
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B.
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Principal Shareholders
|
a.
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The transactions contemplated by the Agreement will qualify as a tax-free "reorganization" within the meaning of Section 368(a)(1) of the Code, and under the regulations promulgated thereunder.
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b.
|
Panorama Growth and Main Street/VA will each qualify as a "party to a reorganization" within the meaning of Section 368(b)(2) of the Code.
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c.
|
No gain or loss will be recognized by the shareholders of Panorama Growth upon the distribution of shares of beneficial interest in Main Street/VA to the shareholders of Panorama Growth pursuant to Section 354 of the Code.
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d.
|
Under Section 361(a) of the Code no gain or loss will be recognized by Panorama Growth by reason of the transfer of substantially all its assets in exchange for shares of Main Street/VA.
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e.
|
Under Section 1032 of the Code no gain or loss will be recognized by Main Street/VA by reason of the transfer of substantially all of Panorama Growth's assets in exchange for shares of Main Street/VA and Main Street/VA's assumption of certain liabilities of Panorama Growth.
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f.
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The shareholders of Panorama Growth will have the same tax basis and holding period for the shares of beneficial interest in Main Street/VA that they receive as they had for Panorama Growth shares that they previously held, pursuant to Section 358(a) and 1223(1), respectively, of the Code.
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g.
|
The securities transferred by Panorama Growth to Main Street/VA will have the same tax basis and holding period in the hands of Main Street/VA as they had for Panorama Growth, pursuant to Section 362(b) and 1223(1), respectively, of the Code.
|
PANORAMA SERIES FUND, INC., on behalf of
|
|||
Growth Portfolio
|
|||
By:
|
|||
Arthur S. Gabinet
|
|||
Secretary
|
|||
OPPENHEIMER VARIABLE ACCOUNT FUNDS, on behalf of Oppenheimer Main Street/VA
|
|||
By:
|
|||
Arthur S. Gabinet
|
|||
Secretary
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Shares | Value | |||||||
Common Stocks—99.6%
|
||||||||
Consumer Discretionary—11.2%
|
||||||||
Automobiles—2.7%
|
||||||||
Ford Motor Co.1
|
178,400 | $ | 1,919,584 | |||||
Hotels, Restaurants & Leisure—2.1%
|
||||||||
Hyatt Hotels Corp., Cl. A1
|
25,300 | 952,292 | ||||||
McDonald’s Corp.
|
5,390 | 540,779 | ||||||
|
||||||||
|
1,493,071 | |||||||
|
||||||||
Media—3.3%
|
||||||||
McGraw-Hill Cos., Inc. (The)
|
51,290 | 2,306,511 | ||||||
Specialty Retail—3.1%
|
||||||||
AutoZone, Inc.1
|
2,100 | 682,437 | ||||||
CarMax, Inc.1
|
12,360 | 376,733 | ||||||
TJX Cos., Inc. (The)
|
17,090 | 1,103,160 | ||||||
|
||||||||
|
2,162,330 | |||||||
|
||||||||
Consumer Staples—11.5%
|
||||||||
Beverages—2.4%
|
||||||||
Dr. Pepper Snapple Group, Inc.
|
42,820 | 1,690,534 | ||||||
Food Products—5.0%
|
||||||||
General Mills, Inc.
|
19,300 | 779,913 | ||||||
J.M. Smucker Co. (The)
|
17,060 | 1,333,580 | ||||||
Mead Johnson Nutrition Co., Cl. A
|
12,170 | 836,444 | ||||||
Sara Lee Corp.
|
27,650 | 523,138 | ||||||
|
||||||||
|
3,473,075 | |||||||
|
||||||||
Tobacco—4.1%
|
||||||||
Philip Morris International, Inc.
|
37,060 | 2,908,469 | ||||||
Energy—12.1%
|
||||||||
Energy Equipment & Services—1.3%
|
||||||||
National Oilwell Varco, Inc.
|
13,940 | 947,781 | ||||||
Oil, Gas & Consumable Fuels—10.8%
|
||||||||
Chevron Corp.
|
32,701 | 3,479,386 | ||||||
Kinder Morgan, Inc.
|
28,710 | 923,601 | ||||||
Noble Energy, Inc.
|
15,960 | 1,506,464 | ||||||
Occidental Petroleum Corp.
|
17,710 | 1,659,427 | ||||||
|
||||||||
|
7,568,878 | |||||||
|
||||||||
Financials—16.5%
|
||||||||
Capital Markets—1.1%
|
||||||||
Blackstone Group LP (The)
|
56,100 | 785,961 | ||||||
Commercial Banks—3.7%
|
||||||||
CIT Group, Inc.1
|
65,650 | 2,289,216 | ||||||
M&T Bank Corp.
|
4,400 | 335,896 | ||||||
|
||||||||
|
2,625,112 | |||||||
|
||||||||
Consumer Finance—1.4%
|
||||||||
Discover Financial Services
|
39,610 | 950,640 | ||||||
Diversified Financial Services—6.7%
|
||||||||
Citigroup, Inc.
|
54,689 | 1,438,868 | ||||||
CME Group, Inc.
|
4,270 | 1,040,471 | ||||||
JPMorgan Chase & Co.
|
55,840 | 1,856,680 | ||||||
MSCI, Inc., Cl. A1
|
11,310 | 372,438 | ||||||
|
||||||||
|
4,708,457 | |||||||
|
||||||||
Insurance—3.6%
|
||||||||
Berkshire Hathaway, Inc., Cl. B1
|
4,780 | 364,714 | ||||||
Marsh & McLennan Cos., Inc.
|
38,320 | 1,211,678 | ||||||
Progressive Corp.
|
48,360 | 943,504 | ||||||
|
||||||||
|
2,519,896 | |||||||
|
||||||||
Health Care—13.3%
|
||||||||
Biotechnology—2.4%
|
||||||||
Celgene Corp.1
|
24,850 | 1,679,860 | ||||||
Health Care Providers & Services—2.8%
|
||||||||
DaVita, Inc.1
|
4,950 | 375,260 | ||||||
WellPoint, Inc.
|
24,590 | 1,629,088 | ||||||
|
||||||||
|
2,004,348 | |||||||
|
||||||||
Life Sciences Tools & Services—1.2%
|
||||||||
Waters Corp.1
|
11,300 | 836,765 | ||||||
Pharmaceuticals—6.9%
|
||||||||
Abbott Laboratories
|
44,360 | 2,494,363 | ||||||
Allergan, Inc.
|
7,310 | 641,379 | ||||||
Bristol-Myers Squibb Co.
|
47,880 | 1,687,291 | ||||||
|
||||||||
|
4,823,033 | |||||||
|
||||||||
Industrials—9.7%
|
||||||||
Aerospace & Defense—2.1%
|
||||||||
Boeing Co. (The)
|
20,300 | 1,489,005 | ||||||
Air Freight & Logistics—2.4%
|
||||||||
United Parcel Service, Inc., Cl. B
|
22,610 | 1,654,826 | ||||||
Industrial Conglomerates—2.7%
|
||||||||
Tyco International Ltd.
|
40,375 | 1,885,916 | ||||||
Machinery—0.5%
|
||||||||
Xylem, Inc.
|
14,380 | 369,422 | ||||||
Road & Rail—2.0%
|
||||||||
CSX Corp.
|
63,730 | 1,342,154 | ||||||
QR National Ltd.
|
21,600 | 75,556 | ||||||
|
||||||||
|
1,417,710 | |||||||
|
||||||||
Information Technology—19.6%
|
||||||||
Communications Equipment—2.5%
|
||||||||
QUALCOMM, Inc.
|
31,510 | 1,723,597 |
Shares | Value | |||||||
Computers & Peripherals—6.5%
|
||||||||
Apple, Inc.1
|
11,320 | $ | 4,584,600 | |||||
Internet Software & Services—6.6%
|
||||||||
eBay, Inc.1
|
79,730 | 2,418,211 | ||||||
Google, Inc., Cl. A1
|
3,450 | 2,228,355 | ||||||
|
||||||||
|
4,646,566 | |||||||
|
||||||||
Software—4.0%
|
||||||||
Check Point Software Technologies Ltd.1
|
12,260 | 644,140 | ||||||
Microsoft Corp.
|
59,670 | 1,549,032 | ||||||
Oracle Corp.
|
24,010 | 615,857 | ||||||
|
||||||||
|
2,809,029 | |||||||
|
||||||||
Materials—2.1%
|
||||||||
Chemicals—1.8%
|
||||||||
Praxair, Inc.
|
12,060 | 1,289,214 | ||||||
Construction Materials—0.3%
|
||||||||
Vulcan Materials Co.
|
4,440 | 174,714 | ||||||
Telecommunication Services—2.1%
|
||||||||
Wireless Telecommunication Services—2.1%
|
||||||||
America Movil SAB de CV, ADR, Series L
|
64,580 | 1,459,508 | ||||||
Utilities—1.5%
|
||||||||
Energy Traders—1.5%
|
||||||||
AES Corp. (The)1
|
88,800 | 1,051,392 | ||||||
|
||||||||
|
||||||||
Total Common Stocks (Cost $59,065,556) |
69,959,804 | |||||||
Investment Company—0.5%
|
||||||||
Oppenheimer Institutional Money Market Fund, Cl. E, 0.20%2,3 (Cost $321,766) |
321,766 | 321,766 | ||||||
Total Investments, at Value (Cost $59,387,322) |
100.1 | % | 70,281,570 | |||||
Liabilities in Excess of Other Assets
|
(0.1 | ) | (52,799 | ) | ||||
Net Assets
|
100.0 | % | $ | 70,228,771 | ||||
* | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. | |
1. | Non-income producing security. | |
2. | Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 30, 2011, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows: |
Shares | Gross | Gross | Shares | |||||||||||||
December 31, 2010 | Additions | Reductions | December 30, 2011 | |||||||||||||
Oppenheimer Institutional Money Market Fund, Cl. E
|
1,202,978 | 16,696,887 | 17,578,099 | 321,766 |
Value | Income | |||||||
Oppenheimer Institutional Money Market Fund, Cl. E
|
$ | 321,766 | $ | 2,340 |
3. | Rate shown is the 7-day yield as of December 30, 2011. |
1) | Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange) | ||
2) | Level 2—inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.) | ||
3) | Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability). |
Level 3— | ||||||||||||||||
Level 1— | Level 2— | Significant | ||||||||||||||
Unadjusted | Other Significant | Unobservable | ||||||||||||||
Quoted Prices | Observable Inputs | Inputs | Value | |||||||||||||
Assets Table
|
||||||||||||||||
Investments, at Value:
|
||||||||||||||||
Common Stocks
|
||||||||||||||||
Consumer Discretionary
|
$ | 7,881,496 | $ | — | $ | — | $ | 7,881,496 | ||||||||
Consumer Staples
|
8,072,078 | — | — | 8,072,078 | ||||||||||||
Energy
|
8,516,659 | — | — | 8,516,659 | ||||||||||||
Financials
|
11,590,066 | — | — | 11,590,066 | ||||||||||||
Health Care
|
9,344,006 | — | — | 9,344,006 | ||||||||||||
Industrials
|
6,816,879 | — | — | 6,816,879 | ||||||||||||
Information Technology
|
13,763,792 | — | — | 13,763,792 | ||||||||||||
Materials
|
1,463,928 | — | — | 1,463,928 | ||||||||||||
Telecommunication Services
|
1,459,508 | — | — | 1,459,508 | ||||||||||||
Utilities
|
1,051,392 | — | — | 1,051,392 | ||||||||||||
Investment Company
|
321,766 | — | — | 321,766 | ||||||||||||
Total Assets
|
$ | 70,281,570 | $ | — | $ | — | $ | 70,281,570 | ||||||||
Assets
|
||||
Investments, at value—see accompanying statement of investments:
|
||||
Unaffiliated companies (cost $59,065,556)
|
$ | 69,959,804 | ||
Affiliated companies (cost $321,766)
|
321,766 | |||
|
||||
|
70,281,570 | |||
Cash
|
5,177 | |||
Receivables and other assets:
|
||||
Investments sold
|
114,949 | |||
Dividends
|
61,875 | |||
Shares of capital stock sold
|
690 | |||
Other
|
15,145 | |||
|
||||
Total assets
|
70,479,406 | |||
|
||||
Liabilities
|
||||
Payables and other liabilities:
|
||||
Investments purchased
|
175,590 | |||
Shares of capital stock redeemed
|
30,507 | |||
Legal, auditing and other professional fees
|
15,667 | |||
Shareholder communications
|
11,199 | |||
Directors’ compensation
|
7,932 | |||
Transfer and shareholder servicing agent fees
|
5,945 | |||
Other
|
3,795 | |||
|
||||
Total liabilities
|
250,635 | |||
Net Assets
|
$ | 70,228,771 | ||
|
||||
|
||||
Composition of Net Assets
|
||||
Par value of shares of capital stock
|
$ | 35,102 | ||
Additional paid-in capital
|
97,447,950 | |||
Accumulated net investment income
|
352,310 | |||
Accumulated net realized loss on investments and foreign currency transactions
|
(38,500,839 | ) | ||
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies
|
10,894,248 | |||
|
||||
Net Assets—applicable to 35,101,923 shares of capital stock outstanding
|
$ | 70,228,771 | ||
|
||||
|
||||
Net Asset Value, Redemption Price Per Share and Offering Price Per Share
|
$ | 2.00 |
1. | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. |
Investment Income
|
||||
Dividends:
|
||||
Unaffiliated companies (net of foreign withholding taxes of $1,238)
|
$ | 1,176,109 | ||
Affiliated companies
|
2,340 | |||
Interest
|
48 | |||
|
||||
Total investment income
|
1,178,497 | |||
|
||||
Expenses
|
||||
Management fees
|
470,315 | |||
Transfer and shareholder servicing agent fees
|
75,250 | |||
Legal, auditing and other professional fees
|
24,633 | |||
Shareholder communications
|
19,800 | |||
Accounting service fees
|
15,000 | |||
Directors’ compensation
|
11,086 | |||
Administration service fees
|
1,500 | |||
Custodian fees and expenses
|
491 | |||
Other
|
8,720 | |||
|
||||
Total expenses
|
626,795 | |||
Less waivers and reimbursements of expenses
|
(25,027 | ) | ||
|
||||
Net expenses
|
601,768 | |||
|
||||
Net Investment Income
|
576,729 | |||
|
||||
Realized and Unrealized Gain (Loss)
|
||||
Net realized gain (loss) on:
|
||||
Investments from unaffiliated companies
|
3,669,283 | |||
Foreign currency transactions
|
(5,856 | ) | ||
|
||||
Net realized gain
|
3,663,427 | |||
Net change in unrealized appreciation/depreciation on:
|
||||
Investments
|
(4,283,063 | ) | ||
Translation of assets and liabilities denominated in foreign currencies
|
3,366 | |||
|
||||
Net change in unrealized appreciation/depreciation
|
(4,279,697 | ) | ||
|
||||
Net Decrease in Net Assets Resulting from Operations
|
$ | (39,541 | ) | |
|
1. | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. |
Year Ended | Year Ended | |||||||
December 30, | December 31, | |||||||
20111 | 2010 | |||||||
Operations
|
||||||||
Net investment income
|
$ | 576,729 | $ | 699,936 | ||||
Net realized gain
|
3,663,427 | 5,606,174 | ||||||
Net change in unrealized appreciation/depreciation
|
(4,279,697 | ) | 5,219,379 | |||||
|
||||||||
Net increase (decrease) in net assets resulting from operations
|
(39,541 | ) | 11,525,489 | |||||
|
||||||||
Dividends and/or Distributions to Shareholders
|
||||||||
Dividends from net investment income
|
(601,088 | ) | (905,791 | ) | ||||
|
||||||||
Capital Stock Transactions
|
||||||||
Net decrease in net assets resulting from capital stock transactions
|
(10,159,254 | ) | (9,673,084 | ) | ||||
|
||||||||
Net Assets
|
||||||||
Total increase (decrease)
|
(10,799,883 | ) | 946,614 | |||||
Beginning of period
|
81,028,654 | 80,082,040 | ||||||
|
||||||||
End of period (including accumulated net investment income of $352,310 and $739,938, respectively)
|
$ | 70,228,771 | $ | 81,028,654 | ||||
|
1. | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. |
Year Ended | ||||||||||||||||||||
December 30, | Year Ended December 31, | |||||||||||||||||||
20111 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||
Per Share Operating Data
|
||||||||||||||||||||
Net asset value, beginning of period
|
$ | 2.01 | $ | 1.76 | $ | 1.40 | $ | 2.31 | $ | 2.23 | ||||||||||
Income (loss) from investment operations:
|
||||||||||||||||||||
Net investment income2
|
.02 | .02 | .01 | .03 | .03 | |||||||||||||||
Net realized and unrealized gain (loss)
|
(.01 | ) | .25 | .38 | (.91 | ) | .08 | |||||||||||||
Total from investment operations
|
.01 | .27 | .39 | (.88 | ) | .11 | ||||||||||||||
Dividends and/or distributions to shareholders:
|
||||||||||||||||||||
Dividends from net investment income
|
(.02 | ) | (.02 | ) | (.03 | ) | (.03 | ) | (.03 | ) | ||||||||||
Net asset value, end of period
|
$ | 2.00 | $ | 2.01 | $ | 1.76 | $ | 1.40 | $ | 2.31 | ||||||||||
|
||||||||||||||||||||
Total Return, at Net Asset Value3
|
0.24 | % | 15.51 | % | 29.19 | % | (38.42 | )% | 4.85 | % | ||||||||||
|
||||||||||||||||||||
Ratios/Supplemental Data
|
||||||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 70,229 | $ | 81,029 | $ | 80,082 | $ | 71,657 | $ | 136,127 | ||||||||||
Average net assets (in thousands)
|
$ | 75,221 | $ | 77,660 | $ | 72,186 | $ | 105,308 | $ | 148,472 | ||||||||||
Ratios to average net assets:4
|
||||||||||||||||||||
Net investment income
|
0.77 | % | 0.90 | % | 1.33 | % | 1.34 | % | 1.23 | % | ||||||||||
Total expenses5
|
0.83 | % | 0.83 | % | 0.81 | % | 0.71 | % | 0.69 | % | ||||||||||
Expenses after payments, waivers, and/or reimbursements and reduction to custodian expenses
|
0.80 | % | 0.80 | % | 0.79 | % | 0.71 | % | 0.69 | % | ||||||||||
Portfolio turnover rate
|
39 | % | 40 | % | 118 | % | 115 | % | 101 | % |
1. | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. | |
2. | Per share amounts calculated based on the average shares outstanding during the period. | |
3. | Assumes an initial 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 less than one full year. | |
5. | Total expenses including indirect expenses from affiliated fund were as follows: |
Year Ended December 30, 2011
|
0.83 | % | ||
Year Ended December 31, 2010
|
0.83 | % | ||
Year Ended December 31, 2009
|
0.81 | % | ||
Year Ended December 31, 2008
|
0.71 | % | ||
Year Ended December 31, 2007
|
0.69 | % |
Net Unrealized | ||||||||||||
Appreciation Based | ||||||||||||
on Cost of Securities | ||||||||||||
Undistributed | Undistributed | Accumulated | and Other Investments | |||||||||
Net Investment | Long-Term | Loss | for Federal Income | |||||||||
Income | Gain | Carryforward1,2,3,4,5 | Tax Purposes | |||||||||
$346,703
|
$ | — | $ | 38,462,683 | $ | 10,869,636 |
1. | As of December 30, 2011, the Fund had $38,230,978 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates. |
Expiring | ||||
2016
|
$ | 12,141,910 | ||
2017
|
26,089,068 | |||
|
||||
Total
|
$ | 38,230,978 | ||
|
2. | As of December 30, 2011, the Fund had $231,705 of post-October losses available to offset future realized capital gains, if any. | |
3. | During the fiscal year ended December 30, 2011, the Fund utilized $4,258,586 of capital loss carryforward to offset capital gains realized in that fiscal year. | |
4. | During the fiscal year ended December 31, 2010, the Fund utilized $4,910,660 of capital loss carryforward to offset capital gains realized in that fiscal year. | |
5. | During the fiscal year ended December 30, 2011, $2,644,300 of unused capital loss carryforward expired. |
Reduction to | ||||||||
Reduction to | Accumulated Net | |||||||
Reduction to | Accumulated Net | Realized Loss | ||||||
Paid-in Capital | Investment Income | on Investments | ||||||
$2,651,111
|
$ | 363,269 | $ | 3,014,380 |
Year Ended | Year Ended | |||||||
December 30, 2011 | December 31, 2010 | |||||||
Distributions paid from:
|
||||||||
Ordinary income
|
$ | 601,088 | $ | 905,791 |
Federal tax cost of securities
|
$ | 59,411,934 | ||
|
||||
Gross unrealized appreciation
|
$ | 12,964,644 | ||
Gross unrealized depreciation
|
(2,095,008 | ) | ||
|
||||
Net unrealized appreciation
|
$ | 10,869,636 | ||
|
1. | Significant Accounting Policies Continued |
Year Ended December 30, 2011 | Year Ended December 31, 2010 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Sold
|
619,705 | $ | 1,233,139 | 788,743 | $ | 1,421,353 | ||||||||||
Dividends and/or distributions reinvested
|
293,214 | 601,088 | 511,746 | 905,791 | ||||||||||||
Redeemed
|
(6,044,102 | ) | (11,993,481 | ) | (6,653,776 | ) | (12,000,228 | ) | ||||||||
Net decrease
|
(5,131,183 | ) | $ | (10,159,254 | ) | (5,353,287 | ) | $ | (9,673,084 | ) | ||||||
Purchases | Sales | |||||||
Investment securities
|
$ | 29,254,465 | $ | 38,384,889 |
Fee Schedule | ||||
Up to $300 million
|
0.625 | % | ||
Next $100 million
|
0.500 | |||
Over $400 million
|
0.450 |
Amount of Realized Gain or (Loss) Recognized on Derivatives | ||||
Derivatives Not Accounted for as Hedging Instruments |
Foreign currency transactions |
|||
Foreign exchange contracts
|
$ | 48 |
Shares | Value | |||||||
Common Stocks—100.1%
|
||||||||
Consumer Discretionary—11.3%
|
||||||||
Automobiles—2.8%
|
||||||||
Ford Motor Co.1
|
3,597,200 | $ | 38,705,872 | |||||
Hotels, Restaurants & Leisure—2.1%
|
||||||||
Hyatt Hotels Corp., Cl. A1
|
512,288 | 19,282,520 | ||||||
McDonald’s Corp.
|
93,336 | 9,364,401 | ||||||
|
||||||||
|
28,646,921 | |||||||
Media—3.3%
|
||||||||
McGraw-Hill Cos., Inc. (The)
|
1,038,811 | 46,715,331 | ||||||
Specialty Retail—3.1%
|
||||||||
AutoZone, Inc.1
|
42,550 | 13,827,474 | ||||||
CarMax, Inc.1
|
249,930 | 7,617,866 | ||||||
TJX Cos., Inc. (The)
|
344,260 | 22,221,983 | ||||||
|
||||||||
|
43,667,323 | |||||||
Consumer Staples—11.1%
|
||||||||
Beverages—2.4%
|
||||||||
Dr. Pepper Snapple Group, Inc.
|
862,620 | 34,056,238 | ||||||
Food Products—4.5%
|
||||||||
General Mills, Inc.
|
384,400 | 15,533,604 | ||||||
J.M. Smucker Co. (The)
|
339,750 | 26,558,258 | ||||||
Mead Johnson Nutrition Co., Cl. A
|
242,472 | 16,665,101 | ||||||
Sara Lee Corp.
|
214,480 | 4,057,962 | ||||||
|
||||||||
|
62,814,925 | |||||||
Tobacco—4.2%
|
||||||||
Philip Morris International, Inc.
|
740,059 | 58,079,830 | ||||||
Energy—12.3%
|
||||||||
Energy Equipment & Services—1.3%
|
||||||||
National Oilwell Varco, Inc.
|
277,840 | 18,890,342 | ||||||
Oil, Gas & Consumable Fuels—11.0%
|
||||||||
Chevron Corp.
|
662,489 | 70,488,830 | ||||||
Kinder Morgan, Inc.
|
576,310 | 18,539,893 | ||||||
Noble Energy, Inc.
|
321,000 | 30,299,190 | ||||||
Occidental Petroleum Corp.
|
360,130 | 33,744,181 | ||||||
|
||||||||
|
153,072,094 | |||||||
Financials—16.6%
|
||||||||
Capital Markets—1.1%
|
||||||||
Blackstone Group LP (The)
|
1,123,300 | 15,737,433 | ||||||
Commercial Banks—3.7%
|
||||||||
CIT Group, Inc.1
|
1,304,640 | 45,492,797 | ||||||
M&T Bank Corp.
|
88,580 | 6,762,197 | ||||||
|
||||||||
|
52,254,994 | |||||||
Consumer Finance—1.4%
|
||||||||
Discover Financial Services
|
794,510 | 19,068,240 | ||||||
Diversified Financial Services—6.8%
|
||||||||
Citigroup, Inc.
|
1,103,709 | 29,038,584 | ||||||
CME Group, Inc.
|
85,050 | 20,724,134 | ||||||
JPMorgan Chase & Co.
|
1,111,860 | 36,969,345 | ||||||
MSCI, Inc., Cl. A1
|
225,280 | 7,418,470 | ||||||
|
||||||||
|
94,150,533 | |||||||
Insurance—3.6%
|
||||||||
Berkshire Hathaway, Inc., Cl. B1
|
96,510 | 7,363,713 | ||||||
Marsh & McLennan Cos., Inc.
|
768,000 | 24,284,160 | ||||||
Progressive Corp.
|
976,210 | 19,045,857 | ||||||
|
||||||||
|
50,693,730 | |||||||
Health Care—13.5%
|
||||||||
Biotechnology—2.5%
|
||||||||
Celgene Corp.1
|
499,432 | 33,761,603 | ||||||
Health Care Providers &
|
||||||||
Services—2.9%
|
||||||||
DaVita, Inc.1
|
99,970 | 7,578,726 | ||||||
WellPoint, Inc.
|
497,580 | 32,964,675 | ||||||
|
||||||||
|
40,543,401 | |||||||
Life Sciences Tools & Services—1.2%
|
||||||||
Waters Corp.1
|
228,410 | 16,913,761 | ||||||
Pharmaceuticals—6.9%
|
||||||||
Abbott Laboratories
|
883,770 | 49,694,387 | ||||||
Allergan, Inc.
|
147,020 | 12,899,535 | ||||||
Bristol-Myers Squibb Co.
|
964,310 | 33,982,284 | ||||||
|
||||||||
|
96,576,206 | |||||||
Industrials—9.8%
|
||||||||
Aerospace & Defense—2.2%
|
||||||||
Boeing Co. (The)
|
407,210 | 29,868,854 | ||||||
Air Freight & Logistics—2.4%
|
||||||||
United Parcel Service, Inc., Cl. B
|
458,000 | 33,521,020 | ||||||
Industrial Conglomerates—2.7%
|
||||||||
Tyco International Ltd.
|
814,210 | 38,031,749 | ||||||
Machinery—0.5%
|
||||||||
Xylem, Inc.
|
290,260 | 7,456,779 | ||||||
Road & Rail—2.0%
|
||||||||
CSX Corp.
|
1,275,610 | 26,864,347 | ||||||
QR National Ltd.
|
439,800 | 1,538,407 | ||||||
|
||||||||
|
28,402,754 |
Shares | Value | |||||||
Information Technology—19.9%
|
||||||||
Communications Equipment—2.5%
|
||||||||
QUALCOMM, Inc.
|
641,851 | $ | 35,109,250 | |||||
Computers & Peripherals—6.6%
|
||||||||
Apple, Inc.1
|
226,922 | 91,903,410 | ||||||
Internet Software & Services—6.7%
|
||||||||
eBay, Inc.1
|
1,614,455 | 48,966,420 | ||||||
Google, Inc., Cl. A1
|
69,250 | 44,728,575 | ||||||
|
||||||||
|
93,694,995 | |||||||
Software—4.1%
|
||||||||
Check Point Software Technologies Ltd.1
|
247,890 | 13,024,141 | ||||||
Microsoft Corp.
|
1,215,657 | 31,558,456 | ||||||
Oracle Corp.
|
478,290 | 12,268,139 | ||||||
|
||||||||
|
56,850,736 | |||||||
Materials—2.0%
|
||||||||
Chemicals—1.7%
|
||||||||
Praxair, Inc.
|
225,230 | 24,077,082 | ||||||
Construction Materials—0.3%
|
||||||||
Vulcan Materials Co.
|
89,990 | 3,541,107 | ||||||
Telecommunication Services—2.1%
|
||||||||
Wireless Telecommunication Services—2.1%
|
||||||||
America Movil SAB de CV, ADR, Series L
|
1,302,422 | 29,434,737 | ||||||
Utilities—1.5%
|
||||||||
Energy Traders—1.5%
|
||||||||
AES Corp. (The)1
|
1,769,160 | 20,946,854 | ||||||
Total Investments, at Value
(Cost $1,097,413,107) |
100.1 | % | 1,397,188,104 | |||||
Liabilities in Excess of Other Assets
|
(0.1 | ) | (1,142,965 | ) | ||||
Net Assets
|
100.0 | % | $ | 1,396,045,139 | ||||
* | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. | |
1. | Non-income producing security. |
Shares | Gross | Gross | Shares | |||||||||||||
December 31, 2010 | Additions | Reductions | December 30, 2011 | |||||||||||||
Oppenheimer Institutional Money Market Fund, Cl. E
|
21,709,488 | 346,291,600 | 368,001,088 | — |
Income | ||||
Oppenheimer Institutional Money Market Fund, Cl. E
|
$ | 40,596 |
1) | Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange) |
2) | Level 2—inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.) |
3) | Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability). |
Level 3– | ||||||||||||||||
Level 1– | Level 2– | Significant | ||||||||||||||
Unadjusted | Other Significant | Unobservable | ||||||||||||||
Quoted Prices | Observable Inputs | Inputs | Value | |||||||||||||
Assets Table
|
||||||||||||||||
Investments, at Value:
|
||||||||||||||||
Common Stocks
|
||||||||||||||||
Consumer Discretionary
|
$ | 157,735,447 | $ | — | $ | — | $ | 157,735,447 | ||||||||
Consumer Staples
|
154,950,993 | — | — | 154,950,993 | ||||||||||||
Energy
|
171,962,436 | — | — | 171,962,436 | ||||||||||||
Financials
|
231,904,930 | — | — | 231,904,930 | ||||||||||||
Health Care
|
187,794,971 | — | — | 187,794,971 | ||||||||||||
Industrials
|
137,281,156 | — | — | 137,281,156 | ||||||||||||
Information Technology
|
277,558,391 | — | — | 277,558,391 | ||||||||||||
Materials
|
27,618,189 | — | — | 27,618,189 | ||||||||||||
Telecommunication Services
|
29,434,737 | — | — | 29,434,737 | ||||||||||||
Utilities
|
20,946,854 | — | — | 20,946,854 | ||||||||||||
Total Assets
|
$ | 1,397,188,104 | $ | — | $ | — | $ | 1,397,188,104 | ||||||||
Assets
|
||||
Investments, at value (cost $1,097,413,107)—see accompanying statement of investments
|
$ | 1,397,188,104 | ||
Receivables and other assets:
|
||||
Investments sold
|
5,146,954 | |||
Dividends
|
1,240,087 | |||
Other
|
66,345 | |||
|
||||
Total assets
|
1,403,641,490 | |||
Liabilities
|
||||
Bank overdraft
|
191,177 | |||
Payables and other liabilities:
|
||||
Investments purchased
|
3,496,879 | |||
Shares of beneficial interest redeemed
|
3,289,111 | |||
Shareholder communications
|
235,774 | |||
Distribution and service plan fees
|
189,380 | |||
Transfer and shareholder servicing agent fees
|
119,165 | |||
Trustees’ compensation
|
38,860 | |||
Other
|
36,005 | |||
|
||||
Total liabilities
|
7,596,351 | |||
Net Assets
|
$ | 1,396,045,139 | ||
|
||||
Composition of Net Assets
|
||||
Par value of shares of beneficial interest
|
$ | 67,825 | ||
Additional paid-in capital
|
1,460,842,471 | |||
Accumulated net investment income
|
4,690,401 | |||
Accumulated net realized loss on investments and foreign currency transactions
|
(369,330,555 | ) | ||
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies
|
299,774,997 | |||
|
||||
Net Assets
|
$ | 1,396,045,139 | ||
|
||||
Net Asset Value Per Share
|
||||
Non-Service Shares:
|
||||
Net asset value, redemption price per share and offering price per share (based on net assets of $392,860,646 and 18,970,441 shares of beneficial interest outstanding)
|
$ | 20.71 | ||
Service Shares:
|
||||
Net asset value, redemption price per share and offering price per share (based on net assets of $1,003,184,493 and 48,854,175 shares of beneficial interest outstanding)
|
$ | 20.53 |
1. | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. |
Investment Income
|
||||
Dividends:
|
||||
Unaffiliated companies (net of foreign withholding taxes of $25,083)
|
$ | 23,791,054 | ||
Affiliated companies
|
40,596 | |||
Interest
|
966 | |||
|
||||
Total investment income
|
23,832,616 | |||
Expenses
|
||||
Management fees
|
9,967,881 | |||
Distribution and service plan fees—Service shares
|
2,736,862 | |||
Transfer and shareholder servicing agent fees:
|
||||
Non-Service shares
|
426,553 | |||
Service shares
|
1,094,745 | |||
Shareholder communications:
|
||||
Non-Service shares
|
46,649 | |||
Service shares
|
119,403 | |||
Trustees’ compensation
|
62,646 | |||
Custodian fees and expenses
|
8,713 | |||
Administration service fees
|
1,500 | |||
Other
|
87,403 | |||
|
||||
Total expenses
|
14,552,355 | |||
Less waivers and reimbursements of expenses
|
(22,856 | ) | ||
|
||||
Net expenses
|
14,529,499 | |||
Net Investment Income
|
9,303,117 | |||
Realized and Unrealized Gain (Loss)
|
||||
Net realized gain (loss) on:
|
||||
Investments from unaffiliated companies
|
60,130,397 | |||
Foreign currency transactions
|
(118,065 | ) | ||
|
||||
Net realized gain
|
60,012,332 | |||
Net change in unrealized appreciation/depreciation on:
|
||||
Investments
|
(72,248,813 | ) | ||
Translation of assets and liabilities denominated in foreign currencies
|
68,522 | |||
|
||||
Net change in unrealized appreciation/depreciation
|
(72,180,291 | ) | ||
Net Decrease in Net Assets Resulting from Operations
|
$ | (2,864,842 | ) | |
|
1. | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. |
Year Ended | Year Ended | |||||||
December 30, | December 31, | |||||||
20111 | 2010 | |||||||
Operations
|
||||||||
Net investment income
|
$ | 9,303,117 | $ | 12,343,744 | ||||
Net realized gain
|
60,012,332 | 122,769,693 | ||||||
Net change in unrealized appreciation/depreciation
|
(72,180,291 | ) | 110,123,026 | |||||
Net increase (decrease) in net assets resulting from operations
|
(2,864,842 | ) | 245,236,463 | |||||
Dividends and/or Distributions to Shareholders
|
||||||||
Dividends from net investment income:
|
||||||||
Non-Service shares
|
(3,755,987 | ) | (5,119,114 | ) | ||||
Service shares
|
(6,566,777 | ) | (11,011,249 | ) | ||||
|
(10,322,764 | ) | (16,130,363 | ) | ||||
Beneficial Interest Transactions
|
||||||||
Net decrease in net assets resulting from beneficial interest transactions:
|
||||||||
Non-Service shares
|
(73,098,026 | ) | (66,941,748 | ) | ||||
Service shares
|
(172,844,897 | ) | (135,835,930 | ) | ||||
|
(245,942,923 | ) | (202,777,678 | ) | ||||
Net Assets
|
||||||||
Total increase (decrease)
|
(259,130,529 | ) | 26,328,422 | |||||
Beginning of period
|
1,655,175,668 | 1,628,847,246 | ||||||
End of period (including accumulated net investment income of $4,690,401 and $13,277,741, respectively)
|
$ | 1,396,045,139 | $ | 1,655,175,668 | ||||
1. | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. |
Year Ended | ||||||||||||||||||||
December 30, | Year Ended December 31, | |||||||||||||||||||
Non-Service Shares | 20111 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Per Share Operating Data
|
||||||||||||||||||||
Net asset value, beginning of period
|
$ | 20.88 | $ | 18.18 | $ | 14.56 | $ | 25.61 | $ | 24.78 | ||||||||||
Income (loss) from investment operations:
|
||||||||||||||||||||
Net investment income2
|
.16 | .17 | .21 | .29 | .33 | |||||||||||||||
Net realized and unrealized gain (loss)
|
(.16 | ) | 2.73 | 3.71 | (9.64 | ) | .75 | |||||||||||||
Total from investment operations
|
— | 2.90 | 3.92 | (9.35 | ) | 1.08 | ||||||||||||||
Dividends and/or distributions to shareholders:
|
||||||||||||||||||||
Dividends from net investment income
|
(.17 | ) | (.20 | ) | (.30 | ) | (.32 | ) | (.25 | ) | ||||||||||
Distributions from net realized gain
|
— | — | — | (1.38 | ) | — | ||||||||||||||
Total dividends and/or distributions to shareholders
|
(.17 | ) | (.20 | ) | (.30 | ) | (1.70 | ) | (.25 | ) | ||||||||||
Net asset value, end of period
|
$ | 20.71 | $ | 20.88 | $ | 18.18 | $ | 14.56 | $ | 25.61 | ||||||||||
|
||||||||||||||||||||
Total Return, at Net Asset Value3
|
(0.01 | )% | 16.11 | % | 28.29 | % | (38.47 | )% | 4.43 | % | ||||||||||
|
||||||||||||||||||||
Ratios/Supplemental Data
|
||||||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 392,861 | $ | 469,720 | $ | 474,637 | $ | 432,360 | $ | 907,727 | ||||||||||
Average net assets (in thousands)
|
$ | 426,354 | $ | 454,937 | $ | 430,517 | $ | 670,994 | $ | 1,006,655 | ||||||||||
Ratios to average net assets:4
|
||||||||||||||||||||
Net investment income
|
0.79 | % | 0.93 | % | 1.35 | % | 1.42 | % | 1.28 | % | ||||||||||
Total expenses5
|
0.78 | % | 0.78 | % | 0.78 | % | 0.66 | % | 0.65 | % | ||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
0.78 | % | 0.78 | % | 0.78 | % | 0.66 | % | 0.65 | % | ||||||||||
Portfolio turnover rate
|
38 | % | 45 | % | 128 | % | 132 | % | 111 | % |
1. | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. | |
2. | Per share amounts calculated based on the average shares outstanding during the period. | |
3. | Assumes an initial 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 less than one full year. | |
5. | Total expenses including indirect expenses from affiliated fund were as follows: |
Year Ended December 30, 2011
|
0.78 | % | ||
Year Ended December 31, 2010
|
0.78 | % | ||
Year Ended December 31, 2009
|
0.78 | % | ||
Year Ended December 31, 2008
|
0.66 | % | ||
Year Ended December 31, 2007
|
0.65 | % |
Year Ended | ||||||||||||||||||||
December 30, | Year Ended December 31, | |||||||||||||||||||
Service Shares | 20111 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Per Share Operating Data
|
||||||||||||||||||||
Net asset value, beginning of period
|
$ | 20.71 | $ | 18.04 | $ | 14.42 | $ | 25.38 | $ | 24.58 | ||||||||||
Income (loss) from investment operations:
|
||||||||||||||||||||
Net investment income2
|
.11 | .13 | .17 | .24 | .26 | |||||||||||||||
Net realized and unrealized gain (loss)
|
(.17 | ) | 2.70 | 3.70 | (9.56 | ) | .75 | |||||||||||||
Total from investment operations
|
(.06 | ) | 2.83 | 3.87 | (9.32 | ) | 1.01 | |||||||||||||
Dividends and/or distributions to shareholders:
|
||||||||||||||||||||
Dividends from net investment income
|
(.12 | ) | (.16 | ) | (.25 | ) | (.26 | ) | (.21 | ) | ||||||||||
Distributions from net realized gain
|
— | — | — | (1.38 | ) | — | ||||||||||||||
Total dividends and/or distributions to shareholders
|
(.12 | ) | (.16 | ) | (.25 | ) | (1.64 | ) | (.21 | ) | ||||||||||
Net asset value, end of period
|
$ | 20.53 | $ | 20.71 | $ | 18.04 | $ | 14.42 | $ | 25.38 | ||||||||||
|
||||||||||||||||||||
Total Return, at Net Asset Value3
|
(0.32 | )% | 15.83 | % | 27.99 | % | (38.63 | )% | 4.15 | % | ||||||||||
|
||||||||||||||||||||
Ratios/Supplemental Data
|
||||||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 1,003,184 | $ | 1,185,456 | $ | 1,154,210 | $ | 1,020,103 | $ | 1,464,690 | ||||||||||
Average net assets (in thousands)
|
$ | 1,094,254 | $ | 1,193,630 | $ | 1,029,909 | $ | 1,268,430 | $ | 1,315,488 | ||||||||||
Ratios to average net assets:4
|
||||||||||||||||||||
Net investment income
|
0.54 | % | 0.68 | % | 1.10 | % | 1.20 | % | 1.03 | % | ||||||||||
Total expenses5
|
1.03 | % | 1.03 | % | 1.03 | % | 0.91 | % | 0.90 | % | ||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
1.03 | % | 1.03 | % | 1.03 | % | 0.91 | % | 0.90 | % | ||||||||||
Portfolio turnover rate
|
38 | % | 45 | % | 128 | % | 132 | % | 111 | % |
1. | December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year. See Note 1 of the accompanying Notes. | |
2. | Per share amounts calculated based on the average shares outstanding during the period. | |
3. | Assumes an initial 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 less than one full year. | |
5. | Total expenses including indirect expenses from affiliated fund were as follows: |
Year Ended December 30, 2011
|
1.03 | % | ||
Year Ended December 31, 2010
|
1.03 | % | ||
Year Ended December 31, 2009
|
1.03 | % | ||
Year Ended December 31, 2008
|
0.91 | % | ||
Year Ended December 31, 2007
|
0.90 | % |
Net Unrealized | ||||||||||||
Appreciation | ||||||||||||
Based on Cost of | ||||||||||||
Undistributed | Undistributed | Accumulated | Securities and Other | |||||||||
Net Investment | Long-Term | Loss | Investments for Federal | |||||||||
Income | Gain | Carryforward1,2,3,4 | Income Tax Purposes | |||||||||
$4,457,825
|
$ | — | $ | 365,662,510 | $ | 296,378,380 |
1. | As of December 30, 2011, the Fund had $360,688,381 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates. |
Expiring | ||||
2016
|
$ | 28,492,724 | ||
2017
|
332,195,657 | |||
|
||||
Total
|
$ | 360,688,381 | ||
|
2. | As of December 30, 2011, the Fund had $4,974,129 of post-October losses available to offset future realized capital gains, if any. | |
3. | During the fiscal year ended December 30, 2011, the Fund utilized $71,694,516 of capital loss carryforward to offset capital gains realized in that fiscal year. | |
4. | During the fiscal year ended December 31, 2010, the Fund utilized $117,805,966 of capital loss carryforward to offset capital gains realized in that fiscal year. |
Reduction | Reduction | |||||||
to Accumulated | to Accumulated Net | |||||||
Increase to | Net Investment | Realized Loss | ||||||
Paid-in Capital | Income | on Investments | ||||||
$303,331
|
$ | 7,567,693 | $ | 7,264,362 |
Year Ended | Year Ended | |||||||
December 30, 2011 | December 31, 2010 | |||||||
Distributions paid from:
|
||||||||
Ordinary income
|
$ | 10,322,764 | $ | 16,130,363 |
Federal tax cost of securities
|
$ | 1,100,809,724 | ||
|
||||
|
||||
Gross unrealized appreciation
|
$ | 330,799,821 | ||
Gross unrealized depreciation
|
(34,421,441 | ) | ||
|
||||
Net unrealized appreciation
|
$ | 296,378,380 | ||
|
Year Ended December 30, 2011 | Year Ended December 31, 2010 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Non-Service Shares
|
||||||||||||||||
Sold
|
2,028,214 | $ | 41,337,389 | 2,851,462 | $ | 52,574,153 | ||||||||||
Dividends and/or distributions reinvested
|
176,503 | 3,755,987 | 279,275 | 5,119,114 | ||||||||||||
Redeemed
|
(5,726,116 | ) | (118,191,402 | ) | (6,743,462 | ) | (124,635,015 | ) | ||||||||
Net decrease
|
(3,521,399 | ) | $ | (73,098,026 | ) | (3,612,725 | ) | $ | (66,941,748 | ) | ||||||
|
||||||||||||||||
Service Shares
|
||||||||||||||||
Sold
|
2,150,725 | $ | 42,852,883 | 7,702,331 | $ | 136,115,255 | ||||||||||
Dividends and/or distributions reinvested
|
310,633 | 6,566,777 | 604,682 | 11,011,249 | ||||||||||||
Redeemed
|
(10,851,128 | ) | (222,264,557 | ) | (15,049,192 | ) | (282,962,434 | ) | ||||||||
Net decrease
|
(8,389,770 | ) | $ | (172,844,897 | ) | (6,742,179 | ) | $ | (135,835,930 | ) | ||||||
Purchases | Sales | |||||||
Investment securities
|
$ | 567,679,021 | $ | 792,267,202 |
Fee Schedule | ||||
Up to $200 million
|
0.75 | % | ||
Next $200 million
|
0.72 | |||
Next $200 million
|
0.69 | |||
Next $200 million
|
0.66 | |||
Over $800 million
|
0.60 |
Credit Risk. Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds. |
Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market. |
Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency. |
Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce |
5. | Risk Exposures and the Use of Derivative Instruments Continued the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities. | |
Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk. |
Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction. | ||
Credit Related Contingent Features. The Fund’s agreements with derivative counterparties have several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s International Swap and Derivatives Association, Inc. master agreements which govern certain positions in swaps, over-the-counter options and swaptions, and forward currency exchange contracts for each individual counterparty. |
The effect of derivative instruments on the Statement of Operations is as follows: |
Amount of Realized Gain or (Loss) Recognized on Derivatives | ||||
Derivatives Not Accounted for as Hedging Instruments | Foreign currency transactions | |||
Foreign exchange contracts
|
$ | 977 |
6. | Pending Litigation Continued |
(1)
|
Nineteenth Amended and Restated Declaration of Trust dated 4/29/11: Previously filed with Registrant's Post-Effective Amendment No. 60 (4/27/11), and incorporated herein by reference.
|
(2)
|
Amended By-Laws dated 10/24/00: Previously filed with Registrant's Post-Effective Amendment No. 36 (4/17/01), and incorporated herein by reference.
|
(3)
|
Not Applicable.
|
(4)
|
Form of Agreement and Plan of Reorganization: Filed herewith.
|
|
(5)
|
(i)
|
Oppenheimer Main Street Fund/VA Non-Service Class Specimen Share Certificate: Previously filed with Registrant’s Post-Effective Amendment No. 41 (4/28/03) and incorporated herein by reference.
|
|
(ii)
|
Oppenheimer Main Street Fund/VA Service Class Specimen Share Certificate: Previously filed with Registrant’s Post-Effective Amendment No. 41 (4/28/03) and incorporated herein by reference.
|
(6)
|
Amended and Restated Investment Advisory Agreement for Oppenheimer Main Street Fund/VA dated 1/1/05: Previously filed with Registrant’s Post-Effective Amendment No. 44 (2/25/05), and incorporated herein by reference.
|
|
(7)
|
(i)
|
N/A
|
|
(ii)
|
Form of Participation Agreement: Previously filed with Registrant’s Post-Effective Amendment No. 52 (4/24/07), and incorporated herein by reference.
|
(8)
|
Form of Oppenheimer Funds Compensation Deferral Plan, As Amended and Restated Effective 1/1/08: Previously filed with Post-Effective Amendment No. 2 to the Registration Statement of Oppenheimer Portfolio Series Fixed Income Active Allocation Fund (Reg. No. 333-146105), (5/29/09), and incorporated herein by reference.
|
(9)
|
(i)
|
Global Custody Agreement dated 8/16/02, as amended: Previously filed with Post-Effective Amendment No. 51 to the Registration Statement of Oppenheimer Capital Appreciation Fund (Reg. No. 2-69719), (10/23/06), and incorporated herein by reference.
|
(10)
|
(i)
|
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Main Street Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48 (04/28/06), and incorporated herein by reference.
|
(11)
|
Opinion and Consent of Counsel: Filed herewith.
|
(12)
|
Form of Tax Opinion: Form of Opinion and Consent of Counsel: Filed herewith.
|
(13)
|
Not applicable.
|
(14)
|
Independent Registered Public Accounting Firm's Consent: Filed herewith.
|
(15)
|
Not applicable.
|
(16)
|
Powers of Attorney for all Trustees/Directors and Principal Officers: Filed herewith.
|
(17)
|
Form of Proxy Card: Filed herewith.
|
Signatures
|
Title
|
Date
|
|
Chairman of the Board of Trustees
|
|||
William L. Armstrong
|
|||
William F. Glavin, Jr *
|
President, Principal Executive Officer and Trustee
|
February 17, 2012
|
|
William F. Glavin, Jr
|
|||
Brian W. Wixted*
|
Treasurer, Principal Financial & Accounting Officer
|
February 17, 2012
|
|
Brian W. Wixted
|
|||
Edward L. Cameron*
|
Trustee
|
February 17, 2012
|
|
Edward L. Cameron
|
|||
Trustee
|
|||
Jon S. Fossel
|
|||
Sam Freedman*
|
Trustee
|
February 17, 2012
|
|
Sam Freedman
|
|||
Beverly L. Hamilton*
|
Trustee
|
February 17, 2012
|
|
Beverly L. Hamilton
|
|||
Robert J. Malone*
|
Trustee
|
February 17, 2012
|
|
Robert J. Malone
|
|||
F. William Marshall, Jr.*
|
Trustee
|
February 17, 2012
|
|
F. William Marshall, Jr.
|
*By: /s/ Mitchell J. Lindauer
Mitchell J. Lindauer, Attorney-in-Fact
|
Exhibit No.
|
Description
|
(4)
|
Form of Agreement and Plan of Reorganization
|
(11)
|
Opinion and Consent of Counsel
|
(12)
|
Form of Tax Opinion
|
(14)
|
Independent Registered Public Accounting Firm's Consent
|
(16)
|
Powers of Attorney for all Trustees and Principal Officers
|
(17)
|
Form of Proxy Card
|
a.
|
The transactions contemplated by the Agreement will qualify as a tax-free "reorganization" within the meaning of Section 368(a)(1) of the Code, and under the regulations promulgated thereunder.
|
b.
|
Panorama Growth and Main Street/VA will each qualify as a "party to a reorganization" within the meaning of Section 368(b)(2) of the Code.
|
c.
|
No gain or loss will be recognized by the shareholders of Panorama Growth upon the distribution of shares of beneficial interest in Main Street/VA to the shareholders of Panorama Growth pursuant to Section 354 of the Code.
|
d.
|
Under Section 361(a) of the Code no gain or loss will be recognized by Panorama Growth by reason of the transfer of substantially all its assets in exchange for shares of Main Street/VA.
|
e.
|
Under Section 1032 of the Code no gain or loss will be recognized by Main Street/VA by reason of the transfer of substantially all of Panorama Growth's assets in exchange for shares of Main Street/VA and Main Street/VA's assumption of certain liabilities of Panorama Growth.
|
f.
|
The shareholders of Panorama Growth will have the same tax basis and holding period for the shares of beneficial interest in Main Street/VA that they receive as they had for Panorama Growth shares that they previously held, pursuant to Section 358(a) and 1223(1), respectively, of the Code.
|
g.
|
The securities transferred by Panorama Growth to Main Street/VA will have the same tax basis and holding period in the hands of Main Street/VA as they had for Panorama Growth, pursuant to Section 362(b) and 1223(1), respectively, of the Code.
|
PANORAMA SERIES FUND, INC., on behalf of
|
|||
Growth Portfolio
|
|||
By:
|
|||
Arthur S. Gabinet
|
|||
Secretary
|
|||
OPPENHEIMER VARIABLE ACCOUNT FUNDS, on behalf of Oppenheimer Main Street/VA
|
|||
By:
|
|||
Arthur S. Gabinet
|
|||
Secretary
|
Very truly yours
|
||
K & L Gates LLP |
|
Re:
|
Reorganization of Panorama Series Fund, Inc. - Growth Portfolio into Oppenheimer Variable Account Funds - Oppenheimer Main Street Funds/VA
|
|
OPINION
|
/s/ KPMG LLP | |||
KPMG LLP
|
/s/ KPMG LLP
|
|
KPMG LLP
|
/s/ Sam Freedman
|
||
William L. Armstrong
|
Sam Freedman
|
|
/s/ William F. Glavin, Jr
|
/s/ Beverly L. Hamilton
|
|
William F. Glavin, Jr
|
Beverly L. Hamilton
|
|
/s/ Brian W. Wixted
|
/s/ Robert J. Malone
|
|
Brian W. Wixted
|
Robert J. Malone
|
|
/s/ Edward L. Cameron
|
/s/ F. William Marshall, Jr.
|
|
Edward L. Cameron
|
F. William Marshall, Jr.
|
|
|
||
Jon S. Fossel
|
PROXY TABULATOR
|
|||
P.O. BOX 9112
|
3 EASY WAYS TO SUBMIT YOUR VOTING INSTRUCTION CARD
BY PHONE: Call toll-free 1-888-221-0697 and follow the recorded instructions.
ON THE INTERNET: Log on to Proxyweb.com and follow the on-line directions.
BY MAIL: Check the appropriate boxes on the reverse side of the Voting Instruction Card,
sign and date the Voting Instruction Card and return in the envelope provided.
|
||
FARMINGDALE, NY 11735
|
|||
999 999 999 999 9
|
PANORAMA SERIES FUND, INC.
|
||
GROWTH PORTFOLIO
|
|||
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
|
|||
TO BE HELD ON APRIL 20, 2012
|
Date
|
|
||
Signature(s) (if held jointly) (Sign in the Box)
INSTRUCTION CARD. All joint owners should sign. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signer’s office. If a partner, please sign in the partnership name.
|
PROPOSAL: |
FOR
|
AGAINST
|
ABSTAIN
|
|
1.
|
To approve an Agreement and Plan of Reorganization between Panorama Growth and Oppenheimer Main Street Fund/VA (“Main Street/VA”), a series of Oppenheimer Variable Account Funds, and the transactions contemplated thereby, including: (a) the transfer of substantially all the assets of Panorama Growth to Main Street/VA in exchange for Non-Service shares of Main Street/VA; (b) the distribution of Non-Service shares of Main Street/VA to shareholders of Panorama Growth in complete liquidation of Panorama Growth and (c) the cancellation of the outstanding shares of Panorama Growth.
|
0
|
0
|
0
|
Re:
|
Registration Statement on Form N-14 for Oppenheimer Main Street Fund/VA, a series of Oppenheimer Variable Account Funds; Proxy Statement for Growth Portfolio, a series of Panorama Series Fund, Inc.
|
Nancy S. Vann
Vice President & Associate Counsel
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 16th Floor
New York, New York 10281-1008
212-323-5089
nvann@oppenheimerfunds.com
|
Very truly yours,
|
||
/s/ Nancy S. Vann
|
||
Nancy S. Vann
|
||
Vice President and Associate Counsel
|
||
OppenheimerFunds, Inc.
|
cc:
|
K&L Gates LLP
|
KPMG LLP
|
|
Gloria LaFond
|
|
A. Taylor Edwards, Esq.
|