UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4108

Oppenheimer Variable Account Funds

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Arthur S. Gabinet

OFI Global Asset Management, Inc.

225 Liberty Street, New York, New York 10281-1008

(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: December 31

Date of reporting period: 12/31/2014

Item 1. Reports to Stockholders.

December 31, 2014

Oppenheimer Discovery Mid Cap Growth Fund/VA A Series of Oppenheimer Variable Account Funds   Annual Report

ANNUAL REPORT

Listing of Top Holdings

Fund Performance Discussion

Financial Statements

PORTFOLIO MANAGERS: Ronald J. Zibelli, Jr., CFA and Justin Livengood, CFA

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception Date	1-Year			5-Year			10-Year
Non-Service Shares	8/15/86		5.78	%		16.64	%		6.01	%
Service Shares	10/16/00		5.53			16.34			5.73
Russell Midcap Growth Index			11.90			16.94			9.43

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

TOP TEN COMMON STOCK HOLDINGS

SBA Communications Corp., Cl. A	2.3%
O’Reilly Automotive, Inc.	2.2
Marriott International, Inc., Cl. A	2.0
Chipotle Mexican Grill, Inc., Cl. A	1.9
Sherwin-Williams Co. (The)	1.9
Palo Alto Networks, Inc.	1.8
ServiceNow, Inc.	1.8
Hanesbrands, Inc.	1.8
Wabtec Corp.	1.7
Polaris Industries, Inc.	1.6

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

SECTOR ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of common stocks.

2     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

Fund Performance Discussion

The Fund’s Non-Service shares produced a return of 5.78% during the reporting period, underperforming the Russell Midcap Growth Index’s (the “Index”) return of 11.90% and the Lipper VA Midcap Growth peer group’s return of 8.70% over the same period. The Fund’s underperformance versus the Index stemmed from weaker relative stock selection in the information technology, health care and financials sectors. The Fund outperformed the Index in the consumer discretionary and materials sectors due to stronger relative stock selection.

The investment environment changed significantly during the reporting period. In late 2013 and early 2014, high-quality growth companies continued to outperform the broader market as they had over the previous few years. But in March 2014, the tone of the market changed abruptly where companies with larger market capitalizations and lower valuations began to materially outperform small cap and mid cap companies with higher valuations. Our investment style, which favors high-quality, high-growth companies that often have above average valuations, underperformed meaningfully from mid-March to mid-May despite little or no change to the underlying fundamentals of the companies we own.

For the 3-year, 5-year and 10-year periods ended December 31, 2014, the Fund’s Non-Service shares produced average annual returns of 18.76%, 16.64% and 6.01%, respectively. Over those same periods, the Index generated returns of 20.71%, 16.94% and 9.43%, while the Lipper VA Mid-Cap Growth peer group produced returns of 17.52%, 12.98% and 6.84%, respectively.

MARKET OVERVIEW

Domestic equities were among the top performing asset classes in 2014, outperforming foreign equities, including those domiciled in Europe, Japan and emerging markets. In the U.S., the Federal Reserve (the “Fed”) began tapering its most recent quantitative easing (“QE”) program in January 2014 and completed the process at the end of October, thereby ending the program’s purchases. The Fed reduced its monthly bond purchases in steady $10 billion increments, which helped reduce market volatility and enabled investors to prepare for a post-QE market environment. Although data in the U.S. softened for the first quarter, partially attributed to cold weather effects across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and an estimated 5.0%, respectively.

Outside of the U.S., the positive data points that had emerged in Europe in 2013 and early 2014 largely reversed themselves later in the reporting period and the European Central Bank (the “ECB”) came under even greater pressure to provide a credible plan to boost growth and avoid deflation. In response, the ECB adopted a number of policies designed to stimulate growth. In Japan, which has been mired in economic weakness for years, the Abe administration has adopted even more aggressive economic policies with the Bank of Japan (the “BoJ”) executing a massive QE program. However, the results have not been particularly impressive, with that economy slipping back into recession in the third quarter of 2014 following the consumption tax increase. Emerging markets’ economic growth was mixed, as certain regions such as Eastern Europe and the Middle East remained burdened by geopolitical turmoil. Many commodity producing emerging market economies also struggled as prices for most commodities fell. Countries such as India and Indonesia have benefited from business-friendly new administrations.

TOP INDIVIDUAL CONTRIBUTORS

Top performing stocks for the Fund this reporting period included Illumina, Inc., GoPro, Inc. and Palo Alto Networks, Inc. Illumina, a leading developer of genetic analysis tools, reported strong financial results during the reporting period, raised full year guidance and announced a series of innovative new products. GoPro is a developer of mountable and wearable cameras and accessories. The company had a successful initial public offering and reported strong financial results. We exited our position during the reporting period. Palo Alto Networks provides next generation enterprise network security platforms. The company reported strong revenue and earnings growth during the year, as the many well-publicized data security breaches from major corporations led to strong demand for Palo Alto’s more advanced security solutions.

TOP INDIVIDUAL DETRACTORS

Detractors from performance this reporting period included Nu Skin Enterprises, Inc., Stratasys Ltd. and Tractor Supply Co. Nu Skin Enterprises, a major direct seller of personal care products and nutritional supplements, sold off sharply following a critical article published in China Daily, a state-owned periodical. This caused investors to worry about the company’s operations in China, an important piece of Nu Skin’s strategic growth plan. Stratasys Ltd., one of the leading makers of 3D printers, issued earnings per share guidance that was moderately below consensus estimates due partly to higher than expected operating

3     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

expenses and share count. We exited our positions in Nu Skin and Stratasys during the reporting period. Tractor Supply, an operator of retail farm and ranch stores, experienced declines early in the reporting period after reporting fourth-quarter 2013 comps below analysts’ expectations, due partly to deflationary pressure in feed-related products.

STRATEGY & OUTLOOK

The outlook for the equity markets in 2015 is mixed. Recent U.S. economic data is solid and positioned to benefit from the recent drop in oil and gasoline prices. However European economies continue to struggle, growth in China continues to slow, and many emerging markets will face headwinds given their positions as exporters of commodities such as oil. Interest rate and currency volatility may be elevated in 2015 as the Fed prepares to raise short-term interest rates in the U.S. while central banks in Japan, China and the European Union move the opposite direction with easier monetary policies.

We believe our long-term investment process is well-suited for this uncertain environment. We continue to seek dynamic mid-cap companies with what we view as above average growth opportunities, structurally attractive industry segments and strong management teams. The Fund has produced positive investment performance for more than a decade with experience across multiple economic cycles.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. or its affiliates.

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.

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, 2014. Performance is measured over a ten-fiscal-year period for both Classes. 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 Midcap^® Growth Index, which measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values. The Index is unmanaged and cannot be purchased directly by investors. 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 comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

4     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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 DISCOVERY MID CAP GROWTH FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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.

Actual	Beginning Account Value July 1, 2014	Ending Account Value December 31, 2014	Expenses Paid During 6 Months Ended December 31, 2014
Non-Service shares	$      1,000.00	$         1,050.40	$                4.14
Service shares	1,000.00	1,049.20	5.44
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

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares	0.80%
Service shares	1.05

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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 DISCOVERY MID CAP GROWTH FUND/VA

STATEMENT OF INVESTMENTS December 31, 2014

	Shares		Value
Common Stocks—98.4%
Consumer Discretionary—23.1%
Auto Components—1.0%
Delphi Automotive plc		99,350	$	7,224,732
Hotels, Restaurants & Leisure—5.3%
Chipotle Mexican Grill, Inc., Cl. A1		20,150		13,792,877
Domino’s Pizza, Inc.		106,930		10,069,598
Marriott International, Inc., Cl. A		180,640		14,095,339
				37,957,814
Household Durables—1.0%
Harman International Industries, Inc.		68,230		7,280,823
Leisure Products—1.6%
Polaris Industries, Inc.		76,300		11,539,612
Multiline Retail—1.5%
Dollar Tree, Inc.1		150,350		10,581,633
Specialty Retail—9.3%
Foot Locker, Inc.		131,790		7,403,962
L Brands, Inc.		105,520		9,132,756
O’Reilly Automotive, Inc.1		80,910		15,584,884
Ross Stores, Inc.		113,840		10,730,559
Tiffany & Co.		66,860		7,144,660
Tractor Supply Co.		114,850		9,052,477
Ulta Salon, Cosmetics & Fragrance, Inc.1		56,110		7,173,102
				66,222,400
Textiles, Apparel & Luxury Goods—3.4%
Hanesbrands, Inc.		112,806		12,591,406
Under Armour, Inc., Cl. A1		168,130		11,416,027
				24,007,433
Consumer Staples—6.1%
Beverages—0.9%
Constellation Brands, Inc., Cl. A1		66,980		6,575,427
Food Products—5.2%
Hain Celestial Group, Inc. (The)1		119,320		6,955,163
Hormel Foods Corp.		135,280		7,048,088
Keurig Green Mountain, Inc.		54,610		7,230,091
Mead Johnson Nutrition Co., Cl. A		88,140		8,861,595
WhiteWave Foods Co. (The), Cl. A1		203,790		7,130,612
				37,225,549
Energy—1.1%
Oil, Gas & Consumable Fuels—1.1%
Concho Resources, Inc.1		37,590		3,749,602
Memorial Resource Development Corp.1		142,059		2,561,324
Range Resources Corp.		28,010		1,497,135
				7,808,061
Financials—7.6%
Capital Markets—2.9%
Affiliated Managers Group, Inc.1		26,860		5,700,767
Lazard Ltd., Cl. A		95,210		4,763,356
Raymond James Financial, Inc.		111,260		6,374,085
TD Ameritrade Holding Corp.		101,190		3,620,578
				20,458,786
Commercial Banks—2.0%
Signature Bank1		65,650		8,269,274
SVB Financial Group1		53,430		6,201,620
				14,470,894
Diversified Financial Services—1.0%
Moody’s Corp.		72,649		6,960,501
Real Estate Investment Trusts (REITs)—0.7%
Host Hotels & Resorts, Inc., Cl. REIT		222,780		5,295,481

	Shares		Value
Real Estate Management & Development—1.0%
CBRE Group, Inc., Cl. A1		205,159	$	7,026,696
Health Care—17.4%
Biotechnology—3.1%
Alnylam Pharmaceuticals, Inc.1		35,450		3,438,650
Incyte Corp.1		48,100		3,516,591
Medivation, Inc.1		58,990		5,875,994
Vertex Pharmaceuticals, Inc.1		77,890		9,253,332
				22,084,567
Health Care Equipment & Supplies—4.0%
Cooper Cos., Inc. (The)		44,390		7,195,175
DexCom, Inc.1		96,030		5,286,451
Edwards Lifesciences Corp.1		86,110		10,968,692
STERIS Corp.		74,210		4,812,519
				28,262,837
Health Care Providers & Services—6.7%
AmerisourceBergen Corp., Cl. A		116,530		10,506,345
Brookdale Senior Living, Inc.1		150,550		5,520,668
Centene Corp.1		89,720		9,317,422
Team Health Holdings, Inc.1		119,580		6,879,437
Universal Health Services, Inc., Cl. B		92,270		10,265,960
VCA, Inc.1		110,750		5,401,278
				47,891,110
Health Care Technology—1.1%
Cerner Corp.1		123,010		7,953,827
Life Sciences Tools & Services—1.2%
Illumina, Inc.1		46,368		8,558,605
Pharmaceuticals—1.3%
Akorn, Inc.1		99,960		3,618,552
Jazz Pharmaceuticals plc1		33,620		5,504,603
				9,123,155
Industrials—16.3%
Airlines—2.2%
Southwest Airlines Co.		227,220		9,615,950
Spirit Airlines, Inc.1		82,050		6,201,339
				15,817,289
Building Products—2.1%
A.O. Smith Corp.		134,700		7,598,427
Lennox International, Inc.		75,900		7,215,813
				14,814,240
Electrical Equipment—1.2%
Acuity Brands, Inc.		62,770		8,792,194
Industrial Conglomerates—1.0%
Carlisle Cos., Inc.		79,180		7,145,203
Machinery—4.8%
Middleby Corp. (The)1		108,770		10,779,107
Snap-on, Inc.		83,859		11,466,880
Wabtec Corp.		138,970		12,075,103
				34,321,090
Professional Services—1.5%
Robert Half International, Inc.		184,500		10,771,110
Road & Rail—1.5%
Old Dominion Freight Line, Inc.1		134,500		10,442,580
Trading Companies & Distributors—2.0%
HD Supply Holdings, Inc.1		296,820		8,753,222
United Rentals, Inc.1		52,590		5,364,706
				14,117,928

7     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Information Technology—21.3%
Communications Equipment—2.9%
F5 Networks, Inc.1		63,510	$	8,285,832
Palo Alto Networks, Inc.1		103,700		12,710,509
				20,996,341
Electronic Equipment, Instruments, & Components—1.0%
Amphenol Corp., Cl. A		134,900		7,258,969
Internet Software & Services—2.9%
CoStar Group, Inc.1		49,790		9,142,938
LendingClub Corp.1		156,610		3,962,233
LinkedIn Corp., Cl. A1		33,850		7,775,683
				20,880,854
IT Services—1.8%
Fiserv, Inc.1		98,110		6,962,867
Gartner, Inc.1		66,250		5,578,912
				12,541,779
Semiconductors & Semiconductor Equipment—5.4%
Applied Materials, Inc.		221,740		5,525,761
Avago Technologies Ltd., Cl. A		86,900		8,741,271
Lam Research Corp.		131,270		10,414,962
NXP Semiconductors NV1		112,450		8,591,180
Skyworks Solutions, Inc.		73,400		5,336,914
				38,610,088
Software—7.3%
Electronic Arts, Inc.1		115,290		5,420,359
Mobileye NV1		54,410		2,206,870
NetSuite, Inc.1		84,707		9,247,463

	Shares			Value
Software (Continued)
ServiceNow, Inc.1		185,680		$	12,598,388
Tableau Software, Inc., Cl. A1		132,040			11,191,711
Ultimate Software Group, Inc. (The)1		51,350			7,538,950
Workday, Inc., Cl. A1		46,840			3,822,612
					52,026,353
Materials—3.2%
Chemicals—1.8%
Sherwin-Williams Co. (The)		50,960			13,404,518
Construction Materials—0.9%
Vulcan Materials Co.		96,660			6,353,462
Containers & Packaging—0.5%
Crown Holdings, Inc.1		71,740			3,651,566
Telecommunication Services—2.3%
Wireless Telecommunication Services—2.3%
SBA Communications Corp., Cl. A1		145,670			16,134,409
Total Common Stocks (Cost $535,555,700)					702,589,916
Investment Company—1.6%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%2,3 (Cost $11,090,218)		11,090,218			11,090,218
Total Investments, at Value (Cost $546,645,918)		100.0	%		713,680,134
Net Other Assets (Liabilities)		(0.0	)		(201,300	)
Net Assets		100.0	%	$	713,478,834

Footnotes to Statement of Investments

1. Non-income producing security.

2. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross Additions		Gross Reductions		Shares December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		5,136,594		330,549,038		324,595,414		11,090,218
					Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E					$	11,090,218	$	15,147

3. Rate shown is the 7-day yield as of December 31, 2014.

See accompanying Notes to Financial Statements.

8     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $535,555,700)	$	702,589,916
Affiliated companies (cost $11,090,218)		11,090,218
		713,680,134
Cash		499,999
Receivables and other assets:
Investments sold		3,518,321
Dividends		212,384
Shares of beneficial interest sold		81,681
Other		42,771
Total assets		718,035,290
Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		3,108,859
Investments purchased		1,344,607
Trustees’ compensation		41,557
Shareholder communications		32,456
Distribution and service plan fees		6,645
Other		22,332
Total liabilities		4,556,456
Net Assets	$	713,478,834
Composition of Net Assets
Par value of shares of beneficial interest	$	9,066
Additional paid-in capital		483,280,573
Accumulated net investment income		6,401
Accumulated net realized gain on investments		63,148,578
Net unrealized appreciation on investments		167,034,216
Net Assets	$	713,478,834
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 $682,514,620 and 8,659,562 shares of beneficial interest outstanding)		$78.82
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $30,964,214 and 406,306 shares of beneficial interest outstanding)		$76.21

See accompanying Notes to Financial Statements.

9     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $ 7,351)	$              2,910,770
Affiliated companies	15,147
Total investment income	2,925,917
Expenses
Management fees	5,106,401
Distribution and service plan fees:
Service shares	82,084
Transfer and shareholder servicing agent fees:
Non-Service shares	686,474
Service shares	32,838
Shareholder communications:
Non-Service shares	51,428
Service shares	2,447
Trustees’ compensation	30,718
Custodian fees and expenses	5,482
Other	55,787
Total expenses	6,053,659
Less reduction to custodian expenses	(14	)
Less waivers and reimbursements of expenses	(216,514	)
Net expenses	5,837,131
Net Investment Loss	(2,911,214	)
Realized and Unrealized Gain (Loss)
Net realized gain on investments from unaffiliated companies	120,740,276
Net change in unrealized appreciation/depreciation on investments	(78,732,569	)
Net Increase in Net Assets Resulting from Operations	$            39,096,493

See accompanying Notes to Financial Statements.

10     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014			Year Ended December 31, 2013
Operations
Net investment loss	$	(2,911,214	)	$	(1,689,339	)
Net realized gain		120,740,276			122,245,177
Net change in unrealized appreciation/depreciation		(78,732,569	)		79,850,119
Net increase in net assets resulting from operations		39,096,493			200,405,957
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		—			(73,101	)
Service shares		—			—
		—			(73,101	)
Beneficial Interest Transactions
Net decrease in net assets resulting from beneficial interest transactions:
Non-Service shares		(80,362,833	)		(22,913,255	)
Service shares		(7,209,426	)		(10,340,669	)
		(87,572,259	)		(33,253,924	)
Net Assets
Total increase (decrease)		(48,475,766	)		167,078,932
Beginning of period		761,954,600			594,875,668
End of period (including accumulated net investment income (loss) of $6,401 and $(53,163), respectively)	$	713,478,834		$	761,954,600

See accompanying Notes to Financial Statements.

11     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

FINANCIAL HIGHLIGHTS

Non-Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	74.51	$	54.80	$	47.06	$	46.55	$	36.52
Income (loss) from investment operations:
Net investment income (loss)2		(0.29)		(0.16)		0.01		(0.26)		(0.11)
Net realized and unrealized gain		4.60		19.88		7.73		0.77		10.14
Total from investment operations		4.31		19.72		7.74		0.51		10.03
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		(0.01)		0.00		0.00		0.00
Net asset value, end of period	$	78.82	$	74.51	$	54.80	$	47.06	$	46.55
Total Return, at Net Asset Value3		5.78%		35.98%		16.45%		1.09%		27.46%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	682,515	$	725,406	$	558,934	$	543,020	$	611,872
Average net assets (in thousands)	$	688,259	$	618,970	$	575,072	$	605,083	$	548,739
Ratios to average net assets:4
Net investment income (loss)		(0.39)%		(0.24)%		0.03%		(0.53)%		(0.29)%
Total expenses5		0.83%		0.84%		0.85%		0.84%		0.85%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.80%		0.80%		0.80%		0.80%		0.76%
Portfolio turnover rate		113%		84%		66%		91%		95%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	0.83	%
Year Ended December 31, 2013	0.84	%
Year Ended December 31, 2012	0.85	%
Year Ended December 30, 2011	0.84	%
Year Ended December 31, 2010	0.85	%

See accompanying Notes to Financial Statements.

12     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	72.22	$	53.25	$	45.84	$	45.46	$	35.75
Income (loss) from investment operations:
Net investment loss2		(0.46)		(0.30)		(0.12)		(0.37)		(0.20)
Net realized and unrealized gain		4.45		19.27		7.53		0.75		9.91
Total from investment operations		3.99		18.97		7.41		0.38		9.71
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		0.00		0.00		0.00		0.00
Net asset value, end of period	$	76.21	$	72.22	$	53.25	$	45.84	$	45.46
Total Return, at Net Asset Value3		5.53%		35.62%		16.17%		0.83%		27.16%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	30,964	$	36,549	$	35,942	$	35,773	$	32,669
Average net assets (in thousands)	$	32,927	$	35,905	$	37,842	$	37,775	$	27,552
Ratios to average net assets:4
Net investment loss		(0.64)%		(0.49)%		(0.22)%		(0.78)%		(0.53)%
Total expenses5		1.08%		1.09%		1.10%		1.09%		1.10%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.05%		1.05%		1.05%		1.05%		1.01%
Portfolio turnover rate		113%		84%		66%		91%		95%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1.08	%
Year Ended December 31, 2013	1.09	%
Year Ended December 31, 2012	1.10	%
Year Ended December 30, 2011	1.09	%
Year Ended December 31, 2010	1.10	%

See accompanying Notes to Financial Statements.

13     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

NOTES TO FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Discovery Mid-Cap Growth Fund/VA (the “Fund”), a separate series of Oppenheimer Variable Account Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

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.

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.

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.

14     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

2. Significant Accounting Policies (Continued)

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$—		$64,118,337		$—		$166,112,406

1. During the fiscal year ended December 31, 2014, the Fund utilized $50,885,832 of capital loss carryforward to offset capital gains realized in that fiscal year.

2. During the fiscal year ended December 31, 2013, the Fund utilized $121,849,981 of capital loss carryforward to offset capital gains realized in that fiscal year.

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Reduction to Accumulated Net Investment Loss		Reduction to Accumulated Net Realized Gain on Investments3
$2,366,836		$2,970,778		$5,337,614

3. $5,337,614, all of which was long-term capital gain, was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended December 31, 2014		Year Ended December 31, 2013
Distributions paid from:
Ordinary income	$	—	$	73,101

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, 2014 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	$	547,567,728
Gross unrealized appreciation	$	167,190,337
Gross unrealized depreciation		(1,077,931	)
Net unrealized appreciation	$	166,112,406

Use of Estimates. 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.

3. 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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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”

15     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

and “asked” prices, and if not, at the current day’s closing bid price. A security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

16     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

3. Securities Valuation (Continued)

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	164,814,447	$	—	$	—	$	164,814,447
Consumer Staples		43,800,976		—		—		43,800,976
Energy		7,808,061		—		—		7,808,061
Financials		54,212,358		—		—		54,212,358
Health Care		123,874,101		—		—		123,874,101
Industrials		116,221,634		—		—		116,221,634
Information Technology		152,314,384		—		—		152,314,384
Materials		23,409,546		—		—		23,409,546
Telecommunication Services		16,134,409		—		—		16,134,409
Investment Company		11,090,218		—		—		11,090,218
Total Assets	$	713,680,134	$	—	$	—	$	713,680,134

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets.

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

5. 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, 2014						Year Ended December 31, 2013
	Shares			Amount			Shares			Amount
Non-Service Shares
Sold		416,592		$	31,353,214			1,267,875		$	87,221,834
Dividends and/or distributions reinvested		—			—			1,176			73,101
Redeemed		(1,493,014	)		(111,716,047	)		(1,732,026	)		(110,208,190	)
Net decrease		(1,076,422	)	$	(80,362,833	)		(462,975	)	$	(22,913,255	)
Service Shares
Sold		42,402		$	3,058,524			78,939		$	4,862,175
Dividends and/or distributions reinvested		—			—			—			—
Redeemed		(142,155	)		(10,267,950	)		(247,872	)		(15,202,844	)
Net decrease		(99,753	)	$	(7,209,426	)		(168,933	)	$	(10,340,669	)

17     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

6. 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, 2014 were as follows:

	Purchases		Sales
Investment securities	$	801,427,778	$	896,249,700

7. 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

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.71% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors 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. The Manager has contractually agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; 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, 2014, the Manager waived fees and/or reimbursed the Fund $189,852 and $8,922 for Non-Service and Service shares, respectively.

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, 2014, the Manager waived fees and/or reimbursed the Fund $17,740 for IMMF management fees.

These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

18     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

8. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

19     OPPENHEIMER DISCOVERY MID CAP GROWTH 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 Discovery Mid Cap Growth Fund/VA (a separate series of Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Discovery Mid Cap Growth Fund/VA as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 13, 2015

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FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

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.

21     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio managers and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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 and Justin Livengood, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Manager, the Sub-Adviser and the Fund. Throughout the year, the Manager and the Sub-Adviser provided information on the investment performance of the Fund, including comparative performance information. The Board also reviewed information, prepared by the Manager, the Sub-Adviser and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other mid-cap growth funds underlying variable insurance products. The Board considered that the Fund underperformed its performance category median for the one-, five- and ten-year periods but outperformed for the three-year period. The Board also considered that the Manager is satisfied with the overall performance of the Fund, noting the Manager’s assertion that the Fund’s one-year performance ranks in the 41^st percentile when compared to the overall mid-cap growth category.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the Sub-Adviser and the other expenses borne by the Fund. 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. 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 to those of retail 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 contractual management fees and total expenses, after waivers, were lower than its respective peer group median and category median. Within the total asset range of $500 million to $1 billion, the Fund’s effective management fee rate was lower than its peer group median and category median. The Board noted that the Manager has contractually agreed 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 contractual expense limitation may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

Economies of Scale and Profits Realized by the Manager and Sub-Adviser. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board reviewed whether the Managers 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 Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to

22     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

the Managers’ affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements).The Board also considered that the Managers 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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

23     OPPENHEIMER DISCOVERY MID CAP GROWTH 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 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.

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TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees (since 2012) and Trustee (since 1996) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 1990) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2012) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth:1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds

25     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

Robert J. Malone, Continued	complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
F. William Marshall, Jr., Trustee (since 2001) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Zibelli, Jr., Livengood, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. 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.

26     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

Ronald J. Zibelli, Jr., Vice President (since 2008) Year of Birth: 1959	Senior Vice President of the Sub-Adviser (since January 2014); Senior Portfolio Manager of the Sub-Adviser (since May 2006) and Vice President of the Sub-Adviser (May 2006-January 2014). Prior to joining the Sub-Adviser, he spent six years at Merrill Lynch Investment Managers, during which time he was a Managing Director and Small Cap Growth Team Leader, responsible for managing 11 portfolios. Prior to joining Merrill Lynch Investment Managers, Mr. Zibelli spent 12 years with Chase Manhattan Bank, including two years as Senior Portfolio Manager (U.S. Small Cap Equity) at Chase Asset Management. A portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
Justin Livengood, Vice President (since 2014) Year of Birth: 1974	Vice President (since May 2006) and Senior Portfolio (since January 2014) of the Sub-Adviser. Senior Research Analyst of the Sub-Adviser (May 2006-January 2014), responsible for the health care, energy and financial services sectors for mid- and small-cap growth accounts. Before joining the Sub-Adviser in May 2006, Mr. Livengood was a vice president and fund analyst with Merrill Lynch Investment Managers, where he specialized in financial services, health care, energy and basic materials for the Merrill Lynch Small Cap Growth Fund. During his tenure at Merrill Lynch he also worked as an investment banking analyst in the Global Media Group and as an associate with Merrill Lynch Ventures. A portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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 1.800.988.8287.

27     OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and	OFI Global Asset Management, Inc.
Shareholder
Servicing Agent
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent	KPMG LLP
Registered
Public
Accounting
Firm
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

ANNUAL REPORT

Listing of Top Holdings

Fund Performance Discussion

Financial Statements

PORTFOLIO MANAGERS: Magnus Krantz and Krishna Memani

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception Date	1-Year		5-Year		10-Year
Non-Service Shares	2/9/87	8.20	%	9.36	%	2.59	%
Service Shares	5/1/02	8.02		9.10		2.34
Russell 3000 Index		12.56		15.63		7.94
Barclays U.S. Aggregate Bond Index		5.97		4.45		4.71
Reference Index		8.43		8.64		6.43

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

TOP TEN COMMON STOCK HOLDINGS

Apple, Inc.	1.3%
Actavis plc	1.0
Citigroup, Inc.	0.9
National Oilwell Varco, Inc.	0.8
JPMorgan Chase & Co.	0.8
Mondelez International, Inc., Cl. A	0.8
Comcast Corp., Cl. A	0.7
General Electric Co.	0.7
AutoZone, Inc.	0.6
Henkel AG & Co. KGaA	0.6
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

PORTFOLIO ALLOCATION

Mortgage-Backed Obligations
Government Agency	24.0	%
Non-Agency	8.5
Common Stocks	28.6
Non-Convertible Corporate Bonds and Notes	27.9
Asset-Backed Securities	9.0
Investment Company
Oppenheimer Institutional Money Market Fund	1.7
U.S. Government Obligations	0.3
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of investments.

2      OPPENHEIMER CAPITAL INCOME FUND/VA

Fund Performance Discussion

The Fund’s Non-Service shares produced a return of 8.20% during the reporting period. On a relative basis, the Fund underperformed its Reference Index, which returned 8.43%. The Fund’s Reference Index is a customized weighted index currently comprised of the following underlying broad-based security indices: 65% of the Barclays U.S. Aggregate Bond Index and 35% of the Russell 3000 Index. Measured separately, the Barclays U.S. Aggregate Bond Index returned 5.97% and the Russell 3000 Index returned 12.56%.

MARKET OVERVIEW

During the past year domestic equity — as an asset class — once again distinguished itself as stocks appreciated in value across all capitalizations, outperforming international equities and fixed-income securities. In 2014, the U.S. economy provided a favorable backdrop for the outperformance of equities with steady, albeit modest growth, continued little wage inflation, and interest rates that remained low — in fact, well below initial expectations. Under these economic conditions most companies were able to demonstrate ongoing improvement with the majority beating expectations — on both the top and bottom lines.

The ride throughout the year, however, was anything but smooth. Macro influences —particularly the strengthening dollar, flattening yield curve, and tumbling oil price — played a significant role in determining which equities out- or underperformed. Accommodation by the Federal Reserve (the “Fed”), which officially ended its bond-buying stimulus program in October, helped to fuel demand for high-dividend paying stocks such as utilities and real estate investment trusts (“REITs”), while a step-up in merger and acquisition activity — spurred on by the desire to relocate to advantageous low tax jurisdictions — boosted stocks primarily in the health care sector. But not all was rosy. The Fed’s accommodative behavior proved a headwind for many financials as long yields declined, hurting the profitability of banks. The strengthening U.S. dollar also proved a headwind, especially for multi-national companies where translation from local currencies to the greenback negatively impacted the bottom line. Consequently, stocks with international businesses broadly underperformed stocks with mostly domestic exposure.

Geopolitical risks, including those concentrated in Ukraine and Russia and the ever-present turmoil in the Middle East, caused investors to fret and resulted in, at times, quite the roller coaster ride. Add to this the fact that growth outside of the U.S. was anemic, at best, leading investors to worry intermittently about the global outlook and its impact on domestic stocks. And, a new concern raised its very ugly head as the Ebola epidemic in Western Africa spooked investors further. Though volatility remained below historical averages, these issues caused it to it to spike on a number of occasions throughout the year.

In fixed-income markets, higher-yielding securities such as corporate bonds and mortgage-backed securities (“MBS”) generally outperformed U.S. Treasuries. The Treasury curve flattened in 2014 as strong demand pushed up prices on the 30-year bond as well as the 10-year note, although to a lesser degree. This can largely be attributed to anticipation by the financial markets that the Fed may move short-term rates higher at some point during 2015. Although, it is certainly worth noting that the Fed maintained its current forward guidance for interest rates by maintaining that it can be “patient in beginning to normalize the stance of monetary policy”. The last consumer price index (CPI) news release of the reporting period showed the annual inflation rate at 1.3% for the year ended November 30, 2014, which would indicate that inflation pressures are not heating up to any great extent in the U.S. economy.

EQUITY STRATEGY REVIEW

The equity strategy produced positive absolute performance during the reporting period, but underperformed the Russell 3000 Index. The equity strategy’s underperformance stemmed largely from less favorable stock selection in the financials and consumer staples sectors. The equity strategy outperformed the Index primarily in the information technology, consumer discretionary and health care sectors due to stronger relative stock selection.

The equity strategy’s top contributors to performance included information technology holdings Apple, Inc. and Skyworks Solutions, Inc. and health care stock Actavis plc. Apple rallied after iPhone sales came in higher than analysts anticipated and the company announced a 7-for-1 stock split and increased both its dividend and share repurchases. In addition, the introduction of two new iPhones, and the upcoming introduction of a new Apple Watch product, resulted in strong performance. Skyworks Solutions is a supplier of analog semiconductors to the wireless industry. The company’s stock benefited from the successful launch of Apple’s iPhone 6, on which Skyworks provides chips. Skyworks’ content share has increased on iPhone 6 platforms, with its dollar content higher than it was for the iPhone 5. Actavis shares reacted favorably after management pre-announced a positive earnings surprise due mostly to revenue synergies and cost savings from a recent merger with Warner Chilcott. Free cash generation was above expectations as well, and was used to pay down debt. This reduced balance sheet leverage, thus providing financial flexibility for additional acquisitions to further the company’s growth initiatives. The company also announced the acquisition of Forest Labs and Allergan during the reporting period.

3      OPPENHEIMER CAPITAL INCOME FUND/VA

Top detractors from the equity strategy’s performance included Noble Energy, Inc., Genworth Financial, Inc. and Web.com Group, Inc. Noble has a high sensitivity to oil price changes as it has significant exploration and production operations globally. Growth projections are expected to decline as the company adjusts both its cash flow expectations and balance sheet to reflect a diminished outlook for global energy prices. We have maintained our position and continue to have confidence in management’s ability to execute well at period end. Genworth, which provides insurance for the life, mortgage, and long-term care markets, disappointed investors when it reported third quarter results. Management announced a larger than projected charge to reflect a step-up in claims from holders of its long-term care policies. Additionally, the company disclosed that it would conduct a comprehensive review of all policies, adding to investor concerns. We exited our position. Web.com Group, Inc. is a provider of Internet services and online marketing solutions, primarily to small businesses. Over the fourth quarter of 2014, the company disappointed investors for a second consecutive quarter when it reported results. Decelerating growth in its core “Do-It-For-Me” business — a key contributor to the company’s revenue over the past several years — was the prime culprit leading to the shortfall in earnings. This disappointment was a violation of our investment thesis that was predicated on customers continuing to migrate up the value chain, leading to both accelerating revenue growth and improved profitability. As a consequence, we have eliminated our holdings in this stock.

FIXED-INCOME STRATEGY REVIEW

The fixed-income strategy continued to favor corporate bonds, mortgages and other securitized products over government bonds this reporting period, which benefited performance as corporate bonds outperformed U.S. Treasuries during the reporting period. The strongest performing areas for the fixed-income strategy were investment-grade corporate bonds and mortgages.

Corporate bond sectors that contributed positively to performance included financials, utilities and telecommunications. Detracting from performance included the fixed-income strategy’s exposure to basic materials, such as metals and mining and chemicals. Shortly after the July reversal in credit spreads, the market saw pressure on most corporate bond sectors, but in particular on the most directly commodity-sensitive sectors. Energy was hit particularly hard due to dramatically falling oil prices, but basic materials such as metals and mining and chemicals were also negatively impacted. Because the Fund had seen positive results from its holdings in the energy sector for the first half of the year, and we were quick to pare back risk when the sector came under pressure, the Fund was able to end the year with a positive contribution from the energy sector overall. However, basic materials had not seen the same amount of relative strength prior to the credit spread reversal and the Fund’s holdings in that area detracted from performance for the calendar year.

Among mortgages, the Fund had its largest exposure to government agency MBS, with a smaller allocation to non-agency MBS. The Fund also had positions in commercial MBS and asset-backed securities (“ABS”). Each of these positions produced positive results this reporting period as they offered relatively attractive yields, sparking greater demand as investors resumed their search for more competitive levels of current income.

During the reporting period, we decreased our allocation to agency debt and moved a portion of those assets into U.S. Treasuries to maintain liquidity in the Fund. Our U.S. Treasury position minimally detracted from performance this reporting period.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. or its affiliates.

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.

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, 2014. Performance is measured over a ten-fiscal-year period for both Classes. 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.

4      OPPENHEIMER CAPITAL INCOME FUND/VA

The Fund’s performance is compared to the performance of the Russell 3000 Index, the Barclays U.S. Aggregate Bond Index, and the Fund’s Reference Index. The Russell 3000 Index measures the performance of the largest 3,000 U.S. companies, representing approximately 98% of the investable U.S. equity market. The Barclays U.S. Aggregate Bond Index is an index of U.S dollar-denominated, investment-grade U.S. corporate government and mortgage-backed securities. The Fund’s Reference Index is a customized weighted index currently comprised of 65% of the Barclays U.S. Aggregate Bond Index and 35% of the Russell 3000 Index. The indices are unmanaged and cannot be purchased directly by investors. 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 comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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 CAPITAL INCOME FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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.

Actual	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During 6 Months Ended December 31, 2014
Non-Service shares	$	1,000.00	$	1,025.90	$	3.43
Service shares		1,000.00		1,024.80		4.71
Hypothetical (5% return before expenses)
Non-Service shares		1,000.00		1,021.83		3.42
Service shares		1,000.00		1,020.57		4.70

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares		0.67%
Service shares		0.92

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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 CAPITAL INCOME FUND/VA

STATEMENT OF INVESTMENTS December 31, 2014

	Shares		Value
Common Stocks—33.9%
Consumer Discretionary—4.2%
Auto Components—0.3%
Delphi Automotive plc		12,820		$        932,270
Automobiles—0.4%
General Motors Co.		27,900		973,989
Diversified Consumer Services—0.3%
LifeLock, Inc.1		37,340		691,164
Hotels, Restaurants & Leisure—0.1%
International Speedway Corp., Cl. A		7,500		237,375
Household Durables—0.3%
Toll Brothers, Inc.1		22,620		775,187
Media—1.1%
Comcast Corp., Cl. A		31,470		1,825,575
Twenty-First Century Fox, Inc., Cl. A		30,380		1,166,744
				2,992,319
Specialty Retail—1.2%
AutoZone, Inc.1		2,730		1,690,170
Ross Stores, Inc.		9,910		934,117
Signet Jewelers Ltd.		4,590		603,906
				3,228,193
Textiles, Apparel & Luxury Goods—0.5%
PVH Corp.		10,340		1,325,278
Consumer Staples—2.8%
Beverages—0.5%
Diageo plc		48,700		1,396,771
Food Products—1.1%
Flowers Foods, Inc.		46,655		895,309
Mondelez International, Inc., Cl. A		58,150		2,112,299
				3,007,608
Household Products—0.6%
Henkel AG & Co. KGaA		16,738		1,629,870
Tobacco—0.6%
Philip Morris International, Inc.		17,850		1,453,883
Energy—2.9%
Energy Equipment & Services—0.8%
National Oilwell Varco, Inc.		33,430		2,190,668
Oil, Gas & Consumable Fuels—2.1%
Antero Midstream Partners LP1		24,480		673,200
Chevron Corp.		11,180		1,254,173
HollyFrontier Corp.		10,750		402,910
Noble Energy, Inc.		31,040		1,472,227
Shell Midstream Partners LP1		14,359		588,432
Western Refining, Inc.		31,190		1,178,358
				5,569,300
Financials—5.8%
Commercial Banks—3.4%
BancorpSouth, Inc.		33,520		754,535
CIT Group, Inc.		29,970		1,433,465
Citigroup, Inc.		44,040		2,383,005
FirstMerit Corp.		39,200		740,488
Huntington Bancshares, Inc.		92,120		969,102
JPMorgan Chase & Co.		33,940		2,123,965
Webster Financial Corp.		18,620		605,709
				9,010,269
Consumer Finance—0.5%
Discover Financial Services		21,221		1,389,763

	Shares		Value
Insurance—1.0%
American International Group, Inc.		24,960		$        1,398,010
FNF Group		38,610		1,330,114
				2,728,124
Real Estate Investment Trusts (REITs)—0.9%
Apollo Commercial Real Estate Finance, Inc.		44,110		721,640
Digital Realty Trust, Inc.		18,080		1,198,704
STAG Industrial, Inc.		19,950		488,775
				2,409,119
Health Care—5.1%
Biotechnology—0.7%
BioMarin Pharmaceutical, Inc.1		6,030		545,112
Celldex Therapeutics, Inc.1		11,250		205,312
Gilead Sciences, Inc.1		11,310		1,066,081
				1,816,505
Health Care Equipment & Supplies—0.5%
Covidien plc		7,290		745,621
DexCom, Inc.1		10,640		585,732
				1,331,353
Health Care Providers & Services—0.9%
Omnicare, Inc.		7,070		515,615
Team Health Holdings, Inc.1		8,420		484,403
Universal Health Services, Inc., Cl. B		8,870		986,876
WellCare Health Plans, Inc.1		6,230		511,234
				2,498,128
Pharmaceuticals—3.0%
AbbVie, Inc.		18,800		1,230,272
Actavis plc1		10,630		2,736,268
Bristol-Myers Squibb Co.		23,480		1,386,024
Pfizer, Inc.		27,405		853,666
Prestige Brands Holdings, Inc.1		28,440		987,437
Salix Pharmaceuticals Ltd.1		6,830		785,040
				7,978,707
Industrials—4.0%
Aerospace & Defense—0.3%
L-3 Communications Holdings, Inc.		6,080		767,357
Airlines—0.2%
Spirit Airlines, Inc.1		8,360		631,849
Commercial Services & Supplies—1.0%
KAR Auction Services, Inc.		16,260		563,409
Republic Services, Inc., Cl. A		19,700		792,925
Tyco International plc		29,820		1,307,905
				2,664,239
Construction & Engineering—0.3%
AECOM Technology Corp.1		15,730		477,720
MasTec, Inc.1		17,670		399,519
				877,239
Industrial Conglomerates—0.7%
General Electric Co.		68,370		1,727,710
Machinery—0.2%
Joy Global, Inc.		11,550		537,306
Professional Services—0.4%
Robert Half International, Inc.		20,170		1,177,524
Road & Rail—0.5%
Canadian National Railway Co.		20,440		1,408,520
Trading Companies & Distributors—0.4%
NOW, Inc.1		39,579		1,018,368

7      OPPENHEIMER CAPITAL INCOME FUND/VA

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Information Technology—6.9%
Internet Software & Services—1.3%
eBay, Inc.1		29,020		$        1,628,603
Facebook, Inc., Cl. A1		19,750		1,540,895
Pandora Media, Inc.1		19,380		345,545
				3,515,043
IT Services—1.5%
Amdocs Ltd.		22,910		1,068,866
MasterCard, Inc., Cl. A		16,990		1,463,858
Xerox Corp.		105,510		1,462,369
				3,995,093
Semiconductors & Semiconductor Equipment—1.2%
Applied Materials, Inc.		62,160		1,549,027
Cavium, Inc.1		9,570		591,617
Skyworks Solutions, Inc.		13,700		996,127
				3,136,771
Software—1.2%
Fortinet, Inc.1		20,500		628,530
Guidewire Software, Inc.1		14,460		732,110
Imperva, Inc.1		10,970		542,247
ServiceNow, Inc.1		8,210		557,048
Splunk, Inc.1		10,090		594,806
				3,054,741
Technology Hardware, Storage & Peripherals—1.7%
Apple, Inc.		32,410		3,577,416
Western Digital Corp.		9,740		1,078,218
				4,655,634
Materials—1.2%
Construction Materials—0.3%
Vulcan Materials Co.		14,130		928,765
Containers & Packaging—0.3%
Packaging Corp. of America		9,850		768,792
Metals & Mining—0.3%
Alcoa, Inc.		58,840		929,084
Paper & Forest Products—0.3%
PH Glatfelter Co.		27,990		715,704
Telecommunication Services—0.6%
Diversified Telecommunication Services—0.6%
ORBCOMM, Inc.1		375		2,453
Verizon Communications, Inc.		31,450		1,471,231
				1,473,684
Utilities—0.4%
Electric Utilities—0.4%
Exelon Corp.		28,842		1,069,461
Total Common Stocks (Cost $74,142,162)				90,618,727
	Principal Amount
Asset-Backed Securities—10.7%
Auto Loan—9.7%
American Credit Acceptance Receivables Trust:
Series 2012-2,Cl. D, 5.91%, 7/15/192		$        310,000		311,946
Series 2012-3,Cl. C, 2.78%, 9/17/182		955,000		957,205
Series 2013-2,Cl. B, 2.84%, 5/15/192		443,000		446,995
Series 2014-1,Cl. B, 2.39%, 11/12/192		625,000		626,986
Series 2014-2,Cl. A, 0.99%, 10/10/172		296,670		296,478
Series 2014-2,Cl. B, 2.26%, 3/10/202		160,000		159,899
Series 2014-3,Cl. B, 2.43%, 6/10/202		355,000		357,520
Series 2014-4,Cl. B, 2.60%, 10/12/202		175,000		175,105
AmeriCredit Automobile Receivables Trust:
Series 2012-2,Cl. E, 4.85%, 8/8/192		210,000		217,049
Series 2012-4,Cl. D, 2.68%, 10/9/18		70,000		70,587
Series 2012-5,Cl. C, 1.69%, 11/8/18		165,000		165,495

	Principal Amount		Value
Auto Loan (Continued)
AmeriCredit Automobile Receivables Trust: (Continued)
Series 2012-5,Cl. D, 2.35%, 12/10/18		$    925,000		$        931,900
Series 2013-1,Cl. C, 1.57%, 1/8/19		725,000		723,580
Series 2013-2,Cl. E, 3.41%, 10/8/202		415,000		418,468
Series 2013-4,Cl. D, 3.31%, 10/8/19		677,000		688,639
Series 2014-2,Cl. D, 2.57%, 7/8/20		225,000		222,236
Series 2014-3,Cl. D, 3.13%, 10/8/20		195,000		196,339
Series 2014-4,Cl. D, 3.07%, 11/9/20		190,000		190,196
California Republic Auto Receivables Trust:
Series 2014-2,Cl. C, 3.29%, 3/15/21		95,000		94,592
Series 2014-4,Cl. C, 3.56%, 9/15/21		125,000		124,978
Capital Auto Receivables Asset Trust:
Series 2014-1,Cl. D, 3.39%, 7/22/19		140,000		142,536
Series 2014-3,Cl. D, 3.14%, 2/20/20		195,000		195,938
Capital Auto Receivables Asset Trust/Ally Financial, Inc., Series 2013-1, Cl. D, 2.19%, 9/20/21		125,000		125,254
CarFinance Capital Auto Trust:
Series 2013-1A,Cl. A, 1.65%, 7/17/172		34,790		34,830
Series 2013-2A,Cl. B, 3.15%, 8/15/192		635,000		644,037
Series 2014-1A,Cl. A, 1.46%, 12/17/182		118,771		118,962
Centre Point Funding LLC, Series 2010-1A, Cl. 1, 5.43%, 7/20/162		25,177		25,510
CPS Auto Receivables Trust:
Series 2012-B,Cl. A, 2.52%, 9/16/192		125,190		125,945
Series 2014-A,Cl. A, 1.21%, 8/15/182		437,507		436,458
Series 2014-B,Cl. A, 1.11%, 11/15/182		329,484		328,016
Series 2014-C,Cl. A, 1.31%, 2/15/192		336,663		335,692
CPS Auto Trust, Series 2012-C, Cl. A, 1.82%, 12/16/192		44,745		45,006
Credit Acceptance Auto Loan Trust:
Series 2013-1A,Cl. B, 1.83%, 4/15/212		165,000		164,806
Series 2013-2A,Cl. B, 2.26%, 10/15/212		310,000		311,814
Series 2014-1A,Cl. B, 2.29%, 4/15/222		240,000		240,459
Series 2014-2A,Cl. B, 2.67%, 9/15/222		195,000		194,829
DT Auto Owner Trust:
Series 2012-1A,Cl. D, 4.94%, 7/16/182		99,298		100,751
Series 2013-1A,Cl. D, 3.74%, 5/15/202		200,000		202,482
Series 2013-2A,Cl. D, 4.18%, 6/15/202		545,000		550,759
Series 2014-1A,Cl. D, 3.98%, 1/15/212		435,000		434,433
Series 2014-2A,Cl. D, 3.68%, 4/15/212		615,000		605,504
Series 2014-3A,Cl. D, 4.47%, 11/15/212		245,000		245,039
Exeter Automobile Receivables Trust:
Series 2012-2A,Cl. B, 2.22%, 12/15/172		130,000		130,711
Series 2012-2A,Cl. C, 3.06%, 7/16/182		516,000		519,952
Series 2013-2A,Cl. B, 3.09%, 7/16/182		940,000		951,126
Series 2013-2A,Cl. C, 4.35%, 1/15/192		375,000		380,129
Series 2014-1A,Cl. B, 2.42%, 1/15/192		280,000		279,965
Series 2014-1A,Cl. C, 3.57%, 7/15/192		280,000		278,156
Series 2014-2A,Cl. A, 1.06%, 8/15/182		96,466		96,332
Series 2014-2A,Cl. C, 3.26%, 12/16/192		135,000		132,228
First Investors Auto Owner Trust:
Series 2012-1A,Cl. D, 5.65%, 4/15/182		140,000		144,733
Series 2013-3A,Cl. B, 2.32%, 10/15/192		465,000		468,013
Series 2013-3A,Cl. C, 2.91%, 1/15/202		200,000		201,318
Series 2013-3A,Cl. D, 3.67%, 5/15/202		165,000		165,647
Series 2014-1A,Cl. D, 3.28%, 4/15/212		270,000		266,758
Series 2014-3A,Cl. D, 3.85%, 2/15/222		175,000		174,888
Flagship Credit Auto Trust:
Series 2014-1,Cl. A, 1.21%, 4/15/192		195,166		194,723
Series 2014-2,Cl. A, 1.43%, 12/16/192		355,619		355,279
Ford Credit Floorplan Master Owner Trust A, Series 2012-2, Cl. C, 2.86%, 1/15/19		215,000		221,344
GM Financial Automobile Leasing Trust, Series 2014-1A, Cl. D, 2.51%, 3/20/192		470,000		471,056
Navistar Financial Dealer Note Master Owner Trust II, Series 2014-1, Cl. D, 2.47%, 10/25/192,3		145,000		145,600
Santander Drive Auto Receivables Trust:
Series 2012-6,Cl. D, 2.52%, 9/17/18		235,000		236,185
Series 2012-AA,Cl. D, 2.46%, 12/17/182		945,000		945,043
Series 2013-1,Cl. C, 1.76%, 1/15/19		295,000		295,809

8      OPPENHEIMER CAPITAL INCOME FUND/VA

	Principal Amount		Value
Auto Loan (Continued)
Santander Drive Auto Receivables Trust: (Continued)
Series 2013-1,Cl. D, 2.27%, 1/15/19		$      155,000		$        154,109
Series 2013-2,Cl. D, 2.57%, 3/15/19		715,000		724,400
Series 2013-3,Cl. C, 1.81%, 4/15/19		950,000		949,906
Series 2013-4,Cl. D, 3.92%, 1/15/20		130,000		135,669
Series 2013-5,Cl. C, 2.25%, 6/17/19		715,000		722,144
Series 2013-A,Cl. C, 3.12%, 10/15/192		840,000		860,798
Series 2013-A,Cl. E, 4.71%, 1/15/212		325,000		336,865
Series 2014-1,Cl. D, 2.91%, 4/15/20		265,000		265,926
Series 2014-4,Cl. D, 3.10%, 11/16/20		225,000		225,514
SNAAC Auto Receivables Trust:
Series 2012-1A,Cl. C, 4.38%, 6/15/172		291,714		292,808
Series 2013-1A,Cl. C, 3.07%, 8/15/182		100,000		101,594
Series 2014-1A,Cl. A, 1.03%, 9/17/182		145,392		145,371
Series 2014-1A,Cl. D, 2.88%, 1/15/202		165,000		166,079
TCF Auto Receivables Owner Trust, Series 2014-1A, Cl. C, 3.12%, 4/15/212		115,000		114,299
United Auto Credit Securitization Trust:
Series 2013-1,Cl. C, 2.22%, 12/15/172		170,000		170,405
Series 2014-1,Cl. D, 2.38%, 10/15/182		190,000		187,219
Westlake Automobile Receivables Trust:
Series 2014-1A,Cl. D, 2.20%, 2/15/212		180,000		178,314
Series 2014-2A,Cl. D, 2.86%, 7/15/212		195,000		194,965
				25,966,633
Equipment—0.7%
CLI Funding V LLC:
Series 2014-1A,Cl. A, 3.29%, 6/18/292		578,574		576,645
Series 2014-2A,Cl. A, 3.38%, 10/18/292		408,083		405,977
Cronos Containers Program I Ltd., Series 2014-2A, Cl. A, 3.27%, 11/18/292		530,046		530,250
FRS I LLC, Series 2013-1A, Cl. A1, 1.80%, 4/15/432		56,836		56,205
Trip Rail Master Funding LLC, Series 2014-1A, Cl. A1, 2.863%, 4/15/442		151,263		150,447
				1,719,524
Home Equity Loan—0.3%
Element Rail Leasing I LLC, Series 2014-1A, Cl. A1, 2.299%, 4/19/442		338,349		336,251
TAL Advantage V LLC:
Series 2014-1A,Cl. A, 3.51%, 2/22/392		426,250		428,648
Series 2014-2A,Cl. A1, 1.70%, 5/20/392		131,922		131,075
				895,974
Total Asset-Backed Securities (Cost $28,547,351)				28,582,131
Mortgage-Backed Obligations—38.4%
Government Agency—28.3%
FHLMC/FNMA/FHLB/Sponsored—28.2%
Federal Home Loan Mortgage Corp. Gold Pool:
4.50%, 10/1/18		46,913		49,291
5.00%, 12/1/34		4,105		4,549
5.50%, 9/1/39		631,608		706,515
6.50%, 4/1/18-4/1/34		45,215		51,007
7.00%, 10/1/31-10/1/37		219,104		245,839
8.00%, 4/1/16		3,790		3,852
9.00%, 8/1/22-5/1/25		5,245		5,795
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 183,Cl. IO, 11.288%, 4/1/274		103,415		20,681
Series 192,Cl. IO, 4.397%, 2/1/284		28,453		5,234
Series 243,Cl. 6, 0.00%, 12/15/324,5		83,363		15,195
Federal Home Loan Mortgage Corp., Mtg.-Linked Amortizing Global Debt Securities, Series 2012-1, Cl. A10, 2.06%, 1/15/22		359,259		366,260
Federal Home Loan Mortgage Corp., Principal-Only Stripped Mtg.-Backed Security, Series 176, Cl. PO, 4.261%, 6/1/266		31,895		29,862

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 2426,Cl. BG, 6.00%, 3/15/17		$      66,119		$      69,174
Series 2427,Cl. ZM, 6.50%, 3/15/32		159,713		179,311
Series 2461,Cl. PZ, 6.50%, 6/15/32		74,612		83,498
Series 2500,Cl. FD, 0.661%, 3/15/323		12,014		12,179
Series 2526,Cl. FE, 0.561%, 6/15/293		14,806		14,956
Series 2551,Cl. FD, 0.561%, 1/15/333		9,074		9,158
Series 2564,Cl. MP, 5.00%, 2/15/18		186,744		196,125
Series 2585,Cl. HJ, 4.50%, 3/15/18		104,611		109,082
Series 2626,Cl. TB, 5.00%, 6/15/33		181,118		195,544
Series 2635,Cl. AG, 3.50%, 5/15/32		61,549		64,187
Series 2707,Cl. QE, 4.50%, 11/15/18		448,020		471,366
Series 2770,Cl. TW, 4.50%, 3/15/19		19,415		20,489
Series 3010,Cl. WB, 4.50%, 7/15/20		55,122		58,279
Series 3025,Cl. SJ, 24.16%, 8/15/353		27,530		39,063
Series 3030,Cl. FL, 0.561%, 9/15/353		137,840		138,946
Series 3741,Cl. PA, 2.15%, 2/15/35		425,908		433,908
Series 3815,Cl. BD, 3.00%, 10/15/20		17,651		18,106
Series 3822,Cl. JA, 5.00%, 6/15/40		132,166		139,004
Series 3840,Cl. CA, 2.00%, 9/15/18		13,152		13,332
Series 3848,Cl. WL, 4.00%, 4/15/40		218,990		224,645
Series 3857,Cl. GL, 3.00%, 5/15/40		12,434		12,726
Series 4221,Cl. HJ, 1.50%, 7/15/23		1,118,286		1,122,471
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2130,Cl. SC, 49.438%, 3/15/294		99,209		19,904
Series 2796,Cl. SD, 50.717%, 7/15/264		133,262		29,216
Series 2920,Cl. S, 51.816%, 1/15/354		670,047		107,624
Series 2922,Cl. SE, 4.851%, 2/15/354		40,049		6,413
Series 3201,Cl. SG, 1.383%, 8/15/364		110,758		18,092
Series 3397,Cl. GS, 14.828%, 12/15/374		46,502		8,025
Series 3424,Cl. EI, 8.466%, 4/15/384		30,547		3,486
Series 3450,Cl. BI, 8.161%, 5/15/384		127,239		16,535
Series 3606,Cl. SN, 0.412%, 12/15/394		68,457		12,229
Federal National Mortgage Assn.:
3.50%, 1/15/45		6,625,000		6,903,268
4.00%, 1/25/45		20,335,000		21,697,181
4.50%, 1/1/30-1/15/45		25,389,000		27,539,939
5.00%, 1/1/45		4,680,000		5,170,752
6.00%, 1/1/45		425,000		482,013
Federal National Mortgage Assn. Pool:
3.50%, 12/1/20-2/1/22		511,580		541,260
5.00%, 3/1/21		23,084		24,377
5.50%, 9/1/20		4,357		4,737
6.00%, 11/1/17-3/1/37		298,468		336,388
6.50%, 5/1/17-10/1/19		58,787		61,450
7.00%, 11/1/17-10/1/35		22,622		25,104
7.50%, 1/1/33		94,596		111,031
8.50%, 7/1/32		6,027		6,955
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 222,Cl. 2, 16.438%, 6/25/234		218,488		46,694
Series 233,Cl. 2, 39.328%, 8/25/234		161,463		37,185
Series 252,Cl. 2, 37.795%, 11/25/234		209,687		34,743
Series 319,Cl. 2, 0.00%, 2/25/324,5		46,067		7,918
Series 320,Cl. 2, 5.21%, 4/25/324		14,583		2,735
Series 321,Cl. 2, 0.00%, 4/25/324,5		158,875		27,637
Series 331,Cl. 9, 11.108%, 2/25/334		178,022		38,561
Series 334,Cl. 17, 18.41%, 2/25/334		104,559		21,643
Series 339,Cl. 12, 0.00%, 6/25/334,5		146,061		28,370
Series 339,Cl. 7, 0.00%, 11/25/334,5		426,630		77,893
Series 343,Cl. 13, 0.00%, 9/25/334,5		145,087		24,440
Series 345,Cl. 9, 0.00%, 1/25/344,5		133,719		26,446
Series 351,Cl. 10, 0.00%, 4/25/344,5		19,661		3,226
Series 351,Cl. 8, 0.00%, 4/25/344,5		65,193		10,611
Series 356,Cl. 10, 0.00%, 6/25/354,5		47,482		8,850
Series 356,Cl. 12, 0.00%, 2/25/354,5		25,285		4,040
Series 362,Cl. 13, 0.00%, 8/25/354,5		172,012		29,891
Series 364,Cl. 16, 0.00%, 9/25/354,5		122,180		20,180

9      OPPENHEIMER CAPITAL INCOME FUND/VA

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 1998-61,Cl. PL, 6.00%, 11/25/28		$      74,599		$        81,794
Series 2003-100,Cl. PA, 5.00%, 10/25/18		364,205		384,698
Series 2003-130,Cl. CS, 13.761%, 12/25/333		17,561		20,299
Series 2003-84,Cl. GE, 4.50%, 9/25/18		28,108		29,367
Series 2004-101,Cl. BG, 5.00%, 1/25/20		203,795		210,610
Series 2004-25,Cl. PC, 5.50%, 1/25/34		235,512		249,333
Series 2005-104,Cl. MC, 5.50%, 12/25/25		348,904		381,615
Series 2005-31,Cl. PB, 5.50%, 4/25/35		250,000		297,180
Series 2005-73,Cl. DF, 0.42%, 8/25/353		345,002		346,505
Series 2006-11,Cl. PS, 23.945%, 3/25/363		102,116		146,125
Series 2006-46,Cl. SW, 23.578%, 6/25/363		75,859		107,388
Series 2006-50,Cl. KS, 23.579%, 6/25/363		16,754		23,968
Series 2008-14,Cl. BA, 4.25%, 3/25/23		126,420		132,203
Series 2008-75,Cl. DB, 4.50%, 9/25/23		107,402		112,375
Series 2009-113,Cl. DB, 3.00%, 12/25/20		379,536		390,127
Series 2009-36,Cl. FA, 1.11%, 6/25/373		118,458		121,587
Series 2009-37,Cl. HA, 4.00%, 4/25/19		112,998		117,135
Series 2009-70,Cl. NT, 4.00%, 8/25/19		12,370		12,816
Series 2009-70,Cl. TL, 4.00%, 8/25/19		1,207,052		1,250,603
Series 2010-43,Cl. KG, 3.00%, 1/25/21		176,090		181,305
Series 2011-15,Cl. DA, 4.00%, 3/25/41		62,620		65,380
Series 2011-3,Cl. EL, 3.00%, 5/25/20		627,695		645,417
Series 2011-3,Cl. KA, 5.00%, 4/25/40		246,605		270,125
Series 2011-38,Cl. AH, 2.75%, 5/25/20		14,308		14,651
Series 2011-82,Cl. AD, 4.00%, 8/25/26		382,331		398,225
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2001-65,Cl. S, 26.857%, 11/25/314		170,613		32,207
Series 2001-81,Cl. S, 23.744%, 1/25/324		44,544		9,681
Series 2002-47,Cl. NS, 29.521%, 4/25/324		120,684		24,411
Series 2002-51,Cl. S, 29.714%, 8/25/324		110,817		21,912
Series 2002-52,Cl. SD, 32.522%, 9/25/324		156,630		32,398
Series 2002-77,Cl. SH, 34.10%, 12/18/324		67,858		13,339
Series 2002-84,Cl. SA, 33.134%, 12/25/324		166,992		31,336
Series 2002-9,Cl. MS, 24.628%, 3/25/324		48,255		9,824
Series 2003-33,Cl. SP, 27.659%, 5/25/334		184,051		39,958
Series 2003-4,Cl. S, 29.251%, 2/25/334		103,518		21,490
Series 2003-46,Cl. IH, 0.00%, 6/25/234,5		378,096		51,176
Series 2004-54,Cl. DS, 36.53%, 11/25/304		129,963		21,441
Series 2004-56,Cl. SE, 10.393%, 10/25/334		36,021		6,111
Series 2005-12,Cl. SC, 7.003%, 3/25/354		20,026		3,332
Series 2005-14,Cl. SE, 36.29%, 3/25/354		62,959		9,747
Series 2005-40,Cl. SA, 46.065%, 5/25/354		348,465		68,534
Series 2005-52,Cl. JH, 0.953%, 5/25/354		818,091		143,459
Series 2005-93,Cl. SI, 17.337%, 10/25/354		84,276		13,766
Series 2007-88,Cl. XI, 32.578%, 6/25/374		202,051		27,790
Series 2008-55,Cl. SA, 14.455%, 7/25/384		102,367		14,108
Series 2009-8,Cl. BS, 0.00%, 2/25/244,5		42,284		2,868
Series 2012-40,Cl. PI, 0.496%, 4/25/414		382,401		62,014
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Principal-Only Stripped Mtg.-Backed Security, Series 1993-184, Cl. M, 5.155%, 9/25/236		80,517		76,868
				75,435,272
GNMA/Guaranteed—0.1%
Government National Mortgage Assn. I Pool:
7.00%, 1/15/24		39,005		42,238
7.50%, 1/15/23-6/15/24		38,392		41,503
8.00%, 5/15/17-4/15/23		27,411		30,050
8.50%, 8/15/17-12/15/17		5,795		6,134
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 2002-15,Cl. SM, 59.538%, 2/16/324		214,385		35,430
Series 2002-76,Cl. SY, 61.71%, 12/16/264		452,599		94,945
Series 2007-17,Cl. AI, 13.251%, 4/16/374		474,318		97,799
Series 2011-52,Cl. HS, 9.038%, 4/16/414		232,946		49,141
				397,240

	Principal Amount		Value
Non-Agency—10.1%
Commercial—8.9%
Banc of America Commercial Mortgage Trust:
Series 2006-5,Cl. AM, 5.448%, 9/10/47		$      85,000		$        89,148
Series 2006-6,Cl. AM, 5.39%, 10/10/45		830,000		882,644
Banc of America Funding Trust, Series 2006-G, Cl. 2A4, 0.455%, 7/20/363		950,000		884,015
BCAP LLC Trust, Series 2011-R11, Cl. 18A5, 2.24%, 9/26/352,3		298,684		304,716
Bear Stearns ARM Trust:
Series 2005-2,Cl. A1, 2.58%, 3/25/353		370,898		375,602
Series 2005-9,Cl. A1, 2.43%, 10/25/353		1,004,584		993,444
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Cl. AM, 5.568%, 10/12/413		365,000		388,205
CD Commercial Mortgage Trust, Series 2006-CD2, Cl. AM, 5.346%, 1/15/463		515,000		536,030
Chase Mortgage Finance Trust, Series 2005-A2, Cl. 1A3, 2.483%, 1/25/363		229,110		217,411
Citigroup Commercial Mortgage Trust:
Series 2008-C7,Cl. AM, 6.142%, 12/10/493		105,000		115,088
Series 2013-GC11,Cl. D, 4.458%, 4/10/462,3		185,000		178,374
Citigroup Mortgage Loan Trust, Inc., Series 2006-AR1, Cl. 1A1, 2.50%, 10/25/353		692,406		688,320
COMM Mortgage Trust:
Series 2006-C7,Cl. AM, 5.781%, 6/10/463		855,000		903,730
Series 2012-CR4,Cl. D, 4.575%, 10/15/452,3		185,000		185,659
Series 2012-CR5,Cl. E, 4.335%, 12/10/452,3		225,000		222,752
Series 2013-CR7,Cl. D, 4.354%, 3/10/462,3		200,000		189,512
Series 2014-CR21,Cl. AM, 3.987%, 12/10/47		860,000		900,081
COMM Mortgage Trust, Interest-Only Stripped Mtg.-Backed Security, Series 2012-CR5, Cl. XA, 0%, 12/10/453,5		435,227		41,183
Commercial Mortgage Trust:
Series 2006-GG7,Cl. AM, 5.819%, 7/10/383		230,000		242,591
Series 2007-GG11,Cl. AM, 5.867%, 12/10/493		500,000		542,803
Series 2007-GG9,Cl. AM, 5.475%, 3/10/39		815,000		855,473
Credit Suisse Commercial Mortgage Trust:
Series 2006-C1,Cl. AJ, 5.467%, 2/15/393		208,000		216,400
Series 2006-C4,Cl. AM, 5.509%, 9/15/39		35,000		37,044
Credit Suisse First Boston Mortgage Securities Corp., Series 2005-C6, Cl. AJ, 5.23%, 12/15/403		275,000		282,088
CSMC:
Series 2006-6,Cl. 1A4, 6.00%, 7/25/36		225,604		175,788
Series 2009-13R,Cl. 4A1, 2.618%, 9/26/362,3		145,285		146,583
DBUBS Mortgage Trust, Series 2011-LC1A, Cl. E, 5.557%, 11/10/462,3		50,000		54,392
First Horizon Alternative Mortgage Securities Trust:
Series 2004-FA2,Cl. 3A1, 6.00%, 1/25/35		157,579		151,872
Series 2005-FA8,Cl. 1A6, 0.82%, 11/25/353		162,771		122,165
FREMF Mortgage Trust:
Series 2012-K501,Cl. C, 3.458%, 11/25/462,3		50,000		50,808
Series 2013-K25,Cl. C, 3.743%, 11/25/452,3		60,000		58,266
Series 2013-K26,Cl. C, 3.60%, 12/25/452,3		40,000		38,755
Series 2013-K27,Cl. C, 3.497%, 1/25/462,3		110,000		103,760
Series 2013-K28,Cl. C, 3.494%, 6/25/462,3		450,000		423,160
Series 2013-K502,Cl. C, 3.195%, 3/25/452,3		220,000		218,790
Series 2013-K712,Cl. C, 3.368%, 5/25/452,3		70,000		69,181
Series 2013-K713,Cl. C, 3.165%, 4/25/462,3		145,000		141,561
Series 2014-K715,Cl. C, 4.124%, 2/25/462,3		35,000		34,842
GE Capital Commercial Mortgage Corp., Series 2005-C4, Cl. AJ, 5.312%, 11/10/453		55,000		55,418
GS Mortgage Securities Trust, Series 2006-GG6, Cl. AM, 5.553%, 4/10/383		200,000		207,821
GSMSC Pass-Through Trust, Series 2009-3R, Cl. 1A2, 6%, 4/25/372,3		481,903		442,816
GSR Mortgage Loan Trust, Series 2005-AR4, Cl. 6A1, 5.226%, 7/25/353		56,419		55,947
JP Morgan Chase Commercial Mortgage Securities Trust:
Series 2005-CB13,Cl. AM, 5.284%, 1/12/433		365,000		375,423
Series 2006-CB16,Cl. AJ, 5.623%, 5/12/45		470,000		482,373

10      OPPENHEIMER CAPITAL INCOME FUND/VA

	Principal Amount		Value
Commercial (Continued)
JP Morgan Chase Commercial Mortgage Securities Trust: (Continued)
Series 2006-LDP8,Cl. AJ, 5.48%, 5/15/453	$	690,000	$	723,755
JP Morgan Mortgage Trust:
Series 2007-A1,Cl. 5A1, 2.576%, 7/25/353		165,632		165,241
Series 2007-S3,Cl. 1A90, 7.00%, 8/25/37		206,648		192,501
JP Morgan Resecuritization Trust:
Series 2009-11,Cl. 5A1, 2.618%, 9/26/362,3		539,684		541,185
Series 2009-5,Cl. 1A2, 2.607%, 7/26/362,3		254,069		219,968
JPMBB Commercial Mortgage Securities Trust:
Series 2014-C25,Cl. AS, 4.065%, 11/15/47		360,000		377,955
Series 2014-C26,Cl. AS, 3.80%, 1/15/48		180,000		185,385
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Cl. AM, 5.853%, 6/15/383		225,000		238,979
MASTR Adjustable Rate Mortgages Trust, Series 2004-13, Cl. 2A2, 2.643%, 4/21/343		88,702		90,802
Merrill Lynch Mortgage Trust, Series 2006-C2, Cl. AM, 5.782%, 8/12/433		500,000		530,520
Morgan Stanley Bank of America Merrill Lynch Trust:
Series 2012-C6,Cl. E, 4.662%, 11/15/452,3		95,000		95,290
Series 2013-C7,Cl. D, 4.302%, 2/15/462,3		115,000		111,157
Series 2013-C8,Cl. D, 4.171%, 12/15/482,3		80,000		76,665
Series 2014-C19,Cl. AS, 3.832%, 12/15/47		720,000		744,329
Morgan Stanley Capital I Trust:
Series 2007-IQ13,Cl. AM, 5.406%, 3/15/44		470,000		500,980
Series 2007-IQ15,Cl. AM, 5.908%, 6/11/493		345,000		371,254
Morgan Stanley Reremic Trust, Series 2012-R3, Cl. 1B, 1.957%, 11/26/362,3		254,220		180,197
Morgan Stanley Resecuritization Trust, Series 2013-R9, Cl. 3A, 2.362%, 6/26/462,3		689,878		700,198
Structured Adjustable Rate Mortgage Loan Trust:
Series 2004-10,Cl. 2A, 2.391%, 8/25/343		398,507		393,655
Series 2007-6,Cl. 3A1, 4.544%, 7/25/373		196,257		152,091
UBS-Barclays Commercial Mortgage Trust, Series 2012-C2, Cl. E, 4.889%, 5/10/632,3		45,000		44,887
Wachovia Bank Commercial Mortgage Trust, Series 2005-C17, Cl. AJ, 5.224%, 3/15/423		205,000		205,117
WaMu Mortgage Pass-Through Certificates Trust:
Series 2005-AR14,Cl. 1A4, 2.342%, 12/25/353		173,676		168,696
Series 2005-AR16,Cl. 1A1, 2.339%, 12/25/353		161,904		154,806
Wells Fargo Mortgage-Backed Securities Trust:
Series 2005-AR1,Cl. 1A1, 2.611%, 2/25/353		39,066		39,351
Series 2005-AR10,Cl. 1A1, 2.614%, 6/25/353		748,798		762,573
Series 2005-AR15,Cl. 1A6, 2.613%, 9/25/353		532,828		508,188
Series 2006-AR7,Cl. 2A4, 2.613%, 5/25/363		257,335		244,312
Series 2006-AR8,Cl. 2A4, 2.60%, 4/25/363		191,910		187,530
Series 2007-16,Cl. 1A1, 6.00%, 12/28/37		126,077		130,662
Series 2007-AR8,Cl. A1, 2.608%, 11/25/373		522,339		461,708
WF-RBS Commercial Mortgage Trust:
Series 2012-C10,Cl. D, 4.458%, 12/15/452,3		50,000		48,808
Series 2012-C7,Cl. E, 4.845%, 6/15/452,3		80,000		80,580
Series 2013-C11,Cl. D, 4.182%, 3/15/452,3		49,000		47,031
Series 2013-C15,Cl. D, 4.483%, 8/15/462,3		225,000		216,795
WF-RBS Commercial Mortgage Trust, Interest-Only Commercial Mtg. Pass-Through Certificates, Series 2011-C3, Cl. XA, 0%, 3/15/442,3,5		3,860,799		210,632
				23,785,817
Multi-Family—0.2%
Citigroup Mortgage Loan Trust, Inc., Series 2006-AR3, Cl. 1A2A, 5.334%, 6/25/363		106,869		98,497
Wells Fargo Mortgage-Backed Securities Trust:
Series 2005-AR15,Cl. 1A2, 2.613%, 9/25/353		270,712		265,512
Series 2006-AR2,Cl. 2A3, 2.612%, 3/25/363		50,132		49,733
				413,742
Residential—1.0%
Alternative Loan Trust, Series 2005-29CB, Cl. A4, 5%, 7/25/35		479,095		421,980
Banc of America Funding Trust:
Series 2007-1,Cl. 1A3, 6.00%, 1/25/37		119,168		108,518

	Principal Amount		Value
Residential (Continued)
Banc of America Funding Trust: (Continued)
Series 2007-C,Cl. 1A4, 5.293%, 5/20/363	$	45,549	$	44,184
Banc of America Mortgage Trust, Series 2004-E, Cl. 2A6, 2.708%, 6/25/343		128,255		128,161
Bear Stearns ARM Trust, Series 2006-1, Cl. A1, 2.36%, 2/25/363		345,142		344,980
Carrington Mortgage Loan Trust, Series 2006-FRE1, Cl. A2, 0.28%, 7/25/363		83,447		82,067
CD Commercial Mortgage Trust, Series 2007-CD4, Cl. AMFX, 5.366%, 12/11/493		970,000		1,007,841
CHL Mortgage Pass-Through Trust:
Series 2005-26,Cl. 1A8, 5.50%, 11/25/35		142,521		136,262
Series 2006-6,Cl. A3, 6.00%, 4/25/36		70,459		68,683
GSR Mortgage Loan Trust, Series 2006-5F, Cl. 2A1, 6%, 6/25/36		58,092		55,299
RALI Trust:
Series 2003-QS1,Cl. A2, 5.75%, 1/25/33		31,387		31,708
Series 2006-QS13,Cl. 1A8, 6.00%, 9/25/36		15,728		12,671
WaMu Mortgage Pass-Through Certificates Trust, Series 2003-AR10, Cl. A7, 2.419%, 10/25/333		179,556		183,865
Wells Fargo Mortgage-Backed Securities Trust, Series 2006-AR14, Cl. 1A2, 5.724%, 10/25/363		104,145		101,406
				2,727,625
Total Mortgage-Backed Obligations (Cost $102,238,031)				102,759,696
U.S. Government Obligations—0.3%
Federal Home Loan Mortgage Corp. Nts., 5.50%, 7/18/16		65,000		69,988
Federal National Mortgage Assn. Nts., 1%, 9/27/17		193,000		192,403
United States Treasury Nts., 1.625%, 4/30/19		552,000		553,898
Total U.S. Government Obligations (Cost $811,851)				816,289
Non-Convertible Corporate Bonds and Notes—32.9%
Consumer Discretionary—5.3%
Auto Components—0.4%
Dana Holding Corp., 6.75% Sr. Unsec. Nts., 2/15/21		423,000		449,438
Johnson Controls, Inc., 4.625% Sr. Unsec. Nts., 7/2/44		238,000		245,907
TRW Automotive, Inc., 7.25% Sr. Unsec. Nts., 3/15/177		389,000		431,790
				1,127,135
Automobiles—1.2%
Daimler Finance North America LLC:
1.30% Sr. Unsec. Nts., 7/31/152		463,000		464,997
8.50% Sr. Unsec. Unsub. Nts., 1/18/31		271,000		415,552
Ford Motor Credit Co. LLC, 3.664% Sr. Unsec. Nts., 9/8/24		970,000		973,905
General Motors Co., 6.25% Sr. Unsec. Nts., 10/2/43		437,000		524,225
Hyundai Capital America, 1.45% Sr. Unsec. Nts., 2/6/172		468,000		466,631
Kia Motors Corp., 3.625% Sr. Unsec. Nts., 6/14/162		341,000		351,787
				3,197,097
Diversified Consumer Services—0.2%
Service Corp. International, 4.50% Sr. Unsec. Unsub. Nts., 11/15/20		440,000		434,500

11      OPPENHEIMER CAPITAL INCOME FUND/VA

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Hotels, Restaurants & Leisure—0.7%
Brinker International, Inc., 2.60% Sr. Unsec. Nts., 5/15/18	$	151,000	$	150,845
Carnival Corp., 1.20% Sr. Unsec. Nts., 2/5/16		465,000		464,933
Hyatt Hotels Corp., 3.875% Sr. Unsec. Unsub. Nts., 8/15/16		77,000		79,932
Starwood Hotels & Resorts Worldwide, Inc., 7.15% Sr. Unsec. Unsub. Nts., 12/1/19		164,000		193,489
Wyndham Worldwide Corp., 6% Sr. Unsec. Nts., 12/1/16		403,000		433,667
Yum! Brands, Inc., 4.25% Sr. Unsec. Nts., 9/15/15		421,000		430,940
				1,753,806
Household Durables—0.6%
Jarden Corp., 6.125% Sr. Unsec. Nts., 11/15/22		416,000		435,760
Lennar Corp., 4.75% Sr. Unsec. Nts., 11/15/22		430,000		423,550
Toll Brothers Finance Corp., 4% Sr. Unsec. Nts., 12/31/18		430,000		432,150
Whirlpool Corp.:
1.35% Sr. Unsec. Nts., 3/1/17		123,000		122,734
1.65% Sr. Unsec. Nts., 11/1/17		105,000		104,731
				1,518,925
Media—1.4%
21st Century Fox America, Inc., 6.15% Sr. Unsec. Nts., 2/15/41		183,000		233,737
CCO Holdings LLC/CCO Holdings Capital Corp., 6.50% Sr. Unsec. Nts., 4/30/21		262,000		276,082
Comcast Cable Communications Holdings, Inc., 9.455% Sr. Unsec. Nts., 11/15/22		211,000		303,800
Comcast Corp., 4.65% Sr. Unsec. Unsub. Nts., 7/15/42		156,000		171,429
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., 5.15% Sr. Unsec. Nts., 3/15/42		275,000		285,225
Historic TW, Inc.:
8.05% Sr. Unsec. Nts., 1/15/16		77,000		82,344
9.15% Debs., 2/1/23		118,000		160,738
Interpublic Group of Cos., Inc. (The), 4.20% Sr. Unsec. Nts., 4/15/24		226,000		231,598
Lamar Media Corp., 5% Sr. Unsec. Sub. Nts., 5/1/23		441,000		438,795
Numericable-SFR, 4.875% Sr. Sec. Nts., 5/15/192		448,000		445,760
Pearson Funding Two plc, 4% Sr. Unsec. Nts., 5/17/162		101,000		105,041
Sky plc, 3.75% Sr. Unsec. Nts., 9/16/242		197,000		198,607
Time Warner Cable, Inc., 4.50% Sr. Unsec. Unsub. Nts., 9/15/42		450,000		464,421
Viacom, Inc.:
2.50% Sr. Unsec. Nts., 12/15/16		183,000		187,120
4.85% Sr. Unsec. Nts., 12/15/34		145,000		148,856
				3,733,553
Multiline Retail—0.0%
Macy’s Retail Holdings, Inc., 4.50% Sr. Unsec. Nts., 12/15/34		104,000		105,061
Specialty Retail—0.5%
Bed Bath & Beyond, Inc., 5.165% Sr. Unsec. Nts., 8/1/44		122,000		127,549
Best Buy Co., Inc., 5.50% Sr. Unsec. Nts., 3/15/21		415,000		433,675
Home Depot, Inc. (The), 4.875% Sr. Unsec. Nts., 2/15/44		167,000		194,898
L Brands, Inc., 7% Sr. Unsec. Nts., 5/1/20		51,000		58,140
Ross Stores, Inc., 3.375% Sr. Unsec. Nts., 9/15/24		425,000		426,250
Sally Holdings LLC/Sally Capital, Inc., 5.75% Sr. Unsec. Nts., 6/1/22		5,000		5,263
Signet UK Finance plc, 4.70% Sr. Unsec. Nts., 6/15/24		228,000		220,416
				1,466,191

	Principal Amount		Value
Textiles, Apparel & Luxury Goods—0.3%
Levi Strauss & Co., 6.875% Sr. Unsec. Nts., 5/1/22	$	400,000	$	432,000
PVH Corp., 4.50% Sr. Unsec. Unsub. Nts., 12/15/22		431,000		427,767
				859,767
Consumer Staples—2.2%
Beverages—0.8%
Anheuser-Busch InBev Worldwide, Inc., 8.20% Sr. Unsec. Unsub. Nts., 1/15/39		386,000		597,852
Constellation Brands, Inc., 3.75% Sr. Unsec. Nts., 5/1/21		472,000		468,460
Pernod Ricard SA:
2.95% Sr. Unsec. Nts., 1/15/172		423,000		433,026
4.25% Sr. Unsec. Nts., 7/15/222		260,000		275,292
SABMiller Holdings, Inc., 4.95% Sr. Unsec. Unsub. Nts., 1/15/422		235,000		265,761
				2,040,391
Food & Staples Retailing—0.3%
CVS Health Corp., 5.30% Sr. Unsec. Nts., 12/5/43		101,000		121,216
Delhaize Group SA, 5.70% Sr. Unsec. Nts., 10/1/40		251,000		264,243
Kroger Co., 6.90% Sr. Unsec. Nts., 4/15/38		109,000		145,519
Kroger Co. (The), 6.40% Sr. Unsec. Nts., 8/15/17		382,000		427,264
				958,242
Food Products—0.8%
Bunge Ltd. Finance Corp.:
5.10% Sr. Unsec. Unsub. Nts., 7/15/15		381,000		389,357
8.50% Sr. Unsec. Nts., 6/15/19		320,000		392,920
ConAgra Foods, Inc., 1.35% Sr. Unsec. Nts., 9/10/15		267,000		268,151
Kraft Foods Group, Inc., 5% Sr. Unsec. Nts., 6/4/42		108,000		119,347
TreeHouse Foods, Inc., 4.875% Sr. Unsec. Nts., 3/15/22		420,000		426,300
Tyson Foods, Inc.:
4.875% Sr. Unsec. Nts., 8/15/34		140,000		154,064
6.60% Sr. Unsec. Nts., 4/1/16		402,000		428,744
				2,178,883
Tobacco—0.3%
Altria Group, Inc., 10.20% Sr. Unsec. Nts., 2/6/39		241,000		420,899
Reynolds American, Inc., 6.75% Sr. Unsec. Nts., 6/15/17		388,000		432,479
				853,378
Energy—2.6%
Energy Equipment & Services—0.3%
Nabors Industries, Inc.:
2.35% Sr. Unsec. Nts., 9/15/16		348,000		344,451
4.625% Sr. Unsec. Nts., 9/15/21		182,000		171,238
Rowan Cos., Inc., 4.875% Sr. Unsec. Unsub. Nts., 6/1/22		179,000		174,448
Weatherford International Ltd., 5.95% Sr. Unsec. Nts., 4/15/42		118,000		100,221
				790,358
Oil, Gas & Consumable Fuels—2.3%
Anadarko Petroleum Corp., 6.20% Sr. Unsec. Nts., 3/15/40		189,000		222,161
CNOOC Nexen Finance 2014 ULC, 1.625% Sr. Unsec. Nts., 4/30/17		444,000		442,109
DCP Midstream LLC, 5.375% Sr. Unsec. Nts., 10/15/152		342,000		352,706
Devon Energy Corp., 4.75% Sr. Unsec. Nts., 5/15/42		197,000		199,069
El Paso Pipeline Partners Operating Co. LLC, 4.10% Sr. Unsec. Nts., 11/15/15		181,000		185,233
EnLink Midstream Partners LP:
2.70% Sr. Unsec. Nts., 4/1/19		356,000		350,916
4.40% Sr. Unsec. Nts., 4/1/24		112,000		113,670

12      OPPENHEIMER CAPITAL INCOME FUND/VA

	Principal Amount		Value
Oil, Gas & Consumable Fuels (Continued)
Enterprise Products Operating LLC, 3.75% Sr. Unsec. Nts., 2/15/25	$	195,000	$	196,143
Kinder Morgan Energy Partners LP, 4.15% Sr. Unsec. Nts., 2/1/24		198,000		197,864
Kinder Morgan, Inc.:
3.05% Sr. Unsec. Nts., 12/1/19		351,000		348,603
5.00% Sr. Unsec. Nts., 2/15/212		521,000		542,727
Noble Energy, Inc., 5.05% Sr. Unsec. Nts., 11/15/44		120,000		119,065
Origin Energy Finance Ltd.:
3.50% Sr. Unsec. Nts., 10/9/182		468,000		477,932
5.45% Sr. Unsec. Nts., 10/14/212		295,000		322,906
Phillips 66, 4.30% Sr. Unsec. Unsub. Nts., 4/1/22		185,000		195,607
Pioneer Natural Resources Co.:
3.95% Sr. Unsec. Nts., 7/15/22		190,000		188,365
6.65% Sr. Unsec. Nts., 3/15/17		355,000		389,141
Spectra Energy Partners LP:
4.60% Sr. Unsec. Nts., 6/15/21		277,000		300,251
4.75% Sr. Unsec. Nts., 3/15/24		229,000		245,919
Western Gas Partners LP, 4% Sr. Unsec. Nts., 7/1/22		222,000		225,371
Williams Partners LP, 4.50% Sr. Unsec. Nts., 11/15/23		228,000		230,500
Woodside Finance Ltd., 4.60% Sr. Unsec. Unsub. Nts., 5/10/212		372,000		396,856
				6,243,114
Financials—9.5%
Capital Markets—1.8%
Apollo Management Holdings LP, 4% Sr. Unsec. Nts., 5/30/242		368,000		375,255
Blackstone Holdings Finance Co. LLC, 5% Sr. Unsec. Nts., 6/15/442		458,000		493,927
Carlyle Holdings II Finance LLC, 5.625% Sr. Sec. Nts., 3/30/432		243,000		283,177
Credit Suisse, New York, 3.625% Sr. Unsec. Nts., 9/9/24		604,000		615,162
Goldman Sachs Group, Inc. (The), 5.70% Jr. Sub. Perpetual Bonds, Series L3,8		448,000		454,832
Lazard Group LLC, 4.25% Sr. Unsec. Nts., 11/14/20		401,000		423,182
Morgan Stanley:
5.00% Sub. Nts., 11/24/25		395,000		422,044
5.45% Jr. Sub. Perpetual Bonds, Series H3,8		428,000		429,306
Nomura Holdings, Inc., 2% Sr. Unsec. Nts., 9/13/16		452,000		455,954
Raymond James Financial, Inc., 5.625% Sr. Unsec. Unsub. Nts., 4/1/24		265,000		302,384
UBS Preferred Funding Trust V, 6.243% Jr. Sub. Perpetual Bonds, Series 13,8		638,000		660,336
				4,915,559
Commercial Banks—4.0%
Bank of America Corp.:
7.75% Jr. Sub. Nts., 5/14/38		424,000		600,720
8.00% Jr. Sub. Perpetual Bonds, Series K3,8		393,000		423,949
BNP Paribas SA, 3.25% Sr. Unsec. Nts., 3/3/23		515,000		525,973
Citigroup, Inc.:
6.675% Sub. Nts., 9/13/43		405,000		525,594
5.95% Jr. Sub. Perpetual Bonds, Series D3,8		465,000		458,606
Commerzbank AG, 8.125% Sub. Nts., 9/19/232		378,000		436,061
Credit Agricole SA, 8.375% Jr. Sub. Perpetual Bonds3,7,8		370,000		428,275
FirstMerit Bank NA, 4.27% Sub. Nts., 11/25/26		432,000		439,701
HSBC Finance Capital Trust IX, 5.911% Unsec. Sub. Nts., 11/30/353		1,120,000		1,136,800
Intesa Sanpaolo SpA, 5.017% Sub. Nts., 6/26/242		445,000		432,681
JPMorgan Chase & Co.:
3.625% Sr. Unsec. Nts., 5/13/24		860,000		881,343

	Principal Amount		Value
Commercial Banks (Continued)
JPMorgan Chase & Co.: (Continued)
6.75% Jr. Sub. Perpetual Bonds, Series S3,8	$	399,000	$	423,439
Lloyds Banking Group plc, 6.657% Jr. Sub. Perpetual Bonds2,3,8		400,000		428,000
Rabobank Capital Funding Trust III, 5.254% Jr. Sub. Perpetual Bonds3,7,8		751,000		783,293
Regions Bank, Birmingham AL, 6.45% Sub. Nts., 6/26/37		334,000		420,223
Royal Bank of Scotland Group plc, 7.64% Jr. Sub. Perpetual Bonds, Series U3,8		500,000		527,500
Societe Generale SA, 5.922% Jr. Sub. Perpetual Bonds2,3,8		440,000		458,427
SunTrust Banks, Inc.:
3.60% Sr. Unsec. Nts., 4/15/16		460,000		474,685
5.625% Jr. Sub. Perpetual Bonds3,8		438,000		440,464
Wells Fargo & Co., 5.90% Jr. Sub. Perpetual Bonds, Series S3,8		449,000		453,490
				10,699,224
Consumer Finance—0.6%
Ally Financial, Inc., 8% Sr. Unsec. Nts., 11/1/31		339,000		433,073
American Express Co., 5.20% Jr. Sub. Perpetual Bonds3,8		437,000		446,140
Discover Financial Services, 3.95% Sr. Unsec. Nts., 11/6/24		331,000		333,395
Synchrony Financial:
3.00% Sr. Unsec. Nts., 8/15/19		202,000		204,340
3.75% Sr. Unsec. Nts., 8/15/21		155,000		158,466
				1,575,414
Diversified Financial Services—0.6%
Berkshire Hathaway Energy Co., 4.50% Sr. Unsec. Nts., 2/1/452		224,000		235,364
Burlington Northern Santa Fe LLC, 3% Sr. Unsec. Nts., 3/15/23		365,000		364,495
Leucadia National Corp., 5.50% Sr. Unsec. Nts., 10/18/23		457,000		469,649
Voya Financial, Inc., 5.65% Jr. Sub. Nts., 5/15/533		495,000		492,525
				1,562,033
Insurance—1.8%
AIA Group Ltd., 4.875% Sr. Unsec. Nts., 3/11/442		347,000		396,019
AXIS Specialty Finance plc, 5.15% Sr. Unsec. Nts., 4/1/45		368,000		400,179
Five Corners Funding Trust, 4.419% Unsec. Nts., 11/15/232		374,000		396,202
Liberty Mutual Group, Inc.:
4.25% Sr. Unsec. Nts., 6/15/232		543,000		560,540
4.85% Sr. Unsec. Nts., 8/1/442		269,000		274,510
Lincoln National Corp., 6.05% Jr. Unsec. Sub. Nts., 4/20/673		811,000		815,055
Prudential Financial, Inc., 5.20% Jr. Sub. Nts., 3/15/443		331,000		328,931
Swiss Re Capital I LP, 6.854% Jr. Sub. Perpetual Bonds3,7,8		780,000		819,000
TIAA Asset Management Finance Co. LLC, 4.125% Sr. Unsec. Nts., 11/1/242		437,000		448,571
ZFS Finance USA Trust V, 6.50% Jr. Sub. Nts., 5/9/373,7		437,000		467,590
				4,906,597
Real Estate—0.1%
Ventas Realty LP, 1.25% Sr. Unsec. Nts., 4/17/17		178,000		176,503
Real Estate Investment Trusts (REITs)—0.6%
American Tower Corp.:
5.05% Sr. Unsec. Unsub. Nts., 9/1/20		285,000		309,591
5.90% Sr. Unsec. Nts., 11/1/21		233,000		262,651
Corrections Corp. of America, 4.125% Sr. Unsec. Nts., 4/1/20		457,000		446,717

13      OPPENHEIMER CAPITAL INCOME FUND/VA

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Real Estate Investment Trusts (REITs) (Continued)
Hospitality Properties Trust, 4.65% Sr. Unsec. Nts., 3/15/24	$	225,000	$	230,883
Liberty Property LP, 5.50% Sr. Unsec. Nts., 12/15/16		268,000		287,966
				1,537,808
Health Care—2.1%
Biotechnology—0.1%
Gilead Sciences, Inc., 5.65% Sr. Unsec. Unsub. Nts., 12/1/41		263,000		326,862
Health Care Equipment & Supplies—0.5%
Becton Dickinson & Co., 4.685% Sr. Unsec. Nts., 12/15/44		246,000		266,022
CareFusion Corp.:
1.45% Sr. Unsec. Nts., 5/15/17		453,000		450,218
3.875% Sr. Unsec. Nts., 5/15/24		221,000		228,507
DENTSPLY International, Inc., 2.75% Sr. Unsec. Nts., 8/15/16		425,000		434,563
				1,379,310
Health Care Providers & Services—0.7%
Cardinal Health, Inc., 3.50% Sr. Unsec. Nts., 11/15/24		214,000		213,838
CHS/Community Health Systems, Inc., 5.125% Sr. Sec. Nts., 8/1/21		420,000		437,850
Express Scripts Holding Co., 3.50% Sr. Unsec. Nts., 6/15/24		224,000		223,660
Fresenius Medical Care US Finance II, Inc., 5.875% Sr. Unsec. Nts., 1/31/222		422,000		459,980
LifePoint Hospitals, Inc., 5.50% Sr. Unsec. Nts., 12/1/21		425,000		436,687
McKesson Corp., 4.883% Sr. Unsec. Nts., 3/15/44		108,000		119,447
				1,891,462
Life Sciences Tools & Services—0.2%
Life Technologies Corp., 3.50% Sr. Unsec. Nts., 1/15/16		28,000		28,351
Thermo Fisher Scientific, Inc.:
4.15% Sr. Unsec. Nts., 2/1/24		144,000		152,148
5.00% Sr. Unsec. Nts., 6/1/15		198,000		201,497
5.30% Sr. Unsec. Nts., 2/1/44		165,000		190,248
				572,244
Pharmaceuticals—0.6%
Actavis Funding SCS, 1.30% Sr. Unsec. Nts., 6/15/17		287,000		282,047
Hospira, Inc., 5.20% Sr. Unsec. Nts., 8/12/20		441,000		473,692
Mallinckrodt International Finance SA, 3.50% Sr. Unsec. Nts., 4/15/18		468,000		454,545
Perrigo Finance plc, 3.90% Sr. Unsec. Nts., 12/15/24		217,000		221,236
				1,431,520
Industrials—3.4%
Aerospace & Defense—0.6%
BAE Systems Holdings, Inc., 3.80% Sr. Unsec. Nts., 10/7/242,9		196,000		201,324
Huntington Ingalls Industries, Inc., 7.125% Sr. Unsec. Unsub. Nts., 3/15/21		402,000		436,170
L-3 Communications Corp.:
1.50% Sr. Unsec. Nts., 5/28/17		118,000		116,951
3.95% Sr. Unsec. Nts., 5/28/24		272,000		274,785
Northrop Grumman Corp., 4.75% Sr. Unsec. Nts., 6/1/43		105,000		117,705
Textron, Inc.:
3.875% Sr. Unsec. Nts., 3/1/25		129,000		129,491
4.30% Sr. Unsec. Nts., 3/1/24		230,000		240,761

	Principal Amount		Value
Aerospace & Defense (Continued)
Textron, Inc.: (Continued)
6.20% Sr. Unsec. Nts., 3/15/15	$	34,000	$	34,343
				1,551,530
Building Products—0.2%
Owens Corning, 4.20% Sr. Unsec. Nts., 12/15/22		505,000		513,352
Commercial Services & Supplies—0.6%
Clean Harbors, Inc., 5.25% Sr. Unsec. Unsub. Nts., 8/1/20		468,000		472,680
Pitney Bowes, Inc., 4.625% Sr. Unsec. Nts., 3/15/24		575,000		589,651
Republic Services, Inc., 5.70% Sr. Unsec. Nts., 5/15/41		102,000		126,233
RR Donnelley & Sons Co., 7.625% Sr. Unsec. Nts., 6/15/20		385,000		424,462
				1,613,026
Electrical Equipment—0.1%
Sensata Technologies BV, 4.875% Sr. Unsec. Nts., 10/15/232		349,000		349,000
Industrial Conglomerates—0.3%
General Electric Capital Corp., 6.25% Jr. Sub. Perpetual Bonds, Series B3,8		682,000		745,938
Machinery—0.5%
Crane Co., 4.45% Sr. Unsec. Nts., 12/15/23		234,000		247,146
Ingersoll-Rand Global Holding Co. Ltd., 4.25% Sr. Unsec. Nts., 6/15/23		410,000		432,949
Starwood Hotels & Resorts Worldwide, Inc., 7.375% Sr. Unsec. Nts., 11/15/15		384,000		403,019
Trinity Industries, Inc., 4.55% Sr. Unsec. Nts., 10/1/24		184,000		179,063
				1,262,177
Professional Services—0.3%
Experian Finance plc, 2.375% Sr. Unsec. Nts., 6/15/172		427,000		431,068
Nielsen Finance LLC/Nielsen Finance Co., 4.50% Sr. Unsec. Nts., 10/1/20		470,000		474,700
				905,768
Road & Rail—0.5%
ERAC USA Finance LLC, 3.85% Sr. Unsec. Nts., 11/15/242		216,000		219,494
Kansas City Southern de Mexico SA de CV, 3% Sr. Unsec. Nts., 5/15/23		372,000		362,332
Penske Truck Leasing Co. LP/PTL Finance Corp.:
2.50% Sr. Unsec. Nts., 3/15/162		446,000		452,355
4.25% Sr. Unsec. Nts., 1/17/232		250,000		259,936
				1,294,117
Trading Companies & Distributors—0.3%
Air Lease Corp., 3.875% Sr. Unsec. Nts., 4/1/21		456,000		460,560
International Lease Finance Corp., 5.875% Sr. Unsec. Unsub. Nts., 4/1/19		437,000		471,960
				932,520
Information Technology—1.5%
Communications Equipment—0.1%
Motorola Solutions, Inc., 3.50% Sr. Unsec. Nts., 3/1/23		248,000		244,548
Electronic Equipment, Instruments, & Components—0.4%
Arrow Electronics, Inc., 5.125% Sr. Unsec. Unsub. Nts., 3/1/21		525,000		568,543
Avnet, Inc., 4.875% Sr. Unsec. Unsub. Nts., 12/1/22		550,000		584,655
				1,153,198

14      OPPENHEIMER CAPITAL INCOME FUND/VA

	Principal Amount		Value
IT Services—0.4%
Fidelity National Information Services, Inc.:
1.45% Sr. Unsec. Nts., 6/5/17	$	351,000	$	349,371
3.50% Sr. Unsec. Nts., 4/15/23		244,000		242,969
Xerox Corp., 4.25% Sr. Unsec. Nts., 2/15/15		449,000		450,794
				1,043,134
Software—0.1%
Oracle Corp., 3.40% Sr. Unsec. Nts., 7/8/24		322,000		329,498
Technology Hardware, Storage & Peripherals—0.5%
Apple, Inc., 4.45% Sr. Unsec. Nts., 5/6/44		248,000		273,984
Hewlett-Packard Co., 2.65% Sr. Unsec. Unsub. Nts., 6/1/16		443,000		451,654
Seagate HDD Cayman:
3.75% Sr. Unsec. Nts., 11/15/182		410,000		421,788
4.75% Sr. Unsec. Nts., 1/1/252		61,000		63,065
				1,210,491
Materials—2.3%
Chemicals—0.6%
Agrium, Inc., 3.50% Sr. Unsec. Nts., 6/1/23		262,000		258,820
Eastman Chemical Co.:
3.00% Sr. Unsec. Nts., 12/15/15		218,000		222,216
4.65% Sr. Unsec. Nts., 10/15/44		112,000		115,071
LYB International Finance BV, 5.25% Sr. Unsec. Nts., 7/15/43		144,000		157,076
Methanex Corp., 4.25% Sr. Unsec. Nts., 12/1/24		220,000		219,479
Rockwood Specialties Group, Inc., 4.625% Sr. Unsec. Nts., 10/15/20		450,000		466,312
RPM International, Inc., 3.45% Sr. Unsec. Unsub. Nts., 11/15/22		349,000		344,285
				1,783,259
Construction Materials—0.2%
CRH America, Inc., 4.125% Sr. Unsec. Nts., 1/15/16		440,000		452,977
Containers & Packaging—0.7%
Crown Americas LLC/Crown Americas Capital Corp. III, 6.25% Sr. Unsec. Nts., 2/1/21		199,000		210,442
Packaging Corp. of America:
3.65% Sr. Unsec. Nts., 9/15/24		113,000		111,461
4.50% Sr. Unsec. Nts., 11/1/23		358,000		375,676
Rock-Tenn Co., 3.50% Sr. Unsec. Unsub. Nts., 3/1/20		729,000		740,646
Silgan Holdings, Inc., 5% Sr. Unsec. Nts., 4/1/20		355,000		362,100
				1,800,325
Metals & Mining—0.7%
Alcoa, Inc., 5.125% Sr. Unsec. Nts., 10/1/24		434,000		460,807
Carpenter Technology Corp., 4.45% Sr. Unsec. Unsub. Nts., 3/1/23		159,000		162,198
Freeport-McMoRan, Inc., 3.875% Sr. Unsec. Nts., 3/15/23		250,000		235,953
Glencore Canada Corp., 6% Sr. Unsec. Unsub. Nts., 10/15/15		391,000		404,273
Glencore Funding LLC, 4.625% Sr. Unsec. Nts., 4/29/242		339,000		342,017
Rio Tinto Finance USA plc, 4.125% Sr. Unsec. Nts., 8/21/42		125,000		121,863
Yamana Gold, Inc., 4.95% Sr. Unsec. Nts., 7/15/24		230,000		224,895
				1,952,006
Paper & Forest Products—0.1%
International Paper Co., 4.80% Sr. Unsec. Nts., 6/15/44		183,000		187,616
Telecommunication Services—2.1%
Diversified Telecommunication Services—1.9%
AT&T, Inc., 4.35% Sr. Unsec. Nts., 6/15/45		297,000		281,147

	Principal Amount		Value
Diversified Telecommunication Services (Continued)
British Telecommunications plc, 9.625% Sr. Unsec. Nts., 12/15/30	$	288,000	$	453,278
CenturyLink, Inc., 6.45% Sr. Unsec. Nts., 6/15/21		390,000		420,225
Cox Communications, Inc., 3.85% Sr. Unsec. Nts., 2/1/252		245,000		247,810
Deutsche Telekom International Finance BV, 5.75% Sr. Unsec. Nts., 3/23/16		385,000		406,756
Frontier Communications Corp., 8.50% Sr. Unsec. Nts., 4/15/20		405,000		453,600
Telecom Italia Capital SA, 7.721% Sr. Unsec. Unsub. Nts., 6/4/38		277,000		310,240
Telefonica Emisiones SAU, 7.045% Sr. Unsec. Unsub. Nts., 6/20/36		169,000		223,005
T-Mobile USA, Inc., 6.25% Sr. Unsec. Nts., 4/1/21		455,000		467,399
Verizon Communications, Inc.:
3.50% Sr. Unsec. Nts., 11/1/24		189,000		186,075
4.50% Sr. Unsec. Nts., 9/15/20		1,050,000		1,140,907
5.012% Sr. Unsec. Nts., 8/21/542		105,000		109,104
6.40% Sr. Unsec. Nts., 2/15/38		223,000		276,056
				4,975,602
Wireless Telecommunication Services—0.2%
America Movil SAB de CV, 4.375% Sr. Unsec. Unsub. Nts., 7/16/42		164,000		157,932
Rogers Communications, Inc., 6.75% Sr. Unsec. Nts., 3/15/15		123,000		124,438
Vodafone Group plc:
4.375% Sr. Unsec. Unsub. Nts., 2/19/43		142,000		138,944
6.25% Sr. Unsec. Nts., 11/30/32		150,000		183,688
				605,002
Utilities—1.9%
Electric Utilities—1.0%
American Transmission Systems, Inc., 5% Sr. Unsec. Nts., 9/1/442		118,000		126,734
EDP Finance BV, 6% Sr. Unsec. Nts., 2/2/182		405,000		439,328
ITC Holdings Corp.:
3.65% Sr. Unsec. Nts., 6/15/24		390,000		396,270
5.30% Sr. Unsec. Nts., 7/1/43		93,000		108,861
Jersey Central Power & Light Co., 4.70% Sr. Unsec. Nts., 4/1/242		237,000		253,493
Pennsylvania Electric Co., 5.20% Sr. Unsec. Nts., 4/1/20		88,000		97,132
PPL Capital Funding, Inc.:
3.50% Sr. Unsec. Unsub. Nts., 12/1/22		158,000		160,302
4.20% Sr. Sec. Nts., 6/15/22		58,000		61,541
PPL WEM Holdings Ltd., 5.375% Sr. Unsec. Unsub. Nts., 5/1/212		590,000		663,986
Trans-Allegheny Interstate Line Co., 3.85% Sr. Unsec. Nts., 6/1/252		277,000		282,266
				2,589,913
Independent Power and Renewable Electricity Producers—0.1%
Dayton Power & Light Co. (The), 1.875% Sec. Nts., 9/15/16		329,000		332,861
NRG Yield Operating LLC, 5.375% Sr. Unsec. Nts., 8/15/242		66,000		67,320
				400,181
Multi-Utilities—0.8%
CenterPoint Energy, Inc., 5.95% Sr. Unsec. Nts., 2/1/17		386,000		421,109
CMS Energy Corp.:
3.875% Sr. Unsec. Nts., 3/1/24		240,000		249,684
5.05% Sr. Unsec. Unsub. Nts., 3/15/22		349,000		391,865
Consolidated Edison Co. of New York, Inc., 4.625% Sr. Unsec. Nts., 12/1/54		100,000		110,042
Dominion Gas Holdings LLC, 4.60% Sr. Unsec. Nts., 12/15/44		170,000		178,814

15      OPPENHEIMER CAPITAL INCOME FUND/VA

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Multi-Utilities (Continued)
Dominion Resources, Inc., 2.50% Sr. Unsec. Nts., 12/1/19		$        308,000		$        309,254
NiSource Finance Corp., 4.80% Sr. Unsec. Nts., 2/15/44		107,000		114,457
TECO Finance, Inc., 6.75% Sr. Unsec. Nts., 5/1/15		259,000		263,897
				2,039,122
Total Non-Convertible Corporate Bonds and Notes (Cost $85,692,699)				88,169,237

	Shares
Investment Company—2.0%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%10,11 (Cost $5,367,607)		5,367,607		$        5,367,607
Total Investments, at Value (Cost $296,799,701)		118.2	%	316,313,687
Net Other Assets (Liabilities)		(18.2	)	(48,749,942)
Net Assets		100.0	%	$    267,563,745

Footnotes to Statement of Investments

1. Non-income producing 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 $41,925,006 or 15.67% of the Fund’s net assets as of December 31, 2014.

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

4. 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 $1,651,914 or 0.62% of the Fund’s net assets as of December 31, 2014.

5. Interest rate is less than 0.0005%.

6. 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 $106,730 or 0.04% of the Fund’s net assets as of December 31, 2014.

7. Restricted security. The aggregate value of restricted securities as of December 31, 2014 was $2,929,948, which represents 1.10% of the Fund’s net assets. See Note 4 of the accompanying Notes. Information concerning restricted securities is as follows:

Security	Acquisition   Dates		Cost		Value		Unrealized     Appreciation/     (Depreciation)
Credit Agricole SA, 8.375% Jr. Sub. Perpetual Bonds		10/27/14 - 11/13/14	$	427,411	$	428,275	$	864
Rabobank Capital Funding Trust III, 5.254% Jr. Sub. Perpetual Bonds		5/1/13 - 5/8/13		761,484		783,293		21,809
Swiss Re Capital I LP, 6.854% Jr. Sub. Perpetual Bonds		3/10/10 - 7/22/13		747,673		819,000		71,327
TRW Automotive, Inc., 7.25% Sr. Unsec. Nts., 3/15/17		3/31/14 - 4/8/14		433,060		431,790		(1,270)
ZFS Finance USA Trust V, 6.50% Jr. Sub. Nts., 5/9/37		11/20/13		456,396		467,590		11,194
			$	2,826,024	$	2,929,948	$	103,924

8. 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.

9. All or a portion of the security position is when-issued or delayed delivery to be delivered and settled after December 31, 2014. See Note 4 of the accompanying Notes.

10. Rate shown is the 7-day yield as of December 31, 2014.

11. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross Additions		Gross Reductions		Shares December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		19,917,607		—		14,550,000		5,367,607
					Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E					$	5,367,607	$	10,768

Futures Contracts as of December 31, 2014

Description

Exchange

Buy/Sell

Expiration Date

Number of Contracts

Value

Unrealized Appreciation (Depreciation)

United States Treasury Long Bonds

CBT

Sell

3/20/15

11

1,590,188

$

(7,773)

United States Treasury Nts., 10 yr.

CBT

Sell

3/20/15

77

9,763,359

967

United States Treasury Nts., 2 yr.

CBT

Sell

3/31/15

78

17,050,313

32,390

United States Treasury Nts., 5 yr.

CBT

Buy

3/31/15

4

475,719

(514)

United States Treasury Ultra Bonds

CBT

Buy

3/20/15

50

8,259,375

278,471

$

303,541

16      OPPENHEIMER CAPITAL INCOME FUND/VA

Glossary:
Currency abbreviations indicate amounts reporting in currencies
CHF	Swiss Franc
EUR	Euro
Exchange Abbreviations
CBT	Chicago Board of Trade

See accompanying Notes to Financial Statements.

17      OPPENHEIMER CAPITAL INCOME FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $291,432,094)	$	310,946,080
Affiliated companies (cost $5,367,607)		5,367,607
		316,313,687
Cash		9,746,568
Cash used for collateral on futures		260,000
Receivables and other assets:
Investments sold (including $5,185,100 sold on a when-issued or delayed delivery basis)		6,659,777
Interest, dividends and principal paydowns		1,260,047
Variation margin receivable		17,813
Shares of beneficial interest sold		16,495
Other		38,505
Total assets		334,312,892
Liabilities
Payables and other liabilities:
Investments purchased (including $66,523,603 purchased on a when-issued or delayed delivery basis)		66,523,603
Shares of beneficial interest redeemed		91,206
Trustees’ compensation		36,004
Variation margin payable		23,691
Distribution and service plan fees		13,656
Shareholder communications		11,705
Other		49,282
Total liabilities		66,749,147
Net Assets	$	267,563,745
Composition of Net Assets
Par value of shares of beneficial interest	$	18,290
Additional paid-in capital		262,462,549
Accumulated net investment income		5,500,006
Accumulated net realized loss on investments and foreign currency transactions		(20,232,167)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		19,815,067
Net Assets	$	267,563,745
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 $203,684,173 and 13,880,942 shares of beneficial interest outstanding)		$14.67
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $63,879,572 and 4,409,304 shares of beneficial interest outstanding)		$14.49

See accompanying Notes to Financial Statements.

18      OPPENHEIMER CAPITAL INCOME FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Investment Income
Interest	$	5,780,395
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $8,620)		1,598,280
Affiliated companies		10,768
Total investment income		7,389,443
Expenses
Management fees		2,027,361
Distribution and service plan fees - Service shares		163,156
Transfer and shareholder servicing agent fees:
Non-Service shares		207,999
Service shares		65,269
Shareholder communications:
Non-Service shares		33,422
Service shares		10,490
Custodian fees and expenses		39,269
Trustees’ compensation		14,478
Other		61,281
Total expenses		2,622,725
Less reduction to custodian expenses		(834)
Less waivers and reimbursements of expenses		(627,704)
Net expenses		1,994,187
Net Investment Income		5,395,256
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies		11,110,497
Closing and expiration of futures contracts		1,463,966
Foreign currency transactions		(924)
Net realized gain		12,573,539
Net change in unrealized appreciation/depreciation on:
Investments		3,571,120
Translation of assets and liabilities denominated in foreign currencies		(300,326)
Futures contracts		358,972
Net change in unrealized appreciation/depreciation		3,629,766
Net Increase in Net Assets Resulting from Operations	$	21,598,561

See accompanying Notes to Financial Statements.

19      OPPENHEIMER CAPITAL INCOME FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014		Year Ended December 31, 2013
Operations
Net investment income	$	5,395,256	$	5,247,717
Net realized gain		12,573,539		37,714,451
Net change in unrealized appreciation/depreciation		3,629,766		(7,198,564)
Net increase in net assets resulting from operations		21,598,561		35,763,604
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(4,273,013)		(5,107,178)
Service shares		(1,173,553)		(1,549,784)
		(5,446,566)		(6,656,962)
Beneficial Interest Transactions
Net decrease in net assets resulting from beneficial interest transactions:
Non-Service shares		(22,300,027)		(26,201,767)
Service shares		(9,586,563)		(10,510,886)
		(31,886,590)		(36,712,653)
Net Assets
Total decrease		(15,734,595)		(7,606,011)
Beginning of period		283,298,340		290,904,351
End of period (including accumulated net investment income of $5,500,006 and $5,608,389, respectively)	$	267,563,745	$	283,298,340

See accompanying Notes to Financial Statements.

20      OPPENHEIMER CAPITAL INCOME FUND/VA

FINANCIAL HIGHLIGHTS

Non-Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	13.84	$	12.52	$	11.30	$	11.47	$	10.30
Income (loss) from investment operations:
Net investment income2		0.29		0.25		0.29		0.20		0.23
Net realized and unrealized gain (loss)		0.83		1.38		1.09		(0.11)		1.09
Total from investment operations		1.12		1.63		1.38		0.09		1.32
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.29)		(0.31)		(0.16)		(0.26)		(0.15)
Net asset value, end of period	$	14.67	$	13.84	$	12.52	$	11.30	$	11.47
Total Return, at Net Asset Value3		8.20%		13.17%		12.34%		0.72%		12.91%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	203,684	$	213,697	$	218,032	$	128,383	$	150,622
Average net assets (in thousands)	$	208,556	$	218,090	$	191,416	$	141,848	$	151,620
Ratios to average net assets:4
Net investment income		2.03%		1.87%		2.46%		1.70%		2.13%
Total expenses5		0.90%		0.89%		0.90%		0.91%		0.91%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.67%		0.66%		0.66%		0.67%		0.65%
Portfolio turnover rate6		98%		187%		110%		102%		54%

1. December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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 fees and expenses were as follows:

Year Ended December 31, 2014	0.90	%
Year Ended December 31, 2013	0.90	%
Year Ended December 31, 2012	0.91	%
Year Ended December 30, 2011	0.93	%
Year Ended December 31, 2010	0.92	%

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, 2014		$697,503,637		$678,765,376
Year Ended December 31, 2013		$794,398,216		$800,879,825
Year Ended December 31, 2012		$555,111,600		$549,805,766
Year Ended December 30, 2011		$450,804,195		$453,759,282
Year Ended December 31, 2010		$412,930,431		$414,511,903

See accompanying Notes to Financial Statements.

21      OPPENHEIMER CAPITAL INCOME FUND/VA

FINANCIAL HIGHLIGHTS Continued

Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	13.66	$	12.37	$	11.17	$	11.35	$	10.19
Income (loss) from investment operations:
Net investment income2		0.25		0.21		0.26		0.16		0.20
Net realized and unrealized gain (loss)		0.84		1.36		1.08		(0.11)		1.08
Total from investment operations		1.09		1.57		1.34		0.05		1.28
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.26)		(0.28)		(0.14)		(0.23)		(0.12)
Net asset value, end of period	$	14.49	$	13.66	$	12.37	$	11.17	$	11.35
Total Return, at Net Asset Value3		8.02%		12.83%		12.11%		0.38%		12.68%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	63,880	$	69,601	$	72,872	$	77,551	$	89,580
Average net assets (in thousands)	$	65,450	$	72,332	$	76,257	$	85,157	$	87,280
Ratios to average net assets:4
Net investment income		1.78%		1.62%		2.18%		1.45%		1.87%
Total expenses5		1.15%		1.15%		1.16%		1.16%		1.16%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.92%		0.92%		0.92%		0.92%		0.90%
Portfolio turnover rate6		98%		187%		110%		102%		54%

1. December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1.15	%
Year Ended December 31, 2013	1.16	%
Year Ended December 31, 2012	1.17	%
Year Ended December 30, 2011	1.18	%
Year Ended December 31, 2010	1.17	%

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, 2014		$697,503,637		$678,765,376
Year Ended December 31, 2013		$794,398,216		$800,879,825
Year Ended December 31, 2012		$555,111,600		$549,805,766
Year Ended December 30, 2011		$450,804,195		$453,759,282
Year Ended December 31, 2010		$412,930,431		$414,511,903

See accompanying Notes to Financial Statements.

22      OPPENHEIMER CAPITAL INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Capital Income Fund/VA (the “Fund”), a separate series of Oppenheimer Variable Account Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

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 New York Stock Exchange (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.

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.

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.

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

23      OPPENHEIMER CAPITAL INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

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.

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2,3,4,5		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$5,536,007		$—		$19,904,306		$19,487,201

1. As of December 31, 2014, the Fund had $19,530,266 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.

Expiring
2015	$	3,323,244
2016		3,323,244
2017		12,883,778
Total	$	19,530,266

Of these losses, $6,646,488 are subject to loss limitation rules resulting from merger activity. These limitations generally reduce the utilization of these losses to a maximum of $3,323,244 per year.

2. As of December 31, 2014, the Fund had $371,625 of post-October losses available to offset future realized capital gains, if any.

3. The Fund had $2,415 of straddle losses which were deferred.

4. During the fiscal year ended December 31, 2014, the Fund utilized $13,105,097 of capital loss carryforward to offset capital gains realized in that fiscal year.

5. During the fiscal year ended December 31, 2013, the Fund utilized $36,465,772 of capital loss carryforward to offset capital gains realized in that fiscal year.

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Reduction to Accumulated Net Investment Income		Reduction to Accumulated Net Realized Loss on Investments
$5,734		$57,073		$51,339

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended		Year Ended
	December 31, 2014		December 31, 2013
Distributions paid from:
Ordinary income	$	5,446,566	$	6,656,962

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, 2014 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	$	296,824,025
Federal tax cost of other investments		303,540
Total federal tax cost	$	297,127,565
Gross unrealized appreciation	$	22,641,096
Gross unrealized depreciation		(3,153,895)
Net unrealized appreciation	$	19,487,201

24      OPPENHEIMER CAPITAL INCOME FUND/VA

2. Significant Accounting Policies (Continued)

Use of Estimates. 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.

3. 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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

Futures contracts and futures options 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.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and

25      OPPENHEIMER CAPITAL INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices			Level 2— Other Significant Observable Inputs		Level 3— Significant             Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	11,155,775		$	—	$	—	$	11,155,775
Consumer Staples		4,461,491			3,026,641		—		7,488,132
Energy		7,759,968			—		—		7,759,968
Financials		15,537,275			—		—		15,537,275
Health Care		13,624,693			—		—		13,624,693
Industrials		10,810,112			—		—		10,810,112
Information Technology		18,357,282			—		—		18,357,282
Materials		3,342,345			—		—		3,342,345
Telecommunication Services		1,473,684			—		—		1,473,684
Utilities		1,069,461			—		—		1,069,461
Asset-Backed Securities		—			28,582,131		—		28,582,131
Mortgage-Backed Obligations		—			102,759,696		—		102,759,696
U.S. Government Obligations		—			816,289		—		816,289
Non-Convertible Corporate Bonds and Notes		—			88,169,237		—		88,169,237
Investment Company		5,367,607			—		—		5,367,607
Total Investments, at Value		92,959,693			223,353,994		—		316,313,687
Other Financial Instruments:
Futures contracts		311,828			—		—		311,828
Total Assets	$	93,271,521		$	223,353,994	$	—	$	316,625,515
Liabilities Table
Other Financial Instruments:
Futures contracts	$	(8,287	)	$	—	$	—	$	(8,287)
Total Liabilities	$	(8,287	)	$	—	$	—	$	(8,287)

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

26      OPPENHEIMER CAPITAL INCOME FUND/VA

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

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 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, 2014, 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		$66,523,603
Sold securities		5,185,100

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.

Restricted Securities. As of December 31, 2014, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets.

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

5. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance 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. These instruments may allow the Fund to pursue its objectives more

27      OPPENHEIMER CAPITAL INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

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:

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.

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 due to unanticipated changes in the market risk factors and the overall market. 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. 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. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

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.

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

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a commodity, financial instrument or currency 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 and options thereon are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange.

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 in an account registered in the futures commission merchant’s name. Subsequent payments (variation margin) are paid to or from the futures commission merchant each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains and losses. Should the Fund fail to make requested variation margin payments, the futures commission merchant can gain access to the initial margin to satisfy the Fund’s payment obligations.

Futures contracts are reported on a schedule following the Statement of Investments. Securities held by a futures commission merchant to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. Cash held by a futures commission merchant 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.

During the year ended December 31, 2014, the Fund had an ending monthly average market value of $12,881,320 and $28,102,359 on futures contracts purchased and sold, respectively.

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.

28      OPPENHEIMER CAPITAL INCOME FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

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.

Purchased swaptions are reported as a component of investments in the Statement of Investments and the Statement of Assets and Liabilities. 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 prior to exercise 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 purchased swaptions which gives it the option to buy credit protection through credit default swaps in order to decrease exposure to the credit risk of individual issuers and/or indexes of issuers. A purchased swaption of this type becomes more valuable as the likelihood of a credit event on the reference asset increases.

During the year ended December 31, 2014, the Fund had an ending monthly average market value of $16,659 on purchased swaptions.

Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.

The Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund. For OTC options purchased, the Fund bears the risk of loss of the amount of the premiums paid plus the positive change in market values net of any collateral held by the Fund should the counterparty fail to perform under the contracts. Options written by the Fund do not typically give rise to counterparty credit risk, as options written generally obligate the Fund and not the counterparty to perform.

To reduce counterparty risk with respect to OTC transactions, 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 make (or to have an entitlement to receive) a single net payment in the event of default (close-out netting) for outstanding payables and receivables with respect to certain OTC positions in swaps, options, swaptions, 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.

ISDA master agreements include credit related contingent features which allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event that, for example, the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA master agreements, which would cause the Fund to accelerate payment of any net liability owed to the counterparty.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

The Fund’s risk of loss from counterparty credit risk on exchange-traded derivatives cleared through a clearinghouse and for centrally cleared swaps is generally considered lower than as compared to OTC derivatives. However, counterparty credit risk exists with respect to initial and variation margin deposited/paid by the Fund that is held in futures commission merchant, broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally cleared swaps.

With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker, futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.

There is the risk that a broker, futures commission merchant or clearinghouse will decline to clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination fee to the executing broker with whom the Fund initially enters into the transaction. Clearinghouses may also be permitted to terminate centrally cleared swaps at any time. The Fund is also subject to the risk that the broker or futures commission merchant will improperly use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment obligations of another customer. In the event of a default by another customer of the broker or futures commission merchant, the Fund might not receive its variation margin payments from the clearinghouse, due to the manner in which variation margin payments are aggregated for all customers of the broker/futures commission merchant.

Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker, futures commission merchant or clearinghouse for exchange-traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or increase the margin amount, in certain circumstances.

29      OPPENHEIMER CAPITAL INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

Collateral terms are contract specific for OTC derivatives. For derivatives traded under an ISDA master agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund or the counterparty.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Statement of Assets and Liabilities as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Statement of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold (e.g. $250,000) before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.

The following table presents the valuations of derivative instruments by risk exposure as reported within the Statement of Assets and Liabilities as of December 31, 2014:

	Asset Derivatives		Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Value	Statement of Assets and Liabilities Location	Value
Interest rate contracts	Variation margin receivable	$            17,813*	Variation margin payable	$        23,691*

*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 Accounted for as Hedging Instruments	Investment from unaffiliated companies		Closing and expiration of futures contracts		Total
Credit contracts		$            (111,023)		$                        —		$          (111,023)
Interest Rate contracts		—		1,463,966		1,463,966
Total		$            (111,023)		$            1,463,966		$        1,352,943

Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Futures contracts
Interest rate contracts	$        358,972

6. 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, 2014						Year Ended December 31, 2013
	Shares			Amount			Shares			Amount
Non-Service Shares
Sold		249,594		$	3,564,995			172,668		$	2,290,240
Dividends and/or distributions reinvested		300,916			4,273,013			387,201			5,107,178
Redeemed		(2,114,253	)		(30,138,035	)		(2,531,989	)		(33,599,185)
Net decrease		(1,563,743	)	$	(22,300,027	)		(1,972,120	)	$	(26,201,767)
Service Shares
Sold		373,936		$	5,300,928			183,862		$	2,416,107
Dividends and/or distributions reinvested		83,586			1,173,553			118,848			1,549,784
Redeemed		(1,142,911	)		(16,061,044	)		(1,100,257	)		(14,476,777)
Net decrease		(685,389	)	$	(9,586,563	)		(797,547	)	$	(10,510,886)

7. 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, 2014 were as follows:

	Purchases	Sales
Investment securities	$198,662,294	$193,064,950
U.S. government and government agency obligations	55,023,606	56,004,207
To Be Announced (TBA) mortgage-related securities	697,503,637	678,765,376

8. 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:

30      OPPENHEIMER CAPITAL INCOME FUND/VA

8. Fees and Other Transactions with Affiliates (Continued)

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

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.74% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors 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. The Manager has contractually agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 0.67% for Non-Service shares and 0.92% for Service shares. During the year ended December 31, 2014, the Manager waived fees and/or reimbursed the Fund $467,661 and $146,566 for Non-Service and Service shares, respectively.

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, 2014, the Manager waived fees and/or reimbursed the Fund $13,477 for IMMF management fees.

These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

9. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present

31      OPPENHEIMER CAPITAL INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

9. Pending Litigation (Continued)

and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

32      OPPENHEIMER CAPITAL 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 Capital Income Fund/VA (a separate series of Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Capital Income Fund/VA as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 13, 2015

33      OPPENHEIMER CAPITAL INCOME FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 22.43% to arrive at the amount eligible for the corporate dividend-received deduction.

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.

34      OPPENHEIMER CAPITAL INCOME FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio managers and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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 Magnus Krantz, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Fund, the Adviser and the Sub-Adviser. Throughout the year, the Manager provided information on the investment performance of the Fund, 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 moderate allocation funds underlying variable insurance products. The Board considered that the Fund underperformed its performance category during the one-, three-, five- and ten-year periods. The Board also considered that on April 30, 2013, the Fund changed its name and investment strategy to Capital Income Fund/VA from Balanced Fund/VA, and Magnus Krantz took over as portfolio manager of the equity portion of the Fund while Krishna Memani remained as the fixed income portfolio manager. The Board noted the Manager’s assertion that the performance of the Fund prior to April 30, 2013 was reflective of a different investment strategy and a different portfolio management team. The Board further noted that the Fund has a higher fixed income allocation than funds in its performance category and will tend to underperform the category average in a strong equity market environment. The Board considered that the Fund has performed well in 2014, ranking in the 21st percentile of its performance category for the year-to-date period ended April 30, 2014, as the bond markets have outperformed the equity markets.

Costs of Services by the Adviser. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other moderate allocation 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 to those of retail 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 total expenses, after waivers, were lower than its peer group median and category median. The Board also considered that the Fund’s contractual management fee was higher than its peer group median and category median. Within the total asset range of $250 million to $500 million, the Fund’s effective management fee rate was higher than its peer group median and category median. The Board noted that the Manager has contractually agreed 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 0.67% for Non-Service Shares and 0.92% for Service Shares. This contractual expense limitation may not be amended or withdrawn until one year after the date of the Fund’s prospectus, unless approved by the Board.

35      OPPENHEIMER CAPITAL INCOME FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited / Continued

Economies of Scale and Profits Realized by the Adviser and Sub-Adviser. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board reviewed whether the Managers 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 Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements).The Board also considered that the Managers 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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

36      OPPENHEIMER CAPITAL INCOME 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 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.

37      OPPENHEIMER CAPITAL INCOME FUND/VA

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees (since 2012) and Trustee (since 1996) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 1990) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2012) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth:1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-

38      OPPENHEIMER CAPITAL INCOME FUND/VA

Robert J. Malone, Continued	1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
F. William Marshall, Jr., Trustee (since 2000) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

OTHER OFFICERS OF THE FUND The addresses of the Officers in the chart below are as follows: for Messrs. Memani, Krantz, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. 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.

39      OPPENHEIMER CAPITAL INCOME FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

Krishna Memani, Vice President (since 2009) Year of Birth: 1960	President of the Sub-Adviser (since January 2013); Executive Vice President of the Manager (since January 2014) and Chief Investment Officer of the OppenheimerFunds advisory entities (since January 2014). Chief Investment Officer, Fixed Income of the Sub-Adviser (January 2013-December 2013); Head of the Investment Grade Fixed Income Team of the Sub-Adviser (March 2009-January 2014); Director of Fixed Income of the Sub-Adviser (October 2010-December 2012); Senior Vice President of the Sub-Adviser (March 2009-December 2012) and Senior Vice President of OFI Global Institutional, Inc. (April 2009-December 2012). 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 an officer of other portfolios in the OppenheimerFunds complex.
Magnus Krantz, Vice President (since 2013) Year of Birth: 1967	Vice President of the Sub-Adviser (since May 2009) and a portfolio manager of the Sub-Adviser (since November 2012); sector manager for technology for the Sub-Adviser’s Main Street Investment Team (since May 2009). Prior to joining the Sub-Adviser, Mr. Krantz was a sector manager at RS Investment and Guardian Life Insurance Company. Mr. Krantz joined Guardian Life Insurance Company in December 2005 and transitioned to RS Investments in October 2006 in connection with Guardian Life Insurance Company’s acquisition of an interest in RS Investments. Portfolio manager and analyst at Citigroup Asset Management (1998-2005) and as a consultant at Price Waterhouse (1997-1998). He also served as product development engineer at Newbridge Networks (1993-1996) and as a software engineer at Mitel Corporation (1990-1993). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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 1.800.988.8287.

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43      OPPENHEIMER CAPITAL INCOME FUND/VA

OPPENHEIMER CAPITAL INCOME FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and	OFI Global Asset Management, Inc.
Shareholder
Servicing Agent
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent	KPMG LLP
Registered
Public
Accounting
Firm
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

The Right Way

to Invest

December 31, 2014

ANNUAL REPORT

Listing of Top Holdings

Fund Performance Discussion

Financial Statements

Fund Performance Discussion

PORTFOLIO MANAGER: Michael Kotlarz

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception Date	1-Year	5-Year	10-Year
Non-Service Shares	4/3/85	15.41%	13.07%	6.54%
Service Shares	9/18/01	15.13	12.79	6.28
S&P 500 Index		13.69	15.45	7.67
Russell 1000 Growth Index		13.05	15.81	8.49

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

TOP TEN COMMON STOCK HOLDINGS

Apple, Inc.	6.1%
Biogen Idec, Inc.	4.8
Facebook, Inc., Cl. A	4.1
Gilead Sciences, Inc.	3.7
Actavis plc	3.6
LinkedIn Corp., Cl. A	3.1
Celgene Corp.	2.8
MasterCard, Inc., Cl. A	2.8
Twenty-First Century Fox, Inc., Cl. B	2.8
Visa, Inc., Cl. A	2.5

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

SECTOR ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of common stocks.

2      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

Fund Performance Discussion

The Fund’s Non-Service shares produced a return of 15.41% during the reporting period, outperforming the Russell 1000 Growth Index (the “Index”), which returned 13.05% for the same period. The Fund’s outperformance stemmed primarily from stronger relative stock selection in the information technology and consumer discretionary sectors, along with an underweight position in energy and an overweight position in health care. The Fund underperformed the Index primarily within the industrials and materials sectors, as a result of weaker relative stock selection. The Fund also outperformed the S&P 500 Index, which returned 13.69% this reporting period.

MARKET OVERVIEW

Domestic equities were among the top performing asset classes in 2014, outperforming foreign equities, including those domiciled in Europe, Japan and emerging markets. In the U.S., the Federal Reserve (the “Fed”) began tapering its most recent quantitative easing (“QE”) program in January 2014 and completed the process at the end of October, thereby ending the program’s purchases. The Fed reduced its monthly bond purchases in steady $10 billion increments, which helped reduce market volatility and enabled investors to prepare for a post-QE market environment. Although data in the U.S. softened for the first quarter, partially attributed to cold weather effects across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and an estimated 5.0%, respectively.

Outside of the U.S., the positive data points that had emerged in Europe in 2013 and early 2014 largely reversed themselves later in the reporting period and the European Central Bank (the “ECB”) came under even greater pressure to provide a credible plan to boost growth and avoid deflation. In response, the ECB adopted a number of policies designed to stimulate growth. In Japan, which has been mired in economic weakness for years, the Abe administration has adopted even more aggressive economic policies with the Bank of Japan (the “BoJ”) executing a massive QE program. However, the results have not been particularly impressive, with that economy slipping back into recession in the third quarter of 2014 following the consumption tax increase. Emerging markets’ economic growth was mixed, as certain regions such as Eastern Europe and the Middle East remained burdened by geopolitical turmoil. Many commodity producing emerging market economies also struggled as prices for most commodities fell. Countries such as India and Indonesia have benefited from business-friendly new administrations.

TOP INDIVIDUAL CONTRIBUTORS

During the reporting period, top performing holdings included information technology stocks Apple, Inc. and Facebook, Inc., and health care holding Gilead Sciences, Inc. Apple rallied after iPhone sales came in higher than analysts anticipated and the company announced a 7-for-1 stock split and increased both its dividend and share repurchases. In addition, the introduction of two new iPhones, and the upcoming introduction of a new Apple Watch product, resulted in strong performance. Facebook, the world’s number one social network, delivered strong evidence that it can thrive on smartphones and tablets, with increases in mobile advertising revenue. Gilead Sciences is a research-based biopharmaceutical company that discovers, develops and commercializes medicines. The company benefited from sales of its new hepatitis C drug Sovaldi and its flagship HIV drugs. Gilead also announced that the U.S. Food and Drug Administration had approved Zydelig for treatment of patients with three types of blood cancers.

TOP INDIVIDUAL DETRACTORS

Detractors from performance this reporting period included Amazon.com, Inc., Cameron International Corp. and Wynn Resorts Ltd. Amazon.com experienced declines this reporting period as increased spending limited profit growth, the newly launched Fire phone was greeted with poor reception, and a drop in the usage of Amazon Web Services led to a miss in revenue as compared to Wall Street expectations. Cameron International is a drilling equipment manufacturer that fell on weakness in the energy sector and a negative outlook on subsea drilling orders in upcoming years. We exited our position in Cameron International during the reporting period. Wynn Resorts is an operator of destination casino resorts in Las Vegas and Macau. Weakness in Macau gambling revenues negatively impacted the stock during the reporting period.

STRATEGY & OUTLOOK

Volatility in financial markets has resurfaced as the fragile global macroeconomic synchronization has stalled. Continued deceleration in China, as well as economic uncertainty in Europe has dented the market’s confidence in the fragile global economic recovery. The uncertainty of global demand, combined with the unconventional energy revolution in the U.S., has catalyzed a downward spiral in oil prices which has further clouded the outlook for emerging market economies dependent on commodities. Accordingly, we have seen a flight to quality and to safety as the U.S. dollar soars, U.S. Treasuries rally and yields plunge. The relative attractiveness of the U.S. economy, and those equities exposed to it, continue to shine, with slowly improving employment, stable to improving

3      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

consumption rates and a strengthening dollar. Perhaps the greatest risk we see in the near-term is the translation effect of overseas income into dollars, but these periods of dollar strength also correlate well with rising valuations in the U.S. financial markets. Our conviction has been reinforced that companies with capital discipline, strong management and sustainable competitive advantages have the greatest prospects for outperformance over time.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. or its affiliates.

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.

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, 2014. Performance is measured over a ten-fiscal-year period for both Classes. 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 and the Russell 1000 Growth Index. The S&P 500 Index is a capitalization-weighted index of 500 stocks intended to be a representative sample of leading companies in leading industries within the U.S. economy. The Russell 1000 Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The indices are unmanaged and cannot be purchased directly by investors. 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 comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

4      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

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. 988.8287. 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 include changes in share price and reinvested distributions but 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 CAPITAL APPRECIATION FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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.

Actual	Beginning     Account     Value     July 1, 2014		Ending         Account         Value         December 31, 2014		Expenses         Paid During         6 Months Ended         December 31, 2014
Non-Service shares	$	1,000.00	$	1,084.60	$	4.21
Service shares		1,000.00		1,083.20		5.53
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

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares		0.80%
Service shares		1.05

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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 CAPITAL APPRECIATION FUND/VA

STATEMENT OF INVESTMENTS December 31, 2014

	Shares		Value
Common Stocks—99.9%
Consumer Discretionary—20.9%
Auto Components—0.7%
Magna International, Inc.		65,650	$	7,135,499
Hotels, Restaurants & Leisure—1.9%
Chipotle Mexican Grill, Inc., Cl. A1		15,460		10,582,525
Dunkin’ Brands Group, Inc.		127,050		5,418,682
Wynn Resorts Ltd.		12,950		1,926,442
				17,927,649
Household Durables—1.2%
Harman International Industries, Inc.		103,970		11,094,639
Internet & Catalog Retail—1.2%
Amazon.com, Inc.1		4,734		1,469,197
TripAdvisor, Inc.1		139,430		10,409,844
				11,879,041
Media—5.6%
Time Warner, Inc.		238,975		20,413,244
Twenty-First Century Fox, Inc., Cl. B		712,340		26,278,223
Walt Disney Co. (The)		72,030		6,784,506
				53,475,973
Multiline Retail—2.2%
Macy’s, Inc.		316,370		20,801,327
Specialty Retail—4.1%
Tiffany & Co.		150,400		16,071,744
TJX Cos., Inc. (The)		338,130		23,188,955
				39,260,699
Textiles, Apparel & Luxury Goods—4.0%
NIKE, Inc., Cl. B		63,700		6,124,755
Ralph Lauren Corp., Cl. A		44,040		8,154,446
VF Corp.		313,090		23,450,441
				37,729,642
Consumer Staples—7.1%
Beverages—1.6%
Brown-Forman Corp., Cl. B		59,055		5,187,391
SABMiller plc		189,450		9,804,467
				14,991,858
Food & Staples Retailing—4.3%
Costco Wholesale Corp.		155,130		21,989,677
CVS Health Corp.		200,270		19,288,004
				41,277,681
Food Products—1.2%
Hershey Co. (The)		107,310		11,152,728
Energy—1.7%
Energy Equipment & Services—0.4%
Halliburton Co.		97,730		3,843,721
Oil, Gas & Consumable Fuels—1.3%
Antero Resources Corp.1		68,930		2,797,180
Cimarex Energy Co.		18,120		1,920,720
EOG Resources, Inc.		54,620		5,028,863
Pioneer Natural Resources Co.		19,840		2,953,184
				12,699,947
Financials—4.9%
Capital Markets—3.3%
Ameriprise Financial, Inc.		45,050		5,957,863
Charles Schwab Corp. (The)		584,660		17,650,885
Invesco Ltd.		199,300		7,876,336
				31,485,084
Consumer Finance—0.9%
Discover Financial Services		137,700		9,017,973

	Shares		Value
Insurance—0.7%
Aon plc		68,610	$	6,506,286
Health Care—23.4%
Biotechnology—11.6%
Biogen Idec, Inc.1		133,790		45,415,015
Celgene Corp.1		242,664		27,144,395
Gilead Sciences, Inc.1		375,710		35,414,425
Vertex Pharmaceuticals, Inc.1		23,645		2,809,026
				110,782,861
Health Care Equipment & Supplies—0.2%
ResMed, Inc.		34,440		1,930,707
Life Sciences Tools & Services—2.0%
Illumina, Inc.1		81,060		14,962,055
Thermo Fisher Scientific, Inc.		33,750		4,228,537
				19,190,592
Pharmaceuticals—9.6%
Actavis plc1		133,060		34,250,975
Allergan, Inc.		50,950		10,831,460
Bristol-Myers Squibb Co.		258,760		15,274,603
Novo Nordisk AS, Sponsored ADR		60,710		2,569,247
Perrigo Co. plc		86,250		14,417,550
Valeant Pharmaceuticals International, Inc.1		95,797		13,709,509
				91,053,344
Industrials—9.7%
Aerospace & Defense—0.7%
Raytheon Co.		63,260		6,842,834
Airlines—1.1%
Delta Air Lines, Inc.		216,170		10,633,402
Building Products—0.5%
Allegion plc		96,170		5,333,588
Commercial Services & Supplies—2.0%
Cintas Corp.		105,940		8,309,934
Tyco International plc		242,970		10,656,664
				18,966,598
Machinery—3.6%
Pall Corp.		136,520		13,817,189
Parker-Hannifin Corp.		120,210		15,501,080
Pentair plc		76,036		5,050,311
				34,368,580
Road & Rail—1.2%
Canadian Pacific Railway Ltd.		58,300		11,233,827
Trading Companies & Distributors—0.6%
United Rentals, Inc.1		56,580		5,771,726
Information Technology—31.1%
Communications Equipment—1.4%
Cisco Systems, Inc.		472,450		13,141,197
Internet Software & Services—8.8%
Alibaba Group Holding Ltd., Sponsored ADR1		52,400		5,446,456
Facebook, Inc., Cl. A1		497,380		38,805,587
Google, Inc., Cl. A1		18,020		9,562,493
LinkedIn Corp., Cl. A1		129,870		29,832,438
				83,646,974
IT Services—6.4%
Computer Sciences Corp.		162,300		10,233,015
MasterCard, Inc., Cl. A		307,790		26,519,187
Visa, Inc., Cl. A		91,617		24,021,977
				60,774,179
Software—5.0%
Oracle Corp.		498,870		22,434,184

7      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Software (Continued)
ServiceNow, Inc.1		114,460	$	7,766,111
Splunk, Inc.1		123,930		7,305,673
Workday, Inc., Cl. A1		123,980		10,118,008
				47,623,976
Technology Hardware, Storage & Peripherals—9.5%
Apple, Inc.		529,440		58,439,587
EMC Corp.		576,400		17,142,136
Western Digital Corp.		141,790		15,696,153
				91,277,876
Materials—1.1%
Chemicals—1.1%
Dow Chemical Co. (The)		62,870		2,867,500
Sherwin-Williams Co. (The)		27,770		7,304,621
				10,172,121
Total Common Stocks (Cost $686,330,741)				953,024,129

	Shares		Value
Investment Company—0.3%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%2,3 (Cost $3,087,900)		3,087,900	$	3,087,900
Total Investments, at Value (Cost $689,418,641)		100.2%		956,112,029
Net Other Assets (Liabilities)		(0.2)		(1,931,661)
Net Assets		100.0%	$	954,180,368

Footnotes to Statement of Investments

1. Non-income producing security.

2. Rate shown is the 7-day yield as of December 31, 2014.

3. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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         December 31, 2013	Gross Additions	Gross Reductions	Shares December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E	3,644,176	250,187,687	250,743,963	3,087,900
			Value	Income
Oppenheimer Institutional Money Market Fund, Cl. E			$                3,087,900	$                            8,319

See accompanying Notes to Financial Statements.

8      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $686,330,741)	$	953,024,129
Affiliated companies (cost $3,087,900)		3,087,900
		956,112,029
Cash		2,000,000
Receivables and other assets:
Dividends		813,357
Shares of beneficial interest sold		88,195
Other		68,050
Total assets		959,081,631
Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		4,681,635
Distribution and service plan fees		72,107
Trustees’ compensation		66,926
Shareholder communications		19,794
Other		60,801
Total liabilities		4,901,263
Net Assets	$	954,180,368
Composition of Net Assets
Par value of shares of beneficial interest	$	14,756
Additional paid-in capital		523,415,256
Accumulated net investment loss		(837,141)
Accumulated net realized gain on investments and foreign currency transactions		164,911,833
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		266,675,664
Net Assets	$	954,180,368

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 $616,862,207 and 9,509,254 shares of beneficial interest outstanding)	$64.87
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $337,318,161 and 5,246,317 shares of beneficial interest outstanding)	$64.30

See accompanying Notes to Financial Statements.

9      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $76,560)	$	9,081,231
Affiliated companies		8,319
Interest		52
Total investment income		9,089,602
Expenses
Management fees		6,567,456
Distribution and service plan fees - Service shares		855,769
Transfer and shareholder servicing agent fees:
Non-Service shares		612,637
Service shares		342,324
Shareholder communications:
Non-Service shares		41,501
Service shares		23,158
Trustees’ compensation		37,478
Custodian fees and expenses		14,835
Other		65,321
Total expenses		8,560,479
Less reduction to custodian expenses		(290)
Less waivers and reimbursements of expenses		(64,710)
Net expenses		8,495,479
Net Investment Income		594,123
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies		183,611,397
Foreign currency transactions		(8,182)
Net realized gain		183,603,215
Net change in unrealized appreciation/depreciation on:
Investments		(46,302,474)
Translation of assets and liabilities denominated in foreign currencies		(2,214,126)
Net change in unrealized appreciation/depreciation		(48,516,600)
Net Increase in Net Assets Resulting from Operations	$	135,680,738

See accompanying Notes to Financial Statements.

10      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended         December 31, 2014		Year Ended         December 31, 2013
Operations
Net investment income	$	594,123	$	3,375,027
Net realized gain		183,603,215		226,957,048
Net change in unrealized appreciation/depreciation		(48,516,600)		19,646,381
Net increase in net assets resulting from operations		135,680,738		249,978,456
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(2,755,561)		(5,856,634)
Service shares		(632,322)		(2,798,285)
		(3,387,883)		(8,654,919)
Distributions from net realized gain:
Non-Service shares		(15,002,872)		—
Service shares		(8,466,690)		—
		(23,469,562)		—
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(80,263,666)		(96,658,801)
Service shares		(65,500,468)		(93,891,544)
		(145,764,134)		(190,550,345)
Net Assets
Total increase (decrease)		(36,940,841)		50,773,192
Beginning of period		991,121,209		940,348,017
End of period (including accumulated net investment income (loss) of $(837,141) and $1,964,801, respectively)	$	954,180,368	$	991,121,209

See accompanying Notes to Financial Statements.

11      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

FINANCIAL HIGHLIGHTS

Non-Service Shares	Year Ended     December 31, 2014		Year Ended     December 31, 2013		Year Ended     December 31, 2012		Year Ended     December 30, 20111		Year Ended     December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	57.88	$	45.06	$	39.75	$	40.35	$	36.94
Income (loss) from investment operations:
Net investment income2		0.09		0.23		0.42		0.23		0.11
Net realized and unrealized gain (loss)		8.64		13.09		5.18		(0.69)		3.36
Total from investment operations		8.73		13.32		5.60		(0.46)		3.47
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.27)		(0.50)		(0.29)		(0.14)		(0.06)
Distributions from net realized gain		(1.47)		0.00		0.00		0.00		0.00
Total dividends and/or distributions to shareholders		(1.74)		(0.50)		(0.29)		(0.14)		(0.06)
Net asset value, end of period	$	64.87	$	57.88	$	45.06	$	39.75	$	40.35
Total Return, at Net Asset Value3		15.41%		29.74%		14.12%		(1.15)%		9.42%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	616,862	$	626,907	$	573,684	$	637,868	$	771,086
Average net assets (in thousands)	$	614,272	$	595,912	$	600,121	$	713,770	$	976,242
Ratios to average net assets:4
Net investment income		0.15%		0.44%		0.95%		0.57%		0.31%
Total expenses5		0.80%		0.81%		0.81%		0.80%		0.79%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.80%		0.80%		0.80%		0.80%		0.79%
Portfolio turnover rate		61%		77%		28%		27%		58%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	0.80%
Year Ended December 31, 2013	0.81%
Year Ended December 31, 2012	0.81%
Year Ended December 30, 2011	0.80%
Year Ended December 31, 2010	0.79%

See accompanying Notes to Financial Statements.

12      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

FINANCIAL HIGHLIGHTS Continued

Service Shares	Year Ended     December 31, 2014		Year Ended     December 31, 2013		Year Ended     December 31, 2012		Year Ended     December 30, 20111		Year Ended     December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	57.37	$	44.66	$	39.40	$	39.99	$	36.64
Income (loss) from investment operations:
Net investment income (loss)2		(0.06)		0.10		0.31		0.13		0.02
Net realized and unrealized gain (loss)		8.57		12.98		5.12		(0.68)		3.33
Total from investment operations		8.51		13.08		5.43		(0.55)		3.35
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.11)		(0.37)		(0.17)		(0.04)		0.00
Distributions from net realized gain		(1.47)		0.00		0.00		0.00		0.00
Total dividends and/or distributions to shareholders		(1.58)		(0.37)		(0.17)		(0.04)		0.00
Net asset value, end of period	$	64.30	$	57.37	$	44.66	$	39.40	$	39.99
Total Return, at Net Asset Value3		15.13%		29.43%		13.81%		(1.37)%		9.15%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	337,318	$	364,214	$	366,664	$	375,330	$	423,989
Average net assets (in thousands)	$	343,254	$	367,615	$	382,196	$	407,413	$	427,640
Ratios to average net assets:4
Net investment income (loss)		(0.10)%		0.20%		0.71%		0.32%		0.06%
Total expenses5		1.05%		1.06%		1.06%		1.05%		1.04%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.05%		1.05%		1.05%		1.05%		1.04%
Portfolio turnover rate		61%		77%		28%		27%		58%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1.05%
Year Ended December 31, 2013	1.06%
Year Ended December 31, 2012	1.06%
Year Ended December 30, 2011	1.05%
Year Ended December 31, 2010	1.04%

See accompanying Notes to Financial Statements.

13      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

NOTES TO FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Capital Appreciation Fund/VA (the “Fund”), a separate series of Oppenheimer Variable Account Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940Act”), as amended. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

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 New York Stock Exchange (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.

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.

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.

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

14      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

2. Significant Accounting Policies (Continued)

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.

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss       Carryforward1,2		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$24,550,440		$141,245,553		$—		$266,203,894

1. During the fiscal year ended December 31, 2014, the Fund did not utilize any capital loss carryforward.

2. During the fiscal year ended December 31, 2013, the Fund utilized $197,794,392 of capital loss carryforward to offset capital gains realized in that fiscal year.

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Increase to Accumulated Net Investment Loss		Reduction to Accumulated Net Realized Gain on Investments3
$18,611,466		$8,182		$18,603,284

3. $18,611,466, including $16,181,730 of long-term capital gain, was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended   December 31, 2014		Year Ended  December 31, 2013
Distributions paid from:
Ordinary income	$	3,387,883	$	8,654,919
Long-term capital gain		23,469,562		—
Total	$	26,857,445	$	8,654,919

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, 2014 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	$	689,890,411
Gross unrealized appreciation	$	271,048,989
Gross unrealized depreciation		(4,845,095)
Net unrealized appreciation	$	266,203,894

Use of Estimates. 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.

3. 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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations

15      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

16      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

3. Securities Valuation (Continued)

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

	Level 1— Unadjusted                 Quoted Prices		Level 2— Other Significant                 Observable Inputs		Level 3— Significant                 Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	199,304,469	$	—	$	—	$	199,304,469
Consumer Staples		57,617,800		9,804,467		—		67,422,267
Energy		16,543,668		—		—		16,543,668
Financials		47,009,343		—		—		47,009,343
Health Care		222,957,504		—		—		222,957,504
Industrials		93,150,555		—		—		93,150,555
Information Technology		296,464,202		—		—		296,464,202
Materials		10,172,121		—		—		10,172,121
Investment Company		3,087,900		—		—		3,087,900
Total Assets	$	946,307,562	$	9,804,467	$	—	$	956,112,029

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets.

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

5. 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:

17      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Shares of Beneficial Interest (Continued)

	Year Ended December 31, 2014				Year Ended December 31, 2013
	Shares		Amount		Shares		Amount
Non-Service Shares
Sold		297,082	$	17,790,087		300,888	$	15,140,401
Dividends and/or distributions reinvested		303,563		17,758,433		117,415		5,856,634
Redeemed		(1,922,275)		(115,812,186)		(2,319,735)		(117,655,836)
Net decrease		(1,321,630)	$	(80,263,666)		(1,901,432)	$	(96,658,801)
Service Share
Sold		259,544	$	15,480,606		192,139	$	9,432,352
Dividends and/or distributions reinvested		156,718		9,099,012		56,519		2,798,285
Redeemed		(1,518,264)		(90,080,086)		(2,109,967)		(106,122,181)
Net decrease		(1,102,002)	$	(65,500,468)		(1,861,309)	$	(93,891,544)

6. 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, 2014 were as follows:

	Purchases		Sales
Investment securities		$577,210,391		$754,432,275

7. 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	0.58

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.69% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of

18      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

7. Fees and Other Transactions with Affiliates (Continued)

Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors 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. The Manager has contractually agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; 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, 2014, the Manager waived fees and/or reimbursed the Fund $35,614 and $18,917 for Non-Service and Service shares, respectively.

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, 2014, the Manager waived fees and/or reimbursed the Fund $10,179 for IMMF management fees.

These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

8. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

19      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 (a separate series of Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Capital Appreciation Fund/VA as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 13, 2015

20      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

Capital gain distributions of $1.4691 per share were paid to Non-Service and Service shareholders, respectively, on June 18, 2014. 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, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 28.95% to arrive at the amount eligible for the corporate dividend-received deduction.

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.

21      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADIVSORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio manager and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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 Michael Kotlarz, the portfolio manager for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Manager, the Sub-Adviser and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund, 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 large growth funds underlying variable insurance products. The Board noted that the Fund underperformed its category median during the one-, three-, five- and ten-year periods. The Board considered the Fund’s change in portfolio management in May and June 2013. It also considered the Manager’s assertion that the fourth quarter of 2013 was marked by a strong “risk-off” shift in the equity markets, as investors moved away from growth equity stocks, which was a significant headwind for the Fund’s investment strategy. The Board also considered the top detractors from the Fund’s performance in the fourth quarter of 2013. The Board noted that Fund experienced improved performance in 2014, with the Fund’s year-to-date return ranking in the 56th percentile as of April 30, 2014.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the Sub-Adviser and the other expenses borne by the Fund. The Board noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other large 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 to those of retail 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 total expenses were higher than its peer group median and its category median and that its contractual management fees were lower than its peer group median and category median. The Board also considered that although the Fund’s total expenses rank in the fourth quintile, they are only seven basis points above the peer group median, as noted in the independent consultant’s report. Within the total asset range of $500 million to $1 billion, the Fund’s effective management fee rate was equal to its peer group median and slightly lower than its category median. The Manager has contractually agreed 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 waiver and/or reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

22      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

Economies of Scale and Profits Realized by the Manager and Sub-Adviser. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their 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 Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Managers 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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

23      OPPENHEIMER CAPITAL APPRECIATION 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 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.

24      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees (since 2013) and Trustee (since 1996) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 1990) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2012) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth: 1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr.

25      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

Robert J. Malone, Continued	Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
F. William Marshall, Jr., Trustee (since 2000) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Kotlarz, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. 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.

26      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

Michael Kotlarz, Vice President (since 2012) Year of Birth: 1972	Vice President of the Sub-Adviser (since March 2008). Senior Research Analyst of the Sub-Adviser (March 2008-May 2013). Managing Director of Equity Research at Ark Asset Management (March 2000-March 2008). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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. 988.8287.

27      OPPENHEIMER CAPITAL APPRECIATION FUND/VA

OPPENHEIMER CAPITAL APPRECIATION FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc. DBA OppenheimerFunds Services
Independent	KPMG LLP
Registered Public Accounting Firm
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

PORTFOLIO MANAGERS: Krishna Memani and Peter A. Strzalkowski, CFA

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception Date	1-Year	5-Year	10-Year
Non-Service Shares	4/3/85	7.27%	7.35%	0.72%
Service Shares	5/1/02	6.93	7.11	0.46
Barclays Credit Index		7.53	6.25	5.46
Barclays U.S. Aggregate Bond Index		5.97	4.45	4.71
Citigroup Broad Investment Grade Bond Index		5.91	4.39	4.81

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

CORPORATE BONDS & NOTES - TOP TEN INDUSTRIES

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Media	2.3
Automobiles	1.8
Electric Utilities	1.5
Food Products	1.3
Beverages	1.2

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on net assets.

CREDIT RATING BREAKDOWN	NRSRO ONLY TOTAL
AAA	38.5%
AA	5.3
A	14.4
BBB	29.4
BB	8.1
B	1.7
CCC	1.5
CC	0.3
D	0.8
Unrated	0.0
Total	100.0%

The percentages above are based on the market value of the Fund’s securities as of December 31, 2014, and are subject to change. Except for securities labeled and “Unrated,” and except for certain securities issued or guaranteed by a foreign sovereign, all securities have been rated by at least one Nationally Recognized Statistical Rating Organization (“NRSRO”), such as Standard & Poor’s (“S&P”). For securities rated only by an NRSRO other than S&P, OppenheimerFunds, Inc. (the “Sub-Adviser”) converts that rating to the equivalent S&P rating. If two or more NRSROs have assigned a rating to a security, the highest S&P equivalent rating is used. Unrated securities issued or guaranteed by a foreign sovereign are assigned a credit rating equal to the highest NRSRO rating assigned to that foreign sovereign. For securities not rated by an NRSRO, the Sub-Adviser uses its own credit analysis to assign ratings in categories similar to those of S&P. The use of similar categories is not an indication that the Sub-Adviser’s credit analysis process is consistent or comparable with any NRSRO’s process were that NRSRO to rate the same security. Fund assets invested in Oppenheimer Institutional Money Market Fund are assigned that fund’s S&P rating, which is currently AAA. For the purposes of this table, “investment-grade” securities are securities rated within the NRSROs’ four highest rating categories (AAA, AA, A and BBB). Unrated securities do not necessarily indicate low credit quality, and may or may not be the equivalent of investment-grade. Please consult the Fund’s prospectus and Statement of Additional Information for further information.

2      OPPENHEIMER CORE BOND FUND/VA

Fund Performance Discussion

The Fund’s Non-Service shares returned 7.27% during the reporting period. On a relative basis, the Barclays U.S. Aggregate Bond Index (the “Index”), the Barclays Credit Index and the Citigroup Broad Investment Grade Bond Index returned 5.97%, 7.53% and 5.91%, respectively. The Fund’s positive performance was driven largely by its investments in investment-grade corporate debt and mortgages.

MARKET OVERVIEW

To start 2014, the U.S. Federal Reserve (the “Fed”) began reducing its monthly purchases of U.S. government Treasuries and mortgage-backed securities (“MBS”) in steady $10 billion increments, and completed the process at the end of October, thereby ending the quantitative easing (“QE”) program’s purchases. Tapering the QE program in increments helped reduce market volatility and enabled investors to prepare for a post-QE market environment. Although data in the U.S. softened for the first quarter, partially attributed to cold weather effects across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and an estimated 5.0%, respectively.

While economic growth in the U.S. remained largely on track, it slowed in other areas, including Europe, parts of both Latin America and the Asia Pacific region. In Europe, positive data points that had emerged in 2013 and early 2014 largely reversed themselves later in the reporting period and the European Central Bank (the “ECB”) came under even greater pressure to provide a credible plan to boost growth and avoid deflation. In response, the ECB adopted a number of policies designed to stimulate growth. In Japan, which has been mired in economic weakness for years, the Abe administration has adopted even more aggressive economic policies with the Bank of Japan (the “BoJ”) executing a massive QE program. However, the results have not been particularly impressive, with that economy slipping back into recession in the third quarter of 2014 following the consumption tax increase. Emerging markets’ economic growth was mixed, as certain regions like Eastern Europe and the Middle East remained burdened by geopolitical turmoil. Many commodity producing emerging market economies also struggled as prices for most commodities fell. Oil prices fell significantly on oversupply combined with greater production of shale oil in North America.

Against this backdrop, the Treasury curve flattened in 2014 as strong demand pushed up prices on the 30-year bond as well as the 10-year note, although to a lesser degree. This can largely be attributed to anticipation by the financial markets that the Fed may move short-term rates higher at some point during 2015. Although, it is certainly worth noting that the Fed maintained its current forward guidance for interest rates by maintaining that it can be “patient in beginning to normalize the stance of monetary policy”. The last consumer price index (CPI) news release of the reporting period showed the annual inflation rate at 1.3% for the year ended November 30, 2014, which would indicate that inflation pressures are not heating up to any great extent in the U.S. economy.

FUND REVIEW

The Fund continued to favor corporate bonds, mortgages and other securitized products over government bonds this reporting period, which benefited performance as corporate bonds outperformed U.S. Treasuries during the reporting period. Top performing areas for the Fund on an absolute basis and relative to the Index included investment-grade corporate bonds and mortgages.

Among corporate bonds, the Fund benefited from its overweight relative to the Index in financials, which proved to be one of the better performing sectors of the year for both the Index and the Fund. In addition, the Fund’s holdings in the utilities sector performed positively, beating the modestly negative returns of the Index’s holdings in this sector. The Fund’s holdings in the telecommunications sector also outperformed, generating a positive return for the Fund during the year compared to a more sizeable loss for the Index.

Shortly after the July reversal in credit spreads, the market saw pressure on most corporate bond sectors, but in particular on the most directly commodity-sensitive sectors. Energy was hit particularly hard due to dramatically falling oil prices, but basic materials such as metals and mining and chemicals were also negatively impacted. While the Fund was not overweight these sectors, it was a challenge to further pare back the Fund’s exposure as quickly as possible as spreads in these sectors began to widen materially. Because the Fund had seen positive results from its holdings in the energy sector for the first half of the year, and we were quick to pare back risk when the sector came under pressure, the Fund was able to end the year with a positive contribution from the energy sector overall. However, basic materials had not seen the same amount of relative strength prior to the credit spread reversal and the Fund’s holdings in that area detracted from performance for the calendar year.

Among mortgages, the Fund had its largest exposure to government agency MBS, with a smaller allocation to non-agency MBS. The Fund also had positions in commercial MBS and asset-backed securities (“ABS”). Each of these positions produced positive results this reporting period as they offered relatively attractive yields, sparking greater demand as investors resumed their search for more competitive levels of current income.

3      OPPENHEIMER CORE BOND FUND/VA

During the reporting period, we decreased our allocation to agency debt and moved a portion of those assets into U.S. Treasuries to maintain liquidity in the Fund. While we increased our exposure to U.S. Treasuries, we maintained a significant underweight position in them, and our U.S. Treasury position minimally detracted from performance versus the Index. Our lack of exposure to foreign sovereign bonds denominated in U.S. dollars also detracted from relative performance. While these sovereign bonds performed positively for the Index this reporting period, we have avoided them in an attempt to limit volatility.

STRATEGY & OUTLOOK

Despite the end of the Fed’s asset purchase program and the potentially increasing likelihood that the Fed begins to hike rates sometime in 2015, central banks around the globe are either continuing or expected to begin implementing their own versions of extraordinary monetary policy in the face of global growth concerns and corresponding deflationary threats. Such policies provide the financial markets with ample liquidity and have pushed global interest rates lower. Lower global rates have made higher-yielding U.S. fixed income instruments more attractive to investors and the ensuing purchasing of such securities has resulted in lower U.S. interest rates as well. This sort of continuum may potentially keep rates low for some time.

Meanwhile, the U.S. economy continues to grow at a steady pace with credit growth continuing at moderate levels far below those which preceded the financial crisis. With consumers continuing to de-lever and companies generating solid free cash flow to support investments, acquisitions, debt levels, dividends, and share buybacks, we believe this trend could continue. As a result, we remain constructive on credit spreads which still provide good value relative to Treasuries and provide the Fund with carry, or yield advantage, which may prove beneficial in this environment. While rates may remain low, we acknowledge that they do have the potential to increase.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. and its affiliates.

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.

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, 2014. Performance is measured over a ten-fiscal-year period for both Classes. 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 Citigroup Broad Investment Grade Bond Index, the Barclays U.S. Aggregate Bond Index and the Barclays Credit Index. The Citigroup Broad Investment Grade Bond Index is an index of institutionally traded U.S. Treasury Bonds, government-sponsored bonds, mortgage-backed securities and corporate securities. The Barclays U.S. Aggregate Bond Index is an index of U.S. corporate and government bonds. The Barclays Credit Index is an index of non-convertible U.S. investment grade corporate bonds. The indices are unmanaged and cannot be purchased directly by investors. 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 comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

4      OPPENHEIMER CORE BOND FUND/VA

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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 CORE BOND FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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.

Actual	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During 6 Months Ended December 31, 2014
Non-Service shares	$	1,000.00	$	1,016.60	$	3.82
Service shares		1,000.00		1,015.50		5.09
Hypothetical
(5% return before expenses)
Non-Service shares		1,000.00		1,021.42		3.83
Service shares		1,000.00		1,020.16		5.10

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares	0 .75%
Service shares	1 .00

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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 CORE BOND FUND/VA

STATEMENT OF INVESTMENTSDecember 31, 2014

	Principal Amount		Value
Asset-Backed Securities—16.1%
Auto Loan—14.7%
American Credit Acceptance Receivables Trust:
Series 2012-2, Cl. D, 5.91%, 7/15/191	$	260,000	$	261,632
Series 2012-3, Cl. C, 2.78%, 9/17/181		90,000		90,208
Series 2013-2, Cl. B, 2.84%, 5/15/191		381,000		384,435
Series 2014-1, Cl. B, 2.39%, 11/12/191		520,000		521,652
Series 2014-2, Cl. A, 0.99%, 10/10/171		251,890		251,727
Series 2014-2, Cl. B, 2.26%, 3/10/201		135,000		134,915
Series 2014-3, Cl. B, 2.43%, 6/10/201		295,000		297,094
Series 2014-4, Cl. B, 2.60%, 10/12/201		145,000		145,087
AmeriCredit Automobile Receivables Trust:
Series 2012-2, Cl. E, 4.85%, 8/8/191		305,000		315,237
Series 2012-4, Cl. D, 2.68%, 10/9/18		75,000		75,628
Series 2012-5, Cl. C, 1.69%, 11/8/18		255,000		255,765
Series 2012-5, Cl. D, 2.35%, 12/10/18		365,000		367,723
Series 2013-1, Cl. C, 1.57%, 1/8/19		490,000		489,041
Series 2013-2, Cl. E, 3.41%, 10/8/201		345,000		347,883
Series 2013-4, Cl. D, 3.31%, 10/8/19		30,000		30,516
Series 2013-5, Cl. D, 2.86%, 12/8/19		225,000		225,098
Series 2014-2, Cl. D, 2.57%, 7/8/20		190,000		187,666
Series 2014-3, Cl. D, 3.13%, 10/8/20		155,000		156,064
Series 2014-4, Cl. D, 3.07%, 11/9/20		160,000		160,165
California Republic Auto Receivables Trust:
Series 2013-2, Cl. C, 3.32%, 8/17/20		230,000		231,057
Series 2014-2, Cl. C, 3.29%, 3/15/21		80,000		79,656
Series 2014-4, Cl. C, 3.56%, 9/15/21		100,000		99,982
Capital Auto Receivables Asset Trust:
Series 2013-4, Cl. D, 3.22%, 5/20/19		105,000		106,616
Series 2014-1, Cl. D, 3.39%, 7/22/19		115,000		117,083
Series 2014-3, Cl. D, 3.14%, 2/20/20		160,000		160,770
CarFinance Capital Auto Trust:
Series 2013-1A, Cl. A, 1.65%, 7/17/171		30,330		30,365
Series 2013-2A, Cl. B, 3.15%, 8/15/191		530,000		537,543
Series 2014-1A, Cl. A, 1.46%, 12/17/181		102,275		102,439
Centre Point Funding LLC, Series 2010-1A, Cl. 1,
5.43%, 7/20/161		33,934		34,384
CPS Auto Receivables Trust:
Series 2012-B, Cl. A, 2.52%, 9/16/191		202,610		203,831
Series 2014-A, Cl. A, 1.21%, 8/15/181		367,334		366,453
Series 2014-B, Cl. A, 1.11%, 11/15/181		234,757		233,712
Series 2014-C, Cl. A, 1.31%, 2/15/191		282,069		281,255
Credit Acceptance Auto Loan Trust:
Series 2013-1A, Cl. B, 1.83%, 4/15/211		235,000		234,724
Series 2013-2A, Cl. B, 2.26%, 10/15/211		260,000		261,521
Series 2014-1A, Cl. B, 2.29%, 4/15/221		200,000		200,382
Series 2014-2A, Cl. B, 2.67%, 9/15/221		160,000		159,859
DT Auto Owner Trust:
Series 2012-1A, Cl. D, 4.94%, 7/16/181		16,550		16,792
Series 2013-1A, Cl. D, 3.74%, 5/15/201		175,000		177,172
Series 2013-2A, Cl. D, 4.18%, 6/15/201		485,000		490,125
Series 2014-1A, Cl. D, 3.98%, 1/15/211		360,000		359,531
Series 2014-2A, Cl. D, 3.68%, 4/15/211		525,000		516,894
Series 2014-3A, Cl. D, 4.47%, 11/15/211		205,000		205,033
Exeter Automobile Receivables Trust:
Series 2012-2A, Cl. B, 2.22%, 12/15/171		205,000		206,121
Series 2012-2A, Cl. C, 3.06%, 7/16/181		35,000		35,268
Series 2013-2A, Cl. B, 3.09%, 7/16/181		595,000		602,043
Series 2013-2A, Cl. C, 4.35%, 1/15/191		320,000		324,377
Series 2014-1A, Cl. B, 2.42%, 1/15/191		230,000		229,971
Series 2014-1A, Cl. C, 3.57%, 7/15/191		230,000		228,486
Series 2014-2A, Cl. A, 1.06%, 8/15/181		78,602		78,493
Series 2014-2A, Cl. C, 3.26%, 12/16/191		110,000		107,741
First Investors Auto Owner Trust:
Series 2012-1A, Cl. C, 3.54%, 11/15/171		60,000		60,976
Series 2012-1A, Cl. D, 5.65%, 4/15/181		155,000		160,240
Series 2013-3A, Cl. B, 2.32%, 10/15/191		385,000		387,494
Series 2013-3A, Cl. C, 2.91%, 1/15/201		165,000		166,088
Series 2013-3A, Cl. D, 3.67%, 5/15/201		125,000		125,490
Series 2014-1A, Cl. D, 3.28%, 4/15/211		225,000		222,298
Series 2014-3A, Cl. D, 3.85%, 2/15/221		140,000		139,910

	Principal Amount		Value
Auto Loan (Continued)
Flagship Credit Auto Trust:
Series 2014-1, Cl. A, 1.21%, 4/15/191	$	169,390	$	169,005
Series 2014-2, Cl. A, 1.43%, 12/16/191		308,203		307,908
Ford Credit Floorplan Master Owner Trust A, Series
2012-2, Cl. C, 2.86%, 1/15/19		295,000		303,705
GM Financial Automobile Leasing Trust, Series
2014-1A, Cl. D, 2.51%, 3/20/191		545,000		546,224
Navistar Financial Dealer Note Master Owner Trust
II, Series 2014-1, Cl. D, 2.47%, 10/25/191,2		125,000		125,517
Navistar Financial Dealer Note Master Trust, Series
2013-2, Cl. D, 2.42%, 9/25/181,2		385,000		385,339
Santander Drive Auto Receivables Trust:
Series 2012-5, Cl. D, 3.30%, 9/17/18		835,000		860,267
Series 2012-6, Cl. D, 2.52%, 9/17/18		880,000		884,438
Series 2012-AA, Cl. D, 2.46%, 12/17/181		480,000		480,022
Series 2013-1, Cl. D, 2.27%, 1/15/19		240,000		238,621
Series 2013-2, Cl. D, 2.57%, 3/15/19		325,000		329,273
Series 2013-3, Cl. C, 1.81%, 4/15/19		100,000		99,990
Series 2013-4, Cl. D, 3.92%, 1/15/20		110,000		114,797
Series 2013-4, Cl. E, 4.67%, 1/15/201		360,000		376,739
Series 2013-5, Cl. C, 2.25%, 6/17/19		35,000		35,350
Series 2013-5, Cl. D, 2.73%, 10/15/19		215,000		215,744
Series 2013-A, Cl. C, 3.12%, 10/15/191		780,000		799,313
Series 2013-A, Cl. E, 4.71%, 1/15/211		270,000		279,857
Series 2014-1, Cl. D, 2.91%, 4/15/20		160,000		160,559
Series 2014-4, Cl. D, 3.10%, 11/16/20		185,000		185,422
SNAAC Auto Receivables Trust:
Series 2012-1A, Cl. C, 4.38%, 6/15/171		140,318		140,844
Series 2013-1A, Cl. C, 3.07%, 8/15/181		145,000		147,311
Series 2014-1A, Cl. A, 1.03%, 9/17/181		124,622		124,604
Series 2014-1A, Cl. D, 2.88%, 1/15/201		140,000		140,915
TCF Auto Receivables Owner Trust, Series 2014-1A,
Cl. C, 3.12%, 4/15/211		100,000		99,390
United Auto Credit Securitization Trust:
Series 2013-1, Cl. C, 2.22%, 12/15/171		145,000		145,345
Series 2014-1, Cl. D, 2.38%, 10/15/181		160,000		157,658
Westlake Automobile Receivables Trust:
Series 2014-1A, Cl. D, 2.20%, 2/15/211		155,000		153,548
Series 2014-2A, Cl. D, 2.86%, 7/15/211		165,000		164,971
				21,152,387
Equipment—0.9%
CLI Funding V LLC:
Series 2014-1A, Cl. A, 3.29%, 6/18/291		294,030		293,049
Series 2014-2A, Cl. A, 3.38%, 10/18/291		349,083		347,281
Cronos Containers Program I Ltd., Series 2014-2A,
Cl. A, 3.27%, 11/18/291		450,787		450,960
FRS I LLC, Series 2013-1A, Cl. A1, 1.80%, 4/15/431		81,702		80,795
Trip Rail Master Funding LLC, Series 2014-1A, Cl.
A1, 2.863%, 4/15/441		94,539		94,030
				1,266,115
Home Equity Loan—0.5%
Element Rail Leasing I LLC, Series 2014-1A, Cl. A1,
2.299%, 4/19/441		284,213		282,451
TAL Advantage V LLC:
Series 2014-1A, Cl. A, 3.51%, 2/22/391		352,917		354,902
Series 2014-2A, Cl. A1, 1.70%, 5/20/391		110,644		109,934
				747,287
Total Asset-Backed Securities (Cost $23,131,447)				23,165,789
Mortgage-Backed Obligations—59.6%
Government Agency—43.7%
FHLMC/FNMA/FHLB/Sponsored—43.5%
Federal Home Loan Mortgage Corp. Gold Pool:
5.00%, 12/1/34		6,979		7,733
5.50%, 9/1/39		615,577		688,583
6.00%, 5/1/18-10/1/29		935,972		1,056,015
6.50%, 4/1/18-4/1/34		237,405		268,764
7.00%, 8/1/16-10/1/37		291,103		335,917

7      OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal Home Loan Mortgage Corp. Gold Pool: (Continued)
8.00%, 4/1/16	$	17,651	$	17,941
9.00%, 8/1/22-5/1/25		23,140		25,572
Federal Home Loan Mortgage Corp. Non Gold Pool,
10.50%, 10/1/20		1,669		1,882
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 205, Cl. IO, 10.923%, 9/1/293		9,587		1,867
Series 206, Cl. IO, 0.00%, 12/1/293,4		147,548		36,575
Series 243, Cl. 6, 0.00%, 12/15/323,4		112,943		20,586
Federal Home Loan Mortgage Corp., Mtg.-Linked
Amortizing Global Debt Securities, Series 2012-1,
Cl. A10, 2.06%, 1/15/22		293,747		299,471
Federal Home Loan Mortgage Corp., Principal-Only
Stripped Mtg.-Backed Security, Series 176, Cl. PO,
4.284%, 6/1/265		53,158		49,770
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass
Pass-Through Certificates:
Series 151, Cl. F, 9.00%, 5/15/21		6,507		7,259
Series 1674, Cl. Z, 6.75%, 2/15/24		18,742		20,748
Series 2034, Cl. Z, 6.50%, 2/15/28		2,765		3,065
Series 2042, Cl. N, 6.50%, 3/15/28		7,126		7,930
Series 2043, Cl. ZP, 6.50%, 4/15/28		336,290		376,133
Series 2046, Cl. G, 6.50%, 4/15/28		20,136		22,457
Series 2053, Cl. Z, 6.50%, 4/15/28		2,951		3,271
Series 2066, Cl. Z, 6.50%, 6/15/28		352,502		388,353
Series 2195, Cl. LH, 6.50%, 10/15/29		261,643		291,097
Series 2220, Cl. PD, 8.00%, 3/15/30		1,647		1,943
Series 2326, Cl. ZP, 6.50%, 6/15/31		72,483		81,163
Series 2461, Cl. PZ, 6.50%, 6/15/32		315,137		352,670
Series 2470, Cl. LF, 1.161%, 2/15/322		2,513		2,585
Series 2500, Cl. FD, 0.661%, 3/15/322		75,893		76,936
Series 2526, Cl. FE, 0.561%, 6/15/292		100,874		101,898
Series 2538, Cl. F, 0.761%, 12/15/322		270,775		274,718
Series 2551, Cl. FD, 0.561%, 1/15/332		60,403		60,963
Series 2564, Cl. MP, 5.00%, 2/15/18		133,259		139,954
Series 2585, Cl. HJ, 4.50%, 3/15/18		74,722		77,916
Series 2635, Cl. AG, 3.50%, 5/15/32		48,796		50,887
Series 2707, Cl. QE, 4.50%, 11/15/18		25,748		27,090
Series 2770, Cl. TW, 4.50%, 3/15/19		15,532		16,392
Series 3010, Cl. WB, 4.50%, 7/15/20		36,748		38,853
Series 3025, Cl. SJ, 24.16%, 8/15/352		27,530		39,063
Series 3030, Cl. FL, 0.561%, 9/15/352		3,976		4,008
Series 3645, Cl. EH, 3.00%, 12/15/20		135,557		139,709
Series 3741, Cl. PA, 2.15%, 2/15/35		345,331		351,817
Series 3815, Cl. BD, 3.00%, 10/15/20		8,826		9,053
Series 3822, Cl. JA, 5.00%, 6/15/40		13,016		13,690
Series 3840, Cl. CA, 2.00%, 9/15/18		6,576		6,666
Series 3848, Cl. WL, 4.00%, 4/15/40		52,720		54,081
Series 3857, Cl. GL, 3.00%, 5/15/40		10,658		10,908
Series 4221, Cl. HJ, 1.50%, 7/15/23		124,701		125,168
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass
Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2074, Cl. S, 48.104%, 7/17/283		2,114		485
Series 2079, Cl. S, 0.00%, 7/17/283,4		3,888		913
Series 2130, Cl. SC, 49.556%, 3/15/293		153,132		30,723
Series 2526, Cl. SE, 26.823%, 6/15/293		4,556		878
Series 2796, Cl. SD, 49.444%, 7/15/263		226,358		49,626
Series 2920, Cl. S, 52.13%, 1/15/353		850,664		136,635
Series 2922, Cl. SE, 4.896%, 2/15/353		102,090		16,348
Series 3004, Cl. SB, 0.00%, 7/15/353,4		43,702		7,683
Series 3201, Cl. SG, 1.514%, 8/15/363		256,198		41,848
Series 3397, Cl. GS, 14.828%, 12/15/373		21,647		3,736
Series 3424, Cl. EI, 8.466%, 4/15/383		27,414		3,128
Series 3450, Cl. BI, 8.461%, 5/15/383		555,508		72,189
Series 3606, Cl. SN, 0.411%, 12/15/393		148,324		26,496
Federal National Mortgage Assn.:
3.50%, 1/15/456		5,415,000		5,642,445
4.00%, 1/25/456		16,660,000		17,776,004
4.50%, 1/15/456		20,405,000		22,147,751
5.00%, 1/1/456		2,760,000		3,049,418
6.00%, 1/1/456		160,000		181,464

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal National Mortgage Assn. Pool:
3.50%, 12/1/20-2/1/22	$	297,751	$	315,016
5.00%, 3/1/21-7/1/22		20,183		21,308
5.50%, 2/1/35-5/1/36		243,163		273,449
6.50%, 5/1/17-1/1/34		270,847		284,479
7.00%, 11/1/17-7/1/35		92,153		100,289
7.50%, 1/1/33		6,045		7,095
8.50%, 7/1/32		14,206		16,394
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 221, Cl. 2, 39.023%, 5/25/233		3,462		565
Series 222, Cl. 2, 16.943%, 6/25/233		362,880		77,553
Series 252, Cl. 2, 37.366%, 11/25/233		357,557		59,244
Series 294, Cl. 2, 9.848%, 2/25/283		38,543		6,547
Series 301, Cl. 2, 0.00%, 4/25/293,4		3,451		594
Series 303, Cl. IO, 7.796%, 11/25/293		68,245		12,747
Series 320, Cl. 2, 5.291%, 4/25/323		256,850		48,168
Series 321, Cl. 2, 0.00%, 4/25/323,4		707,871		123,137
Series 324, Cl. 2, 0.00%, 7/25/323,4		7,438		1,296
Series 331, Cl. 5, 0.00%, 2/25/333,4		10,589		2,363
Series 331, Cl. 9, 10.871%, 2/25/333		220,709		47,807
Series 334, Cl. 12, 0.00%, 3/25/333,4		17,557		3,826
Series 334, Cl. 17, 18.481%, 2/25/333		149,264		30,896
Series 339, Cl. 12, 0.00%, 6/25/333,4		246,700		47,918
Series 339, Cl. 7, 0.00%, 11/25/333,4		533,612		97,426
Series 343, Cl. 13, 0.00%, 9/25/333,4		243,603		41,034
Series 343, Cl. 18, 0.00%, 5/25/343,4		63,435		10,456
Series 345, Cl. 9, 0.00%, 1/25/343,4		177,657		35,136
Series 351, Cl. 10, 0.00%, 4/25/343,4		85,720		14,065
Series 351, Cl. 8, 0.00%, 4/25/343,4		139,295		22,672
Series 356, Cl. 10, 0.00%, 6/25/353,4		103,895		19,365
Series 356, Cl. 12, 0.00%, 2/25/353,4		50,571		8,079
Series 362, Cl. 13, 0.00%, 8/25/353,4		189,977		33,013
Series 364, Cl. 15, 0.00%, 9/25/353,4		10,111		1,740
Series 364, Cl. 16, 0.00%, 9/25/353,4		206,804		34,157
Series 365, Cl. 16, 0.00%, 3/25/363,4		304,505		44,703
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass
Pass-Through Certificates:
Series 1993-87, Cl. Z, 6.50%, 6/25/23		253,807		281,347
Series 1998-58, Cl. PC, 6.50%, 10/25/28		191,510		213,406
Series 1998-61, Cl. PL, 6.00%, 11/25/28		96,777		106,111
Series 1999-54, Cl. LH, 6.50%, 11/25/29		159,289		175,446
Series 2001-44, Cl. QC, 6.00%, 9/25/16		3,608		3,717
Series 2001-51, Cl. OD, 6.50%, 10/25/31		12,377		13,563
Series 2001-74, Cl. QE, 6.00%, 12/25/31		240,504		268,397
Series 2002-12, Cl. PG, 6.00%, 3/25/17		2,225		2,309
Series 2003-100, Cl. PA, 5.00%, 10/25/18		270,407		285,622
Series 2003-28, Cl. KG, 5.50%, 4/25/23		846,186		930,259
Series 2003-84, Cl. GE, 4.50%, 9/25/18		12,973		13,554
Series 2004-101, Cl. BG, 5.00%, 1/25/20		277,201		286,471
Series 2004-25, Cl. PC, 5.50%, 1/25/34		9,420		9,973
Series 2005-73, Cl. DF, 0.42%, 8/25/352		14,167		14,228
Series 2006-11, Cl. PS, 23.945%, 3/25/362		136,477		195,295
Series 2006-46, Cl. SW, 23.578%, 6/25/362		101,479		143,655
Series 2006-50, Cl. KS, 23.579%, 6/25/362		145,857		208,666
Series 2008-14, Cl. BA, 4.25%, 3/25/23		43,575		45,568
Series 2008-75, Cl. DB, 4.50%, 9/25/23		84,054		87,946
Series 2009-113, Cl. DB, 3.00%, 12/25/20		279,318		287,112
Series 2009-36, Cl. FA, 1.11%, 6/25/372		125,373		128,685
Series 2009-70, Cl. NT, 4.00%, 8/25/19		5,859		6,071
Series 2009-70, Cl. TL, 4.00%, 8/25/19		130,211		134,909
Series 2010-43, Cl. KG, 3.00%, 1/25/21		75,214		77,442
Series 2011-3, Cl. EL, 3.00%, 5/25/20		461,949		474,992
Series 2011-38, Cl. AH, 2.75%, 5/25/20		7,705		7,889
Series 2011-82, Cl. AD, 4.00%, 8/25/26		147,687		153,827
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass
Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2001-61, Cl. SH, 27.444%, 11/18/313		9,061		1,716
Series 2001-63, Cl. SD, 28.389%, 12/18/313		3,296		776
Series 2001-65, Cl. S, 26.892%, 11/25/313		227,340		42,915
Series 2001-68, Cl. SC, 19.132%, 11/25/313		2,094		406
Series 2001-81, Cl. S, 23.783%, 1/25/323		67,569		14,685

8      OPPENHEIMER CORE BOND FUND/VA

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security: (Continued)
Series 2002-28, Cl. SA, 33.12%, 4/25/323	$	2,061	$	393
Series 2002-38, Cl. SO, 43.02%, 4/25/323		5,702		1,003
Series 2002-39, Cl. SD, 34.171%, 3/18/323		3,770		847
Series 2002-47, Cl. NS, 29.536%, 4/25/323		205,089		41,485
Series 2002-48, Cl. S, 28.807%, 7/25/323		3,412		663
Series 2002-51, Cl. S, 29.751%, 8/25/323		188,272		37,227
Series 2002-52, Cl. SD, 32.272%, 9/25/323		265,363		54,888
Series 2002-52, Cl. SL, 31.316%, 9/25/323		2,130		419
Series 2002-53, Cl. SK, 29.473%, 4/25/323		13,137		2,882
Series 2002-56, Cl. SN, 30.541%, 7/25/323		4,652		1,036
Series 2002-60, Cl. SM, 28.718%, 8/25/323		30,221		4,802
Series 2002-7, Cl. SK, 25.247%, 1/25/323		14,343		2,481
Series 2002-77, Cl. BS, 23.376%, 12/18/323		18,822		4,676
Series 2002-77, Cl. IS, 38.588%, 12/18/323		9,714		2,220
Series 2002-77, Cl. SH, 30.753%, 12/18/323		97,160		19,099
Series 2002-84, Cl. SA, 33.159%, 12/25/323		222,688		41,787
Series 2002-9, Cl. MS, 24.871%, 3/25/323		3,585		730
Series 2002-90, Cl. SN, 29.819%, 8/25/323		15,547		2,482
Series 2002-90, Cl. SY, 35.423%, 9/25/323		11,145		1,759
Series 2003-26, Cl. DI, 5.126%, 4/25/333		10,524		1,859
Series 2003-33, Cl. SP, 27.698%, 5/25/333		232,379		50,450
Series 2003-4, Cl. S, 29.315%, 2/25/333		148,237		30,773
Series 2004-54, Cl. DS, 36.63%, 11/25/303		191,141		31,534
Series 2005-12, Cl. SC, 7.003%, 3/25/353		51,159		8,511
Series 2005-14, Cl. SE, 36.443%, 3/25/353		150,169		23,248
Series 2005-40, Cl. SA, 46.194%, 5/25/353		444,471		87,416
Series 2005-40, Cl. SB, 50.56%, 5/25/353		20,244		4,113
Series 2005-52, Cl. JH, 0.953%, 5/25/353		106,196		18,622
Series 2005-93, Cl. SI, 11.403%, 10/25/353		346,659		56,626
Series 2008-55, Cl. SA, 13.829%, 7/25/383		27,177		3,745
Series 2009-8, Cl. BS, 0.00%, 2/25/243,4		136,571		9,265
Series 2012-40, Cl. PI, 0.496%, 4/25/413		191,200		31,007
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Principal-Only Stripped Mtg.-Backed Security, Series 1993-184, Cl. M, 5.165%, 9/25/235		115,379		110,151
				62,324,584
GNMA/Guaranteed—0.2%
Government National Mortgage Assn. I Pool:
7.00%, 12/15/23-3/15/26		12,017		13,507
8.50%, 8/15/17-12/15/17		26,938		28,513
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 2002-15, Cl. SM, 60.833%, 2/16/323		329,525		54,458
Series 2007-17, Cl. AI, 13.251%, 4/16/373		99,276		20,469
Series 2011-52, Cl. HS, 9.034%, 4/16/413		663,626		139,995
Government National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass
Pass-Through Certificates:
Series 1999-32, Cl. ZB, 8.00%, 9/16/29		46,382		54,452
Series 2000-7, Cl. Z, 8.00%, 1/16/30		17,291		19,872
				331,266
Non-Agency—15.9%
Commercial—13.9%
Asset Securitization Corp., Interest-Only Stripped
Mtg.-Backed Security, Series 1997-D4, Cl. PS1, 0%,
4/14/293,4		1,705,468		56,348
Banc of America Commercial Mortgage Trust:
Series 2006-5, Cl. AM, 5.448%, 9/10/47		425,000		445,739
Series 2006-6, Cl. AM, 5.39%, 10/10/45		685,000		728,447
Banc of America Funding Trust, Series 2006-G, Cl.
2A4, 0.455%, 7/20/362		795,000		739,781
BCAP LLC Trust, Series 2011-R11, Cl. 18A5,
2.24%, 9/26/351,2		226,087		230,653
Bear Stearns ARM Trust:
Series 2005-2, Cl. A1, 2.58%, 3/25/352		249,594		252,759
Series 2005-9, Cl. A1, 2.43%, 10/25/352		270,837		267,834
Bear Stearns Commercial Mortgage Securities Trust,
Series 2006-T24, Cl. AM, 5.568%, 10/12/412		295,000		313,755

	Principal Amount		Value
Commercial (Continued)
Capital Lease Funding Securitization LP, Interest- Only Commercial Mtg. Pass-Through Certificates, Series 1997-CTL1, Cl. IO, 0%, 6/22/241,3,4	$	1,511,216	$	64,805
CD Commercial Mortgage Trust, Series 2006-CD2, Cl. AM, 5.346%, 1/15/462		420,000		437,151
Chase Mortgage Finance Trust, Series 2005-A2, Cl. 1A3, 2.483%, 1/25/362		180,258		171,054
CHL Mortgage Pass-Through Trust, Series 2005-17, Cl. 1A8, 5.50%, 9/25/35		31,080		30,675
Citigroup Commercial Mortgage Trust:
Series 2008-C7, Cl. AM, 6.142%, 12/10/492		410,000		449,390
Series 2013-GC11, Cl. D, 4.458%, 4/10/461,2		160,000		154,270
Citigroup Mortgage Loan Trust, Inc., Series 2006- AR1, Cl. 1A1, 2.50%, 10/25/352		466,972		464,216
COMM Mortgage Trust:
Series 2006-C7, Cl. AM, 5.781%, 6/10/462		695,000		734,611
Series 2012-CR4, Cl. D, 4.575%, 10/15/451,2		50,000		50,178
Series 2012-CR5, Cl. E, 4.335%, 12/10/451,2		75,000		74,251
Series 2013-CR7, Cl. D, 4.354%, 3/10/461,2		175,000		165,823
Series 2014-CR21, Cl. AM, 3.987%, 12/10/47		710,000		743,090
COMM Mortgage Trust, Interest-Only Stripped Mtg.-Backed Security, Series 2012-CR5, Cl. XA, 0%, 12/10/453,4		2,746,769		259,909
Commercial Mortgage Trust:
Series 2006-GG7, Cl. AM, 5.819%, 7/10/382		35,000		36,916
Series 2007-GG11, Cl. AM, 5.867%, 12/10/492		475,000		515,663
Series 2007-GG9, Cl. AM, 5.475%, 3/10/39		220,000		230,925
Credit Suisse Commercial Mortgage Trust:
Series 2006-C1, Cl. AJ, 5.467%, 2/15/392		275,000		286,106
Series 2006-C4, Cl. AM, 5.509%, 9/15/39		155,000		164,053
Credit Suisse First Boston Mortgage Securities Corp., Series 2005-C6, Cl. AJ, 5.23%, 12/15/402		410,000		420,567
CSMC:
Series 2006-6, Cl. 1A4, 6.00%, 7/25/36		264,953		206,449
Series 2009-13R, Cl. 4A1, 2.618%, 9/26/361,2		80,944		81,668
DBUBS Mortgage Trust, Series 2011-LC1A, Cl. E, 5.557%, 11/10/461,2		75,000		81,588
First Horizon Alternative Mortgage Securities Trust:
Series 2004-FA2, Cl. 3A1, 6.00%, 1/25/35		228,269		220,002
Series 2005-FA8, Cl. 1A6, 0.82%, 11/25/352		247,057		185,098
FREMF Mortgage Trust:
Series 2012-K501, Cl. C, 3.458%, 11/25/461,2		35,000		35,566
Series 2013-K25, Cl. C, 3.743%, 11/25/451,2		90,000		87,398
Series 2013-K26, Cl. C, 3.60%, 12/25/451,2		60,000		58,132
Series 2013-K27, Cl. C, 3.497%, 1/25/461,2		95,000		89,611
Series 2013-K28, Cl. C, 3.494%, 6/25/461,2		285,000		268,001
Series 2013-K502, Cl. C, 3.195%, 3/25/451,2		175,000		174,037
Series 2013-K712, Cl. C, 3.368%, 5/25/451,2		75,000		74,122
Series 2013-K713, Cl. C, 3.165%, 4/25/461,2		115,000		112,272
Series 2014-K715, Cl. C, 4.124%, 2/25/461,2		50,000		49,774
GE Capital Commercial Mortgage Corp., Series
2005-C4, Cl. AJ, 5.312%, 11/10/452		50,000		50,380
GS Mortgage Securities Trust, Series 2006-GG6, Cl. AM, 5.553%, 4/10/382		165,000		171,452
GSMSC Pass-Through Trust, Series 2009-3R, Cl. 1A2, 6%, 4/25/371,2		448,379		412,011
GSR Mortgage Loan Trust, Series 2005-AR4, Cl.
6A1, 5.226%, 7/25/352		159,417		158,083
JP Morgan Chase Commercial Mortgage Securities Trust:
Series 2005-CB13, Cl. AM, 5.284%, 1/12/432		30,000		30,857
Series 2006-CB16, Cl. AJ, 5.623%, 5/12/45		415,000		425,925
Series 2006-LDP8, Cl. AJ, 5.48%, 5/15/452		275,000		288,453
JP Morgan Mortgage Trust:
Series 2007-A1, Cl. 5A1, 2.576%, 7/25/352		109,731		109,472
Series 2007-S3, Cl. 1A90, 7.00%, 8/25/37		401,816		374,308
JP Morgan Resecuritization Trust:
Series 2009-11, Cl. 5A1, 2.618%, 9/26/361,2		308,243		309,100
Series 2009-5, Cl. 1A2, 2.607%, 7/26/361,2		406,510		351,949
JPMBB Commercial Mortgage Securities Trust:
Series 2014-C25, Cl. AS, 4.065%, 11/15/47		300,000		314,963

9      OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Commercial (Continued)
JPMBB Commercial Mortgage Securities Trust: (Continued)
Series 2014-C26, Cl. AS, 3.80%, 1/15/48	$	145,000	$	149,338
LB Commercial Conduit Mortgage Trust, Interest-
Only Stripped Mtg.-Backed Security, Series 1998-
C1, Cl. IO, 0%, 2/18/303,4		632,484		14,304
LB-UBS Commercial Mortgage Trust, Series 2006-
C4, Cl. AM, 5.853%, 6/15/382		185,000		196,494
Lehman Structured Securities Corp., Series 2002-
GE1, Cl. A, 2.514%, 7/26/241,2		68,406		59,625
Merrill Lynch Mortgage Trust, Series 2006-C2, Cl.
AM, 5.782%, 8/12/432		565,000		599,488
Morgan Stanley Bank of America Merrill Lynch Trust:
Series 2012-C6, Cl. E, 4.662%, 11/15/451,2		145,000		145,443
Series 2013-C7, Cl. D, 4.302%, 2/15/461,2		175,000		169,151
Series 2013-C8, Cl. D, 4.171%, 12/15/481,2		130,000		124,581
Series 2014-C19, Cl. AS, 3.832%, 12/15/47		595,000		615,105
Morgan Stanley Capital I Trust:
Series 2007-IQ13, Cl. AM, 5.406%, 3/15/44		540,000		575,594
Series 2007-IQ15, Cl. AM, 5.908%, 6/11/492		490,000		527,289
Morgan Stanley Reremic Trust, Series 2012-R3, Cl.
1B, 1.957%, 11/26/361,2		459,335		325,619
Morgan Stanley Resecuritization Trust, Series 2013-
R9, Cl. 3A, 2.362%, 6/26/461,2		383,542		387,609
Salomon Brothers Mortgage Securities VII, Inc.,
Interest-Only Stripped Mtg.-Backed Security, Series
1999-C1, Cl. X, 0%, 5/18/323,4		3,195,670		32
Structured Adjustable Rate Mortgage Loan Trust,
Series 2007-6, Cl. 3A1, 4.544%, 7/25/372		380,970		295,235
UBS-Barclays Commercial Mortgage Trust, Series
2012-C2, Cl. E, 4.889%, 5/10/631,2		65,000		64,837
Wachovia Bank Commercial Mortgage Trust:
Series 2005-C17, Cl. AJ, 5.224%, 3/15/422		175,000		175,100
Series 2005-C22, Cl. AM, 5.319%, 12/15/442		260,000		267,861
WaMu Mortgage Pass-Through Certificates Trust:
Series 2005-AR14, Cl. 1A4, 2.342%, 12/25/352		299,731		291,137
Series 2005-AR16, Cl. 1A1, 2.339%, 12/25/352		132,945		127,117
Wells Fargo Mortgage-Backed Securities Trust:
Series 2005-AR10, Cl. 1A1, 2.614%, 6/25/352		632,102		643,730
Series 2005-AR15, Cl. 1A6, 2.613%, 9/25/352		75,046		71,576
Series 2006-AR8, Cl. 2A4, 2.60%, 4/25/362		178,886		174,803
Series 2007-16, Cl. 1A1, 6.00%, 12/28/37		192,879		199,894
Series 2007-AR3, Cl. A4, 5.702%, 4/25/372		85,907		84,455
Series 2007-AR8, Cl. A1, 2.608%, 11/25/372		215,824		190,772
WF-RBS Commercial Mortgage Trust:
Series 2012-C10, Cl. D, 4.458%, 12/15/451,2		75,000		73,213
Series 2012-C7, Cl. E, 4.845%, 6/15/451,2		120,000		120,870
Series 2013-C11, Cl. D, 4.182%, 3/15/451,2		74,000		71,026
				19,950,938
Multi-Family—0.4%
Citigroup Mortgage Loan Trust, Inc., Series 2006-
AR3, Cl. 1A2A, 5.334%, 6/25/362		218,541		201,420
Wells Fargo Mortgage-Backed Securities Trust:
Series 2005-AR15, Cl. 1A2, 2.613%, 9/25/352		188,471		184,850
Series 2006-AR2, Cl. 2A3, 2.612%, 3/25/362		160,144		158,871
				545,141
Residential—1.6%
Banc of America Funding Trust:
Series 2007-1, Cl. 1A3, 6.00%, 1/25/37		222,446		202,567
Series 2007-C, Cl. 1A4, 5.293%, 5/20/362		88,251		85,606
Banc of America Mortgage Trust, Series 2007-1, Cl.
1A24, 6%, 3/25/37		142,108		133,897
Bear Stearns ARM Trust, Series 2006-1, Cl. A1,
2.36%, 2/25/362		310,067		309,921
Carrington Mortgage Loan Trust, Series 2006-FRE1,
Cl. A2, 0.28%, 7/25/362		161,733		159,057
CD Commercial Mortgage Trust, Series 2007-CD4,
Cl. AMFX, 5.366%, 12/11/492		115,000		119,486

	Principal Amount		Value
Residential (Continued)
CHL Mortgage Pass-Through Trust:
Series 2005-26, Cl. 1A8, 5.50%, 11/25/35	$	168,775	$	161,363
Series 2005-J4, Cl. A7, 5.50%, 11/25/35		23,531		24,791
GSR Mortgage Loan Trust, Series 2006-5F, Cl. 2A1,
6%, 6/25/36		130,519		124,242
MASTR Asset Backed Securities Trust, Series 2006-
WMC3, Cl. A3, 0.27%, 8/25/362		54,564		27,041
NC Finance Trust, Series 1999-I, Cl. D, 8.75%,
1/25/297,8		3,370,016		512,243
RALI Trust:
Series 2003-QS1, Cl. A2, 5.75%, 1/25/33		42,636		43,072
Series 2006-QS13, Cl. 1A8, 6.00%, 9/25/36		1,245		1,003
Series 2007-QS6, Cl. A28, 5.75%, 4/25/37		15,333		12,381
WaMu Mortgage Pass-Through Certificates Trust,
Series 2003-AR10, Cl. A7, 2.419%, 10/25/332		158,514		162,319
Wells Fargo Mortgage-Backed Securities Trust,
Series 2006-AR14, Cl. 1A2, 5.724%, 10/25/362		203,682		198,325
				2,277,314
Total Mortgage-Backed Obligations (Cost $89,167,628)				85,429,243
U.S. Government Obligations—1.2%
Federal National Mortgage Assn. Nts., 1%, 9/27/17		259,000		258,199
United States Treasury Nts., 1.625%, 4/30/19		1,438,000		1,442,944
Total U.S. Government Obligations (Cost $1,694,727)				1,701,143
Corporate Bonds and Notes—51.1%
Consumer Discretionary—8.5%
Auto Components—0.7%
Dana Holding Corp., 6.75% Sr. Unsec. Nts., 2/15/21		354,000		376,125
Johnson Controls, Inc., 4.625% Sr. Unsec.
Nts., 7/2/44		200,000		206,645
TRW Automotive, Inc., 7.25% Sr. Unsec.
Nts., 3/15/177		328,000		364,080
				946,850
Automobiles—1.8%
Daimler Finance North America LLC:
1.30% Sr. Unsec. Nts., 7/31/151		316,000		317,363
8.50% Sr. Unsec. Unsub. Nts., 1/18/31		237,000		363,416
Ford Motor Credit Co. LLC, 3.664% Sr.
Unsec. Nts., 9/8/24		796,000		799,205
General Motors Co., 6.25% Sr. Unsec. Nts.,
10/2/43		363,000		435,455
Hyundai Capital America, 1.45% Sr. Unsec.
Nts., 2/6/171		392,000		390,853
Kia Motors Corp., 3.625% Sr. Unsec. Nts.,
6/14/161		284,000		292,983
				2,599,275
Diversified Consumer Services—0.2%
Service Corp. International, 4.50% Sr. Unsec. Unsub. Nts., 11/15/20		365,000		360,438
Hotels, Restaurants & Leisure—1.1%
Brinker International, Inc., 2.60% Sr. Unsec.
Nts., 5/15/18		134,000		133,862
Carnival Corp., 1.20% Sr. Unsec. Nts., 2/5/16		386,000		385,945
Hyatt Hotels Corp., 3.875% Sr. Unsec.
Unsub. Nts., 8/15/16		65,000		67,475
Starwood Hotels & Resorts Worldwide, Inc.,
7.15% Sr. Unsec. Unsub. Nts., 12/1/19		261,000		307,931
Wyndham Worldwide Corp., 6% Sr. Unsec.
Nts., 12/1/16		335,000		360,492
Yum! Brands, Inc., 4.25% Sr. Unsec. Nts., 9/15/15		352,000		360,311
				1,616,016

10      OPPENHEIMER CORE BOND FUND/VA

	Principal Amount		Value
Household Durables—0.9%
Jarden Corp., 6.125% Sr. Unsec. Nts., 11/15/22	$	354,000	$	370,815
Lennar Corp., 4.75% Sr. Unsec. Nts., 11/15/22		365,000		359,525
Toll Brothers Finance Corp., 4% Sr. Unsec.
Nts., 12/31/18		364,000		365,820
Whirlpool Corp.:
1.35% Sr. Unsec. Nts., 3/1/17		104,000		103,775
1.65% Sr. Unsec. Nts., 11/1/17		85,000		84,783
				1,284,718
Media—2.3%
21st Century Fox America, Inc., 6.15% Sr.
Unsec. Nts., 2/15/41		162,000		206,915
CCO Holdings LLC/CCO Holdings Capital
Corp., 6.50% Sr. Unsec. Nts., 4/30/21		338,000		356,167
Comcast Cable Communications Holdings,
Inc., 9.455% Sr. Unsec. Nts., 11/15/22		242,000		348,434
Comcast Corp., 4.65% Sr. Unsec. Unsub.
Nts., 7/15/42		130,000		142,858
DIRECTV Holdings LLC/DIRECTV Financing
Co., Inc., 5.15% Sr. Unsec. Nts., 3/15/42		235,000		243,738
Historic TW, Inc.:
8.05% Sr. Unsec. Nts., 1/15/16		64,000		68,441
9.15% Debs., 2/1/23		96,000		130,770
Interpublic Group of Cos., Inc. (The), 4.20%
Sr. Unsec. Nts., 4/15/24		191,000		195,731
Lamar Media Corp., 5% Sr. Unsec. Sub.
Nts., 5/1/23		373,000		371,135
Numericable-SFR, 4.875% Sr. Sec. Nts.,
5/15/191		381,000		379,095
Pearson Funding Two plc, 4% Sr. Unsec.
Nts., 5/17/161		85,000		88,401
Sky plc, 3.75% Sr. Unsec. Nts., 9/16/241		165,000		166,346
Time Warner Cable, Inc., 4.50% Sr. Unsec.
Unsub. Nts., 9/15/42		381,000		393,209
Viacom, Inc.:
2.50% Sr. Unsec. Nts., 12/15/16		155,000		158,490
4.85% Sr. Unsec. Nts., 12/15/34		119,000		122,164
				3,371,894
Multiline Retail—0.1%
Macy’s Retail Holdings, Inc., 4.50% Sr.
Unsec. Nts., 12/15/34		87,000		87,888
Specialty Retail—0.9%
Bed Bath & Beyond, Inc., 5.165% Sr. Unsec.
Nts., 8/1/44		102,000		106,640
Best Buy Co., Inc., 5.50% Sr. Unsec. Nts.,
3/15/21		349,000		364,705
Home Depot, Inc. (The), 4.875% Sr. Unsec.
Nts., 2/15/44		142,000		165,721
L Brands, Inc., 7% Sr. Unsec. Nts., 5/1/20		42,000		47,880
Ross Stores, Inc., 3.375% Sr. Unsec. Nts.,
9/15/24		355,000		356,044
Sally Holdings LLC/Sally Capital, Inc., 5.75%
Sr. Unsec. Nts., 6/1/22		5,000		5,262
Signet UK Finance plc, 4.70% Sr. Unsec.
Nts., 6/15/24		192,000		185,614
				1,231,866
Textiles, Apparel & Luxury Goods—0.5%
Levi Strauss & Co., 6.875% Sr. Unsec. Nts.,
5/1/22		335,000		361,800
PVH Corp., 4.50% Sr. Unsec. Unsub. Nts.,
12/15/22		371,000		368,217
				730,017

	Principal Amount		Value
Consumer Staples—3.6%
Beverages—1.2%
Anheuser-Busch InBev Worldwide, Inc.,
8.20% Sr. Unsec. Unsub. Nts., 1/15/39	$	324,000	$	501,824
Constellation Brands, Inc., 3.75% Sr. Unsec.
Nts., 5/1/21		423,000		419,827
Pernod Ricard SA:
2.95% Sr. Unsec. Nts., 1/15/171		357,000		365,462
4.25% Sr. Unsec. Nts., 7/15/221		215,000		227,645
SABMiller Holdings, Inc., 4.95% Sr. Unsec.
Unsub. Nts., 1/15/421		206,000		232,965
				1,747,723
Food & Staples Retailing—0.6%
CVS Health Corp., 5.30% Sr. Unsec. Nts.,
12/5/43		84,000		100,814
Delhaize Group SA, 5.70% Sr. Unsec. Nts.,
10/1/40		215,000		226,344
Kroger Co., 6.90% Sr. Unsec. Nts., 4/15/38		90,000		120,153
Kroger Co. (The), 6.40% Sr. Unsec. Nts.,
8/15/17		319,000		356,799
				804,110
Food Products—1.3%
Bunge Ltd. Finance Corp.:
5.10% Sr. Unsec. Unsub. Nts., 7/15/15		332,000		339,282
8.50% Sr. Unsec. Nts., 6/15/19		289,000		354,856
ConAgra Foods, Inc., 1.35% Sr. Unsec. Nts.,
9/10/15		221,000		221,952
Kraft Foods Group, Inc., 5% Sr. Unsec. Nts.,
6/4/42		89,000		98,351
TreeHouse Foods, Inc., 4.875% Sr. Unsec.
Nts., 3/15/22		365,000		370,475
Tyson Foods, Inc.:
4.875% Sr. Unsec. Nts., 8/15/34		118,000		129,855
6.60% Sr. Unsec. Nts., 4/1/16		341,000		363,686
				1,878,457
Tobacco—0.5%
Altria Group, Inc., 10.20% Sr. Unsec. Nts.,
2/6/39		202,000		352,786
Reynolds American, Inc., 6.75% Sr. Unsec.
Nts., 6/15/17		325,000		362,257
				715,043
Energy—4.0%
Energy Equipment & Services—0.5%
Nabors Industries, Inc.:
2.35% Sr. Unsec. Nts., 9/15/16		294,000		291,002
4.625% Sr. Unsec. Nts., 9/15/21		155,000		145,834
Rowan Cos., Inc., 4.875% Sr. Unsec. Unsub.
Nts., 6/1/22		153,000		149,109
Weatherford International Ltd., 5.95% Sr.
Unsec. Nts., 4/15/42		97,000		82,385
				668,330
Oil, Gas & Consumable Fuels—3.5%
Anadarko Petroleum Corp., 6.20% Sr.
Unsec. Nts., 3/15/40		163,000		191,599
CNOOC Nexen Finance 2014 ULC, 1.625%
Sr. Unsec. Nts., 4/30/17		373,000		371,411
DCP Midstream LLC, 5.375% Sr. Unsec.
Nts., 10/15/151		290,000		299,078
Devon Energy Corp., 4.75% Sr. Unsec. Nts.,
5/15/42		162,000		163,701
El Paso Pipeline Partners Operating Co. LLC,
4.10% Sr. Unsec. Nts., 11/15/15		152,000		155,555
EnLink Midstream Partners LP, 2.70% Sr.
Unsec. Nts., 4/1/19		299,000		294,730
Enterprise Products Operating LLC, 3.75%
Sr. Unsec. Nts., 2/15/25		164,000		164,962

11      OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF INVESTMENTS    Continued

	Principal Amount		Value
Oil, Gas & Consumable Fuels (Continued)
Kinder Morgan Energy Partners LP, 4.15% Sr. Unsec. Nts., 2/1/24	$	167,000	$	166,885
Kinder Morgan, Inc.:
3.05% Sr. Unsec. Nts., 12/1/19		289,000		287,026
5.00% Sr. Unsec. Nts., 2/15/211		437,000		455,224
Noble Energy, Inc., 5.05% Sr. Unsec. Nts., 11/15/44		102,000		101,205
Origin Energy Finance Ltd.:
3.50% Sr. Unsec. Nts., 10/9/181		394,000		402,362
5.45% Sr. Unsec. Nts., 10/14/211		245,000		268,176
Phillips 66, 4.30% Sr. Unsec. Unsub. Nts., 4/1/22		155,000		163,887
Pioneer Natural Resources Co.:
3.95% Sr. Unsec. Nts., 7/15/22		157,000		155,649
6.65% Sr. Unsec. Nts., 3/15/17		301,000		329,948
Spectra Energy Partners LP:
4.60% Sr. Unsec. Nts., 6/15/21		238,000		257,978
4.75% Sr. Unsec. Nts., 3/15/24		194,000		208,333
Western Gas Partners LP, 4% Sr. Unsec. Nts., 7/1/22		182,000		184,764
Williams Partners LP, 4.50% Sr. Unsec. Nts., 11/15/23		194,000		196,127
Woodside Finance Ltd., 4.60% Sr. Unsec. Unsub. Nts., 5/10/211		274,000		292,308
				5,110,908
Financials—14.8%
Capital Markets—3.0%
Apollo Management Holdings LP, 4% Sr. Unsec. Nts., 5/30/241		312,000		318,151
Blackstone Holdings Finance Co. LLC, 5% Sr. Unsec. Nts., 6/15/441		382,000		411,966
Carlyle Holdings II Finance LLC, 5.625% Sr. Sec. Nts., 3/30/431		209,000		243,555
Credit Suisse, New York, 3.625% Sr. Unsec. Nts., 9/9/24		498,000		507,203
Goldman Sachs Group, Inc. (The), 5.70% Jr. Sub. Perpetual Bonds, Series L2,9		381,000		386,810
Lazard Group LLC, 4.25% Sr. Unsec. Nts., 11/14/20		337,000		355,642
Morgan Stanley:
5.00% Sub. Nts., 11/24/25		332,000		354,731
5.45% Jr. Sub. Perpetual Bonds, Series H2,9		355,000		356,083
Nomura Holdings, Inc., 2% Sr. Unsec. Nts., 9/13/16		373,000		376,263
Raymond James Financial, Inc., 5.625% Sr. Unsec. Unsub. Nts., 4/1/24		417,000		475,827
UBS Preferred Funding Trust V, 6.243% Jr. Sub. Perpetual Bonds, Series 12,9		556,000		575,465
				4,361,696
Commercial Banks—6.2%
Bank of America Corp.:
7.75% Jr. Sub. Nts., 5/14/38		354,000		501,545
8.00% Jr. Sub. Perpetual Bonds, Series K2,9		339,000		365,696
BNP Paribas SA, 3.25% Sr. Unsec. Nts., 3/3/23		421,000		429,970
Citigroup, Inc.:
6.675% Sub. Nts., 9/13/43		344,000		446,431
5.95% Jr. Sub. Perpetual Bonds, Series D2,9		368,000		362,940
Commerzbank AG, 8.125% Sub. Nts., 9/19/231		313,000		361,077
Credit Agricole SA, 8.375% Jr. Sub. Perpetual Bonds2,7,9		320,000		370,400
FirstMerit Bank NA, 4.27% Sub. Nts., 11/25/26		362,000		368,453
HSBC Finance Capital Trust IX, 5.911% Unsec. Sub. Nts., 11/30/352		890,000		903,350
Intesa Sanpaolo SpA, 5.017% Sub. Nts., 6/26/241		370,000		359,757

	Principal Amount		Value
Commercial Banks (Continued)
JPMorgan Chase & Co.:
3.625% Sr. Unsec. Nts., 5/13/24	$	710,000	$	727,621
6.75% Jr. Sub. Perpetual Bonds, Series S2,9		344,000		365,070
Lloyds Banking Group plc, 6.657% Jr. Sub. Perpetual Bonds1,2,9		334,000		357,380
Rabobank Capital Funding Trust III, 5.254% Jr. Sub. Perpetual Bonds2,7,9		667,000		695,681
Regions Bank, Birmingham AL, 6.45% Sub. Nts., 6/26/37		283,000		356,057
Royal Bank of Scotland Group plc, 7.64% Jr. Sub. Perpetual Bonds, Series U2,9		300,000		316,500
Societe Generale SA, 5.922% Jr. Sub. Perpetual Bonds1,2,9		370,000		385,495
SunTrust Banks, Inc.:
3.60% Sr. Unsec. Nts., 4/15/16		385,000		397,291
5.625% Jr. Sub. Perpetual Bonds2,9		370,000		372,081
Wells Fargo & Co., 5.90% Jr. Sub. Perpetual Bonds, Series S2,9		383,000		386,830
				8,829,625
Consumer Finance—0.9%
Ally Financial, Inc., 8% Sr. Unsec. Nts., 11/1/31		283,000		361,533
American Express Co., 5.20% Jr. Sub. Perpetual Bonds2,9		369,000		376,718
Discover Financial Services, 3.95% Sr. Unsec. Nts., 11/6/24		280,000		282,026
Synchrony Financial:
3.00% Sr. Unsec. Nts., 8/15/19		171,000		172,980
3.75% Sr. Unsec. Nts., 8/15/21		135,000		138,019
				1,331,276
Diversified Financial Services—0.9%
Berkshire Hathaway Energy Co., 4.50% Sr. Unsec. Nts., 2/1/451		185,000		194,386
Burlington Northern Santa Fe LLC, 3% Sr. Unsec. Nts., 3/15/23		309,000		308,572
Leucadia National Corp., 5.50% Sr. Unsec. Nts., 10/18/236		383,000		393,600
Voya Financial, Inc., 5.65% Jr. Sub. Nts., 5/15/532		355,000		353,225
				1,249,783
Insurance—2.9%
AIA Group Ltd., 4.875% Sr. Unsec. Nts., 3/11/441		292,000		333,249
AXIS Specialty Finance plc, 5.15% Sr. Unsec. Nts., 4/1/45		308,000		334,932
Five Corners Funding Trust, 4.419% Unsec. Nts., 11/15/231		310,000		328,403
Liberty Mutual Group, Inc.:
4.25% Sr. Unsec. Nts., 6/15/231		456,000		470,730
4.85% Sr. Unsec. Nts., 8/1/441		224,000		228,589
Lincoln National Corp., 6.05% Jr. Unsec. Sub. Nts., 4/20/672		688,000		691,440
Prudential Financial, Inc., 5.20% Jr. Sub. Nts., 3/15/442		300,000		298,125
Swiss Re Capital I LP, 6.854% Jr. Sub. Perpetual Bonds2,7,9		663,000		696,150
TIAA Asset Management Finance Co. LLC, 4.125% Sr. Unsec. Nts., 11/1/241		371,000		380,823
ZFS Finance USA Trust V, 6.50% Jr. Sub. Nts., 5/9/372,7		365,000		390,550
				4,152,991
Real Estate—0.1%
Ventas Realty LP, 1.25% Sr. Unsec. Nts., 4/17/17		151,000		149,730
Real Estate Investment Trusts (REITs)—0.8%
American Tower Corp.:
5.05% Sr. Unsec. Unsub. Nts., 9/1/20		149,000		161,856

12      OPPENHEIMER CORE BOND FUND/VA

	Principal Amount		Value
Real Estate Investment Trusts (REITs) (Continued)
American Tower Corp.: (Continued)
5.90% Sr. Unsec. Nts., 11/1/21	$	200,000	$	225,452
Corrections Corp. of America, 4.125% Sr. Unsec. Nts., 4/1/20		381,000		372,428
Hospitality Properties Trust, 4.65% Sr. Unsec. Nts., 3/15/24		186,000		190,863
Liberty Property LP, 5.50% Sr. Unsec. Nts., 12/15/16		228,000		244,986
				1,195,585
Health Care—3.3%
Biotechnology—0.2%
Gilead Sciences, Inc., 5.65% Sr. Unsec. Unsub. Nts., 12/1/41		232,000		288,335
Health Care Equipment & Supplies—0.8%
Becton Dickinson & Co., 4.685% Sr. Unsec. Nts., 12/15/44		202,000		218,440
CareFusion Corp.:
1.45% Sr. Unsec. Nts., 5/15/17		384,000		381,642
3.875% Sr. Unsec. Nts., 5/15/24		188,000		194,386
DENTSPLY International, Inc., 2.75% Sr. Unsec. Nts., 8/15/16		352,000		359,921
				1,154,389
Health Care Providers & Services—1.1%
Cardinal Health, Inc., 3.50% Sr. Unsec. Nts., 11/15/24		180,000		179,864
CHS/Community Health Systems, Inc., 5.125% Sr. Sec. Nts., 8/1/21		345,000		359,663
Express Scripts Holding Co., 3.50% Sr. Unsec. Nts., 6/15/24		185,000		184,719
Fresenius Medical Care US Finance II, Inc., 5.875% Sr. Unsec. Nts., 1/31/221		350,000		381,500
LifePoint Hospitals, Inc., 5.50% Sr. Unsec. Nts., 12/1/21		350,000		359,625
McKesson Corp., 4.883% Sr. Unsec. Nts., 3/15/44		89,000		98,433
				1,563,804
Life Sciences Tools & Services—0.4%
Life Technologies Corp., 3.50% Sr. Unsec. Nts., 1/15/16		23,000		23,288
Thermo Fisher Scientific, Inc.:
4.15% Sr. Unsec. Nts., 2/1/24		121,000		127,846
5.00% Sr. Unsec. Nts., 6/1/15		165,000		167,914
5.30% Sr. Unsec. Nts., 2/1/44		140,000		161,423
				480,471
Pharmaceuticals—0.8%
Actavis Funding SCS, 1.30% Sr. Unsec. Nts., 6/15/17		243,000		238,806
Hospira, Inc., 5.20% Sr. Unsec. Nts., 8/12/20		373,000		400,651
Mallinckrodt International Finance SA, 3.50% Sr. Unsec. Nts., 4/15/18		386,000		374,902
Perrigo Finance plc, 3.90% Sr. Unsec. Nts., 12/15/24		178,000		181,475
				1,195,834
Industrials—4.9%
Aerospace & Defense—0.9%
BAE Systems Holdings, Inc., 3.80% Sr. Unsec. Nts., 10/7/241		164,000		168,455
Huntington Ingalls Industries, Inc., 7.125% Sr. Unsec. Unsub. Nts., 3/15/21		342,000		371,070
L-3 Communications Corp.:
1.50% Sr. Unsec. Nts., 5/28/17		100,000		99,111
3.95% Sr. Unsec. Nts., 5/28/24		223,000		225,284
Northrop Grumman Corp., 4.75% Sr. Unsec. Nts., 6/1/43		85,000		95,285

	Principal Amount		Value
Aerospace & Defense (Continued)
Textron, Inc.:
3.875% Sr. Unsec. Nts., 3/1/25	$	111,000	$	111,422
4.30% Sr. Unsec. Nts., 3/1/24		189,000		197,843
6.20% Sr. Unsec. Nts., 3/15/15		28,000		28,282
				1,296,752
Building Products—0.3%
Owens Corning, 4.20% Sr. Unsec. Nts., 12/15/22		422,000		428,979
Commercial Services & Supplies—0.8%
Clean Harbors, Inc., 5.25% Sr. Unsec. Unsub. Nts., 8/1/20		395,000		398,950
Pitney Bowes, Inc., 4.625% Sr. Unsec. Nts., 3/15/24		255,000		261,497
Republic Services, Inc., 5.70% Sr. Unsec. Nts., 5/15/41		84,000		103,956
RR Donnelley & Sons Co., 7.625% Sr. Unsec. Nts., 6/15/20		315,000		347,288
				1,111,691
Electrical Equipment—0.2%
Sensata Technologies BV, 4.875% Sr. Unsec. Nts., 10/15/231		294,000		294,000
Industrial Conglomerates—0.4%
General Electric Capital Corp., 6.25% Jr. Sub. Perpetual Bonds, Series B2,9		574,000		627,813
Machinery—0.7%
Crane Co., 4.45% Sr. Unsec. Nts., 12/15/23		193,000		203,842
Ingersoll-Rand Global Holding Co. Ltd., 4.25% Sr. Unsec. Nts., 6/15/23		340,000		359,031
Starwood Hotels & Resorts Worldwide, Inc., 7.375% Sr. Unsec. Nts., 11/15/15		323,000		338,998
Trinity Industries, Inc., 4.55% Sr. Unsec. Nts., 10/1/24		153,000		148,895
				1,050,766
Professional Services—0.3%
Experian Finance plc, 2.375% Sr. Unsec. Nts., 6/15/171		361,000		364,439
Road & Rail—0.8%
ERAC USA Finance LLC, 3.85% Sr. Unsec. Nts., 11/15/241		177,000		179,863
Kansas City Southern de Mexico SA de CV, 3% Sr. Unsec. Nts., 5/15/23		315,000		306,814
Penske Truck Leasing Co. LP/PTL Finance Corp.:
2.50% Sr. Unsec. Nts., 3/15/161		368,000		373,244
4.25% Sr. Unsec. Nts., 1/17/231		230,000		239,141
				1,099,062
Trading Companies & Distributors—0.5%
Air Lease Corp., 3.875% Sr. Unsec. Nts., 4/1/21		383,000		386,830
International Lease Finance Corp., 5.875% Sr. Unsec. Unsub. Nts., 4/1/19		376,000		406,080
				792,910
Information Technology—2.3%
Communications Equipment—0.2%
Motorola Solutions, Inc., 3.50% Sr. Unsec. Nts., 3/1/23		212,000		209,049
Electronic Equipment, Instruments, & Components—0.6%
Arrow Electronics, Inc., 5.125% Sr. Unsec. Unsub. Nts., 3/1/21		407,000		440,756
Avnet, Inc., 4.875% Sr. Unsec. Unsub. Nts., 12/1/22		405,000		430,519
				871,275

13      OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF INVESTMENTS    Continued

	Principal Amount		Value
IT Services—0.6%
Fidelity National Information Services, Inc.:
1.45% Sr. Unsec. Nts., 6/5/17	$	297,000	$	295,621
3.50% Sr. Unsec. Nts., 4/15/23		207,000		206,126
Xerox Corp., 4.25% Sr. Unsec. Nts., 2/15/15		391,000		392,562
				894,309
Software—0.2%
Oracle Corp., 3.40% Sr. Unsec. Nts., 7/8/24		269,000		275,264
Technology Hardware, Storage & Peripherals—0.7%
Apple, Inc., 4.45% Sr. Unsec. Nts., 5/6/44		211,000		233,107
Hewlett-Packard Co., 2.65% Sr. Unsec. Unsub. Nts., 6/1/16		367,000		374,170
Seagate HDD Cayman:
3.75% Sr. Unsec. Nts., 11/15/181		340,000		349,775
4.75% Sr. Unsec. Nts., 1/1/251,6		50,000		51,693
				1,008,745
Materials—3.6%
Chemicals—1.1%
Agrium, Inc., 3.50% Sr. Unsec. Nts., 6/1/23		222,000		219,305
Eastman Chemical Co.:
3.00% Sr. Unsec. Nts., 12/15/15		182,000		185,520
4.65% Sr. Unsec. Nts., 10/15/44		92,000		94,523
LYB International Finance BV, 5.25% Sr. Unsec. Nts., 7/15/43		123,000		134,169
Methanex Corp., 4.25% Sr. Unsec. Nts., 12/1/24		184,000		183,564
Rockwood Specialties Group, Inc., 4.625% Sr. Unsec. Nts., 10/15/20		380,000		393,775
RPM International, Inc., 3.45% Sr. Unsec. Unsub. Nts., 11/15/22		306,000		301,866
				1,512,722
Construction Materials—0.3%
CRH America, Inc., 4.125% Sr. Unsec. Nts., 1/15/16		365,000		375,765
Containers & Packaging—0.9%
Packaging Corp. of America:
3.65% Sr. Unsec. Nts., 9/15/24		94,000		92,720
4.50% Sr. Unsec. Nts., 11/1/23		300,000		314,812
Rock-Tenn Co., 3.50% Sr. Unsec. Unsub. Nts., 3/1/20		617,000		626,857
Silgan Holdings, Inc., 5% Sr. Unsec. Nts., 4/1/20		308,000		314,160
				1,348,549
Metals & Mining—1.2%
Alcoa, Inc., 5.125% Sr. Unsec. Nts., 10/1/24		355,000		376,928
Carpenter Technology Corp., 4.45% Sr. Unsec. Unsub. Nts., 3/1/23		145,000		147,916
Freeport-McMoRan, Inc., 3.875% Sr. Unsec. Nts., 3/15/23		215,000		202,920
Glencore Canada Corp., 6% Sr. Unsec. Unsub. Nts., 10/15/15		370,000		382,560
Glencore Funding LLC, 4.625% Sr. Unsec. Nts., 4/29/241		284,000		286,528
Rio Tinto Finance USA plc, 4.125% Sr. Unsec. Nts., 8/21/42		105,000		102,364
Yamana Gold, Inc., 4.95% Sr. Unsec. Nts., 7/15/24		193,000		188,716
				1,687,932
Paper & Forest Products—0.1%
International Paper Co., 4.80% Sr. Unsec. Nts., 6/15/44		153,000		156,859
Telecommunication Services—3.2%
Diversified Telecommunication Services—2.9%
AT&T, Inc., 4.35% Sr. Unsec. Nts., 6/15/45		252,000		238,549

	Principal Amount		Value
Diversified Telecommunication Services (Continued)
British Telecommunications plc, 9.625% Sr. Unsec. Nts., 12/15/30	$	247,000	$	388,749
CenturyLink, Inc., 6.45% Sr. Unsec. Nts., 6/15/21		335,000		360,963
Cox Communications, Inc., 3.85% Sr. Unsec. Nts., 2/1/251		201,000		203,306
Deutsche Telekom International Finance BV, 5.75% Sr. Unsec. Nts., 3/23/16		325,000		343,365
Frontier Communications Corp., 8.50% Sr. Unsec. Nts., 4/15/20		344,000		385,280
Telecom Italia Capital SA, 7.721% Sr. Unsec. Unsub. Nts., 6/4/38		230,000		257,600
Telefonica Emisiones SAU, 7.045% Sr. Unsec. Unsub. Nts., 6/20/36		142,000		187,377
T-Mobile USA, Inc., 6.25% Sr. Unsec. Nts., 4/1/21		316,000		324,611
Verizon Communications, Inc.:
3.50% Sr. Unsec. Nts., 11/1/24		163,000		160,477
4.50% Sr. Unsec. Nts., 9/15/20		891,000		968,141
5.012% Sr. Unsec. Nts., 8/21/541		50,000		51,954
6.40% Sr. Unsec. Nts., 2/15/38		195,000		241,394
				4,111,766
Wireless Telecommunication Services—0.3%
America Movil SAB de CV, 4.375% Sr. Unsec. Unsub. Nts., 7/16/42		138,000		132,894
Rogers Communications, Inc., 6.75% Sr. Unsec. Nts., 3/15/15		102,000		103,193
Vodafone Group plc:
4.375% Sr. Unsec. Unsub. Nts., 2/19/43		119,000		116,439
6.25% Sr. Unsec. Nts., 11/30/32		125,000		153,073
				505,599
Utilities—2.9%
Electric Utilities—1.5%
American Transmission Systems, Inc., 5% Sr. Unsec. Nts., 9/1/441		99,000		106,328
EDP Finance BV, 6% Sr. Unsec. Nts., 2/2/181		340,000		368,818
ITC Holdings Corp.:
3.65% Sr. Unsec. Nts., 6/15/24		329,000		334,289
5.30% Sr. Unsec. Nts., 7/1/43		78,000		91,303
Jersey Central Power & Light Co., 4.70% Sr. Unsec. Nts., 4/1/241		198,000		211,779
Pennsylvania Electric Co., 5.20% Sr. Unsec. Nts., 4/1/20		73,000		80,575
PPL Capital Funding, Inc.:
3.50% Sr. Unsec. Unsub. Nts., 12/1/22		204,000		206,972
4.20% Sr. Sec. Nts., 6/15/226		38,000		40,320
PPL WEM Holdings Ltd., 5.375% Sr. Unsec. Unsub. Nts., 5/1/211		429,000		482,797
Trans-Allegheny Interstate Line Co., 3.85% Sr. Unsec. Nts., 6/1/251		226,000		230,296
				2,153,477
Independent Power and Renewable Electricity Producers—0.2%
Dayton Power & Light Co. (The), 1.875% Sec. Nts., 9/15/16		272,000		275,192
NRG Yield Operating LLC, 5.375% Sr. Unsec. Nts., 8/15/241		57,000		58,140
				333,332
Multi-Utilities—1.2%
CenterPoint Energy, Inc., 5.95% Sr. Unsec. Nts., 2/1/17		327,000		356,742
CMS Energy Corp.:
3.875% Sr. Unsec. Nts., 3/1/24		202,000		210,150
5.05% Sr. Unsec. Unsub. Nts., 3/15/22		286,000		321,127
Consolidated Edison Co. of New York, Inc., 4.625% Sr. Unsec. Nts., 12/1/54		84,000		92,436
Dominion Gas Holdings LLC, 4.60% Sr. Unsec. Nts., 12/15/44		141,000		148,311

14      OPPENHEIMER CORE BOND FUND/VA

	Principal Amount		Value
Multi-Utilities (Continued)
Dominion Resources, Inc., 2.50% Sr. Unsec. Nts., 12/1/19	$	259,000	$	260,055
NiSource Finance Corp., 4.80% Sr. Unsec. Nts., 2/15/44		90,000		96,272
TECO Finance, Inc., 6.75% Sr. Unsec. Nts., 5/1/15		216,000		220,084
				1,705,177
Total Corporate Bonds and Notes (Cost $70,889,761)				73,323,284

	Shares
Investment Company—4.5%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%10,11 (Cost $6,496,088)		6,496,088		6,496,088
Total Investments, at Value (Cost $191,379,651)		132.5%		190,115,547
Net Other Assets (Liabilities)		(32.5)		(46,683,804)
Net Assets		100.0%	$	143,431,743

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 $34,415,854 or 23.99% of the Fund’s net assets as of December 31, 2014.

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

3. 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 $2,523,089 or 1.76% of the Fund’s net assets as of December 31, 2014.

4. Interest rate is less than 0.0005%.

5. 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 $159,921 or 0.11% of the Fund’s net assets as of December 31, 2014.

6. All or a portion of the security position is when-issued or delayed delivery to be delivered and settled after December 31, 2014. See Note 4 of the accompanying Notes.

7. Restricted security. The aggregate value of restricted securities as of December 31, 2014 was $3,029,104, which represents 2.11% of the Fund’s net assets. See Note 4 of the accompanying Notes. Information concerning restricted securities is as follows:

Security	Acquisition Dates		Cost		Value		Unrealized   Appreciation/   (Depreciation)
Credit Agricole SA, 8.375% Jr. Sub. Perpetual Bonds		10/27/14-11/13/14	$	369,655	$	370,400	$	745
NC Finance Trust, Series 1999-I, Cl. D, 8.75%, 1/25/29		8/10/10		3,281,116		512,243		(2,768,873)
Rabobank Capital Funding Trust III, 5.254% Jr. Sub. Perpetual Bonds		5/1/13-5/8/13		676,311		695,681		19,370
Swiss Re Capital I LP, 6.854% Jr. Sub. Perpetual Bonds		3/10/10-2/16/12		607,808		696,150		88,342
TRW Automotive, Inc., 7.25% Sr. Unsec. Nts., 3/15/17		3/31/14-4/8/14		365,151		364,080		(1,071)
ZFS Finance USA Trust V, 6.50% Jr. Sub. Nts., 5/9/37		11/20/13		381,200		390,550		9,350
			$	5,681,241	$	3,029,104	$	(2,652,137)

8. This security is not accruing income because the issuer has missed an interest payment on it and/or is not anticipated to make future interest and or principal payments. The rate shown is the original contractual interest rate. See Note 4 of the 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. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross Additions		Gross Reductions		Shares December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		22,407,494		55,906,841		71,818,247		6,496,088

	Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E	$	6,496,088	$	6,445

11. Rate shown is the 7-day yield as of December 31, 2014.

Futures Contracts as of December 31, 2014
Description	Exchange		Buy/Sell		Expiration Date		Number of Contracts		Value		Unrealized Appreciation (Depreciation)
United States Treasury Long Bonds		CBT		Sell		3/20/15		73	$	10,553,063	$	(112,046)
United States Treasury Nts., 10 yr.		CBT		Sell		3/20/15		6		760,781		1,486
United States Treasury Nts., 2 yr.		CBT		Sell		3/31/15		133		29,072,969		50,150
United States Treasury Nts., 5 yr.		CBT		Buy		3/31/15		3		356,789		(857)
United States Treasury Ultra Bonds		CBT		Buy		3/20/15		67		11,067,563		420,142
											$	358,875

See accompanying Notes to Financial Statements.

15    OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $184,883,563)	$	183,619,459
Affiliated companies (cost $6,496,088)		6,496,088
		190,115,547
Cash		492,719
Cash used for collateral on futures		200,000
Receivables and other assets:
Investments sold on a when-issued or delayed delivery basis		3,804,418
Interest, dividends and principal paydowns		953,109
Shares of beneficial interest sold		159,690
Variation margin receivable		23,500
Other		28,603
Total assets		195,777,586
Liabilities
Payables and other liabilities:
Investments purchased on a when-issued or delayed delivery basis		52,190,099
Shares of beneficial interest redeemed		36,486
Variation margin payable		28,955
Trustees’ compensation		27,828
Shareholder communications		11,347
Distribution and service plan fees		11,212
Other		39,916
Total liabilities		52,345,843
Net Assets	$	143,431,743
Composition of Net Assets
Par value of shares of beneficial interest	$	18,112
Additional paid-in capital		220,331,954
Accumulated net investment income		4,847,120
Accumulated net realized loss on investments		(80,860,214)
Net unrealized depreciation on investments		(905,229)
Net Assets	$	143,431,743
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 $90,756,413 and 11,407,863 shares of beneficial interest outstanding)		$7.96
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $52,675,330 and 6,703,681 shares of beneficial interest outstanding)		$7.86

See accompanying Notes to Financial Statements.

16      OPPENHEIMER CORE BOND FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Investment Income
Interest - Unaffiliated companies	$	5,638,449
Fee income on when-issued securities		1,032,930
Dividends - affiliated companies		6,445
Total investment income		6,677,824
Expenses
Management fees		894,939
Distribution and service plan fees - Service shares		137,684
Transfer and shareholder servicing agent fees:
Non-Service shares		94,084
Service shares		55,072
Shareholder communications:
Non-Service shares		21,362
Service shares		12,509
Custodian fees and expenses		36,411
Trustees’ compensation		17,129
Other		57,986
Total expenses		1,327,176
Less reduction to custodian expenses		(12)
Less waivers and reimbursements of expenses		(70,810)
Net expenses		1,256,354
Net Investment Income		5,421,470
Realized and Unrealized Gain
Net realized gain on:
Investments from unaffiliated companies		2,222,235
Closing and expiration of futures contracts		936,466
Net realized gain		3,158,701
Net change in unrealized appreciation/depreciation on:
Investments		1,376,017
Futures contracts		351,257
Net change in unrealized appreciation/depreciation		1,727,274
Net Increase in Net Assets Resulting from Operations	$	10,307,445

See accompanying Notes to Financial Statements.

17      OPPENHEIMER CORE BOND FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014			Year Ended December 31, 2013
Operations
Net investment income	$	5,421,470		$	7,267,680
Net realized gain		3,158,701			125,040
Net change in unrealized appreciation/depreciation		1,727,274			(7,829,173	)
Net increase (decrease) in net assets resulting from operations		10,307,445			(436,453	)
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(4,942,642	)		(5,333,237	)
Service shares		(2,786,126	)		(3,004,980	)
		(7,728,768	)		(8,338,217	)
Beneficial Interest Transactions
Net decrease in net assets resulting from beneficial interest transactions:
Non-Service shares		(7,710,673	)		(14,737,860	)
Service shares		(3,167,239	)		(6,439,915	)
		(10,877,912	)		(21,177,775	)
Net Assets
Total decrease		(8,299,235	)		(29,952,445	)
Beginning of period		151,730,978			181,683,423
End of period (including accumulated net investment income of $4,847,120 and $7,270,382, respectively)	$	143,431,743		$	151,730,978

See accompanying Notes to Financial Statements.

18      OPPENHEIMER CORE BOND FUND/VA

FINANCIAL HIGHLIGHTS

Non-Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	7 .83	$	8 .26	$	7 .88	$	7 .73	$	7 .07
Income (loss) from investment operations:
Net investment income2		0 .30		0 .36		0 .35		0 .36		0 .40
Net realized and unrealized gain (loss)		0 .26		(0 .37)		0 .44		0 .25		0 .40
Total from investment operations		0 .56		(0 .01)		0 .79		0 .61		0 .80
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .43)		(0 .42)		(0 .41)		(0 .46)		(0 .14)
Net asset value, end of period	$	7 .96	$	7 .83	$	8 .26	$	7 .88	$	7 .73
Total Return, at Net Asset Value3		7 .27%		(0 .10)%		10 .29%		8 .27%		11 .42%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	90,757	$	96,785	$	116,989	$	122,271	$	132,557
Average net assets (in thousands)	$	94,336	$	105,012	$	119,547	$	127,341	$	136,333
Ratios to average net assets:4
Net investment income		3 .72%		4 .51%		4 .34%		4 .71%		5 .32%
Total expenses5		0 .80%		0 .80%		0 .77%		0 .77%		0 .79%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0 .75%		0 .75%		0 .75%		0 .75%		0 .70%
Portfolio turnover rate6		127%		115%		140%		99%		98%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	0 .81	%
Year Ended December 31, 2013	0 .81	%
Year Ended December 31, 2012	0 .79	%
Year Ended December 30, 2011	0 .79	%
Year Ended December 31, 2010	0 .80	%

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, 2014		$560,409,975		$543,669,748
Year Ended December 31, 2013		$776,927,298		$806,883,121
Year Ended December 31, 2012		$930,202,858		$942,406,652
Year Ended December 31, 2011		$911,850,847		$909,531,196
Year Ended December 31, 2010		$775,240,942		$766,486,357
Year Ended December 31, 2009		$977,840,247		$1,009,549,121

See accompanying Notes to Financial Statements.

19      OPPENHEIMER CORE BOND FUND/VA

FINANCIAL HIGHLIGHTS Continued

Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	7 .74	$	8 .17	$	7 .79	$	7 .65	$	6 .99
Income (loss) from investment operations:
Net investment income2		0 .27		0 .34		0 .33		0 .34		0 .37
Net realized and unrealized gain (loss)		0 .26		(0 .37)		0 .44		0 .24		0 .41
Total from investment operations		0 .53		(0 .03)		0 .77		0 .58		0 .78
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .41)		(0 .40)		(0 .39)		(0 .44)		(0 .12)
Net asset value, end of period	$	7 .86	$	7 .74	$	8 .17	$	7 .79	$	7 .65
Total Return, at Net Asset Value3		6 .93%		(0.38)%		10.17%		7 .93%		11.28%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	52,675	$	54,946	$	64,694	$	62,294	$	56,562
Average net assets (in thousands)	$	55,215	$	59,523	$	67,116	$	58,629	$	57,313
Ratios to average net assets:4
Net investment income		3 .47%		4 .26%		4 .07%		4 .42%		5 .06%
Total expenses5		1 .04%		1 .05%		1 .02%		1 .02%		1 .04%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1 .00%		1 .00%		1 .00%		1 .00%		0 .95%
Portfolio turnover rate6		127%		115%		140%		99%		98%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1 .05	%
Year Ended December 31, 2013	1 .06	%
Year Ended December 31, 2012	1 .04	%
Year Ended December 30, 2011	1 .04	%
Year Ended December 31, 2010	1 .05	%

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, 2014		$560,409,975		$543,669,748
Year Ended December 31, 2013		$776,927,298		$806,883,121
Year Ended December 31, 2012		$930,202,858		$942,406,652
Year Ended December 31, 2011		$911,850,847		$909,531,196
Year Ended December 31, 2010		$775,240,942		$766,486,357
Year Ended December 31, 2009		$977,840,247		$1,009,549,121

See accompanying Notes to Financial Statements.

20      OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Core Bond Fund/VA (the “Fund”), a separate series of Oppenheimer Variable Account Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s main investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

    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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

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.

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.

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.

21      OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2,3,4,5		Net Unrealized Depreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$5,718,172		$—		$80,452,055		$1,326,529

1. As of December 31, 2014, the Fund had $80,341,294 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.

Expiring
2016	$	5,271,444
2017		75,069,850
Total	$	80,341,294

2. As of December 31, 2014, the Fund had $104,469 of post-October losses available to offset future realized capital gains, if any.

3. The Fund had $6,292 of straddle losses which were deferred.

4 During the fiscal year ended December 31, 2014, the Fund utilized $3,087,162 capital loss carryforward to offset capital gains realized in that fiscal year.

5. During the fiscal year ended December 31, 2013, the Fund utilized $329,285 of capital loss carryforward to offset capital gains realized in that fiscal year.

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Reduction to Accumulated Net Investment Income	Reduction to Accumulated Net Realized Loss on Investments
$115,964		$115,964

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended December 31, 2014		Year Ended December 31, 2013
Distributions paid from:
Ordinary income	$	7,728,768	$	8,338,217

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, 2014 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	$	191,442,076
Federal tax cost of other investments		358,875
Total federal tax cost	$	191,800,951
Gross unrealized appreciation	$	4,589,406
Gross unrealized depreciation		(5,915,935	)
Net unrealized depreciation	$	(1,326,529	)

Use of Estimates. 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.

3. 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.

    The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

22      OPPENHEIMER CORE BOND FUND/VA

3. Securities Valuation (Continued)

Valuation Methods and Inputs

    Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

    The following methodologies are used to determine the market value or the fair value of the types of securities described below:

    Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

    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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

    Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

    Structured securities, swaps, swaptions, and other over-the-counter derivatives are valued utilizing evaluated prices obtained from third party pricing services or broker-dealers.

    Futures contracts and futures options 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.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Structured securities	Relevant market information such as the price of underlying financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, or the occurrence of other specific events.
Swaps	Relevant market information, including underlying reference assets such as credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures, and forward currency rates.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

23      OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

    To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices			Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Asset-Backed Securities	$	—		$	23,165,789	$	—	$	23,165,789
Mortgage-Backed Obligations		—			84,792,570		636,673		85,429,243
U.S. Government Obligations		—			1,701,143		—		1,701,143
Corporate Bonds and Notes		—			73,323,284		—		73,323,284
Investment Company		6,496,088			—		—		6,496,088
Total Investments, at Value		6,496,088			182,982,786		636,673		190,115,547
Other Financial Instruments:
Futures contracts		471,778			—		—		471,778
Total Assets	$	6,967,866		$	182,982,786	$	636,673	$	190,587,325
Liabilities Table
Other Financial Instruments:
Futures contracts	$	(112,903	)	$	—	$	—	$	(112,903)
Total Liabilities	$	(112,903	)	$	—	$	—	$	(112,903)

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

The table below shows the transfers between Level 2 and Level 3. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

	Transfers out of Level 2*		Transfers into Level 3*
Assets Table
Investments, at Value:
Mortgage-Backed Obligations		$            (82,693)		$            82,693

* Transferred from Level 2 to Level 3 because of the lack of observable market data due to a decrease in market activity for these securities.

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

24      OPPENHEIMER CORE BOND FUND/VA

4. Investments and Risks (Continued)

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 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, 2014, 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		$52,190,099
Sold securities		3,804,418

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.

Restricted Securities. As of December 31, 2014, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.

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 that have missed an interest payment, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently miss an interest payment. Information concerning securities not accruing interest as of December 31, 2014 is as follows:

Cost	$	3,281,116
Market Value	$	512,243
Market value as % of Net Assets		0.36%

5. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance 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. These instruments 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. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

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:

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. 

25      OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

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.

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 due to unanticipated changes in the market risk factors and the overall market. 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. 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. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

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.

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

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a commodity, financial instrument or currency 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 and options thereon are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange.

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 in an account registered in the futures commission merchant’s name. Subsequent payments (variation margin) are paid to or from the futures commission merchant each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains and losses. Should the Fund fail to make requested variation margin payments, the futures commission merchant can gain access to the initial margin to satisfy the Fund’s payment obligations.

Futures contracts are reported on a schedule following the Statement of Investments. Securities held by a futures commission merchant to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. Cash held by a futures commission merchant 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.

During the year ended December 31, 2014, the Fund had an ending monthly average market value of $10,726,008 and $33,576,371 on futures contracts purchased and sold, respectively.

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.

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.

Purchased swaptions are reported as a component of investments in the Statement of Investments and the Statement of Assets and Liabilities. 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

26      OPPENHEIMER CORE BOND FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

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 prior to exercise 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 purchased swaptions which gives it the option to buy credit protection through credit default swaps in order to decrease exposure to the credit risk of individual issuers and/or indexes of issuers. A purchased swaption of this type becomes more valuable as the likelihood of a credit event on the reference asset increases.

    During the year ended December 31, 2014, the Fund had an ending monthly average market value of $14,022 on purchased swaptions.

Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.

    The Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund. For OTC options purchased, the Fund bears the risk of loss of the amount of the premiums paid plus the positive change in market values net of any collateral held by the Fund should the counterparty fail to perform under the contracts. Options written by the Fund do not typically give rise to counterparty credit risk, as options written generally obligate the Fund and not the counterparty to perform.

    To reduce counterparty risk with respect to OTC transactions, 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 make (or to have an entitlement to receive) a single net payment in the event of default (close-out netting) for outstanding payables and receivables with respect to certain OTC positions in swaps, options, swaptions, 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.

    ISDA master agreements include credit related contingent features which allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event that, for example, the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA master agreements, which would cause the Fund to accelerate payment of any net liability owed to the counterparty.

    For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

    The Fund’s risk of loss from counterparty credit risk on exchange-traded derivatives cleared through a clearinghouse and for centrally cleared swaps is generally considered lower than as compared to OTC derivatives. However, counterparty credit risk exists with respect to initial and variation margin deposited/paid by the Fund that is held in futures commission merchant, broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally cleared swaps.

    With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker, futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.

    There is the risk that a broker, futures commission merchant or clearinghouse will decline to clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination fee to the executing broker with whom the Fund initially enters into the transaction. Clearinghouses may also be permitted to terminate centrally cleared swaps at any time. The Fund is also subject to the risk that the broker or futures commission merchant will improperly use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment obligations of another customer. In the event of a default by another customer of the broker or futures commission merchant, the Fund might not receive its variation margin payments from the clearinghouse, due to the manner in which variation margin payments are aggregated for all customers of the broker/futures commission merchant.

    Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker, futures commission merchant or clearinghouse for exchange-traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or increase the margin amount, in certain circumstances.

    Collateral terms are contract specific for OTC derivatives. For derivatives traded under an ISDA master agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund or the counterparty.

27      OPPENHEIMER CORE BOND FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

    For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Statement of Assets and Liabilities as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Statement of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold (e.g. $250,000) before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.

The following table presents the valuations of derivative instruments by risk exposure as reported within the Statement of Assets and Liabilities as of December 31, 2014:

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Value			Statement of Assets and Liabilities Location	Value
Interest rate contracts	Variation margin receivable	$	23,500	*	Variation margin payable	$	28,955	*

*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 Accounted for as Hedging Instruments	Investment from unaffiliated companies*			Closing and expiration of futures contracts		Total
Credit contracts		(93,522	)		—		(93,522)
Interest rate contracts		—			936,466		936,466
Total	$	(93,522	)	$	936,466	$	842,944

*Includes purchased option contracts and purchased swaption contracts, if any.

Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Futures contracts
Interest rate contracts	$	351,257

6. 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, 2014						Year Ended December 31, 2013
	Shares			Amount			Shares			Amount
Non-Service Shares
Sold		473,147		$	3,766,474			533,702		$	4,292,431
Dividends and/or distributions reinvested		636,119			4,942,642			682,873			5,333,237
Redeemed		(2,061,362	)		(16,419,789	)		(3,017,265	)		(24,363,528)
Net decrease		(952,096	)	$	(7,710,673	)		(1,800,690	)	$	(14,737,860)
Service Shares
Sold		1,990,358		$	15,655,488			1,641,559		$	13,196,539
Dividends and/or distributions reinvested		362,777			2,786,126			388,743			3,004,980
Redeemed		(2,750,766	)		(21,608,853	)		(2,851,850	)		(22,641,434)
Net decrease		(397,631	)	$	(3,167,239	)		(821,548	)	$	(6,439,915)

7. 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, 2014 were as follows:

	Purchases		Sales
Investment securities	$	133,919,440	$	126,510,975
U.S. government and government agency obligations		48,805,064		51,240,615
To Be Announced (TBA) mortgage-related securities		560,409,975		543,669,748

8. 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

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.60% of average annual net assets before any applicable waivers.

28      OPPENHEIMER CORE BOND FUND/VA

8. Fees and Other Transactions with Affiliates (Continued)

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors 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. The Manager has contractually agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; 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, 2014, the Manager waived fees and/or reimbursed the Fund $39,878 and $23,366 for Non-Service and Service shares, respectively.

    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, 2014, the Manager waived fees and/or reimbursed the Fund $7,566 for IMMF management fees.

    These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

9. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

29      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 (a separate series of Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

    We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Core Bond Fund/VA as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 13, 2015

30      OPPENHEIMER CORE BOND FUND/VA

FEDERAL INCOME TAX INFORMATIONUnaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

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.

31      OPPENHEIMER CORE BOND FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS  Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio managers and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Fund, the Adviser and the Sub-Adviser. Throughout the year, the Manager provided information on the investment performance of the Fund, 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 intermediate-term bond funds underlying variable insurance products. The Board considered that the Fund outperformed its performance category median during the one-, three- and five-year periods, although it underperformed for the ten-year period. The Board also considered the appointment of new portfolio managers, Krishna Memani and Peter Strzalkowski, on April 1, 2009. The Board considered that the performance of the Fund has greatly improved since the new portfolio managers took over, and noted that the Fund ranked in the first quintile of its performance category for the one-, three- and five-year periods.

Costs of Services by the Adviser. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other intermediate-term bond 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 to those of retail 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 total expenses were higher than its peer group median and category median. The Board also considered that the Fund’s contractual management fee was higher than its peer group median and its category median. Within the total asset range of $100 million to $250 million, the Fund’s effective management fee rate was higher than its peer group median and category median. The Board considered that the Manager has contractually agreed to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets, will not exceed that annual rate of 0.75% for Non-Service Shares and 1.00% for Service Shares. This contractual expense limitation may not be amended or withdrawn until one year after the date of the Fund’s prospectus, unless approved by the Board.

Economies of Scale and Profits Realized by the Adviser and Sub-Adviser. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board reviewed whether the Managers 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.

32      OPPENHEIMER CORE BOND FUND/VA

Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates. The Board also considered that the Managers 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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

33      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 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 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.

34      OPPENHEIMER CORE BOND FUND/VA

TRUSTEES AND OFFICERS  Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees (since 2012) and Trustee (since 1996) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 1990) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard Grabish, Trustee (since 2012) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth:1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

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TRUSTEES AND OFFICERS  Unaudited / Continued

F. William Marshall, Jr., Trustee (since 2000) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Memani, Strzalkowski, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. 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.

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Krishna Memani, Vice President (since 2009) Year of Birth: 1960	President of the Sub-Adviser (since January 2013); Executive Vice President of the Manager (since January 2014) and Chief Investment Officer of the OppenheimerFunds advisory entities (since January 2014). Chief Investment Officer, Fixed Income of the Sub-Adviser (January 2013-December 2013); Head of the Investment Grade Fixed Income Team of the Sub-Adviser (March 2009-January 2014); Director of Fixed Income of the Sub-Adviser (October 2010-December 2012); Senior Vice President of the Sub-Adviser (March 2009-December 2012) and Senior Vice President of OFI Global Institutional, Inc. (April 2009-December 2012). 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 an officer of other portfolios in the OppenheimerFunds complex.
Peter A. Strzalkowski, Vice President (since 2009) Year of Birth: 1965	Vice President and Senior Portfolio Manager of the Sub-Adviser (since August 2007) and co-Team Leader for the Sub-Adviser’s Investment Grade Fixed Income Team (since January 2014). A member of the Sub-Adviser’s Investment Grade Fixed Income Team (April 2009-January 2014). 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) and a Senior Fixed Income Portfolio Manager at Microsoft Corp. (June 2003-June 2005). Vice President and Senior Fixed Income Portfolio Manager at First Citizens Bank Trust, Capital Management Group (April 2000-June 2003) and a Vice President and Fixed Income Portfolio Manager at Centura Banks (November 1998-April 2000). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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 1.800.988.8287.

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OPPENHEIMER CORE BOND FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMG LLP
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

ANNUAL REPORT

Listing of Top Holdings

Fund Performance Discussion

Financial Statements

PORTFOLIO MANAGER: Rajeev Bhaman, CFA

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception Date	1-Year	5-Year	10-Year
Non-Service Shares	11/12/90	2.29%	10.93%	7.22%
Service Shares	7/13/00	2.06	10.65	6.96
MSCI All Country World Index		4.16	9.17	6.09

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

TOP TEN COMMON STOCK HOLDINGS

Telefonaktiebolaget LM Ericsson, Cl. B	2.6%
McGraw Hill Financial, Inc.	2.5
Walt Disney Co. (The)	2.3
eBay, Inc.	2.3
Citigroup, Inc.	2.1
Colgate-Palmolive Co.	2.0
Murata Manufacturing Co. Ltd.	1.9
Aetna, Inc.	1.9
Altera Corp.	1.9
Anthem, Inc.	1.8

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

REGIONAL ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of investments.

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Fund Performance Discussion

The Fund’s Non-Service shares produced a return of 2.29% during the reporting period, underperforming the MSCI All Country World Index (the “Index”), which returned 4.16%. The Fund’s underperformance stemmed primarily from weaker relative stock selection in the financials, industrials and consumer discretionary sectors. The strongest outperforming sectors for the Fund were health care, where both stock selection and an overweight position contributed, and energy, where we have a systemic underweight position.

MARKET OVERVIEW

Domestic equities were among the top performing asset classes in 2014, outperforming foreign equities, including those domiciled in Europe, Japan and emerging markets. In the U.S., the Federal Reserve (the “Fed”) began tapering its most recent quantitative easing (“QE”) program in January 2014 and completed the process at the end of October, thereby ending the program’s purchases. The Fed reduced its monthly bond purchases in steady $10 billion increments, which helped reduce market volatility and enabled investors to prepare for a post-QE market environment. Although data in the U.S. softened for the first quarter, partially attributed to cold weather effects across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and an estimated 5.0%, respectively.

Outside of the U.S., the positive data points that had emerged in Europe in 2013 and early 2014 largely reversed themselves later in the reporting period and the European Central Bank (the “ECB”) came under even greater pressure to provide a credible plan to boost growth and avoid deflation. In response, the ECB adopted a number of policies designed to stimulate growth. In Japan, which has been mired in economic weakness for years, the Abe administration has adopted even more aggressive economic policies with the Bank of Japan (the “BoJ”) executing a massive QE program. However, the results have not been particularly impressive, with that economy slipping back into recession in the third quarter of 2014 following the consumption tax increase. Emerging markets’ economic growth was mixed, as certain regions such as Eastern Europe and the Middle East remained burdened by geopolitical turmoil. Many commodity producing emerging market economies also struggled as prices for most commodities fell. Countries such as India and Indonesia have benefited from business-friendly new administrations.

While we do not disregard macro events, our main focus tends to be on the microeconomic characteristics of individual companies and their valuations. Regardless of how macro events unfold, we believe companies with strong, durable, economic traits, purchased at sensible prices are likely to have good long-run return structures. We don’t construct portfolios to be optimized for specific predictions of the economic environment. We seek to hold a portfolio of investments that is robust in a wide array of environments. In effect, we seek to be a Fund for all seasons.

TOP INDIVIDUAL CONTRIBUTORS

Top contributors to performance this reporting period included ICICI Bank Ltd., Allergan, Inc. and Anthem, Inc. ICICI Bank is the largest private sector bank in India, a country where about half the banking sector is state-owned. In an environment where the public sector banks are inadequately capitalized for the level of non-performing loans on their books and the government’s ability to continually inject new capital is impaired as a result of its financial position, ICICI has the potential to grow faster than the market with less competition. Both assets and liabilities can grow, and with growth in the economy accelerating over the next few years, asset quality improvements should also add to earnings. A new government headed by Narendra Modi as Prime Minister with a very broad popular mandate for change has led to optimism and good performance for the Indian stock market. Allergan is a leading maker of eye care, skin care and aesthetic products, including Botox. While Allergan has outgrown the pharmaceutical industry over a long period of time, the recent surge in its stock price was a result of a takeover attempt by Valeant which was repulsed and a subsequent agreement to be taken over by Actavis. Our investment thesis on health benefit company Anthem (formerly called WellPoint) was predicated on our belief that the company would be part of the solution to rising healthcare costs, and that Obamacare would not supplant the entire private insurance market. Furthermore, we thought that the growth of the numbers of people entering the insured space as coverage was made broadly universal would add to both revenues and profits. This proved to be correct. In a consolidating industry, we believe Anthem’s scale and cost advantage should enable it to be one of the few survivors.

TOP INDIVIDUAL DETRACTORS

Top detractors from performance this reporting period included Airbus Group NV, Deutsche Bank AG and Technip SA. Airbus Group and Boeing constitute a global duopoly in the large jet airplane market. It has a product refresh coming with the re-engining of both its single aisle A320 and dual aisle A330 products that we believe has the potential to improve profitability over the next several years. The newest Airbus product, the Airbus A350 was delivered to its first customer, Qatar Airways, just before the year end. Concerns about the near-term impact on margins of these developments led to a pullback in the shares after

3      OPPENHEIMER GLOBAL FUND/VA

a strong run of performance. We continue to believe that the industry construct combined with approximately nine years of backlog make the shares an attractive proposition at this time. Moreover, a lower oil price should boost airline profitability and passenger traffic, which is a positive for Airbus.

Continued prosecutorial activism and litigation activity has led to the financial industry paying significant fines for past transgressions. Heightened concerns about the persistence of such fines and their increasing magnitude have led to worries about the adequacy of capital at global investment banks in particular. This, combined with low levels of market activity that detracted from profits, led to Deutsche Bank’s underperformance. During the reporting period, Deutsche Bank raised over $10 billion in fresh capital, increasing its equity level significantly. In our opinion, the stock is trading at attractive valuations. Technip is a supplier of critical parts and services to the oil and gas industry. It is one of the three world leaders in underwater construction of oil and gas production facilities; it is the world’s largest manufacturer of flexible pipe; and it is the world leader in the liquefaction of natural gas. Technip’s share price has been buffeted by a number of things in the reporting period, including developments in Russia, where it has a meaningful project underway, concerns about the capital spending plans of the major oil companies, and lower margin guidance for its subsea segment. However, the company has a very substantial backlog of projects, and we do not see this changing. In our opinion, Technip is a best-in-class supplier of critical services to key areas of the oil and gas industry and is positioned to benefit from the world’s continuing demand for energy. The company is meaningfully undervalued, in our opinion.

STRATEGY

The Fund is a long-term, growth oriented investment portfolio. We use a bottom-up, fundamental approach combined with an understanding of longer-term macroeconomic trends in seeking to identify the high-quality companies with superior, sustainable characteristics, which we favor. We seek to add value via our individual stock selection, and make no effort to mimic Index weights for industries, sectors, regions or countries. Valuation is critical to our investment decisions. Assuming we properly understand a given set of business economics, our return structure is principally a function of paying an appropriate price for the growth and returns inherent in a company.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. or its affiliates.

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.

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, 2014. In the case of Non-Service shares and Service shares, performance is measured over a ten-fiscal-year period. 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 MSCI All Country World Index, a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The Index is unmanaged and cannot be purchased directly by investors. 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 comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

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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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

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Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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.

Actual	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During 6 Months Ended December 31, 2014
Non-Service shares		$    1,000.00		$    978.20		$            3.80
Service shares		1,000.00		977.00		5.05
Hypothetical (5% return before expenses)
Non-Service shares		1,000.00		1,021.37		3.88
Service shares		1,000.00		1,020.11		5 .16

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares		0.76	%
Service shares		1.01

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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 GLOBAL FUND/VA

STATEMENT OF INVESTMENTS December 31, 2014

	Shares		Value
Common Stocks—97.3%
Consumer Discretionary—12.1%
Hotels, Restaurants & Leisure—1.3%
GTECH SpA		581,820		$        13,016,510
McDonald’s Corp.		236,260		22,137,562
				35,154,072
Internet & Catalog Retail—0.4%
JD.com, Inc., ADR1		476,429		11,024,567
Media—3.1%
Walt Disney Co. (The)		663,610		62,505,426
Zee Entertainment Enterprises Ltd.		3,397,835		20,403,595
				82,909,021
Specialty Retail—3.3%
Inditex SA		1,526,260		43,731,837
Tiffany & Co.		405,420		43,323,181
				87,055,018
Textiles, Apparel & Luxury Goods—4.0%
Brunello Cucinelli SpA		78,468		1,759,281
Hermes International		13,826		4,929,992
Kering		222,460		42,769,624
LVMH Moet Hennessy Louis Vuitton SA		283,450		44,823,095
Tod’s SpA		160,490		13,927,320
				108,209,312
Consumer Staples—6.1%
Beverages—1.4%
Ambev S.A., ADR		2,649,545		16,480,170
Fomento Economico Mexicano SAB de CV, ADR1		221,125		19,465,634
				35,945,804
Food Products—2.7%
Nestle SA		368,011		26,975,774
Unilever plc		1,120,643		45,521,343
				72,497,117
Household Products—2.0%
Colgate-Palmolive Co.		784,700		54,293,393
Energy—1.6%
Energy Equipment & Services—1.0%
Technip SA		439,600		26,250,124
Oil, Gas & Consumable Fuels—0.6%
Repsol SA		889,699		16,537,862
Financials—22.2%
Capital Markets—5.3%
Credit Suisse Group AG1		1,238,746		31,053,907
Deutsche Bank AG		690,614		20,874,328
Goldman Sachs Group, Inc. (The)		220,370		42,714,317
UBS Group AG1		2,755,083		47,359,051
				142,001,603
Commercial Banks—7.4%
Banco Bilbao Vizcaya Argentaria SA		3,144,096		29,590,717
Citigroup, Inc.		1,041,570		56,359,353
ICICI Bank Ltd., Sponsored ADR		4,048,550		46,760,752
Itau Unibanco Holding SA, Preference, ADR		1,798,274		23,395,545
Societe Generale SA		456,109		19,166,292
Sumitomo Mitsui Financial Group, Inc.		637,000		23,016,404
				198,289,063
Diversified Financial Services—3.1%
BM&FBovespa SA		3,959,500		14,667,849
FNFV Group1		78,900		1,241,886
McGraw Hill Financial, Inc.		748,090		66,565,048
				82,474,783

	Shares		Value
Insurance—5.5%
Allianz SE		274,207		$        45,560,498
Dai-ichi Life Insurance Co. Ltd. (The)		2,068,300		31,385,851
FNF Group		589,440		20,306,208
Prudential plc		2,131,387		49,047,778
				146,300,335
Real Estate Management & Development—0.9%
DLF Ltd.		11,744,039		25,234,915
Health Care—17.1%
Biotechnology—6.8%
Biogen Idec, Inc.1		70,770		24,022,876
BioMarin Pharmaceutical, Inc.1		208,170		18,818,568
Bluebird Bio, Inc.1		77,630		7,120,224
Celldex Therapeutics, Inc.1		1,205,150		21,993,987
Circassia Pharmaceuticals plc1		2,706,070		11,683,562
Clovis Oncology, Inc.1		253,630		14,203,280
Gilead Sciences, Inc.1		357,460		33,694,180
Medivation, Inc.1		131,590		13,107,680
Vertex Pharmaceuticals, Inc.1		305,830		36,332,604
				180,976,961
Health Care Equipment & Supplies—1.8%
St. Jude Medical, Inc.		266,940		17,359,108
Zimmer Holdings, Inc.		279,440		31,694,085
				49,053,193
Health Care Providers & Services—3.7%
Aetna, Inc.		557,640		49,535,161
Anthem, Inc.		390,545		49,079,790
				98,614,951
Pharmaceuticals—4.8%
Allergan, Inc.		118,740		25,242,937
Bayer AG		312,130		42,671,103
Roche Holding AG		116,615		31,607,384
Shire plc		230,360		16,298,711
Theravance Biopharma, Inc.1		157,022		2,342,768
Theravance, Inc.		622,260		8,804,979
				126,967,882
Industrials—12.0%
Aerospace & Defense—2.6%
Airbus Group NV		912,360		45,314,371
Embraer SA, Sponsored ADR		635,873		23,438,279
				68,752,650
Air Freight & Couriers—1.3%
United Parcel Service, Inc., Cl. B		310,660		34,536,072
Building Products—1.6%
Assa Abloy AB, Cl. B		796,498		42,092,450
Construction & Engineering—0.4%
FLSmidth & Co. AS		252,508		11,076,702
Electrical Equipment—2.5%
Emerson Electric Co.		375,050		23,151,836
Nidec Corp.		555,400		36,024,640
Prysmian SpA		500,635		9,112,158
				68,288,634
Industrial Conglomerates—2.9%
3M Co.		248,020		40,754,646
Seibu Holdings, Inc.		346,100		7,061,119
Siemens AG		263,918		29,930,992
				77,746,757
Machinery—0.7%
FANUC Corp.		106,700		17,609,622

7      OPPENHEIMER GLOBAL FUND/VA

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Information Technology—23.0%
Communications Equipment—2.6%
Telefonaktiebolaget LM Ericsson, Cl. B		5,707,074		$        69,118,019
Electronic Equipment, Instruments, & Components—4.5%
Keyence Corp.		92,711		41,065,214
Kyocera Corp.		609,800		27,949,451
Murata Manufacturing Co. Ltd.		475,300		51,918,691
				120,933,356
Internet Software & Services—6.8%
Alibaba Group Holding Ltd., Sponsored ADR1		52,800		5,488,032
eBay, Inc.1		1,072,340		60,179,721
Facebook, Inc., Cl. A1		530,880		41,419,257
Google, Inc., Cl. A1		69,600		36,933,936
Google, Inc., Cl. C1		69,600		36,637,440
				180,658,386
IT Services—0.2%
Earthport plc1		6,163,219		4,206,138
Semiconductors & Semiconductor Equipment—3.5%
Altera Corp.		1,352,940		49,977,604
Maxim Integrated Products, Inc.		1,403,385		44,725,880
				94,703,484
Software—5.4%
Adobe Systems, Inc.1		665,013		48,346,445
Intuit, Inc.		525,390		48,435,704
SAP SE		685,011		48,434,031
				145,216,180
Materials—1.6%
Chemicals—1.0%
Linde AG		146,415		27,309,287

	Shares		Value
Metals & Mining—0.6%
Alrosa AO		8,201,668	$	9,247,717
Vale SA, Cl. B, Sponsored ADR		808,960		6,617,293
				15,865,010
Telecommunication Services—1.6%
Wireless Telecommunication Services—1.6%
KDDI Corp.		685,700		42,904,403
Total Common Stocks (Cost $1,472,620,485)				2,600,807,126
Preferred Stocks—1.9%
Bayerische Motoren Werke (BMW) AG, Preference		600,767		49,305,741
Zee Entertainment Enterprises Ltd., 6% Cum. Non-Cv.		79,253,601		1,092,331
Total Preferred Stocks (Cost $19,444,594)				50,398,072
	Units
Rights, Warrants and Certificates—0.0%
Banco Bilbao Vizcaya Argentaria SA Rts., Strike Price 1EUR, Exp. 1/7/151		3,144,096		300,557
Gtech SpA Rts., Strike Price 19.17EUR, Exp. 1/9/151		581,820		17,178
Repsol SA Rts., Strike Price 1EUR, Exp. 1/8/151		889,699		491,997
Total Rights, Warrants and Certificates (Cost $—)				809,732
	Shares
Investment Company—0.5%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%2,3 (Cost $12,394,365)		12,394,365		12,394,365
Total Investments, at Value (Cost $1,504,459,444)		99.7%		2,664,409,295
Net Other Assets (Liabilities)		0.3		8,076,601
Net Assets		100.0%	$	2,672,485,896

Footnotes to Statement of Investments

Strike price is reported in U.S. Dollars, except for those denoted in the following currency:

EUR       European Dollar

1. Non-income producing security.

2. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross         Additions		Gross     Reductions		Shares     December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		9,026,377		365,185,360		361,817,372		12,394,365
					Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E					$	12,394,365	$	17,406

3. Rate shown is the 7-day yield as of December 31, 2014.

Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:

Geographic Holdings	Value		Percent
United States	$	1,197,948,740		45.0%
Japan		278,935,395		10.5
Germany		264,085,980		9.9
France		137,939,127		5.2
Switzerland		136,996,116		5.1
Sweden		111,210,469		4.2
United Kingdom		110,458,821		4.1
India		93,491,593		3.5
Spain		90,652,970		3.4
Brazil		84,599,135		3.2
Netherlands		45,314,371		1.7
Italy		37,832,447		1.4
Mexico		19,465,634		0.7
China		16,512,599		0.6

8      OPPENHEIMER GLOBAL FUND/VA

Geographic Holdings (Continued)	Value		Percent
Ireland	$	16,298,711		0.6%
Denmark		11,076,702		0.4
Russia		9,247,717		0.4
Cayman Islands		2,342,768		0.1
Total	$	2,664,409,295		100.0%

See accompanying Notes to Financial Statements.

9      OPPENHEIMER GLOBAL FUND/VA

STATEMENT OF ASSETS AND LIABILITIESDecember 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,492,065,079)	$	2,652,014,930
Affiliated companies (cost $12,394,365)		12,394,365
		2,664,409,295
Cash		1,390,776
Cash—foreign currencies (cost $24,732)		24,835
Receivables and other assets:
Shares of beneficial interest sold		4,855,465
Dividends		4,198,808
Investments sold		729,092
Other		95,636
Total assets		2,675,703,907
Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		2,499,488
Distribution and service plan fees		261,824
Foreign capital gains tax		170,470
Trustees’ compensation		92,437
Shareholder communications		74,314
Investments purchased		10,737
Other		108,741
Total liabilities		3,218,011
Net Assets	$	2,672,485,896
Composition of Net Assets
Par value of shares of beneficial interest	$	67,968
Additional paid-in capital		1,327,289,715
Accumulated net investment income		31,095,795
Accumulated net realized gain on investments and foreign currency transactions		154,554,859
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		1,159,477,559
Net Assets	$	2,672,485,896
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 $1,468,106,756 and 37,169,360 shares of beneficial interest outstanding)		$39.50
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $1,204,379,140 and 30,798,651 shares of beneficial interest outstanding)		$39.10

See accompanying Notes to Financial Statements.

10      OPPENHEIMER GLOBAL FUND/VA

STATEMENT OF OPERATIONSFor the Year Ended December 31, 2014

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $4,914,541)	$	55,408,514
Affiliated companies		17,406
Interest		51
Portfolio lending fees		442,768
Total investment income		55,868,739
Expenses
Management fees		17,582,863
Distribution and service plan fees - Service shares		3,135,773
Transfer and shareholder servicing agent fees:
Non-Service shares		1,528,503
Service shares		1,262,358
Shareholder communications:
Non-Service shares		111,772
Service shares		92,342
Custodian fees and expenses		235,409
Trustees’ compensation		62,804
Other		319,738
Total expenses		24,331,562
Less reduction to custodian expenses		(414)
Less waivers and reimbursements of expenses		(20,175)
Net expenses		24,310,973
Net Investment Income		31,557,766
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies		197,919,704
Foreign currency transactions		(175,261)
Net realized gain		197,744,443
Net change in unrealized appreciation/depreciation on:
Investments		(78,646,642)
Translation of assets and liabilities denominated in foreign currencies		(93,963,833)
Net change in unrealized appreciation/depreciation		(172,610,475)
Net Increase in Net Assets Resulting from Operations	$	56,691,734

See accompanying Notes to Financial Statements.

11      OPPENHEIMER GLOBAL FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014		Year Ended December 31, 2013
Operations
Net investment income	$	31,557,766	$	28,157,519
Net realized gain		197,744,443		152,735,701
Net change in unrealized appreciation/depreciation		(172,610,475)		483,471,092
Net increase in net assets resulting from operations		56,691,734		664,364,312
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(16,920,293)		(18,448,869)
Service shares		(10,958,436)		(13,851,660)
Class 3 shares1		—		(2,430,857)
Class 4 shares1		—		(953,729)
		(27,878,729)		(35,685,115)
Distributions from net realized gain:
Non-Service shares		(69,030,952)		—
Service shares		(57,658,820)		—
		(126,689,772)		—
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(70,199,522)		(158,236,204)
Service shares		(60,956,871)		(180,268,543)
Class 3 shares1		—		(12,837,160)
Class 4 shares1		—		1,813,300
		(131,156,393)		(349,528,607)
Net Assets
Total increase (decrease)		(229,033,160)		279,150,590
Beginning of period		2,901,519,056		2,622,368,466
End of period (including accumulated net investment income of $31,095,795 and $27,585,632, respectively)	$	2,672,485,896	$	2,901,519,056

1. Effective April 30, 2014, Class 3 and Class 4 shares of the Fund were reclassified as Non-Service shares and Service shares, respectively.

See accompanying Notes to Financial Statements.

12      OPPENHEIMER GLOBAL FUND/VA

FINANCIAL HIGHLIGHTS

Non-Service Shares	Year Ended     December 31, 2014		Year Ended  December 31, 2013		Year Ended  December 31, 2012		Year Ended  December 30, 20111		Year Ended  December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	40.86	$	32.55	$	27.46	$	30.30	$	26.50
Income (loss) from investment operations:
Net investment income2		0.50		0.41		0.44		0.65		0.33
Net realized and unrealized gain (loss)		0.46		8.40		5.29		(3.11)		3.85
Total from investment operations		0.96		8.81		5.73		(2.46)		4.18
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.46)		(0.50)		(0.64)		(0.38)		(0.38)
Distributions from net realized gain		(1.86)		0.00		0.00		0.00		0.00
Total dividends and/or distributions to shareholders		(2.32)		(0.50)		(0.64)		(0.38)		(0.38)
Net asset value, end of period	$	39.50	$	40.86	$	32.55	$	27.46	$	30.30
Total Return, at Net Asset Value3		2.29%		27.31%		21.27%		(8.29)%		15.96%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,468,107	$	1,397,026	$	1,252,127	$	1,165,141	$	1,410,764
Average net assets (in thousands)	$	1,532,383	$	1,333,848	$	1,206,244	$	1,335,403	$	1,336,110
Ratios to average net assets:4
Net investment income		1.24%		1.13%		1.48%		2.17%		1.22%
Total expenses5		0.76%		0.77%		0.76%		0.76%		0.76%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.76%		0.77%		0.76%		0.76%		0.76%
Portfolio turnover rate		13%		11%		14%		13%		15%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	0.76	%
Year Ended December 31, 2013	0.77	%
Year Ended December 31, 2012	0.76	%
Year Ended December 30, 2011	0.76	%
Year Ended December 31, 2010	0.76	%

See accompanying Notes to Financial Statements.

13      OPPENHEIMER GLOBAL FUND/VA

FINANCIAL HIGHLIGHTS Continued

Service Shares	Year Ended      December 31,  2014		Year Ended December 31,  2013		Year Ended December 31,  2012		Year Ended December 30,  20111		Year Ended  December 31,  2010
Per Share Operating Data
Net asset value, beginning of period	$	40.47	$	32.25	$	27.21	$	30.04	$	26.28
Income (loss) from investment operations:
Net investment income2		0.40		0.32		0.36		0.56		0.26
Net realized and unrealized gain (loss)		0.44		8.32		5.25		(3.08)		3.82
Total from investment operations		0.84		8.64		5.61		(2.52)		4.08
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.35)		(0.42)		(0.57)		(0.31)		(0.32)
Distributions from net realized gain		(1.86)		0.00		0.00		0.00		0.00
Total dividends and/or distributions to shareholders		(2.21)		(0.42)		(0.57)		(0.31)		(0.32)
Net asset value, end of period	$	39.10	$	40.47	$	32.25	$	27.21	$	30.04
Total Return, at Net Asset Value3		2.06%		26.99%		20.95%		(8.53)%		15.70%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,204,379	$	1,216,285	$	1,130,388	$	1,003,839	$	1,101,584
Average net assets (in thousands)	$	1,265,528	$	1,174,119	$	1,069,295	$	1,091,128	$	997,627
Ratios to average net assets:4
Net investment income		0.99%		0.89%		1.23%		1.90%		0.96%
Total expenses5		1.01%		1.02%		1.01%		1.01%		1.01%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.01%		1.02%		1.01%		1.01%		1.01%
Portfolio turnover rate		13%		11%		14%		13%		15%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1.01	%
Year Ended December 31, 2013	1.03	%
Year Ended December 31, 2012	1.01	%
Year Ended December 30, 2011	1.01	%
Year Ended December 31, 2010	1.01	%

See accompanying Notes to Financial Statements.

14      OPPENHEIMER GLOBAL FUND/VA

NOTES TO FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Global Fund/VA (the “Fund”), a separate series of Oppenheimer Variable Account Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

The Fund offers Non-Service and Service shares, and previously offered Class 3 and Class 4 shares. Effective April 30, 2014, Class 3 and Class 4 shares were reclassified as Non-Service and Service shares, respectively. 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 classes of shares being designated as Service shares are 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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

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 New York Stock Exchange (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.

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.

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.

15      OPPENHEIMER GLOBAL FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

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.

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$32,703,462		$178,596,027		$—		$1,133,921,006

1. During the fiscal year ended December 31, 2014, the Fund did not utilize any capital loss carryforward.

2. During the fiscal year ended December 31, 2013, the Fund utilized $9,934,353 of capital loss carryforward to offset capital gains realized in that fiscal year.

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Reduction to Accumulated Net Investment Income		Reduction to Accumulated Net Realized Gain on Investments3
$18,578,087		$168,874		$18,409,213

3. $18,578,087, all of which was long-term capital gain, was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended December 31, 2014		Year Ended   December 31, 2013
Distributions paid from:
Ordinary income	$	27,878,729	$	35,685,115
Long-term capital gain		126,689,772		—
Total	$	154,568,501	$	35,685,115

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, 2014 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	$	1,530,015,997
Gross unrealized appreciation	$	1,228,934,123
Gross unrealized depreciation		(95,013,117)
Net unrealized appreciation	$	1,133,921,006

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.

Use of Estimates. 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.

16      OPPENHEIMER GLOBAL FUND/VA

3. 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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

17      OPPENHEIMER GLOBAL FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	138,990,736	$	185,361,254	$	—	$	324,351,990
Consumer Staples		90,239,197		72,497,117		—		162,736,314
Energy		—		42,787,986		—		42,787,986
Financials		304,702,160		289,598,539		—		594,300,699
Health Care		353,352,227		102,260,760		—		455,612,987
Industrials		121,880,833		198,222,054		—		320,102,887
Information Technology		372,144,019		242,691,544		—		614,835,563
Materials		6,617,293		36,557,004		—		43,174,297
Telecommunication Services		—		42,904,403		—		42,904,403
Preferred Stocks		1,092,331		49,305,741		—		50,398,072
Rights, Warrants and Certificates		—		809,732		—		809,732
Investment Company		12,394,365		—		—		12,394,365
Total Assets	$	1,401,413,161	$	1,262,996,134	$	—	$	2,664,409,295

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets.

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

5. 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:

18      OPPENHEIMER GLOBAL FUND/VA

5. Shares of Beneficial Interest (Continued)

	Year Ended December 31, 2014						Year Ended December 31, 2013
	Shares			Amount			Shares			Amount
Non-Service Shares
Sold		6,078,139		$	247,743,232			2,054,395		$	74,312,252
Dividends and/or distributions reinvested		2,154,167			85,951,245			517,530			18,448,869
Redeemed		(9,920,341	)		(403,893,999	)1		(6,851,884	)		(250,997,325	)
Net decrease		(1,688,035	)	$	(70,199,522	)		(4,279,959	)	$	(158,236,204	)
Service Shares
Sold		6,195,494		$	248,008,573			1,803,731		$	65,522,799
Dividends and/or distributions reinvested		1,734,511			68,617,256			391,733			13,851,660
Redeemed		(9,552,933	)		(377,582,700	)1		(7,192,815	)		(259,643,002	)
Net decrease		(1,622,928	)	$	(60,956,871	)		(4,997,351	)	$	(180,268,543	)
Class 3 Shares2
Sold		—		$	—			274,924		$	9,972,302
Dividends and/or distributions reinvested		—			—			67,712			2,430,857
Redeemed		—			—			(693,858	)		(25,240,319	)3
Net decrease		—		$	—			(351,222	)	$	(12,837,160	)
Class 4 Shares2
Sold		—		$	—			301,288		$	11,069,712
Dividends and/or distributions reinvested		—			—			26,919			953,729
Redeemed		—			—			(289,896	)		(10,210,141	)3
Net increase		—		$	—			38,311		$	1,813,300

1. Net of redemption fees of $1,517 and $1,367 for Non-Service and Service shares, respectively.

2. Effective April 30, 2014, Class 3 and Class 4 shares of the Fund were reclassified as Non-Service shares and Service shares, respectively.

3. Net of redemption fees of $11,326 and $4,748 for Class 3 and Class 4, respectively.

6. 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, 2014 were as follows:

	Purchases	Sales
Investment securities	$365,880,830	$647,783,446

7. 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 $4.2 billion	0.60
Over $5 billion	0.58

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.63% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

19      OPPENHEIMER GLOBAL FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

7. Fees and Other Transactions with Affiliates (Continued)

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors 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. The Manager has contractually agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 1.00% for Non-Service shares and 1.25% for Service shares.

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, 2014, the Manager waived fees and/or reimbursed the Fund $20,175 for IMMF management fees.

These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

8. Borrowings and Other Financing

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 cash or securities received as collateral. The loans are secured by collateral (either securities, letters of credit, or cash) in an amount of at least 102% of the market value of the loaned U.S. securities, and at least 105% of the market value of loaned foreign 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 change 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, 2014, the Fund had no securities on loan.

9. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

20      OPPENHEIMER GLOBAL 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 Fund/VA (a separate series of Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Global Fund/VA as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 13, 2015

21      OPPENHEIMER GLOBAL FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

Capital gain distributions of $1.86322 per share were paid to Non-Service and Service shareholders, respectively, on June 18, 2014. 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, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 43.56% 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 $4,913,512 of foreign income taxes were paid by the Fund during the fiscal year ended December 31, 2014. 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 $29,590,202 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.

22      OPPENHEIMER GLOBAL FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio manager and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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 Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Fund, the Adviser and the Sub-Adviser. Throughout the year, the Manager provided information on the investment performance of the Fund, 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 world stock funds underlying variable insurance products. The Board considered that the Fund outperformed its performance category median during the one-,

three-, five- and ten-year periods. The Board also considered that the Fund ranked in the third quintile of its performance category for the one-year period, the second quintile for the three- and ten-year periods and the first quintile for the five-year period.

Costs of Services by the Adviser. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other world stock 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 to those of retail 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 total expenses were lower than its peer group median and its category median. The Board also considered that the Fund’s contractual management fee was lower than its peer group median and category median. Within the total asset range of $2 billion to $5 billion, the Fund’s effective management fee rate was lower than its peer group median and category median. The Board further considered that the Manager has voluntarily agreed 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 Shares and 1.25% for Service Shares. This voluntary expense limitation may be amended or withdrawn at any time without prior notice to shareholders.

Economies of Scale and Profits Realized by the Adviser and Sub-Adviser. 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. The Board further noted that on November 1, 2013, an additional fee breakpoint of 0.58% for assets in excess of $5 billion was added to the Fund’s breakpoint schedule.

23      OPPENHEIMER GLOBAL FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited / Continued

Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Managers 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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

24      OPPENHEIMER GLOBAL 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 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.

25      OPPENHEIMER GLOBAL FUND/VA

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees (since 2013) and Trustee (since 1996) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 1990) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2008) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth:1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the

26      OPPENHEIMER GLOBAL FUND/VA

Robert J. Malone, Continued	Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
F. William Marshall, Jr., Trustee (since 2000) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth:1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Bhaman, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. 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 (since 2004) Year of Birth: 1963	Director of Global Equities of the Sub-Adviser (since January 2013); Senior Vice President of the Sub-Adviser (since May 2006); Vice President of the Sub-Adviser (January 1997-May 2006). An officer of other portfolios in the OppenheimerFunds complex.

27      OPPENHEIMER GLOBAL FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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 1.800.988.8287.

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31      OPPENHEIMER GLOBAL FUND/VA

OPPENHEIMER GLOBAL FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and	OFI Global Asset Management, Inc.
Shareholder
Servicing Agent
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent	KPMG LLP
Registered
Public
Accounting
Firm
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

The Right Way to Invest

PORTFOLIO MANAGERS: Manind (“Mani”) Govil, CFA, Benjamin Ram and Paul Larson¹

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception Date	1-Year			5-Year			10-Year
Non-Service Shares	7/5/95		10.70	%		14.63	%		7.12	%
Service Shares	7/13/00		10.40			14.33			6.85
S&P 500 Index			13.69			15.45			7.67

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

TOP TEN COMMON STOCK HOLDINGS

Apple, Inc.	4.0	%
Citigroup, Inc.	3.5
Mondelez International, Inc., Cl. A	3.1
Comcast Corp., Cl. A	2.9
General Electric Co.	2.8
Google, Inc., Cl. C	2.7
Actavis plc	2.6
Deere & Co.	2.6
Tyco International plc	2.5
Philip Morris International, Inc.	2.5

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

SECTOR ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of common stocks.

1. Paul Larson became a portfolio manager in April 2014.

2      OPPENHEIMER MAIN STREET FUND/VA

Fund Performance Discussion

During the reporting period, the Fund’s Non-Service shares produced a return of 10.70%. In comparison, the Fund underperformed the S&P 500 Index (the “Index”), which returned 13.69%. The Fund underperformed the Index primarily in the consumer staples, financials and information technology sectors as a result of less favorable stock selection. Stronger relative stock selection in health care and consumer discretionary sectors benefited the Fund this period. An overweight position in health care and underweight position in consumer discretionary also benefited the Fund’s relative performance.

MARKET OVERVIEW

During the past year domestic equity — as an asset class — once again distinguished itself as stocks appreciated in value across all capitalizations. In 2014, the U.S. economy provided a favorable backdrop for the outperformance of equities with steady, albeit modest growth, continued little wage inflation, and interest rates that remained low — in fact, well below initial expectations. Under these economic conditions most companies were able to demonstrate ongoing improvement with the majority beating expectations — on both the top and bottom lines.

The ride throughout the year, however, was anything but smooth. Macro influences —particularly the strengthening dollar, flattening yield curve, and tumbling oil price — played a significant role in determining which equities out- or underperformed. Accommodation by the Federal Reserve (the “Fed”), which officially ended its bond-buying stimulus program in October, helped to fuel demand for high-dividend paying stocks such as utilities and real estate investment trusts (“REITs”), while a step-up in merger and acquisition activity — spurred on by the desire to relocate to advantageous low tax jurisdictions — boosted stocks primarily in the health care sector. But not all was rosy. The Fed’s accommodative behavior proved a headwind for many financials as long yields declined, hurting the profitability of banks. The strengthening U.S. dollar also proved a headwind, especially for multi-national companies where translation from local currencies to the greenback negatively impacted the bottom line. Consequently, stocks with international businesses broadly underperformed stocks with mostly domestic exposure.

Geopolitical risks, including those concentrated in Ukraine and Russia and the ever-present turmoil in the Middle East, caused investors to fret and resulted in, at times, quite the roller coaster ride. Add to this the fact that growth outside of the U.S. was anemic, at best, leading investors to worry intermittently about the global outlook and its impact on domestic stocks. And, a new concern raised its very ugly head as the Ebola epidemic in Western Africa spooked investors further. Though volatility remained below historical averages, these issues caused it to it to spike on a number of occasions throughout the year.

TOP INDIVIDUAL CONTRIBUTORS

Top contributors to performance this period included Apple, Inc., Allergan, Inc. and Actavis plc. Apple rallied after iPhone sales came in higher than analysts anticipated and the company announced a 7-for-1 stock split and increased both its dividend and share repurchases. In addition, the introduction of two new iPhones, and the upcoming introduction of a new Apple Watch product, resulted in strong performance. Allergan is a leading maker of eye care, skin care and aesthetic products, including Botox. Allergan’s stock price jumped when pharmaceutical firm Valeant, in conjunction with activist investor Bill Ackman of Pershing Square, announced their intention to acquire the company. Allergan’s management resisted this overture, on the premise that the acquisition price underestimates the company’s worth. Later in the reporting period, Allergan agreed to a $66 billion bid from Actavis, ending the pursuit by Valeant and Pershing Square. In addition to acquiring Allergan, Actavis shares reacted favorably after management pre-announced a positive earnings surprise due mostly to revenue synergies and cost savings from a recent merger with Warner Chilcott. Free cash generation was above expectations as well, and was used to pay down debt. This reduced balance sheet leverage, thus providing financial flexibility for additional acquisitions to further the company’s growth initiatives. The company also announced the acquisition of Forest Labs, which was well received as Forest not only accelerates the revenue growth potential for Actavis, but also has the potential to result in increased profitability as higher margin branded drugs become a larger percentage of the company’s business.

TOP INDIVIDUAL DETRACTORS

Top detractors from the Fund’s performance included Noble Energy, Inc., Genworth Financial, Inc. and Google, Inc. Noble has a high sensitivity to oil price changes as it has significant exploration and production operations globally. Growth projections are expected to decline as the company adjusts both its cash flow expectations and balance sheet to reflect a diminished outlook for global energy prices. We have maintained our position and continue to have confidence in management’s ability to execute well at period end. Genworth, which provides insurance for the life, mortgage, and long-term care markets, disappointed investors when it reported third quarter results. Management announced a larger than projected charge to reflect a step-up in claims from holders of its long-term care policies. Additionally, the company disclosed that it would conduct a comprehensive review of all policies, adding to investor concerns. We think the company is currently undervalued by the market — especially given the sell-off in the stock — and we have maintained our position. Search engine giant Google fell over the fourth quarter after it released earnings that missed analysts’ expectations. The earnings miss was due largely to a deceleration in paid clicks on advertisements that appear on its sites. In addition, the company faced foreign exchange headwinds — as did most companies that had exposure out of the U.S. this reporting period — and we slightly reduced our position in Google as a result.

3      OPPENHEIMER MAIN STREET FUND/VA

STRATEGY & OUTLOOK

While we have no crystal ball, we believe domestic equities should continue to be an attractive investment. The U.S. economic outlook remains favorable, with ongoing moderate real growth, low inflationary pressures and little expected impact from the Fed’s initial tightening of the yield curve’s short-end. We believe profit margins, which have expanded to peak historical levels, are unlikely to expand significantly further, but quite probably can be sustained at current levels. With interest rates remaining low, combined with the fall in oil prices, consumer spending — which is the majority of GDP — should support our outlook for moderate growth.

Shocks to the market — whether economic or geopolitical in nature — will no doubt continue and could result in rising volatility. If true, we expect investors may favor stocks characterized by “higher quality” — those that have pricing power, control over costs, and exhibit both improving returns on invested capital and generate excess cash flow. We believe this market environment can favor our consistent approach, which aims to construct an “all weather” portfolio by targeting companies we believe have: 1) sustainable competitive advantages; 2) skilled management with a proven track record of executing effectively; and 3) financial resources with the potential to generate improving profitability, gain market share, and/or return significant cash to shareholders. During times of volatile or slow economic growth such companies frequently widen their lead over weaker competitors. We seek to invest in companies characterized by these qualities at compelling valuations, and believe this disciplined approach is essential in seeking to generate superior long-term performance.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. or its affiliates.

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.

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, 2014. Performance is measured over a ten-fiscal-year period for both Classes. 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 index of large-capitalization equity securities that is a measure of the general domestic stock market. The Index is unmanaged and cannot be purchased directly by investors. 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 comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

4      OPPENHEIMER MAIN STREET FUND/VA

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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 MAIN STREET FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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.

Actual	Beginning Account Value July 1, 2014	Ending Account Value December 31, 2014		Expenses Paid During 6 Months Ended December 31, 2014
Non-Service shares	$          1,000.00	$	1,042.50	$	3.97
Service shares	1,000.00		1,040.90		5.26
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

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares		0.77	%
Service shares		1.02

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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 MAIN STREET FUND/VA

STATEMENT OF INVESTMENTS December 31, 2014

	Shares		Value
Common Stocks—98.2%
Consumer Discretionary—12.7%
Auto Components—1.7%
Delphi Automotive plc		312,290	$	22,709,729
Automobiles—1.3%
General Motors Co.		519,422		18,133,022
Hotels, Restaurants & Leisure—0.5%
Dunkin’ Brands Group, Inc.		158,490		6,759,598
Media—3.8%
Comcast Corp., Cl. A		694,585		40,292,876
Twenty-First Century Fox, Inc., Cl. A		313,250		12,030,366
				52,323,242
Specialty Retail—4.8%
AutoZone, Inc.1		43,460		26,906,521
Home Depot, Inc. (The)		259,527		27,242,549
TJX Cos., Inc. (The)		153,890		10,553,776
				64,702,846
Textiles, Apparel & Luxury Goods—0.6%
PVH Corp.		66,410		8,511,770
Consumer Staples—9.9%
Beverages—2.0%
Diageo plc		934,230		26,794,771
Food Products—3.1%
Mondelez International, Inc., Cl. A		1,147,900		41,697,468
Household Products—2.3%
Henkel AG & Co. KGaA		327,047		31,846,349
Tobacco—2.5%
Philip Morris International, Inc.		422,139		34,383,221
Energy—6.9%
Energy Equipment & Services—2.4%
National Oilwell Varco, Inc.		509,080		33,360,012
Oil, Gas & Consumable Fuels—4.5%
Chevron Corp.		294,570		33,044,863
Noble Energy, Inc.		586,500		27,817,695
				60,862,558
Financials—16.7%
Commercial Banks—6.6%
CIT Group, Inc.		355,710		17,013,609
Citigroup, Inc.		870,378		47,096,154
JPMorgan Chase & Co.		421,310		26,365,580
				90,475,343
Consumer Finance—1.6%
Discover Financial Services		340,263		22,283,824
Diversified Financial Services—3.5%
CME Group, Inc., Cl. A		325,340		28,841,391
McGraw Hill Financial, Inc.		209,971		18,683,219
				47,524,610
Insurance—4.6%
American International Group, Inc.		478,800		26,817,588
Genworth Financial, Inc., Cl. A1		1,037,370		8,817,645
Lincoln National Corp.		182,890		10,547,266
Marsh & McLennan Cos., Inc.		302,670		17,324,831
				63,507,330
Real Estate Investment Trusts (REITs)—0.4%
Digital Realty Trust, Inc.		76,960		5,102,448

	Shares		Value
Health Care—14.9%
Biotechnology—1.7%
Gilead Sciences, Inc.1		242,130	$	22,823,174
Health Care Providers & Services—5.2%
Express Scripts Holding Co.1		325,967		27,599,626
HCA Holdings, Inc.1		301,780		22,147,634
UnitedHealth Group, Inc.		212,580		21,489,712
				71,236,972
Pharmaceuticals—8.0%
AbbVie, Inc.		392,125		25,660,660
Actavis plc1		139,980		36,032,252
Bristol-Myers Squibb Co.		376,720		22,237,781
Salix Pharmaceuticals Ltd.1		88,770		10,203,224
Zoetis, Inc., Cl. A		354,437		15,251,424
				109,385,341
Industrials—12.2%
Commercial Services & Supplies—3.5%
Republic Services, Inc., Cl. A		323,570		13,023,692
Tyco International plc		785,295		34,443,039
				47,466,731
Industrial Conglomerates—2.8%
General Electric Co.		1,533,630		38,754,830
Machinery—2.6%
Deere & Co.		399,300		35,326,071
Professional Services—1.1%
Nielsen NV		337,880		15,113,373
Road & Rail—2.2%
Canadian National Railway Co.		254,150		17,513,477
CSX Corp.		168,880		6,118,522
Norfolk Southern Corp.		54,310		5,952,919
				29,584,918
Information Technology—19.4%
Internet Software & Services—8.1%
eBay, Inc.1		566,865		31,812,464
Facebook, Inc., Cl. A1		313,730		24,477,215
Google, Inc., Cl. A1		33,920		17,999,987
Google, Inc., Cl. C1		69,190		36,421,616
				110,711,282
IT Services—5.0%
Amdocs Ltd.		500,000		23,327,500
MasterCard, Inc., Cl. A		320,930		27,651,329
Xerox Corp.		1,254,807		17,391,625
				68,370,454
Semiconductors & Semiconductor Equipment—1.3%
Applied Materials, Inc.		708,970		17,667,532
Technology Hardware, Storage & Peripherals—5.0%
Apple, Inc.		498,426		55,016,262
Western Digital Corp.		122,150		13,522,005
				68,538,267
Materials—2.1%
Construction Materials—1.7%
Vulcan Materials Co.		357,120		23,473,498
Metals & Mining—0.4%
Teck Resources Ltd., Cl. B		354,900		4,840,836
Telecommunication Services—1.6%
Diversified Telecommunication Services—1.6%
Verizon Communications, Inc.		464,270		21,718,551

7      OPPENHEIMER MAIN STREET FUND/VA

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Utilities—1.8%
Electric Utilities—1.8%
Exelon Corp.		619,927	$	22,986,893
ITC Holdings Corp.		36,140		1,461,140
				24,448,033
Total Common Stocks (Cost $945,165,928)				1,340,438,004

	Shares			Value
Investment Company—1.9%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%2,3 (Cost $26,546,400)		26,546,400			26,546,400
Total Investments, at Value (Cost $971,712,328)		100.1	%		1,366,984,404
Net Other Assets (Liabilities)		(0.1	)		(1,028,758	)
Net Assets		100.0	%	$	1,365,955,646

Footnotes to Statement of Investments

1. Non-income producing security.

2. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross Additions		Gross Reductions		Shares December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		28,023,569		348,767,660		350,244,829		26,546,400
					Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E					$	26,546,400	$	10,976

3. Rate shown is the 7-day yield as of December 31, 2014.

See accompanying Notes to Financial Statements.

8      OPPENHEIMER MAIN STREET FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $945,165,928)	$	1,340,438,004
Affiliated companies (cost $26,546,400)		26,546,400
		1,366,984,404
Cash		749,054
Receivables and other assets:
Dividends		2,542,403
Other		83,448
Total assets		1,370,359,309
Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		2,157,565
Investments purchased		1,890,322
Distribution and service plan fees		173,772
Trustees’ compensation		83,051
Shareholder communications		70,682
Other		28,271
Total liabilities		4,403,663
Net Assets	$	1,365,955,646
Composition of Net Assets
Par value of shares of beneficial interest	$	40,842
Additional paid-in capital		770,512,739
Accumulated net investment income		9,807,537
Accumulated net realized gain on investments and foreign currency transactions		190,330,362
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		395,264,166
Net Assets	$	1,365,955,646
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 $559,933,101 and 16,661,982 shares of beneficial interest outstanding)		$33.61
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $806,022,545 and 24,179,670 shares of beneficial interest outstanding)		$33.33

See accompanying Notes to Financial Statements.

9      OPPENHEIMER MAIN STREET FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $116,838)	$	22,958,995
Affiliated companies		10,976
Total investment income		22,969,971
Expenses
Management fees		9,198,662
Distribution and service plan fees—Service shares		2,135,400
Transfer and shareholder servicing agent fees:
Non-Service shares		553,016
Service shares		854,141
Shareholder communications:
Non-Service shares		57,969
Service shares		89,239
Custodian fees and expenses		11,006
Trustees’ compensation		50,881
Other		72,735
Total expenses		13,023,049
Less reduction to custodian expenses		(73)
Less waivers and reimbursements of expenses		(13,188)
Net expenses		13,009,788
Net Investment Income		9,960,183
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies		220,248,023
Foreign currency transactions		(14,964)
Net realized gain		220,233,059
Net change in unrealized appreciation/depreciation on:
Investments		(83,363,674)
Translation of assets and liabilities denominated in foreign currencies		(6,478,616)
Net change in unrealized appreciation/depreciation		(89,842,290)
Net Increase in Net Assets Resulting from Operations	$	140,350,952

See accompanying Notes to Financial Statements.

10      OPPENHEIMER MAIN STREET FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014		Year Ended December 31, 2013
Operations
Net investment income	$	9,960,183	$	9,996,436
Net realized gain		220,233,059		233,270,981
Net change in unrealized appreciation/depreciation		(89,842,290)		144,474,017
Net increase in net assets resulting from operations		140,350,952		387,741,434
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(4,609,193)		(5,738,189)
Service shares		(4,984,596)		(7,658,030)
		(9,593,789)		(13,396,219)
Distributions from net realized gain:
Non-Service shares		(11,141,625)		—
Service shares		(17,524,841)		—
		(28,666,466)		—
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(41,637,582)		(57,546,662)
Service shares		(170,539,977)		(191,217,253)
		(212,177,559)		(248,763,915)
Net Assets
Total increase (decrease)		(110,086,862)		125,581,300
Beginning of period		1,476,042,508		1,350,461,208
End of period (including accumulated net investment income of $9,807,537 and $9,456,107 respectively)	$	1,365,955,646	$	1,476,042,508

See accompanying Notes to Financial Statements.

11      OPPENHEIMER MAIN STREET FUND/VA

FINANCIAL HIGHLIGHTS

Non-Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	31.24	$	23.97	$	20.71	$	20.88	$	18.18
Income (loss) from investment operations:
Net investment income2		0.28		0.24		0.26		0.16		0.17
Net realized and unrealized gain (loss)		3.01		7.33		3.22		(0.16)		2.73
Total from investment operations		3.29		7.57		3.48		0.00		2.90
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.27)		(0.30)		(0.22)		(0.17)		(0.20)
Distributions from net realized gain		(0.65)		0.00		0.00		0.00		0.00
Total dividends and/or distributions to shareholders		(0.92)		(0.30)		(0.22)		(0.17)		(0.20)
Net asset value, end of period	$	33.61	$	31.24	$	23.97	$	20.71	$	20.88
Total Return, at Net Asset Value3		10.70%		31.77%		16.87%		(0.01)%		16.11%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	559,933	$	561,016	$	481,089	$	392,861	$	469,720
Average net assets (in thousands)	$	554,449	$	517,750	$	466,231	$	426,354	$	454,937
Ratios to average net assets:4
Net investment income		0.86%		0.87%		1.12%		0.79%		0.93%
Total expenses5		0.77%		0.78%		0.78%		0.78%		0.78%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.77%		0.78%		0.78%		0.78%		0.78%
Portfolio turnover rate		43%		49%		37%		38%		45%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	0.77%
Year Ended December 31, 2013	0.78%
Year Ended December 31, 2012	0.78%
Year Ended December 30, 2011	0.78%
Year Ended December 31, 2010	0.78%

See accompanying Notes to Financial Statements.

12      OPPENHEIMER MAIN STREET FUND/VA

Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	30.99	$	23.78	$	20.53	$	20.71	$	18.04
Income (loss) from investment operations:
Net investment income2		0.19		0.17		0.20		0.11		0.13
Net realized and unrealized gain (loss)		2.99		7.27		3.20		(0.17)		2.70
Total from investment operations		3.18		7.44		3.40		(0.06)		2.83
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.19)		(0.23)		(0.15)		(0.12)		(0.16)
Distributions from net realized gain		(0.65)		0.00		0.00		0.00		0.00
Total dividends and/or distributions to shareholders		(0.84)		(0.23)		(0.15)		(0.12)		(0.16)
Net asset value, end of period	$	33.33	$	30.99	$	23.78	$	20.53	$	20.71
Total Return, at Net Asset Value3		10.40%		31.44%		16.61%		(0.32)%		15.83%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	806,023	$	915,027	$	869,372	$	1,003,184	$	1,185,456
Average net assets (in thousands)	$	856,467	$	895,073	$	913,871	$	1,094,254	$	1,193,630
Ratios to average net assets:4
Net investment income		0.61%		0.62%		0.85%		0.54%		0.68%
Total expenses5		1.02%		1.04%		1.03%		1.03%		1.03%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.02%		1.04%		1.03%		1.03%		1.03%
Portfolio turnover rate		43%		49%		37%		38%		45%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1.02%
Year Ended December 31, 2013	1.04%
Year Ended December 31, 2012	1.03%
Year Ended December 30, 2011	1.03%
Year Ended December 31, 2010	1.03%

See accompanying Notes to Financial Statements.

13      OPPENHEIMER MAIN STREET FUND/VA

NOTES TO FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Main Street Fund/VA (the “Fund”), a separate series of Oppenheimer Variable Account Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

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 New York Stock Exchange (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.

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.

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.

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

14      OPPENHEIMER MAIN STREET FUND/VA

2. Significant Accounting Policies (Continued)

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.

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2,3		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$39,072,955		$167,103,985		$5,027,976		$394,336,145

1. As of December 31, 2014, the Fund had $5,027,976 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.

Expiring
2015	$	2,513,988
2016		2,513,988
Total	$	5,027,976

Of these losses, $5,027,976 are subject to loss limitation rules resulting from merger activity. These limitations generally reduce the utilization of these losses to a maximum of $2,513,988 per year.

2. During the fiscal year ended December 31, 2014, the Fund utilized $2,513,988 of capital loss carryforward to offset capital gains realized in that fiscal year.

3. During the fiscal year ended December 31, 2013, the Fund utilized $198,916,700 of capital loss carryforward to offset capital gains realized in that fiscal year.

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Reduction to Accumulated Net Investment Income		Reduction to Accumulated Net Realized on Investments4
$21,137,101		$14,964		$21,122,137

4. $21,137,101, including $17,994,597 of long-term capital gain, was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended December 31, 2014		Year Ended December 31, 2013
Distributions paid from:
Ordinary income	$	9,593,789	$	13,396,219
Long-term capital gain		28,666,466		—
Total	$	38,260,255	$	13,396,219

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, 2014 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	$	972,640,349
Gross unrealized appreciation	$	412,926,189
Gross unrealized depreciation		(18,590,044)
Net unrealized appreciation	$	394,336,145

15      OPPENHEIMER MAIN STREET FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

Use of Estimates. 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.

3. 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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific resale restrictions. When possible, such

16      OPPENHEIMER MAIN STREET FUND/VA

3. Securities Valuation (Continued)

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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	173,140,207	$	—	$	—	$	173,140,207
Consumer Staples		76,080,689		58,641,120		—		134,721,809
Energy		94,222,570		—		—		94,222,570
Financials		228,893,555		—		—		228,893,555
Health Care		203,445,487		—		—		203,445,487
Industrials		166,245,923		—		—		166,245,923
Information Technology		265,287,535		—		—		265,287,535
Materials		28,314,334		—		—		28,314,334
Telecommunication Services		21,718,551		—		—		21,718,551
Utilities		24,448,033		—		—		24,448,033
Investment Company		26,546,400		—		—		26,546,400
Total Assets	$	1,308,343,284	$	58,641,120	$	—	$	1,366,984,404

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets.

17      OPPENHEIMER MAIN STREET FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

4. Investments and Risks (Continued)

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

5. 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, 2014						Year Ended December 31, 2013
	Shares			Amount			Shares			Amount
Non-Service Shares
Sold		649,656		$	20,858,404			1,001,432		$	27,082,174
Dividends and/or distributions reinvested		493,447			15,750,818			211,118			5,738,189
Redeemed		(2,439,387	)		(78,246,804	)		(3,327,965	)		(90,367,025	)
Net decrease		(1,296,284	)	$	(41,637,582	)		(2,115,415	)	$	(57,546,662	)
Service Shares
Sold		485,595		$	15,571,150			590,719		$	15,489,645
Dividends and/or distributions reinvested		709,853			22,509,437			283,631			7,658,030
Redeemed		(6,541,357	)		(208,620,564	)		(7,913,253	)		(214,364,928	)
Net decrease		(5,345,909	)	$	(170,539,977	)		(7,038,903	)	$	(191,217,253	)

6. 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, 2014 were as follows:

	Purchases		Sales
Investment securities	$	602,070,206	$	844,010,672

7. 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	0.58

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.65% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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

18      OPPENHEIMER MAIN STREET FUND/VA

7. Fees and Other Transactions with Affiliates (Continued)

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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors 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. The Manager has voluntarily agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; 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, 2014, the Manager waived fees and/or reimbursed the Fund $5,177 for Non-Service shares.

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, 2014, the Manager waived fees and/or reimbursed the Fund $8,011 for IMMF management fees.

These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

8. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

19      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 (a separate series of Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Main Street Fund/VA as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 13, 2015

20      OPPENHEIMER MAIN STREET FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

Capital gain distributions of $0.6541 per share were paid to Non-Service and Service shareholders, respectively, on June 18, 2014. 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, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 46.69% to arrive at the amount eligible for the corporate dividend-received deduction.

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.

21      OPPENHEIMER MAIN STREET FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio managers and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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 (“Mani”) Govil, Benjamin Ram, and Paul Larson, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Fund, the Adviser and the Sub-Adviser. Throughout the year, the Manager provided information on the investment performance of the Fund, 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 large blend funds underlying variable insurance products. The Board considered that the Fund outperformed its performance category median during the three-and five-year periods but underperformed for the one- and ten-year periods.

Costs of Services by the Adviser. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other large blend 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 to those of retail 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 total expenses were higher than its peer group median and category median. The Board also considered that the Fund’s contractual management fee was lower than its peer group median and category median. Within the total asset range of $1 billion to $2 billion, the Fund’s effective management fee rate was higher than its peer group median and lower than its category median. The Board noted that the Manager has voluntarily agreed 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 expense limitation may be amended or withdrawn at any time without prior notice to shareholders.

Economies of Scale and Profits Realized by the Adviser and Sub-Adviser. 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. The Board further noted that on November 1, 2013, an additional fee breakpoint of 0.58% for assets in excess of $1 billion was added to the Fund’s breakpoint schedule.

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

22      OPPENHEIMER MAIN STREET FUND/VA

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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

23      OPPENHEIMER MAIN STREET 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 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.

24      OPPENHEIMER MAIN STREET FUND/VA

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees (since 2013) and Trustee (since 1996) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 1995) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2012) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth: 1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr.

25      OPPENHEIMER MAIN STREET FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

Robert J. Malone, Continued	Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
F. William Marshall, Jr., Trustee (since 2000) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Govil, Ram, Larson, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. 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.

26      OPPENHEIMER MAIN STREET FUND/VA

Manind Govil, Vice President (since 2009) Year of Birth: 1969	Senior Vice President, the Main Street Team Leader and a portfolio manager of the Sub-Adviser (since May 2009). Portfolio manager with RS Investment Management Co. LLC (October 2006-March 2009). 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), and was lead portfolio manager - core equity (April 1996-July 2005), at Mercantile Capital Advisers, Inc. A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Benjamin Ram, Vice President (since 2009) Year of Birth: 1972	Vice President of the Sub-Adviser (since May 2009); Senior Portfolio Manager of the Sub-Adviser (since January 2011) and Portfolio Manager of the Sub-Adviser (May 2009-December 2010). 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 (October 2006-May 2009). Portfolio Manager of Mid Cap Strategies, Sector Manager Financials at The Guardian Life Insurance Company of America (January 2006-October 2006) when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. Financial analyst (2003-2005), and co-portfolio manager (2005-2006) at Mercantile Capital Advisers, Inc.; bank analyst at Legg Mason Securities (2000-2003) and a senior financial analyst at the CitiFinancial division of Citigroup, Inc. (1997-2000). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Paul Larson, Vice President (since 2014) Year of Birth: 1971	Vice President of the Sub-Adviser (since January 2013). Prior to joining the Sub-Adviser, he was a portfolio manager and Chief Equity Strategist at Morningstar. He was previously an analyst at Morningstar covering the energy sector and oversaw the firm’s natural resources analysts. Prior to joining Morningstar in 2002, Mr. Larson was an analyst with The Motley Fool. A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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 1.800.988.8287.

27      OPPENHEIMER MAIN STREET FUND/VA

OPPENHEIMER MAIN STREET FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and	OFI Global Asset Management, Inc.
Shareholder
Servicing Agent
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent	KPMG LLP
Registered
Public
Accounting
Firm
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

PORTFOLIO MANAGERS: Matthew P. Ziehl, CFA, Raymond Anello, CFA, Raman Vardharaj, CFA, Joy Budzinski, Kristin Ketner, Magnus Krantz and Adam Weiner

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception Date	1-Year		5-Year		10-Year
Non-Service Shares	5/1/98	11.93	%	17.58	%	9.12	%
Service Shares	7/16/01	11.66		17.29		8.86
Russell 2000 Index		4.89		15.55		7.77

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

TOP TEN COMMON STOCK HOLDINGS

LaSalle Hotel Properties	2.2	%
Korn/Ferry International	2.1
Dana Holding Corp.	2.0
KAR Auction Services, Inc.	2.0
STAG Industrial, Inc.	2.0
Prestige Brands Holdings, Inc.	2.0
Western Refining, Inc.	1.9
WellCare Health Plans, Inc.	1.9
Mattress Firm Holding Corp.	1.7
Chatham Lodging Trust	1.7

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

SECTOR ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of common stocks.

2      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

Fund Performance Discussion

The Fund’s Non-Service shares produced a return of 11.93% during the reporting period, outperforming the Russell 2000 Index (the “Index”), which returned 4.89%. The Fund’s outperformance stemmed primarily from stronger relative stock selection in the industrials, energy, consumer discretionary and materials sectors. Conversely, the Fund underperformed the Index in the health care and consumer staples sectors due to less favorable stock selection, and in the utilities sector as a result of an underweight position.

MARKET OVERVIEW

During the past year domestic equity — as an asset class — once again distinguished itself as stocks appreciated in value across all capitalizations. In 2014, the U.S. economy provided a favorable backdrop for the outperformance of equities with steady, albeit modest growth, continued little wage inflation, and interest rates that remained low — in fact, well below initial expectations. Under these economic conditions most companies were able to demonstrate ongoing improvement with the majority beating expectations — on both the top and bottom lines.

The ride throughout the year, however, was anything but smooth. Macro influences —particularly the strengthening dollar, flattening yield curve, and tumbling oil price — played a significant role in determining which equities out- or underperformed. Accommodation by the Federal Reserve (the “Fed”), which officially ended its bond-buying stimulus program in October, helped to fuel demand for high-dividend paying stocks such as utilities and real estate investment trusts (“REITs”), while a step-up in merger and acquisition activity — spurred on by the desire to relocate to advantageous low tax jurisdictions — boosted stocks primarily in the health care sector. But not all was rosy. The Fed’s accommodative behavior proved a headwind for many financials as long yields declined, hurting the profitability of banks. The strengthening U.S. dollar also proved a headwind, especially for multi-national companies where translation from local currencies to the greenback negatively impacted the bottom line. Consequently, stocks with international businesses broadly underperformed stocks with mostly domestic exposure.

Geopolitical risks, including those concentrated in Ukraine and Russia and the ever-present turmoil in the Middle East, caused investors to fret and resulted in, at times, quite the roller coaster ride. Add to this the fact that growth outside of the U.S. was anemic, at best, leading investors to worry intermittently about the global outlook and its impact on domestic stocks. And, a new concern raised its very ugly head as the Ebola epidemic in Western Africa spooked investors further. Though volatility remained below historical averages, these issues caused it to it to spike on a number of occasions throughout the year.

TOP INDIVIDUAL CONTRIBUTORS

Fund holdings that were contributors to performance this period included Cavium, Inc., Century Aluminum Co. and LaSalle Hotel Properties. Cavium is a provider of integrated semiconductor processors enabling processing for networks, communications, storage, wireless, security and video applications. Expectations for accelerating revenue growth propelled this stock higher during the reporting period. The improving outlook reflects a solid pipeline of products to be delivered to enterprise and wireless customers, plus promising new product designs that have the potential to further fuel demand coming from wireless infrastructure and data center providers. We believe Cavium is at a positive inflection point in its revenue cycle, and added to our position size to reflect the strengthening fundamentals. The stock of Century Aluminum was propelled higher due to several factors during the reporting period. Century benefited from rising London Metal Exchange aluminum prices — leading to the strongest reported earnings in three years. Additionally, investors have become increasingly aware of the evolving secular growth opportunity as aluminum gains greater content penetration in automotive manufacturing. These factors resulted in several Wall Street analyst upgrades, helping to support the rising stock price. LaSalle Hotel Properties is a real estate investment trust (“REIT”) focused primarily on upmarket full service hotel properties. REITs, which have historically had high payout yields, have been among the best performing stocks year-to-date as investors seek sources of attractive current income. During the period, the company announced sales and profits that topped expectations. Additionally, a recently closed purchase of a hotel in San Francisco has added to the future growth outlook.

TOP INDIVIDUAL DETRACTORS

Top detractors from performance included information technology stocks Infoblox, Inc., Web.com Group, Inc. and Finisar Corp. We exited our position in these holdings by period end. Infoblox is a leader in “automated network control” solutions and security — allowing companies to manage large and complex data networks, and the proliferation of mobile devices connected to them. The stock suffered a setback after management preannounced a deceleration in growth and guided to a further slowdown for the full fiscal year. As a result, analyst estimates were revised down significantly, putting selling pressure on the company’s stock. The disappointing guidance for both revenues and earnings was largely attributable to a “slippage” of large deal signings and ongoing weakness in business with the U.S. federal government. We exited the position after another disappointing report and the CEO’s unexpected departure. Web.com Group, Inc. is a provider of Internet services and online marketing solutions, primarily to small businesses. Over the fourth quarter of 2014, the company disappointed

3      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

investors for a second consecutive quarter when it reported results. Decelerating growth in its core “Do-It-For-Me” business — a key contributor to the company’s revenue over the past several years — was the prime culprit leading to the shortfall in earnings. This disappointment was a violation of our investment thesis that was predicated on customers continuing to migrate up the value chain, leading to both accelerating revenue growth and improved profitability. As a consequence, we have eliminated our holdings in this stock. Finisar’s products enable high-speed data communications over both local and storage area networks. A disappointing quarterly result, with earnings that missed estimates, combined with lowered guidance from management, drove this stock’s negative results. While revenues were generally in-line with expectations, gross margins fell short due to a less favorable revenue mix stemming from lower margin data-com sales to markets such as China.

STRATEGY & OUTLOOK

While we have no crystal ball, we believe domestic equities should continue to be an attractive investment. The U.S. economic outlook remains favorable, with ongoing moderate real growth, low inflationary pressures and little expected impact from the Fed’s initial tightening of the yield curve’s short-end. We believe profit margins, which have expanded to peak historical levels, are unlikely to expand significantly further, but quite probably can be sustained at current levels. With interest rates remaining low, combined with the fall in oil prices, consumer spending — which is the majority of GDP — should support our outlook for moderate growth.

Shocks to the market — whether economic or geopolitical in nature — will no doubt continue and could result in rising volatility. If true, we expect investors may favor stocks characterized by “higher quality” — those that have pricing power, control over costs, and exhibit both improving returns on invested capital and generate excess cash flow. We believe this market environment can favor our consistent approach, which aims to construct an “all weather” portfolio by targeting companies we believe have: 1) sustainable competitive advantages; 2) skilled management with a proven track record of executing effectively; and 3) financial resources with the potential to generate improving profitability, gain market share, and/or return significant cash to shareholders. During times of volatile or slow economic growth such companies frequently widen their lead over weaker competitors. We seek to invest in companies characterized by these qualities at compelling valuations, and believe this disciplined approach is essential in seeking to generate superior long-term performance.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. or its affiliates.

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.

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, 2014. Performance is measured over a ten-fiscal-year period for both Classes. 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. The Russell 2000 Index is an index of equity securities of small capitalization companies that is a measure of the small company market. The Index is unmanaged and cannot be purchased directly by investors. 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 comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

4      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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 MAIN STREET SMALL CAP FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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.

Actual	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During 6 Months Ended December 31, 2014
Non-Service shares	$	1,000.00	$	1,071.00	$	4.18
Service shares		1,000.00		1,069.70		5.49
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

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares	0.80%
Service shares	1.05

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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 MAIN STREET SMALL CAP FUND/VA

STATEMENT OF INVESTMENTS December 31, 2014

	Shares		Value
Common Stocks—99.3%
Consumer Discretionary—10.0%
Auto Components—2.0%
Dana Holding Corp.		1,029,993	$	22,392,048
Diversified Consumer Services—1.1%
LifeLock, Inc.1		632,840		11,713,868
Hotels, Restaurants & Leisure—3.8%
Brinker International, Inc.		192,860		11,318,953
International Speedway Corp., Cl. A		260,497		8,244,730
Popeyes Louisiana Kitchen, Inc.1		195,370		10,993,470
Texas Roadhouse, Inc., Cl. A		350,760		11,841,658
				42,398,811
Household Durables—0.9%
KB Home		602,720		9,975,016
Specialty Retail—1.7%
Mattress Firm Holding Corp.1		329,563		19,141,019
Textiles, Apparel & Luxury Goods—0.5%
Iconix Brand Group, Inc.1		171,040		5,779,442
Consumer Staples—2.4%
Food Products—1.9%
Flowers Foods, Inc.		199,550		3,829,365
Pinnacle Foods, Inc.		492,510		17,385,603
				21,214,968
Personal Products—0.5%
Nu Skin Enterprises, Inc., Cl. A		129,680		5,667,016
Energy—4.4%
Energy Equipment & Services—0.5%
RigNet, Inc.1		144,270		5,919,398
Oil, Gas & Consumable Fuels—3.9%
Cone Midstream Partners LP1		535,511		12,916,525
Renewable Energy Group, Inc.1		941,473		9,141,703
Western Refining, Inc.		564,521		21,327,604
				43,385,832
Financials—23.3%
Capital Markets—0.6%
Investment Technology Group, Inc.1		313,900		6,535,398
Commercial Banks—8.8%
BancorpSouth, Inc.		692,880		15,596,729
BankUnited, Inc.		505,935		14,656,937
First Niagara Financial Group, Inc.		1,875,290		15,808,695
FirstMerit Corp.		724,186		13,679,873
MB Financial, Inc.		501,070		16,465,160
Talmer Bancorp, Inc., Cl. A		416,640		5,849,625
Webster Financial Corp.		476,090		15,487,208
				97,544,227
Insurance—2.0%
Endurance Specialty Holdings Ltd.		186,490		11,159,561
James River Group Holdings Ltd.1		257,820		5,867,983
Old Republic International Corp.		357,590		5,231,542
				22,259,086
Real Estate Investment Trusts (REITs)—10.2%
Apollo Commercial Real Estate Finance, Inc.		831,402		13,601,737
Chatham Lodging Trust		660,450		19,133,237
DuPont Fabros Technology, Inc.		373,590		12,418,132
LaSalle Hotel Properties		603,656		24,429,958
Mid-America Apartment Communities, Inc.		98,775		7,376,517
Redwood Trust, Inc.		395,130		7,784,061
STAG Industrial, Inc.		895,490		21,939,505
Starwood Property Trust, Inc.		239,802		5,572,998
				112,256,145

	Shares		Value
Thrifts & Mortgage Finance—1.7%
Flagstar Bancorp, Inc.1		657,367	$	10,340,383
Oritani Financial Corp.		549,710		8,465,534
				18,805,917
Health Care—16.1%
Biotechnology—1.6%
Celldex Therapeutics, Inc.1		228,570		4,171,403
Keryx Biopharmaceuticals, Inc.1		539,830		7,638,595
Kite Pharma, Inc.1		48,460		2,794,688
Ultragenyx Pharmaceutical, Inc.1		69,280		3,040,006
				17,644,692
Health Care Equipment & Supplies—4.4%
DexCom, Inc.1		146,370		8,057,669
Greatbatch, Inc.1		158,631		7,820,508
Integra LifeSciences Holdings Corp.1		191,540		10,387,214
NxStage Medical, Inc.1		377,930		6,776,285
Spectranetics Corp. (The)1		441,260		15,258,771
				48,300,447
Health Care Providers & Services—5.4%
Acadia Healthcare Co., Inc.1		161,470		9,883,579
HealthSouth Corp.		404,660		15,563,223
Team Health Holdings, Inc.1		238,270		13,707,673
WellCare Health Plans, Inc.1		250,231		20,533,956
				59,688,431
Health Care Technology—0.9%
HMS Holdings Corp.1		491,466		10,389,591
Life Sciences Tools & Services—1.1%
MorphoSys AG1		47,527		4,400,428
VWR Corp.1		287,730		7,443,575
				11,844,003
Pharmaceuticals—2.7%
AcelRx Pharmaceuticals, Inc.1		344,980		2,321,715
Aratana Therapeutics, Inc.1		303,420		5,406,944
Prestige Brands Holdings, Inc.1		629,766		21,865,476
				29,594,135
Industrials—18.7%
Aerospace & Defense—0.6%
AAR Corp.		224,795		6,244,805
Air Freight & Couriers—0.7%
XPO Logistics, Inc.1		204,030		8,340,746
Airlines—0.8%
Spirit Airlines, Inc.1		111,400		8,419,612
Commercial Services & Supplies—5.5%
ABM Industries, Inc.		325,660		9,330,159
ACCO Brands Corp.1		1,432,727		12,908,870
KAR Auction Services, Inc.		636,290		22,047,449
Matthews International Corp., Cl. A		161,770		7,873,346
Waste Connections, Inc.		188,790		8,304,872
				60,464,696
Construction & Engineering—1.5%
AECOM Technology Corp.1		285,873		8,681,963
MasTec, Inc.1		331,320		7,491,145
				16,173,108
Electrical Equipment—1.1%
Generac Holdings, Inc.1		170,630		7,978,659
General Cable Corp.		265,720		3,959,228
				11,937,887
Machinery—1.4%
Greenbrier Cos., Inc. (The)		136,180		7,316,952

7      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

	Shares		Value
Machinery (Continued)
Rexnord Corp.1		305,230	$	8,610,538
				15,927,490
Professional Services—4.1%
Korn/Ferry International1		817,201		23,502,701
On Assignment, Inc.1		346,560		11,502,326
Paylocity Holding Corp.1		418,090		10,916,330
				45,921,357
Road & Rail—1.9%
Saia, Inc.1		151,290		8,375,414
Swift Transportation Co., Cl. A1		426,774		12,218,540
				20,593,954
Trading Companies & Distributors—1.1%
NOW, Inc.1		458,200		11,789,486
Information Technology—15.9%
Electronic Equipment, Instruments, & Components—1.9%
IPG Photonics Corp.1		71,650		5,368,018
SYNNEX Corp.		199,040		15,556,966
				20,924,984
Internet Software & Services—1.7%
Cornerstone OnDemand, Inc.1		181,400		6,385,280
j2 Global, Inc.		207,323		12,854,026
				19,239,306
IT Services—1.7%
Booz Allen Hamilton Holding Corp., Cl. A		300,070		7,960,857
CACI International, Inc., Cl. A1		121,310		10,454,496
				18,415,353
Semiconductors & Semiconductor Equipment—4.6%
Cavium, Inc.1		283,470		17,524,115
MKS Instruments, Inc.		305,650		11,186,790
Semtech Corp.1		312,798		8,623,841
Spansion, Inc., Cl. A1		393,300		13,458,726
				50,793,472

	Shares			Value
Software—6.0%
FleetMatics Group plc1		144,140		$	5,115,528
Fortinet, Inc.1		499,051			15,300,904
Guidewire Software, Inc.1		317,160			16,057,811
Imperva, Inc.1		375,490			18,560,471
Proofpoint, Inc.1		226,950			10,945,798
					65,980,512
Materials—8.1%
Chemicals—3.0%
A. Schulman, Inc.		191,388			7,756,956
Cytec Industries, Inc.		165,756			7,652,955
Intrepid Potash, Inc.1		570,780			7,922,426
Tronox Ltd., Cl. A		422,580			10,091,210
					33,423,547
Metals & Mining—2.4%
AK Steel Holding Corp.1		973,990			5,785,501
Century Aluminum Co.1		281,670			6,872,748
Kaiser Aluminum Corp.		199,310			14,236,713
					26,894,962
Paper & Forest Products—2.7%
Boise Cascade Co.1		294,810			10,952,192
PH Glatfelter Co.		727,623			18,605,320
					29,557,512
Utilities—0.4%
Water Utilities—0.4%
Aqua America, Inc.		147,223			3,930,854
Total Common Stocks (Cost $858,584,196)					1,097,423,133
Investment Company—0.4%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%2,3 (Cost $3,962,569)		3,962,569			3,962,569
Total Investments, at Value (Cost $862,546,765)		99.7	%		1,101,385,702
Net Other Assets (Liabilities)		0.3			3,653,624
Net Assets		100.0	%	$	1,105,039,326

Footnotes to Statement of Investments

1. Non-income producing security.

2. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross     Additions		Gross     Reductions		Shares December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		33,794,445		398,073,396		427,905,272		3,962,569

	Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E	$	3,962,569	$	13,361

3. Rate shown is the 7-day yield as of December 31, 2014

See accompanying Notes to Financial Statements.

8      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $858,584,196)	$	1,097,423,133
Affiliated companies (cost $3,962,569)		3,962,569
		1,101,385,702
Cash		1,000,000
Receivables and other assets:
Investments sold		15,570,562
Dividends		1,755,582
Other		39,350
Total assets		1,119,751,196
Liabilities
Payables and other liabilities:
Investments purchased		13,394,210
Shares of beneficial interest redeemed		948,276
Distribution and service plan fees		203,731
Shareholder communications		100,467
Trustees’ compensation		38,187
Other		26,999
Total liabilities		14,711,870
Net Assets	$	1,105,039,326
Composition of Net Assets
Par value of shares of beneficial interest	$	42,026
Additional paid-in capital		704,705,850
Accumulated net investment income		6,499,588
Accumulated net realized gain on investments and foreign currency transactions		154,952,925
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		238,838,937
Net Assets	$	1,105,039,326
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 $136,401,995 and 5,136,321 shares of beneficial interest outstanding)		$26.56
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $968,637,331 and 36,890,006 shares of beneficial interest outstanding)		$26.26

See accompanying Notes to Financial Statements.

9      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Investment Income
Dividends:
Unaffiliated companies	$	19,530,001
Affiliated companies		13,361
Interest		9,469
Total investment income		19,552,831
Expenses
Management fees		7,351,685
Distribution and service plan fees - Service shares		2,388,222
Transfer and shareholder servicing agent fees:
Non-Service shares		133,502
Service shares		955,221
Shareholder communications:
Non-Service shares		21,619
Service shares		155,266
Trustees’ compensation		41,433
Custodian fees and expenses		5,980
Other		106,928
Total expenses		11,159,856
Less reduction to custodian expenses		(116)
Less waivers and reimbursements of expenses		(89,922)
Net expenses		11,069,818
Net Investment Income		8,483,013
Realized and Unrealized Gain (Loss)
Net realized gain on:
Investments from:
Unaffiliated companies		178,981,721
Foreign currency transactions		4,645
Net realized gain		178,986,366
Net change in unrealized appreciation/depreciation on:
Investments		(66,148,216)
Translation of assets and liabilities denominated in foreign currencies		(538,053)
Net change in unrealized appreciation/depreciation		(66,686,269)
Net Increase in Net Assets Resulting from Operations	$	120,783,110

See accompanying Notes to Financial Statements.

10      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended	Year Ended
	December 31, 2014	December 31, 2013
Operations
Net investment income	$                  8,483,013	$	4,792,644
Net realized gain	178,986,366		175,049,148
Net change in unrealized appreciation/depreciation	(66,686,269)		173,986,568
Net increase in net assets resulting from operations	120,783,110		353,828,360
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares	(1,181,678)		(978,410)
Service shares	(6,176,380)		(6,606,031)
	(7,358,058)		(7,584,441)
Distributions from net realized gain:
Non-Service shares	(18,983,832)		(1,288,110)
Service shares	(137,086,830)		(11,405,204)
	(156,070,662)		(12,693,314)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares	6,791,213		11,660,720
Service shares	16,033,807		(157,538,740)
	22,825,020		(145,878,020)
Net Assets
Total increase (decrease)	(19,820,590)		187,672,585
Beginning of period	1,124,859,916		937,187,331
End of period (including accumulated net investment income of $6,499,588 and $3,488,652, respectively)	$          1,105,039,326	$	1,124,859,916

See accompanying Notes to Financial Statements.

11      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

FINANCIAL HIGHLIGHTS

Non-Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	27 .80	$	20 .14	$	17 .17	$	17 .66	$	14 .40
Income (loss) from investment operations:
Net investment income2		0 .26		0 .16		0 .21		0 .10		0 .10
Net realized and unrealized gain (loss)		2 .74		8 .01		2 .87		(0 .48)		3 .25
Total from investment operations		3 .00		8 .17		3 .08		(0 .38)		3 .35
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .25)		(0 .22)		(0 .11)		(0 .11)		(0 .09)
Distributions from net realized gain		(3 .99)		(0 .29)		0 .00		0 .00		0 .00
Total dividends and/or distributions to shareholders		(4 .24)		(0 .51)		(0 .11)		(0 .11)		(0 .09)
Net asset value, end of period	$	26 .56	$	27 .80	$	20 .14	$	17 .17	$	17 .66
Total Return, at Net Asset Value3		11 .93%		41 .01%		17.99%		(2.21)%		23.41%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	136,402	$	134,692	$	87,267	$	79,722	$	95,576
Average net assets (in thousands)	$	133,864	$	113,522	$	83,790	$	86,796	$	88,063
Ratios to average net assets:4
Net investment income		0 .99%		0 .67%		1 .09%		0 .58%		0 .68%
Total expenses5		0 .80%		0 .81%		0 .83%		0 .83%		0 .85%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0 .79%		0 .80%		0 .80%		0 .80%		0 .80%
Portfolio turnover rate		65%		60%		92%		108%		73%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	0.80	%
Year Ended December 31, 2013	0.81	%
Year Ended December 31, 2012	0.83	%
Year Ended December 30, 2011	0.83	%
Year Ended December 31, 2010	0.85	%

See accompanying Notes to Financial Statements.

12      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	27 .53	$	19 .96	$	17 .02	$	17 .50	$	14 .28
Income (loss) from investment operations:
Net investment income2		0 .19		0 .10		0 .15		0 .06		0 .07
Net realized and unrealized gain (loss)		2 .71		7 .93		2 .85		(0 .47)		3 .21
Total from investment operations		2 .90		8 .03		3 .00		(0 .41)		3 .28
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .18)		(0 .17)		(0 .06)		(0 .07)		(0 .06)
Distributions from net realized gain		(3 .99)		(0 .29)		0 .00		0 .00		0 .00
Total dividends and/or distributions to shareholders		(4 .17)		(0 .46)		(0 .06)		(0 .07)		(0 .06)
Net asset value, end of period	$	26 .26	$	27 .53	$	19 .96	$	17 .02	$	17 .50
Total Return, at Net Asset Value3		11 .66%		40 .62%		17 .67%		(2 .38)%		23 .06%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	968,637	$	990,168	$	849,920	$	790,752	$	859,710
Average net assets (in thousands)	$	957,874	$	935,083	$	836,487	$	823,201	$	730,069
Ratios to average net assets:4
Net investment income		0 .75%		0 .43%		0 .82%		0 .34%		0 .45%
Total expenses5		1 .05%		1 .06%		1 .08%		1 .08%		1 .10%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1 .04%		1 .05%		1 .05%		1 .05%		1 .05%
Portfolio turnover rate		65%		60%		92%		108%		73%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1.05	%
Year Ended December 31, 2013	1.06	%
Year Ended December 31, 2012	1.08	%
Year Ended December 30, 2011	1.08	%
Year Ended December 31, 2010	1.10	%

See accompanying Notes to Financial Statements.

13      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

NOTES TO FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Main Street Small Cap Fund/VA (the “Fund”), a separate series of Oppenheimer Variable Account Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

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.

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.

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.

14      OPPENHEIMER MAIN STREET SMALL FUND/VA

2. Significant Accounting Policies (Continued)

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$10,746,624		$152,163,952		$—		$237,419,061

1. During the fiscal year ended December 31, 2014, the Fund did not utilize any capital loss carryforward.

2. During the fiscal year ended December 31, 2013, the Fund did not utilize any capital loss carryforward.

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Increase to Accumulated Net Investment Income		Reduction to Accumulated Net Realized Gain on Investments3
$21,012,227		$1,885,981		$22,898,208

3. $21,062,159, including $20,495,261 of long-term capital gain, was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended December 31, 2014		Year Ended December 31, 2013
Distributions paid from:
Ordinary income	$	82,496,622	$	7,584,441
Long-term capital gain		80,932,098		12,693,314
Total	$	163,428,720	$	20,277,755

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, 2014 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	$	863,966,641
Gross unrealized appreciation	$	253,876,798
Gross unrealized depreciation		(16,457,737)
Net unrealized appreciation	$	237,419,061

Use of Estimates. 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.

3. 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.

    The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

    The following methodologies are used to determine the market value or the fair value of the types of securities described below:

15      OPPENHEIMER MAIN STREET SMALL FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

    Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

    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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

    Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

    To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

16      OPPENHEIMER MAIN STREET SMALL FUND/VA

3. Securities Valuation (Continued)

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	111,400,204	$	—	$	—	$	111,400,204
Consumer Staples		26,881,984		—		—		26,881,984
Energy		49,305,230		—		—		49,305,230
Financials		257,400,773		—		—		257,400,773
Health Care		173,060,871		4,400,428		—		177,461,299
Industrials		205,813,141		—		—		205,813,141
Information Technology		175,353,627		—		—		175,353,627
Materials		89,876,021		—		—		89,876,021
Utilities		3,930,854		—		—		3,930,854
Investment Company		3,962,569		—		—		3,962,569
Total Assets	$	1,096,985,274	$	4,400,428	$	—	$	1,101,385,702

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets.

    The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

5. 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, 2014				Year Ended December 31, 2013
	Shares		Amount		Shares		Amount
Non-Service Shares
Sold		1,046,887	$	27,673,554		2,050,901	$	49,473,567
Dividends and/or distributions reinvested		817,408		20,165,510		95,274		2,266,520
Redeemed		(1,573,636)		(41,047,851)		(1,633,467)		(40,079,367)
Net increase		290,659	$	6,791,213		512,708	$	11,660,720
Service Shares
Sold		3,683,961	$	93,934,405		3,333,649	$	79,750,169
Dividends and/or distributions reinvested		5,866,634		143,263,210		763,535		18,011,235
Redeemed		(8,630,744)		(221,163,808)		(10,718,072)		(255,300,144)
Net increase (decrease)		919,851	$	16,033,807		(6,620,888)	$	(157,538,740)

17      OPPENHEIMER MAIN STREET SMALL FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

6. 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, 2014 were as follows:

	Purchases		Sales
Investment securities	$	697,022,651	$	788,822,683

7. 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	0.58

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.67% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors 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. The Manager has contractually agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; 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, 2014, the Manager waived fees and/or reimbursed the Fund $9,046 for Non-Service shares and $64,235 for Service shares, respectively.

    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, 2014, the Manager waived fees and/or reimbursed the Fund $16,641 for IMMF management fees.

    These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

18      OPPENHEIMER MAIN STREET SMALL FUND/VA

8. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

19      OPPENHEIMER MAIN STREET SMALL 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 (a separate series of Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

    We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Main Street Small Cap Fund/VA as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 13, 2015

20      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

    Capital gain distributions of $2.06653 per share were paid to Non-Service and Service shareholders, respectively, on June 18, 2014. 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, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 82.71% to arrive at the amount eligible for the corporate dividend-received deduction.

    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.

21      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

    The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

    The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

    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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio managers and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

    The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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, Raymond Anello, Raman Vardharaj, Joy Budzinski, Kristin Ketner Pak, Magnus Krantz, and Adam Weiner, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

    Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund, 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 small blend funds underlying variable insurance products. The Board noted that the Fund outperformed its performance category median for each of the one-, three-, five- and ten-year periods. The Board also noted that the Fund performed in the first quintile of its performance category for the three-, five- and ten-year periods and performed in the second quintile for the one-year period.

    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 noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other small blend 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 to those of retail 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 contractual management fee and total expenses were lower than its peer group median and category median. Within the total asset range of $1 billion to $2 billion, the Fund’s effective management fee rate was lower than its peer group median and category median. The Board also considered that the Manager has contractually agreed 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 contractual expense limitation may not be amended or withdrawn until one year after the date of the Fund’s prospectus, unless approved by the Board.

    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. The Board further noted that on November 1, 2013, an additional fee breakpoint of 0.58% for assets in excess of $1 billion was added to the Fund’s breakpoint schedule.

22      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

    Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Managers 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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

23      OPPENHEIMER MAIN STREET SMALL CAP 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 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.

24      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees (since 2013) and Trustee (since 1998) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 1998) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2012) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth: 1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

25      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

F. William Marshall, Jr., Trustee (since 2000) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Ziehl, Vardharaj, Anello, Krantz, Weiner, Steinmetz, Gabinet, Mss. Budzinski, Ketner, Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. 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.
Matthew P. Ziehl, Vice President (since 2009) Year of Birth: 1967	Vice President and Senior Portfolio Manager of the Sub-Adviser (since May 2009). Portfolio manager with RS Investment Management Co. LLC (October 2006-May 2009); Managing Director at The Guardian Life Insurance Company (December 2001-October 2006) when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. 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 other portfolios in the OppenheimerFunds complex.

26      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

Raman Vardharaj, Vice President (since 2009) Year of Birth: 1971	Vice President and portfolio manager of the Sub-Adviser (since May 2009). 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). Quantitative analyst at The Guardian Life Insurance Company of America (1998-October 2006) when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Raymond Anello, Vice President (since 2011) Year of Birth: 1964	Vice President of the Sub-Adviser (since May 2009) and a portfolio manager of the Sub-Adviser (since April 2011). Sector manager for energy and utilities for the Sub-Adviser’s Main Street Investment Team (since May 2009). Portfolio Manager of the RS All Cap Dividend product (from its inception in July 2007-April 2009) and served as a sector manager for energy and utilities for various other RS Investments products. Guardian Life Insurance Company (October 1999) and transitioned to RS Investments (October 2006) in connection with Guardian Life Insurance Company’s acquisition of an interest in RS Investments. Mr. Anello served as an equity portfolio manager/analyst and high yield analyst at Orion Capital (1995-1998) and an assistant portfolio manager at the Garrison Bradford portfolio management firm (1988-1995). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Joy Budzinski, Vice President (since 2012) Year of Birth: 1968	Vice President of the Sub-Adviser (since May 2009) and a portfolio manager of the Sub-Adviser (since November 2012). Sector manager for healthcare for the Sub-Adviser’s Main Street Investment Team (since May 2009). Healthcare sector manager at RS Investment and Guardian Life Insurance Company. Guardian Life Insurance Company (August 2006) and transitioned to RS Investments (October 2006) in connection with Guardian Life Insurance Company’s acquisition of an interest in RS Investments. Senior equity analyst at Bank of New York BNY Asset Management (2001 -2006); portfolio manager and analyst at Alliance of America (1999-2001); portfolio manager and analyst at JP Morgan Chase (1993-1997); analyst at Prudential Investments (1997-1998). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Kristin Ketner, Vice President (since 2012) Year of Birth: 1965	Vice President of the Sub-Adviser (since June 2009) and a portfolio manager of the Sub-Adviser (since November 2012). Sector manager for consumer discretionary and consumer staples for the Sub-Adviser’s Main Street Investment Team (since May 2009). Sector manager at RS Investment and Guardian Life Insurance Company. Guardian Life Insurance Company in February 2006 and transitioned to RS Investments in October 2006 in connection with Guardian Life Insurance Company’s acquisition of an interest in RS Investments. Portfolio Manager at Solstice Equity Management (2002-2005); retail analyst at Goldman Sachs (1999-2001); Director of Strategy and Integration at Staples (1997-1999); investment banker at Merrill Lynch (1987-1992 and 1995-1997) and Montgomery Securities (1994-1995). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Magnus Krantz, Vice President (since 2012) Year of Birth: 1967	Vice President of the Sub-Adviser (since May 2009) and a portfolio manager of the Sub-Adviser (since November 2012); sector manager for technology for the Sub-Adviser’s Main Street Investment Team (since May 2009). Prior to joining the Sub-Adviser, Mr. Krantz was a sector manager at RS Investment and Guardian Life Insurance Company. Mr. Krantz joined Guardian Life Insurance Company in December 2005 and transitioned to RS Investments in October 2006 in connection with Guardian Life Insurance Company’s acquisition of an interest in RS Investments. Portfolio manager and analyst at Citigroup Asset Management (1998-2005) and as a consultant at Price Waterhouse (1997-1998). He also served as product development engineer at Newbridge Networks (1993-1996) and as a software engineer at Mitel Corporation (1990-1993). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Adam Weiner, Vice President (since 2012) Year of Birth: 1969	Vice President of the Sub-Adviser (since May 2009) and a portfolio manager of the Sub-Adviser (since November 2012). Sector manager for industrials and materials for the Sub-Adviser’s Main Street Investment Team (since May 2009). Sector manager at RS Investment for industrials and materials (January 2007-April 2009). Director and senior equity analyst at Credit Suisse Asset Management (CSAM) (September 2004-December 2006). Equity analyst at Credit Suisse First Boston 2004-2006 (buy-side) and 1999-2004 (sell-side) and Morgan Stanley (1996-1999); internal auditor at Dun and Bradstreet (1992-1996). Budget analyst, Information Resources Division of the Executive Office of the President (1990-1992). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive

27      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

Arthur S. Gabinet, Continued	Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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 1.800.988.8287.

28      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

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31      OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMG LLP
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

December 31, 2014

ANNUAL REPORT

Listing of Top Holdings

Fund Performance Discussion

Financial Statements

Fund Performance Discussion

PORTFOLIO MANAGERS: Christopher Proctor, CFA and Adam S. Wilde, CFA

Current Yield
For the 7-Day Period Ended 12/31/14
With Compounding	0.01%
Without Compounding	0.01%
For the 12-Month Period Ended 12/31/14
With Compounding	0.01%
Without Compounding	0.01%

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 1.800.988.8287. The yields take into account voluntary fee waivers and/or expense reimbursements, without which yields would have been lower. Some of these undertakings may be modified at any time, as indicated in the prospectus. There is no guarantee that the Fund will maintain a positive yield. 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.

PORTFOLIO ALLOCATION
Short-Term Notes/Commercial Paper	50.1%
Certificates of Deposit	25.2
Direct Bank Obligations	18.4
Investment Company	6.3
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of investments.

2      OPPENHEIMER MONEY FUND/VA

Fund Performance Discussion

Despite volatility among long-term interest rates stemming from changing economic expectations and a shift in U.S. monetary policy, short-term rates and money market yields remained relatively stable, anchored by the Federal Reserve’s (the “Fed”) unchanged target of between 0% and 0.25% for the overnight federal funds rate.

MARKET OVERVIEW

Throughout the reporting period, the Fed continued to taper its large scale asset purchase program by $10 billion per month, and eventually ended the program in late October 2014. Despite the Fed’s tapering, other central banks throughout the globe executed exceedingly loose monetary policies, providing plenty of liquidity to the markets. In addition, the Securities and Exchange Commission approved new rules for money market funds, which we discuss in greater detail in the Fund Review section of this report.

In the U.S., although data in the U.S. softened for the first quarter due partially to cold weather effects across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and an estimated 5.0%, respectively.

Outside of the U.S., the positive data points that had emerged in Europe in 2013 and early 2014 largely reversed themselves later in the reporting period and the European Central Bank (the “ECB”) came under even greater pressure to provide a credible plan to boost growth and avoid deflation. In response, the ECB adopted a number of policies designed to stimulate growth. In Japan, which has been mired in economic weakness for years, the Abe administration has adopted even more aggressive economic policies with the Bank of Japan (the “BoJ”) executing a massive quantitative easing (“QE”) program. However, the results have not been particularly impressive, with that economy slipping back into recession in the third quarter of 2014 following the consumption tax increase. Emerging markets’ economic growth was mixed, as certain regions such as Eastern Europe and the Middle East remained burdened by geopolitical turmoil. Many commodity producing emerging market economies also struggled as prices for most commodities fell. Countries such as India and Indonesia have benefited from business-friendly new administrations.

Despite numerous changes and macroeconomic concerns this reporting period, money market yields largely remained unchanged.

FUND REVIEW

In July, the Securities and Exchange Commission voted to adopt the long awaited and much anticipated rules for money market funds. The most significant changes require institutional prime money market funds to maintain a variable net asset value (VNAV) instead of the current stable NAV. Further, all prime money-market funds (retail and institutional) now have the ability to impose liquidity fees and/or gates. While these are big changes to the industry, they come as no big surprise. Supply and demand factors, coupled with the Fed’s actions, continue to play a significant role on yields. Given the abovementioned circumstances, the Fund continued to generate consistent and competitive levels of current income.

During the reporting period, we maintained the Fund’s weighted average maturity at a level that was below market averages. With the below weighted average maturity, we were able to meet all cash flow needs of the Fund. From a portfolio composition perspective, we continued to avoid repurchase agreements due to the uncertainty surrounding potential regulatory changes. Instead, we have continued to favor commercial paper issued by global banks meeting our stringent credit criteria. We also increased the Fund’s exposure to floating rate securities on which yields are reset monthly or quarterly. In light of their low yields, and continued uncertainty around the debt ceiling, the Fund had no exposure to U.S. Treasury securities over the reporting period.

Additionally, while the Fund did not partake in the Fed’s reverse repurchase program, the Fund experienced benefits from it this reporting period. The Fed’s reverse repurchase program was introduced as a method to help control short-term interest rates by setting a floor on overnight lending rates. Under the program, the Fed borrows funds overnight from money market funds, banks and other entities, offering Treasury securities as collateral. The structure of the Fed’s reverse repurchase program had minor changes in the reporting period. The program now uses a Dutch-auction process, while capping the program at $300 billion. Further, the Fed has begun a second facility, the Term Deposit Facility. When combined, these facilities are increasingly becoming an effective reserve-management tool. As other market participants chose to participate in the Fed’s programs instead of purchasing commercial paper and other assets that the Fund seeks to invest in, we benefited indirectly from the increased supply of investment options.

3      OPPENHEIMER MONEY FUND/VA

STRATEGY & OUTLOOK

At period end, there has been a slight change in the current imbalance of supply-and-demand dynamics; however, supply remains compressed. Consequently, we expect money market yields to remain range-bound for the foreseeable future. Over the longer term, we have begun to see some light at the end of the tunnel with regard to short-term interest rates. The market continues to factor in a base case scenario of June 2015 for a rise in rates. We remain focused on our fundamental analysis and seek to ensure only high-quality names make it into the portfolio.

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.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.

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.

4      OPPENHEIMER MONEY FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur ongoing costs, including management 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, 2014.

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 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 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.

Actual	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014	Expenses Paid During 6 Months Ended December 31, 2014
	$	1,000.00	$      1,000.10	$                 0.71
Hypothetical
(5% return before expenses)
		1,000.00	1,024.50	0.71

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, excluding indirect expenses from affiliated funds, based on the 6-month period ended December 31, 2014 are as follows:

Expense Ratio 

0.14% 

The expense ratio reflects voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Financial Highlights” table in the Fund’s financial statements, included in this report, also show the gross expense ratio, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

5      OPPENHEIMER MONEY FUND/VA

STATEMENT OF INVESTMENTS December 31, 2014

	Maturity Date*		Final Legal Maturity Date**		Principal Amount		Value
Certificates of Deposit—17.9%
Yankee Certificates of Deposit—17.9%
Bank of Montreal, Chicago, 0.08%		1/6/15		1/6/15	$	15,000,000		$                    15,000,000
Bank of Nova Scotia, Houston TX:
0.242%1		2/20/15		2/20/15		2,300,000		2,300,000
0.25%		1/5/15		1/5/15		2,000,000		2,000,000
0.413%1		1/29/15		1/29/15		4,700,000		4,700,618
0.48%1		1/14/15		1/14/15		900,000		900,079
1.179%1		1/10/15		1/12/15		1,500,000		1,500,420
Canadian Imperial Bank of Commerce NY:
0.235%1		1/22/15		7/22/15		3,000,000		3,000,000
0.251%1		1/14/15		9/14/15		3,000,000		3,000,000
Commonwealth Bank of Australia, 0.261%1,2		1/12/15		12/7/15		3,000,000		3,000,000
Rabobank Nederland NV, New York:
0.257%1		1/7/15		3/9/15		4,000,000		4,000,000
0.281%1		1/20/15		7/17/15		1,800,000		1,800,000
Royal Bank of Canada, New York:
0.242%1		1/18/15		2/18/15		2,000,000		2,000,000
0.251%1		1/13/15		8/13/15		3,300,000		3,300,003
Sumitomo Mutsui Bank NY, 0.22%		4/1/15		4/1/15		10,000,000		10,000,000
Svenska Handelsbanken, New York:
0.20%		1/15/15		1/15/15		2,600,000		2,600,000
0.215%		1/26/15		1/26/15		1,500,000		1,500,000
Toronto Dominion Bank, New York:
0.23%		6/3/15		6/3/15		8,500,000		8,500,000
0.27%		6/1/15		6/1/15		1,500,000		1,500,000
Wells Fargo Bank NA:
0.244%1		1/20/15		5/19/15		3,500,000		3,500,000
0.31%1		1/2/15		10/22/15		3,500,000		3,500,000
Westpac Banking Corp., New York:
0.265%1		1/21/15		10/21/15		5,000,000		5,000,000
0.27%1		1/26/15		10/26/15		5,000,000		5,000,000
0.271%1		1/7/15		1/7/15		4,700,000		4,700,000
Total Certificates of Deposit (Cost $92,301,120)								92,301,120
Direct Bank Obligations—13.1%
Bank of Tokyo-Mitsubishi UFJ NY:
0.12%3		1/6/15		1/6/15		3,000,000		2,999,950
0.14%3		1/2/15		1/2/15		3,000,000		2,999,988
Credit Agricole & Investment Bank, New York Branch, 0.05%		1/2/15		1/2/15		10,000,000		9,999,986
DNB Bank ASA, 0.12%2		1/6/15		1/6/15		9,300,000		9,299,845
HSBC USA, Inc.:
0.17%		1/22/15		1/22/15		500,000		499,950
0.24%		5/4/15		5/4/15		10,500,000		10,491,390
0.25%		4/1/15		4/1/15		3,700,000		3,697,687
PNC Bank NA:
0.281%		7/1/15		7/1/15		6,000,000		5,991,553
0.31%		2/23/15		2/23/15		5,000,000		5,000,000
Skandinviska Enskilda BankenAB:
0.20%2		2/19/15		2/19/15		2,100,000		2,099,428
0.20%2		3/11/15		3/11/15		1,000,000		999,617
Swedbank AB:
0.16%		1/5/15		1/5/15		13,300,000		13,299,764
0.24%		3/27/15		3/27/15		250,000		249,858
Total Direct Bank Obligations (Cost $67,629,016)								67,629,016
Short-Term Notes/Commercial Paper—35.7%
Diversified Financial Services—1.2%
General Electric Capital Corp.:
0.21%		5/26/15		5/26/15		5,000,000		4,995,771
0.25%		5/1/15		5/1/15		835,000		834,304
								5,830,075
Leasing & Factoring—3.0%
American Honda Finance Corp.:
0.235%1		3/4/15		6/4/15		5,000,000		5,000,000
1.45%3		2/27/15		2/27/15		5,000,000		5,009,325
Toyota Motor Credit Corp.:
0.23%1		1/14/15		1/14/15		2,000,000		2,000,000
0.23%		2/9/15		2/9/15		4,000,000		3,999,003
								16,008,328

6      OPPENHEIMER MONEY FUND/VA

	Maturity Date*		Final Legal Maturity Date**		Principal Amount		Value
Municipal—3.1%
CA Pollution Control Finance Authority Solid Waste Disposal Revenue Bonds, Zerep Management Corp., Series 2014, 0.08%1		1/7/15		1/7/15	$	3,150,000		$                    3,150,000
Calcasieu Parish, LA Public Trust Authority Solid Waste Disposal Revenue Bonds, WPT Corp. Project, Series 1997, 0.05%1		1/7/15		1/7/15		5,600,000		5,600,000
Des Moines, IA Facilities Revenue Bonds, Elliott Aviation Project, Series 2007, 0.09%1		1/7/15		1/7/15		4,410,000		4,410,000
San Antonio, TX Industrial Development Authority Revenue Bonds, Tindall Corp. Project, 0.21%1		1/7/15		1/7/15		1,700,000		1,700,000
St. Paul, MN Bonds, Rivercentre Arena Project, Series 2009A, 0.16%1		1/7/15		1/7/15		1,000,000		1,000,000
								15,860,000
Oil, Gas & Consumable Fuels—5.9%
ExxonMobil Corp.:
0.062%		1/2/15		1/2/15		19,000,000		18,999,968
0.12%		1/14/15		1/14/15		5,000,000		4,999,783
Total Capital Canada, 0.13%2		1/5/15		1/5/15		5,985,000		5,984,914
								29,984,665
Personal Products—1.0%
Reckitt Benckiser Treasury Services plc:
0.22%2		2/12/15		2/12/15		1,100,000		1,099,718
0.26%2		5/21/15		5/21/15		4,000,000		3,995,956
								5,095,674
Receivables Finance—8.7%
CAFCO LLC:
0.18%2		2/4/15		2/4/15		3,000,000		2,999,490
0.20%2		3/23/15		3/23/15		10,000,000		9,995,500
CRC Funding LLC, 0.22%		3/30/15		3/30/15		10,000,000		9,994,622
Gotham Funding Corp., 0.18%2		1/28/15		1/28/15		3,000,000		2,999,595
Manhattan Asset Funding Co., 0.13%2		1/2/15		1/2/15		4,000,000		3,999,986
Old Line Funding Corp.:
0.22%2		2/18/15		2/18/15		1,650,000		1,649,516
0.22%2		1/20/15		1/20/15		1,300,000		1,299,849
Victory Receivables Corp., 0.16%2		1/22/15		1/22/15		12,000,000		11,998,880
								44,937,438
Special Purpose Financial—12.8%
Anglesea Funding LLC:
0.20%3		1/6/15		1/6/15		5,000,000		4,999,861
0.20%3		1/5/15		1/5/15		5,000,000		4,999,889
Cedar Springs Capital Co. LLC, 0.25%		1/16/15		1/16/15		1,800,000		1,799,813
Concord Minutemen Cap. Corp. LLC, 0.20%		2/9/15		2/9/15		12,000,000		11,997,400
Crown Point Capital Co.:
0.20%		2/9/15		2/9/15		9,500,000		9,497,942
0.20%		2/10/15		2/10/15		4,700,000		4,698,956
Govco LLC:
0.18%2		1/15/15		1/15/15		1,000,000		999,930
0.20%2		3/19/15		3/19/15		10,000,000		9,995,722
Lexington Parker Capital Co. LLC, 0.20%2		2/9/15		2/9/15		14,200,000		14,196,923
Ridgefield Funding Co. LLC, 0.227%1		1/5/15		2/4/15		3,000,000		3,000,000
								66,186,436
Total Short-Term Notes/Commercial Paper (Cost $183,902,616)								183,902,616
					Shares
Investment Company—4.5%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%4,5 (Cost $23,255,744)		1/2/15		1/2/15		23,255,744		23,255,744
Total Investments, at Value (Cost $367,088,496)						71.2%		367,088,496
Net Other Assets (Liabilities)						28.8		148,208,168
Net Assets						100.0%	$	515,296,664

7      OPPENHEIMER MONEY FUND/VA

STATEMENT OF INVESTMENTS Continued

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.

*. The Maturity Date represents the date used to calculate the Fund’s weighted average maturity as determined under Rule 2a-7.

**. If different from the Maturity Date, the Final Legal Maturity Date includes any maturity date extensions which may be affected at the option of the issuer or unconditional payments of principal by the issuer which may be affected at the option of the Fund, and represents the date used to calculate the Fund’s weighted average life as determined under Rule 2a-7.

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

2. Security issued in an exempt transaction without registration under the Securities Act of 1933. Such securities amount to $86,614,869 or 16.81% of the Fund’s net assets, and have been determined to be liquid pursuant to guidelines adopted by the Board of Trustees.

3. 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 $21,009,013 or 4.08% of the Fund’s net assets as of December 31, 2014.

4. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross Additions		Gross Reductions		Shares December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		—		76,955,744		53,700,000		23,255,744
					Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E					$	23,255,744	$	7,263

5. Rate shown is the 7-day yield as of December 31, 2014.

See accompanying Notes to Financial Statements.

8      OPPENHEIMER MONEY FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $343,832,752)	$	343,832,752
Affiliated companies (cost $23,255,744)		23,255,744
		367,088,496
Cash		141,300,331
Receivables and other assets:
Shares of beneficial interest sold		6,861,953
Interest		68,013
Other		26,228
Total assets		515,345,021
Liabilities
Payables and other liabilities:
Legal, auditing and other professional fees		20,348
Trustees’ compensation		19,391
Shareholder communications		5,729
Dividends		1,338
Shares of beneficial interest redeemed		1,135
Other		416
Total liabilities		48,357
Net Assets	$	515,296,664
Composition of Net Assets
Par value of shares of beneficial interest	$	515,282
Additional paid-in capital		514,772,775
Accumulated net investment income		8,607
Net Assets - applicable to 515,281,635 shares of beneficial interest outstanding	$	515,296,664
Net Asset Value, Redemption Price Per Share and Offering Price Per Share		$1.00

See accompanying Notes to Financial Statements.

9      OPPENHEIMER MONEY FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Investment Income
Interest	$	514,666
Dividends from affiliated companies		7,263
Total investment income		521,929
Expenses
Management fees		1,450,286
Transfer and shareholder servicing agent fees		327,634
Trustees’ compensation		28,267
Shareholder communications		20,893
Custodian fees and expenses		1,272
Other		47,349
Total expenses		1,875,701
Less reduction to custodian expenses		(83)
Less waivers and reimbursements of expenses		(1,386,544)
Net expenses		489,074
Net Investment Income		32,855
Realized gain		11,471
Net Increase in Net Assets Resulting from Operations	$	44,326

See accompanying Notes to Financial Statements.

10      OPPENHEIMER MONEY FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended		Year Ended
	December 31, 2014		December 31, 2013
Operations
Net investment income	$	32,855	$	18,234
Net realized gain		11,471		2,445
Net increase in net assets resulting from operations		44,326		20,679
Dividends and/or Distributions to Shareholders
Dividends from net investment income		(34,163)		(24,504)
Beneficial Interest Transactions
Net increase in net assets resulting from beneficial interest transactions		338,260,098		2,601,903
Net Assets
Total increase		338,270,261		2,598,078
Beginning of period		177,026,403		174,428,325
End of period (including accumulated net investment income of $ 8,607 and $ 251, respectively)	$	515,296,664	$	177,026,403

See accompanying Notes to Financial Statements.

11      OPPENHEIMER MONEY FUND/VA

FINANCIAL HIGHLIGHTS

	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Income (loss) from investment operations -net investment income and net realized gain2		0.003		0.003		0.003		0.003		0.003
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.003		0.003		0.003		0.003		0.003
Net asset value, end of period	$	1 .00	$	1 .00	$	1 .00	$	1 .00	$	1 .00
Total Return, at Net Asset Value4		0.01%		0.01%		0.01%		0.01%		0.03%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	515,297	$	177,026	$	174,428	$	163,973	$	149,697
Average net assets (in thousands)	$	329,045	$	178,263	$	164,276	$	156,127	$	164,258
Ratios to average net assets:5
Net investment income		0.01%		0.01%		0.01%		0.01%		0.01%
Total expenses6		0.57%		0.61%		0.62%		0.61%		0.61%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.15%		0.22%		0.30%		0.29%		0.35%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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

3. Less than $0.005 per share.

4. 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.

5. Annualized for periods less than one full year.

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

Year Ended December 31, 2014                                          0.57%

See accompanying Notes to Financial Statements.

12      OPPENHEIMER MONEY FUND/VA

NOTES TO FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Money Fund/VA (the “Fund”), a separate series of Oppenheimer Variable Account Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek income consistent with stability of principal. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

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

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

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.

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.

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.

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 for federal income tax purposes.

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated  Loss              Carryforward
$31,968		$—		$—

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Reduction to Accumulated Net Investment Loss		Reduction  to Accumulated Net  Realized Gain  on Investments
$1,807		$9,664		$11,471

13      OPPENHEIMER MONEY FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013:

	Year Ended  December 31, 2014		Year Ended   December 31, 2013
Distributions paid from:
Ordinary income	$	34,163	$	24,504

Use of Estimates. 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.

3. 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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

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.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

14      OPPENHEIMER MONEY FUND/VA

3. Securities Valuation (Continued)

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Certificates of Deposit	$	—	$	92,301,120	$	—	$	92,301,120
Direct Bank Obligations		—		67,629,016		—		67,629,016
Short-Term Notes/Commercial Paper		—		183,902,616		—		183,902,616
Investment Company		23,255,744		—		—		23,255,744
Total Assets	$	23,255,744	$	343,832,752	$	—	$	367,088,496

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

5. 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, 2014					Year Ended December 31, 2013
	Shares			Amount		Shares			Amount
Sold		1,568,851,985		$	1,568,851,985		101,203,375		$	101,203,375
Dividends and/or distributions reinvested		34,163			34,163		24,504			24,504
Redeemed		(1,230,626,050	)		(1,230,626,050)		(98,625,976	)		(98,625,976)
Net increase		338,260,098		$	338,260,098		2,601,903		$	2,601,903

6. 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

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.44% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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

15      OPPENHEIMER MONEY FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

6. Fees and Other Transactions with Affiliates (Continued)

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 with the compensation deferral plan.

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. During the year ended December 31, 2014, the Manager waived fees and/or reimbursed the Fund $1,148,123.

The Manager has contractually agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 0.50%. As a result of this limitation, the Manager waived $230,475 for the reporting period ended December 31, 2014.

The Manager is permitted to recapture previously waived and/or reimbursed fees in any given fiscal year if the recapture would not: 1) cause the Fund to generate a negative daily yield, and 2) exceed amounts previously waived and/or reimbursed under this arrangement during the current and prior three fiscal years. The reimbursement to the Manager of such previous waivers and reimbursements would not include any portion of distribution and/or service fees. As of December 31, 2014, the following waived and/or reimbursed amounts are eligible for recapture:

Expires
December 31, 2016	$486,156
December 31, 2017	$1,378,598

The Manager has not recaptured any previously waived and/or reimbursed amounts during the year ended December 31, 2014.

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, 2014, the Manager waived fees and/or reimbursed the Fund $7,946 for IMMF management fees.

These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

7. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

16      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 (a separate series of Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

We conducted our audits 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, 2014, by correspondence with the custodian and transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Money Fund/VA as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 13, 2015

17      OPPENHEIMER MONEY FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

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.

18      OPPENHEIMER MONEY FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADIVSORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio managers and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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 Christopher Proctor and Adam Wilde, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Fund, the Adviser and the Sub-Adviser. Throughout the year, the Manager provided information on the investment performance of the Fund, 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 money market tax-free funds underlying variable insurance products. The Board considered that the Fund outperformed its performance category median during the one-, three-, five-, and ten-year periods. The Board also considered that the Fund performed in the first quintile of its performance category for the one- and ten-year periods and performed in the second quintile for the three- and five-year periods.

Costs of Services by the Adviser. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other money market tax-free 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 to those of retail 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 total expenses were higher than its peer group median and category median. The Board also considered that the Fund’s contractual management fee was equal to its peer group median and category median. Within the total asset range of $100 million to $250 million, the Fund’s effective management fee rate was higher than its peer group median and category median. The Board noted that the Manager has contractually agreed 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 contractual expense limitation may not be amended or withdrawn until one year after the date of the Fund’s prospectus, unless approved by the Board. The Board also considered that the Manager voluntarily agreed to waive fees to the extent necessary to help to attempt to maintain a positive yield, although there is no guarantee that the Fund will maintain a positive yield. This voluntary fee waiver may be amended or withdrawn at any time without prior notice to shareholders.

Economies of Scale and Profits Realized by the Adviser and Sub-Adviser. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board reviewed whether the Managers 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.

19      OPPENHEIMER MONEY FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADIVSORY AGREEMENTS Unaudited / Continued

Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates. The Board also considered that the Managers 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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

20      OPPENHEIMER MONEY 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 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.

21      OPPENHEIMER MONEY FUND/VA

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees (since 2013) and Trustee (since 1996) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 1990) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2012) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth: 1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

22      OPPENHEIMER MONEY FUND/VA

F. William Marshall, Jr., Trustee (since 2000) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Proctor, Wilde 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.

23      OPPENHEIMER MONEY FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

Christopher Proctor, Vice President (since 2010) Year of Birth: 1968	Head of the Cash Strategies Team (since July 2013); Senior Vice President of the Sub-Adviser (since July 2013) and Senior Portfolio Manager of the Sub-Adviser (since January 2010). Vice President of the Sub-Adviser (August 2008-July 2013). Vice President at Calamos Asset Management (January 2007-March 2008) and Scudder-Kemper Investments (1999-2002). Managing Director and Co-Founder of Elmhurst Capital Management (June 2004-January 2007); Senior Manager of Research for Etrade Global Asset Management (2002-2004). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Adam S. Wilde, Vice President (since 2013) Year of Birth: 1978	Mr. Wilde has been a Vice President of the Sub-Adviser since May 2011 and a Portfolio Manager of the Sub-Adviser since July 2013. He served as the head of credit research for the cash strategies team of the Sub-Adviser from 2011 to 2013, and as an Assistant Vice President and senior research analyst of the Sub-Adviser from 2008 to 2011. Mr. Wilde served as an intermediate research analyst of the Sub-Adviser from 2007 to 2008 and served in other analyst roles of the Sub-Adviser since 2002. Mr. Wilde joined the Sub-Adviser in 2001. A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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 1.800.988.8287.

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27      OPPENHEIMER MONEY FUND/VA

OPPENHEIMER MONEY FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and	OFI Global Asset Management, Inc.
Shareholder
Servicing Agent
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent	KPMG LLP
Registered
Public
Accounting
Firm
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

	December 31, 2014
	ANNUAL REPORT         Listing of Top Holdings         Fund Performance Discussion         Financial Statements

PORTFOLIO MANAGERS: Michael Mata¹, Krishna Memani, Sara J. Zervos, Ph.D. and Jack Brown, CFA

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception Date	1-Year			5-Year			10-Year
Non-Service Shares	5/3/93		2.84	%		6.22	%		5.25	%
Service Shares	3/19/01		2.49			5.94			4.99
Barclays U.S. Aggregate Bond Index			5.97			4.45			4.71
Citigroup World Government Bond Index			-0.48			1.67			3.08
Citigroup Non U.S. World Government Bond Index			-2.68			0.85			2.64
J.P. Morgan Domestic High Yield Index			2.18			9.38			7.87
Reference Index			1.36			4.52			4.92

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

PORTFOLIO ALLOCATION
Non-Convertible Corporate Bonds and Notes	49.6	%
Mortgage-Backed Obligations
Government Agency	7.4
Non-Agency	8.2
Foreign Government Obligations	13.3
Investment Companies
Oppenheimer Institutional Money Market Fund	2.5
Oppenheimer Master Event-Linked Bond Fund, LLC	2.1
Oppenheimer Master Loan Fund, LLC	5.6
Oppenheimer Ultra-Short Duration Fund	2.1
Corporate Loans	3.7
Asset-Backed Securities	2.3
U.S. Government Obligations	1.5
Structured Securities	0.8
Short-Term Notes	0.4
Preferred Stocks	0.2
Common Stocks	0.2
Over-the-Counter Options Purchased	0.1
Exchange-Traded Options Purchased	—*
Over-the-Counter Interest Rate Swaptions Purchased	—*
Rights, Warrants and Certificates	—

* Represents less than 0.005%.

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of investments.

1. Michael Mata became a portfolio manager in November 2014.

CREDIT RATING BREAKDOWN	NRSRO ONLY TOTAL
AAA	11.3%
AA	1.3
A	5.2
BBB	20.9
BB	18.6
B	22.5
CCC	7.9
CC	0.4
C	0.0
D	0.4
Unrated	11.0
Total	100.0%

The percentages above are based on the market value of the Fund’s securities as of December 31, 2014, and are subject to change. Except for securities labeled “Unrated,” and except for certain securities issued or guaranteed by a foreign sovereign, all securities have been rated by at least one Nationally Recognized Statistical Rating Organization (“NRSRO”), such as Standard & Poor’s (“S&P”). For securities rated only by an NRSRO other than S&P, OppenheimerFunds, Inc. (the “Sub-Adviser”) converts that rating to the equivalent S&P rating. If two or more NRSROs have assigned a rating to a security, the highest S&P equivalent rating is used. Unrated securities issued or guaranteed by a foreign sovereign are assigned a credit rating equal to the highest NRSRO rating assigned to that foreign sovereign. For securities not rated by an NRSRO, the Sub-Adviser uses its own credit analysis to assign ratings in categories similar to those of S&P. The use of similar categories is not an indication that the Sub-Adviser’s credit analysis process is consistent or comparable with any NRSRO’s process were that NRSRO to rate the same security. Fund assets invested in Oppenheimer Institutional Money Market Fund are assigned that fund’s S&P rating, which is currently AAA. For the purposes of this table, “investment-grade” securities are securities rated within the NRSROs’ four highest rating categories (AAA, AA, A and BBB). Unrated securities do not necessarily indicate low credit quality, and may or may not be the equivalent of investment-grade. Please consult the Fund’s prospectus and Statement of Additional Information for further information.

2      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

Fund Performance Discussion

The Fund’s Non-Service shares produced a total return of 2.84% during the reporting period. In comparison, the Fund outperformed the 1.36% return of its Reference Index (the “Index”), which currently is comprised of the following broad-based securities indices: 40% Citigroup Non-U.S. World Government Bond Index, 30% J.P. Morgan Domestic High Yield Index, and 30% Barclays U.S. Aggregate Bond Index. The Fund’s investments in U.S. mortgage-backed securities (“MBS”) and its low foreign currency exposure helped drive its outperformance versus the Index.

MARKET OVERVIEW

To start 2014, the U.S. Federal Reserve (the “Fed”) began reducing its monthly purchases of U.S. government Treasuries and mortgage-backed securities (“MBS”) in steady $10 billion increments, and completed the process at the end of October, thereby ending the quantitative easing (“QE”) program’s purchases. Tapering the QE program in increments helped reduce market volatility and enabled investors to prepare for a post-QE market environment. Although data in the U.S. softened for the first quarter, partially attributed to cold weather effects across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and an estimated 5.0%, respectively.

While economic growth in the U.S. remained largely on track, it slowed in other areas, including Europe, parts of both Latin America and Asia Pacific. Interest rates in core Europe dropped significantly, and turned negative in many cases. The U.S. dollar rallied strongly against most currencies, but especially the Russian ruble, Brazilian real, the euro, and Japanese yen. In many cases, the large move in currencies represented buying of the U.S. dollar due to a positive U.S. economic outlook compared to weakening growth prospects elsewhere, in addition to anticipated higher rates in the U.S. The euro was challenged by persistent weakness in Europe and elevated concerns about deflation. Other nations faced headwinds as well. Japan’s economy remained moribund while Brazil faced a quadruple threat of recession, election uncertainty, inflation and a current account deficit. Falling commodity prices pressured natural resource exporters like Brazil, Russia and Australia. Russia was also under pressure due to sanctions related to hostilities in eastern Ukraine and Crimea, and the precipitous drop in oil prices. Even countries with positive economic fundamentals saw their currencies drop versus the dollar. Finally, the Chinese central bank moved to inject liquidity into the economy.

FUND REVIEW

The Fund received strong absolute and relative results from mortgages this reporting period. These investment-grade securities offered relatively attractive yields, sparking greater demand when investors resumed their search for more competitive levels of current income. However, we began to reduce the Fund’s exposure to MBS during the reporting period when valuations rose to richer levels and re-allocated the capital into high yield. The Fund’s investments in mortgages at period end included new vintage collateralized mortgage-backed securities (“CMBS”) and some older subprime CMBS. Although high yield spreads are tighter than they were a year ago, we continue to believe high yield has some of the most attractive fundamentals in the fixed income universe. The high yield portfolio produced positive absolute results during the reporting period. However, the high yield portfolio underperformed the J.P. Morgan Domestic High Yield Index. The sharp drop in oil hurt our positions in the energy sector, where we had an approximate 5.5% exposure in the portfolio. We expect to reduce that exposure to roughly 4% in the near term. Overall, the Fund has maintained a focus on lower-rated bonds at period end, favoring B-rated bonds over BB-rated bonds, and also maintained an allocation to CCC-rated bonds. While the performance of lower-rated bonds was positive on an absolute basis, this positioning detracted from performance versus the J.P. Morgan Domestic High Yield Index as lower-rated bonds generally underperformed higher-rated bonds.

Our allocation to European credit and our lack of exposure to developed market sovereign debt also contributed to performance this reporting period. In addition, our low foreign currency exposure benefited performance as the U.S. dollar rallied steadily. The Fund’s overall exposure to foreign currencies has been below neutral for some time. We analyze our currency exposures from a total return perspective, and recognize that while emerging market rates may look attractive, emerging market currency exposure subjects the portfolio to significant volatility. In light of this, and consistent with our overall assessment of the market, we expect our emerging market foreign currency exposure to fluctuate around zero for the foreseeable future—sometimes marginally positive, sometimes flat and sometimes net short. After the U.S. dollar’s strong performance in 2014, we currently have a preference for relative value trades in currencies rather than outright short positions. We continue to have much higher conviction in our views on credit than on currencies.

Finally, we ended the reporting period with duration at 3.85 years, or roughly 2.2 years shorter than the Index. We analyze duration by interest rate curve, and much of our short position comes from our minimal exposure to European and Japanese sovereign debt. Our duration from U.S. exposures is roughly 3.5 years, slightly longer than the U.S. component of the Index. As a result, a rise in U.S. rates would probably not hurt the Fund’s performance meaningfully, although a significant widening of spreads could. Our short duration positioning contributed to performance in 2013 but detracted in 2014 as rates rallied. While we expect rates to oscillate between 1.50% and 2.00% in early 2015, over time we expect rates to rise, although with some volatility. As a result, we expect to be

3      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

short duration versus the Index for some time. As a reminder, the investment team generally buys the bonds it wants to own, and then independently adjusts duration to the level it wants.

STRATEGY & OUTLOOK

As we enter 2015, the U.S. economy continues to show momentum while growth is slowing in many other parts of the world. Geopolitical risk remains elevated ahead of Greek elections and the European Central Bank’s (“ECB”) announcement of the details on its QE program. In addition, commodity producers (including Russia and Brazil) are coming under increasing pressure from the sharp drop in oil and other commodities. We expect the market to trend sideways in the first quarter of 2015 and believe the ride could get bumpier. We believe the market will continue to react strongly to changes in expectations about the rate of growth in the U.S. and how aggressive the Fed is when it starts to tighten. We expect that tightening to begin in mid to later 2015, but we believe the risks are tilted toward the Fed’s raising rates less, and doing so later, than the market currently expects. (We expect to see a greater rise in rates in 2016.) We also anticipate the dollar will continue strengthening, although we believe it will pause along the way against various currencies. This should be a good environment for credit and spread products. If our views prove correct, our long position in credit, our short duration posture and our minimal exposure to foreign currencies have the potential to help performance. Our highest conviction views are in credit, and they are expressed clearly in the portfolio. We continue to believe interest rates are headed higher over time, probably over a matter of years. While we do not expect them to spike meaningfully in the near term, we can reduce duration further if needed.

Finally, we believe most key policy changes this year will likely originate elsewhere, not in the U.S. The Fed was on a steady path of tapering, it concluded the latest round of QE on schedule, and we expect there will be consistency in domestic monetary policy. We anticipate potentially positive changes coming from other regions. For example, the ECB could surprise with a larger or more effective QE program than the market currently expects to address anemic growth and low inflation in Europe. Japan has gone “all in” on its aggressive economic policies (Abenomics) as that country struggles to emerge from its fourth recession in six years. China had a surprise rate cut in the fourth quarter, and we expect more monetary and fiscal stimulus in 2015. India and Switzerland also surprised the markets in early 2015 with rate cuts of their own in an effort to stimulate growth. A number of emerging market countries are at or near the end of their tightening cycles and contemplating a move toward easing. We believe the portfolio is currently positioned to benefit in each of these scenarios.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. or its affiliates.

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.

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, 2014. Performance is measured over a ten-fiscal-year period for both Classes. 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 Barclays U.S. Aggregate Bond Index, the Citigroup World Government Bond Index, the Citigroup Non-U.S. World Government Bond Index, J.P. Morgan Domestic High Yield Index and its Reference Index. The Barclays U.S. Aggregate Bond Index is an index of U.S dollar-denominated, investment-grade U.S. corporate government and mortgage-backed securities. The Citigroup World Government Bond Index is an index of debt securities of major foreign government bond markets. The Citigroup Non-U.S. World Government Bond Index is an index of fixed rate government bonds with a maturity of one year or longer and amounts outstanding of at least U.S. $25 million. The J. P. Morgan Domestic High Yield Index is an unmanaged index of high yield fixed income securities issued by developed countries. The Fund’s Reference Index is a customized weighted index currently comprised of the following underlying broad-based security indices: 40% Citigroup Non-U.S. World Government Bond Index, 30% J. P. Morgan Domestic High Yield Index, and

4      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

30% Barclays U.S. Aggregate Bond Index. The indices are unmanaged and cannot be purchased directly by investors. 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 comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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 GLOBAL STRATEGIC INCOME FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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.

Actual	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During 6 Months Ended December 31, 2014
Non-Service shares	$	1,000.00	$	985.10	$	3.61
Service shares		1,000.00		983.70		4.86
Hypothetical (5% return before expenses)
Non-Service shares		1,000.00		1,021.58		3.68
Service shares		1,000.00		1,020.32		4.95

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares		0.72%
Service shares		0.97

The expense ratios reflect voluntary waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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 GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS December 31, 2014

	Principal Amount		Value
Asset-Backed Securities—2.3%
American Credit Acceptance Receivables Trust:
Series 2012-2, Cl. D, 5.91%, 7/15/191	$	410,000	$	412,573
Series 2012-3, Cl. C, 2.78%, 9/17/181		125,000		125,289
Series 2014-3, Cl. B, 2.43%, 6/10/201		480,000		483,408
Series 2014-4, Cl. B, 2.60%, 10/12/201		205,000		205,123
AmeriCredit Automobile Receivables Trust:
Series 2012-3, Cl. E, 4.46%, 11/8/191		360,000		374,959
Series 2012-4, Cl. D, 2.68%, 10/9/18		220,000		221,843
Series 2013-2, Cl. E, 3.41%, 10/8/201		560,000		564,680
Series 2013-3, Cl. D, 3.00%, 7/8/19		440,000		447,821
Series 2013-5, Cl. D, 2.86%, 12/8/19		220,000		220,096
Series 2014-2, Cl. D, 2.57%, 7/8/20		300,000		296,315
Series 2014-3, Cl. D, 3.13%, 10/8/20		260,000		261,785
Series 2014-4, Cl. D, 3.07%, 11/9/20		230,000		230,237
Avoca CLO VIII Ltd., Series VIII-X, Cl. E, 4.432%, 10/15/232	EUR	1,630,000		1,774,855
Axius Europe CLO SA, Series 2007-1X, Cl. E, 4.678%, 11/15/232	EUR	212,712		238,172
Cadogan Square CLO IV BV, Series 4X, Cl. D, 1.855%, 7/24/232	EUR	1,200,000		1,340,871
California Republic Auto Receivables Trust:
Series 2013-2, Cl. C, 3.32%, 8/17/20		365,000		366,677
Series 2014-2, Cl. C, 3.29%, 3/15/21		130,000		129,441
Series 2014-4, Cl. C, 3.56%, 9/15/21		145,000		144,974
Capital Auto Receivables Asset Trust:
Series 2013-4, Cl. D, 3.22%, 5/20/19		170,000		172,616
Series 2014-1, Cl. D, 3.39%, 7/22/19		185,000		188,352
Series 2014-3, Cl. D, 3.14%, 2/20/20		255,000		256,227
Capital Auto Receivables Asset Trust/Ally Financial, Inc., Series 2013-1, Cl. D, 2.19%, 9/20/21		275,000		275,559
CarMax Auto Owner Trust, Series 2014-2, Cl. D, 2.58%, 11/16/20		450,000		451,036
CLI Funding V LLC, Series 2014-2A, Cl. A, 3.38%, 10/18/291		516,250		513,585
CPS Auto Receivables Trust:
Series 2014-C, Cl. A, 1.31%, 2/15/191		445,851		444,565
Series 2014-D, Cl. A, 1.49%, 4/15/191		890,000		888,061
CPS Auto Trust, Series 2012-C, Cl. A, 1.82%, 12/16/191		87,769		88,282
Cronos Containers Program I Ltd., Series 2014-2A, Cl. A, 3.27%, 11/18/291		643,981		644,229
DT Auto Owner Trust:
Series 2012-2A, Cl. D, 4.35%, 3/15/191		596,406		601,630
Series 2013-1A, Cl. D, 3.74%, 5/15/201		265,000		268,289
Series 2013-2A, Cl. D, 4.18%, 6/15/201		675,000		682,133
Series 2014-1A, Cl. D, 3.98%, 1/15/211		580,000		579,244
Series 2014-3A, Cl. D, 4.47%, 11/15/211		290,000		290,046
Exeter Automobile Receivables Trust:
Series 2012-2A, Cl. C, 3.06%, 7/16/181		65,000		65,498
Series 2013-2A, Cl. C, 4.35%, 1/15/191		500,000		506,839
Series 2014-1A, Cl. B, 2.42%, 1/15/191		370,000		369,953
Series 2014-1A, Cl. C, 3.57%, 7/15/191		370,000		367,564
Series 2014-2A, Cl. A, 1.06%, 8/15/181		128,621		128,443
Series 2014-2A, Cl. C, 3.26%, 12/16/191		180,000		176,304
First Investors Auto Owner Trust:
Series 2012-1A, Cl. D, 5.65%, 4/15/181		285,000		294,634

	Principal Amount		Value
Asset-Backed Securities (Continued)
First Investors Auto Owner Trust: (Continued)
Series 2013-3A, Cl. C, 2.91%, 1/15/201	$	265,000	$	266,747
Series 2013-3A, Cl. D, 3.67%, 5/15/201		195,000		195,764
Series 2014-3A, Cl. D, 3.85%, 2/15/221		210,000		209,865
Flagship Credit Auto Trust, Series 2014-2, Cl. A, 1.43%, 12/16/191		445,709		445,283
GM Financial Automobile Leasing Trust, Series 2014-1A, Cl. D, 2.51%, 3/20/191		305,000		305,685
Halcyon Structured Asset Management European CLO BV, Series 2006-IIX, Cl. E, 4.158%, 1/25/232	EUR	1,405,000		1,574,651
Harvest CLO IA SA:
Series I-X, Cl. C, 1.983%, 3/29/172	EUR	14,549		17,603
Series I-X, Cl. D, 3.083%, 3/29/172	EUR	595,000		719,662
Series I-X, Cl. E, 7.683%, 3/29/172	EUR	595,000		708,404
Highlander Euro CDO II Cayman Ltd., Series 2006-2CX, Cl. E, 3.679%, 12/14/222	EUR	1,388,921		1,515,645
ICE EM CLO:
Series 2007-1A, Cl. B, 2.031%, 8/15/222,3		7,870,000		7,323,822
Series 2007-1A, Cl. C, 3.331%, 8/15/222,3		5,270,000		4,957,489
Series 2007-1A, Cl. D, 5.331%, 8/15/222,3		5,270,000		4,859,994
Navistar Financial Dealer Note Master Owner Trust II, Series 2014-1, Cl. D, 2.47%, 10/25/191,2		180,000		180,745
Santander Drive Auto Receivables Trust:
Series 2012-5, Cl. D, 3.30%, 9/17/18		540,000		556,340
Series 2012-AA, Cl. D, 2.46%, 12/17/181		825,000		825,038
Series 2013-1, Cl. D, 2.27%, 1/15/19		920,000		914,714
Series 2013-2, Cl. D, 2.57%, 3/15/19		1,110,000		1,124,594
Series 2013-4, Cl. E, 4.67%, 1/15/201		520,000		544,178
Series 2013-5, Cl. D, 2.73%, 10/15/19		520,000		521,801
Series 2013-A, Cl. C, 3.12%, 10/15/191		1,195,000		1,224,588
Series 2013-A, Cl. E, 4.71%, 1/15/211		405,000		419,786
Series 2014-4, Cl. D, 3.10%, 11/16/20		300,000		300,685
SNAAC Auto Receivables Trust:
Series 2012-1A, Cl. C, 4.38%, 6/15/171		36,926		37,064
Series 2013-1A, Cl. C, 3.07%, 8/15/181		220,000		223,507
Stichting Halcyon Structured Asset Management European, Series 2007-IX, Cl. E, 4.105%, 7/24/232	EUR	706,933		791,191
TAL Advantage V LLC, Series 2014-2A, Cl. A1, 1.70%, 5/20/391		178,733		177,586
Theseus European CLO SA, Series 2006-1X, Cl. E, 4.288%, 8/27/222	EUR	1,490,000		1,681,968
Trip Rail Master Funding LLC, Series 2014-1A, Cl. A1, 2.863%, 4/15/441		146,536		145,746
United Auto Credit Securitization Trust:
Series 2013-1, Cl. C, 2.22%, 12/15/171		230,000		230,548
Series 2014-1, Cl. D, 2.38%, 10/15/181		260,000		256,194
Westlake Automobile Receivables Trust:
Series 2014-1A, Cl. D, 2.20%, 2/15/211		245,000		242,705

7      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Asset-Backed Securities (Continued)
Westlake Automobile Receivables Trust: (Continued)
Series 2014-2A, Cl. D, 2.86%, 7/15/211	$	245,000	$	244,957
Total Asset-Backed Securities (Cost $51,456,999)				49,836,757
Mortgage-Backed Obligations—15.9%
Government Agency—7.5%
FHLMC/FNMA/FHLB/Sponsored—7.4%
Federal Home Loan Mortgage Corp. Gold Pool:
5.00%, 9/1/33		522,205		578,013
5.50%, 9/1/39		670,081		749,552
6.00%, 5/1/18-11/1/21		154,025		171,280
6.50%, 3/1/18-8/1/32		645,292		735,192
7.00%, 10/1/31-10/1/37		140,509		159,894
7.50%, 1/1/32		404,276		494,041
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 192,Cl. IO, 4.752%, 2/1/284		10,184		1,873
Series 205,Cl. IO, 10.001%, 9/1/294		59,230		11,535
Series 243,Cl. 6, 0.00%, 12/15/324,5		137,146		24,997
Federal Home Loan Mortgage Corp., Mtg.-Linked Amortizing Global Debt Securities, Series 2012-1, Cl. A10, 2.06%, 1/15/22		1,365,185		1,391,787
Federal Home Loan Mortgage Corp., Multifamily Structured Pass Through Certificates:
Series K015,Cl. A1, 2.257%, 10/25/20		152,764		155,686
Series K040,Cl. A1, 2.768%, 4/25/24		1,450,912		1,489,193
Series K041,Cl. A1, 2.72%, 8/25/24		1,235,000		1,259,700
Series K503,Cl. A1, 1.384%, 1/25/19		1,942,662		1,929,432
Series K709,Cl. A1, 1.56%, 10/25/18		323,209		325,848
Series K717,Cl. A1, 2.342%, 2/25/21		955,000		974,756
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 1360,Cl. PZ, 7.50%, 9/15/22		435,157		484,425
Series 151,Cl. F, 9.00%, 5/15/21		9,761		10,889
Series 1674,Cl. Z, 6.75%, 2/15/24		253,023		280,091
Series 1897,Cl. K, 7.00%, 9/15/26		803,473		901,239
Series 2043,Cl. ZP, 6.50%, 4/15/28		298,924		334,340
Series 2106,Cl. FG, 0.611%, 12/15/282		511,355		517,290
Series 2122,Cl. F, 0.611%, 2/15/292		14,044		14,207
Series 2148,Cl. ZA, 6.00%, 4/15/29		333,264		365,607
Series 2195,Cl. LH, 6.50%, 10/15/29		209,175		232,723
Series 2326,Cl. ZP, 6.50%, 6/15/31		27,878		31,217
Series 2344,Cl. FP, 1.111%, 8/15/312		132,724		136,558
Series 2368,Cl. PR, 6.50%, 10/15/31		106,360		119,169
Series 2412,Cl. GF, 1.111%, 2/15/322		222,743		229,241
Series 2449,Cl. FL, 0.711%, 1/15/322		158,081		160,395
Series 2451,Cl. FD, 1.161%, 3/15/322		82,880		85,437
Series 2453,Cl. BD, 6.00%, 5/15/17		20,354		21,400
Series 2461,Cl. PZ, 6.50%, 6/15/32		379,604		424,815
Series 2464,Cl. FI, 1.161%, 2/15/322		69,512		71,530
Series 2470,Cl. AF, 1.161%, 3/15/322		142,202		146,594
Series 2470,Cl. LF, 1.161%, 2/15/322		71,135		73,201
Series 2471,Cl. FD, 1.161%, 3/15/322		104,113		107,163
Series 2477,Cl. FZ, 0.711%, 6/15/312		292,313		296,439
Series 2500,Cl. FD, 0.661%, 3/15/322		12,746		12,922
Series 2517,Cl. GF, 1.161%, 2/15/322		61,848		63,644
Series 2526,Cl. FE, 0.561%, 6/15/292		22,290		22,516
Series 2551,Cl. FD, 0.561%, 1/15/332		9,345		9,431
Series 2635,Cl. AG, 3.50%, 5/15/32		94,449		98,497
Series 2668,Cl. AZ, 4.00%, 9/15/18		46,843		48,623
Series 2676,Cl. KY, 5.00%, 9/15/23		1,216,559		1,317,427
Series 2707,Cl. QE, 4.50%, 11/15/18		167,364		176,085
Series 2770,Cl. TW, 4.50%, 3/15/19		23,298		24,587
Series 3025,Cl. SJ, 24.16%, 8/15/352		184,016		261,108
Series 3465,Cl. HA, 4.00%, 7/15/17		11,600		11,695
Series 3617,Cl. DC, 4.00%, 7/15/27		16,828		16,876
Series 3741,Cl. PA, 2.15%, 2/15/35		851,817		867,816
Series 3815,Cl. BD, 3.00%, 10/15/20		27,580		28,290
Series 3822,Cl. JA, 5.00%, 6/15/40		38,048		40,016
Series 3840,Cl. CA, 2.00%, 9/15/18		20,824		21,109
Series 3848,Cl. WL, 4.00%, 4/15/40		387,289		397,289

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates: (Continued)
Series 3857,Cl. GL, 3.00%, 5/15/40	$	15,987	$	16,362
Series 3917,Cl. BA, 4.00%, 6/15/38		230,499		239,989
Series 4221,Cl. HJ, 1.50%, 7/15/23		446,510		448,181
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2074,Cl. S, 48.42%, 7/17/284		16,204		3,721
Series 2079,Cl. S, 0.00%, 7/17/284,5		29,229		6,865
Series 2136,Cl. SG, 63.567%, 3/15/294		705,073		164,760
Series 2399,Cl. SG, 54.081%, 12/15/264		420,123		97,425
Series 2437,Cl. SB, 68.227%, 4/15/324		1,435,208		373,396
Series 2526,Cl. SE, 24.953%, 6/15/294		27,985		5,393
Series 2682,Cl. TQ, 99.999%, 10/15/334		264,956		60,988
Series 2795,Cl. SH, 9.434%, 3/15/244		594,751		81,109
Series 2920,Cl. S, 46.042%, 1/15/354		277,224		44,528
Series 2922,Cl. SE, 4.035%, 2/15/354		47,291		7,573
Series 2981,Cl. BS, 99.999%, 5/15/354		513,478		112,499
Series 3201,Cl. SG, 1.968%, 8/15/364		259,554		42,397
Series 3397,Cl. GS, 12.274%, 12/15/374		201,241		34,730
Series 3424,Cl. EI, 1.976%, 4/15/384		106,131		12,111
Series 3450,Cl. BI, 6.511%, 5/15/384		330,511		42,950
Series 3606,Cl. SN, 0.00%, 12/15/394,5		101,056		18,052
Series 3659,Cl. IE, 0.00%, 3/15/194,5		460,103		30,903
Series 3685,Cl. EI, 0.00%, 3/15/194,5		339,925		19,910
Federal Home Loan Mortgage Corp., Structured Agency Credit Risk Debt Nts.:
Series 2014-DN4,Cl. M3, 4.72%, 10/25/242		4,315,000		4,261,915
Series 2014-HQ2,Cl. M3, 3.92%, 9/25/242		5,430,000		4,963,862
Federal National Mortgage Assn.:
3.50%, 1/15/456		12,710,000		13,243,855
4.00%, 1/25/456		36,485,000		38,929,022
4.50%, 1/1/30-1/15/456		40,860,000		44,283,679
5.00%, 1/1/456		2,935,000		3,242,769
6.00%, 1/1/456		4,305,000		4,882,512
Federal National Mortgage Assn. Pool:
3.50%, 12/1/20-2/1/22		710,395		751,608
5.00%, 2/1/18-7/1/33		1,872,994		2,004,916
5.50%, 4/1/21-5/1/36		365,862		408,071
6.00%, 10/1/16-1/1/19		91,895		95,181
6.50%, 4/1/17-1/1/34		945,967		1,083,807
7.00%, 11/1/17-6/1/34		1,092,135		1,265,462
7.50%, 2/1/27-3/1/33		1,329,558		1,587,521
8.50%, 7/1/32		2,081		2,401
Federal National Mortgage Assn., Connecticut Avenue Securities, Series 2014-C03, Cl. 2M2, 3.07%, 7/25/242		3,110,000		2,788,386
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 214,Cl. 2, 37.402%, 3/25/234		171,988		27,148
Series 221,Cl. 2, 40.952%, 5/25/234		20,741		3,386
Series 254,Cl. 2, 30.671%, 1/25/244		345,895		50,351
Series 301,Cl. 2, 0.00%, 4/25/294,5		63,210		10,876
Series 313,Cl. 2, 3.219%, 6/25/314		618,801		88,668
Series 319,Cl. 2, 0.00%, 2/25/324,5		301,431		51,811
Series 321,Cl. 2, 1.967%, 4/25/324		86,114		14,980
Series 324,Cl. 2, 0.00%, 7/25/324,5		90,806		15,821
Series 328,Cl. 2, 0.00%, 12/25/324,5		184,373		21,963
Series 331,Cl. 5, 0.00%, 2/25/334,5		346,370		77,301
Series 332,Cl. 2, 0.00%, 3/25/334,5		1,456,317		335,183
Series 334,Cl. 12, 0.00%, 3/25/334,5		282,038		61,462
Series 339,Cl. 15, 1.637%, 10/25/334		856,578		171,649
Series 345,Cl. 9, 0.00%, 1/25/344,5		248,740		49,195
Series 351,Cl. 10, 0.00%, 4/25/344,5		168,295		27,615
Series 351,Cl. 8, 0.00%, 4/25/344,5		283,854		46,201
Series 356,Cl. 10, 0.00%, 6/25/354,5		212,492		39,606
Series 356,Cl. 12, 0.00%, 2/25/354,5		103,670		16,562
Series 362,Cl. 13, 0.00%, 8/25/354,5		131,302		22,817
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 1999-54,Cl. LH, 6.50%, 11/25/29		191,797		211,252
Series 2001-51,Cl. OD, 6.50%, 10/25/31		105,206		115,287
Series 2001-69,Cl. PF, 1.17%, 12/25/312		167,140		172,037

8      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates: (Continued)
Series 2001-80,Cl. ZB, 6.00%, 1/25/32	$	190,168	$	206,563
Series 2002-12,Cl. PG, 6.00%, 3/25/17		60,289		62,585
Series 2002-29,Cl. F, 1.17%, 4/25/322		73,940		76,103
Series 2002-60,Cl. FH, 1.17%, 8/25/322		148,099		152,425
Series 2002-64,Cl. FJ, 1.17%, 4/25/322		22,769		23,435
Series 2002-68,Cl. FH, 0.662%, 10/18/322		51,058		51,708
Series 2002-84,Cl. FB, 1.17%, 12/25/322		331,996		341,720
Series 2002-9,Cl. PC, 6.00%, 3/25/17		60,492		63,014
Series 2002-9,Cl. PR, 6.00%, 3/25/17		74,069		76,852
Series 2002-90,Cl. FH, 0.67%, 9/25/322		185,752		188,003
Series 2003-100,Cl. PA, 5.00%, 10/25/18		300,626		317,542
Series 2003-11,Cl. FA, 1.17%, 9/25/322		332,004		341,728
Series 2003-112,Cl. AN, 4.00%, 11/25/18		100,768		104,804
Series 2003-116,Cl. FA, 0.57%, 11/25/332		33,132		33,351
Series 2003-119,Cl. FK, 0.67%, 5/25/182		528,981		532,111
Series 2003-84,Cl. GE, 4.50%, 9/25/18		43,242		45,179
Series 2004-101,Cl. BG, 5.00%, 1/25/20		256,147		264,714
Series 2004-25,Cl. PC, 5.50%, 1/25/34		89,495		94,746
Series 2005-109,Cl. AH, 5.50%, 12/25/25		1,541,760		1,682,478
Series 2005-31,Cl. PB, 5.50%, 4/25/35		560,000		665,683
Series 2005-71,Cl. DB, 4.50%, 8/25/25		224,425		240,486
Series 2006-11,Cl. PS, 23.945%, 3/25/362		158,094		226,228
Series 2006-46,Cl. SW, 23.578%, 6/25/362		267,504		378,684
Series 2008-14,Cl. BA, 4.25%, 3/25/23		183,981		192,398
Series 2008-75,Cl. DB, 4.50%, 9/25/23		140,090		146,576
Series 2009-113,Cl. DB, 3.00%, 12/25/20		417,995		429,658
Series 2009-114,Cl. AC, 2.50%, 12/25/23		79,892		81,207
Series 2009-36,Cl. FA, 1.11%, 6/25/372		85,687		87,950
Series 2009-70,Cl. NT, 4.00%, 8/25/19		18,229		18,887
Series 2009-70,Cl. TL, 4.00%, 8/25/19		531,910		551,102
Series 2010-43,Cl. KG, 3.00%, 1/25/21		196,442		202,260
Series 2011-122,Cl. EC, 1.50%, 1/25/20		259,366		261,062
Series 2011-15,Cl. DA, 4.00%, 3/25/41		207,864		217,025
Series 2011-3,Cl. EL, 3.00%, 5/25/20		691,298		710,816
Series 2011-3,Cl. KA, 5.00%, 4/25/40		341,453		374,019
Series 2011-38,Cl. AH, 2.75%, 5/25/20		22,013		22,540
Series 2011-6,Cl. BA, 2.75%, 6/25/20		280,664		289,345
Series 2011-69,Cl. EA, 3.00%, 11/25/29		222,209		225,970
Series 2011-82,Cl. AD, 4.00%, 8/25/26		396,134		412,602
Series 2012-20,Cl. FD, 0.57%, 3/25/422		610,429		613,461
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2001-61,Cl. SH, 20.462%, 11/18/314		83,249		15,770
Series 2001-63,Cl. SD, 24.722%, 12/18/314		23,671		5,576
Series 2001-68,Cl. SC, 15.819%, 11/25/314		15,008		2,909
Series 2001-81,Cl. S, 18.094%, 1/25/324		18,382		3,995
Series 2002-28,Cl. SA, 28.358%, 4/25/324		13,093		2,497
Series 2002-38,Cl. SO, 39.582%, 4/25/324		80,267		14,114
Series 2002-48,Cl. S, 24.031%, 7/25/324		20,604		4,002
Series 2002-52,Cl. SL, 26.897%, 9/25/324		13,157		2,590
Series 2002-56,Cl. SN, 25.567%, 7/25/324		28,313		6,304
Series 2002-77,Cl. IS, 35.376%, 12/18/324		136,751		31,248
Series 2002-77,Cl. SH, 28.788%, 12/18/324		27,900		5,485
Series 2002-9,Cl. MS, 20.573%, 3/25/324		25,193		5,129
Series 2003-13,Cl. IO, 4.778%, 3/25/334		253,783		48,989
Series 2003-26,Cl. DI, 6.223%, 4/25/334		213,425		37,699
Series 2003-33,Cl. SP, 22.274%, 5/25/334		151,429		32,875
Series 2003-38,Cl. SA, 0.00%, 3/25/234,5		125,768		8,357
Series 2003-4,Cl. S, 24.106%, 2/25/334		44,306		9,198
Series 2004-56,Cl. SE, 8.065%, 10/25/334		734,043		124,532
Series 2005-12,Cl. SC, 5.999%, 3/25/354		23,702		3,943
Series 2005-14,Cl. SE, 31.172%, 3/25/354		812,869		125,841
Series 2005-40,Cl. SA, 41.818%, 5/25/354		723,895		142,371
Series 2005-40,Cl. SB, 56.134%, 5/25/354		1,156,630		235,015
Series 2005-52,Cl. JH, 2.257%, 5/25/354		394,667		69,208
Series 2005-63,Cl. SA, 41.948%, 10/25/314		41,018		7,169
Series 2006-90,Cl. SX, 0.00%, 9/25/364,7		717,207		130,721
Series 2007-88,Cl. XI, 25.118%, 6/25/374		918,700		126,357
Series 2008-55,Cl. SA, 0.00%, 7/25/384,5		83,117		11,455

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security: (Continued)
Series 2009-8,Cl. BS, 0.00%, 2/25/244,5	$	135,113	$	9,166
Series 2010-95,Cl. DI, 0.00%, 11/25/204,5		604,687		39,125
Series 2012-40,Cl. PI, 0.889%, 4/25/414		1,529,604		248,057
Federal National Mortgage Assn., Stripped Mtg.-Backed Security, Series 302, Cl. 2, 6%, 5/1/29		3		—
				158,721,377
GNMA/Guaranteed—0.1%
Government National Mortgage Assn. I Pool:
7.00%, 3/15/28-7/15/28		123,096		138,341
7.50%, 2/15/27		5,032		5,175
8.00%, 11/15/25-5/15/26		32,771		33,033
Government National Mortgage Assn. II Pool, 1.625%, 11/20/252		3,703		3,824
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 1998-6,Cl. SA, 53.719%, 3/16/284		38,055		8,556
Series 2007-17,Cl. AI, 12.917%, 4/16/374		354,207		73,033
Series 2011-52,Cl. HS, 9.159%, 4/16/414		604,035		127,424
Government National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 1999-32,Cl. ZB, 8.00%, 9/16/29		585,572		687,451
Series 2000-12,Cl. ZA, 8.00%, 2/16/30		1,272,897		1,473,576
				2,550,413
Non-Agency—8.4%
Commercial—7.4%
Banc of America Funding Trust, Series 2006-G, Cl. 2A4, 0.455%, 7/20/362		1,275,000		1,186,441
BCAP LLC Trust:
Series 2011-R11,Cl. 18A5, 2.24%, 9/26/351,2		246,829		251,814
Series 2012-RR2,Cl. 6A3, 2.691%, 9/26/351,2		433,808		435,910
Series 2012-RR6,2.404%, 11/26/361		349,349		343,785
Series 2013-RR2,Cl. 5A2, 2.629%, 3/26/361,2		7,351,575		6,207,373
Bear Stearns ARM Trust, Series 2005-2, Cl. A1, 2.58%, 3/25/352		204,502		207,096
Chase Mortgage Finance Trust, Series 2005-A2, Cl. 1A3, 2.483%, 1/25/362		24,994		23,718
CHL Mortgage Pass-Through Trust, Series 2005-17, Cl. 1A8, 5.50%, 9/25/35		1,452,998		1,434,043
Citigroup Commercial Mortgage Trust, Series 2013-GC11, Cl. D, 4.458%, 4/10/461,2		3,125,000		3,013,075
Citigroup Mortgage Loan Trust, Inc.:
Series 2009-8,Cl. 7A2, 2.612%, 3/25/361,2		10,474,197		9,368,307
Series 2012-8,Cl. 1A1, 2.71%, 10/25/351,2		784,322		792,077
Series 2014-8,Cl. 1A2, 0.446%, 7/20/362,3		3,400,000		2,832,625
COMM Mortgage Trust:
Series 2012-CR4,Cl. D, 4.575%, 10/15/451,2		70,000		70,249
Series 2012-CR5,Cl. E, 4.335%, 12/10/451,2		2,970,000		2,940,324
Series 2013-CR6,Cl. D, 4.174%, 3/10/461,2		1,525,000		1,443,197
Series 2013-CR7,Cl. D, 4.354%, 3/10/461,2		3,245,000		3,074,839
Series 2013-CR9,Cl. D, 4.259%, 7/10/451,2		2,685,000		2,555,614
Series 2013-LC13,Cl. D, 5.048%, 8/10/461,2		3,579,000		3,608,083
Series 2014-UBS3,Cl. D, 4.815%, 6/10/471,2		8,895,000		8,340,868
COMM Mortgage Trust, Interest-Only Stripped Mtg.-Backed Security, Series 2012-CR5, Cl. XA, 0.00%, 12/10/454,5		3,462,476		327,632
Commercial Mortgage Trust, Series 2007-GG9, Cl. AM, 5.475%, 3/10/39		660,000		692,776
Credit Suisse Commercial Mortgage Trust, Series 2006-C1, Cl. AJ, 5.467%, 2/15/392		695,000		723,069
Credit Suisse First Boston Mortgage Securities Corp., Series 2005-C6, Cl. AJ, 5.23%, 12/15/402		600,000		615,464
CSMC, Series 2009-13R, Cl. 4A1, 2.618%, 9/26/361,2		69,010		69,627
DBUBS Mortgage Trust, Series 2011-LC1A, Cl. E, 5.557%, 11/10/461,2		100,000		108,784

9      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Commercial (Continued)
Deutsche Alt-B Securities, Inc. Mortgage Loan Trust, Series 2006-AB2, Cl. A1, 5.888%, 6/25/362		$      87,997		$        71,058
Deutsche Mortgage Securities, Inc., Series 2013-RS1, Cl. 1A2, 0.385%, 7/22/361,2		5,060,144		4,318,767
FREMF Mortgage Trust:
Series 2012-K501,Cl. C, 3.458%, 11/25/461,2		40,000		40,647
Series 2013-K25,Cl. C, 3.743%, 11/25/451,2		2,000,000		1,942,184
Series 2013-K26,Cl. C, 3.60%, 12/25/451,2		1,040,000		1,007,622
Series 2013-K27,Cl. C, 3.497%, 1/25/461,2		1,630,000		1,537,529
Series 2013-K28,Cl. C, 3.494%, 6/25/461,2		1,605,000		1,509,270
Series 2013-K502,Cl. C, 3.195%, 3/25/451,2		220,000		218,790
Series 2013-K712,Cl. C, 3.368%, 5/25/451,2		265,000		261,898
Series 2013-K713,Cl. C, 3.165%, 4/25/461,2		535,000		522,310
GE Capital Commercial Mortgage Corp., Series 2005-C4, Cl. AJ, 5.312%, 11/10/452		845,000		851,416
GS Mortgage Securities Trust, Series 2014-GC22, Cl. D, 4.646%, 6/10/471,2		1,515,000		1,411,985
GSR Mortgage Loan Trust, Series 2005-AR4, Cl. 6A1, 5.226%, 7/25/352		33,458		33,178
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2012-LC9, Cl. E, 4.425%, 12/15/471,2		3,025,000		2,967,534
JP Morgan Chase Commercial Mortgage Securities Trust:
Series 2006-CB16,Cl. AJ, 5.623%, 5/12/45		2,695,000		2,765,945
Series 2006-LDP8,Cl. AJ, 5.48%, 5/15/452		645,000		676,554
Series 2007-CB18,Cl. AJ, 5.502%, 6/12/472		4,031,000		4,031,699
Series 2013-C10,Cl. D, 4.159%, 12/15/472		4,665,000		4,486,097
JP Morgan Mortgage Trust, Series 2007-A1, Cl. 5A1, 2.576%, 7/25/352		92,133		91,915
JP Morgan Resecuritization Trust:
Series 2009-11,Cl. 5A1, 2.618%, 9/26/361,2		261,539		262,266
Series 2009-5,Cl. 1A2, 2.607%, 7/26/361,2		5,146,052		4,455,335
JPMBB Commercial Mortgage Securities Trust:
Series 2013-C14,Cl. D, 4.561%, 8/15/461,2		2,500,000		2,441,724
Series 2013-C15,Cl. D, 5.081%, 11/15/451,2		1,245,000		1,256,341
Series 2014-C21,Cl. D, 4.661%, 8/15/472		4,953,000		4,693,324
Merrill Lynch Mortgage Trust, Series 2006-C1, Cl. AJ, 5.677%, 5/12/392		6,860,000		6,903,815
Morgan Stanley Bank of America Merrill Lynch Trust:
Series 2012-C6,Cl. E, 4.662%, 11/15/451,2		2,290,000		2,296,991
Series 2013-C12,Cl. D, 4.769%, 10/15/461,2		2,370,000		2,330,656
Series 2013-C13,Cl. D, 4.895%, 11/15/461,2		570,000		561,533
Series 2013-C7,Cl. D, 4.302%, 2/15/461,2		4,435,000		4,286,776
Series 2013-C8,Cl. D, 4.171%, 12/15/481,2		2,020,000		1,935,790
Series 2014-C14,Cl. D, 4.834%, 2/15/471,2		5,060,000		4,913,852
Morgan Stanley Capital I Trust, Series 2007-IQ13, Cl. AM, 5.406%, 3/15/44		765,000		815,424
Morgan Stanley Re-Remic Trust, Series 2012-R3, Cl. 1A, 1.957%, 11/26/361,2		33,663		33,384
Morgan Stanley Resecuritization Trust, Series 2013-R9, Cl. 3A, 2.362%, 6/26/461,2		336,726		341,764
RALI Trust, Series 2005-QA4, Cl. A32, 3.056%, 4/25/352		52,292		7,829
Structured Adjustable Rate Mortgage Loan Trust:
Series 2004-10,Cl. 2A, 2.391%, 8/25/342		5,778,356		5,708,004
Series 2007-6,Cl. 3A1, 4.544%, 7/25/372		4,502,368		3,489,146
UBS-Barclays Commercial Mortgage Trust:
Series 2012-C2,Cl. E, 4.889%, 5/10/631,2		3,450,000		3,441,328
Series 2013-C5,Cl. D, 4.092%, 3/10/461,2		4,200,000		3,943,107
Wachovia Bank Commercial Mortgage Trust, Series 2007-C30, Cl. AM, 5.383%, 12/15/43		140,000		148,745
WaMu Mortgage Pass-Through Certificates Trust, Series 2005-AR16, Cl. 1A1, 2.339%, 12/25/352		17,258		16,501
Washington Mutual Mortgage Pass-Through Certificates Trust, Series 2007-OA3, Cl. 5A, 1.913%, 4/25/472		535,719		411,797

	Principal Amount		Value
Commercial (Continued)
Wells Fargo Mortgage-Backed Securities Trust:
Series 2005-AR1,Cl. 1A1, 2.611%, 2/25/352		$      2,223,913		$      2,240,154
Series 2005-AR10,Cl. 1A1, 2.614%, 6/25/352		1,021,088		1,039,872
Series 2005-AR15,Cl. 1A6, 2.613%, 9/25/352		4,530,287		4,320,789
Series 2006-8,Cl. A15, 6.00%, 7/25/36		2,300,974		2,312,948
Series 2006-AR7,Cl. 2A4, 2.613%, 5/25/362		1,891,891		1,796,148
Series 2007-AR3,Cl. A4, 5.702%, 4/25/372		1,147,038		1,127,658
WF-RBS Commercial Mortgage Trust:
Series 2012-C10,Cl. D, 4.458%, 12/15/451,2		105,000		102,498
Series 2012-C7,Cl. E, 4.845%, 6/15/451,2		2,040,000		2,054,783
Series 2012-C8,Cl. E, 4.876%, 8/15/451,2		2,275,000		2,312,523
Series 2013-C11,Cl. D, 4.182%, 3/15/451,2		1,168,000		1,121,064
Series 2013-C15,Cl. D, 4.483%, 8/15/461,2		4,445,000		4,282,906
WF-RBS Commercial Mortgage Trust, Interest-Only Commercial Mtg. Pass-Through Certificates, Series 2011-C3, Cl. XA, 0.00%, 3/15/441,4,5		5,691,789		310,524
				157,130,487
Multi-Family—0.3%
Citigroup Mortgage Loan Trust, Inc., Series 2006-AR3, Cl. 1A2A, 5.334%, 6/25/362		3,208,476		2,957,111
Wells Fargo Mortgage-Backed Securities Trust:
Series 2005-AR15,Cl. 1A2, 2.613%, 9/25/352		364,376		357,377
Series 2006-AR2,Cl. 2A3, 2.612%, 3/25/362		3,798,885		3,768,697
				7,083,185
Residential—0.7%
Banc of America Funding Trust:
Series 2007-1,Cl. 1A3, 6.00%, 1/25/37		1,347,917		1,227,462
Series 2007-C,Cl. 1A4, 5.293%, 5/20/362		1,152,959		1,118,405
Bear Stearns ARM Trust, Series 2006-1, Cl. A1, 2.36%, 2/25/362		50,509		50,485
CHL Mortgage Pass-Through Trust, Series 2005-J4, Cl. A7, 5.50%, 11/25/35		1,241,269		1,307,703
Citigroup Mortgage Loan Trust, Inc.:
Series 2005-2,Cl. 1A3, 2.672%, 5/25/352		1,636,176		1,633,990
Series 2005-3,Cl. 2A4, 2.709%, 8/25/352		2,892,033		2,472,231
CWHEQ Revolving Home Equity Loan Trust:
Series 2005-G,Cl. 2A, 0.391%, 12/15/352		88,447		76,735
Series 2006-H,Cl. 2A1A, 0.311%, 11/15/362		39,404		28,568
GSR Mortgage Loan Trust, Series 2006-5F, Cl. 2A1, 6%, 6/25/36		362,888		345,436
Home Equity Mortgage Trust, Series 2005-1, Cl. M6, 5.863%, 6/25/352		758,403		773,336
MASTR Asset Backed Securities Trust, Series 2006-WMC3, Cl. A3, 0.27%, 8/25/362		1,021,133		506,058
NC Finance Trust, Series 1999-I, Cl. D, 8.75%, 1/25/293,8		66,744		10,145
RALI Trust, Series 2006-QS13, Cl. 1A8, 6%, 9/25/36		24,894		20,055
Residential Asset Securitization Trust, Series 2005-A6CB, Cl. A7, 6%, 6/25/35		3,169,292		3,028,823
WaMu Mortgage Pass-Through Certificates Trust, Series 2003-AR10, Cl. A7, 2.419%, 10/25/332		130,458		133,590
Wells Fargo Mortgage-Backed Securities Trust, Series 2006-AR14, Cl. 1A2, 5.724%, 10/25/362		1,853,419		1,804,668
				14,537,690
Total Mortgage-Backed Obligations (Cost $330,245,755)				340,023,152
U.S. Government Obligations—1.6%
Federal National Mortgage Assn. Nts., 1%, 9/27/17		848,000		845,377

10      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

	Principal Amount		Value
U.S. Government Obligations (Continued)
United States Treasury Nts.:
1.00%, 12/15/17	$	3,659,000	$	3,650,851
1.375%, 9/30/189,10		16,696,000		16,677,735
2.00%, 9/30/2010		9,509,000		9,602,977
2.50%, 8/15/23		735,000		758,285
United States Treasury Nts. Strips, 6.16%, 2/15/16		2,116,000		2,106,980
Total U.S. Government Obligations (Cost $33,426,672)				33,642,205
Foreign Government Obligations—13.5%
Angola—0.0%
Republic of Angola Via Northern Lights III BV Sr. Unsec. Nts., 7%, 8/16/19		725,000		723,834
Brazil—0.8%
Brazil Minas SPE via State of Minas Gerais Sec. Bonds, 5.333%, 2/15/281		1,010,000		1,002,425
Federative Republic of Brazil International Bonds:
4.25%, 1/7/25		2,525,000		2,528,156
5.625%, 1/7/41		1,310,000		1,418,075
Federative Republic of Brazil Letra Tesouro Nacional Treasury Bills, 10.847%, 4/1/1514	BRL	13,740,000		5,024,657
Federative Republic of Brazil Nota Do Tesouro Nacional Unsec. Nts., 13.288%, 8/15/50	BRL	4,560,000		4,202,884
Federative Republic of Brazil Sr. Unsec. Nts., 4.875%, 1/22/21		2,027,000		2,163,823
				16,340,020
China—0.1%
Export-Import Bank of China (The) Sr. Unsec. Nts., 3.625%, 7/31/241		2,175,000		2,200,641
Colombia—1.0%
Republic of Colombia Sr. Unsec. Nts.:
4.00%, 2/26/24		1,810,000		1,855,250
4.375%, 7/12/21		2,265,000		2,400,900
5.625%, 2/26/44		1,305,000		1,474,650
8.125%, 5/21/24		970,000		1,292,525
Series B, 10.00%, 7/24/24	COP	28,650,000,000		14,401,553
Republic of Colombia Bonds, 7.375%, 9/18/37		435,000		589,425
				22,014,303
Croatia—0.2%
Republic of Croatia Sr. Unsec. Nts.:
5.50%, 4/4/231		2,815,000		2,930,415
6.375%, 3/24/211		475,000		521,312
6.75%, 11/5/191		285,000		313,500
				3,765,227
Dominican Republic—0.2%
Banco de Reservas de la Republica Dominicana Sub. Nts., 7%, 2/1/231		1,310,000		1,305,625
Dominican Republic Sr. Unsec. Bonds:
5.875%, 4/18/241		410,000		420,250
6.60%, 1/28/241		1,135,000		1,211,612
7.45%, 4/30/441		490,000		538,221
				3,475,708
Ecuador—0.0%
Republic of Ecuador Sr. Unsec. Bonds, 7.95%, 6/20/241		560,000		481,600
Egypt—0.0%
Arab Republic of Egypt Bonds, 6.875%, 4/30/401		280,000		289,100

	Principal Amount		Value
Gabon—0.0%
Gabonese Republic Unsec. Bonds, 6.375%, 12/12/241	$	1,050,000	$	1,002,750
Greece—0.8%
Athens Urban Transportation Organisation Sr. Unsec. Nts., 4.851%, 9/19/16	EUR	1,005,000		1,045,834
Hellenic Republic Sr. Unsec. Bonds:
5.20%, 7/17/34	EUR	5,795,000		4,695,396
6.14%, 4/14/28	EUR	6,580,000		5,486,066
Hellenic Republic Sr. Unsec. Nts., 3.80%, 8/8/17	JPY	867,000,000		5,950,574
				17,177,870
Hungary—0.4%
Hungary Sr. Unsec. Bonds, 8%, 2/12/15	HUF	191,000,000		734,487
Hungary Sr. Unsec. Nts.:
5.375%, 2/21/23		1,595,000		1,726,587
5.375%, 3/25/24		895,000		971,075
7.625%, 3/29/41		375,000		500,437
Hungary Unsec. Bonds:
Series 20/A, 7.50%, 11/12/20	HUF	392,000,000		1,834,018
Series 23/A, 6.00%, 11/24/23	HUF	512,000,000		2,326,386
				8,092,990
India—1.0%
Republic of India Sr. Unsec. Bonds:
7.28%, 6/3/19	INR	839,000,000		12,856,328
8.83%, 11/25/23	INR	549,000,000		9,166,859
				22,023,187
Indonesia—1.3%
Perusahaan Penerbit SBSN Indonesia III Sr. Unsec. Nts., 4%, 11/21/181		930,000		963,712
Perusahaan Penerbit SBSN Indonesia III Unsec. Nts.:
4.35%, 9/10/241		610,000		614,575
6.125%, 3/15/191		2,045,000		2,269,950
Republic of Indonesia Sr. Unsec. Bonds:
3.375%, 4/15/231		1,040,000		988,000
4.625%, 4/15/431		540,000		502,875
4.875%, 5/5/211		2,475,000		2,626,594
5.375%, 10/17/231		880,000		963,600
5.875%, 1/15/241		1,230,000		1,392,975
6.75%, 1/15/441		345,000		427,800
11.625%, 3/4/191		560,000		742,700
Republic of Indonesia Treasury Bonds, 8.375%, Series FR70, 3/15/24	IDR	206,000,000,000		17,419,666
				28,912,447
Ivory Coast—0.2%
Republic of Cote d’Ivoire Sr. Unsec. Bonds, 5.75%, 12/31/322		3,920,000		3,781,491
Kenya—0.1%
Republic of Kenya Sr. Unsec. Bonds:
5.875%, 6/24/191		560,000		568,400
6.875%, 6/24/241		1,165,000		1,226,163
				1,794,563
Latvia—0.1%
Republic of Latvia Sr. Unsec. Nts., 5.25%, 6/16/211		1,095,000		1,230,506
Lebanon—0.1%
Lebanese Republic International Bonds:
5.45%, 11/28/19		480,000		482,640
6.00%, 1/27/23		295,000		297,272
6.10%, 10/4/22		625,000		639,062
6.60%, 11/27/26		695,000		721,063
				2,140,037

11      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Lithuania—0.1%
Republic of Lithuania Sr. Unsec. Bonds, 6.125%, 3/9/211	$	2,675,000	$	3,124,748
Mexico—2.4%
United Mexican States Bonds:
3.60%, 1/30/25		1,735,000		1,737,603
8.50%, 12/13/18	MXN	300,200,000		22,947,071
United Mexican States Unsec. Bonds:
Series M, 6.50%, 6/9/22	MXN	187,900,000		13,384,962
Series M, 8.00%, 12/7/23	MXN	155,900,000		12,165,267
Series M20, 4.75%, 3/8/44		435,000		455,663
				50,690,566
Morocco—0.1%
Kingdom of Morocco Sr. Unsec. Bonds, 5.50%, 12/11/421		1,305,000		1,349,409
Kingdom of Morocco Sr. Unsec. Nts., 4.25%, 12/11/221		1,175,000		1,195,563
				2,544,972
Panama—0.2%
Republic of Panama Sr. Unsec. Bonds:
4.00%, 9/22/24		610,000		629,825
5.20%, 1/30/20		1,045,000		1,157,338
6.70%, 1/26/36		620,000		804,450
9.375%, 4/1/29		580,000		883,050
				3,474,663
Paraguay—0.1%
Republic of Paraguay Sr. Unsec. Bonds, 6.10%, 8/11/441		1,220,000		1,305,400
Peru—0.1%
Republic of Peru Sr. Unsec. Bonds:
5.625%, 11/18/50		870,000		1,028,775
7.35%, 7/21/25		1,010,000		1,345,825
				2,374,600
Philippines—0.3%
Republic of the Philippines Sr. Unsec. Bonds:
6.375%, 1/15/32		1,935,000		2,542,106
6.375%, 10/23/34		2,350,000		3,154,875
				5,696,981
Poland—0.3%
Republic of Poland Sr. Unsec. Bonds:
3.00%, 3/17/23		4,185,000		4,178,111
5.125%, 4/21/21		1,755,000		1,978,412
				6,156,523
Portugal—0.1%
Republic of Portugal Obrigacoes do Tesouro OT Sr. Unsec. Bonds, 4.75%, 6/14/19	EUR	1,975,000		2,727,228
Romania—0.3%
Romania Sr. Unsec. Bonds:
4.875%, 1/22/241		800,000		876,000
6.125%, 1/22/441		1,070,000		1,298,713
6.75%, 2/7/221		3,150,000		3,803,247
				5,977,960
Russia—0.1%
Russian Federation Sr. Unsec. Bonds, 4.875%, 9/16/231		1,730,000		1,550,080
Russian Federation Sr. Unsec. Nts., 5%, 4/29/201		1,420,000		1,327,345
				2,877,425
Senegal—0.0%
Republic of Senegal Unsec. Bonds, 6.25%, 7/30/241		800,000		766,160

	Principal Amount		Value
Serbia—0.1%
Republic of Serbia Sr. Unsec. Bonds, 5.25%, 11/21/171	$	1,425,000	$	1,470,600
Republic of Serbia Unsec. Bonds, 5.875%, 12/3/181		1,510,000		1,581,725
				3,052,325
South Africa—0.5%
Republic of South Africa Sr. Unsec. Bonds:
5.375%, 7/24/44		1,165,000		1,232,716
5.875%, 9/16/25		2,170,000		2,450,472
Republic of South Africa Unsec. Bonds, 10.50%, Series R186, 12/21/26	ZAR	69,000,000		7,178,678
				10,861,866
Sri Lanka—0.2%
Democratic Socialist Republic of Sri Lanka Sr. Unsec. Bonds:
5.875%, 7/25/221		1,010,000		1,036,513
6.00%, 1/14/191		1,090,000		1,136,325
6.25%, 10/4/201		1,225,000		1,287,781
Democratic Socialist Republic of Sri Lanka Unsec. Bonds, 7.40%, 1/22/151		810,000		811,012
				4,271,631
Tanzania—0.1%
United Republic of Tanzania Sr. Unsec. Nts., 6.329%, 3/9/202		1,435,000		1,506,358
Turkey—2.0%
Republic of Turkey Bonds:
4.875%, 4/16/43		710,000		710,767
10.50%, 1/15/20	TRY	75,450,000		35,905,028
Republic of Turkey Sr. Unsec. Bonds:
4.35%, 11/12/21	EUR	1,040,000		1,379,356
6.25%, 9/26/22		2,145,000		2,453,344
6.625%, 2/17/45		345,000		425,126
6.875%, 3/17/36		880,000		1,091,200
				41,964,821
Ukraine—0.0%
Ukraine International Bonds, 7.80%, 11/28/221		640,000		396,800
United Arab Emirates—0.0%
Emirate of Dubai Sr. Unsec. International Bonds, 5.25%, 1/30/43		620,000		571,724
Uruguay—0.1%
Oriental Republic of Uruguay Sr. Unsec. Bonds, 5.10%, 6/18/50		1,430,000		1,455,025
Venezuela—0.1%
Bolivarian Republic of Venezuela Sr. Unsec. Bonds:
7.75%, 10/13/19		510,000		228,990
8.25%, 10/13/24		325,000		143,000
13.625%, 8/15/181		2,265,000		1,150,620
				1,522,610
Vietnam—0.0%
Socialist Republic of Vietnam Bonds, 4.80%, 11/19/241		800,000		826,000
Total Foreign Government Obligations (Cost $305,727,269)				289,592,660
Corporate Loans—3.8%
Accellent, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.50%, 3/11/222		1,360,000		1,285,200
Affinion Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.75%, 4/30/182		797,350		748,512

12      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

	Principal Amount		Value
Corporate Loans (Continued)
Affinion Group, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.50%, 10/31/182,6	$	1,237,587	$	1,116,149
Amaya BV, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.00%, 7/29/222		2,265,000		2,248,013
Asurion LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.50%, 3/3/212		5,945,247		5,930,384
AZ Chem US, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.50%, 6/10/222		1,180,000		1,168,200
BJ’s Wholesale Club, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.50%, 3/26/202		1,775,000		1,751,334
Blue Coat Systems, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.50%, 6/26/202		895,000		881,575
Brock Holdings III, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.00%, 3/16/182		775,000		614,187
Caesars Entertainment Operating Co., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 9.75%, 1/29/182		1,084,550		961,996
Caesars Entertainment Resort Properties LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.00%, 10/11/202		4,355,690		4,134,277
Caesars Growth Properties Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.25%, 5/10/212		1,060,670		984,655
Clear Channel Communications, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.919%, 1/30/192		7,103,532		6,710,621
Clear Channel Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B, 3.819%, 1/29/16		24,300		24,049
Tranche E, 7.669%, 7/30/19		926,326		890,431
Connolly Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.00%, 5/9/222		1,880,000		1,870,600
CRC Health Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.00%, 9/28/212		2,325,000		2,381,672
Del Monte Foods Co., Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.25%, 8/18/212,6		1,310,000		1,126,600
Deltek, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.00%, 10/10/192		1,620,000		1,632,150
Deluxe Entertainment Services, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.50%, 2/26/202		736,576		682,253
Dialysis Newco, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.75%, 10/21/212		2,835,000		2,827,913
Entegra TC LLC, Sr. Sec. Credit Facilities Exit 3rd Lien Term Loan, 9.25%, 10/3/202,12		1,633,426		1,576,256
FairPoint Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 2/14/192		1,797,136		1,792,643
Fieldwood Energy LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.375%, 9/30/202,6		872,184		642,363
Flint Group GmbH, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.25%, 9/5/222		710,000		674,500
GYP Holdings III Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.75%, 3/27/222		2,325,000		2,295,938
Internet Brands, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.50%, 7/8/222		2,120,000		2,082,900

	Principal Amount		Value
Corporate Loans (Continued)
IPC Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.00%, 11/9/202	$	1,572,100	$	1,566,205
IPC Systems, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.50%, 5/10/212		860,000		894,400
iStar Financial, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.00%, 3/19/172		834,309		857,774
Liberty Cablevision of Puerto Rico LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.75%, 7/7/232		1,440,000		1,404,000
Moxie Patriot LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.75%, 12/19/202		1,370,000		1,375,138
NewPage Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 9.50%, 2/5/212		3,555,000		3,412,800
NFR Energy LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.75%, 12/31/182		3,590,000		2,925,850
NTELOS, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.75%, 11/9/192		1,103,161		970,782
Orchard Acquisition Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.00%, 2/8/192		300,970		298,712
Quicksilver Resources, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.00%, 6/21/192,6		4,151,000		3,154,760
Radnet Management, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.00%, 3/25/212		1,740,000		1,731,300
Revel Entertainment, Inc., Sr. Sec. Credit Facilities 2nd Lien Exit Term Loan, 14.50%, 5/20/182, 8,12		1,490,134		7,452
Rexam plc, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.00%, 5/2/222		1,860,000		1,846,050
Road Infrastructure Investment LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.75%, 9/21/212		1,860,000		1,698,799
RP Crown Parent LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.00%, 12/21/182		2,055,736		1,913,119
RP Crown Parent LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 11.25%, 12/21/192		720,000		617,625
Sun Products Corp. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 3/23/202		1,450,000		1,355,750
Templar Energy LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.50%, 11/25/202		5,783,500		4,178,579
TWCC Holding Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.00%, 6/26/202		2,185,000		2,086,675
Total Corporate Loans (Cost $87,596,651)				81,331,141
Corporate Bonds and Notes—50.7%
Consumer Discretionary—9.5%
Auto Components—1.2%
Affinia Group, Inc., 7.75% Sr. Unsec. Nts., 5/1/21		2,615,000		2,706,525
Gates Global LLC/Gates Global Co., 6% Sr. Unsec. Nts., 7/15/221		3,805,000		3,663,074
GKN Holdings plc:
5.375% Sr. Unsec. Nts., 9/19/22	GBP	795,000		1,428,750
6.75% Sr. Unsec. Nts., 10/28/19	GBP	1,465,000		2,720,272

13      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

		Principal Amount		Value
Auto Components (Continued)
Goodyear Tire & Rubber Co., 8.25% Sr. Unsec. Nts., 8/15/20		$	3,410,000	$	3,631,650
Icahn Enterprises LP/Icahn Enterprises Finance Corp., 5.875% Sr. Unsec. Nts., 2/1/22			4,035,000		4,072,828
Lear Corp., 4.75% Sr. Unsec. Nts., 1/15/23			2,925,000		2,932,313
MPG Holdco I, Inc., 7.375% Sr. Unsec. Nts., 10/15/221			3,675,000		3,803,625
					24,959,037
Automobiles—0.4%
Daimler Finance North America LLC, 2.375% Sr. Unsec. Nts., 8/1/181			1,375,000		1,395,481
Geely Automobile Holdings Ltd., 5.25% Sr. Unsec. Nts., 10/6/191			195,000		189,638
General Motors Co., 5% Sr. Unsec. Nts., 4/1/35			2,865,000		2,992,750
Jaguar Land Rover Automotive plc, 5.625% Sr. Unsec. Nts., 2/1/231			2,065,000		2,181,156
Volkswagen International Finance NV, 3.875% Jr. Sub. Perpetual Bonds2,11	EUR		1,125,000		1,449,682
					8,208,707
Diversified Consumer Services—0.1%
Monitronics International, Inc., 9.125% Sr. Unsec. Nts., 4/1/20			2,865,000		2,719,959
Hotels, Restaurants & Leisure—1.8%
1011778 B.C. ULC/New Red Finance, Inc., 6% Sec. Nts., 4/1/221			2,285,000		2,353,550
Boyd Gaming Corp., 9.125% Sr. Unsec. Nts., 12/1/18			900,000		927,000
Caesars Entertainment Resort Properties LLC, 11% Sec. Nts., 10/1/211			1,725,000		1,578,375
Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc., 9.375% Sec. Nts., 5/1/221			1,885,000		1,668,225
Churchill Downs, Inc., 5.375% Sr. Unsec. Nts., 12/15/21			1,650,000		1,658,250
Greektown Holdings LLC/Greektown Mothership Corp., 8.875% Sr. Sec. Nts., 3/15/191			3,150,000		3,157,875
GTECH SpA, 8.25% Jr. Sub. Nts., 3/31/661,2	EUR		1,643,000		2,164,557
Isle of Capri Casinos, Inc., 7.75% Sr. Unsec. Nts., 3/15/19			3,070,000		3,192,800
Landry’s, Inc., 9.375% Sr. Unsec. Nts., 5/1/201			4,315,000		4,595,475
MCE Finance Ltd., 5% Sr. Unsec. Nts., 2/15/211			2,465,000		2,317,100
MGM Resorts International: 6.625% Sr. Unsec. Nts. 12/15/21			2,100,000		2,215,500
6.75% Sr. Unsec. Nts., 10/1/20			1,650,000		1,736,625
MTR Gaming Group, Inc., 11.50% Sec. Nts., 8/1/19			2,510,825		2,730,522
NCL Corp. Ltd., 5.25% Sr. Unsec. Nts., 11/15/191			1,380,000		1,397,250
PF Chang’s China Bistro, Inc., 10.25% Sr. Unsec. Nts., 6/30/201			1,340,000		1,343,350
Pinnacle Entertainment, Inc., 6.375% Sr. Unsec. Nts., 8/1/21			1,670,000		1,728,450
Premier Cruises Ltd., 11% Sr. Unsec. Nts., 3/15/083,8			250,000		—
Sugarhouse HSP Gaming Prop Mezz LP/Sugarhouse HSP Gaming Finance Corp., 6.375% Sr. Sec. Nts., 6/1/211			1,250,000		1,143,750

		Principal Amount		Value
Hotels, Restaurants & Leisure (Continued)
Viking Cruises Ltd., 8.50% Sr. Unsec. Nts., 10/15/221		$	2,135,000	$	2,321,813
					38,230,467
Household Durables—0.7%
Arcelik AS, 5% Sr. Unsec. Nts., 4/3/231			320,000		309,792
Beazer Homes USA, Inc., 9.125% Sr. Unsec. Nts., 5/15/19			2,815,000		2,952,231
Jarden Corp., 6.125% Sr. Unsec. Nts., 11/15/22			1,080,000		1,131,300
K Hovnanian Enterprises, Inc.: 7.00% Sr. Unsec. Nts., 1/15/191			1,200,000		1,149,750
9.125% Sec. Nts., 11/15/203			1,790,000		1,915,300
KB Home, 7% Sr. Unsec. Nts., 12/15/21			1,965,000		2,071,847
Meritage Homes Corp., 7.15% Sr. Unsec. Nts., 4/15/20			3,270,000		3,531,600
Taylor Morrison Communities, Inc./Monarch Communities, Inc.:
5.25% Sr. Unsec. Nts., 4/15/211			1,050,000		1,039,500
5.625% Sr. Unsec. Nts., 3/1/241			274,000		265,780
					14,367,100
Media—3.5%
Altice Financing SA, 6.50% Sec. Nts., 1/15/221			4,600,000		4,508,000
Altice Finco SA, 8.125% Sec. Nts., 1/15/241			1,785,000		1,749,300
Altice SA, 7.25% Sr. Sec. Nts., 5/15/221	EUR		4,220,000		5,186,985
Belo Corp., 7.75% Sr. Unsec. Nts., 6/1/27			3,132,000		3,460,860
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75% Sr. Unsec. Nts., 9/1/23			2,000,000		2,032,500
CCOH Safari LLC, 5.75% Sr. Unsec. Nts., 12/1/24			6,705,000		6,797,194
Cumulus Media Holdings, Inc., 7.75% Sr. Unsec. Nts., 5/1/19			1,715,000		1,738,581
DISH DBS Corp.:
5.875% Sr. Unsec. Nts., 11/15/241			2,530,000		2,548,975
6.75% Sr. Unsec. Nts., 6/1/21			835,000		899,712
DreamWorks Animation SKG, Inc.,
6.875% Sr. Unsec. Nts., 8/15/201			1,260,000		1,297,800
Entercom Radio LLC, 10.50% Sr. Unsec. Nts., 12/1/19			1,125,000		1,226,250
Gannett Co., Inc.:
5.125% Sr. Unsec. Nts., 7/15/20			1,740,000		1,783,500
5.50% Sr. Unsec. Nts., 9/15/241			475,000		477,375
Gray Television, Inc., 7.50% Sr. Unsec. Nts., 10/1/20			4,435,000		4,590,225
iHeartCommunications, Inc., 9% Sr. Sec. Nts., 12/15/19			875,000		865,156
LIN Television Corp., 5.875% Sr. Unsec. Nts., 11/15/221			2,260,000		2,243,050
Myriad International Holdings BV, 6% Sr. Unsec. Nts., 7/18/201			1,040,000		1,141,400
Nexstar Broadcasting, Inc., 6.875% Sr. Unsec. Nts., 11/15/20			2,305,000		2,402,963
Numericable-SFR, 6% Sr. Sec. Nts., 5/15/221			5,995,000		6,035,466
Sinclair Television Group, Inc.:
5.375% Sr. Unsec. Nts., 4/1/21			1,800,000		1,795,500
5.625% Sr. Unsec. Nts., 8/1/241			1,180,000		1,147,550
6.125% Sr. Unsec. Nts., 10/1/22			2,410,000		2,464,225
Univision Communications, Inc., 8.50% Sr. Unsec. Nts., 5/15/211			1,590,000		1,701,300
UPC Holding BV, 6.75% Sr. Unsec. Nts., 3/15/231	EUR		2,720,000		3,607,956

14      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

	Principal Amount		Value
Media (Continued)
UPCB Finance V Ltd., 7.25% Sr. Sec. Nts., 11/15/211	$	3,235,000	$	3,554,456
UPCB Finance VI Ltd., 6.875% Sr. Sec. Nts., 1/15/221		3,275,000		3,577,938
Virgin Media Finance plc, 7% Sr. Unsec. Nts., 4/15/231	GBP	755,000		1,282,599
Virgin Media Secured Finance plc, 6% Sr. Sec. Nts., 4/15/211	GBP	2,470,000		4,070,844
VTR Finance BV, 6.875% Sr. Sec. Nts., 1/15/241		920,000		940,700
				75,128,360
Multiline Retail—0.2%
Neiman Marcus Group Ltd., Inc.:
8.00% Sr. Unsec. Nts., 10/15/211		220,000		233,750
8.75% Sr. Unsec. Nts., 10/15/211,12		4,255,000		4,531,575
SACI Falabella, 4.375% Sr. Unsec. Nts., 1/27/251		700,000		687,491
				5,452,816
Specialty Retail—1.2%
Apex Tool Group LLC, 7% Sr. Unsec. Nts., 2/1/211		4,035,000		3,470,100
Claire’s Stores, Inc., 8.875% Sr. Unsec. Nts., 3/15/19		5,070,000		4,132,050
GameStop Corp., 5.50% Sr. Unsec. Nts., 10/1/191		2,540,000		2,559,050
Hot Topic, Inc., 9.25% Sr. Sec. Nts., 6/15/211		1,130,000		1,214,750
L Brands, Inc., 6.625% Sr. Unsec. Nts., 4/1/21		3,895,000		4,401,350
Michaels Stores, Inc., 5.875% Sr. Sub. Nts., 12/15/201		3,955,000		4,014,325
Party City Holdings, Inc., 8.875% Sr. Unsec. Nts., 8/1/20		770,000		825,825
Sally Holdings LLC/Sally Capital, Inc., 5.75% Sr. Unsec. Nts., 6/1/22		1,880,000		1,978,700
Stackpole International Intermediate Co., 7.75% Sr. Sec. Nts., 10/15/211		3,360,000		3,376,800
				25,972,950
Textiles, Apparel & Luxury Goods—0.4%
American Achievement Corp., 10.875% Sec. Nts., 4/15/161		1,290,000		1,238,400
Polymer Group, Inc., 6.875% Sr. Unsec. Nts., 6/1/191		705,000		679,444
Springs Industries, Inc., 6.25% Sr. Sec. Nts., 6/1/21		5,715,000		5,715,000
				7,632,844
Consumer Staples—1.6%
Beverages—0.3%
Compania Brasileira de Aluminio, 4.75% Sr. Unsec. Nts., 6/17/241		2,565,000		2,504,081
Constellation Brands, Inc., 4.75% Sr. Unsec. Nts., 11/15/24		2,270,000		2,304,050
Pernod Ricard SA:
4.45% Sr. Unsec. Nts., 1/15/221		695,000		745,247
5.75% Sr. Unsec. Nts., 4/7/211		585,000		672,873
				6,226,251
Food & Staples Retailing—0.3%
BI-LO LLC/BI-LO Finance Corp., 8.625% Sr. Unsec. Nts., 9/15/181,12		3,335,000		2,517,925
Rite Aid Corp., 6.75% Sr. Unsec. Nts., 6/15/21		2,415,000		2,505,563
Walgreens Boots Alliance, Inc., 2.125% Sr. Unsec. Nts., 11/20/26	EUR	1,400,000		1,728,505
				6,751,993

	Principal Amount		Value
Food Products—0.7%
ASG Consolidated LLC/ASG Finance, Inc., 15% Sr. Unsec. Nts., 5/15/173,12	$	3,229,659	$	2,293,058
BRF SA, 4.75% Sr. Unsec. Nts., 5/22/241		715,000		696,231
Bumble Bee Holdings, Inc., 9% Sr. Sec. Nts., 12/15/171		1,269,000		1,334,353
Chiquita Brands International, Inc./Chiquita Brands LLC, 7.875% Sr. Sec. Nts., 2/1/21		2,236,000		2,412,085
Gruma SAB de CV, 4.875% Sr. Unsec. Nts., 12/1/241		500,000		518,750
HJ Heinz Co., 4.25% Sec. Nts., 10/15/20		2,235,000		2,262,937
Marfrig Holding Europe BV, 6.875% Sr. Unsec. Nts., 6/24/191		440,000		410,300
Minerva Luxembourg SA, 7.75% Sr. Unsec. Nts., 1/31/231		385,000		378,263
Post Holdings, Inc., 7.375% Sr. Unsec. Nts., 2/15/22		2,265,000		2,270,663
Wells Enterprises, Inc., 6.75% Sr. Sec. Nts., 2/1/201		912,000		937,080
				13,513,720
Household Products—0.1%
Spectrum Brands, Inc.:
6.125% Sr. Unsec. Nts., 12/15/241		330,000		336,600
6.375% Sr. Unsec. Nts., 11/15/20		1,420,000		1,487,450
				1,824,050
Personal Products—0.1%
Revlon Consumer Products Corp., 5.75% Sr. Unsec. Nts., 2/15/21		2,380,000		2,391,900
Tobacco—0.1%
Vector Group Ltd., 7.75% Sr. Sec. Nts., 2/15/21		2,620,000		2,767,375
Energy—7.4%
Energy Equipment & Services—1.0%
American Energy-Permian Basin LLC/AEPB Finance Corp., 7.125% Sr. Unsec. Nts., 11/1/201		1,890,000		1,408,050
Compressco Partners LP/Compressco Finance, Inc., 7.25% Sr. Unsec. Nts., 8/15/221		2,365,000		2,057,550
Eletson Holdings, 9.625% Sr. Sec. Nts., 1/15/223		1,875,000		1,846,875
Exterran Partners LP/EXLP Finance Corp., 6% Sr. Unsec. Nts., 4/1/21		1,525,000		1,342,000
Forbes Energy Services Ltd., 9% Sr. Unsec. Nts., 6/15/19		1,520,000		919,600
GNL Quintero SA, 4.634% Sr. Unsec. Nts., 7/31/291		700,000		710,337
Hornbeck Offshore Services, Inc., 5.875% Sr. Unsec. Nts., 4/1/20		2,360,000		2,112,200
Offshore Group Investment Ltd., 7.50% Sr. Sec. Nts., 11/1/19		1,140,000		855,000
Pertamina Persero PT, 5.625% Sr. Unsec. Nts., 5/20/431		2,385,000		2,253,825
Precision Drilling Corp., 6.625% Sr. Unsec. Nts., 11/15/20		1,395,000		1,262,475
Seadrill Ltd.:
6.125% Sr. Unsec. Nts., 9/15/171		2,315,000		2,060,350
6.50% Sr. Unsec. Nts., 10/5/15		515,000		516,288
Seventy Seven Operating LLC, 6.625% Sr. Unsec. Nts., 11/15/19		240,000		183,600
Sinopec Group Overseas Development 2013 Ltd., 4.375% Sr. Unsec. Nts., 10/17/231		1,320,000		1,386,837

15      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Energy Equipment & Services (Continued)
Sinopec Group Overseas Development 2014 Ltd., 2.75% Sr. Unsec. Nts., 4/10/191	$	1,760,000	$	1,756,800
				20,671,787
Oil, Gas & Consumable Fuels—6.4%
Access Midstream Partners LP/ACMP Finance Corp.:
4.875% Sr. Unsec. Nts., 3/15/24		680,000		691,900
6.125% Sr. Unsec. Nts., 7/15/22		1,390,000		1,483,825
Antero Resources Finance Corp., 6% Sr. Unsec. Nts., 12/1/20		1,810,000		1,814,525
Arch Coal, Inc.:
7.25% Sr. Unsec. Nts., 6/15/21		505,000		149,606
8.00% Sec. Nts., 1/15/191		1,760,000		985,600
Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp.:
5.875% Sr. Unsec. Nts., 8/1/23		1,280,000		1,273,600
6.625% Sr. Unsec. Nts., 10/1/20		1,435,000		1,467,287
Baytex Energy Corp., 5.125% Sr. Unsec. Nts., 6/1/211		705,000		602,775
Bill Barrett Corp., 7.625% Sr. Unsec. Nts., 10/1/19		2,355,000		2,154,825
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.125% Sr. Unsec. Nts., 11/15/221		690,000		667,575
BreitBurn Energy Partners LP/BreitBurn Finance Corp., 8.625% Sr. Unsec. Nts., 10/15/20		2,705,000		2,339,825
California Resources Corp.:
5.00% Sr. Unsec. Nts., 1/15/201		2,005,000		1,749,362
5.50% Sr. Unsec. Nts., 9/15/211		2,805,000		2,412,300
6.00% Sr. Unsec. Nts., 11/15/241		230,000		195,500
Chaparral Energy, Inc., 7.625% Sr. Unsec. Nts., 11/15/22		1,400,000		931,000
Chesapeake Energy Corp.:
4.875% Sr. Unsec. Nts., 4/15/22		2,110,000		2,062,525
5.375% Sr. Unsec. Nts., 6/15/21		1,320,000		1,325,775
5.75% Sr. Unsec. Nts., 3/15/23		1,425,000		1,474,875
Cimarex Energy Co., 4.375% Sr. Unsec. Nts., 6/1/24		912,000		873,240
Cloud Peak Energy Resources LLC/Cloud Peak Energy Finance Corp.:
6.375% Sr. Unsec. Nts., 3/15/24		1,740,000		1,626,900
8.50% Sr. Unsec. Nts., 12/15/19		485,000		506,825
CNOOC Curtis Funding No 1 Pty Ltd., 4.50% Sr. Unsec. Nts., 10/3/231		1,310,000		1,379,882
Concho Resources, Inc., 5.50% Sr. Unsec. Unsub. Nts., 4/1/23		2,665,000		2,690,850
CONSOL Energy, Inc., 5.875% Sr. Unsec. Nts., 4/15/221		1,440,000		1,346,400
Cosan Luxembourg SA, 5% Sr. Unsec. Nts., 3/14/231		380,000		339,150
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.:
6.00% Sr. Unsec. Nts., 12/15/20		495,000		476,437
6.125% Sr. Unsec. Nts., 3/1/22		2,055,000		1,972,800
Delek & Avner Tamar Bond Ltd., 5.082% Sr. Sec. Nts., 12/30/231		610,000		609,754
Empresa Nacional del Petroleo:
4.375% Sr. Unsec. Nts., 10/30/241		1,310,000		1,284,230
4.75% Sr. Unsec. Nts., 12/6/211		725,000		737,690
Energy Transfer Equity LP:
5.875% Sr. Sec. Nts., 1/15/24		1,175,000		1,198,500
7.50% Sr. Sec. Nts., 10/15/20		1,975,000		2,202,125
EP Energy LLC/Everest Acquisition Finance, Inc., 7.75% Sr. Unsec. Nts., 9/1/22		2,665,000		2,505,100
EXCO Resources, Inc., 7.50% Sr. Unsec. Nts., 9/15/18		2,670,000		2,054,231
Gazprom OAO Via Gaz Capital SA:
4.30% Sr. Unsec. Nts., 11/12/151		1,300,000		1,277,189
4.95% Sr. Unsec. Nts., 7/19/221		1,060,000		863,900

	Principal Amount		Value
Oil, Gas & Consumable Fuels (Continued)
Genesis Energy LP/Genesis Energy Finance Corp., 5.75% Sr. Unsec. Nts., 2/15/21	$	1,720,000	$	1,608,200
Halcon Resources Corp.:
8.875% Sr. Unsec. Nts., 5/15/21		3,955,000		2,995,912
9.75% Sr. Unsec. Nts., 7/15/20		1,225,000		924,875
Hiland Partners LP/Hiland Partners Finance Corp., 7.25% Sr. Unsec. Nts., 10/1/201		1,430,000		1,365,650
KazMunayGas National Co. JSC, 5.75% Sr. Unsec. Nts., 4/30/431		1,125,000		950,625
Kodiak Oil & Gas Corp., 5.50% Sr. Unsec. Nts., 1/15/21		1,735,000		1,748,012
Laredo Petroleum, Inc., 5.625% Sr. Unsec. Nts., 1/15/22		1,765,000		1,553,200
LBC Tank Terminals Holding Netherlands BV, 6.875% Sr. Unsec. Nts., 5/15/233		1,530,000		1,545,300
Lightstream Resources Ltd., 8.625% Sr. Unsec. Nts., 2/1/201		1,765,000		1,244,325
Linn Energy LLC/Linn Energy Finance Corp.:
7.75% Sr. Unsec. Nts., 2/1/21		3,370,000		2,856,075
8.625% Sr. Unsec. Nts., 4/15/20		1,370,000		1,198,750
MarkWest Energy Partners LP/MarkWest Energy Finance Corp., 4.50% Sr. Unsec. Nts., 7/15/23		2,190,000		2,118,825
MEG Energy Corp., 6.50% Sr. Unsec. Nts., 3/15/211		7,785,000		7,142,738
Memorial Production Partners LP/Memorial Production Finance Corp., 7.625% Sr. Unsec. Nts., 5/1/21		1,425,000		1,147,125
Midstates Petroleum Co., Inc./Midstates Petroleum Co. LLC, 9.25% Sr. Unsec. Nts., 6/1/21		1,440,000		734,400
Murray Energy Corp.:
8.625% Sr. Sec. Nts., 6/15/211		635,000		609,600
9.50% Sr. Sec. Nts., 12/5/201		2,820,000		2,834,100
Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc., 8.125% Sr. Sec. Nts., 11/15/211		1,245,000		1,220,100
NGPL PipeCo LLC, 7.119% Sr. Sec. Nts., 12/15/171		1,945,000		1,920,688
Novatek OAO via Novatek Finance Ltd., 4.422% Sr. Unsec. Nts., 12/13/221		915,000		686,250
Oasis Petroleum, Inc., 6.875% Sr. Unsec. Nts., 1/15/23		2,580,000		2,360,700
Origin Energy Finance Ltd.:
3.50% Sr. Unsec. Nts., 10/9/181		2,114,000		2,158,863
5.45% Sr. Unsec. Nts., 10/14/211		1,372,000		1,501,784
Pacific Rubiales Energy Corp., 5.625% Sr. Unsec. Nts., 1/19/251		955,000		735,350
Parsley Energy LLC/Parsley Finance Corp., 7.50% Sr. Unsec. Nts., 2/15/221		1,065,000		1,014,413
Peabody Energy Corp., 6.25% Sr. Unsec. Nts., 11/15/21		1,735,000		1,489,931
Penn Virginia Corp., 8.50% Sr. Unsec. Nts., 5/1/20		1,715,000		1,380,575
Petroleos de Venezuela SA, 6% Sr. Unsec. Nts., 11/15/261		2,190,000		810,300
Petroleos Mexicanos:
1.95% Sr. Unsec. Nts., 12/20/22		148,000		145,870
2.00% Sec. Nts., 12/20/22		732,000		722,928
3.50% Sr. Unsec. Nts., 1/30/23		1,820,000		1,745,380
5.50% Sr. Unsec. Nts., 6/27/441		1,720,000		1,763,000
6.375% Sr. Unsec. Nts., 1/23/45		1,670,000		1,899,625
6.625% Sr. Unsec. Nts., 6/15/35		1,235,000		1,432,600
8.00% Sr. Unsec. Nts., 5/3/19		4,010,000		4,761,875

16      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

	Principal Amount		Value
Oil, Gas & Consumable Fuels (Continued)
Petroleum Co. of Trinidad & Tobago Ltd.:
6.00% Sr. Unsec. Nts., 5/8/221	$	325,000	$	331,500
9.75% Sr. Unsec. Nts., 8/14/191		515,000		610,275
Petronas Capital Ltd., 7.875% Sr. Unsec. Nts., 5/22/221		1,005,000		1,304,300
Range Resources Corp.:
5.00% Sr. Sub. Nts., 8/15/22		1,160,000		1,165,800
5.00% Sr. Sub. Nts., 3/15/23		325,000		326,625
Regency Energy Partners LP/Regency Energy Finance Corp., 5% Sr. Unsec. Nts., 10/1/22		1,895,000		1,800,250
Rice Energy, Inc., 6.25% Sr. Unsec. Nts., 5/1/221		1,565,000		1,463,275
Rosetta Resources, Inc., 5.625% Sr. Unsec. Nts., 5/1/21		1,525,000		1,403,153
Sabine Pass Liquefaction LLC, 5.75% Sr. Sec. Nts., 5/15/24		575,000		567,094
Sanchez Energy Corp.:
6.125% Sr. Unsec. Nts., 1/15/231		1,385,000		1,166,863
7.75% Sr. Unsec. Nts., 6/15/21		1,695,000		1,584,825
SandRidge Energy, Inc.:
7.50% Sr. Unsec. Nts., 2/15/23		1,090,000		703,050
7.51% Sr. Unsec. Nts., 3/15/21		1,497,000		965,565
Seven Energy Ltd., 10.25% Sr. Sec. Nts., 10/11/211		380,000		351,025
SM Energy Co., 6.50% Sr. Unsec. Nts., 1/1/23		1,990,000		1,920,350
Summit Midstream Holdings LLC/Summit Midstream Finance Corp., 5.50% Sr. Unsec. Nts., 8/15/22		1,420,000		1,356,100
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 4.125% Sr. Unsec. Nts., 11/15/191		930,000		899,775
Tesoro Logistics LP/Tesoro Logistics Finance Corp.:
5.875% Sr. Unsec. Nts., 10/1/20		1,154,000		1,162,655
6.25% Sr. Unsec. Nts., 10/15/221		935,000		937,338
Triangle USA Petroleum Corp., 6.75% Sr. Unsec. Nts., 7/15/221		1,890,000		1,256,850
Tullow Oil plc, 6% Sr. Unsec. Nts., 11/1/201		1,301,000		1,092,840
US Shale Solutions, Inc., 12.50% Sr. Sec. Nts., 9/1/173		1,895		1,459,150
Whiting Petroleum Corp., 5.75% Sr. Unsec. Nts., 3/15/21		2,195,000		2,041,350
WPX Energy, Inc.:
5.25% Sr. Unsec. Nts., 9/15/24		945,000		883,575
6.00% Sr. Unsec. Nts., 1/15/22		1,375,000		1,330,313
				136,139,723
Financials—9.1%
Capital Markets—1.3%
American Capital Ltd., 6.50% Sr. Unsec. Nts., 9/15/181		1,315,000		1,380,750
Axalta Coating Systems Dutch Holding BV, 7.375% Sr. Unsec. Nts., 5/1/211		1,675,000		1,783,875
Cantor Commercial Real Estate Co. LP/CCRE Finance Corp., 7.75% Sr. Unsec. Nts., 2/15/181		1,880,000		1,950,500
Deutsche Bank AG, 7.50% Jr. Sub. Perpetual Bonds2,11		795,000		765,187
Drawbridge Special Opportunities Fund LP/Drawbridge Special Opportunities Finance Corp., 5% Sr. Unsec. Nts., 8/1/211		3,145,000		3,148,931
Fermaca Enterprises S de RL de CV, 6.375% Sr. Sec. Nts., 3/30/381		1,035,000		1,058,288
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 5.625% Sr. Unsec. Nts., 10/15/21		1,035,000		1,086,750

	Principal Amount		Value
Capital Markets (Continued)
Is Yatirim Menkul Degerler AS, 9.786% Unsec. Nts., 2/24/1514	TRY	2,720,000		$        1,149,146
MPH Acquisition Holdings LLC, 6.625% Sr. Unsec. Nts., 4/1/221		700,000		717,500
Nationstar Mortgage LLC/Nationstar Capital Corp.:
6.50% Sr. Unsec. Nts., 8/1/18		430,000		411,725
7.875% Sr. Unsec. Nts., 10/1/20		2,255,000		2,176,075
Prospect Medical Holdings, Inc., 8.375% Sr. Sec. Nts., 5/1/191		2,160,000		2,316,600
Signode Industrial Group Lux SA/Signode Industrial Group US, Inc., 6.375% Sr. Unsec. Nts., 5/1/221		1,165,000		1,141,700
Springleaf Finance Corp., 5.25% Sr. Unsec. Nts., 12/15/19		1,090,000		1,070,925
UBS AG (Jersey Branch), 7.25% Sub. Nts., 2/22/222		3,520,000		3,782,831
Walter Investment Management Corp., 7.875% Sr. Unsec. Nts., 12/15/21		3,200,000		2,872,000
				26,812,783
Commercial Banks—3.9%
Banco Bilbao Vizcaya Argentaria SA, 9% Jr. Sub. Perpetual Bonds2,11		145,000		155,513
Banco del Estado de Chile, 4.125% Sr. Unsec. Nts., 10/7/201		2,060,000		2,163,196
Banco Santander SA:
6.25% Jr. Sub. Perpetual Bonds2,11	EUR	250,000		293,324
6.375% Jr. Sub. Perpetual Bonds2,11		1,435,000		1,405,491
Barclays plc:
6.625% Jr. Sub. Perpetual Bonds2,11		440,000		421,985
7.00% Jr. Sub. Perpetual Bonds2,11	GBP	3,666,000		5,491,554
BNP Paribas SA, 5.945% Jr. Sub. Perpetual Bonds2,11	GBP	3,190,000		5,065,158
BPCE SA, 9% Jr. Sub. Perpetual Bonds2,11	EUR	1,985,000		2,437,940
Brazil Loan Trust 1, 5.477% Sec. Nts., 7/24/233		1,465,000		1,486,407
CIT Group, Inc.:
4.25% Sr. Unsec. Nts., 8/15/17		575,000		587,937
5.00% Sr. Unsec. Nts., 8/15/22		3,205,000		3,305,156
Commerzbank AG, 8.125% Sub. Nts., 9/19/231		5,050,000		5,825,680
Corp. Financiera de Desarrollo SA, 4.75% Sr. Unsec. Nts., 2/8/221		1,330,000		1,386,525
Corpbanca SA, 3.875% Sr. Unsec. Nts., 9/22/191		1,055,000		1,059,899
CorpGroup Banking SA, 6.75% Sr. Unsec. Nts., 3/15/231		950,000		941,011
Credit Agricole SA:
6.637% Jr. Sub. Perpetual Bonds1,2,11		3,480,000		3,650,701
8.375% Jr. Sub. Perpetual Bonds2,3,11		1,855,000		2,147,162
Danske Bank:
5.684% Jr. Sub. Perpetual Bonds2,11	GBP	2,250,000		3,605,042
5.75% Jr. Sub. Perpetual Bonds2,11	EUR	145,000		177,767
Export-Import Bank of India, 4% Sr. Unsec. Nts., 1/14/23		690,000		693,533
Finansbank AS, 6.25% Sr. Unsec. Nts., 4/30/191		810,000		842,562
Grupo Aval Ltd., 4.75% Sr. Unsec. Nts., 9/26/221		2,190,000		2,124,300
HBOS Capital Funding LP, 6.461% Jr. Sub. Perpetual Bonds2,11	GBP	1,085,000		1,776,058
HSBC Holdings plc, 6.375% Jr. Sub. Perpetual Bonds2,11		2,680,000		2,710,150
ICICI Bank Ltd., 6.375% Jr. Sub. Nts., 4/30/221,2		925,000		955,062
ICICI Bank Ltd. (Hong Kong), 5.75% Sr. Unsec. Nts., 11/16/201		1,920,000		2,136,029

17      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Commercial Banks (Continued)
Intesa Sanpaolo SpA, 5.017% Sub. Nts., 6/26/241	$	2,820,000	$	2,741,934
Jones Energy Holdings LLC/Jones Energy Finance Corp., 6.75% Sr. Unsec. Nts., 4/1/221		1,195,000		920,150
Lloyds Banking Group plc, 7.625% Jr. Sub. Perpetual Bonds2,11	GBP	1,170,000		1,826,033
MFB Magyar Fejlesztesi Bank Zrt, 6.25% Sr. Unsec. Nts., 10/21/201		1,670,000		1,853,700
Mizuho Bank Ltd., 2.45% Sr. Unsec. Nts., 4/16/191		1,275,000		1,267,984
Nordea Bank AB:
5.50% Jr. Sub. Perpetual Bonds1,2,11		1,710,000		1,690,762
6.125% Jr. Sub. Perpetual Bonds1,2,11		1,065,000		1,057,624
Rabobank Capital Funding Trust IV, 5.556% Jr. Sub. Perpetual Bonds1,2,11	GBP	150,000		245,554
RBS Capital Trust III, 2.095% Jr. Sub. Perpetual Bonds2,11		1,445,000		1,444,277
Royal Bank of Scotland Group plc, 6% Sub. Nts., 12/19/23		2,795,000		3,030,582
Scottish Widows plc, 5.125% Jr. Sub. Perpetual Bonds2,11	GBP	565,000		885,489
Skandinaviska Enskilda Banken AB, 2.375% Sr. Unsec. Nts., 11/20/181		1,410,000		1,427,595
Societe Generale SA, 5.922% Jr. Sub. Perpetual Bonds1,2,11		4,000,000		4,167,520
State Bank of India (London), 4.875% Sr. Unsec. Nts., 4/17/241		720,000		767,589
TC Ziraat Bankasi AS, 4.25% Sr. Unsec. Nts., 7/3/191		2,175,000		2,173,477
Toronto-Dominion Bank (The), 2.625% Sr. Unsec. Nts., 9/10/18		1,395,000		1,431,690
Turkiye Halk Bankasi AS, 4.75% Sr. Unsec. Nts., 6/4/191		860,000		873,158
Turkiye Is Bankasi AS:
5.00% Sr. Unsec. Nts., 4/30/201		1,055,000		1,080,056
8.864% Unsec. Nts., 2/9/1514	TRY	2,700,000		1,146,023
Turkiye Sise ve Cam Fabrikalari AS, 4.25% Sr. Unsec. Nts., 5/9/201		705,000		691,566
UniCredit SpA, 8% Jr. Sub. Perpetual Bonds2,11		295,000		287,921
				83,855,826
Consumer Finance—0.8%
Ahern Rentals, Inc., 9.50% Sec. Nts., 6/15/181		1,460,000		1,518,400
Ally Financial, Inc.:
5.125% Sr. Unsec. Nts., 9/30/24		2,135,000		2,172,363
7.50% Sr. Unsec. Nts., 9/15/20		939,000		1,103,325
Astana Finance JSC, 9.16% Sr. Unsec. Nts., 3/14/128		7,200,000		414,000
Cash America International, Inc., 5.75% Sr. Unsec. Nts., 5/15/18		1,045,000		1,086,800
Enova International, Inc., 9.75% Sr. Nts., 6/1/211		1,880,000		1,856,500
Navient Corp.:
6.125% Sr. Unsec. Nts., 3/25/24		2,640,000		2,600,400
7.25% Sr. Unsec. Nts., 1/25/22		2,230,000		2,425,125
Speedy Cash Intermediate Holdings Corp., 10.75% Sec. Nts., 5/15/181		1,735,000		1,708,975
TMX Finance LLC/TitleMax Finance Corp., 8.50% Sr. Sec. Nts., 9/15/181		2,285,000		1,930,825
				16,816,713
Diversified Financial Services—1.5%
ABN AMRO Bank NV, 4.31% Jr. Sub. Perpetual Bonds2,11	EUR	4,340,000		5,343,468
Baggot Securities Ltd., 10.24% Sec. Perpetual Bonds1,11	EUR	2,935,000		3,729,072

	Principal Amount		Value
Diversified Financial Services (Continued)
Banco BTG Pactual SA (Cayman Islands), 4% Sr. Unsec. Nts., 1/16/201	$	1,260,000	$	1,127,700
Capsugel SA, 7% Sr. Unsec. Nts., 5/15/191,12		1,500,000		1,517,812
Corp. Financiera de Desarrollo SA, 5.25% Sub. Nts., 7/15/291,2		415,000		422,345
Export Credit Bank of Turkey, 5.875% Sr. Unsec. Nts., 4/24/191		3,270,000		3,499,063
FTE Verwaltungs GmbH, 9% Sr. Sec. Nts., 7/15/201	EUR	1,545,000		1,849,664
Global Bank Corp., 5.125% Sr. Unsec. Nts., 10/30/191		985,000		995,072
InRetail Consumer, 5.25% Sr. Unsec. Nts., 10/10/211		380,000		387,600
Jefferies Finance LLC/JFIN Co.-Issuer Corp., 7.375% Sr. Unsec. Nts., 4/1/201		1,715,000		1,603,525
Jefferies LoanCore LLC/JLC Finance Corp., 6.875% Sr. Unsec. Nts., 6/1/201		1,470,000		1,348,725
JPMorgan Hipotecaria su Casita, 6.47% Sec. Nts., 8/26/353,15	MXN	5,808,600		39,746
Magyar Export-Import Bank Zrt, 5.50% Sr. Unsec. Nts., 2/12/181		1,310,000		1,396,795
MSCI, Inc., 5.25% Sr. Unsec. Nts., 11/15/241		1,840,000		1,909,000
National Savings Bank, 8.875% Sr. Unsec. Nts., 9/18/181		1,335,000		1,491,862
Odebrecht Finance Ltd., 5.25% Sr. Unsec. Nts., 6/27/291		705,000		623,572
Opal Acquisition, Inc., 8.875% Sr. Unsec. Nts., 12/15/211		610,000		621,438
Samson Investment Co., 9.75% Sr. Unsec. Nts., 2/15/20		3,900,000		1,635,563
SPCM SA, 5.50% Sr. Unsec. Nts., 6/15/201	EUR	270,000		346,408
State Grid Overseas Investment 2014 Ltd., 4.125% Sr. Unsec. Nts., 5/7/241		1,650,000		1,738,579
				31,627,009
Insurance—0.6%
Aviva plc:
5.902% Jr. Sub. Perpetual Bonds2,11	GBP	750,000		1,225,337
6.125% Jr. Sub. Perpetual Bonds2,11	GBP	1,545,000		2,565,768
Hockey Merger Sub 2, Inc., 7.875% Sr. Unsec. Nts., 10/1/211		2,695,000		2,688,262
National Financial Partners Corp., 9% Sr. Unsec. Nts., 7/15/211		2,510,000		2,641,775
Swiss Re Capital I LP, 6.854% Jr. Sub. Perpetual Bonds2,3,11		1,103,000		1,158,150
Swiss Reinsurance Co. via ELM BV, 6.302% Sub. Perpetual Bonds2,11	GBP	1,510,000		2,567,665
				12,846,957
Real Estate Investment Trusts (REITs)—0.4%
Banco Invex SA/Hipotecaria Credito y Casa SA de CV, 6.45% Sec. Nts., 3/13/348	MXN	4,830,531		—
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp., 5.875% Sr. Unsec. Nts., 3/15/251		2,040,000		2,060,400
CTR Partnership LP/CareTrust Capital Corp., 5.875% Sr. Unsec. Nts., 6/1/21		1,645,000		1,673,788
DuPont Fabros Technology LP, 5.875% Sr. Unsec. Nts., 9/15/21		1,535,000		1,571,456
iStar Financial, Inc., 4.875% Sr. Unsec. Nts., 7/1/18		2,145,000		2,115,506

18      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

	Principal Amount		Value
Real Estate Investment Trusts (REITs) (Continued)
TRUST F/1401, 5.25% Sr. Unsec. Nts., 12/15/241	$	1,245,000	$	1,285,587
				8,706,737
Real Estate Management & Development—0.6%
Country Garden Holdings Co. Ltd., 7.875% Sr. Unsec. Nts., 5/27/191		775,000		785,463
EMG SUKUK Ltd., 4.564% Sr. Unsec. Nts., 6/18/24		1,415,000		1,450,170
Fondo MIVIVIENDA SA, 3.50% Sr. Unsec. Nts., 1/31/231		2,045,000		1,952,975
Franshion Brilliant Ltd., 5.75% Sr. Unsec. Nts., 3/19/19		730,000		749,837
Jafz Sukuk Ltd., 7% Sr. Unsec. Nts., 6/19/19		860,000		980,400
Realogy Group LLC:
7.625% Sr. Sec. Nts., 1/15/201		1,330,000		1,429,750
9.00% Sr. Sec. Nts., 1/15/203		865,000		951,500
Realogy Group LLC/Realogy Co.-Issuer Corp., 5.25% Sr. Unsec. Nts., 12/1/211		1,605,000		1,566,881
Sukuk Funding No. 3 Ltd., 4.348% Sr. Unsec. Nts., 12/3/18		810,000		846,215
Techem GmbH, 6.125% Sr. Sec. Nts., 10/1/191	EUR	1,025,000		1,327,090
				12,040,281
Thrifts & Mortgage Finance—0.0%
Jefferies Finance LLC/JFIN Co.-Issuer Corp., 6.875% Sr. Unsec. Nts., 4/15/221		1,165,000		1,071,800
Health Care—2.7%
Biotechnology—0.1%
Universal Hospital Services, Inc., 7.625% Sec. Nts., 8/15/20		1,570,000		1,358,050
Health Care Equipment & Supplies—0.3%
Alere, Inc., 6.50% Sr. Sub. Nts., 6/15/20		1,045,000		1,058,063
Crimson Merger Sub, Inc., 6.625% Sr. Unsec. Nts., 5/15/221		3,590,000		3,231,000
DJO Finance LLC/DJO Finance Corp., 8.75% Sec. Nts., 3/15/18		1,125,000		1,175,625
Hologic, Inc., 6.25% Sr. Unsec. Nts., 8/1/20		185,000		193,325
Kinetic Concepts, Inc./KCI USA, Inc., 10.50% Sec. Nts., 11/1/18		1,840,000		2,005,600
				7,663,613
Health Care Providers & Services—2.0%
Acadia Healthcare Co., Inc., 6.125% Sr. Unsec. Nts., 3/15/21		440,000		451,000
Amsurg Corp., 5.625% Sr. Unsec. Nts., 7/15/221		945,000		973,350
CHS/Community Health Systems, Inc.:
6.875% Sr. Unsec. Nts., 2/1/22		4,290,000		4,566,169
7.125% Sr. Unsec. Nts., 7/15/20		970,000		1,035,475
DaVita HealthCare Partners, Inc.:
5.125% Sr. Unsec. Nts., 7/15/24		2,620,000		2,677,312
5.75% Sr. Unsec. Nts., 8/15/22		895,000		952,056
Envision Healthcare Corp., 5.125% Sr. Unsec. Nts., 7/1/221		590,000		587,050
FGI Operating Co. LLC/FGI Finance, Inc., 7.875% Sec. Nts., 5/1/20		3,945,000		3,570,225
Fresenius Medical Care US Finance II, Inc.:
4.75% Sr. Unsec. Nts., 10/15/241		1,290,000		1,309,350
5.875% Sr. Unsec. Nts., 1/31/221		405,000		441,450
Gentiva Health Services, Inc., 11.50% Sr. Unsec. Nts., 9/1/18		1,370,000		1,459,393

	Principal Amount		Value
Health Care Providers & Services (Continued)
HCA, Inc.:
5.00% Sr. Sec. Nts., 3/15/24	$	1,820,000	$	1,874,600
5.875% Sr. Unsec. Nts., 5/1/23		3,480,000		3,675,750
7.50% Sr. Unsec. Nts., 2/15/22		2,695,000		3,085,775
IASIS Healthcare LLC/IASIS Capital Corp., 8.375% Sr. Unsec. Nts., 5/15/19		2,270,000		2,389,175
Kindred Healthcare, Inc., 6.375% Sr. Unsec. Nts., 4/15/221		1,395,000		1,335,713
LifePoint Hospitals, Inc., 5.50% Sr. Unsec. Nts., 12/1/21		3,070,000		3,154,425
Omnicare, Inc., 4.75% Sr. Unsec. Nts., 12/1/22		920,000		936,100
Select Medical Corp., 6.375% Sr. Unsec. Nts., 6/1/21		1,750,000		1,785,000
Tenet Healthcare Corp.:
6.00% Sr. Sec. Nts., 10/1/20		3,725,000		4,009,329
8.125% Sr. Unsec. Nts., 4/1/22		1,445,000		1,618,400
				41,887,097
Pharmaceuticals—0.3%
Endo Finance LLC & Endo Finco, Inc., 5.375% Sr. Unsec. Nts., 1/15/231		2,500,000		2,456,250
JLL/Delta Dutch Newco BV, 7.50% Sr. Unsec. Nts., 2/1/221		1,265,000		1,288,719
Mallinckrodt International Finance SA/Mallinckrodt CB LLC, 5.75% Sr. Unsec. Nts., 8/1/221		790,000		812,712
Valeant Pharmaceuticals International, Inc.:
6.375% Sr. Unsec. Nts., 10/15/201		920,000		964,850
7.25% Sr. Unsec. Nts., 7/15/221		1,795,000		1,920,650
				7,443,181
Industrials—6.9%
Aerospace & Defense—1.2%
CBC Ammo LLC/CBC FinCo, Inc., 7.25% Sr. Unsec. Nts., 11/15/211		5,860,000		5,545,025
Erickson, Inc., 8.25% Sec. Nts., 5/1/20		3,057,000		2,705,445
GenCorp, Inc., 7.125% Sec. Nts., 3/15/21		3,980,000		4,188,154
Huntington Ingalls Industries, Inc., 7.125% Sr. Unsec. Unsub. Nts., 3/15/21		1,940,000		2,104,900
KLX, Inc., 5.875% Sr. Unsec. Nts., 12/1/221		2,285,000		2,313,562
Kratos Defense & Security Solutions, Inc., 7% Sr. Sec. Nts., 5/15/19		2,240,000		1,915,200
Spirit AeroSystems, Inc., 5.25% Sr. Unsec. Nts., 3/15/22		2,165,000		2,213,713
TransDigm, Inc., 6% Sr. Sub. Nts., 7/15/22		1,810,000		1,814,525
Triumph Group, Inc., 5.25% Sr. Unsec. Nts., 6/1/22		2,555,000		2,561,388
				25,361,912
Air Freight & Couriers—0.6%
CEVA Group plc, 7% Sr. Sec. Nts., 3/1/211		7,950,000		7,711,500
Kazakhstan Temir Zholy Finance BV, 6.95% Sr. Unsec. Nts., 7/10/421		190,000		184,205
SPL Logistics Escrow LLC/SPL Logistics Finance Corp., 8.875% Sr. Sec. Nts., 8/1/201		2,560,000		2,726,400
XPO Logistics, Inc., 7.875% Sr. Unsec. Nts., 9/1/191		1,190,000		1,249,500
				11,871,605
Airlines—0.2%
Air Canada, 6.75% Sr. Sec. Nts., 10/1/191		2,165,000		2,257,012

19      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Airlines (Continued)
Emirates Airline, 4.50% Sr. Unsec. Nts., 2/6/251	$	1,215,000	$	1,224,113
US Airways 2011-1 Class A Pass Through Trust, 7.125% Pass-Through Certificates, 10/22/23		1,124,841		1,304,816
				4,785,941
Building Products—0.3%
Building Materials Corp. of America, 5.375% Sr. Unsec. Nts., 11/15/241		1,860,000		1,864,650
Nortek, Inc., 8.50% Sr. Unsec. Nts., 4/15/21		3,840,000		4,128,000
				5,992,650
Commercial Services & Supplies—1.5%
ADT Corp. (The), 5.25% Sr. Unsec. Nts., 3/15/20		2,965,000		3,016,888
Affinion Group, Inc., 7.875% Sr. Unsec. Nts., 12/15/18		3,020,000		2,219,700
Brand Energy & Infrastructure Services, Inc., 8.50% Sr. Unsec. Nts., 12/1/213		3,070,000		2,778,350
Cenveo Corp.:
6.00% Sr. Sec. Nts., 8/1/191		2,925,000		2,661,750
8.50% Sec. Nts., 9/15/221		2,550,000		1,925,250
First Data Corp., 6.75% Sr. Sec. Nts., 11/1/201		4,319,000		4,621,330
Quad Graphics, Inc., 7% Sr. Unsec. Nts., 5/1/221		2,745,000		2,607,750
R.R. Donnelley & Sons Co., 7.875% Sr. Unsec. Nts., 3/15/21		1,970,000		2,186,700
Tervita Corp., 8% Sr. Sec. Nts., 11/15/181		2,500,000		2,150,000
West Corp., 5.375% Sr. Unsec. Nts., 7/15/221		7,270,000		6,979,200
				31,146,918
Construction & Engineering—0.0%
Consolidated Energy Finance SA, 6.75% Sr. Unsec. Nts., 10/15/191		380,000		373,350
Empresas ICA SAB de CV, 8.875% Sr. Unsec. Nts., 5/29/241		380,000		348,650
OAS Financial Ltd., 8% Sr. Unsec. Nts., 7/2/211		365,000		125,925
				847,925
Electrical Equipment—0.2%
ESAL GmbH, 6.25% Sr. Unsec. Nts., 2/5/231		125,000		119,062
General Cable Corp., 5.75% Sr. Unsec. Nts., 10/1/22		2,615,000		1,922,025
Sensata Technologies BV, 5.625% Sr. Unsec. Nts., 11/1/241		2,725,000		2,832,297
				4,873,384
Industrial Conglomerates—0.2%
Alfa SAB de CV, 5.25% Sr. Unsec. Nts., 3/25/241		835,000		870,487
KOC Holding AS, 3.50% Sr. Unsec. Nts., 4/24/201		1,035,000		1,005,503
Milestone Aviation Group Ltd. (The), 8.625% Sr. Unsec. Nts., 12/15/171		1,380,000		1,497,300
				3,373,290
Machinery—1.2%
Actuant Corp., 5.625% Sr. Unsec. Nts., 6/15/22		2,875,000		2,997,187
Amsted Industries, Inc., 5% Sr. Unsec. Nts., 3/15/223		3,010,000		2,968,612
Cleaver-Brooks, Inc., 8.75% Sr. Sec. Nts., 12/15/191		2,870,000		3,035,025

	Principal Amount		Value
Machinery (Continued)
EnPro Industries, Inc., 5.875% Sr. Unsec. Nts., 9/15/221	$	1,890,000	$	1,915,988
KION Finance SA, 6.75% Sr. Sec. Nts., 2/15/201	EUR	1,650,000		2,160,089
Meritor, Inc., 6.25% Sr. Unsec. Nts., 2/15/24		3,585,000		3,656,700
Navistar International Corp., 8.25% Sr. Unsec. Nts., 11/1/21		2,070,000		2,049,300
Servus Luxembourg Holding SCA, 7.75% Sr. Sec. Nts., 6/15/181	EUR	1,821,319		2,330,170
Terex Corp., 6% Sr. Unsec. Nts., 5/15/21		2,640,000		2,706,000
Xerium Technologies, Inc., 8.875% Sr. Unsec. Nts., 6/15/18		1,580,000		1,662,950
				25,482,021
Marine—0.1%
Drill Rigs Holdings, Inc., 6.50% Sr. Sec. Nts., 10/1/171		930,000		776,550
Navios Maritime Holdings, Inc./Navios Maritime Finance II US, Inc., 7.375% Sr. Nts., 1/15/221		1,330,000		1,236,900
				2,013,450
Professional Services—0.1%
FTI Consulting, Inc., 6% Sr. Unsec. Nts., 11/15/22		2,740,000		2,815,350
Road & Rail—0.4%
Kazakhstan Temir Zholy Finance BV, 6.375% Sr. Unsec. Nts., 10/6/201		955,000		945,450
Kenan Advantage Group, Inc. (The), 8.375% Sr. Unsec. Nts., 12/15/183		2,265,000		2,344,275
REFER-Rede Ferroviaria Nacional, 4% Sr. Unsec. Nts., 3/16/15	EUR	540,000		658,654
Western Express, Inc., 12.50% Sr. Sec. Nts., 4/15/153		4,775,000		4,512,375
				8,460,754
Trading Companies & Distributors—0.8%
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust, 4.50% Sr. Unsec. Nts., 5/15/211		1,645,000		1,667,619
American Builders & Contractors Supply Co., Inc., 5.625% Sr. Unsec. Nts., 4/15/211		2,000,000		2,015,000
Fly Leasing Ltd.:
6.375% Sr. Unsec. Nts., 10/15/21		1,845,000		1,821,938
6.75% Sr. Unsec. Nts., 12/15/20		3,035,000		3,072,937
HD Supply, Inc.:
5.25% Sr. Sec. Nts., 12/15/211		2,205,000		2,249,100
7.50% Sr. Unsec. Nts., 7/15/20		3,620,000		3,810,050
Jurassic Holdings III, Inc., 6.875% Sec. Nts., 2/15/211		3,780,000		3,534,300
				18,170,944
Transportation Infrastructure—0.1%
DP World Ltd., 6.85% Sr. Unsec. Nts., 7/2/371		1,695,000		1,920,062
Empresa de Transporte de Pasajeros Metro SA, 4.75% Unsec. Nts., 2/4/241		720,000		760,157
				2,680,219
Information Technology—3.3%
Communications Equipment—0.6%
Alcatel-Lucent USA, Inc., 6.75% Sr. Unsec. Nts., 11/15/201		4,460,000		4,729,830
Avaya, Inc., 7% Sr. Sec. Nts., 4/1/191		4,585,000		4,493,300

20      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

	Principal Amount		Value
Communications Equipment (Continued)
ViaSat, Inc., 6.875% Sr. Unsec. Nts., 6/15/20	$	2,866,000	$	2,994,970
				12,218,100
Electronic Equipment, Instruments, & Components—0.3%
Anixter, Inc., 5.625% Sr. Unsec. Nts., 5/1/19		2,135,000		2,263,100
Belden, Inc., 5.50% Sr. Sub. Nts., 9/1/221		2,090,000		2,084,775
Zebra Technologies Corp., 7.25% Sr. Unsec. Nts., 10/15/221		1,195,000		1,257,737
				5,605,612
Internet Software & Services—0.6%
Alibaba Group Holding Ltd.:
2.50% Sr. Unsec. Nts., 11/28/191		1,390,000		1,372,827
3.125% Sr. Unsec. Nts., 11/28/211		1,385,000		1,370,453
Cerved Group SpA, 6.375% Sr. Sec. Nts., 1/15/201	EUR	1,705,000		2,197,200
EarthLink Holdings Corp., 7.375% Sr. Sec. Nts., 6/1/20		3,160,000		3,223,200
Equinix, Inc.:
4.875% Sr. Unsec. Nts., 4/1/20		1,220,000		1,220,000
5.375% Sr. Unsec. Nts., 1/1/22		2,200,000		2,231,680
IAC/InterActiveCorp, 4.75% Sr. Unsec. Nts., 12/15/22		1,255,000		1,226,762
Tencent Holdings Ltd., 3.375% Sr. Unsec. Nts., 5/2/191		1,200,000		1,220,946
				14,063,068
IT Services—0.6%
First Data Corp.:
8.25% Sec. Nts., 1/15/211		3,830,000		4,117,250
10.625% Sr. Unsec. Nts., 6/15/21		3,996,000		4,545,450
Harland Clarke Holdings Corp., 6.875% Sr. Sec. Nts., 3/1/201		1,940,000		1,901,200
Rolta Americas LLC, 8.875% Sr. Unsec. Nts., 7/24/191		545,000		472,106
Sabre GLBL, Inc., 8.50% Sr. Sec. Nts., 5/15/191		1,281,000		1,375,474
				12,411,480
Semiconductors & Semiconductor Equipment—0.4%
Freescale Semiconductor, Inc.:
6.00% Sr. Sec. Nts., 1/15/221		4,455,000		4,666,612
8.05% Sr. Unsec. Nts., 2/1/20		266,000		281,295
10.75% Sr. Unsec. Nts., 8/1/20		1,708,000		1,870,260
Micron Technology, Inc., 5.875% Sr. Unsec. Nts., 2/15/221		1,385,000		1,457,713
				8,275,880
Software—0.7%
Blackboard, Inc., 7.75% Sr. Unsec. Nts., 11/15/193		3,140,000		3,163,550
BMC Software Finance, Inc., 8.125% Sr. Unsec. Nts., 7/15/211		4,555,000		4,304,475
Interactive Data Corp., 5.875% Sr. Unsec. Nts., 4/15/191		3,975,000		3,960,094
Sixsigma Networks Mexico SA de CV, 8.25% Sr. Unsec. Nts., 11/7/211		505,000		513,585
TIBCO Software, Inc., 11.375% Sr. Unsec. Nts., 12/1/211		3,435,000		3,331,950
				15,273,654
Technology Hardware, Storage & Peripherals—0.1%
Denali Borrower LLC/Denali Finance Corp., 5.625% Sr. Sec. Nts., 10/15/201		3,030,000		3,160,290

	Principal Amount		Value
Materials—3.8%
Chemicals—0.7%
ADS Waste Holdings, Inc., 8.25% Sr. Unsec. Nts., 10/1/20	$	1,075,000	$	1,080,375
Braskem Finance Ltd., 5.375% Sr. Unsec. Nts., 5/2/221		1,110,000		1,079,475
Hexion US Finance Corp., 6.625% Sr. Sec. Nts., 4/15/20		1,185,000		1,167,225
Hexion US Finance Corp./Hexion Nova Scotia Finance ULC, 8.875% Sr. Sec. Nts., 2/1/18		680,000		606,900
INEOS Group Holdings SA, 6.125% Sr. Unsec. Nts., 8/15/181		1,465,000		1,413,725
Mexichem SAB de CV, 4.875% Sr. Unsec. Nts., 9/19/221		1,635,000		1,692,225
Momentive Performance Materials, Inc., 3.88% Sr. Sec. Nts., 10/24/21		2,245,000		1,913,862
NOVA Chemicals Corp., 5% Sr. Unsec. Nts., 5/1/251		990,000		985,050
PetroLogistics LP/PetroLogistics Finance Corp., 6.25% Sr. Unsec. Nts., 4/1/20		891,000		964,508
PQ Corp., 8.75% Sec. Nts., 5/1/181		1,140,000		1,184,175
Rentech Nitrogen Partners LP/Rentech Nitrogen Finance Corp., 6.50% Sec. Nts., 4/15/211		1,555,000		1,391,725
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc., 8.75% Sr. Sec. Nts., 2/1/19		1,301,000		1,325,394
				14,804,639
Construction Materials—0.4%
Building Materials Corp. of America, 6.75% Sr. Unsec. Nts., 5/1/213		2,455,000		2,602,300
Calcipar SA, 6.875% Sr. Sec. Nts., 5/1/183		90,000		90,900
Cemex SAB de CV:
4.75% Sr. Sec. Nts., 1/11/221	EUR	250,000		297,597
5.70% Sr. Sec. Nts., 1/11/251		545,000		530,012
CIMPOR Financial Operations BV, 5.75% Sr. Unsec. Nts., 7/17/241		420,000		369,558
Elementia SAB de CV, 5.50% Sr. Unsec. Nts., 1/15/251		375,000		360,937
HeidelbergCement Finance Luxembourg SA:
3.25% Sr. Unsec. Nts., 10/21/21	EUR	625,000		830,003
7.50% Sr. Unsec. Nts., 4/3/20	EUR	570,000		893,267
8.00% Sr. Unsec. Nts., 1/31/17	EUR	655,000		906,361
Lafarge SA, 5.375% Sr. Unsec. Nts., 6/26/17	EUR	495,000		664,425
Union Andina de Cementos SAA, 5.875% Sr. Unsec. Nts., 10/30/211		510,000		518,670
				8,064,030
Containers & Packaging—1.2%
Ardagh Packaging Finance plc/Ardagh Holdings USA, Inc.:
6.00% Sr. Unsec. Nts., 6/30/211		1,895,000		1,814,462
6.75% Sr. Unsec. Nts., 1/31/211		1,150,000		1,147,125
Ardagh Packaging Finance plc/Ardagh MP Holdings USA, Inc., 7% Sr. Unsec. Nts., 11/15/201		541,765		549,891
Berry Plastics Corp., 5.50% Sec. Nts., 5/15/22		1,405,000		1,427,831
BWAY Holding Co., 9.125% Sr. Unsec. Nts., 8/15/211		1,895,000		1,904,475
Cascades, Inc., 7.875% Sr. Unsec. Nts., 1/15/20		1,955,000		2,042,975
Consolidated Container Co. LLC/Consolidated Container Capital, Inc., 10.125% Sr. Unsec. Nts., 7/15/201		590,000		551,650

21      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Containers & Packaging (Continued)
Coveris Holdings SA, 7.875% Sr. Unsec. Nts., 11/1/193	$	1,335,000	$	1,381,725
Crown Americas LLC/Crown Americas Capital Corp. IV, 4.50% Sr. Unsec. Nts., 1/15/23		890,000		867,750
Graphic Packaging International, Inc., 4.875% Sr. Unsec. Nts., 11/15/22		465,000		468,488
Klabin Finance SA, 5.25% Sr. Unsec. Nts., 7/16/241		1,310,000		1,267,425
Owens-Brockway Glass Container, Inc., 5% Sr. Unsec. Nts., 1/15/221		920,000		939,550
Polymer Group, Inc., 7.75% Sr. Sec. Nts., 2/1/19		1,386,000		1,443,173
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA, 5.75% Sr. Sec. Nts., 10/15/20		4,420,000		4,552,600
Sealed Air Corp.:
4.875% Sr. Unsec. Nts., 12/1/221		1,150,000		1,144,250
5.125% Sr. Unsec. Nts., 12/1/241		1,150,000		1,164,375
6.50% Sr. Unsec. Nts., 12/1/201		1,555,000		1,710,500
Smurfit Kappa Acquisitions, 4.875% Sr. Sec. Nts., 9/15/181		1,280,000		1,331,200
				25,709,445
Metals & Mining—1.3%
Aleris International, Inc.:
7.625% Sr. Unsec. Nts., 2/15/18		2,765,000		2,796,106
7.875% Sr. Unsec. Nts., 11/1/20		2,870,000		2,870,000
ArcelorMittal, 5% Sr. Unsec. Nts., 2/25/17		1,505,000		1,568,963
Constellium NV, 5.75% Sr. Unsec. Nts., 5/15/241		2,420,000		2,117,500
First Quantum Minerals Ltd., 7.25% Sr. Unsec. Nts., 5/15/221		3,340,000		3,014,350
FMG Resources August 2006 Pty Ltd.:
6.875% Sr. Unsec. Nts., 2/1/181		691,111		628,911
6.875% Sr. Unsec. Nts., 4/1/221		1,685,000		1,409,081
8.25% Sr. Unsec. Nts., 11/1/191		1,180,000		1,078,225
Gestamp Funding Luxembourg SA:
5.875% Sr. Sec. Nts., 5/31/201	EUR	1,835,000		2,361,395
5.875% Sr. Sec. Nts., 5/31/20	EUR	105,000		135,121
Glencore Finance Canada Ltd.:
2.05% Sr. Unsec. Nts., 10/23/151		1,383,000		1,392,263
4.95% Sr. Unsec. Nts., 11/15/211		560,000		591,647
GTL Trade Finance, Inc., 5.893% Sr. Unsec. Nts., 4/29/241		1,115,000		1,078,763
JMC Steel Group, Inc., 8.25% Sr. Nts., 3/15/181		1,575,000		1,502,156
Metalloinvest Finance Ltd., 5.625% Unsec. Nts., 4/17/201		330,000		252,061
MMC Norilsk Nickel OJSC via MMC Finance Ltd., 5.55% Sr. Unsec. Nts., 10/28/201		280,000		255,080
Novelis, Inc., 8.75% Sr. Unsec. Nts., 12/15/20		1,285,000		1,368,525
Thompson Creek Metals Co., Inc., 7.375% Sr. Unsec. Nts., 6/1/18		2,345,000		1,934,625
Wise Metals Group LLC/Wise Alloys Finance Corp., 8.75% Sr. Sec. Nts., 12/15/181		905,000		954,775
				27,309,547
Paper & Forest Products—0.2%
Fibria Overseas Finance Ltd., 5.25% Sr. Unsec. Nts., 5/12/24		735,000		732,060
Inversiones CMPC SA, 4.75% Sr. Unsec. Nts., 9/15/241		985,000		991,610

	Principal Amount		Value
Paper & Forest Products (Continued)
PaperWorks Industries, Inc., 9.50% Sr. Sec. Nts., 8/15/191	$	1,890,000	$	1,897,088
Sappi Papier Holding GmbH, 6.625% Sr. Sec. Nts., 4/15/211		1,730,000		1,781,900
Suzano Trading Ltd., 5.875% Sr. Unsec. Nts., 1/23/211		450,000		464,400
				5,867,058
Telecommunication Services—3.2%
Diversified Telecommunication Services—2.5%
Cequel Communications Holdings I LLC/Cequel Capital Corp., 6.375% Sr. Unsec. Nts., 9/15/201		6,865,000		7,139,600
Colombia Telecomunicaciones SA ESP, 5.375% Sr. Unsec. Nts., 9/27/221		605,000		591,387
Columbus International, Inc., 7.375% Sr. Unsec. Nts., 3/30/211		785,000		819,344
FairPoint Communications, Inc., 8.75% Sr. Sec. Nts., 8/15/191		3,600,000		3,636,000
Frontier Communications Corp.:
7.125% Sr. Unsec. Nts., 1/15/23		2,190,000		2,239,275
7.625% Sr. Unsec. Nts., 4/15/24		2,850,000		2,949,750
Intelsat Luxembourg SA, 7.75% Sr. Unsec. Nts., 6/1/21		3,400,000		3,421,250
Koninklijke KPN NV, 8.375% Sr. Unsec. Nts., 10/1/30		3,005,000		4,235,454
Koninklijke KPN NV, 6.125% Sr. Sub. Perpetual Bonds2,11	EUR	2,265,000		2,935,933
Level 3 Escrow II, Inc., 5.375% Sr. Unsec. Nts., 8/15/221		1,310,000		1,319,825
Oi SA, 5.75% Sr. Unsec. Nts., 2/10/221		260,000		240,500
Ooredoo International Finance Ltd., 3.25% Sr. Unsec. Nts., 2/21/231		990,000		956,422
Telecom Italia Capital SA, 7.721% Sr. Unsec. Unsub. Nts., 6/4/38		4,863,000		5,446,560
Telecom Italia SpA, 5.25% Sr. Unsec. Nts., 2/10/22	EUR	1,265,000		1,746,819
Telefonica Europe BV, 6.50% Jr. Sub. Perpetual Bonds2,11	EUR	3,760,000		4,989,871
T-Mobile USA, Inc.:
6.25% Sr. Unsec. Nts., 4/1/21		2,670,000		2,742,757
6.625% Sr. Unsec. Nts., 11/15/20		2,020,000		2,062,925
Turk Telekomunikasyon AS, 3.75% Sr. Unsec. Nts., 6/19/191		245,000		246,501
Windstream Corp.:
6.375% Sr. Unsec. Nts., 8/1/23		1,155,000		1,073,111
7.75% Sr. Unsec. Nts., 10/15/20		1,645,000		1,698,463
7.75% Sr. Unsec. Nts., 10/1/21		2,180,000		2,234,500
				52,726,247
Wireless Telecommunication Services—0.7%
Bharti Airtel International Netherlands BV, 5.35% Sr. Unsec. Nts., 5/20/241		870,000		946,351
Digicel Group Ltd., 7.125% Sr. Unsec. Nts., 4/1/221		915,000		853,238
ENTEL Chile SA, 4.75% Sr. Unsec. Nts., 8/1/261		1,255,000		1,250,215
Millicom International Cellular SA, 6.625% Sr. Unsec. Nts., 10/15/211		780,000		815,100
Mobile Telesystems OJSC via MTS International Funding Ltd., 5% Sr. Unsec. Nts., 5/30/231		650,000		516,750
Sprint Corp.:
7.25% Sr. Unsec. Nts., 9/15/21		3,820,000		3,805,675
7.875% Sr. Unsec. Nts., 9/15/23		4,070,000		4,038,254
Telekom Austria AG, 5.625% Jr. Sub. Perpetual Bonds2,11	EUR	1,435,000		1,866,556

22      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

	Principal Amount		Value
Wireless Telecommunication Services (Continued)
Wind Acquisition Finance SA, 4% Sr. Sec. Nts., 7/15/201	EUR	1,405,000	$	1,673,632
				15,765,771
Utilities—3.2%
Electric Utilities—1.4%
E.CL SA, 4.50% Sr. Unsec. Nts., 1/29/251		705,000		709,171
EDP Finance BV:
5.25% Sr. Unsec. Nts., 1/14/211		1,380,000		1,455,569
6.00% Sr. Unsec. Nts., 2/2/181		2,300,000		2,494,948
Electricite de France SA:
5.25% Jr. Sub. Perpetual Bonds1,2,11		1,292,000		1,327,530
5.625% Jr. Sub. Perpetual Bonds1,2,11		990,000		1,043,460
6.00% Jr. Sub. Perpetual Bonds2,11	GBP	425,000		705,928
Empresas Publicas de Medellin ESP, 7.625% Sr. Unsec. Nts., 7/29/191		1,770,000		2,088,600
EnBW Energie Baden-Wuerttemberg AG, 3.625% Jr. Sub. Nts., 4/2/762	EUR	285,000		349,367
Enel SpA, 5% Sub. Nts., 1/15/752	EUR	2,465,000		3,164,946
Eskom Holdings Ltd., 6.75% Sr. Unsec. Nts., 8/6/231		1,345,000		1,402,163
Iberdrola International BV, 5.75% Sub. Perpetual Bonds2,11	EUR	2,935,000		3,879,722
Israel Electric Corp. Ltd., 7.25% Sr. Sec. Nts., 1/15/191		3,080,000		3,445,904
MMC Energy. Inc., 8.875% Sr. Unsec. Nts., 10/15/208		2,245,000		225
National Power Corp., 5.875% Sr. Unsec. Nts., 12/19/16	PHP	109,600,000		2,578,016
Perusahaan Listrik Negara PT, 5.50% Sr. Unsec. Nts., 11/22/211		3,670,000		3,844,325
Saudi Electricity Global Sukuk Co. 3, 4% Sr. Unsec. Nts., 4/8/241		1,030,000		1,069,964
				29,559,838
Gas Utilities—0.3%
Empresa de Energia de Bogota SA, 6.125% Sr. Unsec. Nts., 11/10/211		1,620,000		1,725,624
Ferrellgas LP/Ferrellgas Finance Corp., 6.50% Sr. Unsec. Nts., 5/1/21		1,670,000		1,636,600
Gas Natural Capital Markets SA, 4.375% Sr. Unsec. Nts., 11/2/16	EUR	895,000		1,162,432
Gas Natural de Lima y Callao SA, 4.375% Sr. Unsec. Nts., 4/1/231		840,000		823,200
Perusahaan Gas Negara Persero Tbk PT, 5.125% Sr. Unsec. Nts., 5/16/241		1,545,000		1,599,848
				6,947,704
Independent Power and Renewable Electricity Producers—1.1%
AES Corp., 7.375% Sr. Unsec. Nts., 7/1/21		1,045,000		1,186,075
Atlantic Power Corp., 9% Sr. Unsec. Nts., 11/15/18		1,390,000		1,383,050
Calpine Corp.:
5.375% Sr. Unsec. Nts., 1/15/23		2,365,000		2,391,606
7.875% Sr. Sec. Nts., 1/15/231		773,000		856,098
Colbun SA, 4.50% Sr. Unsec. Nts., 7/10/241		980,000		983,036
Comision Federal de Electricidad, 4.875% Sr. Unsec. Nts., 1/15/241		1,690,000		1,770,275
Dynegy, Inc., 5.875% Sr. Unsec. Nts., 6/1/23		420,000		401,100
Edison SpA, 3.875% Sr. Unsec. Nts., 11/10/17	EUR	745,000		988,237
GenOn Energy, Inc., 9.50% Sr. Unsec. Nts., 10/15/18		3,230,000		3,230,000
Infinis plc, 7% Sr. Sec. Nts., 2/15/193	GBP	1,285,000		2,117,962

	Principal Amount		Value
Independent Power and Renewable Electricity Producers (Continued)
Miran Mid-Atlantic Trust, 10.06% Sec. Pass-Through Certificates, Series C, 12/30/28	$	1,573,485	$	1,696,414
NRG Energy, Inc.:
6.25% Sr. Unsec. Nts., 7/15/22		1,605,000		1,649,138
6.25% Sr. Unsec. Nts., 5/1/241		2,220,000		2,269,950
6.625% Sr. Unsec. Nts., 3/15/23		1,455,000		1,520,475
Power Sector Assets & Liabilities Management Corp., 7.39% Sr. Unsec. Nts., 12/2/241		1,785,000		2,334,780
				24,778,196
Multi-Utilities—0.4%
InterGen NV, 7% Sr. Sec. Nts., 6/30/231		3,185,000		3,041,675
National Grid North America, Inc., 1.75% Sr. Unsec. Nts., 2/20/18	EUR	990,000		1,245,053
NGG Finance plc, 4.25% Sub. Nts., 6/18/762	EUR	2,630,000		3,455,544
				7,742,272
Total Corporate Bonds and Notes (Cost $1,126,202,282)				1,083,248,280
	Shares
Preferred Stock—0.2%
Ally Financial, Inc., 7% Cum., Series G, Non-Vtg.1 (Cost $4,368,270)		4,519		4,539,759
Common Stocks—0.2%
Arco Capital Corp. Ltd.3,13		690,638		—
Astana Finance JSC, ADR3,13		60,552		—
Entegra Etc., Series A13		5,233		1,491,405
Kaiser Aluminum Corp.		206		14,715
Nortek, Inc.13		24,095		1,959,646
Premier Holdings Ltd.13		18,514		—
Revel Entertainment, Inc.13		16,153		—
Wallace Theater Holdings, Inc.3,13		1,525		15
Total Common Stocks (Cost $4,777,077)				3,465,781
	Units
Rights, Warrants and Certificates—0.0%
MediaNews Group, Inc. Wts., Strike Price $48.72, Exp. 3/19/1713 (Cost $6,331,150)		22,685		—
	Principal Amount
Structured Securities—0.8%
Credit Suisse First Boston International, Moitk Total Return Linked Nts., 21%, 3/30/118	RUB	53,910,000		—
Credit Suisse First Boston, Inc. (Nassau Branch), Russian Specialized Construction & Installation Administration Total Return Linked Nts., 13%, 5/24/108	RUB	97,250,000		—
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Bonds:
3.01%, 4/30/251,14		1,424,366		911,470
3.138%, 4/30/251,14		1,400,559		896,236
3.191%, 4/30/251,14		1,743,810		1,115,887
3.242%, 4/30/251,14		1,990,294		1,273,615
3.269%, 4/30/251,14		1,590,012		1,017,470
3.346%, 4/30/251,14		1,494,544		956,378
3.905%, 4/30/251,14		1,814,861		1,161,353
4.005%, 4/30/251,14		1,566,842		1,002,643
26.561%, 12/31/173,15	BRL	10,280,000		6,285,295
Deutsche Bank AG, Opic Reforma I Credit Linked Nts.:
Cl. 2A, 7.208%, 5/22/152,3	MXN	697,693		43,743
Cl. 2B, 7.208%, 5/22/152,3	MXN	1,220,632		76,529
Cl. 2C, 7.208%, 5/22/152,3	MXN	18,404,162		1,153,866
Cl. 2D, 7.208%, 5/22/152,3	MXN	1,341,270		84,092

23      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Structured Securities (Continued)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts.: (Continued)
Cl. 2E, 7.208%, 5/22/152,3	MXN	974,458	$	61,095
Cl. 2F, 7.208%, 5/22/152,3	MXN	622,337		39,018
Cl. 2G, 7.208%, 5/22/152,3	MXN	114,609		7,185
LB Peru Trust II Certificates, Series 1998-A, 3.796%, 2/28/168,14		2,994		—
Morgan Stanley, Russian Federation Total Return Linked Bonds, Series 007, Cl. VR, 5%, 8/22/34	RUB	40,076,627		291,243
Total Structured Securities (Cost $23,279,340)				16,377,118
Short-Term Note—0.4%
United States Treasury Bills, 0.06%, 5/14/1514 (Cost $9,027,998)		9,030,000		9,028,591

	Shares		Value
Investment Companies—12.6%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%16,17		55,210,591	$	55,210,591
Oppenheimer Master Event-Linked Bond Fund, LLC16		3,158,849		45,963,965
Oppenheimer Master Loan Fund, LLC16		8,486,824		122,462,202
Oppenheimer Ultra-Short Duration Fund, Cl. Y16		4,508,180		45,126,880
Total Investment Companies (Cost $272,924,347)				268,763,638

Exercise Price

Expiration Date

Contracts

Exchange-Traded Option Purchased—0.0%

SX5E Index Call13 (Cost $426,594)

EUR

3,290.000

6/19/15

EUR

11,671

611,965

Counterparty

Exercise Price

Expiration Date

Contracts

Over-the-Counter Options Purchased—0.1%

EUR Currency Put13

DEU

USD

1 .240

2/24/15

EUR

24,000,000

850,104

EUR Currency Put13

DEU

USD

1 .200

1/30/15

EUR

3,508,833

31,393

TRY Currency Call13

HSBC

TRY

2 .269

2/16/15

TRY

50,350,000

74,921

Total Over-the-Counter Options Purchased (Cost $1,033,896)

956,418

Counterparty

Pay / Receive Floating Rate

Floating Rate

Fixed Rate

Expiration Date

Notional Amount (000’s)

Over-the-Counter Interest Rate Swaptions Purchased—0.0%

Interest Rate Swap maturing 7/21/25 Call13

GSG

Receive

Six-Month EUR EURIBOR

2.750

%

7/17/15

EUR

43,410

12,084

Interest Rate Swap maturing 10/6/25 Call13

BOA

Pay

Three-Month USD BBA LIBOR

2.885

10/2/15

USD

53,000

639,272

Interest Rate Swap maturing 5/30/33 Call13

BAC

Pay

Six-Month GBP BBA LIBOR

3.990

5/30/23

GBP

1,235

64,255

Interest Rate Swap maturing 7/21/25 Call13

UBS

Receive

Six-Month EUR EURIBOR

1.821

7/17/15

EUR

19,040

28,550

Total Over-the-Counter Interest Rate Swaptions Purchased (Cost $2,411,652)

744,161

Total Investments, at Value (Cost $2,259,235,952)

102.1

%

2,182,161,626

Net Other Assets (Liabilities)

(2.1

)

(43,963,513)

Net Assets

100.0

%

$

2,138,198,113

Footnotes to Consolidated 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 $705,262,235 or 32.98% of the Fund’s net assets as of December 31, 2014.

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

3. Restricted security. The aggregate value of restricted securities as of December 31, 2014 was $64,537,610, which represents 3.02% of the Fund’s net assets. See Note 4 of the accompanying Consolidated Notes. Information concerning restricted securities is as follows:

Security	Acquisition   Dates		Cost		Value		Unrealized     Appreciation/     (Depreciation)
Amsted Industries, Inc., 5% Sr. Unsec. Nts., 3/15/22		3/3/14 - 12/30/14	$	3,008,791	$	2,968,612	$	(40,179	)
Arco Capital Corp. Ltd.		6/28/13		—		—		—
ASG Consolidated LLC/ASG Finance, Inc., 15% Sr. Unsec. Nts., 5/15/17		8/19/10 - 11/20/14		3,113,755		2,293,058		(820,697	)
Astana Finance JSC, ADR		5/8/14		—		—		—
Blackboard, Inc., 7.75% Sr. Unsec. Nts., 11/15/19		10/24/13 - 10/16/14		3,175,224		3,163,550		(11,674	)
Brand Energy & Infrastructure Services, Inc., 8.50% Sr. Unsec. Nts., 12/1/21		11/22/13 - 11/25/13		3,098,544		2,778,350		(320,194	)
Brazil Loan Trust 1, 5.477% Sec. Nts., 7/24/23		7/25/13 - 7/25/14		1,508,262		1,486,407		(21,855	)
Building Materials Corp. of America, 6.75% Sr. Unsec. Nts., 5/1/21		4/26/11 - 10/8/14		2,465,450		2,602,300		136,850

24      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

Security	Acquisition   Dates		Cost		Value		Unrealized     Appreciation/     (Depreciation)
Calcipar SA, 6.875% Sr. Sec. Nts., 5/1/18		11/21/13	$	93,851	$	90,900	$	(2,951)
Citigroup Mortgage Loan Trust, Inc., Collateralized Mtg. Obligations, Series 2014-8, Cl. 1A2, 0.446%, 7/20/36		7/11/14		2,846,948		2,832,625		(14,323)
Coveris Holdings SA, 7.875% Sr. Unsec. Nts., 11/1/19		10/24/13		1,335,000		1,381,725		46,725
Credit Agricole SA, 8.375% Jr. Sub. Perpetual Bonds		7/17/13		1,983,363		2,147,162		163,799
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Bonds, 26.561% Sr. Sec. Nts., 12/31/17		9/19/07		4,946,730		6,285,295		1,338,565
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2A, 7.208%, 5/22/15		5/21/08		67,218		43,743		(23,475)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2B, 7.208%, 5/22/15		6/12/08		117,590		76,529		(41,061)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2C, 7.208%, 5/22/15		6/18/08		1,784,105		1,153,866		(630,239)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2D, 7.208%, 5/22/15		7/8/08		129,928		84,092		(45,836)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2E, 7.208%, 5/22/15		7/15/08		94,552		61,095		(33,457)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2F, 7.208%, 5/22/15		8/8/08		61,214		39,018		(22,196)
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2G, 7.208%, 5/22/15		8/22/08		11,295		7,185		(4,110)
Eletson Holdings, 9.625% Sr. Sec. Nts., 1/15/22		12/12/13 - 10/28/14		1,859,316		1,846,875		(12,441)
ICE EM CLO, Series 2007-1A, Cl. B, 2.031%, 8/15/22		11/6/07		7,280,713		7,323,822		43,109
ICE EM CLO, Series 2007-1A, Cl. C, 3.331%, 8/15/22		6/8/07		5,270,000		4,957,489		(312,511)
ICE EM CLO, Series 2007-1A, Cl. D, 5.331%, 8/15/22		6/8/07		5,270,000		4,859,994		(410,006)
Infinis plc, 7% Sr. Sec. Nts., 2/15/19		10/2/13 - 5/12/14		2,211,702		2,117,962		(93,740)
JPMorgan Hipotecaria su Casita, 6.47% Sec. Nts., 8/26/35		3/21/07		528,973		39,746		(489,227)
K Hovnanian Enterprises, Inc., 9.125% Sec. Nts., 11/15/20		9/19/12 - 12/6/13		1,900,193		1,915,300		15,107
Kenan Advantage Group, Inc. (The), 8.375% Sr. Unsec. Nts., 12/15/18		12/7/12 - 12/12/13		2,306,674		2,344,275		37,601
LBC Tank Terminals Holding Netherlands BV, 6.875% Sr. Unsec. Nts., 5/15/23		5/8/13 - 4/17/14		1,585,799		1,545,300		(40,499)
NC Finance Trust, Series 1999-I, Cl. D, 8.75%, 1/25/29		8/10/10		66,025		10,145		(55,880)
Premier Cruises Ltd., 11% Sr. Unsec. Nts., 3/15/08		3/6/98		242,675		—		(242,675)
Realogy Group LLC, 9% Sr. Sec. Nts., 1/15/20		1/25/12 - 2/1/12		862,550		951,500		88,950
Swiss Re Capital I LP, 6.854% Jr. Sub. Perpetual Bonds		11/14/13 - 1/13/14		1,150,246		1,158,150		7,904
US Shale Solutions, Inc., 12.50% Sr. Sec. Nts., 9/1/17		8/7/14		1,844,085		1,459,150		(384,935)
Wallace Theater Holdings, Inc.		3/28/13		15		15		—
Western Express, Inc., 12.50% Sr. Sec. Nts., 4/15/15		4/9/10 - 5/4/11		4,769,024		4,512,375		(256,649)
			$	66,989,810	$	64,537,610	$	(2,452,200)

4. 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 $4,687,176 or 0.22% of the Fund’s net assets as of December 31, 2014.

5. Interest rate is less than 0.0005%.

6. All or a portion of the security position is when-issued or delayed delivery to be delivered and settled after December 31, 2014. See Note 4 of the accompanying Consolidated Notes.

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. This security is not accruing income because the issuer has missed an interest payment on it and/or is not anticipated to make future interest and or principal payments. The rate shown is the original contractual interest rate. See Note 4 of the accompanying Notes.

9. All or a portion of the security position is held in accounts at a futures clearing merchant and pledged to cover margin requirements on open futures contracts and written options on futures, if applicable. The aggregate market value of such securities is $1,997,812. See Note 5 of the accompanying Consolidated Notes.

10. All or a portion of the security position is held in segregated accounts and pledged to cover margin requirements under certain derivative contracts. The aggregate market value of such securities is $1,995,924. See Note 5 of the accompanying Consolidated Notes.

11. 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.

25      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

Footnotes to Consolidated Statement of Investments (Continued)

12. Interest or dividend is paid-in-kind, when applicable.

13. Non-income producing security.

14. Zero coupon bond reflects effective yield on the date of purchase.

15. Denotes an inflation-indexed security: coupon or principal are indexed to a consumer price index.

16. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross Additions		Gross Reductions		Shares December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		33,054,028		908,959,408		886,802,845		55,210,591
Oppenheimer Master Event-Linked Bond Fund, LLC		4,827,322		—		1,668,473		3,158,849
Oppenheimer Master Loan Fund, LLC		1,023,461		8,129,838		666,475		8,486,824
Oppenheimer Ultra-Short Duration Fund, Cl. Y		3,707,723		1,900,357		1,099,900		4,508,180
			Value		Income		Realized Gain
Oppenheimer Institutional Money Market Fund, Cl. E			$	55,210,591	$	37,624	$	—
Oppenheimer Master Event-Linked Bond Fund, LLC				45,963,965		3,476,368 a		666,023 a
Oppenheimer Master Loan Fund, LLC				122,462,202		6,440,999 b		152,461 b
Oppenheimer Ultra-Short Duration Fund, Cl. Y				45,126,880		146,622		42,945
Total			$	268,763,638	$	10,101,613	$	861,429

a. Represents the amount allocated to the Fund from Oppenheimer Master Event-Linked Bond Fund, LLC.

b. Represents the amount allocated to the Fund from Oppenheimer Master Loan Fund, LLC.

17. Rate shown is the 7-day yield as of December 31, 2014.

Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:      

Geographic Holdings	Value		Percent
United States	$	1,430,069,558		65.5%
Mexico		73,913,511		3.4
Turkey		55,056,589		2.5
United Kingdom		50,762,732		2.3
Netherlands		37,201,403		1.7
Indonesia		36,610,445		1.7
Brazil		35,668,187		1.6
Canada		31,768,300		1.5
Colombia		30,094,664		1.4
India		29,362,382		1.3
France		29,009,818		1.3
Greece		19,801,295		0.9
Italy		20,411,807		0.9
Germany		20,177,171		0.9
Supranational		17,141,305		0.8
China		16,279,364		0.8
Peru		16,200,968		0.7
Israel		15,499,943		0.7
South Africa		15,187,329		0.7
Ireland		14,691,589		0.7
Spain		14,382,869		0.7
Luxembourg		14,407,451		0.7
Chile		13,218,744		0.6
Hungary		11,343,486		0.5
Philippines		10,609,778		0.5
Switzerland		7,508,646		0.3
Portugal		7,336,400		0.3
Russia		7,019,898		0.3
United Arab Emirates		6,992,684		0.3
Australia		6,776,865		0.3
Poland		6,156,523		0.3
Romania		5,977,959		0.3
Sri Lanka		5,763,494		0.3
Panama		4,469,734		0.2
Sweden		4,175,982		0.2
Denmark		3,782,809		0.2
Ivory Coast		3,781,491		0.2
Croatia		3,765,227		0.2
Dominican Republic		3,475,708		0.2
Lithuania		3,124,748		0.1
Serbia		3,052,325		0.1
Norway		2,576,637		0.1

26      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

Geographic Holdings (Continued)	Value		Percent
Morocco	$	2,544,972		0.1%
Kazakhstan		2,494,280		0.1
Venezuela		2,332,910		0.1
Lebanon		2,140,036		0.1
Austria		1,866,556		0.1
Kenya		1,794,562		0.1
Belgium		1,545,300		0.1
Eurozone		1,534,097		0.1
Jersey, Channel Islands		1,515,645		0.1
Tanzania		1,506,358		0.1
Uruguay		1,455,025		0.1
Puerto Rico		1,404,000		0.1
Paraguay		1,305,400		0.1
Malaysia		1,304,300		0.1
Japan		1,267,984		0.1
Latvia		1,230,506		0.1
Saudi Arabia		1,069,964		0.1
Gabon		1,002,750		0.1
Qatar		956,422		0.0
Trinidad		941,775		0.0
Jamaica		853,237		0.0
Vietnam		826,000		0.0
Barbados		819,344		0.0
Senegal		766,160		0.0
Angola		723,834		0.0
Bermuda		644,229		0.0
Ecuador		481,600		0.0
Ukraine		396,800		0.0
Nigeria		351,025		0.0
Egypt		289,100		0.0
Hong Kong		189,637		0.0
Total	$	2,182,161,626		100.0%

Forward Currency Exchange Contracts as of December 31, 2014
Counterparty	Settlement Month(s)		Currency Purchased (000’s)		Currency Sold (000’s)		Unrealized             Appreciation		Unrealized Depreciation
BAC		01/2015	BRL	33,520	USD	12,620	$	–	$	9,495
BAC		05/2015	IDR	136,542,000	USD	10,976		–		252,503
BAC		02/2015	KRW	4,515,000	USD	4,193		–		95,490
BAC		02/2015	MYR	12,060	USD	3,746		–		318,390
BAC		04/2015	SEK	165,850	USD	23,206		–		1,922,370
BAC		02/2015	TRY	32,040	USD	13,888		–		319,399
BAC		01/2015 - 04/2015	USD	18,082	BRL	45,570		1,049,687		–
BAC		04/2015	USD	23,241	EUR	18,300		1,076,037		–
BAC		03/2015	USD	4,381	HUF	1,094,000		206,745		–
BAC		05/2015	USD	10,968	IDR	136,442,000		252,317		–
BAC		03/2015	USD	10,942	KRW	12,258,000		–		180,052
BAC		02/2015	USD	11,316	MYR	37,129		762,981		–
BAC		01/2015	USD	497	RUB	20,700		155,871		–
BAC		04/2015	USD	23,021	SEK	165,850		1,737,330		–
BAC		02/2015	USD	62	TRY	140		2,400		–
BNP		06/2015	NOK	1,970	USD	278		–		14,653
BNP		06/2015	USD	651	NOK	4,600		36,012		–
BOA		01/2015	BRL	178,145	USD	70,193		–		3,175,856
BOA		01/2015	EUR	580	USD	722		–		19,693
BOA		05/2015	IDR	136,442,000	USD	10,972		–		256,375
BOA		01/2015	INR	1,518,250	USD	24,544		–		513,334
BOA		02/2015	KRW	16,175,000	USD	15,393		–		714,169
BOA		01/2015	PHP	118,000	USD	2,628		4,913		–
BOA		01/2015	USD	68,677	BRL	178,145		1,659,742		–
BOA		01/2015	USD	790	EUR	580		88,115		–
BOA		01/2015	USD	18,978	INR	1,177,000		348,225		–
BOA		02/2015 - 03/2015	USD	28,516	KRW	31,399,000		208,078		184,332
BOA		01/2015	USD	38,459	MXN	519,500		3,251,339		–
BOA		05/2015	USD	10,788	MYR	36,640		449,713		–
BOA		01/2015 - 04/2015	USD	5,333	PHP	236,000		76,554		2,218
CITNA-B		01/2015	BRL	66,150	USD	25,190		–		305,143
CITNA-B		06/2015	EUR	110	USD	136		–		2,387

27      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

Forward Currency Exchange Contracts (Continued)

Counterparty

Settlement Month(s)

Currency Purchased (000’s)

Currency Sold (000’s)

Unrealized Appreciation

Unrealized Depreciation

CITNA-B

01/2015

MXN

15,500

USD

1,145

$

–

$

94,701

CITNA-B

02/2015

TRY

2,700

USD

1,149

–

1,751

CITNA-B

01/2015

USD

24,904

BRL

66,150

18,737

–

CITNA-B

06/2015

USD

53,719

EUR

43,300

1,247,154

–

CITNA-B

06/2015

USD

2,116

GBP

1,350

14,046

–

CITNA-B

02/2015

USD

802

HUF

191,000

73,136

–

CITNA-B

01/2015

USD

11,100

NZD

14,070

146,450

–

CITNA-B

02/2015

USD

28,351

TRY

64,790

915,004

–

DEU

01/2015

MXN

64,730

USD

4,782

–

395,112

DEU

02/2015

TRY

13,340

USD

5,853

–

204,032

DEU

06/2015

USD

36,463

GBP

23,275

231,647

–

DEU

02/2015

USD

19,872

TRY

45,480

610,303

–

GSCO-OT

01/2015 - 04/2015

BRL

142,950

USD

54,798

–

1,147,269

GSCO-OT

01/2015

JPY

2,588,000

USD

21,428

181,381

–

GSCO-OT

01/2015 - 04/2015

USD

58,582

BRL

142,950

4,931,175

–

JPM

01/2015

BRL

52,920

USD

19,946

71,992

109,651

JPM

01/2016

CNH

55,600

USD

9,041

–

324,414

JPM

06/2015

EUR

1,825

USD

2,245

–

33,518

JPM

05/2015

IDR

132,658,000

USD

10,655

–

248,127

JPM

01/2015

INR

476,000

USD

7,663

–

128,474

JPM

02/2015

MYR

41,410

USD

12,952

–

1,181,758

JPM

01/2015

RON

25,620

USD

7,289

–

373,401

JPM

01/2015 - 02/2015

USD

30,587

BRL

81,690

14,991

72,762

JPM

01/2016

USD

8,825

CNH

55,600

108,425

–

JPM

06/2015

USD

52,748

EUR

42,550

1,181,689

–

JPM

05/2015

USD

17,044

IDR

218,365,000

–

96,545

JPM

01/2015

USD

13,032

INR

817,250

96,801

–

JPM

02/2015

USD

12,329

KRW

13,737,000

51,123

188,306

JPM

01/2015

USD

7,251

RON

25,620

335,467

–

JPM

02/2015

USD

12,645

TRY

29,110

317,311

–

MSCO

01/2015

BRL

1,950

USD

734

–

552

MSCO

06/2015

EUR

65

USD

80

–

1,700

MSCO

01/2015

MXN

704,300

USD

51,678

–

3,946,943

MSCO

02/2015

MYR

74,550

USD

22,629

–

1,438,853

MSCO

01/2015

NZD

14,070

USD

10,961

–

6,819

MSCO

02/2015

TRY

2,720

USD

1,153

–

979

MSCO

01/2015

USD

789

BRL

1,950

55,192

–

MSCO

03/2015 - 06/2015

USD

43,262

EUR

34,145

1,914,618

–

MSCO

01/2015

USD

23,040

JPY

2,588,000

1,430,132

–

MSCO

01/2015

USD

46,751

MXN

637,430

3,551,026

–

MSCO

02/2015

USD

16,230

MYR

53,470

1,031,998

–

MSCO

02/2015

USD

1,119

TRY

2,640

950

–

NOM

02/2015

USD

11,401

MYR

37,421

764,809

–

TDB

01/2015

BRL

71,680

USD

26,986

–

20,304

TDB

02/2015

HUF

191,000

USD

787

–

57,889

TDB

01/2015

MXN

1,400

USD

103

–

8,076

TDB

01/2015 - 04/2015

USD

29,673

BRL

73,370

2,087,520

–

TDB

02/2015

USD

15,259

COP

36,876,000

–

223,968

TDB

02/2015

USD

845

HUF

205,000

62,133

–

TDB

06/2015

USD

6,878

JPY

818,000

37,612

–

TDB

01/2015

USD

13,638

MXN

184,800

1,113,510

–

TDB

03/2015

USD

7,561

ZAR

87,200

104,831

–

Total Unrealized Appreciation and Depreciation

$

34,067,222

$

18,591,763

Futures Contracts as of December 31, 2014
Description	Exchange		Buy/Sell		Expiration Date		Number of Contracts		Value		Unrealized Appreciation (Depreciation)
United States Treasury Long Bonds		CBT		Sell		3/20/15		109	$	15,757,313	$(265,079)
United States Treasury Long Bonds		CBT		Buy		3/20/15		75		10,842,188	230,547
United States Treasury Nts., 10 yr.		CBT		Sell		3/20/15		332		42,096,563	(168,189)
United States Treasury Nts., 10 yr.		CBT		Buy		3/20/15		779		98,774,766	52,778
United States Treasury Nts., 2 yr.		CBT		Sell		3/31/15		248		54,211,250	82,864
United States Treasury Nts., 2 yr.		CBT		Buy		3/31/15		445		97,274,219	(138,528)
United States Treasury Nts., 5 yr.		CBT		Sell		3/31/15		1,100		130,822,657	(389,615)
United States Treasury Ultra Bonds		CBT		Buy		3/20/15		197		32,541,938	1,444,842
											$                         849,620

28      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

Over-the-Counter Options Written at December 31, 2014
Description	Counterparty			Exercise Price		Expiration Date		Number of Contracts				Premiums Received		Value
EUR Currency Put		DEU	USD		1.190		2/24/15		EUR	(24,000,000	)	$	128,381	$            (230,400)
EUR Currency Call		DEU	USD		1.280		2/24/15		EUR	(24,000,000	)		171,672	(21,144)
Portuguese Government Bonds Put		JPM	EUR		121.580		3/2/15		EUR	(7,000,000	)		136,304	(93,421)
TRY Currency Put		HSBC	TRY		2.414		2/16/15		TRY	(53,580,000	)		164,467	(237,895)
Total Over-the-Counter Options Written												$	600,824	$            (582,860)

Centrally Cleared Credit Default Swaps at December 31, 2014
Reference Asset			Buy/Sell Protection		Fixed Rate			Maturity Date		Notional Amount (000’s)			Premiums Received/(Paid)			Value
CDX.HY.23				Sell		5.000	%		12/20/19		USD	10,000	$	(647,211	)	$620,725
Over-the-Counter Credit Default Swaps at December 31, 2014
Reference Asset	Counterparty		Buy/Sell Protection		Fixed Rate			Maturity Date		Notional Amount (000’s)			Premiums Received/(Paid)			Value
Banco Bilbao Vizcaya Argentaria Sociedad Anonima		UBS		Sell		3.000	%		12/20/17		EUR	125	$	(60	)	$11,256
Banco Bilbao Vizcaya Argentaria Sociedad Anonima		UBS		Sell		3.000			12/20/17		EUR	125		(60	)	11,256
Banco Santander SA		UBS		Sell		3.000			9/20/17		EUR	250		(997	)	20,067
Bolivarian Republic of Venezuela		FIB		Buy		5.000			6/20/19		USD	2,170		(404,122	)	1,298,032
Hellenic Republic		GSG		Buy		1.000			12/20/15		USD	2,950		(228,789	)	409,930
Hellenic Republic		GSG		Buy		1.000			12/20/15		USD	2,215		(182,861	)	307,795
Hellenic Republic		GSG		Buy		1.000			12/20/15		USD	730		(105,891	)	101,440
Hellenic Republic		GSG		Buy		1.000			12/20/15		USD	735		(110,291	)	104,041
Hellenic Republic		GSG		Buy		1.000			12/20/15		EUR	3,695		(189,760	)	621,525
Hellenic Republic		GSG		Buy		1.000			12/20/15		USD	1,465		(190,532	)	203,576
Hellenic Republic		GSG		Sell		1.000			12/20/19		USD	1,465		439,581		(533,648)
Hellenic Republic		GSG		Sell		1.000			12/20/19		USD	740		135,118		(269,556)
Republic of Ireland		GSG		Buy		1.000			3/20/18		USD	660		(27,725	)	(14,188)
Republic of Ireland		GSG		Buy		1.000			3/20/18		EUR	585		(21,618	)	(15,159)
Republic of Italy		GSG		Sell		1.000			3/20/23		USD	660		105,519		(37,153)
State Bank of India		BNP		Sell		1.000			9/20/19		USD	1,740		71,791		(44,823)
Total Over-the-Counter Credit Default Swaps													$	(710,697	)	$            2,174,391

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 Asset on which the Fund Sold Protection	Total Maximum Potential   Payments for Selling   Credit Protection   (Undiscounted)			Amount Recoverable*			Reference Asset   Rating Range**
Non-Investment Grade Corporate Debt Indexes	$	10,000,000		$	—		B+
Investment Grade Single Name Corporate Debt	$	1,740,000		$	—		BBB-
Investment Grade Single Name Corporate Debt		500,000	EUR		—	EUR	BBB- to BBB
Investment Grade Sovereign Debt	$	660,000		$	—		BBB
Non-Investment Grade Sovereign Debt	$	2,205,000		$	8,905,000		B
Non-Investment Grade Sovereign Debt		—	EUR		3,695,000	EUR	B
Total	$	14,605,000		$	8,095,000
Total EUR		500,000	EUR		3,695,000	EUR

* Amounts recoverable includes potential payments from related purchased protection for instances where the Fund is the seller of 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.

Centrally Cleared Interest Rate Swaps at December 31, 2014
Counterparty	Pay/Receive Floating Rate		Floating Rate		Fixed Rate			Maturity Date		Notional Amount (000’s)			Premiums Received / (Paid)		Value
GSG		Pay		Three-Month USD BBA LIBOR		2.460	%		11/24/24		USD	34,100	$	—	$(646,042)
JPM		Receive		Three-Month USD BBA LIBOR		2.570			8/15/24		USD	2,090		—	(77,062)
JPM		Receive		Three-Month USD BBA LIBOR		2.550			8/12/24		USD	2,090		—	(73,658)
JPM		Pay		MXN TIIE BANXICO		6.090			7/29/24		MXN	31,300		(11)	5,636
JPM		Pay		MXN TIIE BANXICO		6.070			8/1/24		MXN	30,400		(9)	6,297
Total Cleared Interest Rate Swaps													$	(20)	$            (784,829)

29      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

Over-the-Counter Interest Rate Swaps at December 31, 2014

Counterparty

Pay/Receive Floating Rate

Floating Rate

Fixed Rate

Maturity Date

Notional Amount (000’s)

Value

GSG

Pay

MXN TIIE BANXICO

4.260

%

6/15/16

MXN

126,300

$

2,151

JPM

Pay

MXN TIIE BANXICO

4.280

6/15/16

MXN

125,400

3,790

Total Over-the-Counter Interest Rate Swaps

$

5,941

Over-the-Counter Interest Rate Swaptions Written at December 31, 2014

Description

Counterparty

Pay/Receive Floating Rate

Floating Rate

Fixed Rate

Expiration Date

Notional Amount (000’s)

Premiums Received

Value

Interest Rate Swap maturing 10/6/20 Call

BOA

Receive

Six-Month EUR EURIBOR

0.655

%

10/2/15

EUR

46,000

$

401,622

$

(716,044)

Interest Rate Swap maturing 7/21/25 Call

UBS

Receive

Six-Month EUR EURIBOR

1.421

7/17/15

EUR

19,040

308,859

(1,249,530)

Total Over-the-Counter Interest Rate Swaptions Written

$

710,481

$

(1,965,574)

Glossary:
Counterparty Abbreviations
BAC	Barclays Bank plc
BNP	BNP Paribas
BOA	Bank of America NA
CITNA-B	Citibank NA
DEU	Deutsche Bank AG
FIB	Credit Suisse International
GSCO-OT	Goldman Sachs Bank USA
GSG	Goldman Sachs Group, Inc. (The)
HSBC	HSBC Bank USA NA
JPM	JPMorgan Chase Bank NA
MSCO	Morgan Stanley Capital Services, Inc.
NOM	Nomura Global Financial Products, Inc.
TDB	Toronto Dominion Bank
UBS	UBS AG
Currency abbreviations indicate amounts reporting in currencies
BRL	Brazilian Real
CNH	Offshore Chinese Renminbi
COP	Colombian Peso
EUR	Euro
GBP	British Pound Sterling
HUF	Hungarian Forint
IDR	Indonesia Rupiah
INR	Indian Rupee
JPY	Japanese Yen
KRW	South Korean Won
MXN	Mexican Nuevo Peso
MYR	Malaysian Ringgit
NOK	Norwegian Krone
NZD	New Zealand Dollar
PHP	Philippines Peso
RON	New Romanian Leu
RUB	Russian Ruble
SEK	Swedish Krona
TRY	New Turkish Lira
ZAR	South African Rand
Definitions
BANXICO	Banco de Mexico
BBA LIBOR	British Bankers’ Association London - Interbank Offered Rate
CDX.HY.23	Markit CDX High Yield Index
EURIBOR	Euro Interbank Offered Rate
SX5E	Euro Stoxx 50 Index
TIIE	Interbank Equilibrium Interest Rate
Exchange Abbreviations
CBT	Chicago Board of Trade

See accompanying Consolidated Notes to Financial Statements.

30      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying consolidated statement of investments:
Unaffiliated companies (cost $1,986,311,605)	$	1,913,397,988
Affiliated companies (cost $272,924,347)		268,763,638
		2,182,161,626
Cash		12,601,199
Cash used for collateral on centrally cleared swaps		2,794,484
Unrealized appreciation on foreign currency exchange contracts		34,067,222
Swaps, at value (premiums paid $1,413,363)		3,094,859
Centrally cleared swaps, at value (premiums paid $647,231)		632,658
Receivables and other assets:
Interest, dividends and principal paydowns		26,525,489
Investments sold (including $8,328,060 sold on a when-issued or delayed delivery basis)		9,119,640
Shares of beneficial interest sold		6,930,959
Variation margin receivable		173,568
Other		170,556
Total assets		2,278,272,260
Liabilities
Bank overdraft-foreign		412,862
Unrealized depreciation on foreign currency exchange contracts		18,591,763
Options written, at value (premiums received $600,824)		582,860
Swaps, at value (upfront payments received $702,666)		914,527
Centrally cleared swaps, at value		796,762
Swaptions written, at value (net premiums received $710,481)		1,965,574
Payables and other liabilities:
Investments purchased (including $111,876,062 purchased on a when-issued or delayed delivery basis)		114,411,317
Shares of beneficial interest redeemed		1,411,222
Distribution and service plan fees		330,117
Shareholder communications		183,724
Variation margin payable		182,013
Trustees’ compensation		91,331
Other		200,075
Total liabilities		140,074,147
Net Assets	$	2,138,198,113
Composition of Net Assets
Par value of shares of beneficial interest	$	397,138
Additional paid-in capital		2,159,126,588
Accumulated net investment income		104,708,911
Accumulated net realized loss on investments and foreign currency transactions		(64,301,594)
Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(61,732,930)
Net Assets	$	2,138,198,113
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 $586,950,590 and 110,843,299 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 $1,551,247,523 and 286,294,894 shares of beneficial interest outstanding)		$5.42

See accompanying Consolidated Notes to Financial Statements.

31      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Allocation of Income and Expenses from Master Funds1
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC:
Interest	$	3,475,793
Dividends		575
Net expenses		(224,756)
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC		3,251,612
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest		6,380,653
Dividends		60,346
Net expenses		(402,864)
Net investment income allocated from Oppenheimer Master Loan Fund, LLC		6,038,135
Total allocation of net investment income from master funds		9,289,747
Investment Income
Interest - unaffiliated companies (net of foreign withholding taxes of $440,080)		114,925,726
Fee income on when-issued securities		2,661,894
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $(83,597))		339,402
Affiliated companies		184,246
Total investment income		118,111,268
Expenses
Management fees		13,590,052
Distribution and service plan fees:
Service shares		4,105,081
Transfer and shareholder servicing agent fees:
Non-Service shares		706,078
Service shares		1,642,896
Shareholder communications:
Non-Service shares		111,894
Service shares		264,087
Custodian fees and expenses		302,544
Trustees’ compensation		67,271
Other		207,606
Total expenses		20,997,509
Less reduction to custodian expenses		(1,805)
Less waivers and reimbursements of expenses		(819,011)
Net expenses		20,176,693
Net Investment Income		107,224,322

32      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from:
Unaffiliated companies (including premiums on options and swaptions exercised) (net of foreign capital gains tax of $37,013)	$	(1,165,255)
Affiliated companies		42,945
Closing and expiration of option contracts written		1,360,871
Closing and expiration of futures contracts		8,959,190
Foreign currency transactions		(15,197,796)
Swap contracts		(2,160,825)
Swaption contracts		1,882,754
Net realized gain allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		666,023
Oppenheimer Master Loan Fund, LLC		152,461
Net realized loss		(5,459,632)
Net change in unrealized appreciation/depreciation on:
Investments		(40,099,457)
Translation of assets and liabilities denominated in foreign currencies		6,302,196
Futures contracts		3,473,666
Option contracts written		(490,254)
Swap contracts		264,587
Swaption contracts written		394,063
Net change in unrealized appreciation/depreciation allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		(1,030,658)
Oppenheimer Master Loan Fund, LLC		(4,965,979)
Net change in unrealized appreciation/depreciation		(36,151,836)
Net Increase in Net Assets Resulting from Operations	$	65,612,854

1. The Fund invests in certain affiliated mutual funds that expect to be treated as partnerships for tax purposes. See Note 4 of the accompanying Consolidated Notes.

See accompanying Consolidated Notes to Financial Statements.

33      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014		Year Ended December 31, 2013
Operations
Net investment income	$	107,224,322	$	125,129,462
Net realized gain (loss)		(5,459,632)		(60,454,641)
Net change in unrealized appreciation/depreciation		(36,151,836)		(73,550,244)
Net increase (decrease) in net assets resulting from operations		65,612,854		(8,875,423)
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(31,299,751)		(36,272,242)
Service shares		(63,703,194)		(83,922,335)
		(95,002,945)		(120,194,577)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(142,634,078)		33,900,242
Service shares		(144,544,896)		(32,780,220)
		(287,178,974)		1,120,022
Net Assets
Total decrease		(316,569,065)		(127,949,978)
Beginning of period		2,454,767,178		2,582,717,156
End of period (including accumulated net investment income of $104,708,911 and $119,930,049, respectively)	$	2,138,198,113	$	2,454,767,178

See accompanying Consolidated Notes to Financial Statements.

34      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED FINANCIAL HIGHLIGHTS

Non-Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	5.38	$	5.67	$	5.38	$	5.58	$	5.30
Income (loss) from investment operations:
Net investment income2		0.26		0.28		0.33		0.36		0.34
Net realized and unrealized gain (loss)		(0.11)		(0.29)		0.36		(0.31)		0.40
Total from investment operations		0.15		(0.01)		0.69		0.05		0.74
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.23)		(0.28)		(0.34)		(0.18)		(0.46)
Distributions from net realized gain		0.00		0.00		(0.06)		(0.07)		0.00
Total dividends and distributions to shareholders		(0.23)		(0.28)		(0.40)		(0.25)		(0.46)
Net asset value, end of period	$	5.30	$	5.38	$	5.67	$	5.38	$	5.58
Total Return, at Net Asset Value3		2.84%		(0.13)%		13.53%		0.85%		14.97%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	586,951	$	738,741	$	741,996	$	648,084	$	771,755
Average net assets (in thousands)	$	707,673	$	734,707	$	690,351	$	694,868	$	737,071
Ratios to average net assets:4,5
Net investment income		4.73%		5.12%		6.01%		6.50%		6.47%
Total expenses6		0.74%		0.74%		0.77%		0.77%		0.75%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.71%		0.72%		0.71%		0.71%		0.71%
Portfolio turnover rate7		93%		107%		78%		49%		99%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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. 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 fund fees and expenses were as follows:

Year Ended December 31, 2014	0.75	%
Year Ended December 31, 2013	0.74	%
Year Ended December 31, 2012	0.77	%
Year Ended December 30, 2011	0.77	%
Year Ended December 31, 2010	0.75	%

7. 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, 2014		$1,348,552,640		$1,337,346,996
Year Ended December 31, 2013		$4,294,357,677		$4,679,296,373
Year Ended December 31, 2012		$3,862,820,437		$3,466,796,233
Year Ended December 30, 2011		$1,050,654,783		$1,039,506,614
Year Ended December 31, 2010		$1,034,550,699		$1,085,289,655

See accompanying Consolidated Notes to Financial Statements.

35      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

Service Shares	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 30, 20111		Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	5.50	$	5.79	$	5.49	$	5.68	$	5.38
Income (loss) from investment operations:
Net investment income2		0.25		0.27		0.33		0.35		0.33
Net realized and unrealized gain (loss)		(0.11)		(0.29)		0.36		(0.31)		0.42
Total from investment operations		0.14		(0.02)		0.69		0.04		0.75
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.22)		(0.27)		(0.33)		(0.16)		(0.45)
Distributions from net realized gain		0.00		0.00		(0.06)		(0.07)		0.00
Total dividends and distributions to shareholders		(0.22)		(0.27)		(0.39)		(0.23)		(0.45)
Net asset value, end of period	$	5.42	$	5.50	$	5.79	$	5.49	$	5.68
Total Return, at Net Asset Value3		2.49%		(0.37)%		13.15%		0.65%		14.77%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,551,247	$	1,716,026	$	1,840,721	$	1,604,906	$	1,670,340
Average net assets (in thousands)	$	1,646,615	$	1,794,640	$	1,715,995	$	1,673,715	$	2,485,427
Ratios to average net assets:4,5
Net investment income		4.48%		4.88%		5.76%		6.25%		6.15%
Total expenses6		0.99%		0.99%		1.02%		1.02%		0.99%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.96%		0.97%		0.96%		0.96%		0.95%
Portfolio turnover rate7		93%		107%		78%		49%		99%

1. December 30, 2011 represents the last business day of the Fund’s reporting period.

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. 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 fund fees and expenses were as follows:

Year Ended December 31, 2014	1.00	%
Year Ended December 31, 2013	0.99	%
Year Ended December 31, 2012	1.02	%
Year Ended December 30, 2011	1.02	%
Year Ended December 31, 2010	0.99	%

7. 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, 2014		$1,348,552,640		$1,337,346,996
Year Ended December 31, 2013		$4,294,357,677		$4,679,296,373
Year Ended December 31, 2012		$3,862,820,437		$3,466,796,233
Year Ended December 30, 2011		$1,050,654,783		$1,039,506,614
Year Ended December 31, 2010		$1,034,550,699		$1,085,289,655

See accompanying Consolidated Notes to Financial Statements.

36      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Global Strategic Income Fund/VA (the “Fund”), a separate series of Oppenheimer Variable Account Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s main investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Basis for Consolidation. The Fund has established a Cayman Islands exempted company, Oppenheimer Global Strategic Income Fund (Cayman) Ltd., which is wholly-owned and controlled by the Fund (the “Subsidiary”). The Fund and Subsidiary are both managed by the Manager. The Fund may invest up to 25% of its total assets in the Subsidiary. The Subsidiary invests primarily in commodity-linked derivatives (including commodity futures, financial futures, options and swap contracts) and exchange traded funds related to gold or other special minerals (“Gold ETFs”). The Subsidiary is subject to the same investment restrictions and guidelines, and follows the same compliance policies and procedures, as the Fund.

The financial statements have been consolidated and include accounts of the Fund and the Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated. At December 31, 2014, the Fund owned 15,000 shares with net assets of $1,347,862.

Other financial information at December 31, 2014:

Total market value of investments	$	—
Net assets	$	1,347,862
Net income (loss)	$	(42,267	)
Net realized gain (loss)	$	—
Net change in unrealized appreciation/depreciation	$	—

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 New York Stock Exchange (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 Consolidated Statement of Operations.

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.

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. Upon receipt of notification from the issuer, subsequent to the ex-dividend date, some of the dividend income originally recorded from a real estate investment trust (“REIT”) may be reclassified as a reduction of the cost of the related investment and/or realized gain. 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.

37      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

Custodian Fees. “Custodian fees and expenses” in the Consolidated 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.

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.

Subchapter M requires, among other things, that at least 90% of the Fund’s gross income be derived from securities or derived with respect to its business of investing in securities (typically referred to as “qualifying income”). Income from commodity-linked derivatives may not be treated as “qualifying income” for purposes of the 90% gross income requirement. The Internal Revenue Service (IRS) has previously issued a number of private letter rulings which conclude that income derived from commodity index-linked notes and investments in a wholly-owned subsidiary will be “qualifying income.” As a result, the Fund will gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.

The IRS has suspended the granting of private letter rulings pending further review. As a result, there can be no assurance that the IRS will not change its position with respect to commodity-linked notes and wholly-owned subsidiaries. In addition, future legislation and guidance from Treasury and the IRS may adversely affect the fund’s ability to gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.

The Fund is required to include in income for federal income tax purposes all of the subsidiary’s net income and gains whether or not such income is distributed by the subsidiary. Net income and gains from the subsidiary are generally treated as ordinary income by the Fund, regardless of the character of the subsidiary’s underlying income. Net losses from the subsidiary do not pass through to the Fund for federal income tax purposes.

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.

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2,3,4		Net Unrealized Depreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$110,347,583		$—		$50,638,554		$78,534,257

1. As of December 31, 2014, the Fund had $50,374,428 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.

Expiring
2015	$	5,751,368
2016		3,339,490
No expiration		41,283,570
Total	$	50,374,428

Of these losses, $6,678,980 are subject to Sec. 382 loss limitation rules resulting from merger activity. These limitations generally reduce the utilization of these losses to a maximum of $3,339,490 per year.

2. The Fund had $264,126 of straddle losses which were deferred.

3. During the fiscal year ended December 31, 2014, the Fund utilized $12,716,558 of capital loss carryforward to offset capital gains realized in that fiscal year.

4. During the fiscal year ended December 31, 2013, the Fund utilized $3,174,670 of capital loss carryforward to offset capital gains realized in that fiscal year.

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

38      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

2. Significant Accounting Policies (Continued)

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Reduction to Accumulated Net Investment Income		Reduction to Accumulated Net Realized Loss on Investments
$2,236,117		$27,442,515		$25,206,398

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended		Year Ended
	December 31, 2014		December 31, 2013
Distributions paid from:
Ordinary income	$	95,002,945	$	120,194,577

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, 2014 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	$	2,257,376,809
Federal tax cost of other investments		13,990,151
Total federal tax cost	$	2,271,366,960
Gross unrealized appreciation	$	119,679,447
Gross unrealized depreciation		(198,213,704)
Net unrealized depreciation	$	(78,534,257)

Use of Estimates. 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.

3. 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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing

39      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

Structured securities, swaps, swaptions, and other over-the-counter derivatives are valued utilizing evaluated prices obtained from third party pricing services or broker-dealers.

Forward foreign currency exchange contracts are valued utilizing current and forward currency rates obtained from third party pricing services. When the settlement date of a contract is an interim date for which a quotation is not available, interpolated values are derived using the nearest dated forward currency rate.

Futures contracts and futures options 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.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Structured securities	Relevant market information such as the price of underlying financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, or the occurrence of other specific events.
Swaps	Relevant market information, including underlying reference assets such as credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures, and forward currency rates.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

40      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

3. Securities Valuation (Continued)

The table below categorizes amounts that are included in the Fund’s Consolidated Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices			Level 2— Other Significant Observable Inputs			Level 3— Significant             Unobservable Inputs		Value
Assets Table
Investments, at Value:
Asset-Backed Securities	$	—		$	32,695,452		$	17,141,305	$	49,836,757
Mortgage-Backed Obligations		—			337,180,382			2,842,770		340,023,152
U.S. Government Obligations		—			33,642,205			—		33,642,205
Foreign Government Obligations		—			289,592,660			—		289,592,660
Corporate Loans		—			81,323,689			7,452		81,331,141
Corporate Bonds and Notes		—			1,080,256,039			2,992,241		1,083,248,280
Preferred Stock		—			4,539,759			—		4,539,759
Common Stocks		1,974,301			1,491,465			15		3,465,781
Rights, Warrants and Certificates		—			—			—		—
Structured Securities		—			8,335,052			8,042,066		16,377,118
Short-Term Note		—			9,028,591			—		9,028,591
Investment Companies		100,337,471			168,426,167			—		268,763,638
Exchange-Traded Option Purchased		—			611,965			—		611,965
Over-the-Counter Options Purchased		—			956,418			—		956,418
Over-the-Counter Interest Rate Swaptions Purchased		—			744,161			—		744,161
Total Investments, at Value		102,311,772			2,048,824,005			31,025,849		2,182,161,626
Other Financial Instruments:
Swaps, at value		—			3,094,859			—		3,094,859
Centrally cleared swaps, at value		—			632,658			—		632,658
Futures contracts		1,811,031			—			—		1,811,031
Foreign currency exchange contracts		—			34,067,222			—		34,067,222
Total Assets	$	104,122,803		$	2,086,618,744		$	31,025,849	$	2,221,767,396
Liabilities Table
Other Financial Instruments:
Swaps, at value	$	—		$	(914,527	)	$	—	$	(914,527)
Centrally cleared swaps, at value		—			(796,762	)		—		(796,762)
Options written, at value		—			(582,860	)		—		(582,860)
Futures contracts		(961,411	)		—			—		(961,411)
Foreign currency exchange contracts		—			(18,591,763	)		—		(18,591,763)
Swaptions written, at value		—			(1,965,574	)		—		(1,965,574)
Total Liabilities	$	(961,411	)	$	(22,851,486	)	$	—	$	(23,812,897)

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

The table below shows the transfers between Level 2 and Level 3. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

	Transfers out of Level 2*		Transfers into Level 3*
Assets Table
Investments, at Value:
Corporate Loans	$	(1,264,526)	$	1,264,526
Total Assets	$	(1,264,526)	$	1,264,526

* Transferred from Level 2 to Level 3 because of the lack of observable market data.

The following is a reconciliation of assets in which significant unobservable inputs (level 3) were used in determining fair value:

	Value as of         December 31, 2013		Realized gain (loss)		Change in unrealized appreciation/ depreciation		Accretion/             (amortization) of premium/ discounta
Assets Table
Investments, at Value:
Asset-Backed Securities	$	16,206,250	$	—	$	790,518	$	144,537
Mortgage-Backed Obligations		4,005		—		(8,183)		14,323
Corporate Loans		—		60		(1,333,444)		—
Corporate Bonds and Notes		5,631,399		(23,725)		(396,095)		1,794
Common Stocks		15,296		—		(15,281)		—
Structured Securities		10,216,769		233,264		(902,103)		144,578
Total Assets	$	32,073,719	$	209,599	$	(1,864,588)	$	305,232

41      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

	Purchases		Sales		Transfers into Level 3		Value as of         December 31, 2014
Assets Table (Continued)
Investments, at Value:
Asset-Backed Securities	$	—	$	—	$	—	$	17,141,305
Mortgage-Backed Obligations		2,832,625		—		—		2,842,770
Corporate Loans		79,622		(3,312)		1,264,526		7,452
Corporate Bonds and Notes		—		(2,221,132)		—		2,992,241
Common Stocks		—		—		—		15
Structured Securities		—		(1,650,442)		—		8,042,066
Total Assets	$	2,912,247	$	(3,874,886)	$	1,264,526	$	31,025,849

a. Included in net investment income.

The total change in unrealized appreciation/depreciation included in the Consolidated Statement of Operations attributable to Level 3 investments still held at December 31, 2014: 

	Change in unrealized appreciation/ depreciation
Asset-Backed Securities	$	790,518
Mortgage-Backed Obligations		(8,183)
Corporate Loans		(1,333,444)
Corporate Bonds and Notes		(173,769)
Common Stocks		(15,281)
Structured Securities		(902,103)
Total Assets	$	(1,642,262)

The following table summarizes the valuation techniques and significant unobservable inputs used in determining fair value measurements for those investments classified as Level 3 as of December 31, 2014:

	Value as of December 31, 2014		Valuation Technique		Unobservable input		Range of Unobservable Inputs	Unobservable Input Used
Assets Table
Investments, at Value:
Asset-Backed Securities	$	17,141,305		Broker quotes		N/A	N/A	N/A	(a)
Mortgage-Backed Obligations		2,842,770		Broker quotes		N/A	N/A	N/A	(a)
Corporate Bonds and Notes		2,578,016		Broker quotes		N/A	N/A	N/A	(a)
Corporate Bonds and Notes		414,000		Pricing service		N/A	N/A	N/A	(a)
Corporate Bonds and Notes		225		Estimated Recovery proceeds		Nominal Value	N/A	$0.01/share	(b)
Corporate Loans		7,452		Pricing service		N/A	N/A	N/A	(a)
Common Stock		15		Estimated Recovery proceeds		Nominal Value	N/A	$0.01/share	(c)
Structured Securities		8,042,066		Broker quotes		N/A	N/A	N/A	(a)
Total	$	31,025,849

(a) Securities classified as Level 3 whose unadjusted values were provided by a pricing service or broker-dealer for which such inputs are unobservable. The Manager periodically reviews pricing vendor and broker methodologies and inputs to confirm they are determined using unobservable inputs and have been appropriately classified. Such securities’ fair valuations could change significantly based on changes in unobservable inputs used by the pricing service or broker.

(b) The Fund fair values certain corporate bonds and notes received from a bond restructuring using a nominal value per share to reflect the low probability of future value. The Manager monitors such investments for additional market information or the occurrence of a significant event which would warrant a re-evaluation of the security’s fair valuation.

(c) The Fund fair values certain common stocks held at a nominal value to reflect the low probability of receipt of future payments to be received as a result of a merger. The Manager monitors such investments for additional market information or the occurrence of a significant event which would warrant a re-evaluation of the security’s fair valuation. A significant increase (decrease) in the future distribution amount, or a significant increase (decrease) to the probability of payment rate, will result in a significant increase (decrease) to the fair value of the investment.

4. Investments and Risk

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to IMMF. When applicable, the Fund’s investment in IMMF is included in the Consolidated 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.

42      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

4. Investments and Risk (Continued)

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 income. The investment objective of Oppenheimer Master Event-Linked Bond Fund, LLC is to seek total return. The Fund’s investments in the Master Funds are included in the Consolidated 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.

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 Consolidated Statement of Operations. The Fund records a realized gain or loss when a structured security is sold or matures.

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 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, 2014, 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		$111,876,062
Sold securities		8,328,060

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.

Restricted Securities. As of December 31, 2014, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Consolidated Statement of Investments. Restricted securities are reported on a schedule following the Consolidated Statement of Investments.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets.

43      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

4. Investments and Risk (Continued)

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

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 that have missed an interest payment, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently miss an interest payment. Information concerning securities not accruing interest as of December 31, 2014 is as follows:

Cost	$15,736,861
Market Value	$431,822
Market value as % of Net Assets	0.02%

Sovereign Debt Risk. The Fund invests in sovereign debt securities, which are subject to certain special risks. These risks include, but are not limited to, the risk that a governmental entity may delay or refuse, or otherwise be unable, to pay interest or repay the principal on its sovereign debt. There may also be no legal process for collecting sovereign debt that a government does not pay or bankruptcy proceedings through which all or part of such sovereign debt may be collected. In addition, a restructuring or default of sovereign debt may also cause additional impacts to the financial markets, such as downgrades to credit ratings, reduced liquidity and increased volatility, among others.

5. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance 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. These instruments 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. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

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:

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.

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 due to unanticipated changes in the market risk factors and the overall market. 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. 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. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

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.

44      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

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

Forward Currency Exchange Contracts

The Fund may enter into forward currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date. Such contracts are traded in the OTC inter-bank currency dealer market.

Forward contracts are reported on a schedule following the Consolidated Statement of Investments. The unrealized appreciation (depreciation) is reported in the Consolidated Statement of Assets and Liabilities as a receivable (or payable) and in the Consolidated 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 Consolidated Statement of Operations.

The Fund has entered into forward 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 contracts seek to increase exposure to foreign exchange rate risk.

The Fund has entered into forward 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 Fund.

The Fund has entered into forward 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 contracts seek to increase exposure to foreign exchange rate risk.

The Fund has entered into forward 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 Fund.

During the year ended December 31, 2014, the Fund had daily average contract amounts on forward contracts to buy and sell of $351,974,743 and $642,726,245, respectively.

Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty to a forward contract will default and fail to perform its obligations to the Fund.

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a commodity, financial instrument or currency 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 and options thereon are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange.

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 in an account registered in the futures commission merchant’s name. Subsequent payments (variation margin) are paid to or from the futures commission merchant each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains and losses. Should the Fund fail to make requested variation margin payments, the futures commission merchant can gain access to the initial margin to satisfy the Fund’s payment obligations.

Futures contracts are reported on a schedule following the Consolidated Statement of Investments. Securities held by a futures commission merchant to cover initial margin requirements on open futures contracts are noted in the Consolidated Statement of Investments. Cash held by a futures commission merchant 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 Consolidated Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Consolidated Statement of Operations. Realized gains (losses) are reported in the Consolidated 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.

During the year ended December 31, 2014, the Fund had an ending monthly average market value of $184,476,192 and $82,251,355 on futures contracts purchased and sold, respectively.

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 call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security, currency or other underlying financial instrument at a fixed price, upon exercise of the option.

Options can be traded through an exchange or through a privately negotiated arrangement with a dealer in an OTC transaction. Options traded through an exchange are generally cleared through a clearinghouse (such as The Options Clearing Corporation). 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 Consolidated 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 Consolidated Statement of Operations.

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.

45      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

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.

The Fund has purchased call options on treasury and/or euro futures to increase exposure to interest 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 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.

The Fund has purchased call options on volatility indexes to increase exposure to volatility risk. A purchased call option becomes more valuable as the level of the underlying volatility index increases relative to the strike price.

During the year ended December 31, 2014, the Fund had an ending monthly average market value of $799,100 and $492,603 on purchased call options and purchased put options, respectively.

Options written, if any, are reported in a schedule following the Consolidated Statement of Investments and as a liability in the Consolidated Statement of Assets and Liabilities. Securities held in collateral accounts to cover potential obligations with respect to outstanding written options are noted in the Consolidated Statement of Investments.

The risk in writing a call option is that the market price of the security increases and if the option is exercised, the Fund must either purchase the security at a higher price for delivery or, if the Fund owns the underlying security, give up the opportunity for profit. 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.

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 written call options on treasury and/or euro futures to decrease exposure to interest 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 written put options on treasury and/or euro futures to increase exposure to interest 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 volatility indexes to decrease exposure to volatility risk. A written call option becomes more valuable as the level of the underlying volatility index decreases relative to the strike price.

During the year ended December 31, 2014, the Fund had an ending monthly average market value of $149,951 and $329,375 on written call options and written put options, respectively.

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

Written option activity for the year ended December 31, 2014 was as follows:

	Number of Contracts			Amount of   Premiums
Options outstanding as of December 31, 2013		2,287,735,000	$		903,847
Options written		196,853,446,263			6,602,817
Options closed or expired		(40,920,274,860)			(1,360,871)
Options exercised		(158,112,326,403)			(5,544,969)
Options outstanding as of December 31, 2014		108,580,000	$		600,824

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, the price or volatility of asset or non-asset references, or the occurrence of a credit event, over a specified period. Swaps can be executed in a bi-lateral privately negotiated arrangement with a dealer in an OTC transaction (“OTC swaps”) or executed on a regulated market. Certain swaps, regardless of the venue of their execution, are required to be cleared through a clearinghouse (“centrally cleared swaps”). Swap contracts may include interest rate, equity, debt, index, total return, credit default, currency, and volatility swaps.

Swap contracts are reported on a schedule following the Consolidated Statement of Investments. The values of centrally cleared swap and OTC swap contracts are aggregated by positive and negative values and disclosed separately on the Consolidated Statement of Assets and Liabilities. 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, if any, at termination or settlement. The net change in this amount during the period is included on the Consolidated 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 Consolidated Statement of Operations.

Swap contract agreements are exposed to the market risk factor of the specific underlying reference rate or 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 ther market risk factors. Investments in cash securities (for instance bonds) have exposure to multiple risk factors (credit and interest rate risk). Because swaps have embedded leverage, they can expose the Fund to substantial risk in the isolated market risk factor.

46      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

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

The buyer of protection pays a periodic fee to the seller of protection based on the notional amount of 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 swap less the market value of specified debt securities issued by the reference asset. Upon exercise of the contract the difference between such value and the notional amount is recorded as realized gain (loss) and is included on the Consolidated Statement of Operations.

The Fund has sold credit protection through credit default swaps to increase exposure to the credit risk of individual issuers and/or indexes of issuers 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 issuers and/or indexes of issuers.

The Fund has engaged in spread curve trades by simultaneously purchasing and selling protection through credit default swaps referenced to the same reference asset 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.

For the year ended December 31, 2014, the Fund had ending monthly average notional amounts of $7,578,727 and $4,865,988 on credit default swaps to buy protection and credit default swaps to sell protection, respectively.

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

Currency Swap Contracts. A currency swap contract is an agreement between counterparties to exchange different currencies at contract inception that are equivalent to a notional value. The exchange at contract inception is made at the current spot rate. The contract also includes an agreement to reverse the exchange of the same notional values of those currencies at contract termination. The re-exchange at contract termination may take place at the same exchange rate, a specified rate or the then current spot rate. Certain currency swap contracts provide for exchanging the currencies only at contract termination and can provide for only a net payment in the settlement currency, typically USD. A currency swap contract may also include the exchange of periodic payments, between the counterparties, that are based on interest rates available in the respective currencies at contract inception. Other currency swap contracts may not provide for exchanging the different currencies at all, and only for exchanging interest cash flows based on the notional value in the contract.

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 the 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 increase exposure to foreign exchange rate risk.

For the year ended December 31, 2014, the Fund had ending monthly average notional amounts of $4,783,942 on currency swaps which receive a fixed rate.

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 floating 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.

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.

For the year ended December 31, 2014, the Fund had ending monthly average notional amounts of $40,384,372 and $142,391,615 on interest rate swaps which pay a fixed rate and interest rate swaps which receive a fixed rate, respectively.

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.

47      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

Purchased swaptions are reported as a component of investments in the Consolidated Statement of Investments and the Consolidated Statement of Assets and Liabilities. Written swaptions are reported on a schedule following the Consolidated Statement of Investments and their value is reported as a separate asset or liability line item in the Consolidated Statement of Assets and Liabilities. The net change in unrealized appreciation or depreciation on written swaptions is separately reported in the Consolidated 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 Consolidated 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 prior to exercise 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 purchased swaptions which gives it the option to enter into an interest rate swap in which it pays a floating interest rate and receives a fixed interest rate in order to increase exposure to interest rate risk. A purchased swaption of this type becomes more valuable as the reference interest rate decreases relative to the preset interest rate.

The Fund has purchased swaptions which gives it the option to enter into an interest rate swap in which it pays a fixed interest rate and receives a floating interest rate in order to decrease exposure to interest rate risk. A purchased swaption of this type becomes more valuable as the reference interest rate increases relative to the preset interest rate.

The Fund has purchased swaptions which gives it the option to buy credit protection through credit default swaps in order to decrease exposure to the credit risk of individual issuers and/or indexes of issuers. A purchased swaption of this type becomes more valuable as the likelihood of a credit event on the reference asset increases.

The Fund has written swaptions which gives it the obligation, if exercised by the purchaser, to enter into an interest rate swap in which it pays a floating interest rate and receives a fixed interest rate in order to increase exposure to interest rate risk. A written swaption of this type becomes more valuable as the reference interest rate decreases relative to the preset interest rate.

The Fund has written swaptions which gives it the obligation, if exercised by the purchaser, to enter into an interest rate swap in which it pays a fixed interest rate and receives a floating interest rate in order to decrease exposure to interest rate risk. A written swaption of this type becomes more valuable as the reference interest rate increases relative to the preset interest rate.

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 issuers and/or indexes of issuers. A written swaption of this type becomes more valuable as the likelihood of a credit event on the reference asset decreases.

The Fund has written swaptions which give it the obligation, if exercised by the purchaser, to buy credit protection through credit default swaps in order to decrease exposure to the credit risk of individual issuers and/or, indexes of issuers. A written swaption of this type becomes more valuable as the likelihood of a credit event on the reference asset increases.

During the year ended December 31, 2014, the Fund had an ending monthly average market value of $1,551,794 and $2,344,530 on purchased and written swaptions, respectively.

Written swaption activity for the year ended December 31, 2014 was as follows:

	Notional Amount				Amount of Premiums
Swaptions outstanding as of December 31, 2013		472,545,000		$		4,075,481
Swaptions written		2,852,942,000				11,744,297
Swaptions closed or expired		(567,387,000	)			(1,882,754	)
Swaptions exercised		(2,693,060,000	)			(13,226,543	)
Swaptions outstanding as of December 31, 2014		65,040,000		$		710,481

Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.

The Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund. For OTC options purchased, the Fund bears the risk of loss of the amount of the premiums paid plus the positive change in market values net of any collateral held by the Fund should the counterparty fail to perform under the contracts. Options written by the Fund do not typically give rise to counterparty credit risk, as options written generally obligate the Fund and not the counterparty to perform.

To reduce counterparty risk with respect to OTC transactions, 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 make (or to have an entitlement to receive) a single net payment in the event of default (close-out netting) for outstanding payables and receivables with respect to certain OTC positions in swaps, options, swaptions, 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, 2014, the Fund has required certain counterparties to post collateral of $17,231,108.

48      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

ISDA master agreements include credit related contingent features which allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event that, for example, the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA master agreements, which would cause the Fund to accelerate payment of any net liability owed to the counterparty.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Consolidated Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

The Fund’s risk of loss from counterparty credit risk on exchange-traded derivatives cleared through a clearinghouse and for centrally cleared swaps is generally considered lower than as compared to OTC derivatives. However, counterparty credit risk exists with respect to initial and variation margin deposited/paid by the Fund that is held in futures commission merchant, broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally cleared swaps.

With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker, futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.

There is the risk that a broker, futures commission merchant or clearinghouse will decline to clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination fee to the executing broker with whom the Fund initially enters into the transaction. Clearinghouses may also be permitted to terminate centrally cleared swaps at any time. The Fund is also subject to the risk that the broker or futures commission merchant will improperly use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment obligations of another customer. In the event of a default by another customer of the broker or futures commission merchant, the Fund might not receive its variation margin payments from the clearinghouse, due to the manner in which variation margin payments are aggregated for all customers of the broker/futures commission merchant.

Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker, futures commission merchant or clearinghouse for exchange-traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or increase the margin amount, in certain circumstances.

Collateral terms are contract specific for OTC derivatives. For derivatives traded under an ISDA master agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund or the counterparty.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Consolidated Statement of Assets and Liabilities as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Consolidated Statement of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold (e.g. $250,000) before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.

The following table presents by counterparty the Fund’s OTC derivative assets net of the related collateral posted for the benefit of the Fund at December 31, 2014:

			Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities
Counterparty	Gross Amount of Assets in the Consolidated Statement of Assets & Liabilities*		Financial Instruments Available for Offset			Financial Instruments Collateral Received**			Cash Collateral Received**			Net Amount
Bank of America NA	$	6,725,951	$	(5,582,021	)	$	(1,017,932	)	$	—		$	125,998
Barclays Bank plc		5,307,623		(3,097,699	)		(2,209,924	)		—			—
BNP Paribas		36,012		(36,012	)		—			—			—
Citibank NA		2,414,527		(403,982	)		(1,128,654	)		—			881,891
Credit Suisse International		1,298,032		—			(1,298,032	)		—			—
Deutsche Bank AG		1,723,447		(850,688	)		—			(553,310	)		319,449
Goldman Sachs Bank USA		5,112,556		(1,147,269	)		(3,409,126	)		—			556,161
Goldman Sachs Group, Inc. (The)		1,762,542		(869,704	)		(712,561	)		—			180,277
HSBC Bank USA NA		74,921		(74,921	)		—			—			—
JPMorgan Chase Bank NA		2,181,589		(2,181,589	)		—			—			—
Morgan Stanley Capital Services, Inc.		7,983,916		(5,395,846	)		(40,034	)		(2,327,242	)		220,794
Nomura Global Financial Products, Inc.		764,809		—			(647,020	)		—			117,789
Toronto Dominion Bank		3,405,606		(310,237	)		(3,095,369	)		—			—
UBS AG		71,129		(71,129	)		—			—			—
	$	38,862,660	$	(20,021,097	)	$	(13,558,652	)	$	(2,880,552	)	$	2,402,359

* OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to centrally cleared swaps and futures are excluded from these reported amounts.

** Reported collateral posted for the benefit of the Fund within this table is limited to the net outstanding amount due from an individual counterparty. The collateral posted for the benefit of the Fund may exceed these amounts.

49      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

The following table presents by counterparty the Fund’s OTC derivative liabilities net of the related collateral pledged by the Fund at December 31, 2014:

				Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities
Counterparty	Gross Amount of Liabilities in the Consolidated Statement of Assets & Liabilities*			Financial Instruments Available for Offset		Financial Instruments Collateral Pledged**		Cash Collateral Pledged**		Net Amount
Bank of America NA	$	(5,582,021	)	$	5,582,021	$	—	$	—	$	—
Barclays Bank plc		(3,097,699	)		3,097,699		—		—		—
BNP Paribas		(59,476	)		36,012		—		—		(23,464	)
Citibank NA		(403,982	)		403,982		—		—		—
Deutsche Bank AG		(850,688	)		850,688		—		—		—
Goldman Sachs Bank USA		(1,147,269	)		1,147,269		—		—		—
Goldman Sachs Group, Inc. (The)		(869,704	)		869,704		—		—		—
HSBC Bank USA NA		(237,895	)		74,921		162,974		—		—
JPMorgan Chase Bank NA		(2,850,377	)		2,181,589		634,514		—		(34,274	)
Morgan Stanley Capital Services, Inc.		(5,395,846	)		5,395,846		—		—		—
Toronto Dominion Bank		(310,237	)		310,237		—		—		—
UBS AG		(1,249,530	)		71,129		1,084,713		—		(93,688	)
	$	(22,054,724	)	$	20,021,097	$	1,882,201	$	—	$	(151,426	)

* OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to centrally cleared swaps and futures are excluded from these reported amounts.

** Reported collateral pledged within this table is limited to the net outstanding amount due from the Fund. The securities pledged as collateral by the Fund as reported on the Consolidated Statements of Investments may exceed these amounts.

The following table presents the valuations of derivative instruments by risk exposure as reported within the Consolidated Statement of Assets and Liabilities as of December 31, 2014:

	Asset Derivatives			Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Consolidated Statement of Assets and Liabilities Location	Value		Consolidated Statement of Assets and Liabilities Location	Value
Credit contracts	Swaps, at value	$	3,088,918	Swaps, at value	$	914,527
Interest rate contracts	Swaps, at value		5,941
Credit contracts	Centrally cleared swaps, at value		620,725
Interest rate contracts	Centrally cleared swaps, at value		11,933	Centrally cleared swaps, at value		796,762
Interest rate contracts	Variation margin receivable		173,568*	Variation margin payable		182,013*
Foreign exchange contracts	Unrealized appreciation on foreign currency exchange contracts		34,067,222	Unrealized depreciation on foreign currency exchange contracts		18,591,763
Foreign exchange contracts				Options written, at value		489,439
Interest rate contracts				Options written, at value		93,421
Interest rate contracts				Swaptions written, at value		1,965,574
Equity contracts	Investments, at value		611,965**
Foreign exchange contracts	Investments, at value		956,418**
Interest rate contracts	Investments, at value		744,161**
Total		$	40,280,851		$	23,033,499

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

** Amounts relate to purchased option contracts and purchased swaption contracts.

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

Amount of Realized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investment from unaffiliated companies (including premiums on options and swaptions exercised)*			Closing and expiration of swaption contracts written		Closing and expiration of option contracts written		Closing and expiration of futures contracts		Foreign currency transactions		Swap contracts			Total
Credit contracts	$	(269,785	)	$	900,953	$	—	$	—	$	—	$	(564,267	)	$	66,901
Foreign exchange contracts		(1,642,548	)		—		822,071		—		24,766,294		609,164			24,554,981
Interest rate contracts		(6,523,788	)		981,801		—		8,959,190		—		(2,205,722	)		1,211,481
Volatility contracts		(1,785,217	)		—		538,800		—		—		—			(1,246,417)
Total	$	(10,221,338	)	$	1,882,754	$	1,360,871	$	8,959,190	$	24,766,294	$	(2,160,825	)	$	24,586,946

* Includes purchased option contracts, purchased swaption contracts, written option contracts exercised and written swaption contracts exercised, if any.

50      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investments*			Option contracts written			Swaption contracts written		Futures contracts		Translation of assets and liabilities denominated in foreign currencies		Swap contracts			Total
Credit contracts	$	91,938		$	—		$	20,867	$	—	$	—	$	1,539,616		$	1,652,421
Equity contracts		185,371			—			—		—		—		—			185,371
Foreign exchange contracts		311,995			(533,137	)		—		—		18,683,092		—			18,461,950
Interest rate contracts		(2,769,397	)		42,883			373,196		3,473,666		—		(1,275,029	)		(154,681	)
Total	$	(2,180,093	)	$	(490,254	)	$	394,063	$	3,473,666	$	18,683,092	$	264,587		$	20,145,061

* Includes purchased option contracts and purchased swaption contracts, if any.

6. 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, 2014						Year Ended December 31, 2013
	Shares			Amount			Shares			Amount
Class Non-Service
Sold		9,006,106		$	48,748,110			20,825,193		$	114,175,644
Dividends and/or distributions reinvested		5,850,421			31,299,751			6,754,607			36,272,242
Redeemed		(41,379,216	)		(222,681,939	)		(21,107,392	)		(116,547,644)
Net increase (decrease)		(26,522,689	)	$	(142,634,078	)		6,472,408		$	33,900,242
Class Service
Sold		11,185,648		$	61,790,733			32,262,956		$	181,229,821
Dividends and/or distributions reinvested		11,624,671			63,703,194			15,286,400			83,922,335
Redeemed		(48,724,577	)		(270,038,823	)		(53,354,375	)		(297,932,376)
Net decrease		(25,914,258	)	$	(144,544,896	)		(5,805,019	)	$	(32,780,220)

7. 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, 2014 were as follows:

	Purchases		Sales
Investment securities		$1,764,624,970		$1,612,655,548
U.S. government and government agency obligations		252,832,753		361,588,303
To Be Announced (TBA) mortgage-related securities		1,348,552,640		1,337,346,996

8. 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
Next $4 billion	0.50
Over $5 billion	0.48

The Manager also provides investment management related services to the Subsidiary. The Subsidiary pays the Manager a monthly management fee at an annual rate according to the above schedule. The Subsidiary also pays certain other expenses including custody and directors’ fees.

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.58% of average annual net assets before any Subsidiary management fees or any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

51      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

8. Fees and Other Transactions with Affiliates (Continued)

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Consolidated Statement of Operations and Consolidated Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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 Consolidated 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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors 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 Consolidated Statement of Operations.

Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; 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, 2014, the manager waived fees and/or reimbursed the Fund $12,241 and $28,028 for Non-Service and Service shares, respectively.

The Manager has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee it receives from the Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary and may not be terminated unless approved by the Fund’s Board of Trustees. During the year ended December 31, 2014, the Manager waived $10,225.

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, Oppenheimer Ultra-Short Duration Fund and the Master Funds. During the year ended December 31, 2014, the Manager waived fees and/or reimbursed the Fund $768,517 for management fees.

These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

9. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

52      OPPENHEIMER GLOBAL STRATEGIC 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 consolidated statement of assets and liabilities of Oppenheimer Global Strategic Income Fund/VA (a separate series of Oppenheimer Variable Account Funds) and subsidiary, including the consolidated statement of investments, as of December 31, 2014, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the years in the two-year period then ended, and the consolidated financial highlights for each of the years in the five-year period then ended. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audits.

We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Global Strategic Income Fund/VA and subsidiary as of December 31, 2014, the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the consolidated financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 19, 2015

53      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 0.22% to arrive at the amount eligible for the corporate dividend-received deduction.

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.

54      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio managers and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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, Sara Zervos and Jack Brown, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund, 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 multisector bond funds underlying variable insurance products. The Board considered that the Fund underperformed its category median during the one-, three-, five- and ten-year periods. The Board took into account the Manager’s assertion that the Fund has underperformed its performance category due to several asset allocation decisions relative to peer funds, including the Fund’s large relative position in emerging market debt over the last three years, a period of poor performance in emerging markets, and the Fund’s low average weighting in domestic high yield during a period where domestic high yield was a very strong performer in the fixed income universe. The Board further considered the Manager’s statement that based on the macro environment and underlying fundamentals, it will continue to favor credit, high real yields and emerging markets in managing the Fund’s investments. The Board noted the Manager’s assertion that the Fund is currently long credit, short duration, and underweight currencies with a focus on delivering a robust stream of income in a rising rate environment.

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 noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other multisector bond 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 to those of retail 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 total expenses, after waivers, were lower than its peer group median and category median. The Board also considered that the Fund’s contractual management fee was lower than its peer group median and category median. Within the total asset range of $2 billion to $5 billion, the Fund’s effective management fee rate was lower than its peer group median and category median. The Board noted that the Manager has voluntarily agreed 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. This voluntary expense limitation may be amended or withdrawn at any time without prior notice to shareholders.

55      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

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. The Board further noted that on November 1, 2013, an additional fee breakpoint of 0.48% for assets in excess of $5 billion was added to the Fund’s breakpoint schedule.

Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates. The Board also considered that the Managers 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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

56      OPPENHEIMER GLOBAL STRATEGIC INCOME 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 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.

57      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees (since 2013) and Trustee (since 1996) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 1993) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2012) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth:1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

58      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

F. William Marshall, Jr., Trustee (since 2000) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth:1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Mata, Memani, Steinmetz, Gabinet, Mss. Zervos, Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Brown 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.

59      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

Michael Mata, Vice President (since 2014) Year of Birth: 1963	Senior Vice President of the Sub-Adviser and the Head of Multi-Sector Fixed Income (since July 2014). Portfolio manager with ING Investment Management and Head of Multi-Sector Fixed-Income (August 2004-December 2013), managing the Global Bond and Core Plus strategies and the macro and quantitative research teams, along with the emerging markets sovereign team. Senior Vice President and Senior Risk Manager at Putnam Investments (March 2000-August 2004) and a Vice President and Risk Manager for Fixed Income Trading at Lehman Brothers (September 1994-March 2000). A portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
Krishna Memani, Vice President (since 2009) Year of Birth: 1960	President of the Sub-Adviser (since January 2013); Executive Vice President of the Manager (since January 2014) and Chief Investment Officer of the OppenheimerFunds advisory entities (since January 2014). Chief Investment Officer, Fixed Income of the Sub-Adviser (January 2013-December 2013); Head of the Investment Grade Fixed Income Team of the Sub-Adviser (March 2009-January 2014); Director of Fixed Income of the Sub-Adviser (October 2010-December 2012); Senior Vice President of the Sub-Adviser (March 2009-December 2012) and Senior Vice President of OFI Global Institutional, Inc. (April 2009-December 2012). 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 an officer of other portfolios in the OppenheimerFunds complex.
Sara J. Zervos, Ph.D. Vice President (since 2010) Year of Birth: 1969	Senior Vice President of the Sub-Adviser (since January 2011); Head of the Global Debt Team (since October 2010) and the team’s Director of International Research. Ms. Zervos serves on the Board of the Emerging Market Trade Association (EMTA) (since January 2014) and is a member of the Federal Reserve Bank of New York Foreign Exchange Committee (since January 2014). Vice President of the Sub-Adviser (April 2008-December 2010). Portfolio manager with Sailfish Capital Management (May 2007-February 2008) and a portfolio manager for emerging market debt at Dillon Read Capital Management and OTA Asset Management (June 2004-April 2007). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Jack Brown, Vice President (since 2013) Year of Birth: 1973	Vice President of the Sub-Adviser (since May 2009) and was a senior analyst for the High Yield Corporate Debt team (from 2000-2012). He joined the Sub-Adviser (in 1995) and has held numerous positions including fixed income liaison, analyst and senior analyst. A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.

60      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959 Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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 1.800.988.8287.

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62      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

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63      OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and	OFI Global Asset Management, Inc.
Shareholder
Servicing Agent
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent	KPMG LLP
Registered Public
Accounting Firm
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

PORTFOLIO MANAGER: Michael S. Levine, CFA

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception Date	1-Year			5-Year			10-Year
Non-Service Shares	1/2/03		11.08	%		13.43	%		8.28	%
Service Shares	9/18/06		10.73			12.06			5.38	*
Russell 1000 Value Index			13.45			15.42			7.30
S&P 500 Index			13.69			15.45			7.67

*Shows performance since inception.

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

TOP TEN COMMON STOCK HOLDINGS

Citigroup, Inc.	4.5	%
JPMorgan Chase & Co.	4.1
Chevron Corp.	2.6
Apple, Inc.	2.5
Assured Guaranty Ltd.	2.4
Ford Motor Co.	2.4
MetLife, Inc.	2.4
Kinder Morgan, Inc.	2.3
General Motors Co.	2.3
Best Buy Co., Inc.	2.2

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

SECTOR ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of common stocks.

2      OPPENHEIMER EQUITY INCOME FUND/VA

Fund Performance Discussion

The Fund’s Non-Service shares produced a return of 11.08% during the reporting period, underperforming the Russell 1000 Value Index (the “Index”), which returned 13.45% during the same period. The Fund’s underperformance stemmed primarily from less favorable stock selection in the financials and consumer discretionary sectors, and an underweight position in the health care sector. The Fund outperformed the Index in the telecommunication services, information technology, industrials and consumer staples sectors due to stronger relative stock selection.

MARKET OVERVIEW

Domestic equities were among the top performing asset classes in 2014, outperforming foreign equities, including those domiciled in Europe, Japan and emerging markets. In the U.S., the Federal Reserve (the “Fed”) began tapering its most recent quantitative easing (“QE”) program in January 2014 and completed the process at the end of October, thereby ending the program’s purchases. The Fed reduced its monthly bond purchases in steady $10 billion increments, which helped reduce market volatility and enabled investors to prepare for a post-QE market environment. Although data in the U.S. softened for the first quarter, partially attributed to cold weather effects across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and an estimated 5.0%, respectively.

Outside of the U.S., the positive data points that had emerged in Europe in 2013 and early 2014 largely reversed themselves later in the reporting period and the European Central Bank (the “ECB”) came under even greater pressure to provide a credible plan to boost growth and avoid deflation. In response, the ECB adopted a number of policies designed to stimulate growth. In Japan, which has been mired in economic weakness for years, the Abe administration has adopted even more aggressive economic policies with the Bank of Japan (the “BoJ”) executing a massive QE program. However, the results have not been particularly impressive, with that economy slipping back into recession in the third quarter of 2014 following the consumption tax increase. Emerging markets’ economic growth was mixed, as certain regions such as Eastern Europe and the Middle East remained burdened by geopolitical turmoil. Many commodity producing emerging market economies also struggled as prices for most commodities fell. Countries such as India and Indonesia have benefited from business-friendly new administrations.

TOP INDIVIDUAL CONTRIBUTORS

Top performing holdings for the Fund this reporting period included Apple, Inc., United Airlines, Inc. and CenturyLink, Inc. Apple rallied after iPhone sales came in higher than analysts anticipated and the company announced a 7-for-1 stock split and increased both its dividend and share repurchases. In addition, the introduction of two new iPhones, and the upcoming introduction of a new Apple Watch product, resulted in strong performance. United Airlines and the airline industry in general benefited as the industry has consolidated and the major players (United Airlines, Delta Air Lines and American Airlines) are focusing on profitability instead of growth. In addition, airlines benefited from the low cost of jet fuel, driven by falling oil prices. CenturyLink is a leading RLEC, or regional local exchange company (also known as a local telephone company). Most RLEC’s have high dividend yields and the group has performed well as interest rates continue to remain low. Also, Windstream, another RLEC, announced plans to form a real estate investment trust (“REIT”) during the reporting period. This drove strength in the name as the tax benefits of the REIT structure should result in a lower cost of capital.

TOP INDIVIDUAL DETRACTORS

Top detractors this reporting period included General Cable Corp., Ensco plc and General Motors Co. (“GM”). General Cable is a leading manufacturer and distributor of copper wire and cable for the telecom and utility industries. Inconsistent results and weak copper prices have driven the stock and convertible bond lower during the past few months. The company has initiated a restructuring program to reduce costs and we believe that pent up demand for utility spending should materialize in the near future. Ensco is a leading drilling company with a large presence in the Gulf of Mexico. Commodity weakness along with new supply has weakened pricing on new drilling contracts. While we expect this pricing weakness to continue, we believe that Ensco remains an attractive long-term play on energy demand. Ensco has a very attractive dividend which we believe is sustainable through the soft market. Auto stocks, such as GM, suffered over the first quarter of 2014 as investors became concerned that the sales momentum from last year would not be sustained. GM was also negatively impacted by recalls announced during the reporting period, as they hurt both the consumer’s perception of manufacturing quality and the company’s profitability. While GM’s recall may negatively impact the short-term outlook, longer term we believe the company can regain its sales momentum. We also remain positive on the outlook for autos in general because we expect pent-up demand to continue to drive sales higher.

3      OPPENHEIMER EQUITY INCOME FUND/VA

STRATEGY & OUTLOOK

The Fund invests primarily in the common stocks of large, dividend-paying companies, but may also own income-oriented investments such as preferred shares, convertible bonds and other types of fixed income securities. Through intensive fundamental research and the careful management of portfolio risks, the Fund aims to deliver strong returns compared to its peers.

While we were surprised by the extent of the market weakness over the second half of 2014, we remain optimistic about the market as we enter 2015. While Europe’s weakness is a concern, we believe the strength in the U.S. economy can continue to improve, driven by low interest rates, easy monetary policy, strong corporate balance sheets and profitability, and better consumer balance sheets. We believe corporate earnings should continue to improve and dividends should continue to increase in line with earnings. We expect interest rates to ultimately begin to move higher, which can result in flat to negative returns for most fixed income asset classes and make equities look even more appealing. Wildcards remain, including commodity prices and geopolitical risk, but overall our outlook for equities remains constructive at period end.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. or its affiliates.

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.

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, 2014. 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 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 and the S&P 500 Index. The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values. The S&P 500 Index is a capitalization-weighted index of 500 stocks intended to be a representative sample of leading companies in leading industries within the U.S. economy. The indices are unmanaged and cannot be purchased directly by investors. 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 comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

4      OPPENHEIMER EQUITY INCOME FUND/VA

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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 EQUITY INCOME FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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.

Actual	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During 6 Months Ended December 31, 2014
Non-Service shares	$	1,000.00	$	1,024.60	$	4.09
Service shares		1,000.00		1,022.70		5.37
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

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares		0.80%
Service shares		1.05

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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 EQUITY INCOME FUND/VA

STATEMENT OF INVESTMENTS December 31, 2014

	Shares		Value
Common Stocks—83.3%
Consumer Discretionary—15.2%
Auto Components—2.3%
American Axle & Manufacturing Holdings, Inc.1		2,200		$     49,698
Lear Corp.		2,200		215,776
				265,474
Automobiles—4.6%
Ford Motor Co.		17,500		271,250
General Motors Co.		7,525		262,698
				533,948
Household Durables—1.9%
MDC Holdings, Inc.		4,725		125,071
Standard Pacific Corp.1		12,450		90,760
				215,831
Media—1.3%
Comcast Corp., Cl. A		75		4,351
Time Warner Cable, Inc.		920		139,895
				144,246
Multiline Retail—1.8%
J.C. Penney Co., Inc.1		3,113		20,172
Kohl’s Corp.		1,800		109,872
Target Corp.		1,000		75,910
				205,954
Specialty Retail—3.3%
Best Buy Co., Inc.		6,500		253,370
Foot Locker, Inc.		1,975		110,955
Staples, Inc.		875		15,855
				380,180
Consumer Staples—2.6%
Beverages—0.5%
Molson Coors Brewing Co., Cl. B		600		44,712
PepsiCo, Inc.		110		10,402
				55,114
Food & Staples Retailing—0.6%
Walgreens Boots Alliance, Inc.1		1,000		76,200
Food Products—0.9%
Archer-Daniels-Midland Co.		100		5,200
ConAgra Foods, Inc.		1,150		41,722
Pinnacle Foods, Inc.		1,625		57,362
				104,284
Tobacco—0.6%
Philip Morris International, Inc.		850		69,232
Energy—10.7%
Energy Equipment & Services—1.3%
Baker Hughes, Inc.		1,110		62,238
Ensco plc, Cl. A		2,250		67,387
Halliburton Co.		585		23,008
				152,633
Oil, Gas & Consumable Fuels—9.4%
Apache Corp.		1,000		62,670
BP plc, Sponsored ADR		2,715		103,496
Chevron Corp.		2,700		302,886
Exxon Mobil Corp.		500		46,225
Kinder Morgan, Inc.		6,341		268,288
Marathon Oil Corp.		1,525		43,142
Royal Dutch Shell plc, Cl. A, Sponsored ADR		1,765		118,167
Williams Cos., Inc. (The)		2,965		133,247
				1,078,121
Financials—25.5%
Capital Markets—4.2%
Apollo Global Management LLC, Cl. A		550		12,969

	Shares		Value
Capital Markets (Continued)
Credit Suisse Group AG, Sponsored ADR1		1,100	$	27,588
Goldman Sachs Group, Inc. (The)		925		179,293
KKR & Co. LP		4,575		106,186
Morgan Stanley		3,900		151,320
				477,356
Commercial Banks—10.9%
Banco Bilbao Vizcaya Argentaria SA, Sponsored ADR		2,575		24,179
Bank of America Corp.		2,675		47,856
CIT Group, Inc.		900		43,047
Citigroup, Inc.		9,525		515,398
JPMorgan Chase & Co.		7,525		470,914
M&T Bank Corp.		50		6,281
Wells Fargo & Co.		2,750		150,755
				1,258,430
Insurance—6.2%
American International Group, Inc.		800		44,808
Assured Guaranty Ltd.		10,525		273,545
Genworth Financial, Inc., Cl. A1		3,175		26,987
MBIA, Inc.1		1,075		10,256
MetLife, Inc.		5,000		270,450
XL Group plc, Cl. A		2,585		88,846
				714,892
Real Estate Investment Trusts (REITs)—3.9%
Apollo Commercial Real Estate Finance, Inc.		4,000		65,440
Ashford Hospitality Trust, Inc.		3,675		38,514
Blackstone Mortgage Trust, Inc., Cl. A		1,050		30,597
Colony Financial, Inc.		5,250		125,055
Starwood Property Trust, Inc.		5,550		128,982
Two Harbors Investment Corp.		5,650		56,613
				445,201
Thrifts & Mortgage Finance—0.3%
MGIC Investment Corp.1		2,450		22,834
Radian Group, Inc.		710		11,871
				34,705
Health Care—7.8%
Health Care Equipment & Supplies—1.5%
Baxter International, Inc.		775		56,800
Covidien plc		600		61,368
Medtronic, Inc.		780		56,316
				174,484
Health Care Providers & Services—0.6%
UnitedHealth Group, Inc.		725		73,290
Pharmaceuticals—5.7%
AbbVie, Inc.		275		17,996
GlaxoSmithKline plc, Sponsored ADR		1,900		81,206
Merck & Co., Inc.		3,625		205,864
Pfizer, Inc.		6,950		216,492
Roche Holding AG, Sponsored ADR		1,400		47,586
Teva Pharmaceutical Industries Ltd., Sponsored ADR		1,425		81,952
				651,096
Industrials—3.5%
Aerospace & Defense—0.5%
Boeing Co. (The)		110		14,298
Textron, Inc.		1,000		42,110
				56,408
Commercial Services & Supplies—0.8%
R.R. Donnelley & Sons Co.		5,375		90,327
Electrical Equipment—0.3%
General Cable Corp.		2,050		30,545

7      OPPENHEIMER EQUITY INCOME FUND/VA

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Industrial Conglomerates—0.9%
General Electric Co.		4,250	$	107,397
Machinery—0.5%
Navistar International Corp.1		1,648		55,175
Marine—0.2%
Costamare, Inc.		1,250		22,013
Road & Rail—0.3%
CSX Corp.		1,000		36,230
Information Technology—6.1%
Communications Equipment—1.4%
Cisco Systems, Inc.		3,000		83,445
QUALCOMM, Inc.		1,000		74,330
				157,775
Internet Software & Services—0.1%
Google, Inc., Cl. C1		25		13,160
Semiconductors & Semiconductor Equipment—0.3%
Maxim Integrated Products, Inc.		250		7,968
Micron Technology, Inc.1		720		25,207
				33,175
Software—1.5%
CA, Inc.		250		7,612
Microsoft Corp.		3,500		162,575
				170,187
Technology Hardware, Storage & Peripherals—2.8%
Apple, Inc.		2,625		289,747
EMC Corp.		590		17,547
Seagate Technology plc		325		21,613
				328,907
Materials—4.0%
Chemicals—1.1%
LyondellBasell Industries NV, Cl. A		875		69,466
Mosaic Co. (The)		550		25,108
Potash Corp. of Saskatchewan, Inc.		875		30,905
				125,479
Metals & Mining—0.8%
Allegheny Technologies, Inc.		1,125		39,116
Freeport-McMoRan, Inc.		2,000		46,720
				85,836
Paper & Forest Products—2.1%
Domtar Corp.		2,625		105,578
International Paper Co.		1,695		90,818
Louisiana-Pacific Corp.1		3,045		50,425
				246,821
Telecommunication Services—5.1%
Diversified Telecommunication Services—4.6%
AT&T, Inc.		4,000		134,360
CenturyLink, Inc.		3,800		150,404
Verizon Communications, Inc.		3,375		157,883
Windstream Holdings, Inc.		11,375		93,730
				536,377
Wireless Telecommunication Services—0.5%
Telephone & Data Systems, Inc.		2,125		53,656
Utilities—2.8%
Electric Utilities—2.5%
American Electric Power Co., Inc.		1,325		80,454
Edison International		825		54,021
Exelon Corp.		400		14,832
FirstEnergy Corp.		1,650		64,333

	Shares		Value
Electric Utilities (Continued)
PPL Corp.		2,050	$	74,477
				288,117
Independent Power and Renewable Electricity Producers—0.3%
NRG Energy, Inc.		1,365		36,787
Total Common Stocks (Cost $8,360,686)				9,585,043
Preferred Stocks—3.2%
Alcoa, Inc., 5.375% Cv., Non-Vtg.		335		16,900
American Homes 4 Rent, 5% Cum., Series A, Non-Vtg.		1,000		24,680
American Homes 4 Rent, 5% Cum., Series B, Non-Vtg.		1,300		32,058
Beazer Homes USA, Inc., 7.50% Cv.		3,100		92,070
Dominion Resources, Inc., 6.375% Cv.		275		14,303
Exelon Corp., 6.50% Cv.		140		7,350
iStar Financial, Inc., 4.50% Cv., Non-Vtg.		1,540		91,430
Post Holdings, Inc., 2.50% Cv.2		265		22,343
Post Holdings, Inc., 5.25% Cv.		800		70,816
Total Preferred Stocks (Cost $369,215)				371,950
	Units
Rights, Warrants and Certificates—0.3%
General Motors Co. Wts., Strike Price $18.33, Exp. 7/10/191		525		8,993
Kinder Morgan, Inc. Wts., Strike Price $40, Exp. 5/25/171		5,075		21,620
Total Rights, Warrants and Certificates (Cost $26,445)				30,613
	Principal Amount
Non-Convertible Corporate Bonds and Notes—0.6%
J.C. Penney Corp., Inc., 5.65% Sr. Unsec. Nts., 6/1/20	$	32,000		24,960
MBIA Insurance Corp., 11.491% Sub. Nts., 1/15/332,3		65,000		39,650
Total Non-Convertible Corporate Bonds and Notes (Cost $73,239)				64,610
Convertible Corporate Bonds and Notes—8.4%
General Cable Corp., 4.50% Cv. Unsec. Sub. Nts., 11/15/294		125,000		90,703
iStar Financial, Inc., 3% Cv. Sr. Unsec. Nts., 11/15/16		60,000		76,012
MGIC Investment Corp.:
5.00% Cv. Sr. Unsec. Nts., 5/1/17		50,000		56,406
9.00% Cv. Jr. Sub. Nts., 4/1/632		185,000		238,881
Micron Technology, Inc., 3% Cv. Sr. Unsec. Nts., 11/15/43		78,000		103,009
Navistar International Corp.:
4.50% Cv. Sr. Sub. Nts., 10/15/18		85,000		80,556
4.75% Cv. Sr. Sub. Nts., 4/15/192		35,000		33,644
Peabody Energy Corp., 4.75% Cv. Jr. Sub. Nts., 12/15/41		95,000		50,350
Radian Group, Inc., 2.25% Cv. Sr. Unsec. Nts., 3/1/19		62,000		100,014
United Airlines, Inc., 4.50% Cv. Sr. Unsec. Nts., 1/15/15		40,000		140,275
Total Convertible Corporate Bonds and Notes (Cost $860,084)				969,850
	Shares
Structured Securities—3.5%
Bank of America Corp., Teva Pharmaceutical Industries Ltd. Equity Linked Nts., 2/4/15 2		505		29,501
Barclays Bank plc, Radian Group, Inc. Yield Enhanced Equity Linked Debt Securities, 5/26/15		1,491		24,953

8      OPPENHEIMER EQUITY INCOME FUND/VA

	Shares		Value
Structured Securities (Continued)
Citigroup, Inc., Apple, Inc. Equity Linked Nts., 3/30/15 2		245	$	26,543
Citigroup, Inc., J.C. Penney Co., Inc. Equity Linked Nts., 6/2/15 2		2,587		17,290
Credit Suisse AG (New York Branch), Apple, Inc. Equity Linked Nts., 3/11/15		151		16,326
Credit Suisse AG (New York Branch), Louisiana-Pacific Corp. Equity Linked Nts., 5/1/15		1,053		16,725
Credit Suisse AG (New York Branch), MBIA, Inc. Equity Linked Nts., 6/3/15		2,468		23,972
Credit Suisse AG (New York Branch), Rite Aid Corp. Equity Linked Nts., 3/25/15		4,817		28,897
Deutsche Bank AG (London Branch), American Axle & Manufacturing Holdings, Inc. Equity Linked Nts., 3/11/15 2		1,375		28,993
Goldman Sachs Group, Inc. (The), Apple, Inc. Equity Linked Nts., 2/27/15 2		495		53,754
Goldman Sachs Group, Inc. (The), Louisiana-Pacific Corp. Equity Linked Nts., 2/4/15 2		1,042		16,977
Goldman Sachs Group, Inc. (The), MBIA, Inc. Equity Linked Nts., 2/4/15 2		1,420		13,685
Goldman Sachs Group, Inc. (The), MBIA, Inc. Equity Linked Nts., 5/18/15 2		2,457		23,713
Goldman Sachs Group, Inc. (The), MBIA, Inc. Equity Linked Nts., 1/2/15 2		1,266		12,358

	Shares		Value
Structured Securities (Continued)
Goldman Sachs Group, Inc. (The), Standard Pacific Corp. Equity Linked Nts., 3/9/15 2		3,000	$	22,148
Morgan Stanley, Rite Aid Corp. Equity Linked Nts., 6/15/15 2		4,437		28,855
Wells Fargo & Co., Navistar International Corp. Equity Linked Nts., 3/9/15 2		633		21,395
Total Structured Securities (Cost $396,100)				406,085
Investment Company—0.8%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%5,6 (Cost $96,193)		96,193		96,193

	Exercise Price		Expiration Date		Contracts
Exchange-Traded Option Purchased—0.0%
Merck & Co., Inc. Put1 (Cost $153)		USD 55.000		1/17/15		USD    4		116
Total Investments, at Value (Cost $10,182,115)						100.1	%	11,524,460
Net Other Assets (Liabilities)						(0.1	)	(16,865	)
Net Assets						100.0	% $	11,507,595

Footnotes to Statement of Investments

1. Non-income producing 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 $629,730 or 5.47% of the Fund’s net assets as of December 31, 2014.

3. This security is not accruing income because the issuer has missed an interest payment on it and/or is not anticipated to make future interest and or principal payments. The rate shown is the original contractual interest rate. See Note 4 of the accompanying Notes.

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

5. Rate shown is the 7-day yield as of December 31, 2014.

6. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross Additions		Gross Reductions		Shares December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		59,001		3,024,056		2,986,864		96,193
					Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E					$	96,193	$	79

Exchange-Traded Options Written at December 31, 2014
Description		Exercise Price		Expiration Date			Number of Contracts			Premiums Received		Value
American Airlines Group Put	USD		45.000		1/17/15	USD		(4	)	$	477	$	(56	)
Best Buy, Inc. Call	USD		40.000		1/17/15	USD		(5	)		599		(800	)
Best Buy, Inc. Put	USD		32.000		1/17/15	USD		(4	)		257		(100	)
Covidien plc Put	USD		97.500		1/17/15	USD		(3	)		863		(405	)
CXS Corp. Call	USD		37.000		1/17/15	USD		(10	)		898		(610	)
Ensco plc Call	USD		32.000		1/17/15	USD		(4	)		256		(200	)
Genworth Financial, Inc. Put	USD		9.000		1/17/15	USD		(6	)		690		(405	)
International Paper Co. Call	USD		52.500		1/17/15	USD		(5	)		1,090		(1,000	)
MBIA, Inc. Put	USD		11.000		1/17/15	USD		(5	)		420		(695	)
MBIA, Inc. Put	USD		10.000		1/17/15	USD		(10	)		1,599		(430	)
Walgreen Co. Call	USD		75.000		1/17/15	USD		(4	)		296		(872	)
Total of Exchange-Traded Options Written										$	7,445	$	(5,573	)

See accompanying Notes to Financial Statements.

9      OPPENHEIMER EQUITY INCOME FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $10,085,922)	$	11,428,267
Affiliated companies (cost $96,193)		96,193
		11,524,460
Cash		1,942
Receivables and other assets:
Interest and dividends		30,594
Shares of beneficial interest sold		20,515
Investments sold		3,826
Other		10,780
Total assets		11,592,117
Liabilities
Options written, at value (premiums received $7,445)		5,573
Payables and other liabilities:
Investments purchased		40,218
Legal, auditing and other professional fees		18,857
Trustees’ compensation		9,876
Shareholder communications		4,986
Distribution and service plan fees		2,376
Shares of beneficial interest redeemed		2,224
Other		412
Total liabilities		84,522
Net Assets	$	11,507,595
Composition of Net Assets
Par value of shares of beneficial interest	$	802
Additional paid-in capital		9,261,766
Accumulated net investment income		217,214
Accumulated net realized gain on investments		683,596
Net unrealized appreciation on investments		1,344,217
Net Assets	$	11,507,595
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 $301,429 and 24,939 shares of beneficial interest outstanding)		$12.09
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $11,206,166 and 776,565 shares of beneficial interest outstanding)		$14.43

See accompanying Notes to Financial Statements.

10      OPPENHEIMER EQUITY INCOME FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $1,693)	$	323,879
Affiliated companies		79
Total investment income		323,958
Expenses
Management fees		84,397
Distribution and service plan fees - Service shares		27,480
Transfer and shareholder servicing agent fees:
Non-Service shares		265
Service shares		10,988
Shareholder communications:
Non-Service shares		321
Service shares		13,409
Custodian fees and expenses		1,374
Trustees’ compensation		9,602
Legal, auditing and other professional fees		36,437
Other		3,512
Total expenses		187,785
Less waivers and reimbursements of expenses		(70,288)
Net expenses		117,497
Net Investment Income		206,461
Realized and Unrealized Gain (Loss)
Net realized gain on:
Investments from unaffiliated companies (including premiums on written options exercised)		790,255
Closing and expiration of option contracts written		87,066
Net realized gain		877,321
Net change in unrealized appreciation/depreciation on:
Investments		81,022
Option contracts written		(2,856)
Net change in unrealized appreciation/depreciation		78,166
Net Increase in Net Assets Resulting from Operations	$	1,161,948

See accompanying Notes to Financial Statements.

11      OPPENHEIMER EQUITY INCOME FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014			Year Ended December 31, 2013
Operations
Net investment income	$	206,461		$	155,694
Net realized gain		877,321			1,528,329
Net change in unrealized appreciation/depreciation		78,166			491,763
Net increase in net assets resulting from operations		1,161,948			2,175,786
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(4,861	)		(2,605)
Service shares		(162,231	)		(91,168)
		(167,092	)		(93,773)
Distributions from net realized gain:
Non-Service shares		(12,986	)		—
Service shares		(451,817	)		—
		(464,803	)		—
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		64,450			26,808
Service shares		(175,637	)		1,928,572
		(111,187	)		1,955,380
Net Assets
Total increase		418,866			4,037,393
Beginning of period		11,088,729			7,051,336
End of period (including accumulated net investment income of $217,214 and $148,523, respectively)	$	11,507,595		$	11,088,729

See accompanying Notes to Financial Statements.

12      OPPENHEIMER EQUITY INCOME FUND/VA

FINANCIAL HIGHLIGHTS

Non-Service Shares	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 30, 20111			Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	11.64		$	9.15		$	8.00		$	8.49		$	7.22
Income (loss) from investment operations:
Net investment income2		0.25			0.21			0.16			0.15			0.11
Net realized and unrealized gain (loss)		1.01			2.42			1.11			(0.56	)		1.24
Total from investment operations		1.26			2.63			1.27			(0.41	)		1.35
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.22	)		(0.14	)		(0.12	)		(0.08	)		(0.08)
Distributions from net realized gain		(0.59	)		0.00			0.00			0.00			0.00
Total dividends and/or distributions to shareholders		(0.81	)		(0.14	)		(0.12	)		(0.08	)		(0.08)
Net asset value, end of period	$	12.09		$	11.64		$	9.15		$	8.00		$	8.49
Total Return, at Net Asset Value3		11.08	%		28.93	%		16.08	%		(4.93	)%		18.85%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	302		$	227		$	154		$	104		$	92
Average net assets (in thousands)	$	266		$	195		$	132		$	101		$	57
Ratios to average net assets:4
Net investment income		2.08%			2.00%			1.82%			1.78%			1.46%
Total expenses5		1.42%			1.64%			1.75%			1.83%			2.05%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.80%			0.80%			0.80%			0.80%			0.57%
Portfolio turnover rate		40%			159%			87%			86%			109%

1. December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1.42	%
Year Ended December 31, 2013	1.64	%
Year Ended December 31, 2012	1.75	%
Year Ended December 30, 2011	1.83	%
Year Ended December 31, 2010	2.05	%

See accompanying Notes to Financial Statements.

13      OPPENHEIMER EQUITY INCOME FUND/VA

FINANCIAL HIGHLIGHTS Continued

Service Shares	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 30, 20111			Year Ended December 31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	13.78		$	10.83		$	9.69		$	10.23		$	8.99
Income (loss) from investment operations:
Net investment income2		0.26			0.22			0.13			0.11			0.08
Net realized and unrealized gain (loss)		1.19			2.87			1.13			(0.56	)		1.24
Total from investment operations		1.45			3.09			1.26			(0.45	)		1.32
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.21	)		(0.14	)		(0.12	)		(0.09	)		(0.08)
Distributions from net realized gain		(0.59	)		0.00			0.00			0.00			0.00
Total dividends and/or distributions to shareholders		(0.80	)		(0.14	)		(0 .12	)		(0.09	)		(0.08)
Net asset value, end of period	$	14.43		$	13.78		$	10.83		$	9.69		$	10.23
Total Return, at Net Asset Value3		10.73	%		28.70	%		13.09	%		(4.48	)%		14.81%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	11,206		$	10,862		$	6,897		$	6,885		$	7,311
Average net assets (in thousands)	$	11,020		$	8,549		$	7,095		$	7,449		$	7,008
Ratios to average net assets:4
Net investment income		1.82%			1.78%			1.26%			1.08%			0.85%
Total expenses5		1.67%			1.89%			1.93%			1.90%			2.08%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.05%			1.05%			1.04%			1.05%			0.93%
Portfolio turnover rate		40%			159%			87%			86%			109%

1. December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1.67	%
Year Ended December 31, 2013	1.89	%
Year Ended December 31, 2012	1.93	%
Year Ended December 30, 2011	1.90	%
Year Ended December 31, 2010	2.08	%

See accompanying Notes to Financial Statements.

14      OPPENHEIMER EQUITY INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Equity Income Fund/VA (the “Fund”), a separate series of Oppenheimer Variable Account Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

    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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

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 New York Stock Exchange (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.

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.

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.

15      OPPENHEIMER EQUITY INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

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.

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$632,456		$425,405		$—		$1,207,724

1. During the fiscal year ended December 31, 2014, the Fund did not utilize any capital loss carryforward.

2. During the fiscal year ended December 31, 2013, the Fund utilized $973,499 of capital loss carryforward to offset capital gains realized in that fiscal year.

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Increase to Accumulated Net Investment Income		Reduction to Accumulated Net Realized Gain on Investments3
$83,593		$29,322		$112,915

3. $83,543 including $46,266 of long-term capital gain, was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended December 31, 2014		Year Ended December 31, 2013
Distributions paid from:
Ordinary income	$	167,092	$	93,773
Long-term capital gain		464,803		—
Total	$	631,895	$	93,773

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, 2014 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	$	10,318,608
Federal tax cost of other investments		(7,445	)
Total federal tax cost	$	10,311,163
Gross unrealized appreciation	$	1,560,556
Gross unrealized depreciation		(352,832	)
Net unrealized appreciation	$	1,207,724

Use of Estimates. 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.

3. 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.

16      OPPENHEIMER EQUITY INCOME FUND/VA

3. Securities Valuation (Continued)

    The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

    The following methodologies are used to determine the market value or the fair value of the types of securities described below:

    Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

    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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

    Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

    Structured securities, swaps, swaptions, and other over-the-counter derivatives are valued utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Structured securities	Relevant market information such as the price of underlying financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, or the occurrence of other specific events.
Swaps	Relevant market information, including underlying reference assets such as credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures, and forward currency rates.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

17      OPPENHEIMER EQUITY INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

    To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs			Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	1,745,633	$	—		$	—	$	1,745,633
Consumer Staples		304,830		—			—		304,830
Energy		1,230,754		—			—		1,230,754
Financials		2,930,584		—			—		2,930,584
Health Care		898,870		—			—		898,870
Industrials		398,095		—			—		398,095
Information Technology		703,204		—			—		703,204
Materials		458,136		—			—		458,136
Telecommunication Services		590,033		—			—		590,033
Utilities		324,904		—			—		324,904
Preferred Stocks		187,361		184,589			—		371,950
Rights, Warrants and Certificates		30,613		—			—		30,613
Non-Convertible Corporate Bonds and Notes		—		64,610			—		64,610
Convertible Corporate Bonds and Notes		—		969,850			—		969,850
Structured Securities		—		406,085			—		406,085
Investment Company		96,193		—			—		96,193
Exchange-Traded Option Purchased		116		—			—		116
Total Assets	$	9,899,326	$	1,625,134		$	—	$	11,524,460
Liabilities Table
Other Financial Instruments:
Options written, at value	$	—	$	(5,573	)	$	—	$	(5,573)
Total Liabilities	$	—	$	(5,573	)	$	—	$	(5,573)

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

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

18      OPPENHEIMER EQUITY INCOME FUND/VA

4. Investments and Risks (Continued)

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.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets.

    The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

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 that have missed an interest payment, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently miss an interest payment. Information concerning securities not accruing interest as of December 31, 2014 is as follows:

Cost	$	48,687
Market Value	$	39,650
Market value as % of Net Assets		0.34%

5. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance 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. These instruments 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. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

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:

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.

    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 due to unanticipated changes in the market risk factors and the overall market. 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. 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. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

    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.

19      OPPENHEIMER EQUITY INCOME 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 and associated risks during the period are discussed in further detail, by derivative type, below.

Option Activity

The Fund may buy and sell put and call options, or write put and call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security, currency or other underlying financial instrument at a fixed price, upon exercise of the option.

    Options can be traded through an exchange or through a privately negotiated arrangement with a dealer in an OTC transaction. Options traded through an exchange are generally cleared through a clearinghouse (such as The Options Clearing Corporation). 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.

    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.

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

    During the year ended December 31, 2014, the Fund had an ending monthly average market value of $402 on purchased put options.

    Options written, if any, are reported in a schedule following the Statement of Investments and as a liability in the Statement of Assets and Liabilities. Securities held in collateral accounts to cover potential obligations with respect to outstanding written options are noted in the Statement of Investments.

    The risk in writing a call option is that the market price of the security increases and if the option is exercised, the Fund must either purchase the security at a higher price for delivery or, if the Fund owns the underlying security, give up the opportunity for profit. 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.

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

    During the year ended December 31, 2014, the Fund had an ending monthly average market value of $4,008 and $7,502 on written call options and written put options, respectively.

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

Written option activity for the year ended December 31, 2014 was as follows:

	Options
	Number of Contracts			Amount of Premiums
Options outstanding as of December 31, 2013		110			$      9,343
Options written		1,508			139,336
Options closed or expired		(957	)		(87,066	)
Options exercised		(601	)		(54,168	)
Options outstanding as of December 31, 2014		60			$      7,445

Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.

    For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

    The Fund’s risk of loss from counterparty credit risk on exchange-traded derivatives cleared through a clearinghouse and for centrally cleared swaps is generally considered lower than as compared to OTC derivatives. However, counterparty credit risk exists with respect to initial and variation margin deposited/paid by the Fund that is held in futures commission merchant, broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally cleared swaps.

    With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker, futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.

    There is the risk that a broker, futures commission merchant or clearinghouse will decline to clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination fee to the executing broker with whom the Fund initially enters into the transaction. Clearinghouses may also be permitted to terminate centrally cleared swaps at any time. The Fund is also subject to the risk that the broker or futures commission merchant will

20      OPPENHEIMER EQUITY INCOME FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

improperly use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment obligations of another customer. In the event of a default by another customer of the broker or futures commission merchant, the Fund might not receive its variation margin payments from the clearinghouse, due to the manner in which variation margin payments are aggregated for all customers of the broker/futures commission merchant.

    Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker, futures commission merchant or clearinghouse for exchange-traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or increase the margin amount, in certain circumstances.

    For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Statement of Assets and Liabilities as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Statement of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold (e.g. $250,000) before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.

The following table presents the valuations of derivative instruments by risk exposure as reported within the Statement of Assets and Liabilities as of December 31, 2014:

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Value			Statement of Assets and Liabilities Location	Value
Equity contracts	Investments, at value	$	116	*	Options written, at value	$	5,573

*Amounts relate to purchased option contracts and purchased swaption contracts.

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

Amount of Realized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investment from unaffiliated companies*		Closing and expiration of option contracts written		Total
Equity contracts	$	(7,865)	$	87,066	$	79,201
* Includes purchased option contracts and purchased swaption contracts and written option contracts exercised, if any.
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investments*		Option contracts written		Total
Equity contracts	$	(37)	$	(2,856)	$	(3,903)

*Includes purchased option contracts and purchased swaption contracts, if any.

6. 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, 2014						Year Ended December 31, 2013
	Shares			Amount			Shares			Amount
Non-Service Shares
Sold		6,123		$	72,670			4,307		$	45,267
Dividends and/or distributions reinvested		1,525			17,847			247			2,605
Redeemed		(2,228	)		(26,067	)		(1,926	)		(21,064	)
Net increase		5,420		$	64,450			2,628		$	26,808
Service Shares
Sold		91,016		$	1,284,880			274,115		$	3,450,352
Dividends and/or distributions reinvested		43,892			614,048			7,299			91,168
Redeemed		(146,710	)		(2,074,565	)		(129,769	)		(1,612,948	)
Net increase (decrease)		(11,802	)	$	(175,637	)		151,645		$	1,928,572

7. 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, 2014 were as follows:

	Purchases		Sales
Investment securities	$	4,531,280	$	4,942,113

8. 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:

21      OPPENHEIMER EQUITY INCOME FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

8. Fees and Other Transactions with Affiliates (Continued)

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

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.75% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors 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. The Manager has contractually agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; 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, 2014, the Manager waived fees and/or reimbursed the Fund $1,645 and $68,552 for Non-Service and Service shares, respectively.

    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, 2014, the Manager waived fees and/or reimbursed the Fund $91 for IMMF management fees.

    These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

9. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of

22      OPPENHEIMER EQUITY INCOME FUND/VA

9. Pending Litigation (Continued)

settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

23      OPPENHEIMER EQUITY 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 Equity Income Fund/VA (a separate series of Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

    We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Equity Income Fund/VA as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 13, 2015

24      OPPENHEIMER EQUITY INCOME FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

    Capital gain distributions of $0.59087 per share were paid to Non-Service and Service shareholders, respectively, on June 18, 2014. 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, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 36.24% to arrive at the amount eligible for the corporate dividend-received deduction.

    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.

25      OPPENHEIMER EQUITY INCOME FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

    The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

    The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

    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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio manager and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

    The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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 Michael Levine, the portfolio manager for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

    Investment Performance of the Fund, the Adviser and the Sub-Adviser. Throughout the year, the Manager provided information on the investment performance of the Fund, 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 large value funds underlying variable insurance products. The Board considered that the Fund performed below its performance category median during the one- and three-year periods, but outperformed its performance category median during the five- and ten-year periods. The Board also considered that the Fund performed in the first quintile of its performance category for the five- and ten-year periods. The Board noted that on April 30, 2013 the Fund changed its name and investment strategy to Oppenheimer Equity Income Fund/VA from Oppenheimer Value Fund/VA and, on that same date, Michael Levine took over as portfolio manager of the Fund. The Board further considered that the Fund outperformed its performance category average for the year-to-date period ended April 30, 2014, ranking in the 41st percentile over that period.

    Costs of Services by the Adviser. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other large value 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 to those of retail 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 total expenses, after waivers, were lower than its peer group median and higher than its category median. The Board also considered that the Fund’s contractual management fee was equal to its peer group median and higher than its category median. Within the total asset range of $0 to $50 million, the Fund’s effective management fee rate was higher than its peer group median and category median. The Board further noted that the Manager has contractually agreed 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 contractual expense limitation may not be amended or withdrawn until one year after the date of the Fund’s prospectus, unless approved by the Board.

    Economies of Scale and Profits Realized by the Adviser and Sub-Adviser. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board reviewed whether the Managers may

26      OPPENHEIMER EQUITY INCOME FUND/VA

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 Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements).The Board also considered that the Managers 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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

27      OPPENHEIMER EQUITY INCOME 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 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.

28      OPPENHEIMER EQUITY INCOME FUND/VA

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees (since 2013) and Trustee (since 2002) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 2002) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2012) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth:1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

29      OPPENHEIMER EQUITY INCOME FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

F. William Marshall, Jr., Trustee (since 2002) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth:1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Levine, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. 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.
Michael S. Levine, Vice President (since 2013) Year of Birth: 1965	Vice President of the Sub-Adviser (since June 1998) and Senior Portfolio Manager of the Sub-Adviser (since September 2000). A portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.

30      OPPENHEIMER EQUITY INCOME FUND/VA

Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 2002) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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 1.800.988.8287.

31      OPPENHEIMER EQUITY INCOME FUND/VA

OPPENHEIMER EQUITY INCOME FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc. DBA OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMG LLP
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

PORTFOLIO MANAGERS: Mark Hamilton; David Wharmby, CFA; Brian Watson, CFA; Benjamin Rockmuller, CFA; and Dokyoung Lee, CFA

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception Date	1-Year	Since Inception
Non-Service Shares	11/14/13	6.02%		4.67	%
Service Shares	11/14/13	5.90		4.52
Barclays U.S. Aggregate Bond Index		5.97		4.79
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index		0.03		0.05

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

TOP TEN COMMON STOCK HOLDINGS
PPL Corp.	0.5	%
Honeywell International, Inc.	0.4
Starwood Property Trust, Inc.	0.4
Simon Property Group, Inc.	0.4
BCE, Inc.	0.4
Macy’s, Inc.	0.4
Cinemark Holdings, Inc.	0.3
Brinker International, Inc.	0.3
Quanta Services, Inc.	0.3
Merck & Co., Inc.	0.3

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

SECTOR ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of common stocks.

2      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

Fund Performance Discussion

The Fund’s Non-Service shares produced a return of 6.02% during the reporting period. In comparison, the Barclays U.S. Aggregate Bond Index and the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index returned 5.97% and 0.03%, respectively, during the same period. The Fund’s outperformance occurred in a period when several of the alternative asset classes the Fund invests in outperformed the broader fixed income markets. Asset classes that drove the Fund’s performance this reporting period were master limited partnerships (“MLPs”), real estate investment trusts (“REITs”) and gold mining stocks.

During the reporting period, we adjusted our allocations in an effort to improve diversification, lower volatility and reduce equity beta. These adjustments included reducing our exposure to REITs, MLPs, commodities and gold miners, while increasing our exposure to leveraged loans, event-linked bonds and quantitative-driven alternative investment strategies. We also added a fundamental alpha-oriented alternative strategy that relies more on active management and less on the direction of major markets and economic factors to generate returns. In addition, we established exposure to currencies through a currency opportunities strategy. This is a total return strategy focused on fundamental dislocations across currency markets. This strategy can be long and/or short currencies against the U.S. dollar. It has a go-anywhere mandate across currencies and seeks opportunities regardless of dollar bull or bear market cycles.

MARKET OVERVIEW

To start 2014, the U.S. Federal Reserve (the “Fed”) began reducing its monthly purchases of U.S. government Treasuries and mortgage-backed securities (“MBS”) in steady $10 billion increments, and completed the process at the end of October, thereby ending the quantitative easing (“QE”) program’s purchases. Tapering the QE program in increments helped reduce market volatility and enabled investors to prepare for a post-QE market environment. Although data in the U.S. softened for the first quarter, partially attributed to cold weather effects across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and an estimated 5.0%, respectively.

While economic growth in the U.S. remained largely on track, it slowed in other areas, including Europe, parts of Latin America and the Asia Pacific region. Renewed concerns about economic instability in the emerging markets caused some analysts to question the sustainability of the global economic recovery, and the markets responded negatively to rising geopolitical tensions between Russia and Ukraine. In Europe, positive data points that had emerged in 2013 and early 2014 largely reversed themselves later in the reporting period and the European Central Bank (the “ECB”) came under even greater pressure to provide a credible plan to boost growth and avoid deflation. In response, the ECB adopted a number of policies designed to stimulate growth. In Japan, which has been mired in economic weakness for years, the Abe administration has adopted even more aggressive economic policies with the Bank of Japan executing a massive QE program. However, the results have not been particularly impressive, with that economy slipping back into recession in the third quarter of 2014 following the consumption tax increase. Emerging markets’ economic growth was mixed, as certain regions like Eastern Europe and the Middle East remained burdened by geopolitical turmoil. Many commodity producing emerging market economies also struggled as prices for most commodities fell.

As a result of U.S. economic strength, the U.S. dollar rallied strongly against most major currencies this reporting period, including the euro and Japanese yen.

FUND REVIEW

During the reporting period, the strongest performing areas of the Fund were MLPs, REITs and gold mining stocks. MLPs, which may offer price appreciation as well as a steady stream of income, performed well in 2014 despite experiencing volatility over the fourth quarter as energy commodities continued to weaken and drove prices lower on alternative assets. While energy infrastructure MLPs typically earn a fee for the majority of their revenues; they did exhibit heightened trading price correlation with energy commodities. With the pickup in volatility and correlation, we reduced our exposure to MLPs in an effort to manage volatility and diversification characteristics in the Fund. Over the long-term, we believe investor interest in income generating asset classes remains strong in a low-yield world, and MLPs are positioned to benefit.

The Fund’s allocation to REITs benefited performance in an environment of solid real estate fundamentals that were supported both by macroeconomic factors and the capital markets. We have a pro-cyclical tilt to the real estate portfolio, which we expect may perform well as global growth is positive despite the recent setback in Japan and Europe. We are seeing attractive valuations in Europe in conjunction with low rates and additional QE measures, which should provide additional support. Many investors remain interested in attractive yields, and we believe the combination of a positive growth environment, falling unemployment, growing demand for commercial real estate, tight supply and accommodative monetary policies should be positive for the asset class.

The Fund’s allocation to gold mining equities benefited performance over the first half of the period before we exited our position in the investments. After falling sharply in 2013, gold prices rose. This, combined with falling real interest rates, turmoil in the Middle East and elsewhere, and a renewed focus on geopolitical

3      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

risks, helped support both gold and the gold mining equities. However, we eliminated our exposure to gold mining equities over the second half of the reporting period. Increased volatility in the asset class along with falling global growth expectations and normalizing interest rates, (typically a headwind to gold and gold-mining equities), caused us to cut our exposure.

The most significant detractor from performance was our exposure to commodities, which we source through commodity futures, options, swaps and structured notes as well as U.S. Government and other fixed income securities. Many commodities suffered as a pickup in volatility caused large negative returns in commodity markets and particularly energy. Oil markets shrugged off geopolitical tensions and tumbled on perceptions of weak global demand and slower growth in China. Crude oil price weakness appears to be driven by increasing U.S. crude production at a time of questionable demand. With the pickup in volatility and downward pressure in commodities, we reduced our exposure in an effort to manage volatility and the diversification characteristics of the Fund.

STRATEGY & OUTLOOK

We have witnessed a strong bull market in U.S. equities over the last six years, and last year in particular the U.S. equity market surpassed many of its global counterparts. Going forward, we believe there is the potential for more measured returns and given that we are in a world with QE becoming the norm globally, we expect to see greater dispersion across financial assets. In this type of environment, further diversifying in alternatives can improve the risk and reward profile for an investor. Thus we believe that diversifying risk, controlling volatility and managing the downside will be the winning strategy going forward. Because the Fund is comprised of a number of different alternative assets and strategies, with diversifying properties as well as the potential to generate attractive total returns, we believe it can play a particularly valuable role in investors’ portfolios given such an environment.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. or its affiliates.

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.

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, 2014. Performance is measured from the inception of both Classes on November 14, 2013. 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 Barclays U.S. Aggregate Bond Index, an index of U.S. corporate and government bonds, and the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index, an index of short-term U.S. Government securities with a remaining term to final maturity of less than three months. The indices are unmanaged and cannot be purchased directly by investors. 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 comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

4      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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 DIVERSIFIED ALTERNATIVES FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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.

Actual	Beginning Account Value July 1, 2014	Ending Account Value December 31, 2014	Expenses Paid During 6 Months Ended December 31, 2014
Non-Service shares	$        1,000.00	$        974.60	$        6.99
Service shares	1,000.00	973.50	8.44
Hypothetical
(5% return before expenses)
Non-Service shares	1,000.00	1,018.15	7.15
Service shares	1,000.00	1,016.69	8.63

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares		1.40	%
Service shares		1.69

The expense ratios reflect voluntary waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Financial Highlights” tables in the Fund’s consolidated 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 DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS December 31, 2014

	Shares		Value
Common Stocks—18.8%
Consumer Discretionary—1.5%
Hotels, Restaurants & Leisure—0.3%
Brinker International, Inc.1,2		15,160	$	889,740
Starwood Hotels & Resorts Worldwide, Inc.		700		56,749
				946,489
Media—0.5%
Cinemark Holdings, Inc.2		25,155		895,015
Comcast Corp., Cl. A1,2		8,200		475,682
				1,370,697
Multiline Retail—0.6%
Dollar General Corp.3		2,605		184,174
Macy’s, Inc.1,2		14,360		944,170
Target Corp.		4,920		373,477
				1,501,821
Specialty Retail—0.1%
PetSmart, Inc.		1,944		158,037
Consumer Staples—0.5%
Beverages—0.1%
Coca-Cola Co. (The)1,2		8,370		353,382
Food & Staples Retailing—0.1%
Pantry, Inc. (The)3		4,403		163,175
Tobacco—0.3%
Altria Group, Inc.1,2		7,455		367,308
Philip Morris International, Inc.2		4,765		388,109
				755,417
Energy—2.9%
Energy Equipment & Services—0.2%
Dresser-Rand Group, Inc.3		1,946		159,183
Schlumberger Ltd.		3,180		271,604
Seadrill Partners LLC		7,651		124,175
				554,962
Oil, Gas & Consumable Fuels—2.7%
Access Midstream Partners LP2		4,685		253,927
Apco Oil & Gas International, Inc.3		11,065		155,242
Atlas Pipeline Partners LP		290		7,905
Buckeye Partners LP2		3,380		255,731
Canadian Natural Resources Ltd.		4,865		150,414
Chevron Corp.		2,620		293,912
ConocoPhillips1		5,190		358,421
DCP Midstream Partners LP1		4,000		181,720
Energy Transfer Equity LP1		6,220		356,904
Energy Transfer Partners LP2		2,855		185,575
Enterprise Products Partners LP2		12,545		453,125
EOG Resources, Inc.		3,115		286,798
EQT Midstream Partners LP2		2,045		179,960
Genesis Energy LP2		2,900		123,018
Holly Energy Partners LP1,2		2,697		80,667
Magellan Midstream Partners LP1		4,965		410,407
MarkWest Energy Partners LP		3,240		217,696
NGL Energy Partners LP1,2		4,910		137,431
Noble Energy, Inc.2		2,465		116,915
NuStar Energy LP		250		14,437
NuStar GP Holdings LLC2		2,625		90,353
ONEOK Partners LP2		2,445		96,895
ONEOK, Inc.		2,665		132,690
Plains All American Pipeline LP2		6,270		321,776
Plains GP Holdings LP, Cl. A		100		2,568
Regency Energy Partners LP1,2		11,600		278,400
Shell Midstream Partners LP3		3,764		154,249
Spectra Energy Partners LP2		1,900		108,243
Summit Midstream Partners LP		1,255		47,690
Sunoco Logistics Partners LP1,2		7,925		331,107

	Shares		Value
Oil, Gas & Consumable Fuels (Continued)
Targa Resources Corp.		140	$	14,847
Targa Resources Partners LP2		3,355		160,637
TC PipeLines LP		3,785		269,568
Tesoro Logistics LP		2,485		146,242
TransMontaigne Partners LP		1,455		45,847
Valero Energy Corp.1		9,835		486,833
Western Gas Partners LP		1,255		91,678
Williams Cos., Inc. (The)		2,770		124,484
				7,124,312
Financials—7.0%
Capital Markets—0.0%
Goldman Sachs Group, Inc. (The)		406		78,695
Commercial Banks—0.5%
Citigroup, Inc.2		6,580		356,044
JPMorgan Chase & Co.1		6,390		399,886
M&T Bank Corp.		2,715		341,058
Wells Fargo & Co.		2,530		138,695
				1,235,683
Diversified Financial Services—0.1%
MicroFinancial, Inc.		15,796		161,198
Insurance—0.5%
ACE Ltd.		6,725		772,568
Allstate Corp. (The)		3,980		279,595
Meadowbrook Insurance Group, Inc.3		18,552		156,950
				1,209,113
Real Estate Investment Trusts (REITs)—4.8%
Acadia Realty Trust		8,520		272,896
Alexandria Real Estate Equities, Inc.		1,380		122,461
American Assets Trust, Inc.		4,225		168,197
American Realty Capital Properties, Inc.		4,340		39,277
AvalonBay Communities, Inc.		3,437		561,571
Blackstone Mortgage Trust, Inc., Cl. A		17,420		507,619
Boston Properties, Inc.		2,440		314,004
Canadian Real Estate Investment Trust		2,108		83,083
CapitaMall Trust		66,000		101,557
Chatham Lodging Trust		2,290		66,341
Chesapeake Lodging Trust		8,650		321,866
Cousins Properties, Inc.		10,500		119,910
CubeSmart		9,340		206,134
Derwent London plc		3,700		172,816
Dream Office Real Estate Investment Trust		2,450		53,036
Education Realty Trust, Inc.		3,543		129,638
Equity Residential		6,810		489,230
Essex Property Trust, Inc.		1,710		353,286
Eurocommercial Properties NV		2,220		94,172
Extra Space Storage, Inc.		4,370		256,257
FelCor Lodging Trust, Inc.		17,580		190,216
First Industrial Realty Trust, Inc.		5,740		118,014
General Growth Properties, Inc.		7,770		218,570
GLP J-Reit		173		191,707
Goodman Group		32,000		147,519
GPT Group (The)		38,900		137,432
Gramercy Property Trust, Inc.		7,710		53,199
Great Portland Estates plc		16,310		186,403
Hammerson plc		16,510		154,311
Health Care REIT, Inc.		2,590		195,985
Highwoods Properties, Inc.		5,520		244,426
Host Hotels & Resorts, Inc.		9,682		230,141
Invincible Investment Corp.		401		166,674
Japan Retail Fund Investment Corp.		56		118,095
Kilroy Realty Corp.		3,340		230,694
Kite Realty Group Trust		3,762		108,120
Klepierre		3,970		171,001

7      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Shares		Value
Real Estate Investment Trusts (REITs) (Continued)
Land Securities Group plc		12,890	$	230,652
LaSalle Hotel Properties		4,440		179,687
Link REIT (The)		15,500		96,656
Macerich Co. (The)		6,230		519,644
Mirvac Group		177,738		256,690
Morguard Real Estate Investment Trust		4,530		70,808
Paramount Group, Inc.3		5,480		101,873
Prologis, Inc.		7,710		331,761
Ramco-Gershenson Properties Trust		6,670		124,996
Regency Centers Corp.		3,610		230,246
Sabra Health Care REIT, Inc.		2,930		88,984
Simon Property Group, Inc.		5,270		959,720
STAG Industrial, Inc.		2,577		63,137
Starwood Property Trust, Inc.		44,020		1,023,025
Tanger Factory Outlet Centers, Inc.		4,680		172,973
Unibail-Rodamco SE		1,500		383,381
Vastned Retail NV		1,481		66,905
Vornado Realty Trust		2,130		250,722
Westfield Corp.		30,153		220,455
				12,668,173
Real Estate Management & Development— 1.1%
CapitaLand Ltd.		74,000		183,860
Daiwa House Industry Co. Ltd.		9,000		170,421
Deutsche Annington Immobilien SE		3,525		119,904
Global Logistic Properties Ltd.		66,000		123,434
Hang Lung Properties Ltd.		48,000		133,771
Helical Bar plc		17,440		104,067
Hufvudstaden AB, Cl. A		6,588		85,516
Keppel Land Ltd.		33,000		84,832
Mitsubishi Estate Co. Ltd.		9,100		192,596
Mitsui Fudosan Co. Ltd.		19,000		511,015
Sino Land Co. Ltd.		92,000		146,730
St. Modwen Properties plc		16,640		99,383
Sumitomo Realty & Development Co. Ltd.		8,400		286,150
Sun Hung Kai Properties Ltd.		30,000		453,642
Unite Group plc (The)		14,410		104,410
Wharf Holdings Ltd. (The)		29,000		208,256
				3,007,987
Health Care—1.9%
Biotechnology—0.0%
Chelsea Therapeutics, Inc.3		10,531		—
Cubist Pharmaceuticals, Inc.3		1,614		162,449
				162,449
Health Care Equipment & Supplies—0.4%
Baxter International, Inc.		7,690		563,600
Covidien plc		2,670		273,087
Volcano Corp.3		8,953		160,080
				996,767
Health Care Providers & Services—0.4%
Gentiva Health Services, Inc.3		742		14,135
HCA Holdings, Inc.3		1,370		100,545
UnitedHealth Group, Inc.2		7,010		708,641
Universal Health Services, Inc., Cl. B		2,185		243,103
				1,066,424
Pharmaceuticals—1.1%
Actavis plc3		2,470		635,803
Ambit Biosciences Corp.3		10,347		6,208
Avanir Pharmaceuticals, Inc.3		9,669		163,890
Durata Therapeutics3		6,530		—
Furiex Pharmaceuticals, Inc.3		636		3,107
Merck & Co., Inc.1,2		14,375		816,356
Novartis AG, ADR		6,465		599,047
Roche Holding AG		2,210		598,999

	Shares		Value
Pharmaceuticals (Continued)
Teva Pharmaceutical Industries Ltd.3		10	$	—
				2,823,410
Industrials—1.5%
Aerospace & Defense—0.5%
Honeywell International, Inc.1		10,340		1,033,173
Northrop Grumman Corp.		2,355		347,103
				1,380,276
Airlines—0.1%
United Continental Holdings, Inc.3		2,820		188,630
Commercial Services & Supplies—0.1%
Tyco International plc2		7,315		320,836
Construction & Engineering—0.3%
Quanta Services, Inc.2,3		29,415		835,092
Machinery—0.1%
Flowserve Corp.		5,585		334,151
Marine—0.1%
Horizon Lines, Inc., Cl. A3		241,493		152,406
Trading Companies & Distributors—0.3%
AerCap Holdings NV3		9,785		379,854
WESCO International, Inc.3		3,965		302,172
				682,026
Information Technology—1.7%
Communications Equipment—0.7%
Juniper Networks, Inc.2		23,980		535,234
QUALCOMM, Inc.1		9,845		731,779
Riverbed Technology, Inc.3		7,728		157,728
Telefonaktiebolaget LM Ericsson, Cl. B		36,095		437,144
				1,861,885
Electronic Equipment, Instruments, & Components—0.1%
ChyronHego Corp.3		57,785		161,798
Elecsys Corp.3		9,242		160,996
				322,794
Internet Software & Services—0.3%
Digital River, Inc.3		6,165		152,460
Google, Inc., Cl. A3		525		278,597
Google, Inc., Cl. C3		525		276,360
World Energy Solutions, Inc.3		29,446		161,953
				869,370
IT Services—0.1%
Sapient Corp.3		6,468		160,924
Semiconductors & Semiconductor Equipment—0.2%
International Rectifier Corp.3		1,795		71,621
Xilinx, Inc.1		10,505		454,761
				526,382
Software—0.1%
Actuate Corp.3		25,014		165,092
Technology Hardware, Storage & Peripherals—0.2%
Apple, Inc.		4,835		533,687
Materials—0.6%
Chemicals—0.6%
Celanese Corp., Series A, Cl. A		5,585		334,877
LyondellBasell Industries NV, Cl. A1		7,242		574,942
Methanex Corp.		8,395		384,743
Penford Corp.3		8,439		157,725
Sigma-Aldrich Corp.		1,148		157,586
				1,609,873

8      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

		Shares		Value
Telecommunication Services—0.4%
Diversified Telecommunication Services—0.4%
BCE, Inc.			20,920	$	959,391
Verizon Communications, Inc.			3,145		147,123
					1,106,514
Utilities—0.8%
Electric Utilities—0.8%
Cleco Corp.			2,873		156,693
Edison International1			10,795		706,857
PPL Corp.2			32,790		1,191,261
					2,054,811
Independent Power and Renewable Electricity Producers—0.0%
EME Reorganization Trust			52,072		1,354
NRG Energy, Inc.			171		4,614
					5,968
Multi-Utilities—0.0%
CMS Energy Corp.			3,980		138,305
Total Common Stocks (Cost $47,944,912)					49,587,213
Preferred Stocks—0.5%
M&T Bank Corp., 6.375% Cum., Series A, Non-Vtg., 6.375%4			340		340,000
M&T Bank Corp., 6.375% Cum., Series C, Non-Vtg., 6.375%4			475		475,000
U.S. Bancorp, 6% Non-Cum., Series G, Non-Vtg., 6%4			18,700		507,144
Total Preferred Stocks (Cost $1,358,508)					1,322,144
		Principal Amount
Asset-Backed Securities—3.0%
Airspeed Ltd., Series 2007-1A, Cl. G1, 0.431%, 6/15/324,5		$	2,241,145		1,883,099
Blade Engine Securitization Ltd., Series 2006-1AW, Cl. A1, 0.461%, 9/15/414,5			2,144,157		1,646,494
JP Morgan Mortgage Acquisition Corp., Series 2005-OPT2, Cl. M2, 0.62%, 12/25/354			1,836,000		1,525,349
Morgan Stanley ABS Capital I, Inc. Trust, Series 2006-NC1, Cl. M1, 0.55%, 12/25/354			1,780,000		1,479,330
New Century Home Equity Loan Trust, Series 2005-1, Cl. M2, 0.89%, 3/25/354			1,643,635		1,446,696
Total Asset-Backed Securities (Cost $8,189,637)					7,980,968
Foreign Government Obligations—21.2%
Brazil—4.5%
Federative Republic of Brazil Unsec. Bonds,
10.828%, 7/1/159	BRL		33,400,000		11,857,063
Japan—1.1%
Japan Sr. Unsec. Bonds, 0.10%, 9/15/15	JPY		330,000,000		2,757,305
Malaysia—5.2%
Federation of Malaysia Sr. Unsec. Bonds:
3.197%, 10/15/15	MYR		20,300,000		5,788,713
4.72%, 9/30/15	MYR		27,700,000		7,987,416
					13,776,129
Singapore—4.5%
Republic of Singapore Sr. Unsec. Bonds, 0.25%, 2/1/15	SGD		15,800,000		11,927,858
South Korea—3.4%
Republic of South Korea Treasury Bonds:
2.75%, 12/10/15	KRW		954,000,000		873,430
3.25%, 6/10/15	KRW		8,889,000,000		8,128,063
					9,001,493

	Principal Amount		Value
Spain—2.5%
Kingdom of Spain Sr. Unsec. Bonds, 4.40%, 1/31/15	EUR	5,500,000	$	6,682,894
Total Foreign Government Obligations (Cost
$61,640,377)				56,002,742
Non-Convertible Corporate Bonds and Notes—6.0%
Access Midstream Partners LP/ACMP Finance Corp., 4.875% Sr. Unsec. Nts., 5/15/23		100,000		102,000
Activision Blizzard, Inc., 5.625% Sr. Unsec. Nts., 9/15/216		100,000		105,250
Alcatel-Lucent USA, Inc., 6.45% Sr. Unsec. Nts., 3/15/29		100,000		96,000
Algeco Scotsman Global Finance plc, 8.50% Sr. Sec. Nts., 10/15/186		200,000		194,000
Alliance Oil Co. Ltd., 9.875% Sr. Unsec. Nts., 3/11/156		200,000		167,000
ALROSA Finance SA, 7.75% Sr. Unsec. Nts., 11/3/206		200,000		190,000
AngloGold Ashanti Holdings plc, 8.50% Sr. Unsec. Nts., 7/30/20		100,000		105,375
Appvion, Inc., 9% Sec. Nts., 6/1/206		60,000		41,400
Arch Coal, Inc., 7.25% Sr. Unsec. Nts., 6/15/21		100,000		29,625
Audatex North America, Inc., 6% Sr. Unsec. Nts., 6/15/216		100,000		103,500
Avaya, Inc.:
7.00% Sr. Sec. Nts., 4/1/196		100,000		98,000
10.50% Sec. Nts., 3/1/216		100,000		86,000
Banco BMG SA, 8.875% Sub. Nts., 8/5/206		200,000		202,600
Banco do Brasil SA (Cayman), 9.25% Jr. Sub. Perpetual Bonds4,6,7		200,000		192,500
Banco Pan SA, 8.50% Sub. Nts., 4/23/206		100,000		103,059
Bancolombia SA, 5.125% Unsec. Sub. Nts., 9/11/22		200,000		199,250
Biomet, Inc., 6.50% Sr. Unsec. Nts., 8/1/20		100,000		107,250
BMC Software Finance, Inc., 8.125% Sr. Unsec. Nts., 7/15/216		100,000		94,500
Bombardier, Inc., 6.125% Sr. Unsec. Nts., 1/15/236		100,000		102,250
Caesars Entertainment Operating Co., Inc., 10% Sec. Nts., 12/15/18		50,000		8,000
CCO Holdings LLC/CCO Holdings Capital Corp., 6.50% Sr. Unsec. Nts., 4/30/21		100,000		105,375
Cemex Finance LLC, 6% Sr. Sec. Nts., 4/1/246		350,000		342,125
CenturyLink, Inc., 5.80% Sr. Unsec. Nts., 3/15/22		100,000		104,250
Cequel Communications Holdings I LLC/Cequel Capital Corp., 6.375% Sr. Unsec. Nts., 9/15/206		100,000		104,000
CHC Helicopter SA, 9.25% Sr. Sec. Nts., 10/15/20		90,000		88,650
Chrysler Group LLC/CG Co.-Issuer, Inc., 8.25% Sec. Nts., 6/15/21		200,000		222,500
CHS/Community Health Systems, Inc., 8% Sr. Unsec. Nts., 11/15/19		100,000		107,000
Claire’s Stores, Inc., 9% Sr. Sec. Nts., 3/15/196		100,000		99,000
Columbus International, Inc., 7.375% Sr. Unsec. Nts., 3/30/216		400,000		417,500
CONSOL Energy, Inc., 5.875% Sr. Unsec. Nts., 4/15/226		100,000		93,500
Country Garden Holdings Co. Ltd., 7.875% Sr. Unsec. Nts., 5/27/196		200,000		202,700
Crown Castle International Corp., 5.25% Sr. Unsec. Nts., 1/15/23		200,000		205,000
CSN Resources SA, 6.50% Sr. Unsec. Nts., 7/21/206		200,000		185,000

9      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
DaVita HealthCare Partners, Inc., 5.75% Sr. Unsec. Nts., 8/15/22	$	150,000	$	159,562
Denali Borrower LLC/Denali Finance Corp., 5.625% Sr. Sec. Nts., 10/15/206		100,000		104,300
Denbury Resources, Inc., 4.625% Sr. Sub. Nts., 7/15/23		100,000		87,250
Digicel Group Ltd., 8.25% Sr. Unsec. Nts., 9/30/206		200,000		195,000
DISH DBS Corp., 5.875% Sr. Unsec. Nts., 7/15/22		100,000		102,750
Energy Transfer Equity LP, 7.50% Sr. Sec. Nts., 10/15/20		200,000		223,000
EP Energy LLC/Everest Acquisition Finance, Inc., 9.375% Sr. Unsec. Nts., 5/1/20		200,000		203,000
Evergrande Real Estate Group Ltd., 8.75% Sr. Unsec. Nts., 10/30/186		200,000		184,500
Ferrexpo Finance plc, 7.875% Sr. Unsec. Nts., 4/7/166		200,000		155,000
First Data Corp., 12.625% Sr. Unsec. Nts., 1/15/21		100,000		119,000
First Quantum Minerals Ltd.:
6.75% Sr. Unsec. Nts., 2/15/206		28,000		25,480
7.00% Sr. Unsec. Nts., 2/15/216		128,000		115,840
FirstEnergy Corp., 7.375% Sr. Unsec. Nts., 11/15/31		100,000		121,349
FMG Resources August 2006 Pty Ltd., 8.25% Sr. Unsec. Nts., 11/1/196		100,000		91,375
Frontier Communications Corp., 8.50% Sr. Unsec. Nts., 4/15/20		100,000		112,000
Goldman Sachs Capital II, 4% Jr. Sub. Perpetual Bonds4,7		66,000		48,840
Halcon Resources Corp., 8.875% Sr. Unsec. Nts., 5/15/21		100,000		75,750
HD Supply, Inc., 7.50% Sr. Unsec. Nts., 7/15/20		100,000		105,250
Hexion US Finance Corp./Hexion Nova Scotia Finance ULC, 8.875% Sr. Sec. Nts., 2/1/18		100,000		89,250
Icahn Enterprises LP/Icahn Enterprises Finance Corp., 5.875% Sr. Unsec. Nts., 2/1/22		200,000		201,875
ICICI Bank Ltd., 6.375% Jr. Sub. Nts., 4/30/224,6		200,000		206,500
iHeartCommunications, Inc., 9% Sr. Sec. Nts., 3/1/21		100,000		98,375
Infor US, Inc., 9.375% Sr. Unsec. Nts., 4/1/19		100,000		107,375
Intelsat Jackson Holdings SA, 7.25% Sr. Unsec. Nts., 10/15/20		100,000		105,875
International Lease Finance Corp., 8.75% Sr. Unsec. Nts., 3/15/17		100,000		111,000
Intesa Sanpaolo SpA, 5.017% Sub. Nts., 6/26/246		200,000		194,463
Kaisa Group Holdings Ltd., 8.875% Sr. Unsec. Nts., 3/19/186		200,000		134,500
Kinetic Concepts, Inc./KCI USA, Inc., 10.50% Sec. Nts., 11/1/18		100,000		109,000
Laureate Education, Inc., 9.75% Sr. Unsec. Nts., 9/1/196		100,000		103,500
Level 3 Financing, Inc., 8.125% Sr. Unsec. Nts., 7/1/19		100,000		106,750
Linn Energy LLC/Linn Energy Finance Corp., 8.625% Sr. Unsec. Nts., 4/15/20		100,000		87,500
Lukoil International Finance BV, 6.125% Sr. Unsec. Nts., 11/9/206		904,000		802,763
Marfrig Holding Europe BV, 6.875% Sr. Unsec. Nts., 6/24/196		200,000		186,500
MGM Resorts International, 7.75% Sr. Unsec. Nts., 3/15/22		100,000		111,000

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
MHP SA, 8.25% Sr. Unsec. Nts., 4/2/206	$	200,000	$	138,000
MMC Energy. Inc., 8.875% Sr. Unsec. Nts., 10/15/208		100,000		10
Mobile Telesystems OJSC via MTS International Funding Ltd., 5% Sr. Unsec. Nts., 5/30/236		200,000		159,000
Momentive Performance Materials, Inc., 3.88% Sr. Sec. Nts., 10/24/21		100,000		85,250
Navient Corp., 8.45% Sr. Unsec. Nts., 6/15/18		100,000		111,750
Navistar International Corp., 8.25% Sr. Unsec. Nts., 11/1/21		100,000		99,000
NGPL PipeCo LLC, 7.119% Sr. Sec. Nts., 12/15/176		100,000		98,750
Nielsen Finance LLC/Nielsen Finance Co., 5% Sr. Unsec. Nts., 4/15/226		100,000		101,000
NII Capital Corp., 7.625% Sr. Unsec. Nts., 4/1/218		50,000		9,500
Novelis, Inc., 8.75% Sr. Unsec. Nts., 12/15/20		100,000		106,500
Numericable-SFR, 6% Sr. Sec. Nts., 5/15/226		200,000		201,350
OAS Financial Ltd., 8% Sr. Unsec. Nts., 7/2/216		200,000		69,000
Offshore Group Investment Ltd., 7.50% Sr. Sec. Nts., 11/1/19		100,000		75,000
Petroleos de Venezuela SA, 12.75% Sr. Unsec. Nts., 2/17/226		200,000		107,000
Post Holdings, Inc., 7.375% Sr. Unsec. Nts., 2/15/22		200,000		200,500
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA, 5.75% Sr. Sec. Nts., 10/15/20		100,000		103,000
RJS Power Holdings LLC, 5.125% Sr. Unsec. Nts., 7/15/196		50,000		49,625
Rolta Americas LLC, 8.875% Sr. Unsec. Nts., 7/24/196		200,000		173,250
Royal Bank of Scotland Group plc, 6.125% Sub. Nts., 12/15/22		100,000		109,013
Sabine Pass Liquefaction LLC, 5.625% Sr. Sec. Nts., 2/1/21		100,000		98,750
Samson Investment Co., 9.75% Sr. Unsec. Nts., 2/15/20		200,000		83,875
SandRidge Energy, Inc., 7.51% Sr. Unsec. Nts., 3/15/21		100,000		64,500
Sears Holdings Corp., 6.625% Sec. Nts., 10/15/18		100,000		92,500
Sirius XM Radio, Inc., 6% Sr. Unsec. Nts., 7/15/246		100,000		102,750
Sistema JSFC via Sistema International Funding SA, 6.95% Sr. Unsec. Nts., 5/17/196		200,000		141,000
Springleaf Finance Corp., 6.90% Sr. Unsec. Nts., 12/15/17		100,000		106,750
Sprint Corp., 7.875% Sr. Unsec. Nts., 9/15/23		100,000		99,220
Tenet Healthcare Corp., 8.125% Sr. Unsec. Nts., 4/1/22		200,000		224,000
T-Mobile USA, Inc., 6.625% Sr. Unsec. Nts., 4/1/23		100,000		102,900
TransDigm, Inc., 6.50% Sr. Sub. Nts., 7/15/24		100,000		101,000
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc., 8.75% Sr. Sec. Nts., 2/1/19		190,000		193,562
Turk Telekomunikasyon AS, 4.875% Sr. Unsec. Nts., 6/19/246		200,000		201,551
Turkiye Sise ve Cam Fabrikalari AS, 4.25% Sr. Unsec. Nts., 5/9/206		200,000		196,189

10      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
United Rentals North America, Inc., 7.625% Sr. Unsec. Nts., 4/15/22	$	200,000	$	220,900
Valeant Pharmaceuticals International, Inc., 6.375% Sr. Unsec. Nts., 10/15/206		200,000		209,750
Vedanta Resources plc, 6% Sr. Unsec. Nts., 1/31/196		200,000		196,000
Vimpel Communications Via VIP Finance Ireland Ltd. OJSC, 7.748% Sr. Unsec. Nts., 2/2/216		200,000		168,200
VimpelCom Holdings BV: 5.95% Sr. Unsec. Unsub. Nts., 2/13/236		200,000		153,900
7.504% Sr. Unsec. Nts., 3/1/226		200,000		163,000
VTR Finance BV, 6.875% Sr. Sec. Nts., 1/15/246		200,000		204,500
Wachovia Capital Trust III, 5.57% Jr. Sub. Perpetual Bonds4,7		667,000		647,324
Wynn Macau Ltd., 5.25% Sr. Unsec. Nts., 10/15/216		200,000		189,000
Yapi ve Kredi Bankasi AS, 6.75% Sr. Unsec. Nts., 2/8/176		200,000		213,910
Total Non-Convertible Corporate Bonds and Notes (Cost $17,206,771)				15,761,160
Convertible Corporate Bond and Note—0.1%
SEACOR Holdings, Inc., 2.50% Cv. Sr. Unsec. Nts., 12/15/27 (Cost $219,936)		197,000		209,313
Corporate Loans—2.7%
Appvion, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.75%, 6/28/194		1,221,907		1,208,924
AZ Chem US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 6/10/214		1,161,961		1,148,163
Celanese US Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 2.25%, 10/31/184		1,221,938		1,222,810
Dynegy, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.00%, 4/23/204		1,218,813		1,206,625
Intelsat Jackson Holdings SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.75%, 6/30/194		1,225,000		1,210,198
International Lease Finance Corp., Sr. Sec. Credit Facilities Term Loan, 3.50%, 2/26/214		1,225,000		1,217,855
Total Corporate Loans (Cost $7,276,776)				7,214,575
Event-Linked Bonds—12.1%
Earthquake—2.6%
Bosphorus Re Ltd. Catastrophe Linked Nts., 2.53%, 5/3/164,6		400,000		401,330
Embarcadero Reinsurance Ltd. Catastrophe Linked Nts.: 5.03%, 8/7/154,6 7.412%, 2/13/154,6		250,000 250,000		250,875 250,550
Golden State RE II Ltd. Catastrophe Linked Nts., 2.23%, 1/8/194,6		500,000		499,225
Golden State Re Ltd. Catastrophe Linked Nts., 3.78%, 1/8/154,6		500,000		501,100
Kibou Ltd. Catastrophe Linked Nts., 5.28%, 2/17/154,6		250,000		250,950
Kilimanjaro Re Ltd. Catastrophe Linked Nts., 3.78%, 11/25/194,5		250,000		250,062
Kizuna II Re Ltd. Catastrophe Linked Nts.: 2.28%, 4/6/184,6 2.53%, 4/6/184,5		750,000 250,000		757,987 253,062

	Principal Amount		Value
Earthquake (Continued)
Lakeside Re III Ltd. Catastrophe Linked Nts., 8.03%, 1/8/164,6	$	250,000	$	259,656
Merna Re V Ltd. Catastrophe Linked Nts., 2.03%, 4/7/174,6		750,000		750,413
Merna Reinsurance IV Ltd. Catastrophe Linked Nts., 2.53%, 4/8/164,6		250,000		251,956
MultiCat Mexico Ltd. 2012-I Catastrophe Linked Nts., 8.03%, 12/4/154,6		500,000		512,363
Nakama Re Ltd. Catastrophe Linked Nts.: 2.155%, 1/16/194,6 2.53%, 4/13/184,6 2.78%, 9/29/164,6 2.905%, 1/16/204,6		250,000 500,000 500,000 250,000		250,900 503,650 505,813 250,900
Ursa Re Ltd. Catastrophe Linked Nts., 5.03%, 12/7/174,6		250,000		251,563
				6,952,355
Longevity—0.1%
Vita Capital V Ltd. Catastrophe Linked Nts., 3.426%, 1/15/174,6		250,000		255,513
Multiple Event—5.5%
ATLAS VI Capital Ltd. Catastrophe Linked Nts.: 12.535%, 1/8/154,6 15.285%, 1/8/154,6		250,000 250,000		250,600 250,650
Blue Danube II Ltd. Catastrophe Linked Nts., 4.279%, 5/23/164,6		250,000		252,681
Blue Danube Ltd. Catastrophe Linked Nts., 6.004%, 4/10/154,6		250,000		251,700
Caelus Re 2013 Ltd. Catastrophe Linked Nts.: 5.28%, 3/7/164,6 6.88%, 4/7/174,6		250,000 250,000		253,981 261,212
Citrus Re Ltd. Catastrophe Linked Nts.: 3.78%, 4/24/174,6 4.28%, 4/18/174,6		250,000 500,000		250,462 500,575
Combine Re Ltd. Catastrophe Linked Nts.: 4.53%, 1/7/154,6 10.03%, 1/7/154,6 17.78%, 1/7/154,6		500,000 250,000 600,000		501,150 250,600 601,560
Compass Re Ltd. Catastrophe Linked Nts.: 9.03%, 1/8/154,6 10.28%, 1/8/154,6		500,000 250,000		501,200 250,625
East Lane Re VI Ltd. Catastrophe Linked Nts., 2.78%, 3/14/184,6		500,000		500,225
Galileo Re Ltd. Catastrophe Linked Nts., 7.43%, 1/9/174,6		250,000		258,412
Kilimanjaro Re Ltd. Catastrophe Linked Nts.: 4.53%, 4/30/184,6 4.78%, 4/30/184,6		250,000 500,000		253,337 511,625
Loma Reinsurance Ltd. Catastrophe Linked Nts.: 12.03%, 1/8/184,6 17.03%, 1/8/184,6		200,000 250,000		211,070 264,987
Mythen Re Ltd. Catastrophe Linked Nts., 8.557%, 1/5/174,6		250,000		266,187
Queen Street VI Re Ltd. Catastrophe Linked Nts., 10.38%, 4/9/154,6		500,000		507,500
Residential Reinsurance 2011 Ltd. Catastrophe Linked Nts., 8.78%, 6/6/154,6		250,000		256,425
Residential Reinsurance 2012 Ltd. Catastrophe Linked Nts.: 4.53%, 12/6/164,6 12.78%, 12/6/164,6 19.03%, 12/6/164,6 22.03%, 6/6/164,6		399,000 250,000 250,000 250,000		412,985 273,537 281,013 289,306
Residential Reinsurance 2013 Ltd. Catastrophe Linked Nts., 8.03%, 6/6/174,6		250,000		266,488
Residential Reinsurance 2014 Ltd. Catastrophe Linked Nts.: 4.83%, 12/6/184,6 15.03%, 6/6/184,6		500,000 250,000		499,525 253,063

11      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Multiple Event (Continued)
Riverfront Re Ltd. Catastrophe Linked Nts., 4.03%, 1/6/174,6	$	500,000	$	503,175
Sanders Re Ltd. Catastrophe Linked Nts.:
3.03%, 5/25/184,6		250,000		248,288
3.28%, 5/25/184,6		250,000		248,313
3.93%, 6/7/174,6		250,000		252,613
3.93%, 5/28/194,6		250,000		249,138
4.03%, 5/5/174,6		500,000		500,675
Successor X Ltd. Catastrophe Linked Nts., 16.53%, 1/27/154,6		250,000		251,375
Tradewynd Re Ltd. Catastrophe Linked Nts.:
0.78%, 1/8/184,6		250,000		251,200
0.78%, 1/8/164,6		250,000		251,125
6.25%, 1/8/154,6		250,000		250,475
6.28%, 1/9/174,6		500,000		512,275
7.03%, 1/9/174,6		250,000		257,888
Tramline Re II Ltd. Catastrophe Linked Nts., 9.78%, 1/4/194,6		250,000		251,950
VenTerra Re Ltd. Catastrophe Linked Nts., 3.78%, 1/9/174,6		750,000		766,988
				14,478,159
Other—0.2%
Kortis Capital Ltd. Catastrophe Linked Nts., 5.046%, 1/15/174,6		250,000		258,637
Vitality Re III Ltd. Catastrophe Linked Nts., 4.23%, 1/7/154,6		250,000		250,550
				509,187
Windstorm—3.7%
Akibare II Ltd. Catastrophe Linked Nts., 3.78%, 4/13/164,6		250,000		255,131
Alamo Re Ltd. Catastrophe Linked Nts., 6.38%, 6/7/174,6		500,000		522,625
Aozora Re Ltd. Catastrophe Linked Nts., 2.03%, 4/7/174,6	JPY	51,000,000		426,845
Armor Re Ltd. Catastrophe Linked Nts., 4.03%, 12/15/164,6		750,000		752,419
ATLAS VI Capital Ltd. Catastrophe Linked Nts., 8%, 4/9/154,6	EUR	250,000		301,673
Calypso Capital II Ltd. Catastrophe Linked Nts., 2.60%, 1/9/174,6	EUR	500,000		615,235
East Lane Re V Ltd. Catastrophe Linked Nts., 10.78%, 3/16/164,6		250,000		268,931
Eurus Ltd. Catastrophe Linked Nts., 3.75%, 4/7/164,6	EUR	250,000		306,362
Everglades Re Ltd. Catastrophe Linked Nts., 7.53%, 4/28/174,6		750,000		789,112
Foundation Re III Ltd. Catastrophe Linked Nts., 5.03%, 2/25/154,6		650,000		654,290

	Principal Amount		Value
Windstorm (Continued)
Gator Re Ltd. Catastrophe Linked Nts., 6.53%, 1/9/174,6	$	500,000		410,125
Green Fields II Capital Ltd. Catastrophe Linked Nts., 2.75%, 1/9/174,6	EUR	250,000		307,209
Ibis Re II Ltd. Catastrophe Linked Nts., 13.53%, 2/5/154,6		250,000		253,125
Lion I Re Ltd. Catastrophe Linked Nts., 1.62%, 4/28/174,6	EUR	250,000		303,813
MetroCat Re Ltd. Catastrophe Linked Nts., 4.53%, 8/5/164,6		250,000		258,431
MultiCat Mexico Ltd. 2012-I Catastrophe Linked Nts., 7.78%, 12/4/154,6		250,000		257,531
Mythen Re Ltd. Catastrophe Linked Nts., 11.787%, 11/10/164,6		250,000		264,706
Pelican Re Ltd. Catastrophe Linked Nts.: 6.03%, 5/15/174,6		250,000		261,638
13.78%, 4/13/154,6		250,000		258,675
Pylon II Capital Ltd. Catastrophe Linked Nts., 5.50%, 5/5/164	EUR	250,000		312,783
Queen City Re Catastrophe Linked Nts., 3.53%, 1/6/174,6		500,000		499,575
Queen Street VIII Re Ltd. Catastrophe Linked Nts., 6.53%, 6/8/164,6		500,000		508,363
Successor X Ltd. Catastrophe Linked Nts.: 11.28%, 11/10/154,6		250,000		260,850
16.28%, 11/10/154,6		250,000		258,075
Tar Heel Re Ltd. Catastrophe Linked Nts., 8.53%, 5/9/164,6		500,000		530,575
				9,838,097
Total Event-Linked Bonds (Cost $32,421,212)				32,033,311
Short-Term Notes—14.4%
Mexico—4.8%
United Mexican States Treasury Bills, 3.248%, 11/12/159	MXN	191,000,000		12,593,734
United States—9.6%
United States Treasury Bills:
0.034%, 2/26/159		20,850,000		20,848,930
0.052%, 1/22/159,10		4,500,000		4,499,866
				25,348,796
Total Short-Term Notes (Cost $37,993,978)				37,942,530
	Shares
Investment Companies—15.8%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%11,12,13		40,325,799		40,325,799
SPDR Gold Trust Exchange Traded Fund3,13		12,060		1,369,775
Total Investment Companies (Cost $41,782,054)				41,695,574

				Exercise Price		Expiration Date			Contracts
Exchange-Traded Options Purchased—0.3%
S&P 500 Index Call3			USD		2,110.000		3/20/15	USD		225	639,000
United States Treasury Bonds, 10 yr. Futures, 3/15 Call3			USD		123.000		2/20/15	USD		7	27,234
Total Exchange-Traded Options Purchased (Cost $635,864)											666,234
	Counterparty			Exercise Price		Expiration Date			Contracts
Over-the-Counter Options Purchased—0.1%
CAD Currency Put3		BOA	CAD		1.190		6/17/15	CAD		13,951,340	164,333
EUR Currency Put3		NOM	USD		1.225		1/8/15	EUR		8,000,000	127,136
INR Currency Call3		NOM	INR		62.500		3/26/15	INR		989,500,000	63,328
PLN Currency Call3		BOA	PLN		3.350		3/17/15	PLN		39,274,781	42,966
Total Over-the-Counter Options Purchased (Cost $664,719)											397,763

12      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

Counterparty

Pay / Receive Floating Rate

Floating Rate

Fixed Rate

Expiration Date

Notional Amount (000’s)

Value

Over-the-Counter Interest Rate Swaptions Purchased—0.1%

Interest Rate Swap maturing 11/22/27 Call3

GSG

Pay

Six-Month JPY BBA LIBOR

1.070

%

11/20/17

JPY

424,000

$

64,785

Interest Rate Swap maturing 4/13/26 Call3

JPM

Pay

Three-Month USD BBA LIBOR

3.410

4/11/16

USD

4,200

49,600

Interest Rate Swap maturing 4/13/26 Call3

JPM

Pay

Three-Month USD BBA LIBOR

3.410

4/11/16

USD

1,750

20,865

Interest Rate Swap maturing 4/13/26 Call3

JPM

Pay

Three-Month USD BBA LIBOR

3.410

4/11/16

USD

1,800

21,461

Interest Rate Swap maturing 4/13/26 Call3

JPM

Pay

Three-Month USD BBA LIBOR

3.410

4/11/16

USD

1,800

21,461

Total Over-the-Counter Interest Rate Swaptions Purchased (Cost $337,456)

178,172

Total Investments, at Value (Cost $257,672,200)

95.1

%

250,991,699

Net Other Assets (Liabilities)

4.9

12,912,863

Net Assets

100.0

%

$

263,904,562

Footnotes to Consolidated Statement of Investments

1. All or a portion of the security position is held in segregated accounts and pledged to cover margin requirements with respect to outstanding written options. The aggregate market value of such securities is $7,966,505. See Note 5 of the accompanying Consolidated Notes.

2. All or portion of the security position is held in segregated accounts and pledged to cover margin requirements with respect to securities sold short. The aggregate market value of such securities is $4,358,486. See Note 9 of accompanying Consolidated Notes.

3. Non-income producing security.

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

5. Restricted security. The aggregate value of restricted securities as of December 31, 2014 was $4,032,717, which represents 1.53% of the Fund’s net assets. See Note 4 of the accompanying Consolidated Notes. Information concerning restricted securities is as follows:

Security	Acquisition Dates		Cost		Value		Unrealized Appreciation/ (Depreciation)
Airspeed Ltd., Series 2007-1A, Cl. G1, 0.431%, 6/15/32		7/24/14-8/27/14	$	1,926,673	$	1,883,099	$	(43,574	)
Blade Engine Securitization Ltd., Series 2006-1AW, Cl. A1, 0.461%, 9/15/41		7/25/14-8/28/14		1,727,082		1,646,494		(80,588	)
Kilimanjaro Re Ltd. Catastrophe Linked Nts., 3.78%, 11/25/19		11/7/14		250,000		250,062		62
Kizuna II Re Ltd. Catastrophe Linked Nts., 2.53%, 4/6/18		5/2/14		252,477		253,062		585
			$	4,156,232	$	4,032,717	$	(123,515	)

6. 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 $40,077,734 or 15.19% of the Fund’s net assets as of December 31, 2014.

7. 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.

8. This security is not accruing income because the issuer has missed an interest payment on it and/or is not anticipated to make future interest and or principal payments. The rate shown is the original contractual interest rate. See Note 4 of the accompanying Notes.

9. Zero coupon bond reflects effective yield on the date of purchase.

10. All or a portion of the security position is held in accounts at a futures clearing merchant and pledged to cover margin requirements on open futures contracts and written options on futures, if applicable. The aggregate market value of such securities is $1,749,948. See Note 5 of the accompanying Consolidated Notes.

11. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross Additions		Gross Reductions			Shares December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		2,007,344		532,040,044		493,721,589			40,325,799
Oppenheimer Master Event-Linked Bond Fund, LLC		10,967		—		10,967			—
Oppenheimer Master Loan Fund, LLC		3,578		—		3,578			—
			Value		Income			Realized Gain (Loss)
Oppenheimer Institutional Money Market Fund, Cl. E			$	40,325,799	$	28,243		$	—
Oppenheimer Master Event-Linked Bond Fund, LLC				—		207	a		(193	)a
Oppenheimer Master Loan Fund, LLC				—		141	b		634	b
Total			$	40,325,799	$	28,591		$	441

    a. Represents the amount allocated to the Fund from Oppenheimer Master Event-Linked Bond Fund, LLC.

    b. Represents the amount allocated to the Fund from Oppenheimer Master Loan Fund, LLC.

12. Rate shown is the 7-day yield as of December 31, 2014.

13. All or a portion of this security is owned by the subsidiary. See Note 2 of the accompanying Consolidated Notes.

13      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Shares Sold Short			Value
Securities Sold Short—(4.6)%
Common Stock Securities Sold Short—(4.6)%
Aflac, Inc.		(9,645	)	$	(589,214	)
Air Lease Corp., Cl. A		(12,195	)		(418,410	)
Aircastle Ltd.		(11,485	)		(245,435	)
Assurant, Inc.		(4,400	)		(301,092	)
BHP Billiton Ltd., Sponsored ADR		(9,680	)		(458,058	)
Boeing Co. (The)		(5,120	)		(665,498	)
Camden Property Trust		(4,110	)		(303,482	)
Caterpillar, Inc.		(2,920	)		(267,268	)
CBL & Associates Properties, Inc.		(25,140	)		(488,219	)
Chesapeake Energy Corp.		(11,125	)		(217,716	)
Cie Financiere Richemont SA		(3,105	)		(275,033	)
Comerica, Inc.		(5,792	)		(271,297	)
Commerce Bancshares, Inc.		(5,008	)		(217,798	)
Ensco plc, Cl. A		(11,360	)		(340,232	)
First Niagara Financial Group, Inc.		(27,445	)		(231,361	)
First Quantum Minerals Ltd.		(16,551	)		(235,201	)
FirstMerit Corp.		(10,800	)		(204,012	)
KCG Holdings, Inc., Cl. A		(13,870	)		(161,586	)
Kohl’s Corp.		(6,470	)		(394,929	)
Montpelier Re Holdings Ltd.		(8,410	)		(301,246	)
NASDAQ OMX Group, Inc. (The)		(11,825	)		(567,127	)
Nationstar Mortgage Holdings, Inc.		(6,940	)		(195,639	)
Oracle Corp.		(7,905	)		(355,488	)
Pennsylvania Real Estate Investment Trust		(29,800	)		(699,108	)
Rio Tinto plc, Sponsored ADR		(4,990	)		(229,839	)
Rouse Properties, Inc.		(14,170	)		(262,428	)
SanDisk Corp.		(8,790	)		(861,244	)
SandRidge Energy, Inc.		(53,760	)		(97,843	)
Southern Copper Corp.		(27,095	)		(764,079	)
Tiffany & Co.		(2,690	)		(287,453	)
Transocean Ltd.		(21,468	)		(393,508	)
United Technologies Corp.		(1,850	)		(212,750	)
Walter Energy, Inc.		(8,755	)		(12,082	)
Weingarten Realty Investors		(13,690	)		(478,055	)
Total Securities Sold Short (Proceeds $12,931,204)				$	(12,003,730	)

Forward Currency Exchange Contracts as of December 31, 2014
Counterparty	Settlement Month(s)		Currency Purchased (000’s)		Currency Sold (000’s)		Unrealized Appreciation		Unrealized Depreciation
BAC		01/2015	AUD	150	USD	137	$	–	$	14,632
BAC		01/2015	CAD	128	USD	116		–		5,543
BAC		01/2015	CHF	25	USD	28		–		3,044
BAC		01/2015 - 06/2015	INR	219,000	USD	3,443		6,934		43,258
BAC		01/2015	JPY	17,000	USD	166		–		24,231
BAC		01/2015	MXN	6,800	USD	514		–		53,160
BAC		01/2015	SEK	21,800	USD	3,091		–		294,664
BAC		01/2015	TRY	1,660	USD	745		–		34,872
BAC		01/2015	USD	352	AUD	395		30,027		–
BAC		01/2015 - 06/2015	USD	3,359	CAD	3,860		44,469		71
BAC		01/2015	USD	58	GBP	35		3,264		–
BAC		01/2015	USD	105	JPY	11,000		12,765		–
BAC		01/2015	USD	343	TRY	790		5,992		–
BAC		01/2015	USD	3,151	TWD	94,900		150,528		–
BNP		01/2015	MXN	15,400	USD	1,168		–		125,159
BNP		06/2015	MYR	1,285	USD	396		–		34,480
BNP		01/2015	TWD	31,900	USD	1,069		–		60,573
BNP		06/2015	USD	268	MYR	870		22,939		–
BOA		01/2015 - 01/2015	AUD	730	USD	672		–		76,001
BOA		01/2015	CAD	250	USD	233		–		18,025
BOA		01/2015	CHF	20	USD	23		–		2,468
BOA		01/2015	EUR	3,055	USD	3,894		–		196,538
BOA		01/2015	GBP	50	USD	83		–		4,920
BOA		01/2015	INR	228,500	USD	3,691		–		86,573
BOA		01/2015	JPY	37,000	USD	362		–		53,383
BOA		01/2015	KRW	1,740,000	USD	1,699		–		117,105
BOA		01/2015	NOK	21,250	USD	3,331		–		480,668
BOA		01/2015	NZD	3,190	USD	2,576		8,376		100,738

14      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

Forward Currency Exchange Contracts (Continued)
Counterparty	Settlement Month(s)		Currency Purchased (000’s)		Currency Sold (000’s)		Unrealized Appreciation		Unrealized Depreciation
BOA		01/2015	SEK	11,310	USD	1,657	$	–	$	206,551
BOA		06/2015	THB	66,000	USD	1,983		9,377		–
BOA		01/2015	TRY	4,420	USD	1,954		–		67,950
BOA		01/2015	TWD	10,000	USD	337		–		20,608
BOA		01/2015	USD	165	AUD	180		18,781		–
BOA		07/2015	USD	13,083	BRL	32,125		1,594,925		–
BOA		01/2015	USD	1,027	CAD	1,105		75,706		–
BOA		01/2015	USD	1,095	CHF	1,010		78,757		–
BOA		01/2015	USD	841	CLP	472,000		64,438		–
BOA		01/2015	USD	1,308	CZK	27,900		89,260		–
BOA		01/2015 - 02/2015	USD	6,537	EUR	5,005		479,093		–
BOA		01/2015	USD	34	GBP	20		2,919		–
BOA		01/2015	USD	231	HUF	53,000		28,295		–
BOA		01/2015	USD	2,424	INR	156,500		–		44,252
BOA		01/2015	USD	472	JPY	48,000		71,335		–
BOA		01/2015 - 06/2015	USD	11,566	KRW	12,022,666		685,757		–
BOA		03/2015 - 10/2015	USD	6,954	MYR	22,850		562,662		–
BOA		01/2015	USD	1,214	NOK	7,560		200,551		–
BOA		01/2015	USD	3,409	NZD	3,980		310,401		–
BOA		01/2015	USD	3,849	PLN	12,850		222,697		–
BOA		01/2015	USD	3,574	SEK	25,604		289,003		–
BOA		02/2015	USD	4,783	SGD	5,940		302,104		–
BOA		01/2015	USD	2,089	TRY	4,920		12,567		23,194
CITNA-B		01/2015 - 06/2015	CAD	8,120	USD	7,145		4,474		172,107
CITNA-B		01/2015	CZK	143,570	USD	6,753		–		480,251
CITNA-B		01/2015	EUR	3,280	USD	4,422		–		452,496
CITNA-B		01/2015	GBP	155	USD	255		–		13,060
CITNA-B		01/2015	HUF	515,000	USD	2,115		–		146,929
CITNA-B		01/2015	NZD	2,185	USD	1,731		–		28,232
CITNA-B		01/2015	PLN	15,760	USD	4,967		–		518,738
CITNA-B		06/2015	THB	65,000	USD	1,947		15,191		–
CITNA-B		01/2015	TRY	3,240	USD	1,433		–		46,528
CITNA-B		01/2015	USD	394	AUD	425		47,470		–
CITNA-B		01/2015 - 06/2015	USD	6,750	CAD	7,567		248,018		–
CITNA-B		01/2015	USD	5,601	CZK	115,670		547,530		–
CITNA-B		01/2015	USD	4,108	EUR	3,060		404,468		–
CITNA-B		01/2015	USD	450	GBP	270		29,321		–
CITNA-B		01/2015	USD	2,404	HUF	595,000		129,944		–
CITNA-B		01/2015	USD	77	JPY	8,000		9,942		–
CITNA-B		01/2015	USD	2,093	MXN	28,500		161,481		–
CITNA-B		01/2015	USD	4,088	NOK	26,030		596,484		–
CITNA-B		01/2015 - 06/2015	USD	2,988	NZD	3,905		–		27,040
CITNA-B		01/2015 - 03/2015	USD	6,780	PLN	22,560		419,253		–
CITNA-B		01/2015	USD	529	SGD	660		30,459		–
CITNA-B		01/2015	USD	2,015	TRY	4,650		29,955		4,873
CITNA-B		01/2015 - 06/2015	USD	3,310	ZAR	39,030		16,890		25,735
CITNA-B		01/2015 - 06/2015	ZAR	42,540	USD	3,672		18,566		67,887
DEU		01/2015	AUD	250	USD	231		–		27,276
DEU		01/2015	CHF	4,122	USD	4,339		–		192,224
DEU		01/2015	EUR	610	USD	840		–		101,781
DEU		01/2015	GBP	1,125	USD	1,893		–		140,194
DEU		01/2015	JPY	628,500	USD	5,567		–		318,738
DEU		01/2015	NOK	20,000	USD	3,148		–		465,863
DEU		01/2015	NZD	1,370	USD	1,067		756		–
DEU		01/2015 - 06/2015	PLN	26,280	USD	7,811		2,136		410,439
DEU		01/2015	SEK	40,140	USD	5,859		–		710,112
DEU		01/2015	TRY	790	USD	351		–		14,732
DEU		01/2015	USD	1,026	AUD	1,145		91,797		–
DEU		01/2015	USD	3,331	CHF	2,972		341,064		–
DEU		01/2015 - 02/2015	USD	2,057	EUR	1,505		235,291		–
DEU		01/2015	USD	1,819	GBP	1,105		96,652		–
DEU		01/2015 - 09/2015	USD	6,742	JPY	758,000		403,413		–
DEU		01/2015	USD	1,662	MXN	23,245		88,182		–
DEU		01/2015	USD	4,273	NOK	26,620		703,107		–
DEU		06/2015	USD	1,967	NZD	2,550		7,908		–
DEU		01/2015	USD	2,727	PLN	8,900		215,360		–
DEU		01/2015	USD	6,744	SEK	48,713		495,072		–
DEU		02/2015	USD	7,278	SGD	9,200		338,046		–
DEU		01/2015	USD	427	TRY	950		20,900		–
FIB		01/2015	MXN	13,700	USD	1,044		–		116,060

15      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

Forward Currency Exchange Contracts (Continued)
Counterparty	Settlement Month(s)		Currency Purchased (000’s)		Currency Sold (000’s)		Unrealized Appreciation		Unrealized Depreciation
FIB		01/2015	USD	459	JPY	46,500	$	70,388	$	–
GSCO-OT		01/2015	AUD	45	USD	41		–		4,506
GSCO-OT		01/2015	BRL	1,340	USD	504		–		380
GSCO-OT		06/2015	IDR	24,474,000	USD	1,932		–		18,013
GSCO-OT		01/2015	KRW	797,000	USD	772		–		47,391
GSCO-OT		01/2015	PLN	6,810	USD	1,996		–		73,685
GSCO-OT		01/2015	USD	26	AUD	30		1,757		–
GSCO-OT		01/2015 - 07/2015	USD	978	BRL	2,610		20,310		357
GSCO-OT		01/2015	USD	1,370	EUR	1,005		153,710		–
GSCO-OT		06/2015	USD	1,866	IDR	24,474,000		–		48,009
GSCO-OT		01/2015	USD	157	JPY	16,000		23,395		–
GSCO-OT		01/2015	USD	3,826	KRW	4,086,000		112,267		–
JPM		01/2015	BRL	1,340	USD	501		3,353		–
JPM		01/2015	EUR	250	USD	318		–		15,224
JPM		01/2015	GBP	100	USD	167		–		11,458
JPM		01/2015 - 06/2015	KRW	2,670,000	USD	2,529		–		104,365
JPM		01/2015	PLN	3,875	USD	1,261		–		167,141
JPM		01/2015	SEK	1,610	USD	230		–		23,494
JPM		01/2015	TWD	53,000	USD	1,778		–		102,587
JPM		01/2015 - 02/2015	USD	1,001	BRL	2,680		380		3,389
JPM		01/2015	USD	1,032	CAD	1,170		26,100		632
JPM		01/2015	USD	634	EUR	500		28,613		–
JPM		01/2015	USD	114	GBP	70		5,400		–
JPM		09/2015	USD	8,501	MYR	27,700		754,595		–
JPM		01/2015	USD	2,922	ZAR	32,740		93,704		–
JPM		01/2015	ZAR	16,220	USD	1,456		–		54,544
MSCO		01/2015	AUD	230	USD	197		–		9,810
MSCO		01/2015	CHF	2,895	USD	2,996		–		83,148
MSCO		06/2015	EUR	995	USD	1,241		–		34,979
MSCO		01/2015	JPY	337,000	USD	2,870		–		56,212
MSCO		01/2015	MXN	74,700	USD	5,593		–		533,013
MSCO		01/2015	NOK	39,060	USD	5,911		–		672,993
MSCO		01/2015 - 06/2015	NZD	5,330	USD	4,127		9,663		12,260
MSCO		01/2015	USD	620	AUD	675		69,663		–
MSCO		01/2015	USD	1,115	CAD	1,220		65,352		–
MSCO		01/2015	USD	1,164	CHF	1,135		22,459		–
MSCO		01/2015	USD	946	CLP	532,510		69,879		–
MSCO		01/2015	USD	231	EUR	170		25,777		–
MSCO		01/2015 - 06/2015	USD	6,461	JPY	740,900		271,786		–
MSCO		01/2015 - 11/2015	USD	16,470	MXN	239,300		513,563		–
MSCO		01/2015	USD	2,891	NZD	3,510		156,319		–
MSCO		01/2015	USD	2,979	SEK	21,133		267,651		–
NOM		01/2015	USD	5,285	INR	331,000		63,686		–
RBS		01/2015 - 01/2015	CAD	3,003	USD	2,698		–		114,662
RBS		01/2015	CLP	1,004,510	USD	1,721		–		69,167
RBS		01/2015	EUR	1,135	USD	1,545		–		170,964
RBS		01/2015	GBP	135	USD	231		–		20,451
RBS		01/2015	INR	167,000	USD	2,701		–		66,713
RBS		01/2015	JPY	74,000	USD	727		–		108,648
RBS		01/2015	KRW	1,608,000	USD	1,570		–		108,526
RBS		01/2015	MXN	16,900	USD	1,276		–		131,601
RBS		01/2015	NOK	4,100	USD	660		–		109,808
RBS		01/2015	SEK	16,830	USD	2,376		–		216,482
RBS		01/2015	USD	83	AUD	90		9,547		–
RBS		01/2015	USD	1,123	CAD	1,235		60,123		–
RBS		01/2015	USD	2,698	CHF	2,470		213,361		–
RBS		01/2015 - 06/2015	USD	9,888	EUR	7,457		859,526		–
RBS		01/2015	USD	651	GBP	390		42,705		–
RBS		-01/2015	USD	2,682	JPY	276,000		377,437		–
RBS		01/2015	USD	2,576	MXN	34,755		222,484		–
RBS		01/2015	USD	4,428	NOK	27,510		738,266		–
RBS		01/2015	ZAR	6,970	USD	636		–		33,397
TDB		02/2015	NOK	26,600	USD	3,785		–		219,866
TDB		02/2015	SEK	29,150	USD	3,945		–		205,369
TDB		06/2015 - 12/2015	USD	179	KRW	201,000		–		2,095
TDB		02/2015	USD	3,908	NOK	26,600		342,358		–
TDB		02/2015	USD	3,875	SEK	29,150		135,125		–
Total Unrealized Appreciation and Depreciation							$	16,963,754	$	10,329,295

16      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

Futures Contracts as of December 31, 2014
Description	Exchange		Buy/Sell		Expiration Date		Number of Contracts		Value		Unrealized Appreciation (Depreciation)
90 Day Euro		CME		Sell		12/19/16		15	$	3,679,875	$	(12,856	)
Brent Crude Oil*		ICE		Buy		2/12/15		1		58,210		109
Brent Crude Oil*		ICE		Buy		1/15/15		4		229,320		(11,272	)
CAC 40 10 Index		PAR		Sell		1/16/15		118		6,106,953		(282,865	)
CBOE Volatility Index		CBE		Sell		2/18/15		41		747,225		(66,845	)
Corn*		CBT		Sell		3/13/15		4		79,400		(710	)
Euro-BTP		EUX		Sell		3/06/15		2		328,165		(3,925	)
FTSE 100 Index		LIF		Sell		3/20/15		61		6,201,241		(309,323	)
Lead*		LME		Buy		3/16/15		3		139,350		(12,264	)
Live Cattle*		CME		Sell		4/30/15		2		129,920		3,181
Live Cattle*		CME		Buy		8/31/15		1		61,010		(135	)
Natural Gas*		NYM		Sell		3/27/15		5		144,050		21,641
Natural Gas*		NYM		Buy		2/25/15		4		115,840		(14,028	)
Natural Gas*		NYM		Buy		1/28/15		1		28,890		(3,622	)
New York Harbor ULSD*		NYM		Buy		2/27/15		2		152,645		(10,449	)
Nickel*		LME		Buy		3/16/15		3		272,502		(19,211	)
Palladium*		NYM		Sell		3/27/15		2		159,680		(114	)
Platinum*		NYM		Buy		4/28/15		5		302,375		1,620
S&P 500 E-Mini Index		CME		Buy		3/20/15		88		9,030,560		268,546
S&P/TSX 60 Index		MON		Sell		3/19/15		7		1,026,201		(64,385	)
Silver*		CMX		Sell		3/27/15		1		77,995		7,303
Soybean*		CBT		Sell		3/13/15		3		153,525		2,818
SPI 200 Index		SFE		Sell		3/19/15		21		2,307,207		(110,613	)
Sugar #11 World*		NYB		Sell		6/30/15		2		34,160		4,319
Sugar #11 World*		NYB		Sell		2/27/15		2		32,525		4,923
Sugar #11 World*		NYB		Buy		4/30/15		3		50,131		(5,406	)
United States Treasury Long Bonds		CBT		Buy		3/20/15		19		2,746,688		30,261
United States Treasury Nts., 10 yr.		CBT		Buy		3/20/15		21		2,662,734		5,228
WTI Crude Oil*		NYM		Buy		11/20/15		1		59,450		(72	)
WTI Crude Oil*		NYM		Buy		1/20/15		7		372,890		(42,594	)
WTI Crude Oil*		ICE		Sell		2/19/15		1		53,700		169
											$	(620,571	)

*All or a portion of this security is owned by the subsidiary. See Note 1 of the accompanying Consolidated Notes.

Exchange-Traded Options Written at December 31, 2014
Description	Exercise Price			Expiration Date			Number of Contracts			Premiums Received		Value
S&P 500 Index Put		USD	1880 .000		3/20/15	USD		(225	)	$	584,316	$	(471,375	)

Over-the-Counter Options Written at December 31, 2014
Description	Counterparty		Exercise Price			Expiration Date		Number of Contracts				Premiums Received		Value
CAD Currency Put		BOA		CAD	1.260		6/17/15		CAD	(14,772,007	)$		63,895	$	(49,073	)
JPY Currency Put		BOA		JPY	119.590		1/7/15		JPY	(106,000,000	)		4,915		(4,876	)
JPY Currency Call		BOA		JPY	119.590		1/7/15		JPY	(106,000,000	)		4,847		(4,876	)
NOK Currency Put		BOA		SEK	1.040		7/2/15		NOK	(39,000,000	)		143,965		(152,149	)
NOK Currency Call		BOA		SEK	1.040		7/2/15		NOK	(39,000,000	)		146,960		(155,262	)
NOK Currency Call		JPM		SEK	1.045		5/17/15		NOK	(39,000,000	)		126,949		(139,309	)
NOK Currency Put		JPM		SEK	1.045		6/17/15		NOK	(39,000,000	)		160,118		(159,655	)
PLN Currency Call		BOA		PLN	3.220		3/17/15		PLN	(37,750,685	)		38,829		(7,663	)
Total of Over-the-Counter Options Written												$	690,478	$	(672,863	)

Cleared Credit Default Swaps at December 31, 2014
Reference Asset	Buy/Sell Protection		Fixed Rate			Maturity Date		Notional Amount (000’s)			Premiums Received/(Paid)			Value
CDX.HY.22		Buy		5.000	%		6/20/19		USD	1,287	$	84,842		$	(87,870	)
CDX.HY.23		Buy		5.000			12/20/19		USD	5,200		294,441			(322,777	)
CDX.IG.22		Sell		1.000			6/20/19		USD	1,650		(32,737	)		29,997
iTraxx.Main.21		Buy		1.000			6/20/19		EUR	1,250		32,681			(30,304	)
Total of Cleared Credit Default Swaps											$	379,227		$	(410,954	)

17      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

Over-the-Counter Credit Default Swaps at December 31, 2014
Reference Asset	Counterparty		Buy/Sell Protection		Fixed Rate			Maturity Date			Notional Amount (000’s)		Premiums Received/(Paid)			Value
Amgen, Inc.		DEU		Sell		1.000	%		12/20/19	USD		1,300	$	(38,185	)$		41,760
Avon Products, Inc.		BNP		Buy		1.000			12/20/19	USD		1,310		(188,750	)		216,029
Barrick Gold Corp.		BAC		Buy		1.000			12/20/19	USD		1,080		(28,689	)		46,637
Barrick Gold Corp.		BAC		Buy		1.000			12/20/19	USD		220		(9,821	)		9,500
Boston Scientific Corp.		GSG		Buy		1.000			12/20/19	USD		1,340		21,767			(19,353	)
Bristol-Myers Squibb Co.		JPM		Sell		1.000			12/20/19	USD		1,310		(54,425	)		53,291
CBS Corp.		BAC		Buy		1.000			12/20/19	USD		1,340		24,517			(24,888	)
CSX Corp.		FIB		Sell		1.000			12/20/19	USD		1,300		(48,221	)		51,715
Federative Republic of Brazil		BAC		Buy		1.000			3/20/20	USD		400		(16,586	)		19,435
Federative Republic of Brazil		GSG		Buy		1.000			12/20/19	USD		350		(22,606	)		15,643
Ford Motor Co.		BAC		Sell		1.000			12/20/19	USD		1,340		(12,668	)		(3,449	)
Freeport-McMoran, Inc.		CITNA-B		Buy		1.000			12/20/19	USD		1,310		(45,855	)		83,294
Gap, Inc. (The)		BNP		Buy		1.000			12/20/19	USD		1,310		(4,573	)		(6,133	)
General Mills, Inc.		BNP		Buy		1.000			12/20/19	USD		1,340		44,980			(43,699	)
International Business Machines
Corp.		BNP		Buy		1.000			12/20/19	USD		1,310		26,708			(34,935	)
Lowe’s Cos., Inc.		JPM		Sell		1.000			12/20/19	USD		1,310		(52,606	)		51,237
Newmont Mining Corp.		FIB		Buy		1.000			12/20/19	USD		1,300		(53,261	)		45,092
Northrop Grumman Corp.		CITNA-B		Sell		1.000			12/20/19	USD		1,340		(55,816	)		54,163
Portuguese Republic		GSG		Buy		1.000			12/20/19	USD		660		(35,082	)		29,157
Portuguese Republic		JPM		Buy		1.000			3/20/20	USD		270		(13,876	)		13,068
Portuguese Republic		JPM		Buy		1.000			3/20/20	USD		170		(9,489	)		8,228
Republic of Austria		GSG		Buy		1.000			12/20/16	USD		925		17,916			(17,042	)
Republic of Austria		GSG		Buy		1.000			12/20/16	USD		700		14,467			(12,896	)
Republic of Italy		GSG		Buy		1.000			12/20/19	USD		2,950		(1,788	)		46,614
Southwest Airlines Co.		GSG		Sell		1.000			12/20/19	USD		1,300		(24,327	)		26,784
Starwood Hotels & Resorts
Worlwide, Inc.		BAC		Buy		1.000			12/20/19	USD		1,310		21,513			(19,751	)
Target Corp.		BAC		Sell		1.000			12/20/19	USD		1,340		(43,635	)		44,086
Union Pacific Corp.		FIB		Sell		1.000			12/20/19	USD		220		(8,862	)		8,967
Union Pacific Corp.		FIB		Sell		1.000			12/20/19	USD		1,080		(43,953	)		44,019
Wal-Mart Stores, Inc.		BAC		Sell		1.000			12/20/19	USD		1,340		(57,181	)		56,648
Total of Over-the-Counter Credit Default Swaps													$	(698,387	)	$	783,221

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 Asset on which the Fund Sold Protection	Total Maximum Potential Payments for Selling Credit Protection (Undiscounted)		Amount Recoverable*		Reference Asset Rating Range**
Investment Grade Corporate Debt Indexes	$	1,650,000	$	-		BBB+
Investment Grade Single Name Corporate Debt		13,180,000		-		BBB- to AA
Total	$	14,830,000	$	-

* 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.

Cleared Interest Rate Swaps at December 31, 2014

Counterparty

Pay/Receive Floating Rate

Floating Rate

Fixed Rate

Maturity Date

Notional Amount (000’s)

Value

BAC

Pay

Six-Month CHF BBA LIBOR

0.663

%

12/8/24

CHF

3,870

$

(61,080

)

BAC

Pay

Six-Month JPY BBA LIBOR

0.574

12/8/24

JPY

475,000

(26,334

)

BOA

Receive

Three-Month NZD BBR FRA

4.290

12/9/24

NZD

5,095

62,031

JPM

Receive

Three-Month USD BBA LIBOR

2.387

12/8/24

USD

4,010

45,407

Total of Cleared Interest Rate Swaps

$

20,024

18      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

Over-the-Counter Total Return Swaps at December 31, 2014

Reference Asset

Counterparty

Pay/Receive Total Return*

Floating Rate

Maturity Date

Notional Amount (000’s)

Value

BCOM Index**

MAC

Receive

Official settlement price of BCOM Index

2/17/15

USD

(700

)

$

(27,086

)

BX Index

GSG

Receive

One-Month USD BBA LIBOR plus 65 basis points

3/16/15

USD

438

22,466

CGAUOPAU Custom Basket

CITNA-B

Receive

One-Month AUD BBR BBSW plus 50 basis points

3/11/15

AUD

3,156

62,635

CGCNOCAD Custom Basket

CITNA-B

Receive

One-Month CAD BA CDOR plus 30 basis points

4/8/15

CAD

3,044

120,833

CIBZC8DE Index**

CIBC

Receive

Official settlement price of CIBZC8DE Index

2/17/15

USD

(4,200

)

(162,605

)

CIBZOPQR Index**

CIBC

Receive

Official settlement price of CIBZOPQR Index

2/17/15

USD

(2,500

)

(90,361

)

DBOPSPLG Custom Basket

DEU

Receive

One-Month USD BBA LIBOR plus 30 basis points

2/6/15

USD

2,815

47,088

DBOPSPST Custom Basket

DEU

Pay

One-Month USD BBA LIBOR minus 30 basis points

2/6/15

USD

2,914

(18,537

)

GSEHOPHK Custom Basket

GSG

Receive

One-Month HKD HIBOR HKAB plus 40 basis points

12/10/15

HKD

20,402

(3,269

)

GSOPSPS3 Custom Basket

GSG

Receive

One-Month USD BBA LIBOR plus 35 basis points

10/7/15

USD

9,390

48,064

HIF5 Index

GSG

Pay

No Floating Rate

2/6/15

HKD

11,705

(15,435

)

iBoxx USD Leveraged Loans Index

JPM

Receive

One-Month USD BBA LIBOR no spread

6/26/15

USD

36,050

101,774

MLTROPFR Custom Basket

BOA

Receive

One-Month EUR EURIBOR plus 29 basis points

10/7/15

EUR

5,263

(28,869

)

MLTROPUK Custom Basket

BOA

Receive

One-Month GBP BBA LIBOR plus 34 basis points

10/7/15

GBP

4,179

(17,961

)

OEX Index

GSG

Pay

One-Month USD BBA LIBOR minus 5 basis points

7/7/15

USD

4,228

5,265

OEX Index

GSG

Pay

One-Month USD BBA LIBOR minus 5 basis points

7/7/15

USD

3,462

31,249

OEX Index

GSG

Pay

One-Month USD BBA LIBOR minus 5 basis points

7/7/15

USD

1,763

8,994

Total of Over-the-Counter Total Return Swaps

$

84,245

* Fund will pay or receive the total return of the reference asset depending on whether the return is positive or negative. For contracts where the Fund has elected to receive the total return of the reference asset if positive, it will be responsible for paying the floating rate and the total return of the reference asset if negative. If the Fund has elected to pay the total return of the reference asset if positive, it will receive the floating rate and the total return of the reference asset if negative.

** All or a portion of this security is owned by the subsidiary. See Note 2 of the accompanying Consolidated Notes.

Over-the-Counter Volatility Swaps at December 31, 2014

Reference Asset

Counterparty

Pay/Receive Volatility*

Strike Price

Maturity Date

Notional Amount

Value

AUD/NZD spot exchange rate

JPM

Receive

$

7 .350

1/15/15

AUD

2,200

$

(3,125

)

AUD/NZD spot exchange rate

JPM

Pay

10.750

1/30/15

USD

1,800

1,350

AUD/NZD spot exchange rate

JPM

Pay

10.630

1/27/15

USD

1,800

2,376

AUD/NZD spot exchange rate

JPM

Pay

11.450

1/20/15

USD

1,800

4,158

AUD/USD spot exchange rate

DEU

Pay

11.550

1/16/15

USD

1,800

5,184

AUD/USD spot exchange rate

BOA

Pay

11.200

1/12/15

USD

1,800

6,228

AUD/USD spot exchange rate

BOA

Pay

11.250

1/20/15

USD

1,800

4,122

AUD/USD spot exchange rate

BOA

Pay

10.900

1/23/15

USD

1,800

3,384

AUD/USD spot exchange rate

CITNA-B

Pay

10.800

1/30/15

USD

1,800

954

AUD/USD spot exchange rate

BOA

Pay

10.600

1/29/15

USD

1,800

1,566

CAD/CHF spot exchange rate

BOA

Receive

10.050

1/22/15

CAD

2,100

(4,031

)

CHF/SEK spot exchange rate

DEU

Pay

7.975

1/12/15

CHF

1,700

(2,103

)

CHF/SEK spot exchange rate

BOA

Pay

7.500

1/12/15

CHF

1,800

(2,734

)

EUR/CAD spot exchange rate

BOA

Receive

7.700

1/9/15

EUR

1,500

2,305

iShares MSCI Emerging Markets

GSG

Pay

535.923

4/7/15

USD

643

—

iShares MSCI Emerging Markets

GSG

Pay

517.563

4/6/15

USD

270

—

iShares MSCI Emerging Markets

GSG

Receive

544.756

4/6/15

USD

268

—

iShares MSCI Emerging Markets

GSG

Receive

563.588

4/7/15

USD

627

—

iShares MSCI Emerging Markets

GSG

Receive

471.305

1/7/15

USD

325

(54,828

)

iShares MSCI Emerging Markets

GSG

Pay

468.159

1/6/15

USD

308

53,038

iShares MSCI Emerging Markets

GSG

Receive

533.200

1/7/15

USD

290

(67,425

)

iShares MSCI Emerging Markets

GSG

Pay

513.514

1/7/15

USD

295

80,181

iShares MSCI Emerging Markets

GSG

Receive

460.420

1/8/15

USD

311

(48,298

)

19      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

Over-the-Counter Volatility Swaps (Continued)
Reference Asset	Counterparty		Pay/Receive Volatility*		Strike Price		Maturity Date			Notional Amount		Value
iShares MSCI Emerging Markets		GSG		Receive	$	486.900		1/6/15	USD		303	$	(59,146	)
iShares MSCI Emerging Markets		GSG		Pay		454.097		1/7/15	USD		332		40,305
iShares MSCI Emerging Markets		GSG		Pay		435.037		1/8/15	USD		319		(383	)
NZD/JPY spot exchange rate		DEU		Pay		11.450		1/8/15	NZD		2,300		2,296
USD/NOK spot exchange rate		JPM		Pay		18.250		1/20/15	USD		1,800		9,306
USD/NOK spot exchange rate		BOA		Pay		15.850		1/30/15	USD		1,800		(396	)
USD/NOK spot exchange rate		BOA		Pay		16.100		2/2/15	USD		1,800		(630	)
Total of Over-the-Counter Volatility Swaps												$	(26,346	)

* Fund will pay or receive the volatility of the reference asset depending on whether the realized volatility of the reference asset exceeds or is less than the strike price. For contracts where the Fund has elected to receive the volatility of the reference asset, it will receive a net payment of the difference between the realized volatility and the strike price multiplied by the notional amount if the realized volatility exceeds the strike price; the Fund will make a net payment of the absolute value of the difference of the realized volatility and the strike price multiplied by the notional amount if the realized volatility is less than the strike price. For contracts where the Fund has elected to pay the volatility of the reference asset, it will make a net payment of the difference between the realized volatility and the strike price multiplied by the notional amount if the realized volatility exceeds the strike price; the Fund will receive a net payment of the absolute value of the difference of the realized and the strike price multiplied by the notional amount if the realized volatility is less than the strike price.

Glossary:
Counterparty Abbreviations
BAC	Barclays Bank plc
BNP	BNP Paribas
BOA	Bank of America NA
CIBC	Candadian Imperial Bank of Commerce
CITNA-B	Citibank NA
DEU	Deutsche Bank AG
FIB	Credit Suisse International
GSCO-OT	Goldman Sachs Bank USA
GSG	Goldman Sachs Group, Inc. (The)
JPM	JPMorgan Chase Bank NA
MAC	Macquarie Bank Ltd.
MSCO	Morgan Stanley Capital Services, Inc.
NOM	Nomura Global Financial Products, Inc.
RBS	Royal Bank of Scotland plc (The)
TDB	Toronto Dominion Bank
Currency abbreviations indicate amounts reporting in currencies
AUD	Australian Dollar
BRL	Brazilian Real
CAD	Canadian Dollar
CHF	Swiss Franc
CLP	Chilean Peso
CZK	Czech Koruna
EUR	Euro
GBP	British Pound Sterling
HKD	Hong Kong Dollar
HUF	Hungarian Forint
IDR	Indonesia Rupiah
INR	Indian Rupee
JPY	Japanese Yen
KRW	South Korean Won
MXN	Mexican Nuevo Peso
MYR	Malaysian Ringgit
NOK	Norwegian Krone
NZD	New Zealand Dollar
PLN	Polish Zloty
SEK	Swedish Krona
SGD	Singapore Dollar
THB	Thailand Baht
TRY	New Turkish Lira
TWD	New Taiwan Dollar
ZAR	South African Rand
Definitions
BA CDOR	Canada Bankers Acceptances Deposit Offering Rate
BBA LIBOR	British Bankers’ Association London - Interbank Offered Rate
BBR FRA	Bank Bill Forward Rate Agreement
BBR BBSW	Bank Bill Swap Reference Rate (Australian Financial Market)
BCOM	Bloomberg Commodity Index
BX	The Blackstone Group LP Index
CDX.HY.22	Markit CDX High Yield Index

20      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

Glossary: (Continued)
Definitions (Continued)
CDX.HY.23	Markit CDX High Yield Index
CDX.IG.22	Markit CDX Investment Grade Index
CGAUOPAU	Custom Basket of Securities
CGCNOCAD	Custom Basket of Securities
CIBZC8DE	CIBC Custom 8 Enhanced Roll Commodity Index
CIBZOPQR	CIBC Oppenheimer Quarterly Roll Index
DBOPSPLG	Custom Basket of Securities
DBOPSPST	Custom Basket of Securities
EURIBOR	Euro Interbank Offered Rate
GSEHOPHK	Custom Basket of Securities
GSOPSPS3	Custom Basket of Securities
HIBOR	Hong Kong Interbank Offered Rate
HIF5	The Hang Seng Index Futures
HKAB	Hong Kong Association of Banks
iTraxx.Main.21	Credit Default Swap Trading Index for a Specific Basket of Securities
MLTROPFR	Custom Basket of Securities
MLTROPUK	Custom Basket of Securities
MSCI	Morgan Stanley Capital International
OEX	S&P 100 Index
Exchange Abbreviations
CBE	Chicago Board Options Exchange
CBT	Chicago Board of Trade
CME	Chicago Mercantile Exchanges
CMX	Commodity Exchange, Inc.
EUX	European Stock Exchange
ICE	Intercontinental Exchange
LIF	London International Financial Futures and Options Exchange
LME	London Metal Exchange
MON	Montreal Exchange
NYB	New York Board of Trade
NYM	New York Mercantile Exchange
PAR	Paris Stock Exchange
SFE	Sydney Futures Exchange

See accompanying Notes to Consolidated Financial Statements.

21      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying consolidated statement of investments:
Unaffiliated companies (cost $217,346,401)	$	210,665,900
Affiliated companies (cost $40,325,799)		40,325,799
		250,991,699
Cash		847,306
Cash—foreign currencies (cost $1,100,593)		1,093,674
Cash used for collateral on futures		375,000
Cash used for collateral on OTC derivatives		630,000
Cash used for collateral on centrally cleared swaps		1,124,925
Deposits with broker for securities sold short		13,728,557
Unrealized appreciation on foreign currency exchange contracts		16,963,754
Swaps, at value (premiums paid $853,014)		1,630,488
Centrally cleared swaps, at value (premiums paid $32,737)		137,435
Receivables and other assets:
Investments sold		1,145,100
Interest and dividends		1,144,370
Variation margin receivable		32,812
Shares of beneficial interest sold		11,805
Other		6,078
Total assets		289,863,003
Liabilities
Securities sold short, at value (proceeds $12,931,204) - see accompanying statement of investments		12,003,730
Unrealized depreciation on foreign currency exchange contracts		10,329,295
Options written, at value (premiums received $1,274,794)		1,144,238
Swaps, at value (net premiums received $154,627)		789,368
Centrally cleared swaps, at value (premiums received $411,964)		528,365
Payables and other liabilities:
Investments purchased		780,093
Variation margin payable		283,450
Dividends		13,725
Shareholder communications		1,671
Trustees’ compensation		1,215
Distribution and service plan fees		263
Shares of beneficial interest redeemed		30
Other		82,998
Total liabilities		25,958,441
Net Assets	$	263,904,562
Composition of Net Assets
Par value of shares of beneficial interest	$	26,281
Additional paid-in capital		272,118,802
Accumulated net investment loss		(5,239,862	)
Accumulated net realized loss on investments and foreign currency transactions		(3,496,105	)
Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		495,446
Net Assets	$	263,904,562
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 $262,573,020 and 26,148,113 shares of beneficial interest outstanding)		$10.04
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $1,331,542 and 132,732 shares of beneficial interest outstanding)		$10.03

See accompanying Notes to Consolidated Financial Statements.

22      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Allocation of Income and Expenses from master funds1
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC:
Interest	$	207
Net expenses		(12	)
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC		195
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest		14
Dividends		127
Net expenses		(4	)
Net investment income allocated from Oppenheimer Master Loan Fund, LLC		137
Total allocation of net investment income from master funds		332
Investment Income
Interest (net of foreign withholding taxes of $26,513)		2,319,750
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $35,499)		1,021,236
Affiliated companies		28,243
Total investment income		3,369,229
Expenses
Management fees		1,747,430
Distribution and service plan fees - Service shares		802
Transfer and shareholder servicing agent fees:
Non-Service shares		160,525
Service shares		333
Shareholder communications:
Non-Service shares		14,568
Service shares		53
Dividends on short sales		133,859
Legal, auditing and other professional fees		104,293
Custodian fees and expenses		66,638
Financing expense from short sales		28,694
Trustees’ compensation		23,719
Other		45,640
Total expenses		2,326,554
Less reduction to custodian expenses		(89	)
Less waivers and reimbursements of expenses		(206,441	)
Net expenses		2,120,024
Net Investment Income		1,249,537

1. The Fund invests in certain affiliated Funds that expect to be treated as partnerships for tax purposes. See Note 4 of the accompanying Consolidated Notes.

23      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENT OF OPERATIONS Continued

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies (including premiums on options exercised)	$	2,432,223
Closing and expiration of option contracts written		873,715
Closing and expiration of futures contracts		755,643
Foreign currency transactions		(8,112,979	)
Short positions		(119,365	)
Swap contracts		6,094,754
Net realized gain (loss) allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		(193	)
Oppenheimer Master Loan Fund, LLC		634
Net realized gain		1,924,432
Net change in unrealized appreciation/depreciation on:
Investments		(116,359	)
Translation of assets and liabilities denominated in foreign currencies		88,745
Futures contracts		(640,150	)
Option contracts written		126,920
Short positions		927,474
Swap contracts		119,348
Net change in unrealized appreciation/depreciation allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		173
Oppenheimer Master Loan Fund, LLC		(635	)
Net change in unrealized appreciation/depreciation		505,516
Net Increase in Net Assets Resulting from Operations	$	3,679,485

See accompanying Notes to Consolidated Financial Statements.

24      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014			Period Ended December 31, 20131
Operations
Net investment income (loss)	$	1,249,537		$	(24,007	)
Net realized gain (loss)		1,924,432			(23,232	)
Net change in unrealized appreciation/depreciation		505,516			(10,070	)
Net increase (decrease) in net assets resulting from operations		3,679,485			(57,309	)
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(6,230,727	)		(10,989	)
Service shares		(30,926	)		(8	)
		(6,261,653	)		(10,997	)
Tax return of capital:
Non-Service shares		(430,129	)		—
Service shares		(2,135	)		—
		(432,264	)		—
Distributions from net realized gain:
Non-Service shares		(5,294,823	)		—
Service shares		(26,494	)		—
		(5,321,317	)		—
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		260,906,037			10,000,989
Service shares		1,391,583			10,008
		262,297,620			10,010,997
Net Assets
Total increase		253,961,871			9,942,691
Beginning of period		9,942,691			—
End of period (including accumulated net investment loss of $ 5,239,862 and $ 46,804, respectively)	$	263,904,562		$	9,942,691

1. For the period from November 14, 2013 (commencement of operations) to December 31, 2013.

See accompanying Notes to Consolidated Financial Statements.

25      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

CONSOLIDATED FINANCIAL HIGHLIGHTS

	Year Ended December 31,			Period Ended December 31,
Non-Service Shares	2014			20131
Per Share Operating Data
Net asset value, beginning of period	$	9 .92		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0 .08			(0 .02	)
Net realized and unrealized gain (loss)		0 .52			(0.05	)
Total from investment operations		0.60			(0 .07	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .25	)		(0 .01	)
Tax return of capital		(0 .02	)		0 .00
Distributions from net realized gain		(0 .21	)		0 .00
Total dividends and/or distributions to shareholders		(0 .48	)		(0 .01	)
Net asset value, end of period	$	10 .04		$	9 .92
Total Return, at Net Asset Value3		6 .02%			(0.69)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	262,573		$	9,917
Average net assets (in thousands)	$	161,988		$	9,827
Ratios to average net assets:4,5
Net investment income (loss)		0 .77%			(1.85)%
Total expenses6		1 .43%			7.16%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1 .31%			3.33%
Portfolio turnover rate		147%			11%

1. For the period from November 14, 2013 (commencement of operations) to December 31, 2013.

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. Includes the Fund’s shares of the allocated expenses and/or net investment income from the master funds.

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

Year Ended December 31, 2014	1.45	%
Period Ended December 31, 2013	7.18	%

See accompanying Notes to Consolidated Financial Statements.

26      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

	Year Ended December 31,			Period Ended December 31,
Service Shares	2014			20131
Per Share Operating Data
Net asset value, beginning of period	$	9 .92		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0 .08			(0 .03)
Net realized and unrealized gain (loss)		0 .50			(0 .04)
Total from investment operations		0 .58			(0 .07)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .25	)		(0.01)
Tax return of capital		(0 .01	)		0.00
Distributions from net realized gain		(0 .21	)		0 .00
Total dividends and/or distributions to shareholders		(0 .47	)		(0.01)
Net asset value, end of period	$	10.03		$	9 .92
Total Return, at Net Asset Value3		5.90%			(0.72)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,332		$	10
Average net assets (in thousands)	$	335		$	10
Ratios to average net assets:4,5
Net investment income (loss)		0.77%			(2.12)%
Total expenses6		1.78%			7.43%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.67%			3.50%
Portfolio turnover rate		147%			11%

1. For the period from November 14, 2013 (inception of offering) to December 31, 2013.

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. Includes the Fund’s shares of the allocated expenses and/or net investment income from the master funds.

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

Year Ended December 31, 2014	1.80	%
Period Ended December 31, 2013	7.45	%

See accompanying Notes to Consolidated Financial Statements.

27      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer Diversified Alternatives Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. The Sub-Adviser has entered into a sub-sub-advisory agreement with Cornerstone Real Estate Advisers LLC and OFI SteelPath, Inc. (collectively, the “Sub-Sub-Advisers”). Shares of the Fund are sold only to separate accounts of life insurance companies.

    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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Basis for Consolidation. The Fund has established a Cayman Islands exempted company, Oppenheimer Diversified Alternatives Fund/VA (Cayman) Ltd., which is wholly-owned and controlled by the Fund (the “Subsidiary”). The Fund and Subsidiary are both managed by the Manager. The Fund may invest up to 25% of its total assets in the Subsidiary. The Subsidiary invests primarily in commodity-linked derivatives (including commodity futures, financial futures, options and swap contracts) and certain fixed-income securities and other investments that may serve as margin or collateral for its derivatives positions. Investments in the Subsidiary are expected to provide the Fund with exposure to commodities markets within the limitations of the federal tax requirements that apply to the Fund. The Subsidiary is subject to the same investment restrictions and guidelines, and follows the same compliance policies and procedures, as the Fund.

    The financial statements have been consolidated and include accounts of the Fund and the Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated. At December 31, 2014, the Fund owned 15,943 shares with net assets of $9,036,202.

Other financial information at December 31, 2014:

Total market value of investments	$	8,363,993
Net assets	$	9,036,202
Net income (loss)	$	(154,687)
Net realized gain (loss)	$	(1,718,792)
Net change in unrealized appreciation/depreciation	$	(460,749)

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 New York Stock Exchange (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 Consolidated Statement of Operations.

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.

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 Consolidated Statement of Operations, are amortized or accreted daily.

28      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

2. Significant Accounting Policies (Continued)

Custodian Fees. “Custodian fees and expenses” in the Consolidated 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.

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.

    Subchapter M requires, among other things, that at least 90% of the Fund’s gross income be derived from securities or derived with respect to its business of investing in securities (typically referred to as “qualifying income”). Income from commodity-linked derivatives may not be treated as “qualifying income” for purposes of the 90% gross income requirement. The Internal Revenue Service (IRS) has previously issued a number of private letter rulings which conclude that income derived from commodity index-linked notes and investments in a wholly-owned subsidiary will be “qualifying income.” As a result, the Fund will gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.

    The IRS has suspended the granting of private letter rulings pending further review. As a result, there can be no assurance that the IRS will not change its position with respect to commodity-linked notes and wholly-owned subsidiaries. In addition, future legislation and guidance from Treasury and the IRS may adversely affect the fund’s ability to gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.

    The Fund is required to include in income for federal income tax purposes all of the subsidiary’s net income and gains whether or not such income is distributed by the subsidiary. Net income and gains from the subsidiary are generally treated as ordinary income by the Fund, regardless of the character of the subsidiary’s underlying income. Net losses from the subsidiary do not pass through to the Fund for federal income tax purposes.

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.

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2,3		Net Unrealized Depreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$—		$—		$122,271		$6,433,993

1. The Fund had $122,271 of post-October passive foreign investment company losses which were deferred.

2. During the fiscal year ended December 31, 2014, the Fund utilized $4,521 of capital loss carryforward to offset capital gains realized in that fiscal year.

3. During the fiscal year ended December 31, 2013, the Fund did not utilize any capital loss carryforward.

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

Reduction to Paid-in Capital	Reduction to Accumulated Net Investment Loss		Increase to Accumulated Net Realized Loss on Investments
$163,531		$251,322		$87,791

29      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

The tax character of distributions paid during the year ended December 31, 2014 and period ended December 31, 2013 was as follows:

	Year Ended December 31, 2014		Period Ended December 31, 2013
Distributions paid from:
Ordinary income	$	11,293,164	$	10,997
Long-term capital gain		289,806		—
Return of capital4		432,264		—
Total	$	12,015,234	$	10,997

4. Final return of capital numbers will be available at a later date when certain required information for partnership investments is available.

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, 2014 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	$	259,777,972
Federal tax cost of other investments		(12,321,523	)
Total federal tax cost	$	247,456,449
Gross unrealized appreciation	$	8,629,815
Gross unrealized depreciation		(15,063,808	)
Net unrealized depreciation	$	(6,433,993	)

Use of Estimates. 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.

3. 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.

    The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

    The following methodologies are used to determine the market value or the fair value of the types of securities described below:

    Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

    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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

    Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

30      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

3. Securities Valuation (Continued)

    Structured securities, swaps, swaptions, and other over-the-counter derivatives are valued utilizing evaluated prices obtained from third party pricing services or broker-dealers.

    Forward foreign currency exchange contracts are valued utilizing current and forward currency rates obtained from third party pricing services. When the settlement date of a contract is an interim date for which a quotation is not available, interpolated values are derived using the nearest dated forward currency rate.

    Futures contracts and futures options 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.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Structured securities	Relevant market information such as the price of underlying financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, or the occurrence of other specific events.
Swaps	Relevant market information, including underlying reference assets such as credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures, and forward currency rates.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

    To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Consolidated Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

31      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)
	Level 1— Unadjusted Quoted Prices			Level 2— Other Significant Observable Inputs			Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	3,977,044		$	—		$	—	$	3,977,044
Consumer Staples		1,271,974			—			—		1,271,974
Energy		7,679,274			—			—		7,679,274
Financials		12,456,436			5,904,413			—		18,360,849
Health Care		4,440,736			598,999			9,315		5,049,050
Industrials		3,893,417			—			—		3,893,417
Information Technology		4,002,990			437,144			—		4,440,134
Materials		1,609,873			—			—		1,609,873
Telecommunication Services		1,106,514			—			—		1,106,514
Utilities		2,199,084			—			—		2,199,084
Preferred Stocks		—			1,322,144			—		1,322,144
Asset-Backed Securities		—			6,334,474			1,646,494		7,980,968
Foreign Government Obligations		—			56,002,742			—		56,002,742
Non-Convertible Corporate Bonds and Notes		—			15,761,150			10		15,761,160
Convertible Corporate Bond and Note		—			209,313			—		209,313
Corporate Loans		—			7,214,575			—		7,214,575
Event-Linked Bonds		—			32,033,311			—		32,033,311
Exchange-Traded Options Purchased		666,234			—			—		666,234
Over-the-Counter Options Purchased		—			397,763			—		397,763
Over-the-Counter Interest Rate Swaptions Purchased		—			178,172			—		178,172
Investment Companies		41,695,574			—			—		41,695,574
Short-Term Notes		—			37,942,530			—		37,942,530
Total Investments, at Value		84,999,150			164,336,730			1,655,819		250,991,699
Other Financial Instruments:
Swaps, at value		—			1,630,488			—		1,630,488
Centrally cleared swaps, at value		—			137,435			—		137,435
Futures contracts		350,118			—			—		350,118
Foreign currency exchange contracts		—			16,963,754			—		16,963,754
Total Assets	$	85,349,268		$	183,068,407		$	1,655,819	$	270,073,494
Liabilities Table
Other Financial Instruments:
Common Stock Securities Sold Short	$	(11,728,697	)	$	(275,033	)	$	—	$	(12,003,730	)
Swaps, at value		—			(789,368	)		—		(789,368	)
Centrally cleared swaps, at value		—			(528,365	)		—		(528,365	)
Options written, at value		(471,375	)		(672,863	)		—		(1,144,238	)
Futures contracts		(970,689	)		—			—		(970,689	)
Foreign currency exchange contracts		—			(10,329,295	)		—		(10,329,295	)
Total Liabilities	$	(13,170,761	)	$	(12,594,924	)	$	—	$	(25,765,685	)

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to IMMF. When applicable, the Fund’s investment in IMMF is included in the Consolidated 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.

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.

32      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

4. Investments and Risks (Continued)

    The investment objective of Oppenheimer Master Loan Fund, LLC is to seek income. The investment objective of Oppenheimer Master Event-Linked Bond Fund, LLC is to seek total return. The Fund’s investments in the Master Funds are included in the Consolidated 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.

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 Consolidated Statement of Operations as a change in unrealized appreciation or depreciation on investments. The Fund records a realized gain or loss on the Consolidated Statement of Operations upon the sale or maturity of such securities.

Restricted Securities. As of December 31, 2014, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Consolidated Statement of Investments. Restricted securities are reported on a schedule following the Consolidated Statement of Investments.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets.

    The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

Master Limited Partnerships (“MLPs”). MLPs issue common units that represent an equity ownership interest in a partnership and provide limited voting rights. MLP common units are registered with the Securities and Exchange Commission (“SEC”), and are freely tradable on securities exchanges such as the NYSE and the NASDAQ Stock Market (“NASDAQ”), or in the over-the-counter (“OTC”) market. An MLP consists of one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. MLP common unit holders have a limited role in the partnership’s operations and management. The Fund, as a limited partner, normally would not be liable for the debts of the MLP beyond the amounts the Fund has contributed, but would not be shielded to the same extent that a shareholder of a corporation would be. In certain circumstances creditors of an MLP would have the right to seek return of capital distributed to a limited partner. This right of an MLP’s creditors would continue after the Fund sold its investment in the MLP.

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 that have missed an interest payment, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently miss an interest payment. Information concerning securities not accruing interest as of December 31, 2014 is as follows:

Cost	$23,154
Market Value	$9,510
Market value as % of Net Assets	Less than 0.005%

Sovereign Debt Risk. The Fund invests in sovereign debt securities, which are subject to certain special risks. These risks include, but are not limited to, the risk that a governmental entity may delay or refuse, or otherwise be unable, to pay interest or repay the principal on its sovereign debt. There may also be no legal process for collecting sovereign debt that a government does not pay or bankruptcy proceedings through which all or part of such sovereign debt may be collected. In addition, a restructuring or default of sovereign debt may also cause additional impacts to the financial markets, such as downgrades to credit ratings, reduced liquidity and increased volatility, among others.

5. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance 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. These instruments may allow the Fund to pursue its objectives more

33      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

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:

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.

    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 due to unanticipated changes in the market risk factors and the overall market. 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. 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. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

    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.

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

Forward Currency Exchange Contracts

The Fund may enter into forward currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date. Such contracts are traded in the OTC inter-bank currency dealer market.

    Forward contracts are reported on a schedule following the Consolidated Statement of Investments. The unrealized appreciation (depreciation) is reported in the Consolidated Statement of Assets and Liabilities as a receivable (or payable) and in the Consolidated 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 Consolidated Statement of Operations.

    The Fund has entered into forward 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 contracts seek to increase exposure to foreign exchange rate risk.

    The Fund has entered into forward 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 Fund.

    The Fund has entered into forward 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 contracts seek to increase exposure to foreign exchange rate risk.

    The Fund has entered into forward 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 Fund.

    During the year ended December 31, 2014, the Fund had daily average contract amounts on forward contracts to buy and sell of $60,087,396 and $94,826,095, respectively.

    Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty to a forward contract will default and fail to perform its obligations to the Fund.

34      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a commodity, financial instrument or currency 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 and options thereon are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange.

    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 in an account registered in the futures commission merchant’s name. Subsequent payments (variation margin) are paid to or from the futures commission merchant each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains and losses. Should the Fund fail to make requested variation margin payments, the futures commission merchant can gain access to the initial margin to satisfy the Fund’s payment obligations.

    Futures contracts are reported on a schedule following the Consolidated Statement of Investments. Securities held by a futures commission merchant to cover initial margin requirements on open futures contracts are noted in the Consolidated Statement of Investments. Cash held by a futures commission merchant 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 Consolidated Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Consolidated Statement of Operations. Realized gains (losses) are reported in the Consolidated 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.

    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.

    The Fund has purchased futures contracts, which have values that are linked to the price movement of the related volatility indexes, in order to increase exposure to volatility risk.

    The Fund has sold futures contracts, which have values that are linked to the price movement of the related volatility indexes, in order to decrease exposure to volatility risk.

    The Fund has purchased futures contracts, which have values that are linked to the price movement of the related commodities, in order to increase exposure to commodity risk.

    The Fund has sold futures contracts, which have values that are linked to the price movement of the related commodities, in order to decrease exposure to commodity risk.

    During the year ended December 31, 2014, the Fund had an ending monthly average market value of $9,015,083 and $13,354,811 on futures contracts purchased and sold, respectively.

    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 call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security, currency or other underlying financial instrument at a fixed price, upon exercise of the option.

    Options can be traded through an exchange or through a privately negotiated arrangement with a dealer in an OTC transaction. Options traded through an exchange are generally cleared through a clearinghouse (such as The Options Clearing Corporation). 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 Consolidated 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 Consolidated Statement of Operations.

    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.

    The Fund has purchased call options on treasury and/or euro futures to increase exposure to interest 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 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.

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

    The Fund has purchased put options on individual commodities and/or commodity indexes to decrease exposure to commodity risk. A purchased put option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

    During the year ended December 31, 2014, the Fund had an ending monthly average market value of $235,266 and $175,110 on purchased call options and purchased put options, respectively.

35      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

    Options written, if any, are reported in a schedule following the Consolidated Statement of Investments and as a liability in the Consolidated Statement of Assets and Liabilities. Securities held in collateral accounts to cover potential obligations with respect to outstanding written options are noted in the Consolidated Statement of Investments.

    The risk in writing a call option is that the market price of the security increases and if the option is exercised, the Fund must either purchase the security at a higher price for delivery or, if the Fund owns the underlying security, give up the opportunity for profit. 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.

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

    During the year ended December 31, 2014, the Fund had an ending monthly average market value of $67,723 and $136,701 on written call options and written put options, respectively.

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

Written option activity for the year ended December 31, 2014 was as follows:

	Number of Contracts		Amount of Premiums
Options outstanding as of December 31, 2013		39,105,134		$                         21,023
Options written		10,545,728,488		3,564,425
Options closed or expired		(6,659,903,194)		(873,716)
Options exercised		(3,504,407,511)		(1,436,938)
Options outstanding as of December 31, 2014		420,522,917		$                    1,274,794

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, the price or volatility of asset or non-asset references, or the occurrence of a credit event, over a specified period. Swaps can be executed in a bi-lateral privately negotiated arrangement with a dealer in an OTC transaction (“OTC swaps”) or executed on a regulated market. Certain swaps, regardless of the venue of their execution, are required to be cleared through a clearinghouse (“centrally cleared swaps”). Swap contracts may include interest rate, equity, debt, index, total return, credit default, currency, and volatility swaps.

    Swap contracts are reported on a schedule following the Consolidated Statement of Investments. The values of centrally cleared swap and OTC swap contracts are aggregated by positive and negative values and disclosed separately on the Consolidated Statement of Assets and Liabilities. 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, if any, at termination or settlement. The net change in this amount during the period is included on the Consolidated 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 Consolidated Statement of Operations.

    Swap contract agreements are exposed to the market risk factor of the specific underlying reference rate or 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 have embedded leverage, they can expose the Fund to substantial risk in the isolated market risk factor.

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

    The buyer of protection pays a periodic fee to the seller of protection based on the notional amount of 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.

36      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

    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 swap less the market value of specified debt securities issued by the reference asset. Upon exercise of the contract the difference between such value and the notional amount is recorded as realized gain (loss) and is included on the Consolidated Statement of Operations.

    The Fund has sold credit protection through credit default swaps to increase exposure to the credit risk of individual issuers and/or indexes of issuers 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 issuers and/or indexes of issuers.

    For the year ended December 31, 2014, the Fund had ending monthly average notional amounts of $10,271,691 and $7,054,615 on credit default swaps to buy protection and credit default swaps to sell protection, respectively.

    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 floating 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.

    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.

    For the year ended December 31, 2014, the Fund had ending monthly average notional amounts of $3,549,468 and $4,534,871 on interest rate swaps which pay a fixed rate and interest rate swaps which receive a fixed rate, respectively.

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

Total Return Swap Contracts. A total return swap is an agreement between counterparties to exchange periodic payments based on the value of asset or non-asset references. One cash flow is typically based on a non-asset reference (such as an interest rate) and the other on the total return of a reference asset (such as a security or a basket of securities or securities index). 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 on various equity securities or indexes to increase exposure to equity risk. These equity risk related total return swaps require the Fund to pay a floating reference interest rate, and an amount equal to the negative price movement of securities or an index (expressed as a percentage) multiplied by the notional amount of the contract. The Fund will receive payments equal to the positive price movement of the same securities or index (expressed as a percentage) multiplied by the notional amount of the contract and, in some cases, dividends paid on the securities.

    The Fund has entered into total return swaps on various equity securities or 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 securities or an index (expressed as a percentage) multiplied by the notional amount of the contract and, in some cases, dividends paid on the securities. The Fund will receive payments of a floating reference interest rate and an amount equal to the negative price movement of the same securities or index (expressed as a percentage) multiplied by the notional amount of the contract.

    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 to, or receive payments from, the counterparty based on the movement of credit spreads of the related indexes or securities.

    The Fund has entered into total return swaps on various commodity indexes to increase exposure to commodity risk. These commodity risk related total return swaps require the Fund to pay a fixed or a floating reference interest rate, and an amount equal to the negative price movement of an index (expressed as a percentage) multiplied by the notional amount of the contract. The Fund will receive payments equal to the positive price movement of the same index (expressed as a percentage) multiplied by the notional amount of the contract.

    The Fund has entered into total return swaps on various commodity indexes to decrease exposure to commodity risk. These commodity risk related total return swaps require the Fund to pay an amount equal to the positive price movement of an index (expressed as a percentage) multiplied by the notional amount of the contract. The Fund will receive payments of a fixed or a floating reference interest rate and an amount equal to the negative price movement of the same index (expressed as a percentage) multiplied by the notional amount of the contract.

    For the year ended December 31, 2014, the Fund had ending monthly average notional amounts of $45,335,381 and $8,194,375 on total return swaps which are long the reference asset and total return swaps which are short the reference asset, respectively.

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

Volatility Swap Contracts. A volatility swap is an agreement between counterparties to exchange periodic payments based on the measured volatility of a reference security, index, currency or other reference investment over a specified time frame. One cash flow is typically based on the realized volatility of the reference investment as measured by changes in its price or level over the specified time period while the other cash flow is based on a specified rate representing expected volatility for the reference investment at the time the swap is executed, or the measured volatility of a

37      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

different reference investment over the specified time period. The appreciation or depreciation on a volatility swap will typically depend on the magnitude of the reference investment’s volatility, or size of the movements in its price, over the specified time period, rather than general directional increases or decreases in its price.

    Volatility swaps are less standard in structure than other types of swaps and provide pure, or isolated, exposure to volatility risk of the specific underlying reference investment. Volatility swaps are typically used to speculate on future volatility levels, to trade the spread between realized and expected volatility, or to decrease the volatility exposure of investments held by the Fund.

    Variance swaps are a type of volatility swap where counterparties agree to exchange periodic payments based on the measured variance (or the volatility squared) of a reference security, index, or other reference investment over a specified time period. At payment date, a net cash flow will be exchanged based on the difference between the realized variance of the reference investment over the specified time period and the specified rate representing expected variance for the reference investment at the time the swap is executed multiplied by the notional amount of the contract.

    The Fund has entered into volatility swaps to increase exposure to the volatility risk of various reference investments. These types of volatility swaps require the Fund to pay the measured volatility and receive a fixed rate payment. If the measured volatility of the related reference investment increases over the period, the swaps will depreciate in value. Conversely, if the measured volatility of the related reference investment decreases over the period, the swaps will appreciate in value.

    The Fund has entered into volatility swaps to decrease exposure to the volatility risk of various reference investments. These types of volatility swaps require the Fund to pay a fixed rate payment and receive the measured volatility. If the measured volatility of the related reference investment increases over the period, the swaps will appreciate in value. Conversely, if the measured volatility of the related reference investment decreases over the period, the swaps will depreciate in value.

    The Fund has entered into variance swaps to increase exposure to the volatility risk of various reference investments. These types of volatility swaps require the Fund to make a payment if the measured price variance of the reference investment exceeds the specified fixed rate. If the measured variance of the related reference investment increases over the period, the swaps will depreciate in value. Conversely, if the measured variance of the related reference investment decreases over the period, the swaps will appreciate in value.

    The Fund has entered into variance swaps to decrease exposure to the volatility risk of various reference investments. These types of volatility swaps require the Fund to make a payment if the measured price variance of the reference asset is less than the specified fixed rate. If the measured variance of the related reference investment increases over the period, the swaps will appreciate in value. Conversely, if the measured variance of the related reference investment decreases over the period, the swaps will depreciate in value.

    For the year ended December 31, 2014, the Fund had ending monthly average notional amounts of $14,179 and $6,001 on volatility swaps which pay measured volatility/variance and volatility swaps which receive measured volatility/variance, respectively.

    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.

    Purchased swaptions are reported as a component of investments in the Consolidated Statement of Investments and the Consolidated Statement of Assets and Liabilities. Written swaptions are reported on a schedule following the Consolidated Statement of Investments and their value is reported as a separate asset or liability line item in the Consolidated Statement of Assets and Liabilities. The net change in unrealized appreciation or depreciation on written swaptions is separately reported in the Consolidated 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 Consolidated 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 prior to exercise 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 purchased swaptions which gives it the option to enter into an interest rate swap in which it pays a floating interest rate and receives a fixed interest rate in order to increase exposure to interest rate risk. A purchased swaption of this type becomes more valuable as the reference interest rate decreases relative to the preset interest rate.

    During the year ended December 31, 2014, the Fund had an ending monthly average market value of $85,690 on purchased swaptions.

Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.

    The Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund. For OTC options purchased, the Fund bears the risk of loss of the amount of the premiums paid plus the positive change in market values net of any collateral held by the Fund should the counterparty fail to perform under the contracts. Options written by the Fund do not typically give rise to counterparty credit risk, as options written generally obligate the Fund and not the counterparty to perform.

    To reduce counterparty risk with respect to OTC transactions, 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 make (or to have an entitlement to receive) a single net payment in the event of default (close-out netting) for outstanding payables and receivables with respect to certain OTC positions in swaps,

38      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

options, swaptions, 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, 2014, the Fund has required certain counterparties to post collateral of $7,212,970.

    ISDA master agreements include credit related contingent features which allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event that, for example, the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA master agreements, which would cause the Fund to accelerate payment of any net liability owed to the counterparty.

    For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Consolidated Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

    The Fund’s risk of loss from counterparty credit risk on exchange-traded derivatives cleared through a clearinghouse and for centrally cleared swaps is generally considered lower than as compared to OTC derivatives. However, counterparty credit risk exists with respect to initial and variation margin deposited/paid by the Fund that is held in futures commission merchant, broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally cleared swaps.

    With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker, futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.

    There is the risk that a broker, futures commission merchant or clearinghouse will decline to clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination fee to the executing broker with whom the Fund initially enters into the transaction. Clearinghouses may also be permitted to terminate centrally cleared swaps at any time. The Fund is also subject to the risk that the broker or futures commission merchant will improperly use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment obligations of another customer. In the event of a default by another customer of the broker or futures commission merchant, the Fund might not receive its variation margin payments from the clearinghouse, due to the manner in which variation margin payments are aggregated for all customers of the broker/futures commission merchant.

    Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker, futures commission merchant or clearinghouse for exchange-traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or increase the margin amount, in certain circumstances.

    Collateral terms are contract specific for OTC derivatives. For derivatives traded under an ISDA master agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund or the counterparty.

    For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Consolidated Statement of Assets and Liabilities as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Consolidated Statement of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold (e.g. $250,000) before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.

The following table presents by counterparty the Fund’s OTC derivative assets net of the related collateral posted for the benefit of the Fund at December 31, 2014:

			Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities
Counterparty	Gross Amount of Assets in the Consolidated Statement of Assets & Liabilities*		Financial Instruments Available for Offset			Financial Instruments Collateral Received**			Cash Collateral Received**			Net Amount
Bank of America NA	$	5,331,908	$	(1,927,494	)	$	(3,237,978	)	$	—		$	166,436
Barclays Bank plc		430,285		(430,285	)		—			—			—
BNP Paribas		238,968		(238,968	)		—			—			—
Citibank NA		3,031,325		(1,983,876	)		(987,516	)		—			59,933
Credit Suisse International		220,181		(116,060	)		(104,121	)		—			—
Deutsche Bank AG		3,136,012		(2,401,999	)		—			(730,000	)		4,013
Goldman Sachs Bank USA		311,439		(192,341	)		(119,098	)		—			—
Goldman Sachs Group, Inc. (The)		472,545		(298,075	)		(174,470	)		—			—
JPMorgan Chase Bank NA		1,270,320		(784,923	)		(283,221	)		—			202,176
Morgan Stanley Capital Services, Inc.		1,472,112		(1,402,415	)		(6,546	)		—			63,151
Nomura Global Financial Products, Inc.		254,150		—			—			—			254,150
Royal Bank of Scotland plc (The)		2,523,449		(1,150,419	)		—			(1,160,000	)		213,030
Toronto Dominion Bank		477,483		(427,330	)		—			—			50,153
	$	19,170,177	$	(11,354,185	)	$	(4,912,950	)	$	(1,890,000	)	$	1,013,042

39      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments (Continued)

* OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to centrally cleared swaps and futures are excluded from these reported amounts.

** Reported collateral posted for the benefit of the Fund within this table is limited to the net outstanding amount due from an individual counterparty. The collateral posted for the benefit of the Fund may exceed these amounts.

The following table presents by counterparty the Fund’s OTC derivative liabilities net of the related collateral pledged by the Fund at December 31, 2014:

				Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities
Counterparty	Gross Amount of Liabilities in the Consolidated Statement of Assets & Liabilities*			Financial Instruments Available for Offset		Financial Instruments Collateral Pledged**		Cash Collateral Pledged**		Net Amount
Bank of America NA	$	(1,927,494	)	$	1,927,494	$	—	$	—	$	—
Barclays Bank plc		(521,563	)		430,285		—		—		(91,278	)
BNP Paribas		(304,979	)		238,968		—		—		(66,011	)
Canadian Imperial Bank Of Commerce		(252,966	)		—		—		252,966		—
Citibank NA		(1,983,876	)		1,983,876		—		—		—
Credit Suisse International		(116,060	)		116,060		—		—		—
Deutsche Bank AG		(2,401,999	)		2,401,999		—		—		—
Goldman Sachs Bank USA		(192,341	)		192,341		—		—		—
Goldman Sachs Group, Inc. (The)		(298,075	)		298,075		—		—		—
JPMorgan Chase Bank NA		(784,923	)		784,923		—		—		—
Macquarie Bank Ltd.		(27,086	)		—		—		27,086		—
Morgan Stanley Capital Services, Inc.		(1,402,415	)		1,402,415		—		—		—
Royal Bank of Scotland plc (The)		(1,150,419	)		1,150,419		—		—		—
Toronto Dominion Bank		(427,330	)		427,330		—		—		—
	$	(11,791,526	)	$	11,354,185	$	—	$	280,052	$	(157,289)

* OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to centrally cleared swaps and futures are excluded from these reported amounts.

** Reported collateral pledged within this table is limited to the net outstanding amount due from the Fund. The securities pledged as collateral by the Fund as reported on the Consolidated Statements of Investments may exceed these amounts.

The following table presents the valuations of derivative instruments by risk exposure as reported within the Consolidated Statement of Assets and Liabilities as of December 31, 2014:

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Consolidated Statement of Assets and Liabilities Location	Value			Consolidated Statement of Assets and Liabilities Location	Value
Commodity contracts					Swaps, at value	$	280,052
Credit contracts	Swaps, at value	$	1,067,141		Swaps, at value		182,146
Equity contracts	Swaps, at value		346,594		Swaps, at value		84,071
Volatility contracts	Swaps, at value		216,753		Swaps, at value		243,099
Credit contracts	Centrally cleared swaps, at value		29,997		Centrally cleared swaps, at value		440,951
Interest rate contracts	Centrally cleared swaps, at value		107,438		Centrally cleared swaps, at value		87,414
Commodity contracts	Variation margin receivable		19,973	*	Variation margin payable		65,488	*
Equity contracts	Variation margin receivable		2,901	*	Variation margin payable		168,200	*
Interest rate contracts	Variation margin receivable		9,938	*	Variation margin payable		562	*
Volatility contracts					Variation margin payable		49,200	*
Foreign exchange contracts	Unrealized appreciation on foreign currency exchange contracts		16,963,754		Unrealized depreciation on foreign currency exchange contracts		10,329,295
Equity contracts					Options written, at value		471,375
Foreign exchange contracts					Options written, at value		672,863
Equity contracts	Investments, at value		639,000	**
Foreign exchange contracts	Investments, at value		397,763	**
Interest rate contracts	Investments, at value		205,406	**
Total		$	20,006,658			$	13,074,716

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

** Amounts relate to purchased option contracts and purchased swaption contracts.

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

40      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

5. Risk Exposures and the Use of Derivative Instruments (Continued)

	Amount of Realized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investment from unaffiliated companies (including premiums on options exercised)*		Closing and expiration of option contracts written		Closing and expiration of futures contracts			Foreign currency transactions		Swap contracts			Total
Commodity contracts	$	8,280	$	—	$	(208,962	)	$	—	$	(1,501,277	)	$	(1,701,959	)
Credit contracts		—		—		—			—		(382,551	)		(382,551	)
Equity contracts		747,931		22,352		831,323			—		(799,339	)		802,267
Foreign exchange contracts		91,864		851,363		—			1,041,494		—			1,984,721
Interest rate contracts		(11,944)		—		315,682			—		104,124			407,862
Volatility contracts		—		—		(182,400	)		—		8,673,797			8,491,397
Total	$	836,131	$	873,715	$	755,643		$	1,041,494	$	6,094,754		$	9,601,737

* Includes purchased option contracts, purchased swaption contracts, written option contracts exercised and written swaption contracts exercised, if any.

	Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investments*			Option contracts written		Futures contracts			Translation of assets and liabilities denominated in foreign currencies		Swap contracts			Total
Commodity contracts	$	—		$	—	$	(95,414	)	$	—	$	(280,052	)	$	(375,466	)
Credit contracts		—			—		—			—		154,881			154,881
Equity contracts		15,067			111,780		(494,499	)		—		251,055			(116,597	)
Foreign exchange contracts		(269,396	)		15,140		—			6,631,113		—			6,376,857
Interest rate contracts		(143,981	)		—		16,506			—		20,024			(107,451	)
Volatility contracts		—			—		(66,743	)		—		(26,560	)		(93,303	)
Total	$	(398,310	)	$	126,920	$	(640,150	)	$	6,631,113	$	119,348		$	5,838,921

* Includes purchased option contracts and purchased swaption contracts, if any.

6. 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, 2014						Period Ended December 31, 20131
	Shares			Amount			Shares		Amount
Non-Service Shares
Sold		24,008,256		$	249,427,902			999,000	$	9,990,000
Dividends and/or distributions reinvested		1,139,749			11,478,135			1,108		10,989
Redeemed		—			—			—		—
Net increase		25,148,005		$	260,906,037			1,000,108	$	10,000,989
Service Shares
Sold		143,042		$	1,512,896			1,000	$	10,000
Dividends and/or distributions reinvested		5,873			59,078			1		8
Redeemed		(17,184	)		(180,391	)		—		—
Net increase		131,731		$	1,391,583			1,001	$	10,008

1. For the period from November 14, 2013 (commencement of operations) to December 31, 2013.

7. 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, 2014 were as follows:

	Purchases		Sales
Investment securities	$	219,795,182	$	111,581,602

8. 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	1.00	%
Next $500 million	0.95
Next $4 billion	0.90
Over $5 billion	0.88

41      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

8. Fees and Other Transactions with Affiliates (Continued)

The Manager also provides investment management related services to the Subsidiary. The Subsidiary pays the Manager a monthly management fee at an annual rate according to the above schedule. The Subsidiary also pays certain other expenses including custody and directors’ fees.

The Fund’s management fee for the fiscal year ended December 31, 2014 was 1.00% of average annual net assets before any Subsidiary management fees or any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund and the Subsidiary. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund and the Subsidiary, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Sub-Sub-Adviser Fees. The Sub-Adviser retains the Sub-Sub-Adviser to provide the day-today portfolio management of the Fund. Under the Sub-Sub-Advisory Agreement, the Sub-Adviser pays the Sub-Sub-Adviser an annual fee in monthly installments, based on the average daily net assets of the Fund. The fee paid to the Sub-Sub-Adviser under the Sub-Sub-Advisory agreement is paid by the Sub-Adviser, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Consolidated Statement of Operations and Consolidated Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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 Consolidated 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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors 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 Consolidated Statement of Operations.

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive fees and/or reimburse expenses to limit the Fund’s “Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses” (excluding any applicable dividend expense, taxes, interest and fees from borrowing, any subsidiary expenses, Acquired Fund Fees and Expenses, brokerage commissions, extraordinary expenses and certain other Fund expenses) so that, as percentages of average daily net assets, those expenses will not exceed the annual rate of 1.20% for Non-Service shares and 1.45% for Service shares. During the period ended December 31, 2014, the Manager waived fees and/or reimbursed the Fund $34,204 and $127 for Non-Service and Service, respectively.

The Manager has contractually agreed to waive the Fund’s management fee in an amount equal to the management fee of the Subsidiary. During the year ended December 31, 2014, this waiver reduced the Fund’s management fee by $138,626.

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 and Master Funds. During the year ended December 31, 2014, the Manager waived fees and/or reimbursed the Fund $33,484 for management fees.

These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

42      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

9. Borrowings and Other Financing

Securities Sold Short. The Fund sells securities that it does not own, and it will therefore be obligated to purchase such securities at a future date. Upon entering into a short position, the Fund is required to segregate cash or securities at its custodian which are pledged for the benefit of the lending broker and/or to deposit and pledge cash directly at the lending broker, with a value equal to a certain percentage, exceeding 100%, of the value of the securities that it sold short. Cash that has been segregated and pledged for this purpose will be disclosed on the Consolidated Statement of Assets and Liabilities; securities that have been segregated and pledged for this purpose are disclosed as such in the Consolidated Statement of Investments. The aggregate market value of such cash and securities at period end is $18,087,043. The value of the open short position is recorded as a liability, and the Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the change in value of the open short position. The Fund records a realized gain or loss when the short position is closed out. By entering into short sales, the Fund bears the market risk of increases in value of the security sold short in excess of the proceeds received. Until the security is replaced, the Fund is required to pay the lender any dividend or interest earned. Dividend expense on short sales is treated as an expense in the Consolidated Statement of Operations.

10. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

43      OPPENHEIMER DIVERSIFIED ALTERNATIVES 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 consolidated statement of assets and liabilities of Oppenheimer Diversified Alternatives Fund/VA (a separate series of Oppenheimer Variable Account Funds) and subsidiary, including the consolidated statement of investments, as of December 31, 2014, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets and the consolidated financial highlights for each of the years or periods in the two-year period then ended. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audits.

We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Diversified Alternatives Fund/VA and subsidiary as of December 31, 2014, the results of their operations for the year then ended, the changes in their net assets and the consolidated financial highlights for each of the years or periods in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG _LLP

Denver, Colorado

February 19, 2015

44      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

Capital gain distributions of $0.01153 per share were paid to Non-Service and Service shareholders, respectively, on December 23, 2014. 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).

The Fund experienced a return of capital during the period ending December 31, 2014. Final return of capital numbers will be available at a later date when certain required information for partnership investments is available.

Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 2.50% to arrive at the amount eligible for the corporate dividend-received deduction.

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.

45      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI”) together the “Managers”). OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund, and OFI has entered into sub-sub-advisory agreements with Cornerstone Real Estate Advisers LLC (“Cornerstone”) and OFI SteelPath, Inc., (“SteelPath”), (jointly, the “Sub-Sub-Advisers”), whereby Cornerstone and SteelPath provide investment sub-sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Managers, the Sub-Sub Advisers and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ and the Sub-Sub Advisers’ services, (ii) the investment performance of the Fund, the Managers and the Sub-Sub Advisers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and the Sub-Sub Advisers, 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 Managers and the Sub-Sub Advisers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers and the Sub-Sub Advisers.

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 Managers’ and Sub-Sub Advisers’ key personnel who provide such services. OFI and the Sub-Sub-Advisers’ duties include providing the Fund with the services of the portfolio managers and the Sub-Sub-Advisers’ investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments. The Managers’ duties include 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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Managers’ and Sub-Sub Advisers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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 Mark Hamilton, Benjamin Rockmuller, Dokyoung Lee, David Wharmby, and Brian Watson, the portfolio managers for the Fund, and OFI’s and the Sub-Sub-Advisers’ investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ and the Sub-Sub Advisers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Fund. The Board considered that the Fund was launched on November 14, 2013 and therefore does not have a full calendar year of performance. The Board noted that the Fund’s 2014 relative performance is strong, ranking in the second percentile of its category for the year-to-date period ended April 30, 2014.

    Costs of Services. The Board reviewed the fees paid to the Managers and the Sub-Sub Advisers and the other expenses borne by the Fund. The Board noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement and the Sub-Adviser pays the Sub-Sub-Advisers’ fees under the sub-sub-advisory agreements. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail multialternative funds underlying variable insurance products. In reviewing the fees and expenses charged to the Fund, 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 Fund to those of retail 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 noted that the Fund’s contractual management fees and total expenses were lower than their respective peer group median and category median and ranked in the first quintile of their expense group. Within the total asset range of $0 to $50 million, the Fund’s effective management fee rate was lower than its peer group median and category median. The Board further considered that the Manager has contractually agreed 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 1.20% for Non-Service Shares and 1.45% for Service Shares. This waiver and/or reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

Economies of Scale and Profits Realized by the Managers and Sub-Sub Advisers. The Board considered information regarding the Managers’ and Sub-Sub Advisers’ costs in providing services to the Fund, including the costs associated with the personnel and systems necessary to manage the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund. The Board noted

46      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

that the Fund 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 Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Managers and Sub-Sub Advisers 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 Managers and Sub-Sub Advisers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

47      OPPENHEIMER DIVERSIFIED ALTERNATIVES 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 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.

48      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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.
Sam Freedman, Chairman of the Board of Trustees and Trustee (since 2013) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 2013) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2013) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2013) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2013) Year of Birth:1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2013) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

49      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

F. William Marshall, Jr., Trustee (since 2013) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2013) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2013) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

INTERESTED TRUSTEE

Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

William F. Glavin, Jr., Trustee (since 2013) Year of Birth: 1958

Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

OTHER OFFICERS OF THE FUND

The addresses of the Officers in the chart below are as follows: for Messrs. Hamilton, Lee, Rockmuller, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. 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.

Mark Hamilton Vice President (since 2013) Year of Birth: 1965

Chief Investment Officer, Asset Allocation of the Sub-Adviser (since April 2013) and a Senior Vice President of the Sub-Adviser (since April 2013). Mr. Hamilton served at AllianceBernstein L.P. (from 1994-2013), as an Investment Director of Dynamic Asset Allocation (from 2010-2013), Head of North American Blend Team (from 2009-2010), and Senior Portfolio Manager of Blend Strategies (from 2006-2010). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

50      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

Dokyoung Lee, Vice President (since 2014) Year of Birth: 1965	Director of Research, Global Multi-Asset Group (since October 2013) and a Senior Vice President of the Sub-Adviser (since October 2013). Mr. Lee served at Alliance Bernstein L.P. (1994-2013): Director of Research for Strategic Asset Allocation (2011-2013), Director of Research for Blend Strategies (2008-2011), Head of Asia Pacific Blend Strategies (2005-2008), Head of Quantitative Research and Senior Portfolio Manager for Japan Value Equities (2001-2005), Portfolio Manager for Emerging Markets Value Equities (1997-2001), and Quantitative Analyst for US Value Equities (1994-1997). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
Benjamin H. Rockmuller, Vice President (since 2014) Year of Birth: 1979	Vice President of the Sub-Adviser (since September 2010); Assistant Vice President of the Sub-Adviser (January 2010-August 2010); Portfolio Manager of the Sub-Adviser (since July 2010); Senior Analyst of the Sub-Adviser for the Global Debt Team (January 2010-July 2010); Intermediate Analyst of the Sub-Adviser for the Global Debt Team (January 2007-January 2010); Junior Analyst of the Sub-Adviser for the Global Debt Team (April 2004-January 2007) and Junior Analyst of the Sub-Adviser for the High Yield Team (June 2003-April 2004). A portfolio manager and an officer in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2013) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 2013) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 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 1.800.988.8287.

51      OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

OPPENHEIMER DIVERSIFIED ALTERNATIVES FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc. DBA OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMG LLP
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc. All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

PORTFOLIO MANAGERS: George R. Evans, CFA, and Robert B. Dunphy, CFA

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/14

	Inception
	Date	1-Year	5-Year	10-Year
Non-Service Shares	5/13/92	-7.22%	8.74%	7.39%
Service Shares	3/19/01	-7.15	8.50	7.17
MSCI AC World ex-U.S. Index		-3.87	4.43	5.13

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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.

TOP TEN COMMON STOCK HOLDINGS
Continental AG	1.7%
Dollarama, Inc.	1.6
SAP SE	1.5
Carnival Corp.	1.4
Burberry Group plc	1.4
Wolseley plc	1.4
Boskalis Westminster NV	1.4
Syngenta AG	1.4
Aalberts Industries NV	1.4
Roche Holding AG	1.4

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

REGIONAL ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2014, and are based on the total market value of investments.

2      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

Fund Performance Discussion

The Fund’s Non-Service shares produced a total return of -7.22% during the reporting period. In comparison, the Fund’s benchmark, the MSCI AC World ex-U.S. Index (the “Index”), returned -3.87% during the same period. On a sector basis, the Fund underperformed the Index primarily due to weaker relative stock selection in the industrials, information technology and health care sectors. The Fund outperformed the Index in the consumer discretionary sector due to an overweight position and in the energy and materials sectors due to underweight positions.

MARKET OVERVIEW

Domestic equities were among the top performing asset classes in 2014, outperforming foreign equities, including those domiciled in Europe, Japan and emerging markets. In the U.S., the Federal Reserve (the “Fed”) began tapering its most recent quantitative easing (“QE”) program in January 2014 and completed the process at the end of October, thereby ending the program’s purchases. The Fed reduced its monthly bond purchases in steady $10 billion increments, which helped reduce market volatility and enabled investors to prepare for a post-QE market environment. Although data in the U.S. softened for the first quarter, partially attributed to cold weather effects across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and an estimated 5.0%, respectively.

Outside of the U.S., the positive data points that had emerged in Europe in 2013 and early 2014 largely reversed themselves later in the reporting period and the European Central Bank (the “ECB”) came under even greater pressure to provide a credible plan to boost growth and avoid deflation. In response, the ECB adopted a number of policies designed to stimulate growth. In Japan, which has been mired in economic weakness for years, the Abe administration has adopted even more aggressive economic policies with the Bank of Japan (the “BoJ”) executing a massive QE program. However, the results have not been particularly impressive, with that economy slipping back into recession in the third quarter of 2014 following the consumption tax increase. Emerging markets’ economic growth was mixed, as certain regions such as Eastern Europe and the Middle East remained burdened by geopolitical turmoil. Many commodity producing emerging market economies also struggled as prices for most commodities fell. Countries such as India and Indonesia have benefited from business-friendly new administrations.

TOP INDIVIDUAL CONTRIBUTORS

Top contributors to performance this period included ICICI Bank Ltd., Dollarama, Inc. and Domino’s Pizza Group plc. ICICI Bank is the largest private sector bank in India, a country where about half the banking sector is state-owned. In an environment where the public sector banks are inadequately capitalized for the level of non-performing loans on their books and the government’s ability to continually inject new capital is impaired as a result of its financial position, ICICI has the potential to grow faster with less competition. ICICI’s checking and savings deposits are growing, and its asset quality can improve with GDP growth as can loan growth. Additionally, the election of Narendra Modi as the new Prime Minister of India was greeted with great optimism and boosted Indian equities this reporting period. Dollarama, a dollar store operator based in Canada, posted strong results during the period. They also opened 11 new stores, and anticipate opening 75 to 80 new stores in fiscal 2015. Domino’s Pizza Group is the world’s leading pizza delivery company. It has a master franchise agreement to own, operate and franchise Domino’s Pizza stores in the United Kingdom (“U.K.”), Ireland, Germany and Switzerland. The company’s stock benefited from strong performance in its U.K. business driven in part by strength in e-commerce, food inflation falling, bundling products to drive increased spending and the opening of new stores.

TOP INDIVIDUAL DETRACTORS

Top individual detractors from performance included Yoox SpA, Rolls-Royce Holdings plc and Airbus Group NV. Yoox is an Italian-based online fashion mart offering products from high end designers worldwide. They also run the e-commerce efforts for a number of their brands. Weaker luxury goods consumption, particularly in China, negatively impacted Yoox during the period. Rolls-Royce Holdings, based in the U.K. is one of the world’s largest aircraft engine makers. The company reported disappointing results during the reporting period in part due to weakness in the defense segment. The company’s management also had issues with communication during the period which added to the weakness. We continue to focus on the long term structural growth opportunities for the company. Airbus Group along with Boeing constitutes a global duopoly in the large jet airplane market. It has a product refresh coming with the re-engining of both its single aisle A320 and dual aisle A330 products that we believe has the potential to improve profitability over the next several years. The newest Airbus product, the Airbus A350, was delivered to its first customer, Qatar Airways, just before the year end. Concerns about the near-term impact on margins of these developments led to a pullback in the shares after a strong run of performance.

3      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

STRATEGY & OUTLOOK

Our philosophy remains unchanged at period end. We take a bottom-up approach, seeking high-quality companies that are exposed to, and able to monetize durable, secular growth trends. We are long-term investors.

While some investors have reacted negatively to the decline of the euro against the U.S. dollar this reporting period, the currency’s weakness is not necessarily a negative for European companies. For European exporters, a weaker euro could be a boon, making them much more competitive in the global market and improving earnings growth.

As the markets continue to gyrate around the macro, we continue to focus on the micro. One of the benefits of the low growth environment is that as governments work to make their economies more efficient and flexible, companies have been able to restructure in ways that they not able to before. Many companies in Europe have used this as an opportunity to get lean – shedding unproductive businesses or realigning the labor force. We believe there is ample opportunity to invest in high-quality companies that can benefit from long-term global trends and that are well-positioned to benefit from a pick-up in the business cycle when it comes.

Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus and summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses 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. or its affiliates.

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.

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, 2014. Performance is measured over a ten-fiscal-year period for both Classes. 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 MSCI AC World ex-U.S. Index. The MSCI AC World ex-U.S. Index is designed to measure the equity market performance of developed and emerging markets and excludes the U.S. The Index is unmanaged and cannot be purchased directly by investors. 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 comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

4      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

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 1.800.988.8287. 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 include changes in share price and reinvested distributions but 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 INTERNATIONAL GROWTH FUND/VA

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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, 2014.

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
Actual	July 1, 2014		December 31, 2014		December 31, 2014
Non-Service shares	$	1,000.00	$	905.90	$	4.82
Service shares		1,000.00		905.70		6.02
Hypothetical
(5% return before expenses)
Non-Service shares		1,000.00		1,020.16		5.10
Service shares		1,000.00		1,018.90		6.38

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 funds, based on the 6-month period ended December 31, 2014 are as follows:

Class	Expense Ratios
Non-Service shares		1.00%
Service shares		1.25

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. 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 INTERNATIONAL GROWTH FUND/VA

STATEMENT OF INVESTMENTS December 31, 2014

	Shares		Value
Common Stocks—96.5%
Consumer Discretionary—23.3%
Auto Components—2.8%
Continental AG		39,395	$	8,365,626
Valeo SA		45,073		5,614,168
				13,979,794
Automobiles—1.2%
Bayerische Motoren Werke AG		55,002		5,973,427
Diversified Consumer Services—0.8%
Dignity plc		127,407		3,789,768
Hotels, Restaurants & Leisure—3.7%
Carnival Corp.		159,690		7,238,748
Domino’s Pizza Group plc		462,316		5,060,045
William Hill plc		1,168,450		6,570,872
				18,869,665
Household Durables—0.7%
SEB SA		49,760		3,703,095
Internet & Catalog Retail—0.6%
Yoox SpA1		145,000		3,198,941
Media—4.2%
Grupo Televisa SAB, Sponsored ADR1		155,750		5,304,845
ProSiebenSat.1 Media AG		74,417		3,135,102
SES SA		151,550		5,436,259
Sky plc		420,873		5,857,801
Zee Entertainment Enterprises Ltd.		232,693		1,397,294
				21,131,301
Multiline Retail—2.4%
Dollarama, Inc.		160,853		8,224,022
Hudson’s Bay Co.		194,700		4,115,882
				12,339,904
Specialty Retail—1.0%
Inditex SA		174,551		5,001,399
Textiles, Apparel & Luxury Goods—5.9%
Burberry Group plc		285,633		7,237,545
Cie Financiere Richemont SA		64,289		5,694,548
Hermes International		1,156		412,199
Kering		17,990		3,458,714
LVMH Moet Hennessy Louis Vuitton SA		23,700		3,747,777
Prada SpA		802,000		4,522,075
Swatch Group AG (The)		10,517		4,669,941
				29,742,799
Consumer Staples—10.8%
Beverages—2.7%
Diageo plc		119,274		3,420,913
Heineken NV		91,325		6,487,661
Pernod Ricard SA		31,590		3,502,603
				13,411,177
Food & Staples Retailing—1.2%
CP ALL PCL		4,620,800		5,943,121
Food Products—5.2%
Aryzta AG1		85,806		6,593,115
Barry Callebaut AG1		4,016		4,113,083
Danone SA		64,980		4,274,805
Saputo, Inc.		158,929		4,776,899
Unilever plc		156,209		6,345,325
				26,103,227
Household Products—1.1%
Reckitt Benckiser Group plc		70,348		5,675,067

	Shares		Value
Tobacco—0.6%
Swedish Match AB		99,315	$	3,097,738
Energy—1.9%
Energy Equipment & Services—0.8%
Schoeller-Bleckmann Oilfield Equipment AG		18,912		1,365,832
Technip SA		42,820		2,556,939
				3,922,771
Oil, Gas & Consumable Fuels—1.1%
Koninklijke Vopak NV		112,227		5,813,813
Financials—4.4%
Capital Markets—2.4%
ICAP plc		942,597		6,574,764
Tullett Prebon plc		305,134		1,340,215
UBS Group AG1		249,001		4,280,253
				12,195,232
Commercial Banks—1.0%
ICICI Bank Ltd., Sponsored ADR		422,225		4,876,699
Insurance—1.0%
Prudential plc		233,636		5,376,464
Health Care—9.4%
Biotechnology—2.2%
CSL Ltd.		88,800		6,252,504
Grifols SA		117,941		4,694,951
				10,947,455
Health Care Equipment & Supplies—3.3%
DiaSorin SpA		92,067		3,712,824
Essilor International SA		36,390		4,050,813
Sonova Holding AG		39,165		5,741,319
William Demant Holding AS1		43,426		3,296,119
				16,801,075
Health Care Providers & Services—0.5%
Sonic Healthcare Ltd.		153,658		2,307,569
Health Care Technology—0.0%
CompuGroup Medical AG		1,555		37,442
Pharmaceuticals—3.4%
Galenica AG		4,417		3,498,686
Indivior plc1		70,348		163,809
Novo Nordisk AS, Cl. B		159,182		6,735,246
Roche Holding AG		25,065		6,793,629
				17,191,370
Industrials—22.8%
Aerospace & Defense—2.9%
Airbus Group NV		100,440		4,988,574
Embraer SA		390,426		3,597,470
Rolls-Royce Holdings plc1		432,569		5,827,162
				14,413,206
Air Freight & Couriers—0.5%
Royal Mail plc		394,354		2,625,958
Commercial Services & Supplies—3.0%
Aggreko plc		199,094		4,638,571
Edenred		177,238		4,921,383
Prosegur Cia de Seguridad SA		941,364		5,349,341
				14,909,295
Construction & Engineering—2.4%
Boskalis Westminster NV		128,884		7,046,285
Leighton Holdings Ltd.		187,380		3,409,291
Trevi Finanziaria Industriale SpA		564,670		1,927,110
				12,382,686

7      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Electrical Equipment—3.9%
ABB Ltd.1		219,678	$	4,646,562
Legrand SA		93,740		4,907,183
Nidec Corp.		75,700		4,910,092
Schneider Electric SE		70,240		5,103,768
				19,567,605
Machinery—3.5%
Aalberts Industries NV		233,011		6,884,110
Atlas Copco AB, Cl. A		226,643		6,309,090
Weir Group plc (The)		149,708		4,284,930
				17,478,130
Professional Services—2.9%
Experian plc		308,445		5,202,761
Intertek Group plc		138,540		5,021,914
SGS SA		2,143		4,369,453
				14,594,128
Trading Companies & Distributors—3.7%
Brenntag AG		92,192		5,187,584
Bunzl plc		240,980		6,569,077
Wolseley plc		125,167		7,125,550
				18,882,211
Information Technology—15.6%
Communications Equipment—1.1%
Telefonaktiebolaget LM Ericsson, Cl. B		467,466		5,661,452
Electronic Equipment, Instruments, & Components—2.7%
Hoya Corp.		158,193		5,296,455
Keyence Corp.		9,906		4,387,743
Spectris plc		114,933		3,747,429
				13,431,627
Internet Software & Services—2.7%
Telecity Group plc		228,120		2,858,597
United Internet AG		142,589		6,466,129
Yahoo Japan Corp.		1,231,700		4,444,472
				13,769,198
IT Services—1.3%
Amadeus IT Holding SA, Cl. A		171,096		6,798,877
Semiconductors & Semiconductor Equipment—1.7%
ARM Holdings plc		169,200		2,605,385
Infineon Technologies AG		538,725		5,775,695
				8,381,080
Software—5.3%
Aveva Group plc		85,634		1,752,960
Dassault Systemes		79,566		4,842,260

	Shares		Value
Software—5.3%
Gemalto NV		64,899	$	5,301,314
Sage Group plc (The)		480,743		3,466,824
SAP SE		109,063		7,711,352
Temenos Group AG		98,782		3,503,534
				26,578,244
Technology Hardware, Storage & Peripherals—0.8%
Lenovo Group Ltd.		3,148,000		4,128,215
Materials—4.1%
Chemicals—3.3%
Essentra plc		512,432		5,793,690
Sika AG		1,232		3,613,466
Syngenta AG		21,777		6,992,605
				16,399,761
Construction Materials—0.8%
James Hardie Industries plc		387,000		4,120,702
Telecommunication Services—4.2%
Diversified Telecommunication Services—4.0%
BT Group plc, Cl. A		1,010,199		6,270,872
Iliad SA		17,090		4,105,336
Inmarsat plc		353,060		4,375,277
Nippon Telegraph & Telephone Corp.		106,700		5,490,570
				20,242,055
Wireless Telecommunication Services—0.2%
Vodafone Group plc		292,760		1,003,131
Total Common Stocks (Cost $347,630,249)				486,797,874
Preferred Stock—0.0%
Zee Entertainment Enterprises Ltd., 6% Cum. Non-Cv. (Cost $12,272)		5,995,416		82,633
	Units
Rights, Warrants and Certificates—0.0%
MEI Pharma, Inc. Wts., Strike Price $1.19, Exp. 5/10/171 (Cost $35,548)		151,358		38,430
	Shares
Investment Company—2.8%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%2,3 (Cost $13,876,000)		13,876,000		13,876,000
Total Investments, at Value (Cost $361,554,069)		99.3%		500,794,937
Net Other Assets (Liabilities)		0.7		3,476,285
Net Assets		100.0%	$	504,271,222

8      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

Footnotes to Statement of Investments

1. Non-income producing security.

2. Rate shown is the 7-day yield as of December 31, 2014.

3. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended December 31, 2014, 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 December 31, 2013		Gross             Additions		Gross     Reductions		Shares     December 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		18,850,174		183,079,484		188,053,658		13,876,000

	Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E	$	13,876,000	$                            10,343

Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:
Geographic Holdings	Value		Percent
United Kingdom	$	130,582,676		26.1%
Switzerland		64,510,194		12.9
France		60,637,302		12.1
Germany		42,652,357		8.5
Netherlands		36,521,757		7.3
Japan		24,529,332		4.9
Spain		21,844,568		4.4
United States		21,153,178		4.2
Canada		17,116,803		3.4
Sweden		15,068,280		3.0
Italy		13,360,950		2.7
Australia		11,969,364		2.4
Denmark		10,031,365		2.0
India		6,356,626		1.3
Thailand		5,943,121		1.2
Mexico		5,304,845		1.0
China		4,128,215		0.8
Ireland		4,120,702		0.8
Brazil		3,597,470		0.7
Austria		1,365,832		0.3
Total	$	500,794,937		100.0%

See accompanying Notes to Financial Statements.

9      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $347,678,069)	$	486,918,937
Affiliated companies (cost $13,876,000)		13,876,000
		500,794,937
Cash		447,171
Receivables and other assets:
Shares of beneficial interest sold		2,441,674
Dividends		823,760
Investments sold		783
Other		21,079
Total assets		504,529,404
Liabilities
Payables and other liabilities:
Foreign capital gains tax		84,444
Shares of beneficial interest redeemed		72,227
Distribution and service plan fees		30,177
Legal, auditing and other professional fees		27,158
Trustees’ compensation		19,139
Custodian fees		18,731
Shareholder communications		5,188
Investments purchased		899
Other		219
Total liabilities		258,182
Net Assets	$	504,271,222
Composition of Net Assets
Par value of shares of beneficial interest	$	215,737
Additional paid-in capital		330,745,447
Accumulated net investment income		5,143,744
Accumulated net realized gain on investments and foreign currency transactions		29,060,648
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		139,105,646
Net Assets	$	504,271,222
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 $358,756,087 and 155,096,814 shares of beneficial interest outstanding)		$2.31
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net assets of $145,515,135 and 60,640,385 shares of beneficial interest outstanding)		$2.40

See accompanying Notes to Financial Statements.

10      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2014

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $928,310)	$	11,164,620
Affiliated companies		10,343
Portfolio lending fees		36,752
Interest		235
Total investment income		11,211,950
Expenses
Management fees		4,985,935
Distribution and service plan fees – Service shares		321,015
Transfer and shareholder servicing agent fees:
Non-Service shares		399,527
Service shares		128,439
Shareholder communications:
Non-Service shares		7,807
Service shares		2,755
Custodian fees and expenses		54,925
Trustees’ compensation		19,460
Other		55,460
Total expenses		5,975,323
Less reduction to custodian expenses		(72)
Less waivers and reimbursements of expenses		(374,501)
Net expenses		5,600,750
Net Investment Income		5,611,200
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies (net of foreign capital gains tax of $33,156)		40,643,000
Foreign currency transactions		(11,092)
Net realized gain		40,631,908
Net change in unrealized appreciation/depreciation on:
Investments (net of foreign capital gains tax of $66,624)		(53,296,547)
Translation of assets and liabilities denominated in foreign currencies		(32,124,935)
Net change in unrealized appreciation/depreciation		(85,421,482)
Net Decrease in Net Assets Resulting from Operations	$	(39,178,374)

See accompanying Notes to Financial Statements.

11      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014		Year Ended December 31, 2013
Operations
Net investment income	$	5,611,200	$	5,818,170
Net realized gain		40,631,908		27,279,495
Net change in unrealized appreciation/depreciation		(85,421,482)		81,110,996
Net increase (decrease) in net assets resulting from operations		(39,178,374)		114,208,661
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares		(4,718,842)		(5,541,706)
Service shares		(1,168,525)		(927,692)
		(5,887,367)		(6,469,398)
Distributions from net realized gain:
Non-Service shares		(8,305,904)		—
Service shares		(2,491,854)		—
		(10,797,758)		—
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Non-Service shares		(57,258,810)		21,565,103
Service shares		41,295,796		29,347,067
		(15,963,014)		50,912,170
Net Assets
Total increase (decrease)		(71,826,513)		158,651,433
Beginning of period		576,097,735		417,446,302
End of period (including accumulated net investment income of $5,143,744 and $5,258,927, respectively)	$	504,271,222	$	576,097,735

See accompanying Notes to Financial Statements.

12      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

FINANCIAL HIGHLIGHTS

	Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
Non-Service Shares	December		December		December		December		December
	31, 2014		31, 2013		31, 2012		30, 20111		31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	2.57	$	2.07	$	1.72	$	1.87	$	1.65
Income (loss) from investment operations:
Net investment income2		0.03		0.03		0.03		0.02		0.02
Net realized and unrealized gain (loss)		(0.21)		0.50		0.35		(0.15)		0.22
Total from investment operations		(0.18)		0.53		0.38		(0.13)		0.24
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.03)		(0.03)		(0.03)		(0.02)		(0.02)
Distributions from net realized gain		(0.05)		0.00		0.00		0.00		0.00
Total dividends and/or distributions to shareholders		(0.08)		(0.03)		(0.03)		(0.02)		(0.02)
Net asset value, end of period	$	2.31	$	2.57	$	2.07	$	1.72	$	1.87
Total Return, at Net Asset Value3		(7.22)%		25.87%		22.22%		(7.16)%		14.76%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	358,756	$	458,038	$	348,449	$	364,221	$	417,141
Average net assets (in thousands)	$	400,556	$	404,859	$	332,018	$	406,974	$	376,612
Ratios to average net assets:4
Net investment income		1.13%		1.24%		1.68%		1.21%		1.04%
Total expenses5		1.07%		1.09%		1.13%		1.09%		1.10%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.00%		1.00%		1.00%		1.00%		1.00%
Portfolio turnover rate		41%		32%		22%		25%		19%

1. December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1.07	%
Year Ended December 31, 2013	1.09	%
Year Ended December 31, 2012	1.13	%
Year Ended December 30, 2011	1.09	%
Year Ended December 31, 2010	1.10	%

See accompanying Notes to Financial Statements.

13      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

FINANCIAL HIGHLIGHTS Continued

	Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
Service Shares	December		December		December		December		December
	31, 2014		31, 2013		31, 2012		31, 20111		31, 2010
Per Share Operating Data
Net asset value, beginning of period	$	2.66	$	2.14	$	1.78	$	1.94	$	1.71
Income (loss) from investment operations:
Net investment income2		0.02		0.02		0.03		0.02		0.01
Net realized and unrealized gain (loss)		(0.21)		0.53		0.35		(0.17)		0.24
Total from investment operations		(0.19)		0.55		0.38		(0.15)		0.25
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.02)		(0.03)		(0.02)		(0.01)		(0.02)
Distributions from net realized gain		(0.05)		0.00		0.00		0.00		0.00
Total dividends and/or distributions to shareholders		(0.07)		(0.03)		(0.02)		(0.01)		(0.02)
Net asset value, end of period	$	2.40	$	2.66	$	2.14	$	1.78	$	1.94
Total Return, at Net Asset Value3		(7.15)%		25.71%		21.68%		(7.61)%		14.62%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	145,515	$	118,060	$	68,997	$	57,276	$	61,630
Average net assets (in thousands)	$	128,694	$	88,647	$	63,118	$	62,359	$	50,420
Ratios to average net assets:4
Net investment income		0.85%		0.89%		1.43%		0.96%		1.35%
Total expenses5		1.32%		1.34%		1.38%		1.34%		1.35%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.25%		1.25%		1.25%		1.25%		1.25%
Portfolio turnover rate		41%		32%		22%		25%		19%

1. December 30, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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 fees and expenses were as follows:

Year Ended December 31, 2014	1.32	%
Year Ended December 31, 2013	1.34	%
Year Ended December 31, 2012	1.38	%
Year Ended December 30, 2011	1.34	%
Year Ended December 31, 2010	1.35	%

See accompanying Notes to Financial Statements.

14      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

NOTES TO FINANCIAL STATEMENTS December 31, 2014

1. Organization

Oppenheimer International Growth Fund/VA (the “Fund”), formerly a series of Panorama Series, is a separate series of Oppenheimer Variable Account Funds, which is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc., (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. Shares of the Fund are sold only to separate accounts of life insurance companies.

    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.

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

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 New York Stock Exchange (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.

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.

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.

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

15      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

NOTES TO FINANCIAL STATEMENTS  Continued

2. Significant Accounting Policies (Continued)

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.

					Net Unrealized
					Appreciation
					Based on cost of
					Securities and
Undistributed	Undistributed		Accumulated		Other Investments
Net Investment	Long-Term		Loss		for Federal Income
Income	Gain		Carryforward1,2		Tax Purposes
$6,497,828		$34,618,960		$—		$132,212,389

1. During the fiscal year ended December 31, 2014, the Fund did not utilize any capital loss carryforward.

2. During the fiscal year ended December 31, 2013, the Fund utilized $13,674,717 of capital loss carryforward to offset capital gains realized in that fiscal year.

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, 2014. Net assets of the Fund were unaffected by the reclassifications.

	Increase		Reduction
	to Accumulated		to Accumulated Net
Increase	Net Investment		Realized Gain
to Paid-in Capital	Income		on Investments3
$4,182,314		$160,984		$4,343,298

3. $4,182,314, including $4,063,145 of long-term capital gain, was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended		Year Ended
	December 31, 2014		December 31, 2013
Distributions paid from:
Ordinary income	$	5,887,367	$	6,469,398
Long-term capital gain		10,797,758		—
Total	$	16,685,125	$	6,469,398

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, 2014 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	$	368,447,326
Gross unrealized appreciation	$	163,917,636
Gross unrealized depreciation		(31,705,247)
Net unrealized appreciation	$	132,212,389

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.

Use of Estimates. 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.

3. 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.

16      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

3. Securities Valuation (Continued)

    The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

    The following methodologies are used to determine the market value or the fair value of the types of securities described below:

    Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

    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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

    Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

    To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

17      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

NOTES TO FINANCIAL STATEMENTS   Continued

3. Securities Valuation (Continued)

Classifications

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. 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

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

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	24,883,497	$	92,846,596	$	—	$	117,730,093
Consumer Staples		4,776,899		49,453,431		—		54,230,330
Energy		—		9,736,584		—		9,736,584
Financials		9,156,952		13,291,443		—		22,448,395
Health Care		—		47,284,911		—		47,284,911
Industrials		—		114,853,219		—		114,853,219
Information Technology		—		78,748,693		—		78,748,693
Materials		—		20,520,463		—		20,520,463
Telecommunication Services		—		21,245,186		—		21,245,186
Preferred Stock		82,633		—		—		82,633
Rights, Warrants and Certificates		—		38,430		—		38,430
Investment Company		13,876,000		—		—		13,876,000
Total Assets	$	52,775,981	$	448,018,956	$	—	$	500,794,937

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

4. Investments and Risks

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 or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets.

    The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

5. 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:

18      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

5. Shares of Beneficial Interest (Continued)

	Year Ended December 31, 2014						Year Ended December 31, 2013
	Shares			Amount			Shares			Amount
Non-Service Shares
Sold		25,443,453		$	62,992,150			49,717,056		$	113,109,114
Dividends and/or distributions reinvested		5,127,853			13,024,746			2,452,083			5,541,707
Redeemed		(53,834,052	)		(133,275,706	)		(42,327,625	)		(97,085,718)
Net increase (decrease)		(23,262,746	)	$	(57,258,810	)		9,841,514		$	21,565,103
Service Shares
Sold		19,806,037		$	50,102,878			16,576,608		$	39,884,179
Dividends and/or distributions reinvested		1,386,507			3,660,379			396,450			927,692
Redeemed		(4,889,729	)		(12,467,461	)		(4,816,049	)		(11,464,804)
Net increase		16,302,815		$	41,295,796			12,157,009		$	29,347,067

6. 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, 2014 were as follows:

	Purchases		Sales
Investment securities	$	211,716,827	$	237,792,010

7. 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 $250 million	1.00%
Next $250 million	0.90
Over $500 million	0.85

The Fund’s management fee for the fiscal year ended December 31, 2014 was 0.94% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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 with the compensation deferral plan.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act 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 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for

19      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued

7. Fees and Other Transactions with Affiliates (Continued)

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. The Manager has contractually agreed to limit the Fund’s expenses after payments, waivers and/or reimbursements and reduction to custodian expenses, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles; so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 1.00% for Non-Service shares and 1.25% for Service shares. During the year ended December 31, 2014, the Manager waived fees and/or reimbursed the Fund $271,654 and $90,590 for Non-Service and Service shares, respectively.

    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, 2014, the Manager waived fees and/or reimbursed the Fund $12,257 for IMMF management fees.

    These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

8. Borrowings and Other Financing

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 cash or securities received as collateral. The loans are secured by collateral (either securities, letters of credit, or cash) in an amount of at least 102% of the market value of the loaned U.S. securities, and at least 105% of the market value of loaned foreign 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 change 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, 2014, the Fund had no securities on loan.

9. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

20      OPPENHEIMER INTERNATIONAL GROWTH 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 International Growth Fund/VA (a separate series of Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

We conducted our audits 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, 2014, 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer International Growth Fund/VA as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

February 13, 2015

21      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

Capital gain distributions of $0.05222 per share were paid to Non-Service and Service shareholders, respectively, on June 18, 2014. 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).

None of the dividends paid by the Fund during the fiscal year ended December 31, 2014 are 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 $908,851 of foreign income taxes were paid by the Fund during the fiscal year ended December 31, 2014. 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 $6,883,391 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.

22      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. 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 to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Adviser, Sub-Adviser and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Managers and their 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 Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

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 Managers’ key personnel who provide such services. The Sub-Adviser’s duties include providing the Fund with the services of the portfolio managers and the Sub-Adviser’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; and risk management. The Managers are 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 Managers also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty 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 Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ 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 George Evans and Robert Dunphy, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, 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 Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund, 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 foreign large growth funds underlying variable insurance products. The Board noted that the Fund outperformed its performance category median during each of the one-, three-, five- and ten-year periods. The Board also noted that the Fund performed in the first quintile of its performance category for each of the one-, three-, five- and ten-year periods.

      Costs of Services by the Adviser. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board noted that the Manager, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other foreign large 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 to those of retail 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 total expenses, after waivers, were lower than its peer group median and equal to its category median. The Board also considered that the Fund’s contractual management fee was equal to its peer group median and higher than its category median. Within the total asset range of $500 million to $1 billion, the Fund’s effective management fee rate was higher than its peer group median and category median. The Board noted that the Manager has contractually agreed 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 Shares and 1.25% for Service Shares. This contractual expense limitation may not be amended or withdrawn until one year from the date of the Fund’s prospectus, unless approved by the Board.

Economies of Scale and Profits Realized by the Adviser and Sub-Adviser. 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. The Board further noted that on November 1, 2013, an additional fee breakpoint of 0.85% for assets in excess of $500 million was added to the Fund’s breakpoint schedule.

Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’

23      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited / Continued

affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Managers 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 Managers 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 Agreements through August 31, 2015. In arriving at its decision, the Board did not identify 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 Agreements, including the management fees, in light of all the surrounding circumstances.

24      OPPENHEIMER INTERNATIONAL GROWTH 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 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.

25      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	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 Director serves for an indefinite term, or until his or her resignation, retirement, death or removal.
Sam Freedman, Chairman of the Board of Trustees (since 2013) and Trustee (since 1996) Year of Birth: 1940	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Jon S. Fossel, Trustee (since 1997) Year of Birth: 1942	Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since 2005); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); 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 Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholder Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Richard F. Grabish, Trustee (since 2008) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); 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 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth:1951	Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Robert J. Malone, Trustee (since 2002) Year of Birth: 1944	Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

26      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

F. William Marshall, Jr., Trustee (since 2002) Year of Birth: 1942	Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Fund (private charitable fund) (January 1999 – March 2011); 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 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975- 1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
James D. Vaughn, Trustee (since 2012) Year of Birth:1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958 Year	Chairman of the Sub-Adviser (July 2014-December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); 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. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Evans, Dunphy, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. 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.
George R. Evans, Vice President (since 1999) Year of Birth: 1959	CIO Equities of the Sub-Adviser (since January 2013); Senior Vice President of the Sub-Adviser (since July 2004). Director of International Equities of the Sub-Adviser (since July 2004); Director of Equities of the Sub-Adviser (October 2010-December 2012); Vice President of HarbourView Asset Management Corporation (July 1994-November 2001) and Vice President of the Sub-Adviser (October 1993-July 2004). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

27      OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

TRUSTEES AND OFFICERS Unaudited / Continued

Robert B. Dunphy, Vice President (since 2012) Year of Birth: 1979	Vice President of the Sub-Adviser (since January 2011); Senior Portfolio Manager (since May 2011); Senior Research Analyst and Assistant Vice President of the Sub-Adviser (May 2009-January 2011), and an Intermediate Research Analyst of the Sub-Adviser (January 2006-May 2009). A portfolio manager of other portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, 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. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and Officers and is available without charge, upon request, by calling 1.800.988.8287.

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OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

A Series of Oppenheimer Variable Account Funds

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent	KPMG LLP
Registered
Public
Accounting
Firm
Counsel	K&L Gates LLP
	Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.988.8287. Read prospectuses and summary prospectuses carefully before investing.
	© 2015 OppenheimerFunds, Inc.   All rights reserved. Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

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 F. William Marshall, Jr., the Chairman of the Board’s Audit Committee, is the audit committee financial expert and that Mr. Marshall is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $369,600 in fiscal 2014 and $333,600 in fiscal 2013.

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2014 and $1,500 in fiscal 2013.

The principal accountant for the audit of the registrant’s annual financial statements billed $1,012,359 in fiscal 2014 and $697,965 in fiscal 2013 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, GIPS attestation procedures, reorganization, and system conversion testing.

(c) Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $19,329 in fiscal 2014 and $24,274 in fiscal 2013.

The principal accountant for the audit of the registrant’s annual financial statements billed $477,069 in fiscal 2014 and $581,620 in fiscal 2013 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 2014 and no such fees in fiscal 2013.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2014 and no such fees in fiscal 2013 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 may be 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 its 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) 0%

(f) Not applicable as less than 50%.

(g) The principal accountant for the audit of the registrant’s annual financial statements billed $17,892,465 in fiscal 2014 and $15,380,794 in fiscal 2013 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. The complete schedule of investments is included in Item 1 of this Form N-CSR.

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

None

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 12/31/2014, 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer Variable Account Funds

By:	/s/ Arthur P. Steinmetz
	Arthur P. Steinmetz
	Principal Executive Officer
Date:	2/11/2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Arthur P. Steinmetz
	Arthur P. Steinmetz
	Principal Executive Officer
Date:	2/11/2015

By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer
Date:	2/11/2015