soi33119.htm - Generated by SEC Publisher for SEC Filing


STATEMENT OF INVESTMENTS March 31, 2019 Unaudited

	Shares		Value		Shares		Value
Common Stocks—33.9%				Real Estate Investment Trusts (REITs) (Continued)
Consumer Discretionary—5.6%				Mid-America Apartment Communities,
Auto Components—0.1%				Inc.	3,390	$	370,629
Visteon Corp.¹	4,230	$	284,891	Prologis, Inc.	15,367		1,105,655
Entertainment—0.8%							2,163,770
Netflix, Inc.1	2,590		923,490	Health Care—4.6%
Zynga, Inc., Cl. A1	106,890		569,724	Biotechnology—0.6%
			1,493,214	BioMarin Pharmaceutical, Inc.1	3,030		269,155
Hotels, Restaurants & Leisure—0.7%				uniQure NV¹	5,100		304,215
Cedar Fair LP²	5,485		288,621	Vertex Pharmaceuticals, Inc.1	2,790		513,220
McDonald's Corp.	5,300		1,006,470				1,086,590
			1,295,091	Health Care Equipment & Supplies—1.3%
Interactive Media & Services—1.1%				Becton Dickinson & Co.	2,550		636,812
Facebook, Inc., Cl. A1	10,090		1,681,902	Boston Scientific Corp.1	15,750		604,485
Snap, Inc., Cl. A1	33,890		373,468	CryoPort, Inc.1	16,840		217,573
			2,055,370	Intuitive Surgical, Inc.1	1,380		787,400
				Zimmer Biomet Holdings, Inc.	2,610		333,297
Internet & Catalog Retail—1.0%							2,579,567
Amazon.com, Inc.1	1,090		1,941,017	Health Care Providers & Services—0.5%
Specialty Retail—1.5%				Anthem, Inc.	3,110		892,508
Burlington Stores, Inc.1	4,490		703,493
CarMax, Inc.1	9,070		633,086	Health Care Technology—0.1%
Lowe's Cos., Inc.	14,110		1,544,622	Teladoc Health, Inc.1	5,340		296,904
			2,881,201	Life Sciences Tools & Services—0.4%
Textiles, Apparel & Luxury Goods—0.4%				Agilent Technologies, Inc.	10,090		811,034
NIKE, Inc., Cl. B	8,910		750,311	Pharmaceuticals—1.7%
Consumer Staples—1.7%				Bayer AG, Sponsored ADR	27,990		450,779
Beverages—0.5%				Johnson & Johnson	10,160		1,420,266
Coca-Cola Co. (The)	21,420		1,003,741	Merck & Co., Inc.	14,100		1,172,697
				TherapeuticsMD, Inc.1	30,050		146,344
Food & Staples Retailing—0.7%							3,190,086
Walmart, Inc.	13,160		1,283,495	Industrials—3.6%
Food Products—0.4%				Aerospace & Defense—1.0%
Conagra Brands, Inc.	30,630		849,676	Boeing Co. (The)	1,740		663,671
Tobacco—0.1%				Lockheed Martin Corp.	2,250		675,360
Philip Morris International, Inc.	2,030		179,432	Spirit AeroSystems Holdings, Inc., Cl. A	6,610		605,013
							1,944,044
Energy—1.9%
Energy Equipment & Services—0.3%				Airlines—0.3%
Schlumberger Ltd.	12,310		536,346	Spirit Airlines, Inc.1	10,570		558,730
Oil, Gas & Consumable Fuels—1.6%				Building Products—0.2%
EQT Corp.	37,169		770,885	Masco Corp.	11,590		455,603
Exxon Mobil Corp.	21,820		1,763,056	Commercial Services & Supplies—0.6%
Shell Midstream Partners LP2	29,695		607,263	ACCO Brands Corp.	35,660		305,249
			3,141,204	KAR Auction Services, Inc.	7,380		378,668
Financials—6.2%				Waste Connections, Inc.	4,810		426,118
Capital Markets—0.5%							1,110,035
Intercontinental Exchange, Inc.	12,900		982,206	Construction & Engineering—0.1%
Commercial Banks—3.2%				Dycom Industries, Inc.1	4,740		217,756
Citigroup, Inc.	11,360		706,819	Machinery—0.5%
East West Bancorp, Inc.	13,790		661,507	Illinois Tool Works, Inc.	3,180		456,425
IBERIABANK Corp.	7,010		502,687	Stanley Black & Decker, Inc.	3,200		435,744
JPMorgan Chase & Co.	21,510		2,177,457				892,169
Signature Bank (New York)	7,070		905,455
SVB Financial Group1	3,380		751,577	Professional Services—0.3%
Wells Fargo & Co.	7,260		350,803	Korn Ferry	12,820		574,080
			6,056,305	Road & Rail—0.3%
Insurance—1.4%				Canadian Pacific Railway Ltd.	3,140		646,934
American International Group, Inc.	17,710		762,593	Trading Companies & Distributors—0.3%
Arthur J. Gallagher & Co.	7,510		586,531	Fastenal Co.	8,020		515,766
Fidelity National Financial, Inc.	13,470		492,328	Information Technology—7.5%
Progressive Corp. (The)	12,480		899,683	Communications Equipment—0.4%
			2,741,135	Motorola Solutions, Inc.	5,990		841,116
Real Estate Investment Trusts (REITs)—1.1%				IT Services—1.6%
EPR Properties	8,940		687,486	DXC Technology Co.	12,550		807,091

1 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


STATEMENT OF INVESTMENTS Unaudited / Continued

		Shares		Value			Principal
IT Services (Continued)							Amount		Value
First Data Corp., Cl. A1		25,820	$	678,291	Asset-Backed Securities (Continued)
Mastercard, Inc., Cl. A		5,720		1,346,774	Capital Auto Receivables Asset Trust: (Continued)
Perspecta, Inc.		16,597		335,591	Series 2018-2, Cl. B, 3.48%, 10/20/233	$	125,000	$	126,131
				3,167,747	Series 2018-2, Cl. C, 3.69%, 12/20/233		120,000		121,021
					CarMax Auto Owner Trust:
Semiconductors & Semiconductor Equipment—1.4%					Series 2015-2, Cl. D, 3.04%, 11/15/21		115,000		115,017
Applied Materials, Inc.		18,890		749,178	Series 2015-3, Cl. D, 3.27%, 3/15/22		330,000		329,448
NVIDIA Corp.		5,490		985,784	Series 2016-1, Cl. D, 3.11%, 8/15/22		220,000		219,375
Texas Instruments, Inc.		8,810		934,477	Series 2017-1, Cl. D, 3.43%, 7/17/23		245,000		245,844
				2,669,439	Series 2017-4, Cl. D, 3.30%, 5/15/24		110,000		109,617
Software—2.5%					Series 2018-1, Cl. D, 3.37%, 7/15/24		75,000		75,106
Microsoft Corp.		23,140		2,729,132	Series 2018-4, Cl. C, 3.85%, 7/15/24		90,000		92,186
Palo Alto Networks, Inc.1		1,940		471,187	CCG Receivables Trust:
Q2 Holdings, Inc.1		4,970		344,222	Series 2017-1, Cl. B, 2.75%, 11/14/233		250,000		249,293
salesforce.com, Inc.1		4,120		652,484	Series 2018-1, Cl. B, 3.09%, 6/16/253		90,000		90,276
ServiceNow, Inc.1		2,110		520,094	Series 2018-1, Cl. C, 3.42%, 6/16/253		25,000		25,081
				4,717,119	Series 2018-2, Cl. C, 3.87%, 12/15/253		60,000		61,031
Technology Hardware, Storage & Peripherals—1.6%					CIG Auto Receivables Trust, Series
					2017-1A, Cl. A, 2.71%, 5/15/233		50,558		50,456
Apple, Inc.		13,990		2,657,400	CNH Equipment Trust:
Western Digital Corp.		8,760		421,006	Series 2017-C, Cl. B, 2.54%, 5/15/25		70,000		69,475
				3,078,406	Series 2019-A, Cl. A4, 3.22%, 1/15/26		120,000		121,675
Materials—0.5%					CPS Auto Receivables Trust:
Chemicals—0.2%					Series 2018-A, Cl. B, 2.77%, 4/18/223		145,000		144,562
Valvoline, Inc.		18,870		350,227	Series 2018-B, Cl. B, 3.23%, 7/15/223		155,000		155,348
Metals & Mining—0.3%					CPS Auto Trust, Series 2017-A, Cl. B,
Compass Minerals International, Inc.		10,780		586,109	2.68%, 5/17/213		29,867		29,839
					Credit Acceptance Auto Loan Trust:
Telecommunication Services—1.2%					Series 2017-3A, Cl. C, 3.48%,
Diversified Telecommunication Services—0.9%					10/15/26³		220,000		220,115
ORBCOMM, Inc.1		375		2,542	Series 2018-1A, Cl. B, 3.60%, 4/15/273		135,000		136,075
Verizon Communications, Inc.		23,060		1,363,538	Series 2018-1A, Cl. C, 3.77%, 6/15/273		190,000		191,481
Zayo Group Holdings, Inc.1		10,680		303,526	Series 2018-2A, Cl. C, 4.16%, 9/15/273		160,000		163,683
				1,669,606	Series 2018-3A, Cl. C, 4.04%,
Wireless Telecommunication Services—0.3%					12/15/27³		220,000		223,484
T-Mobile US, Inc.1		8,070		557,637	Dell Equipment Finance Trust:
					Series 2017-2, Cl. B, 2.47%, 10/24/223		75,000		74,677
Utilities—1.1%					Series 2018-1, Cl. B, 3.34%, 6/22/233		90,000		90,752
Electric Utilities—0.2%					Drive Auto Receivables Trust:
Duke Energy Corp.		4,390		395,100	Series 2015-BA, Cl. D, 3.84%, 7/15/213		9,833		9,845
Gas Utilities—0.3%					Series 2016-CA, Cl. D, 4.18%, 3/15/243		170,000		172,192
Suburban Propane Partners LP2		22,085		494,925	Series 2017-1, Cl. D, 3.84%, 3/15/23		225,000		226,812
Multi-Utilities—0.6%					Series 2018-1, Cl. D, 3.81%, 5/15/24		160,000		161,388
Dominion Energy, Inc.		7,850		601,781	Series 2018-2, Cl. D, 4.14%, 8/15/24		315,000		320,466
National Grid plc		54,250		603,255	Series 2018-3, Cl. C, 3.72%, 9/16/24		120,000		121,156
				1,205,036	Series 2018-3, Cl. D, 4.30%, 9/16/24		215,000		219,633
Total Common Stocks (Cost $56,408,509)				65,142,678	Series 2018-5, Cl. C, 3.99%, 1/15/25		210,000		214,554
					Series 2019-1, Cl. C, 3.78%, 4/15/25		340,000		345,234
		Principal			DT Auto Owner Trust:
		Amount			Series 2016-4A, Cl. E, 6.49%, 9/15/233		75,000		76,806
Asset-Backed Securities—9.2%					Series 2017-1A, Cl. D, 3.55%,
American Credit Acceptance Receivables Trust:					11/15/22³		150,000		150,473
Series 2015-3, Cl. D, 5.86%, 7/12/223	$	135,000		135,141	Series 2017-1A, Cl. E, 5.79%, 2/15/243		285,000		292,549
Series 2017-4, Cl. B, 2.61%, 5/10/213		42,177		42,162	Series 2017-2A, Cl. D, 3.89%, 1/15/233		180,000		181,090
Series 2017-4, Cl. C, 2.94%, 1/10/243		195,000		194,729	Series 2017-3A, Cl. D, 3.58%, 5/15/233		75,000		75,402
Series 2017-4, Cl. D, 3.57%, 1/10/243		246,000		246,203	Series 2017-3A, Cl. E, 5.60%, 8/15/243		155,000		160,147
Series 2018-2, Cl. C, 3.70%, 7/10/243		275,000		276,346	Series 2017-4A, Cl. D, 3.47%, 7/17/233		205,000		205,554
Series 2018-3, Cl. B, 3.49%, 6/13/223		80,000		80,220	Series 2017-4A, Cl. E, 5.15%,
Series 2018-4, Cl. C, 3.97%, 1/13/253		180,000		182,521	11/15/24³		150,000		153,244
AmeriCredit Automobile Receivables Trust:					Series 2018-3A, Cl. B, 3.56%, 9/15/223		270,000		272,077
Series 2017-2, Cl. D, 3.42%, 4/18/23		320,000		321,848	Series 2018-3A, Cl. C, 3.79%, 7/15/243		105,000		106,186
Series 2017-4, Cl. D, 3.08%, 12/18/23		205,000		205,225	Element Rail Leasing I LLC, Series
Series 2018-3, Cl. C, 3.74%, 10/18/24		260,000		266,206	2014-1A, Cl. A1, 2.299%, 4/19/443		114,486		114,136
Ameriquest Mortgage Securities, Inc.					Exeter Automobile Receivables Trust:
Asset-Backed Pass-Through Certificates,					Series 2018-1A, Cl. B, 2.75%, 4/15/223		155,000		154,830
Series 2005-R5, Cl. M2, 3.176%					Series 2018-4A, Cl. B, 3.64%,
[US0001M+69], 7/25/35⁴		78,660		78,949	11/15/22³		220,000		221,906
Capital Auto Receivables Asset Trust:					Series 2019-1A, Cl. D, 4.13%,
Series 2017-1, Cl. D, 3.15%, 2/20/253		40,000		39,802	12/16/24³		190,000		194,342

2 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


				Principal					Principal
				Amount		Value			Amount		Value
	Asset-Backed Securities (Continued)						FHLMC/FNMA/FHLB/Sponsored (Continued)
	Flagship Credit Auto Trust, Series 2016-						Federal Home Loan Mortgage Corp. Gold Pool: (Continued)
	1, Cl. C	, 6.22%, 6/15/223	$	380,000	$	393,400	6.50%, 7/1/28-4/1/34	$	17,769	$	19,689
	FRS I LLC, Series 2013-1A, Cl. A1,						7.00%, 10/1/31-10/1/37		54,231		60,431
	1.80%, 4/15/433			1,120		1,119	9.00%, 8/1/22-5/1/25		884		947
	GE Capital Credit Card Master Note						Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
	Trust, Series 2012-7, Cl. B, 2.21%,						Series 183,Cl. IO, 86.754%, 4/1/276		40,236		8,592
	9/15/22			200,000		199,235	Series 192,Cl. IO, 99.999%, 2/1/286		10,853		2,123
	GLS Auto Receivables Trust:						Series 243,Cl. 6, 5.885%, 12/15/326		31,989		6,009
	Series 2018-1A, Cl. A, 2.82%, 7/15/225			206,541		206,243	Series 304,Cl. C31, 9.481%, 12/15/276		158,014		12,828
	Series 2018-3A, Cl. A, 3.35%, 8/15/223			105,424		105,593	Series 304,Cl. C45, 6.833%, 12/15/276		77,771		6,272
	GM Financial Automobile Leasing Trust:						Series 304,Cl. C47, 5.553%, 12/15/276		73,075		6,163
	Series 2017-3, Cl. C, 2.73%, 9/20/21			120,000		119,419	Federal Home Loan Mortgage Corp.,
	Series 2018-2, Cl. C, 3.50%, 4/20/22			145,000		145,729	Mtg.-Linked Amortizing Global Debt
	GMF Floorplan Owner Revolving Trust:						Securities, Series 2012-1, Cl. A10,
	Series 2018-3, Cl. B, 3.49%, 9/15/223			250,000		252,218	2.06%, 1/15/22		113,034		111,983
	Series 2018-3, Cl. C, 3.68%, 9/15/223			210,000		211,906	Federal Home Loan Mortgage Corp., Multifamily Structured Pass-Through Certificates,
	Series 2018-4, Cl. B, 3.68%, 9/15/233			210,000		213,668	Interest-Only Stripped Mtg.-Backed Security:
	Series 2018-4, Cl. C, 3.88%, 9/15/233			265,000		269,667	Series KC02,Cl. X1, 0.00%, 3/25/246,7		4,864,523		84,886
	Navistar Financial Dealer Note Master Owner Trust II:						Series KC03,Cl. X1, 0.00%, 11/25/246,7		2,715,000		68,945
	Series 2017-1, Cl. C, 4.036%						Federal Home Loan Mortgage Corp.,
	[US0001M+155], 6/27/22^3,4			60,000		60,074	Principal-Only Stripped Mtg.-Backed
	Series 2017-1, Cl. D, 4.786%						Security, Series 176, Cl. PO, 4.198%,
	[US0001M+230], 6/27/22^3,4			75,000		75,038	6/1/26⁸		12,006		11,023
	Series 2018-1, Cl. A, 3.116%						Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass
	[US0001M+63], 9/25/23^3,4			115,000		115,213	Pass-Through Certificates:
	Series 2018-1, Cl. B, 3.286%						Series 2427,Cl. ZM, 6.50%, 3/15/32		74,548		82,147
	[US0001M+80], 9/25/23^3,4			135,000		135,177	Series 2461,Cl. PZ, 6.50%, 6/15/32		28,986		31,941
	Santander Drive Auto Receivables Trust:						Series 2626,Cl. TB, 5.00%, 6/15/33		44,300		46,054
	Series 2017-1, Cl. D, 3.17%, 4/17/23			175,000		175,219	Series 2635,Cl. AG, 3.50%, 5/15/32		24,563		24,870
	Series 2017-1, Cl. E, 5.05%, 7/15/243			410,000		419,473	Series 3010,Cl. WB, 4.50%, 7/15/20		2,402		2,406
	Series 2017-3, Cl. D, 3.20%, 11/15/23			295,000		294,866	Series 3025,Cl. SJ, 15.643% [-3.667 x
	Series 2018-1, Cl. D, 3.32%, 3/15/24			110,000		110,384	LIBOR01M+2,475], 8/15/35⁴		10,792		15,677
	Series 2018-2, Cl. D, 3.88%, 2/15/24			170,000		172,531	Series 3030,Cl. FL, 2.884%
	Series 2018-3, Cl. C, 3.51%, 8/15/23			440,000		442,748	[LIBOR01M+40], 9/15/35⁴		57,498		57,524
	Series 2018-4, Cl. C, 3.56%, 7/15/24			300,000		303,102	Series 3822,Cl. JA, 5.00%, 6/15/40		15,795		16,088
	Series 2018-5, Cl. C, 3.81%, 12/16/24			225,000		228,506	Series 3848,Cl. WL, 4.00%, 4/15/40		49,654		50,306
	Santander Retail Auto Lease Trust,						Series 3857,Cl. GL, 3.00%, 5/15/40		3,443		3,508
	Series 2017-A, Cl. C, 2.96%, 11/21/223			195,000		194,653	Series 4221,Cl. HJ, 1.50%, 7/15/23		317,113		311,327
	TCF Auto Receivables Owner Trust,						Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass
	Series 2015-1A, Cl. D, 3.53%, 3/15/223			190,000		189,988	Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
	United Auto Credit Securitization Trust,						Series 2130,Cl. SC, 56.782%, 3/15/296		29,268		3,877
	Series 2018-1, Cl. C, 3.05%, 9/10/213			285,000		285,164	Series 2796,Cl. SD, 46.218%, 7/15/266		52,918		6,112
	Veros Automobile Receivables Trust,						Series 2920,Cl. S, 11.792%, 1/15/356		301,526		48,449
	Series 2017-1, Cl. A, 2.84%, 4/17/233			34,417		34,365	Series 2922,Cl. SE, 15.113%, 2/15/356		17,427		2,869
	Westlake Automobile Receivables Trust:						Series 2981,Cl. AS, 0.668%, 5/15/356		150,730		20,921
	Series 2016-1A, Cl. E, 6.52%, 6/15/223			270,000		271,229	Series 3397,Cl. GS, 0.00%, 12/15/376,7		19,615		3,429
	Series 2017-2A, Cl. E, 4.63%, 7/15/243			320,000		322,405	Series 3424,Cl. EI, 0.00%, 4/15/386,7		6,860		681
	Series 2018-1A, Cl. D, 3.41%, 5/15/233			315,000		315,855	Series 3450,Cl. BI, 7.441%, 5/15/386		53,422		7,829
	Series 2018-3A, Cl. B, 3.32%,						Series 3606,Cl. SN, 11.24%, 12/15/396		27,674		3,596
	10/16/23³			252,000		252,880	Series 4057,Cl. QI, 4.56%, 6/15/276		510,595		38,524
	World Financial Network Credit Card Master Trust:						Series 4146,Cl. AI, 10.738%, 12/15/276		201,276		15,647
	Series 2018-A, Cl. A, 3.07%, 12/16/24			540,000		543,101	Series 4205,Cl. AI, 8.248%, 5/15/286		124,994		9,238
	Series 2018-B, Cl. A, 3.46%, 7/15/25			245,000		249,394	Series 4818,Cl. BI, 0.00%, 3/15/456,7		202,203		33,851
	Series 2018-C, Cl. A, 3.55%, 8/15/25			490,000		499,105	Federal Home Loan Mortgage Corp.,
	Series 2019-A, Cl. A, 3.14%, 12/15/25			160,000		161,639	STACR Trust, Series 2019-DNA1,
	Total Asset-Backed Securities (Cost						Cl. M2, 5.136% [US0001M+265],
$	17,586,714	)				17,720,728	1/25/49^3,4		265,000		269,707
							Federal National Mortgage Assn.:
	Mortgage-Backed Obligations—29.4%						2.50%, 4/1/349		1,560,000		1,550,991
	Government Agency—19.0%						3.00%, 4/1/34-4/1/499		1,505,000		1,516,451
	FHLMC/FNMA/FHLB/Sponsored—16.5%						3.50%, 4/1/499		8,240,000		8,354,909
	Federal Home Loan Mortgage Corp.,						4.00%, 4/1/499		10,100,000		10,390,375
	Series 2018-HQA2, Cl. M1, 3.236%						4.50%, 4/1/499		3,345,000		3,485,774
	[US0001M+75], 10/25/48^3,4			395,000		394,843	5.00%, 4/1/499		2,405,000		2,543,241
	Federal Home Loan Mortgage Corp. Gold Pool:						Federal National Mortgage Assn. Pool:
	5.00%, 12/1/34			1,832		1,963	5.00%, 3/1/21		217		222
	5.50%, 9/1/39			209,310		227,663	5.50%, 9/1/20		589		593
							6.00%, 3/1/37		98,184		108,485

3 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


	STATEMENT OF INVESTMENTS Unaudited / Continued

			Principal					Principal
			Amount		Value			Amount		Value
	FHLMC/FNMA/FHLB/Sponsored (Continued)					FHLMC/FNMA/FHLB/Sponsored (Continued)
	Federal National Mortgage Assn. Pool: (Continued)					Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass
	7.00%, 10/1/35	$	3,034	$	3,035	Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security: (Continued)
	7.50%, 1/1/33		42,892		49,934	Series 2002-84,Cl. SA, 6.452%,
	8.50%, 7/1/32		1,338		1,353	12/25/32⁶	$	67,725	$	13,281
	Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:					Series 2002-9,Cl. MS, 14.057%,
	Series 222,Cl. 2, 99.999%, 6/25/236		70,630		7,453	3/25/32⁶		19,346		3,705
	Series 233,Cl. 2, 62.527%, 8/25/236		41,504		4,345	Series 2003-33,Cl. SP, 9.68%, 5/25/336		75,012		14,628
	Series 252,Cl. 2, 99.999%, 11/25/236		58,557		6,993	Series 2003-4,Cl. S, 3.818%, 2/25/336		40,557		8,098
	Series 319,Cl. 2, 22.126%, 2/25/326		18,469		4,079	Series 2003-46,Cl. IH, 0.00%,
	Series 320,Cl. 2, 61.689%, 4/25/326		6,935		1,604	6/25/23^6,7		102,848		8,246
	Series 321,Cl. 2, 29.124%, 4/25/326		68,276		15,776	Series 2004-54,Cl. DS, 47.892%,
	Series 331,Cl. 9, 14.788%, 2/25/336		79,009		16,070	11/25/30⁶		56,030		8,176
	Series 334,Cl. 17, 33.006%, 2/25/336		43,208		9,159	Series 2004-56,Cl. SE, 5.912%,
	Series 339,Cl. 12, 0.00%, 6/25/336,7		57,349		12,907	10/25/33⁶		14,376		2,688
	Series 339,Cl. 7, 0.00%, 11/25/336,7		164,761		35,983	Series 2005-12,Cl. SC, 19.415%,
	Series 343,Cl. 13, 0.00%, 9/25/336,7		61,283		12,965	3/25/35⁶		8,020		1,206
	Series 345,Cl. 9, 0.00%, 1/25/346,7		56,836		11,963	Series 2005-14,Cl. SE, 11.89%,
	Series 351,Cl. 10, 0.00%, 4/25/346,7		7,459		1,676	3/25/35⁶		27,703		3,600
	Series 351,Cl. 8, 0.00%, 4/25/346,7		26,679		5,989	Series 2005-40,Cl. SA, 21.282%,
	Series 356,Cl. 10, 0.00%, 6/25/356,7		18,154		3,708	5/25/35⁶		149,655		23,962
	Series 356,Cl. 12, 0.00%, 2/25/356,7		9,766		2,017	Series 2005-52,Cl. JH, 22.417%,
	Series 362,Cl. 13, 0.00%, 8/25/356,7		69,492		15,537	5/25/35⁶		385,703		57,948
	Series 364,Cl. 16, 0.00%, 9/25/356,7		50,259		10,240	Series 2005-93,Cl. SI, 0.00%,
	Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass					10/25/35^6,7		33,732		5,072
	Pass-Through Certificates:					Series 2007-88,Cl. XI, 0.00%,
	Series 1998-61,Cl. PL, 6.00%,					6/25/37^6,7		73,504		11,920
	11/25/28		29,636		32,406	Series 2008-55,Cl. SA, 0.00%,
	Series 2003-130,Cl. CS, 9.129% [-2 x					7/25/38^6,7		28,335		3,426
	LIBOR01M+1,410], 12/25/33⁴		1,203		1,236	Series 2009-8,Cl. BS, 0.00%, 2/25/246,7		228		12
	Series 2005-104,Cl. MC, 5.50%,					Series 2011-96,Cl. SA, 5.205%,
	12/25/25		101,289		105,225	10/25/41⁶		94,369		15,050
	Series 2005-31,Cl. PB, 5.50%, 4/25/35		250,000		275,538	Series 2012-121,Cl. IB, 8.077%,
	Series 2005-73,Cl. DF, 2.736%					11/25/27⁶		217,209		17,627
	[LIBOR01M+25], 8/25/35⁴		44,811		44,761	Series 2012-134,Cl. SA, 0.00%,
	Series 2006-11,Cl. PS, 15.453%					12/25/42^6,7		364,528		68,907
[	-3.667 x LIBOR01M+2,456.67],					Series 2012-40,Cl. PI, 22.186%,
	3/25/36⁴		44,499		65,696	4/25/41⁶		186,324		23,163
	Series 2006-46,Cl. SW, 15.086%					Series 2015-57,Cl. LI, 5.983%,
[	-3.667 x LIBOR01M+2,419.92],					8/25/35⁶		453,191		65,930
	6/25/36⁴		30,369		43,401	Series 2016-45,Cl. MI, 8.547%,
	Series 2006-50,Cl. KS, 15.087%					7/25/46⁶		133,307		29,916
[	-3.667 x LIBOR01M+2,420], 6/25/364		5,813		8,403	Series 2017-66,Cl. AS, 0.00%,
	Series 2008-75,Cl. DB, 4.50%, 9/25/23		2		2	9/25/47^6,7		1,124,466		164,632
	Series 2009-113,Cl. DB, 3.00%,					Series 2018-16,Cl. NI, 0.156%,
	12/25/20		3,302		3,288	12/25/44⁶		103,116		15,691
	Series 2009-36,Cl. FA, 3.426%					Series 2018-69,Cl. CI, 0.00%,
	[LIBOR01M+94], 6/25/37⁴		21,543		22,083	10/25/46^6,7		227,701		23,079
	Series 2009-70,Cl. TL, 4.00%, 8/25/19		138		138	Federal National Mortgage Assn.,
	Series 2010-43,Cl. KG, 3.00%, 1/25/21		4,183		4,178	Real Estate Mtg. Investment Conduit
	Series 2011-15,Cl. DA, 4.00%, 3/25/41		11,924		12,169	Multiclass Pass-Through Certificates,
						Principal-Only Stripped Mtg.-Backed
	Series 2011-3,Cl. EL, 3.00%, 5/25/20		2,666		2,657	Security, Series 1993-184, Cl. M,
	Series 2011-3,Cl. KA, 5.00%, 4/25/40		81,669		85,495	5.343%, 9/25/238		25,656		24,200
	Series 2011-38,Cl. AH, 2.75%, 5/25/20		1		1					31,708,731
	Series 2011-82,Cl. AD, 4.00%, 8/25/26		19,331		19,339
	Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass					GNMA/Guaranteed—2.5%
	Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:					Government National Mortgage Assn. I Pool:
	Series 2001-65,Cl. S, 11.688%,					7.00%, 1/15/24		7,631		7,640
	11/25/31⁶		71,921		13,592	7.50%, 1/15/23-6/15/24		12,631		12,844
	Series 2001-81,Cl. S, 14.725%,					8.00%, 4/15/23		5,017		5,204
	1/25/32⁶		18,261		3,200	Government National Mortgage Assn. II
	Series 2002-47,Cl. NS, 10.534%,					Pool, 3.50%, 4/1/499		4,465,000		4,563,718
	4/25/32⁶		51,863		9,566	Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
	Series 2002-51,Cl. S, 10.827%,					Series 2002-15,Cl. SM, 76.93%,
	8/25/32⁶		47,623		8,784	2/16/32⁶		75,976		512
	Series 2002-52,Cl. SD, 39.348%,					Series 2002-76,Cl. SY, 0.00%,
	9/25/32⁶		74,489		14,369	12/16/26^6,7		129,930		319
	Series 2002-77,Cl. SH, 24.055%,					Series 2007-17,Cl. AI, 37.07%,
	12/18/32⁶		25,810		4,276	4/16/37⁶		248,084		36,326

4 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


		Principal					Principal
		Amount		Value			Amount		Value
GNMA/Guaranteed (Continued)					Commercial (Continued)
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:					FREMF Mortgage Trust:
(Continued)					Series 2010-K6,Cl. B, 5.375%,
Series 2011-52,Cl. HS, 17.90%,					12/25/46^3,10	$	60,000	$	60,970
4/16/41⁶	$	120,123	$	17,582	Series 2012-K710,Cl. B, 3.933%,
Series 2017-136,Cl. LI, 6.988%,					6/25/47^3,10		40,000		39,931
9/16/47⁶		408,123		79,330	Series 2012-K711,Cl. B, 3.519%,
Series 2017-149,Cl. GS, 0.00%,					8/25/45^3,10		15,000		14,990
10/16/47^6,7		427,825		65,660	Series 2012-K711,Cl. C, 3.519%,
				4,789,135	8/25/45^3,10		135,000		134,834
Non-Agency—10.4%					Series 2013-K25,Cl. C, 3.623%,
Commercial—5.3%					11/25/45^3,10		60,000		60,386
BANK, Interest-Only Stripped Mtg.-					Series 2013-K26,Cl. C, 3.598%,
Backed Security, Series 2019-BN16, Cl.					12/25/45^3,10		40,000		40,237
XA, 10.805%, 2/15/526		1,579,139		116,949	Series 2013-K27,Cl. C, 3.496%,
BCAP LLC Trust, Series 2011-R11,					1/25/46^3,10		110,000		110,310
Cl. 18A5, 4.69% [H15T1Y+210],					Series 2013-K28,Cl. C, 3.49%,
9/26/35^3,4		14,659		14,722	6/25/46^3,10		450,000		451,416
Benchmark Mortgage Trust, Interest-					Series 2013-K712,Cl. C, 3.359%,
Only Commercial Mtg. Pass-Through					5/25/45^3,10		75,000		74,937
Certificates, Series 2018-B1, Cl. XA,					Series 2013-K713,Cl. C, 3.155%,
10.646%, 1/15/516		2,191,893		80,409	4/25/46^3,10		275,000		274,477
CD Mortgage Trust, Interest-Only					Series 2014-K715,Cl. C, 4.122%,
Commercial Mtg. Pass-Through					2/25/46^3,10		180,000		182,243
Certificates, Series 2017-CD6, Cl. XA,					GS Mortgage Securities Trust:
12.622%, 11/13/506		879,687		50,435	Series 2012-GC6,Cl. A3, 3.482%,
Chase Mortgage Finance Trust, Series					1/10/45		54,793		55,605
2005-A2, Cl. 1A3, 4.349%, 1/25/3610		99,439		97,248	Series 2013-GC12,Cl. AAB, 2.678%,
Citigroup Commercial Mortgage Trust:					6/10/46		28,939		28,807
Series 2012-GC8,Cl. AAB, 2.608%,					Series 2013-GC16,Cl. AS, 4.649%,
9/10/45		87,128		86,850	11/10/46		65,000		69,395
Series 2014-GC21,Cl. AAB, 3.477%,					Series 2014-GC18,Cl. AAB, 3.648%,
5/10/47		105,000		106,903	1/10/47		86,950		88,482
Citigroup Commercial Mortgage Trust, Interest-Only Commercial Mtg. Pass-Through					GSMSC Pass-Through Trust, Series
Certificates:					2009-3R, Cl. 1A2, 6.00%, 4/25/373,10		195,567		187,334
Series 2013-GC17,Cl. XA, 0.00%,					JP Morgan Chase Commercial Mortgage Securities Trust:
11/10/46^6,7		423,224		17,283	Series 2012-LC9,Cl. A4, 2.611%,
Series 2017-C4,Cl. XA, 11.938%,					12/15/47		11,934		11,923
10/12/50⁶		2,351,445		161,430	Series 2013-C10,Cl. AS, 3.372%,
COMM Mortgage Trust:					12/15/47		325,000		328,228
Series 2013-CR6,Cl. AM, 3.147%,					Series 2013-C16,Cl. AS, 4.517%,
3/10/46³		255,000		255,662	12/15/46		330,000		349,199
Series 2014-CR17,Cl. ASB, 3.598%,					Series 2013-LC11,Cl. AS, 3.216%,
5/10/47		255,000		260,245	4/15/46		78,000		78,246
Series 2014-CR20,Cl. ASB, 3.305%,					Series 2014-C20,Cl. AS, 4.043%,
11/10/47		70,000		71,107	7/15/47		245,000		254,380
Series 2014-CR21,Cl. AM, 3.987%,					Series 2016-JP3,Cl. A2, 2.435%,
12/10/47		865,000		890,574	8/15/49		203,137		201,302
Series 2014-LC15,Cl. AM, 4.198%,					JP Morgan Mortgage Trust, Series
4/10/47		140,000		145,840	2007-A1, Cl. 5A1, 4.687%, 7/25/3510		73,876		76,144
Series 2014-UBS6,Cl. AM, 4.048%,					JP Morgan Resecuritization Trust, Series
12/10/47		495,000		505,967	2009-5, Cl. 1A2, 4.542%, 7/26/363,10		100,007		100,130
Series 2015-CR22,Cl. A2, 2.856%,					JPMBB Commercial Mortgage Securities Trust:
3/10/48		124,344		124,249	Series 2014-C18,Cl. A3, 3.578%,
COMM Mortgage Trust, Interest-					2/15/47		66,037		66,660
Only Stripped Mtg.-Backed Security,					Series 2014-C19,Cl. ASB, 3.584%,
Series 2012-CR5, Cl. XA, 21.379%,					4/15/47		42,769		43,564
12/10/45⁶		319,349		15,085	Series 2014-C24,Cl. B, 4.116%,
CSMC Mortgage-Backed Trust, Series					11/15/47¹⁰		270,000		276,412
2006-6, Cl. 1A4, 6.00%, 7/25/36		121,028		99,144	Series 2014-C25,Cl. AS, 4.065%,
Federal Home Loan Mortgage Corp.,					11/15/47		105,000		108,919
Series 2019-HQA1, Cl. M2, 4.836%					JPMBB Commercial Mortgage
[US0001M+235], 2/25/49^3,4		130,000		131,050	Securities Trust., Interest-Only Stripped
First Horizon Alternative Mortgage					Mtg.-Backed Security, Series 2015-C27,
Securities Trust, Series 2005-FA8,					Cl. XA, 24.311%, 2/15/486		2,923,952		136,218
Cl. 1A6, 3.136% [US0001M+65],					MASTR Adjustable Rate Mortgages
11/25/35⁴		73,380		52,611	Trust, Series 2004-13, Cl. 2A2,
					4.727%, 4/21/3410		23,861		24,543

5 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


STATEMENT OF INVESTMENTS Unaudited / Continued

			Principal						Principal
			Amount		Value				Amount		Value
Commercial (Continued)						Residential (Continued)
Morgan Stanley Bank of America Merrill Lynch Trust:						Bear Stearns ARM Trust: (Continued)
Series 2013-C7,Cl. AAB, 2.469%,						Series 2006-1,Cl. A1, 4.91%
2/15/46		$	85,860	$	85,410	[H15T1Y+225], 2/25/364		$	115,457	$	116,748
Series 2013-C9,Cl. AS, 3.456%,						CHL Mortgage Pass-Through Trust:
5/15/46			240,000		243,464	Series 2005-26,Cl. 1A8, 5.50%,
Series 2014-C19,Cl. AS, 3.832%,						11/25/35			55,307		49,923
12/15/47			720,000		738,411	Series 2006-6,Cl. A3, 6.00%, 4/25/36			34,229		27,957
Morgan Stanley Capital I Trust:						Citigroup Mortgage Loan Trust, Inc.,
Series 2011-C1,Cl. A4, 5.033%,						Series 2006-AR1, Cl. 1A1, 4.97%
9/15/47^3,10			45,116		46,259	[H15T1Y+240], 10/25/354			296,170		300,599
Series 2011-C2,Cl. A4, 4.661%,						Connecticut Avenue Securities:
6/15/44³			70,000		72,121	Series 2014-C02,Cl. 1M2, 5.086%
Morgan Stanley Capital I, Inc., Interest-						[US0001M+260], 5/25/24⁴			115,000		120,661
Only Commercial Mtg. Pass-Through						Series 2014-C03,Cl. 1M2, 5.486%
Certificates, Series 2017-HR2, Cl. XA,						[US0001M+300], 7/25/24⁴			306,719		325,871
10.363%, 12/15/506			769,866		42,814	Series 2014-C03,Cl. 2M2, 5.386%
Morgan Stanley Re-Remic Trust, Series						[US0001M+290], 7/25/24⁴			34,037		35,665
2012-R3, Cl. 1B, 3.644%, 11/26/363,10			243,429		226,654	Series 2016-C02,Cl. 1M2, 8.486%
Morgan Stanley Resecuritization Trust,						[US0001M+600], 9/25/28⁴			128,967		147,067
Series 2013-R9, Cl. 3A, 3.912%,						Series 2016-C03,Cl. 1M1, 4.486%
6/26/46^3,10			83,721		83,880	[US0001M+200], 10/25/28⁴			48,419		48,799
RBSSP Resecuritization Trust, Series						Series 2017-C07,Cl. 1M2, 4.886%
2010-1, Cl. 2A1, 4.433%, 7/26/453,10			13,144		13,507	[US0001M+240], 5/25/30⁴			225,000		230,019
Structured Adjustable Rate Mortgage						Series 2018-C01,Cl. 1M1, 3.086%
Loan Trust, Series 2004-10, Cl. 2A,						[US0001M+60], 7/25/30⁴			390,941		390,196
4.493%, 8/25/3410			130,978		131,665	Series 2018-C02,Cl. 2M2, 4.686%
UBS Commercial Mortgage Trust,						[US0001M+220], 8/25/30⁴			225,000		224,631
Interest-Only Commercial Mtg. Pass-						Series 2018-C03,Cl. 1M1, 3.166%
Through Certificates, Series 2017-C5,						[US0001M+68], 10/25/30⁴			253,805		253,786
Cl. XA, 12.272%, 11/15/506			1,516,445		93,415	Series 2018-C03,Cl. 1M2, 4.636%
Wells Fargo Commercial Mortgage						[US0001M+215], 10/25/30⁴			260,000		259,990
Trust, Series 2015-NXS1, Cl. ASB,						Series 2018-C04,Cl. 2M2, 5.036%
2.934%, 5/15/48			355,000		355,639	[US0001M+255], 12/25/30⁴			250,000		251,936
Wells Fargo Commercial Mortgage						Series 2018-C05,Cl. 1M1, 3.206%
Trust, Interest-Only Commercial Mtg.						[US0001M+72], 1/25/31⁴			103,036		103,048
Pass-Through Certificates, Series 2017-						Series 2018-C05,Cl. 1M2, 4.836%
C42, Cl. XA	, 10.338%, 12/15/506		1,074,442		68,187	[US0001M+235], 1/25/31⁴			110,000		110,614
Wells Fargo Mortgage Backed						Series 2018-C06,Cl. 2M1, 3.036%
Securities Trust, Series 2019-1, Cl. A7,						[US0001M+55], 3/25/31⁴			43,664		43,613
4.00%, 11/25/483,10			150,536		153,249	Series 2018-C06,Cl. 2M2, 4.586%
WF-RBS Commercial Mortgage Trust:						[US0001M+210], 3/25/31⁴			305,000		301,531
Series 2013-C14,Cl. AS, 3.488%,						Connecticut Avenue Securities Trust:
6/15/46			155,000		156,578	Series 2019-R01,Cl. 2M2, 4.936%
Series 2014-C20,Cl. AS, 4.176%,						[US0001M+245], 7/25/31^3,4			265,000		265,776
5/15/47			150,000		155,640	Series 2019-R02,Cl. 1M1, 3.336%
Series 2014-C22,Cl. A3, 3.528%,						[US0001M+85], 8/25/31^3,4			310,000		310,804
9/15/57			45,000		45,711	GSR Mortgage Loan Trust, Series 2005-
Series 2014-LC14,Cl. AS, 4.351%,						AR4, Cl	. 6A1, 4.329%, 7/25/3510		15,897		16,059
3/15/47¹⁰			165,000		173,214	HomeBanc Mortgage Trust,
WF-RBS Commercial Mortgage Trust,						Series 2005-3, Cl. A2, 2.796%
Interest-Only Commercial Mtg. Pass-						[US0001M+31], 7/25/35⁴			17,581		17,511
Through Certificates, Series 2011-C3,						RALI Trust, Series 2006-QS13, Cl. 1A8,
Cl. XA, 27.206%, 3/15/443,6			2,032,443		43,950	6.00%, 9/25/36			7,552		6,715
					10,143,753	STACR Trust:
Residential—5.1%						Series 2018-DNA2,Cl. M1, 3.286%
Alternative Loan Trust, Series 2005-						[US0001M+80], 12/25/30^3,4			445,000		445,061
29CB, Cl. A4, 5.00%, 7/25/35			182,890		157,039	Series 2018-DNA3,Cl. M1, 3.236%
Banc of America Funding Trust:						[US0001M+75], 9/25/48^3,4			75,000		74,954
Series 2007-1,Cl. 1A3, 6.00%, 1/25/37			40,544		37,755	Series 2018-DNA3,Cl. M2, 4.586%
Series 2007-C,Cl. 1A4, 4.622%,						[US0001M+210], 9/25/48^3,4			275,000		271,754
5/20/36¹⁰			14,433		14,328	Series 2018-HRP2,Cl. M2, 3.736%
Series 2014-R7,Cl. 3A1, 4.954%,						[US0001M+125], 2/25/47^3,4			215,000		216,003
3/26/36^3,10			40,773		40,879	Structured Agency Credit Risk Debt Nts.:
Banc of America Mortgage Trust, Series						Series 2013-DN2,Cl. M2, 6.736%
2004-E, Cl. 2A6, 4.39%, 6/25/3410			44,173		44,235	[US0001M+425], 11/25/23⁴			207,513		226,802
Bear Stearns ARM Trust:						Series 2014-DN1,Cl. M2, 4.686%
Series 2005-9,Cl. A1, 4.73%						[US0001M+220], 2/25/24⁴			38,277		38,944
[H15T1Y+230], 10/25/354			311,900		316,564

6 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


				Principal					Principal
				Amount		Value			Amount		Value
	Residential (Continued)						Automobiles (Continued)
	Structured Agency Credit Risk Debt Nts.: (Continued)						Harley-Davidson Financial Services, Inc.,
	Series 2014-DN1,Cl. M3, 6.986%						2.40% Sr. Unsec. Nts., 6/15/20³	$	337,000	$	333,232
	[US0001M+450], 2/25/24⁴		$	160,000	$	178,455	Hyundai Capital America:
	Series 2014-DN2,Cl. M3, 6.086%						1.75% Sr. Unsec. Nts., 9/27/19³		260,000		258,714
	[US0001M+360], 4/25/24⁴			185,000		199,938	4.125% Sr. Unsec. Nts., 6/8/23³		336,000		342,645
	Series 2014-HQ2,Cl. M3, 6.236%						Nissan Motor Acceptance Corp., 3.65%
	[US0001M+375], 9/25/24⁴			335,000		371,001	Sr. Unsec. Nts., 9/21/21³		326,000		327,908
	Series 2015-HQA2,Cl. M2, 5.286%						Volkswagen Group of America Finance
	[US0001M+280], 5/25/28⁴			3,795		3,871	LLC, 4.00% Sr. Unsec. Nts., 11/12/21³		311,000		317,481
	Series 2016-DNA1,Cl. M2, 5.39%										2,523,468
	[US0001M+290], 7/25/28⁴			29,134		29,649	Diversified Consumer Services—0.2%
	Series 2016-DNA4,Cl. M3, 6.286%
	[US0001M+380], 3/25/29⁴			355,000		390,599	Service Corp. International, 4.625% Sr.
	Series 2016-HQA3,Cl. M3, 6.336%						Unsec. Nts., 12/15/27		322,000		321,195
	[US0001M+385], 3/25/29⁴			120,000		132,564	Entertainment—0.2%
	Series 2016-HQA4,Cl. M3, 6.386%						Fox Corp., 3.666% Sr. Unsec. Nts.,
	[US0001M+390], 4/25/29⁴			350,000		386,886	1/25/22³		245,000		250,009
	Series 2017-HQA1,Cl. M1, 3.686%						Viacom, Inc., 4.375% Sr. Unsec. Nts.,
	[US0001M+120], 8/25/29⁴			383,470		384,551	3/15/43		105,000		94,410
	Series 2018-DNA1,Cl. M1, 2.936%						Walt Disney Co. (The), 4.75% Sr. Unsec.
	[US0001M+45], 7/25/30⁴			586,448		583,998	Nts., 11/15/46³		92,000		107,226
	Series 2018-DNA1,Cl. M2, 4.286%										451,645
	[US0001M+180], 7/25/30⁴			460,000		449,759	Hotels, Restaurants & Leisure—0.4%
	WaMu Mortgage Pass-Through Certificates Trust:						Aramark Services, Inc., 5.00% Sr.
	Series 2003-AR10,Cl. A7, 4.481%,						Unsec. Nts., 4/1/25³		299,000		306,924
	10/25/33¹⁰			67,200		68,402	Marriott International, Inc., 3.245%
	Series 2005-AR14,Cl. 1A4, 4.193%,						[US0003M+65] Sr. Unsec. Nts., 3/8/21⁴		204,000		204,568
	12/25/35¹⁰			68,269		67,734	Royal Caribbean Cruises Ltd., 2.65% Sr.
	Series 2005-AR16,Cl. 1A1, 4.256%,						Unsec. Nts., 11/28/20		305,000		304,794
	12/25/35¹⁰			66,122		66,060					816,286
	Wells Fargo Mortgage-Backed Securities Trust:
	Series 2005-AR1,Cl. 1A1, 5.083%,						Household Durables—0.8%
	2/25/35¹⁰			10,939		11,290	DR Horton, Inc., 2.55% Sr. Unsec. Nts.,
	Series 2005-AR15,Cl. 1A2, 4.667%,						12/1/20		334,000		331,980
	9/25/35¹⁰			77,944		76,371	Lennar Corp., 4.75% Sr. Unsec. Nts.,
	Series 2005-AR15,Cl. 1A6, 4.667%,						5/30/25		343,000		352,004
	9/25/35¹⁰			149,375		145,093	Newell Brands, Inc.:
	Series 2005-AR4,Cl. 2A2, 5.086%,						5.00% Sr. Unsec. Nts., 11/15/23		194,000		194,714
	4/25/35¹⁰			130,664		132,295	5.50% Sr. Unsec. Nts., 4/1/46		106,000		95,907
	Series 2006-AR10,Cl. 1A1, 4.704%,						PulteGroup, Inc., 5.00% Sr. Unsec. Nts.,
	7/25/36¹⁰			31,392		31,612	1/15/27		237,000		237,296
	Series 2006-AR10,Cl. 5A5, 4.542%,						Toll Brothers Finance Corp.:
	7/25/36¹⁰			113,154		113,720	4.375% Sr. Unsec. Nts., 4/15/23		298,000		299,862
	Series 2006-AR2,Cl. 2A3, 4.954%,						4.875% Sr. Unsec. Nts., 3/15/27		45,000		44,424
	3/25/36¹⁰			13,505		13,748					1,556,187
	Series 2006-AR7,Cl. 2A4, 4.42%,						Internet & Catalog Retail—0.3%
	5/25/36¹⁰			86,951		89,454	Amazon.com, Inc., 4.95% Sr. Unsec.
	Series 2007-16,Cl. 1A1, 6.00%,						Nts., 12/5/44		107,000		128,270
	12/28/37			21,694		21,579	QVC, Inc., 4.45% Sr. Sec. Nts., 2/15/25		505,000		504,936
						9,792,466					633,206
	Total Mortgage-Backed Obligations (Cost
$	56,356,902	)				56,434,085	Media—1.1%
							CBS Corp., 4.20% Sr. Unsec. Nts.,
							6/1/29		159,000		160,408
	U.S. Government Obligation—0.3%						Charter Communications Operating
	United States Treasury Nts., 1.50%, 5/31/1911						LLC/Charter Communications Operating
	(Cost $552,122)			552,000		551,128	Capital, 5.375% Sr. Sec. Nts., 5/1/47		68,000		67,854
							Comcast Corp.:
Non	-Convertible Corporate Bonds and Notes—32.1%						3.95% Sr. Unsec. Nts., 10/15/25		220,000		230,385
	Consumer Discretionary—5.4%						4.00% Sr. Unsec. Nts., 3/1/48		86,000		84,592
	Automobiles—1.3%						Interpublic Group of Cos., Inc. (The):
	Daimler Finance North America LLC,						3.75% Sr. Unsec. Nts., 10/1/21		265,000		269,780
	3.75% Sr. Unsec. Nts., 11/5/21³			279,000		284,025	4.20% Sr. Unsec. Nts., 4/15/24		330,000		339,806
	General Motors Co., 6.25% Sr. Unsec.						Sky Ltd., 3.75% Sr. Unsec. Nts.,
	Nts., 10/2/43			82,000		82,180	9/16/24³		161,000		166,936
	General Motors Financial Co., Inc.:						Time Warner Cable LLC, 4.50% Sr.
	4.15% Sr. Unsec. Nts., 6/19/23			310,000		313,223	Unsec. Unsub. Nts., 9/15/42		111,000		97,577
	4.20% Sr. Unsec. Nts., 11/6/21			259,000		264,060	Virgin Media Secured Finance plc,
							5.25% Sr. Sec. Nts., 1/15/26³		318,000		321,180

7 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


STATEMENT OF INVESTMENTS Unaudited / Continued

		Principal					Principal
		Amount		Value			Amount		Value
Media (Continued)					Tobacco—0.7%
WPP Finance 2010, 3.75% Sr. Unsec.					Altria Group, Inc., 3.49% Sr. Unsec.
Nts., 9/19/24	$	322,000	$	317,931	Nts., 2/14/22	$	206,000	$	209,411
				2,056,449	BAT Capital Corp.:
Specialty Retail—0.8%					2.297% Sr. Unsec. Nts., 8/14/20		351,000		347,629
AutoNation, Inc., 5.50% Sr. Unsec.					3.557% Sr. Unsec. Nts., 8/15/27		177,000		167,904
Nts., 2/1/20		306,000		312,141	Imperial Brands Finance plc, 3.75% Sr.
AutoZone, Inc., 1.625% Sr. Unsec. Nts.,					Unsec. Nts., 7/21/22³		328,000		332,611
4/21/19		68,000		67,936	Imperial Tobacco Finance plc, 2.95% Sr.
L Brands, Inc., 5.625% Sr. Unsec. Nts.,					Unsec. Nts., 7/21/20³		230,000		229,366
2/15/22		295,000		307,538					1,286,921
Penske Truck Leasing Co. LP/PTL					Energy—2.4%
Finance Corp., 3.65% Sr. Unsec. Nts.,					Energy Equipment & Services—0.1%
7/29/21³		110,000		111,547	Halliburton Co., 5.00% Sr. Unsec. Nts.,
Ross Stores, Inc., 3.375% Sr. Unsec.					11/15/45		75,000		80,035
Nts., 9/15/24		344,000		350,485	Schlumberger Holdings Corp., 4.00%
Signet UK Finance plc, 4.70% Sr.					Sr. Unsec. Nts., 12/21/25³		196,000		202,387
Unsec. Nts., 6/15/24		356,000		304,380					282,422
				1,454,027	Oil, Gas & Consumable Fuels—2.3%
Textiles, Apparel & Luxury Goods—0.3%					Anadarko Petroleum Corp., 4.50% Sr.
Hanesbrands, Inc., 4.875% Sr. Unsec.					Unsec. Nts., 7/15/44		72,000		68,082
Nts., 5/15/26³		320,000		317,312	Andeavor Logistics LP/Tesoro Logistics
Levi Strauss & Co., 5.00% Sr. Unsec.					Finance Corp., 4.25% Sr. Unsec. Nts.,
Nts., 5/1/25		302,000		312,570	12/1/27		192,000		193,767
				629,882	Apache Corp., 4.375% Sr. Unsec. Nts.,
Consumer Staples—3.3%					10/15/28		251,000		253,337
Beverages—0.7%					Cimarex Energy Co., 4.375% Sr. Unsec.
Anheuser-Busch InBev Worldwide, Inc.,					Nts., 3/15/29		158,000		163,032
8.20% Sr. Unsec. Unsub. Nts., 1/15/39		197,000		274,616	Columbia Pipeline Group, Inc., 3.30%
Bacardi Ltd., 4.70% Sr. Unsec. Nts.,					Sr. Unsec. Nts., 6/1/20		324,000		325,442
5/15/28³		171,000		171,409	Devon Energy Corp., 4.75% Sr. Unsec.
Keurig Dr Pepper, Inc., 4.057% Sr.					Nts., 5/15/42		63,000		63,724
Unsec. Nts., 5/25/23³		305,000		314,024	Energy Transfer Operating LP:
Molson Coors Brewing Co., 2.10% Sr.					4.25% Sr. Unsec. Nts., 3/15/23		260,000		267,270
Unsec. Nts., 7/15/21		324,000		317,961	5.30% Sr. Unsec. Nts., 4/15/47		100,000		98,720
Pernod Ricard SA, 4.25% Sr. Unsec.					Enterprise Products Operating LLC:
Nts., 7/15/22³		299,000		310,549	4.85% Sr. Unsec. Nts., 8/15/42		80,000		84,216
				1,388,559	4.90% Sr. Unsec. Nts., 5/15/46		32,000		34,431
					EQT Corp., 2.50% Sr. Unsec. Nts.,
Food & Staples Retailing—0.0%					10/1/20		353,000		348,487
Kroger Co. (The), 4.45% Sr. Unsec. Nts.,					Kinder Morgan Energy Partners LP,
2/1/47		93,000		84,767	5.80% Sr. Unsec. Nts., 3/1/21		132,000		138,989
Food Products—1.9%					Kinder Morgan, Inc., 5.20% Sr. Unsec.
Bunge Ltd. Finance Corp.:					Nts., 3/1/48		217,000		229,210
3.25% Sr. Unsec. Nts., 8/15/26		232,000		208,676	Marathon Petroleum Corp., 3.80% Sr.
3.50% Sr. Unsec. Nts., 11/24/20		311,000		312,661	Unsec. Nts., 4/1/28⁵		134,000		132,922
Campbell Soup Co., 3.30% Sr. Unsec.					Midwest Connector Capital Co. LLC,
Nts., 3/15/21		338,000		340,292	3.625% Sr. Unsec. Nts., 4/1/22³		310,000		314,686
Conagra Brands, Inc.:					ONEOK, Inc., 4.35% Sr. Unsec. Nts.,
3.80% Sr. Unsec. Nts., 10/22/21		252,000		256,793	3/15/29		156,000		159,100
4.60% Sr. Unsec. Nts., 11/1/25		317,000		333,858	Pioneer Natural Resources Co., 3.45%
Kraft Heinz Foods Co.:					Sr. Unsec. Nts., 1/15/21		347,000		350,769
2.80% Sr. Unsec. Nts., 7/2/20		332,000		331,567	Sabine Pass Liquefaction LLC:
4.375% Sr. Unsec. Nts., 6/1/46		204,000		177,561	4.20% Sr. Sec. Nts., 3/15/28		180,000		181,791
Lamb Weston Holdings, Inc., 4.875%					5.625% Sr. Sec. Nts., 2/1/21		260,000		270,232
Sr. Unsec. Nts., 11/1/26³		306,000		311,738	Sunoco Logistics Partners Operations
Mondelez International Holdings					LP, 4.00% Sr. Unsec. Nts., 10/1/27		207,000		205,662
Netherlands BV, 2.00% Sr. Unsec. Nts.,					Valero Energy Corp., 4.00% Sr. Unsec.
10/28/21³		339,000		330,648	Nts., 4/1/29		154,000		155,591
Smithfield Foods, Inc.:					Williams Cos., Inc. (The), 3.70% Sr.
2.70% Sr. Unsec. Nts., 1/31/20³		148,000		146,993	Unsec. Unsub. Nts., 1/15/23		334,000		340,340
3.35% Sr. Unsec. Nts., 2/1/22³		183,000		179,192					4,379,800
5.20% Sr. Unsec. Nts., 4/1/29³		252,000		253,710	Financials—8.8%
Tyson Foods, Inc.:					Capital Markets—1.7%
3.90% Sr. Unsec. Nts., 9/28/23		271,000		279,468	Blackstone Holdings Finance Co. LLC,
5.10% Sr. Unsec. Nts., 9/28/48		88,000		89,870	3.15% Sr. Unsec. Nts., 10/2/27³		117,000		113,849
				3,553,027	Brookfield Asset Management, Inc.,
					4.00% Sr. Unsec. Nts., 1/15/25		269,000		271,932

8 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


		Principal					Principal
		Amount		Value			Amount		Value
Capital Markets (Continued)					Commercial Banks (Continued)
Credit Suisse AG (New York), 3.625%					Fortis, Inc., 3.055% Sr. Unsec. Nts.,
Sr. Unsec. Nts., 9/9/24	$	197,000	$	200,735	10/4/26	$	198,000	$	189,725
Credit Suisse Group Funding Guernsey					HSBC Holdings plc:
Ltd., 4.55% Sr. Unsec. Nts., 4/17/26		154,000		161,115	3.95% [US0003M+98.72] Sr. Unsec.
E*TRADE Financial Corp., 5.875%					Nts., 5/18/24⁴		109,000		111,282
[US0003M+443.5] Jr. Sub. Perpetual					4.041% [US0003M+154.6] Sr. Unsec.
Bonds^4,12		307,000		311,221	Nts., 3/13/28⁴		135,000		136,261
Goldman Sachs Group, Inc. (The):					4.583% [US0003M+153.46] Sr. Unsec.
3.50% Sr. Unsec. Nts., 11/16/26		166,000		164,076	Nts., 6/19/29⁴		183,000		192,737
3.75% Sr. Unsec. Nts., 2/25/26		163,000		163,874	Huntington Bancshares, Inc., 4.00% Sr.
4.017% [US0003M+137.3] Sr. Unsec.					Unsec. Nts., 5/15/25		334,000		347,882
Nts., 10/31/38⁴		144,000		138,331	JPMorgan Chase & Co.:
Morgan Stanley:					3.54% [US0003M+138] Sr. Unsec.
4.431% [US0003M+162.8] Sr. Unsec.					Nts., 5/1/28⁴		252,000		252,611
Nts., 1/23/30⁴		235,000		248,249	3.782% [US0003M+133.7] Sr. Unsec.
5.00% Sub. Nts., 11/24/25		257,000		275,897	Nts., 2/1/28⁴		332,000		338,778
MSCI, Inc., 4.75% Sr. Unsec. Nts.,					3.797% [US0003M+89] Sr. Unsec.
8/1/26³		307,000		316,210	Nts., 7/23/24⁴		335,000		344,298
Northern Trust Corp., 3.375%					KeyCorp, 4.15% Sr. Unsec. Nts.,
[US0003M+113.1] Sub. Nts., 5/8/32⁴		115,000		112,853	10/29/25		106,000		111,764
Plains All American Pipeline LP/PAA					Lloyds Banking Group plc, 6.657%
Finance Corp., 4.50% Sr. Unsec. Nts.,					[US0003M+127] Jr. Sub. Perpetual
12/15/26		191,000		196,011	Bonds^3,4,12		300,000		307,500
Raymond James Financial, Inc., 3.625%					Nordea Bank Abp, 4.625%
Sr. Unsec. Nts., 9/15/26		153,000		151,690	[USSW5+169] Sub. Nts., 9/13/33^3,4		118,000		119,334
TD Ameritrade Holding Corp., 3.30%					PNC Financial Services Group, Inc.
Sr. Unsec. Nts., 4/1/27		188,000		189,075	(The), 3.15% Sr. Unsec. Nts., 5/19/27		253,000		253,868
UBS Group Funding Switzerland AG:					Regions Financial Corp., 2.75% Sr.
4.125% Sr. Unsec. Nts., 4/15/26³		160,000		165,731	Unsec. Nts., 8/14/22		175,000		173,797
4.253% Sr. Unsec. Nts., 3/23/28³		147,000		153,128	Royal Bank of Canada, 3.70% Sr.
				3,333,977	Unsec. Nts., 10/5/23		290,000		299,930
					Societe Generale SA, 3.875% Sr. Unsec.
Commercial Banks—4.6%					Nts., 3/28/24³		250,000		251,063
ABN AMRO Bank NV, 4.40%					SunTrust Bank (Atlanta GA):
[USSW5+219.7] Sub. Nts., 3/27/28^4,13		329,000		332,174	3.30% Sub. Nts., 5/15/26		118,000		117,154
Bank of America Corp.:					4.05% Sr. Unsec. Nts., 11/3/25		141,000		148,782
3.248% Sr. Unsec. Nts., 10/21/27		258,000		253,068	Synovus Financial Corp., 3.125% Sr.
3.366% [US0003M+81] Sr. Unsec.					Unsec. Nts., 11/1/22		177,000		175,097
Nts., 1/23/26⁴		286,000		286,625	US Bancorp, 3.10% Sub. Nts., 4/27/26		199,000		198,974
3.824% [US0003M+157.5] Sr. Unsec.					Wells Fargo & Co.:
Nts., 1/20/28⁴		191,000		193,968
4.271% [US0003M+131] Sr. Unsec.					3.584% [US0003M+131] Sr. Unsec.
Nts., 7/23/29⁴		154,000		160,637	Nts., 5/22/28⁴		248,000		249,478
7.75% Jr. Sub. Nts., 5/14/38		226,000		314,560	4.75% Sub. Nts., 12/7/46		157,000		164,694
Bank of Ireland Group plc, 4.50% Sr.									8,805,412
Unsec. Nts., 11/25/23³		263,000		267,808	Consumer Finance—0.4%
Bank of Montreal, Series E, 3.30% Sr.					Capital One Financial Corp.:
Unsec. Nts., 2/5/24		245,000		247,817	3.75% Sr. Unsec. Nts., 3/9/27		111,000		109,385
BNP Paribas SA, 4.375%					3.90% Sr. Unsec. Nts., 1/29/24		155,000		158,555
[USSW5+148.3] Sub. Nts., 3/1/33^3,4		177,000		173,905	Discover Bank, 4.65% Sr. Unsec. Nts.,
BPCE SA, 4.50% Sub. Nts., 3/15/25³		184,000		185,305	9/13/28		122,000		127,930
Canadian Imperial Bank of Commerce,					Discover Financial Services, 3.75% Sr.
3.10% Sr. Unsec. Nts., 4/2/24⁹		312,000		311,354	Unsec. Nts., 3/4/25		143,000		142,714
Citigroup, Inc.:					Synchrony Financial, 4.25% Sr. Unsec.
4.075% [US0003M+119.2] Sr. Unsec.					Nts., 8/15/24		248,000		249,772
Nts., 4/23/29⁴		269,000		276,278					788,356
4.281% [US0003M+183.9] Sr. Unsec.					Diversified Financial Services—0.3%
Nts., 4/24/48⁴		356,000		365,363	Berkshire Hathaway Energy Co., 3.80%
Citizens Bank NA (Providence RI),					Sr. Unsec. Nts., 7/15/48		81,000		77,702
2.65% Sr. Unsec. Nts., 5/26/22		68,000		67,480	Peachtree Corners Funding Trust,
Compass Bank, 2.875% Sr. Unsec. Nts.,					3.976% Sr. Unsec. Nts., 2/15/25³		126,000		127,956
6/29/22		279,000		276,304	Voya Financial, Inc., 5.65%
Credit Agricole SA, 4.375% Sub. Nts.,					[US0003M+358] Jr. Sub. Nts., 5/15/53⁴		315,000		310,740
3/17/25³		304,000		310,098					516,398
Fifth Third Bank (Cincinnati OH), 3.85%
Sub. Nts., 3/15/26		160,000		163,104	Insurance—1.1%
First Republic Bank, 4.375% Sub. Nts.,					Aflac, Inc., 4.75% Sr. Unsec. Nts.,
8/1/46		137,000		134,555	1/15/49		109,000		120,833

9 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


STATEMENT OF INVESTMENTS Unaudited / Continued

		Principal					Principal
		Amount		Value			Amount		Value
Insurance (Continued)					Health Care Providers & Services (Continued)
AXA Equitable Holdings, Inc., 4.35% Sr.					Fresenius Medical Care US Finance II,
Unsec. Nts., 4/20/28	$	163,000	$	165,781	Inc., 5.875% Sr. Unsec. Nts., 1/31/22³	$	291,000	$	308,013
Boardwalk Pipelines LP, 4.95% Sr.					McKesson Corp., 3.65% Sr. Unsec. Nts.,
Unsec. Nts., 12/15/24		162,000		168,251	11/30/20		286,000		289,603
Brighthouse Financial, Inc., 3.70% Sr.									1,500,320
Unsec. Nts., 6/22/27		68,000		61,398	Life Sciences Tools & Services—0.4%
CNA Financial Corp., 3.45% Sr. Unsec.					IQVIA, Inc., 5.00% Sr. Unsec. Nts.,
Nts., 8/15/27		231,000		225,900	10/15/26³		308,000		316,279
Hartford Financial Services Group, Inc.					Life Technologies Corp., 6.00% Sr.
(The), 4.40% Sr. Unsec. Nts., 3/15/48		192,000		194,757	Unsec. Nts., 3/1/20		259,000		266,077
Lincoln National Corp., 3.80% Sr.					Thermo Fisher Scientific, Inc., 4.15% Sr.
Unsec. Nts., 3/1/28		188,000		190,872	Unsec. Nts., 2/1/24		132,000		138,085
Manulife Financial Corp., 4.061%									720,441
[USISDA05+164.7] Sub. Nts., 2/24/32⁴		191,000		185,951
Marsh & McLennan Cos., Inc., 4.35%					Pharmaceuticals—0.7%
Sr. Unsec. Nts., 1/30/47		113,000		114,919	Bayer US Finance II LLC, 3.875% Sr.
Prudential Financial, Inc.:					Unsec. Nts., 12/15/23³		335,000		337,895
4.35% Sr. Unsec. Nts., 2/25/50		124,000		128,569	Elanco Animal Health, Inc., 4.90% Sr.
5.20% [US0003M+304] Jr. Sub. Nts.,					Unsec. Nts., 8/28/28³		145,000		154,215
3/15/44⁴		246,000		249,026	Mylan NV, 3.15% Sr. Unsec. Nts.,
Swiss Re Finance Luxembourg SA,					6/15/21		319,000		318,426
5.00% [H15T5Y+358.2] Sub. Nts.,					Takeda Pharmaceutical Co. Ltd.:
4/2/49^3,4,9		382,000		386,614	4.00% Sr. Unsec. Nts., 11/26/21³		280,000		287,302
				2,192,871	5.00% Sr. Unsec. Nts., 11/26/28³		160,000		173,762
Real Estate Investment Trusts (REITs)—0.7%									1,271,600
American Tower Corp.:					Industrials—2.3%
3.00% Sr. Unsec. Nts., 6/15/23		274,000		273,353	Aerospace & Defense—0.7%
4.00% Sr. Unsec. Nts., 6/1/25		169,000		174,142	BAE Systems Holdings, Inc., 3.85% Sr.
Crown Castle International Corp.,					Unsec. Nts., 12/15/25³		245,000		247,898
3.65% Sr. Unsec. Nts., 9/1/27		176,000		173,386	Huntington Ingalls Industries, Inc.,
Digital Realty Trust LP, 3.40% Sr. Unsec.					3.483% Sr. Unsec. Nts., 12/1/27		180,000		176,472
Nts., 10/1/20		30,000		30,227	L3 Technologies, Inc., 3.85% Sr. Unsec.
Lamar Media Corp., 5.75% Sr. Unsec.					Nts., 6/15/23		335,000		345,591
Nts., 2/1/26		288,000		302,040	Northrop Grumman Corp., 4.75% Sr.
VEREIT Operating Partnership LP,					Unsec. Nts., 6/1/43		190,000		206,077
4.625% Sr. Unsec. Nts., 11/1/25		300,000		310,755	United Technologies Corp.:
				1,263,903	3.35% Sr. Unsec. Nts., 8/16/21		82,000		83,149
Health Care—2.9%					3.95% Sr. Unsec. Nts., 8/16/25		205,000		213,240
Biotechnology—0.6%									1,272,427
AbbVie, Inc.:					Air Freight & Couriers—0.1%
3.75% Sr. Unsec. Nts., 11/14/23		329,000		338,084	FedEx Corp., 3.40% Sr. Unsec. Nts.,
4.875% Sr. Unsec. Nts., 11/14/48		133,000		131,233	1/14/22		104,000		105,467
Amgen, Inc., 4.563% Sr. Unsec. Nts.,					Building Products—0.3%
6/15/48		87,000		87,573	Allegion US Holding Co., Inc., 3.55%
Biogen, Inc., 5.20% Sr. Unsec. Nts.,					Sec. Nts., 10/1/27		279,000		265,645
9/15/45		97,000		103,062	Fortune Brands Home & Security, Inc.,
Gilead Sciences, Inc., 4.75% Sr. Unsec.					4.00% Sr. Unsec. Nts., 9/21/23		313,000		321,965
Nts., 3/1/46		128,000		134,418					587,610
Shire Acquisitions Investments Ireland
DAC, 2.40% Sr. Unsec. Nts., 9/23/21		342,000		338,254	Electrical Equipment—0.2%
				1,132,624	Sensata Technologies BV:
					5.00% Sr. Unsec. Nts., 10/1/25³		170,000		175,100
Health Care Equipment & Supplies—0.4%					5.625% Sr. Unsec. Nts., 11/1/24³		126,000		134,820
Becton Dickinson & Co., 3.70% Sr.									309,920
Unsec. Nts., 6/6/27		268,000		267,501
Boston Scientific Corp., 4.00% Sr.					Industrial Conglomerates—0.0%
Unsec. Nts., 3/1/28		300,000		308,956	GE Capital International Funding Co.
Hologic, Inc., 4.375% Sr. Unsec. Nts.,					Unlimited Co., 3.373% Sr. Unsec. Nts.,
10/15/25³		310,000		309,938	11/15/25		107,000		103,997
				886,395	Machinery—0.2%
Health Care Providers & Services—0.8%					Fortive Corp., 1.80% Sr. Unsec. Nts.,
Cigna Corp., 4.125% Sr. Unsec. Nts.,					6/15/19		40,000		39,835
11/15/25³		250,000		259,066	Ingersoll-Rand Luxembourg Finance SA,
CVS Health Corp.:					3.80% Sr. Unsec. Nts., 3/21/29		154,000		156,368
2.125% Sr. Unsec. Nts., 6/1/21		356,000		349,886	Nvent Finance Sarl, 4.55% Sr. Unsec.
5.05% Sr. Unsec. Nts., 3/25/48		291,000		293,752	Nts., 4/15/28		176,000		177,172
									373,375

10 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


		Principal					Principal
		Amount		Value			Amount		Value
Professional Services—0.1%					Technology Hardware, Storage & Peripherals (Continued)
IHS Markit Ltd., 4.125% Sr. Unsec. Nts.,					Dell International LLC/EMC Corp.,
8/1/23	$	211,000	$	215,450	5.30% Sr. Sec. Nts., 10/1/29³	$	312,000	$	314,636
Road & Rail—0.3%					Hewlett Packard Enterprise Co., 3.60%
Penske Truck Leasing Co. LP/PTL					Sr. Unsec. Nts., 10/15/20		342,000		345,310
Finance Corp., 3.40% Sr. Unsec. Nts.,									862,957
11/15/26³		269,000		257,877	Materials—1.6%
Ryder System, Inc.:					Chemicals—0.7%
3.50% Sr. Unsec. Nts., 6/1/21		79,000		80,001	Dow Chemical Co. (The), 4.55% Sr.
3.75% Sr. Unsec. Nts., 6/9/23		335,000		343,331	Unsec. Nts., 11/30/25³		207,000		218,765
				681,209	DowDuPont, Inc., 5.419% Sr. Unsec.
Trading Companies & Distributors—0.4%					Nts., 11/15/48		125,000		142,133
Air Lease Corp.:					Eastman Chemical Co., 3.50% Sr.
3.25% Sr. Unsec. Nts., 3/1/25		108,000		104,010	Unsec. Nts., 12/1/21		130,000		132,042
3.625% Sr. Unsec. Nts., 4/1/27		112,000		105,584	Nutrien Ltd.:
GATX Corp., 3.50% Sr. Unsec. Nts.,					4.875% Sr. Unsec. Nts., 3/30/20		40,000		40,800
3/15/28		197,000		188,088	5.00% Sr. Unsec. Nts., 4/1/49⁹		85,000		88,982
Mitsubishi UFJ Financial Group, Inc.,					PolyOne Corp., 5.25% Sr. Unsec. Nts.,
3.741% Sr. Unsec. Nts., 3/7/29		194,000		199,436	3/15/23		308,000		319,550
United Rentals North America, Inc.,					RPM International, Inc., 3.45% Sr.
4.625% Sr. Unsec. Nts., 10/15/25		178,000		176,220	Unsec. Unsub. Nts., 11/15/22		329,000		329,462
				773,338	Yara International ASA, 4.75% Sr.
					Unsec. Nts., 6/1/28³		165,000		172,473
Information Technology—2.5%									1,444,207
Communications Equipment—0.2%
Motorola Solutions, Inc., 4.60% Sr.					Construction Materials—0.2%
Unsec. Nts., 2/23/28		256,000		258,555	James Hardie International Finance
					DAC, 4.75% Sr. Unsec. Nts., 1/15/25³		191,000		189,090
Electronic Equipment, Instruments, & Components—0.3%					Martin Marietta Materials, Inc., 3.50%
Arrow Electronics, Inc., 3.875% Sr.					Sr. Unsec. Nts., 12/15/27		171,000		165,083
Unsec. Nts., 1/12/28		248,000		239,199					354,173
CDW LLC/CDW Finance Corp., 5.50%
Sr. Unsec. Nts., 12/1/24		58,000		61,262	Containers & Packaging—0.2%
Tech Data Corp., 4.95% Sr. Unsec. Nts.,					Packaging Corp. of America, 3.65% Sr.
2/15/27		271,000		274,605	Unsec. Nts., 9/15/24		113,000		113,748
				575,066	Silgan Holdings, Inc., 4.75% Sr. Unsec.
					Nts., 3/15/25		290,000		286,012
IT Services—0.5%									399,760
DXC Technology Co.:
2.875% Sr. Unsec. Nts., 3/27/20		261,000		260,916	Metals & Mining—0.4%
					Anglo American Capital plc, 3.625% Sr.
4.75% Sr. Unsec. Nts., 4/15/27		246,000		250,287	Unsec. Nts., 9/11/24³		86,000		85,319
Fidelity National Information Services,					ArcelorMittal, 6.125% Sr. Unsec. Nts.,
Inc., 4.25% Sr. Unsec. Nts., 5/15/28		163,000		167,896	6/1/25		280,000		310,805
VeriSign, Inc.:					Steel Dynamics, Inc., 4.125% Sr. Unsec.
4.75% Sr. Unsec. Nts., 7/15/27		189,000		189,732	Nts., 9/15/25		316,000		310,470
5.25% Sr. Unsec. Nts., 4/1/25		105,000		110,381					706,594
				979,212
					Paper & Forest Products—0.1%
Semiconductors & Semiconductor Equipment—0.8%					Louisiana-Pacific Corp., 4.875% Sr.
Broadcom, Inc.:					Unsec. Nts., 9/15/24		199,000		199,000
3.125% Sr. Unsec. Nts., 4/15/21^3,9		446,000		445,474
4.25% Sr. Unsec. Nts., 4/15/26^3,9		365,000		362,303	Telecommunication Services—1.3%
4.75% Sr. Unsec. Nts., 4/15/29^3,9		142,000		141,326	Diversified Telecommunication Services—1.1%
Microchip Technology, Inc., 3.922% Sr.					AT&T, Inc.:
Sec. Nts., 6/1/21³		335,000		338,127	4.30% Sr. Unsec. Nts., 2/15/30		331,000		335,569
NXP BV/NXP Funding LLC, 4.125% Sr.					4.35% Sr. Unsec. Nts., 6/15/45		48,000		44,198
Unsec. Nts., 6/1/21³		304,000		310,462	4.50% Sr. Unsec. Nts., 3/9/48		142,000		133,954
				1,597,692	British Telecommunications plc:
					4.50% Sr. Unsec. Nts., 12/4/23		202,000		211,467
Software—0.2%					9.625% Sr. Unsec. Nts., 12/15/30		272,000		389,397
Autodesk, Inc., 4.375% Sr. Unsec. Nts.,					Deutsche Telekom International Finance
6/15/25		104,000		107,564	BV, 4.375% Sr. Unsec. Nts., 6/21/28³		146,000		152,075
Open Text Corp., 5.625% Sr. Unsec.					Telefonica Emisiones SA:
Nts., 1/15/23³		155,000		159,650
VMware, Inc., 3.90% Sr. Unsec. Nts.,					4.103% Sr. Unsec. Nts., 3/8/27		85,000		86,211
8/21/27		170,000		163,710	5.213% Sr. Unsec. Nts., 3/8/47		123,000		125,119
				430,924	T-Mobile USA, Inc., 6.50% Sr. Unsec.
					Nts., 1/15/26		280,000		299,600
Technology Hardware, Storage & Peripherals—0.5%					Verizon Communications, Inc.:
Apple, Inc., 4.375% Sr. Unsec. Nts.,					4.125% Sr. Unsec. Nts., 8/15/46		140,000		136,135
5/13/45		186,000		203,011

11 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


STATEMENT OF INVESTMENTS Unaudited / Continued

		Principal							Principal
		Amount		Value					Amount		Value
Diversified Telecommunication Services (Continued)						Electric Utilities (Continued)
Verizon Communications, Inc.: (Continued)						Mid-Atlantic Interstate Transmission
4.522% Sr. Unsec. Nts., 9/15/48	$	173,000	$	178,058		LLC, 4.10% Sr. Unsec. Nts., 5/15/28³		$	171,000	$	175,703
				2,091,783		NextEra Energy Operating Partners LP,
Wireless Telecommunication Services—0.2%						4.25% Sr. Unsec. Nts., 9/15/24³			314,000		312,823
						PPL WEM Ltd./Western Power
Vodafone Group plc:						Distribution Ltd., 5.375% Sr. Unsec.
3.75% Sr. Unsec. Nts., 1/16/24		332,000		335,155		Unsub. Nts., 5/1/21³			317,000		327,414
7.00% [USSW5+487.3] Sub. Nts.,						TECO Finance, Inc., 5.15% Sr. Unsec.
4/4/79^4,9		120,000		122,094		Nts., 3/15/20			161,000		164,338
				457,249							2,394,314
Utilities—1.6%					Multi	-Utilities—0.4%
Electric Utilities—1.2%						CenterPoint Energy, Inc.:
AEP Texas, Inc., 3.95% Sr. Unsec. Nts.,						3.60% Sr. Unsec. Nts., 11/1/21			203,000		206,136
6/1/28³		172,000		179,522		4.25% Sr. Unsec. Nts., 11/1/28			147,000		152,533
Duke Energy Corp., 3.75% Sr. Unsec.						Dominion Energy, Inc.:
Nts., 9/1/46		69,000		64,773
Edison International:						2.579% Jr. Sub. Nts., 7/1/20			285,000		283,510
2.125% Sr. Unsec. Nts., 4/15/20		131,000		130,029		4.60% Sr. Unsec. Nts., 3/15/49			77,000		80,300
2.95% Sr. Unsec. Nts., 3/15/23		207,000		192,396							722,479
						Total Non-Convertible Corporate Bonds and
EDP Finance BV, 3.625% Sr. Unsec.					Notes	(Cost $60,881,278)					61,726,896
Nts., 7/15/24³		231,000		229,697
Emera US Finance LP, 2.70% Sr. Unsec.									Shares
Nts., 6/15/21		179,000		177,476		Investment Company—2.8%
Exelon Corp.:						Oppenheimer Institutional Government
2.45% Sr. Unsec. Nts., 4/15/21		165,000		163,175		Money Market Fund, Cl. E, 2.42%14,15 (Cost
4.45% Sr. Unsec. Nts., 4/15/46		87,000		89,956	$	5,367,607	)		5,367,607		5,367,607
FirstEnergy Corp., 3.90% Sr. Unsec.						Total Investments, at Value (Cost
Nts., 7/15/27		184,000		187,012	$	197,153,132	)		107.7	%	206,943,122
						Net Other Assets (Liabilities)			(7.7	)	(14,776,573	)
						Net Assets			100.0	% $	192,166,549

Footnotes to Statement of Investments

1. Non-income producing security.

2. Security is a Master Limited Partnership.

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 $31,571,300 or 16.43% of the Fund's net assets at period end.

4. Represents the current interest rate for a variable or increasing rate security, which may be fixed for a predetermined period. The interest rate is, or will be as of an established date, determined as [Referenced Rate + Basis-point spread].

5. Restricted security. The aggregate value of restricted securities at period end was $339,165, which represents 0.18% of the Fund's net assets. See Note 4 of the accompanying Notes.

Information concerning restricted securities is as follows:


							Unrealized
	Acquisition						Appreciation/
Security	Dates		Cost		Value		(Depreciation)
GLS Auto Receivables Trust, Series 2018-1A, Cl. A,
2.82%, 7/15/22	1/30/18	$	206,527	$	206,243	$	(284	)
Marathon Petroleum Corp., 3.80% Sr. Unsec. Nts.,
4/1/28	7/25/18		127,881		132,922		5,041
	$		334,408	$	339,165	$	4,757

6. Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $2,238,959 or 1.17% of the

Fund’s net assets at period end.

7. Interest rate is less than 0.0005%.

8. Principal-Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans. The value of these securities generally increases as interest rates decline and prepayment rates rise. The price of these securities is typically more volatile than that of coupon-bearing bonds of the same maturity. Interest rates disclosed represent current yields based upon the current cost basis and estimated timing of future cash flows. These securities amount to $35,223 or 0.02% of the Fund's net assets at period end.

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

10. This interest rate resets periodically. Interest rate shown reflects the rate in effect at period end. The rate on this variable rate security is not based on a published reference rate and spread but is determined by the issuer or agent based on current market conditions.

11. 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 $141,776. See Note 6 of the accompanying Notes.

12. This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest.

13. Represents securities sold under Regulation S, which are exempt from registration under the Securities Act of 1933, as amended. These securities may not be offered or sold in the United States without and exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. These securities amount to $332,174 or 0.17% of the Fund's net assets at period end.

14. Rate shown is the 7-day yield at period end.

12 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA

Footnotes to Statement of Investments (Continued)

15. 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

Shares

December 31, 2018

Additions

Reductions

March 31, 2019

Investment Company

Oppenheimer Institutional Government Money Market Fund, Cl. E

5,367,607

—

5,367,607

Realized

Change in Unrealized

Value

Income

Gain (Loss)

Investment Company

Oppenheimer Institutional Government Money Market Fund, Cl. E

5,367,607

31,465

—

Futures Contracts as of March 31, 2019

Notional

Unrealized

Number of

Amount

Appreciation/

Description

Buy/Sell Expiration Date

Contracts

(000

's)

Value

(Depreciation)

United States Treasury Long Bonds

Buy

6/19/19

USD

4,098

4,190,375

92,847

United States Treasury Nts., 10 yr.

Buy

6/19/19

USD

3,341

3,353,906

13,192

United States Treasury Nts., 2 yr.

Sell

6/28/19

3,834

3,835,687

(1,879

)

United States Treasury Nts., 5 yr.

Sell

6/28/19

3,681

3,706,500

(25,106

)

United States Ultra Bonds

Buy

6/19/19

USD

10,037

10,416,000

378,773

457,827

Over-the-Counter Total Return Swaps at March 31, 2019

Notional

Unrealized

Pay/Receive Total

Amount

Appreciation/

Reference Asset

Counterparty

Return*

Floating Rate

Maturity Date

(000

's)

Value

(Depreciation)

iBoxx USD Liquid IG Series 1

Version 1

GSCO-OT

Pay

USD-LIBOR-BBA

9/26/19

USD

5,237

(113,456

) $

(113,456

)

* 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.


Glossary:
Counterparty Abbreviations
GSCO-OT		Goldman Sachs Bank USA
Definitions
BBA		British Bankers' Association
H15	T5Y	US Treasury Yield Curve Rate T Note Constant Maturity 5 Year
H15	T1Y	US Treasury Yield Curve Rate T Note Constant Maturity 1 Year
ICE LIBOR		Intercontinental Exchange London Interbank Offered Rate
LIBOR		London Interbank Offered Rate
LIBOR01M		ICE LIBOR USD 1 Month
US0001	M	ICE LIBOR USD 1 Month
US0003	M	ICE LIBOR USD 3 Month
USISDA05		USD ICE Swap Rate 11:00am NY 5 Year
USSW5		USD Swap Semi 30/360 5 Year

13 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA

NOTES TO STATEMENT OF INVESTMENTS March 31, 2019 Unaudited

1. Organization

Oppenheimer Conservative Balanced 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.

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. Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, short-term notes, 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. Pricing services generally price debt securities assuming orderly transactions of an institutional “round lot” size, but some trades may occur in smaller, “odd lot” sizes, sometimes at lower prices than institutional round lot trades. Standard inputs generally considered by third-party pricing vendors include reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, as well as other appropriate factors.

Structured securities, swaps, swaptions, and other over-the-counter derivatives are valued utilizing evaluated prices obtained from third party pricing services or broker-dealers. Standard inputs generally considered by third-party pricing vendors include market information relevant to the underlying reference asset such as the price of financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures, and forward currency rates, or the occurrence of other specific events.

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.

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

14 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA

3. Securities Valuation (Continued) 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).

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	$	10,701,095	$		—	$		—	$	10,701,095
Consumer Staples		3,316,344			—			—		3,316,344
Energy		3,677,550			—			—		3,677,550
Financials		11,943,416			—			—		11,943,416
Health Care		8,856,689			—			—		8,856,689
Industrials		6,915,117			—			—		6,915,117
Information Technology		14,473,827			—			—		14,473,827
Materials		936,336			—			—		936,336
Telecommunication Services		2,227,243			—			—		2,227,243
Utilities		1,491,806			603,255			—		2,095,061
Asset-Backed Securities		—			17,720,728			—		17,720,728
Mortgage-Backed Obligations		—			56,434,085			—		56,434,085
U.S. Government Obligation		—			551,128			—		551,128
Non-Convertible Corporate Bonds and Notes		—			61,726,896			—		61,726,896
Investment Company		5,367,607			—			—		5,367,607
Total Investments, at Value		69,907,030			137,036,092			—		206,943,122
Other Financial Instruments:
Futures contracts		484,812			—			—		484,812
Total Assets	$	70,391,842	$		137,036,092	$		—	$	207,427,934

Liabilities Table
Other Financial Instruments:
Futures contracts	$	(26,985		) $	—	$		—	$	(26,985	)
Swaps, at value		—			(113,456		)	—		(113,456	)
Total Liabilities	$	(26,985		) $	(113,456		) $	—	$	(140,441	)

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 or an affiliate of the Manager (“Affiliated Funds”). Affiliated Funds are management investment companies registered under the 1940 Act, as amended. Unless otherwise stated, the Manager is the investment adviser of, and the Sub-Adviser provides investment and related advisory services to, the Affiliated Funds. When

15 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

4. Investments and Risks (Continued) 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.

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.

At period end, 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:

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.

At period end, the Fund did not have any forward roll securities.

Restricted Securities. At period end, 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.

16	OPPENHEIMER CONSERVATIVE BALANCED FUND/VA


		When-Issued or
		Delayed Delivery
		Basis Transactions
Purchased securities	$	47,126,552
Sold securities		13,195,695

4. Investments and Risks (Continued)

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 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. Use of Derivatives

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.

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 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

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

6. Use of Derivatives (Continued) 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 in the annual and semiannual reports. The net change in unrealized appreciation and depreciation is reported in the Statement of Operations in the annual and semiannual reports. Realized gains (losses) are reported in the Statement of Operations in the annual and semiannual reports at the closing or expiration of futures contracts.

The Fund may purchase and/or sell financial futures contracts and options on futures contracts to gain exposure to, or decrease exposure to interest rate risk, equity risk, foreign exchange rate risk, volatility risk, or commodity risk.

During the reporting period, the Fund had an ending monthly average market value of $12,604,266 and $20,110,314 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.

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 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 Statement of Assets and Liabilities in the annual and semi annual reports. 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 Statement of Operations in the annual and semiannual reports. The Fund also records any periodic payments received from (paid to) the counterparty, including at termination, under such contracts as realized gain (loss) on the Statement of Operations in the annual and semiannual reports.

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.

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

For the reporting period, the Fund had ending monthly average notional amounts of $0 and $1,309,228 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.

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

18 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA

6. Use of Derivatives (Continued) 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 in the annual and semiannual reports. 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 Statement of Assets and Liabilities in the annual and semiannual reports 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.

7. 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.

19 OPPENHEIMER CONSERVATIVE BALANCED FUND/VA