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STATEMENT OF INVESTMENTS March 31, 2019 Unaudited


	Shares	Value			Shares			Value
Common Stocks—97.4%				Pharmaceuticals—0.8%
Consumer Discretionary—32.8%				Allergan plc	40,830		$	5,977,920
Entertainment—0.4%				Industrials—11.5%
Activision Blizzard, Inc.	27,160 $	1,236,595		Aerospace & Defense—2.7%
Electronic Arts, Inc.¹	17,380	1,766,329		Lockheed Martin Corp.	24,320			7,299,891
		3,002,924		Spirit AeroSystems Holdings, Inc., Cl. A	130,650			11,958,395
Hotels, Restaurants & Leisure—3.5%								19,258,286
Cedar Fair LP²	231,835	12,199,158		Airlines—1.5%
Starbucks Corp.	174,250	12,953,745		Spirit Airlines, Inc.¹	210,390			11,121,215
		25,152,903
				Commercial Services & Supplies—1.4%
Interactive Media & Services—11.8%				KAR Auction Services, Inc.	193,620			9,934,642
Alphabet, Inc., Cl. C¹	30,968	36,335,064
Facebook, Inc., Cl. A¹	210,758	35,131,251		Machinery—2.3%
Snap, Inc., Cl. A¹	112,043	1,234,714		Deere & Co.	38,913			6,219,854
Tencent Holdings Ltd., ADR	242,700	11,159,346		Stanley Black & Decker, Inc.	36,910			5,026,035
		83,860,375		Wabtec Corp.	69,260			5,105,847
								16,351,736
Internet & Catalog Retail—10.0%
Alibaba Group Holding Ltd., Sponsored				Road & Rail—2.6%
ADR¹	20,769	3,789,304		Canadian Pacific Railway Ltd.	18,690			3,850,701
Amazon.com, Inc.¹	24,553	43,722,755		Union Pacific Corp.	87,890			14,695,208
Booking Holdings, Inc.¹	7,668	13,379,970						18,545,909
eBay, Inc.	268,970	9,989,546		Trading Companies & Distributors—1.0%
		70,881,575		Fastenal Co.	108,555			6,981,172
Specialty Retail—7.1%				Information Technology—31.5%
AutoNation, Inc.¹	231,560	8,271,323		Communications Equipment—1.6%
AutoZone, Inc.¹	9,933	10,172,584		Motorola Solutions, Inc.	80,800			11,345,936
CarMax, Inc.¹	104,700	7,308,060
Lowe's Cos., Inc.	227,770	24,933,982		IT Services—7.3%
		50,685,949		First Data Corp., Cl. A¹	244,650			6,426,955
				Mastercard, Inc., Cl. A	160,918			37,888,143
Consumer Staples—0.7%				PayPal Holdings, Inc.¹	73,415			7,623,414
Food Products—0.7%								51,938,512
Mondelez International, Inc., Cl. A	105,258	5,254,479
				Semiconductors & Semiconductor Equipment—4.9%
Energy—2.2%				Applied Materials, Inc.	216,590			8,589,960
Oil, Gas & Consumable Fuels—2.2%				NVIDIA Corp.	77,610			13,935,652
Husky Energy, Inc.	627,714	6,223,826		Texas Instruments, Inc.	113,648			12,054,643
Magellan Midstream Partners LP²	160,174	9,711,350						34,580,255
		15,935,176
				Software—12.9%
Financials—5.2%				Microsoft Corp.	463,863			54,708,002
Capital Markets—2.8%				salesforce.com, Inc.¹	148,340			23,492,606
Charles Schwab Corp. (The)	232,513	9,942,256		ServiceNow, Inc.¹	56,700			13,975,983
CME Group, Inc., Cl. A	19,895	3,274,319						92,176,591
Intercontinental Exchange, Inc.	92,633	7,053,076
		20,269,651		Technology Hardware, Storage & Peripherals—4.8%
				Apple, Inc.	181,153			34,410,012
Diversified Financial Services—1.0%
Berkshire Hathaway, Inc., Cl. B¹	34,835	6,998,003		Materials—1.6%
				Chemicals—0.5%
Insurance—1.4%				Albemarle Corp.	41,393			3,393,398
Progressive Corp. (The)	136,140	9,814,333
				Metals & Mining—1.1%
Health Care—10.2%				Compass Minerals International, Inc.	142,688			7,757,947
Biotechnology—2.9%
Galapagos NV¹	25,408	2,965,343		Utilities—1.7%
Gilead Sciences, Inc.	106,580	6,928,766		Gas Utilities—1.7%
Seattle Genetics, Inc.¹	22,930	1,679,393		AmeriGas Partners LP²	398,205			12,292,588
Vertex Pharmaceuticals, Inc.¹	49,130	9,037,464		Total Common Stocks (Cost $483,693,213)				694,774,678
		20,610,966
Health Care Equipment & Supplies—1.2%				Investment Company—3.0%
Intuitive Surgical, Inc.¹	15,113	8,623,176		Oppenheimer Institutional Government
				Money Market Fund, Cl. E, 2.42%^3,4(Cost
Health Care Providers & Services—4.6%			$	21,748,278)	21,748,278			21,748,278
Laboratory Corp. of America Holdings¹	62,635	9,581,902		Total Investments, at Value (Cost
UnitedHealth Group, Inc.	92,630	22,903,694	$	505,441,491)	100.4	%		716,522,956
		32,485,596		Net Other Assets (Liabilities)	(0.4	)		(3,106,458)
Health Care Technology—0.7%				Net Assets	100.0%		$	713,416,498
Cerner Corp.¹	89,730	5,133,453



	1	OPPENHEIMER CAPITAL APPRECIATION FUND/VA

STATEMENT OF INVESTMENTS Unaudited / Continued

Footnotes to Statement of Investments

1. Non-income producing security.
2. Security is a Master Limited Partnership.
3. Rate shown is the 7-day yield at period end.
4. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, 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 reporting period in which the issuer was an affiliate are as follows:


		Shares		Gross		Gross		Shares
		December 31, 2018		Additions		Reductions		March 31, 2019
Investment Company
Oppenheimer Institutional Government Money Market Fund, Cl. E		2,094,243		73,147,787		53,493,752		21,748,278
						Realized		Change in Unrealized
		Value		Income		Gain (Loss)		Gain (Loss)
Investment Company
Oppenheimer Institutional Government Money Market Fund, Cl. E	$	21,748,278	$	71,899	$	—	$	—

2 OPPENHEIMER CAPITAL APPRECIATION FUND/VA

NOTES TO STATEMENT OF INVESTMENTS March 31, 2019 Unaudited

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 (“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.

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 books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into
U.S. dollars on the following basis:
(1) Value of investment securities, other assets and liabilities — at the exchange rates prevailing at Market Close as described in Note 3.
(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such
transactions.

3. Securities Valuation
The Fund calculates the net asset value of its shares as of 4:00 P.M. Eastern Time, on each day the New York Stock Exchange (the "Exchange" or
"NYSE") is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net asset value of the
shares as of the scheduled early closing time of the Exchange.
    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 least quarterly or more frequently, if necessary.

Valuation Methods and Inputs
Securities are valued primarily using unadjusted quoted market prices, when available, as supplied by third party pricing services or broker-dealers.
    The following methodologies are used to determine the market value or the fair value of the types of securities described below:
    Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on
the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets
are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded, or if no
sales occurred, the security is valued at the mean between the quoted bid and asked prices. Over-the-counter equity securities are valued at the last
published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign
exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the time when the Fund’s assets
are valued.
    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.
    Securities for which market quotations are not readily available, or when a significant event has occurred that would materially affect the value of
the security, are 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. Those standardized fair valuation 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.

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 may be 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).

3 OPPENHEIMER CAPITAL APPRECIATION FUND/VA

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

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 Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly
offered, if any, are classified as Level 2 in the fair value hierarchy.


The table below categorizes amounts at period end based on valuation input level:
						Level 3—
		Level 1—		Level 2—		Significant
		Unadjusted		Other Significant		Unobservable
		Quoted Prices		Observable Inputs		Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	233,583,726	$	—	$	—	$	233,583,726
Consumer Staples		5,254,479		—		—		5,254,479
Energy		15,935,176		—		—		15,935,176
Financials		37,081,987		—		—		37,081,987
Health Care		69,865,768		2,965,343		—		72,831,111
Industrials		82,192,960		—		—		82,192,960
Information Technology		224,451,306		—		—		224,451,306
Materials		11,151,345		—		—		11,151,345
Utilities		12,292,588		—		—		12,292,588
Investment Company		21,748,278		—		—		21,748,278
Total Assets	$	713,557,613	$	2,965,343	$	—	$	716,522,956

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.
    For the reporting period, there were no transfers between levels.

4. Investments and Risks
Investments in Affiliated Funds. The Fund is permitted to invest in other mutual funds advised by the Manager (“Affiliated Funds”).Affiliated Funds
are management investment companies registered under the 1940 Act, as amended. The Manager is the investment adviser of, and the Sub-Adviser
provides investment and related advisory services to, the Affiliated Funds. When applicable, the Fund's investments in Affiliated Funds are included in the
Statement of Investments. Shares of Affiliated Funds are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional
share of the Affiliated 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 Affiliated Funds.
    Each of the Affiliated Funds in which the Fund invests 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 Affiliated Fund than in another, the Fund will have
greater exposure to the risks of that Affiliated Fund.

Investments in Money Market Instruments. The Fund is permitted to invest its free cash balances in money market instruments to provide liquidity
or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer Institutional Government
Money Market Fund ("IGMMF"), which is an Affiliated Fund. IGMMF is regulated as a money market fund under the 1940 Act, as amended. The Fund
may also invest in money market instruments directly or in other affiliated or unaffiliated money market funds.

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.

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. Adverse events in any part of the
equity or fixed-income markets may have unexpected negative effects on other market segments.
    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

4 OPPENHEIMER CAPITAL APPRECIATION FUND/VA

4. Investments and Risks (Continued)
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. Market Risk Factors
The Fund’s investments in securities and/or financial derivatives may expose the Fund to various 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 of debt to meet interest and principal payments, or both, as they come due. In general,
lower-grade, higher-yield debt securities are subject to credit risk to a greater extent than lower-yield, higher-quality securities.
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.

6. Pending Acquisition
On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of the Sub-Adviser and the Manager, announced
that it has entered into an agreement whereby Invesco Ltd. (“Invesco”), a global investment management company, will acquire the Sub-Adviser
(the “Transaction”). In connection with the Transaction, on January 11, 2019, the Fund’s Board unanimously approved an Agreement and Plan of
Reorganization (the “Agreement”), which provides for the transfer of the assets and liabilities of the Fund to a corresponding, newly formed fund (the
“Acquiring Fund”) in the Invesco family of funds (the “Reorganization”) in exchange for shares of the corresponding Acquiring Fund of equal value to
the value of the shares of the Fund as of the close of business on the closing date. Although the Acquiring Fund will be managed by Invesco Advisers,
Inc., the Acquiring Fund will, as of the closing date, have the same investment objective and substantially similar principal investment strategies and risks
as the Fund. After the Reorganization, Invesco Advisers, Inc. will be the investment adviser to the Acquiring Fund, and the Fund will be liquidated and
dissolved under applicable law and terminate its registration under the Investment Company Act of 1940, as amended. The Reorganization is expected
to be a tax-free reorganization for U.S. federal income tax purposes.
As of 5 p.m. Eastern Standard Time on April 12, 2019, the Reorganization has been approved by shareholders of record of the Fund as of January 14,
2019. Accordingly, if certain other closing conditions are satisfied or waived, the Reorganization is currently expected to close on or about May 24, 2019,
or as soon as practicable thereafter. This is subject to change.

5 OPPENHEIMER CAPITAL APPRECIATION FUND/VA