-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WQU4UF2e1YPP4Hi48ngKmS3ASfGicqIiwgcQf44Ggvnls9paogp/6YwAHJ3hPpHX ZV3+b7n4AIButWu0zGlBuQ== 0000935069-04-000296.txt : 20040301 0000935069-04-000296.hdr.sgml : 20040301 20040301165535 ACCESSION NUMBER: 0000935069-04-000296 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040301 EFFECTIVENESS DATE: 20040301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER VARIABLE ACCOUNT FUNDS CENTRAL INDEX KEY: 0000752737 IRS NUMBER: 840974272 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-04108 FILM NUMBER: 04639952 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 3036713200 MAIL ADDRESS: STREET 2: 6803 SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER VARIABLE LIFE FUNDS DATE OF NAME CHANGE: 19860609 N-CSR 1 ra0620_9471vef.txt RA0620_9471VEF UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-4108 OPPENHEIMER AGGRESSIVE GROWTH FUND/VA (Exact name of registrant as specified in charter) 6803 SOUTH TUCSON WAY, CENTENNIAL, COLORADO 80112-3924 (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. Two World Financial Center, New York, New York 10281-1008 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 -------------- Date of fiscal year end: DECEMBER 31 ----------- Date of reporting period: JANUARY 1, 2003 - DECEMBER 31, 2003 ITEM 1. REPORTS TO STOCKHOLDERS. FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. Over the 12-month period ended December 31, 2003, the Fund delivered more modest gains than its benchmark. The Fund's gains were driven primarily by the stock market's broadly based upward trend. Performance relative to the benchmark was undermined by the disproportionate strength in highly speculative, small-cap stocks with weak underlying fundamentals, an investment profile the Fund generally avoided. Performance particularly suffered due to the Fund's underweighted position in technology, one of the market's strongest areas, and its overweighted position in the relatively weak areas of health care service and pharmaceuticals. Stock-specific disappointments included Cerner Corp., a healthcare information technology provider, and Concord EFS, Inc., an electronic transaction processor, both of which we sold in response to disappointing financial results. On October 28, 2003, John O'Hare stepped in as portfolio manager. Under his guidance, we broadened the Fund's portfolio and attempted to decrease overall volatility by increasing the number and breadth of holdings. Our aim is to deliver competitive results without subjecting shareholders to unnecessary risk. As such, we focused on high quality growth companies with above-average earnings that we believed were well positioned to sustain growth over the next three to five years. In particular, we looked for leaders in their industries with experienced management teams that had established strong track records of fostering sales and earnings growth. We want to see companies with sustainable competitive advantages, high margins and margin expansion, high return on equity, and strong financial positions. We selected investments one security at a time based on individual growth characteristics and upside appreciation potential. During the final two months of 2003, the Fund's portfolio grew from approximately 40 to over 60 individual holdings. We reduced the size of the Fund's largest holdings to under 3.5% of the total portfolio. We also reduced the Fund's exposure to the technology and health care areas, and added to areas in which the Fund held little exposure, such as energy and industrials, that we believed offered strong growth prospects. Significant additions to the Fund's portfolio included several business services and process companies, such as Affiliated Computer Services, Inc. and Fiserv, Inc.; energy exploration companies and service providers, such as Apache Corp. and Smith International, Inc.; consumer-related companies, ranging from supermarket chains and food retailers to automotive supply companies; health care providers; and various industrials, such as Expeditors International of Washington, Inc. and Southwest Airlines Co. At the same time, we retained roughly half of the Fund's former holdings, all of which met our strict investment criteria. Holdings that remained in the Fund included, among others, biotechnology companies, such as Gilead Sciences, Inc., retailers, such as Bed Bath & Beyond Inc., health care service providers, such as Stryker Corp.; and technology companies, such as Symantec Corp. The Fund's portfolio holdings, allocations and strategies are subject to change. COMPARING THE FUND'S PERFORMANCE TO THE MARKET. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2003. In the case of Non-Service shares, performance is measured over a ten-year period. In the case of Service shares, performance is measured from inception of the class on October 16, 2000. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares. The Fund's performance is compared to the performance of the S&P 500 Index, an unmanaged index of equity securities that is a measure of the general domestic stock market. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs. The Fund's performance reflects the effects of the Fund's business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's investments are not limited to the investments in the index. 3 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- NON-SERVICE SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Aggressive Growth Fund/VA (Non-Service) S&P 500 Index [LINE GRAPH] Oppenheimer Aggressive Growth S&P 500 Fund/VA (Non-Service) Index 12/31/1993 $10,000 $10,000 03/31/1994 9,447 9,621 06/30/1994 8,393 9,662 09/30/1994 9,244 10,133 12/31/1994 9,241 10,131 03/31/1995 9,633 11,117 06/30/1995 10,413 12,176 09/30/1995 11,720 13,143 12/31/1995 12,246 13,934 03/31/1996 13,278 14,682 06/30/1996 14,563 15,340 09/30/1996 15,183 15,814 12/31/1996 14,723 17,131 03/31/1997 12,981 17,591 06/30/1997 15,671 20,660 09/30/1997 17,810 22,207 12/31/1997 16,441 22,845 03/31/1998 18,585 26,029 06/30/1998 19,302 26,893 09/30/1998 14,814 24,224 12/31/1998 18,474 29,378 03/31/1999 20,266 30,841 06/30/1999 22,356 33,011 09/30/1999 23,258 30,955 12/31/1999 33,919 35,557 03/31/2000 42,618 36,371 06/30/2000 41,112 35,405 09/30/2000 43,643 35,062 12/31/2000 30,107 32,321 03/31/2001 22,081 28,491 06/30/2001 21,979 30,158 09/30/2001 19,031 25,733 12/31/2001 20,693 28,482 03/31/2002 19,625 28,561 06/30/2002 17,125 24,737 09/30/2002 14,528 20,466 12/31/2002 14,942 22,190 03/31/2003 14,712 21,491 06/30/2003 16,992 24,798 09/30/2003 17,928 25,454 12/31/2003 18,766 28,551 AVERAGE ANNUAL TOTAL RETURNS OF NON-SERVICE SHARES OF THE FUND AT 12/31/03 1-Year 25.59% 5-Year 0.31% 10-Year 6.50% Inception Date 8/15/1986 SERVICE SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Aggressive Growth Fund/VA (Service) S&P 500 Index [LINE GRAPH] Oppenheimer Aggressive Growth S&P 500 Fund/VA (Service) Index 10/16/2000 $10,000 $10,000 12/31/2000 7,240 9,257 03/31/2001 5,311 8,161 06/30/2001 5,285 8,638 09/30/2001 4,575 7,370 12/31/2001 4,973 8,158 03/31/2002 4,713 8,181 06/30/2002 4,110 7,085 09/30/2002 3,484 5,862 12/31/2002 3,578 6,356 03/31/2003 3,521 6,156 06/30/2003 4,067 7,103 09/30/2003 4,290 7,291 12/31/2003 4,489 8,178 AVERAGE ANNUAL TOTAL RETURNS OF SERVICE SHARES OF THE FUND AT 12/31/03 1-Year 25.44% Since Inception -22.10% Inception Date 10/16/2000 THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR MORE CURRENT PERFORMANCE DATA, CALL US AT 1.800.981.2871. THE FUND'S TOTAL RETURNS SHOULD NOT BE EXPECTED TO BE THE SAME AS THE RETURNS OF OTHER FUNDS, WHETHER OR NOT BOTH FUNDS HAVE THE SAME PORTFOLIO MANAGERS AND/OR SIMILAR NAMES. INVESTORS SHOULD CONSIDER THE FUND'S INVESTMENT OBJECTIVES, RISKS, AND CHARGES AND EXPENSES CAREFULLY BEFORE INVESTING. THE FUND'S PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE FUND, AND MAY BE OBTAINED BY ASKING YOUR FINANCIAL ADVISOR OR CALLING US AT 1.800.981.2871. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. GRAPHS ARE NOT DRAWN TO SAME SCALE. AN EXPLANATION OF THE CALCULATION OF THE PERFORMANCE IS IN THE STATEMENT OF ADDITIONAL INFORMATION. 4 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA STATEMENT OF INVESTMENTS December 31, 2003 - -------------------------------------------------------------------------------- MARKET VALUE SHARES SEE NOTE 1 - ---------------------------------------------------------------- COMMON STOCKS--97.3% - ---------------------------------------------------------------- CONSUMER DISCRETIONARY--24.7% - ---------------------------------------------------------------- AUTO COMPONENTS--1.7% Gentex Corp. 430,300 $ 19,002,048 - ---------------------------------------------------------------- AUTOMOBILES--1.0% Harley-Davidson, Inc. 241,400 11,473,742 - ---------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE--6.2% Krispy Kreme Doughnuts, Inc. 1 148,300 5,427,780 - ---------------------------------------------------------------- P.F. Chang's China Bistro, Inc. 1 230,000 11,702,400 - ---------------------------------------------------------------- Panera Bread Co., Cl. A 1 250,700 9,910,171 - ---------------------------------------------------------------- Ruby Tuesday, Inc. 616,200 17,555,538 - ---------------------------------------------------------------- Starbucks Corp. 1 747,500 24,712,350 ---------------- 69,308,239 - ---------------------------------------------------------------- LEISURE EQUIPMENT & PRODUCTS--1.0% Marvel Enterprises, Inc. 1 376,200 10,951,182 - ---------------------------------------------------------------- MEDIA--1.7% Univision Communications, Inc., Cl. A 1 479,400 19,027,386 - ---------------------------------------------------------------- MULTILINE RETAIL--3.9% Family Dollar Stores, Inc. 805,100 28,886,988 - ---------------------------------------------------------------- Fred's, Inc. 478,700 14,830,126 ---------------- 43,717,114 - ---------------------------------------------------------------- SPECIALTY RETAIL--7.1% Bed Bath & Beyond, Inc. 1 727,600 31,541,460 - ---------------------------------------------------------------- Chico's FAS, Inc. 1 462,700 17,096,765 - ---------------------------------------------------------------- O'Reilly Automotive, Inc. 1 407,097 15,616,241 - ---------------------------------------------------------------- PetsMart, Inc. 672,200 15,998,360 ---------------- 80,252,826 - ---------------------------------------------------------------- TEXTILES, APPAREL & LUXURY GOODS--2.1% Coach, Inc. 1 643,400 24,288,350 - ---------------------------------------------------------------- CONSUMER STAPLES--2.1% - ---------------------------------------------------------------- FOOD & STAPLES RETAILING--2.1% Whole Foods Market, Inc. 1 354,000 23,764,020 - ---------------------------------------------------------------- ENERGY--4.7% - ---------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES--1.6% Smith International, Inc. 1 439,400 18,243,888 - ---------------------------------------------------------------- OIL & GAS--3.1% Apache Corp. 249,500 20,234,450 - ---------------------------------------------------------------- XTO Energy, Inc. 493,600 13,968,880 ---------------- 34,203,330 - ---------------------------------------------------------------- FINANCIALS--8.2% - ---------------------------------------------------------------- COMMERCIAL BANKS--1.6% Commerce Bancorp, Inc. 347,100 18,285,228 MARKET VALUE SHARES SEE NOTE 1 - ---------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES--3.3% Investors Financial Services Corp. 497,200 $ 19,097,452 - ---------------------------------------------------------------- Legg Mason, Inc. 232,500 17,944,350 ---------------- 37,041,802 - ---------------------------------------------------------------- INSURANCE--1.4% AMBAC Financial Group, Inc. 235,100 16,313,589 - ---------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE--1.9% Doral Financial Corp. 385,200 12,434,256 - ---------------------------------------------------------------- Radian Group, Inc. 176,000 8,580,000 ---------------- 21,014,256 - ---------------------------------------------------------------- HEALTH CARE--17.4% - ---------------------------------------------------------------- BIOTECHNOLOGY--5.3% Gilead Sciences, Inc. 1 559,400 32,523,516 - ---------------------------------------------------------------- Idexx Laboratories, Inc. 1 201,641 9,331,945 - ---------------------------------------------------------------- Invitrogen Corp. 1 257,900 18,053,000 ---------------- 59,908,461 - ---------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES--4.1% Stryker Corp. 158,900 13,508,089 - ---------------------------------------------------------------- Varian Medical Systems, Inc. 1 482,200 33,320,020 ---------------- 46,828,109 - ---------------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES--7.0% Coventry Health Care, Inc. 1 62,600 4,037,074 - ---------------------------------------------------------------- Health Management Associates, Inc., Cl. A 1,245,200 29,884,800 - ---------------------------------------------------------------- Lincare Holdings, Inc. 1 604,200 18,144,126 - ---------------------------------------------------------------- Patterson Dental Co. 1 415,800 26,677,728 ---------------- 78,743,728 - ---------------------------------------------------------------- PHARMACEUTICALS--1.0% Mylan Laboratories, Inc. 429,700 10,854,222 - ---------------------------------------------------------------- INDUSTRIALS--15.7% - ---------------------------------------------------------------- AIR FREIGHT & LOGISTICS--2.5% Expeditors International of Washington, Inc. 763,500 28,753,410 - ---------------------------------------------------------------- AIRLINES--2.2% JetBlue Airways Corp. 1 204,700 5,428,644 - ---------------------------------------------------------------- Southwest Airlines Co. 1,214,500 19,602,030 ---------------- 25,030,674 - ---------------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES--5.7% Apollo Group, Inc., Cl. A 1 467,900 31,817,200 - ---------------------------------------------------------------- Corporate Executive Board Co. 1 349,100 16,292,497 - ---------------------------------------------------------------- Stericycle, Inc. 1 339,800 15,868,660 ---------------- 63,978,357 5 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA STATEMENT OF INVESTMENTS Continued - ---------------------------------------------------------------- MARKET VALUE SHARES SEE NOTE 1 - ---------------------------------------------------------------- MACHINERY--1.6% Donaldson Co., Inc. 302,700 $ 17,907,732 - ---------------------------------------------------------------- ROAD & RAIL--2.0% C.H. Robinson Worldwide, Inc. 589,100 22,332,781 - ---------------------------------------------------------------- TRADING COMPANIES & DISTRIBUTORS--1.7% Fastenal Co. 377,300 18,842,362 - ---------------------------------------------------------------- INFORMATION TECHNOLOGY--24.5% - ---------------------------------------------------------------- COMMUNICATIONS EQUIPMENT--1.4% QLogic Corp. 1 306,900 15,836,040 - ---------------------------------------------------------------- ELECTRONIC EQUIPMENT & INSTRUMENTS--3.4% CDW Corp. 380,500 21,977,680 - ---------------------------------------------------------------- Thermo Electron Corp. 1 646,600 16,294,320 ---------------- 38,272,000 - ---------------------------------------------------------------- IT SERVICES--5.0% Affiliated Computer Services, Inc., Cl. A 1 237,000 12,907,020 - ---------------------------------------------------------------- Fiserv, Inc. 1 331,500 13,097,565 - ---------------------------------------------------------------- Paychex, Inc. 343,300 12,770,760 - ---------------------------------------------------------------- Sungard Data Systems, Inc. 1 624,600 17,307,666 ---------------- 56,083,011 - ---------------------------------------------------------------- OFFICE ELECTRONICS--2.4% Zebra Technologies Corp., Cl. A 1 408,100 27,085,597 - ---------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--1.5% Linear Technology Corp. 400,200 16,836,414 - ---------------------------------------------------------------- SOFTWARE--10.8% Adobe Systems, Inc. 520,700 20,463,510 - ---------------------------------------------------------------- Amdocs Ltd. 1 557,200 12,525,856 - ---------------------------------------------------------------- Citrix Systems, Inc. 1 226,537 4,804,850 - ---------------------------------------------------------------- Electronic Arts, Inc. 1 578,800 27,655,064 - ---------------------------------------------------------------- Intuit, Inc. 1 484,600 25,640,186 - ---------------------------------------------------------------- Symantec Corp. 1 863,400 29,916,810 ---------------- 121,006,276 ---------------- Total Common Stocks (Cost $980,655,647) 1,095,186,174 MARKET VALUE SHARES SEE NOTE 1 - ---------------------------------------------------------------- PREFERRED STOCKS--0.3% Axsun Technologies, Inc., Cv., Series C 1,2,3 3,170,523 $ 1,350,326 - ---------------------------------------------------------------- Blaze Network Products, Inc., 8% Cv., Series D 1,2,3 1,147,862 -- - ---------------------------------------------------------------- BroadBand Office, Inc., Cv., Series C 1,2,3 211,641 -- - ---------------------------------------------------------------- Centerpoint Broadband Technologies, Inc.: Cv., Series D 1,2,3 1,298,701 -- Cv., Series Z 1,2,3 262,439 -- - ---------------------------------------------------------------- fusionOne, Inc., 8% Non-Cum. Cv., Series D 1,2,3 2,663,972 95,104 - ---------------------------------------------------------------- MicroPhotonix Integration Corp., Cv., Series C 1,2,3 633,383 -- - ---------------------------------------------------------------- Multiplex, Inc., Cv., Series C 1,2,3 2,330,253 1,447,786 - ---------------------------------------------------------------- Questia Media, Inc., Cv., Series B 1,2,3 2,329,735 168,440 ---------------- Total Preferred Stocks (Cost $113,962,357) 3,061,656 PRINCIPAL AMOUNT - ---------------------------------------------------------------- JOINT REPURCHASE AGREEMENTS--2.4% Undivided interest of 12.06% in joint repurchase agreement (Principal Amount/ Market Value $226,368,000, with a maturity value of $226,378,061) with DB Alex Brown LLC, 0.80%, dated 12/31/03, to be repurchased at $27,305,214 on 1/2/04, collateralized by U.S. Treasury Nts., 6.75%, 5/31/05, with a value of $231,043,540 (Cost $27,304,000) $27,304,000 27,304,000 - ---------------------------------------------------------------- TOTAL INVESTMENTS, AT VALUE (COST $1,121,922,004) 100.0% 1,125,551,830 - ---------------------------------------------------------------- LIABILITIES IN EXCESS OF OTHER ASSETS (0.0) (110,865) ------------------------------- NET ASSETS 100.0% $1,125,440,965 =============================== 6 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA FOOTNOTES TO STATEMENT OF INVESTMENTS 1. Non-income producing security. 2. Identifies issues considered to be illiquid or restricted. See Note 6 of Notes to Financial Statements. 3. Affiliated company. Represents ownership of at least 5% of the voting securities of the issuer, and is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2003. The aggregate fair value of securities of affiliated companies held by the Fund as of December 31, 2003 amounts to $3,061,656. Transactions during the period in which the issuer was an affiliate are as follows:
SHARES GROSS GROSS SHARES UNREALIZED DECEMBER 31, 2002 ADDITIONS REDUCTIONS DECEMBER 31, 2003 DEPRECIATION - ------------------------------------------------------------------------------------------------------------------------------------ STOCKS AND/OR WARRANTS Axsun Technologies, Inc., Cv., Series C 3,170,523 -- -- 3,170,523 $ 35,649,677 Blaze Network Products, Inc., 8% Cv., Series D 1,147,862 -- -- 1,147,862 7,346,317 BroadBand Office, Inc., Cv., Series C 211,641 -- -- 211,641 4,000,015 Centerpoint Broadband Technologies, Inc., Cv., Series D 1,298,701 -- -- 1,298,701 13,999,997 Centerpoint Broadband Technologies, Inc., Cv., Series Z 262,439 -- -- 262,439 6,999,992 fusionOne, Inc., 8% Non-Cum. Cv., Series D 2,663,972 -- -- 2,663,972 14,370,264 MicroPhotonix Integration Corp., Cv., Series C 633,383 -- -- 633,383 4,000,004 Multiplex, Inc., Cv., Series C 2,330,253 -- -- 2,330,253 15,702,876 Questia Media, Inc., Cv., Series B 2,329,735 -- -- 2,329,735 8,831,559 ------------- $110,900,701 =============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 7 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA STATEMENT OF ASSETS AND LIABILITIES December 31, 2003 - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------ ASSETS Investments, at value--see accompanying statement: Unaffiliated companies (cost $1,007,959,647) $1,122,490,174 Affiliated companies (cost $113,962,357) 3,061,656 --------------- 1,125,551,830 - ------------------------------------------------------------------------------------------------------------------------ Receivables and other assets: Interest and dividends 210,737 Shares of beneficial interest sold 197,806 Other 7,240 --------------- Total assets 1,125,967,613 - ------------------------------------------------------------------------------------------------------------------------ LIABILITIES Bank overdraft 823 - ------------------------------------------------------------------------------------------------------------------------ Payables and other liabilities: Shares of beneficial interest redeemed 344,583 Investments purchased 76,847 Shareholder reports 51,113 Legal, auditing and other professional fees 34,661 Distribution and service plan fees 5,478 Trustees' compensation 5,287 Transfer and shareholder servicing agent fees 848 Other 7,008 --------------- Total liabilities 526,648 - ------------------------------------------------------------------------------------------------------------------------ NET ASSETS $1,125,440,965 =============== - ------------------------------------------------------------------------------------------------------------------------ COMPOSITION OF NET ASSETS Par value of shares of beneficial interest $ 30,657 - ------------------------------------------------------------------------------------------------------------------------ Additional paid-in capital 1,909,596,778 - ------------------------------------------------------------------------------------------------------------------------ Accumulated net realized loss on investments (787,816,296) - ------------------------------------------------------------------------------------------------------------------------ Net unrealized appreciation on investments 3,629,826 --------------- NET ASSETS $1,125,440,965 =============== - ------------------------------------------------------------------------------------------------------------------------ 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 $1,113,743,024 and 30,337,235 shares of beneficial interest outstanding) $36.71 - ------------------------------------------------------------------------------------------------------------------------ Service Shares: Net asset value, redemption price per share and offering price per share (based on net assets of $11,697,941 and 320,169 shares of beneficial interest outstanding) $36.54
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 8 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA STATEMENT OF OPERATIONS For the Year Ended December 31, 2003 - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------- INVESTMENT INCOME Dividends (net of foreign withholding taxes of $21,019) $ 1,809,704 - ---------------------------------------------------------------------------------------------- Interest 1,014,753 ------------- Total investment income 2,824,457 - ---------------------------------------------------------------------------------------------- EXPENSES Management fees 7,110,272 - ---------------------------------------------------------------------------------------------- Distribution and service plan fees--Service shares 9,523 - ---------------------------------------------------------------------------------------------- Transfer and shareholder servicing agent fees: Non-Service shares 10,406 Service shares 176 - ---------------------------------------------------------------------------------------------- Shareholder reports 92,622 - ---------------------------------------------------------------------------------------------- Trustees' compensation 27,749 - ---------------------------------------------------------------------------------------------- Custodian fees and expenses 1,629 - ---------------------------------------------------------------------------------------------- Other 97,254 ------------- Total expenses 7,349,631 Less reduction to custodian expenses (1,629) ------------- Net expenses 7,348,002 - ---------------------------------------------------------------------------------------------- NET INVESTMENT LOSS (4,523,545) - ---------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN Net realized gain on: Investments (including premiums on options exercised) 62,484,464 Closing and expiration of option contracts written 335,012 ------------- Net realized gain 62,819,476 - ---------------------------------------------------------------------------------------------- Net change in unrealized appreciation (depreciation) on investments 175,024,712 - ---------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $233,320,643 =============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 9 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA STATEMENTS OF CHANGES IN NET ASSETS - --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 2003 2002 - -------------------------------------------------------------------------------------------------------------------- OPERATIONS Net investment loss $ (4,523,545) $ (3,634,134) - -------------------------------------------------------------------------------------------------------------------- Net realized gain (loss) 62,819,476 (236,178,562) - -------------------------------------------------------------------------------------------------------------------- Net change in unrealized appreciation (depreciation) 175,024,712 (188,237,967) ------------------------------- Net increase (decrease) in net assets resulting from operations 233,320,643 (428,050,663) - -------------------------------------------------------------------------------------------------------------------- DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income: Non-Service shares -- (8,907,419) Service shares -- (359) - -------------------------------------------------------------------------------------------------------------------- BENEFICIAL INTEREST TRANSACTIONS Net increase (decrease) in net assets resulting from beneficial interest transactions: Non-Service shares (98,877,573) (204,697,344) Service shares 10,935,179 114,405 - -------------------------------------------------------------------------------------------------------------------- NET ASSETS Total increase (decrease) 145,378,249 (641,541,380) - -------------------------------------------------------------------------------------------------------------------- Beginning of period 980,062,716 1,621,604,096 ------------------------------- End of period $1,125,440,965 $ 980,062,716 ===============================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 10 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
NON-SERVICE SHARES YEAR ENDED DECEMBER 31 2003 2002 2001 2000 1999 - ------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING DATA Net asset value, beginning of period $29.23 $ 40.72 $ 70.77 $ 82.31 $44.83 - ------------------------------------------------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income (loss) (.15) (.10) .23 .53 (.09) Net realized and unrealized gain (loss) 7.63 (11.16) (21.38) (8.59) 37.57 -------------------------------------------------------------- Total from investment operations 7.48 (11.26) (21.15) (8.06) 37.48 - ------------------------------------------------------------------------------------------------------------------------------ Dividends and/or distributions to shareholders: Dividends from net investment income -- (.23) (.54) -- -- Distributions from net realized gain -- -- (8.36) (3.48) -- -------------------------------------------------------------- Total dividends and/or distributions to shareholders -- (.23) (8.90) (3.48) -- - ------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $36.71 $ 29.23 $ 40.72 $ 70.77 $82.31 ============================================================== - ------------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN, AT NET ASSET VALUE 1 25.59% (27.79)% (31.27)% (11.24)% 83.60% - ------------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $1,113,743 $ 979,919 $1,621,550 $2,595,101 $2,104,128 - ------------------------------------------------------------------------------------------------------------------------------ Average net assets (in thousands) $1,041,584 $1,240,435 $1,898,088 $2,978,465 $1,314,349 - ------------------------------------------------------------------------------------------------------------------------------ Ratios to average net assets: 2 Net investment income (loss) (0.43)% (0.29)% 0.47% 0.65% (0.17)% Total expenses 0.70% 3 0.68% 3 0.68% 3 0.64% 3 0.67% 3 - ------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate 154% 54% 134% 39% 66%
1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 11 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA FINANCIAL HIGHLIGHTS Continued - --------------------------------------------------------------------------------
SERVICE SHARES YEAR ENDED DECEMBER 31 2003 2002 2001 2000 1 - ----------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA Net asset value, beginning of period $29.13 $ 40.70 $ 70.77 $ 97.75 - ----------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income -- 2 .16 .19 .20 Net realized and unrealized gain (loss) 7.41 (11.53) (21.36) (27.18) ---------------------------------------------- Total from investment operations 7.41 (11.37) (21.17) (26.98) - ----------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- (.20) (.54) -- Distributions from net realized gain -- -- (8.36) -- ---------------------------------------------- Total dividends and/or distributions to shareholders -- (.20) (8.90) -- - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $36.54 $ 29.13 $ 40.70 $ 70.77 ============================================== - ----------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 3 25.44% (28.05)% (31.31)% (27.60)% - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA Net assets, end of period (in thousands) $11,698 $144 $54 $1 - ----------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $ 3,858 $ 72 $31 $1 - ----------------------------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment income (loss) (0.72)% (0.56)% 0.09% 1.14% Total expenses 0.95% 1.55% 0.83% 0.64% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses N/A 5 0.98% N/A 5 N/A 5 - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate 154% 54% 134% 39%
1. For the period from October 16, 2000 (inception of offering) to December 31, 2000. 2. Less than $0.005 per share. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 12 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Oppenheimer Aggressive Growth Fund/VA (the Fund) is a separate series of Oppenheimer Variable Account Funds (the Trust), an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund's investment objective is to seek capital appreciation by investing in "growth type" companies. The Trust's investment advisor is OppenheimerFunds, Inc. (the Manager). The Fund offers two classes of shares. Both classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares designated as Service shares is subject to a distribution and service plan. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ by minor amounts due to each class having its own expenses directly attributable to that class. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- SECURITIES VALUATION. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations, a portfolio pricing service authorized by the Board of Trustees, or at their fair value. Securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund's assets are valued but after the close of their respective foreign exchanges will be fair valued. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Trustees. Short-term "money market type" debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). - -------------------------------------------------------------------------------- JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated funds advised by the Manager, may transfer uninvested cash balances into joint trading accounts on a daily basis. Secured by U.S. government securities, these balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. - -------------------------------------------------------------------------------- ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class. - -------------------------------------------------------------------------------- FEDERAL TAXES. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. 13 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued The tax components of capital shown in the table below represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes. NET UNREALIZED APPRECIATION BASED ON COST OF SECURITIES AND UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME INCOME GAIN CARRYFORWARD 1,2 TAX PURPOSES ---------------------------------------------------------------------------- $-- $-- $787,400,423 $3,213,944 1. As of December 31, 2003, the Fund had $787,400,423 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2003, details of the capital loss carryforwards were as follows: EXPIRING ------------------------- 2009 $557,175,601 2010 230,224,822 ------------ Total $787,400,423 ============ 2. During the fiscal year December 31, 2003, the Fund utilized $32,872,643 of capital loss carryforward to offset capital gains realized in that fiscal year. During the fiscal year December 31, 2002, the Fund did not utilize any capital loss carryforwards. Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund. Accordingly, the following amounts have been reclassified for December 31, 2003. Net assets of the Fund were unaffected by the reclassifications. REDUCTION TO ACCUMULATED REDUCTION TO NET INVESTMENT PAID-IN CAPITAL LOSS ----------------------------------------------- $4,523,545 $4,523,545 The tax character of distributions paid during the years ended December 31, 2003 and December 31, 2002 was as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 -------------------------------------------------------------------------- Distributions paid from: Ordinary income $-- $8,907,778 The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of December 31, 2003 are noted below. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss. Federal tax cost of securities $1,122,337,886 ============== Gross unrealized appreciation $ 139,443,578 Gross unrealized depreciation (136,229,634) -------------- Net unrealized appreciation $ 3,213,944 ============== - -------------------------------------------------------------------------------- TRUSTEES' COMPENSATION. The Board of Trustees has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or are invested in other Oppenheimer funds selected by the Trustee. Deferral of trustees' 14 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. - -------------------------------------------------------------------------------- EXPENSE OFFSET ARRANGEMENT. The reduction of custodian fees, if applicable, represents earnings on cash balances maintained by the Fund. - -------------------------------------------------------------------------------- SECURITY TRANSACTIONS. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. - -------------------------------------------------------------------------------- OTHER. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- 2. SHARES OF BENEFICIAL INTEREST The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:
YEAR ENDED DECEMBER 31, 2003 YEAR ENDED DECEMBER 31, 2002 SHARES AMOUNT SHARES AMOUNT - --------------------------------------------------------------------------------------------------------------------- NON-SERVICE SHARES Sold 7,581,692 $ 249,645,333 7,012,727 $ 240,059,154 Dividends and/or distributions reinvested -- -- 230,762 8,907,419 Redeemed (10,767,148) (348,522,906) (13,538,032) (453,663,917) -------------------------------------------------------------------- Net decrease (3,185,456) $ (98,877,573) (6,294,543) $(204,697,344) ==================================================================== - --------------------------------------------------------------------------------------------------------------------- SERVICE SHARES Sold 328,184 $ 11,390,813 5,604 $ 188,927 Dividends and/or distributions reinvested -- -- 9 359 Redeemed (12,954) (455,634) (1,993) (74,881) -------------------------------------------------------------------- Net increase 315,230 $ 10,935,179 3,620 $ 114,405 ====================================================================
- -------------------------------------------------------------------------------- 3. PURCHASES AND SALES OF SECURITIES The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended December 31, 2003, were $1,475,858,581 and $1,488,037,400, respectively. - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Trust which provides for a fee at an annual rate of 0.75% of the first $200 million of average annual net assets, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, 0.60% of the next $700 million and 0.58% of average annual net assets over $1.5 billion. 15 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended December 31, 2003, the Fund paid $10,185 to OFS for services to the Fund. Additionally, funds offered in variable annuity separate accounts are subject to minimum fees of $5,000 for assets of less than $10 million and $10,000 for assets of $10 million or more. The Fund is subject to the minimum fee in the event that the per account fee does not equal or exceed the applicable minimum fee. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees up to an annual rate of 0.35% of average net assets of the Fund. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLAN FOR SERVICE SHARES. The Fund has adopted a Distribution and Service Plan for Service shares to pay OppenheimerFunds Distributor, Inc., the Distributor, for distribution-related services for the Fund's Service shares. Under the Plan, payments are made quarterly at an annual rate of up to 0.25% of the average annual net assets of the Service shares of the Fund. Fees incurred by the Fund under the plan are detailed in the Statement of Operations.. - -------------------------------------------------------------------------------- 5. OPTION ACTIVITY The Fund may buy and sell put and call options, or write put and covered call options on portfolio securities in order to produce incremental earnings or protect against changes in the value of portfolio securities. The Fund generally purchases put options or writes covered call options to hedge against adverse movements in the value of portfolio holdings. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security at a fixed price, upon exercise of the option. Options are valued daily based upon the last sale price on the principal exchange on which the option is traded and unrealized appreciation or depreciation is recorded. The Fund will realize a gain or loss upon the expiration or closing of the option transaction. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option, or the cost of the security for a purchased put or call option is adjusted by the amount of premium received or paid. Securities designated to cover outstanding call options are noted in the Statement of Investments where applicable. Shares subject to call, expiration date, exercise price, premium received and market value are detailed in a note to the Statement of Investments. Options written are reported as a liability in the Statement of Assets and Liabilities. Realized gains and losses are reported in the Statement of Operations. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk of not being able to enter into a closing transaction if a liquid secondary market does not exist. Written option activity for the year ended December 31, 2003 was as follows: CALL OPTIONS ---------------------------- NUMBER OF AMOUNT OF CONTRACTS PREMIUMS - ------------------------------------------------------------------------- Options outstanding as of December 31, 2002 -- $ -- Options written 2,840 436,467 Options closed or expired (2,460) (335,012) Options exercised (380) (101,455) ---------------------------- Options outstanding as of December 31, 2003 -- $ -- ============================ 16 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA - -------------------------------------------------------------------------------- 6. ILLIQUID OR RESTRICTED SECURITIES As of December 31, 2003, investments in securities included issues that are illiquid or restricted. Restricted securities are purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and are valued under methods approved by the Board of Trustees as reflecting fair value. A security may also be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Fund intends to invest no more than 15% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid or restricted securities. Certain restricted securities, eligible for resale to qualified institutional investors, are not subject to that limitation. The aggregate value of illiquid or restricted securities subject to this limitation as of December 31, 2003 was $3,061,656, which represents 0.27% of the Fund's net assets, all of which is considered restricted. Information concerning restricted securities is as follows:
ACQUISITION VALUATION AS OF UNREALIZED SECURITY DATES COST DECEMBER 31, 2003 DEPRECIATION - --------------------------------------------------------------------------------------------------------------- STOCKS AND/OR WARRANTS Axsun Technologies, Inc., Cv., Series C 12/13/00 $37,000,003 $1,350,326 $35,649,677 Blaze Network Products, Inc., 8% Cv., Series D 10/17/00 7,346,317 -- 7,346,317 BroadBand Office, Inc., Cv., Series C 8/28/00 4,000,015 -- 4,000,015 Centerpoint Broadband Technologies, Inc., Cv., Series D 10/23/00 13,999,997 -- 13,999,997 Centerpoint Broadband Technologies, Inc., Cv., Series Z 5/26/00 6,999,992 -- 6,999,992 fusionOne, Inc., 8% Non-Cum. Cv., Series D 9/6/00 14,465,368 95,104 14,370,264 MicroPhotonix Integration Corp., Cv., Series C 7/6/00 4,000,004 -- 4,000,004 Multiplex, Inc., Cv., Series C 2/9/01 17,150,662 1,447,786 15,702,876 Questia Media, Inc., Cv., Series B 8/18/00 8,999,999 168,440 8,831,559
- -------------------------------------------------------------------------------- 7. BORROWING AND LENDING ARRANGEMENTS The Fund entered into an "interfund borrowing and lending arrangement" with other funds in the Oppenheimer funds complex, to allow funds to borrow for liquidity purposes. The arrangement was initiated pursuant to exemptive relief granted by the Securities and Exchange Commission (the SEC) to allow these affiliated funds to lend money to, and borrow money from, each other, in an attempt to reduce borrowing costs below those of bank loan facilities. The SEC's order requires the Fund's Board of Trustees to adopt operating policies and procedures to administer interfund borrowing and lending. Under the arrangement the Fund may lend money to other Oppenheimer funds and may borrow from other Oppenheimer funds at a rate set by the Fund's Board of Trustees, based upon a recommendation by the Manager. The Fund's borrowings, if any, are subject to asset coverage requirements under the Investment Company Act and the provisions of the SEC order and other applicable regulations. If the Fund borrows money, there is a risk that the loan could be called on one day's notice, in which case the Fund might have to borrow from a bank at higher rates if a loan were not available from another Oppenheimer fund. If the Fund lends money to another fund, it will be subject to the risk that the other fund might not repay the loan in a timely manner, or at all. The Fund had no interfund borrowings or loans outstanding during the year ended or at December 31, 2003. 17 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA INDEPENDENT AUDITORS' REPORT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER AGGRESSIVE GROWTH FUND/VA: We have audited the accompanying statement of assets and liabilities of Oppenheimer Aggressive Growth Fund/VA, a series of Oppenheimer Variable Account Funds, including the statement of investments, as of December 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods indicated. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2003, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Aggressive Growth Fund/VA as of December 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. DELOITTE & TOUCHE LLP Denver, Colorado February 12, 2004 18 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In early 2004, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2003. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities ("portfolio proxies") held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, (ii) on the Fund's website at www.oppenheimerfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund will be required to file new Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The first such filing is due no later than August 31, 2004, for the twelve months ended June 30, 2004. Once filed, the Fund's Form N-PX filing will be available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, and (ii) on the SEC's website at www.sec.gov. 19 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA TRUSTEES AND OFFICERS Unaudited - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ NAME, POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS; OTHER TRUSTEESHIPS/DIRECTORSHIPS HELD BY TRUSTEE; FUND, LENGTH OF SERVICE, AGE NUMBER OF FUNDS IN FUND COMPLEX CURRENTLY OVERSEEN BY TRUSTEE INDEPENDENT THE ADDRESS OF EACH TRUSTEE IN THE CHART BELOW IS 6803 S. TUCSON WAY, CENTENNIAL, CO TRUSTEES 80112-3924. EACH TRUSTEE SERVES FOR AN INDEFINITE TERM, UNTIL HIS OR HER RESIGNATION, RETIREMENT, DEATH OR REMOVAL. WILLIAM L. ARMSTRONG, Chairman of the following private mortgage banking companies: Cherry Creek Mortgage Company Chairman of the Board (since 1991), Centennial State Mortgage Company (since 1994), The El Paso Mortgage Company (since 2003) and (since 1993), Transland Financial Services, Inc. (since 1997); Chairman of the following Trustee (since 1999) private companies: Great Frontier Insurance (insurance agency) (since 1995), Ambassador Media Age: 66 Corporation and Broadway Ventures (since 1984); a director of the following public companies: Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992) and UNUMProvident (insurance company) (since 1991). Mr. Armstrong is also a Director/ Trustee of Campus Crusade for Christ and the Bradley Foundation. Formerly a director of the following: Storage Technology Corporation (a publicly-held computer equipment company) (1991-February 2003), and International Family Entertainment (television channel) (1992-1997), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-1999), and Frontier Title (title insurance agency) (1995-June 1999); a U.S. Senator (January 1979-January 1991). Oversees 38 portfolios in the OppenheimerFunds complex. ROBERT G. AVIS, Formerly, Director and President of A.G. Edwards Capital, Inc. (General Partner of private Trustee (since 1993) equity funds) (until February 2001); Chairman, President and Chief Executive Officer of A.G. Age: 72 Edwards Capital, Inc. (until March 2000); Vice Chairman and Director of A.G. Edwards, Inc. and Vice Chairman of A.G. Edwards & Sons, Inc. (its brokerage company subsidiary) (until March 1999); Chairman of A.G. Edwards Trust Company and A.G.E. Asset Management (investment advisor) (until March 1999); and a Director (until March 2000) of A.G. Edwards & Sons and A.G. Edwards Trust Company. Oversees 38 portfolios in the OppenheimerFunds complex. GEORGE C. BOWEN, Formerly (until April 1999): Senior Vice President (from September 1987) and Treasurer (from Trustee (since 1997) March 1985) of OppenheimerFunds, Inc. (the Manager); Vice President (from June 1983) and Age: 67 Treasurer (since March 1985) of OppenheimerFunds Distributor, Inc. (a subsidiary of the Manager); Senior Vice President (since February 1992), Treasurer (since July 1991) Assistant Secretary and a director (since December 1991) of Centennial Asset Management Corporation; Vice President (since October 1989) and Treasurer (since April 1986) of HarbourView Asset Management Corporation (an investment advisory subsidiary of the Manager); President, Treasurer and a director (June 1989-January 1990) of Centennial Capital Corporation (an investment advisory subsidiary of the Manager); Vice President and Treasurer (since August 1978) and Secretary (since April 1981) of Shareholder Services, Inc. (a transfer agent subsidiary of the Manager); Vice President, Treasurer and Secretary (since November 1989) of Shareholder Financial Services, Inc. (a transfer agent subsidiary of the Manager); Assistant Treasurer (since March 1998) of Oppenheimer Acquisition Corp. (the Manager's parent corporation); Treasurer (since November 1989) of Oppenheimer Partnership Holdings, Inc. (a holding company subsidiary of the Manager); Vice President and Treasurer (since July 1996) of Oppenheimer Real Asset Management, Inc. (an investment advisory subsidiary of the Manager); Chief Executive Officer and director (since March 1996) of MultiSource Services, Inc. (a broker-dealer subsidiary of the Manager); Treasurer (since October 1997) of OppenheimerFunds International Ltd. and OppenheimerFunds plc (offshore fund management subsidiaries of the Manager). Oversees 38 portfolios in the OppenheimerFunds complex. EDWARD L. CAMERON, A member of The Life Guard of Mount Vernon, George Washington's home (since June 2000). Trustee (since 1999) Formerly (March 2001 - May 2002) Director of Genetic ID, Inc. and its subsidiaries (a privately Age: 65 held biotech company); a partner with PricewaterhouseCoopers LLP (from 1974-1999) (an accounting firm) and Chairman (from 1994-1998), Price Waterhouse LLP Global Investment Management Industry Services Group. Oversees 38 portfolios in the OppenheimerFunds complex. JON S. FOSSEL, Chairman and Director (since 1998) of Rocky Mountain Elk Foundation (a not-for-profit Trustee (since 1990) foundation); and a director (since October 1999) of P.R. Pharmaceuticals (a privately held Age: 61 company) and UNUMProvident (an insurance company) (since June 1, 2002). Formerly Chairman and a director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and a director of Oppenheimer Acquisition Corp., Shareholders Services Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex.
20 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA
SAM FREEDMAN, Director of Colorado Uplift (a non-profit charity) (since September 1984). Formerly (until Trustee (since 1996) October 1994) Mr. Freedman held several positions in subsidiary or affiliated companies of the Age: 63 Manager. Oversees 38 portfolios in the OppenheimerFunds complex. BEVERLY L. HAMILTON, Trustee (since 1996) of MassMutual Institutional Funds and of MML Series Investment Fund Trustee (since 2002) (open-end investment companies); Director of MML Services (since April 1987) and America Funds Age: 57 Emerging Markets Growth Fund (since October 1991) (both are investment companies), The California Endowment (a philanthropy organization) (since April 2002), and Community Hospital of Monterey Peninsula, (since February 2002); a trustee (since February 2000) of Monterey International Studies (an educational organization), and an advisor to Unilever (Holland)'s pension fund and to Credit Suisse First Boston's Sprout venture capital unit. Mrs. Hamilton also is a member of the investment committees of the Rockefeller Foundation, the University of Michigan and Hartford Hospital. Formerly, President (February 1991-April 2000) ARCO Investment Management Company. Oversees 37 portfolios in the OppenheimerFunds complex. ROBERT J. MALONE, Chairman and CEO (since 2003) of Steele Street State Bank (a commercial banking entity); Trustee (since 2002) Director (since 2001) of Jones Knowledge, Inc. (a privately held company), U.S. Exploration, Age: 59 Inc., (since 1997), Colorado UpLIFT (a non-profit organization) (since 1986) and a trustee of the Gallagher Family Foundation (non-profit organization) (since 2000). Formerly, Chairman of U.S. Bank (a subsidiary of U.S. Bancorp and formerly Colorado National Bank,) (July 1996-April 1, 1999) and a director of Commercial Assets, Inc. (a REIT) (1993-2000). Oversees 37 portfolios in the OppenheimerFunds complex. F. WILLIAM MARSHALL, JR., Trustee (since 1996) of MassMutual Institutional Funds and of MML Series Investment Fund Trustee (since 2000) (open-end investment companies); Trustee (since 1987), Chairman of the Board (since 2003) and Age: 61 Chairman of the investment committee (since 1994) for the Worcester Polytech Institute; President and Treasurer (since January 1999) of the SIS Fund (a private not for profit charitable fund); Trustee (since 1995) of the Springfield Library and Museum Association; Trustee (since 1996) of the Community Music School of Springfield. Formerly, member of the investment committee of the Community Foundation of Western Massachusetts (1998 - 2003); Chairman (January 1999-July 1999) of SIS & Family Bank, F.S.B. (formerly SIS Bank); President, Chief Executive Officer and Director (May 1993-December 1998) of SIS Bankcorp, Inc. and SIS Bank (formerly Springfield Institution for Savings) and Executive Vice President (January 1999-July 1999) of Peoples Heritage Financial Group, Inc. Oversees 38 portfolios in the OppenheimerFunds complex. - ------------------------------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEE THE ADDRESS OF MR. MURPHY IN THE CHART BELOW IS TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, AND OFFICER NEW YORK, NY 10281-1008. MR. MURPHY SERVES FOR AN INDEFINITE TERM, UNTIL HIS RESIGNATION, DEATH OR REMOVAL. JOHN V. MURPHY, Chairman, Chief Executive Officer and director (since June 2001) and President (since September President and Trustee 2000) of the Manager; President and a director or trustee of other Oppenheimer funds; President (since 2001) and a director (since July 2001) of Oppenheimer Acquisition Corp. and of Oppenheimer Age: 54 Partnership Holdings, Inc.; a director (since November 2001) of OppenheimerFunds Distributor, Inc.; Chairman and a director (since July 2001) of Shareholder Services, Inc. and of Shareholder Financial Services, Inc.; President and a director (since July 2001) of OppenheimerFunds Legacy Program (a charitable trust program established by the Manager); a director of the following investment advisory subsidiaries of OppenheimerFunds, Inc.: OFI Institutional Asset Management, Inc. and Centennial Asset Management Corporation (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 1, 2001) and a director (since July 2001) of Oppenheimer Real Asset Management, Inc.; a director (since November 2001) of Trinity Investment Management Corp. and Tremont Advisers, Inc. (investment advisory affiliates of the Manager); Executive Vice President (since February 1997) of Massachusetts Mutual Life Insurance Company (the Manager's parent company); a director (since June 1995) of DLB Acquisition Corporation (a holding company that owns shares of David L. Babson & Company, Inc.); formerly, Chief Operating Officer (September 2000-June 2001) of the Manager; President and trustee (November 1999-November 2001) of MML Series Investment Fund and MassMutual Institutional Funds (open-end investment companies); a director (September 1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer and director (September 1999-August 2000) of MML Bay State Life Insurance Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank (a wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 72 portfolios as a Trustee/Officer and 10 portfolios as an Officer in the OppenheimerFunds complex.
21 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA TRUSTEES AND OFFICERS Unaudited / Continued - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS THE ADDRESS OF THE OFFICERS IN THE CHART BELOW IS AS FOLLOWS: FOR MESSRS. O'HARE AND MR. ZACK, TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, NEW YORK, NY 10281-1008, FOR MR. WIXTED, 6803 S. TUCSON WAY, CENTENNIAL, CO 80112-3924. EACH OFFICER SERVES FOR AN ANNUAL TERM OR UNTIL HIS OR HER EARLIER RESIGNATION, DEATH OR REMOVAL. JOHN O'HARE, Vice President of the Manager (since September 2003); an officer of 2 portfolios in the Vice President and OppenheimerFunds complex. Formerly Executive Vice President and Portfolio Manager (June 2000 - Portfolio Manager August 2003) and Portfolio Manager and Senior Vice President (August 1997 - June 2000) at (since 2003) Geneva Capital Management, Ltd. (an investment advisor). Mr. O'Hare holds a BBA in Finance and Age: 45 Economics from the University of Wisconsin and is a Chartered Financial Analyst. BRIAN W. WIXTED, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer (since March Treasurer (since 1999) 1999) of HarbourView Asset Management Corporation, Shareholder Services, Inc., Oppenheimer Real Age: 44 Asset Management Corporation, Shareholder Financial Services, Inc., Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (offshore fund management subsidiaries of the Manager) (since May 2000) and OFI Institutional Asset Management, Inc. (since November 2000); Treasurer and Chief Financial Officer (since May 2000) of OFI Trust Company (a trust company subsidiary of the Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy Program (since April 2000); formerly Principal and Chief Operating Officer (March 1995-March 1999), Bankers Trust Company-Mutual Fund Services Division. An officer of 82 portfolios in the OppenheimerFunds complex. ROBERT G. ZACK, Executive Vice President (since January 2004) and General Counsel (since February 2002) of the Vice President and Secretary Manager; General Counsel and a director (since November 2001) of OppenheimerFunds Distributor, (since 2001) Inc.; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset Age: 55 Management Corporation; Vice President and a director (since November 2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice President, General Counsel and a director (since November 2001) of Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI Private Investments, Inc., OFI Trust Company and OFI Institutional Asset Management, Inc.; General Counsel (since November 2001) of Centennial Asset Management Corporation; a director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Assistant Secretary and a director (since November 2001) of OppenheimerFunds International Ltd.; Vice President (since November 2001) of OppenheimerFunds Legacy Program; Secretary (since November 2001) of Oppenheimer Acquisition Corp.; formerly Senior Vice President (May 1985-January 2004), Acting General Counsel (November 2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001); OppenheimerFunds International Ltd. And OppenheimerFunds plc (October 1997-November 2001). An officer of 82 portfolios in the OppenheimerFunds complex.
THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUND'S TRUSTEES AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST. 22 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA ITEM 2. CODE OF ETHICS The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Trustees of the Fund has determined that Edward L. Cameron, the Chairman of the Board's Audit Committee, and George C. Bowen, a member of the Board's Audit Committee, possess the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as "audit committee financial experts," and has designated Messrs. Cameron and Bowen as the Audit Committee's financial experts. Messrs. Cameron and Bowen are "independent" Trustees pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES (a) Audit Fees The principal accountant for the audit of the registrant's annual financial statements billed $28,000 in fiscal 2003 and $27,500 in fiscal 2002. (b) Audit-Related Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees to the registrant during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $75,000 in fiscal 2003 and $65,000 in fiscal 2002 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include, among others: due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews and consultation concerning financial accounting and reporting standards. (c) Tax Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees to the registrant during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $11,600 in fiscal 2003 and $6,500 in fiscal 2002 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include, among others: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities. (d) All Other Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees to the registrant during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $0 in fiscal 2003 and $3,500 in fiscal 2002 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include services provided to the registrant's Board of Trustees with respect to the annual renewal of the registrant's investment advisory agreement. (e) (1) During its regularly scheduled periodic meetings, the registrant's audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant. The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting. Pre-approval of non-audit services is waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit. (2) 100% (f) Not applicable as less than 50%. (g) The principal accountant for the audit of the registrant's annual financial statements billed $86,600 in fiscal 2003 and $75,000 in fiscal 2002 to the registrant and the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934. (h) The registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account's independence. No such services were rendered. ITEM 5. NOT APPLICABLE ITEM 6. RESERVED ITEM 7. NOT APPLICABLE ITEM 8. NOT APPLICABLE ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable for fiscal periods ending December 31, 2003. ITEM 10. CONTROLS AND PROCEDURES (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of December 31, 2003, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls over financial reporting that occurred during the registrant's second fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 11. EXHIBITS. (A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT) (B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS) EX-99.CODE 3 ex99_code-620.txt EX-99.CODE ETH CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF THE OPPENHEIMER FUNDS AND OF OPPENHEIMERFUNDS, INC. This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the "Code") has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as "OFI") acts as investment adviser (individually, a "Fund" and collectively, the "Funds"), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406. This Code applies to each Fund's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions ("Covered Officers"). A listing of positions currently within the ambit of Covered Officers is attached as EXHIBIT A.(1) 1. Purpose of the Code This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and in other public ommunications made by the Fund; o compliance with applicable governmental laws, rules and regulations; o the prompt internal reporting of violations of this Code to the Code Administrator identified below; and o accountability for adherence to this Code. In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund's financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds' business and affairs in an honest and ethical manner. - -------- 1 The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by the Oppenheimer Funds dated May 15, 2002, under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI's fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds. 2. Prohibitions The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders. No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders. No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations. No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund: (i) employ any device, scheme or artifice to defraud a Fund or its shareholders; (ii) intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public; (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders; (iv) engage in any manipulative practice with respect to any Fund; (v) use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders; (vi) intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund; (vii) intentionally mislead or omit to provide material information to the Fund's independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters; (viii) fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws; (ix) retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or (x) fails to acknowledge or certify compliance with this Code if requested to do so. 3. Reports of Conflicts of Interests If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer's reasonable belief, the appearance of one, he or she must immediately report the matter to the Code's Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI's Chief Executive Officer. Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund's Board of Trustees/Directors. 4. Waivers Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund. In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider hether the proposed waiver: : (i) is prohibited by this Code; (ii) is consistent with honest and ethical conduct; and (iii) will result in a conflict of interest between the Covered Officer's personal and professional obligations to a Fund. In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund's Board of Trustees/Directors. 5. Reporting Requirements (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code. (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto. (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser. (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments. (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code. (f) Any changes to or waivers of this Code, including "implicit" waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules.(2) 6. Annual Renewal At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund's legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code. 7. Sanctions Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI. 8. Administration and Construction (a) The administration of this Code of Ethics shall be the responsibility of OFI's General Counsel or his designee as the "Code Administrator" of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds. (b) The duties of such Code Administrator will include: (i) Continuous maintenance of a current list of the names of all Covered Officers; (ii) Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder; (iii) Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder; (iv) Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations; (v) Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the - ----------- 2 An "implicit waiver" is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, an executive officer of the Fund or OFI. affected Fund(s) or any committee appointed by them to deal with such information; and (vi) Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code. (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment. 9. Required Records The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred): (a) A copy of any Code which has been in effect during the period; (b) A record of any violation of any such Code and of any action taken as a result of such violation, during the period; (c) A copy of each annual report pursuant to the Code made by a Covered Officer during the period; (d) A copy of each report made by the Code Administrator pursuant to this Code during the period; (e) A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports; (f) A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and (g) A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision. 10. Amendments and Modifications This Code may not be amended or modified except by an amendment in writing which is approved or ratified by OFI and by a majority vote of the Independent Trustees/Directors of each of the applicable Funds. 11. Confidentiality. This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process. Dated as of: June 25, 2003 Adopted by Board I of the Oppenheimer Funds June 13, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board II of the Oppenheimer/Centennial Funds June 24, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board III of the Oppenheimer Funds June 9, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board IV of the Oppenheimer Funds May 21, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by the Boards of Directors of OppenheimerFunds, Inc. and its subsidiaries and affiliates that act as investment adviser to the Oppenheimer or Centennial funds June 1, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Senior Vice President and General Counsel EXHIBIT A POSITIONS COVERED BY THIS CODE OF ETHICS FOR SENIOR OFFICERS Each Oppenheimer or Centennial fund Principal Executive Officer Principal Financial Officer Treasurer Assistant Treasurer Personnel of OFI who by virtue of their jobs perform critical financial and accounting functions for OFI on behalf of a Fund, including: Treasurer Senior Vice President/Fund Accounting Vice President/Fund Accounting EX-99.CERT 4 ex99_302cert-620.txt EX99_302CERT-620 Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, JOHN V. MURPHY, certify that: -------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer Aggressive Growth Fund/VA; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 2/11/04 /s/John V. Murphy --------------------------- John V. Murphy Chief Executive Officer Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, BRIAN W. WIXTED, certify that: --------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer Aggressive Growth Fund/VA; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 2/11/04 /s/Brian W. Wixted ---------------------------- Brian W. Wixted Chief Financial Officer EX-99.906 5 ex99_906cert-620.txt EX99_906CERT-620 EX-99.906CERT Section 906 Certifications CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003 JOHN V. MURPHY, Chief Executive Officer, and BRIAN W. WIXTED, Chief Financial Officer, of Oppenheimer Aggressive Growth Fund/VA (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended December 31, 2003 (the "Form N-CSR") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. Chief Executive Officer Chief Financial Officer Oppenheimer Aggressive Oppenheimer Aggressive Growth Fund/VA Growth Fund/VA /s/John V. Murphy /s/Brian W. Wixted - ---------------------------- --------------------------- John V. Murphy Brian W. Wixted Date: 2/11/04 Date: 2/11/04 -----END PRIVACY-ENHANCED MESSAGE-----