N-8F 1 ovaftrust_n8f.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-8F
Application for Deregistration of Certain Registered Investment Companies.
I.   General Identifying Information
     
1.   Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):
     
☒   Merger
□   Liquidation
□   Abandonment of Registration (Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 ofthis form and complete verification at the end of the form.)
□   Election of status as a Business Development Company (Note: Business Development Companies answer onlyquestions 1 through 10 of this form and complete verification at the end of the form.)
       
2.   Name of fund:
    Oppenheimer Variable Account Funds
     
3.   Securities and Exchange Commission File No.:
    811-04108
     
4.   Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
☒   Initial Application
□   Amendment
       
5.   Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
    6803 S. Tucson Way Centennial CO 80112
     
6.   Name, address, and telephone number of individual the Commission staff should contact with any questions regarding this form:
    Emily Ast
    225 Liberty Street New York, NY 10281
    (212) 323-5086
     

 

7.   Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
    OFI Global Asset Management 6803 S. Tucson Way Centennial, CO 80112 (303) 768-3200
    NOTE:Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules.
     
8.   Classification of fund (check only one):
☒   Management company;
□   Unit investment trust; or
□   Face-amount certificate company.
       
9.   Subclassification if the fund is a management company (check only one):
☒   Open-end
□   Closed-end
       
10.   State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):
    Delaware
     
11.   Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:
    OFI Global Asset Management, Inc. 225 Liberty Street New York, NY 10281 (investment adviser)
    OppenheimerFunds, Inc. 225 Liberty Street New York, NY 10281 (investment sub-adviser)
     
12.   Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:
    OppenheimerFunds Distributor, Inc. 225 Liberty Street New York, NY 10281
    If the fund is a unit investment trust (“UIT”) provide: Not applicable.
13. (a) Depositor’s name(s) and address(es):
  (b) Trustee’s name(s) and address(es):
     
14.   Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?
□   Yes
☒   No
       
    If Yes, for each UIT state:
    Name(s):
    File No.: 811- __________
    Business Address:

 

15. (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
☒   Yes
□   No
    If Yes, state the date on which the board vote took place:
    January 11, 2019
     
    If No, explain:
     
  (b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
☒   Yes
□   No
    If Yes, state the date on which the shareholder vote took place: See Schedule A
     
    If No, explain:
     
     
II.   Distributions to Shareholders
     
16.   Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
□   Yes
☒   No
       
  (a) If Yes, list the date(s) on which the fund made those distributions:
     
     
  (b) Were the distributions made on the basis of net assets?
□   Yes
□   No
       
  (c) Were the distributions made pro rata based on share ownership?
□   Yes
□   No
       
  (d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:
     
     

 

  (e) Liquidations only:
□   Yes
□   No
       
    If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:
     
17.   Closed-end funds only:
    Has the fund issued senior securities?
□   Yes
□   No
       
    If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders:
     
18.   Has the fund distributed all of its assets to the fund’s shareholders?
□   Yes
☒   No
       
    If No,
  (a) How many shareholders does the fund have as of the date this form is filed?
    None. Following shareholder approval of a proposed merger between the fund and its acquiring fund, all assets and shareholders were transferred to the acquiring fund after the close of business on May 24, 2019. Each shareholder received the number of shares of the acquiring fund having an aggregate net asset value equal to the value of the shares of the acquired fund held by the shareholder, such that the value of the shareholder's account with the acquiring fund immediately after the merger was the same as the value of the shareholder's account with the acquired fund immediately prior to the merger.
     
  (b) Describe the relationship of each remaining shareholder to the fund:
    The Fund has no remaining shareholders.
     
19.   Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
□   Yes
☒   No
       
    If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:
     
III.   Assets and Liabilities
     

 

20.   Does the fund have any assets as of the date this form is filed?
    (See question 18 above)
□   Yes
☒   No
       
    If Yes,  
  (a) Describe the type and amount of each asset retained by the fund as of the date this form is filed:
     
     
  (b) Why has the fund retained the remaining assets?
     
     
  (c) Will the remaining assets be invested in securities?
□   Yes
□   No
       
21.   Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?
□   Yes
☒   No
       
    If Yes,  
  (a) Describe the type and amount of each debt or other liability:
     
     
  (b) How does the fund intend to pay these outstanding debts or other liabilities?
     
IV.   Information About Event(s) Leading to Request For Deregistration
     
22. (a) List the expenses incurred in connection with the Merger or Liquidation:
    (i) Legal expenses: $153,437.66
    (ii) Accounting expenses: $3,269.84
    (iii)Other expenses (list and identify separately):
    Merger Proxy Costs $1,034,352.17
    Dues & Donations $2.05
    F&E $37.46

 

    Financial Firm Emplo $34.90
    Insurance $73,534.78
    Mailing Costs $9,620.07
    Misc $385.46
    Office Expenses $12.92
    Operating Expense $11,254.09
    Stationary $3.33
    Travel $14,362.21
    (iv) Total expenses (sum of lines (i)-(iii) above): $1,300,306.94
  (b) How were those expenses allocated? The investment adviser (or its affiliates) of the acquired fund and the acquiring fund paid for the Total expenses in Item 22(a)(iv).
  (c) Who paid those expenses? The investment adviser (or its affiliates) of the acquired fund and the acquiring fund.
  (d) How did the fund pay for unamortized expenses (if any)? N/A
       
23.   Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
□   Yes
☒   No
       
    If Yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:
     
V.   Conclusion of Fund Business
     
24.   Is the fund a party to any litigation or administrative proceeding?
□   Yes
☒   No
    If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:
     
25.   Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
□   Yes
☒   No

 

    If Yes, describe the nature and extent of those activities:
     
VI.   Mergers Only
     
26. (a) State the name of the fund surviving the Merger:
    See Schedule A
     
  (b) State the Investment Company Act file number of the fund surviving the Merger:
    See Schedule A
     
  (c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:
    See Schedule A
     
  (d) If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.
VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of Oppenheimer Variable Account Funds, (ii) he or she is the Assistant Secretary of Oppenheimer Variable Account Funds and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his or her knowledge, information, and belief.
/s/ Joseph C. Benedetti
Joseph C. Benedetti
Assistant Secretary
May 4, 2020

 

Schedule A
Item 15(b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
If Yes, state the date on which the shareholder vote took place:
Old Fund Name Old Series Name Shareholder Vote Date
Oppenheimer Variable Account Funds Oppenheimer
Capital Appreciation Fund/VA 		4/12/2019
  Oppenheimer
Conservative Balanced Fund/VA 		4/12/2019
  Oppenheimer
Discovery Mid Cap Growth Fund/VA   		4/12/2019
  Oppenheimer
Global Fund/VA   		4/12/2019
  Oppenheimer
Global Strategic Income Fund/VA   		4/12/2019
  Oppenheimer
Government Money Fund/VA 		4/12/2019
  Oppenheimer
International Growth Fund/VA 		4/12/2019
  Oppenheimer
Main Street Fund/VA 		4/12/2019
  Oppenheimer
Main Street Small Cap Fund/VA 		4/12/2019
  Oppenheimer
Total Return Bond Fund/VA 		4/12/2019
     
     
     
     
     
     
     
     
     
     

 

Item 26 (a) State the name of the fund surviving the Merger:
Old Series Name New Fund Name New Series Name
Oppenheimer
Capital Appreciation Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		Invesco Oppenheimer
V.I. Capital Appreciation Fund
Oppenheimer
Conservative Balanced Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		Invesco Oppenheimer
V.I. Conservative Balanced Fund
Oppenheimer
Discovery Mid Cap Growth Fund/VA   		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		Invesco Oppenheimer
V.I. Discovery Mid Cap Growth Fund
Oppenheimer
Global Fund/VA   		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		Invesco Oppenheimer
 V.I. Global Fund
Oppenheimer
Global Strategic Income Fund/VA   		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		Invesco Oppenheimer
V.I. Global Strategic Income Fund
Oppenheimer
Government Money Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		Invesco Oppenheimer
 V.I. Government Money Fund
Oppenheimer
International Growth Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		Invesco Oppenheimer
V.I. International Growth Fund
Oppenheimer
Main Street Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		Invesco Oppenheimer
V.I. Main Street Fund
Oppenheimer
Main Street Small Cap Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		Invesco Oppenheimer
V.I. Main Street Small Cap Fund
Oppenheimer
Total Return Bond Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		Invesco Oppenheimer
V.I. Total Return Bond Fund
     
     
     
     
     
     
     
     
     
     

 

Item 26 (b) State the Investment Company Act file number of the fund surviving the Merger:
Old Series Name New Fund Name New Investment Co. Act File Number
Oppenheimer
Capital Appreciation Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		811-07452
Oppenheimer
Conservative Balanced Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		811-07452
Oppenheimer
Discovery Mid Cap Growth Fund/VA   		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		811-07452
Oppenheimer
Global Fund/VA   		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		811-07452
Oppenheimer
Global Strategic Income Fund/VA   		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		811-07452
Oppenheimer
Government Money Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		811-07452
Oppenheimer
International Growth Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		811-07452
Oppenheimer
Main Street Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		811-07452
Oppenheimer
Main Street Small Cap Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		811-07452
Oppenheimer
Total Return Bond Fund/VA 		AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) 		811-07452
     
     
     
     
     
     
     
     
     
     

 

Item 26 (c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:
Old Series Name File Number Date & Form Type
Oppenheimer
Capital Appreciation Fund/VA 		333-229243 2/14/2019
Oppenheimer
Conservative Balanced Fund/VA 		333-229243 2/14/2019
Oppenheimer
Discovery Mid Cap Growth Fund/VA   		333-229243 2/14/2019
Oppenheimer
Global Fund/VA   		333-229243 2/14/2019
Oppenheimer
Global Strategic Income Fund/VA   		333-229243 2/14/2019
Oppenheimer
Government Money Fund/VA 		333-229243 2/14/2019
Oppenheimer
International Growth Fund/VA 		333-229243 2/14/2019
Oppenheimer
Main Street Fund/VA 		333-229243 2/14/2019
Oppenheimer
Main Street Small Cap Fund/VA 		333-229243 2/14/2019
Oppenheimer
Total Return Bond Fund/VA 		333-229243 2/14/2019