nvcsr

OPPENHEIMER MIDCAP FUND/VA

Fund Objective: The Fund seeks capital appreciation by investing in “growth type” companies.

Portfolio Manager: Ronald J. Zibelli, Jr.

Average Annual Total Returns
For the Periods Ended 12/31/09

1-Year

5-Year

10-Year

Non-Service Shares

32.61

–3.64

–5.80

Since

Inception

1-Year

5-Year

(10/16/00)

Service Shares

32.26

–3.91

–8.55

Expense Ratios
For the Fiscal Year Ended 12/31/09


	Gross Expense		Net Expense
	Ratios		Ratios

Non-Service Shares	0.86	%	0.71	%
Service Shares	1.12		0.97

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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, 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. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account. The net expense ratios take into account a voluntary fee waiver or expense reimbursement, without which performance would have been less. This undertaking may be modified or terminated at any time.

Sector Allocation

l Information Technology 26.3% Software 9.2 Semiconductors & Semiconductor Equipment 5.9 Internet Software & Services 4.1 IT Services 2.5 Communications Equipment 2.0 Electronic Equipment & Instruments 1.3 Computers & Peripherals 1.3 l Consumer Discretionary 17.4 l Health Care 16.5 l Industrials 12.5 l Financials 9.2 l Energy 7.3 l Materials 5.3 l Consumer Staples 3.0 l Telecommunication Services 2.5

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on the total market value of common stocks.

Top Ten Common Stock Holdings


Alexion Pharmaceuticals, Inc.	2.1	%
C.H. Robinson Worldwide, Inc.	1.9
Concho Resources, Inc.	1.9
Edwards Lifesciences Corp.	1.8
Cognizant Technology Solutions Corp.	1.8
Salesforce.com, Inc.	1.6
Cameron International Corp.	1.5
Lubrizol Corp. (The)	1.5
MEDNAX, Inc.	1.5
Polo Ralph Lauren Corp., Cl. A	1.5

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on net assets.

Investors should consider the Fund’s investment objectives, risks, 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.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

Shares of Oppenheimer funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.

2 | OPPENHEIMER MIDCAP FUND/VA

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. During the twelve-month reporting period, Oppenheimer MidCap Fund/VA’s Non-Service shares returned 32.61%, underperforming the Russell Midcap^® Growth Index (the “Index”), which returned 46.29% over the same timespan.

In our opinion, the primary cause of the Fund’s unfavorable stock selection was a pronounced market shift during the second and third quarters of the period out of relatively higher-quality stocks, and into lower-quality stocks that had declined the most during the bear market. This change in market leadership has occurred in previous market cycles as the appetite for risk returns, but tends to be temporary in nature. In the last quarter of the period, the Fund’s Non-Service shares outperformed the Index.

The global recession that defined 2008 continued in the first half of 2009, as unemployment rates climbed, housing prices slumped and consumer confidence remained depressed. The economic downturn was intensified by a global banking crisis that led to the failures of several major financial institutions and nearly frozen conditions in some credit markets. In response, the U.S. Federal Reserve (the “Fed”) reduced short-term interest rates aggressively, including a cut in mid-December 2008 that drove its target for the overnight federal funds rate to an unprecedented low of 0% to 0.25%.

Pronounced signs of economic weakness persisted through the first half of 2009. After declining in the fourth quarter of 2008, U.S. Gross Domestic Product (“GDP”) continued to decline in the first and second quarters of 2009, falling by 6.4% and 0.7%, respectively. January 2009’s economic news included a sharp decline in housing prices compared to one year earlier. In February and March, the U.S. economy lost more than 600,000 jobs in each month and consumer confidence dropped sharply. In early March, the U.S. stock market hit a multi-year low.

Investor sentiment soon began to improve as evidence appeared that global credit markets were thawing in response to massive remedial efforts by U.S. government and monetary authorities. The U.S. government enacted the $787 billion American Recovery and Reinvestment Act of 2009, which was designed to retain and create jobs, provide budget relief to states and localities, maintain social programs and offer tax relief to businesses and individuals.

As it became clearer that these remedial measures had helped to avert a collapse of the U.S. banking system and with historically low valuations, equities began an impressive rally that began in March 2009 and continued through the end of the reporting period. While volatility persisted, most global equity markets ended the reporting period with substantial gains.

For the first time since the second quarter of 2008, GDP growth was once again positive in the third quarter of 2009, increasing at a modest rate. The initial estimates for 2009 fourth quarter GDP signaled a faster rate of growth for the economy heading into 2010. Nevertheless, some of the lagging indicators, such as unemployment figures, continued to be troubling and hovered at around 10% in the U.S. The housing market continued to slump through the end of the reporting period and consumer confidence remained shaky. Despite the strong equity market gains in the second half of the reporting period, wariness persisted about the economic landscape for 2010. Given the perceived fragility of the economic recovery, the Fed consistently maintained its low target for short-term interest rates through the reporting period’s end.

Relative to the Index, the Fund’s greatest detractors on a sector basis were consumer discretionary, health care and industrials, due primarily to weaker relative stock selection. Within consumer discretionary, overweights to Burger King Holdings, Inc., New Oriental Education & Technology Group, Inc. and Strayer Education, Inc. detracted from results. We exited our position in Burger King Holdings, Inc. and New Oriental Education & Technology Group, Inc. over the reporting period. Despite underperforming during the tumultuous reporting period, we continued to maintain a position in Strayer Education, Inc. In terms of health care, overweight positions in C.R. Bard, Inc., Cephalon, Inc. and Shire plc detracted from results, as these securities underperformed during the period. We exited our position in all three holdings during the reporting period. In industrials, individual detractors to performance included Stericycle, Inc., Clean Harbors, Inc. and FTI Consulting, Inc, the latter two of which we exited.

In terms of contributors to relative performance, the Fund outperformed the Index primarily within the information technology and utilities sectors. In information technology, stock selection was the primary driver of outperformance for the Fund. Rovi Corp., Salesforce.com, Inc., Cognizant Technology Solutions Corp., Equinix, Inc. and NetApp, Inc. were

3 | OPPENHEIMER MIDCAP FUND/VA

FUND PERFORMANCE DISCUSSION

among the top performing securities within information technology. These securities produced strong results during the period, and our overweight position to each of them added to Fund performance. We exited our position and locked in our gains in Rovi Corp. during the reporting period. Within the utilities sector, the Fund’s underweight position to what was the weakest performing sector of the Index contributed positively to relative performance.

At period end, the Fund had its largest overweights to health care, energy, information technology and telecommunication services. The Fund’s largest underweights were to consumer staples, utilities and industrials. At period end, the Fund did not hold any securities in the utilities sector. During the reporting period, we exited certain positions (some of which were noted above) as we continued to strive to seek higher-quality stocks that meet our criteria and we feel are poised to benefit in the post-recessionary period. We believe that 2010 will mark a return of fundamentals in which higher-quality stocks will generally outperform lower-quality stocks.

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, 2009. 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. Past performance cannot guarantee future results.

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, and the Russell Midcap^® Growth Index, an unmanaged index of medium-capitalization domestic growth stocks. The indices performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. 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.

4 | OPPENHEIMER MIDCAP FUND/VA

FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.


	Beginning		Ending	Expenses
	Account		Account	Paid During
	Value		Value	6 Months Ended
	July 1, 2009		December 31, 2009	December 31, 2009

Actual
Non-Service shares	$	1,000.00	$1,232.60	$4.11
Service shares		1,000.00	1,231.10	5.52

Hypothetical (5% return before expenses)
Non-Service shares		1,000.00	1,021.53	3.73
Service shares		1,000.00	1,020.27	5.00

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended December 31, 2009 are as follows:


Class	Expense Ratios

Non-Service shares		0.73	%
Service shares		0.98

The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager that can be terminated at any time, without advance notice. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

6 | OPPENHEIMER MIDCAP FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Shares		Value

Common Stocks—98.6%
Consumer Discretionary—17.2%
Diversified Consumer Services—1.3%
Education Management Corp.¹		172,400	$	3,794,524
Strayer Education, Inc.		18,100		3,846,069

				7,640,593

Hotels, Restaurants & Leisure—2.3%
Chipotle Mexican Grill, Inc., Cl. A¹		43,030		3,793,525
Panera Bread Co., Cl. A¹		73,500		4,922,295
WMS Industries, Inc.¹		116,014		4,640,560

				13,356,380

Household Durables—0.8%
Tupperware Brands Corp.		98,500		4,587,145
Media—1.5%
Discovery Communications, Inc.¹		183,400		5,624,878
Scripps Networks Interactive, Cl. A		67,500		2,801,250

				8,426,128

Multiline Retail—2.3%
Dollar Tree, Inc.¹		169,150		8,169,945
Nordstrom, Inc.		128,700		4,836,546

				13,006,491

Specialty Retail—6.1%
American Eagle Outfitters, Inc.		188,900		3,207,522
Chico’s FAS, Inc.¹		333,400		4,684,270
Guess?, Inc.		151,100		6,391,530
J. Crew Group, Inc.¹		167,600		7,498,424
Tiffany & Co.		130,400		5,607,200
Urban Outfitters, Inc.¹		221,580		7,753,084

				35,142,030

Textiles, Apparel & Luxury Goods—2.9%
Phillips/Van Heusen Corp.		64,300		2,615,724
Polo Ralph Lauren Corp., Cl. A		102,840		8,327,983
Warnaco Group, Inc. (The)¹		127,500		5,379,225

				16,322,932

Consumer Staples—2.9%
Food Products—1.8%
J.M. Smucker Co. (The)		95,100		5,872,425
TreeHouse Foods, Inc.¹		115,200		4,476,672

				10,349,097

Household Products—0.7%
Church & Dwight Co., Inc.		65,300		3,947,385
Personal Products—0.4%
Nu Skin Asia Pacific, Inc., Cl. A		99,500		2,673,565
Energy—7.2%
Energy Equipment & Services—2.4%
Cameron International Corp.¹		210,750		8,809,350
Oceaneering International, Inc.¹		83,100		4,863,012

				13,672,362

Oil, Gas & Consumable Fuels—4.8%
Concho Resources, Inc.¹		238,850		10,724,365
EXCO Resources, Inc.		265,600		5,638,688
Petrohawk Energy Corp.¹		210,300		5,045,097
Range Resources Corp.		125,246		6,243,513

				27,651,663

Financials—9.0%
Capital Markets—4.6%
Greenhill & Co., Inc.		47,600		3,819,424
Jefferies Group, Inc.¹		304,800		7,232,904
Stifel Financial Corp.¹		130,100		7,707,124
Waddell & Reed Financial, Inc., Cl. A		258,900		7,906,806

				26,666,258

Commercial Banks—0.8%
Signature Bank¹		139,400		4,446,860
Diversified Financial Services—0.6%
MSCI, Inc., Cl. A¹		104,610		3,326,598
Insurance—1.1%
Assured Guaranty Ltd.		165,700		3,605,632
RenaissanceRe Holdings Ltd.		51,160		2,719,154

				6,324,786

Real Estate Investment Trusts—1.0%
Digital Realty Trust, Inc.		113,200		5,691,696
Real Estate Management &
Development—0.9%
Jones Lang LaSalle, Inc.		87,400		5,278,960
Health Care—16.3%
Biotechnology—4.5%
Alexion Pharmaceuticals, Inc.¹		247,300		12,073,186
Human Genome Sciences, Inc.¹		151,300		4,629,780
Myriad Genetics, Inc.¹		147,650		3,853,665
United Therapeutics Corp.¹		95,300		5,017,545

				25,574,176

Health Care Equipment & Supplies—4.3%
Edwards Lifesciences Corp.¹		120,570		10,471,505
IDEXX Laboratories, Inc.¹		108,340		5,789,690

F1 | OPPENHEIMER MIDCAP FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Health Care Equipment & Supplies Continued
ResMed, Inc.¹		55,800	$	2,916,666
Thoratec Corp.¹		210,300		5,661,276

				24,839,137

Health Care Providers & Services—5.3%
Catalyst Health Solutions, Inc.¹		89,800		3,275,006
Genoptix, Inc.¹		147,011		5,223,301
HMS Holdings Corp.¹		150,500		7,327,845
MEDNAX, Inc.¹		144,700		8,697,917
Schein (Henry), Inc.¹		107,170		5,637,142

				30,161,211

Health Care Technology—0.9%
Cerner Corp.¹		65,900		5,432,796
Life Sciences Tools & Services—0.5%
Illumina, Inc.¹		99,101		3,037,446
Pharmaceuticals—0.8%
Perrigo Co.		114,110		4,546,142
Industrials—12.3%
Aerospace & Defense—0.9%
Rockwell Collins, Inc.		98,600		5,458,496
Air Freight & Logistics—1.9%
C.H. Robinson Worldwide, Inc.		187,480		11,010,700
Commercial Services & Supplies—2.0%
Stericycle, Inc.¹		118,122		6,516,791
Waste Connections, Inc.¹		141,600		4,720,944

				11,237,735

Electrical Equipment—1.3%
Regal-Beloit Corp.		88,800		4,612,272
Roper Industries, Inc.		51,600		2,702,292

				7,314,564

Machinery—3.7%
Bucyrus International, Inc.		104,300		5,879,391
Flowserve Corp.		54,000		5,104,620
Gardner Denver, Inc.		140,081		5,960,447
Nordson Corp.		72,300		4,423,314

				21,367,772

Professional Services—2.5%
IHS, Inc., Cl. A¹		79,280		4,345,337
Manpower, Inc.		76,500		4,175,370
Monster Worldwide, Inc.¹		150,000		2,610,000
Verisk Analytics, Inc., Cl. A¹		99,540		3,014,071

				14,144,778

Information Technology—26.0%
Communications Equipment—2.0%
F5 Networks, Inc.¹		137,700		7,295,346
Juniper Networks, Inc.¹		155,100		4,136,517

				11,431,863

Computers & Peripherals—1.3%
NetApp, Inc.¹		209,870		7,217,429
Electronic Equipment &
Instruments—1.3%
Amphenol Corp., Cl. A		96,810		4,470,686
FLIR Systems, Inc.¹		90,700		2,967,704

				7,438,390

Internet Software & Services—4.1%
Equinix, Inc.¹		68,983		7,322,545
GSI Commerce, Inc.¹		179,800		4,565,122
Mercadolibre, Inc.¹		43,802		2,272,010
Rackspace Hosting, Inc.¹		144,200		3,006,570
VistaPrint NV¹		110,370		6,253,564

				23,419,811

IT Services—2.4%
Cognizant Technology Solutions Corp.¹		229,610		10,401,333
Global Payments, Inc.		67,300		3,624,778

				14,026,111

Semiconductors & Semiconductor Equipment—5.8%
Broadcom Corp., Cl. A¹		141,400		4,447,030
Lam Research Corp.¹		209,220		8,203,516
Marvell Technology Group Ltd.¹		314,700		6,530,025
Netlogic Microsystems, Inc.¹		101,400		4,690,764
Silicon Laboratories, Inc.¹		118,400		5,723,456
Varian Semiconductor Equipment Associates, Inc.¹		109,800		3,939,624

				33,534,415

Software—9.1%
Ansys, Inc.¹		138,830		6,033,552
Concur Technologies, Inc.¹		109,400		4,676,850
FactSet Research Systems, Inc.		92,780		6,111,419

Informatica Corp.¹		55,500		1,435,230
Longtop Financial Technologies Ltd., ADR¹		173,400		6,419,268
Nuance Communications, Inc.¹		278,100		4,321,674
Red Hat, Inc.¹		147,800		4,567,020
Salesforce.com, Inc.¹		123,780		9,131,251
Solarwinds, Inc.¹		143,600		3,304,236
Sybase, Inc.¹		136,300		5,915,420

				51,915,920

F2 | OPPENHEIMER MIDCAP FUND/VA


	Shares			Value

Materials—5.2%
Chemicals—2.1%
Airgas, Inc.		74,600		$	3,550,960
Lubrizol Corp. (The)		119,320			8,704,394

					12,255,354

Containers & Packaging—1.0%
Rock-Tenn Co., Cl. A		117,300			5,913,093
Metals & Mining—2.1%
Silver Wheaton Corp.¹		164,400			2,469,288
Steel Dynamics, Inc.		292,400			5,181,328
Thompson Creek Metals Co., Inc.¹		345,400			4,048,088

					11,698,704

Telecommunication Services—2.5%
Wireless Telecommunication Services—2.5%
American Tower Corp.¹		179,780			7,768,294
SBA Communications Corp.¹		187,070			6,390,310

					14,158,604

Total Common Stocks (Cost $450,312,111)					565,645,576

Investment Companies—1.9%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^2,3		46,893			46,893
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%^2,4		10,877,341			10,877,341

Total Investment Companies (Cost $10,924,234)					10,924,234

Total Investments, at Value (Cost $461,236,345)		100.5	%		576,569,810
Liabilities in Excess of Other Assets		(0.5	)		(2,789,055	)

Net Assets		100.0	%	$	573,780,755


Footnotes to Statement of Investments

1.		Non-income producing security.

2.		Rate shown is the 7-day yield as of December 31, 2009.

3.		Interest rate is less than 0.0005%.

4.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

Shares

Gross

Shares

December 31, 2008

Additions

Reductions

December 31, 2009

Oppenheimer Institutional Money Market Fund, Cl. E

28,742,391

248,128,858

265,993,908

10,877,341


	Value		Income

Oppenheimer Institutional Money Market Fund, Cl. E	$	10,877,341	$	121,804

F3 | OPPENHEIMER MIDCAP FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Valuation Inputs

Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1) Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

2) Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

3) Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:


					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	98,481,699	$	—	$	—	$	98,481,699
Consumer Staples		16,970,047		—		—		16,970,047
Energy		41,324,025		—		—		41,324,025
Financials		51,735,158		—		—		51,735,158
Health Care		93,590,908		—		—		93,590,908
Industrials		70,534,045		—		—		70,534,045
Information Technology		148,983,939		—		—		148,983,939
Materials		29,867,151		—		—		29,867,151
Telecommunication Services		14,158,604		—		—		14,158,604
Investment Companies		10,924,234		—		—		10,924,234

Total Assets	$	576,569,810	$	—	$	—	$	576,569,810

Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.

See accompanying Notes to Financial Statements.

F4 | OPPENHEIMER MIDCAP FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $450,359,004)	$	565,692,469
Affiliated companies (cost $10,877,341)		10,877,341

		576,569,810
Receivables and other assets:
Dividends		286,972
Shares of beneficial interest sold		498
Other		19,752

Total assets		576,877,032

Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		2,914,855
Shareholder communications		78,424
Transfer and shareholder servicing agent fees		48,123
Trustees’ compensation		16,259
Distribution and service plan fees		15,509
Other		23,107

Total liabilities		3,096,277

Net Assets	$	573,780,755


Composition of Net Assets
Par value of shares of beneficial interest	$	15,728
Additional paid-in capital		993,267,282
Accumulated net investment income		37,265
Accumulated net realized loss on investments		(534,872,985	)
Net unrealized appreciation on investments		115,333,465

Net Assets	$	573,780,755


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 $547,682,402 and 14,997,735 shares of beneficial interest outstanding)	$	36.52
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $26,098,353 and 730,031 shares of beneficial interest outstanding)	$	35.75

See accompanying Notes to Financial Statements.

F5 | OPPENHEIMER MIDCAP FUND/VA

FINANCIAL HIGHLIGHTS


Non-Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	27.54		$	54.07		$	50.85		$	49.39		$	43.97

Income (loss) from investment operations:
Net investment loss¹		(.05	)		(.13	)		(.02	)		(.02	)		(.12	)
Net realized and unrealized gain (loss)		9.03			(26.40	)		3.24			1.48			5.54

Total from investment operations		8.98			(26.53	)		3.22			1.46			5.42

Net asset value, end of period	$	36.52		$	27.54		$	54.07		$	50.85		$	49.39


Total Return, at Net Asset Value²		32.61	%		(49.07	)%		6.33	%		2.96	%		12.33	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	547,683		$	461,684		$	1,002,442		$	1,054,809		$	1,227,881

Average net assets (in thousands)	$	478,968		$	754,170		$	1,045,592		$	1,135,831		$	1,177,979

Ratios to average net assets:³
Net investment loss		(0.17	)%		(0.30	)%		(0.04	)%		(0.04	)%		(0.26	)%
Total expenses		0.86	%⁴		0.71	%⁴		0.69	%⁴		0.69	%⁴		0.69	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.71	%		0.68	%		0.69	%		0.69	%		0.69	%

Portfolio turnover rate		102	%		78	%		112	%		56	%		32	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	0.86	%
Year Ended December 31, 2008	0.71	%
Year Ended December 31, 2007	0.69	%
Year Ended December 31, 2006	0.69	%

See accompanying Notes to Financial Statements.

F8 | OPPENHEIMER MIDCAP FUND/VA


Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	27.03		$	53.22		$	50.19		$	48.87		$	43.64

Income (loss) from investment operations:
Net investment loss¹		(.13	)		(.24	)		(.17	)		(.16	)		(.25	)
Net realized and unrealized gain (loss)		8.85			(25.95	)		3.20			1.48			5.48

Total from investment operations		8.72			(26.19	)		3.03			1.32			5.23

Net asset value, end of period	$	35.75		$	27.03		$	53.22		$	50.19		$	48.87


Total Return, at Net Asset Value²		32.26	%		(49.21	)%		6.04	%		2.70	%		11.99	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	26,098		$	21,952		$	47,270		$	47,131		$	36,551

Average net assets (in thousands)	$	22,605		$	35,815		$	49,421		$	44,273		$	28,798

Ratios to average net assets:³
Net investment loss		(0.44	)%		(0.57	)%		(0.31	)%		(0.33	)%		(0.54	)%
Total expenses		1.12	%⁴		0.98	%⁴		0.96	%⁴		0.97	%⁴		0.97	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.97	%		0.95	%		0.96	%		0.97	%		0.97	%

Portfolio turnover rate		102	%		78	%		112	%		56	%		32	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	1.12	%
Year Ended December 31, 2008	0.98	%
Year Ended December 31, 2007	0.96	%
Year Ended December 31, 2006	0.97	%

See accompanying Notes to Financial Statements.

F9 | OPPENHEIMER MIDCAP FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer MidCap Fund/VA (the “Fund”), is a separate series of Oppenheimer Variable Account Funds, 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 Fund’s investment adviser 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. Both 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 due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class.

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ^® are valued based on the official closing prices reported 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 current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities, collateralized mortgage obligations and other asset-backed securities are valued at the mean between the “bid” and “asked” prices.

“Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.

F10 | OPPENHEIMER MIDCAP FUND/VA

methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

There have been no significant changes to the fair valuation methodologies during the period.

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.

The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

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. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

The tax components of capital shown in the following table 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.

F11 | OPPENHEIMER MIDCAP FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Net Unrealized Appreciation

Based on Cost of

Undistributed

Accumulated

Securities and Other

Net Investment

Long-Term

Loss

Investments for Federal

Income

Gain

Carryforward^1,2,3,4

Income Tax Purposes

$ —

—

531,261,211

111,775,206


1.		As of December 31, 2009, the Fund had $531,261,211 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, 2009, details of the capital loss carryforwards were as follows:


Expiring

2010	$	230,224,822
2017		301,036,389

Total	$	531,261,211

2.		During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

3.		During the fiscal year ended December 31, 2008, the Fund utilized $4,134,778 of capital loss carryforward to offset capital gains realized in that fiscal year.

4.		During the fiscal year ended December 31, 2009, $225,332,848 of unused capital loss carryforward expired.

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, 2009. Net assets of the Fund were unaffected by the reclassifications.


			Reduction to
	Reduction		Accumulated Net
Reduction	to Accumulated Net		Realized Loss
to Paid-in Capital	Investment Loss		on Investments

$226,596,595	$	882,140	$	225,714,455

No distributions were paid during the years ended December 31, 2009 and December 31, 2008.

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, 2009 are noted in the following table. 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	$	464,794,604

Gross unrealized appreciation	$	114,959,287
Gross unrealized depreciation		(3,184,081	)

Net unrealized appreciation	$	111,775,206

Trustees’ Compensation. The Board of Trustees has adopted a compensation deferral 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. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of trustees’ 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 compensation deferral plan.

F12 | OPPENHEIMER MIDCAP FUND/VA

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager.

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 is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

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.

Indemnifications. The Fund’s organizational documents provide current and former trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

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 increases and decreases in net assets from operations 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, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Non-Service Shares
Sold		730,850		$	22,021,499			1,670,583		$	61,944,000
Redeemed		(2,496,465	)		(74,518,296	)		(3,445,654	)		(150,696,649	)

Net decrease		(1,765,615	)	$	(52,496,797	)		(1,775,071	)	$	(88,752,649	)


Service Shares
Sold		97,563		$	2,820,902			131,251		$	5,180,963
Redeemed		(179,541	)		(5,082,112	)		(207,366	)		(8,836,346	)

Net decrease		(81,978	)	$	(2,261,210	)		(76,115	)	$	(3,655,383	)

F13 | OPPENHEIMER MIDCAP FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2009, were as follows:


	Purchases		Sales

Investment securities	$	491,481,494	$	509,739,681

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Next $700 million	0.60
Over $1.5 billion	0.58

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. For the year ended December 31, 2009, the Fund paid $311,637 to OFS for services to the Fund.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares to pay OppenheimerFunds Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares. Under the Plan, payments are made periodically at an annual rate of up to 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsor(s) of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners that hold Service shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Waivers and Reimbursements of Expenses. Effective September 1, 2008 through August 31, 2009, the Manager had voluntarily agreed to reduce its advisory fee rate by 0.10% of the Fund’s average daily net assets if the Fund’s trailing one-year total return performance was in the fourth or fifth quintile of the Fund’s Lipper peer group.

Effective April 1, 2009 through March 31, 2010, the Manager has agreed to voluntarily waive its advisory fee by 0.09% of the Fund’s average annual net assets. This voluntary waiver will be applied after all other waivers and/or reimbursements and may be amended or withdrawn at any time.

During the year ended December 31, 2009, the Manager waived $666,761 in advisory fees as a result of these voluntary arrangements.

Effective May 1, 2009, the Manager has voluntarily undertaken to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets will not exceed the annual rate of 0.80% for Non-Service shares and 1.05% for Service shares. This voluntary undertaking may be amended or withdrawn at any time. During the year ended December 31, 2009, the Manager waived fees and/or reimbursed the Fund $84,220 and $4,001 for Non-Service and Service shares, respectively.

Prior to May 1, 2009, OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

F14 | OPPENHEIMER MIDCAP FUND/VA

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended December 31, 2009, the Manager waived $16,879 for IMMF management fees.

5. Subsequent Events Evaluation

The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through February 16, 2010, the date the financial statements were issued. This evaluation determined that there are no subsequent events that necessitated disclosures and/or adjustments.

6. Pending Litigation

Since 2009, a number of lawsuits have been filed in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not against the Fund). The lawsuits naming the Defendant Funds also name certain officers, trustees and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits against the Defendant Funds raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.

In 2009, lawsuits were filed in state court against the Manager and its subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.

Other lawsuits have been filed since 2008 in various state and federal courts, by investors who made investments through an affiliate of the Manager, against the Manager and certain of its affiliates. Those lawsuits relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff ”) and allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

The Manager believes that the lawsuits described above are without legal merit and intends to defend them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits vigorously on behalf of those Funds, their boards and the Trustees named in those suits. While it is premature to render any opinion as to the likelihood of an outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer Funds.

F15 | OPPENHEIMER MIDCAP FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer MidCap Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer MidCap Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, 2009, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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 audit provides 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 MidCap Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
February 16, 2010

F16 | OPPENHEIMER MIDCAP FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality, and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio manager and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Ronald Zibelli, Jr. the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

8 | OPPENHEIMER MIDCAP FUND/VA

historical performance to relevant market indices and to the performance of other mid-cap growth funds underlying variable insurance products. The Board noted that the Fund’s one-year, three-year, five-year and ten-year performance was below its peer group median. The Board considered that a new portfolio manager took over management of the Fund on November 17, 2008.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other mid-cap growth funds underlying variable insurance products. The Board noted that the Fund’s actual management fees and total expenses were lower than its peer group median. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because of the disparity among VA funds in how insurance companies may be compensated for the services they provide to shareholders, when comparing the expenses of the various VA funds it is most appropriate to focus on the total expenses rather than on the management fees. Accordingly, while the Board reviewed and considered all expenses in its consideration of the Advisory Agreement, it paid particular attention to total expenses. The Board considered that, effective May 1, 2009, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, will not exceed 0.80% for Non-Service Shares and 1.05% for Service Shares. This voluntary undertaking may be amended or withdrawn at any time. The Board also considered that, effective April 1, 2009, the Manager voluntarily undertook to waive 0.09% of its management fee through March 31, 2010. This voluntary waiver will be applied after all other waivers and/or reimbursements and may be withdrawn at any time after March 31, 2010.

Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.

Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.

Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2010. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.

9 | OPPENHEIMER MIDCAP FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS 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 1.800.525.7048, (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 is required to file 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 Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at http://www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

10 | OPPENHEIMER MIDCAP FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 1999) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 1999) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1990) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1996) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

11 | OPPENHEIMER MIDCAP FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Robert J. Malone, Trustee (since 2002) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2001) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and is an officer of 94 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Zibelli, Jr., Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Ronald J. Zibelli, Jr., Vice President and Portfolio Manager (since 2008) Age: 50		Vice President of the Manager (since May 2006); a Chartered Financial Analyst. Prior to joining the Manager, Managing Director and Small Cap Growth Team Leader at Merrill Lynch Investment Managers (January 2002-May 2006). A portfolio manager and officer of 3 portfolios in the OppenheimerFunds complex.

12 | OPPENHEIMER MIDCAP FUND/VA


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

13 | OPPENHEIMER MIDCAP FUND/VA

OPPENHEIMER BALANCED FUND/VA

Fund Objective: The Fund seeks high total investment return, which includes current income and capital appreciation.

Portfolio Managers: Emmanuel Ferreira, Krishna Memani¹ and Peter A. Strzalkowski¹

Average Annual Total Returns

For the Periods Ended 12/31/09

1-Year

5-Year

10-Year

Non-Service Shares

21.89%

-3.76%

1.03%

Since

Inception

1-Year

5-Year

(5/1/02)

Service Shares

21.60%

-4.00%

0.14%

Expense Ratios

For the Fiscal Year Ended 12/31/09


	Gross	Net
	Expense	Expense
	Ratios	Ratios

Non-Service Shares	0.91%	0.62%
Service Shares	1.17	0.87

1. Effective April, 2009.

Portfolio Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on the total market value of investments.

Top Ten Common Stock Holdings


Take-Two Interactive Software, Inc.	4.2	%
Google, Inc., Cl. A	3.2
Chevron Corp.	2.7
Exxon Mobil Corp.	2.6
Jupiter Telecommunications Co. Ltd.	2.6
Everest Re Group Ltd.	2.4
JPMorgan Chase & Co.	2.2
QUALCOMM, Inc.	2.1
Research in Motion Ltd.	1.8
THQ, Inc.	1.7

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on net assets.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

2 | OPPENHEIMER BALANCED FUND/VA

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. For the twelve-month period ended December 31, 2009, Oppenheimer Balanced Fund/VA’s Non-Service shares returned 21.89% compared to the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index, which returned 26.47% and 5.93%, respectively.

The Fund’s equity component produced a stronger return than the S&P 500 Index during the reporting period. On a sector basis, the equity component outperformed the S&P 500 Index in seven out of ten sectors, led by information technology, health care, consumer staples and industrials. The equity component’s heavy overweight position to information technology, which was the strongest performing sector within the S&P 500 Index during the period, contributed to positive results. Information technology stocks that fared particularly well included Research in Motion Ltd., Google, Inc., QUALCOMM, Inc., eBay, Inc. and Take-Two Interactive Software, Inc. The Fund’s overweight position to these securities benefited results. Microsoft Corp. also was a top contributor to Fund performance during the period, but we decided to exit our position after our holdings strongly appreciated. At period end, Take-Two and Google were the two largest equity holdings of the Fund, and during the period, they were also the top two contributors to Fund performance within the equity component.

Within health care, the Fund’s overweight position to the securities of pharmaceutical companies Mylan, Inc. and Schering-Plough Corp. contributed to the outperformance within the sector. The Fund’s position in Schering-Plough Corp. benefited performance during the period, as Merck & Co., Inc. acquired the company in early November 2009. In terms of consumer staples, Lorillard, Inc. was a top performing holding within the sector. The Fund’s underweight position to consumer staples, one of the weaker performing sectors of the S&P 500 Index during the period, also benefited performance. In terms of industrials, our overweight positions to Joy Global, Inc. and Aircastle Ltd. contributed to performance, as they produced strong returns during the period.

The Fund’s equity component underperformed within the financials and consumer discretionary sectors as a result of weaker relative stock selection. In financials, our overweight positions to Julius Baer Holding AG and Everest Re Group Ltd. detracted from results. Consumer discretionary holdings that hurt relative performance were Jupiter Telecommunications Co. Ltd. and Las Vegas Sands Corp. We exited our positions in Las Vegas Sands Corp. and Julius Baer Holding AG by period end.

Relative to the S&P 500 Index, we remained heavily overweight in information technology, and to a much lesser extent, health care and financials at period end. We finished the period underweight in all other sectors. The equity component at period end comprised approximately 50% of the Fund’s net assets, which was roughly the allocation throughout most of the period.

The Fund’s bond component underperformed its benchmark, the Barclays Capital U.S. Aggregate Bond Index, in the first quarter of 2009, during a period of significant upheaval in the credit markets. After a portfolio management change in April 2009, the bond component’s performance improved significantly, leading to its eventual outperformance versus the benchmark.

The Fund’s exposure to mortgage-backed securities (MBS) and corporate bonds was the primary driver of positive performance. Our overweight to residential MBS, comprised mainly of agency mortgages, aided performance as this sector performed well due in large part to government programs aimed at supporting the housing market. Non-agency MBS, which are securitized by non-government institutions such as large banks, also performed well for the Fund, particularly in the second half of the period. The Fund was also overweight to commercial MBS, which performed well for the period, despite ongoing headline risk in this sector. In the fourth quarter, we reduced our overweight to this sector and realized gains.

Over the course of the reporting period, we increased our allocation to corporate bonds, moving from a neutral position at the end of the second quarter of 2009 to an overweight position by the end of the third quarter of 2009. This benefited the Fund as investment grade corporate and BB-rated corporate bonds performed well in the second half of the period. Credit spreads, or the risk premium to comparable U.S. Treasuries, continued to tighten. Credit spreads have narrowed dramatically since hitting their widest point back in December 2008.

Within the corporate sector, we remained overweight relative to the Barclays Capital U.S. Aggregate Bond Index in financials at period end, having increased our exposure in the latter half of the reporting period. In the third quarter of 2009,

3 | OPPENHEIMER BALANCED FUND/VA

FUND PERFORMANCE DISCUSSION

industrial spreads tightened, and we reduced our exposure to this sector. During the reporting period, we increased our allocation to the higher quality end of high yield corporate bonds. High yield bonds extended their strong gains in the second half of the reporting period, particularly in the third quarter of 2009, as the gap between the yield on these bonds and Treasuries narrowed.

We remained significantly underweight U.S. Treasuries and federal agency bonds and other federal agency debt instruments (“federal agencies”) relative to the Barclays Capital U.S. Aggregate Bond Index. Although these sectors generated positive returns at times during the period, we had a greater level of exposure at period end to other areas, such as agency MBS. We believe agency MBS, which are typically packaged and resold by government sponsored enterprises including Fannie Mae and Freddie Mac, provide high credit quality and a potentially more attractive risk/return profile. Despite being underweight Treasuries and federal agencies, the average credit quality of the Fund finished the period at AA.

While we do not have any immediate inflation concerns, rising prices may be an inevitable future reality. And although many areas of the economy remain weak, credit markets have improved dramatically from a year ago when many markets were completely frozen. Investor appetite for riskier assets, and the higher yields these assets typically offer, has driven up prices in most fixed income and equity markets. Given the sharp rally in 2009 in many riskier assets, future returns may be driven by fundamentals. Meanwhile, U.S. companies continue to take advantage of lower rates and hospitable credit markets by issuing bonds to raise funds. Despite the run-up in prices last year, we still believe there are areas of the equity and bond markets that remain attractive.

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, 2009. 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 May 1, 2002. 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 both the S&P 500 Index, an unmanaged index of U.S. equity securities that is a measure of the general domestic stock market and the Barclays Capital U.S. Aggregate Bond Index, an unmanaged index of U.S. corporate, government and mortgage-backed securities that is a measure of the domestic bond market. The indices’ performances include reinvestment of income but do not reflect transaction costs, fees or 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 vary from the investments in the indices.

4 | OPPENHEIMER BALANCED FUND/VA

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	July 1, 2009		December 31, 2009		December 31, 2009

Actual
Non-Service Shares	$	1,000.00	$	1,128.20	$	3.17
Service Shares		1,000.00		1,126.00		4.51

Hypothetical (5% return before expenses)
Non-Service Shares		1,000.00		1,022.23		3.01
Service Shares		1,000.00		1,020.97		4.29


Class	Expense Ratios

Non-Service Shares		0.59	%
Service Shares		0.84

6 | OPPENHEIMER BALANCED FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Shares		Value

Common Stocks—52.1%
Consumer Discretionary—4.0%
Media—4.0%
Jupiter Telecommunications Co. Ltd.		6,621	$	6,554,531
Liberty Global, Inc., Series A¹		80,238		1,758,015
Liberty Global, Inc., Series C¹		77,960		1,703,426

				10,015,972

Consumer Staples—6.2%
Beverages—0.4%
Molson Coors Brewing Co., Cl. B, Non-Vtg.		22,100		998,036
Food & Staples Retailing—1.8%
CVS Caremark Corp.		44,100		1,420,461
Kroger Co. (The)		89,600		1,839,488
Walgreen Co.		31,000		1,138,320

				4,398,269

Food Products—1.7%
Nestle SA		87,780		4,259,806
Tobacco—2.3%
Altria Group, Inc.		83,010		1,629,486
Lorillard, Inc.		50,660		4,064,452

				5,693,938

Energy—5.3%
Oil, Gas & Consumable Fuels—5.3%
Chevron Corp.		86,600		6,667,334
Exxon Mobil Corp.		96,370		6,571,470

				13,238,804

Financials—6.3%
Capital Markets—1.1%
Goldman Sachs Group, Inc. (The)		8,400		1,418,256
Morgan Stanley		46,300		1,370,480

				2,788,736

Diversified Financial Services—2.2%
JPMorgan Chase & Co.		132,900		5,537,943
Insurance—3.0%
Assurant, Inc.		51,500		1,518,220
Everest Re Group Ltd.		68,430		5,863,082

				7,381,302

Health Care—5.8%
Biotechnology—1.1%
Amgen, Inc.¹		23,400		1,323,738
Genzyme Corp. (General Division)¹		18,900		926,289
Vanda Pharmaceuticals, Inc.¹		49,100		551,884

				2,801,911

Health Care Equipment & Supplies—1.8%
Beckman Coulter, Inc.		32,120		2,101,933
Covidien plc		46,700		2,236,463

				4,338,396

Health Care Providers & Services—1.1%
Aetna, Inc.		87,140		2,762,338
Pharmaceuticals—1.8%
Merck & Co., Inc.		88,927		3,249,393
Pfizer, Inc.		67,965		1,236,283

				4,485,676

Industrials—4.5%
Electrical Equipment—0.6%
General Cable Corp.¹		50,500		1,485,710
Industrial Conglomerates—0.6%
Tyco International Ltd.		41,300		1,473,584
Machinery—2.6%
Joy Global, Inc.		57,780		2,980,870
Navistar International Corp.¹		92,850		3,588,653

				6,569,523

Trading Companies & Distributors—0.7%
Aircastle Ltd.		168,100		1,655,785
Information Technology—17.6%
Communications Equipment—3.9%
Orbcomm, Inc.¹		375		1,013
QUALCOMM, Inc.		113,360		5,244,034
Research in Motion Ltd.¹		65,680		4,436,027

				9,681,074

Computers & Peripherals—0.8%
Dell, Inc.¹		147,000		2,110,920
Electronic Equipment & Instruments—0.0%
CalAmp Corp.¹		19		65
Internet Software & Services—4.6%
eBay, Inc.¹		150,600		3,545,124
Google, Inc., Cl. A¹		12,910		8,003,942

				11,549,066

Software—8.3%
Oracle Corp.		128,700		3,158,298
Synopsys, Inc.¹		114,640		2,554,179
Take-Two Interactive Software, Inc.¹		1,048,576		10,538,189
THQ, Inc.¹		853,300		4,300,632

				20,551,298

Materials—1.8%
Chemicals—1.8%
Celanese Corp., Series A		28,200		905,220
Potash Corp. of Saskatchewan, Inc.		32,400		3,515,400

				4,420,620

F1 | OPPENHEIMER BALANCED FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Telecommunication Services—0.0%
Diversified Telecommunication Services—0.0%
XO Holdings, Inc.¹		85	$	50
Utilities—0.6%
Electric Utilities—0.6%
Edison International, Inc.		40,500		1,408,590


Total Common Stocks (Cost $123,200,811)				129,607,412

Preferred Stocks—3.6%
Bank of America Corp., 10% Cv., Series S¹		235,500		3,513,660
Mylan, Inc., 6.50% Cv., Non-Vtg.		4,800		5,492,928


Total Preferred Stocks (Cost $6,579,607)				9,006,588

	Units

Rights, Warrants and Certificates—0.0%
XO Communications, Inc.:
Series A Wts., Strike Price $6.25, Exp. 1/16/10^1,2		171		—
Series B Wts., Strike Price $7.50, Exp. 1/16/10^1,2		128		1
Series C Wts., Strike Price $10, Exp. 1/16/10^1,2		128		—


Total Rights, Warrants and Certificates (Cost $0)				1

	Principal
	Amount

Asset-Backed Securities—3.8%
Argent Securities Trust 2004-W8, Asset-Backed Pass-Through Certificates, Series 2004-W8, Cl. A2, 0.711%, 5/25/34³	$	830,484		615,359
Bank of America Auto Trust, Automobile Asset-Backed Certificates, Series 2009-2A, Cl. A4, 3.03%, 10/15/16⁴		1,025,000		1,040,022
Bank of America Credit Card Trust, Credit Card Asset-Backed Certificates, Series 2006-A16, Cl. A16, 4.72%, 5/15/13		265,000		273,215
Chase Issuance Trust, Credit Card Asset-Backed Certificates, Series 2007-A15, Cl. A, 4.96%, 9/17/12		665,000		685,187
Citibank Credit Card Issuance Trust, Credit Card Receivable Nts., Series 2003-C4, Cl. C4, 5%, 6/10/15		180,000		177,107
CNH Equipment Trust, Asset-Backed Certificates, Series 2009-B, Cl. A3, 2.97%, 3/15/13		465,000		471,971
Countrywide Home Loans, Asset-Backed Certificates:
Series 2002-4, Cl. A1, 0.971%, 2/25/33³		18,836		14,930
Series 2005-16, Cl. 2AF2, 5.382%, 5/1/36³		322,717		264,397
Series 2005-17, Cl. 1AF2, 5.362%, 5/1/36³		183,447		151,263
CWABS Asset-Backed Certificates Trust 2006-25, Asset-Backed Certificates, Series 2006-25, Cl. 2A2, 0.351%, 6/25/47³		480,000		374,438
DT Auto Owner Trust, Automobile Receivables Nts., Series 2009-1, Cl. A1, 2.98%, 10/15/15		245,000		244,199
Ford Credit Auto Owner Trust, Automobile Receivables Nts.:
Series 2009-B, Cl. A2, 2.10%, 11/15/11		120,000		120,765
Series 2009-E, Cl. A2, 0.80%, 3/15/12		505,000		504,451
Harley-Davidson Motorcycle Trust 2009-2, Motorcycle Contract-Backed Nts., Series 2009-2, Cl. A2, 2%, 7/15/12		810,000		815,545
Honda Auto Receivables 2009-3 Owner Trust, Automobile Asset-Backed Nts., Series 2009-3, Cl. A2, 1.50%, 8/15/11²		350,000		351,770
HSBC Home Equity Loan Trust 2005-3, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2005-3, Cl. A1, 0.493%, 1/20/35³		264,867		229,403
HSBC Home Equity Loan Trust 2006-4, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-4, Cl. A2V, 0.343%, 3/20/36³		178,629		172,163
MBNA Credit Card Master Note Trust, Credit Card Receivables:
Series 2003-C7, Cl. C7, 1.583%, 3/15/16³		1,710,000		1,535,037
Series 2005-A6, Cl. A6, 4.50%, 1/15/13		660,000		673,473
Option One Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2, Cl. 2A2, 0.331%, 7/1/36³		674,668		472,871
RASC Series 2006-KS7 Trust, Home Equity Mtg. Asset-Backed Pass-Through Certificates, Series 2006-KS7, Cl. A2, 0.331%, 9/25/36³		310,800		298,763
Structured Asset Investment Loan Trust, Mtg. Pass-Through Certificates, Series 2006-BNC3, Cl. A2, 0.271%, 9/25/36³		39,188		38,880

Total Asset-Backed Securities (Cost $10,416,059)				9,525,209

Mortgage-Backed Obligations—28.8%
Government Agency—25.0%
FHLMC/FNMA/FHLB/Sponsored—23.5%
Federal Home Loan Bank, Mtg.-Backed Obligations, Series 5G-2012, Cl. 1, 4.97%, 2/24/12		583,063		606,821

F2 | OPPENHEIMER BALANCED FUND/VA


	Principal
	Amount		Value

FHLMC/FNMA/FHLB/Sponsored Continued
Federal Home Loan Mortgage Corp.:
5.50%, 9/1/39	$	1,488,892	$	1,561,398
7%, 10/1/37		2,127,351		2,321,160
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 2006-11, Cl. PS, 23.719%, 3/25/36³		279,764		374,303
Series 2426, Cl. BG, 6%, 3/15/17		580,844		624,316
Series 2427, Cl. ZM, 6.50%, 3/15/32		622,523		669,903
Series 2626, Cl. TB, 5%, 6/1/33		805,000		853,657
Series 2638, Cl. KG, 4%, 11/1/27		1,000,000		1,029,332
Series 2648, Cl. JE, 3%, 2/1/30		710,180		709,277
Series 2663, Cl. BA, 4%, 8/1/16		771,962		793,010
Series 2676, Cl. KB, 5%, 2/1/20		270,367		278,388
Series 2686, Cl. CD, 4.50%, 2/1/17		496,188		511,092
Series 2907, Cl. GC, 5%, 6/1/27		186,387		193,923
Series 2929, Cl. PC, 5%, 1/1/28		170,000		177,181
Series 2952, Cl. GJ, 4.50%, 12/1/28		100,691		103,507
Series 3019, Cl. MD, 4.75%, 1/1/31		472,722		491,630
Series 3025, Cl. SJ, 23.895%, 8/15/35³		87,291		109,743
Series 3094, Cl. HS, 23.529%, 6/15/34³		169,223		219,208
Series 3157, Cl. MC, 5.50%, 2/1/26		698,841		714,406
Series 3279, Cl. PH, 6%, 2/1/27		675,000		697,181
Series 3291, Cl. NA, 5.50%, 10/1/27		125,705		130,366
Series 3306, Cl. PA, 5.50%, 10/1/27⁵		213,080		220,498
Series R001, Cl. AE, 4.375%, 4/1/15		153,928		157,945
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 176, Cl. IO, 14.56%, 6/1/26⁶		146,195		32,706
Series 183, Cl. IO, 10.863%, 4/1/27⁶		227,567		50,856
Series 184, Cl. IO, 18.537%, 12/1/26⁶		250,964		55,709
Series 192, Cl. IO, 8.551%, 2/1/28⁶		65,995		15,559
Series 2130, Cl. SC, 52.029%, 3/15/29⁶		182,362		27,010
Series 224, Cl. IO, 0%, 3/1/33^6,7		374,527		83,129
Series 243, Cl. 6, 0%, 12/15/32^6,7		229,289		47,074
Series 2527, Cl. SG, 26.607%, 2/15/32⁶		120,136		7,117
Series 2531, Cl. ST, 42.803%, 2/15/30⁶		1,483,486		96,608
Series 2796, Cl. SD, 66.214%, 7/15/26⁶		257,810		32,802
Series 2802, Cl. AS, 99.999%, 4/15/33⁶		307,503		27,308
Series 2920, Cl. S, 78.194%, 1/15/35⁶		1,470,342		171,178
Series 3000, Cl. SE, 99.999%, 7/15/25⁶		1,331,239		124,242
Series 3045, Cl. DI, 40.74%, 10/15/35⁶		1,199,158		142,362
Series 3110, Cl. SL, 99.999%, 2/15/26⁶		206,137		18,332
Series 3146, Cl. SA, 49.975%, 4/15/36⁶		1,425,942		218,664
Series 3399, Cl. SC, 19.734%, 12/15/37⁶		1,044,911		114,626
Federal Home Loan Mortgage Corp., Principal-Only Stripped Mtg.-Backed Security, Series 176, Cl. PO, 4.474%, 6/1/26⁸		64,339		52,584
Federal National Mortgage Assn.:
4.50%, 1/1/25-1/1/40⁹		3,617,000		3,656,273
5%, 1/1/25-1/1/40⁹		8,853,000		9,115,282
5.50%, 9/25/20		14,850		15,815
5.50%, 1/1/25-1/1/40⁹		7,133,000		7,470,971
6%, 3/1/37		1,401,273		1,488,633
6%, 1/1/25-1/1/40⁹		8,023,000		8,527,238
6.50%, 1/1/40⁹		1,780,000		1,906,547
7%, 11/1/17⁵		294,839		315,253
7.50%, 1/1/33		255,436		288,195
8.50%, 7/1/32		12,622		14,132
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Trust 1998-61, Cl. PL, 6%, 11/25/28		205,836		221,210
Trust 2004-101, Cl. BG, 5%, 1/25/20		1,000,000		1,061,358
Trust 2004-81, Cl. KC, 4.50%, 4/1/17		715,407		736,195
Trust 2005-104, Cl. MC, 5.50%, 12/25/25		700,000		739,672
Trust 2005-12, Cl. JC, 5%, 6/1/28		474,055		494,286
Trust 2005-22, Cl. EC, 5%, 10/1/28		170,000		177,515
Trust 2005-30, Cl. CU, 5%, 4/1/29		177,697		185,807
Trust 2005-57, Cl. PA, 5.50%, 5/1/27		364,138		368,334
Trust 2005-69, Cl. LE, 5.50%, 11/1/33		567,347		598,205
Trust 2006-46, Cl. SW, 23.351%, 6/25/36³		208,596		276,226
Trust 2006-57, Cl. PA, 5.50%, 8/25/27		474,596		488,683
Trust 2009-37, Cl. HA, 4%, 4/1/19		832,166		862,157
Trust 2009-70, Cl. PA, 5%, 8/1/35		867,103		916,321
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Trust 2001-65, Cl. S, 45.005%, 11/25/31⁶		599,206		94,102
Trust 2001-81, Cl. S, 36.86%, 1/25/32⁶		137,579		21,324
Trust 2002-47, Cl. NS, 34.133%, 4/25/32⁶		303,533		41,859
Trust 2002-51, Cl. S, 34.441%, 8/25/32⁶		278,715		38,011
Trust 2002-52, Cl. SD, 41.084%, 9/25/32⁶		331,085		45,068
Trust 2002-77, Cl. SH, 44.552%, 12/18/32⁶		188,950		29,335
Trust 2002-84, Cl. SA, 46.329%, 12/25/32⁶		534,541		69,738
Trust 2002-9, Cl. MS, 35.508%, 3/25/32⁶		207,207		27,737
Trust 2003-33, Cl. SP, 56.243%, 5/25/33⁶		617,100		87,120
Trust 2003-4, Cl. S, 44.252%, 2/25/33⁶		354,454		50,581
Trust 2003-46, Cl. IH, 0%, 6/1/33^6,7		2,023,281		304,530
Trust 2003-89, Cl. XS, 60.423%, 11/25/32⁶		292,556		36,326
Trust 2004-54, Cl. DS, 51.449%, 11/25/30⁶		276,610		31,215
Trust 2005-14, Cl. SE, 43.129%, 3/25/35⁶		219,879		24,588
Trust 2005-40, Cl. SA, 74.116%, 5/25/35⁶		809,651		94,958
Trust 2005-6, Cl. SE, 85.79%, 2/25/35⁶		1,089,463		120,666
Trust 2005-71, Cl. SA, 72.228%, 8/25/25⁶		869,296		103,270
Trust 2005-87, Cl. SE, 44.143%, 10/25/35⁶		1,023,347		116,218
Trust 2005-87, Cl. SG, 35.207%, 10/25/35⁶		46,516		6,286
Trust 2006-60, Cl. DI, 40.539%, 4/25/35⁶		140,544		17,419
Trust 2007-88, Cl. XI, 25.543%, 6/25/37⁶		4,033,056		454,484
Trust 222, Cl. 2, 16.05%, 6/1/23⁶		491,879		96,253
Trust 233, Cl. 2, 22.983%, 8/1/23⁶		435,855		104,157
Trust 240, Cl. 2, 23.279%, 9/1/23⁶		820,885		183,288
Trust 252, Cl. 2, 23.374%, 11/1/23⁶		397,375		94,307
Trust 273, Cl. 2, 15.757%, 8/1/26⁶		109,805		24,885
Trust 319, Cl. 2, 4.666%, 2/1/32⁶		138,411		31,757
Trust 331, Cl. 9, 9.073%, 2/1/33⁶		403,912		86,993
Trust 334, Cl. 17, 16.086%, 2/1/33⁶		231,533		44,706

F3 | OPPENHEIMER BALANCED FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

FHLMC/FNMA/FHLB/Sponsored Continued
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security: Continued
Trust 339, Cl. 12, 0%, 7/1/33^6,7	$	402,150	$	75,631
Trust 339, Cl. 7, 0%, 7/1/33^6,7		1,439,957		234,567
Trust 343, Cl. 13, 8.301%, 9/1/33⁶		350,612		58,790
Trust 345, Cl. 9, 2.695%, 1/1/34⁶		586,687		105,364
Trust 351, Cl. 10, 1.924%, 4/1/34⁶		57,043		11,006
Trust 351, Cl. 8, 2.248%, 4/1/34⁶		176,893		34,099
Trust 356, Cl. 10, 0.169%, 6/1/35⁶		146,330		27,644
Trust 356, Cl. 12, 0%, 2/1/35^6,7		78,187		14,652
Trust 362, Cl. 12, 0%, 8/1/35^6,7		946,130		181,151
Trust 362, Cl. 13, 0%, 8/1/35^6,7		520,060		99,653
Trust 364, Cl. 16, 0%, 9/1/35^6,7		411,302		69,332
Federal National Mortgage Assn., Principal-Only Stripped Mtg.-Backed Security, Trust 1993-184, Cl. M, 5.28%, 9/25/23⁸		179,542		140,183

				58,323,672

GNMA/Guaranteed—1.5%
Government National Mortgage Assn.:
4.50%, 1/1/409		3,340,000		3,343,133
8%, 4/15/23		78,859		90,578
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 2001-21, Cl. SB, 80.641%, 1/16/27⁶		295,273		42,046
Series 2002-15, Cl. SM, 70.84%, 2/16/32⁶		346,699		43,070
Series 2002-76, Cl. SY, 77.048%, 12/16/26⁶		778,618		121,791
Series 2004-11, Cl. SM, 58.679%, 1/17/30⁶		252,343		41,656

				3,682,274
Non-Agency—3.8%
Commerical—2.4%
Banc of America Commercial Mortgage, Inc., Commercial Mtg. Pass-Through Certificates, Series 2006-1, Cl. AM, 5.421%, 9/1/45		1,800,000		1,424,778
Citigroup Commercial Mortgage Trust 2008-C7, Commercial Mtg. Pass-Through Certificates: Series 2008-C7, Cl. AM, 6.092%, 12/1/49³		780,000		591,153
Deutsche Alt-A Securities, Inc., Mtg. Pass-Through Certificates, Series 2006-AB4, Cl. A1A, 6.005%, 10/25/36		359,931		198,295
First Horizon Alternative Mortgage Securities Trust 2004-FA2, Mtg. Pass-Through Certificates, Series 2004-FA2, Cl. 3A1, 6%, 1/25/35		307,183		285,890
First Horizon Alternative Mortgage Securities Trust 2007-FA2, Mtg. Pass-Through Certificates, Series 2007-FA2, Cl. 1A1, 5.50%, 4/25/37		312,188		221,879
GE Capital Commercial Mortgage Corp., Commercial Mtg. Obligations, Series 2005-C4, Cl. AM, 5.334%, 11/1/45³		355,000		290,440
GS Mortgage Securities Corp. II, Commercial Mtg. Obligations, Series 2001-LIBA, Cl. B, 6.733%, 2/10/16⁴		290,000		307,185
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates:
Series 2005-LDP4, Cl. AM, 4.999%, 10/1/42		485,000		409,772
Series 2007-LDPX, Cl. A2S, 5.305%, 1/15/49		235,000		227,417
Series 2007-LD11, Cl. A2, 5.803%, 6/15/49³		270,000		277,501
JPMorgan Mortgage Trust 2007-S3, Mtg. Pass-Through Certificates, Series 2007-S3, Cl. 1A90, 7%, 7/1/37		437,140		339,752
LB-UBS Commercial Mortgage Trust 2007-C1, Commercial Mtg. Pass-Through Certificates, Series 2007-C1, Cl. A2, 5.318%, 1/15/12		500,000		509,471
Mastr Adjustable Rate Mortgages Trust 2004-13, Mtg. Pass-Through Certificates, Series 2004-13, Cl. 2 A2, 3.023%, 4/1/34³		283,891		269,142
Mastr Alternative Loan Trust 2004-6, Mtg. Pass-Through Certificates, Series 2004-6, Cl. 10A1, 6%, 7/25/34		613,780		527,969

				5,880,644

Multifamily—0.5%
Wells Fargo Mortgage-Backed Securities 2004-AA Trust, Mtg. Pass-Through Certificates, Series 2004-AA, Cl. 2A, 4.979%, 12/25/34³		288,631		279,358
Wells Fargo Mortgage-Backed Securities 2004-S Trust, Mtg. Pass-Through Certificates, Series 2004-S, Cl. A1, 3.105%, 9/25/34³		252,134		233,385
Wells Fargo Mortgage-Backed Securities 2006-AR10 Trust, Mtg. Pass-Through Certificates, Series 2006-AR10, Cl. 5A1, 5.589%, 7/1/36³		387,350		302,062
Wells Fargo Mortgage-Backed Securities 2006-AR6 Trust, Mtg. Pass-Through Certificates, Series 2006-AR6, Cl. 3A1, 5.096%, 3/25/36³		713,431		578,468

				1,393,273

F4 | OPPENHEIMER BALANCED FUND/VA


	Principal
	Amount		Value

Residential—0.9%
Banc of America Mortgage Securities, Inc., Mtg. Pass-Through Certificates, Series 2004-E, Cl. 2A6, 4.158%, 6/1/34³	$	175,000	$	147,856
CHL Mortgage Pass-Through Trust 2006-6, Mtg. Pass-Through Certificates, Series 2006-6, Cl. A3, 6%, 4/1/36		390,017		333,702
Citigroup Commercial Mortgage Trust 2008-C7, Commercial Mtg. Pass-Through Certificates: Series 2008-C7, Cl. A4, 6.092%, 12/1/49³		300,000		270,128
Countrywide Alternative Loan Trust 2005-29CB, Mtg. Pass-Through Certificates, Series 2005-29CB, Cl. A4, 5%, 7/1/35		922,108		699,194
GSR Mortgage Loan Trust 2006-5F, Mtg. Pass-Through Certificates, Series 2006-5F, Cl. 2A1, 6%, 6/1/36		400,166		347,216
RALI Series 2003-QS1 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2003-QS1, Cl. A2, 5.75%, 1/25/33		200,576		199,043
RALI Series 2006-QS13 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS13, Cl. 1A8, 6%, 9/25/36		137,962		125,659
Wells Fargo Mortgage-Backed Securities 2004-R Trust, Mtg. Pass-Through Certificates, Series 2004-R, Cl. 2A1, 3.003%, 9/1/34³		121,986		115,699

				2,238,497

Total Mortgage-Backed Obligations (Cost $71,280,986)				71,518,360

U.S. Government Obligations—0.6%
Federal Home Loan Mortgage Corp. Nts., 2.50%, 4/23/14		765,000		765,328
Federal National Mortgage Assn. Nts., 3%, 9/16/14		595,000		603,200


Total U.S. Government Obligations (Cost $1,362,160)				1,368,528

Non-Convertible Corporate Bonds and Notes—12.5%
Consumer Discretionary—1.5%
Automobiles—0.3%
Daimler Finance North America LLC, 6.50% Sr. Unsec. Unsub. Nts., 11/15/13		235,000		257,836
Ford Motor Credit Co. LLC, 9.75% Sr. Unsec. Nts., 9/15/10		465,000		479,890

				737,726
Hotels, Restaurants & Leisure—0.1%
Hyatt Hotels Corp., 5.75% Sr. Unsec. Unsub. Nts., 8/15/15⁴		242,000		243,740
Household Durables—0.1%
Fortune Brands, Inc., 3% Sr. Unsec. Unsub. Bonds, 6/1/12		252,000		249,903
Leisure Equipment & Products—0.1%
Mattel, Inc., 6.125% Sr. Unsec. Nts., 6/15/11		230,000		242,584
Media—0.7%
CBS Corp., 8.875% Sr. Unsec. Nts., 5/15/19		222,000		266,024
Comcast Cable Communications Holdings, Inc., 9.455% Sr. Unsec. Nts., 11/15/22		115,000		148,206
DirecTV Holdings LLC/DirecTV Financing Co., Inc.:
5.875% Sr. Unsec. Unsub. Nts., 10/1/19⁴		200,000		203,794
7.625% Sr. Unsec. Unsub. Nts., 5/15/16²		182,000		199,089
DISH DBS Corp., 7.875% Sr. Unsec. Nts., 9/1/19		205,000		216,019
Grupo Televisa SA, 6.625% Sr. Unsec. Bonds, 1/15/40⁴		200,000		198,785
Time Warner Cos., Inc., 9.125% Debs., 1/15/13		165,000		191,584
Time Warner Entertainment Co. LP, 8.375% Sr. Nts., 7/15/33		130,000		155,846
Viacom, Inc., 7.875% Sr. Unsec. Debs., 7/30/30		140,000		151,393

				1,730,740

Specialty Retail—0.2%
Home Depot, Inc. (The), 5.875% Sr. Unsec. Unsub. Nts., 12/16/36		212,000		205,312
Staples, Inc., 7.75% Sr. Unsec. Unsub. Nts., 4/1/11		350,000		376,226

				581,538

Consumer Staples—0.7%
Beverages—0.3%
Anheuser-Busch InBev Worldwide, Inc., 7.75% Sr. Unsec. Unsub. Nts., 1/15/19⁴		374,000		438,610
Constellation Brands, Inc., 8.375% Sr. Nts., 12/15/14²		220,000		235,400

				674,010

Food & Staples Retailing—0.0%
Delhaize America, Inc., 9% Unsub. Debs., 4/15/31		95,000		121,955
Food Products—0.2%
Bunge Ltd. Finance Corp.:
5.35% Sr. Unsec. Unsub. Nts., 4/15/14		25,000		25,581
8.50% Sr. Unsec. Nts., 6/15/19		175,000		199,816

F5 | OPPENHEIMER BALANCED FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Food Products Continued
Heinz (H.J.) Finance Co., 7.125% Sr. Unsec. Nts., 8/1/39⁴	$	175,000	$	198,498
Sara Lee Corp., 6.25% Sr. Unsec. Unsub. Nts., 9/15/11		165,000		176,109

				600,004
Tobacco—0.2%
Altria Group, Inc., 9.70% Sr. Unsec. Nts., 11/10/18		405,000		501,430
Energy—1.7%
Energy Equipment & Services—0.2%
Pride International, Inc., 8.50% Sr. Nts., 6/15/19		275,000		319,000
Weatherford International Ltd., 6.50% Sr. Unsec. Bonds, 8/1/36		165,000		158,064
Weatherford International, Inc., 6.625% Sr. Unsec. Unsub. Nts., Series B, 11/15/11		42,000		44,962

				522,026

Oil, Gas & Consumable Fuels—1.5%
Anadarko Petroleum Corp., 6.45% Sr. Unsec. Nts., 9/15/36		203,000		212,695
Chesapeake Energy Corp., 6.875% Sr. Unsec. Nts., 1/15/16		220,000		221,100
DCP Midstream LLC, 6.75% Sr. Unsec. Nts., 9/15/37⁴		37,000		36,693
Duke Energy Field Services LLC, 7.875% Unsec. Nts., 8/16/10		220,000		228,752
El Paso Corp., 8.25% Sr. Unsec. Nts., 2/15/16		250,000		268,125
Energy Transfer Partners LP, 7.50% Sr. Unsec. Unsub. Bonds, 7/1/38		94,000		103,313
Enterprise Products Operating LLP, 7.50% Sr. Unsec. Unsub. Nts., 2/1/11		195,000		206,670
Kaneb Pipe Line Operating Partnership LP, 5.875% Sr. Unsec. Nts., 6/1/13		440,000		455,663
Kerr-McGee Corp., 6.875% Sr. Unsec. Unsub. Nts., 9/15/11		173,000		186,073
Kinder Morgan Energy Partners LP, 9% Sr. Unsec. Nts., 2/1/19		207,000		255,128
Nexen, Inc., 6.40% Sr. Unsec. Unsub. Bonds, 5/15/37		235,000		237,531
Peabody Energy Corp., 6.875% Sr. Unsec. Nts., Series B, 3/15/13		235,000		238,819
Pipeline Funding Co. LLC, 7.50% Sr. Sec. Nts., 1/15/30⁴		168,000		159,255
Plains All American Pipeline LP, 6.50% Sr. Unsec. Unsub. Nts., 5/1/18		272,000		291,343
Ras Laffan Liquefied Natural Gas Co. Ltd. III, 5.50% Sr. Sec. Nts., 9/30/14⁴		140,000		147,370
Williams Cos., Inc. (The), 8.75% Unsec. Nts., 3/15/32		140,000		167,984
Woodside Finance Ltd., 4.50% Nts., 11/10/14⁴		205,000		207,051

				3,623,565
Financials—3.7%
Capital Markets—0.6%
Blackstone Holdings Finance Co. LLC, 6.625% Sr. Unsec. Nts., 8/15/19⁴		367,000		359,837
Goldman Sachs Capital, Inc. (The), 6.345% Sub. Bonds, 2/15/34		440,000		413,179
Morgan Stanley:
5.55% Sr. Unsec. Unsub. Nts., Series F, 4/27/17		100,000		100,592
7.30% Sr. Unsec. Nts., 5/13/19		608,000		683,920

				1,557,528
Commercial Banks—0.9%
Barclays Bank plc, 6.278% Perpetual Bonds^2,10		540,000		402,300
City National Capital Trust I, 9.625% Jr. Sub. Bonds, 2/1/40		250,000		266,208
HSBC Finance Capital Trust IX, 5.911% Nts., 11/30/35³		390,000		323,700
PNC Funding Corp., 5.25% Gtd. Unsec. Sub. Nts., 11/15/15		270,000		278,007
Wachovia Corp., 5.625% Sub. Nts., 10/15/16		90,000		92,153
Wells Fargo & Co., 7.98% Jr. Sub. Perpetual Bonds, Series K¹⁰		770,000		775,775

				2,138,143
Consumer Finance—0.2%
Capital One Capital IV, 8.875% Jr. Sub. Nts., 5/15/40		420,000		450,450
Diversified Financial Services—1.1%
Citigroup, Inc., 8.125% Sr. Unsec. Nts., 7/15/39		620,000		701,873
JPMorgan Chase & Co., 7.90% Perpetual Bonds, Series 1¹⁰		895,000		926,176
Merrill Lynch & Co., Inc., 7.75% Jr. Sub. Bonds, 5/14/38		900,000		991,862

				2,619,911
Insurance—0.7%
AXA SA, 6.379% Sub. Perpetual Bonds^4,10		335,000		271,350
Hartford Financial Services Group, Inc. (The):
5.375% Sr. Unsec. Nts., 3/15/17		220,000		210,025
6% Sr. Unsec. Nts., 1/15/19		275,000		268,248
Lincoln National Corp.:
7% Jr. Sub. Bonds, 5/17/66³		315,000		264,600
8.75% Sr. Unsec. Nts., 7/1/19		142,000		162,518

F6 | OPPENHEIMER BALANCED FUND/VA


	Principal
	Amount		Value

Insurance Continued
Marsh & McLennan Cos., Inc., 5.15% Sr. Unsec. Nts., 9/15/10	$	235,000	$	240,953
Principal Life Global Funding I, 4.40% Sr. Sec. Nts., 10/1/10⁴		232,000		236,755
Prudential Holdings LLC, 8.695% Bonds, Series C, 12/18/23⁴		185,000		198,448

				1,852,897
Real Estate Investment Trusts—0.2%
Simon Property Group LP, 5.375% Sr. Unsec. Unsub. Nts., 6/1/11		230,000		238,836
WEA Finance LLC/WT Finance Aust Pty Ltd., 5.75% Nts., 9/2/15⁴		250,000		263,928

				502,764

Health Care—0.5%
Health Care Equipment & Supplies—0.2%
Boston Scientific Corp., 6% Sr. Unsec. Unsub. Nts., 1/15/20		379,000		387,980
Health Care Providers & Services—0.1%
WellPoint, Inc., 5% Sr. Unsec. Unsub. Nts., 1/15/11		220,000		227,528
Life Sciences Tools & Services—0.1%
Fisher Scientific International, Inc., 6.125% Sr. Unsec. Sub. Nts., 7/1/15		367,000		378,515
Pharmaceuticals—0.1%
Watson Pharmaceuticals, Inc., 6.125% Sr. Unsec. Nts., 8/15/19		240,000		248,079
Industrials—1.2%
Aerospace & Defense—0.4%
BAE Systems Holdings, Inc., 6.375% Nts., 6/1/19⁴		230,000		247,845
L-3 Communications Corp., 5.875% Sr. Sub. Nts., 1/15/15		250,000		250,938
Meccanica Holdings USA, Inc.:
6.25% Sr. Unsec. Unsub. Nts., 7/15/19⁴		130,000		138,961
6.25% Sr. Nts., 1/15/40⁴		70,000		70,320
7.375% Sr. Unsec. Unsub. Nts., 7/15/39⁴		220,000		247,782

				955,846

Commercial Services & Supplies—0.1%
Browning-Ferris Industries, Inc., 7.40% Sr. Unsec. Debs., 9/15/35		150,000		166,008
Republic Services, Inc., 6.75% Sr. Unsec. Unsub. Nts., 8/15/11		195,000		205,785

				371,793

Electrical Equipment—0.1%
Roper Industries, Inc., 6.25% Sr. Nts., 9/1/19		248,000		258,652
Industrial Conglomerates—0.3%
General Electric Capital Corp., 5.875% Unsec. Unsub. Nts., 1/14/38		180,000		167,207
Tyco International Ltd./Tyco International Finance SA, 6.875% Sr. Unsec. Unsub. Nts., 1/15/21		430,000		483,390

				650,597

Machinery—0.1%
SPX Corp., 7.625% Sr. Unsec. Nts., 12/15/14		265,000		274,275
Road & Rail—0.2%
CSX Corp., 7.375% Sr. Unsec. Nts., 2/1/19		355,000		406,244
Information Technology—0.3%
Electronic Equipment & Instruments—0.2%
Agilent Technologies, Inc., 5.50% Sr. Unsec. Unsub. Nts., 9/14/15		391,000		410,347
Software—0.1%
CA, Inc., 5.375% Sr. Unsec. Unsub. Nts., 12/1/19		295,000		297,220
Materials—1.0%
Chemicals—0.3%
Airgas, Inc., 4.50% Sr. Unsec. Unsub. Nts., 9/15/14		126,000		128,043
Terra Capital, Inc., 7.75% Sr. Nts., 11/1/19⁴		320,000		344,000
Yara International ASA, 7.875% Nts., 6/11/19⁴		209,000		239,037

				711,080

Containers & Packaging—0.1%
Ball Corp., 7.125% Sr. Unsec. Nts., 9/1/16		250,000		257,500
Metals & Mining—0.6%
Freeport-McMoRan Copper & Gold, Inc., 8.25% Sr. Unsec. Nts., 4/1/15		373,000		407,005
Teck Resources Ltd., 9.75% Sr. Sec. Nts., 5/15/14		275,000		318,656
Vale Overseas Ltd., 6.875% Sr. Unsec. Nts., 11/10/39		250,000		252,931
Xstrata Canada Corp.:5.375% Sr. Unsec. Unsub. Nts., 6/1/15		75,000		77,720
6% Sr. Unsec. Unsub. Nts., 10/15/15		132,000		141,144
Xstrata Finance Canada Ltd., 6.90% Nts., 11/15/37⁴		233,000		238,343

				1,435,799

Telecommunication Services—1.1%
Diversified Telecommunication Services—1.0%
AT&T, Inc., 6.30% Sr. Unsec. Bonds, 1/15/38		280,000		285,346
British Telecommunications plc, 9.625% Bonds, 12/15/30		151,000		192,899
Citizens Communications Co., 6.25% Sr. Nts., 1/15/13		235,000		236,763

F7 | OPPENHEIMER BALANCED FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Diversified Telecommunication Services Continued
Deutsche Telekom International Finance BV, 8.50% Unsub. Nts., 6/15/10³	$	167,000	$	172,601

Embarq Corp., 6.738% Sr. Unsec. Nts., 6/1/13		223,000		242,471

Telecom Italia Capital SA, 4.875% Sr. Unsec. Unsub. Nts., 10/1/10		345,000		353,171

Telefonica Europe BV, 7.75% Unsec. Nts., 9/15/10		165,000		172,638

Telus Corp., 8% Nts., 6/1/11		265,000		286,986

Verizon Communications, Inc., 6.40% Sr. Unsec. Nts., 2/15/38		180,000		188,800

Windstream Corp., 8.625% Sr. Unsec. Unsub. Nts., 8/1/16		280,000		286,300

				2,417,975

Wireless Telecommunication Services—0.1%
American Tower Corp., 7% Sr. Unsec. Nts., 10/15/17		185,000		205,813

Rogers Wireless, Inc., 9.625% Sr. Sec. Nts., 5/1/11		92,000		100,980

				306,793

Utilities—0.8%
Electric Utilities—0.1%
Allegheny Energy Supply Co. LLC, 8.25% Bonds, 4/15/12⁴		180,000		197,036

Exelon Corp., 5.625% Sr. Unsec. Bonds, 6/15/35		170,000		154,222

				351,258

Energy Traders—0.3%
Constellation Energy Group, Inc., 7.60% Unsec. Nts., 4/1/32		240,000		261,348

NRG Energy, Inc., 7.375% Sr. Nts., 2/1/16		235,000		235,881

Oncor Electric Delivery Co., 6.375% Sr. Sec. Nts., 1/15/15		303,000		330,881

				828,110

Multi-Utilities—0.4%
CMS Energy Corp., 6.55% Sr. Unsec. Unsub. Nts., 7/17/17		275,000		272,954

NiSource Finance Corp., 7.875% Sr. Unsec. Nts., 11/15/10		225,000		235,931

Sempra Energy:
6.50% Sr. Unsec. Nts., 6/1/16		100,000		108,594
9.80% Sr. Unsec. Nts., 2/15/19		200,000		250,020

				867,499


Total Non-Convertible Corporate Bonds and Notes (Cost $29,363,403)				30,994,004


	Shares

Investment Companies—12.3%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^11,12		326,558			326,558

Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%^11,13		30,151,515			30,151,515


Total Investment Companies (Cost $30,478,073)					30,478,073


Total Investments, at Value (Cost $272,681,099)		113.7	%		282,498,175

Liabilities in Excess of Other Assets		(13.7	)		(33,954,865	)


Net Assets		100.0	%	$	248,543,310

Footnotes to Statement of Investments


1.		Non-income producing security.

2.		Illiquid security. The aggregate value of illiquid securities as of December 31, 2009 was $1,188,560, which represents 0.48% of the Fund’s net assets. See Note 6 of accompanying.

3.		Represents the current interest rate for a variable or increasing rate security.

4.		Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $6,234,645 or 2.51% of the Fund’s net assets as of December 31, 2009.

5.		All or a portion of the security is held in collateralized accounts to cover initial margin requirements on open futures contracts. The aggregate market value of such securities is $535,751. See Note 5 of accompanying Notes.

6.		Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $4,906,915 or 1.97% of the Fund’s net assets as of December 31, 2009.

7.		The current amortization rate of the security’s cost basis exceeds the future interest payments currently estimated to be received. Both the amortization rate and interest payments are contingent on future mortgage pre-payment speeds and are therefore subject to change.

8.		Principal-Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans. The value of these securities generally increases as interest rates decline and prepayment rates rise. The price of these securities is typically more volatile than that of coupon-bearing bonds of the same maturity. Interest rates disclosed represent current yields based upon the current cost basis and estimated timing of future cash flows. These securities amount to $192,767 or 0.08% of the Fund’s net assets as of December 31, 2009.

9.		When-issued security or delayed delivery to be delivered and settled after December 31, 2009. See Note 1 of accompanying Notes.

F8 | OPPENHEIMER BALANCED FUND/VA


10.		This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.

11.		Rate shown is the 7-day yield as of December 31, 2009.

12.		Interest rate is less than 0.0005%.

13.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

Shares

Gross

Shares

December 31, 2008

Additions

Reductions

December 31, 2009

Oppenheimer Institutional Money Market Fund, Cl. E

8,646,429

210,207,912

188,702,826

30,151,515


	Value		Income

Oppenheimer Institutional Money Market Fund, Cl. E	$	30,151,515	$	198,336

Valuation Inputs

	1)		Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

	2)		Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

	3)		Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:


							Level 3—
	Level 1—			Level 2—			Significant
	Unadjusted			Other Significant			Unobservable
	Quoted Prices			Observable Inputs			Inputs		Value

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	10,015,972		$	—		$	—	$	10,015,972
Consumer Staples		15,350,049			—			—		15,350,049
Energy		13,238,804			—			—		13,238,804
Financials		15,707,981			—			—		15,707,981
Health Care		14,388,321			—			—		14,388,321
Industrials		11,184,602			—			—		11,184,602
Information Technology		43,892,423			—			—		43,892,423
Materials		4,420,620			—			—		4,420,620
Telecommunication Services		50			—			—		50
Utilities		1,408,590			—			—		1,408,590
Preferred Stocks		9,006,588			—			—		9,006,588
Rights, Warrants and Certificates		1			—			—		1
Asset-Backed Securities		—			9,525,209			—		9,525,209
Mortgage-Backed Obligations		—			71,518,360			—		71,518,360
U.S. Government Obligations		—			1,368,528			—		1,368,528
Non-Convertible Corporate Bonds and Notes		—			30,994,004			—		30,994,004
Investment Companies		30,478,073			—			—		30,478,073

Total Investments, at Value		169,092,074			113,406,101			—		282,498,175

Other Financial Instruments:
Futures margins		15,620			—			—		15,620

Total Assets	$	169,107,694		$	113,406,101		$	—	$	282,513,795


Liabilities Table
Other Financial Instruments:
Depreciated swaps, at value	$	—		$	(35,332	)	$	—	$	(35,332	)
Futures margins		(54,918	)		—			—		(54,918	)

Total Liabilities	$	(54,918	)	$	(35,332	)	$	—	$	(90,250	)

F9 | OPPENHEIMER BALANCED FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Futures Contracts as of December 31, 2009 are as follows:


								Unrealized
		Number of		Expiration				Appreciation
Contract Description	Buy/Sell	Contracts		Date		Value		(Depreciation)

U.S. Long Bonds	Buy		51		3/22/10	$	5,884,125	$	(229,304	)
U.S. Treasury Nts., 2 yr.	Sell		32		3/31/10		6,920,500		41,212
U.S. Treasury Nts., 5 yr.	Sell		33		3/31/10		3,774,633		66,472
U.S. Treasury Nts., 10 yr.	Buy		79		3/22/10		9,120,797		(207,374	)

								$	(328,994	)

Credit Default Swap Contracts as of December 31, 2009 are as follows:


	Buy/Sell	Notional		Pay/
Reference Entity/	Credit	Amount		Receive			Termination					Unrealized
Swap Counterparty	Protection	(000’s)		Fixed Rate			Date		Value			Depreciation

Vale Inco Ltd.:
Morgan Stanley Capital Services, Inc.	Buy	$	545		0.70	%		3/20/17	$	(14,286	)	$	14,286
Morgan Stanley Capital Services, Inc.	Buy		550		0.63			3/20/17		(11,903	)		11,903

	Total		1,095							(26,189	)		26,189

Vale Overseas:
Morgan Stanley Capital Services, Inc.	Sell		545		1.17			3/20/17		(3,327	)		3,327
Morgan Stanley Capital Services, Inc.	Sell		550		1.10			3/20/17		(5,816	)		5,816

	Total		1,095							(9,143	)		9,143

Grand Total Buys										(26,189	)		26,189
Grand Total Sells										(9,143	)		9,143

Total Credit Default Swaps									$	(35,332	)	$	35,332

The table that follows shows the undiscounted maximum potential payment by the Fund related to selling credit protection in credit default swaps:

Total Maximum Potential

Type of Reference Asset on which the Fund Sold

Payments for Selling Credit

Reference Asset

Protection

Protection (Undiscounted)

Amount Recoverable*

Rating Range**

Investment Grade Single Name Corporate Debt

$1,095,000

$—

BBB+


*		The Fund has no amounts recoverable from related purchased protection. In addition, the Fund has no recourse provisions under the credit derivatives and holds no collateral which can offset or reduce potential payments under a triggering event.

**		The period end reference asset security ratings, as rated by any rating organization, are included in the equivalent Standard & Poor’s rating category. The reference asset rating represents the likelihood of a potential credit event on the reference asset which would result in a related payment by the Fund.

The following table aggregates, as of period end, the amount receivable from/(payable to) each counterparty with whom the Fund has entered into a swap agreement. Swaps are individually disclosed in the preceding tables.

Swap Summary as of December 31, 2009 is as follows:


		Notional
	Swap Type from	Amount
Swap Counterparty	Fund Perspective	(000’s)		Value

Morgan Stanley Capital Services, Inc.:
	Credit Default Buy Protection	$	1,095	$	(26,189	)
	Credit Default Sell Protection		1,095		(9,143	)

				$	(35,332	)

See accompanying Notes to Financial Statements.

F10 | OPPENHEIMER BALANCED FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $242,529,584)	$	252,346,660
Affiliated companies (cost $30,151,515)		30,151,515

		282,498,175

Receivables and other assets:
Interest, dividends and principal paydowns		951,368
Futures margins		15,620
Other		13,752

Total assets		283,478,915

Liabilities
Depreciated swaps, at value		35,332

Payables and other liabilities:
Investments purchased on a when-issued or delayed delivery basis		34,401,962
Shares of beneficial interest redeemed		202,080
Futures margins		54,918
Distribution and service plan fees		53,777
Shareholder communications		33,382
Transfer and shareholder servicing agent fees		21,011
Trustees’ compensation		10,445
Other		122,698

Total liabilities		34,935,605

Net Assets	$	248,543,310


Composition of Net Assets
Par value of shares of beneficial interest	$	24,227

Additional paid-in capital		325,929,669

Accumulated net investment income		3,221,774

Accumulated net realized loss on investments and foreign currency transactions		(90,086,927	)

Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		9,454,567


Net Assets	$	248,543,310


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 $159,796,672 and 15,515,263 shares of beneficial interest outstanding)	$	10.30

Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $88,746,638 and 8,711,297 shares of beneficial interest outstanding)	$	10.19

See accompanying Notes to Financial Statements.

F11 | OPPENHEIMER BALANCED FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2009


Investment Income
Interest (net of foreign withholding taxes of $189)	$	5,013,737

Dividends:
Unaffiliated companies (net of foreign withholding taxes of $24,474)		2,568,963
Affiliated companies		198,336

Total investment income		7,781,036

Expenses
Management fees		1,759,787

Distribution and service plan fees—Service shares		191,645

Transfer and shareholder servicing agent fees:
Non-Service shares		111,060
Service shares		58,479

Shareholder communications:
Non-Service shares		73,071
Service shares		36,168

Trustees’ compensation		11,864

Custodian fees and expenses		4,250

Other		59,854

Total expenses		2,306,178
Less waivers and reimbursements of expenses		(695,204	)

Net expenses		1,610,974

Net Investment Income		6,170,062

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies		(25,783,290	)
Closing and expiration of option contracts written		279,815
Closing and expiration of futures contracts		50,329
Foreign currency transactions		(600,318	)
Short positions		3,103
Swap contracts		(4,840,574	)

Net realized loss		(30,890,935	)

Net change in unrealized appreciation (depreciation) on:
Investments		72,372,135
Translation of assets and liabilities denominated in foreign currencies		28,995
Futures contracts		(1,275,692	)
Swap contracts		(482,719	)

Net change in unrealized appreciation		70,642,719

Net Increase in Net Assets Resulting from Operations	$	45,921,846

See accompanying Notes to Financial Statements.

F12 | OPPENHEIMER BALANCED FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended December 31,	2009			2008

Operations
Net investment income	$	6,170,062		$	12,177,619

Net realized loss		(30,890,935	)		(85,153,827	)

Net change in unrealized appreciation (depreciation)		70,642,719			(121,531,304	)

Net increase (decrease) in net assets resulting from operations		45,921,846			(194,507,512	)

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		—			(8,878,080	)
Service shares		—			(2,607,795	)

		—			(11,485,875	)

Distributions from net realized gain:
Non-Service shares		—			(21,412,945	)
Service shares		—			(7,011,379	)

		—			(28,424,324	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(40,306,895	)		(42,030,701	)
Service shares		4,509,086			7,520,395

		(35,797,809	)		(34,510,306	)

Net Assets
Total increase (decrease)		10,124,037			(268,928,017	)

Beginning of period		238,419,273			507,347,290

End of period (including accumulated net investment income of $3,221,774 and $657,969, respectively)	$	248,543,310		$	238,419,273

See accompanying Notes to Financial Statements.

F13 | OPPENHEIMER BALANCED FUND/VA

FINANCIAL HIGHLIGHTS


Non-Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	8.45		$	16.41		$	17.69		$	17.07		$	17.35

Income (loss) from investment operations:
Net investment income¹		.25			.41			.43			.40			.33
Net realized and unrealized gain (loss)		1.60			(7.03	)		.19			1.38			.31

Total from investment operations		1.85			(6.62	)		.62			1.78			.64

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.39	)		(.46	)		(.36	)		(.30	)
Distributions from net realized gain		—			(.95	)		(1.44	)		(.80	)		(.62	)

Total dividends and/or distributions to shareholders		—			(1.34	)		(1.90	)		(1.16	)		(.92	)


Net asset value, end of period	$	10.30		$	8.45		$	16.41		$	17.69		$	17.07


Total Return, at Net Asset Value²		21.89	%		(43.47	)%		3.79	%		11.15	%		3.89	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	159,797		$	169,621		$	385,948		$	435,639		$	503,753

Average net assets (in thousands)	$	159,013		$	295,669		$	418,103		$	456,513		$	522,754

Ratios to average net assets:³
Net investment income		2.71	%		3.14	%		2.55	%		2.42	%		1.98	%
Total expenses		0.89	%⁴		0.76	%⁴		0.75	%⁴		0.75	%⁴		0.74	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.60	%		0.67	%		0.73	%		0.75	%		0.74	%

Portfolio turnover rate⁵		87	%		67	%		68	%		76	%		67	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	0.91	%
Year Ended December 31, 2008	0.76	%
Year Ended December 31, 2007	0.75	%
Year Ended December 31, 2006	0.75	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2009	$	504,698,365	$	520,212,670
Year Ended December 31, 2008	$	474,582,075	$	434,587,487
Year Ended December 31, 2007	$	296,201,319	$	315,527,720
Year Ended December 31, 2006	$	612,825,833	$	666,549,894
Year Ended December 31, 2005	$	1,224,652,741	$	1,250,455,539

See accompanying Notes to Financial Statements.

F14 | OPPENHEIMER BALANCED FUND/VA


Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	8.38		$	16.28		$	17.57		$	16.97		$	17.26

Income (loss) from investment operations:
Net investment income¹		.22			.37			.38			.36			.29
Net realized and unrealized gain (loss)		1.59			(6.97	)		.19			1.37			.31

Total from investment operations		1.81			(6.60	)		.57			1.73			.60

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.35	)		(.42	)		(.33	)		(.27	)
Distributions from net realized gain		—			(.95	)		(1.44	)		(.80	)		(.62	)

Total dividends and/or distributions to shareholders		—			(1.30	)		(1.86	)		(1.13	)		(.89	)


Net asset value, end of period	$	10.19		$	8.38		$	16.28		$	17.57		$	16.97


Total Return, at Net Asset Value²		21.60	%		(43.62	)%		3.49	%		10.86	%		3.67	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	88,746		$	68,798		$	121,399		$	111,363		$	88,156

Average net assets (in thousands)	$	77,101		$	100,164		$	117,012		$	100,010		$	72,977

Ratios to average net assets:³
Net investment income		2.42	%		2.90	%		2.30	%		2.17	%		1.74	%
Total expenses		1.15	%⁴		1.01	%⁴		1.00	%⁴		1.01	%⁴		1.00	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.85	%		0.92	%		0.98	%		1.01	%		1.00	%

Portfolio turnover rate⁵		87	%		67	%		68	%		76	%		67	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	1.17	%
Year Ended December 31, 2008	1.01	%
Year Ended December 31, 2007	1.00	%
Year Ended December 31, 2006	1.01	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2009	$	504,698,365	$	520,212,670
Year Ended December 31, 2008	$	474,582,075	$	434,587,487
Year Ended December 31, 2007	$	296,201,319	$	315,527,720
Year Ended December 31, 2006	$	612,825,833	$	666,549,894
Year Ended December 31, 2005	$	1,224,652,741	$	1,250,455,539

See accompanying Notes to Financial Statements.

F15 | OPPENHEIMER BALANCED FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Balanced Fund/VA (the “Fund”), is a separate series of Oppenheimer Variable Account Funds, an open end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek high total investment return, which includes current income and capital appreciation. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

F16 | OPPENHEIMER BALANCED FUND/VA

There have been no significant changes to the fair valuation methodologies during the period.

Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund maintains internally designated assets with a market value equal to or greater than the amount of its purchase commitments. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.

As of December 31, 2009, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:


	When-Issued or Delayed Delivery
	Basis Transactions

Purchased securities		$34,401,962

The Fund may enter into “forward roll” transactions with respect to mortgage-related securities. In this type of transaction, the Fund sells a mortgage-related security to a buyer and simultaneously agrees to repurchase a similar security (same type, coupon and maturity) at a later date at a set price. During the period between the sale and the repurchase, the Fund will not be entitled to receive interest and principal payments on the securities that have been sold. The Fund records the incremental difference between the forward purchase and sale of each forward roll as realized gain (loss) on investments or as fee income in the case of such transactions that have an associated fee in lieu of a difference in the forward purchase and sale price.

Forward roll transactions may be deemed to entail embedded leverage since the Fund purchases mortgage-related securities with extended settlement dates rather than paying for the securities under a normal settlement cycle. This embedded leverage increases the Fund’s market value of investments relative to its net assets which can incrementally increase the volatility of the Fund’s performance. Forward roll transactions can be replicated over multiple settlement periods.

Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Fund to receive inferior securities at redelivery as compared to the securities sold to the counterparty; and counterparty credit risk. To assure its future payment of the purchase price, the Fund maintains internally designated assets with a market value equal to or greater than the payment obligation under the roll.

Securities Sold Short. The Fund may short sell when-issued securities for future settlement. The value of the open short position is recorded as a liability, and the Fund records an unrealized gain or loss for the change in value of the open short position. The Fund records a realized gain or loss when the short position is closed out.

As of December 31, 2009, the Fund held no securities sold short.

F17 | OPPENHEIMER BALANCED FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Net Unrealized

Appreciation

Based on Cost of

Securities and

Undistributed

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3,4,5

Tax Purposes

$3,195,760

—

89,253,655

8,657,747

F18 | OPPENHEIMER BALANCED FUND/VA


1.		As of December 31, 2009, the Fund had $89,130,813 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, 2009, details of the capital loss carryforwards were as follows:


Expiring

2016	$	44,402,106
2017		44,728,707

Total	$	89,130,813


2.		The Fund had $2,354 of post-October foreign currency losses which were deferred.

3.		The Fund had $120,488 of straddle losses which were deferred.

4.		During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

5.		During the fiscal year ended December 31, 2008, the Fund did not utilize any capital loss carryforward.

Accordingly, the following amounts have been reclassified for December 31, 2009. Net assets of the Fund were unaffected by the reclassifications.


Reduction	Reduction to Accumulated		Reduction to Accumulated Net
to Paid-in Capital	Net Investment Income		Realized Loss on Investments

$119	$	3,606,257	$	3,606,376

The tax character of distributions paid during the years ended December 31, 2009 and December 31, 2008 was as follows:


	Year Ended		Year Ended
	December 31, 2009		December 31, 2008

Distributions paid from:
Ordinary income	$	—	$	16,601,502
Long-term capital gain		—		23,308,697

Total	$	—	$	39,910,199


Federal tax cost of securities	$	273,842,246
Federal tax cost of other investments		4,274,456

Total federal tax cost	$	278,116,702


Gross unrealized appreciation	$	28,597,222
Gross unrealized depreciation		(19,939,475	)

Net unrealized appreciation	$	8,657,747

F19 | OPPENHEIMER BALANCED FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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.

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, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Non-Service Shares
Sold		484,890		$	4,273,547			908,475		$	11,841,885
Dividends and/or distributions reinvested		—			—			2,214,256			30,291,025
Redeemed		(5,041,004	)		(44,580,442	)		(6,571,367	)		(84,163,611	)

Net decrease		(4,556,114	)	$	(40,306,895	)		(3,448,636	)	$	(42,030,701	)


Service Shares
Sold		1,886,160		$	16,689,571			1,716,888		$	19,475,736
Dividends and/or distributions reinvested		—			—			707,292			9,619,174
Redeemed		(1,382,728	)		(12,180,485	)		(1,673,753	)		(21,574,515	)

Net increase		503,432		$	4,509,086			750,427		$	7,520,395

F20 | OPPENHEIMER BALANCED FUND/VA

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2009, were as follows:


	Purchases		Sales

Investment securities	$	160,194,512	$	202,254,963
U.S. government and government agency obligations		1,986,590		619,823
To Be Announced (TBA) mortgage-related securities		504,698,365		520,212,670

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Over $800 million	0.60

Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to waive a portion of the advisory fee and/or reimburse certain expenses so the “Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses” will not exceed 0.67% of average annual net assets for Non-Service shares and 0.92% of average annual net assets for Service shares. During the year ended December 31, 2009, the Manager waived fees and/or reimbursed $342,968 and $169,984 for Non-Service and Service shares, respectively. This voluntary undertaking may be amended or withdrawn at any time.

Effective April 1, 2009 through March 31, 2010, the Manager has agreed to voluntarily waive its advisory fee by 0.08% of the Fund’s average annual net assets. During the year ended December 31, 2009, the Manager waived $145,024. This voluntary waiver will be applied after all other waivers and may be withdrawn at any time.

Prior to May 1, 2009, OFS had voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

F21 | OPPENHEIMER BALANCED FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.

Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following market risk factors defined below:

Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market. Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.

Credit Risk. Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.

The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.

Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.

Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.

F22 | OPPENHEIMER BALANCED FUND/VA

to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.

Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction. To reduce this risk the Fund has entered into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. (“ISDA”) master agreements, which allow the Fund to net unrealized appreciation and depreciation for positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty. In addition, the Fund may require that certain counterparties post cash and/or securities in collateral accounts to cover their net payment obligations for those derivative contracts subject to ISDA master agreements. If the counterparty fails to perform under these contracts and agreements, the cash and/or securities will be made available to the Fund.

As of December 31, 2009 the Fund has not required certain counterparties to post collateral.

Credit Related Contingent Features. The Fund has several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s ISDA master agreements which govern positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty.

As of December 31, 2009, the aggregate fair value of derivative instruments with credit related contingent features in a net liability position was $35,332, for which collateral was not posted by the Fund. If a contingent feature would have been triggered as of December 31, 2009, the Fund could have been required to pay this amount in cash to its counterparties. If the Fund fails to perform under these contracts and agreements, the cash and/or securities posted as collateral will be made available to the counterparty. Cash posted as collateral for these contracts, if any, is reported on the Statement of Assets and Liabilities; securities posted as collateral, if any, are reported on the Statement of Investments.

Valuations of derivative instruments as of December 31, 2009 are as follows:

Asset Derivatives

Liability Derivatives

Statement

Derivatives not

of Assets

Accounted for as

and Liabilities

Hedging Instruments

Location

Value

Location

Value

Credit contracts

Depreciated swaps, at value

35,332

Interest rate contracts

Futures margins

15,620

Futures margins

54,918

Total

15,620

90,250


*		Includes only the current day’s variation margin. Prior variation margin movements have been reflected in cash on the Statement of Assets and Liabilities upon receipt or payment.

F23 | OPPENHEIMER BALANCED FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

The effect of derivative instruments on the Statement of Operations is as follows::

Amount of Realized Gain or Loss Recognized on Derivatives


Derivatives not	Closing and		Closing and
Accounted for as	expiration of option		expiration of
Hedging Instruments	contracts written		futures contracts		Swap contracts			Total

Credit contracts	$	—	$	—	$	(5,425,208	)	$	(5,425,208	)
Equity contracts		279,815		—		—			279,815
Interest rate contracts		—		50,329		584,634			634,963

Total	$	279,815	$	50,329	$	(4,840,574	)	$	(4,510,430	)

Amount of Change in Unrealized Gain or Loss Recognized on Derivatives


Derivatives not
Accounted for as
Hedging Instruments	Futures contracts			Swap contracts			Total

Credit contracts	$	—		$	650,980		$	650,980
Interest rate contracts		(1,275,692	)		(1,133,699	)		(2,409,391	)

Total	$	(1,275,692	)	$	(482,719	)	$	(1,758,411	)

Foreign Currency Exchange Contracts

The Fund may enter into current and forward foreign currency exchange contracts for the purchase or sale of a foreign currency at a negotiated rate at a future date.

Foreign currency exchange contracts, if any, are reported on a schedule following the Statement of Investments. These contracts will be valued daily based upon the closing prices of the currency rates determined at the close of the Exchange as provided by a bank, dealer or pricing service. The resulting unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.

The Fund has purchased and sold foreign currency exchange contracts of different currencies in order to acquire currencies to pay for related foreign securities purchase transactions, or to convert foreign currencies to U.S. dollars from related foreign securities sale transactions. These foreign currency exchange contracts are negotiated at the current spot exchange rate with settlement typically within two business days thereafter.

Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty will default. If the counterparty defaults, the Fund’s loss will consist of the net amount of contractual payments that the Fund has not yet received.

As of December 31, 2009, the Fund held no outstanding forward contracts.

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a financial instrument at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts.

Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when the Fund’s assets are valued.

Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses.

F24 | OPPENHEIMER BALANCED FUND/VA

Futures contracts are reported on a schedule following the Statement of Investments. Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. Cash held by the broker to cover initial margin requirements on open futures contracts and the receivable and/or payable for the daily mark to market for the variation margin are noted in the Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Statement of Operations. Realized gains (losses) are reported in the Statement of Operations at the closing or expiration of futures contracts.

The Fund has purchased futures contracts on various bonds and notes to increase exposure to interest rate risk.

The Fund has sold futures contracts on various bonds and notes to decrease exposure to interest rate risk.

Additional associated risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.

Option Activity

The Fund may buy and sell put and call options, or write put and covered call options. 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. The difference between the premium received or paid, and market value of the option, is recorded as unrealized appreciation or depreciation. The net change in unrealized appreciation or depreciation is reported in the Statement of Operations. When an option is exercised, the cost of the security purchased or the proceeds of the security sale are adjusted by the amount of premium received or paid. Upon the expiration or closing of the option transaction, a gain or loss is reported in the Statement of Operations.

Securities designated to cover outstanding call or put options are noted in the Statement of Investments where applicable. Options written are reported in a schedule following the Statement of Investments and as a liability in the Statement of Assets and Liabilities.

The Fund has written put options on individual equity securities and, or, equity indexes to increase exposure to equity risk. A written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

The Fund has written covered call options on individual equity securities and, or, equity indexes to decrease exposure to equity risk. A written covered call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

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 that there may be an illiquid market where the Fund is unable to close the contract.

Additional associated risks to the Fund include counterparty credit risk for over-the-counter options and liquidity risk.

Written option activity for the year ended December 31, 2009 was as follows:


	Call Options						Put Options
	Number of			Amount of			Number of			Amount of
	Contracts			Premiums			Contracts			Premiums

Options outstanding as of December 31, 2008		—		$	—			—		$	—
Options written		1,056			102,429			988			177,386
Options closed or expired		(1,056	)		(102,429	)		(988	)		(177,386	)

Options outstanding as of December 31, 2009		—		$	—			—		$	—

F25 | OPPENHEIMER BALANCED FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

Swap Contracts

The Fund may enter into swap contract agreements with a counterparty to exchange a series of cash flows based on either specified reference rates, or the occurrence of a credit event, over a specified period. Such contracts may include interest rate, equity, debt, index, total return, credit and currency swaps.

Swaps are marked to market daily using primarily quotations from pricing services, counterparties and brokers. Swap contracts are reported on a schedule following the Statement of Investments. The values of swap contracts are aggregated by positive and negative values and disclosed separately on the Statement of Assets and Liabilities by contracts in unrealized appreciation and depreciation positions. Upfront payments paid or received, if any, affect the value of the respective swap. Therefore, to determine the unrealized appreciation (depreciation) on swaps, upfront payments paid should be subtracted from, while upfront payments received should be added to, the value of contracts reported as an asset on the Statement of Assets and Liabilities. Conversely, upfront payments paid should be added to, while upfront payments received should be subtracted from the value of contracts reported as a liability. The unrealized appreciation (depreciation) related to the change in the valuation of the notional amount of the swap is combined with the accrued interest due to (owed by) the Fund at termination or settlement. The net change in this amount during the period is included on the Statement of Operations. The Fund also records any periodic payments received from (paid to) the counterparty, including at termination, under such contracts as realized gain (loss) on the Statement of Operations.

Swap contract agreements are exposed to the market risk factor of the specific underlying reference asset. Swap contracts are typically more attractively priced compared to similar investments in related cash securities because they isolate the risk to one market risk factor and eliminate the other market risk factors. Investments in cash securities (for instance bonds) have exposure to multiple risk factors (credit and interest rate risk). Because swaps require little or no initial cash investment, they can expose the Fund to substantial risk in the isolated market risk factor.

Credit Default Swap Contracts. A credit default swap is a bilateral contract that enables an investor to buy or sell protection on a debt security against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on the debt security, bankruptcy or restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a single security or a basket of securities (the “reference asset”).

The buyer of protection pays a periodic fee to the seller of protection based on the notional amount of debt securities underlying the swap contract. The seller of protection agrees to compensate the buyer of protection for future potential losses as a result of a credit event on the reference asset. The contract effectively transfers the credit event risk of the reference asset from the buyer of protection to the seller of protection.

The ongoing value of the contract will fluctuate throughout the term of the contract based primarily on the credit risk of the reference asset. If the credit quality of the reference asset improves relative to the credit quality at contract initiation, the buyer of protection may have an unrealized loss greater than the anticipated periodic fee owed. This unrealized loss would be the result of current credit protection being cheaper than the cost of credit protection at contract initiation. If the buyer elects to terminate the contract prior to its maturity, and there has been no credit event, this unrealized loss will become realized. If the contract is held to maturity, and there has been no credit event, the realized loss will be equal to the periodic fee paid over the life of the contract.

If there is a credit event, the buyer of protection can exercise its rights under the contract and receive a payment from the seller of protection equal to the notional amount of the reference asset less the market value of the reference asset. Upon exercise of the contract the difference between the value of the underlying reference asset and the notional amount is recorded as realized gain (loss) and is included on the Statement of Operations.

The Fund has sold credit protection through credit default swaps to increase exposure to the credit risk of individual securities and, or, indexes that are either unavailable or considered to be less attractive in the bond market.

The Fund has purchased credit protection through credit default swaps to decrease exposure to the credit risk of individual securities and, or, indexes.

F26 | OPPENHEIMER BALANCED FUND/VA

The Fund has also engaged in pairs trades by purchasing protection through a credit default swap referenced to the debt of an issuer, and simultaneously selling protection through a credit default swap referenced to the debt of a different issuer with the intent to realize gains from the pricing differences of the two issuers who are expected to have similar market risks. Pairs trades attempt to gain exposure to credit risk while hedging or offsetting the effects of overall market movements.

The Fund has engaged in spread curve trades by simultaneously purchasing and selling protection through credit default swaps referenced to the same issuer but with different maturities. Spread curve trades attempt to gain exposure to credit risk on a forward basis by realizing gains on the expected differences in spreads.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

Interest Rate Swap Contracts. An interest rate swap is an agreement between counterparties to exchange periodic payments based on interest rates. One cash flow stream will typically be a floating rate payment based upon a specified interest rate while the other is typically a fixed interest rate.

The Fund has entered into interest rate swaps in which it pays a floating interest rate and receives a fixed interest rate in order to increase exposure to interest rate risk. Typically, if relative interest rates rise, payments made by the Fund under a swap agreement will be greater than the payments received by the Fund.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

As of December 31, 2009, the Fund had no such interest rate swap agreements outstanding.

Total Return Swap Contracts. A total return swap is an agreement between counterparties to exchange periodic payments based on asset or non-asset references. One cash flow is typically based on a non-asset reference (such as an interest rate or index) and the other on the total return of a reference asset (such as a security or a basket of securities). The total return of the reference asset typically includes appreciation or depreciation on the reference asset, plus any interest or dividend payments.

Total return swap contracts are exposed to the market risk factor of the specific underlying financial instrument or index. Total return swaps are less standard in structure than other types of swaps and can isolate and, or, include multiple types of market risk factors including equity risk, credit risk, and interest rate risk.

The Fund has entered into total return swaps to increase exposure to the credit risk of various indexes or basket of securities. These credit risk related total return swaps require the Fund to pay, or receive payments, to, or from, the counterparty based on the movement of credit spreads of the related indexes.

The Fund has entered into total return swaps to decrease exposure to the credit risk of various indexes or basket of securities. These credit risk related total return swaps require the fund to pay, or receive payments, to, or from, the counterparty based on the movement of credit spreads of the related indexes.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

As of December 31, 2009, the Fund had no such total return swap agreements outstanding.

6. Illiquid Securities

As of December 31, 2009, investments in securities included issues that are illiquid. Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. The Fund will not invest more than 15% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with an applicable footnote on the Statement of Investments.

7. Subsequent Events Evaluation

F27 | OPPENHEIMER BALANCED FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

8. Pending Litigation

F28 | OPPENHEIMER BALANCED FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of

Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Balanced Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer Balanced Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Balanced Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
February 16, 2010

F29 | OPPENHEIMER BALANCED FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality, and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Emmanuel Ferriera, Krishna Memani and Peter Strzalkowski, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

8 | OPPENHEIMER BALANCED FUND/VA

performance was below its peer group median. The Board considered the Manager’s assertion that the Fund’s under-performance in 2008 mainly reflects the challenges faced by its fixed income portfolio, which was managed by the Core Plus Team, and that the underperformance in 2008 was a combination of exposure to the commercial and residential mortgages and turbulent capital markets, which impacted the Fund’s longer term track record. The Board also noted the appointment of a new portfolio manager and a newly formed Investment Grade Fixed Income team on April 1, 2009 to oversee the Fund’s investments.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other mixed-asset target allocation moderate funds underlying variable insurance products. The Board noted that the Fund’s total expenses were lower than its peer group median although actual management fees were higher its peer group median. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because of the disparity among VA funds in how insurance companies may be compensated for the services they provide to shareholders, when comparing the expenses of the various VA funds it is most appropriate to focus on the total expenses rather than on the management fees. Accordingly, while the Board reviewed and considered all expenses in its consideration of the Advisory Agreement, it paid particular attention to total expenses. The Board noted that the Fund’s management fee schedule was equal to the management fee schedule for the Oppenheimer Balanced Fund. The Board also considered that, effective September 1, 2007, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, will not exceed 0.67% for Non-Service Shares and 0.92% for Service Shares. The Board also noted that the Manager has agreed to voluntarily waive 0.08% of its management fee effective April 1, 2009 through March 31, 2010. This voluntary waiver will be applied after all other waivers and/or reimbursements and may be withdrawn at any time after March 31, 2010.

9 | OPPENHEIMER BALANCED FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

10 | OPPENHEIMER BALANCED FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 1999) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 1999) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000 - June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1990) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1996) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

11 | OPPENHEIMER BALANCED FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Robert J. Malone, Trustee (since 2002) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2000) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004- March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007- December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and 94 portfolios as an Officer in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Ferreira, Memani, Strzalkowski, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Emmanuel Ferreira, Vice President and Portfolio Manager (since 2003) Age: 42		Vice President of the Manager (since January 2003); Portfolio Manager at Lashire Investments (July 1999- December 2002). A portfolio manager and officer of 3 portfolios in the OppenheimerFunds complex.

12 | OPPENHEIMER BALANCED FUND/VA


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Krishna Memani, Vice President and Portfolio Manager (since 2009) Age: 49		Senior Vice President and Head of the Investment Grade Fixed Income Team of the Manager (since March 2009). Mr. Memani was a Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (from June 2006 through January 2009). He was the Chief Credit Strategist at Credit Suisse Securities (from August 2002 through March 2006). He was a Managing Director and Senior Portfolio Manager at Putnam Investments (from September 1998 through June 2002). He is a portfolio manager and an officer of 10 portfolios in the OppenheimerFunds complex.

Peter A. Strzalkowski, Vice President and Portfolio Manager (since 2009) Age: 44		Vice President of the Manager (since August 2007); CFA and a member of the Manger’s Investment Grade Fixed Income Team (since April 2009). Prior to joining the Manager, Managing Partner and Chief Investment Officer of Vector Capital Management, LLC, a structured products money management firm he founded (July 2006-August 2007); Senior Portfolio Manager at Highland Capital Management, L.P. (June 2005-July 2006); Senior Fixed Income Portfolio Manager at Microsoft Corp. (June 2003-June 2005); a Vice President and Senior Fixed Income Portfolio Manager at First Citizens Bank Trust, Capital Management Group (April 2000-June 2003); a Vice President and Fixed Income Portfolio Manager at Centura Banks (November 1998-April 2000). A portfolio manager and officer of 7 portfolios in the OppenheimerFunds complex.

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

13 | OPPENHEIMER BALANCED FUND/VA

OPPENHEIMER CAPITAL APPRECIATION FUND/VA

Fund Objective: The Fund seeks capital appreciation by investing in securities of well-known, established companies.

Portfolio Manager: Marc L. Baylin

Average Annual Total Returns

For the Periods Ended 12/31/09


	1-Year		5-Year		10-Year

Non-Service Shares	44.52	%	0.39	%	-0.93	%

					Since
					Inception
	1-Year		5-Year		(9/18/01)

Service Shares	44.15	%	0.14	%	2.04	%

Expense Ratios

For the Fiscal Year Ended 12/31/09


	Gross Expense		Net Expense
	Ratios		Ratios

Non-Service Shares	0.78	%	0.78	%
Service Shares	1.04		1.03

Sector Allocation

Information Technology 35.6% Computers & Peripherals 7.3 Communications Equipment 6.1 Software 6.0 Internet Software & Services 5.6 IT Services 5.4 Semiconductors & Semiconductor Equipment 4.7 Electronic Equipment & Instruments 0.5 Health Care1 6.2 Consumer Discretionary 9.6 Consumer Staples 8.6 Financials 8.6 Energy 8.2 Industrials 6.0 Materials 4.8 Telecommunication Services 2.4

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on the total market value of common stocks.

Top Ten Common Stock Holdings


Google, Inc., Cl. A	4.2	%
QUALCOMM, Inc.	3.3
Apple, Inc.	2.8
Hewlett-Packard Co.	2.5
Visa, Inc., Cl. A	2.1
Baxter International, Inc.	2.0
Monsanto Co.	2.0
Occidental Petroleum Corp.	1.9
Nestle SA	1.9
MasterCard, Inc., Cl. A	1.9

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on net assets.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

2 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. During the twelve-month period ended December 31, 2009, Oppenheimer Capital Appreciation Fund/VA’s Non-Service shares produced a 44.52% return, outperforming the Russell 1000 Growth Index (the “Index”) and the S&P 500 Index, which returned 37.21% and 26.47%, respectively. The Fund outperformed the Index in seven out of ten sectors during the reporting period.

The global recession that defined 2008 continued in the first half of 2009, as unemployment rates climbed, housing prices slumped and consumer confidence remained depressed. The economic downturn had been intensified by a global banking crisis that led to the failures of several major financial institutions and nearly frozen conditions in some credit markets. In response, the U.S. Federal Reserve (the “Fed”) reduced short-term interest rates aggressively, including a cut in mid-December 2008 that drove its target for the overnight federal funds rate to an unprecedented low of 0% to 0.25%.

In terms of contributors to Fund performance, the Fund fared particularly well within the financials, information technology and telecommunication services sectors. Within financials, the Fund benefited from better relative stock selection versus the Index. The Fund’s overweight position in the sector, which performed well for the Index in the midst of the market rebound, also contributed to relative results. Individual securities which benefited performance included BM&F BOVESPA SA, The Goldman Sachs Group, Inc., Credit Suisse Group AG and MSCI, Inc. The Fund’s overweight position in these securities helped performance.

In information technology, stronger relative stock selection as well as an overweight position resulted in the Fund’s outperformance within the sector. Research In Motion Ltd., Google, Inc., NVIDIA Corp., NetApp, Inc. and Broadcom Corp. were among the top performing securities for the Fund in the sector. These securities outperformed during the reporting period, and our overweight position in each of them contributed positively to the Fund’s performance.

The Fund outperformed the Index in telecommunication services primarily as a result of its stock selection strategy. Overweight positions in strong performing stocks Crown Castle International Corp. and NII Holdings, Inc. provided strong relative results for the Fund. In terms of other sectors, the Fund also outperformed in the consumer staples, industrials and utilities sectors by underweighting these weaker performing sectors of the Index for the period.

On the negative side, the Fund underperformed the Index within consumer discretionary and healthcare. Within consumer discretionary, Apollo Group, Inc. had a difficult reporting period and detracted from results. An underweight position in Amazon.com, Inc. also hurt relative performance, as the stock performed well for the Index. Within healthcare,

3 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

FUND PERFORMANCE DISCUSSION Continued

the Fund’s overweight in the biotechnology subsector hurt relative performance while relative stock selection in the healthcare equipment and supplies subsector underperformed the Index. The Fund’s performance in materials was roughly neutral compared to the Index.

As of the end of the reporting period, the Fund had overweight positions in energy, financials, information technology, telecommunication services, materials and healthcare with underweight positions in consumer staples and industrials in particular, followed by consumer discretionary and utilities. Within utilities, the Fund held no securities at period end. 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, 2009. 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 September 18, 2001. 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 graph assumes 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, and the Russell 1000 Growth Index, an unmanaged index of 1,000 U.S. large cap growth stocks. The index performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. 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.

4 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	July 1, 2009		December 31, 2009		December 31, 2009

Actual
Non-Service shares	$	1,000.00	$	1,226.40	$	4.55
Service shares		1,000.00		1,224.60		5.96

Hypothetical (5% return before expenses)
Non-Service shares		1,000.00		1,021.12		4.13
Service shares		1,000.00		1,019.86		5.41


Class	Expense Ratios

Non-Service shares		0.81	%
Service shares		1.06

6 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Shares		Value

Common Stocks—98.2%
Consumer Discretionary—9.4%
Diversified Consumer Services—1.1%
Apollo Group, Inc., Cl. A¹		267,450	$	16,202,121
Hotels, Restaurants & Leisure—0.6%
McDonald’s Corp.		145,140		9,062,542
Internet & Catalog Retail—1.2%
Amazon.com, Inc.¹		133,073		17,900,980
Media—2.5%
Cablevision Systems Corp. New York
Group, Cl. A		629,575		16,255,627
McGraw-Hill Cos., Inc. (The)		298,360		9,998,044
Walt Disney Co. (The)		350,670		11,309,108

				37,562,779

Specialty Retail—1.4%
Bed Bath & Beyond, Inc.¹		235,410		9,093,888
Staples, Inc.		502,050		12,345,410

				21,439,298

Textiles, Apparel & Luxury Goods—2.6%
Coach, Inc.		543,300		19,846,749
Nike, Inc., Cl. B		169,440		11,194,901
Polo Ralph Lauren Corp., Cl. A		114,700		9,288,406

				40,330,056

Consumer Staples—8.5%
Beverages—1.8%
PepsiCo, Inc.		437,050		26,572,640
Food & Staples Retailing—2.0%
Wal-Mart Stores, Inc.		438,700		23,448,515
Walgreen Co.		186,240		6,838,733

				30,287,248

Food Products—2.9%
Cadbury plc		940,340		12,112,695
Nestle SA		591,921		28,724,863
Unilever NV CVA		116,900		3,812,485

				44,650,043

Household Products—0.9%
Colgate-Palmolive Co.		166,370		13,667,296
Tobacco—0.9%
Philip Morris International, Inc.		282,570		13,617,048
Energy—8.0%
Energy Equipment & Services—3.1%
Cameron International Corp.¹		300,170		12,547,106
Halliburton Co.		467,140		14,056,243
Schlumberger Ltd.		324,410		21,115,847

				47,719,196

Oil, Gas & Consumable Fuels—4.9%
Apache Corp.		151,080		15,586,924
Cobalt International Energy, Inc.¹		312,110		4,319,602
EOG Resources, Inc.		66,900		6,509,370
Occidental Petroleum Corp.		353,410		28,749,904
Range Resources Corp.		211,720		10,554,242
Southwestern Energy Co.¹		175,310		8,449,942

				74,169,984

Financials—8.4%
Capital Markets—3.8%
Charles Schwab Corp. (The)		718,990		13,531,392
Credit Suisse Group AG		299,181		14,735,005
Goldman Sachs Group, Inc. (The)		99,600		16,816,464
Julius Baer Group Ltd.		171,872		6,002,725
T. Rowe Price Group, Inc.		123,960		6,600,870

				57,686,456

Commercial Banks—0.7%
Wells Fargo & Co.		368,080		9,934,479
Diversified Financial Services—3.4%
BM&F BOVESPA SA		1,667,360		11,587,906
IntercontinentalExchange, Inc.¹		190,370		21,378,551
JPMorgan Chase & Co.		230,100		9,588,267
MSCI, Inc., Cl. A¹		291,913		9,282,833

				51,837,557

Real Estate Management & Development—0.5%
Jones Lang LaSalle, Inc.		135,080		8,158,832
Health Care—15.9%
Biotechnology—3.9%
Amgen, Inc.¹		229,240		12,968,107
Celgene Corp.¹		344,260		19,168,397
Gilead Sciences, Inc.¹		474,620		20,541,554
Vertex Pharmaceuticals, Inc.¹		161,540		6,921,989

				59,600,047

Health Care Equipment & Supplies—3.7%
Baxter International, Inc.		509,980		29,925,626
Dentsply International, Inc.		319,430		11,234,353
St. Jude Medical, Inc.¹		167,350		6,155,133
Stryker Corp.		181,940		9,164,318

				56,479,430

Health Care Providers & Services—3.3%
Express Scripts, Inc.¹		308,660		26,683,657
Medco Health Solutions, Inc.¹		210,720		13,467,115
Schein (Henry), Inc.¹		191,130		10,053,438

				50,204,210

F1 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares			Value

Life Sciences Tools & Services—1.7%
Illumina, Inc.¹		189,280		$	5,801,432
Thermo Fisher Scientific, Inc.¹		409,700			19,538,593

					25,340,025

Pharmaceuticals—3.3%
Allergan, Inc.		282,530			17,802,215
Novo Nordisk AS, Cl. B		132,810			8,494,354
Roche Holding AG		85,146			14,470,169
Shire plc		473,370			9,251,481

					50,018,219

Industrials—5.9%
Aerospace & Defense—2.2%
General Dynamics Corp.		128,740			8,776,206
Goodrich Corp.		131,832			8,470,206
Lockheed Martin Corp.		208,480			15,708,968

					32,955,380

Construction & Engineering—0.5%
Quanta Services, Inc.¹		383,870			7,999,851
Electrical Equipment—1.9%
ABB Ltd.		1,026,207			19,626,598
First Solar, Inc.¹		67,260			9,107,004

					28,733,602

Machinery—0.7%
Joy Global, Inc.		186,007			9,596,101
Professional Services—0.3%
Verisk Analytics, Inc., Cl. A¹		159,583			4,832,173
Road & Rail—0.3%
Union Pacific Corp.		78,270			5,001,453
Information Technology—35.0%
Communications Equipment—6.0%
F5 Networks, Inc.¹		149,220			7,905,676
Juniper Networks, Inc.¹		484,160			12,912,547
QUALCOMM, Inc.		1,072,590			49,618,013
Research in Motion Ltd.¹		315,370			21,300,090

					91,736,326

Computers & Peripherals—7.1%
Apple, Inc.¹		204,100			43,036,526
Dell, Inc.¹		763,550			10,964,578
Hewlett-Packard Co.		735,100			37,865,001
NetApp, Inc.¹		478,800			16,465,932

					108,332,037

Electronic Equipment & Instruments—0.5%
Corning, Inc.		382,050			7,377,386
Internet Software & Services—5.6%
eBay, Inc.¹		844,530			19,880,236
Google, Inc., Cl. A¹		103,900			64,415,922

					84,296,158

IT Services—5.3%
Accenture plc, Cl. A		281,800			11,694,700
MasterCard, Inc., Cl. A		111,830			28,626,243
Visa, Inc., Cl. A		367,197			32,115,050
Western Union Co.		416,900			7,858,565

					80,294,558

Semiconductors & Semiconductor Equipment—4.6%
Broadcom Corp., Cl. A¹		588,940			18,522,163
MEMC Electronic Materials, Inc.¹		824,000			11,222,880
NVIDIA Corp.¹		1,294,180			24,175,282
Texas Instruments, Inc.		615,100			16,029,506

					69,949,831

Software—5.9%
Adobe Systems, Inc.¹		624,930			22,984,925
Microsoft Corp.		682,350			20,804,852
Nintendo Co. Ltd.		42,800			10,128,437
Oracle Corp.		1,047,290			25,700,497
Salesforce.com, Inc.¹		126,975			9,366,946

					88,985,657

Materials—4.7%
Chemicals—4.3%
Monsanto Co.		363,240			29,694,870
Potash Corp. of Saskatchewan, Inc.		143,210			15,538,285
Praxair, Inc.		245,642		19,727,509
					64,960,664
Metals & Mining—0.4%
Xstrata plc¹		406,480			7,159,598
Telecommunication Services—2.4%
Wireless Telecommunication Services—2.4%
Crown Castle International Corp.¹		531,080			20,733,363
NII Holdings, Inc.¹		457,400			15,359,492

					36,092,855

Total Common Stocks (Cost $1,110,578,450)					1,490,744,116

Investment Companies—0.5%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^2,3		442,202			442,202
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%^2,4		7,898,767			7,898,767


Total Investment Companies (Cost $8,340,969)					8,340,969

Total Investments, at Value (Cost $1,118,919,419)		98.7	%		1,499,085,085
Other Assets Net of Liabilities		1.3			19,274,845

Net Assets		100.0	%	$	1,518,359,930

F2 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

Footnotes to Statement of Investments

1.		Non-income producing security.

2.		Rate shown is the 7-day yield as of December 31, 2009.

3.		Interest rate is less than 0.0005%.

4.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares		Gross		Gross		Shares
	December 31, 2008		Additions		Reductions		December 31, 2009

Oppenheimer Institutional Money Market Fund, Cl. E		22,383,442		253,801,901		268,286,576		7,898,767

					Value		Income

Oppenheimer Institutional Money Market Fund, Cl. E					$	7,898,767	$	130,800

Valuation Inputs

	1) Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

	2) Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

	3) Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:


						Level 3—
	Level 1—		Level 2—			Significant
	Unadjusted		Other Significant			Unobservable
	Quoted Prices		Observable Inputs			Inputs		Value

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	142,497,776	$	—		$	—	$	142,497,776
Consumer Staples		128,794,275		—			—		128,794,275
Energy		121,889,180		—			—		121,889,180
Financials		95,291,688		32,325,636			—		127,617,324
Health Care		241,641,931		—			—		241,641,931
Industrials		69,491,962		19,626,598			—		89,118,560
Information Technology		530,971,953		—			—		530,971,953
Materials		64,960,664		7,159,598			—		72,120,262
Telecommunication Services		36,092,855		—			—		36,092,855
Investment Companies		8,340,969		—			—		8,340,969

Total Investments, at Value		1,439,973,253		59,111,832			—		1,499,085,085
Other Financial Instruments:
Foreign currency exchange contracts		—		13,611			—		13,611

Total Assets	$	1,439,973,253	$	59,125,443		$	—	$	1,499,098,696


Liabilities Table
Other Financial Instruments:
Foreign currency exchange contracts	$	—	$	(9,216	)	$	—	$	(9,216	)

Total Assets	$	—	$	(9,216	)	$	—	$	(9,216	)

F3 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,111,020,652)	$	1,491,186,318
Affiliated companies (cost $7,898,767)		7,898,767

		1,499,085,085
Unrealized appreciation on foreign currency exchange contracts		13,611
Receivables and other assets:
Investments sold		37,053,301
Dividends		2,266,109
Other		30,046

Total assets		1,538,448,152

Liabilities
Unrealized depreciation on foreign currency exchange contracts		9,216
Payables and other liabilities:
Investments purchased		11,710,320
Shares of beneficial interest redeemed		7,727,407
Distribution and service plan fees		268,064
Shareholder communications		183,899
Transfer and shareholder servicing agent fees		127,636
Trustees’ compensation		25,838
Other		35,842

Total liabilities		20,088,222

Net Assets	$	1,518,359,930


Composition of Net Assets
Par value of shares of beneficial interest	$	41,205
Additional paid-in capital		1,583,968,415
Accumulated net investment income		434,803
Accumulated net realized loss on investments and foreign currency transactions		(446,342,810	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		380,258,317

Net Assets	$	1,518,359,930


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 $1,074,190,198 and 29,082,392 shares of beneficial interest outstanding)	$	36.94
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $444,169,732 and 12,122,685 shares of beneficial interest outstanding)	$	36.64

See accompanying Notes to Financial Statements.

F5 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2009


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $261,942)	$	13,722,325
Affiliated companies		130,800
Interest		4,365

Total investment income		13,857,490

Expenses
Management fees		8,611,318
Distribution and service plan fees — Service shares		922,244
Transfer and shareholder servicing agent fees:
Non-Service shares		666,427
Service shares		269,819
Shareholder communications:
Non-Service shares		346,404
Service shares		138,166
Trustees’ compensation		44,550
Custodian fees and expenses		22,658
Other		70,132

Total expenses		11,091,718
Less waivers and reimbursements of expenses		(27,531	)

Net expenses		11,064,187

Net Investment Income		2,793,303


Realized and Unrealized Gain (Loss)
Net realized loss on:
Investments from unaffiliated companies		(40,506,486	)
Foreign currency transactions		(2,789,837	)

Net realized loss		(43,296,323	)
Net change in unrealized appreciation on:
Investments		510,382,835
Translation of assets and liabilities denominated in foreign currencies		10,917,248

Net change in unrealized appreciation		521,300,083

Net Increase in Net Assets Resulting from Operations	$	480,797,063

See accompanying Notes to Financial Statements.

F6 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended December 31,	2009			2008

Operations
Net investment income	$	2,793,303		$	3,204,095
Net realized loss		(43,296,323	)		(264,875,837	)
Net change in unrealized appreciation (depreciation)		521,300,083			(676,764,840	)

Net increase (decrease) in net assets resulting from operations		480,797,063			(938,436,582	)

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(2,975,281	)		(1,851,681	)
Service shares		(24,236	)		—

		(2,999,517	)		(1,851,681	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(97,375,095	)		(114,814,298	)
Service shares		(5,924,734	)		20,286,295

		(103,299,829	)		(94,528,003	)

Net Assets
Total increase (decrease)		374,497,717			(1,034,816,266	)
Beginning of period		1,143,862,213			2,178,678,479

End of period (including accumulated net investment income of $434,803 and $1,288,398, respectively)	$	1,518,359,930		$	1,143,862,213

See accompanying Notes to Financial Statements.

F7 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

FINANCIAL HIGHLIGHTS


Non-Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	25.67		$	47.18		$	41.43		$	38.52		$	36.99

Income (loss) from investment operations:
Net investment income¹		.09			.10			.07			.07			.18
Net realized and unrealized gain (loss)		11.27			(21.55	)		5.78			2.98			1.68

Total from investment operations		11.36			(21.45	)		5.85			3.05			1.86

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.09	)		(.06	)		(.10	)		(.14	)		(.33	)

Net asset value, end of period	$	36.94		$	25.67		$	47.18		$	41.43		$	38.52


Total Return, at Net Asset Value²		44.52	%		(45.52	)%		14.15	%		7.95	%		5.10	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,074,190		$	829,931		$	1,631,791		$	1,598,967		$	1,652,282

Average net assets (in thousands)	$	927,670		$	1,256,525		$	1,631,686		$	1,615,352		$	1,658,910

Ratios to average net assets:³
Net investment income		0.29	%		0.25	%		0.15	%		0.17	%		0.47	%
Total expenses		0.78	%⁴		0.66	%⁴		0.65	%⁴		0.67	%⁴		0.66	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.78	%		0.66	%		0.65	%		0.67	%		0.66	%

Portfolio turnover rate		46	%		67	%		59	%		47	%		70	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	0.78	%
Year Ended December 31, 2008	0.66	%
Year Ended December 31, 2007	0.65	%
Year Ended December 31, 2006	0.67	%

See accompanying Notes to Financial Statements.

F8 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA


Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	25.42		$	46.78		$	41.09		$	38.23		$	36.73

Income (loss) from investment operations:
Net investment income (loss)¹		.01			—²			(.05	)		(.03	)		.08
Net realized and unrealized gain (loss)		11.21			(21.36	)		5.74			2.96			1.69

Total from investment operations		11.22			(21.36	)		5.69			2.93			1.77

Dividends and/or distributions to shareholders:
Dividends from net investment income		—²			—			—²			(.07	)		(.27	)

Net asset value, end of period	$	36.64		$	25.42		$	46.78		$	41.09		$	38.23


Total Return, at Net Asset Value³		44.15	%		(45.66	)%		13.86	%		7.68	%		4.87	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	444,170		$	313,931		$	546,887		$	463,140		$	381,852

Average net assets (in thousands)	$	368,634		$	454,558		$	510,874		$	426,539		$	301,780

Ratios to average net assets:⁴
Net investment income (loss)		0.03	%		0.00	%⁵		(0.10	)%		(0.08	)%		0.20	%
Total expenses		1.04	%⁶		0.91	%⁶		0.91	%⁶		0.92	%⁶		0.91	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.03	%		0.91	%		0.91	%		0.92	%		0.91	%

Portfolio turnover rate		46	%		67	%		59	%		47	%		70	%


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

2.		Less than $0.005 per share.

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

4.		Annualized for periods less than one full year.

5.		Less than 0.005%.

6.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	1.04	%
Year Ended December 31, 2008	0.91	%
Year Ended December 31, 2007	0.91	%
Year Ended December 31, 2006	0.92	%

See accompanying Notes to Financial Statements.

F9 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Capital Appreciation Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, 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 securities of well-known, established companies. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

F10 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

There have been no significant changes to the fair valuation methodologies during the period.

F11 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

Significant Accounting Policies Continued

Net Unrealized

Appreciation

Based on Cost of

Undistributed

Accumulated

Securities and Other

Net Investment

Long-Term

Loss

Investments for Federal

Income

Gain

Carryforward^1,2,3,4

Income Tax Purposes

$1,787,208

—

425,223,481

358,995,026

1. As of December 31, 2009, the Fund had $425,219,652 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, 2009, details of the capital loss carryforwards were as follows:


Expiring

2011	$	96,270,872
2013		34,677,838
2016		113,637,770
2017		180,633,172

Total	$	425,219,652

2. The Fund had $3,829 of post-October foreign currency losses which were deferred.

3. During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

4. During the fiscal year ended December 31, 2008, the Fund did not utilize any capital loss carryforward.

Accordingly, the following amounts have been reclassified for December 31, 2009. Net assets of the Fund were unaffected by the reclassifications.


	Reduction
Reduction	to Accumulated Net
to Accumulated Net	Realized Loss
Investment Income	on Investments

$647,381	$	647,381

The tax character of distributions paid during the years ended December 31, 2009 and December 31, 2008 was as follows:


	Year Ended		Year Ended
	December 31, 2009		December 31, 2008

Distributions paid from:
Ordinary income	$	2,999,517	$	1,851,681


Federal tax cost of securities	$	1,140,178,385
Federal tax cost of other investments		(176,547	)

Total federal tax cost	$	1,140,001,838


Gross unrealized appreciation	$	377,729,269
Gross unrealized depreciation		(18,734,243	)

Net unrealized appreciation	$	358,995,026

F12 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

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.

F13 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

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, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Non-Service Shares
Sold		2,978,928		$	88,352,509			5,158,989		$	168,163,089
Dividends and/or distributions reinvested		134,506			2,975,281			45,642			1,851,681
Redeemed		(6,361,581	)		(188,702,885	)		(7,457,105	)		(284,829,068	)

Net decrease		(3,248,147	)	$	(97,375,095	)		(2,252,474	)	$	(114,814,298	)


Service Shares
Sold		2,097,785		$	61,332,284			2,605,573		$	92,870,576
Dividends and/or distributions reinvested		1,099			24,157			—			—
Redeemed		(2,325,106	)		(67,281,175	)		(1,946,810	)		(72,584,281	)

Net increase (decrease)		(226,222	)	$	(5,924,734	)		658,763		$	20,286,295

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2009, were as follows:


	Purchases		Sales

Investment securities	$	580,921,828	$	662,865,939

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Over $800 million	0.60

F14 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

the annual rate of 0.80% for Non-Service shares and 1.05% for Service shares. During the year ended December 31, 2009, the Manager waived fees and/or reimbursed the Fund $5,625 and $3,973 for Non-Service and Service shares, respectively. This voluntary undertaking may be amended or withdrawn at any time.

Prior to May 1, 2009, OFS had voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

5. Foreign Currency Exchange Contracts

The Fund may enter into current and forward foreign currency exchange contracts for the purchase or sale of a foreign currency at a negotiated rate at a future date.

6. Subsequent Events Evaluation

7. Pending Litigation

F15 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

7. Pending Litigation Continued

Other lawsuits have been filed since 2008 in various state and federal courts, by investors who made investments through an affiliate of the Manager, against the Manager and certain of its affiliates. Those lawsuits relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff “) and allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

F16 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Capital Appreciation Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer Capital Appreciation Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Capital Appreciation Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
February 16, 2010

F17 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Marc Baylin, the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

8 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

variable insurance products. The Board noted that the Fund’s ten-year performance was better than its peer group median although its one-year, three-year, and five-year performance was below its peer group median. The Board noted the Fund’s recent performance, ranking in the 35th percentile of its Lipper peer group for the four-month period ended April 30, 2009.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other large-cap growth funds underlying variable insurance products. The Board noted that the Fund’s actual management fees and total expenses were competitive with its peer group median. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because of the disparity among VA funds in how insurance companies may be compensated for the services they provide to shareholders, when comparing the expenses of the various VA funds it is most appropriate to focus on the total expenses rather than on the management fees. Accordingly, while the Board reviewed and considered all expenses in its consideration of the Advisory Agreement, it paid particular attention to total expenses. The Board considered that, effective May 1, 2009, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, will not exceed the annual rates of 0.80% for Non-Service shares and 1.05% for Service shares. This voluntary undertaking may be amended or withdrawn at any time without notice to shareholders.

9 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

10 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 1999) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 1999) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1990) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1996) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

11 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Robert J. Malone, Trustee (since 2002) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2000) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007- February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004- March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006- September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005- December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and is an officer of 94 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Baylin, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Marc L. Baylin, Vice President and Portfolio Manager (since 2005) Age: 42		Vice President of the Manager and a member of the Manager’s Growth Equity Investment Team (since September 2005); a Chartered Financial Analyst. Managing Director and Lead Portfolio Manager at JP Morgan Fleming Investment Management (June 2002-August 2005); Vice President, Analyst (from June 1993) and Portfolio Manager (March 1999-June 2002) of T. Rowe Price. A portfolio manager and officer of 3 portfolios in the OppenheimerFunds complex.

12 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

13 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

OPPENHEIMER CORE BOND FUND/VA

Fund Objective. The Fund’s main objective is to seek a high level of current income. As a secondary objective, the Fund seeks capital appreciation when consistent with its primary objective.

Portfolio Managers¹: Krishna Memani and Peter A. Strzalkowski

Average Annual Total Returns
For the Periods Ended 12/31/09


	1-Year			5-Year			10-Year

Non-Service Shares		9.61	%		–5.51	%		0.57	%

Since

Inception

1-Year

5-Year

(5/1/02)

Service Shares

9.05

–5.78

–1.37

Expense Ratios
For the Fiscal Year Ended 12/31/09


	Gross		Net
	Expense		Expense
	Ratios		Ratios

Non-Service Shares	0.76	%	0.62	%
Service Shares	1.02		0.87

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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, 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. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account. The net expense ratios take into account a voluntary fee waiver or expense reimbursement, without which performance would have been less. This undertaking may be modified or terminated at any time.

1. Effective April, 2009.


Credit Allocation
Agency	49.8	%
AAA	21.9
AA	0.8
A	7.6
BBB	14.3
BB	3.8
B	0.7
CCC	0.7
Not Rated	0.4

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on the total market value of investments. Securities rated by any rating organization are included in the equivalent Standard & Poor’s rating category. Average credit quality and credit allocation include rated securities and those not rated by a national rating organization but which have been assigned a rating by the Manager for internal purposes in categories similar to those of the rating agencies.


Corporate Bonds & Notes—Top Ten Industries
Oil, Gas & Consumable Fuels	3.8	%
Diversified Telecommunication Services	2.7
Diversified Financial Services	2.6
Commercial Banks	2.2
Insurance	1.9
Media	1.8
Capital Markets	1.6
Metals & Mining	1.4
Aerospace & Defense	1.0
Multi-Utilities	0.9

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on net assets.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

2 | OPPENHEIMER CORE BOND FUND/VA

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. For the twelve-month period ended December 31, 2009, Oppenheimer Core Bond Fund/VA’s Non-Service shares returned 9.61%, outperforming the Barclays Capital U.S. Aggregate Bond Index (the “Index”), which returned 5.93%. Additionally, the Citigroup Broad Investment Grade Bond Index returned 5.06% while the Barclays Capital Credit Index returned 16.04% for the reporting period. The Fund underperformed the Index in the first quarter of 2009, during a period of significant upheaval in the credit markets. Fund performance in the first quarter was hampered by declines in the Fund’s positions in commercial mortgage-backed securities (CMBS) and certain derivative instruments, such as credit default and interest rate swaps. After a portfolio management change in April 2009, the Fund’s performance improved, leading to the eventual outperformance versus the Index.

Economic activity in the U.S. stabilized as the reporting period progressed, with many important sectors of the economy demonstrating marked improvements over the depressed levels reached earlier in 2009. For the first time since the second quarter of 2008, GDP growth was once again positive in the third quarter of 2009, increasing at a modest rate. The initial estimates for 2009 fourth quarter GDP signaled a faster rate of growth for the economy heading into 2010. Credit conditions continued to become less oppressive, national home prices posted their first quarterly gains in three years, and consumer spending gained, driven in part by government subsidies in the automobile sector and government programs aimed at supporting the housing market. Talk of a “v-shaped” recovery in the U.S. gained traction later in the reporting period as key national manufacturing and industrial production reports rose to levels consistent with a growth cycle that would outpace the recoveries following the past two recessions.

Despite the increased optimism and renewed risk appetite from investors, economic data still remained mixed. The growth of the roughly 30% of the economy that isn’t directly consumer-related-including government spending and trade-outstripped the roughly 70% that is. The consumer continued to face headwinds with employment further contracting throughout the period, albeit at a much slower pace at period end. Unemployment figures continued to be troubling and hovered at around 10% in the U.S. and housing market data continued to show fits and starts in moving towards a recovery for the housing sector. Consumer confidence bounced off record lows but remained well below historical averages. Given the perceived fragility of the economic recovery, the U.S. Federal Reserve (the “Fed”) maintained its low target for short-term interest rates through the reporting period’s end.

The Fund’s exposure to mortgage-backed securities (MBS) and corporate bonds was the primary driver of positive performance. Our overweight to residential MBS, comprised mainly of agency MBS, aided performance as this sector performed well due in large part to government programs aimed at supporting the housing market. Agency mortgages are typically packaged and resold by government sponsored enterprises including Fannie Mae and Freddie Mac as MBS. Specifically, the Fed has committed to purchasing agency MBS in an effort to keep mortgage rates low. Non-agency MBS, which are securitized by non-government institutions such as large banks, also performed well for the Fund, particularly in the second half of the period. The Fund was also overweight to CMBS, which performed well for the period, despite ongoing headline risk in this sector. In the fourth quarter, we reduced our overweight to the CMBS sector and took profits.

Over the course of the reporting period, we increased our allocation to corporate bonds, moving from a neutral position at the end of the second quarter of 2009 to an overweight position by the end of the third quarter of 2009. This benefited the Fund as investment grade corporate and BB-rated corporate bonds performed well in the second half of the period. Credit spreads, or the risk premium to comparable U.S. Treasuries, continued to narrow. Credit spreads have narrowed dramatically since hitting their widest point back in December of 2008.

Within the corporate sector, we remained overweight relative to the Index in financials. In the third quarter of 2009, industrial spreads narrowed, and we reduced exposure to this sector while we increased our exposure to financials. During the reporting period, we increased our allocation to the higher quality end of high yield corporate bonds. High yield bonds extended their strong gains in the second half of the reporting period, particularly in the third quarter of 2009. The gap between the yield on these bonds and Treasuries narrowed.

We remained significantly underweight U.S. Treasuries and federal agency bonds and other federal agency debt instruments (“federal agencies”). Although these sectors generated positive returns at times during the period, we had a greater level of exposure at period end to other areas, such as agency MBS. We believe agency MBS provide high credit quality

3 | OPPENHEIMER CORE BOND FUND/VA

FUND PERFORMANCE DISCUSSION

and a potentially more attractive risk/return profile. Despite being underweight Treasuries and federal agencies, the average credit quality of the Fund finished the period at AA.

While we do not have any immediate inflation concerns, rising prices may be an inevitable future reality. And although many areas of the economy remain weak, credit markets have improved dramatically from a year ago when many markets were completely frozen. Investor appetite for riskier assets, and the higher yields these assets typically offer, have driven up prices in most fixed income markets. Given the sharp rally in 2009 in many riskier assets, future returns may be driven by fundamentals. Meanwhile, U.S. companies continue to take advantage of lower rates and hospitable credit markets by issuing bonds to raise funds. Despite the run-up in prices last year, we still believe there are areas of the market that remain attractive.

We expect the U.S. economy will continue to improve, albeit at a measured pace. And, with interest rates at essentially zero, inevitably they must rise. However, we do not believe the Fed will raise interest rates in the near term. The Fed has signaled that it will keep interest rates low for an “extended period” given inflation trends and in an effort to stimulate growth. Within the mortgage sector, the Fed’s commitment to purchase approximately $1.25 trillion worth of mortgage-backed securities is set to expire at the end of March 2010. This program has kept mortgage rates low, which has helped support the housing sector. Although credit remains tight, lower mortgage rates did spark refinancing. While spreads may widen as the program draws to a close, we believe underlying support from the government is likely if the success of the program begins to reverse course.

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, 2009. 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 May 1, 2002. 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 graph assumes that all dividends and capital gains distributions were reinvested in additional shares.

The Fund’s performance is compared to the performance of the Citigroup Broad Investment Grade Bond Index, an index of institutionally traded U.S. Treasury Bonds, government-sponsored bonds, mortgage-backed securities and corporate securities, the Barclays Capital U.S. Aggregate Bond Index, a broad-based index of government agencies and corporate debt, and the Barclays Capital Credit Index, an index of non-convertible U.S. investment grade corporate bonds. The indices’ performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. 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 indices.

4 | OPPENHEIMER CORE BOND FUND/VA

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	July 1, 2009		December 31, 2009		December 31, 2009

Actual
Non-Service shares	$	1,000.00	$	1,115.10	$	3.20
Service shares		1,000.00		1,113.10		4.54

Hypothetical (5% return before expenses)
Non-Service shares		1,000.00		1,022.18		3.06
Service shares		1,000.00		1,020.92		4.34


Class	Expense Ratios

Non-Service shares		0.60	%
Service shares		0.85

6 | OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Principal
	Amount		Value

Asset-Backed Securities—8.1%
Argent Securities Trust 2004-W8, Asset-Backed Pass-Through Certificates, Series 2004-W8, Cl. A2, 0.711%, 5/25/34¹	$	1,538,283	$	1,139,813
Argent Securities Trust 2006-M3, Asset-Backed Pass-Through Certificates, Series 2006-M3, Cl. A2B, 0.331%, 9/25/36¹		23,782		8,608
Bank of America Auto Trust, Automobile Asset-Backed Certificates, Series 2009-2A, Cl. A4, 3.03%, 10/15/16²		2,025,000		2,054,678
Bank of America Credit Card Trust, Credit Card Asset-Backed Certificates, Series 2006-A16, Cl. A16, 4.72%, 5/15/13		730,000		752,631
Chase Issuance Trust, Credit Card Asset-Backed Certificates, Series 2007-A15, Cl. A, 4.96%, 9/17/12		1,730,000		1,782,517
Citibank Credit Card Issuance Trust, Credit Card Receivable Nts., Series 2003-C4, Cl. C4, 5%, 6/10/15		310,000		305,017
CNH Equipment Trust, Asset-Backed Certificates, Series 2009-B, Cl. A3, 2.97%, 3/15/13		900,000		913,492
Countrywide Home Loans, Asset-Backed Certificates:
Series 2002-4, Cl. A1, 0.971%, 2/25/33¹		35,747		28,335
Series 2005-16, Cl. 2AF2, 5.382%, 5/1/36¹		627,505		514,106
Series 2005-17, Cl. 1AF2, 5.362%, 5/1/36¹		351,607		289,921
CWABS Asset-Backed Certificates Trust 2006-25, Asset-Backed Certificates, Series 2006-25, Cl. 2A2, 0.351%, 6/25/47¹		40,000		31,203
DT Auto Owner Trust, Automobile Receivables Nts., Series 2009-1, Cl. A1, 2.98%, 10/15/15		490,000		488,398
First Franklin Mortgage Loan Trust 2006-FF10, Mtg. Pass-Through Certificates, Series 2006-FF10, Cl. A3, 0.321%, 7/25/36¹		32,854		31,363
First Franklin Mortgage Loan Trust 2006-FF9, Mtg. Pass-Through Certificates, Series 2006-FF9, Cl. 2A2, 0.341%, 7/7/36^1,3		16,129		12,968
Ford Credit Auto Owner Trust, Automobile Receivables Nts.:
Series 2009-B, Cl. A2, 2.10%, 11/15/11		545,000		548,473
Series 2009-E, Cl. A2, 0.80%, 3/15/12		980,000		978,934
Harley-Davidson Motorcycle Trust 2009-2, Motorcycle Contract-Backed Nts., Series 2009-2, Cl. A2, 2%, 7/15/12		1,495,000		1,505,235
Honda Auto Receivables 2009-3 Owner Trust, Automobile Asset-Backed Nts., Series 2009-3, Cl. A2, 1.50%, 8/15/11³		650,000		653,287
HSBC Home Equity Loan Trust 2005-3, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2005-3, Cl. A1, 0.493%, 1/20/35¹		526,463		455,974
HSBC Home Equity Loan Trust 2006-4, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-4, Cl. A2V, 0.343%, 3/20/36¹		24,810		23,911
Lehman XS Trust, Mtg. Pass-Through Certificates, Series 2005-4, Cl. 2A1B, 5.17%, 10/25/35		96,284		95,581
Litigation Settlement Monetized Fee Trust, Asset-Backed Certificates, Series 2001-1A, Cl. A1, 8.33%, 4/25/31³		637,827		638,962
Mastr Asset-Backed Securities Trust 2006-WMC3, Mtg. Pass-Through Certificates, Series 2006-WMC3, Cl. A3, 0.331%, 8/25/36¹		70,000		24,690
MBNA Credit Card Master Note Trust, Credit Card Receivables, Series 2005-A6, Cl. A6, 4.50%, 1/15/13		1,740,000		1,775,520
NC Finance Trust, Collateralized Mtg. Obligation Pass-Through Certificates, Series 1999-I, Cl. ECFD, 3.035%, 1/25/29^1,3		3,370,016		505,502
RASC Series 2006-KS7 Trust, Home Equity Mtg. Asset-Backed Pass- Through Certificates, Series 2006-KS7, Cl. A2, 0.331%, 9/25/36¹		23,310		22,407
Structured Asset Investment Loan Trust, Mtg. Pass-Through Certificates, Series 2006-BNC3, Cl. A2, 0.271%, 9/25/36¹		79,540		78,915
Wells Fargo Home Equity Asset-Backed Securities 2006-2 Trust, Home Equity Asset-Backed Certificates, Series 2006-2, Cl. A2, 0.331%, 7/25/36¹		7,317		7,251


Total Asset-Backed Securities (Cost $19,121,300)				15,667,692

Mortgage-Backed Obligations—75.3%
Government Agency—64.4%
FHLMC/FNMA/FHLB/Sponsored—60.3%
Federal Home Loan Bank, Mtg.-Backed Obligations, Series 5G-2012, Cl. 1, 4.97%, 2/24/12		434,695		452,407
Federal Home Loan Mortgage Corp.:
5%, 8/15/33-12/15/34		3,366,182		3,466,291
5.50%, 9/1/39		1,880,706		1,972,292
6%, 5/15/18-10/15/29		4,602,808		4,944,939

F1 | OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

FHLMC/FNMA/FHLB/Sponsored Continued
Federal Home Loan Mortgage Corp.:
Continued
6.50%, 4/15/18-4/1/34	$	957,805	$	1,033,392
7%, 8/15/16-10/1/37		847,146		923,587
7%, 10/1/31⁴		567,974		625,487
8%, 4/1/16		335,410		366,193
9%, 8/1/22-5/1/25		98,248		109,438
10.50%, 11/14/20		4,451		5,037
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 151, Cl. F, 9%, 5/15/21		21,429		23,528
Series 1674, Cl. Z, 6.75%, 2/15/24		71,978		78,494
Series 2006-11, Cl. PS, 23.719%, 3/25/36¹		537,910		719,682
Series 2034, Cl. Z, 6.50%, 2/15/28		9,519		10,316
Series 2042, Cl. N, 6.50%, 3/15/28		26,171		27,475
Series 2043, Cl. ZP, 6.50%, 4/15/28		854,288		910,163
Series 2046, Cl. G, 6.50%, 4/15/28		74,812		80,190
Series 2053, Cl. Z, 6.50%, 4/15/28		10,666		11,501
Series 2066, Cl. Z, 6.50%, 6/15/28		1,452,510		1,555,089
Series 2195, Cl. LH, 6.50%, 10/15/29		865,887		927,046
Series 2220, Cl. PD, 8%, 3/15/30		4,058		4,476
Series 2326, Cl. ZP, 6.50%, 6/15/31		263,516		283,534
Series 2435, Cl. EQ, 6%, 5/15/31		10,171		10,268
Series 2461, Cl. PZ, 6.50%, 6/15/32		1,285,415		1,395,828
Series 2470, Cl. LF, 1.233%, 2/15/32¹		12,278		12,354
Series 2500, Cl. FD, 0.733%, 3/15/32¹		232,548		231,027
Series 2526, Cl. FE, 0.633%, 6/15/29¹		349,480		344,552
Series 2538, Cl. F, 0.833%, 12/15/32¹		1,830,232		1,828,535
Series 2551, Cl. FD, 0.633%, 1/15/33¹		249,908		248,410
Series 2638, Cl. KG, 4%, 11/1/27		1,900,000		1,955,731
Series 2641, Cl. CE, 3.50%, 9/15/25		2,067		2,070
Series 2648, Cl. JE, 3%, 2/1/30		1,377,371		1,375,619
Series 2663, Cl. BA, 4%, 8/1/16		718,354		737,940
Series 2686, Cl. CD, 4.50%, 2/1/17		739,460		761,670
Series 2750, Cl. XG, 5%, 2/1/34		130,000		131,942
Series 2890, Cl. PE, 5%, 11/1/34		130,000		131,868
Series 2907, Cl. GC, 5%, 6/1/27		436,537		454,188
Series 2929, Cl. PC, 5%, 1/1/28		390,000		406,474
Series 2936, Cl. PE, 5%, 2/1/35		69,000		69,984
Series 2939, Cl. PE, 5%, 2/15/35		247,000		250,806
Series 2952, Cl. GJ, 4.50%, 12/1/28		229,647		236,068
Series 3019, Cl. MD, 4.75%, 1/1/31		717,525		746,224
Series 3025, Cl. SJ, 23.895%, 8/15/35¹		110,569		139,008
Series 3035, Cl. DM, 5.50%, 11/15/25		17,151		17,323
Series 3094, Cl. HS, 23.529%, 6/15/34¹		312,412		404,693
Series 3157, Cl. MC, 5.50%, 2/1/26		1,397,682		1,428,812
Series 3279, Cl. PH, 6%, 2/1/27		1,030,000		1,063,846
Series 3291, Cl. NA, 5.50%, 10/1/27		254,142		263,565
Series 3306, Cl. PA, 5.50%, 10/1/27		754,419		780,682
Series R001, Cl. AE, 4.375%, 4/1/15		476,768		489,210
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 176, Cl. IO, 14.65%, 6/1/26⁵		56,871		12,723
Series 202, Cl. IO, 0%, 4/1/29^5,6		418,324		97,285
Series 205, Cl. IO, 8.946%, 9/1/29⁵		29,947		6,718
Series 206, Cl. IO, 0%, 12/1/29^5,6		369,155		70,428
Series 2074, Cl. S, 51.416%, 7/17/28⁵		6,030		1,010
Series 2079, Cl. S, 62.292%, 7/17/28⁵		10,105		1,740
Series 2130, Cl. SC, 52.25%, 3/15/29⁵		427,248		63,282
Series 224, Cl. IO, 0%, 3/1/33^5,6		732,771		162,644
Series 243, Cl. 6, 0%, 12/15/32^5,6		447,913		91,959
Series 2526, Cl. SE, 40.201%, 6/15/29⁵		15,783		2,423
Series 2527, Cl. SG, 31.633%, 2/15/32⁵		1,397,406		82,788
Series 2531, Cl. ST, 38.255%, 2/15/30⁵		448,125		29,183
Series 2796, Cl. SD, 66.149%, 7/15/26⁵		671,710		85,465
Series 2802, Cl. AS, 99.999%, 4/15/33⁵		603,512		53,595
Series 2819, Cl. S, 54.304%, 6/15/34⁵		136,664		16,276
Series 2920, Cl. S, 78.263%, 1/15/35⁵		2,624,671		305,566
Series 3000, Cl. SE, 99.999%, 7/15/25⁵		2,752,007		256,840
Series 3004, Cl. SB, 99.999%, 7/15/35⁵		147,366		16,816
Series 3045, Cl. DI, 40.938%, 10/15/35⁵		1,722,791		204,527
Series 3110, Cl. SL, 99.999%, 2/15/26⁵		412,274		36,663
Series 3399, Cl. SC, 19.734%, 12/15/37⁵		1,657,690		181,848
Federal Home Loan Mortgage Corp., Principal-Only Stripped Mtg.-Backed Security,
Series 176, Cl. PO, 4.464%, 6/1/26⁷		160,849		131,461
Federal National Mortgage Assn.:
4.50%, 1/1/25-1/1/40⁸		7,035,000		7,107,370
5%, 2/25/22-7/25/22		32,943		34,485
5%, 1/1/25-1/1/40⁸		10,944,000		11,243,777
5.305%, 10/1/36		378,263		396,748
5.50%, 1/1/25-1/1/40⁸		14,955,000		15,661,427
6%, 1/1/25-1/1/40⁸		13,859,000		14,730,437
6.50%, 3/25/11-1/1/34		1,734,375		1,881,841
6.50%, 8/25/17⁴		278,245		302,108
6.50%, 1/1/40⁸		2,816,000		3,016,201
7%, 11/1/17-7/25/35		1,053,762		1,138,719
7.50%, 1/1/33		16,323		18,417
8.50%, 7/1/32		46,280		51,818
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Trust 1989-17, Cl. E, 10.40%, 4/25/19		24,754		27,549
Trust 1993-87, Cl. Z, 6.50%, 6/25/23		868,783		947,774
Trust 1998-58, Cl. PC, 6.50%, 10/25/28		729,840		789,351
Trust 1998-61, Cl. PL, 6%, 11/25/28		387,457		416,394
Trust 1999-54, Cl. LH, 6.50%, 11/25/29		575,444		619,261
Trust 2001-44, Cl. QC, 6%, 9/25/16		40,231		43,124
Trust 2001-51, Cl. OD, 6.50%, 10/25/31		43,599		46,923
Trust 2001-74, Cl. QE, 6%, 12/25/31		1,141,641		1,221,886
Trust 2002-12, Cl. PG, 6%, 3/25/17		20,349		21,849
Trust 2003-28, Cl. KG, 5.50%, 4/25/23		3,964,000		4,145,005
Trust 2004-101, Cl. BG, 5%, 1/25/20		1,975,000		2,096,182
Trust 2004-81, Cl. KC, 4.50%, 4/1/17		546,644		562,529
Trust 2005-100, Cl. BQ, 5.50%, 11/25/25		1,160,000		1,208,312
Trust 2005-117, Cl. LA, 5.50%, 12/25/27		66,618		67,839

F2 | OPPENHEIMER CORE BOND FUND/VA


	Principal
	Amount		Value

FHLMC/FNMA/FHLB/Sponsored Continued
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates: Continued
Trust 2005-12, Cl. JC, 5%, 6/1/28	$	933,141	$	972,963
Trust 2005-22, Cl. EC, 5%, 10/1/28		345,000		360,250
Trust 2005-30, Cl. CU, 5%, 4/1/29		313,308		327,606
Trust 2005-57, Cl. PA, 5.50%, 5/1/27		565,787		572,306
Trust 2006-110, Cl. PW, 5.50%, 5/25/28		107,167		110,999
Trust 2006-46, Cl. SW, 23.351%, 6/25/36¹		406,529		538,332
Trust 2006-50, Cl. KS, 23.352%, 6/25/36¹		795,798		1,040,208
Trust 2006-57, Cl. PA, 5.50%, 8/25/27		1,006,087		1,035,952
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Trust 2001-61, Cl. SH, 48.054%, 11/18/31⁵		46,532		7,175
Trust 2001-63, Cl. SD, 37.778%, 12/18/31⁵		14,253		2,432
Trust 2001-65, Cl. S, 45.098%, 11/25/31⁵		1,167,484		183,346
Trust 2001-68, Cl. SC, 29.533%, 11/25/31⁵		9,817		1,506
Trust 2001-81, Cl. S, 37.157%, 1/25/32⁵		311,287		48,248
Trust 2002-28, Cl. SA, 39.046%, 4/25/32⁵		7,940		1,199
Trust 2002-38, Cl. SO, 59.356%, 4/25/32⁵		18,593		2,547
Trust 2002-39, Cl. SD, 44.22%, 3/18/32⁵		12,294		1,637
Trust 2002-47, Cl. NS, 34.189%, 4/25/32⁵		790,082		108,956
Trust 2002-48, Cl. S, 36.323%, 7/25/32⁵		13,330		1,801
Trust 2002-51, Cl. S, 34.498%, 8/25/32⁵		725,298		98,917
Trust 2002-52, Cl. SD, 40.697%, 9/25/32⁵		865,302		117,786
Trust 2002-52, Cl. SL, 36.797%, 9/25/32⁵		8,206		1,114
Trust 2002-53, Cl. SK, 41.622%, 4/25/32⁵		42,837		5,866
Trust 2002-56, Cl. SN, 39.068%, 7/25/32⁵		18,175		2,461
Trust 2002-60, Cl. SM, 47.256%, 8/25/32⁵		161,645		22,439
Trust 2002-7, Cl. SK, 47.997%, 1/25/32⁵		75,985		9,667
Trust 2002-77, Cl. BS, 38.854%, 12/18/32⁵		97,162		12,830
Trust 2002-77, Cl. IS, 52.089%, 12/18/32⁵		31,677		4,317
Trust 2002-77, Cl. JS, 37.391%, 12/18/32⁵		163,977		21,348
Trust 2002-77, Cl. SA, 38.553%, 12/18/32⁵		154,576		20,451
Trust 2002-77, Cl. SH, 44.588%, 12/18/32⁵		394,404		61,233
Trust 2002-84, Cl. SA, 46.464%, 12/25/32⁵		1,043,696		136,164
Trust 2002-9, Cl. MS, 35.879%, 3/25/32⁵		15,395		2,061
Trust 2002-90, Cl. SN, 49.355%, 8/25/32⁵		83,158		11,786
Trust 2002-90, Cl. SY, 50.458%, 9/25/32⁵		52,235		7,075
Trust 2003-26, Cl. DI, 11.083%, 4/25/33⁵		32,789		6,267
Trust 2003-33, Cl. SP, 56.393%, 5/25/33⁵		1,133,970		160,090
Trust 2003-4, Cl. S, 44.369%, 2/25/33⁵		746,438		106,518
Trust 2003-89, Cl. XS, 70.432%, 11/25/32⁵		858,405		106,586
Trust 2004-54, Cl. DS, 51.503%, 11/25/30⁵		615,040		69,407
Trust 2005-14, Cl. SE, 43.159%, 3/25/35⁵		524,451		58,646
Trust 2005-40, Cl. SA, 74.25%, 5/25/35⁵		1,459,451		171,168
Trust 2005-40, Cl. SB, 87.935%, 5/25/35⁵		66,424		7,831
Trust 2005-6, Cl. SE, 86.18%, 2/25/35⁵		1,903,113		210,784
Trust 2005-71, Cl. SA, 72.441%, 8/25/25⁵		1,794,163		213,142
Trust 2005-87, Cl. SE, 79.001%, 10/25/35⁵		5,689,541		646,141
Trust 2005-87, Cl. SG, 93.949%, 10/25/35⁵		3,933,904		531,616
Trust 2006-60, Cl. DI, 40.599%, 4/25/35⁵		376,456		46,659
Trust 221, Cl. 2, 22.926%, 5/1/23⁵		10,465		2,400
Trust 222, Cl. 2, 16.787%, 6/1/23⁵		1,242,137		243,067
Trust 240, Cl. 2, 22.048%, 9/1/23⁵		1,588,927		354,777
Trust 252, Cl. 2, 23.444%, 11/1/23⁵		1,039,576		246,718
Trust 273, Cl. 2, 15.872%, 8/1/26⁵		296,548		67,207
Trust 294, Cl. 2, 8.459%, 2/1/28⁵		114,793		26,649
Trust 301, Cl. 2, 0%, 4/1/29^5,6		14,009		3,172
Trust 303, Cl. IO, 0%, 11/1/29^5,6		176,169		33,491
Trust 320, Cl. 2, 7.987%, 4/1/32⁵		837,544		219,167
Trust 321, Cl. 2, 0%, 4/1/32^5,6		2,726,999		668,993
Trust 324, Cl. 2, 0%, 7/1/32^5,6		29,057		6,839
Trust 331, Cl. 5, 0%, 2/1/33^5,6		40,902		7,797
Trust 331, Cl. 9, 9.147%, 2/1/33⁵		712,349		153,423
Trust 334, Cl. 12, 0%, 2/1/33^5,6		71,403		13,177
Trust 334, Cl. 17, 16.202%, 2/1/33⁵		488,783		94,378
Trust 338, Cl. 2, 0%, 7/1/33^5,6		1,436,465		306,763
Trust 339, Cl. 12, 0%, 7/1/33^5,6		964,465		181,384
Trust 339, Cl. 7, 0%, 7/1/33^5,6		2,422,799		394,671

F3 | OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value
FHLMC/FNMA/FHLB/Sponsored Continued
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security: Continued
Trust 343, Cl. 13, 8.30%, 9/1/33⁵	$	836,548	$	140,270
Trust 343, Cl. 18, 4.244%, 5/1/34⁵		248,676		45,899
Trust 345, Cl. 9, 2.736%, 1/1/34⁵		1,115,482		200,330
Trust 351, Cl. 10, 1.924%, 4/1/34⁵		345,428		66,649
Trust 351, Cl. 8, 2.248%, 4/1/34⁵		538,506		103,806
Trust 356, Cl. 10, 0.169%, 6/1/35⁵		461,985		87,275
Trust 356, Cl. 12, 0%, 2/1/35^5,6		234,561		43,956
Trust 362, Cl. 12, 0%, 8/1/35^5,6		1,398,445		267,754
Trust 362, Cl. 13, 0%, 8/1/35^5,6		768,683		147,294
Trust 364, Cl. 15, 0%, 9/1/35^5,6		51,299		9,356
Trust 364, Cl. 16, 0%, 9/1/35^5,6		987,603		166,476
Trust 365, Cl. 16, 10.067%, 3/1/36⁵		1,665,759		308,752
Federal National Mortgage Assn., Principal-Only Stripped Mtg.-Backed Security, Trust 1993-184, Cl. M, 5.242%, 9/25/23⁷		379,889		296,611

				117,254,154

GNMA/Guaranteed—4.1%
Government National Mortgage Assn.:
4.50%, 1/1/40⁸		6,430,000		6,436,031
7%, 12/29/23-3/15/26		33,899		37,612
8.50%, 8/1/17-12/15/17		155,950		170,683
Government National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Series 1999-32, Cl. ZB, 8%, 9/16/29		97,330		106,974
Government National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Pass-Through Certificates, Series 2000-7, Cl. Z, 8%, 1/16/30		42,613		46,410
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 1998-19, Cl. SB, 49.191%, 7/16/28⁵		20,618		3,550
Series 2001-21, Cl. SB, 81.024%, 1/16/27⁵		761,971		108,503
Series 2002-15, Cl. SM, 70.84%, 2/16/32⁵		803,758		99,849
Series 2004-11, Cl. SM, 58.689%, 1/17/30⁵		576,225		95,121
Series 2006-47, Cl. SA, 81.998%, 8/16/36⁵		7,042,279		783,958

				7,888,691

Non-Agency—10.9%
Commercial—7.9%
Asset Securitization Corp., Commercial Interest-Only Stripped Mtg.-Backed Security, Series 1997-D4, Cl. PS1, 0.608%, 4/14/29⁵		8,660,993		342,105
Banc of America Commercial Mortgage, Inc., Commercial Mtg. Pass-Through Certificates, Series 2006-1, Cl. AM, 5.421%, 9/1/45		4,070,000		3,221,582
Capital Lease Funding Securitization LP, Interest-Only Corporate-Backed Pass-Through Certificates, Series 1997-CTL1, 0%, 6/22/24^5,6		7,319,719		299,450
CHL Mortgage Pass-Through Trust 2005-17, Mtg. Pass-Through Certificates, Series 2005-17, Cl. 1A8, 5.50%, 9/1/35		80,000		61,269
Citigroup Commercial Mortgage Trust 2008-C7, Commercial Mtg. Pass-Through Certificates, Series 2008-C7, Cl. AM, 6.092%, 12/1/49¹		1,920,000		1,455,147
Citigroup, Inc./Deutsche Bank 2007-CD4 Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-CD4, Cl. A2B, 5.205%, 12/11/49		380,000		388,490
CWALT Alternative Loan Trust 2007-8CB, Mtg. Pass-Through Certificates, Series 2007-8CB, Cl. A1, 5.50%, 5/25/37		116,628		84,936
First Horizon Alternative Mortgage Securities Trust 2004-FA2, Mtg. Pass-Through Certificates, Series 2004-FA2, Cl. 3A1, 6%, 1/25/35		634,845		590,840
First Horizon Mortgage Pass-Through Trust 2007-AR3, Mtg. Pass-Through Certificates, Series 2007-AR3, Cl. 1A1, 6.104%, 11/1/37¹		547,586		386,987
GE Capital Commercial Mortgage Corp., Commercial Mtg. Obligations, Series 2004-C3, Cl. A2, 4.433%, 7/10/39		21,171		21,213
GS Mortgage Securities Corp. II, Commercial Mtg. Obligations, Series 2001-LIBA, Cl. B, 6.733%, 2/10/16²		605,000		640,851
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates:
Series 2005-LDP4, Cl. AM, 4.999%, 10/1/42		1,110,000		937,829
Series 2007-LDPX, Cl. A2S, 5.305%, 1/15/49		3,950,000		3,822,538
JPMorgan Mortgage Trust 2007-S3, Mtg. Pass-Through Certificates, Series 2007-S3, Cl. 1A90, 7%, 7/1/37		849,995		660,628

F4 | OPPENHEIMER CORE BOND FUND/VA


	Principal
	Amount		Value

Commercial Continued
Lehman Brothers Commercial Conduit Mortgage Trust, Interest-Only Stripped Mtg.-Backed Security, Series 1998-C1, Cl. IO, 0%, 2/18/30^5,6	$	4,052,832	$	124,101
Lehman Structured Securities Corp., Commercial Mtg. Pass-Through Certificates, Series 2002-GE1, Cl. A, 2.514%, 7/1/24²		197,329		141,543
Mastr Alternative Loan Trust 2004-6, Mtg. Pass-Through Certificates, Series 2004-6, Cl. 10A1, 6%, 7/25/34		1,181,193		1,016,054
Salomon Brothers Mortgage Securities VII, Inc., Interest-Only Commercial Mtg. Pass-Through Certificates, Series 1999-C1, Cl. X, 0%, 5/18/32^5,6		56,213,297		279,689
Structured Asset Securities Corp., Mtg. Pass-Through Certificates, Series 2002-AL1, Cl. B2, 3.45%, 2/25/32		1,947,175		840,854

				15,316,106

Manufactured Housing—1.2%
Wells Fargo Mortgage-Backed Securities 2006-AR2 Trust, Mtg. Pass-Through Certificates, Series 2006-AR2, Cl. 2A5, 5.01%, 3/25/36¹		3,009,037		2,426,578
Multifamily—1.2%
Merrill Lynch Mortgage Investors Trust 2005-A2, Mtg. Pass-Through Certificates, Series 2005-A2, Cl. A2, 4.258%, 2/1/35¹		126,933		110,360
Wells Fargo Mortgage-Backed Securities 2006-AR10 Trust, Mtg. Pass-Through Certificates, Series 2006-AR10, Cl. 5A1, 5.589%, 7/1/36¹		715,108		557,652
Wells Fargo Mortgage-Backed Securities 2004-AA Trust, Mtg. Pass-Through Certificates, Series 2004-AA, Cl. 2A, 4.979%, 12/25/34¹		594,240		575,148
Wells Fargo Mortgage-Backed Securities 2004-S Trust, Mtg. Pass-Through Certificates, Series 2004-S, Cl. A1, 3.105%, 9/25/34¹		513,966		475,747
Wells Fargo Mortgage-Backed Securities 2006-AR6 Trust, Mtg. Pass-Through Certificates, Series 2006-AR6, Cl. 3A1, 5.096%, 3/25/36¹		696,031		564,359

				2,283,266

Other—0.0%
Salomon Brothers Mortgage Securities VI, Inc., Interest-Only Stripped Mtg.-Backed Security, Series 1987-3, Cl. B, 47.878%, 10/23/17⁵		1,606		137
Salomon Brothers Mortgage Securities VI, Inc., Principal-Only Stripped Mtg.-Backed Security, Series 1987-3, Cl. A, 3.994%, 10/23/17⁷		2,377		2,248

				2,385

Residential—0.6%
CHL Mortgage Pass-Through Trust 2005-J4, Mtg. Pass-Through Certificates, Series 2005-J4, Cl. A7, 5.50%, 11/1/35		40,000		28,074
Merrill Lynch Mortgage Investors Trust 2006-3, Mtg. Pass-Through Certificates, Series 2006-3, Cl. 2A1, 6.064%, 10/25/36¹		72,867		62,469
RALI Series 2003-QS1 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2003-QS1, Cl. A2, 5.75%, 1/25/33		399,849		396,793
RALI Series 2006-QS13 Trust:
Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS13, Cl. 1A5, 6%, 9/25/36		81,025		53,434
Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS13, Cl. 1A8, 6%, 9/25/36		10,918		9,944
RALI Series 2007-QS6 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2007-QS6, Cl. A28, 5.75%, 4/25/37		31,145		18,007
Structured Adjustable Rate Mortgage Loan Trust, Mtg. Pass-Through Certificates, Series 2004-5, Cl. 3 A1, 2.963%, 5/1/34¹		283,913		249,253
WaMu Mortgage Pass-Through Certificates 2007-HY1 Trust, Mtg. Pass-Through Certificates, Series 2007-HY1, Cl. 4A1, 5.387%, 2/1/37¹		74,119		52,519
Wells Fargo Mortgage-Backed Securities 2004-R Trust, Mtg. Pass-Through Certificates, Series 2004-R, Cl. 2A1, 3.003%, 9/1/34¹		329,691		312,700

				1,183,193

Total Mortgage-Backed Obligations (Cost $145,790,334)				146,354,373

F5 | OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

U.S. Government Obligations—1.8%
Federal Home Loan Mortgage Corp. Nts., 2.50%, 4/23/14	$	2,020,000	$	2,020,867
Federal National Mortgage Assn. Nts., 3%, 9/16/14		1,555,000		1,576,431


Total U.S. Government Obligations (Cost $3,580,579)				3,597,298

Corporate Bonds and Notes—31.7%
Consumer Discretionary—3.8%
Automobiles—0.7%
Daimler Finance North America LLC, 6.50% Sr. Unsec. Unsub. Nts., 11/15/13		455,000		499,215
Ford Motor Credit Co. LLC, 9.75% Sr. Unsec. Nts., 9/15/10		880,000		908,179

				1,407,394

Hotels, Restaurants & Leisure—0.2%
Hyatt Hotels Corp., 5.75% Sr. Unsec. Unsub. Nts., 8/15/15²		468,000		471,364
Household Durables—0.3%
Fortune Brands, Inc., 3% Sr. Unsec. Unsub. Bonds, 6/1/12		490,000		485,923
Leisure Equipment & Products—0.2%
Mattel, Inc., 6.125% Sr. Unsec. Nts., 6/15/11		455,000		479,894
Media—1.8%
CBS Corp., 8.875% Sr. Unsec. Nts., 5/15/19		425,000		509,280
Comcast Cable Communications Holdings, Inc., 9.455% Sr. Unsec. Nts., 11/15/22		290,000		373,737
DirecTV Holdings LLC/DirecTV Financing Co., Inc.:
5.875% Sr. Unsec. Unsub. Nts., 10/1/19²		383,000		390,266
7.625% Sr. Unsec. Unsub. Nts., 5/15/16³		350,000		382,863
DISH DBS Corp., 7.875% Sr. Unsec. Nts., 9/1/19		405,000		426,769
Grupo Televisa SA, 6.625% Sr. Unsec. Bonds, 1/15/40²		393,000		390,613
Time Warner Cos., Inc., 9.125% Debs., 1/15/13		320,000		371,556
Time Warner Entertainment Co. LP, 8.375% Sr. Nts., 7/15/33		255,000		305,698
Viacom, Inc., 7.875% Sr. Unsec. Debs., 7/30/30		280,000		302,785

				3,453,567

Specialty Retail—0.6%
Home Depot, Inc. (The), 5.875% Sr. Unsec. Unsub. Nts., 12/16/36		413,000		399,971
Staples, Inc., 7.75% Sr. Unsec. Unsub. Nts., 4/1/11		680,000		730,953

				1,130,924

Consumer Staples—2.0%
Beverages—0.7%
Anheuser-Busch InBev Worldwide, Inc., 7.75% Sr. Unsec. Unsub. Nts., 1/15/19²		725,000		850,246
Constellation Brands, Inc., 8.375% Sr. Nts., 12/15/14³		445,000		476,150

				1,326,396

Food & Staples Retailing—0.2%
Delhaize America, Inc., 9% Unsub. Debs., 4/15/31		250,000		320,935
Food Products—0.6%
Bunge Ltd. Finance Corp.:
5.35% Sr. Unsec. Unsub. Nts., 4/15/14		210,000		214,880
8.50% Sr. Unsec. Nts., 6/15/19		200,000		228,361
Heinz (H.J.) Finance Co., 7.125% Sr. Unsec. Nts., 8/1/39²		345,000		391,325
Sara Lee Corp., 6.25% Sr. Unsec. Unsub. Nts., 9/15/11		420,000		448,277

				1,282,843

Tobacco—0.5%
Altria Group, Inc., 9.70% Sr. Unsec. Nts., 11/10/18		785,000		971,907
Energy—4.3%
Energy Equipment & Services—0.5%
Pride International, Inc., 8.50% Sr. Nts., 6/15/19		530,000		614,800
Weatherford International Ltd., 6.50% Sr. Unsec. Bonds, 8/1/36		320,000		306,548
Weatherford International, Inc., 6.625% Sr. Unsec. Unsub. Nts., Series B, 11/15/11		81,000		86,712

				1,008,060

Oil, Gas & Consumable Fuels—3.8%
Anadarko Petroleum Corp., 6.45% Sr. Unsec. Nts., 9/15/36		385,000		403,387
Chesapeake Energy Corp., 6.875% Sr. Unsec. Nts., 1/15/16		430,000		432,150
DCP Midstream LLC, 6.75% Sr. Unsec. Nts., 9/15/37²		74,000		73,386
Duke Energy Field Services LLC, 7.875% Unsec. Nts., 8/16/10		425,000		441,907
El Paso Corp., 8.25% Sr. Unsec. Nts., 2/15/16		490,000		525,525

F6 | OPPENHEIMER CORE BOND FUND/VA


	Principal
	Amount		Value

Oil, Gas & Consumable Fuels Continued
Energy Transfer Partners LP, 7.50% Sr. Unsec. Unsub. Bonds, 7/1/38	$	184,000	$	202,229
Enterprise Products Operating LLP, 7.50% Sr. Unsec. Unsub. Nts., 2/1/11		515,000		545,821
Kaneb Pipe Line Operating Partnership LP, 5.875% Sr. Unsec. Nts., 6/1/13		840,000		869,902
Kerr-McGee Corp., 6.875% Sr. Unsec. Unsub. Nts., 9/15/11		343,000		368,919
Kinder Morgan Energy Partners LP, 9% Sr. Unsec. Nts., 2/1/19		400,000		493,000
Nexen, Inc., 6.40% Sr. Unsec. Unsub. Bonds, 5/15/37		450,000		454,847
Peabody Energy Corp., 6.875% Sr. Unsec. Nts., Series B, 3/15/13		450,000		457,313
Pipeline Funding Co. LLC, 7.50% Sr. Sec. Nts., 1/15/30²		325,000		308,083
Plains All American Pipeline LP, 6.50% Sr. Unsec. Unsub. Nts., 5/1/18		550,000		589,112
Ras Laffan Liquefied Natural Gas Co. Ltd. III, 5.50% Sr. Sec. Nts., 9/30/14²		270,000		284,214
Williams Cos., Inc. (The), 8.75% Unsec. Nts., 3/15/32		360,000		431,959
Woodside Finance Ltd., 4.50% Nts., 11/10/14²		410,000		414,102

				7,295,856

Financials—9.3%
Capital Markets—1.6%
Blackstone Holdings Finance Co. LLC, 6.625% Sr. Unsec. Nts., 8/15/19²		728,000		713,791
Goldman Sachs Capital, Inc. (The), 6.345% Sub. Bonds, 2/15/34		890,000		835,749
Morgan Stanley:
5.55% Sr. Unsec. Unsub. Nts., Series F, 4/27/17		215,000		216,273
7.30% Sr. Unsec. Nts., 5/13/19		1,180,000		1,327,345

				3,093,158

Commercial Banks—2.2%
Barclays Bank plc, 6.278% Perpetual Bonds^3,9		1,060,000		789,700
City National Capital Trust I, 9.625% Jr. Sub. Bonds, 2/1/40		490,000		521,767
HSBC Finance Capital Trust IX, 5.911% Nts., 11/30/35¹		890,000		738,700
PNC Funding Corp., 5.25% Gtd. Unsec. Sub. Nts., 11/15/15		535,000		550,865
Wachovia Corp., 5.625% Sub. Nts., 10/15/16		240,000		245,742
Wells Fargo & Co., 7.98% Jr. Sub. Perpetual Bonds, Series K⁹		1,415,000		1,425,613

				4,272,387

Consumer Finance—0.5%
Capital One Capital IV, 8.875% Jr. Sub. Nts., 5/15/40		815,000		874,088
Diversified Financial Services—2.6%
Citigroup, Inc., 8.125% Sr. Unsec. Nts., 7/15/39		1,215,000		1,375,444
JPMorgan Chase & Co., 7.90% Perpetual Bonds, Series 1⁹		1,775,000		1,836,830
Merrill Lynch & Co., Inc., 7.75% Jr. Sub. Bonds, 5/14/38		1,730,000		1,906,579

				5,118,853

Insurance—1.9%
AXA SA, 6.379% Sub. Perpetual Bonds^2,9		665,000		538,650
Hartford Financial Services Group, Inc. (The):
5.375% Sr. Unsec. Nts., 3/15/17		400,000		381,864
6% Sr. Unsec. Nts., 1/15/19		545,000		531,618
Lincoln National Corp.:
7% Jr. Sub. Bonds, 5/17/66¹		615,000		516,600
8.75% Sr. Unsec. Nts., 7/1/19		278,000		318,170
Marsh & McLennan Cos., Inc., 5.15% Sr. Unsec. Nts., 9/15/10		455,000		466,526
Principal Life Global Funding I, 4.40% Sr. Sec. Nts., 10/1/10²		455,000		464,326
Prudential Holdings LLC, 8.695% Bonds, Series C, 12/18/23²		470,000		504,165

				3,721,919

Real Estate Investment Trusts—0.5%
Simon Property Group LP, 5.375% Sr. Unsec. Unsub. Nts., 6/1/11		447,000		464,173
WEA Finance LLC/WT Finance Aust Pty Ltd., 5.75% Nts., 9/2/15²		485,000		512,020

				976,193

Health Care—1.2%
Health Care Equipment & Supplies—0.4%
Boston Scientific Corp., 6% Sr. Unsec. Unsub. Nts., 1/15/20		752,000		769,817
Health Care Providers & Services—0.2%
WellPoint, Inc., 5% Sr. Unsec. Unsub. Nts., 1/15/11		435,000		449,886
Life Sciences Tools & Services—0.4%
Fisher Scientific International, Inc., 6.125% Sr. Unsec. Sub. Nts., 7/1/15		705,000		727,119
Pharmaceuticals—0.2%
Watson Pharmaceuticals, Inc., 6.125% Sr. Unsec. Nts., 8/15/19		460,000		475,485
Industrials—2.9%
Aerospace & Defense—1.0%
BAE Systems Holdings, Inc., 6.375% Nts., 6/1/19²		450,000		484,913

F7 | OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Aerospace & Defense Continued
L-3 Communications Corp., 5.875% Sr. Sub. Nts., 1/15/15	$	485,000	$	486,819
Meccanica Holdings USA, Inc.:
6.25% Sr. Nts., 1/15/40²		95,000		95,435
6.25% Sr. Unsec. Unsub. Nts., 7/15/19²		265,000		283,266
7.375% Sr. Unsec. Unsub. Nts., 7/15/39²		440,000		495,563

				1,845,996

Commercial Services & Supplies—0.4%
Browning-Ferris Industries, Inc., 7.40% Sr. Unsec. Debs., 9/15/35		375,000		415,021
Republic Services, Inc., 6.75% Sr. Unsec. Unsub. Nts., 8/15/11		295,000		311,315

				726,336

Electrical Equipment—0.2%
Roper Industries, Inc., 6.25% Sr. Nts., 9/1/19		475,000		495,401
Industrial Conglomerates—0.6%
General Electric Capital Corp., 5.875% Unsec. Unsub. Nts., 1/14/38		350,000		325,124
Tyco International Ltd./Tyco International Finance SA, 6.875% Sr. Unsec. Unsub. Nts., 1/15/21		820,000		921,813

				1,246,937

Machinery—0.3%
SPX Corp., 7.625% Sr. Unsec. Nts., 12/15/14		510,000		527,850
Road & Rail—0.4%
CSX Corp., 7.375% Sr. Unsec. Nts., 2/1/19		685,000		783,879
Information Technology—0.7%
Electronic Equipment & Instruments—0.4%
Agilent Technologies, Inc., 5.50% Sr. Unsec. Unsub. Nts., 9/14/15		759,000		796,556
Software—0.3%
CA, Inc., 5.375% Sr. Unsec. Unsub. Nts., 12/1/19		570,000		574,290
Materials—2.4%
Chemicals—0.7%
Airgas, Inc., 4.50% Sr. Unsec. Unsub. Nts., 9/15/14		242,000		245,925
Terra Capital, Inc., 7.75% Sr. Nts., 11/1/19²		620,000		666,500
Yara International ASA, 7.875% Nts., 6/11/19²		402,000		459,775

				1,372,200

Containers & Packaging—0.3%
Ball Corp., 7.125% Sr. Unsec. Nts., 9/1/16		480,000		494,400
Metals & Mining—1.4%
Freeport-McMoRan Copper & Gold, Inc., 8.25% Sr. Unsec. Nts., 4/1/15		725,000		791,095
Teck Resources Ltd., 9.75% Sr. Sec. Nts., 5/15/14		535,000		619,931
Vale Overseas Ltd., 6.875% Sr. Unsec. Nts., 11/10/39		495,000		500,803
Xstrata Canada Corp.:
5.375% Sr. Unsec. Unsub. Nts., 6/1/15		245,000		253,886
6% Sr. Unsec. Unsub. Nts., 10/15/15		347,000		371,038
Xstrata Finance Canada Ltd., 6.90% Nts., 11/15/37²		231,000		236,297

				2,773,050

Telecommunication Services—3.0%
Diversified Telecommunication Services—2.7%
AT&T, Inc., 6.30% Sr. Unsec. Bonds, 1/15/38		540,000		550,310
British Telecommunications plc, 9.625% Bonds, 12/15/30		290,000		370,468
Citizens Communications Co., 6.25% Sr. Nts., 1/15/13		455,000		458,413
Deutsche Telekom International Finance BV, 8.50% Unsub. Nts., 6/15/10¹		427,000		441,322
Embarq Corp., 6.738% Sr. Unsec. Nts., 6/1/13		430,000		467,544
Telecom Italia Capital SA, 4.875% Sr. Unsec. Unsub. Nts., 10/1/10		880,000		900,841
Telefonica Europe BV, 7.75% Unsec. Nts., 9/15/10		420,000		439,441
Telus Corp., 8% Nts., 6/1/11		690,000		747,247
Verizon Communications, Inc., 6.40% Sr. Unsec. Nts., 2/15/38		350,000		367,111
Windstream Corp., 8.625% Sr. Unsec. Unsub. Nts., 8/1/16		530,000		541,925

				5,284,622

Wireless Telecommunication Services—0.3%
American Tower Corp., 7% Sr. Unsec. Nts., 10/15/17		360,000		400,500
Rogers Wireless, Inc., 9.625% Sr. Sec. Nts., 5/1/11		179,000		196,473

				596,973

Utilities—2.1%
Electric Utilities—0.4%
Allegheny Energy Supply Co. LLC, 8.25% Bonds, 4/15/12²		350,000		383,125
Exelon Corp., 5.625% Sr. Unsec. Bonds, 6/15/35		325,000		294,836

				677,961

F8 | OPPENHEIMER CORE BOND FUND/VA


	Principal
	Amount			Value

Energy Traders—0.8%
Constellation Energy Group, Inc., 7.60% Unsec. Nts., 4/1/32	$	465,000		$	506,362
NRG Energy, Inc., 7.375% Sr. Nts., 2/1/16		455,000			456,706
Oncor Electric Delivery Co., 6.375% Sr. Sec. Nts., 1/15/15		589,000			643,198

					1,606,266

Multi-Utilities—0.9%
CMS Energy Corp., 6.55% Sr. Unsec. Unsub. Nts., 7/17/17		535,000			531,020
NiSource Finance Corp., 7.875% Sr. Unsec. Nts., 11/15/10		432,000			452,987
Sempra Energy:
6.50% Sr. Unsec. Nts., 6/1/16		250,000			271,484
9.80% Sr. Unsec. Nts., 2/15/19		390,000			487,546

					1,743,037


Total Corporate Bonds and Notes (Cost $58,331,451)					61,659,722

	Units			Value

Rights, Warrants and Certificates—0.0%
Pathmark Stores, Inc. Wts., Strike Price $22.31, Exp. 9/19/10¹⁰ (Cost $14,872)		5,408		$	—

	Shares

Investment Companies—12.7%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^11,12		795,482			795,482
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%^11,13		23,853,396			23,853,396


Total Investment Companies (Cost $24,648,878)					24,648,878

Total Investments, at Value (Cost $251,487,414)		129.6	%		251,927,963
Liabilities in Excess of Other Assets		(29.6	)		(57,614,046	)

Net Assets		100.0	%	$	194,313,917

Footnotes to Statement of Investments


1.		Represents the current interest rate for a variable or increasing rate security.

2.		Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $12,248,497 or 6.30% of the Fund’s net assets as of December 31, 2009.

3.		Illiquid security. The aggregate value of illiquid securities as of December 31, 2009 was $3,459,432, which represents 1.78% of the Fund’s net assets. See Note 6 of accompanying Notes.

4.		All or a portion of the security is held in collateralized accounts to cover initial margin requirements on open futures contracts. The aggregate market value of such securities is $699,315. See Note 5 of accompanying Notes.

5.		Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $11,757,349 or 6.05% of the Fund’s net assets as of December 31, 2009.

6.		The current amortization rate of the security’s cost basis exceeds the future interest payments currently estimated to be received. Both the amortization rate and interest payments are contingent on future mortgage pre-payment speeds and are therefore subject to change.

7.		Principal-Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans. The value of these securities generally increases as interest rates decline and prepayment rates rise. The price of these securities is typically more volatile than that of coupon-bearing bonds of the same maturity. Interest rates disclosed represent current yields based upon the current cost basis and estimated timing of future cash flows. These securities amount to $430,320 or 0.22% of the Fund’s net assets as of December 31, 2009.

8.		When-issued security or delayed delivery to be delivered and settled after December 31, 2009. See Note 1 of accompanying Notes.

9.		This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.

10.		Non-income producing security.

11.		Rate shown is the 7-day yield as of December 31, 2009.

12.		Interest rate is less than 0.0005%.

13.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

F9 | OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued


	Shares		Gross		Gross		Shares
	December 31, 2008		Additions		Reductions		December 31, 2009

OFI Liquid Assets Fund, LLC		—		810,000		810,000		—
Oppenheimer Institutional Money Market Fund, Cl. E		13,605,218		215,704,781		205,456,603		23,853,396


	Value		Income

OFI Liquid Assets Fund, LLC	$	—	$	1,106	^a
Oppenheimer Institutional Money Market Fund, Cl. E		23,853,396		129,358

	$	23,853,396	$	130,464


a.		Net of compensation to the securities lending agent and rebates paid to the borrowing counterparties.

Valuation Inputs

	1)		Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

	2)		Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

	3)		Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:


							Level 3–
	Level 1–			Level 2–			Significant
	Unadjusted			Other Significant			Unobservable
	Quoted Prices			Observable Inputs			Inputs		Value

Assets Table
Investments, at Value:
Asset-Backed Securities	$	—		$	15,667,692		$	—	$	15,667,692
Mortgage-Backed Obligations		—			146,354,373			—		146,354,373
U.S. Government Obligations		—			3,597,298			—		3,597,298
Corporate Bonds and Notes		—			61,659,722			—		61,659,722
Rights, Warrants and Certificates		—			—			—		—
Investment Companies		24,648,878			—			—		24,648,878

Total Investments, at Value		24,648,878			227,279,085			—		251,927,963

Other Financial Instruments:
Futures margins		38,427			—			—		38,427

Total Assets	$	24,687,305		$	227,279,085		$	—	$	251,966,390


Liabilities Table
Other Financial Instruments:
Depreciated swaps, at value	$	—		$	(65,987	)	$	—	$	(65,987	)
Futures margins		(105,716	)		—			—		(105,716	)

Total Liabilities	$	(105,716	)	$	(65,987	)	$	—	$	(171,703	)

F10 | OPPENHEIMER CORE BOND FUND/VA

Futures Contracts as of December 31, 2009 are as follows:


								Unrealized
		Number of		Expiration				Appreciation
Contract Description	Buy/Sell	Contracts		Date		Value		(Depreciation)

U.S. Long Bonds	Buy		125		3/22/10	$	14,421,875	$	(615,480	)
U.S. Treasury Nts., 2 yr.	Sell		101		3/31/10		21,842,828		113,868
U.S. Treasury Nts., 5 yr.	Sell		67		3/31/10		7,663,648		134,160
U.S. Treasury Nts., 10 yr.	Buy		118		3/22/10		13,623,469		(371,592	)

								$	(739,044	)

Credit Default Swap Contracts as of December 31, 2009 are as follows:


	Buy/Sell	Notional		Pay/
Reference Entity/	Credit	Amount		Receive			Termination					Unrealized
Swap Counterparty	Protection	(000’s)		Fixed Rate			Date		Value			Depreciation

Vale Inco Ltd.:
Morgan Stanley Capital Services, Inc.	Buy	$	1,030		0.70	%		3/20/17	$	(27,000	)	$	27,000
Morgan Stanley Capital Services, Inc.	Buy		1,015		0.63			3/20/17		(21,966	)		21,966

	Total		2,045							(48,966	)		48,966
Vale Overseas:
Morgan Stanley Capital Services, Inc.	Sell		1,030		1.17			3/20/17		(6,287	)		6,287
Morgan Stanley Capital Services, Inc.	Sell		1,015		1.10			3/20/17		(10,734	)		10,734

	Total		2,045							(17,021	)		17,021

	Grand Total Buys									(48,966	)		48,966
	Grand Total Sells									(17,021	)		17,021

	Total Credit Default Swaps								$	(65,987	)	$	65,987

The table that follows shows the undiscounted maximum potential payment by the Fund related to selling credit protection in credit default swaps:

Type of Reference

Total Maximum Potential

Asset on which the

Payments for Selling Credit

Reference Asset

Fund Sold Protection

Protection (Undiscounted)

Amount Recoverable*

Rating Range**

Investment Grade Single

Name Corporate Debt

2,045,000

—

BBB+


*		The Fund has no amounts recoverable from related purchased protection. In addition, the Fund has no recourse provisions under the credit derivatives and holds no collateral which can offset or reduce potential payments under a triggering event.

**		The period end reference asset security ratings, as rated by any rating organization, are included in the equivalent Standard & Poor’s rating category. The reference asset rating represents the likelihood of a potential credit event on the reference asset which would result in a related payment by the Fund.

Swap Summary as of December 31, 2009 is as follows:


		Notional
	Swap Type from	Amount
Swap Counterparty	Fund Perspective	(000’s)		Value

Morgan Stanley
Capital Services, Inc.:
	Credit Default Buy Protection	$	2,045	$	(48,966	)
	Credit Default Sell Protection		2,045		(17,021	)

		Total Swaps		$	(65,987	)

See accompanying Notes to Financial Statements.

F11 | OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $227,634,018)	$	228,074,567
Affiliated companies (cost $23,853,396)		23,853,396

		251,927,963
Receivables and other assets:
Interest, dividends and principal paydowns		1,676,036
Shares of beneficial interest sold		89,102
Futures margins		38,427
Other		19,279

Total assets		253,750,807

Liabilities
Depreciated swaps, at value		65,987
Payables and other liabilities:
Investments purchased on a when-issued or delayed delivery basis		58,841,938
Futures margins		105,716
Shares of beneficial interest redeemed		61,349
Shareholder communications		35,619
Distribution and service plan fees		35,236
Transfer and shareholder servicing agent fees		16,557
Trustees’ compensation		12,758
Other		261,730

Total liabilities		59,436,890

Net Assets	$	194,313,917


Composition of Net Assets
Par value of shares of beneficial interest	$	27,582
Additional paid-in capital		316,302,733
Accumulated net investment income		3,511,374
Accumulated net realized loss on investments		(125,163,290	)
Net unrealized depreciation on investments		(364,482	)

Net Assets	$	194,313,917


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 $137,597,247 and 19,473,425 shares of beneficial interest outstanding)	$	7.07
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $56,716,670 and 8,108,411 shares of beneficial interest outstanding)	$	6.99

See accompanying Notes to Financial Statements.

F12 | OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2009


Investment Income
Interest (net of foreign withholding taxes of $376)	$	13,270,100
Fee income		1,838,875
Dividends:
Unaffiliated companies		4,934
Affiliated companies		129,358
Income from investment of securities lending cash collateral, net—affliated companies		1,106

Total investment income		15,244,373

Expenses
Management fees		1,142,088
Distribution and service plan fees—Service shares		131,620
Transfer and shareholder servicing agent fees:
Non-Service shares		95,088
Service shares		38,325
Shareholder communications:
Non-Service shares		88,823
Service shares		34,552
Trustees’ compensation		12,855
Custodian fees and expenses		1,524
Other		25,249

Total expenses		1,570,124
Less waivers and reimbursements of expenses		(285,188	)

Net expenses		1,284,936

Net Investment Income		13,959,437

Realized and Unrealized Gain (Loss)
Net realized loss on:
Investment from unaffiliated companies		(51,573,877	)
Closing and expiration of futures contracts		(1,374,632	)
Swap contracts		(16,366,593	)

Net realized loss		(69,315,102	)
Net change in unrealized appreciation (depreciation) on:
Investments		69,934,926
Futures contracts		(645,574	)
Swap contracts		596,596

Net change in unrealized depreciation		69,885,948

Net Increase in Net Assets Resulting from Operations	$	14,530,283

See accompanying Notes to Financial Statements.

F13 | OPPENHEIMER CORE BOND FUND/VA

FINANCIAL HIGHLIGHTS


Non-Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	6.45		$	11.06		$	11.16		$	11.19		$	11.50

Income (loss) from investment operations:
Net investment income¹		.48			.66			.55			.53			.51
Net realized and unrealized gain (loss)		.14			(4.82	)		(.08	)		.03			(.23	)

Total from investment operations		.62			(4.16	)		.47			.56			.28

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.45	)		(.57	)		(.59	)		(.59	)

Net asset value, end of period	$	7.07		$	6.45		$	11.06		$	11.16		$	11.19


Total Return, at Net Asset Value²		9.61	%		(39.05	)%		4.39	%		5.28	%		2.59	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	137,597		$	156,339		$	325,661		$	367,106		$	430,642

Average net assets (in thousands)	$	137,631		$	271,355		$	345,723		$	391,750		$	466,033

Ratios to average net assets:³
Net investment income		7.40	%		6.76	%		5.07	%		4.83	%		4.56	%
Total expenses		0.75	%⁴	0.63		%⁴	0.68		%⁴	0.77		%⁴		0.76	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.61	%		0.62	%		0.68	%		0.77	%		0.76	%

Portfolio turnover rate⁵		143	%		51	%		89	%		114	%		111	%


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

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

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

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	0.76	%
Year Ended December 31, 2008	0.63	%
Year Ended December 31, 2007	0.68	%
Year Ended December 31, 2006	0.77	%


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


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2009	$	977,840,247	$	1,009,549,121
Year Ended December 31, 2008	$	1,019,711,829	$	963,377,934
Year Ended December 31, 2007	$	662,784,931	$	678,316,693
Year Ended December 31, 2006	$	1,168,229,255	$	1,270,329,129
Year Ended December 31, 2005	$	2,420,041,493	$	2,423,498,913

See accompanying Notes to Financial Statements.

F15 | OPPENHEIMER CORE BOND FUND/VA

FINANCIAL HIGHLIGHTS Continued


Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	6.41		$	10.98		$	11.10		$	11.15		$	11.47

Income (loss) from investment operations:
Net investment income¹		.46			.63			.52			.49			.47
Net realized and unrealized gain (loss)		.12			(4.77	)		(.08	)		.03			(.22	)

Total from investment operations		.58			(4.14	)		.44			.52			.25

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.43	)		(.56	)		(.57	)		(.57	)

Net asset value, end of period	$	6.99		$	6.41		$	10.98		$	11.10		$	11.15


Total Return, at Net Asset Value²		9.05	%		(39.07	)%		4.09	%		4.93	%		2.33	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	56,717		$	63,093		$	103,542		$	41,191		$	11,110

Average net assets (in thousands)	$	52,648		$	101,597		$	70,116		$	21,265		$	7,213

Ratios to average net assets:³
Net investment income		7.16	%		6.55	%		4.85	%		4.56	%		4.29	%
Total expenses		1.01	%⁴	0.88		%⁴	0.92		%⁴		1.06	%⁴	1.03		%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.86	%		0.87	%		0.92	%		1.06	%		1.03	%

Portfolio turnover rate⁵		143	%		51	%		89	%		114	%		111	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	1.02	%
Year Ended December 31, 2008	0.88	%
Year Ended December 31, 2007	0.92	%
Year Ended December 31, 2006	1.06	%


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


	PurchaseTransactions		Sale Transactions

Year Ended December 31, 2009	$	977,840,247	$	1,009,549,121
Year Ended December 31, 2008	$	1,019,711,829	$	963,377,934
Year Ended December 31, 2007	$	662,784,931	$	678,316,693
Year Ended December 31, 2006	$	1,168,229,255	$	1,270,329,129
Year Ended December 31, 2005	$	2,420,041,493	$	2,423,498,913

See accompanying Notes to Financial Statements.

F16 | OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Core Bond Fund/VA (the “Fund”), is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s main investment objective is to seek a high level of current income. As a secondary objective, the Fund seeks capital appreciation when consistent with its primary objective. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

F17 | OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

There have been no significant changes to the fair valuation methodologies during the period.

As of December 31, 2009, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:


	When-Issued or Delayed
	Delivery Basis Transactions

Purchased securities	$	58,841,938

F18 | OPPENHEIMER CORE BOND FUND/VA

investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

Investment in OFI Liquid Assets Fund, LLC. The Fund is permitted to invest cash collateral received in connection with its securities lending activities. Pursuant to the Fund’s Securities Lending Procedures, the Fund may invest cash collateral in, among other investments, an affiliated money market fund. OFI Liquid Assets Fund, LLC (“LAF”) is a limited liability company whose investment objective is to seek current income and stability of principal. The Manager is also the investment adviser of LAF. LAF is not registered under the Investment Company Act of 1940. However, LAF does comply with the investment restrictions applicable to registered money market funds set forth in Rule 2a-7 adopted under the Investment Company Act. When applicable, the Fund’s investment in LAF is included in the Statement of Investments. Shares of LAF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of LAF’s expenses, including its management fee of 0.08%.

F19 | OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Net Unrealized

Appreciation Based

on Cost of Securities

Undistributed

Accumulated

and Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3,4

Tax Purposes

$3,458,140

—

125,758,383

296,600


1.		As of December 31, 2009, the Fund had $125,312,251 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, 2009, details of the capital loss carryforwards were as follows:


Expiring

2010	$	29,885,554
2013		226,262
2014		6,107,275
2015		1,245,459
2016		12,777,851
2017		75,069,850

Total	$	125,312,251


2.		As of December 31, 2009, the Fund had $446,132 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2018.

3.		During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

4.		During the fiscal year ended December 31, 2008, the Fund did not utilize any capital loss carryforward.

Accordingly, the following amounts have been reclassified for December 31, 2009. Net assets of the Fund were unaffected by the reclassifications.


	Reduction		Reduction
	to Accumulated		to Accumulated Net
Increase	Net Investment		Realized Loss
to Paid-in Capital	Income		on Investments

$226,161	$	9,981,993	$	9,755,832

The tax character of distributions paid during the years ended December 31, 2009 and December 31, 2008 was as follows:

	Year Ended		Year Ended
	December 31, 2009		December 31, 2008

Distributions paid from:
Ordinary income	$	—	$	17,197,060


Federal tax cost of securities	$	251,631,364
Federal tax cost of other investments		(1,527,120	)

Total federal tax cost	$	250,104,244


Gross unrealized appreciation	$	9,214,141
Gross unrealized depreciation		(8,917,541	)

Net unrealized appreciation	$	296,600

F20 | OPPENHEIMER CORE BOND FUND/VA

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.

F21 | OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

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, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Non-Service Shares
Sold		1,228,549		$	7,870,664			1,056,698		$	9,889,610
Dividends and/or distributions reinvested		—			—			1,288,991			12,773,902
Acquisition-Note 10		—			—			1,626,777			17,178,762
Redeemed		(5,976,436	)		(37,833,227	)		(9,205,898	)		(87,681,397	)

Net decrease		(4,747,887	)	$	(29,962,563	)		(5,233,432	)	$	(47,839,123	)


Service Shares
Sold		1,841,099		$	11,758,361			4,464,539		$	42,884,220
Dividends and/or distributions reinvested		—			—			449,051			4,423,158
Redeemed		(3,581,065	)		(21,443,739	)		(4,496,387	)		(40,111,059	)

Net increase (decrease)		(1,739,966	)	$	(9,685,378	)		417,203		$	7,196,319

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF and LAF, for the year ended December 31, 2009, were as follows:


	Purchases		Sales

Investment securities	$	182,651,304	$	192,850,959
U.S. government and government agency obligations		17,713,548		14,516,064
To Be Announced (TBA) mortgage-related securities		977,840,247		1,009,549,121

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $1 billion	0.60	%
Over $1 billion	0.50

F22 | OPPENHEIMER CORE BOND FUND/VA

Waivers and Reimbursements of Expenses. Effective May 1, 2009, the Manager has voluntarily undertaken to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets will not exceed the annual rate of 0.75% for Non-Service shares and 1.00% for Service shares. During the year ended December 31, 2009, the Manager waived fees and/or reimbursed $3,182 and $2,460 for Non-Service and Service shares, respectively. This voluntary undertaking may be amended or withdrawn at any time.

Effective April 1, 2009 through March 31, 2010, the Manager has agreed to voluntarily waive its advisory fee by 0.18% of the Fund’s average annual net assets. During the year ended December 31, 2009, the Manager waived $254,480. This voluntary waiver will be applied after all other waivers and may be withdrawn at any time.

Prior to May 1, 2009, OFS had voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

5. Risk Exposures and the Use of Derivative Instruments

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

F23 | OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.

As of December 31, 2009 the Fund has not required certain counterparties to post collateral.

As of December 31, 2009, the aggregate fair value of derivative instruments with credit related contingent features in a net liability position was $65,987 for which collateral was not posted by the Fund. If a contingent feature would have been triggered as of December 31, 2009, the Fund could have been required to pay this amount in cash to its counter-parties. If the Fund fails to perform under these contracts and agreements, the cash and/or securities posted as collateral will be made available to the counterparty. Cash posted as collateral for these contracts, if any, is reported on the Statement of Assets and Liabilities; securities posted as collateral, if any, are reported on the Statement of Investments.

F24 | OPPENHEIMER CORE BOND FUND/VA

Valuations of derivative instruments as of December 31, 2009 are as follows:

Asset Derivatives

Liability Derivatives

Statement

Derivatives not

of Assets

Accounted for as

and Liabilities

Hedging Instruments

Location

Value

Location

Value

Credit contracts

Depreciated
swaps, at value

65,987

Interest rate contracts

Futures margins

38,427

Futures margins

105,716

Total

38,427

171,703


*		Includes only the current day’s variation margin. Prior variation margin movements have been reflected in cash on the Statement of Assets and Liabilities upon receipt or payment.

The effect of derivative instruments on the Statement of Operations is as follows:


Amount of Realized Gain or Loss Recognized on Derivatives
Derivatives not	Closing and
Accounted for as	expiration of
Hedging Instruments	futures contracts			Swap contracts			Total

Credit contracts	$	—		$	(12,469,071	)	$	(12,469,071	)
Interest rate contracts		(1,374,632	)		(3,897,522	)		(5,272,154	)

Total	$	(1,374,632	)	$	(16,366,593	)	$	(17,741,225	)


Amount of Change in Unrealized Gain or Loss Recognized on Derivatives
Derivatives not
Accounted for as
Hedging Instruments	Futures contracts			Swap contracts			Total

Credit contracts	$	—		$	(458,039	)	$	(458,039	)
Interest rate contracts		(645,574	)		1,054,635			409,061

Total	$	(645,574	)	$	596,596		$	(48,978	)

Futures Contracts

The Fund has purchased futures contracts on various bonds and notes to increase exposure to interest rate risk.

F25 | OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

Risk Exposures and the Use of Derivative Instruments Continued

The Fund has sold futures contracts on various bonds and notes to decrease exposure to interest rate risk.

Swap Contracts

F26 | OPPENHEIMER CORE BOND FUND/VA

The Fund has purchased credit protection through credit default swaps to decrease exposure to the credit risk of individual securities and, or, indexes.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

The Fund has entered into interest rate swaps in which it pays a fixed interest rate and receives a floating interest rate in order to decrease exposure to interest rate risk. Typically, if relative interest rates rise, payments received by the Fund under the swap agreement will be greater than the payments made by the Fund.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

As of December 31, 2009, the Fund had no such interest rate swap agreements outstanding.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

As of December 31, 2009, the Fund had no such total return swap agreements outstanding.

6. Illiquid Securities

F27 | OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

7. Securities Lending

The Fund lends portfolio securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. The loans are secured by collateral (either securities, letters of credit, or cash) in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and cost in recovering the securities loaned or in gaining access to the collateral. The Fund continues to receive the economic benefit of interest or dividends paid on the securities loaned in the form of a substitute payment received from the borrower and recognizes the gain or loss in the fair value of the securities loaned that may occur during the term of the loan. The Fund has the right under the lending agreement to recover the securities from the borrower on demand

As of December 31, 2009, the Fund had no securities on loan.

8. Subsequent Events Evaluation

9. Pending Litigation

F28 | OPPENHEIMER CORE BOND FUND/VA

suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer Funds.

10. Acquisition of Government Securities Portfolio

On April 30, 2008, the Fund acquired all of the net assets of Government Securities Portfolio, pursuant to an Agreement and Plan of Reorganization approved by the Government Securities Portfolio shareholders on April 25, 2008. The exchange qualified as a tax-free reorganization for federal income tax purposes.

Details of the merger are shown in the following table:

Exchange Ratio to One

Shares of Beneficial

Value of Issued

Combined

Share of Government

Interest Issued by

Shares of

Net Assets on

Securities Portfolio

the Fund

Beneficial Interest

April 30, 2008¹

Non-Service

0.0979

1,626,777

17,178,762

321,759,067


1.		The net assets acquired included net unrealized appreciation of $284,900 and an unused capital loss carryforward of $194,746, potential utilization subject to tax limitations.

F29 | OPPENHEIMER CORE BOND FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Core Bond Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer Core Bond Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Core Bond Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
February 16, 2010

F30 | OPPENHEIMER CORE BOND FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality, and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Krishna Memani and Peter Strzalkowski the portfolio managers for the Fund effective April 2009, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other A-rated corporate debt funds underlying variable insurance products. The Board noted that the Fund’s one-year, three-year, five-year and ten-year performance was below its peer group median. The Board noted the Manager’s assertion that the Fund’s underperformance in 2008 was a combination of a greater exposure to commercial and residential mortgages and investment grade financials relative to its

8 | OPPENHEIMER CORE BOND FUND/VA

peers and turbulent capital markets, which impacted the Fund’s longer term track record. The Board also noted the appointment of a new portfolio manager and the newly formed Investment Grade Fixed Income team on April 1, 2009 to oversee the Fund’s investments, and it considered the Manager’s assertion that the Fund has reduced its positions in commercial mortgages and certain residential mortgages and investment grade financials.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other A-rated corporate debt funds underlying variable insurance products. The Board noted that the Fund’s total expenses were competitive with its peer group median although its actual management fees were higher than its peer group median. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because of the disparity among VA funds in how insurance companies may be compensated for the services they provide to shareholders, when comparing the expenses of the various VA funds it is most appropriate to focus on the total expenses rather than on the management fees. Accordingly, while the Board reviewed and considered all expenses in its consideration of the Advisory Agreement, it paid particular attention to total expenses. The Board considered that, effective May 1, 2009, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, will not exceed 0.75% for Non-Service shares and 1.00% for Service shares. The Board also noted that the Manager has agreed to voluntarily waive 0.18% of its management fee effective April 1, 2009 through March 31, 2010. This voluntary waiver will be applied after all other waivers and/or reimbursements and may be withdrawn at any time after March 31, 2010.

Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.

9 | OPPENHEIMER CORE BOND FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies (“portfolio proxies”) relating to securities 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 1.800.525.7048, (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 is required to file 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 Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Fund’s Form N-PX filing on the SEC’s website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

10 | OPPENHEIMER CORE BOND FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the Funds, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Funds Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 1999) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 1999) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000 – June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1990) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1996) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

11 | OPPENHEIMER CORE BOND FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the Funds, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Funds Complex Currently Overseen

Robert J. Malone, Trustee (since 2002) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2000) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and is an officer of 94 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Memani, Strzalkowski, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Krishna Memani, Vice President and Portfolio Manager (since 2009) Age: 49		Senior Vice President and Head of the Investment Grade Fixed Income Team of the Manager (since March 2009). Prior to joining the Manager, Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (June 2006-January 2009); Chief Credit Strategist at Credit Suisse Securities (August 2002-March 2006); Managing Director and Senior Portfolio Manager at Putnam Investments (September 1998-June 2002). A portfolio manager and officer of 10 portfolios in the OppenheimerFunds complex.

12 | OPPENHEIMER CORE BOND FUND/VA


Name, Position(s) Held with the Funds, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Funds Complex Currently Overseen

Peter A. Strzalkowski, Vice President and Portfolio Manager (since 2009) Age: 44		Vice President of the Manager (since August 2007); CFA and a member of the Manger’s Investment Grade Fixed Income Team (since April 2009). Prior to joining the Manager, Managing Partner and Chief Investment Officer of Vector Capital Management, LLC, a structured products money management firm he founded (July 2006-August 2007); Senior Portfolio Manager at Highland Capital Management, L.P. (June 2005-July 2006); Senior Fixed Income Portfolio Manager at Microsoft Corp. (June 2003-June 2005); a Vice President and Senior Fixed Income Portfolio Manager at First Citizens Bank Trust, Capital Management Group (April 2000-June 2003); a Vice President and Fixed Income Portfolio Manager at Centura Banks (November 1998-April 2000). A portfolio manager and officer of 7 portfolios in the OppenheimerFunds complex.

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

13 | OPPENHEIMER CORE BOND FUND/VA

OPPENHEIMER GLOBAL SECURITIES FUND/VA

Fund Objective: The Fund seeks long-term capital appreciation by investing a substantial portion of its assets in securities of foreign issuers, “growth-type” companies, cyclical industries and special situations that are considered to have appreciation possibilities.

Portfolio Manager: Rajeev Bhaman

Average Annual Total Returns

For the Periods Ended 12/31/09


	1-Year			5-Year		10-Year

Non-Service Shares		39.77	%	3.64	%	3.91%

						Since
						Inception
	1-Year			5-Year		(7/13/00)

Service Shares		39.36	%	3.38	%	2.55%

						Since
						Inception
	1-Year			5-Year		(5/1/03)

Class 3		39.70	%	3.64	%	11.33%

						Since
						Inception
	1-Year			5-Year		(5/3/04)

Class 4		39.38	%	3.38	%	5.78%

Expense Ratios

For the Fiscal Year Ended 12/31/09



Non-Service Shares	0.75	%
Service Shares	1.00
Class 3	0.75
Class 4	1.00

Regional Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on the total market value of investments.


Top Ten Common Stock Holdings

Telefonaktiebolaget LM Ericsson, B Shares	3.8	%
Siemens AG	2.4
Credit Suisse Group AG	2.2
LVMH Moet Hennessy Louis Vuitton SA	2.2
eBay, Inc.	2.0
Microsoft Corp.	2.0
Juniper Networks, Inc.	2.0
Infosys Technologies Ltd.	2.0
Roche Holding AG	1.9
Intuit, Inc.	1.7

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on net assets.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

2 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. For the year ended December 31, 2009, the Fund’s Non-Service shares returned 39.77%, outperforming its benchmark, the MSCI World Index, which returned 29.99%. The reporting period began with near panic in the financial markets. For the first quarter of 2009, there was a very real fear that the world economy might be heading towards the conditions experienced during the Great Depression. As credit dried up and consumer confidence collapsed, global economic activity slowed dramatically or went into reverse as many large financial institutions disappeared or neared bankruptcy.

Central bankers and governments did not sit idly by. Last year, we maintained that with the help of government intervention, the financial system would stabilize, risk premiums would fall, loans would be made available to qualified businesses and consumers, and the global economy would largely recover. The scale of government intervention has been unprecedented, and while the long-term impacts are still to be assessed, we believe the ‘medicine’ has clearly helped and we are now in the early stages of an economic recovery. However, we continue to anticipate, as we did a year ago, that the recovery will be a slow process.

Given our relatively sanguine view last year that there would be a fairly robust market recovery sooner rather than later, we did not panic with regard to our portfolio during this bout of extreme market volatility. We instead stuck to our investment principles. As a result, we were able to produce results that were well ahead of the benchmark over the reporting period.

Our approach is essentially bottom-up and based on a stock’s fundamentals. Sector and country allocation are also primarily driven by stock selection; we do not make changes to the portfolio because of sweeping top-down asset or country allocation decisions, although we tend to avoid jurisdictions where we believe the legal structures appear inadequate to provide shareholder protection. Currently, we tend to favor securities located in open economies, such as the United States, Japan and the U.K., which have high-quality companies and feature significant innovation.

The decisions we make regarding the construction of our portfolio are based on how best to seek strong absolute performance in our view, and not necessarily the latest trend our benchmark or peers are moving towards. When we purchase a stock, we do so in the belief that it has the potential to at least double within our long-term time-frame, which we generally deem to be three to five years. We believe very strongly that real earnings growth drives stock prices and as such, we typically seek companies that we believe are capable of achieving sustainable and strong earnings growth over long periods of time.

Our process is driven by a number of powerful, long-term economic, demographic and technological forces that we summarize in the themes of our MANTRA (Mass Affluence, New Technologies, Restructuring and Aging). We invest in companies that we believe are capable of generating long-term, durable (not cyclical), strong growth that is driven by the powerful structural change derived from our MANTRA themes. Typically these companies generate high returns on invested capital that we believe is generally indicative of meaningful and sustainable competitive advantage. We place particular emphasis on the financial strength of companies with a strong focus on cash flow. In addition, we invest in companies where we believe management is not only highly capable, but also runs the company for the benefit of all shareholders.

Although there are many tens of thousands of companies listed on stock exchanges globally, there are many fewer that have the characteristics that we seek. This is where we concentrate our attention when building our portfolio. A very important part of our strategy is patience. Because we set certain targets for ourselves when buying a stock, we are willing to wait until we believe these targets are achievable. We like to buy when companies are out-of-favor with the market.

The Fund’s investment strategy focuses on seeking to identify long-term structural growth stocks—companies that have durable long-term earnings and good cash-flow characteristics, strong economic returns on invested capital, and healthy balance sheets. We think this long-term thematic approach to investing remains ideal for building capital over the long term. We also expect to stick to our contrarian nature in terms of stock acquisition: buying good names when they appear neglected and out-of-fashion. Our focus on quality franchises remains the bedrock of the Fund.

We have made few major changes to the portfolio over 2009. We have added very selectively to quality financials sector stocks, while retaining an underweight stance to the sector overall. We see real opportunities in many U.S. healthcare insurers, which have massive free cash flows and low multiples; also, we believe the existing structure, as is, will necessarily form the basis of any healthcare reform package. We have also added to our exposure to consumer staples, notably Nestle SA and

3 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

FUND PERFORMANCE DISCUSSION

Unilever plc, both of which we believe have exciting growth prospects in emerging markets, while slightly trimming our consumer discretionary holdings. We still remain substantially overweight in consumer discretionary as we continue to find many excellent long-term growth stories.

We do not plan to stray from our underweight stance in the energy and materials sectors in the near future. We view the recent firming of commodity prices as a recovery from an oversold position, a sign of growing appetite for risk, and a reaction to the weakness of the U.S. dollar. At period end, the fundamentals of supply and demand do not appear to support any sustained material upside move in commodity prices.

Our fundamental, bottom-up approach, which seeks long-term, sustainable and superior growth, has currently led us to focus on the information technology and consumer discretionary sectors. This is where we are finding the most companies with the characteristics that we seek. Indeed, we had approximately 45% of the Fund invested in these two sectors as of December 31, 2009, compared to the benchmark’s roughly 20% allocation. So, it is particularly encouraging that these two sectors were the biggest positive contributors to performance over the period.

Within information technology, the biggest contributors were Telefonaktiebolaget LM Ericsson, our largest holding at period end, Infosys Technologies Ltd., the Indian software company, U.S.-based Juniper Networks, Inc., semiconductor firm MediaTek, Inc., internet service company eBay, Inc. and Corning, Inc., a specialty glass and ceramics producer that serves the technology industry. All of these firms were among the top ten positive contributors to overall Fund performance. Among consumer discretionary companies, we had positive contributions from a wide array of holdings, such as retailers Hennes & Mauritz AB (which we exited) and Tiffany & Co. Other contributors included Bayerische Motoren Werke (BMW) AG and luxury goods companies LVMH Moet Hennessy Louis Vuitton SA and Tod’s SpA, an Italian company which manufactures shoes and other leather goods.

Our other major overweight sector at period end was industrials, where we found many companies within our restructuring theme. Industrials was a positive contributor to performance, with a particular strong showing by Assa Abloy AB, a Swedish company that is a leading manufacturer and supplier of locks. Our energy stock selection, which had detracted from Fund performance during the first half of the period, experienced a strong rebound and ended the reporting period strongly outperforming the Index. Technip SA, Europe’s second-largest provider of oil-field services, was the largest contributor to performance. The Fund also handily outperformed in the consumer staples sector as a result of better relative stock selection.

On the flip side, materials, a sector where we were underweight at period end, detracted from performance. It was a real rollercoaster period for this sector. As the commodity and energy bubble burst, the sector was very weak through March 2009. But as prices have recovered, materials was the top performing sector for the Index in terms of total return. Thus, our substantial underweight in materials hurt relative performance. We are, however, maintaining our underweight position in materials as the fundamentals of supply and demand in a slow growth world do not appear to support another big run-up in this sector.

At the country level, the stellar performance of technology stocks moved the United States into the top position in terms of positive contributors to performance. As a region, Europe was the top contributor to Fund performance, with solid contributors coming from France, Germany, and Sweden, among others. Latin America also performed very well for the Fund, with Brazil and Mexico leading the way, as did Asia excluding Japan, primarily due to India and Taiwan providing the bulk of the returns. On the negative tack, our underweights in Australia and Canada detracted from overall performance, as did our overweight position to Japan.

The global outlook continues to be mixed as much of the global economy seems poised to transition from a state of “less bad” to sustained growth. On the plus side, we see some increases in investor participation and a return of risk appetite as economic data shows movement from the depressed levels of 2008 and the first quarter of 2009. We are encouraged by early signs of stabilization in the housing and employment markets and improvement in consumer confidence.

The U.S. financial sector also looks better as many U.S. banks repaid their TARP monies and recapitalized via issuance of new equity. Much of the de-stocking process is over, and commodity prices are up. Additionally, we are witnessing a pick up in merger and acquisition (M&A) activity as buyers take advantage of low valuations and low interest rates to strengthen their competitive positions and significantly rationalize cost structures. The Organisation for Economic Co-operation and

4 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

Development (OECD) index of leading indicators demonstrated continued improvement across both the Eurozone and the BRIC countries (Brazil, Russia, India and China). Bond yields remain low and economic stimuli continue to be deployed globally. Global trade has evinced signs of resurgence, pointing to a consequent recovery in manufacturing output.

Nevertheless, we still perceive many reasons for continued concern. Unemployment is at record levels and growth in personal income is missing from the recovery so far. Government stimulus programs such as “Cash for Clunkers” may ultimately have but limited effects on personal consumption. It is clear that we are in the midst of a prolonged de-leveraging process with ongoing contraction in consumer credit.

Questions also remain regarding financial institutions’ exposure to the troubled commercial real-estate sector. While the economy is benefiting from the massive fiscal and monetary stimuli, at what point will higher interest rates and/or higher taxes have to reflect the long-term impact of a budget deficit approaching 13% of U.S. GDP? Increasing government involvement in the economy, greater regulation, and signs of protectionism also represent potential threats to growth.

While the exact shape of recovery is yet unknown, we remain conservative in our assumptions: de-leveraging, at least in the developed world and at both the personal and corporate levels, has a long way to run. This will restrain demand and, thus, growth. It is also clear that the crisis is putting considerable pressure on companies to adapt via cost-cutting and aggressive competition. As a result, the gap between the strong and the weak will grow; hence, our emphasis is on picking and sticking with what we believe are winners. Clearly, the markets have rallied strongly from their March 2009 lows and it would not be surprising if we were to see some sort of short-term correction. We believe that the Fund is positioned to help it weather any ‘shocks’ that may occur and, more importantly, to help it prosper as markets move higher. In the slow growth world that we are anticipating, companies that are capable of this sort of growth will be a scarcer commodity. As such they should command a much higher premium to the market than they have traditionally enjoyed in the past. This premium is generally lacking at the moment as the early stages of the current bull market have been led by those companies that were most distressed in the downturn. In our opinion, when, as it surely must, this premium emerges we believe it bodes extremely well for this portfolio which is full of quality growth stocks.

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, 2009. 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 July 13, 2000. In the case of Class 3 shares, performance is measured from inception of the Class on May 1, 2003. In the case of Class 4 shares, performance is measured from inception of the Class on May 3, 2004. 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 Morgan Stanley Capital International (MSCI) World Index, an unmanaged index of equity securities listed on stock exchanges of a select number of foreign countries and the U.S. The index performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. The Fund’s 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.

5 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.

8 | OPPENHEIMER GLOBAL SECURITIES FUND/VA


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	July 1, 2009		December 31, 2009		December 31, 2009

Actual
Non-Service Shares	$	1,000.00	$	1,245.90	$	4.37
Service Shares		1,000.00		1,243.70		5.78
Class 3 Shares		1,000.00		1,245.70		4.37
Class 4 Shares		1,000.00		1,243.90		5.78

Hypothetical (5% return before expenses)
Non-Service Shares		1,000.00		1,021.32		3.93
Service Shares		1,000.00		1,020.06		5.21
Class 3 Shares		1,000.00		1,021.32		3.93
Class 4 Shares		1,000.00		1,020.06		5.21


Class	Expense Ratios

Non-Service Shares		0.77	%
Service Shares		1.02
Class 3 Shares		0.77
Class 4 Shares		1.02

9 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Shares		Value

Common Stocks—98.7%
Consumer Discretionary—15.5%
Automobiles—1.1%
Bayerische Motoren Werke (BMW) AG		236,412	$	10,845,054
Bayerische Motoren Werke (BMW) AG, Preference		538,031		17,554,633

				28,399,687

Hotels, Restaurants & Leisure—3.3%
Carnival Corp.¹		1,187,126		37,620,023
Lottomatica SpA		232,100		4,650,525
McDonald’s Corp.		620,700		38,756,508
Shuffle Master, Inc.¹		597,400		4,922,576

				85,949,632

Household Durables—1.4%
Sony Corp.		1,327,800		38,488,246
Media—3.6%
Grupo Televisa SA, Sponsored GDR		1,543,096		32,034,673
Sirius XM Radio, Inc.¹		12,973,910		7,784,346
Walt Disney Co. (The)		1,306,300		42,128,175
Wire & Wireless India Ltd.¹		2,212,100		423,073
Zee Entertainment Enterprises Ltd.		2,140,210		11,763,554

				94,133,821

Specialty Retail—2.6%
Industria de Diseno Textil SA		521,200		32,295,426
Tiffany & Co.		842,400		36,223,200

				68,518,626

Textiles, Apparel & Luxury Goods—3.5%
Bulgari SpA		1,892,478		15,613,072
LVMH Moet Hennessy Louis Vuitton SA		510,030		57,307,727
Tod’s SpA		276,497		20,484,612

				93,405,411

Consumer Staples—11.5%
Beverages—3.5%
Companhia de Bebidas das Americas, Sponsored ADR, Preference		199,315		20,148,753
Diageo plc		802,645		13,997,581
Fomento Economico Mexicano SA de CV, UBD		7,658,100		36,739,211
Grupo Modelo SA de CV, Series C¹		3,786,000		21,010,824

				91,896,369

Food & Staples Retailing—2.9%
Seven & I Holdings Co. Ltd.		420,453		8,533,975
Tesco plc		4,521,385		31,065,498
Wal-Mart Stores, Inc.		676,400		36,153,580

				75,753,053

Food Products—2.7%
Cadbury plc		2,089,801		26,919,116
Nestle SA		368,332		17,874,490
Unilever plc		875,503		28,024,056

				72,817,662

Household Products—2.4%
Colgate-Palmolive Co.		428,500		35,201,275
Reckitt Benckiser Group plc		508,418		27,559,291

				62,760,566

Energy—4.8%
Energy Equipment & Services—2.6%
Technip SA		521,580		36,548,996
Transocean Ltd.¹		368,172		30,484,642

				67,033,638

Oil, Gas & Consumable Fuels—2.2%
Husky Energy, Inc.		682,830		19,639,075
Total SA		607,820		38,949,995

				58,589,070

Financials—14.5%
Capital Markets—3.7%
3i Group plc		2,497,728		11,291,137
Credit Suisse Group AG		1,185,416		58,383,087
UBS AG¹		1,808,659		27,784,473

				97,458,697

Commercial Banks—3.3%
HDFC Bank Ltd.		137,100		4,988,086
HSBC Holdings plc		3,720,973		42,360,803
Societe Generale, Cl. A		310,782		21,503,738
Sumitomo Mitsui Financial Group, Inc.		637,100		18,163,465

				87,016,092

Consumer Finance—1.2%
SLM Corp.¹		2,785,550		31,393,149
Diversified Financial Services—1.1%
Investor AB, B Shares		1,535,154		28,378,833
Insurance—5.2%
AFLAC, Inc.		673,000		31,126,250
Allianz SE		296,619		37,124,317
Fidelity National Financial, Inc., Cl. A		913,700		12,298,402
Prudential plc		2,790,297		28,424,844

F1 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Insurance Continued
XL Capital Ltd., Cl. A		1,472,600	$	26,992,758

				135,966,571

Health Care—6.9%
Biotechnology—1.2%
Amylin Pharmaceuticals, Inc.¹		360,968		5,122,136
Basilea Pharmaceutica AG¹		29,923		1,849,494
InterMune, Inc.¹		324,300		4,228,872
NicOx SA¹		201,870		1,686,277
Regeneron Pharmaceuticals, Inc.¹		200,802		4,855,392
Seattle Genetics, Inc.¹		731,028		7,427,244
Theravance, Inc.¹		551,800		7,212,026

				32,381,441

Health Care Providers & Services—2.4%
Aetna, Inc.		982,600		31,148,420
WellPoint, Inc.¹		537,035		31,303,770

				62,452,190

Pharmaceuticals—3.3%
Bayer AG		143,664		11,529,539
Roche Holding AG		294,603		50,066,419
Sanofi-Aventis SA		307,205		24,080,756

				85,676,714

Industrials—13.6%
Aerospace & Defense—3.6%
Boeing Co. (The)		220,400		11,930,252
Empresa Brasileira de Aeronautica SA, ADR		873,583		19,314,920
European Aeronautic Defense & Space Co.		1,394,530		27,856,565
Lockheed Martin Corp.		179,900		13,555,465
Raytheon Co.		426,600		21,978,432

				94,635,634

Air Freight & Logistics—1.0%
TNT NV		907,427		27,775,249
Building Products—1.6%
Assa Abloy AB, Cl. B		2,149,185		41,155,018
Commercial Services & Supplies—0.7%
Secom Co. Ltd.		391,600		18,522,663
Electrical Equipment—1.1%
Emerson Electric Co.		465,900		19,847,340
Prysmian SpA		488,000		8,527,775

				28,375,115

Industrial Conglomerates—5.2%
3M Co.		468,500		38,730,895
Koninklijke (Royal) Philips Electronics NV		1,125,400		33,363,350
Siemens AG		691,081		63,545,844

				135,640,089

Machinery—0.4%
Fanuc Ltd.		126,300		11,744,046

Information Technology—28.7%
Communications Equipment—6.5%
Juniper Networks, Inc.¹		1,987,600		53,009,292
Tandberg ASA		641,750		18,288,844
Telefonaktiebolaget LM Ericsson,B Shares		10,806,080		99,532,566

				170,830,702

Electronic Equipment & Instruments—5.1%
Corning, Inc.		1,640,800		31,683,848
Hoya Corp.		1,003,500		26,603,550
Keyence Corp.		92,374		19,043,118
Kyocera Corp.		156,800		13,828,747
Murata Manufacturing Co. Ltd.		562,300		27,772,373
Nidec Corp.		168,600		15,459,752

				134,391,388

Internet Software & Services—2.0%
eBay, Inc.¹		2,278,400		53,633,536
IT Services—3.3%
Automatic Data Processing, Inc.		835,000		35,754,700
Infosys Technologies Ltd.		934,126		51,985,900

				87,740,600

Semiconductors & Semiconductor Equipment—4.4%
Altera Corp.		1,280,900		28,986,767
Linear Technology Corp.		231,296		7,063,780
Maxim Integrated Products, Inc.		1,301,365		26,417,710
MediaTek, Inc.		1,549,696		26,911,945
Taiwan Semiconductor Manufacturing Co. Ltd.		13,162,184		26,402,511

				115,782,713

Software—7.2%
Adobe Systems, Inc.¹		944,363		34,733,671
Intuit, Inc.¹		1,461,100		44,870,381
Microsoft Corp.		1,755,800		53,534,342
Nintendo Co. Ltd.		58,700		13,891,104
SAP AG		939,069		44,397,510

				191,427,008

F2 | OPPENHEIMER GLOBAL SECURITIES FUND/VA


	Shares			Value

Materials—0.3%
Chemicals—0.3%
Linde AG		59,430		$	7,143,664
Telecommunication Services—2.0%
Wireless Telecommunication Services—2.0%
KDDI Corp.		5,485			28,924,502
Vodafone Group plc		10,569,572			24,532,360

					53,456,862

Utilities—0.9%
Electric Utilities—0.9%
Fortum OYJ		910,500			24,666,340

Total Common Stocks (Cost $2,204,670,375)					2,595,390,095

	Principal
	Amount

Convertible Corporate Bonds and Notes—0.1%
Theravance, Inc., 3% Cv. Sub. Nts., 1/15/15 (Cost $2,882,889)	$	2,882,000		$	2,283,984

	Shares

Investment Company—1.2%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^2,3		396,461			396,461
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%^2,4		30,907,869			30,907,869


Total Investment Companies (Cost $31,304,330)					31,304,330

Total Investments, at Value (Cost $2,238,857,594)		100.0	%	$	2,628,978,409
Other Assets Net of Liabilities		0.0			502,142

Net Assets		100.0	%	$	2,629,480,551

Footnotes to Statement of Investments


1.		Non-income producing security.

2.		Rate shown is the 7-day yield as of December 31, 2009.

3.		Interest rate is less than 0.0005%.

4.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares		Gross		Gross		Shares
	December 31, 2008		Additions		Reductions		December 31, 2009

OFI Liquid Assets Fund, LLC		—		342,533,185		342,533,185		—
Oppenheimer Institutional Money Market Fund, Cl. E		24,247,807		375,467,281		368,807,219		30,907,869

					Value		Income

OFI Liquid Assets Fund, LLC					$	—	$	935,043	^a
Oppenheimer Institutional Money Market Fund, Cl. E						30,907,869		132,230

					$	30,907,869	$	1,067,273


a.		Net of compensation to the securities lending agent and rebates paid to the borrowing counterparties.

Valuation Inputs

	1) Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

	2) Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

	3) Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

F3 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:


					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	301,213,060	$	107,682,363	$	—	$	408,895,423
Consumer Staples		221,606,540		81,621,110		—		303,227,650
Energy		50,123,717		75,498,991		—		125,622,708
Financials		101,810,559		278,402,783		—		380,213,342
Health Care		143,050,556		37,459,789		—		180,510,345
Industrials		167,248,429		190,599,385		—		357,847,814
Information Technology		563,675,784		190,130,163		—		753,805,947
Materials		7,143,664		—		—		7,143,664
Telecommunication Services		24,532,360		28,924,502		—		53,456,862
Utilities		—		24,666,340		—		24,666,340
Convertible Corporate Bonds and Notes		—		2,283,984		—		2,283,984
Investment Companies		31,304,330		—		—		31,304,330

Total Assets	$	1,611,708,999	$	1,017,269,410	$	—	$	2,628,978,409

Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:


Geographic Holdings	Value		Percent

United States	$	944,708,711		36.0	%
Japan		240,975,541		9.2
United Kingdom		234,174,686		8.9
France		207,934,054		7.9
Germany		192,140,561		7.3
Sweden		169,066,417		6.4
Switzerland		155,957,963		5.9
Mexico		89,784,708		3.4
India		69,160,613		2.6
The Netherlands		61,138,599		2.3
Taiwan		53,314,456		2.0
Italy		49,275,984		1.9
Brazil		39,463,673		1.5
Spain		32,295,426		1.2
Cayman Islands		26,992,758		1.0
Finland		24,666,340		1.0
Canada		19,639,075		0.8
Norway		18,288,844		0.7

Total	$	2,628,978,409		100.0	%

See accompanying Notes to Financial Statements.

F4 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $2,207,949,725)	$	2,598,070,540
Affiliated companies (cost $30,907,869)		30,907,869

		2,628,978,409
Cash—foreign currencies (cost$46)		46
Receivables and other assets:
Interest and dividends		3,386,479
Shares of beneficial interest sold		44,216
Other		211,314

Total assets		2,632,620,464

Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		1,608,254
Distribution and service plan fees		651,168
Foreign capital gains tax		273,651
Shareholder communications		242,201
Transfer and shareholder servicing agent fees		223,182
Trustees’ compensation		40,309
Other		101,148

Total liabilities		3,139,913

Net Assets	$	2,629,480,551


Composition of Net Assets
Par value of shares of beneficial interest	$	99,512
Additional paid-in capital		2,319,628,804
Accumulated net investment income		30,325,856
Accumulated net realized loss on investments and foreign currency transactions		(110,598,803	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		390,025,182

Net Assets	$	2,629,480,551


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 $1,364,596,653 and 51,501,209 shares of beneficial interest outstanding)	$	26.50

Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $980,484,749 and 37,307,622 shares of beneficial interest outstanding)	$	26.28

Class 3 Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $206,356,296 and 7,737,375 shares of beneficial interest outstanding)	$	26.67

Class 4 Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $78,042,853 and 2,965,387 shares of beneficial interest outstanding)	$	26.32

See accompanying Notes to Financial Statements.

F5 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2009


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $3,105,080)	$	50,162,670
Affiliated companies		132,230
Income from investment of securities lending cash collateral, net—affiliated companies		935,043
Interest		94,891

Total investment income		51,324,834

Expenses
Management fees		14,552,153
Distribution and service plan fees:
Service shares		2,073,540
Class 4 shares		166,600
Transfer and shareholder servicing agent fees:
Non-Service shares		865,222
Service shares		603,583
Class 3 shares		134,020
Class 4 shares		51,653
Shareholder communications:
Non-Service shares		313,432
Service shares		217,238
Class 3 shares		47,451
Class 4 shares		17,467
Custodian fees and expenses		215,032
Trustees’ compensation		50,856
Other		84,279

Total expenses		19,392,526
Less waivers and reimbursements of expenses		(21,125	)

Net expenses		19,371,401

Net Investment Income		31,953,433

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments (net of foreign capital gains tax of $384,799)		(79,868,953	)
Foreign currency transactions		14,766,593

Net realized loss		(65,102,360	)
Net change in unrealized appreciation on:
Investments (net of foreign capital gains tax of $267,772)		779,227,777
Translation of assets and liabilities denominated in foreign currencies		27,371,041

Net change in unrealized appreciation		806,598,818

Net Increase in Net Assets Resulting from Operations	$	773,449,891

See accompanying Notes to Financial Statements.

F6 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended December 31,	2009			2008

Operations
Net investment income	$	31,953,433		$	57,466,025
Net realized gain (loss)		(65,102,360	)		24,747,758
Net change in unrealized appreciation (depreciation)		806,598,818			(1,596,274,756	)

Net increase (decrease) in net assets resulting from operations		773,449,891			(1,514,060,973	)

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(27,800,589	)		(26,708,494	)
Service shares		(16,163,769	)		(13,401,398	)
Class 3 shares		(4,130,611	)		(4,326,225	)
Class 4 shares		(1,262,683	)		(1,190,079	)

		(49,357,652	)		(45,626,196	)

Distributions from net realized gain:
Non-Service shares		(26,507,538	)		(117,354,093	)
Service shares		(17,924,453	)		(71,861,924	)
Class 3 shares		(3,946,570	)		(19,045,871	)
Class 4 shares		(1,437,851	)		(6,614,741	)

		(49,816,412	)		(214,876,629	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(140,936,466	)		(78,197,928	)
Service shares		(37,527,816	)		71,375,736
Class 3 shares		(22,954,318	)		(30,841,100	)
Class 4 shares		(4,666,393	)		(6,272,856	)

		(206,084,993	)		(43,936,148	)

Net Assets
Total increase (decrease)		468,190,834			(1,818,499,946	)
Beginning of period		2,161,289,717			3,979,789,663

End of period (including accumulated net investment income of $30,325,856 and $47,532,805, respectively)	$	2,629,480,551		$	2,161,289,717

See accompanying Notes to Financial Statements.

F7 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

FINANCIAL HIGHLIGHTS


Non-Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	20.21		$	36.60		$	36.79		$	33.38		$	29.51

Income (loss) from investment operations:
Net investment income¹		.33			.55			.45			.43			.32
Net realized and unrealized gain (loss)		6.94			(14.46	)		1.69			5.20			3.85

Total from investment operations		7.27			(13.91	)		2.14			5.63			4.17

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.50	)		(.46	)		(.50	)		(.36	)		(.30	)
Distributions from net realized gain		(.48	)		(2.02	)		(1.83	)		(1.86	)		—

Total dividends and/or distributions to shareholders		(.98	)		(2.48	)		(2.33	)		(2.22	)		(.30	)


Net asset value, end of period	$	26.50		$	20.21		$	36.60		$	36.79		$	33.38


Total Return, at Net Asset Value²		39.77	%		(40.19	)%		6.32	%		17.69	%		14.31	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,364,597		$	1,150,113		$	2,193,638		$	2,297,315		$	2,124,413

Average net assets (in thousands)	$	1,206,240		$	1,679,720		$	2,302,726		$	2,189,511		$	2,123,523

Ratios to average net assets:³
Net investment income		1.51	%		1.95	%		1.21	%		1.27	%		1.08	%
Total expenses		0.75	%⁴		0.65	%⁴		0.65	%⁴		0.66	%⁴		0.67	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.75	%		0.65	%		0.65	%		0.66	%		0.67	%

Portfolio turnover rate		11	%		19	%		18	%		21	%		35	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	0.75	%
Year Ended December 31, 2008	0.65	%
Year Ended December 31, 2007	0.65	%
Year Ended December 31, 2006	0.66	%

See accompanying Notes to Financial Statements.

F8 | OPPENHEIMER GLOBAL SECURITIES FUND/VA


Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	20.02		$	36.27		$	36.49		$	33.16		$	29.33

Income (loss) from investment operations:
Net investment income¹		.27			.47			.33			.33			.24
Net realized and unrealized gain (loss)		6.90			(14.32	)		1.72			5.16			3.84

Total from investment operations		7.17			(13.85	)		2.05			5.49			4.08

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.43	)		(.38	)		(.44	)		(.30	)		(.25	)
Distributions from net realized gain		(.48	)		(2.02	)		(1.83	)		(1.86	)		—

Total dividends and/or distributions to shareholders		(.91	)		(2.40	)		(2.27	)		(2.16	)		(.25	)


Net asset value, end of period	$	26.28		$	20.02		$	36.27		$	36.49		$	33.16


Total Return, at Net Asset Value²		39.36	%		(40.33	)%		6.08	%		17.36	%		14.06	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	980,485		$	772,107		$	1,300,989		$	983,558		$	557,284

Average net assets (in thousands)	$	830,887		$	1,051,239		$	1,180,656		$	750,499		$	413,849

Ratios to average net assets:³
Net investment income		1.23	%		1.70	%		0.91	%		0.98	%		0.79	%
Total expenses		1.00	%⁴		0.90	%⁴		0.89	%⁴		0.91	%⁴		0.92	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.00	%		0.90	%		0.89	%		0.91	%		0.92	%

Portfolio turnover rate		11	%		19	%		18	%		21	%		35	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	1.00	%
Year Ended December 31, 2008	0.90	%
Year Ended December 31, 2007	0.89	%
Year Ended December 31, 2006	0.91	%

See accompanying Notes to Financial Statements.

F9 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

FINANCIAL HIGHLIGHTS Continued


Class 3 Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	20.34		$	36.82		$	36.99		$	33.55		$	29.65

Income (loss) from investment operations:
Net investment income¹		.33			.56			.45			.43			.32
Net realized and unrealized gain (loss)		6.98			(14.56	)		1.71			5.23			3.88

Total from investment operations		7.31			(14.00	)		2.16			5.66			4.20

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.50	)		(.46	)		(.50	)		(.36	)		(.30	)
Distributions from net realized gain		(.48	)		(2.02	)		(1.83	)		(1.86	)		—

Total dividends and/or distributions to shareholders		(.98	)		(2.48	)		(2.33	)		(2.22	)		(.30	)


Net asset value, end of period	$	26.67		$	20.34		$	36.82		$	36.99		$	33.55


Total Return, at Net Asset Value²		39.70	%		(40.19	)%		6.34	%		17.69	%		14.34	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	206,356		$	175,971		$	361,621		$	395,901		$	346,064

Average net assets (in thousands)	$	182,553		$	269,650		$	391,270		$	369,406		$	296,252

Ratios to average net assets:³
Net investment income		1.49	%		1.95	%		1.22	%		1.26	%		1.06	%
Total expenses		0.75	%⁴		0.65	%⁴		0.65	%⁴		0.66	%⁴		0.67	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.75	%		0.65	%		0.65	%		0.66	%		0.67	%

Portfolio turnover rate		11	%		19	%		18	%		21	%		35	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	0.75	%
Year Ended December 31, 2008	0.65	%
Year Ended December 31, 2007	0.65	%
Year Ended December 31, 2006	0.66	%

See accompanying Notes to Financial Statements.

F10 | OPPENHEIMER GLOBAL SECURITIES FUND/VA


Class 4 Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	20.03		$	36.28		$	36.49		$	33.15		$	29.35

Income (loss) from investment operations:
Net investment income¹		.27			.47			.34			.34			.24
Net realized and unrealized gain (loss)		6.92			(14.34	)		1.70			5.16			3.84

Total from investment operations		7.19			(13.87	)		2.04			5.50			4.08

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.42	)		(.36	)		(.42	)		(.30	)		(.28	)
Distributions from net realized gain		(.48	)		(2.02	)		(1.83	)		(1.86	)		—

Total dividends and/or distributions to shareholders		(.90	)		(2.38	)		(2.25	)		(2.16	)		(.28	)


Net asset value, end of period	$	26.32		$	20.03		$	36.28		$	36.49		$	33.15


Total Return, at Net Asset Value²		39.38	%		(40.35	)%		6.06	%		17.40	%		14.05	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	78,043		$	63,099		$	123,542		$	114,232		$	90,604

Average net assets (in thousands)	$	66,965		$	93,909		$	122,385		$	100,973		$	61,380

Ratios to average net assets:³
Net investment income		1.22	%		1.69	%		0.93	%		1.00	%		0.79	%
Total expenses		1.00	%⁴		0.91	%⁴		0.90	%⁴		0.91	%⁴		0.93	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.00	%		0.91	%		0.90	%		0.91	%		0.93	%

Portfolio turnover rate		11	%		19	%		18	%		21	%		35	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	1.00	%
Year Ended December 31, 2008	0.91	%
Year Ended December 31, 2007	0.90	%
Year Ended December 31, 2006	0.91	%

See accompanying Notes to Financial Statements.

F11 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Global Securities Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek long-term capital appreciation by investing a substantial portion of its assets in securities of foreign issuers, “growth-type” companies, cyclical industries and special situations that are considered to have appreciation possibilities. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The Fund offers Non-Service, Service, Class 3 and Class 4 shares. All 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 being designated as Service shares and Class 4 shares are 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 due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. The Fund assesses a 1% fee on the proceeds of Class 3 and Class 4 shares that are redeemed (either by selling or exchanging to another Oppenheimer fund or other investment option offered through your variable life insurance or variable annuity contract) within 60 days of their purchase. The fee, which is retained by the Fund, is accounted for as an addition to paid-in capital.

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

F12 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

In the absence of a readily available unadjusted quoted market price, including for 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 the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

There have been no significant changes to the fair valuation methodologies during the period.

Investments in OFI Liquid Assets Fund, LLC. The Fund is permitted to invest cash collateral received in connection with its securities lending activities. Pursuant to the Fund’s Securities Lending Procedures, the Fund may invest cash collateral in, among other investments, an affiliated money market fund. OFI Liquid Assets Fund, LLC (“LAF”) is a limited liability company whose investment objective is to seek current income and stability of principal. The Manager is also the investment adviser of LAF. LAF is not registered under the Investment Company Act of 1940. However, LAF does comply with the investment restrictions applicable to registered money market funds set forth in Rule 2a-7 adopted under the Investment Company Act. When applicable, the Fund’s investment in LAF is included in the Statement of Investments. Shares of LAF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of LAF’s expenses, including its management fee of 0.08%.

F13 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Net Unrealized

Appreciation

Based on Cost of

Undistributed

Accumulated

Securities and Other

Net Investment

Long-Term

Loss

Investments for Federal

Income

Gain

Carryforward^1,2,3,4

Income Tax Purposes

$34,903,868

—

79,276,953

354,165,473


1.		As of December 31, 2009, the Fund had $79,199,153 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, 2009, details of the capital loss carryforward(s) were as follows:


Expiring

2017	$	79,199,153


2.		The Fund had $77,800 of post-October foreign currency losses which were deferred.

3.		During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

4.		During the fiscal year ended December 31, 2008, the Fund did not utilize any capital loss carryforward.

Accordingly, the following amounts have been reclassified for December 31, 2009. Net assets of the Fund were unaffected by the reclassifications.


Increase	Increase to
to Accumulated	Accumulated Net
Net Investment	Realized Loss
Income	on Investments

$197,270	$	197,270

F14 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

The tax character of distributions paid during the years ended December 31, 2009 and December 31, 2008 was as follows:


	Year Ended		Year Ended
	December 31, 2009		December 31, 2008
Distributions paid from:
Ordinary income	$	49,392,293	$	52,262,946
Long-term capital gain		49,781,773		208,239,879

Total	$	99,174,066	$	260,502,825


Federal tax cost of securities	$	2,274,717,303


Gross unrealized appreciation	$	563,157,124
Gross unrealized depreciation		(208,991,651	)

Net unrealized appreciation	$	354,165,473

Certain foreign countries impose a tax on capital gains which is accrued by the Fund based on unrealized appreciation, if any, on affected securities. The tax is paid when the gain is realized.

F15 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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.

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, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Non-Service Shares
Sold		4,700,539		$	96,201,259			9,646,046		$	259,758,983
Dividends and/or distributions reinvested		3,644,841			54,308,127			4,840,813			144,062,587
Redeemed		(13,740,529	)		(291,445,852	)		(17,521,140	)		(482,019,498	)

Net decrease		(5,395,149	)	$	(140,936,466	)		(3,034,281	)	$	(78,197,928	)


Service Shares
Sold		2,545,715		$	56,464,839			6,325,047		$	162,252,325
Dividends and/or distributions reinvested		2,301,703			34,088,222			2,887,346			85,263,322
Redeemed		(6,110,959	)		(128,080,877	)		(6,514,971	)		(176,139,911	)

Net increase (decrease)		(1,263,541	)	$	(37,527,816	)		2,697,422		$	71,375,736


Class 3 Shares
Sold		250,961		$	5,397,159			277,654		$	8,012,360
Dividends and/or distributions reinvested		538,120			8,077,181			780,370			23,372,096
Redeemed		(1,702,099	)		(36,428,658	)¹		(2,229,618	)		(62,225,556	)²

Net decrease		(913,018	)	$	(22,954,318	)		(1,171,594	)	$	(30,841,100	)


Class 4 Shares
Sold		131,734		$	2,846,292			101,469		$	2,904,870
Dividends and/or distributions reinvested		181,977			2,700,534			264,033			7,804,820
Redeemed		(497,765	)		(10,213,219	)¹		(621,183	)		(16,982,546	)²

Net decrease		(184,054	)	$	(4,666,393	)		(255,681	)	$	(6,272,856	)


1.		Net of redemption fees of $5,426 and $4,411 for Class 3 and Class 4, respectively.

2.		Net of redemption fees of $7,921 and $5,109 for Class 3 and Class 4, respectively.

F16 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF and LAF, for the year ended December 31, 2009, were as follows:


	Purchases		Sales

Investment securities		$258,561,763		$528,944,568

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Over $800 million	0.60

Distribution and Service Plan for Service Shares and Class 4 Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares and Class 4 shares to pay OppenheimerFunds Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares and Class 4 shares. Under the Plan, payments are made periodically at an annual rate of up to 0.25% of the daily net assets of Service shares and Class 4 shares of the Fund. The Distributor currently uses all of those fees to compensate sponsor(s) of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners that hold Service shares and Class 4 shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares and Class 4 shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Waivers and Reimbursements of Expenses. Effective May 1, 2009, the Manager has voluntarily undertaken to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets will not exceed the annual rate of 1.00% for Non-Service and Class 3 shares and 1.25% for Service and Class 4 shares. This voluntary undertaking may be amended or withdrawn at any time.

Prior to May 1, 2009, OFS had voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

5. Foreign Currency Exchange Contracts

The Fund may enter into current and forward foreign currency exchange contracts for the purchase or sale of a foreign currency at a negotiated rate at a future date.

F17 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Foreign Currency Exchange Contracts Continued

the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.

As of December 31, 2009, the Fund held no outstanding forward contracts.

6. Securities Lending

As of December 31, 2009, the Fund had no securities on loan.

7. Subsequent Events Evaluation

8. Pending Litigation

F18 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

F19 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Global Securities Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer Global Securities Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Global Securities Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp
Denver, Colorado
February 16, 2010

F20 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2010, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2009. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

Capital gain distributions of $0.4797 per share were paid to Non-Service, Service, Class 3 and Class 4 shareholders, respectively, on March 9, 2009. Whether received in stock or in cash, the capital gain distribution should be treated by shareholders as a gain from the sale of the capital assets held for more than one year (long-term capital gains).

Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2009 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 31% to arrive at the amount eligible for the corporate dividend-received deduction.

The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis. The maximum amount allowable but not less than $3,397,616 of foreign income taxes were paid by the Fund during the fiscal year ended December 31, 2009. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes.

Gross income of the maximum amount allowable but not less than $30,874,965 was derived from sources within foreign countries or possessions of the United States.

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.

11 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Rajeev Bhaman, the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

12 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other global growth funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s actual management fees and total expenses were lower than its expense group median. The Board also noted that, effective May 1, 2009, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, will not exceed 1.00% for Non-Service and Class 3 shares and 1.25% for Service and Class 4 shares. This voluntary undertaking may be amended or withdrawn at any time.

13 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

14 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Funds, Length of Service, Age		the Funds Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following:
		UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 1999) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999);President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 1999) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000–June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1990) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1996) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

15 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Funds, Length of Service, Age		the Funds Complex Currently Overseen

Robert J. Malone, Trustee (since 2002) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2000) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B.(formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President(January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006)of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009)of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and is an officer of 94 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Bhaman, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Rajeev Bhaman, Vice President and Portfolio Manager (since 2004) Age: 46		Senior Vice President of the Manager (since May 2006); Vice President of the Manager (January 1997-May 2006). A portfolio manager and officer of 2 portfolios in the OppenheimerFunds complex.

16 | OPPENHEIMER GLOBAL SECURITIES FUND/VA


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Funds, Length of Service, Age		the Funds Complex Currently Overseen

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc.,Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008),OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

17 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

OPPENHEIMER HIGH INCOME FUND/VA

Fund Objective. The Fund seeks a high level of current income by investing mainly in a diversified portfolio of high-yield, lower-grade, fixed-income securities that the Fund’s investment manager, OppenheimerFunds, Inc., believes does not involve undue risk.

Portfolio Manager: Joseph Welsh¹

Average Annual Total Returns
For the Periods Ended 12/31/09

1-Year

5-Year

10-Year

Non-Service Shares

25.32

–21.46

–9.06

Since Inception

1-Year

5-Year

(9/18/01)

Service Shares

25.95

–21.44

–10.51

Since Inception

1-Year

5-Year

(5/1/07)

Class 3

26.75

N/A

–39.79

Class 4

26.42

N/A

–39.60

Expense Ratios
For the Fiscal Year Ended 12/31/09


	Gross Expense		Net Expense
	Ratios		Ratios

Non-Service Shares	0.96	%	0.59	%
Service Shares	1.23		0.82
Class 3 Shares	0.99		0.55
Class 4 Shares	1.21		0.82


1.		Effective April, 2009.

Credit Allocation


AAA	1.5	%
A	0.2
BBB	0.9
BB	27.7
B	46.1
CCC	21.9
CC	0.2
D	0.3
Not Rated	1.2

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on the total market value of investments. Securities rated by any rating organization are included in the equivalent Standard & Poor’s rating category. Average credit quality and allocation include rated securities and those not rated by a national rating organization but which the ratings given above have been assigned by the Manager for internal purposes as being comparable, in the Manager’s judgment, to securities rated by a rating agency in the same category.

Corporate Bonds & Notes—Top Ten Industries


Oil, Gas & Consumable Fuels	12.5	%
Media	8.1
Hotels, Restaurants & Leisure	6.5
Health Care Providers & Services	5.4
Wireless Telecommunication Services	4.6
Containers & Packaging	4.1
Food Products	3.6
Diversified Telecommunication Services	3.5
Energy Traders	3.4
Chemicals	3.2

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on net assets.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

2 | OPPENHEIMER HIGH INCOME FUND/VA

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. For the twelve-month period ended December 31, 2009, Oppenheimer High Income Fund/VA’s Non-Service shares returned 25.32%, underperforming the BofA Merrill Lynch High Yield Master Index (the “Index”), which returned 56.28%. The Fund’s underperformance versus the Index was most pronounced in the first quarter of 2009, during a period of significant upheaval in the credit markets. Fund performance declined in the first quarter primarily due to the portfolio’s exposure to commercial mortgage-backed securities (CMBS), swaps and other derivative instruments, and investment-grade credit comprised mainly of financial names, as these investments underperformed in a difficult market environment. After a portfolio management change in April 2009, the Fund’s performance improved and was much more in line with that of the Index.

Economic activity in the U.S. further stabilized as the reporting period progressed, with many important sectors of the economy demonstrating marked improvements over the depressed levels reached earlier in 2009. For the first time since the second quarter of 2008, U.S. Gross Domestic Product (“GDP”) growth was once again positive in the third quarter of 2009, increasing at a modest rate. The initial estimates for 2009 fourth quarter GDP signaled a faster rate of growth for the economy heading into 2010. Credit conditions continued to become less oppressive, national home prices posted their first quarterly gains in three years, and consumer spending gained, driven in part by government subsidies in the automobile sector and government programs aimed at supporting the housing market. Talk of a “v-shaped” recovery in the U.S. gained traction later in the reporting period as key national manufacturing and industrial production reports rose to levels consistent with a growth cycle that would outpace the recoveries following the past two recessions.

Despite the welcomed optimism and renewed risk appetite from investors, economic data still remained mixed. The growth of the roughly 30% of the economy that isn’t directly consumer-related-including government spending and trade-outstripped the roughly 70% that is. The consumer continued to face headwinds with employment further contracting throughout the period, albeit at a much slower pace at period end. Unemployment figures continued to be troubling and hovered at around 10% in the U.S. and housing market data continued to show fits and starts in moving towards a recovery for the housing sector. Consumer confidence bounced off record lows but remained well below historical averages. Given the perceived fragility of the economic recovery, the Fed consistently maintained its low target for short-term interest rates through the reporting period’s end.

After a weak first quarter, the high yield market’s performance was particularly strong in the second and third quarters of 2009. The yield spread between high yield corporate bonds and U.S. Treasuries, one measure of the risk premium in the market, fell significantly. An increased appetite for risk was further illustrated within high yield over the second half of the year, as bonds rated CCC outperformed those rated BB by almost threefold in the third quarter. In the fourth quarter, CCC bonds outperformed those rated BB by roughly twofold as the rally in the high yield market continued, albeit at a slower pace.

The bullish sentiment behind this rally was mainly supported by two factors: improving economic data and robust investor demand for the large quantities of new supply being issued by companies. Continued strength in new issuance was evident as approximately $52 billion was brought to market in the third quarter alone, nearly matching the number for all of 2008.

The Fund’s improved performance, particularly in the last half of the reporting period, was primarily driven by successful security selection in the chemicals sector as well as overweights to food/beverage/tobacco and broadcasting/cable, which were among the top performing areas for the Index in the latter half of 2009. In terms of the relative underperformance for the year, in addition to the factors described above regarding CMBS, derivative instruments and investment grade credit underperforming in the first quarter, performance lagged due to a significant cash position held in the first half of 2009, as the new portfolio manager repositioned the Fund to once again become fully invested.

At period end, the Fund’s largest overweights relative to the Index were in the areas of food/beverage/tobacco, aerospace and broadcasting/cable, based on our belief that these industries continue to offer attractive valuations. The Fund’s most significant underweights at period end were in the areas of financials, housing and retail as we suspect they could continue to struggle due to pressures on the constrained consumer.

3 | OPPENHEIMER HIGH INCOME FUND/VA

FUND PERFORMANCE DISCUSSION

Despite the high yield rally in 2009, we remain cautious. While economic data continues to improve, high unemployment and eventual lessening of government support programs may hinder growth. As a result, we continue to believe that opportunities in 2010 may be achieved more through specific credit selection. This type of environment should play well to the Fund’s fundamental, value-oriented process, which evaluates market opportunities on a security-by-security basis.

As a reminder, as of April 2009, Joseph Welsh was named portfolio manager, and is responsible for the day-to-day management of the Fund. Mr. Welsh also leads the High Yield Corporate Debt team, which was created the same month. The team focuses on a fundamental, security-by-security/value-oriented analysis and has fully repositioned the Fund’s holdings to reflect the team’s investment philosophy and market views.

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, 2009. 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 September 18, 2001. In the case of Class 3 and Class 4 shares, performance is measured from inception of the Class on May 1, 2007. 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 BofA Merrill Lynch High Yield Master Index, an unmanaged index of U.S. corporate and government bonds that is a measure of the performance of the high-yield corporate bond market. The index performance includes reinvestment of income but does not reflect transaction fees or expenses. 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.

4 | OPPENHEIMER HIGH INCOME FUND/VA

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	July 1, 2009		December 31, 2009		December 31, 2009

Actual
Non-Service shares	$	1,000.00	$	1,178.60	$	2.69
Service shares		1,000.00		1,191.60		4.09
Class 3		1,000.00		1,191.60		2.71
Class 4		1,000.00		1,189.40		4.20

Hypothetical (5% return before expenses)
Non-Service shares		1,000.00		1,022.74		2.50
Service shares		1,000.00		1,021.48		3.78
Class 3		1,000.00		1,022.74		2.50
Class 4		1,000.00		1,021.37		3.88


Class	Expense Ratios
\|
Non-Service shares		0.49	%
Service shares		0.74
Class 3		0.49
Class 4		0.76

The expense ratios reflect reduction to custodian expenses and voluntary waivers or reimbursements of expenses by the Fund’s Manager that can be terminated at any time, without advance notice. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

7 | OPPENHEIMER HIGH INCOME FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Principal
	Amount		Value

Corporate Bonds and Notes—94.2%
Consumer Discretionary—23.5%
Auto Components—1.4%
Allison Transmission, Inc., 11% Sr. Nts., 11/1/15¹	$	1,045,000	$	1,102,475
American Axle & Manufacturing Holdings, Inc., 9.25% Sr. Sec. Nts., 1/15/17¹		690,000		703,800
Goodyear Tire & Rubber Co. (The), 9% Sr. Unsec. Nts., 7/1/15		255,000		266,475

				2,072,750

Automobiles—2.0%
Case New Holland, Inc., 7.125% Sr. Unsec. Nts., 3/1/14		815,000		831,300
Ford Motor Co., 7.45% Bonds, 7/16/31		1,130,000		1,004,288
Ford Motor Credit Co. LLC:
7.50% Sr. Unsec. Unsub. Nts., 8/1/12		580,000		585,243
8.125% Sr. Unsec. Nts., 1/15/20		485,000		477,412

				2,898,243

Diversified Consumer Services—0.7%
Service Corp. International:
6.75% Sr. Unsec. Nts., 4/1/15		285,000		280,725
7% Sr. Unsec. Unsub. Nts., 6/15/17		340,000		331,500
StoneMor Operating LLC/Cornerstone Family Service of West Virginia, Inc./Osiris Holdings of Maryland Subsidiary, Inc., 10.25% Sr. Nts., 12/1/17¹		340,000		347,650

				959,875

Hotels, Restaurants & Leisure—6.5%
CCM Merger, Inc., 8% Unsec. Nts., 8/1/13¹		410,000		334,663
Greektown Holdings, Inc., 10.75% Sr. Nts., 12/1/13^1,2		1,155,000		180,469
Harrah’s Operating Co., Inc., 10% Sr. Sec. Nts., 12/15/18¹		1,393,000		1,124,848
Harrah’s Operating Escrow LLC/Harrah’s Escrow Group, 11.25% Sr. Sec. Nts., 6/1/17¹		380,000		399,475
Isle of Capri Casinos, Inc., 7% Sr. Unsec. Sub. Nts., 3/1/14		685,000		613,075
Landry’s Restaurant, Inc., 11.625% Sr. Sec. Nts., 12/1/15¹		455,000		484,575
Las Vegas Sands Corp., 6.375% Sr. Unsec. Nts., 2/15/15		415,000		369,350
Mashantucket Pequot Tribe, 8.50% Bonds, Series A, 11/15/15^1,2		1,655,000		413,750
MGM Mirage, Inc.:
6.75% Sr. Unsec. Nts., 4/1/13		375,000		325,313
8.50% Sr. Unsec. Nts., 9/15/10		200,000		200,000
Mohegan Tribal Gaming Authority:
6.125% Sr. Unsec. Sub. Nts., 2/15/13		390,000		314,438
11.50% Sr. Sec. Nts., 11/1/17¹		125,000		128,125
Park Place Entertainment Corp., 7.875% Sr. Sub. Nts., 3/15/10		685,000		685,000
Peninsula Gaming LLC:
8.375% Sr. Sec. Nts., 8/15/15¹		110,000		110,275
10.75% Sr. Unsec. Nts., 8/15/17¹		280,000		282,800
Pinnacle Entertainment, Inc.:
8.25% Sr. Unsec. Sub. Nts., 3/15/12		391,000		392,955
8.625% Sr. Nts., 8/1/17¹		110,000		112,750
Pokagon Gaming Authority, 10.375% Sr. Nts., 6/15/14¹		425,000		444,125
Station Casinos, Inc., 6.50% Sr. Unsec. Sub. Nts., 2/1/14²		2,595,000		25,950
Travelport LLC, 11.875% Sr. Unsec. Sub. Nts., 9/1/16		750,000		798,750
Wendy’s/Arby’s Restaurants LLC, 10% Sr. Unsec. Unsub. Nts., 7/15/16¹		750,000		821,250
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 6.625% Nts., 12/1/14		805,000		781,856

				9,343,792

Household Durables—1.6%
Beazer Homes USA, Inc.:
8.375% Sr. Nts., 4/15/12		125,000		118,125
8.625% Sr. Unsec. Nts., 5/15/11		260,000		254,800
Jarden Corp., 7.50% Sr. Unsec. Sub. Nts., 5/1/17		805,000		807,013
K. Hovnanian Enterprises, Inc.:
7.75% Sr. Unsec. Sub. Nts., 5/15/13		285,000		218,025
8.875% Sr. Sub. Nts., 4/1/12		705,000		595,725
Lennar Corp., 12.25% Sr. Unsec. Unsub. Nts., 6/1/17³		210,000		254,100

				2,247,788

Internet & Catalog Retail—0.1%
NetFlix, Inc., 8.50% Sr. Unsec. Nts., 11/15/17¹		180,000		187,650
Leisure Equipment & Products—0.4%
Colt Defense LLC, 8.75% Sr. Unsec. Nts., 11/15/17¹		500,000		518,750
Easton-Bell Sports, Inc., 9.75% Sr. Sec. Nts., 12/1/16¹		90,000		93,713

				612,463

F1 | OPPENHEIMER HIGH INCOME FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Media—8.1%
Allbritton Communications Co., 7.75% Sr. Unsec. Sub. Nts., 12/15/12	$	780,000	$	771,225
AMC Entertainment, Inc., 8% Sr. Unsec. Sub. Nts., 3/1/14		678,000		650,880
American Media Operations, Inc.:
9% Sr. Unsec. Nts., 5/1/13^1,4		1,853		1,195
12.02% Sr. Sub. Nts., 11/1/13^1,4		1,739,262		1,121,824
Belo Corp., 7.75% Sr. Unsec. Unsub. Debs., 6/1/27		550,000		442,750
Cequel Communications Holdings I LLC, 8.625% Sr. Unsec. Nts., 11/15/17¹		455,000		461,825
Charter Communications, Inc., 13.50% Sr. Nts., 11/30/16		443,694		524,668
Clear Channel Worldwide Holdings, Inc.:
9.25% Sr. Nts., 12/15/17¹		155,000		160,425
9.25% Sr. Unsec. Nts., 12/15/17¹		40,000		41,000
Lin Television Corp., 6.50% Sr. Sub. Nts., 5/15/13		1,540,000		1,493,800
Marquee Holdings, Inc., 9.505% Sr. Nts., 8/15/14⁵		310,000		259,238
Mediacom LLC/Mediacom Capital Corp., 9.125% Sr. Nts., 8/15/19¹		650,000		666,250
MediaNews Group, Inc.:
6.375% Sr. Sub. Nts., 4/1/14^2,3		1,460,000		3,796
6.875% Sr. Unsec. Sub. Nts., 10/1/13^2,3		2,510,000		6,526
NTL Cable plc, 9.125% Sr. Nts., 8/15/16		395,000		418,206
Radio One, Inc., 6.375% Sr. Unsec. Sub. Nts., 2/15/13		140,000		103,425
Reynolds Group, 7.75% Sr. Sec. Nts., 10/15/16¹		585,000		601,088
Salem Communications Corp., 9.625% Sr. Sec. Nts., 12/15/16¹		185,000		194,713
Sinclair Broadcast Group, Inc., 8% Sr. Unsec. Sub. Nts., 3/15/12		1,240,000		1,215,200
Sinclair Television Group, Inc., 9.25% Sr. Sec. Nts., 11/1/17¹		125,000		130,625
TL Acquisitions, Inc., 10.50% Sr. Nts., 1/15/15¹		695,000		668,069
Valassis Communications, Inc., 8.25% Sr. Unsec. Unsub. Nts., 3/1/15		840,000		842,100
Virgin Media Finance plc, 8.75% Sr. Unsec. Nts., 4/15/14		45,000		46,688
Warner Music Group Corp., 7.375% Sr. Sub. Bonds, 4/15/14		845,000		820,706

				11,646,222

Multiline Retail—0.5%
Bon-Ton Stores, Inc. (The), 10.25% Sr. Unsec. Unsub. Nts., 3/15/14		710,000		658,525
Specialty Retail—1.7%
Burlington Coat Factory Warehouse Corp., 11.125% Sr. Unsec. Nts., 4/15/14		640,000		664,000
Leslie’s Poolmart, Inc., 7.75% Sr. Unsec. Nts., 2/1/13		515,000		520,150
Michaels Stores, Inc., 10% Sr. Unsec. Unsub. Nts., 11/1/14		1,000,000		1,040,000
Sally Holdings LLC, 10.50% Sr. Unsec. Sub. Nts., 11/15/16		230,000		248,400

				2,472,550

Textiles, Apparel & Luxury Goods—0.5%
Levi Strauss & Co., 9.75% Sr. Unsec. Unsub. Nts., 1/15/15		685,000		722,675
Consumer Staples—6.4%
Beverages—0.4%
Cott Beverages, Inc., 8.375% Sr. Nts., 11/15/17¹		525,000		543,375
Food & Staples Retailing—1.9%
Albertson’s, Inc., 8% Sr. Unsec. Debs., 5/1/31		1,160,000		1,058,500
Real Time Data Co., 11% Nts., 5/31/09^2,3,4,6		476,601		—
Rite Aid Corp.:
7.50% Sr. Sec. Nts., 3/1/17		1,120,000		1,058,400
9.50% Sr. Unsec. Unsub. Nts., 6/15/17		405,000		354,375
Pantry, Inc. (The), 7.75% Sr. Unsec. Sub. Nts., 2/15/14		355,000		342,575

				2,813,850

Food Products—3.6%
ASG Consolidated LLC/Finance, Inc., 11.50% Sr. Unsec. Nts., 11/1/11		1,025,000		1,032,688
Bumble Bee Foods LLC, 7.75% Sr. Sec. Nts., 12/15/15¹		240,000		241,200
Chiquita Brands International, Inc.:
7.50% Sr. Unsec. Nts., 11/1/14		265,000		263,675
8.875% Sr. Unsec. Unsub. Nts., 12/1/15		560,000		574,000
Dean Foods Co., 7% Sr. Unsec. Unsub. Nts., 6/1/16		565,000		556,525
JBS USA LLC/JBS USA Finance, Inc., 11.625% Sr. Nts., 5/1/14³		590,000		671,125
Pinnacle Foods Finance LLC, 9.25% Sr. Unsec. Nts., 4/1/15¹		195,000		198,900
Pinnacle Foods Finance LLC/ Pinnacle Foods Finance Corp., 10.625% Sr. Sub. Nts., 4/1/17		1,210,000		1,264,450
Smithfield Foods, Inc., 7% Sr. Nts., 8/1/11		360,000		360,900

				5,163,463

F2 | OPPENHEIMER HIGH INCOME FUND/VA


	Principal
	Amount		Value

Personal Products—0.5%
Elizabeth Arden, Inc., 7.75% Sr. Unsec. Sub. Nts., 1/15/14	$	545,000	$	539,550
Revlon Consumer Products Corp., 9.75% Sr. Sec. Nts., 11/15/15¹		185,000		191,938

				731,488

Energy—13.8%
Energy Equipment & Services—1.3%
Helix Energy Solutions Group, Inc., 9.50% Sr. Unsec. Nts., 1/15/16¹		830,000		854,900
Key Energy Services, Inc., 8.375% Sr. Unsec. Nts., 12/1/14		670,000		675,025
North American Energy Alliance LLC, 10.875% Sr. Sec. Nts., 6/1/16¹		380,000		405,650

				1,935,575

Oil, Gas & Consumable Fuels—12.5%
Alon Refining Krotz Springs, Inc., 13.50% Sr. Sec. Nts., 10/15/14¹		730,000		684,375
Antero Resources Finance Corp., 9.375% Sr. Nts., 12/7/17¹		390,000		399,750
Arch Coal, Inc., 8.75% Sr. Nts., 8/1/16¹		960,000		1,020,000
Atlas Energy Resources LLC, 10.75% Sr. Unsec. Nts., 2/1/18		1,120,000		1,243,200
Atlas Pipeline Partners LP, 8.125% Sr. Unsec. Nts., 12/15/15		555,000		493,950
Berry Petroleum Co.:
8.25% Sr. Sub. Nts., 11/1/16		470,000		465,300
10.25% Sr. Unsec. Nts., 6/1/14		620,000		677,350
Bill Barrett Corp., 9.875% Sr. Nts., 7/15/16		585,000		625,950
Chesapeake Energy Corp., 6.875% Sr. Unsec. Nts., 1/15/16		320,000		321,600
Cimarex Energy Co., 7.125% Sr. Nts., 5/1/17		300,000		304,500
Cloud Peak Energy Resources LLC, 8.25% Sr. Unsec. Nts., 12/15/17¹		695,000		698,475
Concho Resources, Inc., 8.625% Sr. Unsec. Nts., 10/1/17		480,000		506,400
Continental Resources, Inc., 8.25% Sr. Unsec. Nts., 10/1/19¹		285,000		300,675
Denbury Resources, Inc., 7.50% Sr. Sub. Nts., 12/15/15		280,000		280,700
Enterprise Products Operating LLP, 8.375% Jr. Sub. Nts., 8/1/66⁵		1,140,000		1,112,876
Forest Oil Corp.:
7.25% Sr. Unsec. Nts., 6/15/19¹		440,000		436,700
8.50% Sr. Nts., 2/15/14¹		955,000		1,002,750
Mariner Energy, Inc., 11.75% Sr. Unsec. Nts., 6/30/16		555,000		621,600
Murray Energy Corp., 10.25% Sr. Sec. Nts., 10/15/15¹		640,000		640,000
OPTI Canada, Inc., 9% Sr. Sec. Nts., 12/15/12¹		320,000		328,800
Petrohawk Energy Corp., 10.50% Sr. Unsec. Nts., 8/1/14		520,000		570,700
Plains Exploration & Production Co., 10% Sr. Unsec. Nts., 3/1/16		1,005,000		1,105,500
Quicksilver Resources, Inc.:
8.25% Sr. Unsec. Nts., 8/1/15		735,000		757,050
11.75% Sr. Nts., 1/1/16		615,000		701,100
SandRidge Energy, Inc.:
8.75% Sr. Nts., 1/15/20¹		560,000		562,800
9.875% Sr. Unsec. Nts., 5/15/16¹		795,000		840,713
Southwestern Energy Co., 7.50% Sr. Nts., 2/1/18		485,000		516,525
Western Refining, Inc., 11.25% Sr. Sec. Nts., 6/15/17¹		740,000		673,400

				17,892,739

Financials—1.8%
Capital Markets—0.2%
RailAmerica, Inc., 9.25% Sr. Sec. Nts., 7/1/17		257,000		274,669
Diversified Financial Services—1.1%
GMAC LLC, 8% Sr. Unsec. Unsub. Nts., 11/1/31¹		1,590,000		1,446,900
Universal City Development Partners Ltd., 8.875% Sr. Nts., 11/15/15¹		155,000		152,481

				1,599,381

Insurance—0.3%
Multiplan, Inc., 10.375% Sr. Sub. Nts., 4/15/16³		400,000		392,000
Real Estate Investment Trusts—0.2%
DuPont Fabros Technology LP, 8.50% Sr. Unsec. Nts., 12/15/17¹		340,000		347,225
Health Care—7.3%
Health Care Equipment & Supplies—1.4%
Biomet, Inc., 10.375% Sr. Unsec. Nts., 10/15/17⁴		1,210,000		1,318,900
Inverness Medical Innovations, Inc., 7.875% Sr. Nts., 2/1/16¹		385,000		379,225
Universal Hospital Services, Inc., 8.50% Sr. Sec. Nts., 6/1/15⁴		350,000		346,500

				2,044,625

Health Care Providers & Services—5.4%
Apria Healthcare Group, Inc., 12.375% Sr. Sec. Nts., 11/1/14¹		335,000		370,175
Catalent Pharma Solutions, Inc., 9.50% Sr. Unsec. Nts., 4/15/15⁴		431,012		391,143

F3 | OPPENHEIMER HIGH INCOME FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Health Care Providers & Services Continued
Community Health Systems, Inc., 8.875% Sr. Unsec. Nts., 7/15/15	$	1,005,000	$	1,042,688
HCA, Inc., 6.375% Nts., 1/15/15		925,000		877,594
HEALTHSOUTH Corp., 10.75% Sr. Unsec. Nts., 6/15/16		565,000		617,263
Rural/Metro Corp., 0%/12.75% Sr. Unsec. Nts., 3/15/16^3,7		680,000		690,200
Select Medical Corp., 7.625% Sr. Unsec. Sub. Nts., 2/1/15		1,520,000		1,482,000
Tenet Healthcare Corp., 7.375% Nts., 2/1/13		365,000		367,738
US Oncology Holdings, Inc., 6.428% Sr. Unsec. Nts., 3/15/12^4,5		601,000		564,940
US Oncology, Inc., 9.125% Sr. Sec. Nts., 8/15/17		320,000		337,600
Vanguard Health Holding Co. I LLC, 0%/11.25% Sr. Nts., 10/1/15⁷		895,000		946,463

				7,687,804

Pharmaceuticals—0.5%
DJO Finance LLC/DJO Finance Corp., 10.875% Sr. Unsec. Nts., 11/15/14		715,000		757,900
Industrials—11.6%
Aerospace & Defense—1.9%
BE Aerospace, Inc., 8.50% Sr. Unsec. Nts., 7/1/18		1,095,000		1,163,438
Hawker Beechcraft Acquisition Co. LLC, 8.50% Sr. Unsec. Nts., 4/1/15		150,000		106,500
TransDigm, Inc., 7.75% Nts., 7/15/14¹		625,000		637,500
Vought Aircraft Industries, Inc., 8% Sr. Nts., 7/15/11		910,000		902,038

				2,809,476

Airlines—2.5%
American Airlines Pass Through Trust 2001-2, 7.858% Pass-Through Certificates, Series 2001-2, Cl. A-2, 10/1/11³		255,000		255,000
American Airlines Pass Through Trust 2009-1A, 10.375% Pass-Through Certificates, Series 2009-1A, 7/2/19		225,000		248,625
American Airlines, Inc., 10.50% Sr. Sec. Nts., 10/15/12¹		840,000		882,000
Delta Air Lines, Inc.:
9.50% Sr. Sec. Nts., 9/15/14¹		185,000		193,094
12.25% Sr. Sec. Nts., 3/15/15¹		1,205,000		1,211,025
United Air Lines, Inc., 10.40% Sr. Sec. Nts., 11/1/16³		730,000		769,238

				3,558,982

Building Products—0.7%
AMH Holdings, Inc., 11.25% Sr. Unsec. Nts., 3/1/14		200,000		194,000
Goodman Global Group, Inc., 11.841% Sr. Nts., 12/15/14^1,8		820,000		469,450
USG Corp., 9.75% Sr. Unsec. Nts., 8/1/14¹		335,000		359,288

				1,022,738

Commercial Services & Supplies—2.2%
Acco Brands Corp., 10.625% Sr. Sec. Nts., 3/15/15¹		270,000		298,350
American Pad & Paper Co., 13% Sr. Sub. Nts., Series B, 11/15/05^2,3,6		200,000		—
Aramark Services, Inc., 8.50% Sr. Unsec. Nts., 2/1/15		470,000		486,450
Corrections Corp. of America, 7.75% Sr. Nts., 6/1/17		535,000		553,725
Iron Mountain, Inc., 7.75% Sr. Sub. Nts., 1/15/15		405,000		409,050
West Corp., 9.50% Sr. Unsec. Nts., 10/15/14		1,360,000		1,387,200

				3,134,775

Machinery—1.2%
Manitowoc Co., Inc. (The), 7.125% Sr. Nts., 11/1/13		870,000		822,150
Terex Corp., 8% Sr. Unsec. Sub. Nts., 11/15/17		940,000		909,450

				1,731,600

Marine—0.2%
Navios Maritime Holdings, Inc., 8.875% Nts., 11/1/17¹		225,000		234,844
Professional Services—0.5%
Altegrity, Inc., 10.50% Sr. Unsec. Sub. Nts., 11/1/15¹		755,000		677,613
Road & Rail—1.5%
Avis Budget Car Rental LLC, 7.625% Sr. Unsec. Unsub. Nts., 5/15/14		1,285,000		1,227,175
Hertz Corp., 10.50% Sr. Unsec. Sub. Nts., 1/1/16		910,000		975,975

				2,203,150

Trading Companies & Distributors—0.9%
Ashtead Capital, Inc., 9% Nts., 8/15/16¹		120,000		120,750
Ashtead Holdings plc, 8.625% Sr. Sec. Nts., 8/1/15¹		170,000		171,700
RSC Equipment Rental, Inc., 10% Sr. Sec. Nts., 7/15/17¹		185,000		202,113
United Rentals North America, Inc., 9.25% Sr. Unsec. Unsub. Nts., 12/15/19		275,000		285,313

F4 | OPPENHEIMER HIGH INCOME FUND/VA


	Principal
	Amount		Value

Trading Companies & Distributors Continued
United Rentals, Inc., 7% Sr. Sub. Nts., 2/15/14	$	495,000	$	450,450

				1,230,326

Information Technology—5.7%
Computers & Peripherals—0.2%
Seagate Technology International, 10% Sr. Sec. Nts., 5/1/14¹		225,000		249,750
Electronic Equipment & Instruments—1.8%
NXP BV/NXP Funding LLC, 7.87% Sr. Sec. Nts., 10/18/14		385,000		351,313
RBS Global, Inc., /Rexnord Corp., 11.75% Sr. Unsec. Sub. Nts., 8/1/16		975,000		970,125
Sanmina-SCI Corp., 8.125% Sr. Sub. Nts., 3/1/16		1,345,000		1,348,363

				2,669,801

IT Services—2.3%
First Data Corp., 9.875% Sr. Unsec. Nts., 9/24/15		1,360,000		1,275,000
SunGard Data Systems, Inc.:
9.125% Sr. Unsec. Nts., 8/15/13		1,260,000		1,297,800
10.25% Sr. Unsec. Sub. Nts., 8/15/15		632,000		676,240

				3,249,040

Semiconductors & Semiconductor Equipment—1.4%
Amkor Technology, Inc.:
7.75% Sr. Nts., 5/15/13		275,000		280,500
9.25% Sr. Unsec. Nts., 6/1/16		625,000		667,188
Freescale Semiconductor, Inc.:
8.875% Sr. Unsec. Nts., 12/15/14		735,000		678,038
10.125% Sr. Unsec. Sub. Nts., 12/15/16¹		435,000		352,350

				1,978,076

Materials—11.2%
Chemicals—3.2%
Hexion US Finance Corp./ Hexion Nova Scota Finance ULC, 9.75% Sr. Sec. Nts., 11/15/14		445,000		438,325
Huntsman International LLC, 7.375% Sr. Unsub. Nts., 1/1/15		1,405,000		1,355,825
Momentive Performance Materials, Inc., 11.50% Sr. Unsec. Sub. Nts., 12/1/16		2,390,000		2,127,100
Nalco Co., 8.875% Unsec. Sub. Nts., 11/15/13		375,000		388,125
PolyOne Corp., 8.875% Sr. Unsec. Nts., 5/1/12		295,000		305,325

				4,614,700

Containers & Packaging—4.1%
Berry Plastics Holding Corp., 8.875% Sr. Sec. Nts., 9/15/14		1,400,000		1,368,500
Cascades, Inc.:
7.75% Sr. Nts., 12/15/17¹		230,000		233,450
7.875% Sr. Nts., 1/15/20¹		485,000		494,700
Crown Americas, Inc., 7.75% Sr. Nts., 11/15/15		740,000		769,600
Graham Packaging Co. LP:
8.25% Sr. Nts., 1/1/17¹		410,000		406,925
9.875% Sr. Unsec. Sub. Nts., 10/15/14		980,000		1,004,500
Graphic Packing International, Inc., 9.50% Sr. Unsec. Unsub. Nts., 6/15/17		1,290,000		1,373,850
Viskase Companies, Inc., 9.875% Sr. Sec. Nts., 1/15/18¹		290,000		293,625

				5,945,150

Metals & Mining—2.3%
Edgen Murray Corp., 12.25% Sr. Sec. Nts., 1/15/15¹		485,000		478,938
Freeport-McMoRan Copper & Gold, Inc., 8.375% Sr. Nts., 4/1/17		265,000		290,573
Novelis, Inc., 7.25% Sr. Unsec. Nts., 2/15/15⁵		1,205,000		1,153,788
Teck Resources Ltd., 10.25% Sr. Sec. Nts., 5/15/16		800,000		936,000
United Maritime LLC, 11.75% Sr. Sec. Nts., 6/15/15¹		485,000		488,638

				3,347,937

Paper & Forest Products—1.6%
Georgia-Pacific LLC:
7.70% Debs., 6/15/15		315,000		332,325
8.25% Sr. Unsec. Nts., 5/1/16¹		855,000		910,575
PE Paper Escrow GmbH, 12% Sr. Sec. Nts., 8/1/14¹		325,000		359,762
Verso Paper Holdings LLC, 9.125% Sr. Sec. Nts., 8/1/14		665,000		638,400

				2,241,062

Telecommunication Services—8.1%
Diversified Telecommunication Services—3.5%
Cincinnati Bell, Inc., 8.25% Sr. Nts., 10/15/17		610,000		622,200
Citizens Communications Co., 6.25% Sr. Nts., 1/15/13		360,000		362,700
Global Crossing Ltd., 12% Sr. Sec. Nts., 9/15/15¹		315,000		347,288
Intelsat Subsidiary Holding Co. Ltd., 8.50% Sr. Unsec. Nts., 1/15/13¹		605,000		620,125
Level 3 Financing, Inc., 9.25% Sr. Unsec. Unsub. Nts., 11/1/14		370,000		351,500

F5 | OPPENHEIMER HIGH INCOME FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount			Value

Diversified Telecommunication Services Continued
PAETEC Holding Corp., 9.50% Sr. Unsec. Unsub. Nts., 7/15/15	$	1,410,000		$	1,364,175
Windstream Corp.:
7.875% Sr. Nts., 11/1/17¹		340,000			337,450
8.625% Sr. Unsec. Unsub. Nts., 8/1/16		1,030,000			1,053,175
Winstar Communications, Inc., 12.75% Sr. Nts., 4/15/10^2,3,6		1,000,000			10

					5,058,623

Wireless Telecommunication Services—4.6%
Cricket Communications, Inc.:
7.75% Sr. Sec. Unsub. Nts., 5/15/16		640,000			641,600
9.375% Sr. Unsec. Nts., 11/1/14		655,000			661,550
MetroPCS Wireless, Inc., 9.25% Sr. Unsec. Nts., 11/1/14		1,375,000			1,399,063
Nextel Communications, Inc., 7.375% Sr. Nts., Series D, 8/1/15		1,320,000			1,290,300
SBA Telecommunications, Inc.:
8% Sr. Nts., 8/15/16¹		445,000			467,250
8.25% Sr. Nts., 8/15/19¹		810,000			862,650
Sprint Capital Corp., 8.75% Nts., 3/15/32		1,270,000			1,203,325
Teligent, Inc., 11.50% Sr. Nts., 12/1/08^2,3,6		400,000			—

					6,525,738

Utilities—4.8%
Electric Utilities—1.4%
Edison Mission Energy, 7% Sr. Unsec. Nts., 5/15/17		1,415,000			1,124,925
Energy Future Holdings Corp., 10.875% Sr. Unsec. Nts., 11/1/17		615,000			505,838
Texas Competitive Electric Holdings Co. LLC, 10.25% Sr. Unsec. Nts., Series A, 11/1/15		510,000			415,650

					2,046,413

Energy Traders—3.4%
AES Corp. (The), 8% Sr. Unsec. Unsub. Nts., 10/15/17		270,000			278,438
Dynegy Holdings, Inc., 8.375% Sr. Unsec. Nts., 5/1/16		1,375,000			1,313,125
Mirant North America LLC, 7.375% Sr. Unsec. Nts., 12/31/13		590,000			586,313
NRG Energy, Inc.:
7.375% Sr. Nts., 1/15/17		1,015,000			1,020,075
7.375% Sr. Nts., 2/1/16		695,000			697,606
Reliant Energy, Inc., 7.625% Sr. Unsec. Unsub. Nts., 6/15/14		925,000			920,375

					4,815,932


Total Corporate Bonds and Notes (Cost $133,636,425)					135,352,353

	Shares			Value

Preferred Stocks—0.0%
AmeriKing, Inc., 13% Cum. Sr. Exchangeable, Non-Vtg.^3,4,6		13,764		$	—
Eagle-Picher Holdings, Inc., 11.75% Cum. Exchangeable, Series B, Non-Vtg.^3,6		8,000			—
ICG Holdings, Inc., 14.25% Exchangeable, Non-Vtg.^3,4,6		342			—


Total Preferred Stocks (Cost $1,097,476)					—

Common Stocks—1.0%
American Media, Inc.^3,6		9,424			94
Charter Communications, Inc., Cl. A⁶		40,830			1,449,447
Global Aero Logistics, Inc.^3,6		4,647			4,647
Orbcomm, Inc.⁶		1,127			3,043


Total Common Stocks (Cost $1,138,376)					1,457,231

	Units

Rights, Warrants and Certificates—0.0%
Global Aero Logistics, Inc. Wts., Strike Price $10, Exp. 2/28/11^3,6 (Cost $4,339)		570			6

	Principal
	Amount

Loan Participations—2.1%
CIT Group, Inc., Sr. Sec. Credit Facilities Term Loan, 7.50%, 1/18/12^5,9	$	1,255,000			1,289,513
Nuveen Investments, Inc., Sr. Sec. Credit Facilities 2nd Lien
Term Loan, 12.50%, 7/20/15^3,5		1,625,000			1,700,156


Total Loan Participations (Cost $2,756,194)					2,989,669

	Shares

Investment Companies—1.5%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^10,11		61,877			61,877
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%^10,12		2,092,310			2,092,310


Total Investment Companies (Cost $2,154,187)					2,154,187
Total Investments, at Value (Cost $140,786,997)		98.8	%		141,953,446
Other Assets Net of Liabilities		1.2			1,662,468


Net Assets		100.0	%	$	143,615,914

F6 | OPPENHEIMER HIGH INCOME FUND/VA

Footnotes to Statement of Investments


1.		Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $36,919,767 or 25.71% of the Fund’s net assets as of December 31, 2009.

2.		Issue is in default. See Note 1 of accompanying Notes.

3.		Illiquid security. The aggregate value of illiquid securities as of December 31, 2009 was $4,746,898, which represents 3.31%. See Note 6 of accompanying Notes.

4.		Interest or dividend is paid-in-kind, when applicable.

5.		Represents the current interest rate for a variable or increasing rate security.

6.		Non-income producing security.

7.		Denotes a step bond: a zero coupon bond that converts to a fixed or variable interest rate at a designated future date.

8.		Zero coupon bond reflects effective yield on the date of purchase.

9.		When-issued security or delayed delivery to be delivered and settled after December 31, 2009. See Note 1 of accompanying Notes.

10.		Rate shown is the 7-day yield as of December 31, 2009.

11.		Interest rate is less than 0.0005%.

12.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares		Gross		Gross		Shares
	December 31, 2008		Additions		Reductions		December 31, 2009

Oppenheimer Institutional Money Market Fund, Cl. E		76,839,590		156,127,613		230,874,893		2,092,310

					Value		Income

Oppenheimer Institutional Money Market Fund, Cl. E					$	2,092,310	$	240,830

Valuation Inputs

	1)		Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

	2)		Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

	3)		Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:


						Level 3—
	Level 1—		Level 2—			Significant
	Unadjusted		Other Significant			Unobservable
	Quoted Prices		Observable Inputs			Inputs		Value

Assets Table
Investments, at Value:
Corporate Bonds and Notes	$	—	$	135,352,353		$	—	$	135,352,353
Preferred Stocks		—		—			—		—
Common Stocks		1,452,490		94			4,647		1,457,231
Rights, Warrants and Certificates		—		—			6		6
Loan Participations		—		2,989,669			—		2,989,669
Investment Companies		2,154,187		—			—		2,154,187

Total Assets	$	3,606,677	$	138,342,116		$	4,653	$	141,953,446


Liabilities Table
Other Financial Instruments:
Depreciated swaps, at value	$	—	$	(26,579	)	$	—	$	(26,579	)

Total Liabilities	$	—	$	(26,579	)	$	—	$	(26,579	)

F7 | OPPENHEIMER HIGH INCOME FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Credit Default Swap Contracts as of December 31, 2009 are as follows:


									Upfront
		Notional		Pay/					Payment
Reference Entity/	Buy/Sell Credit	Amount		Receive			Termination		Received/						Unrealized
Swap Counterparty	Protection	(000’s)		Fixed Rate			Date		(Paid)			Value			Depreciation

CDX North America High Yield Index, Series 12:
Credit Suisse International	Buy	$	2,820		5.00	%		6/20/14	$	(337,225	)	$	(11,391	)	$	348,616
JPMorgan Chase Bank NA, NY Branch	Buy		1,880		5.00			6/20/14		(225,731	)		(7,594	)		233,325
Morgan Stanley & Co. International Ltd.	Buy		1,880		5.00			6/20/14		(227,167	)		(7,594	)		234,761

	Total		6,580							(790,123	)		(26,579	)		816,702

Grand Total Buys										(790,123	)		(26,579	)		816,702
Grand Total Sells										—			—			—

Total Credit Default Swaps									$	(790,123	)	$	(26,579	)	$	816,702

Swap Summary as of December 31, 2009 is as follows:


		Notional
	Swap Type from	Amount
Swap Counterparty	Fund Perspective	(000’s)		Value

Credit Suisse International	Credit Default Buy Protection	$	2,820	$	(11,391	)
JPMorgan Chase Bank NA, NY Branch	Credit Default Buy Protection		1,880		(7,594	)
Morgan Stanley & Co. International Ltd.	Credit Default Buy Protection		1,880		(7,594	)

		Total Swaps		$	(26,579	)

See accompanying Notes to Financial Statements.

F8 | OPPENHEIMER HIGH INCOME FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $138,694,687)	$	139,861,136
Affiliated companies (cost $2,092,310)		2,092,310

		141,953,446
Receivables and other assets:
Interest, dividends and principal paydowns		2,990,649
Investments sold		496,903
Shares of beneficial interest sold		44,340
Other		12,964

Total assets		145,498,302
Liabilities
Depreciated swaps, at value (upfront payments paid $790,123)		26,579
Payables and other liabilities:
Investments purchased (including $1,287,000 purchased on a when-issued or delayed delivery basis)		1,644,262
Shares of beneficial interest redeemed		67,503
Distribution and service plan fees		43,824
Shareholder communications		43,062
Transfer and shareholder servicing agent fees		12,135
Trustees’ compensation		9,709
Other		35,314

Total liabilities		1,882,388

Net Assets	$	143,615,914


Composition of Net Assets
Par value of shares of beneficial interest	$	72,278
Additional paid-in capital		422,445,355
Accumulated net investment income		10,001,371
Accumulated net realized loss on investments and foreign currency transactions		(289,252,837	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		349,747

Net Assets	$	143,615,914


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 $67,385,008 and 34,007,196 shares of beneficial interest outstanding)	$	1.98
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $64,439,840 and 32,387,936 shares of beneficial interest outstanding)	$	1.99
Class 3 Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $4,683,987 and 2,349,189 shares of beneficial interest outstanding)	$	1.99
Class 4 Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $7,107,079 and 3,533,235 shares of beneficial interest outstanding)	$	2.01

See accompanying Notes to Financial Statements.

F9 | OPPENHEIMER HIGH INCOME FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2009


Investment Income
Interest	$	13,843,257
Dividends:
Unaffiliated companies		3,439
Affiliated companies		240,830
Fee income		2,922

Total investment income		14,090,448

Expenses
Management fees		1,019,105
Distribution and service plan fees:
Service shares		135,505
Class 4 shares		15,712
Transfer and shareholder servicing agent fees:
Non-Service shares		46,963
Service shares		42,650
Class 3 shares		2,928
Class 4 shares		3,302
Shareholder communications:
Non-Service shares		46,699
Service shares		35,736
Class 3 shares		2,324
Class 4 shares		4,275
Trustees’ compensation		10,634
Custodian fees and expenses		903
Other		70,595

Total expenses		1,437,331
Less reduction to custodian expenses		(241	)
Less waivers and reimbursements of expenses		(525,100	)

Net expenses		911,990

Net Investment Income		13,178,458

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment from unaffiliated companies		(70,636,631	)
Closing and expiration of futures contracts		(46,063	)
Foreign currency transactions		332,428
Swap contracts		(50,484,558	)

Net realized loss		(120,834,824	)
Net change in unrealized appreciation (depreciation) on:
Investments		97,424,857
Translation of assets and liabilities denominated in foreign currencies		(312,520	)
Swap contracts		36,977,935

Net change in unrealized appreciation		134,090,272

Net Increase in Net Assets Resulting from Operations	$	26,433,906

See accompanying Notes to Financial Statements.

F10 | OPPENHEIMER HIGH INCOME FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended December 31,	2009			2008

Operations
Net investment income	$	13,178,458		$	31,706,472
Net realized loss		(120,834,824	)		(241,823,086	)
Net change in unrealized appreciation (depreciation)		134,090,272			(101,899,131	)

Net increase (decrease) in net assets resulting from operations		26,433,906			(312,015,745	)

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		—			(16,471,157	)
Service shares		—			(8,570,925	)
Class 3 shares		—			(292,606	)
Class 4 shares		—			(611,268	)

		—			(25,945,956	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(54,571,861	)		19,699,234
Service shares		7,675,335			5,209,593
Class 3 shares		2,128,095			1,808,854
Class 4 shares		1,786,116			4,859,490

		(42,982,315	)		31,577,171

Net Assets
Total decrease		(16,548,409	)		(306,384,530	)
Beginning of period		160,164,323			466,548,853

End of period (including accumulated net investment income of $10,001,371 and $35,234,239, respectively)	$	143,615,914		$	160,164,323

See accompanying Notes to Financial Statements.

F11 | OPPENHEIMER HIGH INCOME FUND/VA

FINANCIAL HIGHLIGHTS


Non-Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	1.58		$	7.95		$	8.55		$	8.44		$	8.80

Income (loss) from investment operations:
Net investment income¹		.17			.54			.57			.58			.57
Net realized and unrealized gain (loss)		.23			(6.44	)		(.56	)		.17			(.37	)

Total from investment operations		.40			(5.90	)		.01			.75			.20

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.47	)		(.61	)		(.64	)		(.56	)

Net asset value, end of period	$	1.98		$	1.58		$	7.95		$	8.55		$	8.44


Total Return, at Net Asset Value²		25.32	%		(78.67	)%		(0.10	)%		9.42	%		2.31	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	67,385		$	111,040		$	294,819		$	361,445		$	384,726

Average net assets (in thousands)	$	71,782		$	211,186		$	335,702		$	365,154		$	444,477

Ratios to average net assets:³
Net investment income		9.78	%		9.30	%		6.96	%		7.05	%		6.79	%
Total expenses		0.94	%⁴		0.80	%⁴		0.75	%⁴		0.74	%⁴		0.75	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.57	%		0.78	%		0.74	%		0.74	%		0.75	%

Portfolio turnover rate		128	%		53	%⁵		67	%⁵		57	%		64	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	0.96	%
Year Ended December 31, 2008	0.80	%
Year Ended December 31, 2007	0.76	%
Year Ended December 31, 2006	0.74	%


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


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2008	$	40,240,084	$	41,196,921
Year Ended December 31, 2007	$	30,798,147	$	24,096,458

See accompanying Notes to Financial Statements.

F12 | OPPENHEIMER HIGH INCOME FUND/VA


Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	1.58		$	7.89		$	8.50		$	8.39		$	8.76

Income (loss) from investment operations:
Net investment income¹		.16			.54			.55			.56			.55
Net realized and unrealized gain (loss)		.25			(6.40	)		(.57	)		.17			(.38	)

Total from investment operations		.41			(5.86	)		(.02	)		.73			.17

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.45	)		(.59	)		(.62	)		(.54	)

Net asset value, end of period	$	1.99		$	1.58		$	7.89		$	8.50		$	8.39


Total Return, at Net Asset Value²		25.95	%		(78.57	)%		(0.47	)%		9.23	%		2.01	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	64,440		$	43,375		$	157,333		$	173,299		$	155,617

Average net assets (in thousands)	$	54,202		$	116,236		$	169,569		$	160,703		$	141,287

Ratios to average net assets:³
Net investment income		9.60	%		9.13	%		6.71	%		6.80	%		6.54	%
Total expenses		1.21	%⁴		1.05	%⁴		1.01	%⁴		1.00	%⁴		1.00	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.80	%		1.03	%		1.00	%		1.00	%		1.00	%

Portfolio turnover rate		128	%		53	%⁵		67	%⁵		57	%		64	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	1.23	%
Year Ended December 31, 2008	1.05	%
Year Ended December 31, 2007	1.02	%
Year Ended December 31, 2006	1.00	%


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


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2008	$	40,240,084	$	41,196,921
Year Ended December 31, 2007	$	30,798,147	$	24,096,458

See accompanying Notes to Financial Statements.

F13 | OPPENHEIMER HIGH INCOME FUND/VA

FINANCIAL HIGHLIGHTS Continued


Class 3 Shares Year Ended December 31,	2009			2008			2007¹

Per Share Operating Data
Net asset value, beginning of period	$	1.57		$	7.98		$	8.26

Income (loss) from investment operations:
Net investment income²		.17			.56			.37
Net realized and unrealized gain (loss)		.25			(6.50	)		(.65	)

Total from investment operations		.42			(5.94	)		(.28	)

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.47	)		—

Net asset value, end of period	$	1.99		$	1.57		$	7.98


Total Return, at Net Asset Value³		26.75	%		(78.89	)%		(3.39	)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	4,684		$	1,582		$	4,921

Average net assets (in thousands)	$	3,568		$	5,292		$	3,750

Ratios to average net assets:⁴
Net investment income		9.86	%		9.29	%		6.90	%
Total expenses⁵		0.97	%		0.80	%		0.76	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.53	%		0.78	%		0.75	%

Portfolio turnover rate		128	%		53	%⁶		67	%⁶


1.		For the period from May 1, 2007 (inception of offering) to December 31, 2007.

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

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

4.		Annualized for periods less than one full year.

5.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	0.99	%
Year Ended December 31, 2008	0.80	%
Period Ended December 31, 2007	0.77	%


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


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2008	$	40,240,084	$	41,196,921
Period Ended December 31, 2007	$	30,798,147	$	24,096,458

See accompanying Notes to Financial Statements.

F14 | OPPENHEIMER HIGH INCOME FUND/VA


Class 4 Shares Year Ended December 31,	2009			2008			2007¹

Per Share Operating Data
Net asset value, beginning of period	$	1.59		$	7.97		$	8.26

Income (loss) from investment operations:
Net investment income²		.16			.54			.36
Net realized and unrealized gain (loss)		.26			(6.46	)		(.65	)

Total from investment operations		.42			(5.92	)		(.29	)

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.46	)		—

Net asset value, end of period	$	2.01		$	1.59		$	7.97


Total Return, at Net Asset Value³		26.42	%		(78.63	)%		(3.51	)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	7,107		$	4,167		$	9,476

Average net assets (in thousands)	$	6,285		$	10,658		$	7,201

Ratios to average net assets:⁴
Net investment income		9.62	%		9.00	%		6.61	%
Total expenses⁵		1.19	%		1.07	%		1.05	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.80	%		1.05	%		1.04	%

Portfolio turnover rate		128	%		53	%⁶		67	%⁶


1.		For the period from May 1, 2007 (inception of offering) to December 31, 2007.

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

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

4.		Annualized for periods less than one full year.

5.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	1.21	%
Year Ended December 31, 2008	1.07	%
Period Ended December 31, 2007	1.06	%


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


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2008	$	40,240,084	$	41,196,921
Period Ended December 31, 2007	$	30,798,147	$	24,096,458

See accompanying Notes to Financial Statements.

F15 | OPPENHEIMER HIGH INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer High Income Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek a high level of current income by investing mainly in a diversified portfolio of high-yield, lower-grade, fixed-income securities that the Fund’s investment manager, OppenheimerFunds, Inc. (the “Manager”), believes does not involve undue risk.

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

F16 | OPPENHEIMER HIGH INCOME FUND/VA

There have been no significant changes to the fair valuation methodologies during the period.

Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis.” When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund maintains internally designated assets with a market value equal to or greater than the amount of its purchase commitments. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.

As of December 31, 2009, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:


	When-Issued or Delayed
	Delivery Basis Transactions

Purchased securities	$	1,287,000

F17 | OPPENHEIMER HIGH INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities in default, and is not obligated to dispose of securities whose issuers subsequently default. Information concerning securities in default as of December 31, 2009 is as follows:


Cost	$	8,750,458
Market Value	$	630,501
Market Value as a % of Net Assets		0.44	%

F18 | OPPENHEIMER HIGH INCOME FUND/VA

Net Unrealized

Depreciation

Based on Cost of

Securities and

Undistributed

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3,4,5

Tax Purposes

$10,367,328

—

288,235,313

712,419


1.		As of December 31, 2009, the Fund had $286,774,366 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, 2009, details of the capital loss carryforwards were as follows:


Expiring

2010	$	56,061,391
2011		8,529,303
2012		128,504
2016		48,495,519
2017		173,559,649

Total	$	286,774,366


2.		As of December 31, 2009, the Fund had $1,460,947 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2018.

3.		During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

4.		During the fiscal year ended December 31, 2008, the Fund did not utilize any capital loss carryforward.

5.		During the fiscal year ended December 31, 2009, $22,696,701 of unused capital loss carryforward expired.

Accordingly, the following amounts have been reclassified for December 31, 2009. Net assets of the Fund were unaffected by the reclassifications.


	Reduction		Reduction
	to Accumulated		to Accumulated Net
Reduction to Paid-in	Net Investment		Realized Loss on
Capital	Income		Investments

$22,697,932	$	38,411,326	$	61,109,258

The tax character of distributions paid during the years ended December 31, 2009 and December 31, 2008 was as follows:


	Year Ended		Year Ended
	December 31, 2009		December 31, 2008

Distributions paid from:
Ordinary income	$	—	$	25,945,956

F19 | OPPENHEIMER HIGH INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued


Federal tax cost of securities	$	141,883,678
Federal tax cost of other investments		755,608

Total federal tax cost	$	142,639,286


Gross unrealized appreciation	$	11,521,425
Gross unrealized depreciation		(12,233,844	)

Net unrealized depreciation	$	(712,419	)

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.

F20 | OPPENHEIMER HIGH INCOME FUND/VA

normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

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, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Non-Service Shares
Sold		20,776,611		$	33,067,312			46,686,845		$	99,443,229
Dividends and/or distributions reinvested		—			—			2,553,668			16,471,157
Redeemed		(56,972,656	)		(87,639,173	)		(16,133,552	)		(96,215,152	)

Net increase (decrease)		(36,196,045	)	$	(54,571,861	)		33,106,961		$	19,699,234


Service Shares
Sold		10,597,049		$	17,230,535			11,108,688		$	27,272,759
Dividends and/or distributions reinvested		—			—			1,335,035			8,570,925
Redeemed		(5,702,302	)		(9,555,200	)		(4,887,160	)		(30,634,091	)

Net increase		4,894,747		$	7,675,335			7,556,563		$	5,209,593


Class 3 Shares
Sold		2,785,296		$	4,527,494			1,353,807		$	7,210,645
Dividends and/or distributions reinvested		—			—			45,225			292,606
Redeemed		(1,445,037	)		(2,399,399	)¹		(1,006,838	)		(5,694,397	)²

Net increase		1,340,259		$	2,128,095			392,194		$	1,808,854


Class 4 Shares
Sold		3,615,090		$	5,889,866			2,743,234		$	12,307,065
Dividends and/or distributions reinvested		—			—			94,331			611,268
Redeemed		(2,698,668	)		(4,103,750	)¹		(1,409,411	)		(8,058,843	)²

Net increase		916,422		$	1,786,116			1,428,154		$	4,859,490


1.		Net of redemption fees of $3,548 and $4,585 for Class 3 and Class 4 shares, respectively.

2.		Net of redemption fees of $3,056 and $11,199 for Class 3 and Class 4 shares, respectively.

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2009, were as follows:


	Purchases		Sales

Investment securities	$	119,213,984	$	133,605,164

F21 | OPPENHEIMER HIGH INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Next $200 million	0.60
Over $1 billion	0.50

Waivers and Reimbursements of Expenses. Effective September 1, 2008 through August 31, 2009, the Manager had voluntarily agreed to reduce its advisory fee rate by 0.10% of the Fund’s average daily net assets if the Fund’s trailing one-year total return performance was in the fifth quintile of the Fund’s Lipper peer group. During the year ended December 31, 2009, the Manager waived $89,094 in advisory fees as a result of this voluntary arrangement.

Effective April 1, 2009 through March 31, 2010, the Manager has agreed to voluntarily waive its advisory fee by 0.26% of the Fund’s average annual net assets. During the year ended December 31, 2009, the Manager waived $259,162. This voluntary waiver will be applied after all other waivers and/or reimbursements and may be withdrawn at any time.

Effective May 1, 2009, the Manager has voluntarily undertaken to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets will not exceed the annual rate of 0.75% for Non-Service and Class 3 shares and 1.00% for Service and Class 4 shares. During the year ended December 31, 2009, the Manager waived fees and/or reimbursed the Fund $70,878, $69,417, $5,175, and $6,717 for Non-Service, Service, Class 3 and Class 4 shares, respectively. This voluntary undertaking may be amended or withdrawn at any time.

Prior to May 1, 2009, OFS had voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

Capital Stock Activity. On December 17, 2008, the Manager purchased Non-Service Shares of the Fund for $50,000,000. As of that date, the Manager owned approximately 51% of the Non-Service Shares representing approximately 37% of the Fund’s net assets. The Manager redeemed this investment on February 25, 2009. The proceeds of the redemption were $48,344,371.

F22 | OPPENHEIMER HIGH INCOME FUND/VA

5. Risk Exposures and the Use of Derivative Instruments

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.

F23 | OPPENHEIMER HIGH INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.

As of December 31, 2009 the Fund has not required certain counterparties to post collateral.

As of December 31, 2009, the aggregate fair value of derivative instruments with credit related contingent features in a net liability position was $26,579 for which collateral was not posted by the Fund. If a contingent feature would have been triggered as of December 31, 2009, the Fund could have been required to pay this amount in cash to its counterparties. If the Fund fails to perform under these contracts and agreements, the cash and/or securities posted as collateral will be made available to the counterparty. Cash posted as collateral for these contract, if any, is reported on the Statement of Assets and Liabilities; securities posted as collateral, if any, are reported on the Statement of Investments.

Valuations of derivative instruments as of December 31, 2009 are as follows:


	Liability Derivatives
	Statement
Derivatives not	of Assets
Accounted for as	and Liabilities
Hedging Instruments	Location	Value

Credit contracts	Depreciated swaps, at value	$	26,579

The effect of derivative instruments on the Statement of Operations is as follows:


Amount of Realized Gain or Loss Recognized on Derivatives
Derivatives not	Closing and
Accounted for as	expiration of
Hedging Instruments	futures contracts			Swap contracts			Total

Credit contracts	$	—		$	(47,943,630	)	$	(47,943,630	)
Interest rate contracts		(46,063	)		(2,540,928	)		(2,586,991	)

Total	$	(46,063	)	$	(50,484,558	)	$	(50,530,621	)

F24 | OPPENHEIMER HIGH INCOME FUND/VA


Amount of Change in Unrealized Gain or Loss Recognized on Derivatives
Derivatives not
Accounted for as
Hedging Instruments	Swap contracts

Credit contracts	$	34,562,372
Interest rate contracts		2,415,563

Total	$	36,977,935

Futures Contracts

The Fund has purchased futures contracts on various bonds and notes to increase exposure to interest rate risk.

The Fund has sold futures contracts on various bonds and notes to decrease exposure to interest rate risk.

As of December 31, 2009, the Fund had no outstanding futures contracts.

Swap Contracts

F25 | OPPENHEIMER HIGH INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

The Fund has purchased credit protection through credit default swaps to decrease exposure to the credit risk of individual securities and, or, indexes.

F26 | OPPENHEIMER HIGH INCOME FUND/VA

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

As of December 31, 2009, the Fund had no such interest rate swap agreements outstanding.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

As of December 31, 2009, the Fund had no such total return swap agreements outstanding.

6. Illiquid Securities

7. Subsequent Events Evaluation

8. Pending Litigation

F27 | OPPENHEIMER HIGH INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

8. Pending Litigation Continued

F28 | OPPENHEIMER HIGH INCOME FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer High Income Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer High Income Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer High Income Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
February 16, 2010

F29 | OPPENHEIMER HIGH INCOME FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Joesph Welsh, the portfolio manager for the Fund effective April 1, 2009, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

10 | OPPENHEIMER HIGH INCOME FUND/VA

Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other high current yield funds underlying variable insurance products. The Board noted that the Fund’s one-year, three-year, five-year and ten-year performance was below its peer group median. The Board considered the Manager’s assertion that the Fund’s underperformance in 2008 was a combination of a severe downturn in the high yield fixed income markets and a greater exposure to commercial and residential mortgages and investment grade financials relative to its peers. The Board also noted the appointment of a new portfolio manager and the newly formed High Yield Corporate Debt team on April 1, 2009 to oversee the Fund’s investments, and it considered the Manager’s assertion that the Fund has reduced its positions in commercial mortgages.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other high current yield funds underlying variable insurance products. The Board noted that the Fund’s total expenses were competitive with its peer group median although its actual management fees were higher than its peer group median. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because of the disparity among VA funds in how insurance companies may be compensated for the services they provide to shareholders, when comparing the expenses of the various VA funds it is most appropriate to focus on the total expenses rather than on the management fees. Accordingly, while the Board reviewed and considered all expenses in its consideration of the Advisory Agreement, it paid particular attention to total expenses. The Board noted that for the period of September 1, 2008 through August 31, 2009, the Manager voluntarily reduced its advisory fee by 0.10% of the Fund’s average daily net assets. The Board considered that, effective May 1, 2009, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, will not exceed the annual rates of 0.75% for Non-Service and Class 3 shares and 1.00% for Service and Class 4 shares. The Board also noted that the Manager has agreed to voluntarily waive 0.26% of its management fee effective April 1, 2009 through March 31, 2010. This voluntary waiver will be applied after all other waivers and/or reimbursements and may be withdrawn at any time after March 31, 2010.

Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.

11 | OPPENHEIMER HIGH INCOME FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

13 | OPPENHEIMER HIGH INCOME FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with
the Funds, Length of Service,		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Age		the Funds Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 1999) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 1999) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1990) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1996) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000- 2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

14 | OPPENHEIMER HIGH INCOME FUND/VA


Name, Position(s) Held with
the Funds, Length of Service,		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Age		the Funds Complex Currently Overseen

Robert J. Malone, Trustee (since 2002) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2000) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281- 1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003- November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and is an officer of 94 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Welsh, Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Joseph Welsh, Vice President and Portfolio Manager (since 2009) Age: 45		Head of the Manager’s High Yield Corporate Debt Team (since April 2009); Senior Vice President of the Manager (since May 2009); Vice President of the Manager (December 2000-April 2009); Assistant Vice President of the Manager (December 1996-November 2000); a high yield bond analyst of the Manager (January 1995-December 1996); a CFA. A portfolio manager and officer of 6 portfolios in the OppenheimerFunds complex.

15 | OPPENHEIMER HIGH INCOME FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with
the Funds, Length of Service,		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Age		the Funds Complex Currently Overseen

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted,		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following:
Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

16 | OPPENHEIMER HIGH INCOME FUND/VA

OPPENHEIMER MAIN STREET FUND^®/VA

Fund Objective: Oppenheimer Main Street^® Fund/VA seeks high total return from equity and debt securities.

Portfolio Managers¹: Manind (“Mani”) Govil and Benjamin Ram

Average Annual Total Returns

For the Periods Ended 12/31/09


	1-Year		5-Year		10-Year

Non-Service Shares	28.29	%	0.10	%	-0.75	%

					Since
					Inception
	1-Year		5-Year		(7/13/00)

Service Shares	27.99	%	-0.14	%	-1.34	%

Expense Ratios


For the Fiscal Year Ended 12/31/09

Non-Service Shares	0.78	%
Service Shares	1.03


1.		Effective May, 2009.

Sector Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on the total market value of common stocks.


Top Ten Common Stock Holdings


Philip Morris International, Inc.	3.9	%
Apple, Inc.	3.2
Chevron Corp.	3.2
Occidental Petroleum Corp.	3.1
QUALCOMM, Inc.	2.7
Merck & Co., Inc.	2.7
General Mills, Inc.	2.7
McDonald’s Corp.	2.6
Microsoft Corp.	2.4
eBay, Inc.	2.3

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on net assets.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

2 | OPPENHEIMER MAIN STREET FUND/VA

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. For the 12-month period ended December 31, 2009, the Fund’s Non-Service shares produced a total return of 28.29%, which was higher than that of its benchmark, the S&P 500 Index, which returned 26.47%. The Fund fared particularly well over the first half of the year, when an emphasis on economically sensitive market sectors helped it participate more fully in the early stages of a sustained market rally. For the full fiscal year, the Fund outperformed in seven of the S&P 500 Index’s ten market sectors.

Economic and Market Overview. 2009 was a year of recovery for the U.S. economy and stock market. In the wake of a global financial crisis that had exacerbated an economic downturn in 2008, the year began in a highly challenging investment environment, as rising unemployment, falling housing values and nearly frozen credit markets took their toll on investor sentiment. As a result, stock prices generally fell to multi-year lows during the first quarter of the year.

However, investor sentiment began to improve in March, as aggressive measures adopted by U.S. government and monetary authorities began to gain traction. By the end of 2008, the Federal Reserve Board (the “Fed”) had reduced short-term interest-rates to unprecedented low levels and injected massive amounts of liquidity into the banking system. Early in 2009, the U.S. government rescued struggling automakers and passed the American Recovery and Reinvestment Act, a $787 billion stimulus program designed to support infrastructure construction activity, provide tax breaks to consumers and send aid to stressed state governments.

When credit markets showed signs of thawing in March, previously risk-averse investors began to search for bargains among companies that may have been too severely punished during the downturn. They found such opportunities mainly among lower quality and highly leveraged companies, including some of the financial institutions at the epicenter of the financial crisis. Soon thereafter, investors began to see evidence of economic improvement, and they turned to companies that tend to do well in the early stages of an economic recovery.

Although the U.S. economy continued to shed jobs over the remainder of 2009, other economic indicators gradually improved. Manufacturing activity increased as producers sought to replenish depleted inventories and satisfy demand for exports to faster-growing overseas markets. Home prices began to creep higher in some hard-hit markets. Corporate earnings compared favorably to their levels from one year earlier. As a result, by year-end, every sector of the S&P 500 Index had posted a gain, with the information technology sector leading the way.

Fund Strategy. Through mid-May 2009, the Fund was managed according to a quantitative process that considered a number of economic and company-specific factors to rank stocks. Because these models had assigned high rankings to companies in economically sensitive industry groups, the Fund performed well during the early stages of the market rally. The Fund held overweight exposure to the information technology and energy sectors, but the models identified relatively few opportunities in the traditionally defensive consumer staples sector.

With a new portfolio management team taking the reins in May 2009, we dramatically reduced the number of Fund holdings from more than 500 stocks to less than 75. This reduction occurred as we implemented a bottom-up investment process that combines fundamental research and quantitative models to identify companies that are attractively priced relative to their underlying business prospects. Our approach seeks companies in which the measurable potential upside is typically at least two times the downside.

Our process identified a number of winners between May and year-end. For example, electronics innovator Apple, Inc. (at period end, the Fund’s second largest holding) surged on the strength of popular products, such as the iPhone. Online media giant Google, Inc. more than doubled its stock price as investors looked forward to greater advertising spending in the economic recovery. In the energy sector, an underweight position in laggard Exxon Mobil Corp. and overweight exposure to stronger performing Occidental Petroleum Corp. (at period end, the Fund’s fourth largest holding) helped to bolster the Fund’s results. The Fund also benefited from rising commodity prices through an investment in low-cost metals producer Freeport-McMoRan Copper & Gold, Inc., which we exited by period end.

Relative strength among these investments was offset to a degree by disappointments in other areas, including the consumer discretionary, health care and industrials sectors. Advance Auto Parts, Inc.’s stock price suffered as investors turned to less traditionally defensive stocks despite the retailer’s improving business fundamentals. Financial company State Street Corp. lagged due to quarterly shortfalls in its foreign exchange and securities lending businesses, which we

3 | OPPENHEIMER MAIN STREET FUND/VA

FUND PERFORMANCE DISCUSSION

believe represent temporary setbacks for a high-quality company with more potential for gains than risk of declines. The Fund did not own internet retailer Amazon.com, Inc., which posted a sizeable gain for the benchmark. In the health care sector, for most of the reporting period the Fund did not own the stock of drug developer Schering-Plough Corp., which benefited from its acquisition by a larger rival, nor did it own construction machinery producer Caterpillar, Inc., which was a strong performer in the industrials sector. Finally, costs associated with the transition of the Fund to our investment process weighed on its relative performance.

As of year-end, we have been encouraged by evidence that investors are turning their attention away from beaten-down bargains among low-quality companies and toward businesses with strong fundamentals. Although we manage the Fund using a bottom-up stock selection process and not according to broad economic trends, it is worth noting that the recovery has been relatively mild, and investors now appear to be favoring companies with the underlying strength required to support earnings growth in a sluggish economy. In our judgment, our fundamentals-based approach may be particularly well suited to such an environment. Indeed, finding opportunities among companies likely to thrive over the long term is “fundamental” to what makes Oppenheimer Main Street Fund/VA part of The Right Way to Invest.

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, 2009. In the case of Non-Service shares, performance is measured over a ten-fiscal-year period. In the case of Service shares, performance is measured from inception of the Class on July 13, 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 U.S. equity securities. The index performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. 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.

4 | OPPENHEIMER MAIN STREET FUND/VA

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	July 1, 2009		December 31, 2009		December 31, 2009

Actual
Non-Service Shares	$	1,000.00	$	1,197.60	$	4.50
Service Shares		1,000.00		1,196.30		5.88

Hypothetical (5% return before expenses)
Non-Service Shares		1,000.00		1,021.12		4.13
Service Shares		1,000.00		1,019.86		5.41


Class	Expense Ratios

Non-Service Shares		0.81	%
Service Shares		1.06

6 | OPPENHEIMER MAIN STREET FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Shares		Value

Common Stocks—99.0%
Consumer Discretionary—10.9%
Diversified Consumer Services—0.6%
H&R Block, Inc.		438,694	$	9,923,258
Hotels, Restaurants & Leisure—3.1%
Hyatt Hotels Corp., Cl. A¹		294,020		8,764,736
McDonald’s Corp.		686,016		42,834,839

				51,599,575

Media—4.4%
Grupo Televisa SA, Sponsored GDR		360,823		7,490,685
McGraw-Hill Cos., Inc. (The)		941,801		31,559,752
Time Warner Cable, Inc.		509,914		21,105,340
Washington Post Co. (The), Cl. B		25,459		11,191,776

				71,347,553

Specialty Retail—2.8%
Advance Auto Parts, Inc.		48,361		1,957,653
AutoZone, Inc.¹		73,550		11,626,049
Best Buy Co., Inc.		442,271		17,452,014
GameStop Corp., Cl. A¹		651,700		14,298,298

				45,334,014

Consumer Staples—10.3%
Food & Staples Retailing—0.8%
Wal-Mart Stores, Inc.		234,566		12,537,553
Food Products—3.4%
General Mills, Inc.		612,225		43,351,652
Unilever NV, NY Shares		363,900		11,764,887

				55,116,539

Household Products—1.2%
Colgate-Palmolive Co.		240,264		19,737,688
Personal Products—1.0%
Mead Johnson Nutrition Co., Cl. A		371,912		16,252,554
Tobacco—3.9%
Philip Morris International, Inc.		1,334,399		64,304,688
Energy—12.0%
Energy Equipment & Services—1.4%
Schlumberger Ltd.		354,200		23,054,878
Oil, Gas & Consumable Fuels—10.6%
Chevron Corp.		674,229		51,908,891
Enterprise Products Partners LP		534,470		16,787,703
Exxon Mobil Corp.		333,985		22,774,437
Noble Energy, Inc.		236,600		16,850,652
Occidental Petroleum Corp.		621,900		50,591,565
Plains All American Pipeline LP		248,011		13,107,381

				172,020,629

Financials—12.7%
Capital Markets—2.1%
State Street Corp.		764,992		33,307,752
Commercial Banks—2.7%
KeyCorp		890,200		4,940,610
Marshall & Ilsley Corp.		945,400		5,152,430
Regions Financial Corp.		1,170,778		6,193,416
SunTrust Banks, Inc.		248,700		5,046,123
U.S. Bancorp		1,020,686		22,975,642

				44,308,221

Consumer Finance—2.0%
American Express Co.		818,070		33,148,196
Diversified Financial Services—3.0%
Bank of America Corp.		1,053,996		15,873,180
Citigroup, Inc.		7,460,100		24,692,931
Leucadia National Corp.¹		347,829		8,274,852

				48,840,963

Insurance—2.9%
Chubb Corp.		528,708		26,001,859
Hartford Financial Services Group, Inc. (The)		195,600		4,549,656
Lincoln National Corp.		667,802		16,614,914

				47,166,429

Health Care—13.9%
Biotechnology—3.1%
Amgen, Inc.¹		451,122		25,519,972
Celgene Corp.¹		463,852		25,827,279

				51,347,251

Health Care Equipment & Supplies—0.5%
Covidien plc		172,600		8,265,814
Health Care Providers & Services—4.1%
Laboratory Corp. of America Holdings¹		208,949		15,637,743
Medco Health Solutions, Inc.¹		476,558		30,456,822
WellPoint, Inc.¹		351,900		20,512,251

				66,606,816

Pharmaceuticals—6.2%
Abbott Laboratories		644,980		34,822,470
Merck & Co., Inc.		1,204,098		43,997,741
Teva Pharmaceutical Industries Ltd., Sponsored ADR		383,300		21,533,794

				100,354,005

F1 | OPPENHEIMER MAIN STREET FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares			Value
Industrials—12.8%
Aerospace & Defense—2.6%
Precision Castparts Corp.		240,500		$	26,539,175
United Technologies Corp.		227,588			15,796,883

					42,336,058

Air Freight & Logistics—1.0%
United Parcel Service, Inc., Cl. B		286,800			16,453,716
Commercial Services & Supplies—2.0%
Republic Services, Inc.		1,146,664			32,462,058
Construction & Engineering—0.9%
KBR, Inc.		745,954			14,173,126
Industrial Conglomerates—4.3%
General Electric Co.		2,083,800			31,527,894
Tyco International Ltd.		1,053,850			37,601,368

					69,129,262

Professional Services—1.2%
Verisk Analytics, Inc., Cl. A¹		665,680			20,156,790
Road & Rail—0.8%
Union Pacific Corp.		213,681			13,654,216
Information Technology—18.1%
Communications Equipment—2.7%
QUALCOMM, Inc.		965,431			44,660,838
Computers & Peripherals—3.2%
Apple, Inc.¹		248,982			52,500,345
Internet Software & Services—4.3%
eBay, Inc.¹		1,619,605			38,125,502
Google, Inc., Cl. A¹		52,070			32,282,359

					70,407,861

IT Services—3.5%
Accenture plc, Cl. A		212,100			8,802,150
Hewitt Associates, Inc.¹		410,203			17,335,179
MasterCard, Inc., Cl. A		66,100			16,920,278
Western Union Co.		725,089			13,667,928

					56,725,535

Software—4.4%
Adobe Systems, Inc.¹		408,576			15,027,425
Check Point Software Technologies Ltd.¹		494,280			16,746,206
Microsoft Corp.		1,287,657			39,260,662

					71,034,293

Materials—3.2%
Chemicals—2.3%
Monsanto Co.		193,699			15,834,893
Praxair, Inc.		264,800			21,266,088

					37,100,981

Containers & Packaging—0.9%
Sealed Air Corp.		659,671			14,420,408
Telecommunication Services—1.6%
Wireless Telecommunication Services—1.6%
America Movil SAB de CV, ADR, Series L		566,096			26,595,190
Utilities—3.5%
Energy Traders—2.0%
AES Corp. (The)¹		2,518,300			33,518,573
Multi-Utilities—1.5%
Public Service Enterprise Group, Inc.		717,387			23,853,117

Total Common Stocks (Cost $1,351,924,481)					1,613,756,743

Investment Companies—0.2%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^2,3		239,484			239,484
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%^2,4		2,607,806			2,607,806

Total Investment Companies (Cost $2,847,290)					2,847,290

Total Investments, at Value (Cost $1,354,771,771)		99.2	%		1,616,604,033
Other Assets Net of Liabilities		0.8			12,243,213

Net Assets		100.0	%	$	1,628,847,246

F2 | OPPENHEIMER MAIN STREET FUND/VA

Footnotes to Statement of Investments



1.		Non-income producing security.

2.		Rate shown is the 7-day yield as of December 31, 2009.

3.		Interest rate is less than 0.0005%.

4.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares		Gross		Gross		Shares
	December 31, 2008		Additions		Reductions		December 31, 2009

OFI Liquid Assets Fund, LLC		93,229,008		463,250,677		556,479,685		—
Oppenheimer Institutional Money Market Fund, Cl. E		7,043,996		412,189,438		416,625,628		2,607,806


	Value		Income

OFI Liquid Assets Fund, LLC	$	—	$	615,180	^a
Oppenheimer Institutional Money Market Fund, Cl. E		2,607,806		81,831

	$	2,607,806	$	697,011


a.		Net of compensation to the securities lending agent and rebates paid to the borrowing counterparties.

Valuation Inputs

1) Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

3) Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:


					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	178,204,400	$	—	$	—	$	178,204,400
Consumer Staples		167,949,022		—		—		167,949,022
Energy		195,075,507		—		—		195,075,507
Financials		206,771,561		—		—		206,771,561
Health Care		226,573,886		—		—		226,573,886
Industrials		208,365,226		—		—		208,365,226
Information Technology		295,328,872		—		—		295,328,872
Materials		51,521,389		—		—		51,521,389
Telecommunication Services		26,595,190		—		—		26,595,190
Utilities		57,371,690		—		—		57,371,690
Investment Companies		2,847,290		—		—		2,847,290

Total Assets	$	1,616,604,033	$	—	$	—	$	1,616,604,033

See accompanying Notes to Financial Statements.

F3 | OPPENHEIMER MAIN STREET FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,352,163,965)	$	1,613,996,227
Affiliated companies (cost $2,607,806)		2,607,806

		1,616,604,033
Receivables and other assets:
Investments sold		23,119,865
Dividends		2,618,784
Shares of beneficial interest sold		30,636
Other		28,233

Total assets		1,642,401,551

Liabilities
Payables and other liabilities:
Investments purchased		12,180,537
Distribution and service plan fees		724,083
Shares of beneficial interest redeemed		268,230
Shareholder communications		184,493
Transfer and shareholder servicing agent fees		139,094
Trustees’ compensation		23,911
Other		33,957

Total liabilities		13,554,305

Net Assets	$	1,628,847,246


Composition of Net Assets
Par value of shares of beneficial interest	$	90,091
Additional paid-in capital		1,909,237,561
Accumulated net investment income		17,048,397
Accumulated net realized loss on investments and foreign currency transactions		(559,361,065	)
Net unrealized appreciation on investments		261,832,262

Net Assets	$	1,628,847,246


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 $474,637,621 and 26,104,565 shares of beneficial interest outstanding)	$	18.18
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $1,154,209,625 and 63,986,124 shares of beneficial interest outstanding)	$	18.04

See accompanying Notes to Financial Statements.

F4 | OPPENHEIMER MAIN STREET FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2009


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $21,803)	$	30,338,186
Affiliated companies		81,831
Income from investment of securities lending cash collateral, net:
Unaffiliated companies		17,130
Affiliated companies		615,180
Interest		5,763

Total investment income		31,058,090

Expenses
Management fees		9,599,661
Distribution and service plan fees—Service shares		2,572,759
Transfer and shareholder servicing agent fees:
Non-Service shares		306,251
Service shares		735,316
Shareholder communications:
Non-Service shares		173,292
Service shares		415,656
Trustees’ compensation		50,027
Custodian fees and expenses		9,102
Other		80,039

Total expenses		13,942,103
Less waivers and reimbursements of expenses		(16,605	)

Net expenses		13,925,498

Net Investment Income		17,132,592

Realized and Unrealized Gain (Loss)
Net realized loss on:
Investments from unaffiliated companies		(277,466,378	)
Foreign currency transactions		(9,781	)

Net realized loss		(277,476,159	)
Net change in unrealized appreciation on investments		638,505,737

Net Increase in Net Assets Resulting from Operations	$	378,162,170

See accompanying Notes to Financial Statements.

F5 | OPPENHEIMER MAIN STREET FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended December 31,	2009			2008

Operations
Net investment income	$	17,132,592		$	24,773,186
Net realized loss		(277,476,159	)		(267,651,680	)
Net change in unrealized appreciation (depreciation)		638,505,737			(632,729,270	)

Net increase (decrease) in net assets resulting from operations		378,162,170			(875,607,764	)

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(8,430,011	)		(10,725,797	)
Service shares		(16,363,358	)		(15,635,174	)

		(24,793,369	)		(26,360,971	)
Distributions from net realized gain:
Non-Service shares		—			(46,604,473	)
Service shares		—			(82,181,746	)

		—			(128,786,219	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(56,849,676	)		(112,358,225	)
Service shares		(120,134,918	)		223,159,438

		(176,984,594	)		110,801,213

Net Assets
Total increase (decrease)		176,384,207			(919,953,741	)
Beginning of period		1,452,463,039			2,372,416,780

End of period (including accumulated net investment income of $17,048,397 and $24,769,636, respectively)	$	1,628,847,246		$	1,452,463,039

See accompanying Notes to Financial Statements.

F6 | OPPENHEIMER MAIN STREET FUND/VA

FINANCIAL HIGHLIGHTS


Non-Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	14.56		$	25.61		$	24.78		$	21.79		$	20.84

Income (loss) from investment operations:
Net investment income¹		.21			.29			.33			.27			.26
Net realized and unrealized gain (loss)		3.71			(9.64	)		.75			2.98			.97

Total from investment operations		3.92			(9.35	)		1.08			3.25			1.23

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.30	)		(.32	)		(.25	)		(.26	)		(.28	)
Distributions from net realized gain		—			(1.38	)		—			—			—

Total dividends and/or distributions to shareholders		(.30	)		(1.70	)		(.25	)		(.26	)		(.28	)


Net asset value, end of period	$	18.18		$	14.56		$	25.61		$	24.78		$	21.79


Total Return, at Net Asset Value²		28.29	%		(38.47	)%		4.43	%		15.03	%		5.98	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	474,637		$	432,360		$	907,727		$	1,046,146		$	1,121,476

Average net assets (in thousands)	$	430,517		$	670,994		$	1,006,655		$	1,054,522		$	1,156,299

Ratios to average net assets:³
Net investment income		1.35	%		1.42	%		1.28	%		1.19	%		1.26	%
Total expenses		0.78	%⁴		0.66	%⁴		0.65	%⁴		0.66	%⁴		0.67	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.78	%		0.66	%		0.65	%		0.66	%		0.67	%

Portfolio turnover rate		128	%		132	%		111	%		100	%		88	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	0.78	%
Year Ended December 31, 2008	0.66	%
Year Ended December 31, 2007	0.65	%
Year Ended December 31, 2006	0.66	%

See accompanying Notes to Financial Statements.

F7 | OPPENHEIMER MAIN STREET FUND/VA

FINANCIAL HIGHLIGHTS Continued


Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	14.42		$	25.38		$	24.58		$	21.63		$	20.70

Income (loss) from investment operations:
Net investment income¹		.17			.24			.26			.22			.21
Net realized and unrealized gain (loss)		3.70			(9.56	)		.75			2.95			.96

Total from investment operations		3.87			(9.32	)		1.01			3.17			1.17

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.25	)		(.26	)		(.21	)		(.22	)		(.24	)
Distributions from net realized gain		—			(1.38	)		—			—			—

Total dividends and/or distributions to shareholders		(.25	)		(1.64	)		(.21	)		(.22	)		(.24	)


Net asset value, end of period	$	18.04		$	14.42		$	25.38		$	24.58		$	21.63


Total Return, at Net Asset Value²		27.99	%		(38.63	)%		4.15	%		14.76	%		5.74	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,154,210		$	1,020,103		$	1,464,690		$	1,099,293		$	598,348

Average net assets (in thousands)	$	1,029,909		$	1,268,430		$	1,315,488		$	810,181		$	462,272

Ratios to average net assets:³
Net investment income		1.10	%		1.20	%		1.03	%		0.95	%		1.02	%
Total expenses		1.03	%⁴		0.91	%⁴		0.90	%⁴		0.91	%⁴		0.91	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.03	%		0.91	%		0.90	%		0.91	%		0.91	%

Portfolio turnover rate		128	%		132	%		111	%		100	%		88	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	1.03	%
Year Ended December 31, 2008	0.91	%
Year Ended December 31, 2007	0.90	%
Year Ended December 31, 2006	0.91	%

See accompanying Notes to Financial Statements.

F8 | OPPENHEIMER MAIN STREET FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Main Street Fund/VA (the “Fund”), is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek high total return from equity and debt securities. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

F9 | OPPENHEIMER MAIN STREET FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

There have been no significant changes to the fair valuation methodologies during the period.

F10 | OPPENHEIMER MAIN STREET FUND/VA

Net Unrealized

Appreciation

Based on Cost

Undistributed

Accumulated

of Securities and Other

Net Investment

Long-Term

Loss

Investments for Federal

Income

Gain

Carryforward^1,2,3

Income Tax Purposes

$16,050,093

—

550,173,657

253,667,383


1.		As of December 31, 2009, the Fund had $550,173,657 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, 2009, details of the capital loss carryforwards were as follows:


Expiring

2016	$	217,993,206
2017		332,180,451

Total	$	550,173,657


2.		During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

3.		During the fiscal year ended December 31, 2008, the Fund did not utilize any capital loss carryforward.

Accordingly, the following amounts have been reclassified for December 31, 2009. Net assets of the Fund were unaffected by the reclassifications.


	Reduction to
Reduction to	Accumulated Net
Accumulated Net	Realized Loss
Investment Income	on Investments

$60,462	$	60,462

The tax character of distributions paid during the years ended December 31, 2009 and December 31, 2008 was as follows:


	Year Ended		Year Ended
	December 31, 2009		December 31, 2008

Distributions paid from:
Ordinary income	$	24,793,369	$	48,772,351
Long-term capital gain		—		106,374,839

Total	$	24,793,369	$	155,147,190

F11 | OPPENHEIMER MAIN STREET FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued


Federal tax cost of securities	$	1,362,936,650

Gross unrealized appreciation	$	256,880,152
Gross unrealized depreciation		(3,212,769	)

Net unrealized appreciation	$	253,667,383

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.

F12 | OPPENHEIMER MAIN STREET FUND/VA

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, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Non-Service Shares
Sold		2,817,732		$	41,817,781			4,118,231		$	80,935,200
Dividends and/or distributions reinvested		776,960			8,430,011			2,774,941			57,330,270
Redeemed		(7,176,221	)		(107,097,468	)		(12,645,946	)		(250,623,695	)

Net decrease		(3,581,529	)	$	(56,849,676	)		(5,752,774	)	$	(112,358,225	)


Service Shares
Sold		8,552,121		$	117,291,434			17,273,881		$	299,271,029
Dividends and/or distributions reinvested		1,515,498			16,352,225			4,768,240			97,748,917
Redeemed		(16,800,298	)		(253,778,577	)		(9,024,762	)		(173,860,508	)

Net increase (decrease)		(6,732,679	)	$	(120,134,918	)		13,017,359		$	223,159,438

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF and LAF, for the year ended December 31, 2009, were as follows:


	Purchases		Sales

Investment securities	$	1,834,666,253	$	2,021,625,599

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Over $800 million	0.60

F13 | OPPENHEIMER MAIN STREET FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

Waivers and Reimbursements of Expenses. Effective May 1, 2009, the Manager has voluntarily undertaken to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets will not exceed the annual rate of 0.80% for Non-Service shares and 1.05% for Service shares. This voluntary undertaking may be amended or withdrawn at any time.

Prior to May 1, 2009, OFS had voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

5. Foreign Currency Exchange Contracts

The Fund may enter into current and forward foreign currency exchange contracts for the purchase or sale of a foreign currency at a negotiated rate at a future date.

As of December 31, 2009, the Fund held no outstanding forward contracts.

6. Securities Lending

As of December 31, 2009, the Fund had no securities on loan.

7. Subsequent Events Evaluation

F14 | OPPENHEIMER MAIN STREET FUND/VA

8. Pending Litigation

F15 | OPPENHEIMER MAIN STREET FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Main Street Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer Main Street Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Main Street Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp
Denver, Colorado
February 16, 2010

F16 | OPPENHEIMER MAIN STREET FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality, and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Manind Govil and Benjamin Ram the portfolio managers for the Fund effective May 2009, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

7 | OPPENHEIMER MAIN STREET FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued

historical performance to relevant market indices and to the performance of other large-cap core funds underlying variable insurance products. The Board noted that the Fund’s three-year and ten-year performance was better than or competitive with its peer group median although its one-year and five-year performance was below its peer group median. The Board considered the Manager’s assertion that stock selection in the consumer discretionary sector and an underweight in the health care and consumer staple sectors contributed to the Fund’s underperformance in 2008. The Board noted that the Fund’s recent improved performance, ranking in the top quintile during the fourth-month period ended April 30, 2009. The Board also noted a change to the Fund’s portfolio management team on May 19, 2009.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other large-cap core funds underlying variable insurance products. The Board noted that the Fund’s actual management fees and total expenses were competitive with its peer group median. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because of the disparity among VA funds in how insurance companies may be compensated for the services they provide to shareholders, when comparing the expenses of the various VA funds it is most appropriate to focus on the total expenses rather than on the management fees. Accordingly, while the Board reviewed and considered all expenses in its consideration of the Advisory Agreement, it paid particular attention to total expenses. The Board considered that, effective May 1, 2009, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, will not exceed 0.80% for Non-Service Shares and 1.05% for Service Shares. This voluntary undertaking may be amended or withdrawn at any time.

8 | OPPENHEIMER MAIN STREET FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

9 | OPPENHEIMER MAIN STREET FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Funds, Length of Service, Age		the Funds Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 1999) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 1999) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1995) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1996) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

Robert J. Malone, Trustee (since 2002) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial

10 | OPPENHEIMER MAIN STREET FUND/VA


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Funds, Length of Service, Age		the Funds Complex Currently Overseen

Robert J. Malone, Continued		banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2000) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and is an officer of 94 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Govil, Ram, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Manind Govil, Vice President and Portfolio Manager (since 2009) Age: 40		Mr. Govil, CFA, Senior Vice President and the Main Street Team Leader of the Manager (since May 2009). Prior to joining the Manager, managed the RS Largecap Alpha fund (August 2005-March 2009) first with Guardian Life Insurance Company of America then with RS Investment Management Co. LLC, subsequent to their merger; head of equity investments at The Guardian Life Insurance Company of America (August 2005-October 2006) when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC; lead portfolio manager — large cap blend/core equity, co-head of equities and head of equity research (2001-July 2005); lead portfolio manager — core equity (April 1996-July 2005), at Mercantile Capital Advisers, Inc. A portfolio manager and officer of 4 portfolios in the OppenheimerFunds complex.

11 | OPPENHEIMER MAIN STREET FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Funds, Length of Service, Age		the Funds Complex Currently Overseen

Benjamin Ram, Vice President and Portfolio Manager (since 2009) Age: 37		Vice President of the Manager (since May 2009). Prior to joining the Manager, a sector manager for financial investments and a co-portfolio manager for mid-cap portfolios with the RS Core Equity Team of RS Investment Management Co. LLC (January 2006-May 2009) first with Guardian Life Insurance Company of America then with RS Investment Management Co. LLC, subsequent to their merger; a financials analyst (2003-2005) and co-portfolio manager (2005-2006) at Mercantile Capital Advisers, Inc; a bank analyst at Legg Mason Securities (2000-2003); a senior financial analyst at the CitiFinancial division of Citigroup, Inc. (1997-2000). A portfolio manager and officer of 3 portfolios in the OppenheimerFunds complex.

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

12 | OPPENHEIMER MAIN STREET FUND/VA

OPPENHEIMER MAIN STREET SMALL CAP FUND^{^®}/VA

Fund Objective: The Fund seeks capital appreciation.

Portfolio Managers¹: Matthew P. Ziehl and Raman Vardharaj

Average Annual Total Returns
For the Periods Ended 12/31/09


	1-Year		5-Year		10-Year

Non-Service Shares	37.20	%	1.27	%	2.33	%


					Since
					Inception
	1-Year		5-Year		(7/16/01)

Service Shares	36.88	%	1.03	%	5.59	%

Expense Ratios
For the Fiscal Year Ended 12/31/09


	Gross		Net
	Expense		Expense
	Ratios		Ratios

Non-Service Shares	0.91	%	0.82	%
Service Shares	1.15		1.07

1. Effective May, 2009.

Sector Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on the total market value of common stocks.


Top Ten Common Stock Holdings

Blue Coat Systems, Inc.	1.2	%
Health Management Associates, Inc., Cl. A	0.9
Tractor Supply Co.	0.8
BE Aerospace, Inc.	0.8
Mid-America Apartment Communities, Inc.	0.8
Gardner Denver, Inc.	0.8
Hanover Insurance Group, Inc.	0.8
Capella Education Co.	0.8
Stifel Financial Corp.	0.7
Old Dominion Freight Line, Inc.	0.7

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on net assets.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

2 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. For the 12-month period ended December 31, 2009, Oppenheimer Main Street Small Cap Fund/VA’s Non-Service shares produced a total return of 37.20%, significantly higher than that of its benchmark, the Russell 2000 Index (the “Index”), which returned 27.17%. We attribute the Fund’s relative outperformance to a successful stock selection strategy during the period and second to a successful sector allocation strategy, as overweight exposure to the information technology and consumer discretionary sectors enabled the Fund to participate more fully in the 2009 stock market rally.

However, investor sentiment started to improve in March, when aggressive measures adopted by U.S. government and monetary authorities began to gain traction. By the end of 2008, the Federal Reserve Board had reduced short-term interest-rates to unprecedented low levels and injected massive amounts of liquidity into the banking system. Early in 2009, the U.S. government rescued struggling automakers and passed the American Recovery and Reinvestment Act, a $787 billion stimulus program designed to support infrastructure construction activity, provide tax breaks to consumers and send aid to stressed state governments.

When credit markets showed signs of thawing in March, previously risk-averse investors began to search for bargains among companies that may have been too severely punished during the bear market. They found such opportunities mainly among lower quality and highly leveraged companies, including some of the small-cap financial companies that were damaged by the financial crisis. Soon thereafter, investors began to see evidence of economic improvement, and they turned to companies that tend to do well in the early stages of an economic recovery, such as semiconductor manufacturers.

Fund Strategy. The Fund proved to be well positioned at the start of 2009, as overweight exposure to information technology and consumer discretionary stocks, and an underweight position to the financials sector, enabled it to avoid ongoing weakness among financial institutions while participating fully in areas that tend to benefit in the early stages of economic recoveries. Overall for the reporting period, the Fund outperformed the Index in nine out of ten sectors, with slight relative underperformance to the telecommunication services sector.

With a new portfolio management team taking the reins in May 2009, we focused primarily on higher-quality companies that we believed to be attractively valued in implementing our bottom-up investment process. Our investment process identified a number of winners during the reporting period. For example, in the industrials sector, pumps and compressors manufacturer Gardner Denver, Inc. and aircraft cabins fabricator BE Aerospace, Inc. advanced strongly when investors favored companies that tend to do well in the early stages of economic recoveries. The Fund also fared well in the consumer discretionary sector, where personal care products provider Chattem, Inc. gained considerable value after Paris-based drugmaker Sanofi-Aventis announced that it would acquire Chattem. We exited our position by period end and locked in our gains. In the materials sector, an investment in chemicals producer Cytec Industries, Inc. helped the Fund participate in the rising commodities markets.

In terms of relative detractors to performance, in the health care sector, medical devices maker NuVasive, Inc. stumbled when insurance companies proved reluctant to recognize a key new product despite regulatory approval. The Fund did not own Human Genome Sciences, Inc., which climbed more than ten-fold for the benchmark after reporting success in clinical trials. Among consumer discretionary companies, casual dining chain Jack in the Box, Inc. underperformed

3 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

FUND PERFORMANCE DISCUSSION

when budget-conscious consumers reined in spending. During the third quarter of 2009, the Fund’s shift toward higher-quality stocks proved to be premature, as lower-quality stocks continued to outperform their more fundamentally sound counterparts. In addition, in the midst of the portfolio management transition, paring down the number of holdings in the Fund weighed on relative performance. However, in the fourth quarter of 2009, our stock selection strategy outperformed as the market began favoring higher-quality stocks.

As of year-end, we have been encouraged by evidence that investors are turning their attention away from beaten-down bargains among lower-quality stocks and toward stocks with strong fundamentals. Although it is worth noting that the recovery has been relatively mild, the market now appears to be favoring companies with the underlying strength required to support earnings growth in a sluggish business climate. Rather than focusing on broad economic trends, our bottom-up stock selection process is based on combining fundamental research and quantitative models to seek to identify companies that are attractively priced relative to their underlying business prospects, which we feel may be particularly well suited to the current environment.

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, 2009. In the case of Non-Service shares, performance is measured over a ten-fiscal-year period. In the case of Service shares, performance is measured from inception of the Class on July 16, 2001. 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 Russell 2000 Index, an unmanaged index of equity securities of small capitalization companies that is a measure of the small company market. The index performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. The Fund’s 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.

4 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	July 1, 2009		December 31, 2009		December 31, 2009

Actual
Non-Service shares	$	1,000.00	$	1,212.10	$	4.47
Service shares		1,000.00		1,210.20		5.86

Hypothetical (5% return before expenses)
Non-Service shares		1,000.00		1,021.17		4.08
Service shares		1,000.00		1,019.91		5.36


Class	Expense Ratios

Non-Service shares		0.80	%

Service shares		1.05

6 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Shares		Value

Common Stocks—98.4%
Consumer Discretionary—13.7%
Auto Components—0.2%
Cooper Tire & Rubber Co.		42,520	$	852,526
Spartan Motors, Inc.		21,937		123,505
Standard Motor Products, Inc.¹		28,980		246,910
Superior Industries International, Inc.		17,740		271,422

				1,494,363

Distributors—0.1%
Core-Mark Holding Co., Inc.¹		26,377		869,386
Diversified Consumer Services—1.3%
Capella Education Co.¹		74,220		5,588,766
Career Education Corp.¹		23,930		557,808
Corinthian Colleges, Inc.¹		53,900		742,203
Hillenbrand, Inc.		7,650		144,126
Jackson Hewitt Tax Service, Inc.¹		81,490		358,556
Lincoln Educational Services Corp.¹		20,440		442,935
Pre-Paid Legal Services, Inc.		15,921		654,035
Steiner Leisure Ltd.¹		31,616		1,257,052

				9,745,481

Hotels, Restaurants & Leisure—2.9%
AFC Enterprises, Inc.¹		30,432		248,325
Ambassadors Group, Inc.		29,420		390,992
Ameristar Casinos, Inc.		269,719		4,107,820
Bally Technologies, Inc.¹		109,670		4,528,274
Carrols Restaurant Group, Inc.¹		28,060		198,384
CEC Entertainment, Inc.¹		39,589		1,263,681
Cheesecake Factory, Inc. (The)¹		21,970		474,332
Chipotle Mexican Grill, Inc., Cl. A¹		26,100		2,300,976
International Speedway Corp., Cl. A		7,730		219,919
Jack in the Box, Inc.¹		218,837		4,304,524
P.F. Chang’s China Bistro, Inc.¹		43,140		1,635,437
Papa John’s International, Inc.¹		54,588		1,275,176
Speedway Motorsports, Inc.		29,919		527,173

				21,475,013

Household Durables—0.7%
American Greetings Corp., Cl. A		27,960		609,248
Blyth, Inc.		30,587		1,031,394
CSS Industries, Inc.		10,310		200,426
Helen of Troy Ltd.¹		17,840		436,366
Kid Brands, Inc.¹		36,410		159,476
La-Z-Boy, Inc.¹		46,000		438,380
National Presto Industries, Inc.		13,191		1,440,853
Tempur-Pedic International, Inc.¹		28,423		671,635

				4,987,778

Internet & Catalog Retail—0.5%
HSN, Inc.¹		28,426		573,921
NutriSystem, Inc.		23,038		718,094
Ticketmaster Entertainment, Inc.¹		164,480		2,009,946

				3,301,961

Leisure Equipment & Products—0.7%
Polaris Industries, Inc.		22,390		976,876
Pool Corp.		157,900		3,012,732
Smith & Wesson Holding Corp.¹		32,850		134,357
Sport Supply Group, Inc.		21,050		265,020
Sturm, Ruger & Co., Inc.		116,250		1,127,625

				5,516,610

Media—0.8%
Belo Corp., Cl. A		31,700		172,448
CTC Media, Inc.¹		26,990		402,151
Entercom Communications Corp.¹		24,140		170,670
Gannett Co., Inc.		25,170		373,775
Harte-Hanks, Inc.		61,765		665,827
Journal Communications, Inc.		47,430		184,503
Lee Enterprises, Inc.¹		124,500		432,015
Mediacom Communications Corp.¹		32,480		145,186
National CineMedia, Inc.		17,750		294,118
Scholastic Corp.		37,340		1,113,852
Sinclair Broadcast Group, Inc., Cl. A¹		126,253		508,800
Valassis Communications, Inc.¹		15,740		287,412
Value Line, Inc.		6,707		168,413
Wiley (John) & Sons, Inc., Cl. A		22,030		922,616

				5,841,786

Multiline Retail—0.6%
Big Lots, Inc.¹		44,097		1,277,931
Saks, Inc.¹		528,400		3,466,304

				4,744,235

Specialty Retail—3.9%
Aeropostale, Inc.¹		39,510		1,345,316
Barnes & Noble, Inc.		74,494		1,420,601
Big 5 Sporting Goods Corp.		9,465		162,609
Books-A-Million, Inc.		21,050		141,456
Borders Group, Inc.¹		42,612		50,282
Cabela’s, Inc.¹		85,193		1,214,852
Cato Corp., Cl. A		77,899		1,562,654
Children’s Place Retail Stores, Inc.¹		114,730		3,787,237
Destination Maternity Corp.¹		11,350		215,650
Dress Barn, Inc. (The)¹		59,294		1,369,691
Finish Line, Inc. (The), Cl. A		73,100		917,405
Group 1 Automotive, Inc.¹		28,600		810,810

F1 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Specialty Retail Continued
Gymboree Corp.¹		39,348	$	1,711,245
Jo-Ann Stores, Inc.¹		7,850		284,484
Jos. A. Banks Clothiers, Inc.¹		14,670		618,927
Kirkland’s, Inc.¹		109,573		1,903,283
Men’s Wearhouse, Inc. (The)		29,546		622,239
RadioShack Corp.		70,430		1,373,385
Rent-A-Center, Inc.¹		71,060		1,259,183
Signet Jewelers Ltd.¹		23,120		617,766
Stage Stores, Inc.		129,849		1,604,934
Tractor Supply Co.¹		118,340		6,267,286

				29,261,295

Textiles, Apparel & Luxury Goods—2.0%
Carter’s, Inc.¹		46,200		1,212,750
Deckers Outdoor Corp.¹		8,360		850,379
Fossil, Inc.¹		122,247		4,102,609
Perry Ellis International, Inc.¹		30,109		453,442
Phillips/Van Heusen Corp.		110,190		4,482,529
Steven Madden Ltd.¹		24,087		993,348
Timberland Co., Cl. A¹		91,085		1,633,154
UniFirst Corp.		15,394		740,605

				14,468,816

Consumer Staples—2.3%
Beverages—0.1%
Cott Corp.¹		93,860		769,652
Food & Staples Retailing—0.2%
Nash Finch Co.		8,870		328,988
Pantry, Inc. (The)¹		42,400		576,216
Weis Markets, Inc.		14,766		536,892

				1,442,096

Food Products—1.1%
Agria Corp., ADR¹		70,173		219,641
American Italian Pasta Co.¹		24,450		850,616
Cal-Maine Foods, Inc.		19,150		652,632
Darling International, Inc.¹		167,580		1,404,320
Fresh Del Monte Produce, Inc.¹		18,158		401,292
J&J Snack Foods Corp.		5,830		232,967
Lancaster Colony Corp.		15,250		757,925
Overhill Farms, Inc.¹		33,740		163,976
TreeHouse Foods, Inc.¹		93,160		3,620,198

				8,303,567

Household Products—0.2%
Central Garden & Pet Co., Cl. A¹		123,624		1,228,823
Personal Products—0.4%
American Oriental Bioengineering, Inc.¹		138,700		644,955
Herbalife Ltd.		45,790		1,857,700
Prestige Brands Holdings, Inc.¹		102,040		802,034

				3,304,689

Tobacco—0.3%
Alliance One International, Inc.¹		84,170		410,750
Universal Corp.		36,525		1,665,905

				2,076,655

Energy—4.5%
Energy Equipment & Services—2.0%
Acergy SA, Sponsored ADR		115,123		1,797,070
Basic Energy Services, Inc.¹		44,170		393,113
Bolt Technology Corp.¹		19,400		213,788
Cal Dive International, Inc.¹		106,860		807,862
Compagnie Generale de Geophysique-Veritas, Sponsored ADR¹		38,620		820,675
Complete Production Services, Inc.¹		59,630		775,190
Dawson Geophysical Co.¹		21,248		491,041
Geokinetics, Inc.¹		22,290		214,430
Gulfmark Offshore, Inc.¹		43,596		1,234,203
Matrix Service Co.¹		42,063		447,971
Oil States International, Inc.¹		46,040		1,808,912
Pioneer Drilling Co.¹		52,820		417,278
Rowan Cos., Inc.¹		24,690		558,982
Seacor Holdings, Inc.¹		18,370		1,400,713
T-3 Energy Services, Inc.¹		35,470		904,485
TGC Industries, Inc.¹		44,872		175,450
Tidewater, Inc.		28,132		1,348,929
Willbros Group, Inc.¹		86,481		1,458,934

				15,269,026

Oil, Gas & Consumable Fuels—2.5%
China Integrated Energy, Inc.¹		28,060		197,542
CVR Energy, Inc.¹		92,344		633,480
Dominion Resources Black Warrior Trust		14,340		205,779
Encore Acquisition Co.¹		5,656		271,601
Gulfport Energy Corp.¹		51,680		591,736
Holly Corp.		182,141		4,668,274
Inergy LP		86,400		3,082,752
MarkWest Energy Partners LP		184,318		5,394,988
Pengrowth Energy Trust		30,560		294,293
PrimeEnergy Corp.¹		5,544		201,746
Provident Energy Trust		36,830		247,498
Ship Finance International Ltd.		15,443		210,488

F2 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


	Shares		Value

Oil, Gas & Consumable Fuels Continued
Stone Energy Corp.¹		13,410	$	242,051
Teekay Tankers Ltd., Cl. A		65,506		558,766
World Fuel Services Corp.		57,560		1,542,032

				18,343,026

Financials—18.5%
Capital Markets—2.9%
BGC Partners, Inc., Cl. A		79,520		367,382
Fifth Street Finance Corp.		71,690		769,951
Gladstone Investment Corp.		43,320		197,539
Investment Technology Group, Inc.¹		17,130		337,461
Knight Capital Group, Inc., Cl. A¹		342,226		5,270,280
MF Global Ltd.¹		478,374		3,324,699
Oppenheimer Holdings, Inc., Cl. A, Non-Vtg.		15,370		510,591
optionsXpress Holdings, Inc.		177,100		2,736,195
Penson Worldwide, Inc.¹		55,632		504,026
Rodman & Renshaw Capital Group, Inc.¹		108,720		445,752
Stifel Financial Corp.¹		93,230		5,522,945
Tradestation Group, Inc.¹		60,478		477,171
Triangle Capital Corp.		17,120		206,981
W.P. Carey & Co. LLC		21,460		593,369
Waddell & Reed Financial, Inc., Cl. A		22,550		688,677

				21,953,019

Commercial Banks—2.8%
Alliance Financial Corp.		8,360		226,974
Banco Latinoamericano de Exportaciones SA, Cl. E		65,500		910,450
Banco Macro SA, ADR		30,495		907,531
Bancolombia SA, Sponsored ADR		22,800		1,037,628
Bank of Marin Bancorp		8,150		265,364
BBVA Banco Frances SA, ADR		31,613		198,846
CapitalSource, Inc.		312,150		1,239,236
Century Bancorp, Inc., Cl. A		9,290		204,659
First of Long Island Corp. (The)²		9,290		234,573
Hancock Holding Co.		91,400		4,002,406
IBERIABANK Corp.		59,900		3,223,219
International Bancshares Corp.		81,419		1,541,262
National Bankshares, Inc.²		7,127		201,623
Northrim BanCorp, Inc.		13,100		221,128
Oriental Financial Group, Inc.		118,301		1,277,651
Santander BanCorp¹		25,190		309,333
Sterling Bancshares, Inc.		464,600		2,383,398
Westamerica Bancorp		38,700		2,142,819

				20,528,100

Consumer Finance—1.3%
Advance America Cash Advance Centers, Inc.		154,090		856,740
Cash America International, Inc.		50,807		1,776,213
EZCORP, Inc., Cl. A¹		86,940		1,496,237
First Cash Financial Services, Inc.¹		69,992		1,553,122
Nelnet, Inc., Cl. A		66,986		1,154,169
Student Loan Corp. (The)		8,410		391,654
World Acceptance Corp.¹		66,658		2,388,356

				9,616,491

Diversified Financial Services—1.1%
Encore Capital Group, Inc.¹		26,720		464,928
Life Partners Holdings, Inc.		41,747		884,619
MSCI, Inc., Cl. A¹		158,740		5,047,932
Portfolio Recovery Associates, Inc.¹		34,304		1,539,564

				7,937,043

Insurance—4.8%
Allied World Assurance Holdings Ltd.		21,601		995,158
American Physicians Capital, Inc.		28,625		867,910
American Physicians Service Group, Inc.		7,750		178,793
American Safety Insurance Holdings Ltd.¹		13,830		199,844
Amerisafe, Inc.¹		66,358		1,192,453
AmTrust Financial Services, Inc.		97,508		1,152,545
Argo Group International Holdings Ltd.¹		30,520		889,353
Aspen Insurance Holdings Ltd.		57,510		1,463,630
CNA Surety Corp.¹		43,726		651,080
Conseco, Inc.¹		248,830		1,244,150
EMC Insurance Group, Inc.		9,600		206,496
Employers Holdings, Inc.		49,820		764,239
Endurance Specialty Holdings Ltd.		36,920		1,374,532
Enstar Group Ltd.¹		11,960		873,319
FBL Financial Group, Inc., Cl. A		32,700		605,604
First Mercury Financial Corp.		42,713		585,595
Flagstone Reinsurance Holdings Ltd.		73,130		800,042
FPIC Insurance Group, Inc.¹		20,200		780,124
Greenlight Capital Re Ltd., Cl. A¹		37,440		882,461
Hanover Insurance Group, Inc.		127,320		5,656,828
Harleysville Group, Inc.		17,610		559,822
Infinity Property & Casualty Corp.		33,464		1,359,977
MBIA, Inc.¹		106,640		424,427
Mercer Insurance Group, Inc.		11,550		209,864
Mercury General Corp.		16,710		656,035
Montpelier Re Holdings Ltd.		71,560		1,239,419

F3 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Insurance Continued
National Interstate Corp.		8,360	$	141,786
National Western Life Insurance Co., Cl. A		2,270		394,117
OneBeacon Insurance Group Ltd.		32,390		446,334
Platinum Underwriters Holdings Ltd.		38,650		1,479,909
PMA Capital Corp., Cl. A¹		49,320		310,716
ProAssurance Corp.¹		23,172		1,244,568
Safety Insurance Group, Inc.		35,389		1,282,143
Seabright Insurance Holdings, Inc.¹		17,330		199,122
StanCorp Financial Group, Inc.		41,212		1,649,304
Unitrin, Inc.		56,870		1,253,984
Universal Insurance Holdings, Inc.		75,190		441,365
Validus Holdings Ltd.		49,204		1,325,556

				35,982,604

Real Estate Investment Trusts—4.7%
Agree Realty Corp.		20,940		487,693
Associated Estates Realty Corp.		21,870		246,475
CBL & Associates Properties, Inc.		60,960		589,483
Chimera Investment Corp.		699,800		2,715,224
DiamondRock Hospitality Co.		57,190		484,399
Digital Realty Trust, Inc.		104,610		5,259,791
Equity Lifestyle Properties, Inc.		17,120		864,046
Hatteras Financial Corp.		125,690		3,514,292
Home Properties of New York, Inc.		35,518		1,694,564
Hospitality Properties Trust		20,320		481,787
HRPT Properties Trust		30,630		198,176
Kilroy Realty Corp.		14,030		430,300
LaSalle Hotel Properties		33,110		702,925
Liberty Property Trust		6,290		201,343
LTC Properties, Inc.		73,880		1,976,290
Mack-Cali Realty Corp.		24,870		859,756
Mid-America Apartment Communities, Inc.		127,749		6,167,722
Monmouth Real Estate Investment Corp., Cl. A		29,510		219,554
National Health Investors, Inc.		29,141		1,077,926
Nationwide Health Properties, Inc.		6,610		232,540
Newcastle Investment Corp.¹		60,349		126,129
Realty Income Corp.		1,578		40,886
Starwood Property Trust, Inc.		121,650		2,297,969
Tanger Factory Outlet Centers, Inc.		80,430		3,135,966
Walter Investment Management Corp.		84,480		1,210,598

				35,215,834

Real Estate Management & Development—0.3%
E-House China Holdings Ltd., ADS¹		43,220		783,146
FirstService Corp.¹		9,855		188,428
Forestar Group, Inc.¹		65,810		1,446,504

				2,418,078

Thrifts & Mortgage Finance—0.6%
First Defiance Financial Corp.		25,990		293,427
First Niagara Financial Group, Inc.		142,200		1,978,002
NASB Financial, Inc.		3,738		87,058
Northwest Bancshares, Inc.		71,600		810,512
OceanFirst Financial Corp.		50,710		573,023
United Financial Bancorp., Inc.		30,854		404,496

				4,146,518

Health Care—14.9%
Biotechnology—1.4%
Acorda Therapeutics, Inc.¹		99,300		2,504,346
Cubist Pharmaceuticals, Inc.¹		9,600		182,112
Indevus Pharmaceuticals, Inc.^1,2		2,500		25
Martek Biosciences Corp.¹		75,137		1,423,095
PDL BioPharma, Inc.		177,362		1,216,703
Savient Pharmaceuticals, Inc.¹		307,045		4,178,882
Sinovac Biotech Ltd.¹		109,060		690,350

				10,195,513

Health Care Equipment & Supplies—4.2%
American Medical Systems Holdings, Inc.¹		59,960		1,156,628
Atrion Corp.		3,638		566,509
Dexcom, Inc.¹		20,400		164,832
Greatbatch, Inc.¹		108,800		2,092,224
Hill-Rom Holdings, Inc.		59,727		1,432,851
Integra LifeSciences Holdings Corp.¹		76,800		2,824,704
Invacare Corp.		52,101		1,299,399
Kensey Nash Corp.¹		30,058		766,479
Kinetic Concepts, Inc.¹		34,934		1,315,265
Masimo Corp.¹		55,540		1,689,527
Merit Medical Systems, Inc.¹		89,530		1,727,034
Natus Medical, Inc.¹		101,010		1,493,938
NuVasive, Inc.¹		143,060		4,575,059
Orthofix International NV¹		67,130		2,079,016
Quidel Corp.¹		44,870		618,309
Sirona Dental Systems, Inc.¹		7,970		252,968
Steris Corp.		50,710		1,418,359
SurModics, Inc.¹		22,221		503,528
Symmetry Medical, Inc.¹		81,070		653,424

F4 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


	Shares		Value

Health Care Equipment & Supplies Continued
Thoratec Corp.¹		53,700	$	1,445,604
Utah Medical Products, Inc.		7,320		214,622
Volcano Corp.¹		154,400		2,683,472
Young Innovations, Inc.		8,050		199,479

				31,173,230

Health Care Providers & Services—7.3%
Alliance HealthCare Services, Inc.¹		22,190		126,705
Allied Healthcare International, Inc.¹		72,150		209,957
Amedisys, Inc.¹		28,410		1,379,590
America Service Group, Inc.		31,360		497,683
American Dental Partners, Inc.¹		14,950		192,855
AMN Healthcare Services, Inc.¹		66,896		606,078
AmSurg Corp.¹		74,890		1,649,078
Centene Corp.¹		72,412		1,532,962
Chemed Corp.		26,872		1,289,050
Community Health Systems, Inc.¹		19,582		697,119
Continucare Corp.¹		68,900		301,093
CorVel Corp.¹		4,750		159,315
Emergency Medical Services LP, Cl. A¹		24,020		1,300,683
Ensign Group, Inc. (The)		13,510		207,649
Genoptix, Inc.¹		86,391		3,069,472
Gentiva Health Services, Inc.¹		62,486		1,687,747
Health Management Associates, Inc., Cl. A¹		965,900		7,022,093
HEALTHSOUTH Corp.¹		67,310		1,263,409
Healthspring, Inc.¹		121,888		2,146,448
Healthways, Inc.¹		31,891		584,881
HMS Holdings Corp.¹		57,700		2,809,413
InVentiv Health, Inc.¹		56,216		909,013
Kindred Healthcare, Inc.¹		21,500		396,890
LHC Group, Inc.¹		47,610		1,600,172
LifePoint Hospitals, Inc.¹		29,671		964,604
Lincare Holdings, Inc.¹		45,624		1,693,563
Magellan Health Services, Inc.¹		36,570		1,489,496
MEDNAX, Inc.¹		77,752		4,673,673
Metropolitan Health Networks, Inc.¹		97,890		194,801
Molina Healthcare, Inc.¹		56,536		1,292,978
Nighthawk Radiology Holdings, Inc.¹		74,170		335,990
NovaMed Eyecare, Inc.¹		48,280		187,326
Odyssey Healthcare, Inc.¹		88,150		1,373,377
PharMerica Corp.¹		87,743		1,393,359
PSS World Medical, Inc.¹		1,370		30,921
RehabCare Group, Inc.¹		56,825		1,729,185
Res-Care, Inc.¹		36,042		403,670
Sun Healthcare Group, Inc.¹		322,042		2,953,125
Triple-S Management Corp., Cl. B¹		61,882		1,089,123
U.S. Physical Therapy, Inc.¹		29,075		492,240
Universal Health Services, Inc., Cl. B		20,842		635,681
VCA Antech, Inc.¹		16,996		423,540
Virtual Radiologic Corp.¹		15,780		201,353
WellCare Health Plans, Inc.¹		22,650		832,614

				54,029,974

Health Care Technology—0.3%
MedAssets, Inc.¹		115,800		2,456,118
Life Sciences Tools & Services—0.5%
Bruker Corp.¹		28,550		344,313
Cambrex Corp.¹		77,770		433,957
eResearch Technology, Inc.¹		123,420		741,754
Harvard Bioscience, Inc.¹		56,220		200,705
ICON plc, Sponsored ADR¹		36,100		784,453
Kendle International, Inc.¹		59,890		1,096,586

				3,601,768

Pharmaceuticals—1.2%
Biovail Corp.		55,690		777,432
Cornerstone Therapeutics, Inc.¹		36,000		219,600
Endo Pharmaceuticals Holdings, Inc.¹		31,702		650,208
Impax Laboratories, Inc.¹		43,630		593,368
K-V Pharmaceutical Co., Cl. A¹		97,680		358,486
King Pharmaceuticals, Inc.¹		80,978		993,600
Medicis Pharmaceutical Corp., Cl. A		24,286		656,936
Par Pharmaceutical Cos., Inc.¹		16,620		449,737
Perrigo Co.		44,530		1,774,075
Questcor Pharmaceuticals, Inc.¹		307,488		1,460,568
Valeant Pharmaceuticals International, Inc.¹		38,180		1,213,742

				9,147,752

Industrials—15.7%
Aerospace & Defense—1.5%
BE Aerospace, Inc.¹		265,218		6,232,623
Ceradyne, Inc.¹		67,410		1,294,946
Cubic Corp.		16,700		622,910
DynCorp International, Inc., Cl. A¹		83,833		1,203,004
Gencorp, Inc.¹		93,760		656,320
Triumph Group, Inc.		28,660		1,382,845

				11,392,648

F5 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Air Freight & Logistics—0.8%
Atlas Air Worldwide Holdings, Inc.¹		15,370	$	572,533
Hub Group, Inc., Cl. A¹		197,180		5,290,339

				5,862,872

Airlines—0.5%
Allegiant Travel Co.¹		22,390		1,056,136
Hawaiian Holdings, Inc.¹		136,138		952,966
Pinnacle Airlines Corp.¹		29,510		203,029
Republic Airways Holdings, Inc.¹		96,459		712,832
SkyWest, Inc.		68,990		1,167,311

				4,092,274

Building Products—0.5%
Aaon, Inc.		32,665		636,641
Ameron International Corp.		18,234		1,157,130
Apogee Enterprises, Inc.		97,434		1,364,076
Gibraltar Industries, Inc.¹		29,290		460,732
NCI Building Systems, Inc.¹		77,060		139,479
Universal Forest Products, Inc.		10,313		379,622

				4,137,680

Commercial Services & Supplies—2.2%
American Reprographics Co.¹		123,396		865,006
ATC Technology Corp.¹		54,163		1,291,788
Brink’s Co. (The)		24,330		592,192
Consolidated Graphics, Inc.¹		12,790		447,906
Courier Corp.		2,914		41,525
Deluxe Corp.		89,546		1,324,385
EnergySolutions, Inc.		254,400		2,159,856
Ennis, Inc.		31,150		523,009
G&K Services, Inc., Cl. A		28,780		723,241
M&F Worldwide Corp.¹		12,842		507,259
Miller (Herman), Inc.		63,790		1,019,364
North American Galvanizing & Coating, Inc.¹		45,580		221,063
R. R. Donnelley & Sons Co.		76,240		1,697,865
Sykes Enterprises, Inc.¹		29,223		744,310
Team, Inc.¹		25,990		488,872
Waste Connections, Inc.¹		103,420		3,448,023

				16,095,664

Construction & Engineering—1.4%
Baker (Michael) Corp.¹		20,813		861,658
Comfort Systems USA, Inc.		117,662		1,451,949
Dycom Industries, Inc.¹		136,770		1,098,263
EMCOR Group, Inc.¹		67,160		1,806,604
Pike Electric Corp.¹		35,180		326,470
Primoris Services Corp.		27,960		222,841
Sterling Construction Co., Inc.¹		23,930		458,977
Tutor Perini Corp.¹		219,723		3,972,592

				10,199,354

Electrical Equipment—2.1%
AZZ, Inc.¹		30,430		995,061
Encore Wire Corp.		52,275		1,101,434
EnerSys, Inc.¹		75,328		1,647,423
GT Solar International, Inc.¹		133,690		743,316
Harbin Electric, Inc.¹		90,540		1,859,692
Hubbell, Inc., Cl. B		37,030		1,751,519
Powell Industries, Inc.¹		39,710		1,252,056
Regal-Beloit Corp.		65,030		3,377,658
Smith (A.O.) Corp.		19,480		845,237
Thomas & Betts Corp.¹		50,379		1,803,064

				15,376,460

Industrial Conglomerates—0.4%
Carlisle Cos., Inc.		43,090		1,476,263
Tredegar Corp.		77,681		1,228,913

				2,705,176

Machinery—3.8%
Altra Holdings, Inc.¹		27,367		337,982
American Railcar Industries, Inc.		19,290		212,576
Ampco-Pittsburgh Corp.		22,190		699,651
Chart Industries, Inc.¹		73,061		1,209,160
Colfax Corp.¹		98,984		1,191,767
EnPro Industries, Inc.¹		80,833		2,134,800
Force Protection, Inc.¹		90,241		470,156
Freightcar America, Inc.		61,600		1,221,528
Gardner Denver, Inc.		144,006		6,127,455
Graco, Inc.		142,200		4,062,654
Harsco Corp.		13,240		426,725
K-Tron International, Inc.¹		2,224		241,838
Lincoln Electric Holdings, Inc.		14,941		798,746
Mueller Industries, Inc.		76,020		1,888,337
Oshkosh Corp.		6,910		255,877
Portec Rail Products, Inc.		22,251		238,308
Timken Co.		32,930		780,770
Toro Co. (The)		31,800		1,329,558
Wabtec Corp.		93,050		3,800,162
Watts Water Technologies, Inc., Cl. A		19,300		596,756

				28,024,806

F6 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


	Shares		Value

Marine—0.2%
Diana Shipping, Inc.¹		49,140	$	711,547
Kirby Corp.¹		12,430		432,937
Safe Bulkers, Inc.		75,670		662,869

				1,807,353

Professional Services—0.7%
GP Strategies Corp.¹		27,640		208,129
Resources Connection, Inc.¹		73,847		1,567,033
School Specialty, Inc.¹		72,670		1,699,751
Spherion Corp.¹		67,273		378,074
VSE Corp.		10,010		451,251
Watson Wyatt & Co. Holdings		18,532		880,641

				5,184,879

Road & Rail—1.2%
Avis Budget Group, Inc.¹		168,030		2,204,554
Dollar Thrifty Automotive Group, Inc.¹		51,220		1,311,744
Old Dominion Freight Line, Inc.¹		177,110		5,437,277

				8,953,575

Trading Companies & Distributors—0.4%
Aircastle Ltd.		23,600		232,460
DXP Enterprises, Inc.¹		15,697		205,160
Genesis Lease Ltd., ADS		8,120		72,512
Houston Wire & Cable Co.		37,728		448,963
Interline Brands, Inc.¹		14,530		250,933
WESCO International, Inc.¹		58,270		1,573,873

				2,783,901

Information Technology—20.3%
Communications Equipment—3.6%
ADTRAN, Inc.		35,310		796,241
Arris Group, Inc.¹		451,030		5,155,273
Black Box Corp.		27,165		769,856
Blue Coat Systems, Inc.¹		304,708		8,696,366
Comtech Telecommunications Corp.¹		125,700		4,405,785
InterDigital, Inc.¹		26,100		692,694
Ituran Location and Control Ltd.		15,741		202,114
Netgear, Inc.¹		33,662		730,129
Oplink Communications, Inc.¹		16,974		278,204
Plantronics, Inc.		48,214		1,252,600
Polycom, Inc.¹		111,800		2,791,646
Sierra Wireless, Inc.¹		80,130		849,378

				26,620,286

Computers & Peripherals—1.3%
China Digital TV Holding Co. Ltd., ADR		33,830		206,025
Diebold, Inc.		13,200		375,540
NCR Corp.¹		51,390		571,971
QLogic Corp.¹		90,440		1,706,603
Rimage Corp.¹		12,280		212,935
STEC, Inc.¹		59,910		978,929
Synaptics, Inc.¹		174,690		5,354,249

				9,406,252

Electronic Equipment & Instruments—1.6%
Anixter International, Inc.¹		18,250		859,575
Benchmark Electronics, Inc.¹		92,639		1,751,803
Cogent, Inc.¹		44,250		459,758
Insight Enterprises, Inc.¹		88,466		1,010,282
Multi-Fineline Electronix, Inc.¹		55,402		1,571,755
PC Connection, Inc.¹		5,520		37,260
PC Mall, Inc.¹		30,330		158,323
ScanSource, Inc.¹		48,308		1,289,824
Spectrum Control, Inc.¹		25,790		244,231
SYNNEX Corp.¹		49,743		1,525,120
Tech Data Corp.¹		40,868		1,906,901
Technitrol, Inc.		46,940		205,597
TTM Technologies, Inc.¹		90,970		1,048,884

				12,069,313

Internet Software & Services—1.9%
DivX, Inc.¹		17,800		100,392
EarthLink, Inc.		185,108		1,538,247
GigaMedia Ltd.¹		252,860		826,852
j2 Global Communications, Inc.¹		200,965		4,089,638
Perficient, Inc.¹		23,820		200,803
Saba Software, Inc.¹		52,090		215,653
SkillSoft plc, ADR¹		60,800		637,184
Sohu.com, Inc.¹		9,640		552,179
United Online, Inc.		117,672		846,062
ValueClick, Inc.¹		125,710		1,272,185
VistaPrint NV¹		66,163		3,748,796
Web.com Group, Inc.¹		16,280		106,308

				14,134,299

IT Services—4.5%
Acxiom Corp.¹		148,450		1,992,199
Broadridge Financial Solutions, Inc.		76,728		1,730,984
CACI International, Inc., Cl. A¹		99,500		4,860,575
Cass Information Systems, Inc.		2,230		67,792

F7 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares		Value

IT Services Continued
Convergys Corp.¹		108,627	$	1,167,740
CSG Systems International, Inc.¹		69,031		1,317,802
DST Systems, Inc.¹		31,134		1,355,886
Forrester Research, Inc.¹		16,110		418,055
Gartner, Inc.¹		70,610		1,273,804
Global Cash Access, Inc.¹		97,785		732,410
iGate Corp.		31,716		317,160
Lender Processing Services, Inc.		75,880		3,085,281
Ness Technologies, Inc.¹		76,640		375,536
NeuStar, Inc., Cl. A¹		217,228		5,004,933
Patni Computer Systems Ltd., ADR		47,240		966,058
Satyam Computer Services Ltd., ADR¹		161,020		742,302
Syntel, Inc.		13,838		526,259
TeleTech Holdings, Inc.¹		94,516		1,893,155
Telvent GIT SA		20,730		808,055
TNS, Inc.¹		42,660		1,095,935
Unisys Corp.¹		31,500		1,214,640
Virtusa Corp.¹		75,300		682,218
Wright Express Corp.¹		49,010		1,561,459

				33,190,238

Semiconductors & Semiconductor Equipment—3.2%
Amkor Technology, Inc.¹		30,020		214,943
Atheros Communications, Inc.¹		122,600		4,197,824
Himax Technologies, Inc.		181,050		501,509
Mellanox Technologies Ltd.¹		17,090		322,317
Micrel, Inc.		132,917		1,089,919
Netlogic Microsystems, Inc.¹		86,950		4,022,307
Semtech Corp.¹		239,439		4,072,857
Sigma Designs, Inc.¹		48,870		522,909
Silicon Motion Technology Corp., ADR¹		32,707		111,531
Skyworks Solutions, Inc.¹		256,820		3,644,276
Tessera Technologies, Inc.¹		39,359		915,884
Varian Semiconductor Equipment Associates, Inc.¹		107,359		3,852,041
Volterra Semiconductor Corp.¹		28,980		554,098

				24,022,415

Software—4.2%
Actuate Corp.¹		111,460		477,049
Blackboard, Inc.¹		38,610		1,752,508
Changyou.com Ltd., ADR¹		6,290		208,891
Compuware Corp.¹		160,458		1,160,111
Concur Technologies, Inc.¹		56,280		2,405,970
Double-Take Software, Inc.¹		27,700		276,723
FactSet Research Systems, Inc.		75,582		4,978,586
Fair Isaac Corp.		75,431		1,607,435
Fortinet, Inc.¹		14,630		257,049
Giant Interactive Group, Inc., ADR		65,800		461,916
Henry (Jack) & Associates, Inc.		24,704		571,156
i2 Technologies, Inc.¹		44,110		843,383
Informatica Corp.¹		50,260		1,299,724
JDA Software Group, Inc.¹		25,500		649,485
Manhattan Associates, Inc.¹		55,155		1,325,375
MICROS Systems, Inc.¹		12,720		394,702
MicroStrategy, Inc., Cl. A¹		18,756		1,763,439
Monotype Imaging Holdings, Inc.¹		25,890		233,787
Net 1 UEPS Technologies, Inc.¹		89,680		1,741,586
Novell, Inc.¹		23,490		97,484
Perfect World Co. Ltd.¹		25,960		1,023,862
Pervasive Software, Inc.¹		37,750		181,955
Quest Software, Inc.¹		85,230		1,568,232
S1 Corp.¹		109,560		714,331
SonicWALL, Inc.¹		96,700		735,887
Sybase, Inc.¹		22,000		954,800
TIBCO Software, Inc.¹		342,530		3,298,564
Websense, Inc.¹		37,490		654,575

				31,638,565

Materials—5.0%
Chemicals—2.0%
Ashland, Inc.		32,799		1,299,496
Cabot Corp.		9,290		243,677
Cytec Industries, Inc.		72,281		2,632,474
Hawkins, Inc.		25,780		562,777
Innophos Holdings, Inc.		76,770		1,764,942
Innospec, Inc.		14,540		146,709
KMG Chemicals, Inc.		16,710		249,815
Koppers Holdings, Inc.		4,136		125,900
LSB Industries, Inc.¹		42,271		596,021
Minerals Technologies, Inc.		29,684		1,616,887
NewMarket Corp.		9,840		1,129,337
Omnova Solutions, Inc.¹		63,330		388,213
PolyOne Corp.¹		96,750		722,723
Schulman (A.), Inc.		51,700		1,043,306
Spartech Corp.		53,051		544,303
Stepan Co.		8,150		528,202
W.R. Grace & Co.¹		35,810		907,784

				14,502,566

F8 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


	Shares			Value

Construction Materials—0.5%
Eagle Materials, Inc.		139,560		$	3,635,538
Containers & Packaging—1.1%
AEP Industries, Inc.¹		18,365			703,012
Boise, Inc.¹		84,480			448,589
Bway Holding Co.¹		38,114			732,551
Myers Industries, Inc.		61,680			561,288
Packaging Corp. of America		206,740			4,757,087
Rock-Tenn Co., Cl. A		24,959			1,258,183

					8,460,710

Metals & Mining—1.1%
Century Aluminum Co.¹		117,500			1,902,325
Compass Minerals International, Inc.		73,090			4,910,917
Mesabi Trust		13,790			176,512
Redcorp Ventures Ltd., Legend Shares^1,2		666,400			3,186
Thompson Creek Metals Co., Inc.¹		112,820			1,322,250

					8,315,190

Paper & Forest Products—0.3%
Buckeye Technologies, Inc.¹		82,410			804,322
Clearwater Paper Corp.¹		13,880			762,984
Domtar Corp.¹		6,850			379,559
KapStone Paper & Packing Corp.¹		52,510			517,224

					2,464,089

Telecommunication Services—0.4%
Diversified Telecommunication Services—0.3%
Atlantic Tele-Network, Inc.		4,449			244,739
Cincinnati Bell, Inc.¹		480,672			1,658,318
Hickory Tech Corp.		24,450			215,894
Nortel Inversora SA, Sponsored ADR¹		13,930			208,950

					2,327,901

Wireless Telecommunication Services—0.1%
USA Mobility, Inc.		79,212			872,124
Utilities—3.1%
Electric Utilities—1.0%
Cleco Corp.		73,000			1,995,090
Companhia Paranaense de Energia-Copel, Sponsored ADR		87,951			1,886,549
El Paso Electric Co.¹		44,480			902,054
Empresa Distribuidora y Comercializadora Norte SA, ADR¹		28,270			223,333
Westar Energy, Inc.		119,400			2,593,368

					7,600,394

Energy Traders—0.2%
Calpine Corp.¹		9,100			100,100
Mirant Corp.¹		83,860			1,280,542

					1,380,642

Gas Utilities—1.0%
AGL Resources, Inc.		44,240			1,613,433
Atmos Energy Corp.		54,940			1,615,236
Chesapeake Utilities Corp.		5,160			165,378
Laclede Group, Inc. (The)		12,490			421,787
New Jersey Resources Corp.		37,421			1,399,545
Nicor, Inc.		19,980			841,158
Southwest Gas Corp.		45,900			1,309,527

					7,366,064

Multi-Utilities—0.5%
Avista Corp.		36,490			787,819
NorthWestern Corp.		126,449			3,290,203

					4,078,022

Water Utilities—0.4%
Aqua America, Inc.		168,800			2,955,677

Total Common Stocks (Cost $624,546,465)					732,503,227

Investment Companies—1.8%
Apollo Investment Corp.		83,320			794,040
Ares Capital Corp.		40,288			501,586
ASA Ltd.		1,123			86,976
BlackRock Kelso Capital Corp.		28,270			240,860
Gladstone Capital Corp.		70,558			543,297
Hercules Technology Growth Capital, Inc.		136,377			1,416,957
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^3,4		263,497			263,497
MCG Capital Corp.¹		98,070			423,662
NGP Capital Resources Co.		28,570			232,274
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%^3,5		6,595,140			6,595,140
PennantPark Investment Corp.		64,478			575,144
Prospect Capital Corp.		97,512			1,151,617
TICC Capital Corp.		50,370			304,739


Total Investment Companies (Cost $12,337,101)					13,129,789

Total Investments, at Value (Cost $636,883,566)		100.2	%		745,633,016
Liabilities in Excess of Other Assets		(0.2	)		(1,471,750	)

Net Assets		100.0	%	$	744,161,266

F9 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments

1.		Non-income producing security.

2.		Illiquid security. The aggregate value of illiquid securities as of December 31, 2009 was $439,407, which represents 0.06% of the Fund’s net assets. See Note 6 of accompanying Notes.

3.		Rate shown is the 7-day yield as of December 31, 2009.

4.		Interest rate is less than 0.0005%.

5.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares		Gross		Gross		Shares
	December 31, 2008		Additions		Reductions		December 31, 2009

OFI Liquid Assets Fund, LLC		65,710,173		292,370,758		358,080,931		—
Oppenheimer Institutional Money Market Fund, Cl. E		6,344,806		279,898,173		279,647,839		6,595,140


	Value		Income

OFI Liquid Assets Fund, LLC	$	—	$	799,148	^a
Oppenheimer Institutional Money Market Fund, Cl. E		6,595,140		51,276

	$	6,595,140	$	850,424


a.		Net of compensation to the securities lending agent and rebates paid to the borrowing counterparties.

Valuation Inputs

	1)		Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

	2)		Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

	3)		Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:


					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	101,706,724	$	—	$	—	$	101,706,724
Consumer Staples		17,125,482		—		—		17,125,482
Energy		33,612,052		—		—		33,612,052
Financials		137,797,687		—		—		137,797,687
Health Care		110,604,330		—		25		110,604,355
Industrials		116,616,642		—		—		116,616,642
Information Technology		151,081,368		—		—		151,081,368
Materials		37,374,907		—		3,186		37,378,093
Telecommunication Services		3,200,025		—		—		3,200,025
Utilities		23,380,799		—		—		23,380,799
Investment Companies		13,129,789		—		—		13,129,789

Total Assets	$	745,629,805	$	—	$	3,211	$	745,633,016

See accompanying Notes to Financial Statements.

F10 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $630,288,426)	$	739,037,876
Affiliated companies (cost $6,595,140)		6,595,140

		745,633,016
Receivables and other assets:
Dividends		856,830
Shares of beneficial interest sold		712,507
Investments sold		1,700
Other		12,864

Total assets		747,216,917

Liabilities
Payables and other liabilities:
Investments purchased		2,063,531
Distribution and service plan fees		400,076
Shares of beneficial interest redeemed		273,820
Shareholder communications		212,111
Transfer and shareholder servicing agent fees		61,914
Trustees’ compensation		9,100
Other		35,099

Total liabilities		3,055,651

Net Assets	$	744,161,266


Composition of Net Assets
Par value of shares of beneficial interest	$	52,065
Additional paid-in capital		899,758,500
Accumulated net investment income		3,373,950
Accumulated net realized loss on investments and foreign currency transactions		(267,772,699	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		108,749,450

Net Assets	$	744,161,266


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 $81,813,729 and 5,681,449 shares of beneficial interest outstanding)	$	14.40
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $662,347,537 and 46,383,987 shares of beneficial interest outstanding)	$	14.28

See accompanying Notes to Financial Statements.

F11 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2009


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $11,968)	$	9,542,038
Affiliated companies		51,276
Income from investment of securities lending cash collateral, net:
Unaffiliated companies		93,103
Affiliated companies		799,148
Interest		4,066

Total investment income		10,489,631

Expenses
Management fees		4,857,461
Distribution and service plan fees—Service shares		1,530,214
Transfer and shareholder servicing agent fees:
Non-Service shares		54,634
Service shares		437,044
Shareholder communications:
Non-Service shares		70,939
Service shares		613,905
Trustees’ compensation		26,215
Custodian fees and expenses		8,450
Other		66,282

Total expenses		7,665,144
Less waivers and reimbursements of expenses		(556,778	)

Net expenses		7,108,366

Net Investment Income		3,381,265

Realized and Unrealized Gain (Loss)
Net realized loss on:
Investments from unaffiliated companies		(133,062,028	)
Foreign currency transactions		(126,301	)

Net realized loss		(133,188,329	)
Net change in unrealized appreciation on:
Investments		345,818,161
Translation of assets and liabilities denominated in foreign currencies		403,244

Net change in unrealized appreciation		346,221,405

Net Increase in Net Assets Resulting from Operations	$	216,414,341

See accompanying Notes to Financial Statements.

F12 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended December 31,	2009			2008

Operations
Net investment income	$	3,381,265		$	4,647,051
Net realized loss		(133,188,329	)		(131,260,264	)
Net change in unrealized appreciation (depreciation)		346,221,405			(252,725,263	)

Net increase (decrease) in net assets resulting from operations		216,414,341			(379,338,476	)

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(605,525	)		(406,564	)
Service shares		(4,276,612	)		(2,093,583	)

		(4,882,137	)		(2,500,147	)

Distributions from net realized gain:
Non-Service shares		—			(4,514,393	)
Service shares		—			(43,539,151	)

		—			(48,053,544	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		894,228			5,447,779
Service shares		(78,387,647	)		118,985,953

		(77,493,419	)		124,433,732

Net Assets
Total increase (decrease)		134,038,785			(305,458,435	)
Beginning of period		610,122,481			915,580,916

End of period (including accumulated net investment income of $3,373,950 and $4,880,816, respectively)	$	744,161,266		$	610,122,481

See accompanying Notes to Financial Statements.

F13 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

FINANCIAL HIGHLIGHTS


Non-Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	10.65		$	18.20		$	19.15		$	17.18		$	16.05

Income (loss) from investment operations:
Net investment income¹		.08			.12			.09			.08			.04
Net realized and unrealized gain (loss)		3.78			(6.73	)		(.30	)		2.46			1.51

Total from investment operations		3.86			(6.61	)		(.21	)		2.54			1.55

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.11	)		(.08	)		(.06	)		(.03	)		—
Distributions from net realized gain		—			(.86	)		(.68	)		(.54	)		(.42	)

Total dividends and/or distributions to shareholders		(.11	)		(.94	)		(.74	)		(.57	)		(.42	)

Net asset value, end of period	$	14.40		$	10.65		$	18.20		$	19.15		$	17.18


Total Return, at Net Asset Value²		37.20	%		(37.83	)%		(1.21	)%		15.00	%		9.92	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	81,814		$	58,478		$	93,939		$	81,405		$	44,820

Average net assets (in thousands)	$	69,585		$	80,406		$	94,815		$	62,659		$	39,708

Ratios to average net assets:³
Net investment income		0.71	%		0.80	%		0.48	%		0.46	%		0.23	%
Total expenses		0.91	%⁴		0.75	%⁴		0.73	%⁴		0.77	%⁴		0.81	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.82	%		0.75	%		0.73	%		0.77	%		0.81	%

Portfolio turnover rate		140	%		130	%		115	%		110	%		110	%


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

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

3.		Annualized for periods less than one full year.

4.		Total Expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	0.91	%
Year Ended December 31, 2008	0.75	%
Year Ended December 31, 2007	0.73	%
Year Ended December 31, 2006	0.77	%

See accompanying Notes to Financial Statements.

F14 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	10.54		$	18.03		$	18.98		$	17.06		$	15.97

Income (loss) from investment operations:
Net investment income¹		.05			.08			.05			.04			—	²
Net realized and unrealized gain (loss)		3.76			(6.67	)		(.29	)		2.42			1.51

Total from investment operations		3.81			(6.59	)		(.24	)		2.46			1.51

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.07	)		(.04	)		(.03	)		—	²		—
Distributions from net realized gain		—			(.86	)		(.68	)		(.54	)		(.42	)

Total dividends and/or distributions to shareholders		(.07	)		(.90	)		(.71	)		(.54	)		(.42	)

Net asset value, end of period	$	14.28		$	10.54		$	18.03		$	18.98		$	17.06


Total Return, at Net Asset Value³		36.88	%		(38.00	)%		(1.39	)%		14.66	%		9.71	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	662,347		$	551,644		$	821,642		$	636,430		$	314,868

Average net assets (in thousands)	$	612,651		$	769,150		$	766,102		$	479,456		$	221,324

Ratios to average net assets:⁴
Net investment income		0.47	%		0.52	%		0.23	%		0.23	%		0.02	%
Total expenses		1.15	%⁵		0.99	%⁵		0.97	%⁵		1.00	%⁵		1.04	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.07	%		0.99	%		0.97	%		1.00	%		1.04	%

Portfolio turnover rate		140	%		130	%		115	%		110	%		110	%


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

2.		Less than $0.005 per share.

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

4.		Annualized for periods less than one full year.

5.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	1.15	%
Year Ended December 31, 2008	0.99	%
Year Ended December 31, 2007	0.97	%
Year Ended December 31, 2006	1.00	%

See accompanying Notes to Financial Statements.

F15 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Main Street Small Cap Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, 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. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

F16 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

There have been no significant changes to the fair valuation methodologies during the period.

F17 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

Significant Accounting Policies Continued

Net Unrealized

Appreciation Based

on Cost of Securities

Undistributed

Accumulated

and Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3

Tax Purposes

3,385,900

—

253,669,994

94,650,105

As of December 31, 2009, the Fund had $253,669,994 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, 2009, details of the capital loss carryforwards were as follows:


Expiring

2016	$	91,876,720
2017		161,793,274

Total	$	253,669,994

2.		During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

3.		During the fiscal year ended December 31, 2008, the Fund did not utilize any capital loss carryforward.

Accordingly, the following amounts have been reclassified for December 31, 2009. Net assets of the Fund were unaffected by the reclassifications.


		Reduction
Reduction		to Accumulated Net
to Accumulated Net		Realized Loss
Investment Income		on Investments

$	5,994	$	5,994

The tax character of distributions paid during the years ended December 31, 2009 and December 31, 2008 was as follows:


	Year Ended		Year Ended
	December 31, 2009		December 31, 2008

Distributions paid from:
Ordinary income	$	4,882,137	$	7,557,183
Long-term capital gain		—		42,996,508

Total	$	4,882,137	$	50,553,691

F18 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

table. 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	$	650,982,911

Gross unrealized appreciation	$	115,425,855
Gross unrealized depreciation		(20,775,750	)

Net unrealized appreciation	$	94,650,105

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.

F19 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

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, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Non-Service Shares
Sold		3,169,215		$	36,433,519			1,628,830		$	24,176,255
Dividends and/or distributions reinvested		83,752			605,525			326,974			4,920,957
Redeemed		(3,063,138	)		(36,144,816	)		(1,624,446	)		(23,649,433	)

Net increase		189,829		$	894,228			331,358		$	5,447,779


Service Shares
Sold		14,093,981		$	149,861,179			14,415,062		$	222,143,048
Dividends and/or distributions reinvested		592,905			4,262,989			3,047,035			45,492,232
Redeemed		(20,638,747	)		(232,511,815	)		(10,696,966	)		(148,649,327	)

Net increase (decrease)		(5,951,861	)	$	(78,387,647	)		6,765,131		$	118,985,953

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF and LAF, for the year ended December 31, 2009, were as follows:


	Purchases		Sales

Investment securities	$	930,003,724	$	1,002,571,378

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Over $800 million	0.60

F20 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

the Manager waived fees and/or reimbursed the Fund $59,921 and $487,552 for Non-Service and Service shares, respectively. This voluntary undertaking may be amended or withdrawn at any time.

Prior to May 1, 2009, OFS had voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

Foreign Currency Exchange Contracts

The Fund may enter into current and forward foreign currency exchange contracts for the purchase or sale of a foreign currency at a negotiated rate at a future date.

As of December 31, 2009, the Fund held no outstanding forward contracts.

Illiquid Securities

As of December 31, 2009, investments in securities included issues that are illiquid. Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. The Fund will not invest more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with an applicable footnote on the Statement of Investments.

7. Securities Lending

F21 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

Subsequent Events Evaluation

Pending Litigation

Other lawsuits have been filed since 2008 in various state and federal courts, by investors who made investments through an affiliate of the Manager, against the Manager and certain of its affiliates. Those lawsuits relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff “) and allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

F22 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Main Street Small Cap Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer Main Street Small Cap Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Main Street Small Cap Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
February 16, 2010

F23 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality, and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Matthew Ziehl and Raman Vardharaj, the portfolio managers for the Fund effective May 2009, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

8 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

historical performance to relevant market indices and to the performance of other small-cap core funds underlying variable insurance products. The Board noted that the Fund’s five-year performance was competitive with its peer group median although its one-year, three-year, and ten-year performance was below its peer group median. The Board considered the Manager’s assertion that overweight positions in the information technology sector and consumer discretionary sector contributed to the Fund’s underperformance in 2008. The Board noted the Fund’s recent improved performance, ranking in the top quintile during the four-month period ended April 30, 2009. The Board also noted a change to the Fund’s portfolio management team on May 19, 2009.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other small-cap core funds underlying variable insurance products. The Board noted that the Fund’s actual management fees and total expenses were lower than its peer group median. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because of the disparity among VA funds in how insurance companies may be compensated for the services they provide to shareholders, when comparing the expenses of the various VA funds it is most appropriate to focus on the total expenses rather than on the management fees. Accordingly, while the Board reviewed and considered all expenses in its consideration of the Advisory Agreement, it paid particular attention to total expenses. The Board considered that, effective May 1, 2009, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, will not exceed the annual rates of 0.80% for Non-Service shares and 1.05% for Service shares. This voluntary undertaking may be amended or withdrawn at any time without notice to shareholders.

9 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

10 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Funds, Length of Service, Age		the Funds Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 1999) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 1999) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1998) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1998) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

11 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Funds, Length of Service, Age		the Funds Complex Currently Overseen

Robert J. Malone, Trustee (since 2002) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2000) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and is an officer of 94 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Ziehl, Vardharaj, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite or until his or her resignation, retirement, death or removal.

Matthew P. Ziehl, Vice President and Portfolio Manager (since 2009) Age: 42		Vice President of the Manager (since May 2009). Prior to joining the Manager, a portfolio manager with RS Investment Management Co. LLC (October 2006-May 2009); a managing director at The Guardian Life Insurance Company of America (December 2001-October 2006) after Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC; a team leader and co-portfolio manager with Salomon Brothers Asset Management, Inc. for small growth portfolios (January 2001-December 2001). A portfolio manager and officer of 2 portfolios in the OppenheimerFunds complex.

12 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Funds, Length of Service, Age		the Funds Complex Currently Overseen

Raman Vardharaj, Vice President and Portfolio Manager (since 2009) Age: 38		Vice President of the Manager (since May 2009). Prior to joining the Manager, a sector manager and a senior quantitative analyst creating stock selection models, monitoring portfolio risks and analyzing portfolio performance across the RS Core Equity Team of RS Investment Management Co. LLC (October 2006-May 2009); a quantitative analyst at The Guardian Life Insurance Company of America (1998-October 2006) after Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. A portfolio manager and officer of 2 portfolios in the OppenheimerFunds complex.

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted,		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the
Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

13 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

OPPENHEIMER MONEY FUND/VA

Fund Objective. The Fund seeks maximum current income from investments in “money market” securities consistent with low capital risk and the maintenance of liquidity.

Current Yield


For the 7-Day Period Ended 12/31/09
With Compounding	0.01	%
Without Compounding	0.01
For the 12-Month Period Ended 12/31/09
With Compounding	0.32	%
Without Compounding	0.32

The performance data quoted represents past performance, which does not guarantee future results. Yields include dividends in a hypothetical investment for the periods shown. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s Manager has voluntarily undertaken to waive fees and/or reimburse expenses to the extent necessary to assist the Fund in attempting to maintain a positive yield. There is no guarantee that the Fund will maintain a positive yield. That undertaking may be amended or withdrawn at any time. The Fund’s performance 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. The Fund’s performance does not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.

Narrative by Carol Wolf, Portfolio Manager

During the 12-month reporting period ended December 31, 2009, the Fund produced a 0.32% yield with and without compounding. As of December 31, 2009, the Fund’s 7-day yield was 0.01%, with and without compounding.

Although money market yields remained near historical lows throughout 2009 as the Federal Reserve Board (the “Fed”) maintained an aggressively accommodative monetary policy, the Fund continued to preserve capital and maintain liquidity for its shareholders.

Economic and Market Environment

The good news is that the international banking system appears to have avoided the worst-case scenario feared by investors in the midst of the downturn. Toward the end of the first quarter of 2009, evidence emerged that the aggressive remedial measures adopted by the world’s monetary and government authorities—including low short-term interest rates, massive injections of liquidity into the banking system, the creation of enormous economic stimulus programs, and the rescues of troubled corporations—were proving effective. In the spring, a return of the three-month London Interbank Offered Rate (LIBOR) to less than one percent indicated that banks were again more willing to lend to one another. Lenders and borrowers breathed a sigh of relief, and global credit markets began to thaw. However, as of year-end, the banking system has not yet returned to pre-crisis conditions. The credit profiles of many banks remain under pressure as residential mortgage foreclosures have continued to mount and similar problems may be imminent in the commercial real estate market.

The U.S. and global economies also have shown signs of improvement but are not yet fully recovered. During the third quarter of 2009, U.S. Gross Domestic Product posted its first gain in more than a year, signaling that the deep and prolonged recession may have come to an end. Manufacturing activity has increased, the U.S. housing market appears to have slowed its decline and corporate earnings generally have been better than expected. However, the unemployment rate has remained stubbornly high, dampening consumer confidence. Indeed, the economic data currently points to a recovery that may be far milder than historical averages.

A number of the liquidity enhancements imposed by the Fed and U.S. government remain in place, suggesting that the economy and financial system are still fragile. Some programs, such as the Troubled Asset Relief Program (TARP) and the Term Asset-Backed Securities Loan Facility (TALF) currently are scheduled to remain in force into 2010 in support of troubled financial institutions. In addition, the Fed has indicated that short-term interest rates are likely to remain low for some time, and it has maintained other liquidity programs for its members. However, the apparent recovery of the commercial paper market led the U.S. Department of the Treasury to discontinue the Temporary Guarantee

2 | OPPENHEIMER MONEY FUND/VA

Program for Money Market Funds on September 19, 2009. This program was put in place following turmoil in the money markets stemming from the bankruptcy of investment bank Lehman Brothers.

Finally, although historically low short-term interest rates represented the primary market force affecting the money markets, supply-and-demand dynamics also played a role in 2009. The supply of eligible money market instruments decreased as the industry consolidated, some issuers failed to meet credit-quality standards and others turned to longer-term securities for their financing needs. At the same time, demand for short-term instruments intensified from cautious investors. These developments put additional downward pressure on money-market yields.

Portfolio Strategy

We maintained a conservative investment posture throughout 2009. We remained especially cautious with regard to credit quality, scrutinizing the financial condition of issuers on our approved list and, in some cases, limiting the maturities of instruments purchased from those issuers. For most of the year, we set the Fund’s weighted average maturity in a range that was somewhat shorter than industry averages. Although this defensive strategy sacrificed a small amount of yield available from longer-dated instruments, we believed it was the prudent course in a still-challenging market environment. Due to historically low yields on U.S. Treasury bills and repurchase agreements, we focused primarily on commercial paper from high-quality issuers. We also invested in variable-rate demand notes in the municipal securities market, where taxable and tax-exempt yields proved competitive with traditional money market instruments.

While we have been encouraged by the beginnings of an economic rebound and signs of recovery in global credit markets, we continue to be wary regarding credit quality. Credit markets have remained under stress, and we expect to see credit-rating downgrades for some entities, including states suffering from tax revenue shortfalls and even some nations burdened by unsustainable debt loads. In addition, we expect the Fed to keep rates near 0% as long as economic growth remains mild and inflationary pressures are subdued. The market also has experienced a degree of uncertainty in anticipation of new regulations from the U.S. Securities and Exchange Commission during the first quarter of 2010.

In light of the economic recovery, we recently have lengthened the Fund’s weighted average maturity to capture incrementally higher yields among longer-dated instruments. However, we intend to maintain a cautious stance with regard to credit quality. Indeed, placing a high priority on price stability and liquidity is central to what makes Oppenheimer Money Fund/VA part of The Right Way to Invest.

An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

3 | OPPENHEIMER MONEY FUND/VA

FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur ongoing costs, including management fees; service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio, and an assumed rate of return of 5% per year before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Beginning

Ending

Expenses

Account

Paid During

Value

6 Months Ended

July 1, 2009

December 31, 2009

Actual

1,000.00

1,000.20

2.22

Hypothetical
(5% return before expenses)

1,000.00

1,022.99

2.25

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The annualized expense ratio based on the 6-month period ended December 31, 2009 is as follows:

Expense Ratio
0.44%

The expense ratio reflects voluntary waivers or reimbursements of expenses by the Fund’s Manager that can be terminated at any time, without advance notice. The “Financial Highlights” table in the Fund’s financial statements, included in this report, also shows the gross expense ratio, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

4 | OPPENHEIMER MONEY FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Principal
	Amount		Value

Certificates of Deposit—15.4%
Yankee Certificates of Deposit—15.4%
Bank of Nova Scotia, Houston TX, 0.20%, 3/3/10	$	3,000,000	$	3,000,000
BNP Paribas, New York:
0.27%, 1/21/10		4,000,000		4,000,000
0.27%, 1/25/10		3,000,000		3,000,000
0.27%, 2/11/10		2,000,000		2,000,000
National Australia Bank, New York, 0.19%, 3/1/10		1,500,000		1,500,000
Nordea Bank Finland plc, New York:
0.25%, 1/13/10		2,000,000		2,000,000
0.25%, 1/15/10		4,500,000		4,500,000
Rabobank Nederland NV, New York:
0.65%, 2/18/10		2,000,000		2,000,000
0.72%, 7/26/10		2,000,000		2,000,000
0.95%, 6/23/10		1,000,000		1,000,000
1.05%, 4/30/10		2,900,000		2,905,238

Total Certificates of Deposit (Cost $27,905,238)				27,905,238
Direct Bank Obligations—16.9%
Bank of America NA, 0.20%, 3/17/10		650,000		650,000
Calyon North America, Inc., 0.15%, 2/3/10		2,000,000		1,999,734
CBA (Delaware) Finance:
0.18%, 2/22/10		2,500,000		2,499,350
0.20%, 2/10/10		1,500,000		1,499,667
0.20%, 3/2/10		2,000,000		1,999,367
Danske Corp., 0.18%, 2/5/10¹		1,300,000		1,299,773
National Australia Funding (Delaware), Inc.:
0.20%, 1/27/10¹		2,150,000		2,149,689
0.215%, 2/16/10¹		2,900,000		2,899,203
0.39%, 1/7/10¹		2,000,000		1,999,870
Nordea North America, Inc., 0.21%, 1/22/10		2,150,000		2,149,749
Societe Generale North America, Inc.:
0.15%, 1/5/10		2,400,000		2,399,944
0.215%, 1/20/10		4,000,000		3,999,546
Westpac Banking Corp., 0.21%, 4/1/10¹		5,000,000		4,997,375

Total Direct Bank Obligations (Cost $30,543,267)				30,543,267
Short-Term Notes—60.5%
Diversified Financial Services—3.0%
General Electric Capital Corp., 0.20%, 1/20/10		1,950,000		1,949,794
General Electric Capital Services, 0.22%, 1/28/10		3,500,000		3,499,423

				5,449,217
Food Products—2.9%
Nestle Capital Corp.:
0.50%, 3/15/10¹		2,000,000		1,997,567
0.51%, 3/16/10¹		3,300,000		3,296,541

				5,294,108
Insurance—1.1%
United of Omaha Life Insurance Co., 0.531%, 12/29/10^2,3		2,000,000		2,000,000
Leasing & Factoring—2.8%
Toyota Motor Credit Corp.:
0.20%, 3/5/10		2,000,000		1,999,300
0.21%, 3/4/10		3,000,000		2,998,915

				4,998,215
Municipal—14.9%
Allegheny Cnty., PA Industrial Development Authority Bonds, Union Electric Steel Corp., Series 1997, 0.29%, 1/4/10³		2,141,000		2,141,000
Chicago, IL Industrial Development Revenue Bonds, Freedman Seating Co. Project, Series 1998, 0.42%, 1/4/10³		1,335,000		1,335,000
Health Care Revenue Bonds, SFO Associates Project, Series 1994, 0.30%, 1/1/10³		2,200,000		2,200,000
IL Finance Authority Industrial Development Revenue Bonds, Freedman Seating Co. Project, Series 2005, 0.42%, 1/4/10³		1,795,000		1,795,000
Laurel Grocery Project Nts., Series 1999, 0.80%, 1/4/10³		1,235,000		1,235,000
Manassas, VA Industrial Development Authority Bonds, Aurora Flight Science, Series 2005, 0.35%, 1/1/10³		985,000		985,000
Miami-Dade Cnty., FL Industrial Development Authority, Airbus Service Co., Inc. Project, Series 98, 0.39%, 1/4/10³		1,000,000		1,000,000
PA Economic Finance Authority, Kovatch Mobile Project, Series 2009A, 0.26%, 1/4/10³		1,500,000		1,500,000
Phoenix Civic Improvement Corp. Wastewater System Revenue Bond Anticipation Nts., Series 2009, 0.33%, 2/5/10		2,000,000		2,000,000
Putnam Cnty., WV Solid Waste Disposal Revenue Bonds, FMC Corp., Series 1991, 0.47%, 2/1/10³		1,730,000		1,730,000
San Antonio, TX Industrial Development Authority Revenue Bonds, Tindall Corp. Project, Series 2008, 0.29%, 1/4/10³		3,600,000		3,600,000
Valdosta-Lowndes Cnty., GA Industrial Authority, Steeda Autosports, Inc. Project, Series 2008, 0.35%, 1/1/10³		1,000,000		1,000,000

F1 | OPPENHEIMER MONEY FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount			Value

Municipal Continued
Vigo Cnty., IN Economic Development Revenue Bonds, Republic Services, Inc. Project, Series 03, 0.32%, 1/4/10³	$	5,000,000		$	5,000,000
Whitehall, WI Industrial Development Revenue Bonds, Whitehall Specialties, 0.37%, 1/4/10³		500,000			500,000
Wright Brothers, Inc. Nts., Series 2005, 0.80%, 1/4/10³		985,000			985,000

					27,006,000
Personal Products—2.5%
Procter & Gamble International Funding SCA:
0.285%, 5/7/10^1,3		1,500,000			1,500,000
0.525%, 2/8/10^1,3		3,000,000			3,000,000

					4,500,000
Pharmaceuticals—2.8%
Roche Holdings, Inc., 1.26%, 2/25/10^3,4		5,000,000			5,000,000
Receivables Finance—19.5%
Barton Capital Corp.:
0.17%, 2/8/10¹		1,500,000			1,499,731
0.21%, 1/12/10¹		2,000,000			1,999,859
0.23%, 1/14/10¹		4,000,000			3,999,668
0.23%, 2/2/10¹		1,100,000			1,099,775
Chariot Funding LLC, 0.22%, 1/7/10⁴		600,000			599,978
Fairway Finance Corp.:
0.20%, 3/11/10¹		1,800,000			1,799,310
0.20%, 3/16/10¹		2,100,000			2,099,137
0.23%, 1/14/10¹		1,359,000			1,358,887
0.24%, 1/4/10¹		3,500,000			3,499,930
Gemini Securitization Corp., 0.22%, 2/9/10¹		4,000,000			3,999,047
Old Line Funding Corp.:
0.20%, 3/1/10¹		1,701,000			1,700,442
0.27%, 1/26/10¹		2,000,000			1,999,625
Park Avenue Receivables Co. LLC, 0.22%, 1/15/10¹		1,700,000			1,699,855
Ranger Funding Co. LLC, 0.20%, 3/12/10		1,000,000			999,611
Thunder Bay Funding LLC, 0.26%, 2/2/10⁴		3,832,000			3,831,114
Yorktown Capital LLC, 0.23%, 2/5/10¹		3,000,000			2,999,329

					35,185,298
Special Purpose Financial—8.8%
Crown Point Capital Co.:
0.50%, 1/5/10		3,000,000			2,999,833
0.50%, 1/8/10		3,000,000			2,999,708
FCAR Owner Trust I, 0.35%, 1/4/10		3,000,000			2,999,900
Lexington Parker Capital Co. LLC:
0.50%, 1/6/10¹		3,500,000			3,499,757
0.50%, 1/12/10¹		1,500,000			1,499,771
0.50%, 1/19/10¹		2,000,000			1,999,500

					15,998,469
U.S. Government Obligations—2.2%
Straight-A Funding LLC, Series I:
0.20%, 2/8/10		2,000,000			1,999,578
0.21%, 1/11/10		2,000,000			1,999,883

					3,999,461

Total Short-Term Notes (Cost $109,430,768)					109,430,768
U.S. Government Agencies—6.6%
Federal Home Loan Bank:
0.50%, 10/28/10-10/29/10		7,000,000			7,000,000
0.73%, 3/12/10³		4,000,000			4,000,000
3.125%, 11/12/10		1,000,000			1,022,334


Total U.S. Government Agencies (Cost $12,022,334)					12,022,334

Total Investments, at Value (Cost $179,901,607)		99.4	%		179,901,607
Other Assets Net of Liabilities		0.6			1,053,074

Net Assets		100.0	%	$	180,954,681

Footnotes to Statement of Investments

Short-term notes and direct bank obligations are generally traded on a discount basis; the interest rate shown is the discount rate received by the Fund at the time of purchase. Other securities normally bear interest at the rates shown.


1.		Security issued in an exempt transaction without registration under the Securities Act of 1933. Such securities amount to $59,893,641, or 33.10% of the Fund’s net assets, and have been determined to be liquid pursuant to guidelines adopted by the Board of Trustees.

2.		Illiquid security. The aggregate value of illiquid securities as of December 31, 2009 was $2,000,000, which represents 1.11% of the Fund’s net assets. See Note 4 of accompanying Notes.

3.		Represents the current interest rate for a variable or increasing rate security.

4.		Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $9,431,092 or 5.21% of the Fund’s net assets as of December 31, 2009.

F2 | OPPENHEIMER MONEY FUND/VA

Valuation Inputs

1) Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

3) Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:


					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value

Assets Table
Investments, at Value:
Certificates of Deposit	$	—	$	27,905,238	$	—	$	27,905,238
Direct Bank Obligations		—		30,543,267		—		30,543,267
Short-Term Notes		—		109,430,768		—		109,430,768
U.S. Government Agencies		—		12,022,334		—		12,022,334

Total Assets	$	—	$	179,901,607	$	—	$	179,901,607

See accompanying Notes to Financial Statements.

F3 | OPPENHEIMER MONEY FUND/VA

FINANCIAL HIGHLIGHTS


Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00

Income from investment operations-net investment income and net realized gain¹		—	²		.03			.05			.05			.03

Dividends and/or distributions to shareholders:
Dividends from net investment income		—	²		(.03	)		(.05	)		(.05	)		(.03	)
Distributions from net realized gain		—			—			—	²		—	²		—

Total dividends and/or distributions to shareholders		—	²		(.03	)		(.05	)		(.05	)		(.03	)

Net asset value, end of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00


Total Return³		0.32	%		2.78	%		4.98	%		4.71	%		2.86	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	180,955		$	243,356		$	189,749		$	171,521		$	173,162

Average net assets (in thousands)	$	218,079		$	212,564		$	181,271		$	171,118		$	186,453

Ratios to average net assets:⁴
Net investment income		0.35	%		2.72	%		4.86	%		4.61	%		2.80	%
Total expenses		0.57	%		0.50	%		0.50	%		0.49	%		0.48	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.48	%		0.50	%		0.50	%		0.49	%		0.48	%


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

2.		Less than $0.005 per share.

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

4.		Annualized for periods less than one full year.

See accompanying Notes to Financial Statements.

F7 | OPPENHEIMER MONEY FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Money Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek maximum current income from investments in “money market” securities consistent with low capital risk and the maintenance of liquidity. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities Valuation. Securities are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. If amortized cost is determined not to approximate market value, the fair value of the portfolio securities will be determined under procedures approved by the Fund’s Board of Trustees.

There have been no significant changes to the fair valuation methodologies during the period.

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 to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.


Undistributed Net	Undistributed		Accumulated Loss
Investment Income	Long-Term Gains		Carryforward^1,2

$61,455	$	—	$	—


1.		During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforwards.

2.		During the fiscal year ended December 31, 2008, the Fund utilized $2 of capital loss carryforward to offset capital gains realized in that fiscal year.

F8 | OPPENHEIMER MONEY FUND/VA

Accordingly, the following amounts have been reclassified for December 31, 2009. Net assets of the Fund were unaffected by the reclassifications.


		Reduction
Reduction		to Accumulated Net
to Accumulated Net		Realized Gain
Investment Loss		on Investments

$	1,386	$	1,386

The tax character of distributions paid during the years ended December 31, 2009 and December 31, 2008 was as follows:


	Year Ended		Year Ended
	December 31, 2009		December 31, 2008

Distributions paid from:
Ordinary income	$	765,999	$	5,787,153

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income distributions, if any, are declared daily and paid monthly. Capital gain distributions, if any, are declared and paid annually but may be paid at other times to maintain the net asset value per share at $1.00.

Investment Income. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

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.

F9 | OPPENHEIMER MONEY FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest. Transactions in shares of beneficial interest were as follows:


	Year Ended December 31, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Sold		66,197,591		$	66,197,591			163,835,502		$	163,835,502
Dividends and/or distributions reinvested		765,999			765,999			5,787,153			5,787,153
Redeemed		(129,375,328	)		(129,375,328	)		(116,015,165	)		(116,015,165	)

Net increase (decrease)		(62,411,738	)	$	(62,411,738	)		53,607,490		$	53,607,490

3. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $500 million	0.450	%
Next $500 million	0.425
Next $500 million	0.400
Over $1.5 billion	0.375

Waivers and Reimbursements of Expenses. The Manager has voluntarily undertaken to waive fees and/or reimburse expenses to the extent necessary to assist the Fund in attempting to maintain a positive yield. There is no guarantee that the Fund will maintain a positive yield. This undertaking may be amended or withdrawn at any time. During the year ended December 31, 2009, the Manager waived fees and/or reimbursed the Fund $135,299.

Effective May 1, 2009, the Manager has voluntarily undertaken to limit the Fund’s total annual operating expenses so that those expenses, as a percentage of daily net assets will not exceed the annual rate of 0.50%. This voluntary undertaking may be amended or withdrawn at any time. During the year ended December 31, 2009, the Manager waived fees and/or reimbursed the Fund $77,992.

Prior to May 1, 2009, OFS had voluntarily agreed to limit transfer and shareholder servicing agent fees to 0.35% of average annual net assets of the Fund.

4. Illiquid Securities

As of December 31, 2009, investments in securities included issues that are illiquid. Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. The Fund will not invest more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with an applicable footnote on the Statement of Investments.

5. Temporary Guarantee Program for Money Market Funds

The Fund’s Board of Trustees elected for the Fund to participate in the Temporary Guarantee Program for Money Market Funds (the “Program”) established by the U.S. Treasury Department. The Treasury Department accepted the Fund’s application to participate in the Program and entered into a Guarantee Agreement with the Fund dated as of September 19, 2008. The Fund also notified the Treasury Department of its intent to continue its participation in the Program through September 18, 2009. The Program could not be extended beyond September 18, 2009.

Under the Program, shareholders of the Fund as of the close of business on September 19, 2008 were guaranteed against loss in the event that the Fund’s net asset value fell below $0.995. The Program applied only to shareholders of record as of

F10 | OPPENHEIMER MONEY FUND/VA

the close of business on September 19, 2008. The number of shares covered by the Program was the lesser of (a) the number of shares of the Fund owned by the shareholder on September 19, 2008 or (b) the number of shares owned by the shareholder on the date the Fund’s net asset value fell below $0.995. If the number of shares of the Fund a shareholder held after September 19, 2008 fluctuated during the Program period due to purchases or redemptions of shares, any shares in excess of the amount held as of the close of business on September 19, 2008 would not have been covered.

The Fund paid a fee to participate in the Program’s initial term in the amount equal to 0.01% of the Fund’s net assets as of the close of business on September 19, 2008. The Fund paid a fee to continue its participation in the Program through April 30, 2009 in the amount of 0.015% of the Fund’s net assets as of the close of business on September 19, 2008. The Fund paid an additional fee to continue its participation in the Program through September 18, 2009 in the amount of 0.015% of the Fund’s net assets as of the close of business on September 19, 2008. Fees paid by the Fund to participate in the Program are shown as “Insurance expenses” on the Statement of Operations.

6. Subsequent Events Evaluation

7. Pending Litigation

Other lawsuits have been filed since 2008 in various state and federal courts, by investors who made investments through an affiliate of the Manager, against the Manager and certain of its affiliates. Those lawsuits relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff “) and allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

F11 | OPPENHEIMER MONEY FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Money Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer Money Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Money Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
February 16, 2010

F12 | OPPENHEIMER MONEY FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Carol Wolf the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

6 | OPPENHEIMER MONEY FUND/VA

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other money market funds underlying variable insurance products. The Board noted that the Fund’s actual management fees and total expenses were competitive with its peer group median. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because of the disparity among VA funds in how insurance companies may be compensated for the services they provide to shareholders, when comparing the expenses of the various VA funds it is most appropriate to focus on the total expenses rather than on the management fees. Accordingly, while the Board reviewed and considered all expenses in its consideration of the Advisory Agreement, it paid particular attention to total expenses. The Board also considered that, effective May 1, 2009, the Manager voluntarily agreed to cap total expenses at 0.50%. The Board also considered that, beginning January 1, 2009, the Manager agreed to waive and/or reimburse fees to the extent necessary to help maintain a positive yield.

Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.

7 | OPPENHEIMER MONEY FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

8 | OPPENHEIMER MONEY FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of
the Funds, Length of Service, Age		Portfolios in the Funds Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 1999) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 1999) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1990) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1996) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

9 | OPPENHEIMER MONEY FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of
the Funds, Length of Service, Age		Portfolios in the Funds Complex Currently Overseen

Robert J. Malone, Trustee (since 2002) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2000) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and is an officer of 94 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey, Wixted, and Ms. Wolf, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Carol E. Wolf, Vice President and Portfolio Manager (since 1998) Age: 58		Senior Vice President of the Manager (since June 2000) and of HarbourView Asset Management Corporation (since June 2003); Vice President of the Manager (June 1990-June 2000). A portfolio manager and officer of 5 portfolios in the OppenheimerFunds complex.

10 | OPPENHEIMER MONEY FUND/VA


Name, Position(s) Held with		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of
the Funds, Length of Service, Age		Portfolios in the Funds Complex Currently Overseen

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

11 | OPPENHEIMER MONEY FUND/VA

OPPENHEIMER STRATEGIC BOND FUND/VA

Fund Objective. The Fund seeks a high level of current income principally derived from interest on debt securities.

Portfolio Managers: Arthur P. Steinmetz, Krishna Memani¹, Joseph Welsh¹and Caleb Wong¹

Average Annual Total Returns
For the Periods Ended 12/31/09


	1-Year	5-Year	10-Year

Non-Service Shares	18.83%	4.30%	6.23%

Since

Inception

1-Year

5-Year

(3/19/01)

Service Shares

18.41%

4.04%

6.15%

Expense Ratios
For the Fiscal Year Ended 12/31/09


	Gross Expense	Net Expense
	Ratios	Ratios

Non-Service Shares	0.68%	0.65%
Service Shares	0.93	0.90

Effective April, 2009.

Portfolio Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on the total market value of investments.


Corporate Bonds & Notes—Top Ten Industries

Oil, Gas & Consumable Fuels	3.4	%
Commercial Banks	1.6
Media	1.5
Diversified Financial Services	1.4
Hotels, Restaurants & Leisure	1.1
Health Care Providers & Services	1.0
Wireless Telecommunication Services	0.9
Metals & Mining	0.9
Diversified Telecommunication Services	0.9
Electric Utilities	0.8

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on net assets.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

2 | OPPENHEIMER STRATEGIC BOND FUND/VA

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. For the 12-month period ended December 31, 2009, the Fund’s Non-Service shares provided a total return of 18.83%. In comparison, the Barclays Capital U.S. Aggregate Bond Index provided a total return of 5.93% and the Citigroup World Government Bond Index provided a total return of 2.55% during the period. Despite the Fund’s difficult first quarter of 2009, where returns were undermined by its holdings of commercial mortgage-backed securities (CMBS), it achieved superior relative performance over the remainder of 2009 and for the reporting period overall through overweight positions in international bonds and corporate securities—and correspondingly underweight exposure to U.S. Treasury securities.

Economic and Market Overview. 2009 began in the midst of a global banking crisis that sent shockwaves throughout the world’s fixed-income markets. Massive investment losses among multinational financial institutions nearly led to the collapse of the global banking system. With the flow of credit nearly frozen, consumers and businesses reined in spending and investment, exacerbating already weak U.S. and global economic environments. Unemployment rates surged higher, mortgage foreclosures soared and commodity prices plummeted in the worst recession since the 1930s.

Governments and central banks responded with injections of liquidity into their banking systems, sharply lower short-term interest rates and rescue packages for major corporations. In the United States, the Federal Reserve (the “Fed”) had reduced its target for the overnight federal funds rate to an all-time low of 0% to 0.25%, where it remained throughout the year. The Fed also engaged in massive purchases of U.S. government securities, particularly agency mortgage-backed securities and long-term Treasuries. The Fed separately supported the issuance of asset-backed securities collateralized by student loans, auto loans, credit card loans, and loans guaranteed by the Small Business Administration (SBA) through the Term Asset-Backed Securities Loan Facility (TALF). The U.S. government enacted the $787 billion American Recovery and Reinvestment Act of 2009 in an attempt to stimulate the economy by funding infrastructure construction, cutting taxes on businesses and consumers, and sending aid to recession-stressed state governments.

By early March 2009, evidence appeared that these aggressive remedial measures had helped stabilize the credit markets. Investors were cheered by this news, and they began to grow more tolerant of risks as they looked forward to a resumption of economic growth. As a result, some of the bond market sectors that had been most severely affected during the downturn began to rally.

This upward trend among riskier assets generally continued over the second half of the year, as the economic recovery—and historically low yields on money market instruments and U.S. Treasury securities—whetted investors’ appetites for risk. Despite rising default rates, robust investor demand fueled the highest annual returns in the high yield bond market’s history. The debt of sovereign governments in the world’s emerging markets also staged an impressive rebound. Even mortgage-backed securities, which were at the epicenter of the financial crisis, fared relatively well due to the U.S. government’s repurchase program. Conversely, U.S. Treasury securities gave back some of their 2008 gains as investors turned to higher yielding opportunities.

Portfolio Strategy. Despite a generally defensive investment posture, the Fund’s performance during the first quarter of 2009 was severely constrained by its holdings of CMBS. These investments carried investment-grade credit ratings, held seniority in their issuers’ capital structures and appeared to us to be attractively valued. Nonetheless, their value continued to plunge during the opening months of 2009 due to recession-related concerns regarding business trends in the commercial real estate market. Although we moved quickly to reduce the Fund’s exposure to these troubled securities, the damage to returns already had been done.

In an effort to manage risks in the recession, the Fund began 2009 with underweight exposure to high yield corporate bonds, which we regarded as vulnerable to economic weakness, and U.S. Treasury securities, which we believed were too richly valued in the wake of their 2008 gains. Instead, we established positions in investment-grade corporate bonds that, in our judgment, had been oversold during the bear market. This strategy sheltered the Fund from the full brunt of declines among U.S. government securities and helped the Fund participate in the rally of corporate bonds as investors rekindled their appetites for risk. In hindsight, however, returns would have been higher had we allocated more assets to the high yield market.

3 | OPPENHEIMER STRATEGIC BOND FUND/VA

FUND PERFORMANCE DISCUSSION

The Fund’s overweight exposure to international bonds contributed positively to its performance throughout the year. We established positions in local currency-denominated sovereign bonds in anticipation of weakness in the U.S. dollar stemming from a ballooning federal budget deficit and historically low interest rates. We also favored bond markets where yields were attractively high and were likely to moderate, creating potential for price gains. Indeed, the Fund’s holdings in Brazil, Turkey, Mexico and other emerging markets fared well as the emerging markets led international fixed-income markets higher during the rally. Within the developed markets, we responded tactically to signals from our quantitative model by investing in bonds to capture the benefits of anticipated changes in exchange rates. We also established positions in European markets where we believed interest rates still had room to fall.

As of the reporting period’s end, we have seen evidence of change in global fixed-income markets. As the worldwide economic recovery continues, we expect central banks, including the Fed, to lay the groundwork for higher short-term interest rates. In addition, in 2010, central banks and governments are likely to begin removing some of the liquidity programs that bolstered certain market sectors in 2009.

In our judgment, the possibility of higher U.S. interest rates could stem the decline of the U.S. dollar relative to other currencies as investors recommit capital to the U.S. market. Therefore, we have shifted the Fund’s focus in international fixed-income markets from currency-related opportunities to sovereign bonds with attractive current yields and the potential for high total returns. Among U.S. corporate securities, we have gradually reduced the Fund’s exposure to investment-grade corporate bonds in favor of high yield bonds, which we believe are likely to continue to benefit from a recovering economy, declining default rates and narrower yield differences relative to U.S. Treasury securities in 2010. Conversely, we continue to regard U.S. Treasury securities as relatively unattractive due to low current yields and the potential for rising interest rates. Indeed, identifying areas of the global bond market with the greatest potential under prevailing and expected market conditions is at the heart of what makes Oppenheimer Strategic Bond Fund/VA part of The Right Way to Invest.

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, 2009. In the case of Non-Service shares, performance is measured over a ten-fiscal-year period. In the case of Service shares, performance is measured from inception of the Class on March 19, 2001. 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 assumed that all dividends and capital gains distributions were reinvested in additional shares.

The Fund’s performance is compared to the performance of the Barclays Capital U.S. Aggregate Bond Index, an unmanaged index of U.S. corporate and government bonds, and to the Citigroup World Government Bond Index, an unmanaged index of debt securities of major foreign governments. The indices’ performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. 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 indices.

4 | OPPENHEIMER STRATEGIC BOND FUND/VA

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.


	Beginning	Ending	Expenses
	Account	Account	Paid During
	Value	Value	6 Months Ended
	July 1, 2009	December 31, 2009	December 31, 2009

Actual
Non-Service Shares	$ 1,000.00	$ 1,120.50	$ 3.48
Service Shares	1,000.00	1,118.50	4.82

Hypothetical (5% return before expenses)
Non-Service Shares	1,000.00	1,021.93	3.32
Service Shares	1,000.00	1,020.67	4.59


Class	Expense Ratios

Non-Service Shares		0.65	%
Service Shares		0.90

6 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Principal
	Amount		Value

Asset-Backed Securities—0.6%
AmeriCredit Prime Automobile Receivables Trust 2007-1, Automobile Receivables Nts., Series 2007-1, Cl. D, 5.62%, 9/8/14	$	1,319,000	$	1,175,662
Argent Securities Trust 2004-W8, Asset-Backed Pass-Through Certificates, Series 2004-W8, Cl. A2, 0.711%, 5/25/34¹		924,857		685,286
Argent Securities Trust 2006-M3, Asset-Backed Pass-Through Certificates, Series 2006-M3, Cl. A2B, 0.331%, 9/25/36¹		420,140		152,072
Bank of America Credit Card Trust, Credit Card Asset-Backed Certificates, Series 2006-A16, Cl. A16, 4.72%, 5/15/13		1,805,000		1,860,958
Capital Auto Receivables Asset Trust 2007-1, Automobile Asset-Backed Securities, Series 2007-1, Cl. B, 5.15%, 9/17/12		262,000		268,007
Capital One Auto Finance Trust, Automobile Receivables, Series 2006-C, Cl. A4, 0.263%, 5/15/13¹		1,180,886		1,166,909
Citigroup Mortgage Loan Trust, Inc. 2006-WFH3, Asset-Backed Pass-Through Certificates, Series 2006-WFH3, Cl. A2, 0.331%, 10/25/36¹		255,141		243,071
CNH Equipment Trust, Asset-Backed Certificates, Series 2009-B, Cl. A3, 2.97%, 3/15/13		1,890,000		1,918,333
Countrywide Home Loans, Asset-Backed Certificates:
Series 2005-16, Cl. 2AF2, 5.382%, 5/1/36¹		1,371,546		1,123,689
Series 2005-17, Cl. 1AF2, 5.362%, 5/1/36¹		191,091		157,566
CWABS Asset-Backed Certificates Trust 2006-25,
Asset-Backed Certificates, Series 2006-25, Cl. 2A2, 0.351%, 6/25/47¹		1,050,000		819,083
CWHEQ Revolving Home Equity Loan Trust, Asset-Backed Certificates:
Series 2005-G, Cl. 2A, 0.463%, 12/15/35¹		218,912		62,143
Series 2006-H, Cl. 2A1A, 0.383%, 11/15/36¹		77,123		22,312
Embarcadero Aircraft Securitization Trust, Airplane Receivable Nts., Series 2000-A, Cl. B, 8/15/25^2,3,4		1,820,063		—
First Franklin Mortgage Loan Trust 2006-FF10, Mtg. Pass-Through Certificates, Series 2006-FF10, Cl. A3, 0.321%, 7/25/36¹		657,087		627,267
First Franklin Mortgage Loan Trust 2006-FF9, Mtg. Pass-Through Certificates, Series 2006-FF9, Cl. 2A2, 0.341%, 7/7/36^1,3		231,188		185,872
First Franklin Mortgage Loan Trust 2006-FFA, Mtg. Pass-Through Certificates, Series 2006-FFA, Cl. A3, 0.351%, 9/25/36¹		903,495		150,324
Ford Credit Auto Owner Trust, Automobile Receivables Nts., Series 2009-B, Cl. A2, 2.10%, 11/15/11		1,380,000		1,388,794
Home Equity Mortgage Trust 2005-1, Mtg. Pass-Through Certificates, Series 2005-1, Cl. M6, 5.363%, 6/1/35		1,046,000		243,557
Home Equity Mortgage Trust 2006-5, Mtg. Pass-Through Certificates, Series 2006-5, Cl. A1, 5.50%, 1/25/37		416,507		41,703
HSBC Home Equity Loan Trust 2005-3, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2005-3, Cl. A1, 0.493%, 1/20/35¹		212,547		184,089
HSBC Home Equity Loan Trust 2006-4, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-4, Cl. A2V, 0.343%, 3/20/36¹		436,649		420,842
Ice Em CLO, Collateralized Loan Obligations:
Series 2007-1A, Cl. B, 2.551%, 8/15/22^1,3		7,870,000		4,722,000
Series 2007-1A, Cl. C, 3.851%, 8/15/22^1,3		5,270,000		2,635,000
Series 2007-1A, Cl. D, 5.851%, 8/15/22^1,3		5,270,000		2,108,000
Lehman XS Trust, Mtg. Pass-Through Certificates, Series 2005-4, Cl. 2A1B, 5.17%, 10/25/35		36,176		35,912

F1 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Asset-Backed Securities Continued
Mastr Asset-Backed Securities Trust 2006-WMC3, Mtg. Pass-Through Certificates, Series 2006-WMC3, Cl. A3, 0.331%, 8/25/36¹	$	1,310,000	$	462,049
NC Finance Trust, Collateralized Mtg. Obligation Pass-Through Certificates, Series 1999-I, Cl. ECFD, 3.035%, 1/25/29^1,3		66,744		10,012
Option One Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2, Cl. 2A2, 0.331%, 7/1/36¹		2,134,404		1,495,993
Popular ABS Mortgage Pass-Through Trust 2005-6, Mtg. Pass-Through Certificates, Series 2005-6, Cl. A3, 5.68%, 1/25/36¹		277,462		257,341
RASC Series 2006-KS7 Trust, Home Equity Mtg. Asset-Backed Pass-Through Certificates, Series 2006-KS7, Cl. A2, 0.331%, 9/25/36¹		512,819		492,958
Securitized Asset-Backed Receivables LLC Trust 2007-BR2, Asset-Backed Securities, Series 2007-BR2, Cl. A2, 0.461%, 2/25/37¹		656,382		290,905
SLM Student Loan Trust, Student Loan Receivables, Series 2005-B, Cl. B, 0.699%, 6/15/39¹		2,487,000		844,266
Start CLO Ltd., Asset-Backed Credit Linked Securities, Series 2006-3A, Cl. F, 17.255%, 6/7/11^1,3		1,630,000		1,445,549
Terwin Mortgage Trust, Home Equity Asset-Backed Securities, Series 2006-4SL, Cl. A1, 4.50%, 5/1/37		195,528		30,931
Wells Fargo Home Equity Asset-Backed Securities 2006-2 Trust, Home Equity Asset-Backed Certificates, Series 2006-2, Cl. A2, 0.331%, 7/25/36¹		146,348		145,029

Total Asset-Backed Securities (Cost $41,704,856)				27,873,484

Mortgage-Backed Obligations—14.4%
Government Agency—6.9%
FHLMC/FNMA/FHLB/Sponsored—6.4%
Federal Home Loan Mortgage Corp.:
5%, 8/15/33-9/15/33		3,407,840		3,509,187
5.50%, 9/1/39		4,094,453		4,293,844
6%, 5/15/18-10/15/29		1,401,120		1,505,991
6.50%, 3/15/18-6/15/35		4,125,460		4,467,207
7%, 10/1/31-10/1/37		1,085,616		1,186,246
7.50%, 4/25/36		1,068,548		1,204,300
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 1360, Cl. PZ, 7.50%, 9/15/22		1,244,675		1,359,096
Series 151, Cl. F, 9%, 5/15/21		32,143		35,292
Series 1674, Cl. Z, 6.75%, 2/15/24		971,703		1,059,662
Series 1897, Cl. K, 7%, 9/15/26		2,278,499		2,513,269
Series 2006-11, Cl. PS, 23.719%, 3/25/36¹		623,111		833,674
Series 2043, Cl. ZP, 6.50%, 4/15/28		759,367		809,034
Series 2106, Cl. FG, 0.683%, 12/15/28¹		1,605,756		1,598,982
Series 2122, Cl. F, 0.683%, 2/15/29¹		51,808		51,590
Series 2135, Cl. OH, 6.50%, 3/15/29		973,743		1,054,539
Series 2148, Cl. ZA, 6%, 4/15/29		1,462,049		1,565,091
Series 2195, Cl. LH, 6.50%, 10/15/29		692,249		741,144
Series 2326, Cl. ZP, 6.50%, 6/15/31		101,352		109,051
Series 2344, Cl. FP, 1.183%, 8/15/31¹		494,913		498,274
Series 2368, Cl. PR, 6.50%, 10/15/31		449,043		485,110
Series 2412, Cl. GF, 1.183%, 2/15/32¹		1,058,651		1,063,781
Series 2415, Cl. ZA, 6.50%, 2/15/32		1,265,181		1,367,927
Series 2435, Cl. EQ, 6%, 5/15/31		305,128		308,034
Series 2449, Cl. FL, 0.783%, 1/15/32¹		638,399		637,297
Series 2451, Cl. FD, 1.233%, 3/15/32¹		346,795		349,423
Series 2453, Cl. BD, 6%, 5/15/17		174,092		186,886
Series 2461, Cl. PZ, 6.50%, 6/15/32		1,548,372		1,681,371
Series 2464, Cl. FI, 1.233%, 2/15/32¹		339,699		341,577
Series 2470, Cl. AF, 1.233%, 3/15/32¹		595,015		600,788
Series 2470, Cl. LF, 1.233%, 2/15/32¹		347,633		349,776
Series 2471, Cl. FD, 1.233%, 3/15/32¹		598,416		601,863
Series 2477, Cl. FZ, 0.783%, 6/15/31¹		1,318,140		1,313,887
Series 2500, Cl. FD, 0.733%, 3/15/32¹		39,057		38,802
Series 2517, Cl. GF, 1.233%, 2/15/32¹		302,249		304,014
Series 2526, Cl. FE, 0.633%, 6/15/29¹		77,224		76,135
Series 2551, Cl. FD, 0.633%, 1/15/33¹		38,663		38,431

F2 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount		Value

FHLMC/FNMA/FHLB/Sponsored Continued
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates: Continued
Series 2638, Cl. KG, 4%, 11/1/27⁵	$	4,000,000	$	4,117,328
Series 2641, Cl. CE, 3.50%, 9/15/25		59,943		60,016
Series 2648, Cl. JE, 3%, 2/1/30		2,894,027		2,890,346
Series 2676, Cl. KY, 5%, 9/15/23⁵		3,843,000		4,018,762
Series 2750, Cl. XG, 5%, 2/1/34⁵		6,037,000		6,127,202
Series 2857, Cl. MG, 5%, 9/1/34		2,045,000		2,077,793
Series 2890, Cl. PE, 5%, 11/1/34		6,120,000		6,207,932
Series 2907, Cl. GC, 5%, 6/1/27		1,961,966		2,041,293
Series 2929, Cl. PC, 5%, 1/1/28		2,370,000		2,470,109
Series 2934, Cl. NA, 5%, 4/15/24		84,961		85,109
Series 2936, Cl. PE, 5%, 2/1/35		4,858,000		4,927,295
Series 2947, Cl. HE, 5%, 3/1/35		1,650,000		1,676,307
Series 2952, Cl. GJ, 4.50%, 12/1/28		2,049,159		2,106,455
Series 3019, Cl. MD, 4.75%, 1/1/31		1,688,294		1,755,820
Series 3025, Cl. SJ, 23.895%, 8/15/35¹		739,064		929,158
Series 3035, Cl. DM, 5.50%, 11/15/25		723,767		731,043
Series 3094, Cl. HS, 23.529%, 6/15/34¹		416,549		539,590
Series 3157, Cl. MC, 5.50%, 2/1/26		2,699,524		2,759,649
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 177, Cl. IO, 14.232%, 7/1/26⁶		139,599		29,922
Series 192, Cl. IO, 8.449%, 2/1/28⁶		35,465		8,362
Series 205, Cl. IO, 8.868%, 9/1/29⁶		185,009		41,501
Series 2074, Cl. S, 50.008%, 7/17/28⁶		46,226		7,741
Series 2079, Cl. S, 60.657%, 7/17/28⁶		75,972		13,084
Series 2136, Cl. SG, 91.764%, 3/15/29⁶		2,139,556		257,839
Series 224, Cl. IO, 0%, 3/1/33^6,7		1,246,253		276,615
Series 2399, Cl. SG, 77.791%, 12/15/26⁶		1,234,814		197,910
Series 243, Cl. 6, 0%, 12/15/32^6,7		543,894		111,664
Series 2437, Cl. SB, 91.269%, 4/15/32⁶		3,621,764		539,016
Series 2526, Cl. SE, 38.874%, 6/15/29⁶		96,953		14,882
Series 2802, Cl. AS, 99.999%, 4/15/33⁶		790,313		70,184
Series 2920, Cl. S, 77.953%, 1/15/35⁶		855,358		99,581
Series 3000, Cl. SE, 99.999%, 7/15/25⁶		871,923		81,375
Series 3045, Cl. DI, 39%, 10/15/35⁶		3,945,230		468,371
Series 3110, Cl. SL, 99.999%, 2/15/26⁶		522,884		46,500
Federal National Mortgage Assn.:
4.50%, 1/1/25-1/1/40⁸		8,180,000		8,344,397
5%, 11/25/21-1/1/24		536,224		562,509
5%, 8/25/33⁵		6,367,222		6,561,555
5%, 1/1/25-1/1/40⁸		30,145,000		31,238,802
5%, 7/25/33⁹		3,436,210		3,541,086
5.305%, 10/1/36		8,757,668		9,185,659
5.50%, 4/25/21-7/1/22		663,774		703,703
5.50%, 1/1/25-1/1/40⁸		28,383,000		29,733,614
6%, 10/25/16-9/25/21		1,561,672		1,672,527
6%, 1/1/25-1/1/40⁸		30,790,000		32,698,189
6.50%, 3/25/17-1/1/34		7,823,524		8,483,601
7%, 11/1/17-6/25/34		8,108,982		8,988,461
7.50%, 2/25/27-3/25/33		3,861,739		4,356,424
8.50%, 7/1/32		6,778		7,589
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Trust 1999-54, Cl. LH, 6.50%, 11/25/29		692,881		745,641
Trust 2001-44, Cl. QC, 6%, 9/25/16		1,202,211		1,288,632
Trust 2001-51, Cl. OD, 6.50%, 10/25/31		370,593		398,842
Trust 2001-69, Cl. PF, 1.231%, 12/25/31¹		783,995		789,865
Trust 2001-74, Cl. QE, 6%, 12/25/31⁵		3,970,183		4,249,247
Trust 2001-80, Cl. ZB, 6%, 1/25/32		848,262		910,899
Trust 2002-12, Cl. PG, 6%, 3/25/17		551,447		592,117
Trust 2002-29, Cl. F, 1.231%, 4/25/32¹		381,692		384,583
Trust 2002-56, Cl. KW, 6%, 4/25/23		1,153,963		1,170,001
Trust 2002-60, Cl. FH, 1.231%, 8/25/32¹		792,155		797,192
Trust 2002-64, Cl. FJ, 1.231%, 4/25/32¹		117,535		117,808
Trust 2002-68, Cl. FH, 0.733%, 10/18/32¹		262,206		261,262
Trust 2002-71, Cl. UB, 5%, 11/25/15		44,454		44,440
Trust 2002-84, Cl. FB, 1.231%, 12/25/32¹		1,556,002		1,567,874
Trust 2002-9, Cl. PC, 6%, 3/25/17		563,475		605,247
Trust 2002-9, Cl. PR, 6%, 3/25/17		689,948		741,096
Trust 2002-90, Cl. FH, 0.731%, 9/25/32¹		870,588		864,536
Trust 2003-11, Cl. FA, 1.231%, 9/25/32¹		1,556,038		1,567,884
Trust 2003-116, Cl. FA, 0.631%, 11/25/33¹		109,233		108,596
Trust 2004-101, Cl. BG, 5%, 1/25/20		1,825,000		1,936,978
Trust 2005-100, Cl. BQ, 5.50%, 11/25/25		571,000		594,781

F3 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

FHLMC/FNMA/FHLB/Sponsored Continued
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates: Continued
Trust 2005-109, Cl. AH, 5.50%, 12/25/25	$	2,160,000	$	2,252,854
Trust 2005-12, Cl. JC, 5%, 6/1/28		2,065,884		2,154,045
Trust 2005-22, Cl. EC, 5%, 10/1/28		2,000,000		2,088,408
Trust 2005-25, Cl. PS, 27.143%, 4/25/35¹		646,455		885,901
Trust 2005-30, Cl. CU, 5%, 4/1/29		3,605,375		3,769,918
Trust 2005-31, Cl. PB, 5.50%, 4/25/35		560,000		573,691
Trust 2005-71, Cl. DB, 4.50%, 8/25/25		480,000		491,748
Trust 2006-46, Cl. SW, 23.351%, 6/25/36¹		1,071,638		1,419,079
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Trust 2001-61, Cl. SH, 46.78%, 11/18/31⁶		427,519		65,924
Trust 2001-63, Cl. SD, 36.795%, 12/18/31⁶		102,363		17,469
Trust 2001-68, Cl. SC, 29.217%, 11/25/31⁶		70,356		10,794
Trust 2001-81, Cl. S, 37.132%, 1/25/32⁶		84,686		13,126
Trust 2002-28, Cl. SA, 38.673%, 4/25/32⁶		50,441		7,617
Trust 2002-38, Cl. SO, 58.867%, 4/25/32⁶		261,737		35,857
Trust 2002-48, Cl. S, 35.969%, 7/25/32⁶		80,492		10,874
Trust 2002-52, Cl. SL, 36.513%, 9/25/32⁶		50,685		6,882
Trust 2002-56, Cl. SN, 38.683%, 7/25/32⁶		110,607		14,978
Trust 2002-77, Cl. IS, 50.989%, 12/18/32⁶		445,923		60,766
Trust 2002-77, Cl. SH, 44.553%, 12/18/32⁶		113,256		17,583
Trust 2002-9, Cl. MS, 35.592%, 3/25/32⁶		108,180		14,481
Trust 2003-117, Cl. KS, 56.31%, 8/25/33⁶		8,416,674		1,236,694
Trust 2003-13, Cl. IO, 10.462%, 3/25/33⁶		844,996		172,156
Trust 2003-26, Cl. DI, 11.185%, 4/25/33⁶		664,977		127,104
Trust 2003-33, Cl. SP, 56.422%, 5/25/33⁶		738,947		104,322
Trust 2003-38, Cl. SA, 40.283%, 3/25/23⁶		1,281,310		162,054
Trust 2003-4, Cl. S, 44.351%, 2/25/33⁶		223,097		31,836
Trust 2005-14, Cl. SE, 43.159%, 3/25/35⁶		2,838,877		317,452
Trust 2005-40, Cl. SA, 74.229%, 5/25/35⁶		2,376,956		278,775
Trust 2005-40, Cl. SB, 98.037%, 5/25/35⁶		3,795,082		447,434
Trust 2005-63, Cl. SA, 89.64%, 10/25/31⁶		170,696		20,560
Trust 2005-71, Cl. SA, 72.42%, 8/25/25⁶		571,592		67,904
Trust 2005-85, Cl. SA, 99.999%, 10/25/35⁶		9,101,265		987,801
Trust 2005-87, Cl. SE, 61.053%, 10/25/35⁶		29,095,826		3,304,308
Trust 2005-87, Cl. SG, 85.069%, 10/25/35⁶		3,063,395		413,978
Trust 2006-60, Cl. DI, 40.599%, 4/25/35⁶		2,655,272		329,100
Trust 2006-90, Cl. SX, 99.999%, 9/25/36⁶		2,361,741		304,655
Trust 2007-88, Cl. XI, 25.543%, 6/25/37⁶		9,917,351		1,117,584
Trust 214, Cl. 2, 26.406%, 3/1/23⁶		558,641		126,561
Trust 221, Cl. 2, 22.794%, 5/1/23⁶		62,697		14,381
Trust 240, Cl. 2, 27.47%, 9/1/23⁶		120,091		26,814
Trust 254, Cl. 2, 17.134%, 1/1/24⁶		1,026,894		244,370
Trust 2682, Cl. TQ, 99.999%, 10/15/33⁶		914,207		108,643
Trust 2981, Cl. BS, 99.999%, 5/15/35⁶		1,624,165		192,366
Trust 301, Cl. 2, 0%, 4/1/29^6,7		256,590		58,097
Trust 313, Cl. 2, 28.167%, 6/1/31⁶		2,850,800		627,913
Trust 319, Cl. 2, 4.592%, 2/1/32⁶		82,526		18,935
Trust 321, Cl. 2, 4.104%, 4/1/32⁶		331,745		81,384
Trust 324, Cl. 2, 0%, 7/1/32^6,7		354,741		83,495
Trust 328, Cl. 2, 0%, 12/1/32^6,7		4,579,657		1,015,940
Trust 331, Cl. 5, 0%, 2/1/33^6,7		1,337,937		255,045
Trust 334, Cl. 12, 0%, 2/1/33^6,7		1,147,053		211,677
Trust 339, Cl. 15, 7.447%, 7/1/33⁶		3,256,623		563,786
Trust 339, Cl. 7, 0%, 7/1/33^6,7		5,512,698		898,011
Trust 345, Cl. 9, 2.695%, 1/1/34⁶		1,561,804		280,486
Trust 351, Cl. 10, 1.924%, 4/1/34⁶		678,181		130,851
Trust 351, Cl. 8, 2.248%, 4/1/34⁶		1,097,363		211,535
Trust 351, Cl. 9, 0%, 10/1/34^6,7		13,395,770		2,379,827
Trust 356, Cl. 10, 0.169%, 6/1/35⁶		944,874		178,499
Trust 356, Cl. 12, 0%, 2/1/35^6,7		480,851		90,110
Trust 362, Cl. 12, 0%, 8/1/35^6,7		898,148		171,964
Trust 362, Cl. 13, 0%, 8/1/35^6,7		531,273		101,802

				283,150,170

GNMA/Guaranteed—0.5%
Government National Mortgage Assn.:
4.125%, 12/9/25¹		6,252		6,392
4.50%, 1/1/40⁸		17,650,000		17,666,556
7%, 3/29/28-7/29/28		291,170		324,052
7.50%, 3/1/27		14,745		16,593
8%, 11/29/25-5/29/26		99,162		113,709

F4 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount		Value

GNMA/Guaranteed Continued
Government National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 1999-32, Cl. ZB, 8%, 9/16/29	$	1,228,790	$	1,350,546
Series 2000-12, Cl. ZA, 8%, 2/16/30		2,869,104		3,125,066
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 1998-19, Cl. SB, 47.847%, 7/16/28⁶		154,809		26,656
Series 1998-6, Cl. SA, 68.192%, 3/16/28⁶		95,374		13,772
Series 2001-21, Cl. SB, 80.768%, 1/16/27⁶		713,353		101,580
Series 2006-47, Cl. SA, 73.774%, 8/16/36⁶		3,450,796		384,148

				23,129,070

Non-Agency—7.5%
Commercial—2.7%
Banc of America Commercial Mortgage, Inc., Commercial Mtg. Pass-Through Certificates:
Series 2007-1, Cl. AMFX, 5.482%, 1/1/49		4,159,386		2,929,091
Series 2008-1, Cl. A4, 6.166%, 12/1/17¹		3,670,000		3,306,280
Series 2008-1, Cl. AM, 6.209%, 2/10/51¹		3,415,000		2,372,705
CHL Mortgage Pass-Through Trust 2005-17, Mtg. Pass-Through Certificates, Series 2005-17, Cl. 1A8, 5.50%, 9/1/35		3,740,000		2,864,338
CHL Mortgage Pass-Through Trust 2005-HYB8, Mtg. Pass-Through Certificates, Series 2005-HYB8, Cl. 4A1, 5.492%, 12/20/35¹		196,126		148,799
Citigroup Commercial Mortgage Trust 2006-C4, Commercial Mtg. Pass-Through Certificates, Series 2006-C4, Cl. A3, 5.913%, 3/1/49¹		3,050,000		2,927,032
Citigroup, Inc./Deutsche Bank 2007-CD4 Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-CD4, Cl. A2B, 5.205%, 12/11/49		9,170,000		9,374,882
Credit Suisse Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-C3, Cl. A4, 5.912%, 6/1/39¹		1,560,000		1,251,896
CWALT Alternative Loan Trust 2007-8CB, Mtg. Pass-Through Certificates, Series 2007-8CB, Cl. A1, 5.50%, 5/25/37		4,153,238		3,024,673
Deutsche Alt-A Securities, Inc., Mtg. Pass-Through Certificates:
Series 2006-AB1, Cl. A2A, 5.50%, 2/25/36		211,283		205,589
Series 2006-AB2, Cl. A1, 5.888%, 6/25/36		758,812		717,129
Series 2006-AB4, Cl. A1A, 6.005%, 10/25/36		986,843		543,677
Series 2007-RS1, Cl. A2, 0.731%, 1/27/37^1,13		1,529,415		463,604
First Horizon Alternative Mortgage Securities Trust 2007-FA2, Mtg. Pass-Through Certificates, Series 2007-FA2, Cl. 1A1, 5.50%, 4/25/37		851,903		605,466
First Horizon Mortgage Pass-Through Trust 2007-AR3, Mtg. Pass-Through Certificates, Series 2007-AR3, Cl. 1A1, 6.104%, 11/1/37¹		4,789,725		3,384,973
GE Capital Commercial Mortgage Corp., Commercial Mtg. Obligations, Series 2004-C3, Cl. A2, 4.433%, 7/10/39		903,984		905,778
GMAC Commercial Mortgage Securities, Inc., Commercial Mtg. Pass-Through Certificates, Series 1998-C1, Cl. F, 6.984%, 5/15/30^1,3		1,567,000		1,573,108
Greenwich Capital Commercial Funding Corp./Commercial Mortgage Trust 2007-GG11, Commercial Mtg. Pass-Through Certificates, Series 2007-GG11, Cl. A4, 5.736%, 8/1/17		7,325,000		6,519,397
GS Mortgage Securities Corp. II, Commercial Mtg. Obligations, Series 2006-GG8, Cl. A4, 5.56%, 11/1/39		1,960,000		1,720,656
Indymac Index Mortgage Loan Trust 2005-AR31, Mtg. Pass-Through Certificates, Series 2005-AR31, Cl. 2 A2, 5.236%, 1/1/36¹		541,502		93,890
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates:
Series 2007-CB18, Cl. A4, 5.44%, 6/1/47		5,600,000		4,891,463
Series 2007-CB18, Cl. AM, 5.466%, 6/1/47		6,400,000		4,611,036

F5 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Commercial Continued
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates: Continued
Series 2007-LD12, Cl. A2, 5.827%, 2/15/51	$	5,682,000	$	5,831,079
Series 2007-LDPX, Cl. A2S, 5.305%, 1/15/49		2,380,000		2,303,200
Series 2007-LDPX, Cl. A3, 5.42%, 1/15/49		4,410,000		3,730,769
Series 2008-C2, Cl. A4, 6.068%, 2/1/51		8,390,000		6,622,978
Series 2008-C2, Cl. AM, 6.579%, 2/1/51¹		4,990,000		2,780,081
JPMorgan Mortgage Trust 2006-A2, Mtg. Pass-Through Certificates, Series 2006-A2, Cl. 3A4, 5.673%, 4/1/36¹		2,427,435		713,400
JPMorgan Mortgage Trust 2006-A7, Mtg. Pass-Through Certificates, Series 2006-A7, Cl. 2A2, 5.762%, 1/1/37¹		760,535		563,651
LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mtg. Pass-Through Certificates, Series 2008-C1, Cl. AM, 6.149%, 4/11/41¹		2,610,000		1,977,766
Lehman Structured Securities Corp., Mtg.-Backed Security, 6%, 5/1/29		128,361		34,674
Mastr Alternative Loan Trust 2004-6, Mtg. Pass-Through Certificates, Series 2004-6, Cl. 10A1, 6%, 7/25/34		338,767		291,405
Morgan Stanley Capital I Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-IQ16, Cl. A4, 5.809%, 12/1/49		3,420,000		2,922,659
Morgan Stanley Capital I, Commercial Mtg. Pass-Through Certificates, Series 2006-HQ10, Cl. AM, 5.36%, 11/1/41		8,500,000		7,018,814
RALI Series 2005-QA4 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2005-QA4, Cl. A32, 5.358%, 4/25/35¹		143,882		30,473
Residential Asset Securitization Trust 2006-A12, Mtg. Pass-Through Certificates, Series 2006-A12, Cl. 1A, 6.25%, 11/1/36		980,712		633,433
STARM Mortgage Loan Trust 2007-1, Mtg. Pass-Through Certificates, Series 2007-1, Cl. 2A1, 5.828%, 2/1/37¹		12,625,973		9,163,120
Structured Asset Mortgage Investments, Inc., Mtg. Pass-Through Certificates, Series 2002-AR3, Cl. A2, 0.733%, 9/19/32¹		655,292		290,376
Wachovia Bank Commercial Mortgage Trust 2006-C29, Commercial Mtg. Pass-Through Certificates, Series 2006-C29, Cl. A2, 5.275%, 11/15/48		2,997,000		3,056,518
Wachovia Bank Commercial Mortgage Trust 2007-C33, Commercial Mtg. Pass-Through Certificates, Series 2007-C33, Cl. A4, 5.902%, 2/1/51¹		5,790,000		4,770,384
Wachovia Bank Commercial Mortgage Trust 2007-C34, Commercial Mtg. Pass-Through Certificates, Series 2007-C34, Cl. AJ, 5.952%, 5/1/46¹		2,610,000		1,302,805
WaMu Mortgage Pass-Through Certificates 2006-AR15 Trust, Mtg. Pass-Through Certificates, Series 2006-AR15, Cl. 1A, 1.384%, 11/1/46¹		1,418,206		710,664
WaMu Mortgage Pass-Through Certificates 2007-OA3 Trust, Mtg. Pass-Through Certificates, Series 2007-OA3, Cl. 5A, 1.481%, 4/1/47¹		1,009,393		490,243
Wells Fargo Mortgage-Backed Securities 2004-W Trust, Mtg. Pass-Through Certificates, Series 2004-W, Cl. B2, 2.995%, 11/1/34¹		1,101,019		358,283
Wells Fargo Mortgage-Backed Securities 2005-AR1 Trust, Mtg. Pass-Through Certificates, Series 2005-AR1, Cl. 1A1, 4.233%, 2/1/35¹		4,989,539		4,474,176
Wells Fargo Mortgage-Backed Securities 2006-AR8 Trust, Mtg. Pass-Through Certificates, Series 2006-AR8, Cl. 1A3, 3.212%, 4/25/36¹		3,157,180		2,546,545

				117,052,958

Manufactured Housing—0.1%
Wells Fargo Mortgage-Backed Securities 2006-AR12 Trust, Mtg. Pass-Through Certificates, Series 2006-AR12, Cl. 2A1, 6.10%, 9/25/36¹		5,205,005		4,358,178

F6 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount		Value

Manufactured Housing Continued
Wells Fargo Mortgage-Backed Securities 2006-AR2 Trust, Mtg. Pass-Through Certificates, Series 2006-AR2, Cl. 2A5, 5.01%, 3/25/36¹	$	1,604,820	$	1,294,175

				5,652,353

Multifamily—0.2%
Merrill Lynch Mortgage Investors Trust 2005-A2, Mtg. Pass-Through Certificates, Series 2005-A2, Cl. A2, 4.258%, 2/1/35¹		1,157,041		1,005,973
Wells Fargo Mortgage Backed Securities 2006-AR10 Trust, Mtg. Pass-Through Certificates, Series 2006-AR10, Cl. 5A1, 5.589%, 7/1/36¹		2,175,119		1,696,192
Wells Fargo Mortgage-Backed Securities 2006-AR10 Trust, Mtg. Pass-Through Certificates, Series 2006-AR10, Cl. 2A1, 5.605%, 7/25/36¹		4,076,887		2,744,228
Wells Fargo Mortgage-Backed Securities 2006-AR6 Trust, Mtg. Pass-Through Certificates, Series 2006-AR6, Cl. 3A1, 5.096%, 3/25/36¹		4,541,599		3,682,444

				9,128,837

Residential—4.5%
Banc of America Commercial Mortgage, Inc., Commercial Mtg. Pass-Through Certificates, Series 2007-4, Cl. AM, 5.811%, 8/1/17¹		6,560,000		4,753,678
Bear Stearns ARM Trust 2004-2, Mtg. Pass-Through Certificates, Series 2004-2, Cl. 12A2, 3.916%, 5/1/34¹		4,280,831		3,438,029
Bear Stearns ARM Trust 2004-9, Mtg. Pass-Through Certificates, Series 2004-9, Cl. 23A1, 4.983%, 11/1/34¹		1,937,691		1,781,875
Chase Mortgage Finance Trust 2006-S3, Multiclass Mtg. Pass-Through Certificates, Series 2006-S3, Cl. 1A2, 6%, 11/1/36		4,210,000		3,168,014
Chase Mortgage Finance Trust 2007-A1, Multiclass Mtg. Pass-Through Certificates, Series 2007-A1, Cl. 9A1, 4.559%, 2/1/37¹		2,793,850		2,573,882
CHL Mortgage Pass-Through Trust 2005-26, Mtg. Pass-Through Certificates, Series 2005-26, Cl. 1A8, 5.50%, 11/1/35		3,158,353		2,900,213
CHL Mortgage Pass-Through Trust 2005-27, Mtg. Pass-Through Certificates, Series 2005-27, Cl. 2A1, 5.50%, 12/1/35³		2,904,955		2,319,406
CHL Mortgage Pass-Through Trust 2005-31, Mtg. Pass-Through Certificates, Series 2005-31, Cl. 2A4, 5.418%, 1/1/36¹		1,263,247		281,882
CHL Mortgage Pass-Through Trust 2005-J4, Mtg. Pass-Through Certificates, Series 2005-J4, Cl. A7, 5.50%, 11/1/35		2,110,000		1,480,889
CHL Mortgage Pass-Through Trust 2006-6, Mtg. Pass-Through Certificates, Series 2006-6, Cl. A3, 6%, 4/1/36		1,525,068		1,304,859
CHL Mortgage Pass-Through Trust 2007-HY3, Mtg. Pass-Through Certificates, Series 2007-HY3, Cl. 1A1, 5.638%, 6/1/47^1,3		2,668,532		1,758,096
CHL Mortgage Pass-Through Trust 2007-HY4, Mtg. Pass-Through Certificates:
Series 2007-HY4, Cl. 1A1, 6.049%, 9/1/47¹		15,454,659		10,787,607
Series 2007-HY4, Cl. 1A2, 6.049%, 9/1/47^1,3		3,333,652		600,057
Series 2007-HY4, Cl. 2A2, 6.214%, 11/1/37^1,3		734,945		132,290
Series 2007-HY4, Cl. 3A2, 6.393%, 11/1/37^1,3		812,525		122,641
CHL Mortgage Pass-Through Trust 2007-HY5, Mtg. Pass-Through Certificates:
Series 2007-HY5, Cl. 1A2, 5.905%, 9/1/37^1,3		3,662,451		937,237
Series 2007-HY5, Cl. 2A2, 5.95%, 9/1/37^1,3		992,451		175,166
Series 2007-HY5, Cl. 3A2, 6.129%, 9/1/37^1,3		2,496,539		570,416
Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mtg. Pass-Through Certificates, Series 2007-C6, Cl. A2, 5.70%, 8/1/12¹		1,110,000		1,129,820

F7 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Residential Continued
Citigroup Mortgage Loan Trust, Inc. 2005-2, Mtg. Pass-Through Certificates, Series 2005-2, Cl. 1A3, 4.952%, 5/1/35¹	$	3,420,583	$	2,810,138
Citigroup Mortgage Loan Trust, Inc. 2005-3, Mtg. Pass-Through Certificates, Series 2005-3, Cl. 2A4, 5.194%, 8/1/35¹		6,965,663		4,254,229
Citigroup Mortgage Loan Trust, Inc. 2006-AR1, Mtg.-Backed Nts., Series 2006-AR1, Cl. 3A2, 5.50%, 3/1/36¹		3,792,030		837,694
Citigroup Mortgage Loan Trust, Inc. 2006-AR2, Mtg. Pass-Through Certificates:
Series 2006-AR2, Cl. 1A2, 5.528%, 3/1/36¹		8,207,410		6,468,830
Series 2006-AR2, Cl. 1AB, 5.591%, 3/1/36		3,343,023		874,089
Citigroup, Inc./Deutsche Bank 2007-CD4 Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-CD4, Cl. AMFX, 5.366%, 12/1/49		5,700,000		3,774,396
CitiMortgage Alternative Loan Trust 2006-A5, Real Estate Mtg. Investment Conduit Pass-Through Certificates, Series 2006-A5, Cl. 2A1, 5.50%, 10/1/21		2,569,868		2,206,866
CWALT Alternative Loan Trust 2006-43CB, Mtg. Pass-Through Certificates, Series 2006-43CB, Cl. 1A10, 6%, 2/1/37		12,765,670		8,304,720
GSR Mortgage Loan Trust 2004-5, Mtg. Pass-Through Certificates, Series 2004-5, Cl. 2A1, 3.761%, 5/1/34¹		3,270,032		2,686,533
GSR Mortgage Loan Trust 2005-AR6, Mtg. Pass-Through Certificates:
Series 2005-AR6, Cl. 1A4, 3.262%, 9/1/35¹		8,738,084		7,823,604
Series 2005-AR6, Cl. 3A1, 4.555%, 9/25/35¹		3,909,979		3,350,469
GSR Mortgage Loan Trust 2005-AR7, Mtg. Pass-Through Certificates, Series 2005-AR7, Cl. 4A1, 5.335%, 11/1/35¹		4,180,925		3,235,714
GSR Mortgage Loan Trust 2006-5F, Mtg. Pass-Through Certificates, Series 2006-5F, Cl. 2A1, 6%, 6/1/36		2,499,740		2,168,973
GSR Mortgage Loan Trust 2007-AR1, Mtg. Pass-Through Certificates, Series 2007-AR1, Cl. 4A1, 5.809%, 3/1/37¹		3,264,840		2,451,836
JPMorgan Mortgage Trust 2007-A1, Mtg. Pass-Through Certificates, Series 2007-A1, Cl. 7A1, 5.291%, 7/1/35¹		5,133,163		4,670,011
JPMorgan Mortgage Trust 2007-A3, Mtg. Pass-Through Certificates, Series 2007-A3, Cl. 3A3, 6.002%, 5/1/37^1,3		1,514,821		333,261
LB-UBS Commercial Mortgage Trust 2007-C7, Commercial Mtg. Pass-Through Certificates, Series 2007-C7, Cl. AM, 6.166%, 9/11/45¹		10,430,000		7,681,768
Mastr Adjustable Rate Mortgages Trust 2006-2, Mtg. Pass-Through Certificates, Series 2006-2, Cl. 1A1, 4.035%, 4/1/36¹		2,824,194		1,838,550
Merrill Lynch Mortgage Investors Trust 2006-3, Mtg. Pass-Through Certificates, Series 2006-3, Cl. 2A1, 6.064%, 10/25/36¹		4,599,375		3,943,039
RALI Series 2006-QS13 Trust:
Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS13, Cl. 1A5, 6%, 9/25/36		2,841,295		1,873,750
Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS13, Cl. 1A8, 6%, 9/25/36		218,357		198,885
RALI Series 2007-QS6 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2007-QS6, Cl. A28, 5.75%, 4/25/37		1,214,637		702,260
Residential Asset Securitization Trust 2005-A14, Mtg. Pass-Through Certificates, Series 2005-A14, Cl. A1, 5.50%, 12/1/35		3,720,000		2,684,509
Residential Asset Securitization Trust 2005-A6CB, Mtg. Pass-Through Certificates, Series 2005-A6CB, Cl. A7, 6%, 6/1/35		5,562,894		4,119,705

F8 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount		Value

Residential Continued
Residential Funding Mortgage Securities I, Inc., Mtg. Pass-Through Certificates, 5.738%, 7/1/37^1,3	$	2,273,381	$	196,420
WaMu Mortgage Pass-Through Certificates 2005-AR12 Trust, Mtg. Pass-Through Certificates, Series 2007-AR12, Cl. 1A8, 4.826%, 10/1/35¹		3,206,468		2,567,570
WaMu Mortgage Pass-Through Certificates 2006-AR10 Trust, Mtg. Pass-Through Certificates, Series 2006-AR10, Cl. 1A2, 5.92%, 9/1/36¹		3,294,951		2,735,087
WaMu Mortgage Pass-Through Certificates 2007-HY1 Trust, Mtg. Pass-Through Certificates:
Series 2007-HY1, Cl. 4A1, 5.387%, 2/1/37¹		17,284,500		12,247,334
Series 2007-HY1, Cl. 5A1, 5.737%, 2/1/37¹		10,311,405		7,020,704
WaMu Mortgage Pass-Through Certificates 2007-HY2 Trust, Mtg. Pass-Through Certificates, Series 2007-HY2, Cl. 1A1, 5.565%, 12/1/36¹		12,544,822		8,396,094
WaMu Mortgage Pass-Through Certificates 2007-HY3 Trust, Mtg. Pass-Through Certificates, Series 2007-HY3, Cl. 4A1, 5.314%, 3/1/37¹		10,705,383		8,534,506
WaMu Mortgage Pass-Through Certificates 2007-HY4 Trust, Mtg. Pass-Through Certificates, Series 2007-HY4, Cl. 4A1, 5.512%, 9/25/36¹		9,906,407		7,001,497
WaMu Mortgage Pass-Through Certificates 2007-HY6 Trust, Mtg. Pass-Through Certificates, Series 2007-HY6, Cl. 2A1, 5.668%, 6/25/37¹		5,182,706		3,651,183
WaMu Mortgage Pass-Through Certificates 2007-HY7 Trust, Mtg. Pass-Through Certificates, Series 2007-HY7, Cl. 2A1, 5.792%, 7/1/37¹		2,791,878		1,893,104
Wells Fargo Mortgage-Backed Securities 2005-AR16 Trust, Mtg. Pass-Through Certificates, Series 2005-AR16, Cl. 2A1, 3.363%, 10/1/35¹		1,978,516		1,674,107
Wells Fargo Mortgage-Backed Securities 2006-AR10 Trust, Mtg. Pass-Through Certificates:
Series 2006-AR10, Cl. 2A2, 5.605%, 7/1/36^1,3		2,111,031		459,663
Series 2006-AR10, Cl. 3A2, 4.306%, 7/1/36^1,3		795,007		179,265
Series 2006-AR10, Cl. 4A2, 5.556%, 7/1/36^1,3		2,963,484		592,697
Series 2006-AR10, Cl. 5A3, 5.589%, 7/1/36¹		1,373,546		1,057,046
Series 2006-AR10, Cl. 5A6, 5.589%, 7/1/36¹		15,273,918		11,693,147
Wells Fargo Mortgage-Backed Securities 2006-AR13 Trust, Mtg. Pass-Through Certificates, Series 2006-AR13, Cl. A4, 5.753%, 9/1/36¹		11,440,000		7,231,623
Wells Fargo Mortgage-Backed Securities 2006-AR8 Trust, Mtg. Pass-Through Certificates, Series 2006-AR8, Cl. 2A1, 5.24%, 4/1/36¹		2,247,653		1,821,079

				198,462,012

Total Mortgage-Backed Obligations (Cost $695,555,125)				636,575,400

U.S. Government Obligations—2.1%
Federal Home Loan Bank Unsec. Bonds, 3.625%, 10/18/13		9,795,000		10,269,715
Federal Home Loan Mortgage Corp. Nts., 2.50%, 4/23/14¹⁰		18,400,000		18,407,894
Federal National Mortgage Assn. Nts.:
3%, 9/16/14¹⁰		15,625,000		15,840,344
4.375%, 10/15/15¹⁰		5,570,000		5,933,181
5.375%, 7/15/16		2,950,000		3,288,985
U.S. Treasury Bills, 0.07%, 1/14/10¹¹		35,800,000		35,799,030
U.S. Treasury Bonds:
STRIPS, 4.201%, 2/15/11¹²		900,000		893,219
STRIPS, 4.833%, 2/15/16¹²		2,116,000		1,735,109

Total U.S. Government Obligations (Cost $91,593,047)				92,167,477

Foreign Government Obligations—42.6%
Argentina—0.6%
Argentina (Republic of) Bonds:
0.943%, 8/3/12¹		5,203,125		4,777,252
2.50%, 12/31/38¹		4,540,000		1,600,350
Series GDP, 2.724%, 12/15/35¹		7,580,000		525,294
Series V, 7%, 3/28/11		4,090,000		3,993,771
Series VII, 7%, 9/12/13		1,505,000		1,331,716
Argentina (Republic of) Sr. Unsec. Nts., 7%, 10/3/15		18,040,000		15,188,444

				27,416,827

F9 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount			Value
Australia—0.1%
New South Wales Treasury Corp. Bonds:
Series 12, 6%, 5/1/12		1,230,000	AUD	$	1,128,697
Series 14, 5.50%, 8/1/14		1,795,000	AUD		1,608,064

					2,736,761

Belgium—0.1%
Belgium (Kingdom of) Bonds, Series 44, 5%, 3/28/35		2,395,000	EUR		3,691,411
Brazil—5.4%
Banco Nacional de Desenvolvimento Economico e Social Nts., 6.369%, 6/16/18¹³		3,550,000			3,820,688
Brazil (Federal Republic of) Bonds:
6%, 1/17/17		19,770,000			21,450,450
8%, 1/15/18		10,903,611			12,495,538
8.875%, 10/14/19		4,610,000			5,969,950
Brazil (Federal Republic of) Nota Do Tesouro Nacional Nts.:
10%, 1/10/10		3,322,000	BRR		1,902,304
10%, 1/1/12		82,581,000	BRR		45,874,244
10%, 1/1/14		8,370,000	BRR		4,416,923
10%, 1/1/17		274,031,000	BRR		135,228,083
10.95%, 5/15/45		4,545,000	BRR		4,621,891
Brazil (Federal Republic of) Nts., 7.875%, 3/7/15		130,000			152,620
Brazil (Federal Republic of) Sr. Nts., 5.875%, 1/15/19		2,680,000			2,867,600

					238,800,291

Canada—0.2%
Canada Housing Trust Sec. Bonds, 4.10%, 12/15/18		5,245,000	CAD		5,112,753
Quebec (Province of) Nts., 4.50%, 12/1/18		5,285,000	CAD		5,167,915

					10,280,668

Colombia—0.9%
Bogota Distrio Capital Sr. Bonds, 9.75%, 7/26/28¹³		3,058,000,000	COP		1,605,558
Colombia (Republic of) Bonds:
7.375%, 9/18/37		2,845,000			3,115,275
12%, 10/22/15		37,816,000,000	COP		22,778,992
Colombia (Republic of) Sr. Nts., 7.375%, 3/18/19		4,330,000			4,925,375
Colombia (Republic of) Sr. Unsec. Bonds, 6.125%, 1/18/41		5,350,000			4,988,875
Colombia (Republic of) Unsec. Nts., 7.375%, 1/27/17		2,690,000			3,046,425
Colombia (Republic of) Unsec. Unsub. Bonds, 9.85%, 6/28/27		1,002,000,000	COP		569,983

					41,030,483

Denmark—0.1%
Denmark (Kingdom of) Bonds, 4%, 11/15/17		18,290,000	DKK		3,656,259
Egypt—0.9%
Egypt (The Arab Republic of) Treasury Bills:
9.758%, 2/2/10¹²		8,900,000	EGP		1,609,659
9.817%, 2/2/10¹²		27,650,000	EGP		5,000,795
Series 91, 9.656%, 3/9/10^3,12		17,750,000	EGP		3,183,495
Series 182, 9.699%, 1/19/10¹²		38,850,000	EGP		7,052,464
Series 273, 9.839%, 1/12/10¹²		54,520,000	EGP		9,908,679
Series 273, 9.78%, 2/9/10¹²		8,725,000	EGP		1,574,835
Series 273, 9.912%, 2/16/10¹²		17,900,000	EGP		3,223,322
Series 273, 9.878%, 2/23/10¹²		13,125,000	EGP		2,360,454
Egypt (The Arab Republic of) Unsec. Unsub. Bonds, 8.75%, 7/15/12¹³		22,870,000	EGP		4,253,138

					38,166,841

France—4.8%
France (Government of) Bonds:
3.75% 10/25/19		5,185,000	EUR		7,499,099
4%, 10/25/38		5,170,000	EUR		7,128,111
France (Government of) Treasury Bills:
0.350%, 2/18/10¹²		25,900,000	EUR		37,113,185
0.415%, 3/4/10¹²		100,000,000	EUR		142,974,182
France (Government of) Treasury Nts., 1.50%, 9/12/11		11,865,000	EUR		17,092,781

					211,807,358

Germany—9.1%
Germany (Federal Republic of) Bonds:
3.50%, 7/4/19		17,690,000	EUR		25,741,274
Series 03, 3.75%, 7/4/13		4,256,000	EUR		6,461,174
Series 08, 4.75%, 7/4/40		5,415,000	EUR		8,613,271
Germany (Federal Republic of) Treasury Bills:
Series 011, 0.475%, 1/27/10¹²		31,350,000	EUR		44,937,771
Series 26, 0.497%, 1/13/10¹²		221,700,000	EUR		317,801,994

					403,555,484

Ghana—0.1%
Ghana (Republic of) Bonds, 8.50%, 10/4/17¹³		3,735,000			3,837,713
Hungary—2.1%
Hungary (Republic of) Bonds:
Series 10/C, 6.75%, 4/12/10		345,000,000	HUF		1,834,129
Series 11/B, 6%, 10/12/11		94,000,000	HUF		492,974
Series 11/C, 6.75%, 4/22/11		5,231,900,000	HUF		27,808,493
Series 11/A, 7.50%, 2/12/11		47,000,000	HUF		252,402
Series 12/C, 6%, 10/24/12		4,045,000,000	HUF		20,851,911
Series 12/B, 7.25%, 6/12/12		1,000,000,000	HUF		5,328,869
Series 13/D, 6.75%, 2/12/13		560,000,000	HUF		2,927,303
Series 14/C, 5.50%, 2/12/14		503,700,000	HUF		2,491,997

F10 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount			Value
Hungary Continued
Hungary (Republic of) Bonds: Continued
Series 15/A, 8%, 2/12/15		3,991,000,000	HUF	$	21,456,958
Series 17/B, 6.75%, 2/24/17		235,700,000	HUF		1,163,106
Series 19/A, 6.50%, 6/24/19		1,410,000,000	HUF		6,778,419

					91,386,561

Indonesia—0.8%
Indonesia (Republic of) Nts.:
6.875%, 1/17/18¹³		9,000,000			9,945,000
7.25%, 4/20/15¹³		3,385,000			3,808,125
Indonesia (Republic of) Sr. Unsec. Nts.:
7.75%, 1/17/38¹³		4,875,000			5,533,125
10.375%, 5/4/14¹³		3,050,000			3,774,375
11.625%, 3/4/19¹³		2,410,000			3,470,400
Indonesia (Republic of) Unsec. Nts., 8.50%, 10/12/35¹³		6,920,000			8,355,900

					34,886,925

Israel—0.5%
Israel (State of) Bonds:
5.50%, 2/28/17		37,270,000	ILS		10,687,232
6%, 2/28/19		16,250,000	ILS		4,830,381
Series 2682, 7.50%, 3/31/14		25,080,000	ILS		7,862,561

					23,380,174

Italy—1.7%
Italy (Repubic of) Treasury Bonds, 5%, 9/1/40		24,070,000	EUR		35,723,093
Italy (Republic of) Treasury Bonds:
Buoni del Tesoro Poliennali, 3.75%, 12/15/13		20,557,000	EUR		30,638,055
Buoni del Tesoro Poliennali, 5.25%, 8/1/11		7,420,000	EUR		11,254,824

					77,615,972

Japan—2.9%
Japan (Government of) Bonds:
2 yr., 0.20%, 10/15/11		797,000,000	JPY		8,568,381
5 yr., Series 72, 1.50%, 6/20/13		3,026,000,000	JPY		33,841,652
10 yr., Series 284, 1.70%, 12/20/16		2,996,000,000	JPY		34,177,079
10 yr., Series 301, 1.50%, 6/20/19		1,979,000,000	JPY		21,799,003
20 yr., Series 112, 2.10%, 6/20/29		2,781,000,000	JPY		30,076,723

					128,462,838

Mexico—2.7%
United Mexican States Bonds:
5.625%, 1/15/17		8,220,000			8,610,450
Series A, 6.375%, 1/16/13		2,230,000			2,475,300
Series M10, 7.75%, 12/14/17¹		191,930,000	MXN		14,612,619
Series MI10, 8%, 12/19/13		453,000,000	MXN		35,690,804
Series M10, 8%, 12/17/15		94,000,000	MXN		7,313,706
Series MI10, 9.50%, 12/18/14¹		84,600,000	MXN		7,021,761
Series M20, 10%, 12/5/24¹		457,500,000	MXN		40,160,470
United Mexican States Sr. Unsec. Bonds, 6.05%, 1/11/40		790,000			763,377
United Mexican States Sr. Unsec. Nts., 5.875%, 2/17/14		2,045,000			2,234,163

					118,882,650

Norway—0.0%
Norway (Kingdom of) Bonds, 6.50%, 5/15/13		6,375,000	NOK		1,217,483
Panama—0.4%
Panama (Republic of) Bonds:
7.25%, 3/15/15		6,970,000			7,963,225
8.875%, 9/30/27		1,375,000			1,794,375
9.375%, 4/1/29		2,860,000			3,818,100
Panama (Republic of)
Unsec. Bonds, 7.125%, 1/29/26		2,275,000			2,576,438

					16,152,138

Peru—1.2%
Peru (Republic of) Bonds:
7.35%, 7/21/25		5,380,000			6,187,000
7.84%, 8/12/20		38,180,000	PEN		15,232,617
9.91%, 5/5/15		22,090,000	PEN		9,631,576
Series 7, 8.60%, 8/12/17		42,800,000	PEN		18,100,148
Peru (Republic of) Sr. Nts., 4.533%, 2/28/16¹²		363,871			290,296
Peru (Republic of) Sr. Unsec. Nts., 7.125%, 3/30/19		2,670,000			3,083,850

					52,525,487

Philippines—0.2%
Philippines (Republic of the) Bonds, 8%, 1/15/16		1,760,000			2,050,400
Philippines (Republic of the) Unsec. Bonds, 7.75%, 1/14/31		4,710,000			5,334,075

					7,384,475

Poland—0.4%
Poland (Republic of) Bonds:
Series 0414, 5.75%, 4/25/14¹³		25,085,000	PLZ		8,786,369
Series 0511, 4.25%, 5/24/11		23,900,000	PLZ		8,310,466

					17,096,835

Portugal—0.1%
Portugal (Republic of) Obrigacoes Do Tesouro Bonds, 5%, 6/15/12		2,720,000	EUR		4,164,317
South Africa—0.7%
South Africa (Republic of) Bonds:
7.50%, 1/15/14		50,790,000	ZAR		6,654,103
Series R157, 13.50%, 9/15/15		153,140,000	ZAR		25,485,775

					32,139,878

F11 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount			Value
Spain—0.3%
Spain (Government of) Bonos Y Oblig Del Estado, 4.25% 1/31/14		8,075,000	EUR	$	12,217,679
Sweden—0.1%
Sweden (Kingdom of) Bonds, Series 1050, 3%, 7/12/16		19,420,000	SEK		2,718,786
The Netherlands—0.1%
Netherlands (Kingdom of the) Bonds, 5%, 7/15/11		3,730,000	EUR		5,657,904
Turkey—4.3%
Turkey (Republic of) Bonds:
6.75%, 4/3/18		6,790,000			7,401,100
7%, 9/26/16		6,480,000			7,192,800
7%, 3/11/19		2,710,000			2,967,450
10.622%, 8/6/14		19,170,000	TRY		13,114,525
10.673%, 5/11/11¹²		21,580,000	TRY		12,924,740
12.032%, 2/2/11¹²		4,115,000	TRY		2,530,885
16%, 3/7/12¹		160,285,000	TRY		120,847,245
Series CPI, 10%, 2/15/12¹		6,810,000	TRY		6,343,019
Series CPI, 12%, 8/14/13¹		6,930,000	TRY		6,266,206
Turkey (Republic of) Nts.:
7.25%, 3/15/15		3,180,000			3,577,500
7.50%, 7/14/17		3,480,000			3,967,200
Turkey (Republic of) Sr. Unsec. Nts., 7.50%, 11/7/19		4,220,000			4,779,150

					191,911,820

Ukraine—0.2%
Ukraine (Republic of) Sr. Unsec. Nts., 6.75%, 11/14/17¹³		2,710,000			2,086,700
Ukraine (Republic of) Unsec. Bonds, 6.385%, 6/26/12¹³		7,200,000			6,192,000

					8,278,700

United Arab Emirates—0.1%
Dubai DOF Sukuk Ltd. Sr. Unsec. Unsub. Nts., 6.396%, 11/3/14		3,020,000			2,884,100
United Kingdom—0.7%
United Kingdom Treasury Bonds:
2.25%, 3/7/14		5,620,000	GBP		8,920,597
4.25%, 3/7/11		5,375,000	GBP		9,030,333
4.75%, 12/7/38		6,950,000	GBP		11,837,889

					29,788,819

Uruguay—0.3%
Uruguay (Oriental Republic of) Bonds, 7.625%, 3/21/36		3,445,000			3,746,438
Uruguay (Oriental Republic of) Sr. Nts., 6.875%, 9/28/25		3,850,000			4,061,750
Uruguay (Oriental Republic of) Unsec. Bonds, 8%, 11/18/22		6,875,000			7,906,250

					15,714,438

Venezuela—0.5%
Venezuela (Republic of) Bonds, 9%, 5/7/23		3,495,000			2,367,863
Venezuela (Republic of) Nts., 8.50%, 10/8/14		3,740,000			2,963,950
Venezuela (Republic of) Unsec. Bonds, 7.65%, 4/21/25		12,685,000			7,515,863
Venezuela (Republic of) Unsec. Nts.:
6%, 12/9/20		7,040,000			3,889,600
13.625%, 8/15/18¹³		5,080,000			4,629,150

					21,366,426


Total Foreign
Government Obligations (Cost $1,836,184,447)					1,880,814,501

Loan Participations—2.1%
Bayerische Hypo-und Vereinsbank AG for the City of Kiev, Ukraine Nts., 8.625%, 7/15/11¹³		5,520,000			4,457,400
CIT Group, Inc., Sr. Sec. Credit Facilities Term Loan, 7.50%, 1/18/12^1,8		6,305,000			6,478,388
Credit Suisse First Boston International:
Export-Import Bank of Ukraine, 7.65% Sr. Sec. Bonds, 9/7/11		1,400,000			1,190,000
Export-Import Bank of Ukraine, 8.40% Sec. Nts., 2/9/16		4,610,000			3,411,400
Gaz Capital SA:
6.212% Sr. Unsec. Unsub. Nts., 11/22/16¹³		3,760,000			3,619,000
7.288% Sr. Sec. Nts., 8/16/37¹³		10,140,000			9,404,850
8.125% Nts., 7/31/14¹³		3,030,000			3,226,950
8.146% Sr. Sec. Nts., 4/11/18¹³		5,280,000			5,590,200
8.625% Sr. Sec. Nts., 4/28/34¹³		3,330,000			3,654,675
9.25% Sr. Unsec. Unsub. Nts., 4/23/19¹³		1,510,000			1,691,200
Kuznetski Capital SA/Bank of Moscow, 7.375% Nts., 11/26/10¹³		1,510,000			1,574,175
Nuveen Investments, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 12.50%, 7/20/15^1,3		6,840,000			7,156,350
RSHB Capital SA/OJSC Russian Agricultural Bank, 7.75% Nts., 5/29/18¹³		2,250,000			2,470,500
Steel Capital SA for OAO Severstal, 9.75% Sec. Nts., 7/29/13¹³		6,030,000			6,105,375
TransCapitalInvest Ltd. for OJSC AK Transneft:
5.67% Sec. Bonds, 3/5/14¹³		2,760,000			2,783,344
8.70% Sec. Nts., 8/7/18¹³		1,500,000			1,721,534

F12 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount		Value

Loan Participations Continued
VIP Finance Ireland Ltd., 9.125% Bonds, 4/30/18¹³	$	8,290,000	$	8,891,025
VTB Capital SA:
6.25% Sr. Nts., 6/30/35¹³		760,000		712,500
6.315% Sub. Unsec. Nts., 2/4/15		16,470,000		16,416,258
6.875% Sr. Sec. Nts., 5/29/18¹³		3,030,000		3,030,000

Total Loan Participations (Cost $93,029,860)				93,585,124

Corporate Bonds and Notes—24.1%
Consumer Discretionary—4.1%
Auto Components—0.2%
Allison Transmission, Inc., 11% Sr. Nts., 11/1/15¹³		5,245,000		5,533,475
American Axle & Manufacturing Holdings, Inc., 9.25% Sr. Sec. Nts., 1/15/17¹³		3,460,000		3,529,200
Goodyear Tire & Rubber Co. (The), 9% Sr. Unsec. Nts., 7/1/15		1,225,000		1,280,125

				10,342,800

Automobiles—0.3%
Case New Holland, Inc., 7.125% Sr. Unsec. Nts., 3/1/14		4,420,000		4,508,400
Ford Motor Co., 7.45% Bonds, 7/16/31		5,680,000		5,048,100
Ford Motor Credit Co. LLC:
7.50% Sr. Unsec. Unsub. Nts., 8/1/12		3,150,000		3,178,473
8.125% Sr. Unsec. Nts., 1/15/20		2,435,000		2,396,904

				15,131,877

Diversified Consumer
Services—0.1%
Service Corp. International:
6.75% Sr. Unsec. Nts., 4/1/15		1,720,000		1,694,200
7% Sr. Unsec. Unsub. Nts., 6/15/17		840,000		819,000
StoneMor Operating LLC/Cornerstone Family Service of West Virginia, Inc./Osiris Holdings of Maryland Subsidiary, Inc., 10.25% Sr. Nts., 12/1/17¹³		1,875,000		1,917,188

				4,430,388

Hotels, Restaurants & Leisure—1.1%
CCM Merger, Inc., 8% Unsec. Nts., 8/1/13¹³		1,725,000		1,408,031
Greektown Holdings, Inc., 10.75% Sr. Nts., 12/1/13^2,13		4,560,000		712,500
Harrah’s Operating Co., Inc., 10% Sr. Sec. Nts., 12/15/18¹³		5,887,000		4,753,753
Harrah’s Operating Escrow LLC/Harrah’s Escrow Group, 11.25% Sr. Sec. Nts., 6/1/17¹³		1,610,000		1,692,513
Isle of Capri Casinos, Inc., 7% Sr. Unsec. Sub. Nts., 3/1/14		2,890,000		2,586,550
Landry’s Restaurant, Inc., 11.625% Sr. Sec. Nts., 12/1/15¹³		2,500,000		2,662,500
Las Vegas Sands Corp., 6.375% Sr. Unsec. Nts., 2/15/15		3,295,000		2,932,550
Mashantucket Pequot Tribe, 8.50% Bonds, Series A, 11/15/15^2,13		7,090,000		1,772,500
MGM Mirage, Inc.:
6.75% Sr. Unsec. Nts., 4/1/13		1,135,000		984,613
8.50% Sr. Unsec. Nts., 9/15/10		845,000		845,000
Mohegan Tribal Gaming Authority:
6.125% Sr. Unsec. Sub. Nts., 2/15/13		1,630,000		1,314,188
11.50% Sr. Sec. Nts., 11/1/17¹³		2,580,000		2,644,500
Park Place Entertainment Corp., 7.875% Sr. Sub. Nts., 3/15/10		2,900,000		2,900,000
Peninsula Gaming LLC:
8.375% Sr. Sec. Nts., 8/15/15¹³		460,000		461,150
10.75% Sr. Unsec. Nts., 8/15/17¹³		1,150,000		1,161,500
Penn National Gaming, Inc., 8.75% Sr. Unsec. Sub. Nts., 8/15/19¹³		2,825,000		2,902,688
Pinnacle Entertainment, Inc.:
8.25% Sr. Unsec. Sub. Nts., 3/15/12		1,198,000		1,203,990
8.625% Sr. Nts., 8/1/17¹³		455,000		466,375
Pokagon Gaming Authority, 10.375% Sr. Nts., 6/15/14¹³		1,795,000		1,875,775
Premier Cruise Ltd., 11% Sr. Nts., 3/15/08^2,3,4		250,000		—
Station Casinos, Inc., 6.50% Sr. Unsec. Sub. Nts., 2/1/14²		10,465,000		104,650
Travelport LLC, 11.875% Sr. Unsec. Sub. Nts., 9/1/16		3,845,000		4,094,925
Wendy’s/Arby’s Restaurants LLC, 10% Sr. Unsec. Unsub. Nts., 7/15/16¹³		4,060,000		4,445,700
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 6.625% Nts., 12/1/14		3,410,000		3,311,963

				47,237,914

Household Durables—0.3%
Beazer Homes USA, Inc.:
8.375% Sr. Nts., 4/15/12		675,000		637,875
8.625% Sr. Unsec. Nts., 5/15/11		1,425,000		1,396,500

F13 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Household Durables Continued
Jarden Corp., 7.50% Sr. Unsec. Sub. Nts., 5/1/17	$	4,695,000	$	4,706,738
K. Hovnanian Enterprises, Inc.:
7.75% Sr. Unsec. Sub. Nts., 5/15/13		1,005,000		768,825
8.875% Sr. Sub. Nts., 4/1/12		3,325,000		2,809,625
Lennar Corp., 12.25% Sr. Unsec. Unsub. Nts., 6/1/17³		915,000		1,107,150

				11,426,713

Internet & Catalog Retail—0.0%
NetFlix, Inc., 8.50% Sr. Unsec. Nts., 11/15/17¹³		990,000		1,032,075
Leisure Equipment & Products—0.1%
Colt Defense LLC, 8.75% Sr. Unsec. Nts., 11/15/17¹³		2,750,000		2,853,125
Easton-Bell Sports, Inc., 9.75% Sr. Sec. Nts., 12/1/16¹³		500,000		520,625

				3,373,750

Media—1.5%
Allbritton Communications Co., 7.75% Sr. Unsec. Sub. Nts., 12/15/12		3,905,000		3,861,069
AMC Entertainment, Inc., 8% Sr. Unsec. Sub. Nts., 3/1/14		3,415,000		3,278,400
American Media Operations, Inc.:
9% Sr. Unsec. Nts., 5/1/13^13,14		309		199
12.02% Sr. Sub. Nts., 11/1/13^13,14		8,628,552		5,565,416
Belo Corp., 7.75% Sr. Unsec. Unsub. Debs., 6/1/27		2,260,000		1,819,300
Cequel Communications Holdings I LLC, 8.625% Sr. Unsec. Nts., 11/15/17¹³		2,480,000		2,517,200
Charter Communications, Inc., 13.50% Sr. Nts., 11/30/16		1,349,415		1,595,683
Clear Channel Worldwide Holdings, Inc.:
9.25% Sr. Nts., 12/15/17¹³		780,000		807,300
9.25% Sr. Unsec. Nts., 12/15/17¹³		195,000		199,875
Fisher Communications, Inc., 8.625% Sr. Unsec. Nts., 9/15/14		670,000		645,713
Lin Television Corp., 6.50% Sr. Sub. Nts., 5/15/13		7,735,000		7,502,950
Marquee Holdings, Inc., 9.505% Sr. Nts., 8/15/14¹		1,615,000		1,350,544
Mediacom LLC/Mediacom Capital Corp., 9.125% Sr. Nts., 8/15/19¹³		4,925,000		5,048,125
MediaNews Group, Inc.:
6.375% Sr. Sub. Nts., 4/1/14^2,3		1,330,000		3,458
6.875% Sr. Unsec. Sub. Nts., 10/1/13^2,3		2,870,000		7,462
News America, Inc., 6.15% Sr. Unsec. Unsub. Nts., 3/1/37		1,451,000		1,448,317
NTL Cable plc, 9.125% Sr. Nts., 8/15/16		2,150,000		2,276,313
Radio One, Inc., 6.375% Sr. Unsec. Sub. Nts., 2/15/13		705,000		520,819
Reynolds Group, 7.75% Sr. Sec. Nts., 10/15/16¹³		2,935,000		3,015,713
Salem Communications Corp., 9.625% Sr. Sec. Nts., 12/15/16¹³		1,000,000		1,052,500
Sinclair Broadcast Group, Inc., 8% Sr. Unsec. Sub. Nts., 3/15/12		6,250,000		6,125,000
Sinclair Television Group, Inc., 9.25% Sr. Sec. Nts., 11/1/17¹³		675,000		705,375
Time Warner Cable, Inc., 8.75% Sr. Unsub. Nts., 2/14/19		993,000		1,212,228
Time Warner, Inc., 6.50% Sr. Unsec. Debs., 11/15/36		2,193,000		2,297,214
TL Acquisitions, Inc., 10.50% Sr. Nts., 1/15/15¹³		3,505,000		3,369,181
Valassis Communications, Inc., 8.25% Sr. Unsec. Unsub. Nts., 3/1/15		4,325,000		4,335,813
Virgin Media Finance plc, 8.75% Sr. Unsec. Nts., 4/15/14		209,000		216,838
Warner Music Group Corp., 7.375% Sr. Sub. Bonds, 4/15/14		4,260,000		4,137,525

				64,915,530

Multiline Retail—0.1%
Bon-Ton Stores, Inc. (The), 10.25% Sr. Unsec. Unsub. Nts., 3/15/14		3,620,000		3,357,550

Specialty Retail—0.3%
Burlington Coat Factory Warehouse Corp., 11.125% Sr. Unsec. Nts., 4/15/14		3,315,000		3,439,313
Home Depot, Inc. (The), 5.875% Sr. Unsec. Unsub. Nts., 12/16/36		2,664,000		2,579,959
Leslie’s Poolmart, Inc., 7.75% Sr. Unsec. Nts., 2/1/13		2,430,000		2,454,300
Michaels Stores, Inc., 10% Sr. Unsec. Unsub. Nts., 11/1/14		5,115,000		5,319,600
Sally Holdings LLC, 10.50% Sr. Unsec. Sub. Nts., 11/15/16		1,280,000		1,382,400

				15,175,572

F14 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount			Value
Textiles, Apparel & Luxury
Goods—0.1%
Levi Strauss & Co., 9.75% Sr. Unsec. Unsub. Nts., 1/15/15	$	3,765,000		$	3,972,075
Consumer Staples—1.2%
Beverages—0.1%
AmBev International Finance Co. Ltd., 9.50% Sr. Unsec. Unsub. Nts., 7/24/17^1,13		4,470,000	BRR		2,516,140
Cott Beverages, Inc., 8.375% Sr. Nts., 11/15/17¹³		2,850,000			2,949,750

					5,465,890

Food & Staples Retailing—0.3%
Albertson’s, Inc., 8% Sr. Unsec. Debs., 5/1/31		4,505,000			4,110,813
Pantry, Inc. (The), 7.75% Sr. Unsec. Sub. Nts., 2/15/14		1,805,000			1,741,825
Real Time Data Co., 11% Nts., 5/31/09^2,3,4,14		142,981			—
Rite Aid Corp.:
7.50% Sr. Sec. Nts., 3/1/17		5,620,000			5,310,900
9.50% Sr. Unsec. Unsub. Nts., 6/15/17		1,990,000			1,741,250

					12,904,788

Food Products—0.6%
ASG Consolidated LLC/Finance, Inc., 11.50% Sr. Unsec. Nts., 11/1/11		5,130,000			5,168,475
Bumble Bee Foods LLC, 7.75% Sr. Sec. Nts., 12/15/15¹³		1,220,000			1,226,100
Chiquita Brands International, Inc.:
7.50% Sr. Unsec. Nts., 11/1/14		890,000			885,550
8.875% Sr. Unsec. Unsub. Nts., 12/1/15		2,255,000			2,311,375
Dean Foods Co., 7% Sr. Unsec. Unsub. Nts., 6/1/16		3,060,000			3,014,100
JBS USA LLC/JBS USA Finance, Inc., 11.625% Sr. Nts., 5/1/14³		2,730,000			3,105,375
MHP SA, 10.25% Sr. Sec. Sub. Bonds, 11/30/11¹³		1,500,000			1,380,000
Pinnacle Foods Finance LLC, 9.25% Sr. Unsec. Nts., 4/1/15¹³		975,000			994,500
Pinnacle Foods Finance LLC/Pinnacle Foods Finance Corp., 10.625% Sr. Sub. Nts., 4/1/17		6,610,000			6,907,450
Smithfield Foods, Inc., 7% Sr. Nts., 8/1/11		4,515,000			4,526,288

					29,519,213

Personal Products—0.1%
Elizabeth Arden, Inc., 7.75% Sr. Unsec. Sub. Nts., 1/15/14		2,725,000			2,697,750
Revlon Consumer Products Corp., 9.75% Sr. Sec. Nts., 11/15/15¹³		1,000,000			1,037,500

					3,735,250

Tobacco—0.1%
Altria Group, Inc., 9.70% Sr. Unsec. Nts., 11/10/18		2,248,000			2,783,244
Energy—3.6%
Energy Equipment & Services—0.2%
Helix Energy Solutions Group, Inc., 9.50% Sr. Unsec. Nts., 1/15/16¹³		3,490,000			3,594,700
Key Energy Services, Inc., 8.375% Sr. Unsec. Nts., 12/1/14		2,830,000			2,851,225
North American Energy Alliance LLC, 10.875% Sr. Sec. Nts., 6/1/16¹³		1,600,000			1,708,000

					8,153,925

Oil, Gas & Consumable
Fuels—3.4%
Alon Refining Krotz Springs, Inc., 13.50% Sr. Sec. Nts., 10/15/14¹³		3,665,000			3,435,938
Antero Resources Finance Corp., 9.375% Sr. Nts., 12/7/17¹³		2,130,000			2,183,250
Arch Coal, Inc., 8.75% Sr. Nts., 8/1/16¹³		4,810,000			5,110,625
Atlas Energy Resources LLC, 10.75% Sr. Unsec. Nts., 2/1/18		4,650,000			5,161,500
Atlas Pipeline Partners LP, 8.125% Sr. Unsec. Nts., 12/15/15		2,285,000			2,033,650
Berry Petroleum Co.:
8.25% Sr. Sub. Nts., 11/1/16		1,940,000			1,920,600
10.25% Sr. Unsec. Nts., 6/1/14		2,485,000			2,714,863
Bill Barrett Corp., 9.875% Sr. Nts., 7/15/16		2,365,000			2,530,550
Bumi Capital Pte. Ltd., 12% Sr. Sec. Nts., 11/10/16¹³		2,700,000			2,720,250
Canadian Natural Resources Ltd., 6.75% Sr. Unsec. Unsub. Nts., 2/1/39		1,663,000			1,844,344
Chesapeake Energy Corp., 6.875% Sr. Unsec. Nts., 1/15/16		1,780,000			1,788,900

F15 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount			Value
Oil, Gas & Consumable Fuels Continued
Cimarex Energy Co., 7.125% Sr. Nts., 5/1/17	$	1,260,000		$	1,278,900
Cloud Peak Energy Resources LLC, 8.25% Sr. Unsec. Nts., 12/15/17¹³		3,505,000			3,522,525
Concho Resources, Inc., 8.625% Sr. Unsec. Nts., 10/1/17		2,635,000			2,779,925
Continental Resources, Inc., 8.25% Sr. Unsec. Nts., 10/1/19¹³		1,415,000			1,492,825
Denbury Resources, Inc., 7.50% Sr. Sub. Nts., 12/15/15		2,670,000			2,676,675
Enterprise Products Operating LLP, 8.375% Jr. Sub. Nts., 8/1/66¹		5,385,000			5,256,875
Forest Oil Corp.:
7.25% Sr. Unsec. Nts., 6/15/19¹³		1,900,000			1,885,750
8.50% Sr. Nts., 2/15/14¹³		4,790,000			5,029,500
Kazmunaigaz Finance Sub BV:
9.125% Nts., 7/2/18¹³		5,330,000			5,942,950
11.75% Sr. Unsec. Nts., 1/23/15¹³		16,600,000			20,086,000
Kinder Morgan Energy Partners LP, 6% Sr. Unsec. Nts., 2/1/17		2,121,000			2,230,072
Mariner Energy, Inc., 11.75% Sr. Unsec. Nts., 6/30/16		3,045,000			3,410,400
Murray Energy Corp., 10.25% Sr. Sec. Nts., 10/15/15¹³		3,490,000			3,490,000
Nak Naftogaz Ukraine, 9.50% Unsec. Nts., 9/30/14		2,570,000			2,184,474
OPTI Canada, Inc., 9% Sr. Sec. Nts., 12/15/12¹³		1,755,000			1,803,263
Pemex Project Funding Master Trust, 6.625% Sr. Unsec. Unsub. Nts., 6/15/38¹³		5,360,000			5,014,457
Petrobras International Finance Co., 7.875% Sr. Unsec. Nts., 3/15/19		3,090,000			3,577,639
Petrohawk Energy Corp., 10.50% Sr. Unsec. Nts., 8/1/14		3,400,000			3,731,500
Petroleos Mexicanos, 8% Unsec. Unsub. Nts., 5/3/19		2,130,000			2,476,125
Petroleum Co. of Trinidad & Tobago Ltd., 9.75% Sr. Unsec. Nts., 8/14/19¹³		3,880,000			4,360,150
Petroleum Export Ltd. Cayman SPV, 5.265% Sr. Nts., Cl. A3, 6/15/11¹³		1,733,653			1,690,424
Plains Exploration & Production Co., 10% Sr. Unsec. Nts., 3/1/16		5,030,000			5,533,000
PT Adaro Indonesia, 7.625% Nts., 10/22/19¹³		3,050,000			3,030,938
Quicksilver Resources, Inc.:
8.25% Sr. Unsec. Nts., 8/1/15		3,675,000			3,785,250
11.75% Sr. Nts., 1/1/16		2,260,000			2,576,400
SandRidge Energy, Inc.:
8.75% Sr. Nts., 1/15/20¹³		2,825,000			2,839,125
9.875% Sr. Unsec. Nts., 5/15/16¹³		4,000,000			4,230,000
Southwestern Energy Co., 7.50% Sr. Nts., 2/1/18		2,050,000			2,183,250
Tengizchevroil LLP, 6.124% Nts., 11/15/14¹³		1,516,980			1,524,565
TGI International Ltd., 9.50% Nts., 10/3/17¹³		2,692,000			2,920,820
Western Refining, Inc., 11.25% Sr. Sec. Nts., 6/15/17¹³		3,005,000			2,734,550
Williams Cos., Inc. (The), 8.75% Unsec. Nts., 3/15/32		1,996,000			2,394,974

					149,117,771

Financials—4.5%
Capital Markets—0.6%
Banco de Credito del Peru, 9.75% Jr. Sub. Nts., 11/6/69³		1,550,000			1,639,125
Goldman Sachs Group, Inc. (The):
6.15% Sr. Unsec. Nts., 4/1/18		6,610,000			7,087,487
7.50% Sr. Unsec. Nts., 2/15/19		1,740,000			2,031,939
Morgan Stanley, 6% Sr. Unsec. Unsub. Nts., Series F, 4/28/15		10,970,000			11,698,781
RailAmerica, Inc., 9.25% Sr. Sec. Nts., 7/1/17		1,455,000			1,555,031
UBS AG Stamford CT, 5.75% Sr. Unsec. Nts., 4/25/18		1,471,000			1,499,949

					25,512,312

Commercial Banks—1.6%
Banco BMG SA, 9.15% Nts., 1/15/16¹³		3,520,000			3,643,200
Banco de Credito del Peru, 6.95% Sub. Nts., 11/7/21^1,13		1,510,000			1,472,250
Banco do Brasil SA, 8.50% Jr. Sub. Perpetual Bonds^13,15		4,250,000			4,547,500
Bank of Scotland plc:
4.375% Sr. Sec. Nts., 7/13/16		8,035,000	EUR		11,579,951
4.50% Sr. Sec. Nts., 7/13/21		5,504,000	EUR		7,514,309
Corparacion Adina de Fomento, 8.125% Nts., 6/4/19		1,980,000			2,295,608

F16 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount			Value
Commercial Banks Continued
Depfa ACS Bank, 4.375% Sr. Sec. Nts., 1/15/15		5,550,000	EUR	$	7,985,971
HSBC Finance Corp.:
4.75% Sr. Unsec. Nts., 7/15/13		1,378,000			1,435,993
5.70% Sr. Unsec. Nts., 6/1/11		1,557,000			1,627,171
HSBK Europe BV:
7.25% Unsec. Unsub. Nts., 5/3/17¹³		1,360,000			1,251,200
9.25% Sr. Nts., 10/16/13¹³		13,170,000			13,565,100
ICICI Bank Ltd.:
5.50% Sr. Unsec. Nts., 3/25/15¹³		6,050,000			6,028,317
6.375% Bonds, 4/30/22^1,13		6,060,000			5,455,509
Inter-American Development Bank, 8.729% Nts., 1/25/12¹		441,785,730	COP		203,338
Ongko International Finance Co. BV, 10.50% Sec. Nts., 3/29/10^2,3,4		90,000			—
Salisbury International Investments Ltd., 4.434% Sec. Nts., Series 2006-003, Tranche E, 7/20/11^1,3		1,100,000			902,990

					69,508,407

Consumer Finance—0.2%
American Express Credit Corp.:
5.875% Sr. Unsec. Nts., 5/2/13		2,045,000			2,196,271
7.30% Sr. Unsec. Nts., Series C, 8/20/13		2,196,000			2,470,028
Capital One Bank USA NA, 8.80% Sub. Nts., 7/15/19		1,296,000			1,534,004
JSC Astana Finance, 9.16% Nts., 3/14/12^2,3		7,200,000			1,224,000
SLM Corp., 8.45% Sr. Unsec. Nts., Series A, 6/15/18		2,145,000			2,119,725

					9,544,028

Diversified Financial Services—1.4%
Autopistas del Nordeste Cayman Ltd., 9.39% Nts., 1/15/26¹³		5,344,092			4,008,069
BA Covered Bond Issuer, 4.25% Sec. Nts., 4/5/17		1,655,000	EUR		2,314,917
Banco Invex SA, 27.981% Mtg.-Backed Certificates, Series 062U, 3/13/34^1,16		4,830,734	MXN		1,248,118
Bank of America Corp.:
4.90% Sr. Unsec. Nts., 5/1/13		2,750,000			2,853,133
5.65% Sr. Unsec. Nts., 5/1/18		7,280,000			7,405,849
Citigroup, Inc.:
5.50% Sr. Unsec. Nts., 4/11/13		10,816,000			11,222,000
6.50% Sr. Nts., 8/19/13		2,944,000			3,138,457
Cloverie plc, 4.503% Sec. Nts., Series 2005-93, 12/20/10^1,3		1,100,000			1,021,900
Export-Import Bank of Korea (The), 5.875% Sr. Unsec. Nts., 1/14/15		3,100,000			3,333,898
GMAC LLC, 8% Sr. Unsec. Unsub. Nts., 11/1/31¹³		7,960,000			7,243,600
JPMorgan Hipotecaria su Casita:
6.47% Sec. Nts., 8/26/35³		5,808,600	MXN		391,080
25.825% Mtg.-Backed Certificates, Series 06U, 9/25/35¹		2,213,603	MXN		412,753
Merrill Lynch & Co., Inc., 7.75% Jr. Sub. Bonds, 5/14/38		7,515,000			8,282,049
National Rural Utilities Cooperative Finance Corp., 10.375% Sec. Bonds, 11/1/18		1,153,000			1,530,189
Tiers-BSP, 0%/8.60% Collateralized Trust, Cl. A, 6/15/97^13,17		6,360,000			3,015,263
Universal City Development Partners Ltd., 8.875% Sr. Nts., 11/15/15¹³		2,815,000			2,769,256

					60,190,531

Insurance—0.2%
American International Group, Inc., 8.25% Sr. Unsec. Nts., 8/15/18		3,753,000			3,528,770
International Lease Finance Corp.:
6.375% Sr. Unsec. Nts., 3/25/13		1,676,000			1,378,921
6.625% Sr. Unsec. Nts., Series R, 11/15/13		1,258,000			1,013,484
Multiplan, Inc., 10.375% Sr. Sub. Nts., 4/15/16³		3,975,000			3,895,500
Prudential Financial, Inc., 7.375% Sr. Unsec. Unsub. Nts., 6/15/19		1,086,000			1,219,696

					11,036,371

Real Estate Investment
Trusts—0.1%
DuPont Fabros Technology LP, 8.50% Sr. Unsec. Nts., 12/15/17¹³		1,710,000			1,746,338
Simon Property Group LP, 5.30% Sr. Unsec. Nts., 5/30/13		1,851,000			1,911,348

					3,657,686

Thrifts & Mortgage
Finance—0.4%
Banco Hipotecario SA, 9.75% Sr. Unsec. Nts., 4/27/16¹³		1,370,000			1,191,900
WM Covered Bond Program:
3.875% Sec. Nts., Series 1, 9/27/11		1,704,000	EUR		2,507,628

F17 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount			Value
Thrifts & Mortgage Finance Continued
WM Covered Bond Program: Continued
4% Sec. Mtg. Nts., Series 2, 9/27/16		10,595,000	EUR	$	14,932,925
4.375% Sec. Nts., 5/19/14		1,150,000	EUR		1,688,959

					20,321,412

Health Care—1.3%
Health Care Equipment & Supplies—0.2%
Biomet, Inc., 10.375% Sr. Unsec. Nts., 10/15/17¹⁴		6,360,000			6,932,400
Inverness Medical Innovations, Inc., 7.875% Sr. Nts., 2/1/16¹³		1,630,000			1,605,550
Universal Hospital Services, Inc., 8.50% Sr. Sec. Nts., 6/1/15¹⁴		2,340,000			2,316,600

					10,854,550

Health Care Providers & Services—1.0%
Apria Healthcare Group, Inc.:
11.25% Sr. Sec. Nts., 11/1/14¹³		1,535,000			1,692,338
12.375% Sr. Sec. Nts., 11/1/14¹³		1,345,000			1,486,225
Catalent Pharma Solutions, Inc., 9.50% Sr. Unsec. Nts., 4/15/15¹⁴		1,876,481			1,702,907
Community Health Systems, Inc., 8.875% Sr. Unsec. Nts., 7/15/15		5,380,000			5,581,750
HCA, Inc.:
6.375% Nts., 1/15/15		5,165,000			4,900,294
8.50% Sr. Sec. Nts., 4/15/19¹³		1,135,000			1,228,638
HEALTHSOUTH Corp., 10.75% Sr. Unsec. Nts., 6/15/16		4,975,000			5,435,188
Select Medical Corp., 7.625% Sr. Unsec. Sub. Nts., 2/1/15		6,205,000			6,049,875
Tenet Healthcare Corp., 7.375% Nts., 2/1/13		1,890,000			1,904,175
UnitedHealth Group, Inc., 6.875% Sr. Unsec. Nts., 2/15/38		2,103,000			2,180,426
US Oncology Holdings, Inc., 6.428% Sr. Unsec. Nts., 3/15/12^1,14		1,815,000			1,706,100
US Oncology, Inc., 9.125% Sr. Sec. Nts., 8/15/17		2,155,000			2,273,525
Vanguard Health Holding Co. I LLC, 0%/11.25% Sr. Nts., 10/1/15¹⁷		4,840,000			5,118,300
WellPoint, Inc., 6.375% Sr. Unsec. Unsub. Nts., 6/15/37		1,483,000			1,513,986

					42,773,727

Pharmaceuticals—0.1%
DJO Finance LLC/DJO Finance Corp., 10.875% Sr. Unsec. Nts., 11/15/14		2,920,000			3,095,200
Industrials—2.4%
Aerospace & Defense—0.3%
BE Aerospace, Inc., 8.50% Sr. Unsec. Nts., 7/1/18		5,510,000			5,854,375
Hawker Beechcraft Acquisition Co. LLC, 8.50% Sr. Unsec. Nts., 4/1/15		750,000			532,500
TransDigm, Inc., 7.75% Nts., 7/15/14¹³		3,390,000			3,457,800
Vought Aircraft Industries, Inc., 8% Sr. Nts., 7/15/11		4,575,000			4,534,969

					14,379,644

Airlines—0.4%
American Airlines Pass Through Trust 2001-2, 7.858% Pass-Through Certificates, Series 2001-2, Cl. A-2, 10/1/11³		1,490,000			1,490,000
American Airlines Pass Through Trust 2009-1A, 10.375% Pass-Through Certificates, Series 2009-1A, 7/2/19		830,000			917,150
American Airlines, Inc., 10.50% Sr. Sec. Nts., 10/15/12¹³		4,220,000			4,431,000
Delta Air Lines, Inc.:
9.50% Sr. Sec. Nts., 9/15/14¹³		1,010,000			1,054,188
12.25% Sr. Sec. Nts., 3/15/15¹³		6,050,000			6,080,250
United Air Lines, Inc., 10.40% Sr. Sec. Nts., 11/1/16³		3,990,000			4,204,463

					18,177,051

Building Products—0.2%
AMH Holdings, Inc., 11.25% Sr. Unsec. Nts., 3/1/14		1,000,000			970,000
Associated Materials LLC, 9.875% Sr. Sec. Nts., 11/15/16¹³		1,620,000			1,717,200
Goodman Global Group, Inc., 11.843% Sr. Nts., 12/15/14^12,13		4,155,000			2,378,738
USG Corp., 9.75% Sr. Unsec. Nts., 8/1/14¹³		1,370,000			1,469,325

					6,535,263

Commercial Services &
Supplies—0.3%
Acco Brands Corp., 10.625% Sr. Sec. Nts., 3/15/15¹³		1,365,000			1,508,325
Aramark Services, Inc., 8.50% Sr. Unsec. Nts., 2/1/15		2,320,000			2,401,200
Corrections Corp. of America, 7.75% Sr. Nts., 6/1/17		1,975,000			2,044,125
Iron Mountain, Inc., 7.75% Sr. Sub. Nts., 1/15/15		1,040,000			1,050,400

F18 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount		Value
Commercial Services & Supplies Continued
West Corp., 9.50% Sr. Unsec. Nts., 10/15/14	$	6,895,000	$	7,032,900

				14,036,950

Construction & Engineering—0.2%
IIRSA Norte Finance Ltd., 8.75% Sr. Nts., 5/30/24¹³		6,282,138		6,627,655
Odebrecht Finance Ltd.:
7% Sr. Unsec. Nts., 4/21/20¹³		1,530,000		1,554,863
9.625% Sr. Unsec. Nts., 4/9/14¹³		1,520,000		1,759,400

				9,941,918

Industrial Conglomerates—0.3%
General Electric Capital Corp.:
5.40% Sr. Unsec. Nts., Series A, 9/20/13		3,392,000		3,609,017
6.875% Sr. Unsec. Nts., 1/10/39		4,501,000		4,662,950
Tyco International Finance SA, 8.50% Sr. Unsec. Unsub. Nts., 1/15/19		4,435,000		5,365,148

				13,637,115

Machinery—0.2%
Manitowoc Co., Inc. (The), 7.125% Sr. Nts., 11/1/13		4,540,000		4,290,300
Terex Corp., 8% Sr. Unsec. Sub. Nts., 11/15/17		5,015,000		4,852,013

				9,142,313

Marine—0.0%
Navios Maritime Holdings, Inc., 8.875% Nts., 11/1/17¹³		1,240,000		1,294,250
Professional Services—0.1%
Altegrity, Inc., 10.50% Sr. Unsec. Sub. Nts., 11/1/15¹³		2,680,000		2,405,300
Road & Rail—0.3%
Avis Budget Car Rental LLC, 7.625% Sr. Unsec. Unsub. Nts., 5/15/14		6,095,000		5,820,725
Hertz Corp., 10.50% Sr. Unsec. Sub. Nts., 1/1/16		3,785,000		4,059,413
Panama Canal Railway Co., 7% Sr. Sec. Nts., 11/1/26¹³		2,911,280		2,314,468

				12,194,606

Trading Companies & Distributors—0.1%
Ashtead Capital, Inc., 9% Nts., 8/15/16¹³		610,000		613,813
Ashtead Holdings plc, 8.625% Sr. Sec. Nts., 8/1/15¹³		855,000		863,550
RSC Equipment Rental, Inc., 10% Sr. Sec. Nts., 7/15/17¹³		655,000		715,588
United Rentals North America, Inc., 9.25% Sr. Unsec. Unsub. Nts., 12/15/19		1,495,000		1,551,063
United Rentals, Inc., 7% Sr. Sub. Nts., 2/15/14		1,710,000		1,556,100

				5,300,114

Information Technology—1.0%
Computers & Peripherals—0.0%
Seagate Technology International, 10% Sr. Sec. Nts., 5/1/14¹³		1,255,000		1,393,050
Electronic Equipment & Instruments—0.3%
NXP BV/NXP Funding LLC, 7.87% Sr. Sec. Nts., 10/18/14		1,940,000		1,770,250
RBS Global, Inc./Rexnord Corp., 11.75% Sr. Unsec. Sub. Nts., 8/1/16		4,975,000		4,950,125
Sanmina-SCI Corp., 8.125% Sr. Sub. Nts., 3/1/16		6,745,000		6,761,863

				13,482,238

IT Services—0.4%
First Data Corp., 9.875% Sr. Unsec. Nts., 9/24/15		6,495,000		6,089,063
Sabre Holdings Corp., 7.35% Sr. Unsec. Unsub. Nts., 8/1/11		2,765,000		2,816,844
SunGard Data Systems, Inc.:
9.125% Sr. Unsec. Nts., 8/15/13		4,460,000		4,593,800
10.25% Sr. Unsec. Sub. Nts., 8/15/15		3,172,000		3,394,040

				16,893,747

Office Electronics—0.1%
Xerox Corp., 5.65% Sr. Unsec. Nts., 5/15/13		1,495,000		1,558,919
Semiconductors & Semiconductor Equipment—0.2%
Amkor Technology, Inc.:
7.75% Sr. Nts., 5/15/13		1,560,000		1,591,200
9.25% Sr. Unsec. Nts., 6/1/16		3,220,000		3,437,350
Freescale Semiconductor, Inc.:
8.875% Sr. Unsec. Nts., 12/15/14		3,700,000		3,413,250
10.125% Sr. Unsec. Sub. Nts., 12/15/16¹³		2,200,000		1,782,000

				10,223,800

Materials—2.6%
Chemicals—0.6%
Braskem Finance Ltd., 7.25% Sr. Unsec. Nts., 6/5/18¹³		4,185,000		4,279,163

F19 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value
Chemicals Continued
Dow Chemical Co. (The), 7.60% Sr. Unsec. Unsub. Nts., 5/15/14	$	2,546,000	$	2,899,797
Hexion US Finance Corp./ Hexion Nova Scota Finance ULC, 9.75% Sr. Sec. Nts., 11/15/14		1,810,000		1,782,850
Huntsman International LLC, 7.375% Sr. Unsub. Nts., 1/1/15		7,080,000		6,832,200
Momentive Performance Materials, Inc., 11.50% Sr. Unsec. Sub. Nts., 12/1/16		10,105,000		8,993,450
Nalco Co., 8.875% Unsec. Sub. Nts., 11/15/13		2,135,000		2,209,725
PolyOne Corp., 8.875% Sr. Unsec. Nts., 5/1/12		1,390,000		1,438,650

				28,435,835

Construction Materials—0.1%
C10 Capital SPV Ltd., 6.722% Unsec. Perpetual Debs.^13,15		2,750,000		1,943,373
CEMEX Finance LLC, 9.50% Sr. Sec. Bonds, 12/14/16¹³		2,270,000		2,389,175

				4,332,548

Containers & Packaging—0.7%
Berry Plastics Holding Corp., 8.875% Sr. Sec. Nts., 9/15/14		7,045,000		6,886,488
Cascades, Inc.:
7.75% Sr. Nts., 12/15/17¹³		1,250,000		1,268,750
7.875% Sr. Nts., 1/15/20¹³		2,435,000		2,483,700
Crown Americas, Inc., 7.75% Sr. Nts., 11/15/15		3,710,000		3,858,400
Graham Packaging Co. LP:
8.25% Sr. Nts., 1/1/17¹³		2,250,000		2,233,125
9.875% Sr. Unsec. Sub. Nts., 10/15/14		4,930,000		5,053,250
Graphic Packing International, Inc., 9.50% Sr. Unsec. Unsub. Nts., 6/15/17		5,295,000		5,639,175
Viskase Companies, Inc., 9.875% Sr. Sec. Nts., 1/15/18¹³		1,465,000		1,483,313

				28,906,201

Metals & Mining—0.9%
Alcoa, Inc., 6.75% Sr. Unsec. Unsub. Nts., 7/15/18		961,000		981,865
CSN Islands XI Corp., 6.875% Sr. Unsec. Nts., 9/21/19¹³		1,900,000		1,909,500
Edgen Murray Corp., 12.25% Sr. Sec. Nts., 1/15/15¹³		2,445,000		2,414,438
Freeport-McMoRan Copper & Gold, Inc., 8.375% Sr. Nts., 4/1/17		1,480,000		1,622,821
Novelis, Inc., 7.25% Sr. Unsec. Nts., 2/15/15¹		6,055,000		5,797,663
Rio Tinto Finance (USA) Ltd.:
5.875% Sr. Unsec. Unsub. Nts., 7/15/13		2,052,000		2,215,953
9% Sr. Unsec. Nts., 5/1/19		888,000		1,125,718
Teck Resources Ltd., 10.25% Sr. Sec. Nts., 5/15/16		4,005,000		4,685,850
United Maritime LLC, 11.75% Sr. Sec. Nts., 6/15/15¹³		2,440,000		2,458,300
Vale Overseas Ltd., 6.875% Bonds, 11/21/36		604,000		605,003
Vedanta Resources plc, 9.50% Sr. Unsec. Nts., 7/18/18¹³		13,715,000		13,989,300
Voto-Votorantim Overseas Trading Operations, 6.625% Sr. Unsec. Nts., 9/25/19¹³		2,300,000		2,317,250

				40,123,661

Paper & Forest Products—0.3%
Celulosa Arauco y Constitucion SA, 7.25% Sr. Unsec. Unsub. Nts., 7/29/19		1,860,000		2,028,226
Georgia-Pacific LLC:
7.70% Debs., 6/15/15		1,300,000		1,371,500
8.25% Sr. Unsec. Nts., 5/1/16¹³		3,460,000		3,684,900
PE Paper Escrow GmbH, 12% Sr. Sec. Nts., 8/1/14¹³		1,835,000		2,031,270
Verso Paper Holdings LLC, 9.125% Sr. Sec. Nts., 8/1/14		3,625,000		3,480,000

				12,595,896

Telecommunication Services—1.8%
Diversified Telecommunication Services—0.9%
Axtel SAB de CV, 9% Sr. Unsec. Nts., 9/22/19¹³		1,545,000		1,591,350
Cincinnati Bell, Inc., 8.25% Sr. Nts., 10/15/17		3,260,000		3,325,200
Citizens Communications Co., 6.25% Sr. Nts., 1/15/13		1,960,000		1,974,700
Global Crossing Ltd., 12% Sr. Sec. Nts., 9/15/15¹³		1,590,000		1,752,975
Intelsat Subsidiary Holding Co. Ltd., 8.50% Sr. Unsec. Nts., 1/15/13¹³		2,135,000		2,188,375
Level 3 Financing, Inc., 9.25% Sr. Unsec. Unsub. Nts., 11/1/14		1,855,000		1,762,250
PAETEC Holding Corp., 9.50% Sr. Unsec. Unsub. Nts., 7/15/15		7,115,000		6,883,763
Telecom Italia Capital SA, 7.721% Sr. Unsec. Unsub. Nts., 6/4/38		1,900,000		2,194,363

F20 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount			Value
Diversified Telecommunication Services Continued
Telefonica del Peru SA, 8% Sr. Unsec. Bonds, 4/11/16¹³		3,290,100	PEN	$	1,184,390
Telmar Norte Leste SA, 9.50% Sr. Unsec. Nts., 4/23/19¹³		2,495,000			2,994,000
Verizon Communications, Inc., 8.95% Sr. Unsec. Unsub. Nts., 3/1/39		4,548,000			6,172,996
Windstream Corp.:
7.875% Sr. Nts., 11/1/17¹³		1,710,000			1,697,175
8.625% Sr. Unsec. Unsub. Nts., 8/1/16		5,570,000			5,695,325
Winstar Communications, Inc., 12.75% Sr. Nts., 4/15/10^2,3,4		250,000			3

					39,416,865

Wireless Telecommunication Services—0.9%
America Movil SAB de CV, 8.46% Sr. Unsec. Unsub. Bonds, 12/18/36		52,700,000	MXN		3,298,060
CC Holdings GS V LLC/Crown Castle GS III Corp., 7.75% Sr. Sec. Nts., 5/1/17¹³		4,720,000			5,050,400
Cricket Communications, Inc.:
7.75% Sr. Sec. Unsub. Nts., 5/15/16		3,510,000			3,518,775
9.375% Sr. Unsec. Nts., 11/1/14		3,610,000			3,646,100
MetroPCS Wireless, Inc., 9.25% Sr. Unsec. Nts., 11/1/14		6,910,000			7,030,925
Nextel Communications, Inc., 7.375% Sr. Nts., Series D, 8/1/15		6,625,000			6,475,938
SBA Telecommunications, Inc.:
8% Sr. Nts., 8/15/16¹³		1,810,000			1,900,500
8.25% Sr. Nts., 8/15/19¹³		4,480,000			4,771,200
Sprint Capital Corp., 8.75% Nts., 3/15/32		6,320,000			5,988,200
Teligent, Inc., 11.50% Sr. Nts., 12/1/08^2,3,4		500,000			—

					41,680,098

Utilities—1.6%
Electric Utilities—0.8%
Centrais Eletricas Brasileiras
SA, 6.857% Sr. Unsec. Unsub. Nts., 7/30/19¹³		2,300,000			2,504,125
Edison Mission Energy, 7% Sr. Unsec. Nts., 5/15/17		7,120,000			5,660,400
Eletropaulo Metropolitana SA, 19.125% Nts., 6/28/10³		1,115,000	BRR		666,054
Empresas Publicas de Medellin ESP, 7.625% Sr. Unsec. Nts., 7/29/19¹³		2,600,000			2,873,000
Energy Future Holdings Corp., 10.875% Sr. Unsec. Nts., 11/1/17		3,320,000			2,730,700
Israel Electric Corp. Ltd., 7.25% Nts., 1/15/19¹³		9,000,000			9,763,281
Majapahit Holding BV:
7.25% Nts., 10/17/11¹³		1,990,000			2,089,500
7.75% Nts., 10/17/16¹³		4,450,000			4,733,910
8% Sr. Unsec. Nts., 8/7/19¹³		900,000			954,000
National Power Corp., 5.875% Unsec. Unsub. Bonds, 12/19/16		109,600,000	PHP		2,145,533
Texas Competitive Electric Holdings Co. LLC, 10.25% Sr. Unsec. Nts., Series A, 11/1/15		1,795,000			1,462,925

					35,583,428

Energy Traders—0.7%
AES Corp. (The), 8% Sr. Unsec. Unsub. Nts., 10/15/17		1,145,000			1,180,781
Dynegy Holdings, Inc., 8.375% Sr. Unsec. Nts., 5/1/16		6,885,000			6,575,175
Electric Power Development Co. Ltd., 1.80% Gtd. Unsec. Nts., 6/28/10		202,000,000	JPY		2,184,662
Mirant North America LLC, 7.375% Sr. Unsec. Nts., 12/31/13		2,950,000			2,931,563
NRG Energy, Inc.:
7.375% Sr. Nts., 1/15/17		5,080,000			5,105,400
7.375% Sr. Nts., 2/1/16		3,740,000			3,754,025
Power Sector Assets & Liabilities Management Corp.:
7.25% Gtd. Sr. Unsec. Nts., 5/27/19¹³		2,280,000			2,456,700
7.39% Sr. Gtd. Unsec. Nts., 12/2/24¹³		2,270,000			2,349,450
Reliant Energy, Inc., 7.625% Sr. Unsec. Unsub. Nts., 6/15/14		5,055,000			5,029,725

					31,567,481

Multi-Utilities—0.1%
Sempra Energy, 9.80% Sr. Unsec. Nts., 2/15/19		1,821,000			2,276,447
Total Corporate Bonds and Notes (Cost $989,954,497)					1,064,085,287

F21 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares		Value
Preferred Stocks—0.0%
AmeriKing, Inc., 13% Cum. Sr. Exchangeable, Non-Vtg.^3,4,14		4,253	$	—
Eagle-Picher Holdings, Inc., 11.75% Cum. Exchangeable, Series B, Non-Vtg.^3,4		5,000		—
ICG Holdings, Inc., 14.25% Exchangeable, Non-Vtg.^3,4,14		151		—

Total Preferred Stocks (Cost $537,064)				—

Common Stocks—0.2%
American Media, Inc.^3,4		1,562		16
Arco Capital Corp. Ltd.^3,4		690,638		1,726,595
Charter Communications, Inc., Cl. A⁴		110,986		3,940,003
Global Aero Logistics, Inc.^3,4		2,168		2,168
MHP SA, GDR^4,13		56,610		560,439
Orbcomm, Inc.⁴		375		1,013
Premier Holdings Ltd.^3,4		18,514		—

Total Common Stocks (Cost $12,804,011)				6,230,234


	Units
Rights, Warrants and Certificates—0.0%
Global Aero Logistics, Inc. Wts., Strike Price $10, Exp. 2/28/11^3,4 (Cost $2,025)		266	3


	Principal
	Amount
Structured Securities—4.1%
Citigroup Funding, Inc.:
Ghana (Republic of) Credit Linked Nts., 12.08%, 6/9/10³		1,180,000	GHS	802,326
Ghana (Republic of) Credit Linked Nts., 12.08%, 6/9/10³		1,180,000	GHS	802,326
Ghana (Republic of) Credit Linked Nts., 12.08%, 6/9/10³		1,180,000	GHS	802,326
Indonesia (Republic of) Credit Linked Nts., 11.50%, 9/18/19		31,590,000,000	IDR	3,669,450
Indonesia (Republic of) Credit Linked Nts., 11.50%, 9/18/19		31,580,000,000	IDR	3,668,288
Indonesia (Republic of) Credit Linked Nts., 11.50%, 9/18/19		15,590,000,000	IDR	1,810,913
Indonesia (Republic of) Credit Linked Nts., 9.50%, 6/17/15		15,790,000,000	IDR	1,709,723
Indonesia (Republic of) Credit Linked Nts., 9.50%, 6/17/15		15,670,000,000	IDR	1,696,730
Indonesia (Republic of) Credit Linked Nts., 9.50%, 6/17/15		33,010,000,000	IDR	3,574,286
Citigroup Global Markets Holdings, Inc.:
Brazil (Federal Republic of) Credit Linked Nts., 9.762%, 1/3/17³		8,850,000	BRR	4,371,801
Colombia (Republic of) Credit Linked Bonds, 11.25%, 10/25/18³		3,255,000,000	COP	1,830,159
Colombia (Republic of) Credit Linked Nts., 11%, 5/19/11		6,880,000,000	COP	3,649,186
Colombia (Republic of) Credit Linked Nts., 13.041%, 2/26/15^3,16		2,199,000,000	COP	2,235,727
Colombia (Republic of) Credit Linked Nts., Series 01, 13.041%, 2/26/15^3,16		811,000,000	COP	824,545
Colombia (Republic of) Credit Linked Nts., Series 02, 13.041% 12/26/15^3,16		1,345,000,000	COP	1,367,464
Colombia (Republic of) Credit Linked Nts., Series II, 15%, 4/27/12³		552,359,546	COP	324,051
Colombia (Republic of) Unsec. Credit Linked Nts., 15%, 4/27/12³		1,200,000,000	COP	704,000
Colombia (Republic of) Unsec. Credit Linked Nts., 15%, 4/27/12³		1,034,000,000	COP	606,613
Colombia (Republic of) Unsec. Credit Linked Nts., 15%, 4/27/12³		927,000,000	COP	543,840
Dominican Republic Unsec. Credit Linked Nts., 15%, 3/12/12³		49,300,000	DOP	1,357,762
Ghana (Republic of) Credit Linked Nts., 13.50%, 4/2/10³		2,990,000	GHS	2,063,084
Ukraine Hryvnia Unsec. Credit Linked Nts., 11.94%, 1/11/10³		880,000	UAH	113,266
Credit Suisse First Boston International:
Boryspil Airport Total Return Linked Nts., 10%, 4/19/10¹		4,840,000	UAH	574,909
Moitk Total Return Linked Nts., 3/26/11^2,3,4		53,910,000	RUR	179
Oreniz Total Return Linked Nts., 9.24%, 2/21/12^1,3		116,835,000	RUR	3,358,750
Ukraine (Republic of) Credit Linked Nts., Series EMG 13, 11.94%, 1/11/10		2,195,000	UAH	282,105
Vietnam Shipping Industry Group Total Return Linked Nts., 10.50%, 1/19/17³		14,609,000,000	VND	388,537
Credit Suisse First Boston, Inc. (Nassau Branch):
Russian Specialized Construction & Installation Administration Credit Linked Nts., 5/20/10^2,3,4		97,250,000	RUR	32,321
Ukraine (Republic of) Credit Linked Nts., 11.94%, 1/11/10³		5,650,000	UAH	726,148

F22 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount			Value
Structured Securities Continued
Credit Suisse First Boston, Inc. (Nassau Branch): Continued Ukraine (Republic of) Credit Linked Nts., Series EMG 11, 11.94%, 1/11/10		661,000	UAH	$	84,953
Ukraine (Republic of) Credit Linked Nts., Series NPC 12, 11.94%, 1/11/10³		4,170,000	UAH		535,936
Credit Suisse Group AG, Russian Moscoblgaz Finance Total Return Linked Nts., 9.25%, 6/24/12		106,500,000	RUR		2,902,365
Credit Suisse International:
OAO Gazprom Total Return Linked Nts., 13.12%, 6/26/12¹		41,550,000	RUR		1,513,457
OAO Gazprom Total Return Linked Nts., 13.12%, 6/26/12¹		30,880,000	RUR		1,124,803
OAO Gazprom Total Return Linked Nts., 13.12%, 6/26/12¹		44,460,000	RUR		1,619,454
Deutsche Bank AG:
Arrendadora Capita Corp. SA de CV/Capita Corp. (The) de Mexico SA de CV Credit Linked Nts., 9.09%, 1/5/11		4,999,216	MXN		357,191
Arrendadora Capita Corp. SA de CV/Capita Corp. (The) de Mexico SA de CV Credit Linked Nts., 9.65%, 1/5/11		3,320,991	MXN		237,283
Coriolanus Ltd. Sec. Credit Linked Bonds, 3.242%, 4/30/25^3,12		2,843,277			1,616,959
Coriolanus Ltd. Sec. Credit Linked Bonds, 3.269%, 4/30/25^3,12		2,271,446			1,291,761
Coriolanus Ltd. Sec. Credit Linked Bonds, 3.346%, 4/30/25^3,12		2,135,063			1,214,200
Coriolanus Ltd. Sec. Credit Linked Nts., 10.62%, 9/10/10³		3,300,000			1,247,400
Coriolanus Ltd. Sec. Credit Linked Nts., 3.191%, 4/30/25^3,8,12		2,491,157			1,416,710
Coriolanus Ltd. Sec. Credit Linked Nts., 9.545%, 12/31/17^3,16		20,560,000	BRR		6,071,294
Coriolanus Ltd. Sec. Credit Linked Nts., Series 113, 9%, 4/26/11^1,3		655,000			698,276
European Investment Bank, Russian Federation Credit Linked Nts., 5.502%, 1/19/10^3,12		705,000			703,414
Indonesia (Republic of) Credit Linked Nts., 12.80%, 6/22/21		11,690,000,000	IDR		1,468,224
Indonesia (Republic of) Credit Linked Nts., 9.50%, 6/22/15		820,000			814,323
Indonesia (Republic of) Credit Linked Nts., Series 02, 12.80%, 6/22/21		29,700,000,000	IDR		3,671,603
JSC Gazprom Total Return Linked Nts., 13.12%, 6/28/12¹		45,990,000	RUR		1,675,261
JSC Gazprom Total Return Linked Nts., 13.12%, 6/28/12¹		38,600,000	RUR		1,406,068
Opic Reforma I Credit Linked Nts., Cl. 1A, 6.958%, 9/24/14^1,3		14,850,000	MXN		1,135,148
Opic Reforma I Credit Linked Nts., Cl. 1B, 6.958%, 9/24/14^1,3		2,970,000	MXN		227,030
Opic Reforma I Credit Linked Nts., Cl. 1C, 6.958%, 9/24/14^1,3		4,950,000	MXN		378,383
Opic Reforma I Credit Linked Nts., Cl. 1D, 6.958%, 9/24/14^1,3		2,475,000	MXN		189,191
Opic Reforma I Credit Linked Nts., Cl. 1E, 6.958%, 9/24/14^1,3		3,465,000	MXN		264,868
Opic Reforma I Credit Linked Nts., Cl. 2A, 8.42%, 5/22/15^1,3		1,417,014	MXN		108,318
Opic Reforma I Credit Linked Nts., Cl. 2B, 8.42%, 5/22/15^1,3		2,479,100	MXN		189,505
Opic Reforma I Credit Linked Nts., Cl. 2C, 8.42%, 5/22/15^1,3		37,378,810	MXN		2,857,270
Opic Reforma I Credit Linked Nts., Cl. 2D, 8.42%, 5/22/15^1,3		2,724,116	MXN		208,234
Opic Reforma I Credit Linked Nts., Cl. 2E, 8.42%, 5/22/15^1,3		1,979,122	MXN		151,286
Opic Reforma I Credit Linked Nts., Cl. 2F, 8.42%, 5/22/15^1,3		1,263,966	MXN		96,619
Opic Reforma I Credit Linked Nts., Cl. 2G, 8.42%, 5/22/15^1,3		232,771	MXN		17,793
Ukraine (Republic of) 5 yr. Credit Linked Nts., 4.05%, 8/27/10		885,000			628,624
Ukraine (Republic of) 5.5 yr. Credit Linked Nts., 4.05%, 3/1/11		885,000			570,409
Ukraine (Republic of) 6 yr. Credit Linked Nts., 4.05%, 8/29/11		885,000			496,981
Ukraine (Republic of) 6.5 yr. Credit Linked Nts., 4.05%, 2/29/12		885,000			445,199
Ukraine (Republic of) 7 yr. Credit Linked Nts., 4.05%, 8/30/12		885,000			411,153
United Mexican States Credit Linked Nts., 9.52%, 1/5/11		3,311,534	MXN		236,607
Dresdner Bank AG, Lukoil Credit Linked Nts., Series 3, 7.04%, 12/12/11^1,13		34,190,000	RUR		1,074,369
Eirles Two Ltd. Sec. Nts.:
Series 324, 3.791%, 4/30/12^1,3		4,100,000			2,640,810
Series 335, 2.241%, 4/30/12^1,3		6,300,000			5,049,450

F23 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount			Value
Structured Securities Continued
Goldman Sachs & Co., Turkey (Republic of) Credit Linked Nts., 14.802%, 3/29/17^12,13		21,980,000	TRY	$	5,622,392
Goldman Sachs Capital Markets LP, Colombia (Republic of) Credit Linked Nts., 10.476%, 2/8/37^3,12		63,720,800,000	COP		1,549,839
Hallertau SPC Credit Linked Nts.:
Series 2007-01, 2.494%, 12/20/17^1,3		12,250,000			9,861,250
Series 2008-01, 9.888%, 8/2/10^2,3,4,12		14,337,604	BRR		823,527
Series 2008-2A, 6.707%, 9/17/13^1,3		18,215,625			18,388,673
ING Bank NV, Ukraine (Republic of) Credit Linked Nts., Series 725, 11.89%, 1/11/10³		4,689,000	UAH		601,441
JPMorgan Chase Bank NA:
Brazil (Federal Republic of) Credit Linked Nts., 11.009%, 5/16/45³		1,445,000	BRR		1,468,406
Colombia (Republic of) Credit Linked Bonds, 10.190%, 1/5/16^3,12		9,020,000,000	COP		2,578,024
Colombia (Republic of) Credit Linked Bonds, 10.218%, 10/31/16^3,12		12,177,000,000	COP		3,209,138
Colombia (Republic of) Credit Linked Bonds, Series A, 10.218%, 10/31/16^3,12		12,125,000,000	COP		3,195,433
Indonesia (Republic of) Credit Linked Nts., 11.50%, 9/18/19		7,190,000,000	IDR		826,525
Indonesia (Republic of) Credit Linked Nts., 11.50%, 9/18/19		15,770,000,000	IDR		1,812,837
Indonesia (Republic of) Credit Linked Nts., 11.50%, 9/18/19		24,160,000,000	IDR		2,777,307
Peru (Republic of) Credit Linked Nts., 8.115%, 9/2/15^12,13		3,470,000	PEN		798,274
Swaziland (Kingdom of) Credit Linked Nts., 7.25%, 6/20/10³		1,120,000			1,145,312
JPMorgan Chase Bank NA London Branch, Indonesia (Republic of) Credit Linked Nts., 12.80%, 6/17/21		25,490,000,000	IDR		3,148,326
Lehman Brothers Treasury Co. BV, Microvest Capital Management LLC Credit Linked Nts., 7.55%, 5/24/12³		5,267,585			5,230,712
Merrill Lynch, Colombia (Republic of) Credit Linked Nts., 10%, 11/17/16³		1,784,000,000	COP		766,140
Morgan Stanley:
Peru (Republic of) Credit Linked Nts., 6.25%, 3/23/17¹³		4,885,000	PEN		1,341,654
Russian Federation Total Return Linked Bonds, Series 007, Cl. VR, 5%, 8/22/34		85,122,158	RUR		1,366,628
Morgan Stanley & Co. International Ltd./Red Arrow International Leasing plc Total Return Linked Nts., Series A, 8.375%, 7/9/12		14,192,567	RUR		466,690
Morgan Stanley Capital Services, Inc.:
Brazil (Federal Republic of) Credit Linked Nts., 12.551%, 1/5/22^12,13		28,914,000	BRR		1,559,679
Ukraine (Republic of) Credit Linked Nts., 2.396%, 10/15/17^1,3		8,300,000			3,984,000
Ukraine (Republic of) Credit Linked Nts., Series 2, 3.266%, 10/15/17^1,3		6,800,000			3,264,000
United Mexican States Credit Linked Nts., 5.64%, 11/20/15³		2,000,000			1,640,000
WTI Trading Ltd. Total Return Linked Nts., Series A, 15%, 3/8/12		5,139,504			4,778,711
WTI Trading Ltd. Total Return Linked Nts., Series C, 15%, 3/8/12		6,876,672			6,395,305
UBS AG, Ghana (Republic of) Credit Linked Nts., 14.47%, 12/28/11³		1,222,052	GHS		768,184

Total Structured Securities (Cost $221,887,024)					182,307,404

Event-Linked Bonds—0.9%
Akibare Ltd. Catastrophe Linked Nts., Cl. A, 3.217%, 5/22/12^1,13		1,888,000			1,830,677
Atlas V Capital Ltd. Catastrophe Linked Nts., Series 2, 11.79%, 2/24/12^1,13		820,000			879,799
East Lane Re III Ltd. Catastrophe Linked Nts., 10.54%, 3/16/12^1,13		3,373,000			3,526,134
Fhu-Jin Ltd. Catastrophe Linked Nts., Cl. B, 4.181%, 8/10/11^1,13		2,880,000			2,863,296

F24 | OPPENHEIMER STRATEGIC BOND FUND/VA


	Principal
	Amount		Value
Event-Linked Bonds Continued
Longpoint RE Ltd. Catastrophe Linked Nts.:
5.40%, 12/18/13^1,13	$	1,915,000	$	1,912,606
5.40%, 12/24/12^1,13		1,033,000		1,031,657
Medquake Ltd. Catastrophe Linked Nts., 5.373%, 5/31/10^1,13		1,500,000		1,486,523
Midori Ltd. Catastrophe Linked Nts., 3.034%, 10/24/12^1,13		1,850,000		1,804,305
Multicat Mexico 2009 Ltd. Catastrophe Linked Nts.:
10.309%, 10/19/12^1,13		599,000		599,599
11.559%, 10/19/12¹		1,790,000		1,793,580
Muteki Ltd. Catastrophe Linked Nts., 4.673%, 5/24/11^1,13		2,100,000		2,049,720
Nelson Re Ltd. Catastrophe Linked Nts., Series 2007-I, Cl. A, 12.173%, 6/21/10^1,13		3,340,000		3,323,133
Osiris Capital plc Catastrophe Linked Combined Mortality Index Nts., Series D, 5.284%, 1/15/10^1,13		890,000		889,964
Redwood Capital XI Ltd. Catastrophe Linked Nts., 0.00%, 1/10/11^1,13,18		1,331,000		1,331,333
Residential Reinsurance 2007 Ltd. Catastrophe Linked Nts.:
Series CL2, 11.756%, 6/6/11^1,13		2,590,000		2,573,877
Series CL3, 12.506%, 6/7/10^1,13		1,000,000		1,025,400
Successor X Ltd. Catastrophe Linked Nts.:
12.941%, 12/9/10^1,12,13		683,000		607,255
23.131%, 12/9/10^12,13		939,000		763,524
Vega Capital Ltd. Catastrophe Linked Nts., Series D, 0%, 6/24/11^12,13		4,205,000		5,713,544
Willow Re Ltd. Catastrophe Linked Nts., 6/16/10^2,3		1,582,000		1,109,378

Total Event-Linked Bonds (Cost $35,996,992)				37,115,304


	Expiration		Strike
	Date		Price			Contracts		Value
Options Purchased—0.0%
Euro (EUR) Call⁴		1/15/10		1.489	EUR		208,545,000	$	—
Mexican Nuevo Peso (MXN) Call⁴		3/18/10	$	12.50			97,000,000		59,364

Total Options Purchased (Cost $7,867,185)									59,364


	Shares
Investment Companies—10.0%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^18,19		4,680,460			4,680,460
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%^19,20		76,771,099			76,771,099
Oppenheimer Master Event-Linked Bond Fund, LLC^4,20		1,404,749			14,343,328
Oppenheimer Master Loan Fund, LLC^4,20		33,609,439			347,307,865

Total Investment Companies (Cost $436,559,744)					443,102,752
Total Investments, at Value (excluding Investments Purchased with Cash Collateral from Securities Loaned) (Cost $4,463,675,877)					4,463,916,334

Investments Purchased with Cash Collateral from Securities Loaned—0.9%²¹
OFI Liquid Assets Fund, LLC, 0.33%^19,20 (Cost $37,599,500)		37,599,500			37,599,500

Total Investments, at Value (Cost $4,501,275,377)		102.0	%		4,501,515,834
Liabilities in Excess of Other Assets		(2.0	)		(87,017,808	)

Net Assets		100.0	%	$	4,414,498,026

F25 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments

Principal amount is reported in U.S. Dollars, except for those denoted in the following currencies:


AUD		Australian Dollar
BRR		Brazilian Real
CAD		Canadian Dollar
COP		Colombian Peso
DKK		Danish Krone
DOP		Dominican Republic Peso
EGP		Egyptian Pounds
EUR		Euro
GBP		British Pound Sterling
GHS		Ghana Cedi
HUF		Hungarian Forint
IDR		Indonesia Rupiah
ILS		Israeli Shekel
JPY		Japanese Yen
MXN		Mexican Nuevo Peso
NOK		Norwegian Krone
PEN		Peruvian New Sol
PHP		Philippines Peso
PLZ		Polish Zloty
RUR		Russian Ruble
SEK		Swedish Krona
TRY		New Turkish Lira
UAH		Ukraine Hryvnia
VND		Vietnam Dong
ZAR		South African Rand


1.		Represents the current interest rate for a variable or increasing rate security.

2.		Issue is in default. See Note 1 of accompanying Notes.

3.		Illiquid or restricted security. The aggregate value of illiquid or restricted securities as of December 31, 2009 was $163,931,880, which represents 3.71% of the Fund’s net assets, of which $5,823,645 is considered restricted. See Note 6 of accompanying Notes. Information concerning restricted securities is as follows:


							Unrealized
	Acquisition						Appreciation
Security	Date		Cost		Value		(Depreciation)

Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 1A, 6.958%, 9/24/14		12/27/07	$	1,364,764	$	1,135,148	$	(229,616	)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 1B, 6.958%, 9/24/14		6/12/08		286,334		227,030		(59,304	)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 1C, 6.958%, 9/24/14		8/12/08		487,085		378,383		(108,702	)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 1D, 6.958%, 9/24/14		8/6/09		189,935		189,191		(744	)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 1E, 6.958%, 9/24/14		9/10/09		259,017		264,868		5,851
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2A, 8.42%, 5/22/15		5/21/08		136,622		108,318		(28,304	)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2B, 8.42%, 5/22/15		6/12/08		239,007		189,505		(49,502	)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2C, 8.42%, 5/22/15		6/18/08		3,626,317		2,857,270		(769,047	)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2D, 8.42%, 5/22/15		7/8/08		264,086		208,234		(55,852	)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2E, 8.42%, 5/22/15		7/15/08		192,185		151,286		(40,899	)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2F, 8.42%, 5/22/15		8/8/08		124,426		96,619		(27,807	)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2G, 8.42%, 5/22/15		8/22/08		22,959		17,793		(5,166	)

			$	7,192,737	$	5,823,645	$	(1,369,092	)

4.		Non-income producing security.

5.		A sufficient amount of securities has been designated to cover outstanding foreign currency exchange contracts. See Note 5 of accompanying Notes.

6.		Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $20,563,263 or 0.47% of the Fund’s net assets as of December 31, 2009.

F26 | OPPENHEIMER STRATEGIC BOND FUND/VA

7.		The current amortization rate of the security’s cost basis exceeds the future interest payments currently estimated to be received. Both the amortization rate and interest payments are contingent on future mortgage pre-payment speeds and are therefore subject to change.

8.		When-issued security or delayed delivery to be delivered and settled after December 31, 2009. See Note 1 of accompanying Notes.

9.		A sufficient amount of liquid assets has been designated to cover outstanding written put options. See Note 5 of accompanying Notes.

10.		Partial or fully-loaned security. See Note 7 of accompanying Notes.

11.		All or a portion of the security is held in collateralized accounts to cover initial margin requirements on open futures contracts. The aggregate market value of such securities is $24,999,850. See Note 5 of accompanying Notes.

12.		Zero coupon bond reflects effective yield on the date of purchase.

13.		Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $540,855,282 or 12.25% of the Fund’s net assets as of December 31, 2009.

14.		Interest or dividend is paid-in-kind, when applicable.

15.		This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.

16.		Denotes an inflation-indexed security: coupon and principal are indexed to a consumer price index.

17.		Denotes a step bond: a zero coupon bond that converts to a fixed or variable interest rate at a designated future date. 18. Interest rate is less than 0.0005%.

18.		Interest rate is less than 0.0005%.

19.		Rate shown is the 7-day yield as of December 31, 2009.

20.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares		Gross		Gross		Shares
	December 31, 2008		Additions		Reductions		December 31, 2009

OFI Liquid Assets Fund, LLC		325,265,870		244,535,280		532,201,650		37,599,500
Oppenheimer Institutional Money Market Fund, Cl. E		314,416,821		3,251,233,591		3,488,879,313		76,771,099
Oppenheimer Master Event-Linked Bond Fund, LLC		1,404,749		—		—		1,404,749
Oppenheimer Master Loan Fund, LLC		14,194,313		19,415,126		—		33,609,439


						Realized
	Value		Income			Loss

OFI Liquid Assets Fund, LLC	$	37,599,500	$	501,092	^a	$	—
Oppenheimer Institutional Money Market Fund, Cl. E		76,771,099		2,500,925			—
Oppenheimer Master Event-Linked Bond Fund, LLC		14,343,328		1,286,057	^b		280,967	^b
Oppenheimer Master Loan Fund, LLC		347,307,865		20,407,379	^c		1,762,842	^c

	$	476,021,792	$	24,695,453		$	2,043,809

a.		Net of compensation to the securities lending agent and rebates paid to the borrowing counterparties.

b.		Represents the amount allocated to the Fund from Oppenheimer Master Event-Linked Bond Fund, LLC. c. Represents the amount allocated to the Fund from Oppenheimer Master Loan Fund, LLC.

c.		Represents the amount allocated to the Fund from Oppenheimer Master Loan Fund, LLC.

21.		The security/securities have been segregated to satisfy the forward commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 7 of accompanying Notes.

Valuation Inputs

	1)		Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

	2)		Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

	3)		Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:

F27 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued


							Level 3—
	Level 1—			Level 2—			Significant
	Unadjusted			Other Significant			Unobservable
	Quoted Prices			Observable Inputs			Inputs		Value

Assets Table
Investments, at Value:
Asset-Backed Securities	$	—		$	26,427,935		$	1,445,549	$	27,873,484
Mortgage-Backed Obligations		—			636,575,400			—		636,575,400
U.S. Government Obligations		—			92,167,477			—		92,167,477
Foreign Government Obligations		—			1,880,524,205			290,296		1,880,814,501
Loan Participations		—			93,585,124			—		93,585,124
Corporate Bonds and Notes		—			1,064,085,287			—		1,064,085,287
Preferred Stocks		—			—			—		—
Common Stocks		4,501,455			1,726,611			2,168		6,230,234
Rights, Warrants and Certificates		—			—			3		3
Structured Securities		—			174,732,843			7,574,561		182,307,404
Event-Linked Bonds		—			37,115,304			—		37,115,304
Options Purchased		—			59,364			—		59,364
Investment Companies		443,102,752			—			—		443,102,752
Investments Purchased with Cash Collateral from Securities Loaned		37,599,500			—			—		37,599,500

Total Investments, at Value		485,203,707			4,006,999,550			9,312,577		4,501,515,834
Other Financial Instruments:
Appreciated swaps, at value		—			13,432,301			—		13,432,301
Futures margins		2,104,699			—			—		2,104,699
Foreign currency exchange contracts		—			29,623,669			—		29,623,669

Total Assets	$	487,308,406		$	4,050,055,520		$	9,312,577	$	4,546,676,503

Liabilities Table
Other Financial Instruments:
Appreciated swaps, at value	$	—		$	(1,195,988	)	$	—	$	(1,195,988	)
Depreciated swaps, at value		—			(7,663,287	)				(7,663,287	)
Appreciated options written, at value		—			(94,558	)		—		(94,558	)
Futures margins		(3,112,305	)		—			—		(3,112,305	)
Foreign currency exchange contracts		—			(11,995,141	)		—		(11,995,141	)
Unfunded purchase agreements		—			(354,545	)		—		(354,545	)

Total Liabilities	$	(3,112,305	)	$	(21,303,519	)	$	—	$	(24,415,824	)

Currency contracts, unfunded purchase agreements and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

F28 | OPPENHEIMER STRATEGIC BOND FUND/VA

Foreign Currency Exchange Contracts as of December 31, 2009 are as follows:


		Contract
Counterparty/		Amount			Expiration				Unrealized		Unrealized
Contract Description	Buy/Sell	(000’s)			Dates		Value		Appreciation		Depreciation

Banc of America:
Australian Dollar (AUD)	Sell		30,900	AUD		2/10/10	$	27,639,799	$	156,435	$	202,132
Chinese Renminbi (Yuan) (CNY)	Sell		58,800	CNY		2/4/10		8,615,911		5,790		—
Indonesia Rupiah (IDR)	Buy		217,849,000	IDR		1/29/10-2/25/10		22,987,362		189,726		—
Japanese Yen (JPY)	Buy		3,133,000	JPY		5/10/10		33,669,336		—		995,074
New Zealand Dollar (NZD)	Buy		23,740	NZD		2/10/10		17,184,548		87,370		—

										439,321		1,197,206

Bank Paribas Asia—FGN:
New Turkish Lira (TRY)	Buy		21,650	TRY		11/3/10		14,471,531		133,308		—
Norwegian Krone (NOK)	Buy		81,700	NOK		2/10/10		14,085,177		—		495,013
Norwegian Krone (NOK)	Sell		55,100	NOK		2/10/10		9,499,306		102,502		3,061
Polish Zloty (PLZ)	Buy		142,710	PLZ		1/7/10-2/10/10		49,798,305		784,176		216,263
Polish Zloty (PLZ)	Sell		24,790	PLZ		5/10/10		8,580,854		6,520		—

										1,026,506		714,337

Barclay’s Capital:
Euro (EUR)	Sell		174,850	EUR		1/21/10-3/4/10		250,638,618		8,829,428		1,087,269
Hungarian Forint (HUF)	Sell		5,568,000	HUF		2/8/10		29,450,355		1,361,443		—
Japanese Yen (JPY)	Sell		3,484,500	JPY		2/2/10-4/5/10		37,427,468		1,577,043		—
Mexican Nuevo Peso (MXN)	Buy		51,410	MXN		1/29/10		3,916,300		—		8,727
Philippines Peso (PHP)	Buy		414,000	PHP		2/2/10		8,919,559		160,750		—

										11,928,664		1,095,996

Citigroup:
Colombian Peso (COP)	Sell		14,711,000	COP		1/29/10		7,184,852		103,233		—
Euro (EUR)	Sell		31,810	EUR		2/10/10-3/18/10		45,597,041		946,303		—
New Taiwan Dollar (TWD)	Sell		280,000	TWD		2/4/10		8,868,500		—		104,121
Peruvian New Sol (PEN)	Sell		14,600	PEN		1/19/10-1/21/10		5,051,919		17,741		—
Singapore Dollar (SGD)	Buy		2,070	SGD		5/10/10		1,471,739		—		12,017
Swedish Krona (SEK)	Buy		14,400	SEK		2/10/10		2,013,138		—		83,641
Swedish Krona (SEK)	Sell		4,700	SEK		2/10/10		657,066		3,032		—

										1,070,309		199,779

Credit Suisse:
British Pound Sterling (GBP)	Buy		4,500	GBP		2/10/10		7,266,617		—		258,531
New Turkish Lira (TRY)	Sell		75,780	TRY		1/13/10-2/16/10		50,514,864		—		268,410
Russian Ruble (RUR)	Buy		199,860	RUR		10/7/10		6,319,466		—		132,300
South African Rand (ZAR)	Buy		261,675	ZAR		1/20/10		35,319,752		474,498		—
Swedish Krona (SEK)	Buy		22,800	SEK		2/10/10		3,187,469		16,927		—
Swedish Krona (SEK)	Sell		105,220	SEK		2/10/10		14,709,889		335,017		8,637

										826,442		667,878

Deutsche Bank Capital Corp.:
Australian Dollar (AUD)	Sell		1,200	AUD		1/21/10		1,075,545		—		14,577
British Pound Sterling (GBP)	Sell		2,625	GBP		1/21/10		4,239,362		—		8,649
Euro (EUR)	Sell		22,010	EUR		5/10/10		31,542,442		875,503		35,376
Indian Rupee (INR)	Buy		764,000	INR		2/22/10		16,353,045		—		11,955
Japanese Yen (JPY)	Sell		4,737,000	JPY		1/21/10-5/10/10		50,872,062		2,534,788		—
Norwegian Krone (NOK)	Buy		49,700	NOK		2/10/10		8,568,339		—		11,188
Norwegian Krone (NOK)	Sell		83,590	NOK		2/10/10		14,411,016		252,495		2,904
Russian Ruble (RUR)	Buy		331,200	RUR		10/7/10		10,472,366		—		442,118
Swiss Franc (CHF)	Buy		2,640	CHF		2/10/10		2,552,713		59		—
Swiss Franc (CHF)	Sell		36,038	CHF		1/21/10-2/10/10		34,846,333		—		15,053

										3,662,845		541,820

F29 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Foreign Currency Exchange Contracts: Continued


		Contract
Counterparty/		Amount			Expiration				Unrealized		Unrealized
Contract Description	Buy/Sell	(000’s)			Dates		Value		Appreciation		Depreciation

Goldman, Sachs & Co.:
Brazilian Real (BRR)	Buy		63,000	BRR		2/2/10	$	35,926,494	$	924,610	$	—
Brazilian Real (BRR)	Sell		8,680	BRR		2/2/10		4,949,872		—		114,757
Mexican Nuevo Peso (MXN)	Buy		224,250	MXN		1/19/10-1/29/10		17,101,397		—		319,972
South African Rand (ZAR)	Buy		231,040	ZAR		2/17/10		31,022,462		483,341		—
South Korean Won (KRW)	Buy		14,046,000	KRW		1/19/10		12,054,881		—		23,543

										1,407,951		458,272

Hong Kong & Shanghai Bank Corp.:
Israeli Shekel (ILS)	Buy		37,870	ILS		1/29/10		9,998,319		13,908		2,932
Mexican Nuevo Peso (MXN)	Sell		75,010	MXN		1/29/10		5,714,096		64,127		—
New Turkish Lira (TRY)	Buy		12,925	TRY		2/8/10		8,602,856		6,820		—
Polish Zloty (PLZ)	Buy		35,980	PLZ		1/7/10		12,559,621		—		515,628

										84,855		518,560

JP Morgan Chase:
Chilean Peso (CLP)	Sell		4,554,000	CLP		2/8/10		8,987,747		102,073		—
Euro (EUR)	Sell		23,740	EUR		1/13/10-11/8/10		34,028,251		56,986		859,105
Indian Rupee (INR)	Buy		1,030,000	INR		1/19/10		22,101,569		—		58,500
Indonesia Rupiah (IDR)	Buy		236,102,000	IDR		1/13/10-3/29/10		24,872,017		81,526		16,960
Japanese Yen (JPY)	Sell		724,000	JPY		4/5/10		7,777,765		74,048		—
Malaysian Ringgit (MYR)	Buy		7,010	MYR		5/10/10		2,036,596		—		13,651
Mexican Nuevo Peso (MXN)	Buy		70,490	MXN		1/19/10		5,376,168		—		135,932
Mexican Nuevo Peso (MXN)	Sell		51,180	MXN		1/29/10		3,898,779		42,237		—
Russian Ruble (RUR)	Buy		391,780	RUR		1/18/10		12,329,997		1,140		142,176
South Korean Won (KRW)	Buy		26,853,000	KRW		1/19/10		23,046,399		—		58,918

										358,010		1,285,242

RBS Greenwich Capital:
Polish Zloty (PLZ)	Buy		135,830	PLZ		1/7/10		47,414,489		583,619		697,460
South African Rand (ZAR)	Buy		47,270	ZAR		3/18/10		6,311,442		117,141		—
Swiss Franc (CHF)	Buy		27,730	CHF		2/10/10-5/10/10		26,814,962		12,367		341,145
Swiss Franc (CHF)	Sell		53,480	CHF		2/2/10-2/10/10		51,711,358		788,759		17,826

										1,501,886		1,056,431

Santander Investments:
Argentine Peso (ARP)	Buy		32,900	ARP		2/9/10		8,538,630		28,542		—
Colombian Peso (COP)	Buy		7,737,000	COP		1/19/10		3,778,751		—		130,799
Mexican Nuevo Peso (MXN)	Sell		198,910	MXN		2/8/10		15,135,279		—		372,226

										28,542		503,025

Standard New York Securities, Inc.
South African Rand (ZAR)	Buy		68,600	ZAR		2/8/10		9,226,217		12,227		—

State Street:
British Pound Sterling (GBP)	Buy		5,190	GBP		2/10/10		8,380,831		11,101		8,813
British Pound Sterling (GBP)	Sell		7,630	GBP		2/10/10		12,320,952		323,112		—
Canadian Dollar (CAD)	Buy		30,070	CAD		2/10/10		28,752,155		409,790		10
Canadian Dollar (CAD)	Sell		25,600	CAD		1/21/10-2/10/10		24,478,081		5		486,705
Euro (EUR)	Buy		3,410	EUR		2/10/10		4,888,155		—		231,607
Euro (EUR)	Sell		200,070	EUR		1/13/10-2/10/10		286,806,359		6,379,483		1,647,006

										7,123,491		2,374,141

F30 | OPPENHEIMER STRATEGIC BOND FUND/VA

Foreign Currency Exchange Contracts: Continued

Contract

Counterparty/

Amount

Expiration

Unrealized

Contract Description

Buy/Sell

(000’s)

Dates

Value

Appreciation

Depreciation

Westpac:

Australian Dollar (AUD)

Buy

87,750

AUD

2/10/10

78,491,663

22,855

1,382,454

British Pound Sterling (GBP)

Buy

2,560

GBP

3/18/10

4,132,941

48,410

—

New Zealand Dollar (NZD)

Buy

10,730

NZD

2/10/10

7,767,068

81,355

—

152,620

1,382,454

Total unrealized appreciation and depreciation

29,623,669

11,995,141

Futures Contracts as of December 31, 2009 are as follows:


								Unrealized
		Number of		Expiration				Appreciation
Contract Description	Buy/Sell	Contracts		Date		Value		(Depreciation)

CAC40 10 Euro Index	Sell		166		1/15/10	$	9,379,546	$	(176,656	)
DAX Index	Buy		34		3/19/10		7,261,744		93,395
DAX Index	Sell		44		3/19/10		9,397,552		(120,878	)
Euro-BOBL	Sell		450		3/8/10		74,611,867		727,938
Euro-Bundesobligation	Buy		120		3/8/10		20,847,800		(327,405	)
FTSE 100 Index	Sell		17		3/19/10		1,472,178		(29,081	)
Japan (Government of) Bonds, 10 yr.	Sell		21		3/11/10		31,499,436		(65,353	)
Japan (Government of) E-Mini Bonds, 10 yr.	Buy		50		3/10/10		7,501,476		20,710
NASDAQ 100 E-Mini Index	Buy		409		3/19/10		15,204,575		520,493
NIKKEI 225 Index	Buy		22		3/11/10		1,243,088		52,992
NIKKEI 225 Index	Sell		104		3/11/10		11,769,582		(505,173	)
Standard & Poor’s 500 E-Mini	Sell		982		3/19/10		54,535,370		(332,800	)
United Kingdom Long Gilt	Buy		11		3/29/10		2,033,451		(7,111	)
U.S. Long Bonds	Buy		2,002		3/22/10		230,980,750		(9,450,662	)
U.S. Long Bonds	Sell		614		3/22/10		70,840,250		1,379,260
U.S. Treasury Nts., 2 yr.	Buy		169		3/31/10		36,548,891		(93,587	)
U.S. Treasury Nts., 2 yr.	Sell		711		3/31/10		153,764,860		552,336
U.S. Treasury Nts., 5 yr.	Buy		1,491		3/31/10		170,544,774		(2,878,778	)
U.S. Treasury Nts., 5 yr.	Sell		1,205		3/31/10		137,831,290		2,329,188
U.S. Treasury Nts., 10 yr.	Buy		3,793		3/22/10		437,913,703		(10,497,683	)
U.S. Treasury Nts., 10 yr.	Sell		1,913		3/22/10		220,861,828		5,629,934

								$	(13,178,921	)

Written Option as of December 31, 2009 is as follows:

Number of

Exercise

Expiration

Premiums

Unrealized

Description

Type

Contracts

Price

Date

Received

Value

Appreciation

Mexican Nuevo Peso (MXN)

Put

108,600,000

3/18/10

106,195

(94,558

)

11,637

Credit Default Swap Contracts as of December 31, 2009 are as follows:


				Pay/					Upfront
	Buy/Sell	Notional		Receive					Payment					Unrealized
Reference Entity/	Credit	Amount		Fixed			Termination		Received/					Appreciation
Swap Counterparty	Protection	(000’s)		Rate			Date		(Paid)		Value			(Depreciation)

Baxter International, Inc.
UBS AG	Buy	$	7,068		1.00	%		12/20/14	$	198,497	$	(190,739	)	$	7,758

	Total		7,068							198,497		(190,739	)		7,758

Bolivarian Republic of Venezuela:
Barclays Bank plc	Sell		1,360		30.50			1/20/10		—		203,927			203,927
Morgan Stanley Capital Services, Inc.	Sell		1,360		30.00			1/20/10		—		200,453			200,453

	Total		2,720							—		404,380			404,380

F31 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Credit Default Swap Contracts: Continued


				Pay/					Upfront
	Buy/Sell	Notional		Receive					Payment					Unrealized
Reference Entity/	Credit	Amount		Fixed			Termination		Received/					Appreciation
Swap Counterparty	Protection	(000’s)		Rate			Date		(Paid)		Value			(Depreciation)

CBS Corp.
Credit Suisse International	Sell	$	7,068		1.00	%		12/20/14	$	120,990	$	(140,988	)	$	(19,998	)

	Total		7,068							120,990		(140,988	)		(19,998	)

CDX North America High Yield
Index, Series 12:
Credit Suisse International	Sell		5,922		5.00			6/20/14		704,471		23,921			728,392
JPMorgan Chase Bank NA, NY Branch	Sell		4,418		5.00			6/20/14		527,706		17,846			545,552

	Total		10,340							1,232,177		41,767			1,273,944

CDX North America High Yield
Index, Series 13:
Barclays Bank plc	Sell		15,993		5.00			12/20/14		1,517,897		(69,734	)		1,448,163
Goldman Sachs International	Sell		9,593		5.00			12/20/14		831,725		(41,827	)		789,898
Goldman Sachs International	Sell		15,993		5.00			12/20/14		1,507,800		(69,734	)		1,438,066
JPMorgan Chase Bank NA, NY Branch	Sell		4,950		5.00			12/20/14		259,875		(31,965	)		227,910

	Total		46,530							4,117,297		(213,260	)		3,904,037

Development Bank of Kazakhstan JSC
Credit Suisse International	Sell		7,500		3.75			2/20/13		—		22,463			22,463

	Total		7,500							—		22,463			22,463

Devon Energy
Credit Suisse International	Buy		7,068		1.00			12/20/14		135,511		(126,857	)		8,654

	Total		7,068							135,511		(126,857	)		8,654
Hartford Financial Services Group, Inc.
Credit Suisse International	Sell		6,726		1.00			12/20/14		444,443		(148,982	)		295,461

	Total		6,726							444,443		(148,982	)		295,461

HSBK Europe BV:
Morgan Stanley Capital Services, Inc.	Sell		600		4.78			3/20/13		—		(14,129	)		(14,129	)
Morgan Stanley Capital Services, Inc.	Sell		3,200		4.88			3/20/13		—		(66,495	)		(66,495	)

	Total		3,800							—		(80,624	)		(80,624	)

International Paper Co.
JPMorgan Chase Bank NA, NY Branch	Sell		7,068		1.00			12/20/14		67,738		(78,079	)		(10,341	)

	Total		7,068							67,738		(78,079	)		(10,341	)

Islamic Republic of Pakistan
Citibank NA, New York	Sell		1,570		5.10			3/20/13		—		(108,565	)		(108,565	)

	Total		1,570							—		(108,565	)		(108,565	)

Istanbul Bond Co. SA for Finansbank AS
Morgan Stanley Capital Services, Inc.	Sell		5,180		1.30			3/24/13		—		(478,804	)		(478,804	)

	Total		5,180							—		(478,804	)		(478,804	)

Lockheed Martin Corp.
Morgan Stanley Capital Services, Inc.	Buy		6,726		1.00			12/20/14		228,472		(213,882	)		14,590

	Total		6,726							228,472		(213,882	)		14,590

F32 | OPPENHEIMER STRATEGIC BOND FUND/VA

Credit Default Swap Contracts: Continued


				Pay/					Upfront
	Buy/Sell	Notional		Receive					Payment						Unrealized
Reference Entity/	Credit	Amount		Fixed			Termination		Received/						Appreciation
Swap Counterparty	Protection	(000’s)		Rate			Date		(Paid)			Value			(Depreciation)

Nordstrom, Inc.
Deutsche Bank AG	Sell	$	7,005		1.00	%		12/20/14	$	72,759		$	1,982		$	74,741

	Total		7,005							72,759			1,982			74,741

Republic of Hellenic:
Barclays Bank plc	Buy		2,120		1.00			12/20/14		(106,433	)		151,656			45,223

	Total		2,120							(106,433	)		151,656			45,223
Barclays Bank plc	Sell		16,630		1.00			12/20/14		1,087,616			(1,189,638	)		(102,022	)

	Total		16,630							1,087,616			(1,189,638	)		(102,022	)

Republic of Hungary
Credit Suisse International	Sell		4,600		2.70			9/20/10		—			43,231			43,231

	Total		4,600							—			43,231			43,231

Republic of Peru
Deutsche Bank AG	Buy		1,900		1.71			12/20/16		—			(50,774	)		(50,774	)

	Total		1,900							—			(50,774	)		(50,774	)

Republic of the Philippines:
Barclays Bank plc	Buy		3,270		1.76			12/20/14		—			4,153			4,153
JPMorgan Chase Bank NA, London Branch	Buy		4,900		1.74			12/20/14		—			10,594			10,594

	Total		8,170							—			14,747			14,747

The Kroger Co.
UBS AG	Buy		7,068		1.00			12/20/14		68,420			(47,554	)		20,866

	Total		7,068							68,420			(47,554	)		20,866

Troy Capital SA for Yasar Holdings SA
Morgan Stanley Capital Services, Inc.	Sell		1,340		8.75			6/20/10		—			(253,192	)		(253,192	)

	Total		1,340							—			(253,192	)		(253,192	)

United Mexican States
Goldman Sachs International	Buy		3,080		1.35			9/20/14		—			(2,546	)		(2,546	)

	Total		3,080							—			(2,546	)		(2,546	)

Wal-Mart Stores, Inc.
Morgan Stanley Capital Services, Inc.	Buy		6,726		1.00			12/20/14		157,160			(149,398	)		7,762

	Total		6,726							157,160			(149,398	)		7,762

XL Capital Ltd.
Deutsche Bank AG	Sell		6,420		1.00			12/20/14		177,397			(105,316	)		72,081

	Total		6,420							177,397			(105,316	)		72,081

				Grand Total Buys						681,627			(615,347	)		66,280
				Grand Total Sells						7,320,417			(2,283,625	)		5,036,792

				Total Credit Default Swaps					$	8,002,044		$	(2,898,972	)	$	5,103,072

F33 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

The table that follows shows the undiscounted maximum potential payment by the Fund related to selling credit protection in credit default swaps:


Type of Reference	Total Maximum Potential
Asset on which the	Payments for Selling Credit				Reference Asset
Fund Sold Protection	Protection (Undiscounted)		Amount Recoverable*		Rating Range**

Non-Investment Grade Corporate Debt Indexes	$	56,870,000	$	—		B
Investment Grade Single Name Corporate Debt		34,287,000		—	BBB+ to BBB
Investment Grade Sovereign Debt		33,910,000		—	BBB+ to BBB-
Non-Investment Grade Sovereign Debt		9,430,000		—	BB- to B-

Total	$	134,497,000	$	—


*		The Fund has no amounts recoverable from related purchased protection. In addition, the Fund has no recourse provisions under the credit derivatives and holds no collateral which can offset or reduce potential payments under a triggering event.

**		The period end reference asset security ratings, as rated by any rating organization, are included in the equivalent Standard & Poor’s rating category. The reference asset rating represents the likelihood of a potential credit event on the reference asset which would result in a related payment by the Fund.

Interest Rate Swap Contracts as of December 31, 2009 are as follows:


	Notional
Interest Rate/	Amount			Paid by			Received by			Termination
Swap Counterparty	(000’s)			the Fund			the Fund			Date	Value

BZDI:
Banco Santander Central Hispano SA		4,420	BRR	BZDI				14.000	%	1/3/12	$	211,162
Goldman Sachs Group, Inc. (The)		43,800	BRR	BZDI				10.670		1/2/12		(462,781	)
Goldman Sachs Group, Inc. (The)		6,910	BRR	BZDI				12.260		1/2/15		(1,744	)
Goldman Sachs Group, Inc. (The)		3,160	BRR	BZDI				12.260		1/2/15		(830	)
Goldman Sachs Group, Inc. (The)		4,420	BRR	BZDI				14.050		1/2/12		211,119
Goldman Sachs Group, Inc. (The)		30,100	BRR	BZDI				12.800		1/2/17		38,036
Goldman Sachs Group, Inc. (The)		4,390	BRR	BZDI				12.870		1/2/14		64,166
Goldman Sachs Group, Inc. (The)		4,035	BRR	BZDI				14.160		1/2/17		98,643
Goldman Sachs Group, Inc. (The)		8,790	BRR	BZDI				12.920		1/2/14		140,372
Goldman Sachs Group, Inc. (The)		7,700	BRR	BZDI				14.300		1/2/17		203,928
Goldman Sachs Group, Inc. (The)		19,400	BRR	BZDI				12.870		1/2/14		217,657
Goldman Sachs International		2,640	BRR	BZDI				14.100		1/2/17		59,862
Goldman Sachs International		17,000	BRR	BZDI				13.900		1/2/17		385,913
JPMorgan Chase Bank NA		15,800	BRR	BZDI				13.900		1/2/17		286,868
Morgan Stanley		12,300	BRR	BZDI				12.810		1/2/17		50,337
Morgan Stanley		17,000	BRR	BZDI				12.050		1/2/12		190,798
Morgan Stanley		12,860	BRR	BZDI				15.000		1/2/17		340,513
Morgan Stanley		32,000	BRR	BZDI				13.900		1/2/17		581,128

Total		246,725	BRR									2,615,147

MXN TIIE BANXICO:
Banco Santander SA, Inc.		97,800	MXN	BANXICO				8.060		2/6/14		199,637
Banco Santander SA, Inc.		90,600	MXN	BANXICO				8.540		9/27/13		334,615
Citibank NA		175,200	MXN	BANXICO				8.920		11/24/11		608,084
Credit Suisse International		35,800	MXN	BANXICO				8.560		9/27/13		143,714
Goldman Sachs Group, Inc. (The)		54,800	MXN	BANXICO				8.540		9/27/13		202,394
Goldman Sachs Group, Inc. (The)		174,000	MXN	BANXICO				9.350		11/18/11		687,740
Goldman Sachs Group, Inc. (The)		211,300	MXN	BANXICO				9.080		11/22/11		760,176
Goldman Sachs Group, Inc. (The)		212,800	MXN	BANXICO				9.270		11/21/11		805,995
Goldman Sachs Group, Inc. (The)		563,000	MXN	BANXICO				10.000		11/11/11		953,984
JPMorgan Chase Bank NA		171,100	MXN	BANXICO				8.920		11/24/11		593,854
JPMorgan Chase Bank NA		560,000	MXN	BANXICO				10.000		11/11/11		948,901

Total		2,346,400	MXN									6,239,094

Six-Month AUD BBR BBSW
							Six-Month AUD
Westpac Banking Corp.		24,000	AUD		6.215	%	BBR BBSW			11/4/19		18,949

F34 | OPPENHEIMER STRATEGIC BOND FUND/VA

Interest Rate Swap Contracts: Continued


	Notional
Interest Rate/	Amount			Paid by		Received by			Termination
Swap Counterparty	(000’s)			the Fund		the Fund			Date		Value

Six-Month HUF BUBOR Reuters:
Barclays Bank plc		866,000	HUF	Six-Month HUF BUBOR Reuters			7.180	%		10/8/18	$	(35,800	)
Barclays Bank plc		1,433,000	HUF	Six-Month HUF BUBOR Reuters			7.820			9/19/13		227,841
Citibank NA		852,000	HUF	Six-Month HUF BUBOR Reuters			7.200			10/8/18		(17,756	)
Citibank NA		853,000	HUF	Six-Month HUF BUBOR Reuters			7.180			10/3/18		(17,631	)
Goldman Sachs Group, Inc. (The)		3,722,000	HUF	Six-Month HUF BUBOR Reuters			6.500			12/7/11		(71,359	)
JPMorgan Chase Bank NA		866,000	HUF	Six-Month HUF BUBOR Reuters			7.200			10/6/18		(18,047	)
JPMorgan Chase Bank NA		753,000	HUF	Six-Month HUF BUBOR Reuters			7.880			8/12/13		94,389
JPMorgan Chase Bank NA		666,000	HUF	Six-Month HUF BUBOR Reuters			7.890			9/12/13		111,736
JPMorgan Chase Bank NA		1,142,000	HUF	Six-Month HUF BUBOR Reuters			8.480			6/6/13		489,245
Morgan Stanley		3,092,000	HUF	Six-Month HUF BUBOR Reuters			6.570			12/1/11		(60,835	)


Total		14,245,000	HUF									701,783

Six-Month JPY BBA LIBOR:
Citibank NA		553,000	JPY		1.391	Six-Month JPY BBA LIBOR				10/6/19		(15,256	)
JPMorgan Chase Bank NA		796,100	JPY		1.484	Six-Month JPY BBA LIBOR				8/7/19		(125,511	)
JPMorgan Chase Bank NA		611,000	JPY		1.563	Six-Month JPY BBA LIBOR				11/9/19		(110,783	)


Total		1,960,100	JPY									(251,550	)

Six-Month PLZ WIBOR WIBO:
Goldman Sachs Group, Inc. (The)		13,700	PLZ	Six-Month PLZ WIBOR WIBO			5.320			10/3/18		(124,012	)
Goldman Sachs Group, Inc. (The)		21,640	PLZ	Six-Month PLZ WIBOR WIBO			5.330			10/6/18		(187,556	)
JPMorgan Chase Bank NA		1,400	PLZ	Six-Month PLZ WIBOR WIBO			5.600			9/10/19		(2,827	)
JPMorgan Chase Bank NA		8,475	PLZ	Six-Month PLZ WIBOR WIBO			5.650			9/11/19		(5,604	)
JPMorgan Chase Bank NA		12,700	PLZ	Six-Month PLZ WIBOR WIBO			5.690			9/14/19		4,617


Total		57,915	PLZ									(315,382	)

Three-Month ILS TELBOR01 Reuters:
Credit Suisse International		6,640	ILS	Three-Month ILS TELBOR01 Reuters			4.940			12/15/18		(59,282	)
Credit Suisse International		6,220	ILS	Three-Month ILS TELBOR01 Reuters			4.650			12/22/18		(87,416	)
UBS AG		16,930	ILS	Three-Month ILS TELBOR01 Reuters			5.036			12/12/18		(82,369	)

F35 OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Interest Rate Swap Contracts: Continued

Notional

Interest Rate/

Amount

Paid by

Received by

Termination

Swap Counterparty

(000’s)

the Fund

Date

Value

Three-Month ILS TELBOR01 Reuters: Continued

Three-Month ILS

UBS AG

17,164

ILS

TELBOR01 Reuters

4.780

1/7/19

17,566

Three-Month ILS

UBS AG

15,550

ILS

TELBOR01 Reuters

5.850

9/4/18

211,859

Total

62,504

ILS

358

Three-Month SEK STIBOR SIDE

Three-Month SEK

Barclays Bank plc

153,255

SEK

STIBOR SIDE

3.470

12/2/19

(160,744

)

Three-Month USD BBA LIBOR

Three-Month

Goldman Sachs Group, Inc. (The)

21,600

USD BBA LIBOR

3.600

11/3/19

(514,000

)

Three-Month ZAR JIBAR SAFEX:

Three-Month ZAR

Barclays Bank plc

94,370

ZAR

JIBAR SAFEX

7.450

9/22/11

1,189

Three-Month ZAR

Goldman Sachs Group, Inc. (The)

63,820

ZAR

JIBAR SAFEX

7.500

9/23/11

813

Total

158,190

ZAR

2,002

Total Interest Rate Swaps

8,335,657

Notional amount is reported in U.S. Dollars (USD), except for those denoted in the following currencies:


AUD		Australian Dollar
BRR		Brazilian Real
HUF		Hungarian Forint
ILS		Israeli Shekel
JPY		Japanese Yen
MXN		Mexican Nuevo Peso
PLZ		Polish Zloty
SEK		Swedish Krona
ZAR		South African Rand

Abbreviations/Definitions are as follows:


BANIXCO		Banco de Mexico
BBA LIBOR		British Bankers’ Association London-Interbank Offered Rate
BBR BBSW		Bank Bill Swap Reference Rate (Australian Financial Market)
BUBOR		Budapest Interbank Offered Rate
BZDI		Brazil Interbank Deposit Rate
JIBAR		South Africa Johannesburg Interbank Agreed Rate
SAFEX		South African Futures Exchange
STIBOR SIDE		Stockholm Interbank Offered Rate
TIIE		Interbank Equilibrium Interest Rate
TELBOR01		Tel Aviv Interbank Offered Rate 1 Month
WIBOR WIBO		Poland Warsaw Interbank Offer Bid Rate

F36 | OPPENHEIMER STRATEGIC BOND FUND/VA

Total Return Swap Contracts as of December 31, 2009 are as follows:

Notional

Reference Entity/

Amount

Paid by

Received by

Termination

Swap Counterparty

(000’s)

the Fund

Date

Value

AMEX Cyclical/Transportation Select Index

One-Month BBA

LIBOR plus 10 basis

points and if negative,

the absolute value of the

Total Return of the AMEX

If positive, the Total Return of the AMEX

Cyclical/Transportation

Morgan Stanley

3,710

Select Index

12/9/10

99,929

AMEX Health Care Select Index

One-Month LIBOR plus 10

basis points and if negative,

the absolute value of

If positive, the

the Total Return of the

Total Return of

AMEX Health Care

the AMEX Health

Deutsche Bank AG

3,669

Select Index

Care Select Index

10/8/10

18,407

AMEX Tech Select Index

One-Month BBA

LIBOR plus 10 basis

points and if negative,

the absolute value of the

Total Return of the AMEX

If positive, the Total Return of the AMEX

Citibank NA

3,670

Tech Select Index

12/8/10

127,079

Custom basket of securities:

One-Month JPY BBA

LIBOR plus 40 basis

points and if negative,

the absolute value of the

Total Return of a custom

If positive, the Total Return of a custom

Citibank NA, New York

1,048,490

JPY

basket of securities

4/14/10

420,552

One-Month EUR BBA

LIBOR plus 25 basis

points and if negative,

the absolute value of the

Total Return of a custom

If positive, the Total Return of a custom

Morgan Stanley

5,896

EUR

basket of securities

3/5/10

324,603

One-Month EUR BBA

LIBOR plus 30 basis

points and if negative,

the absolute value of the

Total Return of a custom

If positive, the Total Return of a custom

Morgan Stanley International

5,894

EUR

basket of securities

10/8/10

90,909

One-Month BBA

LIBOR plus 25 basis

points and if negative,

the absolute value of the

Total Return of a custom

If positive, the Total Return of a custom

UBS AG

44,215

basket of securities

12/6/10

680,593

Reference Entity Total

1,516,657

F37 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Total Return Swap Contracts: Continued

Notional

Reference Entity/

Amount

Paid by

Received by

Termination

Swap Counterparty

(000’s)

the Fund

Date

Value

MSCI Daily TR EAFE Standard Gross USD Index:

One-Month LIBOR

plus 15 basis points

and if negative the

absolute value of the

If positive, the Total

Total Return of the

Return of the MSCI

MSCI Daily EAFE

Daily EAFE Standard

Standard Gross

Citibank NA

8,285

Gross USD Index

USD Index

10/7/10

(122,756

)

One-Month BBA

LIBOR minus 5 basis

points and if negative

the absolute value of

the Total Return of

If positive, the Total Return

the MSCI Daily EAFE

of the MSCI Daily EAFE

Standard Gross

Goldman Sachs Group, Inc. (The)

6,466

Standard Gross USD Index

USD Index

10/7/10

100,007

One-Month BBA

LIBOR minus 35 basis

points and if negative,

the absolute value of

the Total Return of the

If positive, the Total Return

MSCI Daily EAFE

of the MSCI Daily EAFE

Standard Gross

Morgan Stanley

4,970

Standard Gross USD Index

USD Index

10/7/10

52,249

One-Month LIBOR

minus 10 basis points

and if negative, the

absolute value of the

Total Return of the

If positive, the Total Return

MSCI Daily EAFE

of the MSCI Daily EAFE

Standard Gross

UBS AG

6,463

Standard Gross USD Index

USD Index

10/11/10

81,262

Reference Entity Total

110,762

MSCI Daily TR Net Australia USD Index

One-Month BBA

LIBOR plus 20 basis

points and if negative,

the absolute value of the

If positive, the Total

Total Return of the MSCI

Return of the MSCI

Daily Net Australia

Goldman Sachs Group, Inc. (The)

4,012

USD Index

10/11/10

(56,265

)

MSCI Daily TR Net Brazil USD Index

One-Month BBA LIBOR

plus 25 basis points

and if negative, the absolute

If positive, the Total

value of the Total Return

Return of the MSCI

of the MSCI Daily Net

Daily Net Brazil

Goldman Sachs Group, Inc. (The)

3,909

Brazil USD Index

USD Index

10/6/10

(77,512

)

F38 | OPPENHEIMER STRATEGIC BOND FUND/VA

Total Return Swap Contracts: Continued

Notional

Reference Entity/

Amount

Paid by

Received by

Termination

Swap Counterparty

(000’s)

the Fund

Date

Value

MSCI Daily TR Net Emerging Markets South Africa USD Index

One-Month LIBOR

plus 40 basis points

and if negative the

absolute value of the

If positive, the Total

Total Return of the

Return of the MSCI

MSCI Daily Net

Daily Net Emerging

Emerging Markets South

Markets South Africa

Deutsche Bank AG

4,536

Africa USD Index

USD Index

12/6/10

54,422

MSCI Daily TR Net Emerging Markets USD Index

One-Month BBA LIBOR

plus 100 basis points

and if negative, the absolute

If positive, the Total

value of the Total Return of

Return of the MSCI

the MSCI Daily Net Emerging

Daily Net Emerging

UBS AG

8,106

Markets USD Index

5/12/10

125,961

MSCI Daily TR Net Singapore USD Index

One-Month BBA LIBOR

plus 10 basis points and

if negative, the absolute value

If positive, the Total

of the Total Return of the

Return of the MSCI

MSCI Daily Net Singapore

Daily Net Singapore

Citibank NA

4,341

USD Index

11/3/10

78,173

MSCI Daily TR Net Spain USD Index

One-Month LIBOR

minus 25 basis points

and if negative, the

If positive, the Total

absolute value of the

Return of the MSCI

Total Return of the MSCI

Daily Net Spain

Morgan Stanley

4,116

Daily Net Spain USD Index

USD Index

10/6/10

(179,709

)

S&P SmallCap 600 Index

One-Month BBA

LIBOR minus 50 basis

If positive, the Total

points and if negative,

Return of the S&P

the Total Return of the

Goldman Sachs Group, Inc. (The)

10,856

SmallCap 600 Index

S&P SmallCap 600 Index

11/5/10

(651,684

)

Total of Total Return Swaps

1,166,220

Notional amount is reported in U.S. Dollars (USD), except for those denoted in the following currencies:


EUR		Euro
JPY		Japanese Yen

Abbreviations/Definitions are as follows:


BBA LIBOR		British Bankers’ Association London-Interbank Offered Rate
LIBOR		London-Interbank Offered Rate
MSCI		Morgan Stanley Capital International
MSCI EAFE		Morgan Stanley Capital International Europe, Australia and Far East. A stock market index of foreign stocks from the perspective of a North American investor
S&P		Standard & Poor’s
TR		Total Return

F39 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Currency Swaps as of December 31, 2009 are as follows:

Notional

Reference Entity/

Amount

Paid by

Received by

Termination

Swap Counterparty

(000’s)

the Fund

Date

Value

COP TRM (COP02)

Deutsche Bank AG

3,360,000

COP

6.44% of the USD

equivalent notional at

12.51% of the

inception of trade

COP notional

3/18/19

129

Each of JSC “Rushydro” (Open Joint Stock Company, Federal Hydrogeneration Company) and OJSC Saratovskaya HPP and any Successor(s) to these Reference Entities

7.75% from debt

obligations of JSC

Morgan Stanley Capital

Three-Month USD

Rushydro and OJSC

Services, Inc.

271,430

RUR

BBA LIBOR

Saratovskaya HPP

12/26/13

(2,030,008

)

Total Currency Swaps

(2,029,879

)

Notional amount is reported in U.S. Dollars (USD), except for those denoted in the following currencies:


COP		Colombian Peso
RUR		Russian Ruble

Abbreviations are as follows:


BBA LIBOR		British Bankers’ Association London-Interbank Offered Rate
TRM		Tasa Representativa del Mercado

Swap Summary as of December 31, 2009 is as follows:


		Notional
	Swap Type from	Amount
Swap Counterparty	Fund Perspective	(000’s)			Value

Banco Santander Central Hispano SA	Interest Rate		4,420	BRR	$	211,162
Banco Santander SA, Inc.	Interest Rate		188,400	MXN		534,252
Barclays Bank plc:
	Credit Default Buy Protection		5,390			155,809
	Credit Default Sell Protection		33,983			(1,055,445	)
	Interest Rate		2,299,000	HUF		192,041
	Interest Rate		153,255	SEK		(160,744	)
	Interest Rate		94,370	ZAR		1,189

						(867,150	)
Citibank NA:
	Interest Rate		1,705,000	HUF		(35,387	)
	Interest Rate		553,000	JPY		(15,256	)
	Interest Rate		175,200	MXN		608,084
	Total Return		16,296			82,496

						639,937
Citibank NA, New York:
	Credit Default Sell Protection		1,570			(108,565	)
	Total Return		1,048,490	JPY		420,552

						311,987
Credit Suisse International:
	Credit Default Buy Protection		7,068			(126,857	)
	Credit Default Sell Protection		31,816			(200,355	)
	Interest Rate		12,860	ILS		(146,698	)
	Interest Rate		35,800	MXN		143,714

						(330,196	)
Deutsche Bank AG:
	Credit Default Buy Protection		1,900			(50,774	)
	Credit Default Sell Protection		13,425			(103,334	)
	Currency		3,360,000	COP		129
	Total Return		8,205			72,829

						(81,150	)

F40 | OPPENHEIMER STRATEGIC BOND FUND/VA

Swap Summary: Continued


		Notional
	Swap Type from	Amount
Swap Counterparty	Fund Perspective	(000’s)				Value

Goldman Sachs Group, Inc. (The):
	Interest Rate		132,705	BRR	$	508,566
	Interest Rate		3,722,000	HUF		(71,359	)
	Interest Rate		1,215,900	MXN		3,410,289
	Interest Rate		35,340	PLZ		(311,568	)
	Interest Rate		21,600			(514,000	)
	Interest Rate		63,820	ZAR		813
	Total Return		25,243			(685,454	)

						2,337,287
Goldman Sachs International:
	Credit Default Buy Protection		3,080			(2,546	)
	Credit Default Sell Protection		25,586			(111,561	)
	Interest Rate		19,640	BRR		445,775

						331,668
JPMorgan Chase Bank NA:
	Interest Rate		15,800	BRR		286,868
	Interest Rate		3,427,000	HUF		677,323
	Interest Rate		1,407,100	JPY		(236,294	)
	Interest Rate		731,100	MXN		1,542,755
	Interest Rate		22,575	PLZ		(3,814	)

						2,266,838
JPMorgan Chase Bank NA, London Branch	Credit Default Buy Protection		4,900			10,594
JPMorgan Chase Bank NA, NY Branch	Credit Default Sell Protection		16,436			(92,198	)
Morgan Stanley:
	Interest Rate		74,160	BRR		1,162,776
	Interest Rate		3,092,000	HUF		(60,835	)
	Total Return		5,896	EUR		324,603
	Total Return		12,796			(27,531	)

						1,399,013
Morgan Stanley Capital Services, Inc.:
	Credit Default Buy Protection		13,452			(363,280	)
	Credit Default Sell Protection		11,680			(612,167	)
	Currency		271,430	RUR		(2,030,008	)

						(3,005,455	)
Morgan Stanley International	Total Return		5,894	EUR		90,909
UBS AG:
	Credit Default Buy Protection		14,136			(238,293	)
	Interest Rate		49,644	ILS		147,056
	Total Return		58,784			887,816

						796,579

Westpac Banking Corp.	Interest Rate		24,000	AUD		18,949

		Total Swaps			$	4,573,026

Notional amount is reported in U.S.Dollars (USD), except for those denoted in the following currencies:


AUD		Australian Dollar
BRR		Brazilian Real
COP		Colombian Peso
EUR		Euro
HUF		Hungarian Forint
ILS		Israeli Shekel
JPY		Japanese Yen
MXN		Mexican Nuevo Peso
PLZ		Polish Zloty
RUR		Russian Ruble
SEK		Swedish Krona
ZAR		South African Rand

See accompanying Notes to Financial Statements.

F41 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $4,031,796,593)	$	4,025,494,042
Affiliated companies (cost $469,478,784)		476,021,792

		4,501,515,834
Cash—foreign currencies (cost $843,367)		824,284
Unrealized appreciation on foreign currency exchange contracts		29,623,669
Appreciated swaps, at value (upfront payments received $1,198,503)		13,432,301
Receivables and other assets:
Interest, dividends and principal paydowns		65,915,991
Investments sold		6,764,602
Shares of beneficial interest sold		6,435,798
Closed foreign currency contracts		5,637,045
Futures margins		2,104,699
Other		36,664

Total assets		4,632,290,887

Liabilities
Appreciated options written, at value (premiums received $106,195)		94,558
Return of collateral for securities loaned		37,599,500
Unrealized depreciation on foreign currency exchange contracts		11,995,141
Appreciated swaps, at value (upfront payments received $5,527,197)		1,195,988
Depreciated swaps, at value (upfront payments received $1,276,344)		7,663,287
Unrealized depreciation on unfunded purchase agreements		354,545
Payables and other liabilities:
Investments purchased (including $128,956,625 purchased on a when-issued or delayed delivery basis)		134,769,516
Closed foreign currency contracts		15,973,278
Futures margins		3,112,305
Distribution and service plan fees		2,258,260
Shares of beneficial interest redeemed		1,697,795
Transfer and shareholder servicing agent fees		373,226
Shareholder communications		254,579
Trustees’ compensation		24,507
Other		426,376

Total liabilities		217,792,861

Net Assets	$	4,414,498,026


Composition of Net Assets
Par value of shares of beneficial interest	$	822,436
Additional paid-in capital		4,323,808,202
Accumulated net investment income		241,824,892
Accumulated net realized loss on investments and foreign currency transactions		(168,796,267	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		16,838,763


Net Assets	$	4,414,498,026


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 $757,771,738 and 142,961,655 shares of beneficial interest outstanding)	$	5.30
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $3,656,726,288 and 679,474,371 shares of beneficial interest outstanding)	$	5.38

See accompanying Notes to Financial Statements.

F42 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2009


Allocation of Income and Expenses from master funds¹
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund:
Dividends	$	2,405
Interest		1,283,652
Expenses²		(81,775	)

Net investment income from Oppenheimer Master Event-Linked Bond Fund, LLC		1,204,282
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Dividends		115,935
Interest		20,291,444
Expenses³		(820,154	)

Net investment income from Oppenheimer Master Loan Fund, LLC		19,587,225

Investment Income
Interest (net of foreign withholding taxes of $100,137)		232,896,664
Fee income		4,161,424
Dividends:
Unaffiliated companies		13,185
Affiliated companies		2,500,925
Income from investment of securities lending cash collateral, net—affiliated companies		501,092

Total investment income		240,073,290

Expenses
Management fees		20,955,987
Distribution and service plan fees—Service shares		7,869,295
Transfer and shareholder servicing agent fees:
Non-Service shares		479,075
Service shares		2,237,664
Shareholder communications:
Non-Service shares		83,089
Service shares		386,747
Custodian fees and expenses		316,628
Trustees’ compensation		70,337
Other		241,596

Total expenses		32,640,418
Less waivers and reimbursements of expenses		(1,095,780	)

Net expenses		31,544,638

Net Investment Income		229,320,159


1.		The Fund invests in certain affiliated mutual funds that expect to be treated as partnerships for tax purposes. See Note 1 of accompanying Notes.

2.		Net of expense waivers and/or reimbursements of $732.

3.		Net of expense waivers and/or reimbursements of $28,146.

F43 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENT OF OPERATIONS Continued


Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies (including premiums on options exercised)	$	(69,026,713	)
Closing and expiration of option contracts written		1,114,876
Closing and expiration of futures contracts		(14,871,760	)
Foreign currency transactions		(4,556,821	)
Short positions		(45,916	)
Swap contracts		(70,005,356	)
Allocated from Oppenheimer Master Event-Linked Bond Fund, LLC		(280,967	)
Allocated from Oppenheimer Master Loan Fund, LLC		(1,762,842	)

Net realized loss		(159,435,499	)
Net change in unrealized appreciation (depreciation) on:
Investments		448,766,507
Translation of assets and liabilities denominated in foreign currencies		81,034,364
Futures contracts		(19,040,820	)
Option contracts written		(1,086	)
Short positions		27,270
Swap contracts		29,708,154
Unfunded purchase agreements		(2,073,502	)
Allocated from Oppenheimer Master Event-Linked Bond Fund, LLC		(341,896	)
Allocated from Oppenheimer Master Loan Fund, LLC		54,116,973

Net change in unrealized appreciation		592,195,964

Net Increase in Net Assets Resulting from Operations	$	662,080,624

See accompanying Notes to Financial Statements.

F44 | OPPENHEIMER STRATEGIC BOND FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended December 31,	2009			2008

Operations
Net investment income	$	229,320,159		$	218,155,192
Net realized loss		(159,435,499	)		(197,517,639	)
Net change in unrealized appreciation (depreciation)		592,195,964			(643,679,330	)

Net increase (decrease) in net assets resulting from operations		662,080,624			(623,041,777	)

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(3,468,223	)		(36,989,595	)
Service shares		(7,263,543	)		(140,242,199	)

		(10,731,766	)		(177,231,794	)
Distributions from net realized gain:
Non-Service shares		(522,726	)		(8,547,484	)
Service shares		(2,276,448	)		(33,595,865	)

		(2,799,174	)		(42,143,349	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(5,135,048	)		73,339,965
Service shares		312,198,649			617,334,287

		307,063,601			690,674,252

Net Assets
Total increase (decrease)		955,613,285			(151,742,668	)
Beginning of period		3,458,884,741			3,610,627,409

End of period (including accumulated net investment income of $241,824,892 and $54,184,535, respectively)	$	4,414,498,026		$	3,458,884,741

See accompanying Notes to Financial Statements.

F45 | OPPENHEIMER STRATEGIC BOND FUND/VA

FINANCIAL HIGHLIGHTS


Non-Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	4.49		$	5.56		$	5.26		$	5.11		$	5.21

Income (loss) from investment operations:
Net investment income¹		.30			.30			.28			.26			.25
Net realized and unrealized gain (loss)		.53			(1.04	)		.21			.11			(.12	)

Total from investment operations		.83			(.74	)		.49			.37			.13

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.02	)		(.27	)		(.19	)		(.22	)		(.23	)
Distributions from net realized gain		—²			(.06	)		—			—			—

Total dividends and distributions to shareholders		(.02	)		(.33	)		(.19	)		(.22	)		(.23	)

Net asset value, end of period	$	5.30		$	4.49		$	5.56		$	5.26		$	5.11


Total Return, at Net Asset Value³		18.83	%		(14.21	)%		9.69	%		7.49	%		2.67	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	757,772		$	648,570		$	734,611		$	606,632		$	538,141

Average net assets (in thousands)	$	681,926		$	753,062		$	664,668		$	564,248		$	550,201

Ratios to average net assets:^4,5
Net investment income		6.20	%		5.78	%		5.34	%		5.05	%		4.91	%
Total expenses		0.67	%⁶		0.59	%⁶		0.59	%⁶		0.64	%⁶		0.71	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.64	%		0.57	%		0.57	%		0.63	%		0.71	%

Portfolio turnover rate⁷		110	%		86	%		76	%		93	%		98	%


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

2.		Less than $0.005 per share.

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

4.		Annualized for periods less than one full year.

5.		Includes the Fund’s share of the allocated expenses and/or net investment income from the master funds.

6.		Total expenses including indirect expenses from affiliated funds, excluding investments in master funds, were as follows:


Year Ended December 31, 2009	0.68	%
Year Ended December 31, 2008	0.60	%
Year Ended December 31, 2007	0.61	%
Year Ended December 31, 2006	0.64	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2009	$	1,909,574,925	$	1,836,038,328
Year Ended December 31, 2008	$	634,319,548	$	594,845,589
Year Ended December 31, 2007	$	1,061,009,472	$	1,120,098,096
Year Ended December 31, 2006	$	742,785,501	$	749,719,239
Year Ended December 31, 2005	$	890,029,144	$	873,786,459

See accompanying Notes to Financial Statements.

F46 | OPPENHEIMER STRATEGIC BOND FUND/VA


Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	4.56		$	5.65		$	5.34		$	5.19		$	5.29

Income (loss) from investment operations:
Net investment income¹		.29			.29			.28			.25			.21
Net realized and unrealized gain (loss)		.54			(1.06	)		.22			.11			(.08	)

Total from investment operations		.83			(.77	)		.50			.36			.13

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.01	)		(.26	)		(.19	)		(.21	)		(.23	)
Distributions from net realized gain		—²			(.06	)		—			—			—

Total dividends and distributions to shareholders		(.01	)		(.32	)		(.19	)		(.21	)		(.23	)

Net asset value, end of period	$	5.38		$	4.56		$	5.65		$	5.34		$	5.19


Total Return, at Net Asset Value³		18.41	%		(14.49	)%		9.55	%		7.23	%		2.48	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,656,726		$	2,810,315		$	2,876,016		$	1,396,188		$	658,107

Average net assets (in thousands)	$	3,143,836		$	3,152,967		$	2,075,028		$	1,016,582		$	408,515

Ratios to average net assets:^4,5
Net investment income		5.95	%		5.54	%		5.08	%		4.83	%		4.20	%
Total expenses		0.92	%⁶		0.84	%⁶		0.84	%⁶		0.89	%⁶		0.96	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.89	%		0.82	%		0.82	%		0.88	%		0.96	%

Portfolio turnover rate⁷		110	%		86	%		76	%		93	%		98	%


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

2.		Less than $0.005 per share.

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

4.		Annualized for periods less than one full year.

5.		Includes the Fund’s share of the allocated expenses and/or net investment income from the master funds.

6.		Total expenses including indirect expenses from affiliated funds, excluding investments in master funds, were as follows:


Year Ended December 31, 2009	0.93	%
Year Ended December 31, 2008	0.85	%
Year Ended December 31, 2007	0.86	%
Year Ended December 31, 2006	0.89	%

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


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2009	$	1,909,574,925	$	1,836,038,328
Year Ended December 31, 2008	$	634,319,548	$	594,845,589
Year Ended December 31, 2007	$	1,061,009,472	$	1,120,098,096
Year Ended December 31, 2006	$	742,785,501	$	749,719,239
Year Ended December 31, 2005	$	890,029,144	$	873,786,459

See accompanying Notes to Financial Statements.

F47 | OPPENHEIMER STRATEGIC BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Strategic Bond Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek a high level of current income principally derived from interest on debt securities. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

F48 | OPPENHEIMER STRATEGIC BOND FUND/VA

securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

There have been no significant changes to the fair valuation methodologies during the period.

Structured Securities. The Fund invests in structured securities whose market values, interest rates and/or redemption prices are linked to the performance of underlying foreign currencies, interest rate spreads, stock market indices, prices of individual securities, commodities or other financial instruments or the occurrence of other specific events. The structured securities are often leveraged, increasing the volatility of each note’s market value relative to the change in the underlying linked financial element or event. Fluctuations in value of these securities are recorded as unrealized gains and losses in the accompanying Statement of Operations. The Fund records a realized gain or loss when a structured security is sold or matures.

Event-Linked Bonds. The Fund may invest in “event-linked” bonds. Event-linked bonds, which are sometimes referred to as “catastrophe” bonds, are fixed income securities for which the return of principal and payment of interest is contingent on the non-occurrence of a specific trigger event, such as a hurricane, earthquake, or other occurrence that leads to physical or economic loss. If the trigger event occurs prior to maturity, the Fund may lose all or a portion of its principal in addition to interest otherwise due from the security. Event-linked bonds may expose the Fund to certain other risks, including issuer default, adverse regulatory or jurisdictional interpretations, liquidity risk and adverse tax consequences. The Fund records the net change in market value of event-linked bonds on the Statement of Operations as a change in unrealized appreciation or depreciation on investments. The Fund records a realized gain or loss on the Statement of Operations upon the sale or maturity of such securities.

As of December 31, 2009, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:


	When-Issued or Delayed
	Delivery Basis Transactions

Purchased securities	$	128,956,625

F49 | OPPENHEIMER STRATEGIC BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

on investments or as fee income in the case of such transactions that have an associated fee in lieu of a difference in the forward purchase and sale price.

As of December 31, 2009, the Fund held no short sales.


Cost	$	37,402,347
Market Value	$	5,789,978
Market Value as a % of Net Assets		0.13	%

F50 | OPPENHEIMER STRATEGIC BOND FUND/VA

As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

Investment in Oppenheimer Master Funds. The Fund is permitted to invest in entities sponsored and/or advised by the Manager or an affiliate. Certain of these entities in which the Fund invests are mutual funds registered under the Investment Company Act of 1940 that expect to be treated as partnerships for tax purposes, specifically Oppenheimer Master Loan Fund, LLC and Oppenheimer Master Event-Linked Bond Fund, LLC (the “master funds”). Each master fund has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one master fund than in another, the Fund will have greater exposure to the risks of that master fund.

The investment objective of Oppenheimer Master Loan Fund, LLC is to seek as high a level of current income and preservation of capital as is consistent with investing primarily in loans and other debt securities. The investment objective of Oppenheimer Master Event-Linked Bond Fund, LLC is to seek a high level of current income principally derived from interest on debt securities. The Fund’s investments in the master funds are included in the Statement of Investments. The Fund recognizes income and gain/(loss) on its investments in each master fund according to its allocated pro-rata share, based on its relative proportion of total outstanding master fund shares held, of the total net income earned and the net gain/(loss) realized on investments sold by the master funds. As a shareholder, the Fund is subject to its proportional share of the master funds’ expenses, including their management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in the master funds.

F51 | OPPENHEIMER STRATEGIC BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3,4,5,6

Tax Purposes

258,724,787

—

177,955,454

12,542,065


1.		As of December 31, 2009, the Fund had $164,592,749 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, 2009, details of the capital loss carryforward were as follows:


Expiring

2017	$	164,592,749

2.		As of December 31, 2009, the Fund had $12,994,641 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2018.

3.		The Fund had $26,214 of post-October passive foreign investment company losses which were deferred.

4.		The Fund had $341,850 of straddle losses which were deferred.

5.		During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

6.		During the fiscal year ended December 31, 2008, the Fund did not utilize any capital loss carryforward.

Accordingly, the following amounts have been reclassified for December 31, 2009. Net assets of the Fund were unaffected by the reclassifications.


Reduction		Reduction
to Accumulated		to Accumulated Net
Net Investment		Realized Loss
Income		on Investments

$	30,948,036	$	30,948,036

The tax character of distributions paid during the years ended December 31, 2009 and December 31, 2008 was as follows:


	Year Ended		Year Ended
	December 31, 2009		December 31, 2008

Distributions paid from:
Ordinary income	$	13,530,940	$	184,452,300
Long-term capital gain		—		34,922,843

Total	$	13,530,940	$	219,375,143


Federal tax cost of securities	$	4,496,787,657
Federal tax cost of other investments		(235,406,728	)

Total federal tax cost	$	4,261,380,929


Gross unrealized appreciation	$	244,278,300
Gross unrealized depreciation		(231,736,235	)

Net unrealized appreciation	$	12,542,065

F52 | OPPENHEIMER STRATEGIC BOND FUND/VA

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.

F53 | OPPENHEIMER STRATEGIC BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

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, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Non-Service Shares
Sold		24,677,592		$	117,209,141			44,736,337		$	230,966,547
Dividends and/or distributions reinvested		952,494			3,990,949			8,575,721			45,537,079
Redeemed		(27,020,460	)		(126,335,138	)		(40,970,673	)		(203,163,661	)

Net increase (decrease)		(1,390,374	)	$	(5,135,048	)		12,341,385		$	73,339,965


Service Shares
Sold		88,989,960		$	433,996,423			147,318,126		$	805,889,322
Dividends and/or distributions reinvested		2,234,190			9,539,991			32,192,234			173,838,064
Redeemed		(28,146,787	)		(131,337,765	)		(72,462,189	)		(362,393,099	)

Net increase		63,077,363		$	312,198,649			107,048,171		$	617,334,287

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, LAF and the master funds, for the year ended December 31, 2009, were as follows:


	Purchases		Sales

Investment securities	$	2,371,879,746	$	1,871,718,033
U.S. government and government agency obligations		495,036,638		829,374,901
To Be Announced (TBA) mortgage-related securities		1,909,574,925		1,836,038,328

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Next $200 million	0.60
Over $1 billion	0.50

F54 | OPPENHEIMER STRATEGIC BOND FUND/VA

Waivers and Reimbursements of Expenses. Effective May 1, 2009, the Manager has voluntarily undertaken to limit the Fund’s total annual operating expenses so that those expenses, as a percentage of daily net assets will not exceed the annual rate of 0.75% for Non-Service shares and 1.00% for Service shares. This voluntary undertaking may be amended or withdrawn at any time.

Prior to May 1, 2009, OFS had voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investments in IMMF and the master funds. During the year ended December 31, 2009, the Manager waived fees and/or reimbursed the Fund $1,095,780 for management fees.

5. Risk Exposures and the Use of Derivative Instruments

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.

F55 | OPPENHEIMER STRATEGIC BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction. As of December 31, 2009, the maximum amount of loss that the Fund would incur if the counterparties to its derivative transactions failed to perform would be $43,115,334, which represents gross payments to be received by the Fund on these derivative contracts were they to be unwound as of period end. To reduce this risk the Fund has entered into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. (“ISDA”) master agreements, which allow the Fund to net unrealized appreciation and depreciation for positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty. The amount of loss that the Fund would incur taking into account these master netting arrangements would be $26,256,000 as of December 31, 2009. In addition, the Fund may require that certain counterparties post cash and/or securities in collaterial accounts to cover their net payment obligations for those derivative contracts subject to ISDA master agreements. If the counterparty fails to perform under these contracts and agreements, the cash and/or securities will be made available to the Fund.

As of December 31, 2009 the Fund has required certain counterparties to post collateral of $1,069,108. Credit Related Contingent Features. The Fund has several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s ISDA master agreements which govern positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty.

As of December 31, 2009, the aggregate fair value of derivative instruments with credit related contingent features in a net liability position was $4,089,640 for which collateral was not posted by the Fund. If a contingent feature would have been triggered as of December 31, 2009, the Fund could have been required to pay this amount in cash to its counterparties. If the Fund fails to perform under these contracts and agreements, the cash and/or securities posted

F56 | OPPENHEIMER STRATEGIC BOND FUND/VA

as collateral will be made available to the counterparty. Cash posted as collateral for these contracts, if any, is reported on the Statement of Assets and Liabilities; securities posted as collateral, if any, are reported on the Statement of Investments.

Valuations of derivative instruments as of December 31, 2009 are as follows:

Asset Derivatives

Liability Derivatives

Statement

Derivatives Not

of Assets

Accounted for as

and Liabilities

Hedging Instruments

Location

Value

Location

Value

Credit contracts

Appreciated swaps, at value

680,226

Appreciated swaps, at value

1,195,988

Credit contracts

Depreciated swaps, at value

2,383,210

Equity contracts

Appreciated swaps, at value

2,254,146

Depreciated swaps, at value

1,087,926

Foreign exchange contracts

Appreciated swaps, at value

129

Depreciated swaps, at value

2,030,008

Interest rate contracts

Appreciated swaps, at value

10,497,800

Depreciated swaps, at value

2,162,143

Equity contracts

Futures margins

559,740

Futures margins

165,504

Interest rate contracts

Futures margins

1,544,959

Futures margins

2,946,801

Foreign exchange contracts

Investments, at value

59,364

Foreign exchange contracts

Unrealized appreciation on foreign currency exchange contracts

29,623,669

Unrealized depreciation on foreign currency exchange contracts

11,995,141

Foreign exchange contracts

Appreciated written options, at value

94,558

Total

45,220,033

24,061,279


*		Includes only the current day’s variation margin. Prior variation margin movements have been reflected in cash on the Statement of Assets and Liabilities upon receipt or payment.

**		Amounts relate to purchased options.

The effect of derivative instruments on the Statement of Operations is as follows:


Amount of Realized Gain or Loss Recognized on Derivatives
	Investments from
	unaffiliated		Closing and
	companies		expiration		Closing and
Derivatives Not	(including		of option		expiration of			Foreign
Accounted for as	premiums on		contracts		futures			currency
Hedging Instruments	options exercised)*		written		contracts			transactions		Swap contracts			Total

Credit contracts	$	—	$	—	$	—		$	—	$	(94,976,540	)	$	(94,976,540	)
Equity contracts		—		—		(15,786,985	)		—		14,499,865			(1,287,120	)
Foreign exchange contracts		173,252		1,114,876		—			2,370,480		2,008,990			5,667,598
Interest rate contracts		474,893		—		915,225			—		8,476,466			9,866,584
Volatility contracts		—		—		—			—		(14,137	)		(14,137	)

Total	$	648,145	$	1,114,876	$	(14,871,760	)	$	2,370,480	$	(70,005,356	)	$	(80,743,615	)


*		Includes purchased option contracts, purchased swaption contracts and written option contracts exercised, if any.

F57 | OPPENHEIMER STRATEGIC BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued


Amount of Change in Unrealized Gain or Loss Recognized on Derivatives
										Translation of
										assets and
										liabilities
Derivatives Not				Option						denominated
Accounted for as				contracts			Futures			in foreign
Hedging Instruments	Investments*			written			contracts			currencies		Swap contracts			Total

Credit contracts	$	—		$	—		$	—		$	—	$	38,781,860		$	38,781,860
Equity contracts		—			—			907,439			—		(7,042,355	)		(6,134,916	)
Foreign exchange contracts		(7,807,821	)		(1,086	)		—			24,620,885		1,929,726			18,741,704
Interest rate contracts		—			—			(19,948,259	)		—		(3,961,077	)		(23,909,336	)

Total	$	(7,807,821	)	$	(1,086	)	$	(19,040,820	)	$	24,620,885	$	29,708,154		$	27,479,312


*		Includes purchased option contracts and purchased swaption contracts, if any.

Foreign Currency Exchange Contracts

The Fund may enter into foreign currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date.

Forward contracts are reported on a schedule following the Statement of Investments. Forward contracts will be valued daily based upon the closing prices of the forward currency rates determined at the close of the Exchange as provided by a bank, dealer or pricing service. The resulting unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.

The Fund has entered into forward foreign currency exchange contracts with the obligation to purchase specified foreign currencies in the future at a currently negotiated forward rate in order to take a positive investment perspective on the related currency. These forward foreign currency exchange contracts seek to increase exposure to foreign exchange rate risk.

The Fund has entered into forward foreign currency exchange contracts with the obligation to purchase specified foreign currencies in the future at a currently negotiated forward rate in order to decrease exposure to foreign exchange rate risk associated with foreign currency denominated securities held by the portfolio.

The Fund has entered into forward foreign currency exchange contracts with the obligation to sell specified foreign currencies in the future at a currently negotiated forward rate in order to take a negative investment perspective on the related currency. These forward foreign currency exchange contracts seek to increase exposure to foreign exchange rate risk.

The Fund has entered into forward foreign currency exchange contracts with the obligation to sell specified foreign currencies in the future at a currently negotiated forward rate in order to decrease exposure to foreign exchange rate risk associated with foreign currency denominated securities held by the portfolio.

Futures Contracts

F58 | OPPENHEIMER STRATEGIC BOND FUND/VA

The Fund has purchased futures contracts on various bonds and notes to increase exposure to interest rate risk.

The Fund has sold futures contracts on various bonds and notes to decrease exposure to interest rate risk.

The Fund has purchased futures contracts on various equity indexes to increase exposure to equity risk.

The Fund has sold futures contracts on various equity indexes to decrease exposure to equity risk.

Option Activity

The Fund has written put options on currencies to increase exposure to foreign exchange rate risk. A written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

The Fund has written call options on currencies to decrease exposure to foreign exchange rate risk. A written call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

The Fund has purchased call options on currencies to increase exposure to foreign exchange rate risk. A purchased call option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

The Fund has purchased put options on currencies to decrease exposure to foreign exchange rate risk. A purchased put option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

Additional associated risks to the Fund include counterparty credit risk for over-the-counter options and liquidity risk.

F59 | OPPENHEIMER STRATEGIC BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

Written option activity for the year ended December 31, 2009 was as follows:


	Call Options						Put Options
	Number of			Amount of			Number of			Amount of
	Contracts			Premiums			Contracts			Premiums

Options outstanding as of December 31, 2008		4,945,000		$	78,520			4,945,000		$	78,520
Options written		499,200,000			935,729			598,355,000			970,765
Options closed or expired		(496,920,000	)		(876,563	)		(22,775,000	)		(238,313	)
Options exercised		(7,225,000	)		(137,686	)		(471,925,000	)		(704,777	)

Options outstanding as of December 31, 2009		—		$	—			108,600,000		$	106,195

Swap Contracts

Credit Default Swap Contracts. A credit default swap is a bilateral contract that enables an investor to buy or sell protection on a debt security against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on the debt security, bankruptcy or restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a single security, sovereign debt, or a basket of securities (the “reference asset”).

F60 | OPPENHEIMER STRATEGIC BOND FUND/VA

there has been no credit event, this unrealized loss will become realized. If the contract is held to maturity, and there has been no credit event, the realized loss will be equal to the periodic fee paid over the life of the contract.

The Fund has purchased credit protection through credit default swaps to decrease exposure to the credit risk of individual securities and, or, indexes.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

The Fund has entered into total return swaps on various equity indexes to increase exposure to equity risk. These equity risk related total return swaps require the Fund to pay a floating reference interest rate, or an amount equal to the negative price movement of an index multiplied by the notional amount of the contract. The Fund will receive payments equal to the positive price movement of the same index multiplied by the notional amount of the contract.

The Fund has entered into total return swaps on various equity indexes to decrease exposure to equity risk. These equity risk related total return swaps require the Fund to pay an amount equal to the positive price movement of an index multiplied by the notional amount of the contract. The Fund will receive payments of a floating reference interest rate or an amount equal to the negative price movement of the same index multiplied by the notional amount of the contract.

F61 | OPPENHEIMER STRATEGIC BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

Currency Swaps. A currency swap is an agreement between counterparties to exchange different currencies equivalent to the notional value at contract inception and reverse the exchange of the same notional values of those currencies at contract termination. The contract may also include periodic exchanges of cash flows based on a specified index or interest rate.

The Fund has entered into currency swap contracts with the obligation to pay an interest rate on the dollar notional amount and receive an interest rate on various foreign currency notional amounts in order to take a positive investment perspective on the related currencies for which the Fund receives a payment. These currency swap contracts seek to increase exposure to foreign exchange rate risk.

The Fund has entered into currency swap contracts with the obligation to pay an interest rate various foreign currency notional amounts and receive an interest rate on on the dollar notional amount in order to take a negative investment perspective on the related currencies for which the Fund receives a payment. These currency swap contracts seek to decrease exposure to foreign exchange rate risk.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

Swaption Transactions. The Fund may enter into a swaption contract which grants the purchaser the right, but not the obligation, to enter into a swap transaction at preset terms detailed in the underlying agreement within a specified period of time. The purchaser pays a premium to the swaption writer who bears the risk of unfavorable changes in the preset terms on the underlying swap.

Swaptions are marked to market daily using primarily portfolio pricing services or quotations from counterparties and brokers. Purchased swaptions are reported as a component of investments in the Statement of Investments, the Statement of Assets and Liabilities and the Statement of Operations. Written swaptions are reported on a schedule following the Statement of Investments and their value is reported as a separate asset or liability line item in the Statement of Assets and Liabilities. The net change in unrealized appreciation or depreciation on written swaptions is separately reported in the Statement of Operations. When a swaption is exercised, the cost of the swap is adjusted by the amount of premium paid or received. Upon the expiration or closing of an unexercised swaption contract, a gain or loss is reported in the Statement of Operations for the amount of the premium paid or received.

The Fund generally will incur a greater risk when it writes a swaption than when it purchases a swaption. When the Fund writes a swaption it will become obligated, upon exercise of the swaption, according to the terms of the underlying agreement. Swaption contracts written by the Fund do not give rise to counterparty credit risk as they obligate the Fund, not its counterparty, to perform. When the Fund purchases a swaption it only risks losing the amount of the premium it paid if the swaption expires unexercised. However, when the Fund exercises a purchased swaption there is a risk that the counterparty will fail to perform or otherwise default on its obligations under the swaption contract.

The Fund has written swaptions which give it the obligation, if exercised by the purchaser, to sell credit protection through credit default swaps in order to increase exposure to the credit risk of individual securities and, or, indexes. A written swaption of this type becomes more valuable as the likelihood of a credit event on the reference asset decreases.

As of December 31, 2009, the Fund had no written or purchased swaptions outstanding.

F62 | OPPENHEIMER STRATEGIC BOND FUND/VA

6. Illiquid or Restricted Securities

As of December 31, 2009, investments in securities included issues that are illiquid or restricted. Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Directors as reflecting fair value. The Fund will not invest more than 15% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid and restricted securities. Certain restricted securities, eligible for resale to qualified institutional purchasers, may not be subject to that limitation. Securities that are illiquid or restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.

7. Securities Lending

8. Unfunded Purchase Agreements

Pursuant to the terms of certain indenture agreements, the Fund has unfunded purchase agreements of $15,121,194 at December 31, 2009. The Fund generally will maintain with its custodian, liquid investments having an aggregate value at least equal to the amount of unfunded purchase agreements. The following agreements are subject to funding based on the borrower’s discretion. The Fund is obligated to fund these agreements at the time of the request by the borrower. These agreements have been excluded from the Statement of Investments.

As of December 31, 2009, the Fund had unfunded purchase agreements as follows:


	Commitment		Unfunded
	Termination Date		Amount

Deutsche Bank AG, Opic Reforma I Credit Linked Nts.		10/23/13	$	9,000,153

Interest

Commitment

Unfunded

Unrealized

Rate

Termination Date

Amount

Depreciation

Deutsche Bank AG; An unfunded commitment that the Fund receives 0.125% quarterly; and will pay out, upon request, up to 6,121,041 USD to a Peruvian Trust through Deutsche Bank’s Global Note Program. Upon funding requests, the unfunded portion decreases and new structured securities will be created and held by the Fund to maintain a consistent exposure level.

0.50

9/20/10

6,121,041

354,545

F63 | OPPENHEIMER STRATEGIC BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

9. Subsequent Events Evaluation

The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through February 18, 2010, the date the financial statements were issued. This evaluation determined that there are no subsequent events that necessitated disclosures and/or adjustments.

10. Pending Litigation

F64 | OPPENHEIMER STRATEGIC BOND FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Strategic Bond Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer Strategic Bond Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Strategic Bond Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
February 18, 2010

F65 | OPPENHEIMER STRATEGIC BOND FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality, and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Arthur Steinmetz, Krishna Memani, Joseph Welsh and Caleb Wong, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

8 | OPPENHEIMER STRATEGIC BOND FUND/VA

Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other general bond funds underlying variable insurance products. The Board noted that the Fund’s three-year, five-year and ten-year performance was better than its peer group median although its one-year performance was below its peer group median. The Board considered the Manager’s assertion that security selection in the high yield sleeve and exposure to emerging markets in the international sleeve negatively impacted performance in 2008. The Board also considered changes in the heads of the newly formed Investment Grade Fixed Income and High Yield Corporate Debt teams.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other general bond funds underlying variable insurance products. The Board noted that the Fund’s actual management fees and total expenses were competitive with its peer group median. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because of the disparity among VA funds in how insurance companies may be compensated for the services they provide to shareholders, when comparing the expenses of the various VA funds it is most appropriate to focus on the total expenses rather than on the management fees. Accordingly, while the Board reviewed and considered all expenses in its consideration of the Advisory Agreement, it paid particular attention to total expenses. The Board considered that, effective May 1, 2009, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, will not exceed the annual rates of 0.75% for Non-Service shares and 1.00% for Service shares. This voluntary undertaking may be amended or withdrawn at any time without notice to shareholders.

Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.

9 | OPPENHEIMER STRATEGIC BOND FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

10 | OPPENHEIMER STRATEGIC BOND FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
the Funds, Length of Service, Age		the Funds Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 1999) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 1999) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000 – June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1993) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1996) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

11 | OPPENHEIMER STRATEGIC BOND FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
the Funds, Length of Service, Age		the Funds Complex Currently Overseen

Robert J. Malone, Trustee (since 2002) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2000) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281- 1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005- December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and is an officer of 94 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Steinmetz, Memani, Welsh, Wong, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Welsh, Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Arthur P. Steinmetz, Vice President and Portfolio Manager (since 1993) Age: 51		Chief Investment Officer of Fixed-Income Investments of the Manager (April 2009) and Executive Vice President of the Manager (since October 2009); Director of Fixed-Income Investments of the Manager (January 2009-April 2009) and a Senior Vice President of the Manager (March 1993-September 2009). A portfolio manager and an officer of 4 portfolios in the OppenheimerFunds complex.

12 | OPPENHEIMER STRATEGIC BOND FUND/VA


Name, Position(s) Held with		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
the Funds, Length of Service, Age		the Funds Complex Currently Overseen

Krishna Memani, Vice President and Portfolio Manager (since 2009) Age: 49		Senior Vice President and Head of the Investment Grade Fixed Income Team of the Manager (since March 2009). Prior to joining the Manager, Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (June 2006-January 2009); Chief Credit Strategist at Credit Suisse Securities (August 2002-March 2006); Managing Director and Senior Portfolio Manager at Putnam Investments (September 1998-June 2002). A portfolio manager and officer of 10 portfolios in the OppenheimerFunds complex.

Joseph Welsh, Vice President and Portfolio Manager (since 2009) Age: 45		Head of the Manager’s High Yield Corporate Debt Team (since April 2009); Senior Vice President of the Manager (since May 2009); Vice President of the Manager (December 2000-April 2009); Assistant Vice President of the Manager (December 1996-November 2000); a high yield bond analyst of the Manager (January 1995-December 1996); a CFA. A portfolio manager and officer of 6 portfolios in the OppenheimerFunds complex.

Caleb Wong, Vice President and Portfolio Manager (since 2009) Age: 44		Vice President of the Manager (since June 1999); worked in fixed-income quantitative research and risk management for the Manager (since July 1996). A portfolio manager and officer of 5 portfolios in the OppenheimerFunds complex.

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000- June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

13 | OPPENHEIMER STRATEGIC BOND FUND/VA

OPPENHEIMER VALUE FUND/ VA

Fund Objective: The Fund seeks long-term growth of capital by investing primarily in common stocks with low price-earnings ratios and better-than-anticipated earnings. Realization of current income is a secondary consideration.

Portfolio Managers: Mitch Williams and John Damian

Average Annual Total Returns
For the Periods Ended 12/31/09


							Since
							Inception
	1-Year			5-Year			(1/2/03)

Non-Service Shares		45.08	%		3.35	%		8.25	%

Since

Inception

1-Year

5-Year

(9/18/06)

Service Shares

32.57

N/A

-4.02

Expense Ratios
For the Fiscal Year Ended 12/31/09


	Gross			Net
	Expense			Expense
	Ratios			Ratios

Non-Service Shares		2.31	%		0.86	%
Service Shares		2.18			1.16

Sector Allocation l Financials 21.0% l Energy 16.6 l Health Care 12.1 l Industrials 11.8 l Consumer Discretionary 10.5 l Information Technology 8.5 l Consumer Staples 5.5 l Materials 5.4 l Utilities 4.8 l Telecommunication Services 3.8

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on the total market value of common stocks.


Top Ten Common Stock Holdings
Chevron Corp.	5.0	%
JPMorgan Chase & Co.	4.3
Tyco International Ltd.	3.6
AT&T, Inc.	3.2
Navistar International Corp.	3.2
Merck & Co., Inc.	3.2
Apache Corp.	3.1
Morgan Stanley	2.9
Motorola, Inc.	2.9
Time Warner Cable, Inc.	2.8

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2009, and are based on net assets.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

2 | OPPENHEIMER VALUE FUND/VA

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. The Fund’s Non-Service shares returned 45.08% during the reporting period, outperforming the Russell 1000 Value Index (the “Index”), which returned 19.69%. The Fund also outperformed the broader U.S. equity market, as measured by the S&P 500 Index, which returned 26.47% for the one-year period. The Fund outperformed the Index in seven out of ten market sectors, largely as a result of better relative stock selection in industrials, healthcare, financials, materials and information technology. Overweight positions to information technology and materials, the two strongest performing sectors in the Index during the period, also benefited the Fund’s performance. The Fund underperformed within consumer staples, primarily as a result of weaker relative stock selection, and under-performed within telecommunication services and utilities by a small margin.

The global recession that defined 2008 continued in the first half of 2009, as unemployment rates climbed, housing prices slumped and consumer confidence remained depressed. The economic downturn had been intensified by a global banking crisis that led to the failures of several major financial institutions and nearly frozen conditions in some credit markets. In response, the U.S. Federal Reserve (the “Fed”) reduced short-term interest rates aggressively, including a cut in mid-December 2008 that drove its target for the overnight federal funds rate to an unprecedented low of 0% to 0.25%.

In terms of individual stock contributors to performance, within industrials, Tyco International Ltd., Navistar International Corp., Goodrich Corp. (which we exited) and Aircastle Ltd. produced strong relative results for the Fund. In healthcare, contributors to performance included Schering-Plough Corp. and Wyeth, both of which benefited from being acquired during the reporting period. Schering-Plough Corp. was acquired by Merck & Co., Inc. in early November 2009, and Wyeth was acquired by Pfizer, Inc. in October 2009.

In financials, Wells Fargo & Co., SLM Corp., MetLife, Inc., National Financial Partners Corp. and Morgan Stanley provided the bulk of positive performance within the sector. We exited our positions in SLM Corp. and National Financial Partners Corp. and took gains. Materials holdings which contributed to performance included The Lubrizol Corp. and The Mosaic Co., both of which we exited. Lastly, in information technology, Research in Motion Ltd., Google, Inc. and Apple, Inc. contributed positively to performance. We exited these three holdings and realized gains. Information technology holding QUALCOMM, Inc. also performed well for the Fund during the reporting period.

The Fund underperformed the Index in consumer staples, as overweight positions in The Kroger Co. and Molson Coors Brewing Co. detracted from results during the period. The Fund also slightly underperformed the Index within telecommunication services and utilities due to weaker relative stock selection.

3 | OPPENHEIMER VALUE FUND/VA

FUND PERFORMANCE DISCUSSION

At period end, the Fund had overweight positions in information technology, healthcare, materials, industrials and consumer discretionary; underweights in utilities, energy, telecommunication services, financials; and a roughly neutral position in consumer staples.

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, 2009. In the case of Non-Service shares, performance is measured from inception of the Class on January 2, 2003. In the case of Service shares, performance is measured from inception of the Class on September 18, 2006. 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 Russell 1000 Value Index, an unmanaged index of equity securities of large capitalization value companies. The index performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. 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.

4 | OPPENHEIMER VALUE FUND/VA

Non-Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

Oppenheimer Value Fund/VA (Non-Service) Russell 1000 Value Index

Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

Oppenheimer Value Fund/VA (Service) Russell 1000 Value Index

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 performance data current to the most recent month end, 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. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.

5 | OPPENHEIMER VALUE FUND/VA

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2009.


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	July 1, 2009		December 31, 2009		December 31, 2009

Actual
Non-Service shares	$	1,000.00	$	1,248.20	$	4.54
Service shares		1,000.00		1,187.60		5.80

Hypothetical (5% return before expenses)
Non-Service shares		1,000.00		1,021.17		4.08
Service shares		1,000.00		1,019.91		5.36


Class	Expense Ratios

Non-Service shares		0.80	%
Service shares		1.05

6 | OPPENHEIMER VALUE FUND/VA

STATEMENT OF INVESTMENTS December 31, 2009


	Shares		Value

Common Stocks—94.3%
Consumer Discretionary—9.9%
Hotels, Restaurants & Leisure—0.5%
Brinker International, Inc.		2,720	$	40,582
Household Durables—0.5%
Mohawk Industries, Inc.¹		880		41,888
Media—7.7%
Comcast Corp., Cl. A		2,090		35,237
News Corp., Inc., Cl. A		12,318		168,633
Time Warner Cable, Inc.		5,130		212,331
Viacom, Inc., Cl. B¹		5,500		163,515

				579,716

Multiline Retail—0.1%
Dollar General Corp.¹		190		4,262
Specialty Retail—1.1%
Bed Bath & Beyond, Inc.¹		2,150		83,055
Consumer Staples—5.2%
Beverages—1.3%
Molson Coors Brewing Co., Cl. B, Non-Vtg.		2,242		101,249
Food & Staples Retailing—3.9%
Kroger Co. (The)		6,840		140,425
Walgreen Co.		4,104		150,699

				291,124

Energy—15.7%
Oil, Gas & Consumable Fuels—15.7%
Apache Corp.		2,246		231,720
Chevron Corp.		4,870		374,941
CONSOL Energy, Inc.		3,230		160,854
EOG Resources, Inc.		460		44,758
Exxon Mobil Corp.		2,384		162,565
Marathon Oil Corp.		6,588		205,677

				1,180,515

Financials—19.8%
Capital Markets—4.8%
Goldman Sachs Group, Inc. (The)		850		143,514
Morgan Stanley		7,484		221,526

				365,040

Commercial Banks—1.9%
Comerica, Inc.		1,290		38,145
Wells Fargo & Co.		3,910		105,531

				143,676

Diversified Financial Services—6.0%
Bank of America Corp.		8,090		121,835
JPMorgan Chase & Co.		7,860		327,526

				449,361

Insurance—7.1%
ACE Ltd.		2,060		103,824
Allstate Corp.		2,420		72,697
Assurant, Inc.		3,650		107,602
Everest Re Group Ltd.		1,287		110,270
MetLife, Inc.		3,950		139,633

				534,026

Health Care—11.4%
Health Care Equipment & Supplies—2.1%
Covidien plc		3,360		160,910
Health Care Providers & Services—2.5%
Aetna, Inc.		5,960		188,932
Pharmaceuticals—6.8%
Biovail Corp.		5,410		75,524
Merck & Co., Inc.		6,570		240,068
Pfizer, Inc.		10,859		197,525

				513,117

Industrials—11.1%
Aerospace & Defense—1.3%
AerCap Holdings NV¹		1,970		17,848
Lockheed Martin Corp.		1,070		80,625

				98,473

Electrical Equipment—1.9%
General Cable Corp.¹		4,890		143,864
Industrial Conglomerates—3.6%
Tyco International Ltd.		7,620		271,882
Machinery—3.2%
Navistar International Corp.¹		6,263		242,065
Trading Companies & Distributors—1.1%
Aircastle Ltd.		6,600		65,010
Genesis Lease Ltd., ADS		2,010		17,949

				82,959

Information Technology—8.0%
Communications Equipment—3.3%
Motorola, Inc.¹		27,760		215,418
QUALCOMM, Inc.		750		34,695

				250,113

Computers & Peripherals—2.5%
Dell, Inc.¹		12,980		186,393

F1 | OPPENHEIMER VALUE FUND/VA

STATEMENT OF INVESTMENTS Continued


	Shares			Value

Software—2.2%
Oracle Corp.		6,680		$	163,927
Materials—5.1%
Chemicals—4.1%
Celanese Corp., Series A		4,610			147,981
Potash Corp. of Saskatchewan, Inc.		1,470			159,495

					307,476

Metals & Mining—1.0%
Xstrata plc, Unsponsored ADR¹		20,500			74,825
Telecommunication Services—3.6%
Diversified Telecommunication Services—3.2%
AT&T, Inc.		8,702			243,917
Wireless Telecommunication Services—0.4%
Sprint Nextel Corp.¹		7,150			26,169
Utilities—4.5%
Electric Utilities—3.5%
Edison International, Inc.		4,350			151,293
Exelon Corp.		2,266			110,739

					262,032

Multi-Utilities—1.0%
PG&E Corp.		1,794			80,102

Total Common Stocks (Cost $6,183,029)					7,111,650

Preferred Stocks—1.9%
Bank of America Corp., 10% Cv., Series S¹ (Cost $142,500)		9,500			141,740

Investment Companies—4.6%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^2,3		9,096			9,096
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%^2,4		340,073			340,073

Total Investment Companies (Cost $349,169)					349,169

Total Investments, at Value (Cost $6,674,698)		100.8	%		7,602,559
Liabilities in Excess of Other Assets		(0.8	)		(59,743	)


Net Assets		100.0	%	$	7,542,816

Footnotes to Statement of Investments


1.		Non-income producing security.

2.		Rate shown is the 7-day yield as of December 31, 2009.

3.		Interest rate is less than 0.0005%.

4.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

Shares

Gross

Shares

December 31, 2008

Additions

Reductions

December 31, 2009

Oppenheimer Institutional Money Market Fund, Cl. E

664,973

10,850,044

11,174,944

340,073


	Value		Income

Oppenheimer Institutional Money Market Fund, Cl. E	$	340,073	$	1,614

F2 | OPPENHEIMER VALUE FUND/VA

Valuation Inputs

	1)		Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

	2)		Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

	3)		Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2009 based on valuation input level:


					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	749,503	$	—	$	—	$	749,503
Consumer Staples		392,373		—		—		392,373
Energy		1,180,515		—		—		1,180,515
Financials		1,492,103		—		—		1,492,103
Health Care		862,959		—		—		862,959
Industrials		839,243		—		—		839,243
Information Technology		600,433		—		—		600,433
Materials		382,301		—		—		382,301
Telecommunication Services		270,086		—		—		270,086
Utilities		342,134		—		—		342,134
Preferred Stocks		141,740		—		—		141,740
Investment Companies		349,169		—		—		349,169

Total Assets	$	7,602,559	$	—	$	—	$	7,602,559

See accompanying Notes to Financial Statements.

F3 | OPPENHEIMER VALUE FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $6,334,625)	$	7,262,486
Affiliated companies (cost $340,073)		340,073

		7,602,559

Receivables and other assets:
Dividends		6,790
Other		5,662

Total assets		7,615,011

Liabilities
Payables and other liabilities:
Investments purchased		26,993
Legal, auditing and other professional fees		20,012
Shareholder communications		9,656
Shares of beneficial interest redeemed		5,007
Distribution and service plan fees		4,454
Trustees’ compensation		3,187
Transfer and shareholder servicing agent fees		638
Other		2,248

Total liabilities		72,195

Net Assets	$	7,542,816


Composition of Net Assets
Par value of shares of beneficial interest	$	840
Additional paid-in capital		9,026,679
Accumulated net investment income		53,310
Accumulated net realized loss on investments and foreign currency transactions		(2,465,874	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		927,861

Net Assets	$	7,542,816


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 $37,677 and 5,222 shares of beneficial interest outstanding)	$	7.22
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $7,505,139 and 835,048 shares of beneficial interest outstanding)	$	8.99

See accompanying Notes to Financial Statements.

F4 | OPPENHEIMER VALUE FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2009


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $589)	$	122,990
Affiliated companies		1,614
Interest		18

Total investment income		124,622

Expenses
Management fees		41,350
Distribution and service plan fees—Service shares		12,371
Transfer and shareholder servicing agent fees:
Non-Service shares		27
Service shares		4,166
Shareholder communications:
Non-Service shares		114
Service shares		21,464
Legal, auditing and other professional fees		27,002
Trustees’ compensation		6,612
Registration and filing fees		4,267
Custodian fees and expenses		148
Other		2,129

Total expenses		119,650
Less waivers and reimbursements of expenses		(55,747	)

Net expenses		63,903

Net Investment Income		60,719

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies (including premiums on options exercised)		(217,690	)
Closing and expiration of option contracts written		3,628
Foreign currency transactions		(22,722	)

Net realized loss		(236,784	)
Net change in unrealized appreciation on:
Investments		1,765,327
Translation of assets and liabilities denominated in foreign currencies		3,599

Net change in unrealized appreciation		1,768,926

Net Increase in Net Assets Resulting from Operations	$	1,592,861

See accompanying Notes to Financial Statements.

F5 | OPPENHEIMER VALUE FUND/VA

FINANCIAL HIGHLIGHTS


Non-Service Shares Year Ended December 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	4.99		$	11.73		$	11.58		$	11.16		$	12.26

Income (loss) from investment operations:
Net investment income (loss)¹		.11			.12			.10			(.03	)		.02
Net realized and unrealized gain (loss)		2.14			(4.44	)		.59			1.61			.71

Total from investment operations		2.25			(4.32	)		.69			1.58			.73

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.02	)		(2.42	)		(.10	)		(.01	)		(.02	)
Distributions from net realized gain		—			—			(.44	)		(1.15	)		(1.81	)

Total dividends and/or distributions to shareholders		(.02	)		(2.42	)		(.54	)		(1.16	)		(1.83	)


Net asset value, end of period	$	7.22		$	4.99		$	11.73		$	11.58		$	11.16


Total Return, at Net Asset Value²		45.08	%		(36.43	)%		5.89	%		14.03	%		5.88	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	38		$	6		$	1,728		$	2,657		$	2,562

Average net assets (in thousands)	$	20		$	857		$	2,753		$	2,695		$	2,878

Ratios to average net assets:³
Net investment income (loss)		1.75	%		1.07	%		0.80	%		(0.29	)%		0.15	%
Total expenses		2.30	%⁴		1.48	%⁴		1.49	%⁴		2.14	%⁴		1.78	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.85	%		1.25	%		1.25	%		2.14	%		1.78	%

Portfolio turnover rate		122	%		175	%		142	%		124	%		86	%


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

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

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	2.31	%
Year Ended December 31, 2008	1.48	%
Year Ended December 31, 2007	1.49	%
Year Ended December 31, 2006	2.14	%

See accompanying Notes to Financial Statements.

F7 | OPPENHEIMER VALUE FUND/VA

FINANCIAL HIGHLIGHTS Continued


Service Shares Year Ended December 31,	2009			2008			2007			2006¹

Per Share Operating Data
Net asset value, beginning of period	$	6.79		$	11.75		$	11.57		$	11.89

Income (loss) from investment operations:
Net investment income (loss)²		.09			.08			.06			(.05	)
Net realized and unrealized gain (loss)		2.12			(4.97	)		.60			.88

Total from investment operations		2.21			(4.89	)		.66			.83

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.01	)		(.07	)		(.04	)		—
Distributions from net realized gain		—			—			(.44	)		(1.15	)

Total dividends and/or distributions to shareholders		(.01	)		(.07	)		(.48	)		(1.15	)


Net asset value, end of period	$	8.99		$	6.79		$	11.75		$	11.57


Total Return, at Net Asset Value³		32.57	%		(41.62	)%		5.70	%		6.81	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	7,505		$	4,690		$	6,481		$	455

Average net assets (in thousands)	$	5,501		$	5,561		$	3,527		$	268

Ratios to average net assets:⁴
Net investment income (loss)		1.10	%		0.84	%		0.49	%		(1.30	)%
Total expenses⁵		2.17	%		2.13	%		1.63	%		2.89	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.15	%		1.50	%		1.50	%		2.88	%

Portfolio turnover rate		122	%		175	%		142	%		124	%


1.		For the period from September 18, 2006 (inception of offering) to December 31, 2006.

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

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

4.		Annualized for periods less than one full year.

5.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended December 31, 2009	2.18	%
Year Ended December 31, 2008	2.13	%
Year Ended December 31, 2007	1.63	%
Period Ended December 31, 2006	2.89	%

See accompanying Notes to Financial Statements.

F8 | OPPENHEIMER VALUE FUND/VA

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Value Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek long-term growth of capital by investing primarily in common stocks with low price-earnings ratios and better-than-anticipated earnings. Realization of current income is a secondary consideration. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The following is a summary of significant accounting policies consistently followed by the Fund.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

F9 | OPPENHEIMER VALUE FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

There have been no significant changes to the fair valuation methodologies during the period.

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. Therefore, no federal income or excise tax provision is required, however, during the year ended December 31, 2009, the Fund paid federal excise tax of $114. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

F10 | OPPENHEIMER VALUE FUND/VA

Net Unrealized

Appreciation

Based on Cost of

Securities and

Undistributed

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3

Tax Purposes

$64,428

—

2,303,479

757,533


1.		As of December 31, 2009, the Fund had $2,303,479 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, 2009, details of the capital loss carryforwards were as follows:


Expiring

2016	$	1,303,597
2017		999,882

Total	$	2,303,479


2.		During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.

3.		During the fiscal year ended December 31, 2008, the Fund did not utilize any capital loss carryforward.

Accordingly, the following amounts have been reclassified for December 31, 2009. Net assets of the Fund were unaffected by the reclassifications.


			Reduction to
Reduction to	Increase to		Accumulated Net
Paid-in	Accumulated Net		Realized Loss on
Capital	Investment Income		Investments

$114	$	6	$	108

The tax character of distributions paid during the years ended December 31, 2009 and December 31, 2008 was as follows:


	Year Ended		Year Ended
	December 31, 2009		December 31, 2008

Distributions paid from:
Ordinary income	$	9,999	$	49,216


Federal tax cost of securities	$	6,845,026

Gross unrealized appreciation	$	999,389
Gross unrealized depreciation		(241,856	)

Net unrealized appreciation	$	757,533

F11 | OPPENHEIMER VALUE FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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.

F12 | OPPENHEIMER VALUE FUND/VA

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, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount

Non-Service Shares
Sold		4,808		$	27,757			957		$	8,036
Dividends and/or distributions reinvested		14			103			409			2,000
Redeemed		(846	)		(4,834	)		(147,464	)		(1,485,290	)

Net increase (decrease)		3,976		$	23,026			(146,098	)	$	(1,475,254	)


Service Shares
Sold		326,123		$	2,582,040			461,846		$	4,322,028
Dividends and/or distributions reinvested		1,092			9,896			7,057			47,216
Redeemed		(182,945	)		(1,351,152	)		(329,902	)		(3,213,369	)

Net increase		144,270		$	1,240,784			139,001		$	1,155,875

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2009, were as follows:


	Purchases		Sales

Investment securities	$	7,710,909	$	6,421,680

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Over $800 million	0.60

F13 | OPPENHEIMER VALUE FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

Fees and Other Transactions with Affiliates Continued

Waivers and Reimbursements of Expenses. Effective January 1, 2007, the Manager voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses as percentages of daily net assets would not exceed the annual rate of 1.25% for Non-Service shares and 1.50% for Service shares. Effective May 1, 2009, the Manager has voluntarily undertaken to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets will not exceed the annual rate of 0.80% for Non-Service shares and 1.05% for Service shares. During the year ended December 31, 2009, the Manager waived fees and/or reimbursed the Fund $295 and $55,158 for Non-Service and Service shares, respectively. This voluntary undertaking and may be amended or withdrawn at any time.

Prior to May 1, 2009, OFS had voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

5. Risk Exposures and the Use of Derivative Instruments

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

F14 | OPPENHEIMER VALUE FUND/VA

The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.

Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.

The effect of derivative instruments on the Statement of Operations is as follows:

Amount of Realized Gain or Loss Recognized on Derivatives

Investments

from unaffiliated

Derivatives Not

companies (including

Closing and

Accounted for as

premiums on

expiration of option

Hedging Instruments

options exercised)*

contracts written

Total

Equity contracts

(110

)

3,628

3,518


*		Includes purchased option contracts, purchased swaption contracts and written option contracts exercised, if any.

F15 | OPPENHEIMER VALUE FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

Foreign Currency Exchange Contracts

The Fund may enter into current and forward foreign currency exchange contracts for the purchase or sale of a foreign currency at a negotiated rate at a future date.

As of December 31, 2009, the Fund held no outstanding forward contracts.

Option Activity

The Fund has purchased call options on individual equity securities and, or, equity indexes to increase exposure to equity risk. A purchased call option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

F16 | OPPENHEIMER VALUE FUND/VA

Additional associated risks to the Fund include counterparty credit risk for over-the-counter options and liquidity risk. Written option activity for the year ended December 31, 2009 was as follows:


	Call Options						Put Options
	Number of			Amount of			Number of			Amount of
	Contracts			Premiums			Contracts			Premiums

Options outstanding as of December 31, 2008		—		$	—			—		$	—
Options written		168			11,721			17			1,895
Options closed or expired		(160	)		(10,654	)		(17	)		(1,895	)
Options exercised		(8	)		(1,067	)		—			—

Options outstanding as of December 31, 2009		—		$	—			—		$	—

6. Subsequent Events Evaluation

7. Pending Litigation

Other lawsuits have been filed since 2008 in various state and federal courts, by investors who made investments through an affiliate of the Manager, against the Manager and certain of its affiliates. Those lawsuits relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”) and allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

F17 | OPPENHEIMER VALUE FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Value Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2009, and the related statements of operations and changes in net assets and the financial highlights for the year then ended. 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 audit. The accompanying financial statements and financial highlights of Oppenheimer Value Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those statements and financial highlights.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Value Fund/VA as of December 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP
Denver, Colorado
February 16, 2010

F19 | OPPENHEIMER VALUE FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality, and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Mitch Williams and John Damian the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

8 | OPPENHEIMER VALUE FUND/VA

The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other multi-cap value funds underlying variable insurance products. The Board noted that the Fund’s one-year, three-year, and five-year performance was better than its peer group median.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other multi-cap value funds underlying variable insurance products. The Board noted that the Fund’s actual management fees were lower than its peer group median although total expenses were higher its peer group median. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because of the disparity among VA funds in how insurance companies may be compensated for the services they provide to shareholders, when comparing the expenses of the various VA funds it is most appropriate to focus on the total expenses rather than on the management fees. Accordingly, while the Board reviewed and considered all expenses in its consideration of the Advisory Agreement, it paid particular attention to total expenses. The Board considered that, effective May 1, 2009, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, will not exceed 0.80% for Non-Service Shares and 1.05% for Service Shares. This voluntary undertaking may be amended or withdrawn at any time.

9 | OPPENHEIMER VALUE FUND/VA

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

10 | OPPENHEIMER VALUE FUND/VA

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the Funds, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Funds Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

William L. Armstrong, Chairman of the Board of Trustees and Trustee (since 2003) Age: 72		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 35 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 2003) Age: 73		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 35 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 2003) Age: 71		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000—June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 35 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 2003) Age: 67		Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P. R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 35 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 2003) Age: 69		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 35 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2003) Age: 63		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 35 portfolios in the OppenheimerFunds complex.

11 | OPPENHEIMER VALUE FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the Funds, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Funds Complex Currently Overseen

Robert J. Malone, Trustee (since 2003) Age: 65		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 35 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2003) Age: 67		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 37 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 51		Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC.; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 63 portfolios as a Trustee and is an officer of 94 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Williams, Damian, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Mitch Williams, Vice President (since 2008) and Portfolio Manager (since 2009) Age: 41		Vice President of the Manager (since July 2006); CFA and a Senior Research Analyst of the Manager (since April 2002). Prior to joining the manager, Vice President and Research Analyst for Evergreen Funds (October 2000-January 2002). A portfolio manager and officer of 4 portfolios in the OppenheimerFunds complex.

12 | OPPENHEIMER VALUE FUND/VA


Name, Position(s) Held with the Funds, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Funds Complex Currently Overseen

John Damian, Vice President (since 2008) and Portfolio Manager (since 2009) Age: 41		Senior Vice President and Director of Value Equity Investments (since February 2007); Vice President of the Manager (September 2001-February 2007). Senior Analyst/Director for Citigroup Asset Management (November 1999-September 2001). A portfolio manager and officer of 5 portfolios in the OppenheimerFunds complex.

Thomas W. Keffer, Vice President and Chief Business Officer (since 2009) Age: 54		Director of Investment Brand Management, Senior Vice President of the Manager, and Senior Vice President of OppenheimerFunds Distributor, Inc. (since 1997). An officer of 94 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 94 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 2003) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2003) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 94 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling 1.800.981.2871.

13 | OPPENHEIMER VALUE 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 registrant has determined that George C. Bowen, the Chairman of the Board’s Audit Committee, is the audit committee financial expert and that Mr. Bowen is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a)

Audit Fees

The principal accountant for the registrant in 2009 was KPMG LLP and in fiscal 2008 it was Deloitte & Touche LLP. The principal accountant for the audit of the registrant’s annual financial statements billed $321,600 in fiscal 2009 and $329,125 in fiscal 2008.

(b)

Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2009 and $3,640 in 2008.

The principal accountant for the audit of the registrant’s annual financial statements billed $269,540 in fiscal 2009 and no such fees in fiscal 2008 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 services include: internal control reviews, audit of capital accumulation plan and professional services for FAS 157.

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $86,363 in fiscal 2009 and no such fees in fiscal 2008.

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 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 services include: 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 in fiscal 2009 and $286 in fiscal 2008.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years 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 the cost to the principal accountant of attending audit committee meetings and consultations regarding the registrant’s retirement plan with respect to its trustees.

(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.

		Under applicable laws, pre-approval of non-audit services maybe 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 $355,903 in fiscal 2009 and $3,926 in fiscal 2008 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 accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable.

b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

1.		The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

2.		The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is

		an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.

3.		The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

	•		the name, address, and business, educational, and/or other pertinent background of the person being recommended;

	•		a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

	•		any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

	•		the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

		The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.

4.		Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”

5.		Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 12/31/2009, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the 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.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)		(1) Exhibit attached hereto.

		(2) Exhibits attached hereto.

		(3) Not applicable.

(b)		Exhibit attached hereto.


Manager		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer Agent		OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG llp

Counsel		K&L Gates LLP

		Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.


A Series of Oppenheimer Variable Account Funds


Manager		OppenheimerFunds, Inc.


Distributor		OppenheimerFunds Distributor, Inc.


Transfer Agent		OppenheimerFunds Services


Independent Registered Public Accounting Firm		KPMG llp


Counsel		K&L Gates LLP


		Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.



©Copyright 2010 OppenheimerFunds, Inc. All rights reserved.


Assets
Investments, at value (cost $179,901,607)—see accompanying statement of investments	$	179,901,607
Cash		1,001,498
Receivables and other assets:
Shares of beneficial interest sold		239,901
Interest		94,578
Other		8,256

Total assets		181,245,840

Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		241,077
Legal, auditing and other professional fees		16,934
Transfer and shareholder servicing agent fees		15,571
Shareholder communications		9,181
Trustees’ compensation		4,453
Dividends		576
Other		3,367

Total liabilities		291,159

Net Assets	$	180,954,681


Composition of Net Assets
Par value of shares of beneficial interest	$	180,919
Additional paid-in capital		180,764,475
Accumulated net realized gain on investments		9,287

Net Assets—applicable to 180,919,306 shares of beneficial interest outstanding	$	180,954,681


Net Asset Value, Redemption Price Per Share and Offering Price Per Share	$	1.00


Investment Income
Interest	$	1,802,055

Expenses
Management fees		982,135
Transfer and shareholder servicing agent fees		141,353
Insurance expenses		58,164
Shareholder communications		22,348
Trustees’ compensation		9,532
Custodian fees and expenses		2,065
Other		34,069

Total expenses		1,249,666
Less waivers and reimbursements of expenses		(213,291	)

Net expenses		1,036,375

Net Investment Income		765,680

Net Realized Gain on Investments		10,354

Net Increase in Net Assets Resulting from Operations	$	776,034


Oppenheimer Variable Account Funds

By:		/s/ William F. Glavin, Jr. William F. Glavin, Jr.
		Principal Executive Officer

Date: 02/08/2010

	•		honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	•		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 communications made by the Fund;

	•		compliance with applicable governmental laws, rules and regulations;

	•		the prompt internal reporting of violations of this Code to the Code Administrator identified below; and

	•		accountability for adherence to this Code.


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 OFI and the Funds 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.

	(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.

	(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;


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, and an executive officer of the Fund or OFI.

	(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 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.

	(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.

1.		I have reviewed this report on Form N-CSR of Oppenheimer Variable Account Funds;

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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) 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)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		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

	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting 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: 02/08/2010

/s/ Brian W. Wixted Brian W. Wixted
Principal Financial Officer

1.		The Registrant’s periodic report on Form N-CSR for the period ended 12/31/2009 (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. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.