Panorama Series Fund, Inc.

497 1 allprospectuses.htm BODY OF 497 FILING Panorama Series Fund, Inc.

Government Securities Portfolio
A Series of Panorama Series Fund, Inc.

Prospectus dated April 29, 2005

Government Securities
Portfolio is a mutual fund that
seeks high current income with a
high degree of safety of principal.
The Portfolio invests primarily in
debt instruments issued or
guaranteed by the U.S. government or
its agencies and instrumentalities,
including mortgage-backed securities.

Shares of the Portfolio are
sold only as an underlying
investment for variable life
insurance policies, variable annuity
contracts and other insurance
company separate accounts. A
prospectus for the insurance product
As with all mutual funds, the you have selected accompanies this
Securities and Exchange Commission Prospectus and explains how to
has not approved or disapproved the select shares of the Portfolio as an
Portfolio's securities nor has it investment under that insurance
determined that this Prospectus is product.
accurate or complete. It is a
criminal offense to represent This Prospectus contains
otherwise. important information about the
Portfolio's objective, its
investment policies, strategies and
risks. Please read this Prospectus
(and your insurance product
prospectus) carefully before you
invest and keep them for future
reference about your investment.

Contents

About the Portfolio
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The Portfolio's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Portfolio

The Portfolio's Past Performance

Fees and Expenses of the Portfolio

About the Portfolio's Investments

How the Portfolio is Managed

Investing in the Portfolio
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How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Portfolio

The Portfolio's Investment Objective and Principal Investment Strategies

What Is the Portfolio's Investment Objective? The Portfolio seeks a high
level of current income with a high degree of safety of principal, by
investing primarily (at least 80% of its net assets, plus borrowings for
investment purposes, under normal market conditions) in U.S. government
securities and U.S. government-related securities.

What Does the Portfolio Mainly Invest In? U.S. government securities include
debt securities that are issued or guaranteed by the United States Treasury,
such as Treasury bills, bonds or notes, and securities issued or guaranteed
by agencies or federally-chartered corporate entities that are referred to as
"instrumentalities" of the U.S. government.

"U.S. government-related securities" are debt obligations that are
fully collateralized or secured by U.S. government securities. That means
the U.S. government securities are held to back the payments of interest and
repayments of principal. The Portfolio invests significant amounts of its
assets in U.S. government-related mortgage-backed securities, such as
collateralized mortgage obligations (called "CMO's") and mortgage
participation certificates. Some of the U.S. government securities the
Portfolio buys are backed by the full faith and credit of the U.S. government
as to payment of interest and repayment of principal. Others are backed by
the right of the issuer to borrow from the U.S. Treasury. Others are backed
only by the credit of the instrumentality. All of these different types of
securities described in this paragraph have some degree of credit support
from the U.S. government and are generally referred to as "U.S. government
securities" in this Prospectus.

The Portfolio can also invest up to 20% of its net assets (plus
borrowings for investment purposes) in investment-grade debt obligations
issued by private issuers, which do not have any credit support from the U.
S. government.

The securities the Portfolio buys may pay interest at fixed or floating
rates, or may be "stripped" securities. They may have short, medium or
long-term maturities. The Portfolio can use hedging instruments and other
derivative investments to try to enhance income and to manage investment
risks. These investments are more fully explained in "About the Portfolio's
Investments," below.

|X| How Do the Portfolio Managers Decide What Securities to Buy or
Sell? In selecting securities for purchase or sale by the Portfolio, the
portfolio managers research the universe of U.S. government securities and
private-issuer mortgage-related securities and weigh yields and relative
values against investment risks. While this process and the
inter-relationship of the factors used may change over time and may vary in
particular cases, in general, they look for:
|_| Sectors of the U.S. government debt market that they believe offer high
relative value,
|_| Securities that have high income potential to help cushion the
Portfolio's share price against volatility, and
|_| Different types of U.S. government and private-issuer securities.

Who Is the Portfolio Designed For? The Portfolio's shares are available only
as an investment option under certain variable annuity contracts, variable
life insurance policies and investment plans offered through insurance
company separate accounts of participating insurance companies, for investors
seeking current income from a Portfolio that also has the goal of preserving
capital and invests mainly in U.S. government securities. However, the
Portfolio's share price and income levels will fluctuate. The Portfolio's
share price and distributions are not backed or guaranteed by the U.S.
government. The Portfolio is intended to be a long-term investment, not a
short-term trading vehicle. The Portfolio is not a complete investment
program.

Main Risks of Investing in the Portfolio

All investments carry risks to some degree. The Portfolio's
investments are subject to changes in their value from a number of factors
described below. There is also the risk that poor security selection by the
Portfolio's investment Manager, OppenheimerFunds, Inc., will cause the
Portfolio to underperform other funds having similar objectives.

|X| Interest Rate Risks. Debt securities, including U.S. government
securities prior to their maturity, are subject to changes in value when
prevailing interest rates change. When interest rates fall, the values of
outstanding debt securities generally rise, and the securities may sell for
more than their face amount. When interest rates rise, the values of
outstanding debt securities generally fall, and the securities may sell at a
discount from their face amount. The magnitude of these price changes is
generally greater for longer-term debt securities than for short-term debt
securities. However, interest rate changes may have different effects on the
values of mortgage-related securities because of prepayment risks, discussed
below.

At times, the Portfolio may buy longer-term debt securities to seek
higher income. When the average maturity of the Portfolio is longer, its
share price may fluctuate more when interest rates change. The Portfolio can
buy zero-coupon or "stripped" securities, which are particularly sensitive to
interest rate changes and the rate of principal payments (and prepayments),
and have prices that may go up or down more than other types of debt
securities in response to those changes. The Portfolio's share prices can go
up or down when interest rates change because of the effect of interest rate
changes on the value of the Portfolio's investments in debt securities.

|X| Prepayment Risk. Prepayment risk occurs when the mortgages
underlying a mortgage-related security are prepaid at a rate faster than
anticipated (usually when interest rates fall) and the issuer of the security
can prepay the principal prior to the security's maturity. Mortgage-related
securities that are subject to prepayment risk, including the
mortgage-related securities that the Portfolio buys, generally offer less
potential for gains when prevailing interest rates decline, and have greater
potential for loss when interest rates rise.

The impact of prepayments on the price of a security may be difficult
to predict and may increase the volatility of the price. Additionally, the
Portfolio can buy mortgage-related securities at a premium. Accelerated
prepayments on those securities could cause the Portfolio to lose a portion
of its principal investment represented by the premium the Portfolio paid.

If interest rates rise rapidly, prepayments may occur at slower rates
than expected, which could have the effect of lengthening the expected
maturity of a short or medium-term security. That could cause its value to
fluctuate more widely in response to changes in interest rates. In turn,
this could cause the value of the Portfolio's shares to fluctuate more.
|X| Credit Risk. Debt securities are subject to credit risk. Credit
risk relates to the ability of the issuer of a security to make interest and
principal payments on the security as they become due. While securities
directly issued by the U.S. Treasury and certain agencies that are backed by
the full faith and credit of the U.S. government have little credit risk and
securities issued by other agencies or instrumentalities of the U.S.
government generally have low credit risks, securities issued by private
issuers may have greater credit risks. If the issuer fails to pay interest,
the Portfolio's income might be reduced and if the issuer fails to repay
principal, the value of that security and of the Portfolio's shares might be
reduced. A downgrade in an issuer's credit rating or other adverse news about
an issuer can reduce the value of the issuer's securities.

|X| Special Risks of Derivative Investments. The Portfolio can use
derivatives to seek increased income or to try to hedge investment risks and
preserve capital. In general terms, a derivative investment is an investment
contract whose value depends on (or is derived from) the value of an
underlying asset, interest rate or index. Options, futures, stripped
securities, collateralized mortgage obligations, and structured notes are
examples of derivatives the Portfolio can use.

If the issuer of the derivative does not pay the amount due, the
Portfolio can lose money on the investment. Also, the underlying security or
investment on which the derivative is based, and the derivative itself, may
not perform the way the Manager expects it to perform. If that happens, the
Portfolio's share price could decline or the Portfolio could get less income
than expected. The Portfolio has limits on the amount of particular types of
derivatives it can hold. However, using derivatives can cause the Portfolio
to lose money on its investments and/or increase the volatility of its share
prices.

How Risky is the Portfolio Overall? The risks described above
collectively form the risk profile of the Portfolio, and can affect the value
of the Portfolio's investments, its investment performance and its price per
share. These risks mean that you can lose money by investing in the
Portfolio. When you redeem your shares, they may be worth more or less than
what you paid for them.

Changes in the overall market prices of securities and their yield can
occur at any time. The share price and yield of the Portfolio will change
daily based on changes in market prices of securities and market conditions,
and in response to other economic events. There is no assurance that the
Portfolio will achieve its investment objective. Although U.S. government
securities that are backed by the full faith and credit of the U.S.
government have little credit risk, prior to their maturity, their values are
subject to interest rate risks. Collateralized mortgage obligations and
other mortgage-related securities are subject to a number of risks,
especially prepayment risks, that can reduce their values. These risks can
cause the Portfolio's share price to fluctuate and can affect its yield. The
Portfolio is generally less aggressive than other types of fixed-income
funds, particularly those that invest in lower-grade securities. It has more
risks than a money market fund or a portfolio that invests only in U.S.
Treasury securities.

An investment in the Portfolio is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.

The Portfolio's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Portfolio, by showing changes in the performance of the Portfolio's
shares from year to year for the last 10 calendar years and by showing how
the average annual total returns of the Portfolio's shares for 1, 5 and 10
years compare to a broad-based market index. The Portfolio's past investment
performance is not necessarily an indication of how the Portfolio will
perform in the future.

Annual Total Returns (as of December 31 each year)
[See appendix to prospectus for data in bar chart showing annual total
returns]

Charges imposed by the separate accounts that invest in the Portfolio are not
included in the calculations of return in this bar chart, and if those
charges were included, the returns would be less than those shown.

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 6.42% (3QTR02) and the lowest return (not
annualized) for a calendar quarter was -2.80% (1QTR96).

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Average Annual Total Returns
for the periods ended --------------
December 31, 2004 1 Year 5 Years 10 Years
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Government Securities 4.17% 7.22% 7.10%
Portfolio (inception 5/13/92)
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Merrill Lynch Master 3.42% 7.39% 7.42%1
Government Index (reflects no
deductions for fees, expenses
or taxes)
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1. From 12/31/94.
The Portfolio's average annual total returns measure the performance of a
hypothetical account without deducting charges imposed by the separate
accounts that invest in the Portfolio and assume that all dividends and
capital gains distributions have been reinvested in additional shares.
Because the Portfolio invests primarily in U.S. government securities, the
performance of the Portfolio's shares is compared to the Merrill Lynch Master
Government Index, an unmanaged composite index of both the Treasury and
Agency Master Indices. The index performance includes reinvestment of income
but does not reflect transaction costs, fees, expenses or taxes. The
Portfolio may have investments that vary from the index.

The Portfolio's total returns should not be expected to be the same as the
returns of other Oppenheimer funds, even if funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Portfolio

The following table is provided to help you understand the fees and expenses
you may pay if you buy and hold shares of the Portfolio. The Portfolio pays a
variety of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted
from the Portfolio's assets to calculate the Portfolio's net asset values per
share. All shareholders therefore pay those expenses indirectly. The numbers
below are based on the Portfolio's expenses during its fiscal year ended
December 31, 2004.

Shareholder Fees. The Portfolio does not charge any initial sales charge to
buy shares or to reinvest dividends. There are no exchange fees or
redemption fees and no contingent deferred sales charges. Please refer to the
accompanying prospectus of the participating insurance company for
information on initial or contingent deferred sales charges, exchange fees or
redemption fees for that variable life insurance policy, variable annuity or
other investment product. Those charges and fees are not reflected in the
table below.

Annual Fund Operating Expenses (deducted from Portfolio assets):
(% of average daily net assets)

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Management Fees 0.525%
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Distribution and Service (12b-1) Fees N/A
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Other Expenses 0.325%
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Total Annual Operating Expenses 0.85%
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Expenses may vary in future years. "Other Expenses" include transfer
agent fees, custodial fees, and accounting and legal expenses the
Portfolio pays. The Portfolio's transfer agent has voluntarily agreed
to limit transfer and shareholder servicing agent fees to 0.35% per
fiscal year. That undertaking may be amended or withdrawn at any time.
For the Portfolio's fiscal year ended December 31, 2004, the transfer
agent fees did not exceed the expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Portfolio with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and reinvest your dividends and distributions.

The example assumes that you redeem all of your shares at the end of those
periods. It also assumes that your investment has a 5% return each year and
that the operating expenses remain the same. Your actual costs may be higher
or lower because expenses will vary over time. Based on these assumptions
your expenses would be as follows:

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If shares are 1 Year 3 Years 5 Years 10 Years
redeemed:
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$87 $272 $473 $1,053
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About the Portfolio's Investments

The Portfolio's Principal Investment Policies and Risks. The allocation of
the Portfolio's investment holdings among different investments will vary
over time based upon the Manager's evaluation of economic and market trends.
The Portfolio might not always hold all of the different types of investments
described in this Prospectus.

The Manager tries to reduce risks by carefully researching securities
before they are purchased, and in some cases by using hedging techniques.
The Portfolio attempts to reduce its exposure to market risks by not
investing too great a percentage of the Portfolio's assets in any one type or
issue of debt security (other than direct Treasury obligations, which have
little credit risk).
o Under normal market conditions, the Portfolio invests at least 80%
of its net assets (plus borrowings for investment purposes) in U.S.
government securities and U.S. government-related securities.
o U.S. government securities the Portfolio buys are issued or
guaranteed by the U.S. government or its agencies or instrumentalities.
o The Portfolio can also invest up to 20% of its net assets in
investment grade debt obligations of private issuers.

The Statement of Additional Information contains more detailed
information about the Portfolio's investment policies and risks.

U.S. Government Securities. The Portfolio can invest in a variety of long,
medium and short-term securities issued or guaranteed by the U.S. Treasury or
U.S. government agencies or instrumentalities:

|X| U.S. Treasury Obligations. These include Treasury bills (having
maturities of one year or less when issued), Treasury notes (having
maturities of from more than one year to ten years when issued), and Treasury
bonds (having maturities of more than ten years when issued). Treasury
securities are backed by the full faith and credit of the United States as to
timely payments of interest and repayments of principal. The Portfolio can
buy U. S. Treasury securities that have been "stripped" of their interest
coupons by a Federal Reserve Bank, zero-coupon U.S. Treasury securities
described below, and Treasury Inflation-Protection Securities ("TIPS").
Although not rated, Treasury obligations have little credit risk.

|X| Obligations of U.S. Government Agencies or Instrumentalities. These
include direct obligations, such as notes, and mortgage-related securities
that have different levels of credit support from the U.S. government. Some
are supported by the full faith and credit of the U.S. government, such as
Government National Mortgage Association (called "Ginnie Mae") pass-through
mortgage certificates. Some are supported by the right of the issuer to
borrow from the U.S. Treasury under certain circumstances, such as Federal
National Mortgage Association ("Fannie Mae") obligations, Federal Home Loan
Mortgage Corporation ("Freddie Mac") obligations and Federal Home Loan Bank
Obligations.

|_| Mortgage-Related U.S. Government Securities. These include
interests in pools of residential or commercial mortgages, in the form of
collateralized mortgage obligations ("CMOs") and other "pass-through"
mortgage securities. CMOs that are U.S. government securities have collateral
to secure payment of interest and principal. They may be issued in different
series with different interest rates and maturities. The collateral is
either in the form of mortgage pass-through certificates issued or guaranteed
by a U.S. agency or instrumentality or mortgage loans insured by a U.S.
government agency. The Portfolio can have significant amounts of its assets
invested in mortgage-related U.S. government securities.

The prices and yields of CMOs are determined, in part, by assumptions
about the cash flows from the rate of payments of the underlying mortgages.
Changes in interest rates may cause the rate of expected prepayments of those
mortgages to change. In general, prepayments increase when general interest
rates fall and decrease when interest rates rise.

If prepayments of mortgages underlying a CMO occur faster than expected
when interest rates fall, the market value and yield of the CMO could be
reduced and the Portfolio might have to reinvest the prepayment proceeds at
lower interest rates, which could reduce its yield. When interest rates rise
rapidly, if prepayments occur more slowly than expected, a short- or
medium-term CMO can in effect become a long-term security, subject to greater
fluctuations in value. These prepayment risks can make the prices of CMOs
very volatile when interest rates change. The prices of longer-term debt
securities tend to fluctuate more than those of shorter-term debt
securities. That volatility will affect the Portfolio's share prices.

|X| Special Portfolio Diversification Requirements. To enable a
variable annuity or variable life insurance contract based on an insurance
company separate account to qualify for favorable tax treatment under the
Internal Revenue Code, the underlying investments must follow special
diversification requirements that limit the percentage of assets that can be
invested in securities of particular issuers. The Portfolio's investment
program is managed to meet those requirements, in addition to other
diversification requirements under the Internal Revenue Code and the
Investment Company Act of 1940 (the "Investment Company Act") that apply to
publicly-sold mutual funds.

Failure by the Portfolio to meet those special requirements could cause
earnings on a contract owner's interest in an insurance company separate
account to be taxable income. Those diversification requirements might also
limit, to some degree, the Portfolio's investment decisions in a way that
could reduce its performance.

|X| Can the Portfolio's Investment Objective and Policies Change? The
Board of Directors can change non-fundamental investment policies without
shareholder approval, although significant changes will be described in
amendments to this Prospectus. The Portfolio's non-fundamental policy of
investing at least 80% of its net assets in U.S. government and U.S.
government related securities will not be changed without first giving
shareholders 60 days' advance written notice. Fundamental policies are those
that cannot be changed without the approval of a majority of the Portfolio's
outstanding voting shares. The Portfolio's investment objective is not a
fundamental policy, but will not be changed by the Board of Directors without
advance notice to shareholders. Investment restrictions that are fundamental
policies are listed in the Statement of Additional Information. An
investment policy is not fundamental unless this Prospectus or the Statement
of Additional Information says that it is.

Other Investment Strategies. To seek its objective, the Portfolio can also
use the investment techniques and strategies described below. The Portfolio
might not always use all of them. These techniques involve certain risks,
although some are designed to help reduce overall investment or market risks.

|X| Loans of Portfolio Securities. The Portfolio has entered into a
Securities Lending Agreement with JP Morgan Chase. Under that agreement,
securities of the Portfolio may be loaned to brokers, dealers and other
financial institutions. The Securities Lending Agreement provides that
loans must be adequately collateralized and may be made only in conformity
with the Portfolio's Securities Lending Guidelines, adopted by the Board
of Directors. The value of the securities loaned may not exceed 25% of
the value of the Portfolio's net assets.

|X| Private-Issuer Debt Securities. The Portfolio can invest up to 20%
of its assets in debt securities issued by private issuers under normal
market conditions. These debt obligations must be "investment-grade", which
means that if they are rated, they must be rated within the four highest
rating categories of Moody's Investors Service, Inc. or Standard & Poor's
Rating Service or that have a comparable rating by another rating
organization. If they are unrated, the Portfolio can buy them only if they
are assigned a rating comparable to investment-grade by the Manager.

A reduction in the rating of a security after its purchase by the
Portfolio will not automatically require the Portfolio to dispose of that
security. However, the Manager will evaluate those securities to determine
whether to keep them in the Portfolio.

|_| Private-Issuer Mortgage-Backed Securities. The Portfolio can
invest in mortgage-backed securities issued by private issuers, which do not
offer the credit backing of U.S. government securities. Private issuer
securities are subject to the credit risks of the issuers as well as the
interest rate risks and prepayment risks of CMO's, discussed above, although
in some cases they may be supported by insurance or guarantees. Primarily,
these include multi-class debt or pass-through certificates secured by
mortgage loans. They may be issued by banks, savings and loans, mortgage
bankers and other non-governmental issuers. The Portfolio's investments in
privately-issued mortgage-related securities are limited to those rated in
the two highest rating categories of a national rating organization (or
unrated securities having a comparable rating assigned by the Manager).

|_| Asset-Backed Securities. The Portfolio can buy asset-backed
securities which are fractional interests in pools of loans collateralized by
loans or other assets or receivables. They are issued by trusts and special
purpose corporations that pass the income from the underlying pool to the
buyer of the interest. These securities are subject to prepayment risks, and
the risks of default by the issuer as well as by the borrowers of the
underlying loans in the pool.

|X| Zero-Coupon and "Stripped" Securities. Some of the U.S.
government and corporate debt securities the Portfolio can buy are
zero-coupon bonds that pay no interest. They are issued at a substantial
discount from their face value. "Stripped" securities are the separate
income or principal components of a debt security. Some CMO's or other
mortgage-related securities may be stripped, with each component having a
different proportion of principal or interest payments. One class might
receive all the interest and the other all the principal payments.

Zero-coupon and stripped securities are subject to greater fluctuations
in price from interest rate changes than conventional interest-bearing
securities. The Portfolio may have to pay out the imputed income on
zero-coupon securities without receiving the actual cash currently.
Interest-only securities are particularly sensitive to changes in interest
rates.

The values of interest-only mortgage-related securities are also very
sensitive to prepayments of underlying mortgages. Principal-only securities
are also sensitive to changes in interest rates. When prepayments tend to
fall, the timing of the cash flows to these securities increases, making them
more sensitive to changes in interest rates. The market for some of these
securities may be limited, making it difficult for the Portfolio to value
them or to dispose of its holdings at an acceptable price.

|X| Repurchase Agreements. The Portfolio can enter into repurchase
agreements. In a repurchase transaction, the Portfolio buys a security and
simultaneously sells it to the vendor for delivery at a future date.
Repurchase agreements must be fully collateralized. However, if the vendor
fails to pay the resale price on the delivery date, the Portfolio could incur
costs in disposing of the collateral and might experience losses if there is
any delay in its ability to do so. There is no limit on the amount of the
Portfolio's net assets that may be subject to repurchase agreements of seven
days or less.

|X| Derivative Investments. The Portfolio can invest in a number of
different kinds of "derivative" investments. In general terms, a derivative
investment is an investment contract whose value depends on (or is derived
from) the value of an underlying asset, interest rate or index. In the
broadest sense, collateralized mortgage obligations and other
mortgage-related securities, as well as exchange-traded options, futures
contracts and other hedging instruments the Portfolio can use may be
considered "derivative investments." In addition to using hedging
instruments, the Portfolio can use other derivative investments because they
offer the potential for increased income.

Derivatives have risks. If the issuer of the derivative investment
does not pay the amount due, the Portfolio can lose money on the investment.
The underlying security or investment on which a derivative is based, and the
derivative itself, may not perform the way the Manager expected it to. As a
result of these risks, the Portfolio could realize less principal or income
from the investment than expected or its hedge might be unsuccessful. As a
result, the Portfolio's share prices could fall. Certain derivative
investments held by the Portfolio might be illiquid.

|X| Hedging. The Portfolio can buy and sell certain kinds of futures
contracts and call options, including options on futures and debt securities
indices. These are all referred to as "hedging instruments." The Portfolio
does not use hedging instruments for speculative purposes, and has limits on
its use of them. The Portfolio is not required to use hedging investments in
seeking its goal.

The Portfolio could buy and sell options and futures for a number of
purposes. It might do so to try to manage its exposure to the possibility
that the prices of its portfolio securities may decline, or to establish a
position in the securities market as a temporary substitute for purchasing
individual securities. It might do so to try to manage its exposure to
changing interest rates.

Some of these strategies would hedge the Portfolio against price
fluctuations. Other hedging strategies, such as buying futures and call
options, would tend to increase the Portfolio's exposure to the securities
market. Writing covered call options might also provide income to the
Portfolio for liquidity purposes or to raise cash to distribute to
shareholders.

Options trading involves the payment of premiums and has special tax
effects on the Portfolio. There are also special risks in particular hedging
strategies. If the Manager used a hedging instrument at the wrong time or
judged market conditions incorrectly, the strategy could reduce the
Portfolio's return. The Portfolio could also experience losses if the prices
of its futures and options positions were not correlated with its other
investments or if it could not close out a position because of an illiquid
market.

|X| Portfolio Turnover. The Portfolio generally does not, but can
engage in active trading to try to achieve its objective. It might have a
turnover rate in excess of 100% annually. The Financial Highlights table at
the end of this Prospectus shows the Portfolio's turnover rates during prior
fiscal years. Increased portfolio turnover creates higher brokerage and
transaction costs for the Portfolio (and may reduce performance). For a
contract owner, any increase in realized gains will generally not be taxable
directly but may affect the owner's tax basis in the account.

|X| Portfolio Holdings. The Portfolio's holdings are included in
semi-annual and annual reports that are distributed to shareholders of the
Portfolio within 60 days after the close of the period for which such report
is being made. The Portfolio also makes disclosures of its portfolio
securities holdings in its Statement of Investments on Form N-Q, which is
filed with the Securities and Exchange Commission (the "SEC") no later than
60 days after the close of the first and third fiscal quarters. These
additional quarterly filings are publicly available at the SEC. Therefore,
portfolio holdings of the Portfolio are made publicly available no later than
60 days after the close of the Portfolio's fiscal quarter.

A description of the Portfolio's policies and procedures with respect
to the disclosure of the Portfolio's securities is available in the
Portfolio's Statement of Additional Information.

How the Portfolio Is Managed

The Manager. The Manager chooses the Portfolio's investments and handles its
day-to-day business. The Manager carries out its duties, subject to the
policies established by the Board of Directors, under an investment advisory
agreement that states the Manager's responsibilities. The agreement sets the
fees the Portfolio pays to the Manager and describes the expenses that the
Portfolio is responsible to pay to conduct its business.

The Manager has been an investment adviser since January 1960. The
Manager and its subsidiaries and controlled affiliates managed more than $170
billion in assets as of March 31, 2005, including other Oppenheimer funds
with more than 7 million shareholder accounts. The Manager is located at Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10021-1008.

|X| Advisory Fees. Under the investment advisory agreement,
the Portfolio pays the Manager an advisory fee at an annual rate that
declines on additional assets as the Portfolio grows: 0.525% of the first
$300 million of average daily net assets of the Portfolio, 0.500% of the next
$100 million, and 0.450% of average daily net assets over $400 million. The
Portfolio's management fee for its last fiscal year ended December 31, 2004
was 0.525% of average daily net assets.

|X| Portfolio Managers. The Portfolio is managed by a team of investment
professionals including Angelo Manioudakis, Benjamin J. Gord, Geoffrey Caan,
Charles Moon and Antulio Bomfim who are primarily responsible for the
day-to-day management of the Portfolio's investments. Mr. Manioudakis has
been a portfolio manager of the Portfolio and a Senior Vice President of the
Manager since April 2002. He is also a portfolio manager and officer of
other portfolios in the OppenheimerFunds complex. Mr. Manioudakis was an
executive director and portfolio manager for Miller, Anderson & Sherrerd, a
division of Morgan Stanley Investment Management from August 1993 through
April 2002.

Mr. Gord has been a portfolio manager of the Portfolio and a Vice
President of the Manager since April 2002. He is also a portfolio manager of
other portfolios in the OppenheimerFunds complex. Mr. Gord was an executive
director and a senior fixed income analyst at Miller Anderson & Sherrerd, a
division of Morgan Stanley Investment Management from April 1992 through
March 2002.

Mr. Caan has been a portfolio manager of the Portfolio and a Vice
President of the Manager since August 2003. He is also a portfolio manager of
other portfolios in the OppenheimerFunds complex. Mr. Caan was a vice
president of ABN AMRO N.A., Inc. from June 2002 through August 2003, and a
vice president of Zurich Scudder Investments from January 1999 through June
2002.

Mr. Moon has been a portfolio manager of the Portfolio and a Vice
President of the Manager since April 2002. He is also a portfolio manager of
other portfolios in the OppenheimerFunds complex. Mr. Moon was an executive
director and a portfolio manager at Miller Anderson & Sherrerd, a division of
Morgan Stanley Investment Management from June 1999 through March 2002.

Mr. Bomfim has been a portfolio manager of the Portfolio and a Vice
President of the Manager since October 2003. He is also a portfolio manager
of other portfolios in the OppeneheimerFunds complex. Mr. Bomfim was a
Senior Economist at the Board of Governors of the Federal Reserve System from
June 1992 to October 2003.

The Statement of Additional Information provides additional information
about the portfolio management team's compensation, other accounts they
manage and their ownership of Portfolio shares.

|X| Possible Conflicts of Interest. The Portfolio offers its shares to
separate accounts of different insurance companies as an investment for their
variable annuity, variable life and other investment product contracts.
While the Portfolio does not foresee any disadvantages to contract owners
from these arrangements, it is possible that the interests of owners of
different contracts participating in the Portfolio through different separate
accounts might conflict. For example, a conflict could arise because of
differences in tax treatment.

The Board has procedures to monitor the Portfolio for possible
conflicts to determine what action should be taken. If a conflict occurs,
the Board might require one or more participating insurance company separate
accounts to withdraw their investments in the Portfolio. That could force
the Portfolio to sell securities at disadvantageous prices, and orderly
portfolio management could be disrupted. Also, the Board might refuse to
sell shares of the Portfolio to a particular separate account, or could
terminate the offering of the Portfolio's shares if required to do so by law
or if it would be in the best interests of the shareholders of the Portfolio
to do so.

Pending Litigation. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor and
Transfer Agent, as well as 51 of the Oppenheimer funds (collectively the
"funds") not including the Portfolio, 31 present and former Directors or
Trustees and 9 present and former officers of certain of the funds. This
complaint, initially filed in the U.S. District Court for the Southern
District of New York on January 10, 2005 and amended on March 4, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the complaint alleges that the Manager charged excessive fees for
distribution and other costs, improperly used assets of the funds in the form
of directed brokerage commissions and 12b-1 fees to pay brokers to promote
sales of the funds, and failed to properly disclose the use of fund assets to
make those payments in violation of the Investment Company Act and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary
duties to Portfolio shareholders under the Investment Company Act and at
common law. The complaint seeks unspecified compensatory and punitive
damages, rescission of the funds' investment advisory agreements, an
accounting of all fees paid, and an award of attorneys' fees and litigation
expenses.

The Manager and the Distributor believe the claims asserted in these law
suits to be without merit, and intend to defend the suits vigorously. The
Manager and the Distributor do not believe that the pending actions are likely
to have a material adverse effect on the Portfolio or on their ability to
perform their respective investment advisory or distribution agreements with
the Portfolio.

Investing in the Portfolio

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Portfolio may be purchased only by
separate investment accounts of participating insurance companies as an
underlying investment for variable life insurance policies, variable annuity
contracts or other investment products. Individual investors cannot buy
shares of the Portfolio directly. Please refer to the accompanying
prospectus of the participating insurance company for information on how to
select the Portfolio as an investment option for that variable life insurance
policy, variable annuity or other investment product. The Portfolio reserves
the right to refuse any purchase order when the Manager believes it would be
in the Portfolio's best interests to do so.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Portfolio shares may interfere with the Manager's ability to
manage the Portfolio's investments efficiently, increase the Portfolio's
transaction and administrative costs and/or affect the Portfolio's
performance, depending on various factors, such as the size of the Portfolio,
the nature of its investments, the amount of Portfolio assets the portfolio
manager maintains in cash or cash equivalents, the aggregate dollar amount
and the number and frequency of trades. If large dollar amounts are involved
in redemption transactions, the Portfolio might be required to sell portfolio
securities at unfavorable times to meet redemption requests, and the
Portfolio's transaction or administrative expenses might be increased.

Limits on Disruptive Activity. Therefore, the Manager and the Portfolio's
Board of Directors have adopted the following policies and procedures to
detect and prevent frequent and/or excessive purchase and redemption
activity, while balancing the needs of investors. There is no guarantee that
the policies and procedures described below will be sufficient to identify
and deter excessive short-term trading.
o The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would be
disruptive.
o The Transfer Agent will attempt to monitor overall purchase and
redemption activity in the accounts of participating insurance
companies to seek to identify patterns that may suggest excessive
trading by the underlying owners. If evidence of possible excessive
trading activity is observed by the Transfer Agent, the
participating insurance companies or other registered owners will be
asked to review account activity in their respective accounts, and
to confirm to the Transfer Agent and the Portfolio that appropriate
action has been taken to curtail any excessive trading activity.
However, the Transfer Agent's ability to monitor and deter excessive
short-term trading in "omnibus" or "street name" accounts ultimately
depends on the capability and cooperation of the participating
insurance companies controlling their respective accounts.

Monitoring the Policies. The Transfer Agent might not be able to detect
excessive, short term trading activity facilitated by, or in accounts
maintained in, the omnibus or street name accounts of a participating
insurance company. The Portfolio has asked its participating insurance
companies for their cooperation in trying to prevent excessive short term
trading activity in their separate accounts by investors and their financial
advisors. While the Portfolio recognizes that some contract owners may engage
in periodic asset allocation and re-balancing of Portfolio investments in
their accounts, making an "exchange" out of the Portfolio within 30 days of
buying shares (by the sale of the recently purchased Portfolio's shares and
the purchase of shares of another Portfolio), or making more than four "round
trip exchanges" between funds in a year, may be considered excessive
short-term trading activity. Separate accounts under common ownership or
control are combined for calculating these limits.

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.
There can be no assurance that the Portfolio, the Transfer Agent or the
Portfolio's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
Information about your investment in the Portfolio through your variable
annuity contract, variable life insurance policy or other plan can be
obtained only from your participating insurance company or its servicing
agent. The Portfolio's Transfer Agent does not hold or have access to those
records. Instructions for buying or selling shares of the Portfolio should be
given to your insurance company or its servicing agent, not directly to the
Portfolio or its Transfer Agent.
------------------------------------------------------------------------------

AT WHAT PRICE ARE SHARES SOLD? Shares are sold to participating insurance
companies at their offering price, which is the net asset value per share.
The Portfolio does not impose any sales charge on purchases of its shares. If
there are any charges imposed under the variable annuity, variable life or
other contract through which Portfolio shares are purchased, they are
described in the accompanying prospectus of the participating insurance
company.

Net Asset Value. The net asset value per share is determined as of the close
of The New York Stock Exchange (the "Exchange") on each day that the Exchange
is open for trading (referred to in this Prospectus as a "regular business
day"). The Exchange normally closes at 4:00 P.M., Eastern time, but may
close earlier on some days. All references to time in this Prospectus mean
"Eastern time."

The net asset value per share for a class of shares on a "regular business
day" is determined by dividing the value of the Portfolio's net assets
attributable to that class by the number of shares of that class outstanding
on that day. To determine net asset values, the Portfolio assets are valued
primarily on the basis of current market quotations. If market quotations
are not readily available or do not accurately reflect fair value for a
security (in the Manager's judgment) or if a security's value has been
materially affected by events occurring after the close of the exchange or
market on which the security is principally traded, that security may be
valued by another method that the Board of Directors believes accurately
reflects the fair value.

The Board has adopted valuation procedures for the Portfolio and has
delegated the day-to-day responsibility for fair value pricing determinations
to the Manager's Valuation Committee. Fair value determinations by the
Manager are subject to review, approval and ratification by the Board at its
next scheduled meeting after the fair valuations are determined. In
determining whether current market prices are readily available and reliable,
the Manager monitors the information it receives in the ordinary course of
its investment management responsibilities for significant events that it
believes in good faith will affect the market prices of the securities of
issuers held by the Portfolio. Those may include events affecting specific
issuers (for example, a halt in trading of the securities of an issuer on an
exchange during the trading day) or events affecting securities markets (for
example, a foreign securities market closes early because of a natural
disaster). The Portfolio uses fair value pricing procedures to reflect what
the Manager and the Board believe to be more accurate values for its
portfolio securities, although it may not always be able to do so.

If, after the close of the principal market on which a security held by the
Portfolio is traded and before the time as of which the Portfolio's net asset
values are calculated that day, a significant event occurs that the Manager
learns of and believes in the exercise of its judgment will cause a material
change in the value of that security from the closing price of the security
on the principal market on which it is traded, the Manager will use its best
judgment to determine a fair value for that security.

The Manager believes that foreign securities values may be affected by
volatility that occurs in U.S. markets on a trading day after the close of
foreign securities markets. The Manager's fair valuation procedures
therefore include a procedure whereby foreign securities prices may be "fair
valued" to take those factors into account.

The offering price that applies to an order from a participating insurance
company is based on the next calculation of the net asset value per share
that is made after the insurance company (as the Portfolio's designated agent
to receive purchase orders) receives a purchase order from its contract
owners to purchase Portfolio shares on a regular business day, provided that
the Portfolio receives the order from the insurance company by 9:30 a.m. on
the next regular business day at the offices of its Transfer Agent in
Colorado. The participating insurance company must receive that order before
the close of the Exchange.

How Are Shares Redeemed? As with purchases, only the participating insurance
companies that hold Portfolio shares in their separate accounts for the
benefit of variable annuity contracts, variable life insurance policies or
other investment products can place orders to redeem shares. Contract
holders and policy holders should not directly contact the Portfolio or its
transfer agent to request a redemption of Portfolio shares. Contract owners
should refer to the withdrawal or surrender instructions in the accompanying
prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net
asset value per share that is determined after the participating insurance
company (as the Portfolio's designated agent) receives a redemption request
on a regular business day from its contract or policy holder, provided that
the Portfolio receives the order from the insurance company by 9:30 a.m. the
next regular business day at the office of its Transfer Agent in Colorado.
The participating insurance company must receive that order before the close
of the Exchange (usually 4:00 p.m. Eastern time). The Portfolio normally
sends payment by Federal Funds wire to the insurance company's account the
day after the Portfolio receives the order (and no later than seven days
after the Portfolio's receipt of the order). Under unusual circumstances
determined by the SEC, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Dividends. The Portfolio intends to declare dividends separately from net
investment income on an annual basis. The Portfolio has no fixed dividend
rate and cannot guarantee that it will pay any dividends.

All dividends (and any capital gains distributions) will be reinvested
automatically in additional Portfolio shares at net asset value for the
account of the participating insurance company (unless the insurance company
elects to have dividends or distributions paid in cash).

Capital Gains. The Portfolio may realize capital gains on the sale of
portfolio securities. If it does, it may make distributions out of any net
short-term or long-term capital gains each year. The Portfolio may make
supplemental distributions of dividends and capital gains following the end
of its fiscal year. There can be no assurance that the Portfolio will pay
any capital gains distributions in a particular year.

Taxes. For a discussion of the tax status of a variable annuity contract, a
variable life insurance policy or other investment product of a participating
insurance company, please refer to the accompanying prospectus of your
participating insurance company. Because shares of the Portfolio may be
purchased only through insurance company separate accounts for variable
annuity contracts, variable life insurance policies or other investment
products, dividends paid by the Portfolio from net investment income and
distributions (if any) of net realized short-term and long-term capital gains
will be taxable, if at all, to the participating insurance company, although
they may affect the tax basis of certain types of distributions from those
accounts.

This information is only a summary of certain federal income tax
information about an investment in Portfolio shares. You should consult with
your tax adviser or your participating insurance company representative about
the effect of an investment in the Portfolio under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the
Portfolio's financial performance for the past five fiscal years. Certain
information reflects financial results for a single Portfolio share. The
total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the Portfolio (assuming reinvestment of
all dividends and distributions). This information has been audited by
Deloitte & Touche LLP, the Portfolio's independent registered public
accounting firm, whose report, along with the Portfolio's financial
statements, is included in the Statement of Additional Information, which is
available on request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
---------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.14 $ 1.16 $ 1.11 $ 1.10 $ 1.05
---------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .03 1 .04 .05 .04 .07
Net realized and unrealized gain (loss) .01 (.01) .06 .04 .05
--------------------------------------------------------------------
Total from investment operations .04 .03 .11 .08 .12
---------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.04) (.05) (.06) (.07) (.07)
Distributions from net realized gain (.02) -- -- -- --
--------------------------------------------------------------------
Total dividends and distributions to shareholders (.06) (.05) (.06) (.07) (.07)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.12 $ 1.14 $ 1.16 $ 1.11 $ 1.10
====================================================================

---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 4.17% 2.58% 10.06% 7.23% 12.36%

---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 18,103 $ 19,537 $ 21,946 $ 18,984 $ 18,904
---------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 18,464 $ 20,743 $ 20,347 $ 18,805 $ 18,702
---------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 2.83% 3.43% 4.42% 3.49% 6.07%
Total expenses 0.85% 4 0.84% 4 0.77% 4 0.79% 4 0.74% 4
---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 99% 5 43% 25% 19% 31%

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

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

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

5. The portfolio turnover rate excludes purchase transactions and sales
transactions of To Be Announced (TBA) mortgage-related securities of
$121,615,587 and $127,136,434, respectively.

INFORMATION AND SERVICES
For More Information on Government Securities Portfolio
The following additional information about the Portfolio is available without
charge upon request:

STATEMENT OF ADDITIONAL INFORMATION. This document includes additional
information about the Portfolio's investment policies, risks, and operations.
It is incorporated by reference into this Prospectus (which means it is
legally part of this Prospectus).

ANNUAL AND SEMI-ANNUAL REPORTS. Additional information about the Portfolio's
investments and performance is available in the Portfolio's Annual and
Semi-Annual Reports to shareholders. The Annual Report includes a discussion
of market conditions and investment strategies that significantly affected
the Portfolio's performance during its last fiscal year.

How to Get More Information
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports and the notice explaining the Portfolio's privacy
policy:

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By Telephone: Call OppenheimerFunds Services toll-free:
1.800.981.2871
------------------------------------------------------------------------------
------------------------------------------------------------------------------
By Mail: Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
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------------------------------------------------------------------------------
On the Internet: You can request these documents by e-mail or
through the OppenheimerFunds website. You may
also read or download certain documents on the
OppenheimerFunds website at:
www.oppenheimerfunds.com.
------------------------------------------------------------------------------

Information about the Portfolio including the Statement of Additional
Information can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. Information on the operation of the Public Reference Room
may be obtained by calling the SEC at 1.202.942.8090. Reports and other
information about the Portfolio are available on the EDGAR database on the
SEC's Internet website at www.sec.gov. Copies may be obtained after payment
of a duplicating fee by electronic request at the SEC's e-mail address:
publicinfo@sec.gov or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Portfolio or
to make any representations about the Portfolio other than what is contained
in this Prospectus. This Prospectus is not an offer to sell shares of the
Portfolio, nor a solicitation of an offer to buy shares of the Portfolio, to
any person in any state or other jurisdiction where it is unlawful to make
such an offer.

The Portfolio's SEC File No.: 811-3255
PRO613.001.0405
Printed on recycled paper.

Appendix to Prospectus of
Panorama Series Fund, Inc.
Government Securities Portfolio

Graphic material included in the Prospectus of Government Securities
Portfolio: "Annual Total Returns (as of 12/31 each year)":

A bar chart will be included in the Prospectus of Government Securities
Portfolio depicting the annual total returns of a hypothetical investment in
the Portfolio for each of the calendar years since the Portfolio's
inception. Set forth below are the relevant data points that will appear in
the bar chart:

--------------------------------------------------
Calendar Year Ended 12/31 Annual Total Return
--------------------------------------------------
--------------------------------------------------
1995 18.91%
--------------------------------------------------
--------------------------------------------------
1996 1.93%
--------------------------------------------------
--------------------------------------------------
1997 8.82%
--------------------------------------------------
--------------------------------------------------
1998 8.14%
--------------------------------------------------
--------------------------------------------------
1999 -1.73%
--------------------------------------------------
--------------------------------------------------
2000 12.36%
--------------------------------------------------
--------------------------------------------------
2001 7.23%
--------------------------------------------------
--------------------------------------------------
2002 10.06%
--------------------------------------------------
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2003 2.58%
--------------------------------------------------
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2004 4.17%
--------------------------------------------------

Growth Prospectus

Growth Portfolio
A Series of Panorama Series Fund, Inc.

Prospectus dated April 29, 2005

Growth Portfolio is a mutual
fund that seeks high total return.
It invests mainly in common stocks
of domestic large-cap companies.

Shares of the Portfolio are
sold only as the underlying
investment for variable life
insurance policies, variable annuity
contracts and other insurance
company separate accounts. A
prospectus for the insurance product
you have selected accompanies this
Prospectus and explains how to
select shares of the Portfolio as
the investment under that insurance
product.
As with all mutual funds, the
Securities and Exchange Commission This Prospectus contains
has not approved or disapproved the important information about the
Portfolio's securities nor has it Portfolio's objective, its
determined that this Prospectus is investment policies, strategies and
accurate or complete. It is a risks. Please read this Prospectus
criminal offense to represent (and your insurance product
otherwise. prospectus) carefully before you
invest and keep them for future
reference about your investment.

Contents

About the Portfolio
------------------------------------------------------------------------------

The Portfolio's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Portfolio

The Portfolio's Past Performance

Fees and Expenses of the Portfolio

About the Portfolio's Investments

How the Portfolio is Managed

Investing in the Portfolio
------------------------------------------------------------------------------

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Portfolio

The Portfolio's Investment Objective and Principal Investment Strategies

What Is the Portfolio's Investment Objective? The Portfolio seeks high total
return.

What Does the Portfolio Mainly Invest In? The Portfolio currently invests
mainly in common stocks of U.S. companies of different capitalization ranges,
presently focusing on large-capitalization issuers. The Portfolio can buy
other equity investments, including preferred stocks, rights and warrants and
securities convertible into common stocks. The Portfolio can buy securities
of U.S. and foreign companies of different capitalization ranges, although
the Portfolio's investments in foreign securities are generally limited to no
more than 10% of its total assets, as more fully described in the Portfolio's
Statement of Additional Information.

The Portfolio can also invest (normally, not more than 10% of its net
assets) in debt securities. The Portfolio can also use hedging instruments
and certain derivative investments to try to manage investment risks. These
investments are more fully explained in "About the Portfolio's Investments,"
below.

|X| How Do the Portfolio Managers Decide What Securities to Buy or
Sell? In selecting securities for purchase or sale by the Portfolio, the
portfolio managers use an investment process that combines quantitative
models, fundamental research about particular securities and individual
judgment. While this process and the inter-relationship of the factors used
may change over time and its implementation may vary in particular cases, in
general the selection process involves the use of:

Multi-factor quantitative models: These include a group of
"top-down" models that analyze data such as relative valuations, relative
price trends, interest rates and the shape of the yield curve. These help
direct portfolio emphasis by market capitalization (small, mid, or large),
value or growth styles and other characteristics. A group of "bottom up"
models helps to rank stocks in a universe typically including 3,000 stocks,
selecting stocks for relative attractiveness by analyzing fundamental stock
and company characteristics.
Fundamental research: The portfolio managers use internal
research and analysis by other market analysts, with emphasis on current
company news.
Judgment: The portfolio is then regularly rebalanced by the
portfolio managers, using all of the tools described above.

Who Is the Portfolio Designed For? The Portfolio's shares are available only
as an investment option under certain variable annuity contracts, variable
life insurance policies and investment plans offered through insurance
company separate accounts of participating insurance companies, for investors
seeking total return. Those investors should be willing to assume the risks
of short-term share price fluctuations that are typical for a Portfolio
focusing on stock investments. Since the Portfolio's income level will
fluctuate and will likely be small, it is not designed for investors needing
current income. The Portfolio is not a complete investment program.

Main Risks of Investing in the Portfolio

All investments carry risks to some degree. The Portfolio's
investments in stocks are subject to changes in their value from a number of
factors, described below. There is also the risk that poor security
selection by the Portfolio's investment Manager, OppenheimerFunds, Inc., will
cause the Portfolio to underperform other funds having a similar objective.

|X| Risks of Investing in Stocks. Stocks fluctuate in price, and
their short-term volatility at times can be great. Because the Portfolio
invests primarily in common stocks, the value of the Portfolio's investment
holdings will be affected by changes in the stock markets. Market risk will
affect the Portfolio's net asset value per share, which will fluctuate as the
values of the Portfolio's investments change. The prices of individual
stocks do not all move in the same direction uniformly or at the same time.
Different stock markets may behave differently from each other. In
particular, because the Portfolio currently emphasizes investments in stocks
of U.S. issuers, it will be affected by changes in U.S. stock markets.

Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the
issuer. The Portfolio invests mainly in securities of large companies but it
can also buy stocks of small and medium-size companies, which may have more
volatile stock prices than stocks of large companies.

The Manager may increase the relative emphasis of the Portfolio's
investments in a particular industry compared to the weighting of that
industry in the S&P 500 Index which the Fund uses as a performance benchmark
from time to time. Stocks of issuers in a particular industry may be
affected by changes in economic conditions, government regulations,
availability of basic resources or supplies, or other events that affect that
industry more than others. To the extent that the Portfolio has increased
the relative emphasis of its investments in a particular industry, its share
values may fluctuate in response to events affecting that industry.

How Risky is the Portfolio Overall? In the short term, the stock markets can
be volatile, and the price of the Portfolio's shares will go up and down
substantially. The Portfolio does not typically invest to a great extent in
income-oriented investments to help cushion the Portfolio's total return from
changes in stock prices. The Portfolio generally may be less volatile than
aggressive growth stock funds, but its share price may be more volatile than
funds that invest in a mix of stocks and bonds.

These risks collectively form the risk profile of the Portfolio and can
affect the value of the Portfolio's investments, its investment performance
and its prices per share. These risks mean that you can lose money by
investing in the Portfolio. When you redeem your shares, they may be worth
more or less than what you paid for them. There is no assurance that the
Portfolio will achieve its investment objective.

An investment in the Portfolio is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.

The Portfolio's Past Performance

Annual Total Returns (as of December 31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 18.48% (4QTR98) and the lowest return (not
annualized) for a calendar quarter was -16.35% (3QTR02).

-------------------------------------------------------------------------------

------------------------
Average Annual Total
Returns for the periods 1 Year 5 Years 10 Years
ended December 31, 2004
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Growth Portfolio 9.20% -2.61% 6.61%
(inception date:
1/21/82)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
S&P 500 Index 10.87% -2.30% 12.07%1
-------------------------------------------------------------------------------
1. From 12/31/94.
The Portfolio's average annual total returns measure the performance of a
hypothetical account without deducting charges imposed by the separate
accounts that invest in the Portfolio and assume that all dividends and
capital gains distributions have been reinvested in additional shares.
Because the Portfolio invests primarily in stocks, its performance is
compared to the S&P 500 Index, an unmanaged index of equity securities that
is a measure of the domestic stock market. The index performance includes
reinvestment of income but does not reflect transaction costs, fees, expenses
or taxes. The Portfolio may have investments that vary from the index.

The Portfolio's total returns should not be expected to be the same as the
returns of other Oppenheimer funds, even if funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Portfolio

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Portfolio. The
Portfolio pays a variety of expenses directly for management of its assets,
administration, distribution of its shares and other services. Those expenses
are subtracted from the Portfolio's assets to calculate the Portfolio's net
asset values per share. All shareholders therefore pay those expenses
indirectly. The numbers below are based on the Portfolio's expenses during
its fiscal year ended December 31, 2004.

Annual Fund Operating Expenses (deducted from Portfolio assets):
(% of average daily net assets)

----------------------------------------------------------------------------
Management Fees 0.625%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Distribution and Service (12b-1) Fees N/A
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Other Expenses 0.035%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total Annual Operating Expenses 0.66%
----------------------------------------------------------------------------
Expenses may vary in future years. "Other Expenses" in the table include
transfer agent fees, custodial fees, and accounting and legal expenses
the Portfolio pays. The Portfolio's transfer agent has voluntarily
agreed to limit transfer and shareholder servicing agent fees to 0.35%
per fiscal year. That undertaking may be amended or withdrawn at any
time. For the Portfolio's fiscal year ended December 31, 2004, the
transfer agent fees did not exceed the expense limitation described
above.

------------------------------------------------------------------------------
If shares are redeemed: 1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------
------------------------------------------------------------------------------
$68 $212 $369 $825
------------------------------------------------------------------------------

About the Portfolio's Investments

The Portfolio's Principal Investment Policies and Risks. The allocation of
the Portfolio's investment holdings among the different investments will vary
over time based upon the Manager's evaluation of economic and market trends.
The Portfolio's holdings might not always include all of the different types
of investments described below. The Statement of Additional Information
contains more detailed information about the Portfolio's investment policies
and risks.

The Manager tries to reduce risks by carefully researching securities
before they are purchased. The Portfolio attempts to reduce its exposure to
market risks by diversifying its investments, that is, by not holding a
substantial percentage of the stock of any one company and by not investing
too great a percentage of the Portfolio's assets in any one issuer. Also,
the Portfolio does not concentrate 25% or more of its investments in any one
industry.

Stock Investments. The Portfolio invests primarily in a diversified
portfolio of common stocks of issuers that may be of small, medium or
large capitalization, to seek total return. The Portfolio currently
focuses on large-cap issuers. "Market capitalization" refers to the
total market value of an issuer's common stock. The stock prices of
large-cap issuers tend to be less volatile than the prices of small-cap
and mid-cap companies in the short term, but these companies may not
afford the same growth opportunities as small-cap and mid-cap companies.

Additionally, if the Portfolio invests a significant amount of its
assets in foreign securities, it might expose the Portfolio to
"time-zone arbitrage" attempts by investors seeking to take advantage of
the differences in value of foreign securities that might result from
events that occur after the close of the foreign securities market on
which a foreign security is traded and the close of the New York Stock
Exchange (the "Exchange") that day, when the Portfolio's net asset value
is calculated. If such time-zone arbitrage were successful, it might
dilute the interests of other shareholders. However, the Portfolio's
use of "fair value pricing" to adjust the closing market prices of
foreign securities under certain circumstances, to reflect what the
Manager and the Board believe to be their fair value, may help deter
those activities.

Industry and Sector Focus. At times the Portfolio may increase the relative
emphasis of its investments in a particular industry or sector. The prices of
stocks of issuers in a particular industry or sector may go up and down in
response to changes in economic conditions, government regulations,
availability of basic resources or supplies, or other events that affect that
industry or sector more or less than others. To the extent that the Portfolio
increases the relative emphasis of its investments in a particular industry
or sector, its share values may fluctuate to a greater degree in response to
events affecting that industry or sector.

|X| Portfolio Turnover. The Portfolio can engage in active trading to
try to achieve its objective. It might have a turnover rate in excess of 100%
annually. The Financial Highlights table at the end of this Prospectus shows
the Portfolio's portfolio turnover rates during prior fiscal years.
Increased portfolio turnover creates higher brokerage and transaction costs
for the Portfolio (and may reduce performance). For a contract owner, any
increase in realized gains will generally not be taxable directly but may
affect the owner's tax basis in the account.

|X| Can the Portfolio's Investment Objective and Policies Change? The
Board of Directors may change non-fundamental investment policies without
shareholder approval, although significant changes will be described in
amendments to this Prospectus. Fundamental policies are those that cannot be
changed without the approval of a majority of the Portfolio's outstanding
voting shares. The Portfolio's investment objective is not a fundamental
policy, but will not be changed by the Board of Directors without advance
notice to shareholders. Investment restrictions that are fundamental
policies are listed in the Statement of Additional Information. An
investment policy is not fundamental unless this Prospectus or the Statement
of Additional Information says that it is.

Other Investment Strategies. To seek its objective, the Portfolio can also
use the investment techniques and strategies described below. The Portfolio
might not always use all of the different types of techniques and investments
described below. These techniques involve certain risks, although some are
designed to help reduce overall investment or market risks.

Loans of Portfolio Securities. The Portfolio has entered into a
Securities Lending Agreement with JP Morgan Chase. Under that agreement,
securities of the Portfolio may be loaned to brokers, dealers and other
financial institutions. The Securities Lending Agreement provides that
loans must be adequately collateralized and may be made only in conformity
with the Portfolio's Securities Lending Guidelines, adopted by the
Portfolio's Board of Directors. The value of the securities loaned may
not exceed 25% of the value of the Portfolio's net assets.

Other Equity Securities. While the Portfolio emphasizes investments in
common stocks, it can also buy preferred stocks and securities convertible
into common stock.

The Portfolio's investments in convertible securities may include
securities rated as low as "B" by Moody's or Standard & Poor's or that have
comparable ratings by other national rating organizations or, if unrated, an
equivalent rating assigned by the Manager. Securities rated below "Baa" by
Moody's or "BBB" by Standard & Poor's are below "investment grade" and are
subject to greater risk of default by the issuer than investment grade
securities. However, although many convertible securities are debt
securities, the Manager considers some of them to be "equity equivalents"
because of the conversion feature, and in that case their rating has less
impact on the investment decision than in the case of other debt securities.
These investments are subject to the Portfolio's policy of limiting its debt
investments under normal circumstances to not more than 10% of its assets.

|X| Debt Securities. Under normal market conditions, the Portfolio
can invest in debt securities, such as securities issued or guaranteed by the
U.S. government or its agencies and federally-chartered corporate entities
referred to as "instrumentalities." The Portfolio can also buy foreign
government securities, and foreign and domestic corporate bonds and
debentures. Normally these investments, including convertible debt
securities, are limited to not more than 10% of the Portfolio's net assets.

The Portfolio can buy debt securities of any maturity and typically
holds some short-term notes for liquidity purposes. The Portfolio can buy
debt securities that are rated by nationally-recognized rating organizations
as well as unrated debt securities assigned an equivalent rating by the
Manager. The Portfolio's debt investments may be "investment grade" (that
is, in the four highest rating categories of a national rating organization)
or may be below-investment grade securities (sometimes called "junk bonds")
rated as low as "B" as described above in "Other Equity Securities."

|_| Special Credit Risks of Lower-Grade Securities. All corporate
debt securities (whether foreign or domestic) are subject to some degree of
credit risk. Credit risk relates to the ability of the issuer to meet
interest or principal payments on a security as they become due. U.S.
government securities are subject to little credit risk. While investment
grade securities are subject to risks of non-payment of interest and
principal, generally, higher yielding, lower-grade bonds, whether rated or
unrated, have greater risks of default than investment grade securities.

Lower-grade securities may be subject to greater market fluctuations
and risk of loss of income and principal than investment grade securities.
There may be less of a market for them and therefore it may be harder to
value or to sell them at an acceptable price when the Portfolio wants to sell
them. There is a relatively greater possibility that the issuer's earnings
may be insufficient to make the payments of interest and principal due on the
bonds. These risks mean that the Portfolio's net asset value per share could
be reduced by declines in value of these securities.
|_| Interest Rate Risks. The prices of debt securities,
including U.S. government securities, are subject to change when prevailing
interest rates change. When interest rates fall, the values of
already-issued debt securities generally rise. When interest rates rise, the
values of already-issued debt securities generally fall. The magnitude of
these fluctuations will often be greater for longer-term debt securities than
shorter-term debt securities. The Portfolio's share prices can go up or down
when interest rates change because of the effect of the changes on the value
of the Portfolio's investments in debt securities.

|X| Repurchase Agreements. In a repurchase agreement, the Portfolio
buys a security and simultaneously agrees to sell it to the vendor for
delivery at a future date. Delays or losses could occur if the other party
to the agreement defaults or becomes insolvent. These are used primarily for
cash management and liquidity purposes.

|X| Derivative Investments. The Portfolio can invest in a number of
different kinds of "derivative" investments. In general terms, a derivative
investment is an investment contract whose value depends on (or is derived
from) the value of an underlying asset, interest rate or index. In the
broadest sense, exchange-traded options, futures contracts, and other hedging
instruments the Portfolio might use may be considered "derivative
investments." The Portfolio has limits on the amount of particular types of
derivatives it can hold. Currently the Portfolio does not use those types of
investments to a significant degree and is not required to use them in
seeking its objective.

Derivatives have risks. Markets underlying securities and indices may
move in a direction not anticipated by the Manager. Interest rate and stock
market changes in the U.S. and abroad may also influence the performance of
derivatives. Certain derivative investments held by the Portfolio may be
illiquid. If the issuer of the derivative does not pay the amount due, the
Portfolio can lose money on the investment. If that happens, the Portfolio's
share price could decline or the Portfolio could get less income than
expected. Using derivatives could increase the volatility of the Portfolio's
share prices.

|X| Hedging. The Portfolio can write exchange-traded covered calls on
securities, futures and stock indices, and can buy and sell certain kinds of
futures contracts and forward contracts. These are all referred to as
"hedging instruments." The Portfolio does not use hedging instruments for
speculative purposes, and has limits on its use of them. The Portfolio is
not required to use hedging instruments in seeking its goal and currently
does not use them to a significant degree.

Options trading involves the payment of premiums and has special tax
effects on the Portfolio. There are also special risks in particular hedging
strategies. For example, if a covered call written by the Portfolio is
exercised on an investment that has increased in value, the Portfolio will be
required to sell the investment at the call price and will not be able to
realize any profit if the investment has increased in value above the call
price.

If the Manager used a hedging instrument at the wrong time or judged
market conditions incorrectly, the strategy could reduce the Portfolio's
return. The Portfolio could also experience losses if the prices of its
futures and options positions were not correlated with its other investments
or if it could not close out a position because of an illiquid market.

|X| Temporary Defensive and Interim Investments. In times of adverse
or unstable market, economic, or political conditions, the Portfolio can
invest up to 100% of its assets in temporary investments that are
inconsistent with the Portfolio's principal investment strategies. Generally
they would be high-quality, short-term money market instruments, such as U.S.
government securities, highly-rated commercial paper, short-term corporate
debt obligations, bank deposits or repurchase agreements. The Portfolio may
also hold these types of securities pending the investment of proceeds from
the sale of Portfolio shares or Portfolio securities or to meet anticipated
redemptions of Portfolio shares. To the extent the Portfolio invests
defensively in these securities, it may not achieve its investment objective
of total return.

A description of the Portfolio's policies and procedures with respect
to the disclosure of the Portfolio's securities is available in the
Portfolio's Statement of Additional Information.

How the Portfolio Is Managed

The Manager. The Manager chooses the Portfolio's investments and handles its
day-to-day business. The Manager carries out its duties, subject to the
policies established by the Fund's Board of Directors, under an investment
advisory agreement that states the Manager's responsibilities. The agreement
sets the fees the Portfolio pays to the Manager and describes the expenses
that the Portfolio is responsible to pay to conduct its business.

|X| Advisory Fees. Under the investment advisory agreement, the
Portfolio pays the Manager an advisory fee at an annual rate that declines on
additional assets as the Portfolio grows: 0.625% of the first $300 million of
average daily net assets of the Portfolio, 0.500% of the next $100 million,
and 0.450% of average daily net assets over $400 million. The Portfolio's
management fee for its last fiscal year ended December 31, 2004 was 0.625% of
average annual net assets.

|X| Portfolio Managers. The Portfolio is co-managed by Nikolaos
Monoyios and Marc Reinganum. Mr. Monoyios has been a portfolio manager of the
Portfolio since April 1998. Mr. Monoyios, a Certified Financial Analyst, is
a Senior Vice President of the Manager and an officer and portfolio manager
of other portfolios in the OppenheimerFunds complex.

Mr. Reinganum has been a portfolio manager of the Portfolio since
October 2003. He is a Vice President of the Manager and an officer and
portfolio manager of other portfolios in the OppenheimerFunds complex. He is
also the Director of Quantitative Research and Portfolio Strategist for
Equities. Mr. Reinganum was formerly the Mary Jo Vaughn Rauscher Chair in
Financial Investments at Southern Methodist University since 1995. At
Southern Methodist University he also served as the Director of the Finance
Institute, Chairman of the Finance Department, President of the Faculty at
the Cox School of Business and member of the Board of Trustee Investment
Committee.

The Statement of Additional Information provides additional information
about the portfolio managers' compensation, other accounts they manage and
their ownership of Portfolio shares.

|X| Possible Conflicts of Interest. The Portfolio offers its shares
to separate accounts of different insurance companies as an investment for
their variable annuity, variable life and other investment product
contracts. While the Portfolio does not foresee any disadvantages to
contract owners from these arrangements, it is possible that the interests of
owners of different contracts participating in the Portfolio through
different separate accounts might conflict. For example, a conflict could
arise because of differences in tax treatment.

The Portfolio's Board of Directors has procedures to monitor the
Portfolio for possible conflicts to determine what action should be taken.
If a conflict occurs, the Board might require one or more participating
insurance company separate accounts to withdraw their investments in the
Portfolio. That could force the Portfolio to sell securities at
disadvantageous prices, and orderly portfolio management could be disrupted.
Also, the Board might refuse to sell shares of the Portfolio to a particular
separate account, or could terminate the offering of the Portfolio's shares
if required to do so by law or if it would be in the best interests of the
shareholders of the Portfolio to do so.

The Manager and the Distributor believe the claims asserted in these
law suits to be without merit, and intend to defend the suits vigorously. The
Manager and the Distributor do not believe that the pending actions are
likely to have a material adverse effect on the Portfolio or on their ability
to perform their respective investment advisory or distribution agreements
with the Portfolio.

Investing in the Portfolio

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Net Asset Value. The net asset value per share is determined as of the close
of the Exchange on each day that the Exchange is open for trading (referred
to in this Prospectus as a "regular business day"). The Exchange normally
closes at 4:00 p.m., Eastern time, but may close earlier on some days. All
references to time in this Prospectus mean "Eastern time."

The offering price that applies to an order from a participating insurance
company is based on the next calculation of the net asset value per share
that is made after the insurance company (as the Portfolio's designated agent
to receive purchase orders) receives a purchase order from its contract or
policy owners to purchase Portfolio shares on a regular business day,
provided that the Portfolio receives the order from the insurance company by
9:30 A.M. on the next regular business day at the offices of its Transfer
Agent in Colorado.

How Are Shares Redeemed? As with purchases, only the participating insurance
companies that hold Portfolio shares in their separate accounts for the
benefit of variable annuity contracts, variable life insurance policies or
other investment products can place orders to redeem shares. Contract holders
and policy holders should not directly contact the Portfolio or its Transfer
Agent to request a redemption of Portfolio shares. Contract owners should
refer to the withdrawal or surrender instructions in the accompanying
prospectus of the participating insurance company.

Dividends, Capital Gains and Taxes

This information is only a summary of certain federal income tax
information about an investment in Portfolio shares. You should consult with
your tax advisor or your participating insurance company representative about
the effect of an investment in the Portfolio under your contract or policy.

Financial Highlights

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 9.20% 26.81% (18.97)% (10.61)% (12.66)%
----------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 179,076 $ 187,147 $ 165,493 $ 242,575 $ 333,211
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 179,018 $ 170,217 $ 203,660 $ 273,890 $ 460,272
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 1.39% 1.17% 0.96% 0.75% 0.78%
Total expenses 0.66% 4 0.67% 4 0.68% 4 0.64% 4 0.59% 4
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 78% 86% 88% 76% 118%

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

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

INFORMATION AND SERVICES

For More Information on the Growth Portfolio
The following additional information about the Portfolio is available without
charge upon request:

Statement of Additional Information. This document includes additional
information about the Portfolio's investment policies, risks, and operations.
It is incorporated by reference into this Prospectus (which means it is
legally part of this Prospectus).

Annual and Semi-Annual Reports. Additional information about the Portfolio's
investments and performance is available in the Portfolio's Annual and
Semi-Annual Reports to shareholders. The Annual Report includes a discussion
of market conditions and investment strategies that significantly affected
the Portfolio's performance during its last fiscal year.

How to Get More Information
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports and the notice explaining the Portfolio's privacy
policy:

The Company's SEC File No.: 811-3255
PR0608.001.0405 Printed on recycled paper.

Appendix to Prospectus of
Panorama Series Fund, Inc.
Growth Portfolio

Graphic material included in the Prospectus of Growth Portfolio:
"Annual Total Returns (as of 12/31 each year)":

A bar chart will be included in the Prospectus of Growth Portfolio (the
"Portfolio") depicting the annual total returns of a hypothetical investment
in non-service shares of the Portfolio for each of the ten most recent
calendar years. Set forth below are the relevant data points that will
appear in the bar chart:

---------------------------------------------------
Calendar Year Ended 12/31 Annual Total Return
---------------------------------------------------
---------------------------------------------------
1995 38.06%
---------------------------------------------------
---------------------------------------------------
1996 18.87%
---------------------------------------------------
---------------------------------------------------
1997 26.37%
---------------------------------------------------
---------------------------------------------------
1998 8.43%
---------------------------------------------------
---------------------------------------------------
1999 -3.76%
---------------------------------------------------
---------------------------------------------------
2000 -12.66%
---------------------------------------------------
---------------------------------------------------
2001 -10.61%
---------------------------------------------------
---------------------------------------------------
2002 -18.97%
---------------------------------------------------
---------------------------------------------------
2003 26.81%
---------------------------------------------------
---------------------------------------------------
2004 9.20%
---------------------------------------------------

International Growth

Oppenheimer International Growth Fund/VA
A Series of Panorama Series Fund, Inc.

Prospectus dated April 29, 2005

Oppenheimer International
Growth Fund/VA is a mutual fund that
seeks long-term growth of capital.
It emphasizes investments in common
stocks and securities of foreign
companies.

Shares of the Fund are sold
only as an underlying investment for
variable life insurance policies,
variable annuity contracts and other
insurance company separate
accounts. A prospectus for the
insurance product you have selected
accompanies this Prospectus and
explains how to select shares of the
Fund as an investment under that
As with all mutual funds, the insurance product and whether you
Securities and Exchange Commission are only eligible to purchase
has not approved or disapproved the Service shares of the Fund.
Fund's securities nor has it
determined that this Prospectus is This Prospectus contains
accurate or complete. It is a important information about the
criminal offense to represent Fund's objective, its investment
otherwise. policies, strategies and risks.
Please read this Prospectus (and
your insurance product prospectus)
carefully before you invest and keep
them for future reference about your
investment.

Contents

About the Fund
------------------------------------------------------------------------------

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

Investing in the Fund

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Fund's Investment Objective and Principal Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks long-term growth of
capital by investing under normal circumstances, at least 90% of its total
assets in equity securities of companies wherever located, the primary stock
market of which is outside the United States.

What Does the Fund Mainly Invest In? The Fund currently invests mainly in
common stocks of foreign growth companies listed on foreign stock exchanges.
They can include both smaller, less-well-known companies and larger, more
established companies that the portfolio manager believes have favorable
prospects for capital growth relative to the market.

The Fund does not limit its investments to issuers within a specific
market capitalization range and the Fund's emphasis may change over time. It
can invest up to 25% of its total assets in emerging markets and can invest
without limit in developed markets throughout the world. The Fund may
increase the relative emphasis of its investments in one or more industries,
countries, or regions from time to time, such as Europe or Asia, for example.

The Fund can also buy preferred stocks, securities convertible into
common stocks and other securities having equity features. The Fund can
invest up to 20% of its total assets in debt securities when the portfolio
manager believes that it is appropriate to do so in order to seek the Fund's
objective. The Fund typically does not invest in debt securities to a
significant degree. The Fund can also use hedging instruments and certain
derivative investments to try to manage investment risks. These investments
are more fully explained in "About the Fund's Investments," below.

|X| How Does the Portfolio Manager Decide What Securities to Buy or
Sell? In selecting securities for purchase or sales by the Fund, the Fund's
portfolio manager evaluates investment opportunities on a company-by-company
basis. The portfolio manager looks primarily for foreign companies with high
growth potential using a "bottom up" investment approach - that is, looking
at the investment performance of individual stocks before considering the
impact of general or industry trends. This approach includes fundamental
analysis of a company's financial statements and management structure, and
analysis of the company's operations and product development, as well as the
industry of which the issuer is part.

In seeking diversification of the Fund's investment holdings, the
portfolio manager currently focuses on the factors below, which may vary in
particular cases and may change over time. The portfolio manager currently
searches for:
|_| Companies that enjoy a strong competitive position and high demand for
their products and services, and
|_| Companies with accelerating earnings growth and cash flow.

In applying these and other selection criteria, the portfolio manager
considers the effect of worldwide trends on the growth of particular business
sectors and looks for companies that may benefit from global trends. The
trends, or "global themes", currently considered include mass affluence, new
technologies, restructuring and aging. The portfolio manager does not invest
a fixed amount of the Fund's assets according to these themes and this
strategy and the themes that are considered may change over time. The
portfolio manager monitors individual issuers for changes in the factors
above and these changes may trigger a decision to sell a security.

Who Is the Fund Designed For? The Fund's shares are available only as
an investment option under certain variable annuity contracts, variable life
insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking
capital growth in their investment over the long term from foreign stocks.
Those investors should be willing to assume the greater risks of short-term
share price fluctuations that are typical for an aggressive fund focusing on
growth stock investments, and the special risks of investing in both emerging
and developed foreign countries. The Fund does not seek current income and
the income from its investments will likely be small, so it is not designed
for investors needing income. The Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments in
stocks are subject to changes in their value from a number of factors
described below. There is also the risk that poor security selection by the
Fund's investment Manager, OppenheimerFunds, Inc. (the "Manager"), will cause
the Fund to underperform other funds having similar objectives.

Stocks of growth companies may provide greater opportunities for
capital appreciation but may be more volatile than other stocks. That
volatility is likely to be even greater for companies with lower
capitalizations because their securities may not be widely traded. The Fund
can buy securities of issuers in emerging or developed foreign markets that
have special risks not associated with investments in domestic securities,
such as the effects of currency fluctuations on relative prices.

However, changes in the market prices of securities can occur at any
time. The share price of the Fund will change daily based on changes in
market prices of securities and market conditions and in response to other
economic events. There is no assurance that the Fund will achieve its
investment objective.

|X| Risks of Investing in Stocks. Stocks fluctuate in price, and
their short-term volatility at times may be great. Because the Fund invests
primarily in common stocks of foreign companies, the value of the Fund's
investment holdings will be affected by changes in the foreign stock markets
and the special economic and other factors that might primarily affect the
prices of securities in particular foreign markets. Market risk will affect
the Fund's net asset value per share, which will fluctuate as the values of
the Fund's investments change. A variety of factors can affect the price of
a particular stock and the prices of individual stocks do not all move in the
same direction uniformly or at the same time. Different stock markets may
behave differently from each other.

Additionally, stocks of issuers in a particular industry may be
affected by changes in economic conditions, government regulations,
availability of basic resources or supplies, or other events that affect that
industry more than others. To the extent that the Fund increases the
relative emphasis of its investments in a particular industry, its share
values can be expected to fluctuate in response to events affecting that
industry.

|X| Risks of Foreign Investing. While foreign securities offer special
investment opportunities, there are also special risks. The Fund can buy
securities of companies (or governments) in any country, including developed
countries and emerging markets. Under normal market conditions (when the
Manager believes that the stock markets are not in an unstable or volatile
period) the Fund will invest at least 90% of its total assets in equity
securities of issuers located outside the U.S.

The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in that
foreign currency. Foreign issuers are not subject to the same accounting and
disclosure requirements that U.S. companies are subject to. The value of
foreign investments may be affected by exchange control regulations, currency
devaluation, expropriation or nationalization of a company's assets, foreign
taxes, delays in settlement of transactions, changes in governmental economic
or monetary policy in the U.S. or abroad, or other political and economic
factors. To the extent that the Fund increases the relative emphasis of its
investment holdings in companies in a particular country or region, it will
be subject to the risks of political or economic events that affect that
country or region.

Additionally, if the Fund invests a significant amount of its assets in
foreign securities, it might expose the Fund to "time-zone arbitrage"
attempts by investors seeking to take advantage of the differences in value
of foreign securities that might result from events that occur after the
close of the foreign securities market on which a foreign security is traded
and the close of The New York Stock Exchange (the "Exchange") that day, when
the Fund's net asset value is calculated. If such time-zone arbitrage were
successful, it might dilute the interests of other shareholders. However, the
Fund's use of "fair value pricing" to adjust the closing market prices of
foreign securities under certain circumstances, to reflect what the Manager
and the Board believe to be their fair value, and the imposition of
redemption fees may help deter those activities.

|X| Passive Foreign Investment Companies. The Fund may purchase the
securities of certain foreign investment corporations called passive foreign
investment companies ("PFICs"). Such entities have been the only or primary
way to invest in certain countries because some foreign countries limit, or
prohibit, all direct foreign investment in the securities of companies
domiciled therein. However, the governments of some countries have authorized
the organization of investment funds to permit indirect foreign investment in
such securities. For tax purposes, these funds also may be PFICs.

The Fund is subject to certain percentage limitations under the
Investment Company Act of 1940 (the "Investment Company Act") relating to the
purchase of securities of investment companies, and, consequently, the Fund
may have to subject any of its investment in other investment companies,
including PFICs, to the limitation that no more than 10% of the value of the
Fund's total assets may be invested in such securities. In addition to
bearing their proportionate share of a fund's expenses (management fees and
operating expenses), shareholders will also indirectly bear similar expenses
of such entities. Like other foreign securities, interests in PFICs also
involve the risk of foreign securities, as described above.

|X| Special Risks of Emerging Markets. Securities of issuers in emerging
markets may be more difficult to value or to sell at an acceptable price and
their prices may be more volatile than securities of companies in more
developed markets. Settlements of trades may be subject to greater delays so
that the Fund may not receive the proceeds of a sale of a security on a
timely basis. Emerging countries may have less developed trading markets and
exchanges. They may have less developed legal and accounting systems, and
investments in those markets may be subject to greater risks of government
restrictions on withdrawing the sales proceeds of securities from the
country. Economies of developing countries may be more dependent on
relatively few industries that may be highly vulnerable to local and global
changes. Governments may be more unstable and present greater risks of
nationalization or restrictions on foreign ownership of stocks of local
companies. As a result of these risk factors, these investments may be very
speculative.

How Risky is the Fund Overall? The risks described above collectively
form the overall risk profile of the Fund, and can affect the value of the
Fund's investments, its investment performance and its price per share.
Particular investments and investment strategies also have risks. These risks
mean that you can lose money by investing in the Fund. When you redeem your
shares, they may be worth more or less than what you paid for them.

In the short term, foreign stocks can be volatile and the price of the
Fund's shares can go up and down substantially. The Fund generally does not
use income-oriented investments to help cushion the Fund's total return from
changes in stock prices, except for defensive or liquidity purposes. The
Fund is generally an aggressive investment vehicle, designed for investors
willing to assume greater risks in the hope of achieving long-term capital
appreciation. It is likely to be subject to greater fluctuations in its
share prices than funds that do not invest in foreign securities (especially
emerging market securities) or funds that focus on both stocks and bonds.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the performance of the Fund's Non-Service
Shares from year to year for the last ten calendar years and by showing how
the average annual total returns of the Fund's shares for 1, 5 and 10 years,
or for the life of class, compare to a broad-based market index. The Fund's
past investment performance is not necessarily an indication of how the Fund
will perform in the future.

Annual Total Returns (Non-Service Shares) (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

Charges that apply to separate accounts investing in the Fund are not
included in the calculations of return in this bar chart, and if those
charges were included, the returns would be less than those shown. During
the period shown in the bar chart for the Non-Service Shares, the highest
return (not annualized) for a calendar quarter was 36.91% (4QTR99) and the
lowest return for a calendar quarter was -29.00% (3QTR02).

----------------------------- 5 Years 10 Years
Average Annual Total Returns 1 Year (or life of (or life of
for the periods ended class if less) class if less)
December 31, 2004
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer International 17.86% -2.81% 7.71%
Growth Fund/VA Non-Service
Shares (inception 5/13/92)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Morgan Stanley Capital
International EAFE Index
(reflects no deduction for 20.70% -0.80% 5.94%1
fees, expenses and taxes)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer International
Growth Fund/VA Service Shares 17.15% 3.51%2 N/A
(inception 3/19/01)
-------------------------------------------------------------------------------
1. Since 12/31/94.
2. Since Inception (3/19/01).

The Fund's average annual total returns in the table measure the performance
of a hypothetical account without deducting charges imposed by the separate
accounts that invest in the Fund and assume that all dividends and capital
gains distributions have been reinvested in additional shares. Because the
Fund invests primarily in foreign stocks, the Fund's performance is compared
to the Morgan Stanley Capital International EAFE Index, an unmanaged index of
equity securities listed on 20 principal stock markets of Europe, Asia and
Australia. The index performance includes reinvestment of income but does
not reflect transaction costs, fees, expenses or taxes. The Fund may have
investments that vary from the index.

The Fund's total returns should not be expected to be the same as the returns
of other Oppenheimer funds, even if funds have the same portfolio managers
and/or similar names.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund. The Fund pays a
variety of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted
from the Fund's assets to calculate the Fund's net asset values per share.
All shareholders therefore pay those expenses indirectly. The numbers below
are based on the Fund's expenses during its fiscal year ended December 31,
2004.

Shareholder Fees. The Fund does not charge any initial sales charge to buy
shares or to reinvest dividends. There are no exchange fees or redemption
fees and no contingent deferred sales charges. Please refer to the
accompanying prospectus of the participating insurance company for
information on initial or contingent deferred sales charges, exchange fees or
redemption fees for that variable life insurance policy, variable annuity or
other investment product. Those charges and fees are not reflected in the
table below.

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

------------------------------------------------------------------------------
Non-Service Shares Service Shares
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Management Fees 1.00% 1.00%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Distribution and Service N/A 0.25%
(12b-1) Fees
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Other Expenses 0.08% 0.34%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Total Annual Operating Expenses 1.08% 1.59%
------------------------------------------------------------------------------
Expenses may vary in future years. "Other Expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses the Fund pays. The
expenses above for the service shares class are based upon service fees
currently in effect. The Fund's transfer agent has voluntarily agreed to
limit transfer and shareholder servicing agent fees to 0.35% per fiscal
year, for both classes. That undertaking may be amended or withdrawn at
any time. For the Fund's fiscal year ended December 31, 2004, the
transfer agent fees did not exceed the expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and reinvest your dividends and distributions.

The example assumes that you redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each
year and that the class's operating expenses remain the same. Your actual
costs may be higher or lower because expenses will vary over time. Based on
these assumptions your expenses would be as follows:

--------------------------------------------------------------------------------
If shares are redeemed: 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Non-Service Shares $111 $345 $599 $1,324
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Service Shares $237 $427 $739 $1,623
--------------------------------------------------------------------------------

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's investment holdings among the different investments will vary over
time based upon the Manager's evaluation of economic and market trends. The
Fund's portfolio might not always include all of the different types of
investments described below. The Statement of Additional Information
contains more detailed information about the Fund's investment policies and
risks.

The Manager tries to reduce risks by carefully researching securities
before they are purchased. The Fund attempts to reduce its exposure to
market risks by diversifying its investments, that is, by not holding a large
percentage of the stock of any one company and by not investing too great a
percentage of the Fund's assets in any one company. Also, the Fund does not
concentrate 25% or more of its total assets in investments in any one
industry.

|X| Growth Stock Investments. The Fund emphasizes investments in
common stocks of foreign companies that the Manager believes have growth
potential. Growth companies can be new or established companies that may be
developing new products or services, that have relatively favorable
prospects, or that are expanding into new and growing markets. Current
examples include companies in the fields of telecommunications,
pharmaceuticals, computer software, and new consumer products.

Growth companies may be applying new technology, new or improved
distribution techniques or developing new services that might enable them to
capture a dominant or important market position. They may have a special
area of expertise or the capability to take advantage of changes in
demographic factors in a more profitable way than competitors.

Growth companies tend to retain a large part of their earnings for
research, development or investment in capital assets. Therefore, they might
not emphasize paying dividends, and might not pay any dividends for some
time. They are selected for the Fund's portfolio because the Manager
believes the price of the stock will increase over the long term, relative to
the overall stock market. However, growth stocks may be more volatile than
other stock investments. They may lose favor with investors if the issuer's
business plans do not produce the expected results or they may be subject to
more volatility because of investor speculation about the issuer's prospects.

|X| Risks of Small- and Mid- Cap Stocks. Stocks of small- and
mid-sized companies may have more limited product lines or markets for their
products or more limited access to financial resources than larger, more
established companies. Their stocks may be more volatile and/or less liquid
than those of larger issuers. That means the Fund could have greater
difficulty selling their securities at an acceptable price, especially in
periods of market volatility. That factor increases the potential for losses
to the Fund.

To the extent that a fund invests significantly in high yield bonds or
small-cap equity securities, because those types of securities may be traded
infrequently, investors may seek to trade fund shares based on their
knowledge or understanding of the value of those types of securities (this is
sometimes referred to as "price arbitrage"). Certain Oppenheimer funds that
invest a significant amount of their assets in high yield bonds and/or
small-cap equity securities impose a 2% redemption fee in certain
circumstances to attempt to deter such price arbitrage. Such price arbitrage,
if otherwise successful, might interfere with the efficient management of a
fund's portfolio to a greater degree than would be the case for funds that
invest in more liquid securities, because the Fund may have difficulty
selling those securities at advantageous times or prices to satisfy the
liquidity requirements created by large and/or frequent trading activity.
Successful price arbitrage activities might also dilute the value of fund
shares held by other shareholders.

|X| Foreign Securities. The Fund can buy stocks and other equity
securities of companies organized under the laws of a foreign country or
companies that have a substantial portion of their operations or assets
abroad, or derive a substantial portion of their revenue or profits from
businesses, investments or sales outside the U.S. Foreign securities include
securities traded primarily on foreign securities exchanges or in foreign
over-the-counter markets. The Fund considers securities of foreign issuers
that are represented in the U.S. securities markets by American Depository
Receipts ("ADRs") or similar depository arrangements to be "foreign
securities" for purposes of its investment allocations. The Fund can also
buy debt securities issued by foreign companies, but they would primarily be
convertible securities. It can buy debt securities issued by foreign
governments or their agencies, but these are not expected to be a main
investment strategy of the Fund.

The Fund can invest up to 25% of its total assets in securities of
companies based in "emerging" markets. An issuer is considered by the Fund
to be located in an emerging market if:
o the issuer is organized under the law of an emerging country;
o the issuer's principal securities trading market is in an emerging
market; or
o at least 50% of the issuer's non-current assets, capitalization, gross
revenue or profit is derived (directly or indirectly) from assets or
activities located in emerging markets.

|X| Portfolio Turnover. The Fund ordinarily does not, but may, engage
in active trading to try to achieve its objective. Increased portfolio
turnover creates higher brokerage and transaction costs for the Fund (and may
reduce performance). For a contract owner, any increase in realized gains
will generally not be taxable directly but may affect the owner's tax basis
in the account. The Financial Highlights table at the end of this Prospectus
shows the Fund's turnover rates during prior fiscal years.

|X| Special Fund Diversification Requirements. To enable a variable
annuity or variable life insurance contract based on an insurance company
separate account to qualify for favorable tax treatment under the Internal
Revenue Code, the underlying investments must follow special diversification
requirements that limit the percentage of assets that can be invested in
securities of particular issuers. The Fund's investment program is managed
to meet those requirements, in addition to other diversification requirements
under the Internal Revenue Code and the Investment Company Act that apply to
publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could cause
earnings on a contract owner's interest in an insurance company separate
account to be taxable income. Those diversification requirements might also
limit, to some degree, the Fund's investment decisions in a way that could
reduce its performance.

|X| Can the Fund's Investment Objective and Policies Change? The Board
of Directors may change non-fundamental investment policies without
shareholder approval, although significant changes will be described in
amendments to this Prospectus. Fundamental policies are those that cannot be
changed without the approval of a majority of the Fund's outstanding voting
shares. The Fund's investment objective is not a fundamental policy, but
will not be changed by the Board of Directors without advance notice to
shareholders. Investment restrictions that are fundamental policies are
listed in the Statement of Additional Information. An investment policy is
not fundamental unless this Prospectus or the Statement of Additional
Information says that it is.

Other Investment Strategies. To seek its objective, the Fund can also use
the investment techniques and strategies described below. The Fund might not
always use all of them. These techniques have certain risks, although some
are designed to help reduce overall investment or market risks.

|X| Investing in Special Situations. At times, the Fund might use
aggressive investment techniques. These might include seeking to benefit
from what the portfolio manager perceives to be "special situations," such as
mergers, reorganizations or other unusual events expected to affect a
particular issuer. However, there is a risk in investing in special
situations that the change or event might not occur, which could have a
negative impact on the price of the issuer's security. The Fund's investment
might not produce the expected gains or could incur a loss for the Fund.

|X| Cyclical Opportunities. The Fund might also seek to take
advantage of changes in the business cycle by investing in companies that are
sensitive to those changes if the portfolio manager believes they have growth
potential. For example, when the economy is expanding, companies in the
consumer durables and technology sectors might benefit and present long-term
growth opportunities. The Fund focuses on seeking growth over the long term
but on occasion might seek to take tactical advantage of short-term market
movements or events affecting particular issuers or industries. There is the
risk that those securities might lose value when the issuer or industry is
out of phase in the business cycle.

|X| Debt Securities. The Fund can also invest up to 20% of its total
assets in debt securities when the Manager believes that it is appropriate in
seeking the Fund's objective. The Fund can buy debt securities issued by
foreign governments, by supranational organizations such as the World Bank,
or by companies. Those debt securities may be rated or unrated. The Fund
can invest up to 15% of its total assets in debt securities that are below
investment grade. Those lower-rated debt securities are commonly called
"junk bonds," and have greater risks of default than investment-grade
securities. The Fund currently does not intend to invest more than 5% of its
total assets in securities rated below investment grade. The Fund does not
expect that its holdings of debt securities, including convertible securities
will normally represent more than 5% of its total assets.

|_| Convertible Securities. While the Fund emphasizes
investments in common stocks, it can also buy securities convertible into
common stock. Although some convertible securities are debt securities, the
Manager considers some of them to be "equity equivalents" because of the
conversion feature and in those cases their rating has less impact on the
investment decision than in the case of other debt securities. Nevertheless,
convertible debt securities, like other debt securities, are subject to both
"credit risk" (the risk that the issuer will not pay interest or repay
principal in a timely manner) and "interest rate risk" (the risk that the
prices of the securities will be affected inversely by changes in prevailing
interest rates).

The Fund can buy below-investment-grade convertible debt securities,
which are subject to greater risks of default than investment-grade
securities. To the extent the Fund buys debt securities it will focus
primarily on investment-grade securities.

|X| Investing in Domestic Securities. The Fund does not expect to
invest more than 10% of its assets in securities of U.S. issuers as part of
its normal investment program. However, it can hold common and preferred
stocks as well as debt securities of U.S. companies, and can also invest in
U.S. corporate and government debt securities for defensive and liquidity
purposes.

|X| Illiquid and Restricted Securities. Investments may be illiquid
because there is no active trading market for them. That might make it
difficult to value them or dispose of them promptly at an acceptable price.
A restricted security is one that has a contractual restriction on its resale
or which cannot be sold publicly until it is registered under the Securities
Act of 1933. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities. Certain restricted securities that are
eligible for resale to qualified institutional purchasers may not be subject
to that limit. The Manager monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain adequate
liquidity.

|X| Repurchase Agreements. The Fund can enter into repurchase
agreements. In a repurchase transaction, the Fund buys a security and
simultaneously sells it to the vendor for delivery at a future date.
Repurchase agreements must be fully collateralized. However, if the vendor
fails to pay the resale price on the delivery date, the Fund could incur
costs in disposing of the collateral and might experience losses if there is
any delay in its ability to do so. There is no limit on the amount of the
Fund's net assets that may be subject to repurchase agreements of seven days
or less.

|X| Derivative Investments. The Fund can use a number of different
kinds of "derivative" investments, although it does not do so currently to a
significant degree and is not required to use them to seek its goal. In
general terms, a derivative investment is an investment contract whose value
depends on (or is derived from) the value of an underlying asset, interest
rate or index. In the broadest sense, exchange-traded options, futures
contracts, forward contracts and other hedging instruments the Fund might use
can be considered "derivative" investments. In addition to using derivatives
for hedging, the Fund might use other derivative investments because they
offer the potential for increased value.

|_| Special Risks of Derivative Investments. Markets underlying
securities and indices may move in a direction not anticipated by the
Manager. Interest rate and stock market changes in the U.S. and abroad may
also influence the performance of derivatives. If the issuer of the
derivative does not pay the amount due, the Fund can lose money on the
investment. Also, the underlying security or investment on which the
derivative is based, and the derivative itself, may not perform the way the
Manager expected it to perform. If that happens, the Fund's share price
could decline.

The Fund has limits on the amount of particular types of derivatives it
can hold. However, using derivatives can cause the Fund to lose money on its
investments and/or increase the volatility of its share prices. As a result
of these risks the Fund could realize less return from the investment than
expected. Certain derivative investments held by the Fund may be illiquid.

|X| Hedging. The Fund can buy and sell certain kinds of futures
contracts, forward contracts, currency swaps and exchange-traded call
options, including call options on futures contracts, foreign currencies and
broadly-based securities indices. These are all referred to as "hedging
instruments." Although the Fund can use forward contracts, options or
futures to hedge foreign currency risks when buying and selling securities,
it does not currently use them or other types of hedging extensively and does
not use hedging instruments for speculative purposes. It has limits on its
use of hedging. The Fund is not required to use hedging instruments in
seeking its goal.

Some of these strategies would hedge the portfolio against price
fluctuations. Other hedging strategies, such as buying futures and call
options, would tend to increase the Fund's exposure to the securities
market. Forward contracts could be used to try to manage foreign currency
risks on the Fund's foreign investments. Foreign currency options could be
used to try to protect against declines in the dollar value of foreign
securities the Fund owns, or to protect against an increase in the dollar
cost of buying foreign securities.

Options trading involves the payment of premiums and has special tax
effects on the Fund. There are also special risks in particular hedging
strategies. If the Manager uses a hedging instrument at the wrong time or
judges market conditions incorrectly, the strategy could reduce the Fund's
return. The Fund could also experience losses if the price of its futures
and options positions were not correlated with its other investments or if it
could not close out a position because of an illiquid market.

Temporary Defensive and Interim Investments. In times of adverse or unstable
market, economic or political conditions, the Fund can invest up to 100% of
its assets in temporary investments that are inconsistent with the Fund's
principal investment strategies. Generally they would be cash equivalents
(such as commercial paper in the top two rating categories of national rating
organizations), money market instruments, short-term debt securities, U.S. or
foreign government securities, or repurchase agreements. They can also
include other investment grade debt securities. The Fund might also hold
these types of securities pending the investment of proceeds from the sale of
Fund shares or investment securities or to meet anticipated redemptions of
Fund shares. To the extent the Fund invests defensively in these securities,
it might not achieve its investment objective of capital growth.

|X| Portfolio Holdings. The Fund's portfolio holdings are included in
semi-annual and annual reports that are distributed to shareholders of the
Fund within 60 days after the close of the period for which such report is
being made. The Fund also makes disclosures of its portfolio securities
holdings in its Statement of Investments on Form N-Q, which is filed with the
Securities and Exchange Commission (the "SEC") no later than 60 days after
the close of the first and third fiscal quarters. These additional quarterly
filings are publicly available at the SEC. Therefore, portfolio holdings of
the Fund are made publicly available no later than 60 days after the close of
the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolios securities is available in the Fund's
Statement of Additional Information.

How the Fund Is Managed

The Manager. The Manager chooses the Fund's investments and handles its
day-to-day business. The Manager carries out its duties, subject to the
policies established by the Fund's Board of Directors, under an investment
advisory agreement that states the Manager's responsibilities. The agreement
sets the fees the Fund pays to the Manager and describes the expenses that
the Fund is responsible to pay to conduct its business.

The Manager has operated as an investment adviser since January 1960.
The Manager and its subsidiaries and controlled affiliates managed more than
$170 billion in assets as of March 31, 2005, including other Oppenheimer
funds with more than 7 million shareholder accounts. The Manager is located
at Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New
York 10281-1008.

|X| Portfolio Manager. The Fund is managed by George R. Evans. Mr.
Evans is the Fund's portfolio manager and has been the person primarily
responsible for the day-to-day management of the Fund since October 1999. He
has also been the Director of International Equities since July 2004. He is
portfolio manager and officer of other funds in the OppenheimerFunds complex.

The Statement of Additional Information provides additional information
about the portfolio manager's compensation, other accounts he manages and his
ownership of Fund shares.

|X| Advisory Fees. Under the investment advisory agreement, the Fund
pays the Manager an advisory fee at an annual rate that declines on
additional assets as the Fund grows: 1.00% of the first $250 million of
average daily net assets of the Fund and 0.90% of average daily net assets in
excess of $250 million. The Fund's management fee for the fiscal year ended
December 31, 2004 was 1.00% of average annual net assets.

Possible Conflicts of Interest. The Fund offers its shares to separate
accounts of different insurance companies as an investment for their variable
annuity, variable life and other investment product contracts. While the
Fund does not foresee any disadvantages to contract owners from these
arrangements, it is possible that the interests of owners of different
contracts participating in the Fund through different separate accounts might
conflict. For example, a conflict could arise because of differences in tax
treatment.

The Fund's Board has procedures to monitor the portfolio for possible
conflicts to determine what action should be taken. If a conflict occurs,
the Board might require one or more participating insurance company separate
accounts to withdraw their investments in the Fund. That could force the Fund
to sell securities at disadvantageous prices, and orderly portfolio
management could be disrupted. Also, the Board might refuse to sell shares
of the Fund to a particular separate account, or could terminate the offering
of the Fund's shares if required to do so by law or if it would be in the
best interests of the shareholders of the Fund to do so.

Pending Litigation. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor and
Transfer Agent, as well as 51 of the Oppenheimer funds (collectively the
"funds") not including the Fund, 31 present and former Directors or Trustees
and 9 present and former officers of certain of the funds. This complaint,
initially filed in the U.S. District Court for the Southern District of New
York on January 10, 2005 and amended on March 4, 2005, consolidates into a
single action and amends six individual previously-filed putative derivative
and class action complaints. Like those prior complaints, the complaint
alleges that the Manager charged excessive fees for distribution and other
costs, improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of the funds, and
failed to properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act of
1940. Also, like those prior complaints, the complaint further alleges that
by permitting and/or participating in those actions, the Directors/Trustees
and the Officers breached their fiduciary duties to Fund shareholders under
the Investment Company Act and at common law. The complaint seeks
unspecified compensatory and punitive damages, rescission of the funds'
investment advisory agreements, an accounting of all fees paid, and an award
of attorneys' fees and litigation expenses.

The Manager and the Distributor believe the claims asserted in these law
suits to be without merit, and intend to defend the suits vigorously. The
Manager and the Distributor do not believe that the pending actions are likely
to have a material adverse effect on the Fund or on their ability to perform
their respective investment advisory or distribution agreements with the Fund.

INVESTING IN THE FUND

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by
separate investment accounts of participating insurance companies as an
underlying investment for variable life insurance policies, variable annuity
contracts or other investment products. Individual investors cannot buy
shares of the Fund directly. Please refer to the accompanying prospectus of
the participating insurance company for information on how to select the Fund
as an investment option for that variable life insurance policy, variable
annuity or other investment product. That prospectus will indicate whether
you are only eligible to purchase Service shares of the Fund. The Fund
reserves the right to refuse any purchase order when the Manager believes it
would be in the Fund's best interests to do so.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Fund shares may interfere with the Manager's ability to manage
the Fund's investments efficiently, increase the Fund's transaction and
administrative costs and/or affect the Fund's performance, depending on
various factors, such as the size of the Fund, the nature of its investments,
the amount of Fund assets the portfolio manager maintains in cash or cash
equivalents, the aggregate dollar amount and the number and frequency of
trades. If large dollar amounts are involved in redemption transactions, the
Fund might be required to sell portfolio securities at unfavorable times to
meet redemption requests, and the Fund's transaction or administrative
expenses might be increased.

Limits on Disruptive Activity. Therefore, the Manager and the Fund's Board of
Trustees have adopted the following policies and procedures to detect and
prevent frequent and/or excessive purchase and redemption activity, while
balancing the needs of investors. There is no guarantee that the policies and
procedures described below will be sufficient to identify and deter excessive
short-term trading.
o The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would
be disruptive.
o The Transfer Agent will attempt to monitor overall purchase and
redemption activity in the accounts of participating insurance
companies to seek to identify patterns that may suggest excessive
trading by the underlying owners. If evidence of possible
excessive trading activity is observed by the Transfer Agent, the
participating insurance companies or other registered owners will
be asked to review account activity in their respective accounts,
and to confirm to the Transfer Agent and the Fund that
appropriate action has been taken to curtail any excessive
trading activity. However, the Transfer Agent's ability to
monitor and deter excessive short-term trading in omnibus or
street name accounts ultimately depends on the capability and
cooperation of the participating insurance companies controlling
their respective accounts.

Monitoring the Policies. The Transfer Agent might not be able to detect
excessive short term trading activity facilitated by, or in accounts
maintained in, the "omnibus" or "street name" accounts of a participating
insurance company. The Fund has asked its participating insurance companies
for their cooperation in trying to prevent excessive short term trading
activity in their separate accounts by investors and their financial
advisors. While the Fund recognizes that some contract owners may engage in
periodic asset allocation and re-balancing of fund investments in their
accounts, making an "exchange" out of the Fund within 30 days of buying
shares (by the sale of the recently purchased Fund's shares and the purchase
of shares of another fund), or making more than four "round trip exchanges"
between funds in a year, may be considered excessive short-term trading
activity. Separate accounts under common ownership or control are combined
for calculating these limits.

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
Information about your investment in the Fund through your variable annuity
contract, variable life insurance policy or other plan can be obtained only
from your participating insurance company or its servicing agent. The Fund's
Transfer Agent does not hold or have access to those records. Instructions
for buying or selling shares of the Fund should be given to your insurance
company or its servicing agent, not directly to the Fund or its Transfer
Agent.
------------------------------------------------------------------------------

AT WHAT PRICE ARE SHARES SOLD? Shares are sold to participating insurance
companies at their offering price, which is the net asset value per share.
The Fund does not impose any sales charge on purchases of its shares. If
there are any charges imposed under the variable annuity, variable life or
other contract through which Fund shares are purchased, they are described in
the accompanying prospectus of the participating insurance company.

The net asset value per share for a class of shares on a "regular business
day" is determined by dividing the value of the Fund's net assets
attributable to that class by the number of shares of that class outstanding
on that day. To determine net asset values, the Fund assets are valued
primarily on the basis of current market quotations. If market quotations
are not readily available or do not accurately reflect fair value for a
security (in the Manager's judgment) or if a security's value has been
materially affected by events occurring after the close of the exchange or
market on which the security is principally traded, that security may be
valued by another method that the Board of Directors believes accurately
reflects the fair value. Because some foreign securities trade in markets
and on exchanges that operate on weekends and U.S. holidays, the values of
some or the Fund's foreign investments may change on days when investors
cannot buy or redeem Fund shares.

The Board has adopted valuation procedures for the Fund and has delegated the
day-to-day responsibility for fair value pricing determinations to the
Manager's Valuation Committee. Fair value determinations by the Manager are
subject to review, approval and ratification by the Board at its next
scheduled meeting after the fair valuations are determined. In determining
whether current market prices are readily available and reliable, the Manager
monitors the information it receives in the ordinary course of its investment
management responsibilities for significant events that it believes in good
faith will affect the market prices of the securities of issuers held by the
Fund. Those may include events affecting specific issuers (for example, a
halt in trading of the securities of an issuer on an exchange during the
trading day) or events affecting securities markets (for example, a foreign
securities market closes early because of a natural disaster). The Fund uses
fair value pricing procedures to reflect what the Manager and the Board
believe to be more accurate values for its portfolio securities, although it
may not always be able to do so.

If, after the close of the principal market on which a security held by the
Fund is traded and before the time as of which the Fund's net asset values
are calculated that day, a significant event occurs that the Manager learns
of and believes in the exercise of its judgment will cause a material change
in the value of that security from the closing price of the security on the
principal market on which it is traded, the Manager will use its best
judgment to determine a fair value for that security.

The offering price that applies to an order from a participating insurance
company is based on the next calculation of the net asset value per share
that is made after the insurance company (as the Fund's designated agent to
receive purchase orders) receives a purchase order from its contract or
policy owners to purchase Fund shares on a regular business day, provided
that the Fund receives the order from the insurance company by 9:30 a.m. on
the next regular business day at the offices of its Transfer Agent in
Colorado.

|X| Classes of Shares. The Fund has four classes of shares
authorized. The Fund offers only two different classes of shares. The class
designated as Service shares are subject to a distribution and service plan.
The impact of the expenses of the Plan on Service shares is described below.
The class of shares that is not subject to a Plan is referenced to as
Non-Service Shares. The different classes of shares represent investments in
the same portfolio of securities but are expected to have different expenses
and share prices.

Distribution and Service Plan for Service Shares The Fund has adopted a
Distribution and Service Plan for Service shares to pay the distributor for
distribution related services, personal services and account maintenance for
the Fund's Service shares. Under the Plan, payments are made quarterly at an
annual rate of up to 0.25% of the average annual net assets of Service shares
of the Fund. Because these fees are paid out of the Fund's assets on an
on-going basis, over time these fees will increase the cost of your
investment and may cost you more than other types of fees or sales charges.
The Distributor currently uses all of those fees to compensation sponsor(s)
of the insurance product that offers Fund shares, for providing personal
service and maintenance of accounts of their variable contract owners that
hold Service shares.

How Are Shares Redeemed? As with purchases, only the participating insurance
companies that hold Fund shares in their separate accounts for the benefit of
variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract holders and
policy holders should not directly contact the Fund or its Transfer Agent to
request a redemption of Fund shares. Contract owners should refer to the
withdrawal or surrender instructions in the accompanying prospectus of the
participating insurance company.

The share price that applies to a redemption order is the next net
asset value per share that is determined after the participating insurance
company (as the Fund's designated agent) receives a redemption request on a
regular business day from its contract or policy holder, provided that the
Fund receives the order from the insurance company by 9:30 a.m. the next
regular business day at the office of its Transfer Agent in Colorado. The
participating insurance company must receive that order before the close of
the Exchange (normally 4:00 p.m. Eastern time). The Fund normally sends
payment by Federal Funds wire to the insurance company's account the day
after the Fund receives the order (and no later than seven days after the
Fund's receipt of the order). Under unusual circumstances determined by the
SEC, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class
of shares from net investment income on an annual basis. Dividends and
distributions will generally be lower for Service shares, which normally have
higher expenses. The Fund has no fixed dividend rate and cannot guarantee
that it will pay any dividends.

All dividends (and any capital gains distributions) will be reinvested
automatically in additional Fund shares at net asset value for the account of
the participating insurance company (unless the insurance company elects to
have dividends or distributions paid in cash).

Capital Gains. The Fund may realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term
or long-term capital gains each year. The Fund may make supplemental
distributions of dividends and capital gains following the end of its fiscal
year. There can be no assurance that the Fund will pay any capital gains
distributions in a particular year.

Taxes. For a discussion of the tax status of a variable annuity contract, a
variable life insurance policy or other investment product of a participating
insurance company, please refer to the accompanying prospectus of your
participating insurance company. Because shares of the Fund may be purchased
only through insurance company separate accounts for variable annuity
contracts, variable life insurance policies or other investment products,
dividends paid by the Fund from net investment income and distributions (if
any) of net realized short-term and long-term capital gains will be taxable,
if at all, to the participating insurance company, although they may affect
the tax basis of certain types of distributions from those accounts.

This information is only a summary of certain federal income tax
information about an investment in Fund shares. You should consult with your
tax adviser or your participating insurance company representative about the
effect of an investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
the Fund's independent registered public accounting firm, whose report, along
with the Fund's financial statements, is included in the Statement of
Additional Information, which is available on request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 17.86% 50.13% (28.51)% (24.31)% (9.43)%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $110,679 $92,027 $62,091 $ 99,831 $144,901
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 96,388 $70,042 $83,511 $117,814 $162,028
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 0.64% 0.37% 1.17% 0.69% 0.24%
Total expenses 1.08% 5 1.12% 5 1.12% 5 1.05% 5 1.17% 5
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 30% 71% 40% 44% 72%

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

2. Less than $0.005 per share.

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

4. Annualized for periods of less than one full year.

5. Reduction to custodian expenses less than 0.01%.

INFORMATION AND SERVICES
For More Information on Oppenheimer International Growth Fund/VA
The following additional information about the Fund is available without
charge upon request:

STATEMENT OF ADDITIONAL INFORMATION. This document includes additional
information about the Fund's investment policies, risks, and operations. It
is incorporated by reference into this Prospectus (which means it is legally
part of this Prospectus).

ANNUAL AND SEMI-ANNUAL REPORTS. Additional information about the Fund's
investments and performance is available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Fund's
performance during its last fiscal year.

How to Get More Information
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, the notice explaining the Fund's privacy policy and
other information about the Fund or your account:

---------------------------------------------------------------------------
By Telephone: Call OppenheimerFunds Services toll-free:
---------------------------------------------------------------------------
1.800.981.2871

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090. Reports and other information
about the Fund are available on the EDGAR database on the SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a
duplicating fee by electronic request at the SEC's e-mail address:
publicinfo@sec.gov or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor
a solicitation of an offer to buy shares of the Fund, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.

The Company's SEC File No.: 811-3255
PRO616.001.0405 Printed on recycled paper.

Appendix to Prospectus of
Panorama Series Fund, Inc.
Oppenheimer International Growth Fund/VA

Graphic material included in the Prospectus of Oppenheimer
International Growth Fund/VA: "Annual Total Returns (as of 12/31 each year)":

A bar chart will be included in the Prospectus of Oppenheimer
International Growth Fund/VA depicting the annual total returns of a
hypothetical investment in shares of the Fund for each of the calendar years
since the Fund's inception. Set forth below are the relevant data points
that will appear in the bar chart:

----------------------------------------------------
Calendar Year Ended 12/31 Annual Total Return
----------------------------------------------------
----------------------------------------------------
1995 10.30%
----------------------------------------------------
----------------------------------------------------
1996 13.26%
----------------------------------------------------
----------------------------------------------------
1997 8.11%
----------------------------------------------------
----------------------------------------------------
1998 19.40%
----------------------------------------------------
----------------------------------------------------
1999 50.37%
----------------------------------------------------
----------------------------------------------------
2000 -9.43%
----------------------------------------------------
----------------------------------------------------
2001 -24.31%
----------------------------------------------------
----------------------------------------------------
2002 -28.51%
----------------------------------------------------
----------------------------------------------------
2003 50.13%
----------------------------------------------------
----------------------------------------------------
2004 17.86%
----------------------------------------------------

Total Return

Total Return Portfolio
A Series of Panorama Series Fund, Inc.

Prospectus dated April 29, 2005

Total Return Portfolio is a
mutual fund that seeks to maximize
total investment return by
allocating its assets among
investments in stocks, corporate
bonds, U.S. government securities
and money market instruments.

Shares of the Portfolio are
sold only as an underlying
investment for variable life
insurance policies, variable annuity
contracts and other insurance
company separate accounts. A
prospectus for the insurance product
you have selected accompanies this
Prospectus and explains how to
select shares of the Portfolio as an
As with all mutual funds, the investment under that insurance
Securities and Exchange Commission product.
has not approved or disapproved the
Portfolio's securities nor has it This Prospectus contains
determined that this Prospectus is important information about the
accurate or complete. It is a Portfolio's objective, its
criminal offense to represent investment policies, strategies and
otherwise. risks. Please read this Prospectus
(and your insurance product
prospectus) carefully before you
invest and keep them for future
reference about your investment.

Contents

About the Portfolio
------------------------------------------------------------------------------

The Portfolio's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Portfolio

The Portfolio's Past Performance

Fees and Expenses of the Portfolio

About the Portfolio's Investments

How the Portfolio is Managed

Investing in the Portfolio
------------------------------------------------------------------------------

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Portfolio

The Portfolio's Investment Objective and Principal Investment Strategies

What Is the Portfolio's Investment Objective? The Portfolio seeks to
maximize total investment return (including capital appreciation and income)
principally by allocating its assets among stocks, corporate bonds, U.S.
government securities and money market instruments, according to changing
market conditions.

What Does the Portfolio Invest In? The Portfolio invests mainly in common
stocks, corporate bonds, U.S. government securities (including
mortgage-related securities), and short-term notes. The Portfolio's
investment Manager, OppenheimerFunds, Inc. (the "Manager"), can allocate the
Portfolio's investments among these different types of securities in
different proportions at different times to seek the Portfolio's goal. That
allocation is based on the Manager's judgment of where the best opportunities
are after evaluating market and economic conditions.

Normally, at least 25% of the Portfolio's total assets will be invested
in fixed income senior securities. Otherwise, the Portfolio is not required
to allocate its investments among stocks, corporate bonds, U.S. government
securities and money market instruments in any fixed proportion and the
relative weighting of those asset classes in the Portfolio's holdings will
change over time. Therefore, the Portfolio might have some of its assets
invested in each asset class or it might not invest in certain asset classes
at times.

o Stocks. The Portfolio can buy a variety of domestic and foreign stocks
and other equity investments, including common and preferred stocks, warrants
and securities convertible into common stock. The Portfolio can buy
securities of companies of different market capitalization ranges.
Currently, the Portfolio invests primarily in the securities of domestic
large capitalization companies. There are limits on the Portfolio's
investments in foreign securities.

o Debt Securities. The Portfolio can invest in a variety of debt
securities, including securities issued or guaranteed by the U.S. government
and its agencies and federally-chartered corporate entities referred to as
"instumentalities." The Portfolio can buy mortgage-related securities and
collateralized mortgage obligations ("CMOs") issued or guaranteed by the U.S.
government or private issuers. It can also buy municipal securities, foreign
government securities, and domestic and foreign corporate debt obligations.
The Portfolio can buy bonds rated below investment grade (these are commonly
called "junk bonds"), but currently limits these investments to not more than
5% of its assets.

o Money Market Instruments. The Portfolio can hold money market
instruments, such as short-term U.S. government securities, commercial paper
and bank instruments as part of its normal investment program, or for cash
management purposes, or as a defensive investment when the Manager believes
that the securities markets are unstable.

The Portfolio can also use hedging instruments and certain derivative
investments to try to manage investment risks. These investments are more
fully explained in "About the Portfolio's Investments," below.

|X| How Do the Portfolio Managers Decide What Securities to Buy or
Sell? In selecting securities for purchase or sale by the Portfolio, the
portfolio managers follow an investment process that uses quantitative tools
to analyze market dynamics and economic trends to help determine the
allocation of the Portfolio's investments over different asset classes. In
selecting stocks for the Portfolio, the portfolio managers use a systematic
and disciplined quantitative investment style. While this process and the
inter-relationship of the factors used may change over time and its
implementation may vary in particular cases, in general the investment
selection process includes the strategies described below:

|_| In selecting stocks, the portfolio managers use proprietary
quantitative valuation techniques, which incorporate data
derived from qualitative fundamental research, to identify
stocks within the S&P 500 Index that they consider to be
temporarily undervalued by various measures. Individual
stocks are selected for the Portfolio using a ranking
process based on those valuation models.
|_| The portfolio managers use both quantitative and fundamental analytical
tools, including internal research and reports by other
market analysts, to identify stocks within the selected
universe that may provide growth opportunities, for example,
by selecting stocks of issuers that have better earnings,
cash flow, revenues and/or other favorable characteristics
than analysts have expected. The portfolio managers, in
essence, seek to choose stocks having prices that are
relatively low in relation to what they consider to be the
stocks' real worth or future prospects with the expectation
that these stocks will increase in value when the market
re-evaluates the issuers.
|_| Seeking to reduce overall risks, the portfolio managers diversify the
Portfolio's equity positions by allocating investments among
industries within the S&P 500 Index.

In selecting fixed income securities for purchase or sale by the
Portfolio, the portfolio managers analyze the overall investment
opportunities and risks in different sectors of the debt securities markets
by focusing on business cycle analysis and relative values between the
corporate and government sectors. The portfolio managers' overall strategy is
to build a broadly diversified portfolio of corporate and government bonds.
The portfolio managers currently focus on the factors below (which may vary
in particular cases and may change over time), looking for:

|_| Debt securities in market sectors that offer attractive relative value.
|_| Investment-grade securities that offer more income than U.S. treasury
obligations with a good balance of risk and return.
|_| High income potential from different types of corporate and government
securities.
|_| Broad portfolio diversification to help reduce the volatility of the
Portfolio's share prices.

The portfolio manager monitors individual issuers for changes in
the factors above and these changes may trigger a decision to sell a
security. Generally, the "total return" sought by the Portfolio consists
of income earned on the Portfolio's investments, plus capital
appreciation, if any, which generally arises from decreases in interest
rates, improving credit fundamentals for a particular sector or
security, and managing pre-payment risks associated with
mortgage-related securities, as well as other techniques.
Who Is the Portfolio Designed For? The Portfolio's shares are available only
as an investment option under certain variable annuity contracts, variable
life insurance policies and investment plans offered through insurance
company separate accounts of participating insurance companies, for investors
seeking total investment return over the long term from a flexible portfolio
investing in different asset classes, including stocks, bonds and money
market instruments. Because the Portfolio invests a portion of its assets in
stocks, those investors should be willing to assume the risks of short-term
share price fluctuations that are typical for a fund that can have
substantial stock investments. Since the Portfolio's income level will
fluctuate, it is not designed for investors needing an assured level of
current income. The Portfolio is not a complete investment program.

Main Risks of Investing in the Portfolio

All investments carry risks to some degree. The Portfolio's
investments are subject to changes in their value from a number of factors
described below. There is also the risk that poor security selection by the
Manager will cause the Portfolio to underperform other funds having similar
objectives.

|X| Risks of Investing in Stocks. Stocks fluctuate in price, and their
short-term volatility at times can be great. Because the Portfolio typically
has substantial investments in common stocks, the value of the Portfolio's
investment holdings will be affected by changes in the stock markets. Market
risk will affect the Portfolio's net asset value per share, which will
fluctuate as the values of the Portfolio's investments change.

A variety of factors can affect the price of a particular stock and the
prices of individual stocks do not all move in the same direction uniformly
or at the same time. Different stock markets may behave differently from
each other. In particular, because the Portfolio's stock investments are
primarily in U.S. issuers, its share price will be affected by changes in
U.S. stock markets.

Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the
issuer. The Portfolio invests in securities of large companies but it can
also buy stocks of small and medium-size companies, which may have more
volatile stock prices than stocks of large companies.

Additionally, stocks of issuers in a particular industry may be
affected by changes in economic conditions, government regulations,
availability of basic resources or supplies, or other events that affect that
industry more than others. To the extent that the Portfolio increases the
relative emphasis of its investments in a particular industry, its share
values can fluctuate in response to events affecting that industry.

|X| Credit Risk. Debt securities are subject to credit risk. Credit
risk relates to the ability of the issuer of a security to make interest and
principal payments on the security as they become due. If the issuer fails to
pay interest, the Portfolio's income may be reduced and if the issuer fails
to repay principal, the value of that security and of the Portfolio's shares
may be reduced. While the Portfolio's investments in U.S. government
securities are subject to little credit risk, the Portfolio's other
investments in debt securities, particularly high-yield lower-grade debt
securities, are subject to risks of default.

|X| Interest Rate Risks. The prices of debt securities, including
U.S. government securities, are subject to change when prevailing interest
rates change. When interest rates fall, the values of already-issued debt
securities generally rise. When interest rates rise, the values of
already-issued debt securities generally fall. The magnitude of these
fluctuations will often be greater for longer-term debt securities than
shorter-term debt securities. The Portfolio's share prices can go up or down
when interest rates change because of the effect of the changes on the value
of the Portfolio's investments in debt securities.

|X| Prepayment Risk. Prepayment risk occurs when the mortgages
underlying a mortgage-related security are prepaid at a rate faster than
anticipated (usually, when interest rates fall) and the issuer of the
security can prepay the principal prior to the security's maturity.
Mortgage-related securities that are subject to prepayment risk, including
the CMOs and other mortgage-related securities that the Portfolio can buy,
generally offer less potential for gains when prevailing interest rates
decline, and have greater potential for loss than other debt securities when
interest rates rise.

The impact of prepayments on the price of a security may be difficult
to predict and may increase the volatility of the price. The Portfolio might
have to reinvest the proceeds of prepaid securities in new securities
offering lower yields. Additionally, the Portfolio can buy mortgage-related
securities at a premium. Accelerated prepayments on those securities could
cause the Portfolio to lose the portion of its principal investment
represented by the premium the Portfolio paid.

|X| Special Risks of Derivative Investments. The Portfolio can use
derivatives to seek increased returns or to try to hedge investment risks.
In general terms, a derivative investment is one whose value depends on (or
is derived from) the value of an underlying asset, interest rate or index.
Options, futures, mortgage-related securities and CMOs, asset-backed
securities and "stripped" securities are examples of derivatives the
Portfolio can use.

If the issuer of the derivative does not pay the amount due, the
Portfolio can lose money on the investment. Also, the underlying security or
investment on which the derivative is based, and the derivative itself, might
not perform the way the Manager expected it to perform. If that happens, the
Portfolio's share price could decline or the Portfolio could get less income
than expected. The Portfolio has limits on the amounts of particular types
of derivatives it can hold. However, using derivatives can cause the
Portfolio to lose money on its investments and/or increase the volatility of
its share prices.

How Risky is the Portfolio Overall? The risks described above
collectively form the risk profile of the Portfolio and can affect the value
of the Portfolio's investments, its investment performance and its price per
share. These risks mean that you can lose money by investing in the
Portfolio. When you redeem your shares, they may be worth more or less than
what you paid for them.

However, changes in the overall market prices of securities and the
income they pay can occur at any time. The share price of the Portfolio will
change daily based on changes in market prices of securities and market
conditions and in response to other economic events. There is no assurance
that the Portfolio will achieve its investment objective. In the short term,
the stock markets can be volatile, and the price of the Portfolio's shares
will go up and down as a result. The Portfolio's income-oriented investments
may help cushion the Portfolio's total return from changes in stock prices,
but fixed-income securities have their own risks, such as the risk of default
and changes in value when interest rates change. The Portfolio seeks to
reduce the effects of these risks by diversifying its investments over
different asset classes. The Portfolio may be less volatile than funds that
invest only in stocks but may be more volatile than funds that invest solely
in investment grade bonds.

An investment in the Portfolio is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.

The Portfolio's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Portfolio, by showing changes in the performance of the Portfolio's
shares from year to year for the last ten calendar years and by showing how
the average annual total returns of the Portfolio's shares for 1, 5 and 10
years compared to broad-based market indices. The Portfolio's past
investment performance is not necessarily an indication of how the Portfolio
will perform in the future.

Annual Total Returns (as of December 31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 12.35% (4QTR98) and the lowest return (not
annualized) for a calendar quarter was -11.40% (3QTR02).

-------------------------------------------------------------------------------
Average Annual Total
Returns for the periods ----------------
ended December 31, 2004 5 Years 10 Years
1 Year
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Return Portfolio 9.47% 0.57% 6.24%
(inception 9/30/82)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
S&P 500 Index 10.87% -2.30% 12.07%1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Merrill Lynch Corporate 4.15% 7.95% 7.78%1
Gov't Master Index
-------------------------------------------------------------------------------
1. From 12/31/94.
The Portfolio's average annual total returns measure the performance of a
hypothetical account without deducting charges imposed by the separate
accounts that invest in the Portfolio and assume that all dividends and
capital gains distributions have been reinvested in additional shares.
Because the Portfolio invests in stocks and bonds, its performance is
compared to the S&P 500 Index, an unmanaged index of equity securities that
is a measure of the general domestic stock market and to the Merrill Lynch
Corporate and Government Master Index, a broad-based index of debt
securities. The indices' performance includes reinvestment of income but
does not reflect transaction costs, fees, expenses or taxes. The Portfolio's
investments vary from those in the indices.

The Portfolio's total returns should not be expected to be the same as the
returns of other Oppenheimer funds, even if funds have the same portfolio
managers and/or similar names.

Fees and Expenses of the Portfolio

Annual Portfolio Operating Expenses (deducted from Portfolio assets):
(% of average daily net assets)

-------------------------------------------------------------------------
Management Fees 0.625%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Distribution and Service (12b-1) Fees N/A
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Other Expenses 0.035%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Total Annual Operating Expenses 0.66%
-------------------------------------------------------------------------
Expenses may vary in future years. "Other Expenses" include transfer
agent fees, custodial fees, and accounting and legal expenses the
Portfolio pays. The Portfolio's transfer agent has voluntarily agreed
to limit transfer and shareholder servicing agent fees to 0.35% per
fiscal year. That undertaking may be amended or withdrawn at any time.
For the Portfolio's fiscal year ended December 31, 2004, the transfer
agent fees did not exceed the expense limitation described above.

--------------------------------------------------------------------------------
If shares are 1 Year 3 Years 5 Years 10 Years
redeemed:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$68 $212 $369 $825
--------------------------------------------------------------------------------

About the Portfolio's Investments

|X| Stocks and Other Equity Investments. The Portfolio can invest in
the equity securities of issuers that may be of small, medium or large
capitalization, to seek total investment return. The Portfolio's stock
investments mainly are common stocks but it can also invest in other equity
securities, including preferred stocks, rights and warrants, and securities
convertible into common stock. The Portfolio can buy securities issued by
domestic or foreign companies. However, the Portfolio's investments in
stocks are currently focused on those of U.S. issuers.

The Portfolio's equity investments may be exchange-traded or
over-the-counter securities. Over-the-counter securities may have less
liquidity than exchange-traded securities, and stocks of companies with
smaller capitalizations have a greater risk of volatility than stocks of
larger companies.

|X| Special Risks of Mid-Cap Stocks. While stocks of mid-cap
companies may offer greater capital appreciation potential than investments
in larger capitalization companies, they may also present greater risks.
Mid-cap stocks tend to be more sensitive to changes in an issuer's earnings
expectations. They tend to have lower trading volumes than large
capitalization securities. As a result, they may experience more abrupt and
erratic price movements. That means the Portfolio could have greater
difficulty selling a security at an acceptable price, especially in periods
of market volatility. That factor increases the potential for losses to the
Portfolio.

|X| Sector Focus. At times the Portfolio may increase the relative
emphasis of its investments in a particular sector. The prices of stocks of
issuers in a sector may go up and down in response to changes in economic
conditions, government regulations, availability of basic resources or
supplies, or other events that affect that industry or sector more than
others. To the extent that the Portfolio increases the relative emphasis of
its investments in a particular sector, its share values may fluctuate in
response to events affecting that sector.

|_| Convertible Securities. Many convertible securities are a
form of debt security, but the Manager regards some of them as "equity
substitutes" because of their conversion feature. In those cases, their
ratings have less impact on the Manager's investment decision than in the
case of other debt securities. The Portfolio's investments in convertible
securities may include securities rated as low as "B" by Moody's Investor
Services, Inc. or Standard & Poor's Rating Service or that have comparable
ratings by other national rating organizations or, if they are unrated, have
an equivalent rating assigned by the Manager. Those ratings are below
"investment grade" and the securities are subject to greater risk of default
by the issuer than investment grade securities.

|X| Corporate Bonds and U.S. Government Securities. The Portfolio can
buy debt securities that are rated by nationally-recognized rating
organizations as well as unrated securities assigned an equivalent rating by
the Manager. The Portfolio's debt investments may be "investment grade"
(that is, in the four highest rating categories of a national rating
organization) or may be securities that are below investment grade (sometimes
called "junk bonds"), rated as low as "B," as described above in "Convertible
Securities." The Portfolio does not invest more than 10% of its total assets
in unrated debt securities.

While the Portfolio can invest as much as 20% of its total assets in
debt securities and preferred stocks rated below investment-grade, currently
it does not intend to invest more than 5% of its total assets in these
investments. While the Portfolio is not required to sell a bond that falls
below that rating after the Portfolio buys it, the Manager will monitor the
Portfolio's holdings to determine whether to sell these securities.

|_| Special Credit Risks of Lower-Grade Securities. All
corporate debt securities (whether foreign or domestic) are subject to some
degree of credit risk. While investment-grade securities are subject to
risks of non-payment of principal and interest, in general higher-yielding,
lower-grade bonds, whether rated or unrated, have greater risks of default
than investment-grade securities. U.S. government securities are subject to
little credit risk. Because the Portfolio can invest in securities rated
below investment grade to seek high income, the Portfolio's credit risks are
greater than those of Portfolios that buy only investment grade bonds.

Securities that are (or that have fallen) below investment grade are
exposed to a greater risk that the issuers of those securities might not meet
their debt obligations. These securities may be subject to greater market
fluctuations than investment grade securities. There may be less of a market
for them and therefore they may be harder to value and to sell at an
acceptable price. There is a relatively greater possibility that the
issuer's earnings may be insufficient to make the payments of interest and
principal due on the bonds. These risks mean that the Portfolio's net asset
value per share could be reduced by declines in value of these securities,
and it might not earn the income or return of principal it expects.

|_| U.S. Government Securities. The Portfolio can invest in
securities issued or guaranteed by the U.S. Treasury or other government
agencies or instrumentalities. These are referred to as "U.S. government
securities" in this Prospectus. They can include CMOs and other
mortgage-related securities.

o U.S. Treasury Obligations. These include Treasury bills (having
maturities of one year or less when issued), Treasury notes (having
maturities of from more than one year to ten years when issued), and Treasury
bonds (having maturities of more than ten years when issued). Treasury
securities are backed by the full faith and credit of the United States as to
timely payments of interest and repayments of principal. The Portfolio can
buy U.S. Treasury securities that have been "stripped" of the interest
coupons by a Federal Reserve Bank, zero-coupon U.S. Treasury securities
described below, and Treasury Inflation-Protection Securities ("TIPS").
Although not rated, Treasury obligations have little credit risk but prior to
maturity are subject to interest rate risk.

o Obligations of U.S. Government Agencies or Instrumentalities. These
include direct obligations and mortgage-related securities that have
different levels of credit support from the government. Some are supported by
the full faith and credit of the U.S. government, such as Government National
Mortgage Association pass-through mortgage certificates (called "Ginnie
Maes"). Some are supported by the right of the issuer to borrow from the
U.S. Treasury under certain circumstances, such as Federal National Mortgage
Association ("Fannie Mae") obligations, Federal Home Loan Mortgage
Corporation ("Freddie Mac") obligations and Federal Home Loan Bank
Obligations.

o Mortgage-Related U.S. Government Securities. The Portfolio can buy
interests in pools of residential or commercial mortgages, in the form of
CMOs and other "pass-through" mortgage securities. CMOs that are U.S.
government securities have collateral to secure payment of interest and
principal. They may be issued in different series with different interest
rates and maturities. The collateral is either in the form of mortgage
pass-through certificates issued or guaranteed by a U.S. agency or
instrumentality or mortgage loans insured by a U.S. government agency.

If prepayments of mortgages underlying a CMO occur faster than expected
when interest rates fall, the market value and yield of the CMO could be
reduced. Additionally, the Portfolio may have to reinvest the prepayment
proceeds in other securities paying interest at lower rates, which could
reduce the Portfolio's total return.

When interest rates rise rapidly, if prepayments occur more slowly than
expected, a short- or medium-term CMO can in effect become a long-term
security, subject to greater fluctuations in value. These prepayment risks
can make the prices of CMOs very volatile when interest rates change. The
prices of longer-term debt securities tend to fluctuate more than those of
shorter-term debt securities. That volatility will affect the Portfolio's
share prices.

|_| Private-Issuer Mortgage-Backed Securities. The Portfolio can
invest in mortgage-backed securities issued by private issuers, which do not
offer the credit backing of U.S. government securities. Private issuer
securities are subject to the credit risks of the issuers as well as the
interest rate risks and prepayment risks of CMOs, discussed above, although
in some cases they may be supported by insurance or guarantees. Primarily
these include multi-class debt or pass-through certificates secured by
mortgage loans. They may be issued by banks, savings and loans, mortgage
bankers and other non-governmental issuers.

|_| Asset-Backed Securities. The Portfolio can buy asset-backed
securities, which are fractional interests in pools of loans collateralized
by loans or other assets or receivables. They are issued by trusts and
special purpose corporations that pass the income from the underlying pool to
the buyer of the interest. These securities are subject to prepayment risks,
and the risk of default by the issuer as well as by the borrowers of the
underlying loans in the pool.

|X| Money Market Instruments and Short-Term Debt Securities. The
Portfolio can invest in a variety of short-term debt obligations having a
maturity of one year or less. These include:
|_| Money market instruments, which in general are debt
obligations rated in the top two rating categories of national rating
organizations (or that are unrated instruments that have equivalent ratings
assigned by the Manager). Examples include commercial paper of domestic
issuers or foreign companies (if the foreign issuers have assets of $1
billion or more).
|_| Short-term debt obligations of the U.S. government or
corporations.
|_| Obligations of domestic or foreign banks or savings and loan
associations, such as certificates of deposit and bankers' acceptances.

The yields on shorter-term debt obligations tend to be less than on
longer-term debt. Therefore, this strategy might help preserve principal but
might reduce opportunities to seek growth of capital as part of the
Portfolio's objective of total return. Under normal market conditions this
strategy would be used primarily for cash management or liquidity purposes.
Under abnormal market conditions, the Portfolio could invest up to 100% of
its assets in those instruments for defensive purposes.

|X| Portfolio Turnover. The Portfolio can engage in active trading to
try to achieve its objective. It might have a turnover rate in excess of 100%
annually. The Financial Highlights table at the end of this Prospectus shows
the Portfolio's turnover rates during prior fiscal years. Increased portfolio
turnover creates higher brokerage and transaction costs for the Portfolio
(and may reduce performance). For a contract owner, any increase in realized
gains will generally not be taxable directly but may affect the owner's tax
basis in the account.

|X| Can the Portfolio's Investment Objective and Policies Change? The
Board of Directors can change non-fundamental investment policies without
shareholder approval, although significant changes will be described in
amendments to this Prospectus. Fundamental policies are those that cannot be
changed without the approval of a majority of the Portfolio's outstanding
voting shares. The Portfolio's investment objective is not a fundamental
policy, but will not be changed by the Board of Directors without advance
notice to shareholders. Investment restrictions that are fundamental
policies are listed in the Statement of Additional Information. An investment
policy is not fundamental unless this Prospectus or the Statement of
Additional Information says that it is.

|X| Foreign Investing. The Portfolio can buy equity or debt
securities of companies and debt securities of governments in any country,
developed or underdeveloped. As a non-fundamental policy, the Portfolio
cannot invest more than 10% of its total assets in foreign securities. As an
exception to that restriction the Portfolio can invest up to 25% of its total
assets in foreign equity or debt securities that are:

|_| issued, assumed or guaranteed by foreign governments or their political
subdivisions or instrumentalities,
|_| assumed or guaranteed by domestic issuers (including Eurodollar
securities), or
|_| issued, assumed or guaranteed by foreign issuers that have a class of
securities listed for trading on The New York Stock
Exchange (the "Exchange").

While foreign securities offer special investment opportunities, there
are also special risks, such as foreign taxation, risks of delays in
settlements of securities transactions, and the effects of a change in value
of a foreign currency against the U.S. dollar, which will result in a change
in the U.S. dollar value of securities denominated in that foreign currency.
Foreign issuers are not subject to the same accounting and disclosure
requirements that U.S. companies are subject to. The value of foreign
investments may be affected by exchange control regulations, expropriation or
nationalization of a company's assets, foreign taxes, changes in governmental
economic or monetary policy in the U.S. or abroad, or other political and
economic factors.

Additionally, if the Portfolio invests a significant amount of its
assets in foreign securities, it might expose the Portfolio to "time-zone
arbitrage" attempts by investors seeking to take advantage of the differences
in value of foreign securities that might result from events that occur after
the close of the foreign securities market on which a foreign security is
traded and the close of the Exchange that day, when the Portfolio's net asset
value is calculated. If such time-zone arbitrage were successful, it might
dilute the interests of other shareholders. However, the Portfolio's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board believe to be their fair value, and the imposition of redemption fees
may help deter those activities.

|X| "When-Issued" and "Delayed-Delivery" Transactions. The Portfolio
can purchase securities on a "when-issued" basis and can purchase or sell
securities on a "delayed-delivery" basis. Between the purchase and
settlement, no payment is made for the security and no interest accrues to
the buyer from the investment. There is a risk of loss to the Portfolio if
the value of the when-issued security declines prior to the settlement date.
No income accrues to the Portfolio on a when-issued security until the
Portfolio receives the security on settlement of the trade.

|X| Illiquid and Restricted Securities. Investments may be illiquid
because they do not have an active trading market making it difficult to
value them or dispose of them promptly at an acceptable price. Restricted
securities may have terms that limit their resale to other investors or may
require registration under applicable securities laws before they may be sold
publicly. That might make it difficult to value them or dispose of them
promptly at an acceptable price. The Portfolio will not invest more than 15%
of its net assets in illiquid or restricted securities. Certain restricted
securities that are eligible for resale to qualified institutional purchasers
may not be subject to that limit. The Manager monitors holdings of illiquid
securities on an ongoing basis to determine whether to sell any holdings to
maintain adequate liquidity.

|X| Derivative Investments. The Portfolio can use a number of
different kinds of "derivative" investments, although it does not do so
currently to a significant degree and is not required to use them to seek its
goal. In general terms, a derivative investment is an investment contract
whose value depends on (or is derived from) the value of an underlying asset,
interest rate or index. In the broadest sense, exchange-traded options,
futures contracts, forward contracts and other hedging instruments the
Portfolio might use can be considered "derivative" investments. In addition
to using derivatives for hedging, the Portfolio might use other derivative
investments because they offer the potential for increased value.

Markets underlying securities and indices may move in a direction not
anticipated by the Manager. Interest rate and stock market changes in the
U.S. and abroad may also influence the performance of derivatives. As a
result of these risks, the Portfolio could realize less principal or income
from the investment than expected. Certain derivative investments held by
the Portfolio may be illiquid.

|X| Credit Derivatives. The Portfolio may enter into credit default
swaps, both (i) directly and (ii) indirectly in the form of a swap embedded
within a structured note to protect against the risk that a debt security
will default. The Portfolio pays a fee to enter into the trade and receives a
fixed payment during the life of the swap. If there is a credit event (for
example, the security fails to timely pay interest or principal), the
Portfolio either delivers the defaulted bond (if the Portfolio has bought
credit protection) or pays the par amount of the defaulted bond (if the
Portfolio has sold credit protection). Risks of credit default swaps include
the cost of paying for credit protection if there are no credit events, and
adverse pricing when purchasing bonds to satisfy its delivery obligation
where the Portfolio bought credit protection and there has been a credit
event.

|X| Zero-Coupon and "Stripped" Securities. Some of the U.S.
government debt securities the Portfolio buys are zero-coupon bonds that pay
no interest. They are issued at a substantial discount from their face value.
"Stripped" securities are the separate income or principal components of a
debt security. Some CMOs or other mortgage-related securities may be
stripped, with each component having a different proportion of principal or
interest payments. One class might receive all the interest and the other all
the principal payments.

Zero-coupon and stripped securities are subject to greater fluctuations
in price from interest rate changes than conventional interest-bearing
securities. The Portfolio may have to pay out the imputed income on zero
coupon securities without receiving the actual cash currently. Stripped
securities are particularly sensitive to changes in interest rates.

The values of interest-only mortgage related securities are also very
sensitive to prepayments of underlying mortgages. When prepayments tend to
fall, the timing of the cash flows to principal-only securities increases,
making them more sensitive to changes in price. The market for some of these
securities may be limited, making it difficult for the Portfolio to value
them or to dispose of its holdings at an acceptable price.

|X| Hedging. The Portfolio can write exchange-traded covered call
options on securities, futures and stock indices, and can buy and sell
certain kinds of futures contracts and forward contracts. These are all
referred to as "hedging instruments." The Portfolio does not use hedging
instruments for speculative purposes, and has limits on its use of them. The
Portfolio is not required to use hedging instruments in seeking its goal and
currently does not use them to a significant degree.

A description of the Portfolio's policies and procedures with respect
to the disclosure of the Portfolio's securities is available in the
Portfolio's Statement of Additional Information.

How the Portfolio Is Managed

|X| Advisory Fees. Under the investment advisory agreement, the
Portfolio pays the Manager an advisory fee at an annual rate that declines on
additional assets as the Portfolio grows: 0.625% of the first $600 million of
average daily net assets of the Portfolio, and 0.450% of average daily net
assets in excess of $600 million. The Portfolio's management fee for its
last fiscal year ended December 31, 2004 was 0.625% of average annual net
assets.

|X| Portfolio Managers. The portfolio manager of the Portfolio's
equity component is David Schmidt. He is the person primarily responsible for
the day-to-day management of the Portfolio's equity investments. Mr. Schmidt
has been a portfolio manager of the Portfolio since July 2003. He has been
the Chief Investment Officer since July 2003, the Deputy Chief Investment
Officer from June 2002 to June 2003 and the Director of Product Development
since December 1999 to present and an analyst from August 1994 to December
1999 of Trinity Investment Management Corporation, a wholly-owned subsidiary
of the Manager's immediate parent, Oppenheimer Acquisition Corp.

Since April 2002, the Portfolio's fixed-income component has been managed by
a portfolio management team comprised of Angelo Manioudakis, Benjamin Gord,
Charles Moon, Geoffrey Caan and Antulio Bomfim. This portfolio management
team is primarily responsible for the day-to-day management of the
fixed-income component of the Portfolio. Mr. Manioudakis has been a
portfolio manager of the Portfolio and a Senior Vice President of the Manager
since April 2002. He is also a portfolio manager and officer of other
portfolios in the OppenheimerFunds complex. Mr. Manioudakis was an executive
director and portfolio manager for Miller, Anderson & Sherrerd, a division of
Morgan Stanley Investment Management from August 1993 through April 2002.

Mr. Gord has been a portfolio manager of the Portfolio and a Vice President
of the Manager since April 2002. He is also a portfolio manager of other
portfolios in the OppenheimerFunds complex. Mr. Gord was an executive
director and a senior fixed income analyst at Miller Anderson & Sherrerd, a
division of Morgan Stanley Investment Management from April 1992 through
March 2002.

Mr. Moon has been a portfolio manager of the Portfolio and a Vice President
of the Manager since April 2002. He is also a portfolio manager of other
portfolios in the OppenheimerFunds complex. Mr. Moon was an executive
director and a portfolio manager at Miller Anderson & Sherrerd, a division of
Morgan Stanley Investment Management from June 1999 through March 2002.

Mr. Bomfim has been a portfolio manager of the Portfolio and a Vice President
of the Manager since October 2003. He is also a portfolio manager of other
portfolios in the OppenheimerFunds complex. Mr. Bomfim was a Senior
Economist at the Board of Governors of the Federal Reserve System from June
1992 to October 2003.

The Statement of Additional Information provides additional information about
the portfolio management team's compensation, other accounts they manage and
their ownership of Portfolio shares.

|X| Possible Conflicts of Interest. The Portfolio offers its shares
to separate accounts of different insurance companies as an investment for
their variable annuity, variable life and other investment product
contracts. While the Portfolio does not foresee any disadvantages to
contract owners from these arrangements, it is possible that the interests of
owners of different contracts participating in the Portfolio through
different separate accounts might conflict. For example, a conflict could
arise because of differences in tax treatment.

|X| Pending Litigation. A consolidated amended complaint has been
filed as putative derivative and class actions against the Manager,
Distributor and Transfer Agent, as well as 51 of the Oppenheimer funds
(collectively the "funds") not including the Portfolio, 31 present and former
Directors or Trustees and 9 present and former officers of certain of the
funds. This complaint, initially filed in the U.S. District Court for the
Southern District of New York on January 10, 2005 and amended on March 4,
2005, consolidates into a single action and amends six individual
previously-filed putative derivative and class action complaints. Like those
prior complaints, the complaint alleges that the Manager charged excessive
fees for distribution and other costs, improperly used assets of the funds in
the form of directed brokerage commissions and 12b-1 fees to pay brokers to
promote sales of the funds, and failed to properly disclose the use of fund
assets to make those payments in violation of the Investment Company Act and
the Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary
duties to Portfolio shareholders under the Investment Company Act and at
common law. The complaint seeks unspecified compensatory and punitive
damages, rescission of the funds' investment advisory agreements, an
accounting of all fees paid, and an award of attorneys' fees and litigation
expenses.

The Manager and the Distributor believe the claims asserted in these
law suits to be without merit, and intend to defend the suits vigorously. The
Manager and the Distributor do not believe that the pending actions are
likely to have a material adverse effect on the Portfolio or on their ability
to perform their respective investment advisory or distribution agreements
with the Portfolio.

Investing In The Portfolio

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Limits on Disruptive Activity. Therefore, the Manager and the Portfolio's
Board of Directors have adopted the following policies and procedures to
detect and prevent frequent and/or excessive purchase and redemption
activity, while balancing the needs of investors. There is no guarantee that
the policies and procedures described below will be sufficient to identify
and deter excessive short-term trading.
o The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would be
disruptive.
o The Transfer Agent will attempt to monitor overall purchase and
redemption activity in the accounts of participating insurance
companies to seek to identify patterns that may suggest excessive
trading by the underlying owners. If evidence of possible excessive
trading activity is observed by the Transfer Agent, the
participating insurance companies or other registered owners will be
asked to review account activity in their respective accounts, and
to confirm to the Transfer Agent and the Portfolio that appropriate
action has been taken to curtail any excessive trading activity.
However, the Transfer Agent's ability to monitor and deter excessive
short-term trading in omnibus or street name accounts ultimately
depends on the capability and cooperation of the participating
insurance companies controlling their respective accounts.

Monitoring the Policies. The Transfer Agent might not be able to detect
excessive short term trading activity facilitated by, or in accounts
maintained in, the "omnibus" or "street name" accounts of a participating
insurance company. The Portfolio has asked its participating insurance
companies for their cooperation in trying to prevent excessive short term
trading activity in their separate accounts by investors and their financial
advisors. While the Portfolio recognizes that some contract owners may engage
in periodic asset allocation and re-balancing of fund investments in their
accounts, making an "exchange" out of the Portfolio within 30 days of buying
shares (by the sale of the recently purchased Portfolio's shares and the
purchase of shares of another fund), or making more than four "round trip
exchanges" between funds in a year, may be considered excessive short-term
trading activity. Separate accounts under common ownership or control are
combined for calculating these limits.

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Portfolio, the Transfer Agent or the
Portfolio's participating insurance companies will be successful in curbing
abusive short-term exchanges.

Net Asset Value. The Portfolio calculates the net asset value per share as
of the close of the Exchange, on each day the Exchange is open for trading
(referred to in this Prospectus as a "regular business day"). The Exchange
normally closes at 4:00 p.m., Eastern time, but may close earlier on some
days. All references to time in this Prospectus mean "Eastern time."

The net asset value per share for a class of shares on a "regular business
day" is determined by dividing the value of the Portfolio net assets
attributable to that class by the number of shares of that class outstanding
on that day. To determine net asset values, the Portfolio assets are valued
primarily on the basis of current market quotations. If market quotations
are not readily available or do not accurately reflect fair value for a
security (in the Manager's judgment) or if a security's value has been
materially affected by events occurring after the close of the exchange or
market on which the security is principally traded, that security may be
valued by another method that the Board of Directors believes accurately
reflects the fair value.

The Board has adopted valuation procedures for the Portfolio and has
delegated the day-to-day responsibility for fair value determinations to the
Manager's Valuation Committee. Fair value determinations by the Manager are
subject to review, approval and ratification by the Board at its next
scheduled meeting after the fair valuations are determined. In determining
whether current market prices are readily available and reliable, the Manager
monitors the information it receives in the ordinary course of its investment
management responsibilities for significant events that it believes in good
faith will affect the market prices of the securities of issuers held by the
Portfolio. Those may include events affecting specific issuers (for example,
a halt in trading of the securities of an issuer on an exchange during the
trading day) or events affecting securities markets (for example, a foreign
securities market closes early because of a natural disaster). The Portfolio
uses fair value pricing procedures to reflect what the Manager and the Board
believe to be more accurate values for its portfolio securities, although it
may not always be able to do so.

The offering price that applies to an order from a participating insurance
company is based on the next calculation of the net asset value per share
that is made after the insurance company (as the Portfolio's designated agent
to receive purchase orders) receives a purchase order from its contract or
owners to purchase Portfolio shares on a regular business day, provided that
the Portfolio receives the order from the insurance company, generally by
9:30 a.m. on the next regular business day at the offices of its Transfer
Agent in Colorado.

How Are Shares Redeemed? As with purchases, only the participating insurance
companies that hold Portfolio shares in their separate accounts for the
benefit of variable annuity contracts, variable life insurance policies or
other investment products can place orders to redeem shares. Contract
holders and policy holders should not directly contact the Portfolio or its
Transfer Agent to request a redemption of Portfolio shares. Contract owners
should refer to the withdrawal or surrender instructions in the accompanying
prospectus of the participating insurance company.

Dividends, Capital Gains and Taxes

Dividends. The Portfolio intends to declare dividends from net investment
income on an annual basis. The Portfolio has no fixed dividend rate and
cannot guarantee that it will pay any dividends.

Financial Highlights

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
----------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.25 $ 1.07 $ 1.29 $ 1.45 $ 1.75
----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .03 1 .03 .04 .04 .07
Net realized and unrealized gain (loss) .09 .19 (.22) (.14) (.10)
------------------------------------------------------------------
Total from investment operations .12 .22 (.18) (.10) (.03)
----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.03) (.04) (.04) (.06) (.08)
Distributions from net realized gain -- -- -- -- (.19)
------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.03) (.04) (.04) (.06) (.27)
----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.34 $ 1.25 $ 1.07 $ 1.29 $ 1.45
==================================================================

----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 9.47% 21.10% (14.45)% (6.94)% (2.51)%
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions) $ 303 $ 328 $ 313 $ 446 $ 606
----------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $ 311 $ 313 $ 370 $ 509 $ 791
----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 2.00% 2.15% 2.79% 2.33% 2.97%
Total expenses 0.66% 4 0.67% 4 0.66% 4 0.65% 4 0.61% 4
----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 144% 5 292% 149% 108% 123%

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

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

5. The portfolio turnover rate excludes purchase transactions and sales
transactions of To Be Announced (TBA) mortgage-related securities of
$739,617,290 and $758,374,784, respectively.

INFORMATION AND SERVICES
For More Information on Total Return Portfolio
The following additional information about the Portfolio is available without
charge upon request:

How to Get More Information
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports and the notice explaining the Portfolio's privacy
policy:

By Mail: Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
---------------------------------------------------------------------------
On the Internet: You can request these documents by e-mail or
through the OppenheimerFunds website. You may
also read or down-load certain documents on the
OppenheimerFunds website at:
www.oppenheimerfunds.com
Information about the Portfolio including the Statement of Additional
Information can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. Information on the operation of the Public Reference Room
may be obtained by calling the SEC at 1.202.942.8090. Reports and other
information about the Portfolio are available on the EDGAR database on the
SEC's Internet website at www.sec.gov. Copies may be obtained after payment
of a duplicating fee by electronic request at the SEC's e-mail address:
publicinfo@sec.gov or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.

The Company's SEC File No.: 811-3255
PR0609.001.0405 Printed on recycled paper.

Appendix to Prospectus of
Panorama Series Fund, Inc.
Total Return Portfolio

Graphic material included in the Prospectus of Total Return Portfolio:
"Annual Total Returns (as of 12/31 each year)":

A bar chart will be included in the Prospectus of Total Return
Portfolio (the "Portfolio") depicting the annual total returns of a
hypothetical investment in non-service shares of the Portfolio for each of
the ten most recent calendar years. Set forth below are the relevant data
points that will appear in the bar chart:

----------------------------------------------------------
Calendar Year Ended 12/31 Annual Total Return
----------------------------------------------------------
----------------------------------------------------------
1995 24.66%
----------------------------------------------------------
----------------------------------------------------------
1996 10.15%
----------------------------------------------------------
----------------------------------------------------------
1997 18.81%
----------------------------------------------------------
----------------------------------------------------------
1998 10.90%
----------------------------------------------------------
----------------------------------------------------------
1999 -1.54%
----------------------------------------------------------
----------------------------------------------------------
2000 -2.51%
----------------------------------------------------------
----------------------------------------------------------
2001 -6.94%
----------------------------------------------------------
----------------------------------------------------------
2002 -14.45%
----------------------------------------------------------
----------------------------------------------------------
2003 21.10%
----------------------------------------------------------
----------------------------------------------------------
2004 9.47%
----------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION

------------------------------------------------------------------------------
Panorama Series Fund, Inc.
------------------------------------------------------------------------------

6803 S. Tucson Way, Centennial, Colorado 80112-3924
1.888.470.0861

Statement of Additional Information dated April 29, 2005

Panorama Series Fund, Inc. is an investment company with four series,
referred to as "Portfolios" in this document. Each Portfolio is a separate
mutual fund having its own objective, investments, strategies and risks. The
Portfolios are:

|_| Government Securities Portfolio
|_| Growth Portfolio
|_| Oppenheimer International Growth Fund/VA
|_| Total Return Portfolio

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Shares of the Portfolios are sold only as the underlying investments for
variable life insurance policies, variable annuity contracts and other
products for insurance company separate accounts. Shares are not available
for sale directly to investors.
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This Statement of Additional Information is not a Prospectus. This document
contains additional information about the Portfolios, and supplements
information in the Prospectuses dated April 29, 2005, of the Portfolios.
This document should be read together with the Prospectuses. You can obtain
a Prospectus by writing to the Portfolios' Transfer Agent, OppenheimerFunds
Services, at P.O. Box 5270, Denver, Colorado 80217, or by calling the
Transfer Agent at the toll-free number shown above.

Contents
Page

About the Portfolios
Additional Information About Investment Policies and Risks............. 3
Investment Policies................................................ 3
Other Investment Techniques and Strategies......................... 13
Investment Restrictions............................................ 33
Disclosure of Portfolio Holdings................................... 34
How the Portfolios are Managed ........................................ 38
Organization and History........................................... 38
Directors and Officers of the Company.............................. 40
The Manager........................................................ 50
Brokerage Policies of the Portfolios................................... 55
Distribution and Service Plans (Service Shares Only)................... 57
Performance of the Portfolios.......................................... 59

Investing In the Portfolios
How To Buy and Sell Shares............................................. 63
Dividends, Capital Gains and Taxes..................................... 66
Additional Information About the Portfolios............................ 68

Financial Information About the Portfolios
Independent Registered Public Accounting Firm's Report................. 69
Financial Statements................................................... 70

Appendix A: Ratings Definitions........................................ A-1
Appendix B: Industry Classifications................................... B-1

A B O U T T H E P O R T F O L I O S

Additional Information About Investment Policies and Risks

The investment objectives, the principal investment policies and the
main risks of each Portfolio are described in the Prospectus for that
Portfolio. This Statement of Additional Information contains supplemental
information about those policies and risks and the types of securities that
the Portfolios' investment Manager, OppenheimerFunds, Inc., can select for
the Portfolios. Additional information is also provided about the strategies
that each Portfolio may use to try to achieve its objective.

Investment Policies. The composition of the investment portfolio of each
Portfolio and the techniques and strategies that the Manager uses in
selecting investment securities will vary over time. The Portfolios are not
required to use all of the investment techniques and strategies described
below at all times in seeking their goal. They may use some of the special
investment techniques and strategies at some times or not at all.

In the discussion of the investment strategies of the Portfolios below,
the Portfolios are categorized according to the types of investments they
primarily make. Total Return Portfolio, Growth Portfolio and Oppenheimer
International Growth Fund/VA are referred to as "Equity Portfolios," because
they invest mainly or substantially in common stocks and other equity
securities. Government Securities Portfolio is referred to as a "Fixed Income
Portfolio," because the main emphasis of its investment program is debt
securities. However a Portfolio is referred to in general, the discussion
below of particular investments and strategies indicates which Portfolios can
use that investment or technique as part of their investment program. For
example, some investments can be held by only some of the Portfolios and some
can be held by all. Please refer to the Prospectus of a particular Portfolio
for an explanation of its principal investment policies and risks.

|X| Equity Securities. The Equity Portfolios invest in equity
securities, which include common stocks, preferred stocks, rights and
warrants, and securities convertible into common stock. Certain equity
securities may be selected for some of the Portfolios not only for their
appreciation possibilities but because they may provide dividend income.

The capitalization ranges of the issuers of equity securities that
particular Portfolios invest in are discussed in the Prospectuses. Some of
the Portfolios may emphasize securities of issuers in one or more
capitalization ranges, such as mid-cap and large-cap issuers.
"Capitalization" refers to the market capitalization of a company, which, in
general terms, is the value of a company determined by the total market value
of its issued and outstanding common stock. There are no fixed dollar
amounts for particular capitalization ranges, and the ranges currently used
by the Portfolios may change over time as investors change their views as to
what, for example, a "small-cap" company is in relation to "mid-cap" and
"large-cap" as the stock market changes. Different Portfolios may also have
different definitions of what constitutes a small-, mid- or large-cap issuer.

Small-cap growth companies may offer greater opportunities for capital
appreciation than securities of large, more established companies. However,
these securities also involve greater risks than securities of larger
companies. Securities of small capitalization issuers may be subject to
greater price volatility in general than securities of large-cap and mid-cap
companies. Therefore, to the degree that a Portfolio has investments in
smaller capitalization companies at times of market volatility, that
Portfolio's share price may fluctuate more. Those investments may be limited
to the extent the Manager believes that such investments would be
inconsistent with the Portfolio's investment objective.

|_| Growth Companies (All Equity Portfolios). The Equity Portfolios
can invest in securities of "growth" companies. Growth companies are those
companies that the Manager believes are entering into a growth cycle in their
business, with the expectation that their stock will increase in value. They
may be established companies as well as newer companies in the development
stage. Growth companies may have a variety of characteristics that in the
view of the portfolio manager of a Portfolio defines them as "growth"
issuers.

Growth companies may include companies that are generating or applying
new technologies, new or improved distribution techniques or new services.
They may own or develop natural resources. They may be companies that can
benefit from changing consumer demands or lifestyles, or companies that have
projected earnings in excess of the average for their sector or industry. In
each case, they have prospects that the portfolio manager believes are
favorable for the long term.

|_| Preferred Stocks (All Equity Portfolios). Preferred stock,
unlike common stock, has a stated dividend rate payable from the
corporation's earnings. Preferred stock dividends may be cumulative or
non-cumulative, participating, or auction rate. "Cumulative" dividend
provisions require all or a portion of prior unpaid dividends to be paid
before dividends can be paid on the issuer's common stock. Preferred stock
may be "participating" stock, which means that it may be entitled to a
dividend exceeding the stated dividend in certain cases.

If interest rates rise, the fixed dividend on preferred stocks may be
less attractive, causing the price of preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as provisions
allowing calls or redemptions prior to maturity, which also have a negative
impact on prices when interest rates decline. The rights of preferred stock
on distribution of a corporation's assets in the event of a liquidation are
generally subordinate to the rights associated with a corporation's debt
securities. Preferred stock generally has a preference over common stock on
the distribution of a corporation's assets in the event of liquidation of the
corporation.

|_| Convertible Securities (All Equity Portfolios). While some
convertible securities are a form of debt security, in some cases their
conversion feature (allowing conversion into the issuer's common stock) may
cause a portfolio manager to regard them as "equity equivalents." In those
cases, the rating assigned to the security has less impact on the portfolio
manager's investment decision with respect to convertible securities than in
the case of non-convertible fixed income securities. Convertible debt
securities are subject to the credit risks and interest rate risks described
below in "Debt Securities."

The value of a convertible security is a function of its "investment
value" and its "conversion value." If the investment value exceeds the
conversion value, the security will behave more like a debt security and the
security's price will likely increase when interest rates fall and decrease
when interest rates rise. If the conversion value exceeds the investment
value, the security will behave more like an equity security. In that case,
it will likely sell at a premium over its conversion value and its price will
tend to fluctuate directly with the price of the underlying security.
To determine whether convertible securities should be regarded as
"equity equivalents," the portfolio managers typically examine the following
factors:
(1) whether, at the option of the investor, the convertible security can be
exchanged for a fixed number of shares of common stock of the
issuer,
(2) whether the issuer of the convertible securities has restated its
earnings per share of common stock on a fully diluted basis
(considering the effect of conversion of the convertible
securities), and
(3) the extent to which the convertible security may be a defensive "equity
substitute," providing the ability to participate in any
appreciation in the price of the issuer's common stock.

|_| Rights and Warrants (All Equity Portfolios). Warrants basically
are options to purchase equity securities at specific prices valid for a
specific period of time. Their prices do not necessarily move parallel to
the prices of the underlying securities. Rights are similar to warrants, but
normally have a short duration and are distributed directly by the issuer to
its shareholders. Rights and warrants have no voting rights, receive no
dividends and have no rights with respect to the assets of the issuer. A
Portfolio may invest up to 5% of its total assets in warrants or rights.
That 5% limitation does not apply to warrants a Portfolio has acquired as
part of units with other securities or that are attached to other
securities. No more than 2% of a Portfolio's total assets may be invested in
warrants that are not listed on either The New York Stock Exchange (the
"Exchange") or The American Stock Exchange.

|X| Foreign Securities (All Equity Portfolios). Each Equity Portfolio
can invest in foreign securities, consistent with any limitations a Portfolio
may have on foreign investing set forth in its Prospectus or this Statement
of Additional Information. These may include debt and equity securities
issued by companies or governmental issuers in developed countries or
emerging market countries. Growth Portfolio and Total Return Portfolio have
non-fundamental policies, described in "Investment Restrictions," below, that
limit the percentage of their assets that can be invested in foreign
securities.

The Portfolios can invest in obligations of foreign branches of U.S.
banks and U.S. branches of foreign banks. These investments are subject to
some of the risks of foreign securities and do not offer the protection of
Federal Deposit Insurance Corporation insurance.

Investing in foreign securities offers potential benefits not available
from investing solely in securities of domestic issuers. They include the
opportunity to invest in foreign issuers that appear to offer growth or
income potential, or in foreign countries with economic policies or business
cycles different from those of the U.S., or to reduce fluctuations in
portfolio value by taking advantage of foreign stock or bond markets that do
not move in a manner parallel to U.S. markets. In buying foreign securities,
a Portfolio may convert U.S. dollars into foreign currency, but only to
effect securities transactions on foreign securities exchanges and not to use
currency for speculative purposes or to hold it as an investment.
Notwithstanding the foregoing, Oppenheimer International Growth Fund/VA may
invest up to 10% of its net assets in the euro for investment purposes.

With respect to each of the Portfolios except Oppenheimer International
Growth Fund/VA, securities of foreign issuers that are represented by
American Depository Receipts (ADRs), or that are listed on a U.S. securities
exchange or traded in the U.S. over-the-counter markets are not considered
"foreign securities" for the purposes of a Portfolio's investment
allocations. That is because they are not subject to many of the special
considerations and risks, discussed below, that apply to foreign securities
traded and held abroad.

Because the Portfolios can purchase securities denominated in foreign
currencies, a change in the value of a foreign currency against the U.S.
dollar could result in a change in the amount of income a Portfolio has
available for distribution. Because a portion of the Portfolio's investment
income may be received in foreign currencies, the Portfolio will be required
to compute its income in U.S. dollars for distribution to shareholders, and
therefore will absorb the cost of currency fluctuations. After the Portfolio
has distributed income, subsequent foreign currency losses may result in the
Portfolios having distributed more income in a particular fiscal period than
was available from investment income, which could result in a return of
capital to shareholders.

|_| Risks of Foreign Investing. Investments in foreign securities
may offer special opportunities for investing but also present special
additional risks and considerations not typically associated with investments
in domestic securities. Some of these additional risks are:
o reduction of income by foreign taxes;
o fluctuation in value of foreign investments due to changes in currency
rates, currency devaluation or currency control regulations (for
example, currency blockage);
o transaction charges for currency exchange;
o lack of public information about foreign issuers;
o lack of uniform accounting, auditing and financial reporting standards
in foreign countries comparable to those applicable to domestic
issuers;
o less volume on foreign exchanges than on U.S. exchanges;
o greater volatility and less liquidity on foreign markets than in the
U.S.;
o less governmental regulation of foreign issuers, securities exchanges
and brokers than in the U.S.;
o greater difficulties in commencing lawsuits;
o higher brokerage commission rates than in the U.S.;
o increased risks of delays in settlement of portfolio transactions or
loss of certificates for portfolio securities;
o possibilities in some countries of expropriation, confiscatory
taxation, political, financial or social instability or adverse
diplomatic developments; and
o unfavorable differences between the U.S. economy and foreign
economies.

In the past, U.S. government policies have discouraged certain
investments abroad by U.S. investors, through taxation or other restrictions,
and it is possible that such restrictions could be re-imposed.

|_| Special Risks of Emerging Markets. Emerging and developing
markets abroad may also offer special opportunities for investing but have
greater risks than more developed foreign markets, such as those in Europe,
Canada, Australia, New Zealand and Japan. There may be even less liquidity
in their securities markets, and settlements of purchases and sales of
securities may be subject to additional delays. They are subject to greater
risks of limitations on the repatriation of income and profits because of
currency restrictions imposed by local governments. Those countries may also
be subject to the risk of greater political and economic instability, which
can greatly affect the volatility of prices of securities in those
countries. The portfolio managers will consider these factors when
evaluating securities in these markets, and the Portfolios currently do not
expect to invest a substantial portion of their assets in emerging markets.

|X| Passive Foreign Investment Companies. Oppenheimer International
Growth Fund/VA may purchase the securities of certain foreign investment
corporations called passive foreign investment companies ("PFICs"). Such
entities have been the only or primary way to invest in certain countries
because some foreign countries limit, or prohibit, all direct foreign
investment in the securities of companies domiciled therein. However, the
governments of some countries have authorized the organization of investment
funds to permit indirect foreign investment in such securities. For tax
purposes, this portfolio also may be a PFIC.

The Portfolio is subject to certain percentage limitations under the
Investment Company Act of 1940 (the "Investment Company Act") relating to the
purchase of securities of investment companies, and, consequently, the
Portfolio may have to subject any of its investment in other investment
companies, including PFICs, to the limitation that no more than 10% of the
value of the Portfolio's total assets may be invested in such securities. In
addition to bearing their proportionate share of a portfolio's expenses
(management fees and operating expenses), shareholders will also indirectly
bear similar expenses of such entities. Like other foreign securities,
interests in PFICs also involve the risk of foreign securities, as described
above.

|X| Debt Securities. The Portfolios can invest in debt securities to
seek their objectives. Foreign debt securities are subject to the risks of
foreign securities described above. In general, debt securities are also
subject to two additional types of risk: credit risk and interest rate risk.

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

The portfolios can buy rated and unrated debt securities. In making
investments in debt securities, the portfolio managers may rely to some
extent on the ratings of rating organizations or it may use their own
research to evaluate a security's credit-worthiness. If a Portfolio buys
unrated debt securities, to consider them part of the Portfolio's holdings of
investment-grade securities, they must be judged by the Manager to be of a
quality comparable to securities rated as investment grade by a rating
organization.

U.S. government securities, although unrated, are generally considered
to be equivalent to securities in the highest rating categories.
Investment-grade securities are securities that are rated at least "Baa" by
Moody's Investors Service, Inc. ("Moody's") or at least "BBB" by Standard &
Poor's Ratings Service ("Standard & Poor's") or that have comparable ratings
by another nationally-recognized rating organization. The Portfolios other
than Government Securities Portfolio can also buy non-investment-grade debt
securities (commonly referred to as "junk bonds").

|_| Interest Rate Risk. Interest rate risk refers to the
fluctuations in value of debt 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 debt
securities, and a decline in general interest rates will tend to increase
their value. In addition, debt securities having longer maturities tend to
offer higher yields, but are subject to potentially greater fluctuations in
value from changes in interest rates than obligations having shorter
maturities.

Fluctuations in the market value of debt securities after a Portfolio
buys them will not affect the interest income payable on those securities
(unless the security pays interest at a variable rate pegged to interest rate
changes). However, those price fluctuations will be reflected in the
valuations of the securities, and therefore the Portfolio's net asset values
will be affected by those fluctuations.

|_| Lower-Grade Securities (All Equity Portfolios). Because lower-grade
securities tend to offer higher yields than investment-grade securities, a
Portfolio might invest in lower-grade securities to seek higher income.

"Lower-grade" debt securities are those rated below "investment grade,"
which means they have a rating lower than "Baa" by Moody's or lower than
"BBB" by Standard & Poor's or similar ratings by other rating organizations.
If they are unrated, and are determined by the Manager to be of comparable
quality to debt securities rated below investment grade, they are considered
part of the Portfolio's holdings of lower-grade securities.

Some of the special credit risks of lower-grade securities are
discussed below. There is a greater risk that the issuer may default on its
obligation to pay interest or to repay principal than in the case of
investment-grade securities. The issuer's low creditworthiness may increase
the potential for its insolvency. An overall decline in values in the high
yield bond market is also more likely during a period of a general economic
downturn. An economic downturn or an increase in interest rates could
severely disrupt the market for high yield bonds, adversely affecting the
values of outstanding bonds as well as the ability of issuers to pay interest
or repay principal. In the case of foreign high yield bonds, these risks are
in addition to the special risks of foreign investing discussed above.

To the extent they can be converted into stock, convertible securities
may be less subject to some of the risks of volatility than non-convertible
high yield bonds, since stock may be more liquid and less affected by some of
these risk factors.

While securities rated "Baa" by Moody's or "BBB" by Standard & Poor's
are investment grade and are not regarded as junk bonds, those securities may
be subject to special risks and have some speculative characteristics.
Definitions of the debt security ratings categories of Moody's, Standard &
Poor's, and Fitch, Inc. are included in Appendix A to this Statement of
Additional Information.

|_| Mortgage-Related Securities (Government Securities Portfolio
and Total Return Portfolio). Mortgage-related securities are a form of
derivative investment collateralized by pools of commercial or residential
mortgages. Pools of mortgage loans are assembled as securities for sale to
investors by government agencies or entities or by private issuers. These
securities include collateralized mortgage obligations ("CMOs"), mortgage
pass-through securities, stripped mortgage pass-through securities, interests
in real estate mortgage investment conduits ("REMICs") and other real
estate-related securities.

Mortgage-related securities that are issued or guaranteed by agencies
or instrumentalities of the U.S. government, discussed below under "U.S.
Government Securities," have relatively little credit risk (depending on the
nature of the issuer) but are subject to interest rate risks and prepayment
risks.

As with other debt securities, the prices of mortgage-related
securities tend to move inversely to changes in interest rates. Some
mortgage-related securities pay interest at rates that move inversely to
changes in general interest rates, based on a multiple of a specific index.
Although the value of a mortgage-related security may decline when interest
rates rise, the converse is not always the case.

In periods of declining interest rates, mortgages are more likely to be
prepaid. Therefore, a mortgage-related security's maturity can be shortened
by unscheduled prepayments on the underlying mortgages. Therefore, it is not
possible to predict accurately the security's yield. The principal that is
returned earlier than expected may have to be reinvested in other investments
having a lower yield than the prepaid security. Therefore, these securities
may be less effective as a means of "locking in" attractive long-term
interest rates, and they may have less potential for appreciation during
periods of declining interest rates, than conventional bonds with comparable
stated maturities.

Prepayment risks can lead to substantial fluctuations in the value of a
mortgage-related security. In turn, this can affect the value of a
Portfolio's shares. If a mortgage-related security has been purchased at a
premium, all or part of the premium the Portfolio paid may be lost if there
is a decline in the market value of the security, whether that results from
interest rate changes or prepayments on the underlying mortgages. In the
case of stripped mortgage-related securities, if they experience greater
rates of prepayment than were anticipated, the Portfolio may fail to recoup
its initial investment on the security.

During periods of rapidly rising interest rates, prepayments of
mortgage-related securities may occur at slower than expected rates. Slower
prepayments effectively may lengthen a mortgage-related security's expected
maturity. Generally, that would cause the value of the security to fluctuate
more widely in responses to changes in interest rates. If the prepayments on
a Portfolio's mortgage-related securities were to decrease broadly, the
sensitivity of the Portfolio's share price to interest rate changes would
increase.

As with other debt securities, the values of mortgage-related
securities may be affected by changes in the market's perception of the
creditworthiness of the entity issuing the securities or guaranteeing them.
Their values may also be affected by changes in government regulations and
tax policies.

o Collateralized Mortgage Obligations. Collateralized mortgage
obligations or "CMOs," are multi-class bonds that are backed by pools of
mortgage loans or mortgage pass-through certificates. They may be
collateralized by:
(1) pass-through certificates issued or guaranteed by Government National
Mortgage Association (Ginnie Mae), Federal National Mortgage
Association (Fannie Mae), or Federal Home Loan Mortgage Corporation
(Freddie Mac),
(2) unsecuritized mortgage loans insured by the Federal Housing
Administration or guaranteed by the Department of Veterans' Affairs,
(3) unsecuritized conventional mortgages,
(4) other mortgage-related securities, or
(5) any combination of the securities mentioned above.

Each class of CMO, referred to as a "tranche," is issued at a specific
coupon rate and has a stated maturity or final distribution date. Principal
prepayments on the underlying mortgages may cause the CMO to be retired much
earlier than the stated maturity or final distribution date. The principal
and interest on the underlying mortgages may be allocated among the several
classes of a series of a CMO in different ways. One or more tranches may have
coupon rates that reset periodically at a specified increase over an index.
These are floating rate CMOs, and typically have a cap on the coupon rate.
Inverse floating rate CMOs have a coupon rate that moves in the reverse
direction to an applicable index. The coupon rate on these CMOs will
increase as general interest rates decrease. These are usually much more
volatile than fixed rate CMOs or floating rate CMOs.

If prepayments of mortgages underlying a CMO occur faster than expected
when interest rates fall, the market value and yield of the CMO will be
reduced. Additionally, a Portfolio might have to reinvest the prepayment
proceeds in other securities paying interest at lower rates, which could
reduce the Portfolio's income.

When interest rates rise rapidly, if prepayments occur more slowly than
expected, a short- or medium-term CMO can in effect become a long-term
security, subject to greater fluctuations in value. These are the prepayment
risks described above and can make the prices of CMOs very volatile when
interest rates change. The prices of longer-term debt securities tend to
fluctuate more than those of shorter-term debt securities. That volatility
will affect the Portfolio's share prices.

o Mortgage-Related U.S. Government Securities. These include
interests in pools of residential or commercial mortgages, in the form of
collateralized mortgage obligations and other "pass-through" mortgage
securities. CMOs that are U.S. government securities have collateral to
secure payment of interest and principal. They may be issued in different
series with different interest rates and maturities. The collateral is
either in the form of mortgage pass-through certificates issued or guaranteed
by a U.S. agency or instrumentality or mortgage loans insured by a U.S.
government agency.

o Commercial (Privately-Issued) Mortgage Related Securities.
Some mortgage-related securities are issued by private entities. Generally
these are multi-class debt or pass-through certificates secured by mortgage
loans on commercial properties. They are subject to the credit risk of the
issuer. These securities typically are structured to provide protection to
investors in senior classes from possible losses on the underlying loans.
They do so by having holders of subordinated classes take the first loss if
there are defaults on the underlying loans. They may also be protected to
some extent by guarantees, reserve funds or additional collateralization
mechanisms.

o "Stripped" Mortgage-Related Securities. These are
mortgage-related securities that are created by segregating the cash flows
from underlying mortgage loans or mortgage securities to create two or more
new securities. Each has a specified percentage of the underlying security's
principal or interest payments. They are a form of derivative investment.

Mortgage securities may be partially stripped so that each class
receives some interest and some principal. However, they may be completely
stripped. In that case all of the interest is distributed to holders of one
type of security, known as an "interest-only" security, or "I/O," and all of
the principal is distributed to holders of another type of security, known as
a "principal-only" security or "P/O." Strips can be created for pass through
certificates or CMOs.

The yields to maturity of I/Os and P/Os are very sensitive to principal
repayments (including prepayments) on the underlying mortgages. If the
underlying mortgages experience greater than anticipated prepayments of
principal, a Portfolio might not fully recoup its investment in an I/O based
on those assets. If underlying mortgages experience less than anticipated
prepayments of principal, the yield on the P/Os based on them could decline
substantially.

|_| U.S. Government Securities (All Portfolios). These are
securities issued or guaranteed by the U.S. Treasury or other U.S. government
agencies or federally-chartered corporate entities referred to as
"instrumentalities." The obligations of U.S. government agencies or
instrumentalities in which the Company can invest may or may not be
guaranteed or supported by the "full faith and credit" of the United States.
"Full faith and credit" means generally that the taxing power of the U.S.
government is pledged to the payment of interest and repayment of principal
on a security. If a security is not backed by the full faith and credit of
the United States, the owner of the security must look principally to the
agency issuing the obligation for repayment. The owner might not be able to
assert a claim against the United States if the issuing agency or
instrumentality does not meet its commitment.

o U.S. Treasury Obligations. These include Treasury bills
(which have maturities of one year or less when issued), Treasury notes
(which have maturities of from one to ten years when issued), and Treasury
bonds (which have maturities of more than ten years when issued). Treasury
securities are backed by the full faith and credit of the United States as to
timely payments of interest and repayments of principal. Other U.S. Treasury
obligations the Portfolios can buy include U. S. Treasury securities that
have been "stripped" by a Federal Reserve Bank, zero-coupon U.S. Treasury
securities described below, and Treasury Inflation-Protection Securities
("TIPS").

o Obligations of U.S. Government Agencies or Instrumentalities.
These include direct obligations and mortgage-related securities that have
different levels of credit support from the government. Some are supported
by the full faith and credit of the U.S. government, such as Government
National Mortgage Association pass-through mortgage certificates (called
"Ginnie Maes"). Some are supported by the right of the issuer to borrow from
the U.S. Treasury under certain circumstances, such as Federal National
Mortgage Association ("Fannie Mae") obligations, Federal Home Loan Mortgage
Corporation ("Freddie Mac") obligations and Federal Home Loan Bank
Obligations.

|X| Money Market Instruments (All Portfolios). The following is a
brief description of the types of the money market securities the Portfolios
can invest in. Money market securities are high-quality, short-term debt
instruments that may be issued by the U.S. government, corporations, banks or
other entities. They may have fixed, variable or floating interest rates.
|_| U.S. Government Securities. These include obligations issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, described above.

|_| Bank Obligations. "Banks" include commercial banks, savings
banks and savings and loan associations, which may or may not be members of
the Federal Deposit Insurance Corporation. The Portfolios can buy time
deposits, certificates of deposit and bankers' acceptances. They must be:
o obligations issued or guaranteed by a domestic bank
(including a foreign branch of a domestic bank) having total
assets of at least U.S. $1 billion, or
o obligations of a foreign bank with total assets of at least U.S. $1
billion.

|_| Commercial Paper. The Portfolios can invest in commercial
paper if it is rated within the top three rating categories of Standard &
Poor's and Moody's or other rating organizations. If the paper is not rated,
it may be purchased if the Manager determines that it is comparable to rated
commercial paper in the top three rating categories of national rating
organizations.

The Portfolios can buy commercial paper, including U.S.
dollar-denominated securities of foreign branches of U.S. banks, issued by
other entities if the commercial paper is guaranteed as to principal and
interest by a bank, government or corporation whose certificates of deposit
or commercial paper may otherwise be purchased by the Portfolios.

|_| Variable Amount Master Demand Notes. Master demand notes are
corporate obligations that permit the investment of fluctuating amounts at
varying rates of interest under direct arrangements between a Portfolio, as
lender, and the borrower. They permit daily changes in the amounts
borrowed. The Portfolio has the right to increase the amount under the note
at any time up to the full amount provided by the note agreement, or to
decrease the amount. The borrower may prepay up to the full amount of the
note without penalty. These notes may or may not be backed by bank letters
of credit.

Because these notes are direct lending arrangements between the lender
and borrower, it is not expected that there will be a trading market for
them. There is no secondary market for these notes, although they are
redeemable (and thus are immediately repayable by the borrower) at principal
amount, plus accrued interest, at any time. Accordingly, a Portfolio's right
to redeem such notes is dependent upon the ability of the borrower to pay
principal and interest on demand.

The Portfolios have no limitations on the type of issuer from whom
these notes will be purchased. However, in connection with such purchases
and on an ongoing basis, the portfolio manager will consider the earning
power, cash flow and other liquidity ratios of the issuer, and its ability to
pay principal and interest on demand, including a situation in which all
holders of such notes made demand simultaneously. Investments in master
demand notes are subject to the limitation on investments by the Portfolios
in illiquid securities. Currently, the Portfolios do not intend that their
investments in variable amount master demand notes will exceed 5% of a
Portfolio's total assets.
Other Investment Techniques and Strategies. In seeking their respective
objectives, each Portfolio may from time to time use the types of investment
strategies and investments described below. A Portfolio is not required to
use all of these strategies at all times, and at times may not use them.

Investment in Other Investment Companies. The Portfolios can also invest in
the securities of other investment companies, which can include open-end
funds, closed-end funds and unit investment trusts, subject to the limits set
forth in the Investment Company Act that apply to those types of
investments. For example, the Portfolios can invest in Exchange-Traded
Funds, which are typically open-end funds or unit investment trusts, listed
on a stock exchange. The Portfolios might do so as a way of gaining exposure
to the segments of the equity or fixed-income markets represented by the
Exchange-Traded Funds' portfolio, at times when the Portfolio may not be able
to buy those portfolio securities directly.

Investing in another investment company may involve the payment of
substantial premiums above the value of such investment company's portfolio
securities and is subject to limitations under the Investment Company Act.
The Portfolios do not intend to invest in other investment companies unless
the Manager believes that the potential benefits of the investment justify
the payment of any premiums or sales charges. As a shareholder of an
investment company, the Portfolios would be subject to its ratable share of
that investment company's expenses, including its advisory and administration
expenses. The Portfolios do not anticipate investing a substantial amount of
its net assets in shares of other investment companies.

|X| Forward Rolls (Total Return Portfolio and Government Securities
Portfolio). In a "forward roll" transaction with respect to mortgage-related
securities, a Portfolio sells a mortgage-related security to a buyer and
simultaneously agrees to repurchase a similar security (the same type of
security, and having the same coupon and maturity) at a later date at a set
price. The securities that are repurchased will have the same interest rate
as the securities that are sold, but typically will be collateralized by
different pools of mortgages (with different prepayment histories) than the
securities that have been sold. Proceeds from the sale are invested in
short-term instruments, such as repurchase agreements. The income from those
investments, plus the fees from the forward roll transaction, are expected to
generate income to the Portfolio in excess of the yield on the securities
that have been sold.

A Portfolio will only enter into "covered" rolls. To assure its future
payment of the purchase price, the Portfolio will identify on its books
liquid assets in an amount equal to the payment obligation under the roll.

These transactions have risks. During the period between the sale and
the repurchase, the Portfolio will not be entitled to receive interest and
principal payments on the securities that have been sold. It is possible
that the market value of the securities the Portfolio sells might decline
below the price at which the Portfolio is obligated to repurchase securities.

|X| Asset-Backed Securities (Government Securities Portfolio and Total
Return Portfolio). Asset-backed securities are fractional interests in pools
of assets, typically accounts receivable or consumer loans. They are issued
by trusts or special-purpose corporations. They are similar to
mortgage-backed securities, described above, and are backed by a pool of
assets that consist of obligations of individual borrowers. The income from
the pool is passed through to the holders of participation interest in the
pools. The pools may offer a credit enhancement, such as a bank letter of
credit, to try to reduce the risks that the underlying debtors will not pay
their obligations when due.

The value of an asset-backed security is affected by changes in the
market's perception of the asset backing the security, the creditworthiness
of the servicing agent for the loan pool, the originator of the loans, or the
financial institution providing any credit enhancement, and is also affected
if any credit enhancement has been exhausted. The risks of investing in
asset-backed securities are ultimately related to payment of consumer loans
by the individual borrowers. As a purchaser of an asset-backed security, a
Portfolio would generally have no recourse to the entity that originated the
loans in the event of default by a borrower. The underlying loans are
subject to prepayments, which may shorten the weighted average life of
asset-backed securities and may lower their return, in the same manner as in
the case of mortgage-backed securities and CMOs, described above.

|X| Zero-Coupon Securities (All Portfolios). The Portfolios can buy
zero-coupon and delayed-interest securities, and "stripped" securities.
Stripped securities are debt securities whose interest coupons are separated
from the security and sold separately. They can include, among others,
foreign debt securities and U.S. Treasury notes or bonds that have been
stripped of their interest coupons, U.S. Treasury bills issued without
interest coupons, and certificates representing interests in stripped
securities.

Zero-coupon securities do not make periodic interest payments and are
sold at a deep discount from their face value. The buyer recognizes a rate
of return determined by the gradual appreciation of the security, which is
redeemed at face value on a specified maturity date. This discount depends
on the time remaining until maturity, as well as prevailing interest rates,
the liquidity of the security and the credit quality of the issuer. In the
absence of threats to the issuer's credit quality, the discount typically
decreases as the maturity date approaches. Some zero-coupon securities are
convertible, in that they are zero-coupon securities until a predetermined
date, at which time they convert to a security with a specified coupon rate.

Because zero-coupon securities pay no interest and compound
semi-annually at the rate fixed at the time of their issuance, their value is
generally more volatile than the value of other debt securities. Their value
may fall more dramatically than the value of interest-bearing securities when
interest rates rise. When prevailing interest rates fall, zero-coupon
securities tend to rise more rapidly in value because they have a fixed rate
of return.

A Portfolio's investment in zero-coupon securities may cause the
Portfolio to recognize income and make distributions to shareholders before
it receives any cash payments on the zero-coupon investment. To generate
cash to satisfy those distribution requirements, the Portfolio might have to
sell portfolio securities that it otherwise might have continued to hold or
to use cash flows from other sources such as the sale of Portfolio shares.

|X| "When-Issued" and "Delayed-Delivery" Transactions (All
Portfolios). The Portfolios can invest in securities on a "when-issued"
basis and can purchase or sell securities on a "delayed-delivery" basis.
When-issued and delayed-delivery are terms that refer to securities whose
terms and indenture are available and for which a market exists, but which
are not available for immediate delivery.

When these transactions are negotiated, the price (which is generally
expressed in yield terms) is fixed at the time the commitment is made.
Delivery and payment for the securities take place at a later date. The
securities are subject to change in value from market fluctuations during the
period until settlement. The value at delivery may be less than the purchase
price. For example, changes in interest rates in a direction other than that
expected by the portfolio manager of a Portfolio before settlement will
affect the value of such securities and may cause a loss to the Portfolio.
During the period between purchase and settlement, no payment is made by the
Portfolio to the issuer and no interest accrues to the Portfolio from the
investment until it receives the security at settlement.

A Portfolio might engage in when-issued transactions to secure what the
portfolio manager considers to be an advantageous price and yield at the time
the obligation is entered into. When a Portfolio enters into a when-issued
or delayed-delivery transaction, it relies on the other party to complete the
transaction. Its failure to do so may cause the Portfolio to lose the
opportunity to obtain the security at a price and yield the portfolio manager
considers to be advantageous.

When a Portfolio engages in when-issued and delayed-delivery
transactions, it does so for the purpose of acquiring or selling securities
consistent with its investment objective and policies or for delivery
pursuant to options contracts it has entered into, and not for the purpose of
investment leverage. Although a Portfolio enters into delayed-delivery or
when-issued purchase transactions to acquire securities, it may dispose of a
commitment prior to settlement. If a Portfolio chooses to dispose of the
right to acquire a when-issued security prior to its acquisition or to
dispose of its right to delivery or receive against a forward commitment, it
may incur a gain or loss.

At the time a Portfolio makes the commitment to purchase or sell a
security on a when-issued or delayed-delivery basis, it records the
transaction on its books and reflects the value of the security purchased
in determining the Portfolio's net asset value. In a sale transaction, it
records the proceeds to be received. The Portfolio will identify on its
books liquid assets at least equal in value to the value of the Portfolio's
purchase commitments until it pays for the investment. Growth Portfolio,
Oppenheimer International Growth Fund/VA and Total Return Portfolio
anticipate that a Portfolio's commitment to purchase forward commitments
will not exceed 33% of that Portfolio's total assets under normal market
conditions. Government Securities Portfolio can invest in when-issued
securities and forward commitments without limitation. Under normal market
conditions, Government Securities Portfolio expects to invest as much as
50% of its total assets in when-issued securities.

When-issued and delayed-delivery transactions can be used by a
Portfolio as a defensive technique to hedge against anticipated changes in
interest rates and prices. For instance, in periods of rising interest rates
and falling prices, a Portfolio might sell securities in its portfolio on a
forward commitment basis to attempt to limit its exposure to anticipated
falling prices. In periods of falling interest rates and rising prices, a
Portfolio might sell portfolio securities and purchase the same or similar
securities on a when-issued or delayed-delivery basis to obtain the benefit
of currently higher cash yields.

|X| Repurchase Agreements (All Portfolios). A Portfolio can acquire
securities subject to repurchase agreements. It might do so for liquidity
purposes to meet anticipated redemptions of shares, or pending the investment
of the proceeds from sales of shares, or pending the settlement of portfolio
securities transactions, or for temporary defensive purposes.

In a repurchase transaction, a Portfolio buys a security from, and
simultaneously resells it to, an approved vendor for delivery on an
agreed-upon future date. The resale price exceeds the purchase price by an
amount that reflects an agreed-upon interest rate effective for the period
during which the repurchase agreement is in effect. Approved vendors include
U.S. commercial banks, U.S. branches of foreign banks, or broker-dealers that
have been designated as primary dealers in government securities. They must
meet credit requirements set by the Manager from time to time.

The majority of these transactions run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to a Portfolio's limits on holding illiquid investments. A Portfolio
will not enter into a repurchase agreement that causes more than 15% of its
net assets to be subject to repurchase agreements having a maturity beyond
seven days. There is no limit on the amount of a Portfolio's net assets that
may be subject to repurchase agreements having maturities of seven days or
less.

Repurchase agreements, considered "loans" under the Investment Company
Act, are collateralized by the underlying security. The Portfolios'
repurchase agreements require that at all times while the repurchase
agreement is in effect, the value of the collateral must equal or exceed the
repurchase price to fully collateralize the repayment obligation. However,
if the vendor fails to pay the resale price on the delivery date, a Portfolio
may incur costs in disposing of the collateral and may experience losses if
there is any delay in its ability to do so. The Manager will monitor the
vendor's creditworthiness to confirm that the vendor is financially sound and
will continuously monitor the collateral's value.

Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission (the "SEC"), the Portfolios, along with other affiliated entities
managed by the Manager, may transfer uninvested cash balances into one or
more joint repurchase accounts. These balances are invested in one or more
repurchase agreements, secured by U.S. government securities. Securities that
are pledged as collateral for repurchase agreements are held by a custodian
bank until the agreements mature. Each joint repurchase arrangement requires
that the market value of the collateral be sufficient to cover payments of
interest and principal; however, in the event of default by the other party
to the agreement, retention or sale of the collateral may be subject to legal
proceedings.

|X| Illiquid and Restricted Securities (All Portfolios). Under the
policies and procedures established by the Board of Directors, the Manager
determines the liquidity of certain of a Portfolio's investments. To enable
a Portfolio to sell its holdings of a restricted security not registered
under the Securities Act of 1933, the Portfolio may have to cause those
securities to be registered. The expenses of registering restricted
securities may be negotiated by the Portfolio with the issuer at the time the
Portfolio buys the securities. When the Portfolio must arrange registration
because it wishes to sell the security, a considerable period may elapse
between the time the decision is made to sell the security and the time the
security is registered so that the Portfolio could sell it. The Portfolio
would bear the risks of any downward price fluctuation during that period.

The Portfolios may also acquire restricted securities through private
placements. Those securities have contractual restrictions on their public
resale. Those restrictions may make it more difficult to value them, and
might limit a Portfolio's ability to dispose of the securities and might
lower the amount the Portfolio could realize upon the sale.

Each Portfolio has limitations that apply to purchases of restricted
securities, as stated in its Prospectus. Those percentage restrictions do
not limit purchases of restricted securities that are eligible for sale to
qualified institutional purchasers under Rule 144A of the Securities Act of
1933, if those securities have been determined to be liquid by the Manager
under Board-approved guidelines. Those guidelines take into account the
trading activity for such securities and the availability of reliable pricing
information, among other factors. If there is a lack of trading interest in
a particular Rule 144A security, a Portfolio's holdings of that security may
be considered to be illiquid. Illiquid securities include repurchase
agreements maturing in more than seven days and participation interests that
do not have puts exercisable within seven days.

|X| Municipal Securities (Total Return Portfolio). These are debt
obligations issued by the governments of states and their agencies,
instrumentalities and authorities, as well as their political subdivisions
(cities towns and counties, for example), that are used to finance a variety
of public and private purposes. Those purposes include financing state or
local governments and financing specific public projects and facilities. The
Portfolio can invest in them because the portfolio managers believe they
offer attractive yields relative to the yields and risks of other debt
securities, rather than to seek tax-exempt interest income for distribution
to shareholders.

|X| Floating Rate and Variable Rate Obligations (All Portfolios). The
interest rate on a floating rate note is adjusted automatically according to
a stated prevailing market rate, such as a bank's prime rate, the 91-day U.S.
Treasury Bill rate, or some other standard. The instrument's rate is
adjusted automatically each time the base rate is adjusted. The interest
rate on a variable rate note is also based on a stated prevailing market rate
but is adjusted automatically at specified intervals. Generally, the changes
in the interest rate on such securities reduce the fluctuation in their
market value. As interest rates decrease or increase, the potential for
capital appreciation or depreciation is less than that for fixed-rate
obligations of the same maturity. The portfolio manager of a Portfolio may
determine that an unrated floating rate or variable rate obligation meets the
Portfolio's quality standards by reason of being backed by a letter of credit
or guarantee issued by a bank that meets those quality standards.

Floating rate and variable rate demand notes that have a stated
maturity in excess of one year may have features that permit the holder to
recover the principal amount of the underlying security at specified
intervals not exceeding one year and upon no more than 30 days' notice. The
tender may be at par value plus accrued interest, according to the terms of
the obligations. The issuer of that type of note normally has a
corresponding right in its discretion, after a given period, to prepay the
outstanding principal amount of the note plus accrued interest. Generally
the issuer must provide a specified number of days' notice to the holder.

Step-coupon bonds have a coupon interest rate that changes periodically
during the life of the security on predetermined dates that are set when the
security is issued.

|X| "Structured" Notes (Government Securities Portfolio and Total
Return Portfolio). "Structured" notes are specially-designed derivative debt
investments with principal payments or interest payments that are linked to
the value of an index (such as a currency or securities index) or commodity.
The terms of the instrument may be "structured" by the purchaser (the
Portfolio) and the borrower issuing the note.

The principal and/or interest payments depend on the performance of one
or more other securities or indices, and the values of these notes will
therefore fall or rise in response to the changes in the values of the
underlying security or index. They are subject to both credit and interest
rate risks and therefore a Portfolio could receive more or less than it
originally invested when the notes mature, or it might receive less interest
than the stated coupon payment if the underlying investment or index does not
perform as anticipated. Their values may be very volatile and they may have
a limited trading market, making it difficult for a Portfolio to sell its
investment at an acceptable price.

|X| Inverse Floaters (Government Securities Portfolio and Total Return
Portfolio). "Inverse floaters" are debt obligations on which the interest
rates typically fall as market rates increase and increase as market rates
fall. Changes in market interest rates or the floating rate of the security
inversely affect the residual interest rate of an inverse floater. As a
result, the price of an inverse floater will be considerably more volatile
than that of a fixed-rate obligation when interest rates change.

To provide investment leverage, an issuer might decide to issue two
variable rate obligations instead of a single long-term, fixed-rate bond.
The interest rate on one obligation reflects short-term interest rates. The
interest rate on the other instrument, the inverse floater, reflects the
approximate rate the issuer would have paid on a fixed-rate bond, multiplied
by a factor of two, minus the rate paid on the short-term instrument. The
two portions may be recombined to create a fixed-rate bond. A Portfolio might
acquire both portions of that type of offering, to reduce the effect of the
volatility of the individual securities. This provides a flexible portfolio
management tool to vary the degree of investment leverage efficiently under
different market conditions.

Inverse floaters may offer relatively high current income, reflecting
the spread between short-term and long-term tax-exempt interest rates. As
long as the yield curve remains relatively steep and short term rates remain
relatively low, owners of inverse floaters will have the opportunity to earn
interest at above-market rates because they receive interest at the higher
long-term rates but have paid for bonds with lower short-term rates. If the
yield curve flattens and shifts upward, an inverse floater will lose value
more quickly than a conventional long-term bond. A Portfolio might invest in
inverse floaters to seek higher yields than are available from fixed-rate
bonds that have comparable maturities and credit ratings. In some cases, the
holder of an inverse floater may have an option to convert the floater to a
fixed-rate bond, pursuant to a "rate-lock" option.

Some inverse floaters have a feature known as an interest rate "cap" as
part of the terms of the investment. Investing in inverse floaters that have
interest rate caps might be part of a portfolio strategy to try to maintain a
high current yield for a Portfolio when the Portfolio has invested in inverse
floaters that expose the Portfolio to the risk of short-term interest rate
fluctuations. "Embedded" caps might be used to hedge a portion of a
Portfolio's exposure to rising interest rates. When interest rates exceed a
pre-determined rate, the cap generates additional cash flows that offset the
decline in interest rates on the inverse floater, and the hedge is
successful. However, the Portfolio bears the risk that if interest rates do
not rise above the pre-determined rate, the cap (which is purchased for
additional cost) will not provide additional cash flows and will expire
worthless.

Inverse floaters are a form of derivative investment. Certain
derivatives, can be used to increase or decrease a Portfolio's exposure to
changing security prices, interest rates or other factors that affect the
value of securities. However, these techniques could result in losses to a
Portfolio if the portfolio manager judges market conditions incorrectly or
employs a strategy that does not correlate well with the Portfolio's other
investments. These techniques can cause losses if the counterparty does not
perform its promises. An additional risk of investing in securities that are
derivative investments is that their market value could be expected to vary
to a much greater extent than the market value of securities that are not
derivative investments but have similar credit quality, redemption provisions
and maturities.

Loans of Portfolio Securities (All Portfolios). Besides using repurchase
transactions, Oppenheimer International Growth Fund/VA and Total Return
Portfolio can lend its portfolio securities in amounts up to 10% of the
Portfolio's total assets. Oppenheimer International Growth Fund/VA and
Total Return Portfolio currently do not use this strategy, but if they do
so they expect to limit such loans to not more than 5% of their total
assets. Loans can be made to brokers, dealers and other types of financial
institutions approved by the Board of Directors.

Growth Portfolio and Government Securities Portfolio may lend their
portfolio securities pursuant to the Securities Lending Agreement (the
"Securities Lending Agreement") with JP Morgan Chase, subject to the
restrictions stated in their Prospectus. Both Portfolios will lend such
portfolio securities to attempt to increase their income. Under the
Securities Lending Agreement and applicable regulatory requirements (which
are subject to change), the loan collateral must, on each business day, be
at least equal to the value of the loaned securities and must consist of
cash, bank letters of credit or securities of the U.S. Government (or its
agencies or instrumentalities), or other cash equivalents in which both
Portfolios are permitted to invest. To be acceptable as collateral,
letters of credit must obligate a bank to pay to JP Morgan Chase, as
agent, amounts demanded by each Portfolio if the demand meets the terms of
the letter. Such terms of the letter of credit and the issuing bank must
be satisfactory to JP Morgan Chase and each Portfolio. Both Portfolios
will receive, pursuant to the Securities Lending Agreement, 80% of all
annual net income (i.e., net of rebates to the Borrower) from securities
lending transactions. JP Morgan Chase has agreed, in general, to
guarantee the obligations of borrowers to return loaned securities and to
be responsible for expenses relating to securities lending. Both
Portfolios will be responsible, however, for risks associated with the
investment of cash collateral, including the risk that the issuer of the
security in which the cash collateral has been invested in defaults. The
Securities Lending Agreement may be terminated by either JP Morgan Chase
or Growth Portfolio or Government Securities Portfolio on 30 days' written
notice. The terms of each Portfolio's loans must also meet applicable
tests under the Internal Revenue Code and permit each Portfolio to
reacquire loaned securities on five business days' notice or in time to
vote on any important matter.

There are some risks in connection with securities lending. A
Portfolio might experience a delay in receiving additional collateral to
secure a loan, or a delay in recovery of the loaned securities if the
borrower defaults. A Portfolio must receive collateral for a loan. Under
current applicable regulatory requirements (which are subject to change), on
each business day the loan collateral must be at least equal to the value of
the loaned securities. It must consist of cash, bank letters of credit or
securities of the U.S. government or its agencies or instrumentalities, or
other cash equivalents in which the Portfolio is permitted to invest. To be
acceptable as collateral, letters of credit must obligate a bank to pay
amounts demanded by the Portfolio if the demand meets the terms of the
letter. The terms of the letter of credit and the issuing bank both must be
satisfactory to the Portfolio.

When it lends securities, a Portfolio receives amounts equal to the
dividends or interest on loaned securities. It also receives one or more of
(a) negotiated loan fees, (b) interest on securities used as collateral, and
(c) interest on any short-term debt securities purchased with such loan
collateral. Either type of interest may be shared with the borrower. A
Portfolio may also pay reasonable finder's, custodian and administrative fees
in connection with these loans. The terms of these loans must meet
applicable tests under the Internal Revenue Code and must permit a Portfolio
to reacquire loaned securities on five days' notice or in time to vote on any
important matter.

| Borrowing. Currently, under the Investment Company Act, a mutual
fund may borrow only from banks and the maximum amount it may borrow is up to
one-third of its total assets (including the amount borrowed), except that a
fund may borrow up to 5% of its total assets for temporary purposes from any
person. Under the Investment Company Act, there is a rebuttable presumption
that a loan is temporary if it is repaid within 60 days and not extended or
renewed. As a matter of fundamental policy, the Portfolios are authorized to
borrow up to 33 1/3% of its total assets. During periods of substantial
borrowings, the value of the Portfolio's assets would be reduced due to the
added expense of interest on borrowed monies. The Portfolio is authorized to
borrow, and to pledge assets to secure such borrowings, up to the maximum
extent permissible under the Investment Company Act (i.e., presently 50% of
net assets). Any such borrowing will be made only pursuant to the
requirements of the Investment Company Act and will be made only to the
extent that the value of each Portfolio's assets less its liabilities, other
than borrowings, is equal to at least 300% of all borrowings including the
proposed borrowing. If the value of a Portfolio's assets, so computed,
should fail to meet the 300% asset coverage requirement, the Portfolio is
required, within three business days to reduce its bank debt to the extent
necessary to meet such requirement and may have to sell a portion of its
investments at a time when independent investment judgment would not dictate
such sale. Interest on money borrowed is an expense the Portfolio would not
otherwise incur, so that it may have little or no net investment income
during periods of substantial borrowings. Since substantially all of a
Portfolio's assets fluctuate in value, but borrowing obligations are fixed
when the Portfolio has outstanding borrowings, the net asset value per share
of a Portfolio correspondingly will tend to increase and decrease more when
the Portfolio's assets increase or decrease in value than would otherwise be
the case.

The Portfolio has the ability to borrow from banks on an unsecured
basis to invest the borrowed funds in portfolio securities. This speculative
technique is known as "leverage." The Portfolio may not borrow money, except
to the extent permitted under the Investment Company Act, the rules or
regulations thereunder or any exemption therefrom that is applicable to the
Portfolio, as such statute, rules or regulations may be amended or
interpreted from time to time.

The Portfolio will pay interest on these loans, and that interest
expense will raise the overall expenses of the Portfolio and reduce its
returns. If it does borrow, its expenses will be greater than comparable
funds that do not borrow for leverage. Additionally, the Portfolio's net
asset value per share might fluctuate more than that of funds that do not
borrow. Currently, the Portfolio does not contemplate using this technique,
but if it does so, it will not likely do so to a substantial degree.

|X| Hedging (All Portfolios). Although the Portfolios can use certain
hedging instruments and techniques, they are not obligated to use them in
seeking their objectives. A Portfolio's strategy of hedging with futures and
options on futures will be incidental to the Portfolio's activities in the
underlying cash market. The particular hedging instruments each Portfolio
can use are described below.

|_| Put and Call Options. The Portfolios can buy and sell certain kinds of
put options ("puts") and call options ("calls"). The Portfolios can buy and
sell exchange-traded and over-the-counter put and call options, including
index options, securities options, commodities options, and options on the
other types of futures described above. The Portfolios can buy and sell
exchange-traded currency options and the Oppenheimer International Growth
Fund/VA may also buy and sell currency options over-the-counter.

|_| Writing Covered Call Options. (All Portfolios). The Portfolios can
write (that is, sell) covered calls. If a Portfolio sells a call option, it
must be covered. That means the Portfolio must own the security subject to
the call while the call is outstanding, or, for certain calls on indices and
currencies, the call may be covered by segregating liquid assets to enable
that Portfolio to satisfy its obligations if the call is exercised. Up to
20% of each Portfolio's total assets may be subject to calls the Portfolio
writes.

When a Portfolio writes a call on a security, it receives cash (a
premium). That Portfolio agrees to sell the underlying security to a
purchaser of a corresponding call on the same security during the call period
at a fixed exercise price regardless of market price changes during the call
period. The call period is usually not more than nine months. The exercise
price may differ from the market price of the underlying security. The
Portfolio shares the risk of loss that the price of the underlying security
may decline during the call period. That risk may be offset to some extent
by the premium the Portfolio receives. If the value of the investment does
not rise above the call price, it is likely that the call will lapse without
being exercised. In that case the Portfolio would keep the cash premium and
the investment.

When a Portfolio writes a call on an index, it receives cash (a
premium). If the buyer of the call exercises it, the Portfolio will pay an
amount of cash equal to the difference between the closing price of the call
and the exercise price, multiplied by a specified multiple that determines
the total value of the call for each point of difference. If the value of
the underlying investment does not rise above the call price, it is likely
that the call will lapse without being exercised. In that case the Portfolio
would keep the cash premium.

The Portfolios' custodian bank, or a securities depository acting for
the Custodian, will act as the Portfolios' escrow agent, through the
facilities of the Options Clearing Corporation ("OCC"), as to the investments
on which a Portfolio has written calls traded on exchanges or as to other
acceptable escrow securities. In that way, no margin will be required for
such transactions. OCC will release the securities on the expiration of the
option or when the Portfolios enter into a closing transaction.

When the Company writes an over-the-counter ("OTC") option, it will
enter into an arrangement with a primary U.S. government securities dealer
which will establish a formula price at which the Company will have the
absolute right to repurchase that OTC option. The formula price will
generally be based on a multiple of the premium received for the option, plus
the amount by which the option is exercisable below the market price of the
underlying security (that is, the option is "in the money"). When the Company
writes an OTC option, it will treat as illiquid (for purposes of its
restriction on holding illiquid securities) the mark-to-market value of any
OTC option it holds, unless the option is subject to a buy-back agreement by
the executing broker.

To terminate its obligation on a call it has written, a Portfolio may
purchase a corresponding call in a "closing purchase transaction." The
Portfolio will then realize a profit or loss, depending upon whether the net
of the amount of the option transaction costs and the premium received on the
call the Portfolio wrote is more or less than the price of the call the
Portfolio purchases to close out the transaction. The Portfolio may realize
a profit if the call expires unexercised, because the Portfolio will retain
the underlying security and the premium it received when it wrote the call.
Any such profits are considered short-term capital gains for federal income
tax purposes, as are the premiums on lapsed calls. If a Portfolio cannot
effect a closing purchase transaction due to the lack of a market, it will
have to hold the callable securities until the call expires or is exercised.

The Portfolios may also write calls on a futures contract without
owning the futures contract or securities deliverable under the contract.
The Portfolios may use call options on futures contracts solely for bona fide
hedging purposes. To do so, at the time the call is written, the Portfolios
must cover the call by segregating on its books an equivalent dollar amount
of liquid assets. A Portfolio will segregate additional liquid assets if the
value of the segregated assets drops below 100% of the current value of the
future. Because of this segregation requirement, in no circumstances would a
Portfolio's receipt of an exercise notice as to that future require the
Portfolios to deliver a futures contract. It would simply put the Portfolio
in a short futures position, which is permitted by the Portfolios' hedging
policies.

|_| Writing Put Options. (All Portfolios) The Portfolios can
also sell put options on futures. A put option on securities gives the
purchaser the right to sell, and the writer the obligation to buy, the
underlying investment at the exercise price during the option period. The
Portfolios will not write puts, if as a result, more than 50% of the
Portfolios net assets would be required to be identified on its books to
cover such options.

If a Portfolio writes a put, the put must be covered by identifying
liquid assets on its books. The premium the Portfolio receives from writing
a put represents a profit, as long as the price of the underlying investment
remains equal to or above the exercise price of the put. However, the
Portfolio also assumes the obligation during the option period to buy the
underlying investment from the buyer of the put at the exercise price, even
if the value of the investment falls below the exercise price.

If a put a Portfolio has written expires unexercised, the Portfolio
realizes a gain in the amount of the premium less the transaction costs
incurred. If the put is exercised, the Portfolio must fulfill its obligation
to purchase the underlying investment at the exercise price. That price will
usually exceed the market value of the investment at that time. In that
case, the Portfolio may incur a loss if it sells the underlying investment.
That loss will be equal to the sum of the sale price of the underlying
investment and the premium received minus the sum of the exercise price and
any transaction costs the Portfolio incurred.

When writing a put option on a security, to secure its obligation to
pay for the underlying security a Portfolio will identify on its books liquid
assets with a value equal to or greater than the exercise price of the
underlying securities. The Portfolio therefore forgoes the opportunity of
investing the segregated assets or writing calls against those assets.

As long as a Portfolio's obligation as the put writer continues, it may
be assigned an exercise notice by the broker-dealer through which the put was
sold. That notice will require the Portfolio to take delivery of the
underlying security and pay the exercise price. The Portfolio has no control
over when it may be required to purchase the underlying security, since it
may be assigned an exercise notice at any time prior to the termination of
its obligation as the writer of the put. That obligation terminates upon
expiration of the put. It may also terminate if, before it receives an
exercise notice, the Portfolio effects a closing purchase transaction by
purchasing a put of the same series as it sold. Once the Portfolio has been
assigned an exercise notice, it cannot effect a closing purchase transaction.

A Portfolio may decide to effect a closing purchase transaction to
realize a profit on an outstanding put option it has written or to prevent
the underlying security from being put. Effecting a closing purchase
transaction will also permit the Portfolio to write another put option on the
security, or to sell the security and use the proceeds from the sale for
other investments. The Portfolio will realize a profit or loss from a closing
purchase transaction depending on whether the cost of the transaction is less
or more than the premium received from writing the put option. Any profits
from writing puts are considered short-term capital gains for federal tax
purposes.

|_| Purchasing Calls and Puts. (All Portfolios) The Portfolios can
purchase calls to protect against the possibility that its investment
portfolio will not participate in an anticipated rise in the securities
market. When a Portfolio buys a call (other than in a closing purchase
transaction), it pays a premium. The Portfolio then has the right to buy the
underlying investment from a seller of a corresponding call on the same
investment during the call period at a fixed exercise price.

The Portfolio benefits only if it sells the call at a profit or if,
during the call period, the market price of the underlying investment is
above the sum of the call price plus the transaction costs and the premium
paid for the call and the Portfolio exercises the call. If the Portfolio
does not exercise the call or sell it (whether or not at a profit), the call
will become worthless at its expiration date. In that case, the Portfolio
will have paid the premium but lost the right to purchase the underlying
investment.

When a Portfolio purchases a put, it pays a premium and, except as to
puts on indices, has the right to sell the underlying investment to a seller
of a put on a corresponding investment during the put period at a fixed
exercise price.

Buying a put on securities or futures a Portfolio owns enables the
Portfolio to attempt to protect itself during the put period against a
decline in the value of the underlying investment below the exercise price by
selling the underlying investment at the exercise price to a seller of a
corresponding put. If the market price of the underlying investment is equal
to or above the exercise price and, as a result, the put is not exercised or
resold, the put will become worthless at its expiration date. In that case
the Portfolio will have paid the premium but lost the right to sell the
underlying investment. However, the Portfolio may sell the put prior to its
expiration. That sale may or may not be at a profit.

A Portfolio can buy puts whether or not it holds the underlying
investment in its Portfolio. Buying a put on an investment a Portfolio does
not own (such as an index or future) permits the Portfolio either to resell
the put or to buy the underlying investment and sell it at the exercise
price. The resale price will vary inversely to the price of the underlying
investment. If the market price of the underlying investment is above the
exercise price and, as a result, the put is not exercised, the put will
become worthless on its expiration date.

When a Portfolio purchases a call or put on an index or future, it pays
a premium, but settlement is in cash rather than by delivery of the
underlying investment to the Portfolio. Gain or loss depends on changes in
the index in question (and thus on price movements in the securities market
generally) rather than on price movements in individual securities or futures
contracts.

A Portfolio may buy a call or put only if, after the purchase, the
value of all call and put options held by the Portfolio will not exceed 5% of
the Portfolio's total assets.

|_| Buying and Selling Options on Foreign Currencies. All
Portfolios can sell exchange-traded call options on foreign currencies.
Government Securities Portfolio and Oppenheimer International Growth Fund/VA
can also buy exchange-traded calls on foreign currencies. Oppenheimer
International Growth Fund/VA can buy call options on currencies in the OTC
markets. A Portfolio could use these calls to try to protect against
declines in the dollar value of foreign securities and increases in the
dollar cost of foreign securities the Portfolio wants to acquire.

If a portfolio manager anticipates a rise in the dollar value of a
foreign currency in which securities to be acquired are denominated, the
increased cost of those securities may be partially offset by purchasing
calls on that foreign currency. If the portfolio manager anticipates a
decline in the dollar value of a foreign currency, the decline in the dollar
value of portfolio securities denominated in that currency might be partially
offset by writing calls on that foreign currency. However, the currency
rates could fluctuate in a direction adverse to the Portfolios' position.
The Portfolio will then have incurred option premium payments and transaction
costs without a corresponding benefit.

A call written on a foreign currency is "covered" if the Portfolio owns
the underlying foreign currency covered by the call or has an absolute and
immediate right to acquire that foreign currency without additional cash
consideration (or it can do so for additional cash consideration held in a
segregated account by its custodian bank) upon conversion or exchange of
other foreign currency held in its portfolio.

A Portfolio could write a call on a foreign currency to provide a hedge
against a decline in the U.S. dollar value of a security which the Portfolio
owns or has the right to acquire and which is denominated in the currency
underlying the option. That decline might be one that occurs due to an
expected adverse change in the exchange rate. This is known as a
"cross-hedging" strategy. In those circumstances, the Portfolio covers the
option by identifying liquid assets on its books in an amount equal to the
exercise price of the option.

|_| Futures. The Portfolios have different policies and
limitations on the purchase and sale of futures contracts:
o Each Portfolio can buy and sell future contracts on stock indices.
o Each Portfolio can buy and sell futures contracts on individual stocks
("single stock futures").
o Total Return Portfolio, Oppenheimer International Growth Fund/VA and
Government Securities Portfolio may buy and sell interest rate
futures contracts.
o Each portfolio that can invest in securities denominated in foreign
currency can purchase and sell futures on foreign currencies.
o Total Return Portfolio, Oppenheimer International Growth Fund/VA and
Government Securities Portfolio can buy and sell futures
contracts related to financial indices.

A broadly-based stock index is used as the basis for trading stock
index futures. In some cases, these futures may be based on stocks of
issuers in a particular industry or group of industries. A stock index
assigns relative values to the common stocks included in the index and its
value fluctuates in response to the changes in value of the underlying
stocks. A stock index cannot be purchased or sold directly. Bond index
futures are similar contracts based on the future value of the basket of
securities that comprise the index. These contracts obligate the seller to
deliver, and the purchaser to take, cash to settle the futures transaction.
There is no delivery made of the underlying securities to settle the futures
obligation. Either party may also settle the transaction by entering into an
offsetting contract.

An interest rate future obligates the seller to deliver (and the
purchaser to take) cash or a specified type of debt security to settle the
futures transaction. Either party could also enter into an offsetting
contract to close out the position.

Similarly, a single stock future obligates the seller to deliver (and
the purchaser to take) cash or a specified equity security to settle the
futures transaction. Either party could also enter into an offsetting
contract to close out the position. Single stock futures trade on a very
limited number of exchanges, with contracts typically not fungible among the
exchanges.

No money is paid or received by a Portfolio on the purchase or sale of
a future. Upon entering into a futures transaction, the Portfolio will be
required to deposit an initial margin payment with the futures commission
merchant (the "futures broker"). Initial margin payments will be deposited
with the Portfolio's custodian bank in an account registered in the futures
broker's name. However, the futures broker can gain access to that account
only under specified conditions. As the future is marked to market (that is,
its value on that Portfolio's books is changed) to reflect changes in its
market value, subsequent margin payments, called variation margin, will be
paid to or by the futures broker daily.

At any time prior to expiration of the future, a Portfolio may elect to
close out its position by taking an opposite position, at which time a final
determination of variation margin is made and any additional cash must be
paid by or released to that Portfolio. Any loss or gain on the future is
then realized by that Portfolio for tax purposes. All futures transactions
are effected through a clearinghouse associated with the exchange on which
the contracts are traded.

|_| Forward Contracts (All Equity Portfolios). Forward contracts
are foreign currency exchange contracts. They are used to buy or sell
foreign currency for future delivery at a fixed price. A Portfolio can use
them to "lock in" the U.S. dollar price of a security denominated in a
foreign currency that the Portfolio has bought or sold, or to protect against
possible losses from changes in the relative values of the U.S. dollar and a
foreign currency. A Portfolio may also use "cross-hedging" where the
Portfolio hedges against changes in currencies other than the currency in
which a security it holds is denominated.

Under a forward contract, one party agrees to purchase, and another
party agrees to sell, a specific currency at a future date. That date may be
any fixed number of days from the date of the contract agreed upon by the
parties. The transaction price is set at the time the contract is entered
into. These contracts are traded in the inter-bank market conducted directly
among currency traders (usually large commercial banks) and their customers.

A Portfolio may use forward contracts to protect against uncertainty in
the level of future exchange rates. The use of forward contracts does not
eliminate the risk of fluctuations in the prices of the underlying securities
the Portfolio owns or intends to acquire, but it does fix a rate of exchange
in advance. Although forward contracts may reduce the risk of loss from a
decline in the value of the hedged currency, at the same time they limit any
potential gain if the value of the hedged currency increases.

When a Portfolio enters into a contract for the purchase or sale of a
security denominated in a foreign currency, or when it anticipates receiving
dividend payments in a foreign currency, the Portfolio might desire to
"lock-in" the U.S. dollar price of the security or the U.S. dollar equivalent
of the dividend payments. To do so, the Portfolio could enter into a forward
contract for the purchase or sale of the amount of foreign currency involved
in the underlying transaction, in a fixed amount of U.S. dollars per unit of
the foreign currency. This is called a "transaction hedge." The transaction
hedge will protect the Portfolio against a loss from an adverse change in the
currency exchange rates during the period between the date on which the
security is purchased or sold or on which the payment is declared, and the
date on which the payments are made or received.

A Portfolio could also use forward contracts to lock in the U.S. dollar
value of portfolio positions. This is called a "position hedge." When a
portfolio manager believes that foreign currency might suffer a substantial
decline against the U.S. dollar, the Portfolio could enter into a forward
contract to sell an amount of that foreign currency approximating the value
of some or all of the Portfolio's investment securities denominated in that
foreign currency. When a portfolio manager believes that the U.S. dollar
might suffer a substantial decline against a foreign currency, the Portfolio
could enter into a forward contract to buy that foreign currency for a fixed
dollar amount. Alternatively, a Portfolio could enter into a forward
contract to sell a different foreign currency for a fixed U.S. dollar amount
if the portfolio manager believes that the U.S. dollar value of the foreign
currency to be sold pursuant to its forward contract will fall whenever there
is a decline in the U.S. dollar value of the currency in which securities of
the Portfolio are denominated. That is referred to as a "cross hedge."

A Portfolio will cover its short positions in these cases by
identifying on its books liquid assets having a value equal to the aggregate
amount of the Portfolio's commitment under forward contracts. A Portfolio
will not enter into forward contracts or maintain a net exposure to such
contracts if the consummation of the contracts would obligate the Portfolio
to deliver an amount of foreign currency in excess of the value of its
portfolio securities or other assets denominated in that currency or another
currency that is the subject of the hedge.

However, to avoid excess transactions and transaction costs, a
Portfolio may maintain a net exposure to forward contracts in excess of the
value of its portfolio securities or other assets denominated in foreign
currencies if the excess amount is "covered" by liquid securities denominated
in any currency. The cover must be at least equal at all times to the amount
of that excess. As one alternative, the Portfolio may purchase a call option
permitting it to purchase the amount of foreign currency being hedged by a
forward sale contract at a price no higher than the forward contract price.
As another alternative, the Portfolio may purchase a put option permitting it
to sell the amount of foreign currency subject to a forward purchase contract
at a price as high or higher than the forward contract price.

The precise matching of the amounts under forward contracts and the
value of the securities involved generally will not be possible because the
future value of securities denominated in foreign currencies will change as a
consequence of market movements between the date the forward contract is
entered into and the date it is sold. In some cases the portfolio manager
might decide to sell the security and deliver foreign currency to settle the
original purchase obligation. If the market value of the security is less
than the amount of foreign currency the Portfolio is obligated to deliver,
the Portfolio might have to purchase additional foreign currency on the
"spot" (that is, cash) market to settle the security trade. If the market
value of the security instead exceeds the amount of foreign currency the
Portfolio is obligated to deliver to settle the trade, the Portfolio might
have to sell on the spot market some of the foreign currency received upon
the sale of the security. There will be additional transaction costs on the
spot market in those cases.

The projection of short-term currency market movements is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Forward contracts involve the risk that anticipated
currency movements will not be accurately predicted, causing a Portfolio to
sustain losses on these contracts and to pay additional transactions costs.
The use of forward contracts in this manner might reduce a Portfolio's
performance if there are unanticipated changes in currency prices to a
greater degree than if the Portfolio had not entered into such contracts.

At or before the maturity of a forward contract requiring a Portfolio
to sell a currency, the Portfolio might sell a portfolio security and use the
sale proceeds to make delivery of the currency. In the alternative it might
retain the security and offset its contractual obligation to deliver the
currency by purchasing a second contract. Under that contract the Portfolio
will obtain, on the same maturity date, the same amount of the currency that
it is obligated to deliver. Similarly, the Portfolio might close out a
forward contract requiring it to purchase a specified currency by entering
into a second contract entitling it to sell the same amount of the same
currency on the maturity date of the first contract. The Portfolio would
realize a gain or loss as a result of entering into such an offsetting
forward contract under either circumstance. The gain or loss will depend on
the extent to which the exchange rate or rates between the currencies
involved moved between the execution dates of the first contract and
offsetting contract.

The costs to a Portfolio of engaging in forward contracts varies with
factors such as the currencies involved, the length of the contract period
and the market conditions then prevailing. Because forward contracts are
usually entered into on a principal basis, no brokerage fees or commissions
are involved. Because these contracts are not traded on an exchange, the
Company must evaluate the credit and performance risk of the counterparty
under each forward contract.

Although each Portfolio values its assets daily in terms of U.S.
dollars, it does not intend to convert its holdings of foreign currencies
into U.S. dollars on a daily basis. A Portfolio may convert foreign currency
from time to time, and will incur costs in doing so. Foreign exchange
dealers do not charge a fee for conversion, but they do seek to realize a
profit based on the difference between the prices at which they buy and sell
various currencies. Thus, a dealer might offer to sell a foreign currency to
a Portfolio at one rate, while offering a lesser rate of exchange if the
Portfolio desires to resell that currency to the dealer.

|_| Interest Rate Swap Transactions (Government Securities
Portfolio). In an interest rate swap, a Portfolio and another party exchange
their right to receive or their obligation to pay interest on a security.
For example, they might swap the right to receive floating rate payments for
fixed rate payments. A Portfolio can enter into swaps only on securities
that it owns and will not enter into swaps with respect to more than 25% of
its total assets. Also, a Portfolio will identify on its books liquid assets
(such as cash or U.S. government securities) to cover any amounts it could
owe under swaps that exceed the amounts it is entitled to receive, and it
will adjust that amount daily, as needed.

Swap agreements entail both interest rate risk and credit risk. There
is a risk that, based on movements of interest rates in the future, the
payments made by a Portfolio under a swap agreement will be greater than the
payments it received. Credit risk arises from the possibility that the
counterparty will default. If the counterparty defaults, the Portfolio's
loss will consist of the net amount of contractual interest payments that the
Portfolio has not yet received. The Manager will monitor the
creditworthiness of counterparties to a Portfolio's interest rate swap
transactions on an ongoing basis.

A Portfolio can enter into swap transactions with certain
counterparties pursuant to master netting agreements. A master netting
agreement provides that all swaps done between the Portfolio and that
counterparty shall be regarded as parts of an integral agreement. If amounts
are payable on a particular date in the same currency in respect of one or
more swap transactions, the amount payable on that date in that currency
shall be the net amount. In addition, the master netting agreement may
provide that if one party defaults generally or on one swap, the counterparty
may terminate all of the swaps with that party. Under these agreements, if a
default results in a loss to one party, the measure of that party's damages
is calculated by reference to the average cost of a replacement swap for each
swap. It is measured by the mark-to-market value at the time of the
termination of each swap. The gains and losses on all swaps are then netted,
and the result is the counterparty's gain or loss on termination. The
termination of all swaps and the netting of gains and losses on termination
is generally referred to as "aggregation."

|X| Credit Derivatives (Total Return Portfolio). The Portfolio may buy and
sell credit protection by entering into credit default swaps, both directly
and indirectly in the form of a swap embedded within a structured note to
protect against the risk that a security will default. The Portfolio may buy
and sell credit protection using credit default swaps on a single security,
or on a basket of securities. The Portfolio pays a fee to enter into the swap
and receives a fixed payment during the life of the swap.

The Portfolio would buy credit protection to decrease credit exposure
to specific high yield issuers. If the Portfolio buys credit protection for a
corporate issue, the Portfolio must own that corporate issue. However, if the
Portfolio buys credit protection for sovereign debt, the Portfolio may own
either: (i) the reference obligation, (ii) any sovereign debt of that foreign
country, or (iii) sovereign debt of any country that the Manager determines
is closely correlated as an inexact bona fide hedge.

If the Portfolio buys credit protection and there is a credit event
(including bankruptcy, failure to timely pay interest or principal, or a
restructuring), the Portfolio will deliver the defaulted bonds and the swap
counterparty will pay the par amount of the bonds. An associated risk is
adverse pricing when purchasing bonds to satisfy the delivery obligation. If
the swap is on a basket of securities, the notional amount of the swap is
reduced by the par amount of the defaulted bond, and the fixed payments are
then made on the reduced notional amount.

Selling credit protection increases the Portfolio's credit exposure to
specific high yield corporate issuers. The goal would be to increase
liquidity in that market sector via the swap note and its associated increase
in the number of trading instruments, the number and type of market
participants, and market capitalization.

If the Portfolio sells credit protection and there is a credit event
the Portfolio will pay the par amount of the bonds and the swap counterparty
will deliver the bonds. If the swap is on a basket of securities, the
notional amount of the swap is reduced by the par amount of the defaulted
bond, and the fixed payments are then made on the reduced notional amount.

The Portfolio will use no more than 25% of its total assets to buy
credit protection. The Portfolio will limit purchases of credit protection
to no more than 10% of its total assets.

Other risks of credit default swaps include the cost of paying for
credit protection if there are no credit events, pricing transparency when
assessing the cost of a credit default swap, counterparty risk, and the need
to fund the delivery obligation (either cash or the defaulted bonds,
depending on whether the Portfolio bought or sold credit protection).

|_| Risks of Hedging with Options and Futures. The use of hedging
instruments requires special skills and knowledge of investment techniques
that are different than what is required for normal portfolio management. If
the Manager uses a hedging instrument at the wrong time or judges market
conditions incorrectly, hedging strategies may reduce a Portfolio's return.
A Portfolio could also experience losses if the prices of its futures and
options positions were not correlated with its other investments.

A Portfolio's option activities could affect its portfolio turnover
rate, brokerage commissions and transaction costs. The exercise of calls
written by a Portfolio might cause the Portfolio to sell related portfolio
securities, thus increasing its turnover rate. The exercise by a Portfolio
of puts on securities will cause the sale of underlying investments,
increasing portfolio turnover. Although the decision whether to exercise a
put it holds is within the Portfolio's control, holding a put might cause
that Portfolio to sell the related investments for reasons that would not
exist in the absence of the put.

A Portfolio could pay a brokerage commission each time they buy a call
or put, sell a call or put, or buy or sell an underlying investment in
connection with the exercise of a call or put. Those commissions could be
higher on a relative basis than the commissions for direct purchases or sales
of the underlying investments. Premiums paid for options are small in
relation to the market value of the underlying investments. Consequently, put
and call options offer large amounts of leverage. The leverage offered by
trading in options could result in a Portfolio's net asset value being more
sensitive to changes in the value of the underlying investment.

If a covered call written by a Portfolio is exercised on an investment
that has increased in value, that Portfolio will be required to sell the
investment at the call price. It will not be able to realize any profit if
the investment has increased in value above the call price.

An option position may be closed out only on a market that provides
secondary trading for options of the same series, and there is no assurance
that a liquid secondary market will exist for any particular option. A
Portfolio might experience losses if it could not close out a position
because of an illiquid market for the future or option.

There is a risk in using short hedging by selling futures or purchasing
puts on broadly-based indices or futures to attempt to protect against
declines in the value of a Portfolio's investment securities. The risk is
that the prices of the futures or the applicable index will correlate
imperfectly with the behavior of the cash prices of the Portfolio's
securities. For example, it is possible that while the Portfolio has used
hedging instruments in a short hedge, the market might advance and the value
of the securities held by the Portfolio might decline. If that occurred, the
Portfolio would lose money on the hedging instruments and also experience a
decline in the value of its investment securities. However, while this could
occur for a very brief period or to a very small degree, over time the value
of a diversified portfolio of securities will tend to move in the same
direction as the indices upon which the hedging instruments are based.

The risk of imperfect correlation increases as the composition of a
Portfolio's investments diverges from the securities included in the
applicable index. To compensate for the imperfect correlation of movements
in the price of the investments being hedged and movements in the price of
the hedging instruments, a Portfolio might use hedging instruments in a
greater dollar amount than the dollar amount of portfolio securities being
hedged. It might do so if the historical volatility of the prices of the
portfolio securities being hedged is more than the historical volatility of
the applicable index.

The ordinary spreads between prices in the cash and futures markets are
subject to distortions, due to differences in the nature of those markets.
First, all participants in the futures market are subject to margin deposit
and maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or
taking delivery. To the extent participants decide to make or take delivery,
liquidity in the futures market could be reduced, thus producing distortion.
Third, from the point of view of speculators, the deposit requirements in the
futures market are less onerous than margin requirements in the securities
markets. Therefore, increased participation by speculators in the futures
market may cause temporary price distortions.

A Portfolio can use hedging instruments to establish a position in the
securities markets as a temporary substitute for the purchase of individual
securities (long hedging) by buying futures and/or calls on such futures,
broadly-based indices or on securities. It is possible that when the
Portfolio does so the market might decline. If the Portfolio then concludes
not to invest in securities because of concerns that the market might decline
further or for other reasons, the Portfolio will realize a loss on the
hedging instruments that is not offset by a reduction in the price of the
securities purchased.

|_| Regulatory Aspects of Hedging Instruments. The Commodities
Futures Trading Commission (the "CFTC") recently eliminated limitations on
futures trading by certain regulated entities including registered investment
companies and consequently registered investment companies may engage in
unlimited futures transactions and options thereon provided that the
Portfolio claims an exclusion from regulation as a commodity pool operator.
The Portfolio has claimed such an exclusion from registration as a commodity
pool operator under the Commodity Exchange Act ("CEA"). The Portfolio may use
futures and options for hedging and non-hedging purposes to the extent
consistent with its investment objective, internal risk management guidelines
adopted by the Portfolio's investment advisor (as they may be amended from
time to time), and as otherwise set forth in the Portfolio's Prospectus or
this Statement of Additional Information.

Transactions in options by the Portfolios are subject to limitations
established by the option exchanges. The exchanges limit the maximum number
of options that may be written or held by a single investor or group of
investors acting in concert. Those limits apply regardless of whether the
options were written or purchased on the same or different exchanges or are
held in one or more accounts or through one or more different exchanges or
through one or more brokers. Thus, the number of options that a Portfolio
may write or hold may be affected by options written or held by other
entities, including other investment companies having the same adviser as the
Portfolio (or an adviser that is an affiliate of the Portfolio's investment
advisor). The exchanges also impose position limits on futures
transactions. An exchange may order the liquidation of positions found to be
in violation of those limits and may impose certain other sanctions.

Under the Investment Company Act, when a Portfolio purchases a future,
it must maintain cash or readily marketable short-term debt instruments in an
amount equal to the market value of the securities underlying the future,
less the margin deposit applicable to it.

|_| Tax Aspects of Certain Hedging Instruments. Certain foreign
currency exchange contracts in which the Portfolios may invest are treated as
"Section 1256 contracts" under the Internal Revenue Code. In general, gains
or losses relating to Section 1256 contracts are characterized as 60%
long-term and 40% short-term capital gains or losses under the Code. However,
foreign currency gains or losses arising from Section 1256 contracts that are
forward contracts generally are treated as ordinary income or loss. In
addition, Section 1256 contracts held by the Portfolios at the end of each
taxable year are "marked-to-market," and unrealized gains or losses are
treated as though they were realized. An election can be made by the
Portfolios to exempt those transactions from this marked-to-market treatment.

Certain forward contracts the Portfolios enter into may result in
"straddles" for Federal income tax purposes. The straddle rules may affect
the character and timing of gains (or losses) recognized by a Portfolio on
straddle positions. Generally, a loss sustained on the disposition of a
position making up a straddle is allowed only to the extent that the loss
exceeds any unrecognized gain in the offsetting positions making up the
straddle. Disallowed loss is generally allowed at the point where there is
no unrecognized gain in the offsetting positions making up the straddle, or
the offsetting position is disposed of.

Under the Internal Revenue Code, the following gains or losses are
treated as ordinary income or loss:
(1) gains or losses attributable to fluctuations in exchange rates that
occur between the time a Portfolio accrues interest or other
receivables or accrues expenses or other liabilities denominated in
a foreign currency and the time the Portfolio actually collects such
receivables or pay such liabilities, and
(2) gains or losses attributable to fluctuations in the value of a foreign
currency between the date of acquisition of a debt security
denominated in a foreign currency or foreign currency forward
contracts and the date of disposition.

Currency gains and losses are offset against market gains and losses on
each trade before determining a net "Section 988" gain or loss under the
Internal Revenue Code for that trade, which may increase or decrease the
amount of a Portfolio's investment income available for distribution to its
shareholders.

|X| Temporary Defensive and Interim Investments. When market
conditions are unstable, or the Manager believes it is otherwise appropriate
to reduce holdings in stocks, the Portfolios can invest in a variety of debt
securities for defensive purposes. The Portfolios can also purchase these
securities for liquidity purposes to meet cash needs due to the redemption of
Portfolio shares, or to hold while waiting to reinvest cash received from the
sale of other portfolio securities. The Portfolios can buy:
|_| obligations issued or guaranteed by the U. S. government or its
instrumentalities or agencies,
|_| commercial paper (short-term, unsecured, promissory notes of domestic
or foreign companies) rated in the three top rating categories of a
nationally recognized rating organization,
|_| short-term debt obligations of corporate issuers, rated investment
grade (rated at least Baa by Moody's or at least BBB by Standard &
Poor's, or a comparable rating by another rating organization), or
unrated securities judged by the Manager to have a comparable
quality to rated securities in those categories,
|_| certificates of deposit and bankers' acceptances of domestic and
foreign banks having total assets in excess of U.S. $1 billion,
and
|_| repurchase agreements.

Short-term debt securities would normally be selected for defensive or
cash management purposes because they can normally be disposed of quickly,
are not generally subject to significant fluctuations in principal value and
their value will be less subject to interest rate risk than longer-term debt
securities.

|X| Portfolio Turnover. "Portfolio turnover" describes the rate at
which each Portfolio traded its portfolio securities during its previous
fiscal year. For example, if a fund sold all of its securities during the
year, its portfolio turnover rate would have been 100%. Each Portfolio's
portfolio turnover rate will fluctuate from year to year, and the Portfolios
can have a portfolio turnover rate of 100% or more. Over the two most
recently completed fiscal years, the portfolio turnover rate for Total Return
Portfolio has decreased significantly while the portfolio turnover rate for
Government Securities Portfolio has increased significantly. These
significant variations were caused by a change in the method used by the
Manager to calculate portfolio turnover. Specifically, the Manager now
excludes To-Be-Announced (TBA) mortgage-related securities from the
Portfolios' turnover ratios.

Increased portfolio turnover creates higher brokerage and transaction
costs for the Portfolios, which may reduce its overall performance.
Additionally, the realization of capital gains from selling portfolio
securities may result in distributions of taxable long-term capital
gains to shareholders, since the Portfolios will normally distribute all of
its capital gains realized each year, to avoid excise taxes under the
Internal Revenue Code.

Investment Restrictions

|X| What Are "Fundamental Policies?" Fundamental policies are those
policies that each Portfolio has adopted to govern its investments that can
be changed only by the vote of a "majority" of the Portfolio's outstanding
voting securities. Under the Investment Company Act, a "majority" vote is
defined as the vote of the holders of the lesser of:
|_| 67% or more of the shares present or represented by proxy at a
shareholder meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, or
|_| more than 50% of the outstanding shares.

The Portfolios' investment objectives are not fundamental policies, but
will not be changed by the Board of Directors without advance notice to
shareholders. Other policies described in the Prospectus or this Statement of
Additional Information are "fundamental" only if they are identified as
such. The Board of Directors can change non-fundamental policies without
shareholder approval. However, significant changes to investment policies
will be described in supplements or updates to the Prospectus or this
Statement of Additional Information, as appropriate. The Portfolios' most
significant investment policies are described in the Prospectus.

|X| Do the Portfolios Have Additional Fundamental Policies? The
following investment restrictions are fundamental policies of Total Return
Portfolio, Growth Portfolio, Government Securities Portfolio and Oppenheimer
International Growth Fund/VA.

|_| A Portfolio cannot invest in "senior securities", except to the extent
permitted under the Investment Company Act, the rules or
regulations thereunder or any exemption therefrom that is
applicable to the Company, as such statute, rules or regulations
may be amended or interpreted from time to time.
|_| Total Return Portfolio and Growth Portfolio cannot concentrate
investments. That means these portfolios cannot invest 25% or more
of their total assets in companies in any one industry. That limit
does not apply to securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities or securities
issued by investment companies.
|_| A Portfolio cannot invest in physical commodities or commodities
contracts. However, a Portfolio can invest in hedging instruments
permitted by any of its other investment policies, and can buy or
sell options, futures, securities or other instruments backed by,
or the investment return from which is linked to, changes in the
price of physical commodities, commodity contracts or currencies.
|_| A Portfolio cannot invest in real estate or in interests in real
estate. However, a Portfolio can purchase securities of issuers
holding real estate or interests in real estate (including
securities of real estate investment trusts) if permitted by its
other investment policies.
|_| A Portfolio may not borrow money, except to the extent permitted under
the Investment Company Act, the rules or regulations thereunder or
any exemption therefrom that is applicable to the Company, as such
statute, rules or regulations may be amended or interpreted from
time to time.
|_| A Portfolio cannot make loans, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any
exemption therefrom that is applicable to the Portfolio, as such
statute, rules or regulations may be amended or interpreted from
time to time.
|_| Total Return Portfolio, Growth Portfolio and Oppenheimer International
Growth Fund/VA cannot buy securities or other instruments issued or
guaranteed by any one issuer if more than 5% of its total assets
would be invested in securities or other instruments of that issuer
or if it would then own more than 10% of that issuer's voting
securities. This limitation applies to 75% of the Portfolio's
total assets. The limit does not apply to securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities or securities of other investment companies.
|_| A Portfolio cannot underwrite securities of other issuers. A permitted
exception is if the Portfolio is deemed to be an underwriter under
the 1933 Act in selling its investment securities.

Do the Portfolios Have Other Restrictions that are Not Fundamental Policies?

The Portfolios have an additional restriction on their investment
policies that is not fundamental, which means that it can be changed by the
Board of Directors, without obtaining approval from the Portfolio's
outstanding voting securities.

|_| Total Return Portfolio and Growth Portfolio cannot invest in securities
of foreign issuers if at the time of acquisition more than 10% of
its total assets, taken at market value, would be invested in those
securities. However, a Portfolio can invest up to 25% of its total
assets in securities (i) issued, assumed or guaranteed by foreign
governments, or political subdivisions or instrumentalities
thereof, (ii) assumed or guaranteed by domestic issuers, including
Eurodollar securities, or (iii) issued, assumed or guaranteed by
foreign issuers having a class of securities listed for trading on
the Exchange.

Disclosure of Portfolio Holdings. The Portfolios have adopted policies and
procedures concerning the dissemination by employees, officers and/or
directors of the Investment Advisor, Distributor, and Transfer Agent of
information about the portfolio securities holdings of the Portfolios. These
policies are designed to assure that dissemination of non-public information
about portfolio securities is distributed for a legitimate business purpose,
and is done in a manner that (a) conforms to applicable laws and regulations
and (b) is designed to prevent that information from being used in a way that
could negatively affect the Portfolio's investment program or enable third
parties to use that information in a manner that is harmful to a Portfolio.

Until publicly disclosed, a Portfolio's holdings are proprietary,
confidential business information. While recognizing the importance of
providing Portfolio shareholders with information about their Portfolio's
investments and providing portfolio information to a variety of third parties
to assist with the management, distribution and administrative process, such
need for transparency must be balanced against the risk that third parties
who gain access to a Portfolio's holdings information could attempt to use
that information to trade ahead of or against the Portfolio, which could
negatively affect the prices the Portfolio is able to obtain in portfolio
transactions or the availability of the portfolio securities that portfolio
managers are trading in on a Portfolio's behalf.

The Manager and its subsidiaries and affiliates, employees, officers, and
directors, shall neither solicit nor accept any compensation or other
consideration (including any agreement to maintain assets in the Portfolio or
in other investment companies or accounts managed by the Manager or any
affiliated person of the Manager) in connection with the disclosure of a
Portfolio's non-public portfolio holdings. The receipt of investment advisory
fees or other fees and compensation paid to the Manager and their
subsidiaries pursuant to agreements approved by the Portfolio's Board shall
not be deemed to be "compensation" or "consideration" for these purposes. It
is a violation of the Code of Ethics for any covered person to release
holdings in contravention of portfolio holdings disclosure policies and
procedures adopted by the Portfolio.

A list of the top 10 or more portfolio securities holdings (based on invested
assets), listed by security or by issuer, as of the end of each month may be
disclosed to third parties (subject to the procedures below) no sooner than
15 days after month-end. The top 10 or more holdings also shall be posted on
the OppenheimerFunds' website at www.oppenheimerfunds.com in the "Fund
Profiles" section. Other general information about a Portfolio's
investments, such as portfolio composition by asset class, industry, country,
currency, credit rating or maturity, may also be posted with a 15-day lag.

Except under special limited circumstances discussed below, month-end lists
of a Portfolio's complete portfolio holdings may be disclosed no sooner than
30-days after the relevant month-end, subject to the procedures below. If
they have not been disclosed publicly, they may be disclosed pursuant to
special requests for legitimate business reasons, provided that:

o The third-party recipient must first submit a request for release of
Portfolio's holdings, explaining the business reason for the request;
o Senior officers (a Senior Vice President or above) in the Manager's
Portfolio and Legal departments must approve the completed request for
release of Portfolio's holdings; and
o The third-party recipient must sign the Manager's portfolio holdings
non-disclosure agreement before receiving the data, agreeing to keep
confidential information that is not publicly available regarding a
Portfolio's holdings and agreeing not to trade directly or indirectly
based on the information.

An exception may be made to provide portfolio holdings information on a more
current basis to insurance company sponsors that have signed a Participation
Agreement with, and offer series of, Oppenheimer Variable Account Funds or
Panorama Series Fund, Inc. to their separate account contract holders, if
such insurance companies require such portfolio holdings information for
inclusion in reports to their contract holders, and have contractually
undertaken to keep such information confidential. Additionally, such
information may be made available to new insurance company sponsors that
first sign a confidentiality agreement in connection with evaluating offering
such funds under their separate accounts.

Complete portfolio holdings positions may be released to the following
categories of entities or individuals on an ongoing basis, provided that such
entity or individual either (1) has signed an agreement to keep such
information confidential and not trade on the basis of such information or
(2) is subject to fiduciary obligations, as a member of the Companies' Board,
or as an employee, officer and/or director of the Manager, Distributor, or
Transfer Agent, or their respective legal counsel, not to disclose such
information except in conformity with these policies and procedures and not
to trade for his/her personal account on the basis of such information:

o Employees of the Portfolio's Manager, Distributor and Transfer Agent
who need to have access to such information (as determined by senior
officers of such entity),
o The Portfolio's certified public accountants and auditors,
o Members of the Portfolio's Board and the Board's legal counsel,
o The Portfolio's custodian bank,
o A proxy voting service designated by the Portfolios and their Board,
o Rating/ranking organizations (such as Lipper and Morningstar),
o Insurance companies having separate accounts invested in Oppenheimer
Variable Account Funds or Panorama Series Fund, Inc. (to prepare their
financial statements or analysis),
o Portfolio pricing services retained by the Manager to provide portfolio
security prices, and
o Dealers, to obtain bids (price quotations, because securities are not
priced by the Portfolio's regular pricing services).

Portfolio holdings information of a Portfolio may be provided, under limited
circumstances, to brokers and dealers or others with whom the Portfolio
trades and/or entities that provide investment coverage and/or analytical
information regarding the portfolio, provided that there is a legitimate
investment reason for providing the information to the broker or dealer or
other entity. Month-end portfolio holdings information may, under this
procedure, be provided to vendors providing research information and/or
analytics to the fund, with at least a 15-day delay after the month end, but
in certain cases may be provided to a broker or analytical vendor with a 1- 2
day lag to facilitate the provision of requested investment information to
the manager to facilitate a particular trade or the portfolio manager's
investment process for the Portfolio. Any third party receiving such
information must first sign the Manager's portfolio holdings non-disclosure
agreement as a pre-condition to receiving this information.

Portfolio holdings information (which may include information on individual
securities positions or multiple securities) may be provided to the entities
listed below (1) by portfolio traders employed by the Manager in connection
with portfolio trading, and (2) by the members of the Manager's Security
Valuation Group and Accounting Departments in connection with portfolio
pricing or other portfolio evaluation purposes:

o Brokers and dealers in connection with portfolio transactions
(purchases and sales)
o Brokers and dealers to obtain bids or bid and asked prices (if
securities held by a Portfolio are not priced by the Portfolio's regular
pricing services)
o Dealers to obtain price quotations where the Portfolio is not
identified as the owner

Portfolio holdings information (which may include information on a
Portfolio's entire portfolio or individual securities therein) may be
provided by senior officers of the Investment Advisor or attorneys on the
legal staff of the Manager, Distributor, or Transfer Agent, in the following
circumstances:

o Response to legal process in litigation matters, such as responses to
subpoenas or in class action matters where the Portfolio may be part of
the plaintiff class (and seeks recovery for losses on a security) or a
defendant,
o Response to regulatory requests for information (the SEC, NASD, state
securities regulators, and/or foreign securities authorities, including
without limitation requests for information in inspections or for
position reporting purposes),
o To potential sub-advisors of portfolios (but only pursuant to
confidentiality agreements),
o To consultants for retirement plans for plan sponsors/discussions at
due diligence meetings (if entire portfolio holdings are provided,
however, it shall be done only pursuant to a confidentiality agreement),
o Investment bankers in connection with merger discussions (but only
pursuant to confidentiality agreements)

Portfolio managers and analysts may, subject to the Manager's policies on
communications with the press and other media, discuss portfolio information
in interviews with members of the media, or in due diligence or similar
meetings with clients or prospective purchasers of Portfolio shares or their
financial intermediary representatives.

The Portfolio's shareholders may, under unusual circumstances (such as a lack
of liquidity in the portfolio to meet redemptions), receive redemption
proceeds of their Portfolio shares paid as pro rata shares of securities held
in the Portfolio. In such circumstances, disclosure of the Portfolio's
holdings may be made to such shareholders.

The Chief Compliance Officer (the "CCO") of the Portfolio and the Investment
Manager, Distributor, and Transfer Agent shall oversee the compliance by the
Manager, Distributor, Transfer Agent, and their personnel with these policies
and procedures. At least annually, the CCO shall report to the Companies'
Board on such compliance oversight and on the categories of entities and
individuals to which disclosure of portfolio holdings of the Portfolio has
been made during the preceding year pursuant to these policies. The CCO shall
report to the Companies' Board any material violation of these policies and
procedures during the previous calendar quarter and shall make
recommendations to the Companies and to the Boards as to any amendments that
the CCO believes are necessary and desirable to carry out or improve these
policies and procedures.

The Manager and/or the Portfolio have entered into ongoing arrangements to
make available information about the Portfolio's holdings. One or more of
the Oppenheimer funds may currently disclose portfolio holdings information
based on ongoing arrangements to the following parties:

A.G. Edwards & Sons Fortis Securities Nomura Securities
ABG Securities Fox-Pitt, Kelton Pacific Crest
ABN AMRO Friedman, Billing, Pacific Crest
Ramsey Securities
Advest Fulcrum Global Partners Pacific Growth Equities
AG Edwards Garp Research Petrie Parkman
American Technology Research George K Baum & Co. Pictet
Auerbach Grayson Goldman Piper Jaffray Inc.
Banc of America Securities Goldman Sachs Plexus
Barclays HSBC Prager Sealy & Co.
Baseline HSBC Securities Inc Prudential Securities
Bear Stearns ING Barings Ramirez & Co.
Belle Haven ISI Group Raymond James
Bloomberg Janney Montgomery RBC Capital Markets
BNP Paribas Jefferies RBC Dain Rauscher
BS Financial Services Jeffries & Co. Research Direct
Buckingham Research Group JP Morgan Robert W. Baird
Caris & Co. JP Morgan Securities Roosevelt & Cross
CIBC World Markets JPP Eurosecurities Russell Mellon
Citigroup Keefe, Bruyette & Woods Ryan Beck & Co.
Citigroup Global Markets Keijser Securities Sanford C. Bernstein
Collins Stewart Kempen & Co. USA Inc. Scotia Capital Markets
Craig-Hallum Capital Group LLC Kepler Equities/Julius SG Cowen & Co.
Baer Sec
Credit Agricole Cheuvreux KeyBanc Capital Markets SG Cowen Securities
N.A. Inc.
Credit Suisse First Boston Leerink Swan Soleil Securities Group
Daiwa Securities Legg Mason Standard & Poor's
Davy Lehman Stone & Youngberg
Deutsche Bank Lehman Brothers SWS Group
Deutsche Bank Securities Lipper Taylor Rafferty
Dresdner Kleinwort Wasserstein Loop Capital Markets Think Equity Partners
Emmet & Co MainFirst Bank AG Thomas Weisel Partners
Empirical Research Makinson Cowell US Ltd UBS
Enskilda Securities Maxcor Financial Wachovia
Essex Capital Markets Merrill Wachovia Corp
Exane BNP Paribas Merrill Lynch Wachovia Securities
Factset Midwest Research Wescott Financial
Fidelity Capital Markets Mizuho Securities William Blair
Fimat USA Inc. Morgan Stanley Yieldbook
First Albany Morningstar
First Albany Corporation Natexis Bleichroeder
Fixed Income Securities Ned Davis Research Group

How the Portfolios Are Managed

Organization and History. Panorama Series Fund, Inc., the investment company
of which each Portfolio is a series, was incorporated in Maryland on August
17, 1981. It is referred to as the "Company" in this Statement of Additional
Information. Prior to May 1, 1996, the Company was named Connecticut Mutual
Financial Services Series Fund I, Inc.

| Classes of Shares. The Directors are authorized, without
shareholder approval, to create new series and classes of shares. The
Directors may reclassify unissued shares of the Portfolios into additional
series or classes of shares. The Directors also may divide or combine the
shares of a class into a greater or lesser number of shares without changing
the proportionate beneficial interest of a shareholder in the Portfolios.
Shares do not have cumulative voting rights or preemptive or subscription
rights. Shares may be voted in person or by proxy at shareholder meetings.

Each Portfolio currently has two classes of shares authorized. All the
Portfolios offer a class with no name designation referred to as "Non-Service
shares" and the Oppenheimer International Growth Fund/VA offers a Service
Share Class. All classes of a particular portfolio invest in the same
investment portfolio. Each class of shares:
o has its own dividends and distributions,
o pays certain expenses which may be different for the different classes,
o may have a different net asset value,
o may have separate voting rights on matters in which interests of one
class are different from interests of another class, and
o votes as a class on matters that affect that class alone.

Shares are freely transferable, and each share of each class has one
vote at shareholder meetings, with fractional shares voting proportionally on
matters submitted to the vote of shareholders. Each share of the Portfolio
represents an interest in the Portfolio proportionately equal to the interest
of each other share of the same class.

Meetings of Shareholders. Although the Portfolio is not required by
Maryland law to hold annual meetings, it may hold shareholder meetings from
time to time on important matters or when required to do so by the Investment
Company Act or other applicable law. The shareholders of the Portfolios of
the Company have the right to call a meeting to remove a Director or to take
certain other action described in the Articles of Incorporation or allowable
under Maryland law.

The Portfolio will hold a meeting when the Directors call a meeting or
upon proper request of shareholders. If the Company receives a written
request of the record holders of at least 25% of the outstanding shares of
the Company's Portfolios eligible to be voted at a meeting to call a meeting
for a specified purpose (which might include the removal of a Director), the
Directors will call a meeting of shareholders for that specified purpose. The
Company has undertaken that it will then either give the applicants access to
the Portfolio's shareholder list or mail the applicants' communication to all
other shareholders at the applicants' expense.

Board of Directors and Oversight Committees. The Company is governed by a
Board of Directors, which is responsible for protecting the interests of
shareholders under Maryland law. The Directors meet periodically throughout
the year to oversee each Portfolio's activities, review its performance, and
review the actions of the Manager.

The Board of Directors has an Audit Committee, a Review Committee and a
Governance Committee. The Audit Committee is comprised solely of Independent
Directors. The members of the Audit Committee are Edward L. Cameron
(Chairman), George C. Bowen, Robert J. Malone and F. William Marshall, Jr.
The Audit Committee held seven meetings during the fiscal year ended December
31, 2004. The Audit Committee furnishes the Board with recommendations
regarding the selection of the Portfolio's independent registered public
accounting firm. Other main functions of the Audit Committee include, but are
not limited to: (i) reviewing the scope and results of financial statement
audits and the audit fees charged; (ii) reviewing reports from the
Portfolio's independent registered public account firm regarding the
Portfolio's internal accounting procedures and controls; (iii) reviewing
certain reports from and meeting periodically with the Portfolios' Chief
Compliance Officer (iv) reviewing reports from the Manager's Internal Audit
Department; (v) maintaining a separate line of communication between the
Portfolio's independent registered public accounting firm and its Independent
Directors; and (vi) exercise all other functions outlined in the Audit
Committee Charter, including but not limited to reviewing the independence of
the Portfolio's independent registered public accounting firm and the
pre-approval of the performance by the Portfolio's independent registered
public accounting firm of any non-audit service, including tax service, for
the Portfolio and the Manager and certain affiliates of the Manager that are
not prohibited by the Sarbanes-Oxley Act.

The members of the Review Committee are Jon S. Fossel (Chairman),
Robert G. Avis, Sam Freedman, and Beverly Hamilton. The Review Committee
held six meetings during the fiscal year ended December 31, 2004. Among other
functions, the Review Committee reviews reports and makes recommendations to
the Board concerning the fees paid to the Portfolio's transfer agent and the
Manager and the services provided to the Portfolio by the transfer agent and
the Manager. The Review Committee also reviews the Portfolio's investment
performance and policies and procedures adopted by the Portfolio to comply
with Investment Company Act and other applicable law.

The members of the Governance Committee are Robert Malone (Chairman),
William Armstrong, Beverly Hamilton and F. William Marshall, Jr. Each member
of the Committee is independent, meaning each person is not an "interested
person" as defined in the Investment Company Act. The Governance Committee
was established in August 2004 and held two meetings during the Portfolio's
fiscal year ended December 31, 2004. The Governance Committee is expected to
consider general governance matters, including a formal process for
shareholders to send communications to the Board and the qualifications of
candidates for board positions including consideration of any candidate
recommended by shareholders.

The Governance Committee adopted a charter on April 26, 2005. Among
other functions, the Committee has adopted a process for shareholder
submission of nominees for board positions. Shareholders may submit names of
individuals, accompanied by complete and properly supported resumes, for the
Governance Committee's consideration by mailing such information to the
Committee in care of the Portfolios. The Committee may consider such persons
at such time as it meets to consider possible nominees. The Committee,
however, reserves sole discretion to determine which candidates for directors
and independent directors it will recommend to the Board and/or shareholders
and it may identify candidates other than those submitted by Shareholders.
The Committee may, but need not, consider the advice and recommendation of
the Manager and/or its affiliates in selecting nominees. The full Board
elects new trustees except for those instances when a shareholder vote is
required.

Shareholders who desire to communicate with the Board should address
correspondence to the Board or an individual Board member and may submit
their correspondence electronically at www.opppenheimerfunds.com under the
caption "contact us" or by mail to the Portfolio at the address above. The
Governance Committee will consider if a different process should be
recommended to the Board.

Directors and Officers of the Company. Except for John V. Murphy, each of
the Directors is an "Independent Director" under the Investment Company Act.
Mr. Murphy is an "Interested Director," because he is affiliated with the
Manager by virtue of his positions as an officer and Director of the Manager,
and as a shareholder of its parent company. Mr. Murphy was elected as a
Director of the Portfolios with the understanding that in the event he ceases
to be the Chief Executive Officer of the Manager, he will resign as a
Director of the Company and the other Board II Funds (defined below) for
which he is a Trustee or Director. All of the Directors are also Directors or
Trustees of the following Oppenheimer funds (except for Ms. Hamilton and Mr.
Malone, who are not Trustees of Oppenheimer Senior Floating Rate Fund)
(referred to as the "Board II Funds"):

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Oppenheimer Principal Protected
Oppenheimer Cash Reserves Trust III
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Oppenheimer Champion Income Fund Oppenheimer Real Asset Fund
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Oppenheimer Capital Income Fund Oppenheimer Senior Floating Rate Fund
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Oppenheimer Equity Fund, Inc. Oppenheimer Strategic Income Fund
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Oppenheimer High Yield Fund Oppenheimer Variable Account Funds
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Oppenheimer International Bond Fund Panorama Series Fund, Inc.
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Oppenheimer Integrity Funds
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Oppenheimer Limited-Term Government
Fund
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Centennial California Tax Exempt
Oppenheimer Main Street Fund, Inc. Trust
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Oppenheimer Main Street Opportunity
Fund Centennial Government Trust
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Oppenheimer Main Street Small Cap
Fund Centennial Money Market Trust
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Oppenheimer Municipal Fund Centennial New York Tax Exempt Trust
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Oppenheimer Principal Protected Trust Centennial Tax Exempt Trust
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Oppenheimer Principal Protected
Trust II
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Present or former officers, directors, Directors and employees (and
their immediate family members) of the Portfolios, the Manager and its
affiliates, and retirement plans established by them for their employees are
permitted to purchase Non-Service shares of the Portfolios and the other
Oppenheimer funds at net asset value without sales charge. The sales charge
on Non-Service shares is waived for that group because of the economies of
sales efforts realized by the Distributor.

Messrs. Bomfim, Caan, Gillespie, Gord, Evans, Manioudakis, Miao,
Monoyios, Moon, Murphy, Petersen, Reinganum, Schmidt, Vandehey, Vottiero,
Wixted and Zack and Mss. Bloomberg and Ives who are officers of the
Portfolios, hold the same offices with one or more of the other Board II
Funds. As of March 31, 2005 the Directors and officers of the Portfolios, as
a group, owned of record or beneficially less than 1% of any class of shares
of the Portfolios. The foregoing statement does not reflect ownership of
shares of the Portfolios held of record by an employee benefit plan for
employees of the Manager, other than the shares beneficially owned under that
plan by the officers of the Funds listed above. In addition, none of the
Independent Directors (nor any of their immediate family members) own
securities of either the Manager or the Distributor of the Board II Funds or
of any entity directly or indirectly controlling, controlled by or under
common control with the Manager or the Distributor.

The Portfolios' Directors and officers, their positions held with the
Company and length of service in such position(s) and their principal
occupations and business affiliations during the past five years are listed
in the chart below. The chart also includes information about the Directors'
beneficial share ownership in the Portfolios and in all registered investment
companies that a Director oversees in the Oppenheimer family of funds
("Supervised Funds"). The address of each Director in the chart below is 6803
S. Tucson Way, Centennial, CO 80112. Each Trustee serves for an indefinite
term, until his or her resignation, retirement, death or removal.

-------------------------------------------------------------------------------
Independent Directors
-------------------------------------------------------------------------------
------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Dollar Aggregate
Dollar
Range Of
Range of Shares
Years; Shares Beneficially
Position(s) Held Other Trusteeships/Directorships Held by BeneficiallOwned in
with Company, Trustee; Owned in any of the
Length of Service, Number of Portfolios in Fund Complex the Oppenheimer
Age Currently Overseen by Director Portfolios Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
As of December 31, 2004
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
William L. Chairman of the following private None Over
Armstrong, mortgage banking companies: Cherry Creek
Chairman of the Mortgage Company (since 1991),
Board since 2003 Centennial State Mortgage Company (since
and Director 1994) and The El Paso Mortgage Company
since 1999 (since 1993); Chairman of the following
Age: 68 private companies: Ambassador Media
Corporation and Broadway Ventures (since
1984); and Director of the following
public company: Helmerich & Payne, Inc.
(since 1992) (an oil and gas
drilling/production company). Mr.
Armstrong is also a Director/Trustee of
Campus Crusade for Christ (since 1991)
and the Bradley Foundation (since 2002).
Chairman of the following: Transland
Financial Services, Inc. (1997-2003) (a
private mortgage banking company), Great
Frontier Insurance (an insurance agency)
(1995-2000), Frontier Real Estate, Inc.
(1994-2000) (residential real estate
brokerage) and Frontier Title
(1995-2000) (a title insurance agency);
Director of the following: UNUMProvident
(1991-2003) (an insurance company),
Storage Technology Corporation $100,000
(1991-2003) (a computer equipment
company) and International Family
Entertainment (1992-1997) (a television
channel). Mr. Armstrong is also a former
U.S. Senator (January 1979-January
1991). Oversees 38 portfolios in the
OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Avis, Director and President of A.G. Edwards
Director since Capital, Inc. (General Partner of
1996 private equity funds) (until February
Age: 73 2001); Chairman, President and Chief
Executive Officer of A.G. Edwards
Capital, Inc. (until March 2000)
(General Partner of private equity
funds); a Director (until March 2000)
and a Vice Chairman (until March 1999)
of A.G. Edwards & Sons (a brokerage Over
company); Director (until March 2000) None $100,000
and Chairman (until March 1999) of A.G.
Edwards Trust Company (an investment
adviser); a Vice Chairman and Director
of A.G. Edwards, Inc. (until March
1999); and Chairman of A.G.E. Asset
Management (until March 1999) (an
investment adviser). Oversees 38
portfolios in the OppenheimerFunds
complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
George C. Bowen, Assistant Secretary and a Director of
Director since Centennial Asset Management Corporation
2002 (December 1991-April 1999); President,
Age: 68 Treasurer and a Director of Centennial
Capital Corporation (June 1989-April
1999); Chief Executive Officer and a
Director of MultiSource Services, Inc. None Over
(March 1996-April 1999). Until April $100,000
1999, Mr. Bowen held several positions
with the Manager and in subsidiary or
affiliated companies of the Manager.
Oversees 38 portfolios in the
OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Edward L. Cameron, A member of The Life Guard of Mount
Director since Vernon (since June 2000) (George
2002 Washington's home). Director of Genetic
Age: 66 ID, Inc. and its subsidiaries (March
2001-May 2002) (a privately held biotech
company); a partner with
PricewaterhouseCoopers LLP (July None Over
1974-June 1999) (an accounting firm); $100,000
and Chairman of Price Waterhouse LLP
Global Investment Management Industry
Services Group (July 1994-June 1998).
Oversees 38 portfolios in the
OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Jon S. Fossel, Director of UNUMProvident (since June
Director since 2002) (an insurance company) and of
1996 Northwestern Energy Corp. (since
Age: 63 November 2004) (a public utility
electric and gas utility corporation).
Director of P.R. Pharmaceuticals
(October 1999-October 2003) (a privately
held company) and the Rocky Mountain Elk
Foundation (February 1998-February 2003)
(a non-profit foundation); Chairman and Over
a Director (until October 1996) and None $100,000
President and Chief Executive Officer
(until October 1995) of the Manager;
President, Chief Executive Officer and a
Director of Oppenheimer Acquisition
Corp., Shareholders Services Inc. and
Shareholder Financial Services, Inc.
(until October 1995). Oversees 38
portfolios in the OppenheimerFunds
complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Sam Freedman, Director of Colorado Uplift (since
Director since September 1984) (a non-profit charity).
1996 Until October 1994, Mr. Freedman held
Age: 64 several positions with the Manager and None Over
with subsidiary or affiliated companies $100,000
of the Manager. Oversees 38 portfolios
in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Beverly L. Trustee of Monterey Institute for
Hamilton, International Studies (since February
Director since 2000) (an educational organization); a
2002 Director of the following: The
Age: 58 California Endowment (since April 2002)
(a philanthropic organization), the
Community Hospital of Monterey Peninsula
(since February 2002) (an educational
organization), the American Funds
Emerging Markets Growth Fund (since
October 1991) (a mutual fund). Mrs.
Hamilton is also a member of the
investment committees of The Rockefeller
Foundation and of The University of
Michigan. Ms. Hamilton was a Trustee of
MassMutual Select Funds (1996-May 2004)
(an open-end investment company; None Over
formerly MassMutual Institutional Funds) $100,000
and a Director of the following: MML
Series Investment Fund (April 1989-May
2004) (an investment company) and MML
Services (April 1987-May 2004) (an
investment company). She was an adviser
to Credit Suisse First Boston's Sprout
venture capital unit (1994-2005) (a
venture capital fund); a Member of the
Investment Committee of Hartford
Hospital (2000-2003); an adviser to
Unilever (Holland's) pension fund
(2000-2003); and President of ARCO
Investment Management Company (February
1991-April 2000). Oversees 37 portfolios
in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert J. Malone, Chairman, Chief Executive Officer and
Director since Director of Steele Street State Bank
2002 (since August 2003) (a commercial
Age: 60 banking entity); Director of Colorado
UpLIFT (since 1986) (a non-profit
organization); Trustee of the Gallagher
Family Foundation (since 2000)
(non-profit organization). Mr. Malone
was Chairman of U.S. Bank-Colorado (July
1996-April 1999) (a subsidiary of U.S. None Over
Bancorp and formerly Colorado National $100,000
Bank) and a Director of the following:
Commercial Assets, Inc. (1993-2000) (a
REIT), Jones Knowledge, Inc. (2001-July
2004) (a privately held company) and
U.S. Exploration, Inc. (1997-February
2004) (oil and gas exploration).
Oversees 37 portfolios in the
OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
F. William Trustee of the following: MassMutual
Marshall, Jr., Select Funds (formerly MassMutual
Director since Institutional Funds) and MML Series
2002 Investment Fund (since 1996) (both
Age: 62 open-end investment companies), the
Springfield Library and Museum
Association (since 1995) (museums) and
the Community Music School of
Springfield (since 1996) (a music
school); Chairman and Trustee (since
2003) and Chairman of the Investment
Committee (since 1994) for the Worcester
Polytech Institute (a private
university); and President and Treasurer None Over
of the SIS Funds (since January 1999) (a $100,000
private not for profit charitable fund).
A Member of the Investment Committee of
the Community Foundation of Western
Massachusetts (1998 - 2003); Chairman of
SIS & Family Bank, F.S.B. (January
1999-July 1999) (a commercial bank;
formerly SIS Bank); and Executive Vice
President of Peoples Heritage Financial
Group, Inc. (January 1999-July 1999)
(commercial bank). Oversees 40
portfolios in the OppenheimerFunds
complex.*
-------------------------------------------------------------------------------------
* Includes two registered investment companies, MassMutual Select Funds
(formerly MassMutual Institutional Funds) and MML Series Investment Fund
(the "MassMutual Funds"), the investment adviser for which is the indirect
parent company of the Portfolios' Manager. The Manager also serves as the
Sub-Advisor to the MassMutual Institutional Equity Fund, a series of
MassMutual Institutional Funds. In accordance with the instructions for
Form N-1A, for purposes of this section only, the MassMutual Funds are
included in the "Fund Complex." The Manager does not consider the
MassMutual Funds to be part of the OppenheimerFunds "Fund Complex" as that
term may be otherwise interpreted.

The address of Mr. Murphy in the chart below is Two World Financial
Center, 225 Liberty Street, New York, NY 10281-1008. Mr. Murphy serves for an
indefinite term, until his resignation, death or removal.
-------------------------------------------------------------------------------------
Interested Director and Officer
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name; Principal Occupation(s) During Past 5 Dollar Aggregate
Dollar
Range of
Range of Shares
Years; Shares Beneficially
Position(s) Held Other Trusteeships/Directorships Held by BeneficiallOwned in
with Company; Trustee; Owned in any of the
Length of Service; Number of Portfolios in Fund Complex the Oppenheimer
Age Currently Overseen by Director Portfolios Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
As of December 31, 2004
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
John V. Murphy, Chairman, Chief Executive Officer and None Over
President and director (since June 2001) and President
Director since (since September 2000) of the Manager;
2001 President and a director or trustee of
Age: 55 other Oppenheimer funds; President and a
director (since July 2001) of
Oppenheimer Acquisition Corp. (the
Manager's parent holding company) and of
Oppenheimer Partnership Holdings, Inc.
(a holding company subsidiary of the
Manager); a director (since November
2001) of OppenheimerFunds Distributor,
Inc. (a subsidiary of the Manager);
Chairman and a director (since July
2001) of Shareholder Services, Inc. and
of Shareholder Financial Services, Inc.
(transfer agent subsidiaries of the
Manager); President and a director
(since July 2001) of OppenheimerFunds
Legacy Program (a charitable trust
program established by the Manager); a
director of the following investment
advisory subsidiaries of the Manager:
OFI Institutional Asset Management,
Inc., Centennial Asset Management
Corporation, Trinity Investment
Management Corporation and Tremont
Capital Management, Inc. (since November
2001), HarbourView Asset Management
Corporation and OFI Private Investments,
Inc. (since July 2001); President (since
November 1, 2001) and a director (since
July 2001) of Oppenheimer Real Asset
Management, Inc.; Executive Vice
President (since February 1997) of
Massachusetts Mutual Life Insurance
Company (the Manager's parent company);
a director (since June 1995) of DLB
Acquisition Corporation (a holding
company that owns the shares of Babson
Capital Management LLC); a member of the
Investment Company Institute's Board of
Governors (elected to serve from October
3, 2003 through September 30, 2006).
Formerly, Chief Operating Officer
(September 2000-June 2001) of the
Manager; President and trustee (November $100,000
1999-November 2001) of MML Series
Investment Fund and MassMutual Select
Funds (open-end investment companies); a
director (September 1999-August 2000) of
C.M. Life Insurance Company; President,
Chief Executive Officer and director
(September 1999-August 2000) of MML Bay
State Life Insurance Company; a director
(June 1989-June 1998) of Emerald Isle
Bancorp and Hibernia Savings Bank (a
wholly-owned subsidiary of Emerald Isle
Bancorp). Oversees 62 portfolios as
Trustee/Director and 20 additional
portfolios as Officer in the
OppenheimerFunds complex.
-------------------------------------------------------------------------------------

The address of the Officers in the chart below is as follows: for Messrs.
Bomfim, Caan, Evans, Gord, Manioudakis, Monoyios, Moon, Reinganum, Schmidt,
Zack, Gillespie, Miao and Ms. Bloomberg, Two World Financial Center, 225 Liberty
Street, New York, NY 10281-1008, for Messrs. Vandehey, Vottiero, Petersen,
Wixted and Ms. Ives, 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer
serves for an annual term or until his or her earlier resignation, death or
removal.

-------------------------------------------------------------------------------------
Officers of the Company
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Years
Position(s) Held with
Company,
Length of Service,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Antulio Bomfim, Vice President of the Manager since October 2003.
Vice President and Formerly, a Senior Economist at the Board of Governors of
Portfolio Manager since the Federal Reserve System (June 1992 to October 2003).
2003
Age: 37
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Geoffrey Caan, Vice President of the Manager since August 2003; formerly
Vice President and Vice President of ABN AMRO NA, Inc. (June 2002 - August
Portfolio Manager since 2003); Vice President of Zurich Scudder Investments
2003 (January 1999 - June 2002).
Age: 36
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
George Evans, Vice President (since October 1993) and Director of
Vice President and International Equities (since July 2004) of the Manager.
Portfolio Manager since Formerly Vice President of HarbourView Asset Management
1999 Corporation (July 1994-November 2001); an officer of 2
Age: 45 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Benjamin Gord, Vice President of the Manager (since April 2002), of
Vice President and HarbourView Asset Management Corporation (since April
Portfolio Manager since 2002) and of OFI Institutional Asset Management, Inc. (as
2003 of June 2002); an officer of 1 portfolio in the
Age: 42 OppenheimerFunds complex. Formerly an executive director
and senior fixed income analyst at Miller Anderson &
Sherrerd, a division of Morgan Stanley Investment
Management (April 1992-March 2002).
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Angelo Manioudakis, Senior Vice President of the Manager (since April 2002),
Vice President and of HarbourView Asset Management Corporation (since April,
Portfolio Manager since 2002 and of OFI Institutional Asset Management, Inc.
2002 (since June 2002); an officer of 15 portfolios in the
Age: 38 OppenheimerFunds complex. Formerly Executive Director and
portfolio manager for Miller, Anderson & Sherrerd, a
division of Morgan Stanley Investment Management (August
1993-April 2002).
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Nikolaos D. Monoyios, Senior Vice President of the Manager since October 2003; a
Vice President and Certified Financial Analyst. Formerly Vice President of
Portfolio Manager since the Manager (April 1998-September 2003). An officer of 6
1998 portfolios in the OppenheimerFunds complex.
Age: 55
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Charles Moon, Vice President of the Manager (since April 2002, of
Vice President and HarbourView Asset Management Corporation (since April
Portfolio Manager since 2002) and of OFI Institutional Asset Management, Inc.
2003 (since June 2002); an officer of 1 portfolio in the
Age: 38 OppenheimerFunds complex. Formerly executive director and
portfolio manager at Miller Anderson & Sherrerd, a
division of Morgan Stanley Investment Management (June
1999-March 2002); Vice President of Citicorp Securities
Inc. (June 1993-May 1999).
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Dr. Marc Reinganum, Vice President of the Manager since September 2002; a
Vice President and Director of Quantitative Research and Portfolio Strategist
Portfolio Manager since for Equities; an officer of 3 portfolios in the
2003 OppenheimerFunds complex. Formerly the Mary Jo Vaughn
Age: 51 Rauscher Chair in Financial Investments at Southern
Methodist University since 1995. At Southern Methodist
University he also served as the Director of the Finance
Institute, Chairman of the Finance Department, President
of the Faculty at the Cox School of Business and member of
the Board of Trustee Investment Committee.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
David E. Schmidt, Chief Investment Officer since July 2003, Deputy Chief
Vice President and Investment Officer (from June 2002 to June 2003), Director
Portfolio Manager since of Product Development (from December 1999 to present) and
2003 an analyst (from August 1994 to December 1999) of Trinity
Age: 42 Investment Management Corporation, a wholly-owned
subsidiary of the Manager's immediate parent, Oppenheimer
Acquisition Corp.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Mark S. Vandehey, Senior Vice President and Chief Compliance Officer (since
Vice President and March 2004) of the Manager; Vice President (since June
Chief Compliance 1983) of OppenheimerFunds Distributor, Inc., Centennial
Officer since 2004 Asset Management Corporation and Shareholder Services,
Age: 54 Inc. Formerly (until February 2004) Vice President and
Director of Internal Audit of the Manager. An officer of
82 portfolios in the Oppenheimer funds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of
Treasurer since 1999 the Manager; Treasurer of HarbourView Asset Management
Age: 45 Corporation, Shareholder Financial Services, Inc.,
Shareholder Services, Inc., Oppenheimer Real Asset
Management Corporation, and Oppenheimer Partnership
Holdings, Inc. (since March 1999), of OFI Private
Investments, Inc. (since March 2000), of OppenheimerFunds
International Ltd. and OppenheimerFunds plc (since May
2000), of OFI Institutional Asset Management, Inc. (since
November 2000), and of OppenheimerFunds Legacy Program (a
Colorado non-profit corporation) (since June 2003);
Treasurer and Chief Financial Officer (since May 2000) of
OFI Trust Company (a trust company subsidiary of the
Manager); Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp. Formerly Assistant Treasurer
of Centennial Asset Management Corporation (March
1999-October 2003) and OppenheimerFunds Legacy Program
(April 2000-June 2003); Principal and Chief Operating
Officer (March 1995-March 1999) at Bankers Trust
Company-Mutual Fund Services Division. An officer of 82
portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian Petersen, Assistant Vice President of the Manager since August 2002;
Assistant Treasurer formerly Manager/Financial Product Accounting (November
since 2004 1998-July 2002) of the Manager. An officer of 82
Age: 34 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip Vottiero, Vice President/Fund Accounting of the Manager since March
Assistant Treasurer 2002. Formerly Vice President/Corporate Accounting of the
since 2002 Manager (July 1999-March 2002) prior to which he was Chief
Age: 41 Financial Officer at Sovlink Corporation (April 1996-June
1999). An officer of 82 portfolios in the OppenheimerFunds
complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack, Executive Vice President (since January 2004) and General
Vice President & Counsel (since February 2002) of the Manager; General
Secretary Counsel and a director (since November 2001) of the
since 2001 Distributor; General Counsel (since November 2001) of
Age: 56 Centennial Asset Management Corporation; Senior Vice
President and General Counsel (since November 2001) of
HarbourView Asset Management Corporation; Secretary and
General Counsel (since November 2001) of Oppenheimer
Acquisition Corp.; Assistant Secretary and a director
(since October 1997) of OppenheimerFunds International
Ltd. and OppenheimerFunds plc; Vice President and a
director (since November 2001) of Oppenheimer Partnership
Holdings, Inc.; a director (since November 2001) of
Oppenheimer Real Asset Management, Inc.; Senior Vice
President, General Counsel and a director (since November
2001) of Shareholder Financial Services, Inc., Shareholder
Services, Inc., OFI Private Investments, Inc. and OFI
Trust Company; Vice President (since November 2001) of
OppenheimerFunds Legacy Program; Senior Vice President and
General Counsel (since November 2001) of OFI Institutional
Asset Management, Inc.; a director (since June 2003) of
OppenheimerFunds (Asia) Limited. Formerly Senior Vice
President (May 1985-December 2003), Acting General Counsel
(November 2001-February 2002) and Associate General
Counsel (May 1981-October 2001) of the Manager; Assistant
Secretary of Shareholder Services, Inc. (May 1985-November
2001), Shareholder Financial Services, Inc. (November
1989-November 2001); and OppenheimerFunds International
Ltd. (October 1997-November 2001). An officer of 82
portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kathleen T. Ives, Vice President (since June 1998) and Senior Counsel and
Assistant Secretary Assistant Secretary (since October 2003) of the Manager;
since 2001 Vice President (since 1999) and Assistant Secretary (since
Age: 39 October 2003) of the Distributor; Assistant Secretary
(since October 2003) of Centennial Asset Management
Corporation; Vice President and Assistant Secretary (since
1999) of Shareholder Services, Inc.; Assistant Secretary
(since December 2001) of OppenheimerFunds Legacy Program
and of Shareholder Financial Services, Inc.. Formerly an
Assistant Counsel (August 1994-October 2003) and Assistant
Vice President of the Manager (August 1997-June 1998). An
officer of 82 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Lisa I. Bloomberg, Vice President and Associate Counsel of the Manager since
Assistant Secretary May 2004; formerly First Vice President and Associate
since 2004 General Counsel of UBS Financial Services Inc. (formerly,
Age: 37 PaineWebber Incorporated) (May 1999 - April 2004) prior to
which she was an Associate at Skaden, Arps, Slate, Meagher
& Flom, LLP (September 1996 - April 1999). An officer of
82 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Phillip S. Gillespie, Senior Vice President and Deputy General Counsel of the
Assistant Secretary Manager since September 2004. Formerly Mr. Gillespie held
since 2004 the following positions at Merrill Lynch Investment
Age: 41 Management: First Vice President (2001-September 2004);
Director (from 2000) and Vice President (1998-2000). An
officer of 82 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Wayne Miao, Assistant Vice President and Assistant Counsel of the
Assistant Secretary Manager since June 2004. Formerly an Associate with Sidley
since 2004 Austin Brown & Wood LLP (September 1999 - May 2004). An
Age: 32 officer of 82 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------

Remuneration of Directors. The officers of the Company and one Director of the
Company (Mr. Murphy) are affiliated with the Manager and receive no salary or fee
from the Company. The remaining Directors of the Company received the
compensation shown below with respect to the Portfolio's fiscal year ended
December 31, 2004. The compensation from the Portfolios and the total
compensation from the Portfolios and the fund complex represent compensation
received for serving as a Director or Trustee and member of a committee (if
applicable) of the Boards of those funds during the calendar year ended December
31, 2004.

-----------------------------------------------------------------------------------
Total
Aggregate Compensation from Portfolios1 Compensation
from
Portfolios
and Fund
Director's Name and Complex
Other Position(s) with Paid to
the Company Directors*
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Oppenheimer
Total InternationaGovernment
Return Growth Growth Securities
Portfolio Portfolio Fund/VA Portfolio
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
William L. Armstrong $1,484 $1,149 $1,039 $756 $178,000
Chairman of the Board of
Directors and Governance
Committee Member
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Robert G. Avis $988 $765 $691 $503 $118,500
Review Committee Member
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
George Bowen $988 $765 $691 $503 $118,500
Audit Committee Member
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Edward L. Cameron $1,134 $878 $793 $577 $136,000
Audit Committee Chairman
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
John S. Fossel $1,134 $878 $793 $577 $136,000
Review Committee Chairman
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Sam Freedman $988 $765 $691 $503 $118,500
Review Committee Member
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Beverly Hamilton2 $9673 $7493 $6773 $4933 $152,3554
Governance Committee
Member and Review
Committee Member
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Robert Malone2
Governance Committee
Member and Audit $1,0153 $7863 $7103 $5173 $121,726
Committee Member
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
F. William Marshall, Jr.
Governance Committee
Member and Audit $988 $765 $691 $503 $167,5005
Committee Member
-----------------------------------------------------------------------------------
(1) Aggregate Compensation from Portfolios includes fees and deferred
compensation, if any, for a Director.
(2) Compensation for Mrs. Hamilton and Mr. Malone was paid by all the Board
II Funds, with the exception of Oppenheimer Senior Floating Rate Fund for
which they currently do not serve as Trustees (total of 37 Oppenheimer
funds at December 31, 2004). Mrs. Hamilton and Mr. Malone elected to defer
100% of their compensation under the Deferred Compensation Plan.
(3) Includes $967, $749, $677 and $493, respectively deferred for Mrs.
Hamilton and $1,015, $789, $710, $517, respectively for Mr. Malone under
Deferred Compensation Plan.
(4) Includes $36,354 compensation for serving as a trustee by two open-end
investment companies (MassMutual Select Funds (formerly MassMutual
Institutional Funds) and MML Series Investment Fund) the investment
adviser for which is the indirect parent company of the Portfolios'
Manager. The Manager also serves as the Sub-Advisor to the MassMutual
Premier International Equity Fund, formerly a series of MassMutual Select
Funds. Mrs. Hamilton retired as a Trustee of MassMutual Select Funds and
MML Series Investment Fund in May 2004.
(5) Includes $49,000 compensation for serving as a trustee by two open-end
investment companies (MassMutual Select Funds (formerly MassMutual
Institutional Funds) and MML Series Investment Fund) the investment
adviser for which is the indirect parent company of the Portfolios'
Manager. The Manager also serves as the Sub-Advisor to the MassMutual
Premier International Equity Fund, formerly a series of MassMutual Select
Funds.

* For purposes of this section only, "Fund Complex" includes the
Oppenheimer funds, MassMutual Select Funds and MML Series Investment Fund
in accordance with the instructions for Form N-1A. The Manager does not
consider MassMutual Select Funds and MML Series Investment Fund to be part
of the OppenheimerFunds "Fund Complex" as that term may be otherwise
interpreted.

|X| Deferred Compensation Plan for Directors. The Board of Directors
has adopted a Deferred Compensation Plan for Independent Directors that
enables them to elect to defer receipt of all or a portion of the annual fees
they are entitled to receive from the Portfolios. Under the plan, the
compensation deferred by a Director is periodically adjusted as though an
equivalent amount had been invested in shares of one or more Oppenheimer
funds selected by the Director. The amount paid to the Director under the
plan will be determined based upon the performance of the selected funds.

Deferral of Director's fees under the plan will not materially affect
the Portfolios' assets, liabilities and net income per share. The plan will
not obligate the Portfolios to retain the services of any Director or to pay
any particular level of compensation to any Director. Pursuant to an Order
issued by the Securities and Exchange Commission, the Portfolios may invest
in the funds selected by the Director under the plan without shareholder
approval for the limited purpose of determining the value of the Director's
deferred fee account.

|X| Major Shareholders. As of March 31, 2005, all of the outstanding
shares of Government Securities Portfolio were held by separate investment
accounts of Massachusetts Mutual Life Insurance Company, 1295 State Street,
Springfield, MA 01111, for variable annuity contracts, variable life
insurance policies and other investment products owned by its customers.
Massachusetts Mutual Life Insurance Company owned 95.73%, 98.43% and 100.00%,
of the outstanding shares, respectively, of Growth Portfolio, Total Return
Portfolio and Government Securities Portfolio. Massachusetts Mutual Life
Insurance Company owned 99.74% of the outstanding shares of Oppenheimer
International Growth Fund/VA.

The Manager. OppenheimerFunds, Inc., the Manager, is wholly-owned by
Oppenheimer Acquisition Corporation, a holding company controlled by
Massachusetts Mutual Life Insurance
Company, a global diversified insurance and financial services organization.

|X| Code of Ethics. The Company, the Manager and the Distributor have
a Code of Ethics. It is designed to detect and prevent improper personal
trading by certain employees, including portfolio managers, that would
compete with or take advantage of a Portfolio's transactions. Covered
persons include persons with knowledge of the investments and investment
intentions of a Portfolio and other funds advised by the Manager. The Code
of Ethics does permit personnel subject to the Code to invest in securities,
including securities that may be purchased or held by the Portfolio, subject
to a number of restrictions and controls. Compliance with the Code of Ethics
is carefully monitored and enforced by the Manager.

Each Company's Code of Ethics is an exhibit to the Company's
registration statement filed with the SEC and can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C. You can obtain
information about the hours of operation of the Public Reference Room by
calling the SEC at 1-202-942-8090. The Code of Ethics can also be viewed as
part of the Company's registration statement on the SEC's EDGAR database at
the SEC's Internet web site at www.sec.gov. Copies may be obtained, after
paying a duplicating fee, by electronic request at the following E-mail
address: publicinfo@sec.gov, or by writing to the SEC's Public Reference
Section, Washington, D.C. 20549-0102.

|X| Portfolio Proxy Voting. The Company has adopted Portfolio Proxy Voting
Policies and Procedures under which each Portfolio votes proxies relating to
securities ("portfolio proxies") held by the Portfolios. The Portfolios'
primary consideration in voting portfolio proxies is the financial interests
of the Portfolios and its shareholders. The Portfolios have retained an
unaffiliated third-party as its agent to vote portfolio proxies in accordance
with the Portfolios' Proxy Voting Guidelines and to maintain records of such
portfolio proxy voting. The Proxy Voting Guidelines include provisions to
address conflicts of interest that may arise between the Portfolios and the
Manager where a directly-controlled affiliate of the Manager manages or
administers the assets of a pension plan of a company soliciting the proxy.
The Portfolios' Proxy Voting Guidelines on routine and non-routine proxy
proposals are summarized below.

o The Portfolios vote with the recommendation of the issuer's management
on routine matters, including election of directors nominated
by management and ratification of the independent registered
public accounting firm, unless circumstances indicate
otherwise.
o In general, the Portfolios oppose anti-takeover proposals and supports
elimination of anti-takeover proposals, absent unusual
circumstances.
o The Portfolios support shareholder proposals to reduce a super-majority
vote requirement, and opposes management proposals to add a
super-majority vote requirement.
o The Portfolios oppose proposals to classify the board of directors.
o The Portfolios support proposals to eliminate cumulative voting.
o The Portfolios oppose re-pricing of stock options.
o The Portfolios generally consider executive compensation questions such
as stock option plans and bonus plans to be ordinary business
activity. The Portfolios analyze stock option plans, paying
particular attention to their dilutive effect. While the
Portfolios generally support management proposals, the
Portfolios oppose plans it considers to be excessive.

The Company is required to file Form N-PX, with its complete proxy
voting record for the 12 months ended June 30th, no later than August 31st of
each year. The Portfolio's Form N-PX filing will be available (i) without
charge, upon request, by calling the Portfolio toll-free at 1.800.225.7048
and (ii) on the SEC's website at www.sec.gov.

|X| The Investment Advisory Agreement. The Manager provides
investment advisory and management services to each Portfolio under an
investment advisory agreement between the Manager and the respective
Portfolio. The investment advisory agreements require the Manager, at its
expense, to provide each Portfolio with adequate office space, facilities and
equipment. They also require the Manager to provide and supervise the
activities of all administrative and clerical personnel required to provide
effective corporate administration for each Portfolio. Those responsibilities
include the compilation and maintenance of records with respect to its
operations, the preparation and filing of specified reports, and the
composition of proxy materials and registration statements for the continuous
public sale of shares of the Portfolio.

The Portfolio pays expenses not expressly assumed by the Manager under
the advisory agreement or by the Distributor under the General Distributor's
Agreement are paid by the relevant Portfolio. The advisory agreements list
examples of expenses to be paid by a Portfolio. The major categories relate
to interest, taxes, brokerage commissions, fees to certain Directors, legal,
and audit expenses, custodian and transfer agent expenses, share issuance
costs, certain printing and registration costs and non-recurring expenses,
including litigation costs. The management fees paid by a Portfolio to the
Manager are calculated at the rates listed in the Portfolio's Prospectus,
which are applied to the assets of the Portfolio as a whole. Whenever more
than one class of shares is issued, the fees are allocated to each class of
shares based upon the relative proportion of a Company's net assets
represented by that class. The management fees paid by the Portfolios to the
Manager during the Portfolio's last three fiscal years are listed below.

-------------------------------------------------------------------------------
Portfolio Management Fees Paid to OppenheimerFunds, Inc. in the
Fiscal Years Ended:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
12/31/02 12/31/03 12/31/04
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Return $2,315,755 $1,954,060 $1,946,204
Portfolio
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Growth Portfolio $1,274,199 $1,063,482 $1,119,003
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer $842,180 $721,550 $1,053,887
International Growth
Fund/VA
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Government $106,778 $108,936 $96,956
Securities Portfolio
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total (All $4,538,912 $3,848,028 $4,216,050
Portfolios)
-------------------------------------------------------------------------------

The investment advisory agreements state that in the absence of willful
misfeasance, bad faith or gross negligence in the performance of its duties,
or reckless disregard of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss the Portfolio
sustain for any investment, adoption of any investment policy, or the
purchase, sale or retention of any security.
|X| Annual Approval of Investment Advisory Agreement. Each
year, the Board of Directors, including a majority of the Independent
Directors, is required to approve the renewal of the investment advisory
agreement for each Portfolio. The Investment Company Act requires that the
Board request and evaluate and the Manager provide such information as may be
reasonably necessary to evaluate the terms of the investment advisory
agreement. The Board employs an independent consultant to prepare a report
that provides such information as the Board requests for this purpose.

The Board also receives information about the 12b-1 distribution fees
the Portfolio pays with respect to Service shares. These distribution fees
are reviewed and approved at a different time of the year.

The Board reviewed the foregoing information in arriving at its
decision to renew the investment advisory agreements. Among other factors,
the Board considered:
o The nature, cost, and quality of the services provided to the
Portfolios and their shareholders;
o The profitability of the Portfolios to the Manager;
o The investment performance of the Portfolios in comparison to regular
market indices;
o Economies of scale that may be available to the Portfolios from the
Manager;
o Fees paid by other mutual funds for similar services;
o The value and quality of any other benefits or services received by the
Portfolios from its relationship with the Manager, and
o The direct and indirect benefits the Manager received from its
relationship with the Portfolios. These included services
provided by the Distributor and the Transfer Agent, and
brokerage and soft dollar arrangements permissible under
Section 28(e) of the Securities Exchange Act.

The Board considered that the Manager must be able to pay and retain
high quality personnel at competitive rates to provide services to each
Portfolio. The Board also considered that maintaining the financial
viability of the Manager is important so that the Manager will be able to
continue to provide quality services to the Portfolio and its shareholders in
adverse times. The Board also considered the investment performance of other
mutual funds advised by the Manager. The Board is aware that there are
alternatives to the use of the Manager.

These matters were also considered by the Independent Directors,
meeting separately from the full Board with experienced Counsel to the
Portfolios and experienced Counsel to the Independent Directors who assisted
the Board in its deliberations. The Portfolio's Counsel and the Independent
Directors' Counsel is independent of the Manager within the meaning and
intent of the SEC Rules regarding the independence of counsel.

After careful deliberation, the Board, including the Independent
Directors, concluded that it was in the best interest of shareholders to
continue the investment advisory agreements for another year. In arriving at
a decision, the Board did not single out any one factor or group of factors
as being more important than other factors, but considered all factors
together. The Board judged the terms and conditions of the investment
advisory agreements, including the investment advisory fee, in light of all
of the surrounding circumstances.

Portfolio Managers

Government Securities Portfolio
The Portfolio is managed by a team of investment professionals comprised
of Angelo Manioudakis, Benjamin J. Gord, Charles Moon, Geoffrey Caan and
Antulio Bomfim (each is referred to as a "portfolio manager" and
collectively they are referred to as the "portfolio managers") who are
responsible for the day-to-day management of the Portfolio's investments.

Total Return Portfolio
The Portfolio's equity component is managed by David Schmidt. Since
April 2002, the Portfolio's fixed-income component is managed by a team
of investment professionals comprised of Angelo Manioudakis, Benjamin J.
Gord, Charles Moon, Geoffrey Caan and Antulio Bomfim (together with
David Schmidt, each is referred to as a "portfolio manager" and
collectively they are referred to as the "portfolio managers") who are
responsible for the day-to-day management of the Portfolio's investments.

International Growth Fund/VA
The Fund is managed by George R. Evans (referred to as the "portfolio
manager"). He is the person responsible for the day-to-day management
of the Portfolio's investments.

Growth Portfolio
The Portfolio is co-managed by Nikolaos Monoyios and Marc Reinganum
(each is referred to as a "portfolio manager" and collectively they are
referred to as the "portfolio managers") who are responsible for the
day-to-day management of the Portfolio's investments.

Other Accounts Managed. In addition to managing the Portfolios'
investments, the portfolio managers also manage other investment portfolios
and accounts. The following table provides information regarding the other
portfolios and accounts managed by the portfolio managers as of December 31,
2004. No account has a performance-based advisory fee:

Portfolio RegistereTotal Other Total Other Total
Assets in
Assets in Other
Registered Pooled Pooled Assets
InvestmenInvestment InvestmentInvestment in Other
CompaniesCompanies Vehicles Vehicles AccountsAccounts
Manager Managed Managed* Managed Managed* Managed Managed*
----------------------------------------------------------------------------
----------------------------------------------------------------------------
George Evans 5 $2,181.2 None $0 None $0
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Nikolaos 11 $2,415.7 1 $16.2 None $0
Monoyios
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Marc Reinganum 8 $2,358.6 None $0 None $0
----------------------------------------------------------------------------
----------------------------------------------------------------------------
David Schmidt None $0 61 $2,423.5 259 $116.0
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Angelo 16 $8,911.4 5 $152.9 1 $38.8
Manioudakis
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Benjamin J. 16 $8,911.4 5 $152.9 1 $38.8
Gord
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Geoffrey Caan 16 $8,911.4 5 $152.9 1 $38.8
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Charles Moon 16 $8,911.4 5 $152.9 1 $38.8
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Antulio Bomfim 16 $8,911.4 5 $152.9 1 $38.8
----------------------------------------------------------------------------
----------------------------------------------------------------------------

* In millions.

As indicated above, the portfolio managers also manage other funds and
accounts. Potentially, at times, those responsibilities could conflict with
the interests of the Portfolios. That may occur whether the investment
objectives and strategies of the other funds and accounts are the same as, or
different from, the Portfolio's investment objectives and strategies. For
example, the portfolio manager may need to allocate investment opportunities
between the Portfolio and another fund or account having similar objectives
or strategies, or he may need to execute transactions for another fund or
account that could have a negative impact on the value of securities held by
the Portfolio. Not all funds and accounts advised by the Manager have the
same management fee. If the management fee structure of another fund or
account is more advantageous to the Manager than the fee structure of the
Portfolio, the Manager could have an incentive to favor the other fund or
account. However, the Manager's compliance procedures and Code of Ethics
recognize the Manager's fiduciary obligation to treat all of its clients,
including the Portfolio, fairly and equitably, and are designed to preclude
the portfolio manager from favoring one client over another. It is possible,
of course, that those compliance procedures and the Code of Ethics may not
always be adequate to do so. At different times, the Portfolio's portfolio
manager may manage other funds or accounts with investment objectives and
strategies similar to those of the Portfolio, or he may manage funds or
accounts with different investment objectives and strategies.

Compensation of the Portfolio Managers. The portfolio managers are
employed and compensated by the Manager, not the Portfolio. Under the
Manager's compensation program for its portfolio managers and portfolio
analysts, their compensation is based primarily on the investment performance
results of the funds and accounts they manage, rather than on the financial
success of the Manager. This is intended to align the portfolio managers' and
analysts' interests with the success of the funds and accounts and their
investors. The Manager's compensation structure is designed to attract and
retain highly qualified investment management professionals and to reward
individual and team contributions toward creating shareholder value. As of
December 31, 2004, the portfolio manager's compensation consisted of three
elements: a base salary, an annual discretionary bonus and eligibility to
participate in long-term awards of options and appreciation rights in regard
to the common stock of the Manager's holding company parent. Senior
portfolio managers may also be eligible to participate in the Manager's
deferred compensation plan.

The base pay component of each portfolio manager is reviewed regularly
to ensure that it reflects the performance of the individual, is commensurate
with the requirements of the particular portfolio, reflects any specific
competence or specialty of the individual manager, and is competitive with
other comparable positions, to help the Manager attract and retain talent.
The annual discretionary bonus is determined by senior management of the
Manager and is based on a number of factors, including a fund's pre-tax
performance for periods of up to five years, measured against an appropriate
benchmark selected by management. The Lipper benchmarks with respect to each
of the Portfolios are as follows: for Government Securities Portfolio the
Lipper General - U.S. Government Funds, for Growth Portfolio the Lipper
Large-Cap Core Funds, for Oppenheimer International Growth Fund/VA, the
International Multi-Cap Growth Funds and for Total Return Portfolio the
Lipper Flexible Portfolio Funds. Other factors include management quality
(such as style consistency, risk management, sector coverage, team leadership
and coaching) and organizational development. The portfolio manager's
compensation is not based on the total value of the Portfolio's assets,
although the Portfolio's investment performance may increase those assets.
The compensation structure and methods used to determine portfolio manager
compensation of the other funds managed by the portfolio manager is the same
as the compensation structure and methods used to determine portfolio manager
compensation of the Portfolio, described above.

Ownership of Portfolio Shares. As of December 31, 2004, none of
the portfolio managers beneficially owned shares of the Portfolios.

Brokerage Policies of the Portfolios

Brokerage Provisions of the Investment Advisory Agreements. One of the
duties of the Manager under each investment advisory agreement is to arrange
the investment securities transactions for each Portfolio. Each advisory
agreement contains provisions relating to the employment of broker-dealers
("brokers") to effect a Portfolio's securities transactions. The Manager is
authorized by the advisory agreements to employ broker-dealers, (including
"affiliated" brokers, as that term is defined in the Investment Company
Act). The Manager may employ broker-dealers that it thinks, in its best
judgment based on all relevant factors, will implement the policy of each
Portfolio to obtain, at reasonable expense, the "best execution" of a
Portfolio's transactions. "Best execution" refers to prompt and reliable
execution at the most favorable price obtainable. The Manager need not seek
competitive commission bidding. However, it is expected to be aware of the
current rates of eligible brokers and to minimize the expenses paid to the
extent consistent with the interest and policies of a Portfolio as
established by the Board of Directors.

Under the investment advisory agreement, in choosing brokers to execute
portfolio transactions for the Portfolio, the Manager may select brokers
(other than affiliates) that provide brokerage and/or research services to
the Portfolio and/or the other accounts over which the Manager or its
affiliates have investment discretion. The commission paid to those brokers
may be higher than another qualified broker would charge, if the Manager
makes a good faith determination that the commission is fair and reasonable
in relation to the services provided.

Rule 12b-1 under the Investment Company Act prohibits any Portfolio from
compensating a broker or dealer for promoting or selling the Portfolio's
shares by (1) directing to that broker or dealer any of the Portfolios'
transactions, or (2) directing any other remuneration to that broker or
dealer, such as commissions, mark-ups, mark downs or other fees from the
Portfolios' transactions, that were effected by another broker or dealer
(these latter arrangements are considered to be a type of "step-out"
transaction). In other words, a Portfolio and its investment advisor cannot
use the Portfolio's brokerage for the purpose of rewarding broker-dealers for
selling the Portfolio's shares.

However, the Rule permits Portfolios to effect brokerage transactions through
firms that also sell fund shares, provided that certain procedures are
adopted to prevent a quid pro quo with respect to portfolio brokerage
allocations. As permitted by the Rule, the Manager has adopted procedures
(and the Company's Board of Directors has approved those procedures) that
permit the Portfolio to direct portfolio securities transactions to brokers
or dealers that also promote or sell shares of the Portfolio, subject to the
"best execution" considerations discussed above. Those procedures are
designed to prevent: (1) the Manager's personnel who effect the Portfolio's
transactions from taking into account a broker's or dealer's promotion or
sales of the Portfolio shares when allocating the Portfolio's transactions,
and (2) the Company, the Manager and the Distributor from entering into
agreements or understandings under which the Manager directs or is expected
to direct the Portfolios' brokerage directly, or indirectly such as through a
"step-out" arrangement, to any broker or dealer in consideration of that
broker's or dealer's promotion or sale of the Portfolio's shares or the
shares of any of the other Oppenheimer funds.

Brokerage Practices Followed by the Manager. The Manager allocates brokerage
for the Portfolio subject to the provisions of the investment advisory
agreement and the procedures and rules described above. Generally the
Manager's portfolio traders allocate brokerage based upon recommendations
from the portfolio managers. In certain instances, portfolio managers may
directly place trades and allocate brokerage. In either case, the Manager's
executive officers supervise the allocation of brokerage.

Transactions in securities other than those for which an exchange is
the primary market are generally done with principals or market makers. In
transactions on foreign exchanges, a Portfolio may be required to pay fixed
brokerage commissions and would not have the benefit of negotiated
commissions available in U.S. markets. Brokerage commissions are paid
primarily for effecting transactions in listed securities or for certain
fixed income agency transactions in the secondary market. Otherwise
brokerage commissions are paid only if it appears likely that a better price
or execution can be obtained by doing so. In an option transaction,
ordinarily a Portfolio uses the same broker for the purchase or sale of the
option and any transaction in the securities to which the option relates.

Other funds advised by the Manager have investment policies similar to
those of the Portfolios. Those other funds may purchase or sell the same
securities as the Portfolios at the same time as the Portfolios, which could
affect the supply and price of the securities. If two or more funds advised
by the Manager purchase the same security on the same day from the same
dealer, the transactions under those combined orders are averaged as to price
and allocated in accordance with the purchase or sale orders actually placed
for each account.

In an option transaction, the Portfolio ordinarily uses the same broker
for the purchase or sale of the option and any transaction in the securities
to which the option relates. When possible, the Manager tries to combine
concurrent orders to purchase or sell the same security by more than one of
the accounts managed by the Manager or its affiliates. The transactions under
those combined orders are averaged as to price and allocated in accordance
with the purchase or sale orders actually placed for each account.

The investment advisory agreements permit the Manager to allocate
brokerage for research services. The research services provided by a
particular broker may be useful only to one or more of the advisory accounts
of the Manager and its affiliates. Investment research received for the
commissions of those other accounts may be useful both to the Portfolios and
one or more of the Manager's other accounts. Investment research may be
supplied to the Manager by a third party at the instance of a broker through
which trades are placed.

Investment research services include information and analyses on
particular companies and industries as well as market or economic trends and
portfolio strategy, market quotations for portfolio evaluations, information
systems, computer hardware and similar products and services. If a research
service also assists the Manager in a non-research capacity (such as
bookkeeping or other administrative functions), then only the percentage or
component that provides assistance to the Manager in the investment
decision-making process may be paid in commission dollars.

The Board of Directors permits the Manager to use stated commissions on
secondary fixed-income trades to obtain research if the broker represents to
the Manager that: (i) the trade is not from or for the broker's own
inventory, (ii) the trade was executed by the broker on an agency basis at
the stated commission, and (iii) the trade is not a riskless principal
transaction. The Board of Directors permits the Manager to use commissions
on fixed price offerings to obtain research, in the same manner as is
permitted for agency transactions.

The research services provided by brokers broadens the scope and
supplements the research activities of the Manager. That research provides
additional views and comparisons, and helps the Manager obtain market
information for the valuation of securities held in a Portfolio's investment
portfolio or are being considered for purchase. The Manager provides
information to the Board about the commissions paid to brokers for furnishing
these services, together with the Manager's representation that the amount of
those commissions was reasonably related to the value or benefit of such
services.

No principal transactions and, except under unusual circumstances, no
agency transactions for Government Securities Portfolio will be handled by
any affiliated securities dealer. In the unusual circumstance when that
Portfolio pays brokerage commissions, the above-described brokerage practices
and policies are followed.

-------------------------------------------------------------------------------
Total Brokerage Commissions Paid by the Portfolios1 During the Fiscal Years
Ended:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Portfolio 12/31/02 12/31/03 12/31/042
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Growth Portfolio $444,867 $277,381 $346,984
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Return Portfolio $695,358 $780,963 $784,911
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer International
Growth Fund/VA $132,071 $208,237 $116,393
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Government Securities $1,013 $1,718 $2,666
Portfolio
-------------------------------------------------------------------------------
1. Amounts do not include spreads or concessions on principal transactions
on a net trade basis.
2. In the fiscal year ended 12/31/04, the amount of transactions directed
to brokers for research services and the amount of the commissions paid to
broker-dealers for those serves were as follows:

-------------------------------------------------------------------------------
Portfolio Amount of Transactions Amount of Commissions
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Growth Portfolio $20,144,552 $15,367
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Return Portfolio $38,025,849 $53,453
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer International $319,496 $544
Growth Fund/VA
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Government Securities $0 $0
Portfolio
-------------------------------------------------------------------------------

Distribution and Service Plans (Service Shares Only)

Under its General Distributor's Agreements with the Portfolios,
OppenheimerFunds Distributor, Inc. will only act as the principal underwriter
of the International Growth Fund/VA's Service shares.

International Growth Fund/VA has adopted a Distribution and Service
Plan (the "Plan") for its Service shares under Rule 12b-1 of the Investment
Company Act, pursuant to which International Growth Fund/VA will make
payments to the Distributor in connection with the distribution and/or
servicing of Service shares. Each plan provides for the Distributor to be
compensated at a flat rate, whether the Distributor's distribution expenses
are more or less than the amounts paid by the Portfolio under the plan during
the period for which the fee is paid. The Distributor will pay insurance
company separate account sponsors and other entities that offer and/or
provide services to Service shares, as described in the Prospectus. Each
Plan has been approved by a vote of (i) the Board of Directors of the
Company, including a majority of the Independent Directors, cast in person at
a meeting called for the purpose of voting on that Plan, and (ii) the Manager
as the then-sole initial holder of such shares.

Under the Plan, International Growth Fund/VA currently uses the fees it
receives to pay insurance company separate account sponsors or their
affiliates (each is referred to as a "Recipient") for personal services and
account maintenance services they provide for their customers who hold
Service shares. The services include, among others, answering customer
inquiries about the International Growth Fund/VA, assisting in establishing
and maintaining accounts in the International Growth Fund/VA and providing
other services at the request of the International Growth Fund/VA.

Under the Plan, no payment will be made to any Recipient in any quarter
if the aggregate net assets of an International Growth Fund/VA's Service
shares held by the Recipient for itself and its customers did not exceed a
minimum amount, if any, that may be determined from time to time by a
majority of the Company's Independent Directors. The Plan provides for a fee
of 0.25% of average annual net assets and set no minimum amount.

Insurance companies offering shares of the Fund, financial
intermediaries, brokers and dealers may receive other payments from the
Distributor or the Manager from their own resources in connection with the
promotion and/or sale of shares of the International Growth Fund/VA,
including payments to defray expenses incurred in connection with educational
seminars and meetings. The Manager or Distributor may share expenses
incurred by financial intermediaries in conducting training and educational
meetings about aspects of the Fund for employees of the intermediaries or for
hosting client seminars or meetings at which the Fund is discussed. In their
sole discretion, the Manager and/or the Distributor may increase or decrease
the amount of payments they make from their own resources for these purposes.

Unless terminated as described below, each Plan continues in effect
from year to year but only as long as such continuance is specifically
approved at least annually by the Company's Board of Directors and its
Independent Directors by a vote cast in person at a meeting called for the
purpose of voting on such continuance. Any Plan may be terminated at any
time by the vote of a majority of the Independent Directors or by the vote of
the holders of a "majority" (as defined in the Investment Company Act) of the
outstanding Service shares. For purposes of voting with respect to the
Plans, Account owners are considered to be shareholders of a Portfolio's
shares. No Plan may be amended to increase materially the amount of payments
to be made unless such amendment is approved by Account owners of the class
affected by the amendment. All material amendments must be approved by the
Board and a majority of the Independent Directors.

While the plans are in effect and Service shares are outstanding, the
Treasurer of the Company shall provide separate written reports to the
Company's Board of Directors at least quarterly for its review. The report
shall detail the amount of payments made pursuant to each Plan and the
purpose for which the payments were made. These reports are subject to the
review and approval of the Independent Directors.

During calendar year 2004, the Oppenheimer International Growth Fund/VA
paid to the Distributor a total of $22,628 under its 12b-1 Plan for Service
shares. The Distributor retained no portion of that amount. Service shares
were not issued during calendar year 2004 for Growth Portfolio, Total Return
Portfolio and Government Securities Portfolio.

Performance of the Portfolios

Explanation of Performance Terminology. The Portfolios use a variety of
terms to illustrate their investment performance. Those terms include
"standardized yield" and "dividend yield" for the Government Securities
Portfolio and "average annual total return" and "cumulative total return" for
all Portfolios. An explanation of how yields and total returns are calculated
is set forth below. The charts below show the performance of the Portfolios
as of the most recent fiscal year end. You can obtain current performance
information by calling the Transfer Agent at 1.800.981.2871 or by visiting
the Oppenheimerfunds Internet website at www.oppenheimerfunds.com.

The illustrations of performance data in advertisements must comply
with rules of the SEC. Those rules describe the types of performance data
that may be used and how it is to be calculated. In general, any
advertisement by a Portfolio of its performance data must include the average
annual total returns for the Portfolio. Certain types of yields may also be
shown, provided that they are accompanied by standardized average annual
total returns.

Performance information for Service shares is not shown for the
following Portfolios since they were not offered prior to December 31, 2004:
Total Return Portfolio, Growth Portfolio and Government Securities
Portfolio. Because Service shares are subject to an additional fee, the
performance is expected to be lower for any given period.

The Portfolios are not sold directly to members of the public but are
available only as the underlying investments for variable annuities, variable
life insurance policies and other investment products through separate
investment accounts of different insurance companies that may impose charges
and fees. A Portfolio's investment results, when shown alone, do not deduct
those charges and fees. If those fees and charges were included, the
Portfolio's performance results would be less.

Use of standardized performance calculations enables an investor to
compare a Portfolio's performance to the performance of other funds for the
same periods. However, a number of factors should be considered before using
a Portfolio's performance information as a basis for comparison with other
investments:

|_| Yields and total returns measure the performance of a hypothetical
account in the Portfolio over various periods and do not show the performance
of each investor's account under their respective annuity contract, variable
life insurance policy or other product. Your account's performance will vary
from the model performance data also if you bought or sold shares during the
period, or you bought your shares at a different time and price than the
shares used in the model.

|_| An investment in a Portfolio is not insured by the FDIC or any
other government agency.

|_| The principal value of a Portfolio's shares, and its yields and/or
total returns are not guaranteed and normally will fluctuate on a daily
basis.

|_| When an investor's shares are redeemed, they may be worth more or
less than their original cost.

|_| Yields and total returns for any given past period represent
historical performance information and are not, and should not be considered,
a prediction of future yields or returns.

|X| Yields. The Government Securities Portfolio uses a variety of
different yields to illustrate its current returns.

|_| Standardized Yield. The "standardized yield" (sometimes
referred to just as "yield") is shown for a stated 30-day period. It is not
based on actual distributions paid by the Portfolio in the 30-day period, but
is a hypothetical yield based upon the net investment income from the
Portfolio's investments for that period. It may therefore differ from the
"dividend yield" for the same class of shares, described below.

Standardized yield is calculated using the following formula set forth
in rules adopted by the SEC, designed to assure uniformity in the way that
all funds calculate their yields:

------------------------------------------------------------------------------
a-b
Standardized Yield=2[(----+1)6-1]
cd
------------------------------------------------------------------------------
The symbols above represent the following factors:

a = dividends and interest earned during the 30-day period.

b = expenses accrued for the period (net of any expense assumptions).

c = the average daily number of shares outstanding during the 30-day
period that were entitled to receive dividends.

d = the maximum offering price per share on the last day of the
period, adjusted for undistributed net investment income.

The standardized yield for a particular 30-day period may differ from
the yield for other periods. The SEC formula assumes that the standardized
yield for a 30-day period occurs at a constant rate for a six-month period
and is annualized at the end of the six-month period.

|_| Dividend Yield. The Government Securities Portfolio may quote
a "dividend yield" for its shares. Dividend yield is based on the dividends
paid during the actual dividend period. To calculate dividend yield, the
dividends declared during a stated period are added together, and the sum is
multiplied by 12 (to annualize the yield) and divided by the maximum offering
price on the last day of the dividend period. The formula is shown below:

Dividend Yield = dividends paid x 12/maximum offering price (payment date)

-----------------------------------------------------------------------------
Yields for the 30-Day Period Ended 12/31/04
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Portfolio Standardized Yield Dividend Yield
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Government Securities 2.85% 3.81%
Portfolio
-----------------------------------------------------------------------------

|X| Total Return Information. There are different types of "total
returns" to measure a Portfolio's performance. Total return is the change in
value of a hypothetical investment in the Portfolio over a given period,
assuming that all dividends and capital gains distributions are reinvested in
additional shares and that the investment is redeemed at the end of the
period. The cumulative total return measures the change in value over the
entire period (for example, ten years). An average annual total return shows
the average rate of return for each year in a period that would produce the
cumulative total return over the entire period. However, average annual
total returns do not show actual year-by-year performance. Each Portfolio
uses standardized calculations for its total returns as prescribed by the
SEC. The methodology is discussed below.

|_| Average Annual Total Return. The "average annual total return" is
an average annual compounded rate of return for each year in a specified
number of years. It is the rate of return based on the change in value of a
hypothetical initial investment of $1,000 ("P" in the formula below) held for
a number of years ("n" in the formula) to achieve an Ending Redeemable Value
("ERV" in the formula) of that investment, according to the following formula:

------------------------------------------------------------------------------
[ERV]1/n
(----) - 1 = Average Annual Total
P
------------------------------------------------------------------------------
|_| Cumulative Total Return. The "cumulative total return"
calculation measures the change in value of a hypothetical investment of
$1,000 over an entire period of years. Its calculation uses some of the same
factors as average annual total return, but it does not average the rate of
return on an annual basis. Cumulative total return is determined as follows:
------------------------------------------------------------------------------
ERV-P
------ = Total Return
P
------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Total Returns for the Periods Ended 12/31/04
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Portfolio Cumulative Average Annual Total Returns
Total Returns
(10 years or
life-of-class)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1-Year 5-Year 10-Year
(or (or
life-of-class)life-of-class)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Growth Portfolio1 89.60% 9.20% -2.61% 6.61%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Return Portfolio2 83.27% 9.47% 0.57% 6.24%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Government Securities 98.60% 4.17% 7.22% 7.10%
Portfolio3
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Oppenheimer 110.26% 17.86% -2.81% 7.71%
International Growth
Fund/VA4
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Oppenheimer 13.93% 17.15% 3.51% N/A
International Growth
Fund/VA Service Shares5
--------------------------------------------------------------------------------
1. Inception: 1/21/82.
2. Inception: 9/30/82.
3. Inception: 5/13/92.
4. Inception: 5/13/92.
5. Inception: 3/19/01.

Other Performance Comparisons. Each Portfolio compares its performance
annually to that of an appropriate broadly-based market index in its Annual
Report to shareholders. You can obtain that information by contacting the
Transfer Agent at the addresses or telephone numbers shown on the cover of
this Statement of Additional Information. A Portfolio may also compare its
performance to that of other investments, including other mutual funds, or
use rankings of its performance by independent ranking entities. Examples of
these performance comparisons are set forth below.

|X| Lipper Rankings. From time to time a Portfolio may publish the
ranking of the performance of its shares by Lipper, Inc. ("Lipper"). Lipper
is a widely-recognized independent mutual fund monitoring service. Lipper
monitors the performance of regulated investment companies, including the
Portfolios, and ranks their performance for various periods in categories
based on investment styles. The Lipper performance rankings are based on
total returns that include the reinvestment of capital gain distributions and
income dividends but do not take sales charges or taxes into consideration.
Lipper also publishes "peer-group" indices of the performance of all mutual
funds in a category that it monitors and averages of the performance of the
funds in particular categories.

|X| Morningstar Ratings. From time to time a Portfolio may publish
the star rating of the performance of its shares by Morningstar, Inc., an
independent mutual fund monitoring service. Morningstar rates mutual funds
in their specialized market sector.

Morningstar proprietary star ratings reflect historical risk-adjusted
total investment return. For each fund with at least a three-year history,
Morningstar calculates a Morningstar Rating(TM)based on a Morningstar
Risk-Adjusted Return measure that accounts for variation in a fund's monthly
performance (including the effects of sales charges, loads, and redemption
fees), placing more emphasis on downward variations and rewarding consistent
performance. The top 10% of funds in each category receive 5 stars, the
next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5%
receive 2 stars, and the bottom 10% receive 1 star. (Each share class is
counted as a fraction of one fund within this scale and rated separately,
which may cause slight variations in the distribution percentages.) The
Overall Morningstar Rating for a fund is derived from a weighted average of
the performance figures associated with its three-, five-and ten-year (if
applicable) Morningstar Rating metrics.

A Portfolio may also compare its total return ranking to that of other
funds in its Morningstar category, in addition to its star ratings. Those
total return rankings are percentages from one percent to one hundred percent
and are not risk-adjusted. For example, if a fund is in the 94th percentile,
that means that 94% of the funds in the same category performed better than
it did.

|X| Performance Rankings and Comparisons by Other Entities and
Publications. From time to time a Portfolio may include in its
advertisements and sales literature performance information about the
Portfolio cited in newspapers and other periodicals such as The New York
Times, The Wall Street Journal, Barron's, or similar publications. That
information may include performance quotations from other sources, including
Lipper and Morningstar. The performance of the Portfolio's shares may be
compared in publications to the performance of various market indices or
other investments, and averages, performance rankings or other benchmarks
prepared by recognized mutual fund statistical services.

Investors may also wish to compare the returns on a Portfolio's shares
to the return on fixed-income investments available from banks and thrift
institutions. Those include certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed or
variable time deposits, and various other instruments such as Treasury
bills. However, a Portfolio's returns and share price are not guaranteed or
insured by the FDIC or any other agency and will fluctuate daily, while bank
depository obligations may be insured by the FDIC and may provide fixed rates
of return. Repayment of principal and payment of interest on Treasury
securities is backed by the full faith and credit of the U.S. government.

From time to time, a portfolio may publish rankings or ratings of the
Manager or Transfer Agent, and of the investor services provided by them to
shareholders of the Oppenheimer funds, other than performance rankings of the
Oppenheimer funds themselves. Those ratings or rankings of shareholder and
investor services by third parties may include comparisons of their services
to those provided by other mutual fund families selected by the rating or
ranking services. They may be based upon the opinions of the rating or
ranking service itself, using its research or judgment, or based upon surveys
of investors, brokers, shareholders or others.

I N V E S T I N G I N T H E P O R T F O L I O S

How To Buy and Sell Shares

Insurance companies that hold shares of the Portfolios in their
separate accounts for the benefit of their customers' variable annuities,
variable life insurance policies and other investment products are the record
holders and the owners of shares of beneficial interest in the Portfolios.
The right of those customers of the insurance companies to give directions to
the insurance company for the purchase or redemption of shares is determined
under the contract between the customer and the insurance company. Those
customers are not "shareholders" of the Portfolios. The rights of those
insurance companies as record holders and owners of shares of a Portfolio are
different from the rights of their customers. The term "shareholder" in this
Statement of Additional Information refers only to the insurance companies
whose separate accounts hold shares of the Portfolios, and not to contract
holders.

The sale of shares of the Portfolios is currently limited to Accounts
as explained on the cover page of this Statement of Additional Information
and the Prospectus. Such shares are sold at their respective offering prices
(net asset values without sales charges) and redeemed at their respective net
asset values as described in the Prospectus. The Company reserves the right
to limit the types of separate accounts that may invest in any Portfolio.

|X| Allocation of Expenses. Each Portfolio pays expenses related to its
daily operations, such as custodian bank fees, certain Directors' fees,
transfer agency fees, legal fees and auditing costs. Those expenses are paid
out of each Portfolio's assets and are not paid directly by shareholders.
However, those expenses reduce the net asset values of shares, and therefore
are indirectly borne by shareholders through their investment.

For each Portfolio that has more than one class of shares outstanding,
the methodology for calculating the net asset value, dividends and
distributions of the Portfolio's share classes recognizes two types of
expenses. General expenses that do not pertain specifically to any one class
are allocated pro rata to the shares of all classes. The allocation is based
on the percentage of a Portfolio's total assets that is represented by the
assets of each class, and then equally to each outstanding share within a
given class. Such general expenses include management fees, legal,
bookkeeping and audit fees, printing and mailing costs of shareholder
reports, prospectuses, Statements of Additional Information and other
materials for current shareholders, fees to unaffiliated Directors, custodian
expenses, share issuance costs, organization and start-up costs, interest,
taxes and brokerage commissions, and non-recurring expenses, such as
litigation costs.

Expenses that are directly attributable to a particular class are
allocated equally to each outstanding share within that class. Examples of
such expenses include distribution and service plan (12b-1) fees, transfer
and shareholder servicing agent fees and expenses, and shareholder meeting
expenses (to the extent that such expenses pertain only to a specific class).

Determination of Net Asset Values Per Share. The net asset value per share
of each Portfolio is determined as of the close of business of the Exchange
on each day the Exchange is open. The calculation is done by dividing the
value of a Portfolio's net assets by the number of shares outstanding. The
Exchange normally closes at 4:00 P.M., Eastern time, but may close earlier on
some other days (for example, in case of weather emergencies or on days
falling before or after a U.S. holiday). All references to time in this
Statement of Additional Information mean "Eastern time". The Exchange's most
recent annual announcement (which is subject to change) states that it will
close New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. It may also close on other days.

Dealers other than Exchange members may conduct trading in certain
securities on days on which the Exchange is closed (including weekends and
holidays) or after 4:00 P.M., on a regular business day. Because the
Portfolio's net asset values will not be calculated on those days, the
Portfolio's net asset values per share may be significantly affected on such
days when shareholders may not purchase or redeem shares. Additionally,
trading on European and Asian stock exchanges and over-the-counter markets
normally is completed before the close of the Exchange.

Changes in the values of securities traded on foreign exchanges or
markets as a result of events that occur after the prices of those securities
are determined, but before the close of the Exchange, will not be reflected
in a Portfolio's calculation of its net asset values that day unless the
Manager determines that the event is likely to effect a material change in
the value of the security. The Manager, or an internal valuation committee
established by the Manager, as applicable, may establish a valuation, under
procedures established by the Board and subject to the approval, ratification
and confirmation by the Board at its next ensuing meeting.

|X| Securities Valuation. The Company's Board of Directors has
established procedures for the valuation of each Portfolio's securities. In
general those procedures are as follows:

o Equity securities traded on a U.S. securities exchange or on Nasdaq(R)
are valued as follows:
(1) if last sale information is regularly reported, they are valued at the
last reported sale price on the principal exchange on which
they are traded or on Nasdaq(R), as applicable, on that day, or
(2) if last sale information is not available on a valuation date, they are
valued at the last reported sale price preceding the valuation
date if it is within the spread of the closing "bid" and
"asked" prices on the valuation date or, if not, at the
closing "bid" price on the valuation date.
o Equity securities traded on a foreign securities exchange generally are
valued in one of the following ways:
(1) at the last sale price available to the pricing service approved by the
Board of Directors, or
(2) at the last sale price obtained by the Manager from the report of the
principal exchange on which the security is traded at its last
trading session on or immediately before the valuation date, or
(3) at the mean between the "bid" and "asked" prices obtained from the
principal exchange on which the security is traded or, on the
basis of reasonable inquiry, from two market makers in the
security.
o Long-term debt securities having a remaining maturity in excess of 60
days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Board of Directors
or obtained by the Manager from two active market makers in the security on
the basis of reasonable inquiry.
o The following securities are valued at the mean between the "bid" and
"asked" prices determined by a pricing service approved by the Board of
Directors or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry:
(1) debt instruments that have a maturity of more than 397 days when
issued,
(2) debt instruments that had a maturity of 397 days or less when issued
and have a remaining maturity of more than 60 days, and
(3) non-money market debt instruments that had a maturity of 397 days or
less when issued and which have a remaining maturity of 60
days or less.
o The following securities are valued at cost, adjusted for amortization
of premiums and accretion of discounts:
(1) money market debt securities held by a non-money market fund that had a
maturity of less than 397 days when issued that have a
remaining maturity of 60 days or less, and
(2) debt instruments held by a money market fund that have a remaining
maturity of 397 days or less.
o Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined under
the Board's procedures. If the Manager is unable to locate two market makers
willing to give quotes, a security may be priced at the mean between the
"bid" and "asked" prices provided by a single active market maker (which in
certain cases may be the "bid" price if no "asked" price is available).

In the case of U.S. government securities, mortgage-backed securities,
corporate bonds and foreign government securities, when last sale information
is not generally available, the Manager may use pricing services approved by
the Board of Directors. The pricing service may use "matrix" comparisons to
the prices for comparable instruments on the basis of quality, yield,
maturity. Other special factors may be involved (such as the tax-exempt
status of the interest paid by municipal securities). The Manager will
monitor the accuracy of the pricing services. That monitoring may include
comparing prices used for portfolio valuation to actual sales prices of
selected securities.

A bank, dealer or pricing service that the Manager has determined to be
reliable are used to value foreign currency, including forward contracts, and
to convert to U.S. dollars securities that are denominated in foreign
currency.

Puts, calls, and futures are valued at the last sale price on the
principal exchange on which they are traded or on Nasdaq(R), as applicable, as
determined by a pricing service approved by the Board of Directors or by the
Manager. If there were no sales that day, they shall be valued at the last
sale price on the preceding trading day if it is within the spread of the
closing "bid" and "asked" prices on the principal exchange or on Nasdaq(R)on
the valuation date. If not, the value shall be the closing bid price on the
principal exchange or on Nasdaq(R)on the valuation date. If the put, call or
future is not traded on an exchange or on Nasdaq(R), it shall be valued by the
mean between "bid" and "asked" prices obtained by the Manager from two active
market makers. In certain cases that may be at the "bid" price if no "asked"
price is available.

When a Portfolio writes an option, an amount equal to the premium
received is included in the Portfolio's Statement of Assets and Liabilities
as an asset. An equivalent credit is included in the liability section. The
credit is adjusted ("marked-to-market") to reflect the current market value
of the option. In determining the Portfolio's gain on investments, if a call
or put written by the Portfolio is exercised, the proceeds are increased by
the premium received. If a call or put written by the Portfolio expires, the
Portfolio has a gain in the amount of the premium. If the Portfolio enters
into a closing purchase transaction, it will have a gain or loss, depending
on whether the premium received was more or less than the cost of the closing
transaction. If the Portfolio exercises a put it holds, the amount the
Portfolio receives on its sale of the underlying investment is reduced by the
amount of premium paid by the Portfolio.

Dividends, Capital Gains and Taxes

Dividends and Distributions. The Portfolios have no fixed dividend and there
can be no assurance as to the payment of any dividends or the realization of
any capital gains. The dividends and distributions paid by a Portfolio will
vary from time to time depending on market conditions, the composition of the
Portfolio's investment portfolio, and expenses borne by the Portfolio or
borne separately by a class (if more than one class of shares is
outstanding). Dividends are calculated in the same manner, at the same time,
and on the same day for each class of shares. Dividends on Service shares are
expected to be lower because of the additional expenses for those shares.
Dividends will also differ in amount as a consequence of any difference in
the net asset values of the different classes of shares.

Taxes. The federal tax treatment of each Portfolio is briefly highlighted in
its Prospectus. The following is only a summary of certain additional tax
considerations generally affecting the Portfolio. The tax discussion in the
Prospectus and this Statement of Additional Information is based on tax law
in effect on the date of the Prospectus and this Statement of Additional
Information. Those laws and regulations may be changed by legislative,
judicial, or administrative action, sometimes with retroactive effect. State
and local tax treatment may differ from the treatment under the Internal
Revenue Code described below.

Qualification as a Regulated Investment Company. Each Portfolio has elected
to be taxed as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended. As a regulated investment company,
a Portfolio is not subject to federal income tax on the portion of its net
investment income (that is, taxable interest, dividends, and other taxable
ordinary income, net of expenses) and capital gain net income (that is, the
excess of net long-term capital gains over net short-term capital losses)
that it distributes to shareholders. That qualification enables a Portfolio
to "pass through" its income and realized capital gains to shareholders
without having to pay tax on them. The Internal Revenue Code contains a
number of complex tests relating to qualification that the Portfolio might
not meet in a particular year. If it did not qualify as a regulated
investment company, a Portfolio would be treated for tax purposes as an
ordinary corporation and would receive no tax deduction for payments made to
shareholders.

To qualify as a regulated investment company, a Portfolio must
distribute at least 90% of its investment company taxable income (in brief,
net investment income and the excess of net short-term capital gain over net
long-term capital loss) for a taxable year. Distributions by a Portfolio made
during the taxable year or, under specified circumstances, within 12 months
after the close of the taxable year, will be considered distributions for the
taxable year and will therefore count toward satisfaction of this
requirement. In addition, a Portfolio must derive at least 90% of its gross
income from dividends, interest, certain payments with respect to securities
loans, gains from the sale or other disposition of stock or securities or
foreign currencies (to the extent such currency gains are directly related to
the regulated investment company's principal business of investing in stock
or securities) and certain other income.

A Portfolio also must satisfy an asset diversification test in order to
qualify as a regulated investment company. Under that test, at the close of
each quarter of a Portfolio's taxable year, at least 50% of the value of the
Portfolio's assets must consist of cash and cash items (including
receivables), U.S. government securities, securities of other regulated
investment companies, and securities of other issuers, as to which a
Portfolio must not have invested more than 5% of the value of its total
assets in securities of each such issuer and a it must not hold more than 10%
of the outstanding voting securities of each such issuer. No more than 25% of
the value of a Portfolio's total assets may be invested in the securities of
any one issuer (other than U.S. government securities and securities of other
regulated investment companies), or in two or more issuers which a Portfolio
controls and which are engaged in the same or similar trades or businesses.
For purposes of this test, obligations issued or guaranteed by certain
agencies or instrumentalities of the U.S. government are treated as U.S.
government securities.

Excise Tax on Regulated Investment Companies. Under the Internal Revenue
Code, by December 31 each year, a Portfolio must distribute 98% of its
taxable investment income earned from January 1 through December 31 of that
year and 98% of its capital gains realized in the period from November 1 of
the prior year through October 31 of the current year. If it does not, a
Portfolio must pay an excise tax on the amounts not distributed. It is
presently anticipated that a Portfolio will meet those requirements. To meet
this requirement, in certain circumstances a Portfolio might be required to
liquidate portfolio investments to make sufficient distributions to avoid
excise tax liability. However, the Board of Portfolios and the Manager might
determine in a particular year that it would be in the best interests of
shareholders for a Portfolio not to make such distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would
reduce the amount of income or capital gains available for distribution.

Taxes on Foreign Investments. Investment income received by a Portfolio from
sources within certain foreign countries may be subject to foreign taxes
withheld at the source. The United States has entered into tax treaties with
many foreign countries which entitle a Portfolio to a reduced rate of, or
exemption from, taxes on such income.

Additional Information About the Portfolios

The Transfer Agent. OppenheimerFunds Services, the Company's Transfer Agent,
is a division of the Manager. It is responsible for maintaining the
Company's shareholder registry and shareholder accounting records, and for
paying dividends and distributions to shareholders. It also handles
shareholder servicing and administrative functions. It serves as the
Transfer Agent for an annual per account fee. It also acts as shareholder
servicing agent for the other Oppenheimer funds. Shareholders should direct
inquiries about their accounts to the Transfer Agent at the address and
toll-free numbers shown on the back cover.

------------------------------------------------------------------------------
Investors under variable annuity contacts, variable life insurance policies
and other investment products offered by the insurance companies that offer
shares of the Portfolios as investments for those products should direct
questions about their accounts to the servicing agent for their insurance
company, because OppenheimerFunds Services does not maintain the records for
those annuities, policies or other products.
------------------------------------------------------------------------------

The Custodian Bank. JPMorgan Chase Bank is the custodian for the Portfolios'
assets. The custodian's responsibilities include safeguarding and
controlling the Portfolios' securities, collecting income on the portfolio
securities and handling the delivery of such securities to and from the
Portfolios. It is the practice of the Portfolios to deal with the custodian
in a manner uninfluenced by any banking relationship the custodian may have
with the Manager and its affiliates. The Portfolios' cash balances with the
custodian in excess of $100,000 are not protected by federal deposit
insurance. Those uninsured balances at times may be substantial.

Independent Registered Public Accounting Firm. Deloitte & Touche LLP serves
as the independent registered public accounting firm of the Portfolios. They
audit the Portfolios' financial statements and perform other related audit
services. They also act as independent registered public accounting firm for
the Manager and for certain other funds advised by the Manager and its
affiliates. Audit and non-audit services provided to the Portfolios must be
pre-approved by the Audit Committee. Non-audit services provided by Deloitte
& Touche LLP to the Manager and certain related companies must also be
pre-approved by the Audit Committee.

GOVERNMENT SECURITIES PORTFOLIO

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF GOVERNMENT SECURITIES PORTFOLIO:

We have audited the accompanying statement of assets and liabilities of
Government Securities Portfolio, a series of Panorama Series Fund, Inc.,
including the statement of investments, as of December 31, 2004, and the related
statement of operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended. These financial
statements and financial highlights are the responsibility of the Portfolio's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
An audit includes consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Portfolio's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 2004, by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing procedures.
Additionally, an audit includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Government Securities Portfolio as of December 31, 2004, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado
February 11, 2005

STATEMENT OF INVESTMENTS December 31, 2004
--------------------------------------------------------------------------------
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES--8.6%
--------------------------------------------------------------------------------
Capital Auto Receivables Asset Trust,
Automobile Mtg.-Backed Nts., Series
2004-2, Cl. A3, 3.58%, 1/15/09 $ 80,000 $ 79,900
--------------------------------------------------------------------------------
Centex Home Equity Co. LLC, Home
Equity Loan Asset-Backed Certificates:
Series 2003-C, Cl. AF1, 2.14%, 7/25/18 16,360 16,342
Series 2004-D, Cl. AF1, 2.98%, 4/25/20 1 36,566 36,448
--------------------------------------------------------------------------------
Chase Funding Mortgage Loan
Asset-Backed Certificates, Home
Equity Mtg. Obligations:
Series 2002-4, Cl. 1A3, 3.44%, 4/25/23 14,347 14,348
Series 2003-4, Cl. 1A1, 2.538%, 9/25/17 2 10,236 10,241
--------------------------------------------------------------------------------
Chase Manhattan Auto Owner Trust,
Automobile Loan Pass-Through
Certificates, Series 2003-B, Cl. A2,
1.28%, 3/15/06 11,348 11,342
--------------------------------------------------------------------------------
CitiFinancial Mortgage Securities,
Inc., Home Equity Collateralized
Mtg. Obligations:
Series 2003-2, Cl. AF1, 2.518%, 5/25/33 2 5,988 5,992
Series 2003-3, Cl. AF1, 2.538%, 8/25/33 2 26,446 26,464
--------------------------------------------------------------------------------
DaimlerChrysler Auto Trust,
Automobile Loan Pass-Through
Certificates:
Series 2003-A, Cl. A2, 1.52%, 12/8/05 31,454 31,451
Series 2003-A, Cl. A3, 2.12%, 11/8/06 80,000 79,735
Series 2004-B, Cl. A2, 2.48%, 2/8/07 1 70,000 69,832
--------------------------------------------------------------------------------
Ford Credit Auto Owner Trust,
Automobile Loan Pass-Through
Certificates:
Series 2002-A, Cl. A4A, 4.36%, 9/15/06 89,630 90,092
Series 2004-A, Cl. A2, 2.13%, 10/15/06 150,000 149,416
--------------------------------------------------------------------------------
Harley-Davidson Motorcycle Trust,
Motorcycle Receivable Nts., Series
2003-3, Cl. A1, 1.50%, 1/15/08 68,881 68,637
--------------------------------------------------------------------------------
Honda Auto Receivables Owner
Trust, Automobile Receivable
Obligations, Series 2003-3, Cl. A2,
1.52%, 4/21/06 74,116 73,992
--------------------------------------------------------------------------------
Household Automotive Trust,
Automobile Loan Certificates,
Series 2003-2, Cl. A2, 1.56%, 12/18/06 40,265 40,185
--------------------------------------------------------------------------------
M&I Auto Loan Trust, Automobile
Loan Certificates, Series 2003-1,
Cl. A2, 1.60%, 7/20/06 7,733 7,721
--------------------------------------------------------------------------------
Nissan Auto Receivables Owner
Trust, Automobile Receivable Nts.,
Series 2004-A, Cl. A2, 1.40%, 7/17/06 139,163 138,603
--------------------------------------------------------------------------------
Option One Mortgage Loan Trust,
Home Equity Mtg. Obligations,
Series 2004-3, Cl. A2, 2.568%,
11/25/34 1,2 35,308 35,330

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES Continued
--------------------------------------------------------------------------------
Toyota Auto Receivables Owner Trust,
Automobile Mtg.-Backed Obligations:
Series 2002-B, Cl. A3, 3.76%, 6/15/06 $ 6,882 $ 6,892
Series 2003-B, Cl. A2, 1.43%, 2/15/06 29,238 29,220
--------------------------------------------------------------------------------
USAA Auto Owner Trust, Automobile
Loan Asset-Backed Nts.:
Series 2001-2, Cl. A4, 3.91%, 4/16/07 15,750 15,782
Series 2002-1, Cl. A3, 2.41%, 10/16/06 17,041 17,040
Series 2004-1, Cl. A2, 1.43%, 9/15/06 135,569 135,137
Series 2004-2, Cl. A2, 2.41%, 2/15/07 80,000 79,747
--------------------------------------------------------------------------------
Volkswagen Auto Lease Trust,
Automobile Lease Asset-Backed
Securities, Series 2004-A, Cl. A2,
2.47%, 1/22/07 80,000 79,634
--------------------------------------------------------------------------------
Volkswagen Auto Loan Enhanced
Trust, Automobile Loan Receivable
Certificates, Series 2003-1, Cl. A2,
1.11%, 12/20/05 15,031 15,026
--------------------------------------------------------------------------------
Wachovia Auto Owner Trust,
Automobile Receivable Nts.,
Series 2004-B, Cl. A2, 2.40%, 5/21/07 60,000 59,753
--------------------------------------------------------------------------------
Whole Auto Loan Trust, Automobile
Loan Receivable Certificates:
Series 2002-1, Cl. A3, 2.60%, 8/15/06 88,815 88,824
Series 2003-1, Cl. A2A, 1.40%, 4/15/06 49,953 49,859
-------------
Total Asset-Backed Securities
(Cost $1,566,550) 1,562,985

--------------------------------------------------------------------------------
MORTGAGE-BACKED OBLIGATIONS--68.4%
--------------------------------------------------------------------------------
GOVERNMENT AGENCY--60.3%
--------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED--58.4%
Fannie Mae Whole Loan,
Collateralized Mtg. Obligations
Pass-Through Certificates, Trust
2004-W9, Cl. 2A2, 7%, 2/25/44 3 185,843 197,051
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.:
5%, 1/1/35 3 1,271,000 1,262,262
5.50%, 1/1/35 3 507,000 515,081
6.50%, 12/1/28 162,117 170,487
7%, 3/1/31-11/1/34 900,145 954,544
10.50%, 10/1/20 12,442 13,948
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Collateralized Mtg. Obligations,
Series 2196, Cl. GB, 8%, 3/15/30 13,394 14,481
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Collateralized Mtg. Obligations,
Gtd. Multiclass Mtg. Participation
Certificates, Series 2046, Cl. G,
6.50%, 4/15/28 264,311 274,247

7 | GOVERNMENT SECURITIES PORTFOLIO

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED Continued
Federal Home Loan Mortgage Corp.,
Gtd. Real Estate Mtg. Investment
Conduit Multiclass Pass-Through
Certificates:
Series 1669, Cl. G, 6.50%, 2/15/23 $ 21,271 $ 21,440
Series 2034, Cl. Z, 6.50%, 2/15/28 28,656 29,761
Series 2053, Cl. Z, 6.50%, 4/15/28 39,362 41,022
Series 2055, Cl. ZM, 6.50%, 5/15/28 50,899 52,938
Series 2080, Cl. Z, 6.50%, 8/15/28 33,498 34,542
Series 2387, Cl. PD, 6%, 4/15/30 69,857 72,411
Series 2466, Cl. PD, 6.50%, 4/15/30 18,310 18,399
Series 2498, Cl. PC, 5.50%, 10/15/14 9,281 9,360
Series 2500, Cl. FD, 2.903%, 3/15/32 2 25,535 25,635
Series 2526, Cl. FE, 2.803%, 6/15/29 2 31,488 31,602
Series 2551, Cl. FD, 2.803%, 1/15/33 2 26,153 26,332
Series 2551, Cl. TA, 4.50%, 2/15/18 8,303 8,298
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Interest-Only Stripped Mtg.-Backed
Security:
Series 192, Cl. IO, 3.27%, 2/1/28 4 15,091 2,805
Series 200, Cl. IO, 2.89%, 1/1/29 4 18,226 3,494
Series 205, Cl. IO, (0.22)%, 9/1/29 4 104,908 19,667
Series 2074, Cl. S, 11.86%, 7/17/28 4 18,898 2,434
Series 2079, Cl. S, 10.47%, 7/17/28 4 30,051 3,915
Series 2526, Cl. SE, 17.17%, 6/15/29 4 51,863 4,216
Series 2819, Cl. S, 13.83%, 6/15/34 4 470,858 45,570
--------------------------------------------------------------------------------
Federal National Mortgage Assn.:
4.50%, 1/1/20 3 408,000 406,725
5%, 1/1/20-1/1/35 3 500,000 503,528
5.50%, 3/1/33-1/1/34 634,116 644,669
5.50%, 1/1/35 3 1,423,000 1,444,789
6%, 8/1/24 64,325 66,950
6%, 1/1/35 3 1,015,000 1,049,573
6.50%, 2/1/09-10/1/30 223,170 235,089
6.50%, 1/1/35 3 557,000 584,154
7%, 11/1/13-8/1/34 839,233 891,433
7%, 8/1/28-6/1/32 3 279,684 296,842
7.50%, 9/1/22-2/1/27 46,514 50,031
8.50%, 7/1/32 5,239 5,692
--------------------------------------------------------------------------------
Federal National Mortgage Assn.,
Collateralized Mtg. Obligations,
Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates:
Trust 1998-63, Cl. PG, 6%, 3/25/27 18,551 18,639
Trust 2001-50, Cl. NE, 6%, 8/25/30 35,711 36,204
Trust 2001-70, Cl. LR, 6%, 9/25/30 36,845 37,567
Trust 2001-72, Cl. NH, 6%, 4/25/30 30,963 31,665
Trust 2001-74, Cl. PD, 6%, 5/25/30 10,959 11,108
Trust 2002-50, Cl. PD, 6%, 9/25/27 20,478 20,492
Trust 2002-77, Cl. WF, 2.81%, 12/18/32 2 41,739 41,986
Trust 2002-94, Cl. MA, 4.50%, 8/25/09 56,350 56,473
Trust 2003-81, Cl. PA, 5%, 2/25/12 17,024 17,087
Trust 2004-101, Cl. BG, 5%, 1/25/20 67,000 67,586

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED Continued
Federal National Mortgage Assn., Gtd
Real Estate Mtg. Investment Conduit
Pass-Through Certificates, Interest-Only
Stripped Mtg.-Backed Security:
Trust 319, Cl. 2, (3.22)%, 2/1/32 4 $ 32,288 $ 6,206
Trust 2002-28, Cl. SA, 12.58%, 4/25/32 4 26,956 2,679
Trust 2002-38, Cl. SO, 19.60%, 4/25/32 4 66,897 5,379
Trust 2002-39, Cl. SD, 9.37%, 3/18/32 4 44,234 4,563
Trust 2002-48, Cl. S, 10.91%, 7/25/32 4 45,399 4,741
Trust 2002-52, Cl. SL, 11.27%, 9/25/32 4 27,860 2,928
Trust 2002-53, Cl. SK, 9.30%, 4/25/32 4 154,125 16,250
Trust 2002-56, Cl. SN, 13.38%, 7/25/32 4 61,900 6,483
Trust 2002-77, Cl. IS, 15.90%, 12/18/32 4 113,973 12,016
--------------------------------------------------------------------------------
Federal National Mortgage Assn.,
Interest-Only Stripped Mtg.-Backed
Security:
Trust 221, Cl. 2, (1.23)%, 5/1/23 4 32,891 6,360
Trust 240, Cl. 2, 3.35%, 9/1/23 4 48,195 9,178
Trust 301, Cl. 2, (3.70)%, 4/1/29 4 45,930 8,718
Trust 321, Cl. 2, (3.53)%, 3/1/32 4 141,161 28,052
Trust 324, Cl. 2, (9.51)%, 6/1/32 4 176,088 35,852
Trust 333, Cl. 2, 2.05%, 3/1/33 4 111,797 24,178
Trust 2001-63, Cl. SD, 17.40%, 12/18/31 4 41,158 4,355
Trust 2001-68, Cl. SC, 13.63%, 11/25/31 4 30,333 3,300
Trust 2001-81, Cl. S, 13.68%, 1/25/32 4 36,528 4,455
Trust 2002-9, Cl. MS, 10.62%, 3/25/32 4 52,245 5,699
Trust 2002-77, Cl. SH, 21.15%, 12/18/32 4 42,918 4,346
-------------
10,569,962

--------------------------------------------------------------------------------
GNMA/GUARANTEED--1.9%
Government National Mortgage
Assn., 7%, 10/15/23-3/15/26 291,884 311,802
--------------------------------------------------------------------------------
Government National Mortgage
Assn., Interest-Only Stripped
Mtg.-Backed Security:
Series 1998-19, Cl. SB, 10.70%, 7/16/28 4 61,484 8,029
Series 2001-21, Cl. SB, 14.94%, 1/16/27 4 312,069 29,847
-------------
349,678

--------------------------------------------------------------------------------
PRIVATE--8.1%
--------------------------------------------------------------------------------
COMMERCIAL--8.1%
Banc of America Commercial
Mortgage, Inc., Commercial Mtg
Pass-Through Certificates, Series
2004-6, Cl. A3, 4.512%, 12/10/42 60,000 60,000
--------------------------------------------------------------------------------
Bank of America Mortgage Securities,
Inc., Collateralized Mtg. Obligations
Pass-Through Certificates:
Series 2004-E, Cl. 2A9, 3.712%, 6/25/34 64,006 64,046
Series 2004-G, Cl. 2A1, 2.469%, 8/25/34 44,807 44,719
Series 2004-2, Cl. 2A1, 6.50%, 7/20/32 125,899 128,625
Series 2004-8, Cl. 5A1, 6.50%, 5/25/32 92,904 96,533

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL Continued
First Union National Bank/Lehman
Brothers/Bank of America Commercial
Mtg. Trust, Pass-Through Certificates,
Series 1998-C2, Cl. A2, 6.56%, 11/18/35 $ 50,000 $ 53,788
--------------------------------------------------------------------------------
GE Capital Commercial Mortgage
Corp., Commercial Mtg. Obligations,
Series 2004-C3, Cl. A2, 4.433%, 7/10/39 50,000 50,664
--------------------------------------------------------------------------------
GMAC Commercial Mortgage
Securities, Inc., Commercial Mtg
Obligations, Series 2004-C3, Cl. A4,
4.547%, 12/10/41 40,000 40,105
--------------------------------------------------------------------------------
GMAC Commercial Mortgage
Securities, Inc., Commercial Mtg
Pass-Through Certificates, Series
1997-C1, Cl. A3, 6.869%, 7/15/29 40,886 43,281
--------------------------------------------------------------------------------
GS Mortgage Securities Corp. II,
Commercial Mtg. Pass-Through
Certificates:
Series 2004-C1, Cl. A1, 3.659%,
10/10/28 49,656 49,117
Series 2004-GG2, Cl. A3, 4.602%,
8/10/38 30,000 30,609
--------------------------------------------------------------------------------
Mastr Alternative Loan Trust,
Pass-Through Collateralized Mtg
Obligations, Series 2004-6, Cl. 10A1,
6%, 7/25/34 123,341 127,361
--------------------------------------------------------------------------------
Mastr Seasoned Securities Trust,
Collateralized Mtg. Obligations,
Series 2004-2, Cl. PT65, 6.50%, 12/1/34 3 179,000 184,342
--------------------------------------------------------------------------------
Nomura Asset Securities Corp.,
Commercial Mtg. Pass-Through
Certificates, Series 1998-D6, Cl. A1B,
6.59%, 3/15/30 50,000 54,114
--------------------------------------------------------------------------------
Prudential Mortgage Capital Co. II
LLC, Commercial Mtg. Pass-Through
Certificates, Series PRU-HTG 2000-C1,
Cl. A2, 7.306%, 10/6/15 96,000 110,663
--------------------------------------------------------------------------------
Washington Mutual Mortgage
Securities Corp., Collateralized Mtg
Pass-Through Certificates, Series
2003-AR12, Cl. A2, 2.446%, 2/25/34 2 1,226 1,226
--------------------------------------------------------------------------------
Wells Fargo Mortgage Backed
Securities Trust, Collateralized Mtg
Obligations:
Series 2004-DD, Cl. 2 A1, 4.548%,
1/25/35 140,000 140,230
Series 2004-N, Cl. A10, 3.803%,
8/25/34 1 116,893 117,278
Series 2004-W, Cl. A2, 4.635%,
11/25/34 2 67,248 67,433
-------------
1,464,134

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
OTHER--0.0%
CIT Equipment Collateral, Equipment
Receivable-Backed Nts., Series
2003-EF1, Cl. A2, 1.49%, 12/20/05 $ 6,499 $ 6,500
-------------
Total Mortgage-Backed Obligations
(Cost $12,330,091) 12,390,274

--------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS--47.3%
--------------------------------------------------------------------------------
Federal Home Loan Bank Bonds,
3.125%, 9/15/06 1,910,000 1,908,791
--------------------------------------------------------------------------------
Federal Home Loan Bank Unsec
Bonds, 2.75%, 10/15/06 5 430,000 426,782
--------------------------------------------------------------------------------
Federal National Mortgage Assn
Unsec. Nts.:
4.25%, 7/15/07 40,000 40,863
6%, 5/15/08 770,000 829,185
7.25%, 1/15/10-5/15/30 1,260,000 1,461,565
--------------------------------------------------------------------------------
Resolution Funding Corp. Federal
Book Entry Principal Strips, 5.85%,
1/15/21 6 215,000 94,382
--------------------------------------------------------------------------------
Resolution Funding Corp. Strip
Bonds, 6.23%, 7/15/05 6 489,000 482,565
--------------------------------------------------------------------------------
Tennessee Valley Authority Bonds:
7.125%, 5/1/30 40,000 49,918
Series A, 6.79%, 5/23/12 908,000 1,047,073
--------------------------------------------------------------------------------
U.S. Treasury Bonds:
5.50%, 8/15/28 62,000 67,125
9.25%, 2/15/16 1,080,000 1,541,996
STRIPS, 4.41%, 2/15/16 6 570,000 343,427
--------------------------------------------------------------------------------
U.S. Treasury Nts., 2.75%, 7/31/06 271,000 270,208
-------------
Total U.S. Government Obligations
(Cost $8,530,000) 8,563,880

--------------------------------------------------------------------------------
FOREIGN GOVERNMENT OBLIGATIONS--1.2%
--------------------------------------------------------------------------------
United States (Government of)
Gtd. Israel Aid Bonds, 5.50%,
12/4/23 (Cost $199,243) 200,000 209,650

--------------------------------------------------------------------------------
SHORT-TERM NOTES--2.8%
--------------------------------------------------------------------------------
Federal Home Loan Bank, 1.05%,
1/3/05 (Cost $499,971) 500,000 499,971

--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--5.2%
--------------------------------------------------------------------------------
Undivided interest of 0.07% in joint repurchase
agreement (Principal Amount/Value $1,443,703,000,
with a maturity value of $1,443,962,867) with
UBS Warburg LLC, 2.16%, dated 12/31/04, to be
repurchased at $945,170 on 1/3/05, collateralized
by Federal National Mortgage Assn., 5%--6%,
4/1/34--10/1/34, with a value of
$1,474,609,071 (Cost $945,000) 945,000 945,000

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
Total Investments, at Value (excluding
Investments Purchased with Cash
Collateral from Securities Loaned)
(Cost $24,070,855) $ 24,171,760

--------------------------------------------------------------------------------
INVESTMENTS PURCHASED WITH CASH COLLATERAL FROM
SECURITIES LOANED--1.0%
--------------------------------------------------------------------------------
REPURCHASE AGREEMENT--1.0%
Undivided interest of 0.01% in joint repurchase
agreement (Principal Amount/Value $2,800,000,000,
with a maturity value of $2,800,550,669) with
Nomura Securities, 2.36%, dated 12/31/04, to be
repurchased at $171,549 on 1/3/05, collateralized
by U.S. Government Mortgage Agencies,
2.58%-7.50%, 1/15/08-10/15/44, with
a value of $2,908,566,289 7
(Cost $171,515) $ 171,515 171,515

--------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $24,242,370) 134.5% 24,343,275
--------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (34.5) (6,240,099)
---------------------------
NET ASSETS 100.0% $ 18,103,176
===========================

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Illiquid security. The aggregate value of illiquid securities as of December
31, 2004 was $258,888, which represents 1.43% of the Portfolio's net assets. See
Note 7 of Notes to Financial Statements.

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

3. When-issued security or forward commitment to be delivered and settled after
December 31, 2004. See Note 1 of Notes to Financial Statements.

4. Interest-Only Strips represent the right to receive the monthly interest
payments on an underlying pool of mortgage loans. These securities typically
decline in price as interest rates decline. Most other fixed income securities
increase in price when interest rates decline. The principal amount of the
underlying pool represents the notional amount on which current interest is
calculated. The price of these securities is typically more sensitive to changes
in prepayment rates than traditional mortgage-backed securities (for example,
GNMA pass-throughs). Interest rates disclosed represent current yields based
upon the current cost basis and estimated timing and amount of future cash
flows. These securities amount to $315,716 or 1.74% of the Portfolio's net
assets as of December 31, 2004.

5. All or a portion of the security is held in collateralized accounts to cover
initial margin requirements on open futures sales contracts with an aggregate
market value of $34,738. See Note 5 of Notes to Financial Statements.

6. Zero coupon bond reflects effective yield on the date of purchase.

7. The security has been segregated to satisfy the forward commitment to return
the cash collateral received in securities lending transactions upon the
borrower's return of the securities loaned. See Note 8 of Notes to Financial
Statements.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

---------------------------------------------------------------------------------------------------------------------
LIABILITIES
---------------------------------------------------------------------------------------------------------------------
Return of collateral for securities loaned 3,595,417
---------------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased on a when-issued basis or forward commitment 8,364,297
Shareholder communications 6,526
Directors' compensation 3,887
Transfer and shareholder servicing agent fees 833
Shares of capital stock redeemed 222
Other 13,866
--------------
Total liabilities 11,985,048

---------------------------------------------------------------------------------------------------------------------
NET ASSETS $ 18,103,176
==============

---------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
---------------------------------------------------------------------------------------------------------------------
Par value of shares of capital stock $ 16,234
---------------------------------------------------------------------------------------------------------------------
Additional paid-in capital 16,809,022
---------------------------------------------------------------------------------------------------------------------
Accumulated net investment income 572,514
---------------------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments 587,272
---------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments 118,134
--------------
NET ASSETS--applicable to 16,233,860 shares of capital stock outstanding $ 18,103,176
==============

---------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE $ 1.12

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

---------------------------------------------------------------------------------------------------------------------
EXPENSES
---------------------------------------------------------------------------------------------------------------------
Management fees 96,956
---------------------------------------------------------------------------------------------------------------------
Accounting service fees 15,000
---------------------------------------------------------------------------------------------------------------------
Legal, auditing and other professional fees 12,918
---------------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees 10,000
---------------------------------------------------------------------------------------------------------------------
Shareholder communications 8,477
---------------------------------------------------------------------------------------------------------------------
Custodian fees and expenses 5,486
---------------------------------------------------------------------------------------------------------------------
Directors' compensation 5,039
---------------------------------------------------------------------------------------------------------------------
Other 3,230
--------------
Total expenses 157,106
Less reduction to custodian expenses (302)
--------------
Net expenses 156,804

---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 523,317

---------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
---------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on:
Investments 927,456
Closing of futures contracts (632)
Swap contracts 14,753
--------------
Net realized gain 941,577
---------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments (747,341)
Futures contracts 26,789
Swap contracts 2,011
--------------
Net change in unrealized appreciation (718,541)

---------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 746,353
==============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2004 2003
--------------------------------------------------------------------------------------------------------------

OPERATIONS
--------------------------------------------------------------------------------------------------------------
Net investment income $ 523,317 $ 711,878
--------------------------------------------------------------------------------------------------------------
Net realized gain 941,577 773,367
--------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (718,541) (1,068,856)
-------------------------------
Net increase in net assets resulting from operations 746,353 416,389

--------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
--------------------------------------------------------------------------------------------------------------
Dividends from net investment income (685,809) (899,661)
--------------------------------------------------------------------------------------------------------------
Distributions from net realized gain (400,683) --

--------------------------------------------------------------------------------------------------------------
CAPITAL STOCK TRANSACTIONS
--------------------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from capital stock transactions (1,093,333) (1,926,494)

--------------------------------------------------------------------------------------------------------------
NET ASSETS
--------------------------------------------------------------------------------------------------------------
Total decrease (1,433,472) (2,409,766)
--------------------------------------------------------------------------------------------------------------
Beginning of period 19,536,648 21,946,414
-------------------------------
End of period (including accumulated net investment income
of $572,514 and $684,793, respectively) $ 18,103,176 $ 19,536,648
===============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 4.17% 2.58% 10.06% 7.23% 12.36%

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

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

5. The portfolio turnover rate excludes purchase transactions and sales
transactions of To Be Announced (TBA) mortgage-related securities of
$121,615,587 and $127,136,434, respectively.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES

Government Securities Portfolio (the Portfolio) is a series of Panorama Series
Fund, Inc. (the Company) which is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company. The Portfolio's
investment objective is to seek a high level of current income with a high
degree of safety of principal, by investing primarily (at least 80% of its net
assets, plus borrowings for investment purposes, under normal market conditions)
in U.S. government securities and U.S. government-related securities. The
Portfolio's investment advisor is OppenheimerFunds, Inc. (the Manager). Shares
of the Portfolio are sold only to separate accounts of life insurance companies,
a majority of such shares are held by separate accounts of Massachusetts Mutual
Life Insurance Co., an affiliate of the investment advisor.

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

--------------------------------------------------------------------------------
SECURITIES VALUATION. The Portfolio calculates the net asset value of its shares
as of the close of The New York Stock Exchange (the Exchange), normally 4:00
P.M. Eastern time, on each day the Exchange is open for business. Securities
listed or traded on National Stock Exchanges or other domestic or foreign
exchanges are valued based on the last sale price of the security traded on that
exchange prior to the time when the Portfolio's assets are valued. Securities
traded on NASDAQ are valued based on the closing price provided by NASDAQ prior
to the time when the Portfolio's assets are valued. In the absence of a sale,
the security is valued at the last sale price on the prior trading day, if it is
within the spread of the closing bid and asked prices, and if not, at the
closing bid price. Corporate, government and municipal debt instruments having a
remaining maturity in excess of 60 days and all mortgage-backed securities will
be valued at the mean between the "bid" and "asked" prices. Securities may be
valued primarily using dealer-supplied valuations or a portfolio pricing service
authorized by the Board of Directors. Securities (including restricted
securities) for which market quotations are not readily available are valued at
their fair value. Foreign and domestic securities whose values have been
materially affected by what the Manager identifies as a significant event
occurring before the Portfolio's assets are valued but after the close of their
respective exchanges will be fair valued. Fair value is determined in good faith
using consistently applied procedures under the supervision of the Board of
Directors. Short-term "money market type" debt securities with remaining
maturities of sixty days or less are valued at amortized cost (which
approximates market value).

--------------------------------------------------------------------------------
SECURITIES ON A WHEN-ISSUED BASIS OR FORWARD COMMITMENT. Delivery and payment
for securities that have been purchased by the Portfolio on a when-issued basis
or forward commitment can take place up to ten days or more after the trade
date. Normally the settlement date occurs within six months after the trade
date; however, the Portfolio may, from time to time, purchase securities whose
settlement date extends six months or more beyond 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 Portfolio
maintains internally designated assets with a market value equal to or greater
than the amount of its purchase commitments. The purchase of securities on a
when-issued basis or forward commitment may increase the volatility of the
Portfolio's net asset value to the extent the Portfolio executes such
transactions while remaining substantially fully invested. The Portfolio may
also sell securities that it purchased on a when-issued basis or forward
commitment prior to settlement of the original purchase. As of December 31,
2004, the Portfolio had purchased $8,364,297 of securities on a when-issued
basis or forward commitment and sold $1,920,200 of securities issued on a
when-issued basis or forward commitment.

In connection with its ability to purchase or sell securities on a
when-issued basis, the Portfolio may enter into forward roll transactions with
respect to mortgage-related securities. Forward roll transactions require the
sale of securities for delivery in the current month, and a simultaneous
agreement with the same counterparty to repurchase similar (same type, coupon
and maturity) but not identical securities on a specified future date. The
Portfolio 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.

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 Portfolio to receive inferior securities at redelivery as compared to the
securities sold to the counterparty; counterparty credit risk; and the potential
pay down speed variance between the mortgage-related pools.
--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the Portfolio, along with other affiliated
funds advised by the Manager, may transfer uninvested cash balances into joint
trading accounts on a daily basis. These balances are invested in one or more
repurchase agreements. Securities pledged as collateral for repurchase
agreements are held by a custodian bank until the agreements mature. Each
agreement requires that the market value of the collateral be sufficient to
cover payments of interest and principal. In the event of default by the other
party to the agreement, retention of the collateral may be subject to legal
proceedings.
--------------------------------------------------------------------------------
FEDERAL TAXES. The Portfolio intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments not offset by capital loss carryforwards, if any,
to shareholders.

The tax components of capital shown in the table below represent distribution
requirements the Portfolio must satisfy under the income tax regulations, losses
the Portfolio may be able to offset against income and gains realized in future
years and unrealized appreciation or depreciation of securities and other
investments for federal income tax purposes.

NET UNREALIZED
APPRECIATION
BASED ON COST OF
SECURITIES AND
UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS
NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME
INCOME GAIN CARRYFORWARD 1,2,3 TAX PURPOSES
------------------------------------------------------------------------------
$808,343 $390,367 $17,893 $99,747

1. The Portfolio had $17,893 of straddle losses which were deferred.

2. During the fiscal year ended December 31, 2004, the Portfolio did not utilize
any capital loss carryforward.

3. During the fiscal year ended December 31, 2003, the Portfolio utilized
$531,781 of capital loss carryforward to offset capital gains realized in that
fiscal year.

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Portfolio.
Accordingly, the following amounts have been reclassified for December 31, 2004.
Net assets of the Portfolio were unaffected by the reclassifications.

INCREASE TO REDUCTION TO
ACCUMULATED ACCUMULATED NET
INCREASE TO NET INVESTMENT REALIZED GAIN
PAID-IN CAPITAL INCOME ON INVESTMENTS 4
-------------------------------------------------------------------
$28,813 $50,213 $79,026

4. $28,813, including $18,145 of long-term capital gain, was distributed in
connection with Portfolio share redemptions.

The tax character of distributions paid during the years ended December 31, 2004
and December 31, 2003 was as follows:

YEAR ENDED YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003
--------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 685,809 $ 899,661
Long-term capital gain 400,683 --
--------------------------------------
Total $ 1,086,492 $ 899,661
======================================

16 | GOVERNMENT SECURITIES PORTFOLIO

The aggregate cost of securities and other investments and the composition of
unrealized appreciation and depreciation of securities and other investments for
federal income tax purposes as of December 31, 2004 are noted below. The primary
difference between book and tax appreciation or depreciation of securities and
other investments, if applicable, is attributable to the tax deferral of losses
or tax realization of financial statement unrealized gain or loss.

Federal tax cost of securities $ 24,242,369
Federal tax cost of other investments (1,875,458)
--------------
Total federal tax cost $ 22,366,911
==============

Gross unrealized appreciation $ 163,345
Gross unrealized depreciation (63,598)
--------------
Net unrealized appreciation $ 99,747
==============

--------------------------------------------------------------------------------
DIRECTORS' COMPENSATION. The Board of Directors has adopted a deferred
compensation plan for independent directors that enables directors to elect to
defer receipt of all or a portion of the annual compensation they are entitled
to receive from the Portfolio. For purposes of determining the amount owed to
the Director under the plan, deferred amounts are treated as though equal dollar
amounts had been invested in shares of the Portfolio or in other Oppenheimer
funds selected by the Director. The Portfolio purchases shares of the Portfolios
selected for deferral by the Director in amounts equal to his or her deemed
investment, resulting in a Portfolio asset equal to the deferred compensation
liability. Such assets are included as a component of "Other" within the asset
section of the Statement of Assets and Liabilities. Deferral of directors' fees
under the plan will not affect the net assets of the Portfolio, and will not
materially affect the Portfolio's assets, liabilities or net investment income
per share. Amounts will be deferred until distributed in accordance to the Plan.

--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income and capital gain distributions, if
any, are declared and paid annually.

--------------------------------------------------------------------------------
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and amortization
of premium, is accrued as earned.

--------------------------------------------------------------------------------
CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may
include interest expense incurred by the Portfolio on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Portfolio pays
interest to its custodian on such cash overdrafts at a rate equal to the Federal
Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if
applicable, represents earnings on cash balances maintained by the Portfolio
during the period. Such interest expense and other custodian fees may be paid
with these earnings.
--------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.
--------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.

The Portfolio has authorized 160 million shares of $0.001 par value capital
stock. Transactions in shares of capital stock were as follows:

YEAR ENDED DECEMBER 31, 2004 YEAR ENDED DECEMBER 31, 2003
SHARES AMOUNT SHARES AMOUNT
---------------------------------------------------------------------------------------------------------

Sold 258,932 $ 284,649 627,258 $ 727,437
Dividends and/or distributions reinvested 987,719 1,086,492 796,160 899,661
Redeemed (2,207,520) (2,464,474) (3,122,195) (3,553,592)
------------------------------------------------------------
Net decrease (960,869) $ (1,093,333) (1,698,777) $ (1,926,494)
============================================================
--------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, other
than U.S. government obligations and short-term obligations, for the year ended
December 31, 2004, were $8,654,450 and $7,831,328, respectively. There were
purchases of $8,075,957 and sales of $10,249,676 of U.S. government and
government agency obligations for the year ended December 31, 2004. In addition,
there were purchases of $121,615,587 and sales of $127,136,434 of To Be
Announced (TBA) mortgage related securities for the year ended December 31,
2004.

--------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Portfolio which provides for a fee at an
annual rate of 0.525% of the first $300 million of average daily net assets of
the Portfolio, 0.50% of the next $100 million, and 0.45% of average daily net
assets over $400 million.

--------------------------------------------------------------------------------
ACCOUNTING FEES. The Manager acts as the accounting agent for the Portfolio at
an annual fee of $15,000, plus out-of-pocket costs and expenses reasonably
incurred.

--------------------------------------------------------------------------------
ADMINISTRATION SERVICES. The Portfolio pays the Manager a fee of $1,500 per year
for preparing and filing the Portfolio's tax returns.

--------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Portfolio. The
Portfolio pays OFS a per account fee. For the year ended December 31, 2004, the
Portfolio paid $10,000 to OFS for services to the Portfolio.

Additionally, Portfolios offered in variable annuity separate accounts are
subject to minimum fees of $10,000 for assets of $10 million or more. The
Portfolio is subject to the minimum fee in the event that the per account fee
does not equal or exceed the applicable minimum fee.
--------------------------------------------------------------------------------
PAYMENTS AND WAIVERS OF EXPENSES. OFS has voluntarily agreed to limit transfer
and shareholder servicing agent fees to 0.35% of average annual net assets of
the Portfolio. This undertaking may be amended or withdrawn at any time.
--------------------------------------------------------------------------------
5. FUTURES CONTRACTS

A futures contract is a commitment to buy or sell a specific amount of a
commodity or financial instrument at a negotiated price on a stipulated future
date. Futures contracts are traded on a commodity exchange. The Portfolio may
buy and sell futures contracts that relate to broadly based securities indices
(financial futures) or debt securities (interest rate futures) in order to gain
exposure to or protection from changes in market value of stocks and bonds or
interest rates. The Portfolio may also buy or write put or call options on these
futures contracts.

The Portfolio generally sells futures contracts as a hedge against
increases in interest rates and decreases in market value of portfolio
securities. The Portfolio may also purchase futures contracts to gain exposure
to market changes as it may be more efficient or cost effective than actually
buying securities.

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

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

Risks of entering into futures contracts (and related options) include the
possibility that there may be an illiquid market and that a change in the value
of the contract or option may not correlate with changes in the value of the
underlying securities.

As of December 31, 2004, the Portfolio had outstanding futures contracts as
follows:

UNREALIZED
EXPIRATION NUMBER OF VALUATION AS OF APPRECIATION
CONTRACT DESCRIPTION DATES CONTRACTS DECEMBER 31, 2004 (DEPRECIATION)
-----------------------------------------------------------------------------------------------------

CONTRACTS TO PURCHASE
U.S. Long Bonds 3/21/05 12 $ 1,350,000 $ 17,532
----------
CONTRACTS TO SELL
U.S. Treasury Nts., 2 yr. 3/31/05 6 1,257,563 (56)
U.S. Treasury Nts., 5 yr. 3/21/05 18 1,971,563 (2,755)
----------
(2,811)
----------
$ 14,721
==========
--------------------------------------------------------------------------------
6. TOTAL RETURN SWAP CONTRACTS
The Portfolio may enter into a total return swap transaction to maintain a total
return on a particular investment, or portion of its portfolio, or for other
non-speculative purposes. Because the principal amount is not exchanged, it
represents neither an asset nor a liability to either counterparty, and is
referred to as notional. The Portfolio records an increase or decrease to
unrealized gain (loss), in the amount due to or owed by the Portfolio at
termination or settlement. Total return swaps are subject to risks (if the
counterparty fails to meet its obligations).

As of December 31, 2004, the Portfolio had entered into the following total
return swap agreements:

PAID BY RECEIVED BY
NOTIONAL THE PORTFOLIO AT THE PORTFOLIO AT TERMINATION UNREALIZED
SWAP COUNTERPARTY AMOUNT DECEMBER 31, 2004 DECEMBER 31, 2004 DATES APPRECIATION
----------------------------------------------------------------------------------------------------------------

Value of
One-Month total return of
LIBOR less 50 Lehman Brothers
Deutsche Bank AG $270,000 basis points CMBS Index 1/1/05 $ 1,345
Value of
total return of
Goldman Sachs One-Month Lehman Brothers
Capital Markets LP 270,000 LIBOR BBA CMBS Index 3/31/05 1,163
---------
$ 2,508
=========

INDEX ABBREVIATIONS ARE AS FOLLOWS:

CMBS Commercial Mortgage Backed Securities Markets
LIBOR London-Interbank Offered Rate
LIBOR BBA London-Interbank Offered Rate British Bankers Association

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
7. ILLIQUID SECURITIES
As of December 31, 2004, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Portfolio will not invest more than 15% of its net assets (determined at the
time of purchase and reviewed periodically) in illiquid securities.
--------------------------------------------------------------------------------
8. SECURITIES LENDING
The Portfolio lends portfolio securities from time to time in order to earn
additional income. In return, the Portfolio receives collateral in the form of
US Treasury obligations or cash, against the loaned securities and maintains
collateral in an amount not less than 100% of the market value of the loaned
securities during the period of the loan. The market value of the loaned
securities is determined at the close of business of the Portfolios and any
additional required collateral is delivered to the Portfolio on the next
business day. If the borrower defaults on its obligation to return the
securities loaned because of insolvency or other reasons, the Portfolio could
experience delays and cost in recovering the securities loaned or in gaining
access to the collateral. Cash collateral is invested in cash equivalents. The
Portfolio retains a portion of the interest earned from the collateral. The
Portfolio also continues to receive interest or dividends paid on the securities
loaned. As of December 31, 2004, the Portfolio had on loan securities valued at
$3,526,856. Cash of $3,595,417 was received as collateral for the loans, of
which $171,515 was invested in approved instruments.
-------------------------------------------------------------------------------
9. LITIGATION
A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor (collectively, the
"Oppenheimer defendants"), as well as 51 of the Oppenheimer funds (as "Nominal
Defendants") excluding the Fund, 31 present and former Directors or Trustees and
9 present and former officers of the funds. This complaint, filed in the U.S.
District Court for the Southern District of New York on January 10, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the complaint alleges that the Manager charged excessive fees for distribution
and other costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of assets of the funds to make
those payments in violation of the Investment Company Act of 1940 and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to shareholders of the funds under the Investment Company Act of 1940 and at
common law. The complaint seeks unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.

The Oppenheimer defendants believe that the allegations contained in the
Complaints are without merit and that they, the funds named as Nominal
Defendants, and the Directors/Trustees of those funds have meritorious defenses
against the claims asserted. The Oppenheimer defendants intend to defend these
lawsuits vigorously and to contest any claimed liability, and they have retained
legal counsel to defend such suits. The Oppenheimer defendants believe that it
is premature to render any opinion as to the likelihood of an outcome
unfavorable to them and that no estimate can yet be made with any degree of
certainty as to the amount or range of any potential loss.

GROWTH PORTFOLIO

EPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF GROWTH PORTFOLIO:

We have audited the accompanying statement of assets and liabilities of Growth
Portfolio, a series of Panorama Series Fund, Inc., including the statement of
investments, as of December 31, 2004, and the related statement of operations
for the year then ended, the statements of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Portfolio's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Growth Portfolio as of December 31, 2004, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended, in conformity with accounting principles generally
accepted in the United States of America.

DELOITTE & TOUCHE LLP

/s/ DELOITTE & TOUCH LLP

Denver, Colorado
February 11, 2005

STATEMENT OF INVESTMENTS DECEMBER 31, 2004
--------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
COMMON STOCKS--99.1%
--------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--12.4%
--------------------------------------------------------------------------------
AUTO COMPONENTS--0.2%
ArvinMeritor, Inc. 1,100 $ 24,607
--------------------------------------------------------------------------------
Autoliv, Inc. 3,100 149,730
--------------------------------------------------------------------------------
Dana Corp. 7,500 129,975
--------------------------------------------------------------------------------
Goodyear Tire & Rubber Co. 1 6,000 87,960
--------------------------------------------------------------------------------
Lear Corp. 200 12,202
--------------------------------------------------------------------------------
Visteon Corp. 3,000 29,310
--------------
433,784

--------------------------------------------------------------------------------
AUTOMOBILES--0.5%
Ford Motor Co. 28,911 423,257
--------------------------------------------------------------------------------
General Motors Corp. 4,800 192,288
--------------------------------------------------------------------------------
Harley-Davidson, Inc. 4,700 285,525
--------------------------------------------------------------------------------
Thor Industries, Inc. 400 14,820
--------------------------------------------------------------------------------
Winnebago Industries, Inc. 1,100 42,966
--------------
958,856

--------------------------------------------------------------------------------
DISTRIBUTORS--0.0%
Genuine Parts Co. 900 39,654
--------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--1.3%
Applebee's International, Inc. 1,350 35,708
--------------------------------------------------------------------------------
Aztar Corp. 1 300 10,476
--------------------------------------------------------------------------------
Caesars Entertainment, Inc. 1 5,500 110,770
--------------------------------------------------------------------------------
CBRL Group, Inc. 2,200 92,070
--------------------------------------------------------------------------------
CEC Entertainment, Inc. 1 2,750 109,918
--------------------------------------------------------------------------------
Choice Hotels International, Inc. 500 29,000
--------------------------------------------------------------------------------
Darden Restaurants, Inc. 900 24,966
--------------------------------------------------------------------------------
International Game Technology 8,300 285,354
--------------------------------------------------------------------------------
Mandalay Resort Group 2,500 176,075
--------------------------------------------------------------------------------
Marriott International, Inc., Cl. A 5,400 340,092
--------------------------------------------------------------------------------
McDonald's Corp. 17,900 573,874
--------------------------------------------------------------------------------
MGM Mirage, Inc. 1 800 58,192
--------------------------------------------------------------------------------
P.F. Chang's China Bistro, Inc. 1 300 16,905
--------------------------------------------------------------------------------
Rare Hospitality International, Inc. 1 750 23,895
--------------------------------------------------------------------------------
Sonic Corp. 1 300 9,150
--------------------------------------------------------------------------------
Starbucks Corp. 1 2,900 180,844
--------------------------------------------------------------------------------
Yum! Brands, Inc. 4,300 202,874
--------------
2,280,163

--------------------------------------------------------------------------------
HOUSEHOLD DURABLES--0.8%
American Greetings Corp., Cl. A 2,500 63,375
--------------------------------------------------------------------------------
Beazer Homes USA, Inc. 300 43,863
--------------------------------------------------------------------------------
Black & Decker Corp. 1,600 141,328
--------------------------------------------------------------------------------
Cavco Industries, Inc. 1 160 7,192
--------------------------------------------------------------------------------
Ethan Allen Interiors, Inc. 1,200 48,024

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
HOUSEHOLD DURABLES Continued
Furniture Brands International, Inc. 800 $ 20,040
--------------------------------------------------------------------------------
Harman International Industries, Inc. 600 76,200
--------------------------------------------------------------------------------
Hovnanian Enterprises, Inc., Cl. A 1 200 9,904
--------------------------------------------------------------------------------
KB Home 1,400 146,160
--------------------------------------------------------------------------------
Leggett & Platt, Inc. 2,700 76,761
--------------------------------------------------------------------------------
Lennar Corp., Cl. B 1,180 61,608
--------------------------------------------------------------------------------
M.D.C. Holdings, Inc. 1,543 133,377
--------------------------------------------------------------------------------
Meritage Homes Corp. 1 900 101,430
--------------------------------------------------------------------------------
Newell Rubbermaid, Inc. 7,800 188,682
--------------------------------------------------------------------------------
NVR, Inc. 1 100 76,940
--------------------------------------------------------------------------------
Ryland Group, Inc. (The) 1,600 92,064
--------------------------------------------------------------------------------
Stanley Works (The) 1,400 68,586
--------------------------------------------------------------------------------
Whirlpool Corp. 1,000 69,210
--------------
1,424,744

--------------------------------------------------------------------------------
INTERNET & CATALOG RETAIL--0.7%
Amazon.com, Inc. 1 2,800 124,012
--------------------------------------------------------------------------------
eBay, Inc. 1 7,900 918,612
--------------------------------------------------------------------------------
IAC/InterActiveCorp 1 10,600 292,772
--------------
1,335,396

--------------------------------------------------------------------------------
LEISURE EQUIPMENT & PRODUCTS--0.2%
Action Performance Cos., Inc. 5,500 60,445
--------------------------------------------------------------------------------
Eastman Kodak Co. 1,900 61,275
--------------------------------------------------------------------------------
Hasbro, Inc. 3,900 75,582
--------------------------------------------------------------------------------
Leapfrog Enterprises, Inc. 1 300 4,080
--------------------------------------------------------------------------------
Marvel Enterprises, Inc. 1 1,700 34,816
--------------------------------------------------------------------------------
Nautilus Group, Inc. (The) 900 21,753
--------------------------------------------------------------------------------
SCP Pool Corp. 700 22,330
--------------
280,281

--------------------------------------------------------------------------------
MEDIA--3.7%
Charter Communications, Inc., Cl. A 1 19,000 42,560
--------------------------------------------------------------------------------
Clear Channel Communications, Inc. 8,700 291,363
--------------------------------------------------------------------------------
Comcast Corp., Cl. A 1 43,227 1,438,595
--------------------------------------------------------------------------------
EchoStar Communications Corp., Cl. A 4,400 146,256
--------------------------------------------------------------------------------
Fox Entertainment Group, Inc., A Shares 1 300 9,378
--------------------------------------------------------------------------------
Gannett Co., Inc. 900 73,530
--------------------------------------------------------------------------------
Getty Images, Inc. 1 900 61,965
--------------------------------------------------------------------------------
Knight-Ridder, Inc. 1,100 73,634
--------------------------------------------------------------------------------
Martha Stewart Living Omnimedia,
Inc., Cl. A 1 1,700 49,334
--------------------------------------------------------------------------------
McGraw-Hill Cos., Inc. (The) 4,400 402,776
--------------------------------------------------------------------------------
Pixar, Inc. 1 200 17,122
--------------------------------------------------------------------------------
Time Warner, Inc. 1 89,100 1,732,104
--------------------------------------------------------------------------------
Viacom, Inc., Cl. B 26,804 975,398
--------------------------------------------------------------------------------
Walt Disney Co. (The) 45,900 1,276,020

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
MEDIA Continued
Westwood One, Inc. 1 2,100 $ 56,553
--------------
6,646,588

--------------------------------------------------------------------------------
MULTILINE RETAIL--0.9%
Dillard's, Inc., Cl. A 2,700 72,549
--------------------------------------------------------------------------------
Federated Department Stores, Inc. 4,900 283,171
--------------------------------------------------------------------------------
J.C. Penney Co., Inc. (Holding Co.) 9,100 376,740
--------------------------------------------------------------------------------
Kmart Holding Corp. 1 1,100 108,845
--------------------------------------------------------------------------------
Kohl's Corp. 1 400 19,668
--------------------------------------------------------------------------------
Neiman Marcus Group, Inc. (The), Cl. A 200 14,308
--------------------------------------------------------------------------------
Nordstrom, Inc. 3,100 144,863
--------------------------------------------------------------------------------
Sears Roebuck & Co. 3,800 193,914
------------------------------------------------------------------------------
Target Corp. 7,700 399,861
--------------
1,613,919

--------------------------------------------------------------------------------
SPECIALTY RETAIL--3.7%
Abercrombie & Fitch Co., Cl. A 3,800 178,410
--------------------------------------------------------------------------------
Aeropostale, Inc. 1 2,600 76,518
--------------------------------------------------------------------------------
American Eagle Outfitters, Inc. 3,300 155,430
--------------------------------------------------------------------------------
AnnTaylor Stores Corp. 1 2,500 53,825
--------------------------------------------------------------------------------
AutoNation, Inc. 1 2,000 38,420
--------------------------------------------------------------------------------
Barnes & Noble, Inc. 1 1,700 54,859
--------------------------------------------------------------------------------
bebe stores, inc 450 12,141
--------------------------------------------------------------------------------
Bed Bath & Beyond, Inc. 1 4,200 167,286
--------------------------------------------------------------------------------
Best Buy Co., Inc. 4,700 279,274
--------------------------------------------------------------------------------
Blockbuster, Inc., Cl. B 6,351 55,952
--------------------------------------------------------------------------------
Borders Group, Inc. 5,200 132,080
--------------------------------------------------------------------------------
Children's Place Retail Stores, Inc. 1 600 22,218
--------------------------------------------------------------------------------
Christopher & Banks Corp. 400 7,380
--------------------------------------------------------------------------------
Circuit City Stores, Inc./
Circuit City Group 10,500 164,220
--------------------------------------------------------------------------------
Claire's Stores, Inc. 4,900 104,125
--------------------------------------------------------------------------------
Electronics Boutique Holdings Corp. 1 600 25,764
--------------------------------------------------------------------------------
Finish Line, Inc. (The), Cl. A 800 14,640
--------------------------------------------------------------------------------
Gap, Inc. (The) 16,000 337,920
--------------------------------------------------------------------------------
Hollywood Entertainment Corp. 1 1,500 19,635
--------------------------------------------------------------------------------
Home Depot, Inc. 49,300 2,107,082
--------------------------------------------------------------------------------
Hot Topic, Inc. 1 1,500 25,785
--------------------------------------------------------------------------------
Limited Brands, Inc. 8,900 204,878
--------------------------------------------------------------------------------
Lowe's Cos., Inc. 7,500 431,925
--------------------------------------------------------------------------------
Men's Wearhouse, Inc. (The) 1 600 19,176
--------------------------------------------------------------------------------
Michaels Stores, Inc. 3,700 110,889
--------------------------------------------------------------------------------
Office Depot, Inc. 1 8,800 152,768
--------------------------------------------------------------------------------
Pacific Sunwear of California, Inc. 1 4,925 109,631
--------------------------------------------------------------------------------
Petco Animal Supplies, Inc. 1 400 15,792
--------------------------------------------------------------------------------
PETsMART, Inc. 1,100 39,083

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
SPECIALTY RETAIL Continued
Pier 1 Imports, Inc. 200 $ 3,940
--------------------------------------------------------------------------------
Rent-A-Center, Inc. 1 500 13,250
--------------------------------------------------------------------------------
Sherwin-Williams Co. 2,900 129,427
--------------------------------------------------------------------------------
Staples, Inc. 14,300 482,053
--------------------------------------------------------------------------------
Talbots, Inc. (The) 2,300 62,629
--------------------------------------------------------------------------------
Tiffany & Co. 2,200 70,334
--------------------------------------------------------------------------------
TJX Cos., Inc. (The) 14,700 369,411
--------------------------------------------------------------------------------
Too, Inc. 1 1,500 36,690
--------------------------------------------------------------------------------
Toys R Us, Inc. 1 7,800 159,666
--------------------------------------------------------------------------------
Urban Outfitters, Inc. 1 900 39,960
--------------------------------------------------------------------------------
Zale Corp. 1 2,800 83,636
-------------
6,568,102

--------------------------------------------------------------------------------
TEXTILES, APPAREL & LUXURY GOODS--0.4%
Coach, Inc. 1 2,100 118,440
--------------------------------------------------------------------------------
Deckers Outdoor Corp. 1 200 9,398
--------------------------------------------------------------------------------
Jones Apparel Group, Inc. 3,300 120,681
--------------------------------------------------------------------------------
Nike, Inc., Cl. B 2,100 190,449
--------------------------------------------------------------------------------
Timberland Co., Cl. A 1 2,200 137,874
--------------------------------------------------------------------------------
VF Corp. 1,800 99,684
--------------
676,526

--------------------------------------------------------------------------------
CONSUMER STAPLES--8.8%
--------------------------------------------------------------------------------
BEVERAGES--2.3%
Anheuser-Busch Cos., Inc. 5,500 279,015
--------------------------------------------------------------------------------
Brown-Forman Corp., Cl. B 300 14,604
--------------------------------------------------------------------------------
Coca-Cola Co. (The) 40,200 1,673,526
--------------------------------------------------------------------------------
Pepsi Bottling Group, Inc. (The) 4,900 132,496
--------------------------------------------------------------------------------
PepsiAmericas, Inc. 200 4,248
--------------------------------------------------------------------------------
PepsiCo, Inc. 39,320 2,052,504
--------------
4,156,393

--------------------------------------------------------------------------------
FOOD & STAPLES RETAILING--2.3%
BJ's Wholesale Club, Inc. 1 2,300 66,999
--------------------------------------------------------------------------------
Costco Wholesale Corp. 5,300 256,573
--------------------------------------------------------------------------------
Kroger Co. (The) 1 4,700 82,438
--------------------------------------------------------------------------------
Rite Aid Corp. 1 8,800 32,208
--------------------------------------------------------------------------------
Safeway, Inc. 1 3,700 73,038
--------------------------------------------------------------------------------
SUPERVALU, Inc. 3,400 117,368
--------------------------------------------------------------------------------
Sysco Corp. 12,000 458,040
--------------------------------------------------------------------------------
Wal-Mart Stores, Inc. 48,700 2,572,334
--------------------------------------------------------------------------------
Walgreen Co. 10,400 399,048
--------------------------------------------------------------------------------
Whole Foods Market, Inc. 400 38,140
--------------
4,096,186

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
FOOD PRODUCTS--0.6%
Archer-Daniels-Midland Co. 4,600 $ 102,626
--------------------------------------------------------------------------------
ConAgra Foods, Inc. 1,300 38,285
--------------------------------------------------------------------------------
Corn Products International, Inc. 500 26,780
--------------------------------------------------------------------------------
Heinz (H.J.) Co. 9,200 358,708
--------------------------------------------------------------------------------
Kellogg Co. 300 13,398
--------------------------------------------------------------------------------
Kraft Foods, Inc., Cl. A 1 4,100 146,001
--------------------------------------------------------------------------------
Pilgrim's Pride Corp., Cl. B 400 12,272
--------------------------------------------------------------------------------
Sara Lee Corp. 11,900 287,266
--------------------------------------------------------------------------------
Smithfield Foods, Inc. 1 100 2,959
--------------------------------------------------------------------------------
Tyson Foods, Inc., Cl. A 6,300 115,920
--------------------------------------------------------------------------------
Wm. Wrigley Jr. Co. 600 41,514
--------------
1,145,729

--------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS--1.8%
Clorox Co. (The) 800 47,144
--------------------------------------------------------------------------------
Energizer Holdings, Inc. 1 1,200 59,628
--------------------------------------------------------------------------------
Kimberly-Clark Corp. 6,200 408,022
--------------------------------------------------------------------------------
Nu Skin Asia Pacific, Inc., Cl. A 1,500 38,070
--------------------------------------------------------------------------------
Procter & Gamble Co. (The) 46,600 2,566,728
--------------------------------------------------------------------------------
Rayovac Corp. 1 800 24,448
--------------
3,144,040

--------------------------------------------------------------------------------
PERSONAL PRODUCTS--0.5%
Avon Products, Inc. 3,600 139,320
--------------------------------------------------------------------------------
Estee Lauder Cos., Inc. (The), Cl. A 5,800 265,466
--------------------------------------------------------------------------------
Gillette Co. 9,100 407,498
--------------------------------------------------------------------------------
NBTY, Inc. 1 300 7,203
--------------
819,487

--------------------------------------------------------------------------------
TOBACCO--1.3%
Altria Group, Inc. 36,500 2,230,150
--------------------------------------------------------------------------------
Reynolds American, Inc. 700 55,020
--------------------------------------------------------------------------------
UST, Inc. 1,300 62,543
--------------
2,347,713

--------------------------------------------------------------------------------
ENERGY--7.8%
--------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--0.5%
Atwood Oceanics, Inc. 1 400 20,840
--------------------------------------------------------------------------------
BJ Services Co. 1,900 88,426
--------------------------------------------------------------------------------
Cal Dive International, Inc. 1 1,600 65,200
--------------------------------------------------------------------------------
Diamond Offshore Drilling, Inc. 4,000 160,200
--------------------------------------------------------------------------------
Grant Prideco, Inc. 1 3,200 64,160
--------------------------------------------------------------------------------
Halliburton Co. 3,800 149,112
--------------------------------------------------------------------------------
Hydril Co. 1 200 9,102
--------------------------------------------------------------------------------
Lone Star Technologies, Inc. 1 800 26,768
--------------------------------------------------------------------------------
Oil States International, Inc. 1 3,300 63,657
--------------------------------------------------------------------------------
Precision Drilling Corp. 1 800 50,424

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES Continued
Pride International, Inc. 1 1,300 $ 26,702
--------------------------------------------------------------------------------
Smith International, Inc. 1 800 43,528
--------------------------------------------------------------------------------
Universal Compression Holdings, Inc. 1 1,500 52,365
--------------
820,484

--------------------------------------------------------------------------------
OIL & GAS--7.3%
Amerada Hess Corp. 2,300 189,474
--------------------------------------------------------------------------------
Apache Corp. 4,900 247,793
--------------------------------------------------------------------------------
Ashland, Inc. 1,100 64,218
--------------------------------------------------------------------------------
Cabot Oil & Gas Corp., Cl. A 200 8,850
--------------------------------------------------------------------------------
Canadian Natural Resources Ltd. 7,100 303,697
--------------------------------------------------------------------------------
Chesapeake Energy Corp. 5,400 89,100
--------------------------------------------------------------------------------
ChevronTexaco Corp. 34,088 1,789,961
--------------------------------------------------------------------------------
Cimarex Energy Co. 1 1,103 41,804
--------------------------------------------------------------------------------
ConocoPhillips 9,846 854,928
--------------------------------------------------------------------------------
Devon Energy Corp. 5,500 214,060
--------------------------------------------------------------------------------
El Paso Corp. 2,000 20,800
--------------------------------------------------------------------------------
EOG Resources, Inc. 2,200 156,992
--------------------------------------------------------------------------------
Exxon Mobil Corp. 123,776 6,344,758
--------------------------------------------------------------------------------
Forest Oil Corp. 1 900 28,548
--------------------------------------------------------------------------------
Frontier Oil Corp. 14,000 373,240
--------------------------------------------------------------------------------
General Maritime Corp. 1 1,400 55,930
--------------------------------------------------------------------------------
Houston Exploration Co. 1 1,400 78,834
--------------------------------------------------------------------------------
Kerr-McGee Corp. 1,400 80,906
--------------------------------------------------------------------------------
Murphy Oil Corp. 600 48,270
--------------------------------------------------------------------------------
Newfield Exploration Co. 1 1,600 94,480
--------------------------------------------------------------------------------
Noble Energy, Inc. 1,600 98,656
--------------------------------------------------------------------------------
Occidental Petroleum Corp. 3,100 180,916
--------------------------------------------------------------------------------
OMI Corp. 3,200 53,920
--------------------------------------------------------------------------------
Paramount Resources Ltd. 1 20,900 469,232
--------------------------------------------------------------------------------
Patina Oil & Gas Corp. 800 30,000
--------------------------------------------------------------------------------
Petroleum Development Corp. 1 600 23,142
--------------------------------------------------------------------------------
Pioneer Natural Resources Co. 1,000 35,100
--------------------------------------------------------------------------------
Plains Exploration & Production Co. 1 1,000 26,000
--------------------------------------------------------------------------------
Premcor, Inc. 600 25,302
--------------------------------------------------------------------------------
Southwestern Energy Co. 1 500 25,345
--------------------------------------------------------------------------------
Sunoco, Inc. 2,300 187,933
--------------------------------------------------------------------------------
Talisman Energy, Inc. 10,700 288,900
--------------------------------------------------------------------------------
Teekay Shipping Corp. 1,600 67,376
--------------------------------------------------------------------------------
Tesoro Corp. 1 3,800 121,068
--------------------------------------------------------------------------------
Unocal Corp. 4,800 207,552
--------------------------------------------------------------------------------
Valero Energy Corp. 2,700 122,580
--------------------------------------------------------------------------------
Vintage Petroleum, Inc. 900 20,421
--------------------------------------------------------------------------------
Williams Cos., Inc. (The) 3,900 63,531
--------------

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
FINANCIALS--21.7%
--------------------------------------------------------------------------------
CAPITAL MARKETS--0.3%
Bank of New York Co., Inc. (The) 11,400 $ 380,988
--------------------------------------------------------------------------------
Mellon Financial Corp. 3,300 102,663
--------------------------------------------------------------------------------
Northern Trust Corp. 3,100 150,598
--------------
634,249

--------------------------------------------------------------------------------
COMMERCIAL BANKS--6.9%
Associated Banc-Corp. 400 13,284
--------------------------------------------------------------------------------
Astoria Financial Corp. 1,800 71,946
--------------------------------------------------------------------------------
Bank of America Corp. 84,996 3,993,962
--------------------------------------------------------------------------------
Banknorth Group, Inc. 4,200 153,720
--------------------------------------------------------------------------------
BB&T Corp. 4,100 172,405
--------------------------------------------------------------------------------
Comerica, Inc. 5,000 305,100
--------------------------------------------------------------------------------
Compass Bancshares, Inc. 1,100 53,537
--------------------------------------------------------------------------------
Fifth Third Bancorp 4,400 208,032
--------------------------------------------------------------------------------
First Horizon National Corp. 600 25,866
--------------------------------------------------------------------------------
Golden West Financial Corp. 1,800 110,556
--------------------------------------------------------------------------------
Hibernia Corp., Cl. A 3,000 88,530
--------------------------------------------------------------------------------
Huntington Bancshares, Inc. 1,200 29,736
--------------------------------------------------------------------------------
Independence Community Bank Corp. 1,500 63,870
--------------------------------------------------------------------------------
Indymac Mortgage Holdings, Inc. 800 27,560
--------------------------------------------------------------------------------
KeyCorp 7,500 254,250
--------------------------------------------------------------------------------
M&T Bank Corp. 1,500 161,760
--------------------------------------------------------------------------------
National City Corp. 6,000 225,300
--------------------------------------------------------------------------------
North Fork Bancorporation, Inc. 3,304 95,320
--------------------------------------------------------------------------------
PNC Financial Services Group, Inc. 4,400 252,736
--------------------------------------------------------------------------------
R&G Financial Corp., Cl. B 100 3,888
--------------------------------------------------------------------------------
Regions Financial Corp. 2,963 105,453
--------------------------------------------------------------------------------
Silicon Valley BancShares 1 600 26,892
--------------------------------------------------------------------------------
SunTrust Banks, Inc. 4,800 354,624
--------------------------------------------------------------------------------
U.S. Bancorp 51,925 1,626,291
--------------------------------------------------------------------------------
UnionBanCal Corp. 4,500 290,160
--------------------------------------------------------------------------------
Wachovia Corp. 27,300 1,435,980
--------------------------------------------------------------------------------
Washington Mutual, Inc. 4,700 198,716
--------------------------------------------------------------------------------
Webster Financial Corp. 400 20,256
--------------------------------------------------------------------------------
Wells Fargo & Co. 29,500 1,833,425
--------------------------------------------------------------------------------
Zions Bancorp 1,200 81,636
--------------
12,284,791

--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--8.5%
Affiliated Managers Group, Inc. 1 1,300 88,062
--------------------------------------------------------------------------------
American Capital Strategies Ltd. 1,700 56,695
--------------------------------------------------------------------------------
American Express Co. 14,100 794,817
--------------------------------------------------------------------------------
Bear Stearns Cos., Inc. (The) 3,900 399,009
--------------------------------------------------------------------------------
Capital One Financial Corp. 2,900 244,209
--------------------------------------------------------------------------------
CIT Group, Inc. 3,800 174,116

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICE Continued
Citigroup, Inc. 108,177 $ 5,211,968
--------------------------------------------------------------------------------
E*TRADE Financial Corp. 1 8,200 122,590
--------------------------------------------------------------------------------
Federated Investors, Inc., Cl. B 600 18,240
--------------------------------------------------------------------------------
Franklin Resources, Inc. 900 62,685
--------------------------------------------------------------------------------
Goldman Sachs Group, Inc. (The) 1,900 197,676
--------------------------------------------------------------------------------
JPMorgan Chase & Co. 90,804 3,542,264
--------------------------------------------------------------------------------
Knight Trading Group, Inc. 1 300 3,285
--------------------------------------------------------------------------------
Legg Mason, Inc. 450 32,967
--------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc. 2,900 253,692
--------------------------------------------------------------------------------
MBNA Corp. 18,900 532,791
--------------------------------------------------------------------------------
Merrill Lynch & Co., Inc. 16,700 998,159
--------------------------------------------------------------------------------
Moody's Corp. 700 60,795
--------------------------------------------------------------------------------
Morgan Stanley 26,400 1,465,728
--------------------------------------------------------------------------------
Principal Financial Group, Inc. (The) 7,800 319,332
--------------------------------------------------------------------------------
Schwab (Charles) Corp. 24,700 295,412
--------------------------------------------------------------------------------
SEI Investments Co. 900 37,737
--------------------------------------------------------------------------------
SLM Corp. 1,900 101,441
--------------------------------------------------------------------------------
State Street Corp. 2,400 117,888
--------------------------------------------------------------------------------
T. Rowe Price Group, Inc. 1,500 93,300
--------------
15,224,858
--------------------------------------------------------------------------------
INSURANCE--4.0%
ACE Ltd. 3,200 136,800
--------------------------------------------------------------------------------
AFLAC, Inc. 9,800 390,432
--------------------------------------------------------------------------------
Allmerica Financial Corp. 1 1,300 42,679
--------------------------------------------------------------------------------
Allstate Corp. 12,000 620,640
--------------------------------------------------------------------------------
AMBAC Financial Group, Inc. 400 32,852
--------------------------------------------------------------------------------
American Financial Group, Inc. 1,300 40,703
--------------------------------------------------------------------------------
American International Group, Inc. 50,537 3,318,765
--------------------------------------------------------------------------------
AmerUs Group Co. 400 18,120
--------------------------------------------------------------------------------
Aon Corp. 7,000 167,020
--------------------------------------------------------------------------------
Chubb Corp. 1,400 107,660
--------------------------------------------------------------------------------
Cincinnati Financial Corp. 1,910 84,537
--------------------------------------------------------------------------------
Fidelity National Financial, Inc. 4,437 202,638
--------------------------------------------------------------------------------
First American Corp. (The) 1,100 38,654
--------------------------------------------------------------------------------
Hartford Financial Services Group,
Inc. (The) 5,500 381,205
--------------------------------------------------------------------------------
Jefferson-Pilot Corp. 1,000 51,960
--------------------------------------------------------------------------------
LandAmerica Financial Group, Inc. 1,000 53,930
--------------------------------------------------------------------------------
Lincoln National Corp. 3,300 154,044
--------------------------------------------------------------------------------
Loews Corp. 2,700 189,810
--------------------------------------------------------------------------------
Marsh & McLennan Cos., Inc. 3,600 118,440
--------------------------------------------------------------------------------
MBIA, Inc. 1,800 113,904
--------------------------------------------------------------------------------
MetLife, Inc. 3,800 153,938
--------------------------------------------------------------------------------
Nationwide Financial Services, Inc., Cl. A 200 7,646
--------------------------------------------------------------------------------
Old Republic International Corp. 1,200 30,360

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
INSURANCE Continued
Progressive Corp. 600 $ 50,904
--------------------------------------------------------------------------------
Reinsurance Group of America, Inc. 2,600 125,970
--------------------------------------------------------------------------------
RenaissanceRe Holdings Ltd. 700 36,456
--------------------------------------------------------------------------------
Safeco Corp. 2,400 125,376
--------------------------------------------------------------------------------
St. Paul Travelers Cos., Inc. (The) 1,900 70,433
--------------------------------------------------------------------------------
StanCorp Financial Group, Inc. 700 57,750
--------------------------------------------------------------------------------
Torchmark Corp. 1,400 79,996
--------------------------------------------------------------------------------
UICI 300 10,170
--------------------------------------------------------------------------------
UnumProvident Corp. 6,900 123,786
--------------
7,137,578

--------------------------------------------------------------------------------
REAL ESTATE--0.0%
St. Joe Co. (The) 400 25,680
--------------------------------------------------------------------------------
THRIFTS & MORTGAGE FINANCE--2.0%
Countrywide Financial Corp. 8,600 318,286
--------------------------------------------------------------------------------
Fannie Mae 21,800 1,552,378
--------------------------------------------------------------------------------
Freddie Mac 16,400 1,208,680
--------------------------------------------------------------------------------
Fremont General Corp. 3,700 93,166
--------------------------------------------------------------------------------
MGIC Investment Corp. 2,800 192,948
--------------------------------------------------------------------------------
Radian Group, Inc. 2,600 138,424
--------------
3,503,882

--------------------------------------------------------------------------------
HEALTH CARE--12.4%
--------------------------------------------------------------------------------
BIOTECHNOLOGY--1.1%
Amgen, Inc. 1 16,200 1,039,230
--------------------------------------------------------------------------------
Applera Corp./Applied
Biosystems Group 5,100 106,641
--------------------------------------------------------------------------------
Gen-Probe, Inc. 1 1,300 58,773
--------------------------------------------------------------------------------
Millennium Pharmaceuticals, Inc. 1 5,000 60,600
--------------------------------------------------------------------------------
Onyx Pharmaceuticals, Inc. 1 300 9,717
--------------------------------------------------------------------------------
United Therapeutics Corp. 1 900 40,635
--------------------------------------------------------------------------------
Wyeth 16,600 706,994
--------------
2,022,590

--------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--1.4%
Bausch & Lomb, Inc. 1,000 64,460
--------------------------------------------------------------------------------
Baxter International, Inc. 2,100 72,534
--------------------------------------------------------------------------------
Becton, Dickinson & Co. 5,100 289,680
--------------------------------------------------------------------------------
Biomet, Inc. 500 21,695
--------------------------------------------------------------------------------
Boston Scientific Corp. 1 3,800 135,090
--------------------------------------------------------------------------------
Dade Behring Holdings, Inc. 1 200 11,200
--------------------------------------------------------------------------------
Hospira, Inc. 1 3,970 132,995
--------------------------------------------------------------------------------
Idexx Laboratories, Inc. 1 200 10,918
--------------------------------------------------------------------------------
Inamed Corp. 1 200 12,650
--------------------------------------------------------------------------------
Medtronic, Inc. 21,400 1,062,938
--------------------------------------------------------------------------------
PerkinElmer, Inc. 4,600 103,454
--------------------------------------------------------------------------------
Respironics, Inc. 1 200 10,872

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES Continued
Stryker Corp. 7,500 $ 361,875
--------------------------------------------------------------------------------
Thermo Electron Corp. 1 5,000 150,950
--------------------------------------------------------------------------------
Varian Medical Systems, Inc. 1 1,500 64,860
--------------------------------------------------------------------------------
VISX, Inc. 1 1,400 36,218
--------------------------------------------------------------------------------
Wright Medical Group, Inc. 1 600 17,100
--------------
2,559,489

--------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES--2.4%
Advisory Board Co. (The) 1 300 11,064
--------------------------------------------------------------------------------
Aetna, Inc. 3,000 374,250
--------------------------------------------------------------------------------
Amedisys, Inc. 1 300 9,717
--------------------------------------------------------------------------------
AmerisourceBergen Corp. 2,300 134,964
--------------------------------------------------------------------------------
Andrx Corp. 1 1,900 41,477
--------------------------------------------------------------------------------
Caremark Rx, Inc. 1 3,300 130,119
--------------------------------------------------------------------------------
Cerner Corp. 1 300 15,951
--------------------------------------------------------------------------------
CIGNA Corp. 3,300 269,181
--------------------------------------------------------------------------------
Covance, Inc. 1 1,900 73,625
--------------------------------------------------------------------------------
Coventry Health Care, Inc. 1 2,250 119,430
--------------------------------------------------------------------------------
DaVita, Inc. 1 200 7,906
--------------------------------------------------------------------------------
eResearch Technology, Inc. 1 600 9,510
--------------------------------------------------------------------------------
Express Scripts, Inc. 1 300 22,932
--------------------------------------------------------------------------------
Gentiva Health Services, Inc. 1 100 1,672
--------------------------------------------------------------------------------
HCA, Inc. 900 35,964
--------------------------------------------------------------------------------
Humana, Inc. 1 4,000 118,760
--------------------------------------------------------------------------------
IMS Health, Inc. 1,300 30,173
--------------------------------------------------------------------------------
Laboratory Corp. of America Holdings 1 1,700 84,694
--------------------------------------------------------------------------------
LCA-Vision, Inc. 1,650 38,594
--------------------------------------------------------------------------------
McKesson Corp. 2,200 69,212
--------------------------------------------------------------------------------
Medco Health Solutions, Inc. 1 5,762 239,699
--------------------------------------------------------------------------------
PacifiCare Health Systems, Inc. 1 3,100 175,212
--------------------------------------------------------------------------------
Pediatrix Medical Group, Inc. 1 1,400 89,670
--------------------------------------------------------------------------------
Quest Diagnostics, Inc. 2,100 200,655
--------------------------------------------------------------------------------
Select Medical Corp. 1,000 17,600
--------------------------------------------------------------------------------
Sierra Health Services, Inc. 1 900 49,599
--------------------------------------------------------------------------------
Sunrise Senior Living, Inc. 1 400 18,544
--------------------------------------------------------------------------------
UnitedHealth Group, Inc. 13,481 1,186,732
--------------------------------------------------------------------------------
WellChoice, Inc. 1 1,300 69,420
--------------------------------------------------------------------------------
WellPoint, Inc. 1 4,900 563,500
--------------
4,209,826

--------------------------------------------------------------------------------
PHARMACEUTICALS--7.5%
Abbott Laboratories 21,400 998,310
--------------------------------------------------------------------------------
Allergan, Inc. 2,000 162,140
--------------------------------------------------------------------------------
Barr Pharmaceuticals, Inc. 1 1,500 68,310
--------------------------------------------------------------------------------
Bristol-Myers Squibb Co. 43,400 1,111,908
--------------------------------------------------------------------------------
Eli Lilly & Co. 18,100 1,027,175

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
PHARMACEUTICALS Continued
Endo Pharmaceuticals Holdings, Inc. 1 4,600 $ 96,692
--------------------------------------------------------------------------------
Eon Labs, Inc. 1 1,800 48,600
--------------------------------------------------------------------------------
Forest Laboratories, Inc. 1 7,700 345,422
--------------------------------------------------------------------------------
Johnson & Johnson 55,418 3,514,610
--------------------------------------------------------------------------------
Merck & Co., Inc. 54,100 1,738,774
--------------------------------------------------------------------------------
Pfizer, Inc. 156,765 4,215,411
--------------------------------------------------------------------------------
Schering-Plough Corp. 2,500 52,200
--------------
13,379,552

--------------------------------------------------------------------------------
INDUSTRIALS--10.1%
--------------------------------------------------------------------------------
AEROSPACE & DEFENSE--1.8%
Boeing Co. 8,000 414,160
--------------------------------------------------------------------------------
General Dynamics Corp. 1,900 198,740
--------------------------------------------------------------------------------
Goodrich Corp. 900 29,376
--------------------------------------------------------------------------------
Honeywell International, Inc. 7,100 251,411
--------------------------------------------------------------------------------
Lockheed Martin Corp. 2,900 161,095
--------------------------------------------------------------------------------
Northrop Grumman Corp. 6,500 353,340
--------------------------------------------------------------------------------
Precision Castparts Corp. 100 6,568
--------------------------------------------------------------------------------
Raytheon Co. 3,800 147,554
--------------------------------------------------------------------------------
Rockwell Collins, Inc. 300 11,832
--------------------------------------------------------------------------------
United Defense Industries, Inc. 1 1,200 56,700
--------------------------------------------------------------------------------
United Technologies Corp. 14,600 1,508,910
--------------
3,139,686

--------------------------------------------------------------------------------
AIR FREIGHT & LOGISTICS--0.5%
EGL, Inc. 1 2,100 62,769
--------------------------------------------------------------------------------
Expeditors International of
Washington, Inc. 800 44,704
--------------------------------------------------------------------------------
FedEx Corp. 2,400 236,376
--------------------------------------------------------------------------------
United Parcel Service, Inc., Cl. B 6,300 538,398
--------------
882,247

--------------------------------------------------------------------------------
AIRLINES--0.2%
Alaska Air Group, Inc. 1 1,200 40,188
--------------------------------------------------------------------------------
AMR Corp. 1 8,000 87,600
--------------------------------------------------------------------------------
Continental Airlines, Inc., Cl. B 1 4,000 54,160
--------------------------------------------------------------------------------
Delta Air Lines, Inc. 1 9,000 67,320
--------------------------------------------------------------------------------
Northwest Airlines Corp., Cl. A 1 2,400 26,232
--------------
275,500

--------------------------------------------------------------------------------
BUILDING PRODUCTS--0.2%
American Standard Cos., Inc. 1 1,800 74,376
--------------------------------------------------------------------------------
Masco Corp. 3,800 138,814
--------------------------------------------------------------------------------
USG Corp. 1 1,800 72,486
--------------
285,676

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--0.6%
Brink's Co. (The) 400 $ 15,808
--------------------------------------------------------------------------------
Cendant Corp. 19,100 446,558
--------------------------------------------------------------------------------
Cintas Corp. 1,700 74,562
--------------------------------------------------------------------------------
Copart, Inc. 1 1,800 47,376
--------------------------------------------------------------------------------
Corporate Executive Board Co. 500 33,470
--------------------------------------------------------------------------------
Dun & Bradstreet Corp. 1 700 41,755
--------------------------------------------------------------------------------
Equifax, Inc. 2,000 56,200
--------------------------------------------------------------------------------
Gevity HR, Inc. 300 6,168
--------------------------------------------------------------------------------
ITT Educational Services, Inc. 1 800 38,040
--------------------------------------------------------------------------------
Miller (Herman), Inc. 500 13,815
--------------------------------------------------------------------------------
Pitney Bowes, Inc. 1,000 46,280
--------------------------------------------------------------------------------
Republic Services, Inc. 1,900 63,726
--------------------------------------------------------------------------------
Resources Connection, Inc. 1 300 16,293
--------------------------------------------------------------------------------
Robert Half International, Inc. 3,800 111,834
--------------------------------------------------------------------------------
Sotheby's Holdings, Inc., Cl. A 1 900 16,344
--------------------------------------------------------------------------------
Waste Management, Inc. 4,400 131,736
--------------
1,159,965

--------------------------------------------------------------------------------
CONSTRUCTION & ENGINEERING--0.0%
Shaw Group, Inc. (The) 1 1,500 26,775
--------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--0.4%
American Power Conversion Corp. 2,800 59,920
--------------------------------------------------------------------------------
Cooper Industries Ltd., Cl. A 1,100 74,679
--------------------------------------------------------------------------------
Emerson Electric Co. 4,900 343,490
--------------------------------------------------------------------------------
Hubbell, Inc., Cl. B 100 5,230
--------------------------------------------------------------------------------
Molex, Inc., Cl. A 3,391 90,370
--------------------------------------------------------------------------------
Rockwell Automation, Inc. 2,100 104,055
--------------
677,744

--------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--5.0%
3M Co. 16,800 1,378,776
--------------------------------------------------------------------------------
General Electric Co. 206,300 7,529,950
--------------------------------------------------------------------------------
Tyco International Ltd. 2,600 92,924
--------------
9,001,650

--------------------------------------------------------------------------------
MACHINERY--1.2%
Briggs & Stratton Corp. 200 8,316
--------------------------------------------------------------------------------
Caterpillar, Inc. 3,700 360,787
--------------------------------------------------------------------------------
Cummins, Inc. 1,400 117,306
--------------------------------------------------------------------------------
Danaher Corp. 1,600 91,856
--------------------------------------------------------------------------------
Deere & Co. 4,000 297,600
--------------------------------------------------------------------------------
Dover Corp. 1,500 62,910
--------------------------------------------------------------------------------
Illinois Tool Works, Inc. 4,000 370,720
--------------------------------------------------------------------------------
Ingersoll-Rand Co., Cl. A 2,800 224,840
--------------------------------------------------------------------------------
Mueller Industries, Inc. 700 22,540
--------------------------------------------------------------------------------
Navistar International Corp. 1 2,100 92,358

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
MACHINERY Continued
Paccar, Inc. 2,550 $ 205,224
--------------------------------------------------------------------------------
Pall Corp. 1,900 55,005
--------------------------------------------------------------------------------
Parker-Hannifin Corp. 1,200 90,888
--------------------------------------------------------------------------------
SPX Corp. 3,800 152,228
--------------------------------------------------------------------------------
Terex Corp. 1 300 14,295
--------------------------------------------------------------------------------
Toro Co. (The) 600 48,810
--------------------------------------------------------------------------------
Wabash National Corp. 1 1,000 26,930
--------------
2,242,613

--------------------------------------------------------------------------------
ROAD & RAIL--0.2%
Burlington Northern Santa Fe Corp. 1,000 47,310
--------------------------------------------------------------------------------
CNF Transportation, Inc. 2,000 100,200
--------------------------------------------------------------------------------
CSX Corp. 600 24,048
--------------------------------------------------------------------------------
Hunt (J.B.) Transport Services, Inc. 2,200 98,670
--------------------------------------------------------------------------------
Norfolk Southern Corp. 900 32,571
--------------------------------------------------------------------------------
Ryder Systems, Inc. 1,900 90,763
--------------------------------------------------------------------------------
Swift Transportation Co., Inc. 1 2,600 55,848
-------------
449,410

--------------------------------------------------------------------------------
TRADING COMPANIES & DISTRIBUTORS--0.0%
W.W. Grainger, Inc. 1,000 66,620
--------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--19.0%
--------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--3.4%
ADTRAN, Inc. 2,800 53,592
--------------------------------------------------------------------------------
Avaya, Inc. 1 11,000 189,200
--------------------------------------------------------------------------------
Brocade Communications Systems, Inc. 1 8,100 61,884
--------------------------------------------------------------------------------
Ciena Corp. 1 16,500 55,110
--------------------------------------------------------------------------------
Cisco Systems, Inc. 1 140,400 2,709,720
--------------------------------------------------------------------------------
CommScope, Inc. 1 600 11,340
--------------------------------------------------------------------------------
Comverse Technology, Inc. 1 6,700 163,815
--------------------------------------------------------------------------------
Ditech Communications Corp. 1 400 5,980
--------------------------------------------------------------------------------
Extreme Networks, Inc. 1 3,000 19,650
--------------------------------------------------------------------------------
Harris Corp. 700 43,253
--------------------------------------------------------------------------------
Juniper Networks, Inc. 1 16,200 440,478
--------------------------------------------------------------------------------
Lucent Technologies, Inc. 1 72,400 272,224
--------------------------------------------------------------------------------
Motorola, Inc. 29,100 500,520
--------------------------------------------------------------------------------
Polycom, Inc. 1 1,400 32,648
--------------------------------------------------------------------------------
QUALCOMM, Inc. 32,800 1,390,720
--------------------------------------------------------------------------------
Scientific-Atlanta, Inc. 4,400 145,244
--------------------------------------------------------------------------------
Sonus Networks, Inc. 1 2,300 13,179
--------------------------------------------------------------------------------
Tellabs, Inc. 1 3,600 30,924
--------------
6,139,481

--------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--4.9%
Apple Computer, Inc. 1 2,500 161,000
--------------------------------------------------------------------------------
Avid Technology, Inc. 1 400 24,700

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS Continued
Dell, Inc. 1 58,300 $ 2,456,762
--------------------------------------------------------------------------------
Electronics for Imaging, Inc. 1 700 12,187
--------------------------------------------------------------------------------
Hewlett-Packard Co. 82,900 1,738,413
--------------------------------------------------------------------------------
International Business Machines Corp. 32,900 3,243,282
--------------------------------------------------------------------------------
Lexmark International, Inc., Cl. A 1 3,700 314,500
--------------------------------------------------------------------------------
Maxtor Corp. 1 8,000 42,400
--------------------------------------------------------------------------------
NCR Corp. 1 2,000 138,460
--------------------------------------------------------------------------------
Storage Technology Corp. 1 3,400 107,474
--------------------------------------------------------------------------------
Sun Microsystems, Inc. 1 73,800 397,044
--------------------------------------------------------------------------------
Western Digital Corp. 1 3,800 41,192
--------------
8,677,414

--------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.5%
Agilent Technologies, Inc. 1 10,100 243,410
--------------------------------------------------------------------------------
Amphenol Corp., Cl. A 1 3,600 132,264
--------------------------------------------------------------------------------
Arrow Electronics, Inc. 1 100 2,430
--------------------------------------------------------------------------------
CDW Corp. 1,000 66,350
--------------------------------------------------------------------------------
Cognex Corp. 600 16,740
--------------------------------------------------------------------------------
Diebold, Inc. 100 5,573
--------------------------------------------------------------------------------
Electro Scientific Industries, Inc. 1 100 1,976
--------------------------------------------------------------------------------
Ingram Micro, Inc., Cl. A 1 4,200 87,360
--------------------------------------------------------------------------------
Jabil Circuit, Inc. 1 4,400 112,552
--------------------------------------------------------------------------------
Littlefuse, Inc. 1 300 10,248
--------------------------------------------------------------------------------
Sanmina-SCI Corp. 1 11,900 100,793
--------------------------------------------------------------------------------
Symbol Technologies, Inc. 600 10,380
--------------------------------------------------------------------------------
Tech Data Corp. 1 2,200 99,880
--------------------------------------------------------------------------------
Trimble Navigation Ltd. 1 800 26,432
--------------------------------------------------------------------------------
UNOVA, Inc. 1 400 10,116
--------------
926,504

--------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES--0.6%
DoubleClick, Inc. 1 2,900 22,562
--------------------------------------------------------------------------------
EarthLink, Inc. 1 5,700 65,664
--------------------------------------------------------------------------------
InfoSpace, Inc. 1 1,600 76,080
--------------------------------------------------------------------------------
Internet Security Systems, Inc. 1 2,500 58,125
--------------------------------------------------------------------------------
MicroStrategy, Inc., Cl. A 1 500 30,125
--------------------------------------------------------------------------------
Openwave Systems, Inc. 1 1,200 18,552
--------------------------------------------------------------------------------
United Online, Inc. 1 4,750 54,768
--------------------------------------------------------------------------------
ValueClick, Inc. 1 2,400 31,992
--------------------------------------------------------------------------------
VeriSign, Inc. 1 1,900 63,688
--------------------------------------------------------------------------------
WebEx Communications, Inc. 1 400 9,512
--------------------------------------------------------------------------------
Websense, Inc. 1 1,300 65,936
--------------------------------------------------------------------------------
Yahoo!, Inc. 1 15,900 599,112
--------------
1,096,116

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
IT SERVICES--1.0%
Acxiom Corp. 2,900 $ 76,270
--------------------------------------------------------------------------------
Affiliated Computer Services, Inc., Cl. A 1 3,400 204,646
--------------------------------------------------------------------------------
Automatic Data Processing, Inc. 10,000 443,500
--------------------------------------------------------------------------------
BISYS Group, Inc. (The) 1 200 3,290
--------------------------------------------------------------------------------
CheckFree Corp. 1 3,800 144,704
--------------------------------------------------------------------------------
Computer Sciences Corp. 1 4,200 236,754
--------------------------------------------------------------------------------
Convergys Corp. 1 3,300 49,467
--------------------------------------------------------------------------------
Electronic Data Systems Corp. 8,800 203,280
--------------------------------------------------------------------------------
First Data Corp. 5,600 238,224
--------------------------------------------------------------------------------
Sabre Holdings Corp. 4,600 101,936
--------------
1,702,071

--------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--3.8%
Advanced Micro Devices, Inc. 1 9,300 204,786
--------------------------------------------------------------------------------
Agere Systems, Inc., Cl. A 1 17,900 24,523
--------------------------------------------------------------------------------
Altera Corp. 1 7,100 146,970
--------------------------------------------------------------------------------
Analog Devices, Inc. 10,100 372,892
--------------------------------------------------------------------------------
Applied Materials, Inc. 1 28,700 490,770
--------------------------------------------------------------------------------
Applied Micro Circuits Corp. 1 9,100 38,311
--------------------------------------------------------------------------------
Atmel Corp. 1 32,200 126,224
--------------------------------------------------------------------------------
Broadcom Corp., Cl. A 1 800 25,824
--------------------------------------------------------------------------------
Cabot Microelectronics Corp. 1 1,600 64,080
--------------------------------------------------------------------------------
Cree, Inc. 1 4,000 160,320
--------------------------------------------------------------------------------
Cymer, Inc. 1 500 14,770
--------------------------------------------------------------------------------
Freescale Semiconductor, Inc., Cl. A 1 4,000 71,280
--------------------------------------------------------------------------------
Freescale Semiconductor, Inc., Cl. B 1 3,213 58,991
--------------------------------------------------------------------------------
Integrated Circuit Systems, Inc. 1 100 2,092
--------------------------------------------------------------------------------
Integrated Device Technology, Inc. 1 2,800 32,368
--------------------------------------------------------------------------------
Intel Corp. 126,100 2,949,479
--------------------------------------------------------------------------------
International Rectifier Corp. 1 100 4,457
--------------------------------------------------------------------------------
Intersil Corp., Cl. A 6,100 102,114
--------------------------------------------------------------------------------
KLA-Tencor Corp. 1 2,200 102,476
--------------------------------------------------------------------------------
Lam Research Corp. 1 3,900 112,749
--------------------------------------------------------------------------------
Linear Technology Corp. 9,300 360,468
--------------------------------------------------------------------------------
LSI Logic Corp. 1 9,500 52,060
--------------------------------------------------------------------------------
Maxim Integrated Products, Inc. 4,200 178,038
--------------------------------------------------------------------------------
Micrel, Inc. 1 1,800 19,836
--------------------------------------------------------------------------------
Microchip Technology, Inc. 3,900 103,974
--------------------------------------------------------------------------------
Micron Technology, Inc. 1 16,900 208,715
--------------------------------------------------------------------------------
National Semiconductor Corp. 1 10,700 192,065
--------------------------------------------------------------------------------
PMC-Sierra, Inc. 1 400 4,500
--------------------------------------------------------------------------------
Rambus, Inc. 1 2,200 50,600
--------------------------------------------------------------------------------
Semtech Corp. 1 1,900 41,553
--------------------------------------------------------------------------------
Silicon Image, Inc. 1 1,700 27,982
--------------------------------------------------------------------------------
Teradyne, Inc. 1 1,500 25,605

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT Continued
Texas Instruments, Inc. 18,300 $ 450,546
--------------------------------------------------------------------------------
Xilinx, Inc. 1,700 50,405
--------------
6,871,823

--------------------------------------------------------------------------------
SOFTWARE--4.8%
Activision, Inc. 1 3,300 66,594
--------------------------------------------------------------------------------
Adobe Systems, Inc. 2,300 144,302
--------------------------------------------------------------------------------
Amdocs Ltd. 1 2,600 68,250
--------------------------------------------------------------------------------
Autodesk, Inc. 4,600 174,570
--------------------------------------------------------------------------------
BEA Systems, Inc. 1 5,800 51,388
--------------------------------------------------------------------------------
BMC Software, Inc. 1 5,500 102,300
--------------------------------------------------------------------------------
Computer Associates International, Inc. 4,500 139,770
--------------------------------------------------------------------------------
Compuware Corp. 1 700 4,529
--------------------------------------------------------------------------------
Electronic Arts, Inc. 1 3,600 222,048
--------------------------------------------------------------------------------
FactSet Research Systems, Inc. 500 29,220
--------------------------------------------------------------------------------
Fair Isaac Corp. 1,400 51,352
--------------------------------------------------------------------------------
FileNet Corp. 1 1,000 25,760
--------------------------------------------------------------------------------
Macrovision Corp. 1 800 20,576
--------------------------------------------------------------------------------
McAfee, Inc. 1 4,500 130,185
--------------------------------------------------------------------------------
MICROS Systems, Inc. 1 100 7,806
--------------------------------------------------------------------------------
Microsoft Corp. 200,900 5,366,039
--------------------------------------------------------------------------------
Oracle Corp. 1 95,600 1,311,632
--------------------------------------------------------------------------------
Quest Software, Inc. 1 300 4,785
--------------------------------------------------------------------------------
RSA Security, Inc. 1 3,000 60,180
--------------------------------------------------------------------------------
Siebel Systems, Inc. 1 7,000 73,500
--------------------------------------------------------------------------------
Sybase, Inc. 1 5,900 117,705
--------------------------------------------------------------------------------
Synopsys, Inc. 1 3,500 68,670
--------------------------------------------------------------------------------
Take-Two Interactive Software, Inc. 1 1,700 59,143
--------------------------------------------------------------------------------
THQ, Inc. 1 2,500 57,350
--------------------------------------------------------------------------------
TIBCO Software, Inc. 1 8,500 113,390
--------------------------------------------------------------------------------
Veritas Software Corp. 1 4,200 119,910
--------------
8,590,954
--------------------------------------------------------------------------------
MATERIALS--2.6%
--------------------------------------------------------------------------------
CHEMICALS--1.1%
Cabot Corp. 2,000 77,360
--------------------------------------------------------------------------------
Dow Chemical Co. 4,400 217,844
--------------------------------------------------------------------------------
E.I. DuPont de Nemours & Co. 12,000 588,600
--------------------------------------------------------------------------------
Eastman Chemical Co. 1,500 86,595
--------------------------------------------------------------------------------
Engelhard Corp. 1,400 42,938
--------------------------------------------------------------------------------
FMC Corp. 1 700 33,810
--------------------------------------------------------------------------------
Georgia Gulf Corp. 2,000 99,600
--------------------------------------------------------------------------------
Lyondell Chemical Co. 3,400 98,328
--------------------------------------------------------------------------------
Monsanto Co. 8,600 477,730
--------------------------------------------------------------------------------
OM Group, Inc. 1 1,500 48,630
--------------------------------------------------------------------------------
PPG Industries, Inc. 1,400 95,424

--------------------------------------------------------------------------------
CONSTRUCTION MATERIALS--0.1%
Eagle Materials, Inc., Cl. B 923 77,809
--------------------------------------------------------------------------------
Florida Rock Industries, Inc. 200 11,906
--------------------------------------------------------------------------------
Texas Industries, Inc. 400 24,952
--------------------------------------------------------------------------------
Vulcan Materials Co. 800 43,688
--------------
158,355
--------------------------------------------------------------------------------
CONTAINERS & PACKAGING--0.1%
Ball Corp. 400 17,592
--------------------------------------------------------------------------------
Bemis Co., Inc. 300 8,727
--------------------------------------------------------------------------------
Crown Holdings, Inc. 1 2,800 38,472
--------------------------------------------------------------------------------
Owens-Illinois, Inc. 1 4,200 95,130
--------------------------------------------------------------------------------
Smurfit-Stone Container Corp. 1,600 29,888
--------------
189,809
--------------------------------------------------------------------------------
METALS & MINING--0.8%
AK Steel Holding Corp. 1 3,500 50,645
--------------------------------------------------------------------------------
Alcoa, Inc. 15,900 499,578
--------------------------------------------------------------------------------
Carpenter Technology Corp. 400 23,384
--------------------------------------------------------------------------------
Cleveland-Cliffs, Inc. 600 62,316
--------------------------------------------------------------------------------
Inco Ltd. 1 600 22,068
--------------------------------------------------------------------------------
Massey Energy Co. 2,800 97,860
--------------------------------------------------------------------------------
Nucor Corp. 2,000 104,680
--------------------------------------------------------------------------------
Phelps Dodge Corp. 3,000 296,760
--------------------------------------------------------------------------------
Schnitzer Steel Industries, Inc. 500 16,965
--------------------------------------------------------------------------------
Southern Peru Copper Corp. 700 33,047
--------------------------------------------------------------------------------
Steel Dynamics, Inc. 800 30,304
--------------------------------------------------------------------------------
United States Steel Corp. 3,700 189,625
--------------------------------------------------------------------------------
Worthington Industries, Inc. 1,700 33,286
--------------
1,460,518

--------------------------------------------------------------------------------
PAPER & FOREST PRODUCTS--0.5%
Georgia-Pacific Corp. 8,600 322,328
--------------------------------------------------------------------------------
International Paper Co. 1,600 67,200
--------------------------------------------------------------------------------
Louisiana-Pacific Corp. 5,900 157,766
--------------------------------------------------------------------------------
MeadWestvaco Corp. 5,900 199,951
--------------------------------------------------------------------------------
Neenah Paper, Inc. 1 230 7,498
--------------------------------------------------------------------------------
Potlatch Corp. 1,200 60,696
--------------------------------------------------------------------------------
Weyerhaeuser Co. 1,200 80,664
--------------
896,103

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--3.9%
--------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--3.4%
Alltel Corp. 2,200 $ 129,272
--------------------------------------------------------------------------------
BellSouth Corp. 36,500 1,014,335
--------------------------------------------------------------------------------
CenturyTel, Inc. 3,500 124,145
--------------------------------------------------------------------------------
Citizens Communications Co. 17,200 237,188
--------------------------------------------------------------------------------
Qwest Communications
International, Inc. 1 2,800 12,432
--------------------------------------------------------------------------------
SBC Communications, Inc. 86,800 2,236,836
--------------------------------------------------------------------------------
Sprint Corp. 5,200 129,220
--------------------------------------------------------------------------------
Verizon Communications, Inc. 56,000 2,268,560
--------------
6,151,988

--------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--0.5%
Alamosa Holdings, Inc. 1 2,700 33,669
--------------------------------------------------------------------------------
AT&T Corp. 5,300 101,018
--------------------------------------------------------------------------------
Nextel Communications, Inc., Cl. A 1 20,900 627,000
--------------------------------------------------------------------------------
Telephone & Data Systems, Inc. 400 30,780
--------------
792,467

--------------------------------------------------------------------------------
UTILITIES--0.4%
--------------------------------------------------------------------------------
ELECTRIC UTILITIES--0.4%
American Electric Power Co., Inc. 6,700 230,073
--------------------------------------------------------------------------------
Calpine Corp. 1 7,800 30,732
--------------------------------------------------------------------------------
CMS Energy Corp. 1 3,300 34,485
--------------------------------------------------------------------------------
Edison International, Inc. 3,100 99,293
--------------------------------------------------------------------------------
Exelon Corp. 2,150 94,751
--------------------------------------------------------------------------------
FPL Group, Inc. 1,200 89,700
--------------------------------------------------------------------------------
PG&E Corp. 1 2,700 89,856
--------------
668,890

--------------------------------------------------------------------------------
GAS UTILITIES--0.0%
ONEOK, Inc. 700 19,894
--------------
Total Common Stocks
(Cost $163,317,362) 177,530,253

--------------------------------------------------------------------------------
PREFERRED STOCKS--0.0%
--------------------------------------------------------------------------------
Wachovia Corp., Dividend
Equalization Preferred Shares 1, 2
(Cost $0) 2,000 2

16 | GROWTH PORTFOLIO

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--0.3%
--------------------------------------------------------------------------------
Undivided interest of 0.03% in joint repurchase
agreement (Principal Amount/Value $1,443,703,000,
with a maturity value of $1,443,962,867) with UBS
Warburg LLC, 2.16%, dated 12/31/04, to be
repurchased at $425,077 on 1/3/05, collateralized
by Federal National Mortgage Assn., 5%--6%,
4/1/34--10/1/34, with a value of
$1,474,609,071 (Cost $425,000) $ 425,000 $ 425,000
--------------------------------------------------------------------------------
Total Investments, at Value (excluding
Investments Purchased with Cash
Collateral from Securities Loaned)
(Cost $163,742,362) 177,955,255

--------------------------------------------------------------------------------
INVESTMENTS PURCHASED WITH CASH COLLATERAL
FROM SECURITIES LOANED--5.3%
--------------------------------------------------------------------------------
REPURCHASE AGREEMENT--5.3%
Undivided interest of 0.34% in joint repurchase
agreement (Principal Amount/Value $2,800,000,000,
with a maturity value of $2,800,550,669) with
Nomura Securities, 2.36%, dated 12/31/04, to be
repurchased at $9,497,171 on 1/3/05,
collateralized by U.S. Government Mortgage
Agencies, 2.58%-7.50%, 1/15/08-10/15/44, with
a value of $2,908,566,289 (Cost $9,495,304) 9,495,304 9,495,304

--------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $173,237,666) 104.7% 187,450,559
--------------------------------------------------------------------------------
LIABILITIES IN EXCESS
OF OTHER ASSETS (4.7) (8,374,138)
----------------------------
NET ASSETS 100.0% $ 179,076,421
============================

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

2. Illiquid security. The aggregate value of illiquid securities as of December
31, 2004 was $2, which represents less than 0.005% of the Portfolio's net
assets. See Note 6 of Notes to Financial Statements.

3. The security has been segregated to satisfy the forward commitment to return
the cash collateral received in securities lending transactions upon the
borrower's return of the securities loaned. See Note 7 of Notes to Financial
Statements.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

----------------------------------------------------------------------------------------------------------------------------
LIABILITIES
----------------------------------------------------------------------------------------------------------------------------
Return of collateral for securities loaned 9,495,304
----------------------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 2,003,761
Shares of capital stock redeemed 25,045
Shareholder communications 6,403
Directors' compensation 6,041
Transfer and shareholder servicing agent fees 833
Other 25,968
--------------
Total liabilities 11,563,355

----------------------------------------------------------------------------------------------------------------------------
NET ASSETS $ 179,076,421
==============

----------------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
----------------------------------------------------------------------------------------------------------------------------
Par value of shares of capital stock $ 95,067
----------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital 251,491,753
----------------------------------------------------------------------------------------------------------------------------
Accumulated net investment income 2,620,822
----------------------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments and foreign currency transactions (89,344,125)
----------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign
currencies 14,212,904
--------------
NET ASSETS--applicable to 95,067,387 shares of capital stock outstanding $ 179,076,421
==============

----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE $ 1.88

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

----------------------------------------------------------------------------------------------------------------------------
EXPENSES
----------------------------------------------------------------------------------------------------------------------------
Management fees 1,119,003
----------------------------------------------------------------------------------------------------------------------------
Accounting service fees 15,000
----------------------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees 10,000
----------------------------------------------------------------------------------------------------------------------------
Directors' compensation 7,594
----------------------------------------------------------------------------------------------------------------------------
Shareholder communications 5,697
----------------------------------------------------------------------------------------------------------------------------
Custodian fees and expenses 3,128
----------------------------------------------------------------------------------------------------------------------------
Other 35,297
--------------
Total expenses 1,195,719
Less reduction to custodian expenses (702)
--------------
Net expenses 1,195,017
----------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 2,489,494
----------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
----------------------------------------------------------------------------------------------------------------------------
Net realized gain on:
Investments 22,379,978
Foreign currency transactions 81,840
Net increase from payment by affiliate 136,369
--------------
Net realized gain 22,598,187
----------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on:
Investments (8,737,411)
Translation of assets and liabilities denominated in foreign currencies (61,545)
--------------
Net change in unrealized appreciation (8,798,956)

----------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 16,288,725
==============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 2004 2003
---------------------------------------------------------------------------------------------------------

OPERATIONS
---------------------------------------------------------------------------------------------------------
Net investment income $ 2,489,494 $ 1,989,146
---------------------------------------------------------------------------------------------------------
Net realized gain (loss) 22,598,187 (8,664,881)
---------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) (8,798,956) 47,484,782
------------------------------
Net increase in net assets resulting from operations 16,288,725 40,809,047

---------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
---------------------------------------------------------------------------------------------------------
Dividends from net investment income (1,953,565) (1,952,550)

---------------------------------------------------------------------------------------------------------
CAPITAL STOCK TRANSACTIONS
---------------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from capital stock transactions (22,405,815) (17,202,781)

---------------------------------------------------------------------------------------------------------
NET ASSETS
---------------------------------------------------------------------------------------------------------
Total increase (decrease) (8,070,655) 21,653,716
---------------------------------------------------------------------------------------------------------
Beginning of period 187,147,076 165,493,360
------------------------------
End of period (including accumulated net investment income of $2,620,822
and $1,948,913, respectively) $ 179,076,421 $ 187,147,076
==============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
----------------------------------------------------------------------------------------------------------------------

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

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

Growth Portfolio (the Portfolio) is a series of Panorama Series Fund, Inc. (the
Company) which is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company. The Portfolio's
investment objective is to seek high total return. The Portfolio's investment
advisor is OppenheimerFunds, Inc. (the Manager). Shares of the Portfolio are
sold only to separate accounts of life insurance companies, a majority of such
shares are held by separate accounts of Massachusetts Mutual Life Insurance Co.,
an affiliate of the investment advisor.

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

--------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION. The Portfolio's accounting records are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars as of the close of The New York Stock Exchange (the
Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for
business. Amounts related to the purchase and sale of foreign securities and
investment income are translated at the rates of exchange prevailing on the
respective dates of such transactions. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Directors.

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

--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the Portfolio, along with other affiliated
funds advised by the Manager, may transfer uninvested cash balances into joint
trading accounts on a daily basis. These balances are invested in one or more
repurchase agreements. Securities pledged as collateral for repurchase
agreements are held by a custodian bank until the agreements mature. Each
agreement requires that the market value of the collateral be sufficient to
cover payments of interest and principal. In the event of default by the other
party to the agreement, retention of the collateral may be subject to legal
proceedings.

--------------------------------------------------------------------------------
FEDERAL TAXES. The Portfolio intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments not offset by capital loss carryforwards, if any,
to shareholders.

$ 2,617,272 $ -- $ 85,789,959 $ 10,666,475

1. As of December 31, 2004, the Portfolio had $85,789,959 of net capital loss
carryforwards available to offset future realized capital gains, if any, and
thereby reduce future taxable gain distributions. As of December 31, 2004,
details of the capital loss carryforwards were as follows:

EXPIRING
-----------------------
2008 $ 12,182,871
2009 38,285,188
2010 28,419,014
2011 6,902,886
------------
Total $ 85,789,959
============

2. During the fiscal year ended December 31, 2004, the Portfolio utilized
$20,716,065 of capital loss carryforward to offset capital gains realized in
that fiscal year.

3. During the fiscal year ended December 31, 2003, the Portfolio did not utilize
any capital loss carryforward.

INCREASE TO INCREASE TO
ACCUMULATED ACCUMULATED NET
NET INVESTMENT REALIZED LOSS
INCOME ON INVESTMENTS
--------------------------------
$ 135,980 $ 135,980

The tax character of distributions paid during the years ended December 31, 2004
and December 31, 2003 was as follows:

YEAR ENDED YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003
----------------------------------------------------------------
Distributions paid from:
Ordinary income $ 1,953,565 $ 1,952,550

23 | GROWTH PORTFOLIO

Federal tax cost of securities $ 176,784,095
==============

Gross unrealized appreciation $ 15,143,047
Gross unrealized depreciation (4,476,572)
--------------
Net unrealized appreciation $ 10,666,475
==============

--------------------------------------------------------------------------------
DIRECTORS' COMPENSATION. The Board of Directors has adopted a deferred
compensation plan for independent directors that enables directors to elect to
defer receipt of all or a portion of the annual compensation they are entitled
to receive from the Portfolio. For purposes of determining the amount owed to
the Director under the plan, deferred amounts are treated as though equal dollar
amounts had been invested in shares of the Portfolio or in other Oppenheimer
funds selected by the Director. The Portfolio purchases shares of the funds
selected for deferral by the Director in amounts equal to his or her deemed
investment, resulting in a Portfolio asset equal to the deferred compensation
liability. Such assets are included as a component of "Other" within the asset
section of the Statement of Assets and Liabilities. Deferral of directors' fees
under the plan will not affect the net assets of the Portfolio, and will not
materially affect the Portfolio's assets, liabilities or net investment income
per share. Amounts will be deferred until distributed in accordance to the Plan.

--------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.

--------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.

--------------------------------------------------------------------------------
2. SHARES OF CAPITAL STOCK

The Portfolio has authorized 510 million shares of $0.001 par value capital
stock. Transactions in shares of capital stock were as follows:

YEAR ENDED DECEMBER 31, 2004 YEAR ENDED DECEMBER 31, 2003
SHARES AMOUNT SHARES AMOUNT
---------------------------------------------------------------------------------------

Sold 1,366,755 $ 2,401,090 3,194,708 $ 4,737,879
Dividends and/or
distributions reinvested 1,116,323 1,953,565 1,501,961 1,952,550
Redeemed (15,194,087) (26,760,470) (16,129,625) (23,893,210)
------------------------------------------------------------
Net decrease (12,711,009) $ (22,405,815) (11,432,956) $ (17,202,781)
============================================================

--------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2004, were
$137,854,390 and $157,795,565, respectively.

--------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Portfolio which provides for a fee at an
annual rate of 0.625% of the first $300 million of average daily net assets of
the Portfolio, 0.50% of the next $100 million, and 0.45% of average daily net
assets over $400 million.

Additionally, funds offered in variable annuity separate accounts are
subject to minimum fees of $10,000 for assets of $10 million or more. The
Portfolio is subject to the minimum fee in the event that the per account fee
does not equal or exceed the applicable minimum fee.

--------------------------------------------------------------------------------
PAYMENTS AND WAIVERS OF EXPENSES. Following a review of its use of brokerage
commissions for sales that is permitted under its investment advisory agreement,
the Portfolio's Manager terminated that practice in July 2003. Subsequently, the
Manager paid the Portfolio $136,369, an amount equivalent to certain of such
commissions incurred in prior years.

OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.35% of average annual net assets of the Portfolio. This
undertaking may be amended or withdrawn at any time.

--------------------------------------------------------------------------------
5. FOREIGN CURRENCY CONTRACTS

A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Portfolio may enter into
foreign currency contracts to settle specific purchases or sales of securities
denominated in a foreign currency and for protection from adverse exchange rate
fluctuation. Risks to the Portfolio include the potential inability of the
counterparty to meet the terms of the contract.

The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Portfolio and the resulting unrealized appreciation or
depreciation are determined using prevailing foreign currency exchange rates.
Unrealized appreciation and depreciation on foreign currency contracts are
reported in the Statement of Assets and Liabilities as a receivable or payable
and in the Statement of Operations with the change in unrealized appreciation or
depreciation.

The Portfolio may realize a gain or loss upon the closing or settlement of
the foreign transaction. Contracts closed or settled with the same broker are
recorded as net realized gains or losses. Such realized gains and losses are
reported with all other foreign currency gains and losses in the Statement of
Operations.

As of December 31, 2004, the Portfolio had no outstanding foreign currency
contracts.
--------------------------------------------------------------------------------
6. ILLIQUID SECURITIES
As of December 31, 2004, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Portfolio will not invest more than 15% of its net assets (determined at the
time of purchase and reviewed periodically) in illiquid securities.
--------------------------------------------------------------------------------
7. SECURITIES LENDING
The Portfolio lends portfolio securities from time to time in order to earn
additional income. In return, the Portfolio receives collateral in the form of
US Treasury obligations or cash, against the loaned securities and maintains
collateral in an amount not less than 100% of the market value of the loaned
securities during the period of the loan. The market value of the loaned
securities is determined at the close of business of the Portfolios and any
additional required collateral is delivered to the Portfolio on the next
business day. If the borrower defaults on its obligation to return the
securities loaned because of insolvency or other reasons, the Portfolio could
experience delays and cost in recovering the securities loaned or in gaining
access to the collateral. Cash collateral is invested in cash equivalents. The
Portfolio retains a portion of the interest earned from the collateral. The
Portfolio also continues to receive interest or dividends paid on the securities
loaned. As of December 31, 2004, the Portfolio had on loan securities valued at
$9,292,124. Cash of $9,495,304 was received as collateral for the loans, all of
which was invested in approved instruments.
--------------------------------------------------------------------------------
8. LITIGATION
A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor (collectively, the
"Oppenheimer defendants"), as well as 51 of the Oppenheimer funds (as "Nominal
Defendants") excluding the Fund, 31 present and former Directors or Trustees and
9 present and former officers of the funds. This complaint, filed in the U.S.
District Court for the Southern District of New York on January 10, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the complaint alleges that the Manager charged excessive fees for distribution
and other costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of assets of the funds to make
those payments in violation of the Investment Company Act of 1940 and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to shareholders of the funds under the Investment Company Act of 1940 and at
common law. The complaint seeks unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.

OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF OPPENHEIMER INTERNATIONAL GROWTH
FUND/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer International Growth Fund/VA, a series of Panorama Series Fund,
Inc., including the statement of investments, as of December 31, 2004, and the
related statement of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for the periods presented. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
An audit includes consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 2004, by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing procedures.
Additionally, an audit includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer International Growth Fund/VA as of December 31, 2004, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for the
periods presented, in conformity with accounting principles generally accepted
in the United States of America.

DELOITTE & TOUCHE LLP

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado
February 11, 2005

STATEMENT OF INVESTMENTS December 31, 2004
--------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
COMMON STOCKS--96.7%
--------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--19.2%
--------------------------------------------------------------------------------
AUTO COMPONENTS--1.4%
Continental AG 27,640 $ 1,756,382
--------------------------------------------------------------------------------
AUTOMOBILES--1.4%
Porsche AG, Preferred 1,752 1,111,402
--------------------------------------------------------------------------------
Toyota Motor Corp. 14,100 575,855
----------------
1,687,257

--------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--1.5%
Carnival Corp. 18,100 1,043,103
--------------------------------------------------------------------------------
William Hill plc 78,510 850,126
----------------
1,893,229

--------------------------------------------------------------------------------
HOUSEHOLD DURABLES--2.8%
Daito Trust Construction Co. Ltd. 17,703 841,355
--------------------------------------------------------------------------------
Groupe SEB SA 4,452 477,454
--------------------------------------------------------------------------------
Sharp Corp. 81,000 1,322,465
--------------------------------------------------------------------------------
Sony Corp. 21,500 837,131
----------------
3,478,405

--------------------------------------------------------------------------------
INTERNET & CATALOG RETAIL--2.1%
LG Home Shopping, Inc. 23,190 1,433,694
--------------------------------------------------------------------------------
Next plc 38,200 1,210,114
----------------
2,643,808

--------------------------------------------------------------------------------
MEDIA--5.7%
British Sky Broadcasting Group plc 22,431 242,027
--------------------------------------------------------------------------------
Gestevision Telecinco SA 1 22,069 455,359
--------------------------------------------------------------------------------
Grupo Televisa SA, Sponsored GDR 15,300 925,650
--------------------------------------------------------------------------------
Mediaset SpA 71,200 902,944
--------------------------------------------------------------------------------
News Corp., Inc., Chess Depositary
Interest, Cl. B 45,292 870,213
--------------------------------------------------------------------------------
Societe Television Francaise 1 30,970 1,008,198
--------------------------------------------------------------------------------
Sogecable SA 1 5,300 235,283
--------------------------------------------------------------------------------
Vivendi Universal SA 1 37,860 1,214,290
--------------------------------------------------------------------------------
Zee Telefilms Ltd. 284,500 1,119,806
----------------
6,973,770

--------------------------------------------------------------------------------
SPECIALTY RETAIL--2.5%
Hennes & Mauritz AB, B Shares 55,100 1,919,471
-------------------------------------------------------------------------------
New Dixons Group plc 375,680 1,096,328
----------------
3,015,799
--------------------------------------------------------------------------------
TEXTILES, APPAREL & LUXURY GOODS--1.8%
Compagnie Financiere Richemont AG,
A Shares 19,150 637,435
--------------------------------------------------------------------------------
Luxottica Group SpA 62,900 1,280,742
--------------------------------------------------------------------------------
LVMH Moet Hennessey Louis Vuitton 4,200 321,694
----------------
2,239,871

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
CONSUMER STAPLES--5.6%
--------------------------------------------------------------------------------
BEVERAGES--2.9%
Foster's Group Ltd. 229,469 $ 1,041,509
--------------------------------------------------------------------------------
Heineken NV 29,600 986,935
--------------------------------------------------------------------------------
Pernod-Ricard SA 9,780 1,498,173
----------------
3,526,617

--------------------------------------------------------------------------------
FOOD & STAPLES RETAILING--0.5%
Carrefour SA 6,490 309,106
--------------------------------------------------------------------------------
Woolworths Ltd. 28,764 338,447
----------------
647,553
--------------------------------------------------------------------------------
FOOD PRODUCTS--1.4%
Cadbury Schweppes plc 66,230 616,702
--------------------------------------------------------------------------------
Nestle SA 2,068 541,052
--------------------------------------------------------------------------------
Unilever plc 63,900 627,517
----------------
1,785,271
--------------------------------------------------------------------------------
PERSONAL PRODUCTS--0.8%
L'Oreal SA 13,020 988,402
--------------------------------------------------------------------------------
ENERGY--4.5%
--------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--1.9%
Technip SA 12,660 2,340,302
--------------------------------------------------------------------------------
OIL & GAS--2.6%
BP plc, ADR 18,200 1,062,880
--------------------------------------------------------------------------------
Total SA, B Shares 7,420 1,626,158
--------------------------------------------------------------------------------
Tsakos Energy Navigation Ltd. 12,900 461,691
----------------
3,150,729
--------------------------------------------------------------------------------
FINANCIALS--19.2%
--------------------------------------------------------------------------------
COMMERCIAL BANKS--10.2%
ABN Amro Holding NV 33,700 892,773
--------------------------------------------------------------------------------
Anglo Irish Bank Corp. 124,922 3,039,431
--------------------------------------------------------------------------------
ICICI Bank Ltd., Sponsored ADR 82,625 1,664,894
--------------------------------------------------------------------------------
Joyo Bank Ltd. (The) 182,000 888,065
--------------------------------------------------------------------------------
Mitsubishi Tokyo Financial Group, Inc. 263 2,669,269
--------------------------------------------------------------------------------
National Australia Bank Ltd. 15,500 350,176
--------------------------------------------------------------------------------
Royal Bank of Scotland Group plc (The) 54,197 1,823,007
--------------------------------------------------------------------------------
Societe Generale, Cl. A 12,270 1,241,677
----------------
12,569,292
--------------------------------------------------------------------------------
CONSUMER FINANCE--0.5%
Mediobanca SpA 37,600 608,694
--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--3.6%
3i Group plc 125,210 1,601,003
--------------------------------------------------------------------------------
Collins Stewart Tullett plc 208,165 1,578,643
--------------------------------------------------------------------------------
MLP AG 63,293 1,252,611
----------------
4,432,257

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
INSURANCE--2.8%
Alleanza Assicurazioni SpA 45,200 $ 630,969
--------------------------------------------------------------------------------
Allianz AG 4,930 651,012
--------------------------------------------------------------------------------
AMP Ltd. 217,376 1,237,112
--------------------------------------------------------------------------------
Skandia Forsakrings AB 182,800 910,507
----------------
3,429,600
--------------------------------------------------------------------------------
REAL ESTATE--1.7%
Solidere, GDR 1,2 82,820 621,150
--------------------------------------------------------------------------------
Solidere, GDR 1 19,680 147,600
--------------------------------------------------------------------------------
Sumitomo Realty & Development
Co. Ltd. 104,000 1,355,948
----------------
2,124,698
-------------------------------------------------------------------------------
THRIFTS & MORTGAGE FINANCE--0.4%
Housing Development Finance
Corp. Ltd. 30,000 528,709
--------------------------------------------------------------------------------
HEALTH CARE--12.4%
--------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--1.9%
Art Advanced Research
Technologies, Inc. 1 42,800 37,508
--------------------------------------------------------------------------------
Essilor International SA 16,680 1,307,057
--------------------------------------------------------------------------------
Ortivus AB, Cl. B 1 80,000 297,349
--------------------------------------------------------------------------------
Terumo Corp. 22,000 592,564
--------------------------------------------------------------------------------
William Demant Holding AS 1 1,400 65,746
----------------
2,300,224
--------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES--0.7%
Nicox SA 1 148,670 842,672
--------------------------------------------------------------------------------
PHARMACEUTICALS--9.8%
AstraZeneca plc 4,680 169,729
--------------------------------------------------------------------------------
Dr. Reddy's Laboratories Ltd.,
Sponsored ADR 18,500 366,855
--------------------------------------------------------------------------------
Fujisawa Pharmaceutical Co. Ltd. 17,000 466,811
--------------------------------------------------------------------------------
GlaxoSmithKline plc 15,662 368,737
--------------------------------------------------------------------------------
H. Lundbeck AS 47,800 1,065,609
--------------------------------------------------------------------------------
NeuroSearch AS 1 28,900 1,241,012
--------------------------------------------------------------------------------
Novogen Ltd. 1 705,800 3,186,873
--------------------------------------------------------------------------------
Roche Holdings AG 7,982 918,867
--------------------------------------------------------------------------------
Sanofi-Synthelabo SA 22,505 1,798,687
--------------------------------------------------------------------------------
Schering AG 8,153 609,286
--------------------------------------------------------------------------------
Shionogi & Co. Ltd. 22,000 304,226
--------------------------------------------------------------------------------
SkyePharma plc 1 373,660 467,842
--------------------------------------------------------------------------------
Takeda Pharmaceutical Co. Ltd. 13,000 654,631
--------------------------------------------------------------------------------
Teva Pharmaceutical Industries Ltd.,
Sponsored ADR 16,200 483,732
----------------
12,102,897

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
INDUSTRIALS--10.3%
--------------------------------------------------------------------------------
AEROSPACE & DEFENSE--2.7%
Empresa Brasileira de Aeronautica SA,
Preference 401,126 $ 3,352,785
--------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--1.8%
BTG plc 1 243,744 382,561
--------------------------------------------------------------------------------
Capita Group plc 130,160 913,989
--------------------------------------------------------------------------------
Prosegur Compania de Seguridad SA 23,200 456,621
--------------------------------------------------------------------------------
Randstad Holding NV 12,300 484,008
----------------
2,237,179
--------------------------------------------------------------------------------
CONSTRUCTION & ENGINEERING--1.2%
Koninklijke Boskalis Westminster NV 7,900 267,378
--------------------------------------------------------------------------------
Leighton Holdings Ltd. 62,185 601,048
--------------------------------------------------------------------------------
Vinci 4,810 645,954
----------------
1,514,380
--------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--1.2%
Ushio, Inc. 76,000 1,420,318
--------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--2.6%
Aalberts Industries NV 44,838 2,175,774
--------------------------------------------------------------------------------
Siemens AG 12,853 1,089,456
----------------
3,265,230
--------------------------------------------------------------------------------
MACHINERY--0.8%
Hyundai Heavy Industries Co. Ltd. 28,963 963,848
--------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--17.9%
--------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--2.8%
Nokia Oyj 40,200 631,536
--------------------------------------------------------------------------------
Telefonaktiebolaget LM Ericsson,
B Shares 1 894,900 2,854,889
----------------
3,486,425
--------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--0.6%
Logitech International SA 1 11,245 685,003
--------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--6.7%
Electrocomponents plc 133,080 727,538
--------------------------------------------------------------------------------
Epcos AG 1 40,090 601,541
--------------------------------------------------------------------------------
Keyence Corp. 4,200 941,075
--------------------------------------------------------------------------------
Nidec Corp. 9,600 1,170,138
--------------------------------------------------------------------------------
Nippon Electric Glass Co. Ltd. 38,000 975,083
--------------------------------------------------------------------------------
Omron Corp. 46,686 1,113,958
--------------------------------------------------------------------------------
Tandberg ASA 178,700 2,220,233
--------------------------------------------------------------------------------
TDK Corp. 6,900 511,086
----------------
8,260,652

--------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES--0.8%
Yahoo Japan Corp. 1 212 1,017,898
--------------------------------------------------------------------------------
IT SERVICES--2.9%
Amadeus Global Travel Distribution SA 90,800 934,288

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
IT SERVICES Continued
Infosys Technologies Ltd. 39,988 $ 1,921,669
--------------------------------------------------------------------------------
NIIT Ltd. 49,800 205,982
--------------------------------------------------------------------------------
NIIT Technologies Ltd. 1 74,700 259,139
--------------------------------------------------------------------------------
United Internet AG 10,067 273,398
----------------
3,594,476
--------------------------------------------------------------------------------
OFFICE ELECTRONICS--2.2%
Canon, Inc. 31,000 1,678,863
--------------------------------------------------------------------------------
Konica Minolta Holdings, Inc. 76,000 1,008,685
----------------
2,687,548
--------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--1.2%
ASM International NV 1 59,000 968,190
--------------------------------------------------------------------------------
Samsung Electronics Co. 1,100 478,700
----------------
1,446,890
--------------------------------------------------------------------------------
SOFTWARE--0.7%
Autonomy Corp. plc 1 108,238 349,634
--------------------------------------------------------------------------------
Business Objects SA 1 12,880 326,344
--------------------------------------------------------------------------------
UBISoft Entertainment SA 1 6,325 228,601
----------------
904,579

--------------------------------------------------------------------------------
MATERIALS--3.4%
--------------------------------------------------------------------------------
CHEMICALS--0.4%
Sika AG 1 889 533,197
--------------------------------------------------------------------------------
METALS & MINING--3.0%
Companhia Vale do Rio Doce,
Sponsored ADR 69,000 1,682,220
--------------------------------------------------------------------------------
Impala Platinum Holdings Ltd. 12,900 1,096,801
--------------------------------------------------------------------------------
Rio Tinto plc 28,720 845,290
----------------
3,624,311
--------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--4.2%
--------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--4.2%
KDDI Corp. 266 1,432,927
--------------------------------------------------------------------------------
SK Telecom Co. Ltd., ADR 26,030 579,164
--------------------------------------------------------------------------------
Vodafone Group plc 1,180,811 3,202,195
----------------
5,214,286
----------------
Total Common Stocks (Cost $84,673,457) 119,275,443

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--2.4%
--------------------------------------------------------------------------------
Undivided interest of 0.21% in joint
repurchase agreement (Principal Amount/Value
$1,443,703,000, with a maturity value of
$1,443,962,867) with UBS Warburg LLC, 2.16%,
dated 12/31/04, to be repurchased at
$2,972,535 on 1/3/05, collateralized by
Federal National Mortgage Assn., 5%--6%,
4/1/34--10/1/34, with a value of
$1,474,609,071 (Cost $2,972,000) $ 2,972,000 $ 2,972,000
--------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $87,645,457) 99.1% 122,247,443
--------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 0.9 1,113,944
-------------------------------
NET ASSETS 100.0% $ 123,361,387
===============================

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

2. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Directors. These securities amount to $621,150 or 0.50% of the Fund's net assets
as of December 31, 2004.
--------------------------------------------------------------------------------
GEOGRAPHIC HOLDINGS / Unaudited
--------------------------------------------------------------------------------
DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE OF
TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS:

GEOGRAPHIC HOLDINGS VALUE PERCENT
--------------------------------------------------------------------------------
Japan $ 21,778,351 17.8%
United Kingdom 18,135,862 14.9
France 16,174,769 13.2
Germany 7,345,088 6.0
Australia 6,755,165 5.5
India 6,067,054 5.0
Sweden 5,982,216 4.9
The Netherlands 5,775,058 4.7
Brazil 5,035,005 4.1
United States 4,885,316 4.0
Korea, Republic of South 3,455,406 2.8
Italy 3,423,349 2.8
Switzerland 3,315,554 2.7
Ireland 3,039,431 2.5
Norway 2,681,924 2.2
Denmark 2,372,367 2.0
Spain 2,081,551 1.7
South Africa 1,096,801 0.9
Mexico 925,650 0.8
Lebanon 768,750 0.6
Finland 631,536 0.5
Israel 483,732 0.4
Canada 37,508 0.0
-------------------------------
Total $122,247,443 100.0%
===============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

STATEMENT OF ASSETS AND LIABILITIES December 31, 2004
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
ASSETS
----------------------------------------------------------------------------------------------------------------------
Investments, at value (cost $87,645,457)--see accompanying statement of investments $ 122,247,443
----------------------------------------------------------------------------------------------------------------------
Cash 300,936
----------------------------------------------------------------------------------------------------------------------
Unrealized appreciation on foreign currency contracts 2,302
----------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold 1,079,237
Interest and dividends 218,826
Shares of capital stock sold 214,562
Other 3,811
----------------
Total assets 124,067,117
----------------------------------------------------------------------------------------------------------------------
LIABILITIES
----------------------------------------------------------------------------------------------------------------------
Unrealized depreciation on foreign currency contracts 2,097
----------------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 610,775
Foreign capital gains tax 36,153
Shares of capital stock redeemed 11,027
Shareholder communications 9,620
Distribution and service plan fees 6,955
Directors' compensation 5,306
Transfer and shareholder servicing agent fees 1,685
Other 22,112
----------------
Total liabilities 705,730
----------------------------------------------------------------------------------------------------------------------
NET ASSETS $ 123,361,387
================
----------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
----------------------------------------------------------------------------------------------------------------------
Par value of shares of capital stock $ 94,874
----------------------------------------------------------------------------------------------------------------------
Additional paid-in capital 137,407,745
----------------------------------------------------------------------------------------------------------------------
Accumulated net investment loss (699,203)
----------------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments and foreign currency transactions (48,015,948)
----------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation of assets and liabilities denominated in
foreign currencies 34,573,919
----------------
NET ASSETS $ 123,361,387
================
----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
----------------------------------------------------------------------------------------------------------------------
Non-Service Shares:
Net asset value, redemption price per share and offering price per share (based
on net assets of $110,679,293 and 85,433,624 shares of capital stock outstanding) $ 1.30
----------------------------------------------------------------------------------------------------------------------
Service Shares:
Net asset value, redemption price per share and offering price per share (based
on net assets of $12,682,094 and 9,440,138 shares of capital stock outstanding) $ 1.34

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

STATEMENT OF OPERATIONS For the Year Ended December 31, 2004
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
----------------------------------------------------------------------------------------------------------------------
Dividends (net of foreign withholding taxes of $176,952) $ 1,739,829
----------------------------------------------------------------------------------------------------------------------
Interest 68,365
----------------
Total investment income 1,808,194
----------------------------------------------------------------------------------------------------------------------
EXPENSES
----------------------------------------------------------------------------------------------------------------------
Management fees 1,053,887
----------------------------------------------------------------------------------------------------------------------
Distribution and service plan fees--Service shares 22,628
----------------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Non-Service shares 10,047
Service shares 1,736
----------------------------------------------------------------------------------------------------------------------
Shareholder communications:
Non-Service shares 7,539
Service shares 1,131
----------------------------------------------------------------------------------------------------------------------
Custodian fees and expenses 34,967
----------------------------------------------------------------------------------------------------------------------
Directors' compensation 7,050
----------------------------------------------------------------------------------------------------------------------
Other 22,058
----------------
Total expenses 1,161,043
Less reduction to custodian expenses (707)
----------------
Net expenses 1,160,336
----------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 647,858
----------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
----------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on:
Investments (1,550,015)
Foreign currency transactions 3,566,320
----------------
Net realized gain 2,016,305
----------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on:
Investments (net of foreign capital gains tax of $36,153) 13,397,512
Translation of assets and liabilities denominated in foreign currencies 2,032,733
---------------
Net change in unrealized appreciation 15,430,245
----------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 18,094,408
================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

---------------------------------------------------------------------------------------------------------------
Net investment income $ 647,858 $ 260,368
---------------------------------------------------------------------------------------------------------------
Net realized gain (loss) 2,016,305 (14,696,098)
---------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) 15,430,245 46,634,261
-------------------------------
Net increase in net assets resulting from operations 18,094,408 32,198,531
---------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
---------------------------------------------------------------------------------------------------------------
Dividends from net investment income:
Non-Service shares (1,405,673) (996,174)
Service shares (111,488) (14,103)
---------------------------------------------------------------------------------------------------------------
CAPITAL STOCK TRANSACTIONS
---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from capital stock
transactions:
Non-Service shares 3,594,655 (148,956)
Service shares 5,579,673 3,569,304
---------------------------------------------------------------------------------------------------------------
NET ASSETS
---------------------------------------------------------------------------------------------------------------
Total increase 25,751,575 34,608,602
---------------------------------------------------------------------------------------------------------------
Beginning of period 97,609,812 63,001,210
-------------------------------
End of period (including accumulated net investment loss of $699,203 and
$16,939, respectively) $123,361,387 $ 97,609,812
===============================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.12 $ 0.76 $ 1.07 $ 1.74 $ 2.30
----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .01 1 -- 2 .01 .01 -- 2
Net realized and unrealized gain (loss) .19 .37 (.31) (.39) (.11)
------------------------------------------------------------
Total from investment operations .20 .37 (.30) (.38) (.11)
----------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.02) (.01) (.01) -- 2 (.03)
Distributions from net realized gain -- -- -- (.29) (.42)
------------------------------------------------------------
Total dividends and/or distributions to shareholders (.02) (.01) (.01) (.29) (.45)
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.30 $ 1.12 $ 0.76 $ 1.07 $ 1.74
============================================================
----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 17.86% 50.13% (28.51)% (24.31)% (9.43)%
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $110,679 $92,027 $62,091 $ 99,831 $144,901
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 96,388 $70,042 $83,511 $117,814 $162,028
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 0.64% 0.37% 1.17% 0.69% 0.24%
Total expenses 1.08% 5 1.12% 5 1.12% 5 1.05% 5 1.17% 5
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 30% 71% 40% 44% 72%

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

2. Less than $0.005 per share.

4. Annualized for periods of less than one full year.

5. Reduction to custodian expenses less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS Continued
--------------------------------------------------------------------------------
SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 1
----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.16 $ 0.81 $ 1.08 $ 1.22
----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income -- 2,3 .01 .01 -- 3
Net realized and unrealized gain (loss) .20 .35 (.27) (.14)
-------------------------------------------------
Total from investment operations .20 .36 (.26) (.14)
----------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.02) (.01) (.01) --
Distributions from net realized gain -- -- -- --
-------------------------------------------------
Total dividends and/or distributions to shareholders (.02) (.01) (.01) --
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.34 $ 1.16 $ 0.81 $ 1.08
=================================================
----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4 17.15% 45.53% (24.51)% (11.48)%
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $12,682 $ 5,583 $ 910 $ 103
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 9,071 $ 2,205 $ 603 $ 36
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income (loss) 0.37% 0.03% (0.03)% 0.28%
Total expenses 1.34% 1.36% 1.41% 1.20%
Expenses after payments and waivers and reduction to
custodian expenses N/A 6 N/A 6 1.34% N/A 6
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 30% 71% 40% 44%

1. For the period from March 19, 2001 (inception of offering) to December 31,
2001.

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

3. Less than $0.005 per share.

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

5. Annualized for periods of less than one full year.

6. Reduction to custodian expenses less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

Oppenheimer International Growth Fund/VA (the Fund) is a series of Panorama
Series Fund, Inc. (the Company), which is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Fund's investment objective is to seek long-term growth of capital by
investing under normal circumstances, at least 90% of its total assets in equity
securities of companies wherever located, the primary stock market of which is
outside the United States. The Fund's investment advisor is OppenheimerFunds,
Inc. (the Manager). Shares of the Fund are sold only to separate accounts of
life insurance companies, a majority of such shares are held by separate
accounts of Massachusetts Mutual Life Insurance Co., an affiliate of the
investment advisor.

The Fund offers two classes of shares. Both classes are sold at their
offering price, which is the net asset value per share, to separate investment
accounts of participating insurance companies as an underlying investment for
variable life insurance policies, variable annuity contracts or other investment
products. The class of shares designated as Service shares is subject to a
distribution and service plan. Both classes of shares have identical rights and
voting privileges with respect to the Fund in general and exclusive voting
rights on matters that affect that class alone. Earnings, net assets and net
asset value per share may differ due to each class having its own expenses, such
as transfer and shareholder servicing agent fees and shareholder communications,
directly attributable to that class.

The following is a summary of significant accounting policies consistently
followed by the Fund.
--------------------------------------------------------------------------------
SECURITIES VALUATION. The Fund calculates the net asset value of its shares as
of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for business. Securities listed
or traded on National Stock Exchanges or other domestic or foreign exchanges are
valued based on the last sale price of the security traded on that exchange
prior to the time when the Fund's assets are valued. Securities traded on NASDAQ
are valued based on the closing price provided by NASDAQ prior to the time when
the Fund's assets are valued. In the absence of a sale, the security is valued
at the last sale price on the prior trading day, if it is within the spread of
the closing bid and asked prices, and if not, at the closing bid price.
Corporate, government and municipal debt instruments having a remaining maturity
in excess of 60 days and all mortgage-backed securities will be valued at the
mean between the "bid" and "asked" prices. Securities may be valued primarily
using dealer-supplied valuations or a portfolio pricing service authorized by
the Board of Directors. Securities (including restricted securities) for which
market quotations are not readily available are valued at their fair value.
Foreign and domestic securities whose values have been materially affected by
what the Manager identifies as a significant event occurring before the Fund's
assets are valued but after the close of their respective exchanges will be fair
valued. Fair value is determined in good faith using consistently applied
procedures under the supervision of the Board of Directors. Short-term "money
market type" debt securities with remaining maturities of sixty days or less are
valued at amortized cost (which approximates market value).
--------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in
U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars as of the close of The New York Stock Exchange (the
Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for
business. Amounts related to the purchase and sale of foreign securities and
investment income are translated at the rates of exchange prevailing on the
respective dates of such transactions. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Directors.

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

The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund's Statement of Operations.
--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the Fund, along with other affiliated funds
advised by the Manager, may transfer uninvested cash balances into joint trading
accounts on a daily basis. These balances are invested in one or more repurchase
agreements. Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements mature. Each agreement requires that
the market value of the collateral be sufficient to cover payments of interest
and principal. In the event of default by the other party to the agreement,
retention of the collateral may be subject to legal proceedings.
--------------------------------------------------------------------------------
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated on a
daily basis to each class of shares based upon the relative proportion of net
assets represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.
--------------------------------------------------------------------------------
FEDERAL TAXES. The Fund intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments not offset by capital loss carryforwards, if any,
to shareholders.

The tax components of capital shown in the table below represent distribution
requirements the Fund must satisfy under the income tax regulations, losses the
Fund may be able to offset against income and gains realized in future years and
unrealized appreciation or depreciation of securities and other investments for
federal income tax purposes.

NET UNREALIZED
APPRECIATION
BASED ON COST OF
SECURITIES AND
UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS
NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME
INCOME GAIN CARRYFORWARD 1,2,3,4 TAX PURPOSES
---------------------------------------------------------------------------
$1,058,567 $-- $47,197,184 $32,001,144

1. As of December 31, 2004, the Fund had $47,195,203 of net capital loss
carryforwards available to offset future realized capital gains, if any, and
thereby reduce future taxable gain distributions. As of December 31, 2004,
details of the capital loss carryforwards were as follows:

EXPIRING
-------------------------
2009 $ 14,880,581
2010 12,564,594
2011 19,750,028
-------------
Total $ 47,195,203
=============

2. The Fund had $1,981 of post-October foreign currency losses which were
deferred.

3. During the fiscal year ended December 31, 2004, the Fund utilized $1,649,468
of capital loss carryforward to offset capital gains realized in that fiscal
year.

4. During the fiscal year ended December 31, 2003, the Fund did not utilize any
capital loss carryforward.

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for December 31, 2004. Net assets of
the Fund were unaffected by the reclassifications.

REDUCTION TO INCREASE TO
ACCUMULATED ACCUMULATED NET
NET INVESTMENT REALIZED LOSS
LOSS ON INVESTMENTS
----------------------------------
$187,039 $187,039

The tax character of distributions paid during the years ended December 31, 2004
and December 31, 2003 was as follows:

YEAR ENDED YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003
---------------------------------------------------------------------------
Distributions paid from:
Ordinary income $1,517,161 $1,010,277

Federal tax cost of securities $ 90,218,232
Federal tax cost of other investments (468,605)
--------------
Total federal tax cost $ 89,749,627
==============
Gross unrealized appreciation $ 34,214,126
Gross unrealized depreciation (2,212,982)
--------------
Net unrealized appreciation $ 32,001,144
==============

Certain foreign countries impose a tax on capital gains which is accrued by the
Fund based on unrealized appreciation, if any, on affected securities. The tax
is paid when the gain is realized.
--------------------------------------------------------------------------------
DIRECTORS' COMPENSATION. The Board of Directors has adopted a deferred
compensation plan for independent directors that enables directors to elect to
defer receipt of all or a portion of the annual compensation they are entitled
to receive from the Fund. For purposes of determining the amount owed to the
Director under the plan, deferred amounts are treated as though equal dollar
amounts had been invested in shares of the Fund or in other Oppenheimer funds
selected by the Director. The Fund purchases shares of the funds selected for
deferral by the Director in amounts equal to his or her deemed investment,
resulting in a Fund asset equal to the deferred compensation liability. Such
assets are included as a component of "Other" within the asset section of the
Statement of Assets and Liabilities. Deferral of directors' fees under the plan
will not affect the net assets of the Fund, and will not materially affect the
Fund's assets, liabilities or net investment income per share. Amounts will be
deferred until distributed in accordance to the Plan.
-------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income and capital gain distributions, if
any, are declared and paid annually.
--------------------------------------------------------------------------------
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and amortization
of premium, is accrued as earned.
--------------------------------------------------------------------------------
CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts at a rate equal to the Federal
Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if
applicable, represents earnings on cash balances maintained by the Fund during
the period. Such interest expense and other custodian fees may be paid with
these earnings.

SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.
--------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
--------------------------------------------------------------------------------
2. SHARES OF CAPITAL STOCK

The Fund has authorized 180 million shares of $0.001 par value capital stock.
Transactions in shares of capital stock were as follows:

YEAR ENDED DECEMBER 31, 2004 YEAR ENDED DECEMBER 31, 2003
SHARES AMOUNT SHARES AMOUNT
------------------------------------------------------------------------------------------------------------

NON-SERVICE SHARES
Sold 15,850,324 $ 17,947,088 186,946,297 $ 155,106,738
Dividends and/or distributions reinvested 1,277,885 1,405,673 1,556,521 996,174
Redeemed (13,971,244) (15,758,106) (188,023,694) (156,251,868)
-------------------------------------------------------------
Net increase (decrease) 3,156,965 $ 3,594,655 479,124 $ (148,956)
=============================================================
-----------------------------------------------------------------------------------------------------------
SERVICE SHARES
Sold 7,869,095 $ 9,330,160 8,997,299 $ 8,513,130
Dividends and/or distributions reinvested 96,945 111,488 20,739 14,103
Redeemed (3,333,307) (3,861,975) (5,340,145) (4,957,929)
-------------------------------------------------------------
Net increase 4,632,733 $ 5,579,673 3,677,893 $ 3,569,304
=============================================================
--------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2004, were
$41,771,683 and $30,056,090, respectively.

--------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Fund which provides for a fee at an
annual rate of 1.00% of the first $250 million of average daily net assets of
the Fund and 0.90% of average daily net assets in excess of $250 million.
--------------------------------------------------------------------------------
ADMINISTRATION SERVICES. The Fund pays the Manager a fee of $1,500 per year for
preparing and filing the Fund's tax returns.
--------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund pays
OFS a per account fee. For the year ended December 31, 2004, the Fund paid
$10,939 to OFS for services to the Fund.

Additionally, funds offered in variable annuity separate accounts are
subject to minimum fees of $10,000 for assets of $10 million or more. The Fund
is subject to the minimum fee in the event that the per account fee does not
equal or exceed the applicable minimum fee.
--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN FOR SERVICE SHARES. The Fund has adopted a
Distribution and Service Plan for Service shares to pay OppenheimerFunds
Distributor, Inc. (the Distributor), for distribution related services and
personal service and account maintenance for the Fund's Service shares. Under
the Plan, payments are made quarterly at an annual rate of up to 0.25% of the
average annual net assets of Service shares of the Fund. The Distributor
currently uses all of those fees to compensate sponsor(s) of the insurance product that offers Fund
shares, for providing personal service and maintenance of accounts of their
variable contract owners that hold Service shares. The impact of the service
plan is to increase operating expenses of the Service shares, which results in
lower performance compared to the Fund's shares that are not subject to a
service fee. Fees incurred by the Fund under the Plan are detailed in the
Statement of Operations.
--------------------------------------------------------------------------------
PAYMENTS AND WAIVERS OF EXPENSES. OFS has voluntarily agreed to limit transfer
and shareholder servicing agent fees for all classes to 0.35% of average annual
net assets per class. This undertaking may be amended or withdrawn at any time.
--------------------------------------------------------------------------------
5. FOREIGN CURRENCY CONTRACTS

A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into foreign
currency contracts to settle specific purchases or sales of securities
denominated in a foreign currency and for protection from adverse exchange rate
fluctuation. Risks to the Fund include the potential inability of the
counterparty to meet the terms of the contract.

The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Fund and the resulting unrealized appreciation or
depreciation are determined using prevailing foreign currency exchange rates.
Unrealized appreciation and depreciation on foreign currency contracts are
reported in the Statement of Assets and Liabilities as a receivable or payable
and in the Statement of Operations with the change in unrealized appreciation or
depreciation.

The Fund may realize a gain or loss upon the closing or settlement of the
foreign transaction. Contracts closed or settled with the same broker are
recorded as net realized gains or losses. Such realized gains and losses are
reported with all other foreign currency gains and losses in the Statement of
Operations.

As of December 31, 2004, the Fund had outstanding foreign currency contracts as
follows:

CONTRACT VALUATION AS OF
EXPIRATION AMOUNT DECEMBER 31, UNREALIZED UNREALIZED
CONTRACT DESCRIPTION DATES (000S) 2004 APPRECIATION DEPRECIATION
--------------------------------------------------------------------------------------------------------------
CONTRACTS TO PURCHASE
Euro (EUR) 1/4/05 449,347EUR $610,790 $ -- $1,856
---------------------
CONTRACTS TO SELL
British Pound Sterling (GBP) 1/4/05 122,494GBP 235,108 766 --
Euro (EUR) 1/3/05-1/5/05 620,975EUR 844,082 1,536 241
---------------------
2,302 241
---------------------
Total unrealized appreciation and depreciation $2,302 $2,097
=====================
--------------------------------------------------------------------------------
6. LITIGATION

A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor (collectively, the
"Oppenheimer defendants"), as well as 51 of the Oppenheimer funds (as "Nominal
Defendants") excluding the Fund, 31 present and former Directors or Trustees and
9 present and former officers of the funds. This complaint, filed in the U.S.
District Court for the Southern District of New York on January 10, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the complaint alleges that the Manager charged excessive fees for distribution
and other costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of assets of the funds to make
those payments in violation of the Investment Company Act of 1940 and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to shareholders of the funds under the Investment

Company Act of 1940 and at common law. The complaint seeks unspecified
compensatory and punitive damages, rescission of the funds' investment advisory
agreements, an accounting of all fees paid, and an award of attorneys' fees and
litigation expenses.

Total Return Portfolio Financials

We have audited the accompanying statement of assets and liabilities of Total
Return Portfolio, a series of Panorama Series Fund, Inc., including the
statement of investments, as of December 31, 2004, and the related statement of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the Portfolio's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Total Return Portfolio as of December 31, 2004, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended, and the financial highlights for each of the five
years in the period then ended, in conformity with accounting principles
generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

/s/ Deloitte & Touche LLP

Denver, Colorado
February 11, 2005

STATEMENT OF INVESTMENTS December 31, 2004
--------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
---------------------------------------------------------------------------
COMMON STOCKS--61.5%
---------------------------------------------------------------------------
CONSUMER DISCRETIONARY--9.1%
---------------------------------------------------------------------------
AUTOMOBILES--1.0%
Ford Motor Co. 212,000 $ 3,103,680
---------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--0.6%
Carnival Corp. 17,300 996,999
---------------------------------------------------------------------------
Yum! Brands, Inc. 15,200 717,136
---------------
1,714,135

---------------------------------------------------------------------------
HOUSEHOLD DURABLES--3.1%
Centex Corp. 55,500 3,306,690
---------------------------------------------------------------------------
Leggett & Platt, Inc.
129,000 3,667,470
---------------------------------------------------------------------------
Stanley Works (The) 49,800 2,439,702
---------------
9,413,862
---------------------------------------------------------------------------
LEISURE EQUIPMENT & PRODUCTS--1.0%
Brunswick Corp. 58,000 2,871,000
---------------------------------------------------------------------------
MEDIA--1.7%
Dow Jones & Co., Inc. 5,800 249,748
---------------------------------------------------------------------------
Gannett Co., Inc. 8,200 669,940
---------------------------------------------------------------------------
Meredith Corp. 17,100 926,820
---------------------------------------------------------------------------
Time Warner, Inc. 1 109,600 2,130,624
---------------------------------------------------------------------------
Viacom, Inc., Cl. B 21,200 771,468
---------------------------------------------------------------------------
Walt Disney Co. (The) 15,900 442,020
---------------
5,190,620
---------------------------------------------------------------------------
MULTILINE RETAIL--0.4%
Nordstrom, Inc. 28,100 1,313,113
---------------------------------------------------------------------------
SPECIALTY RETAIL--1.1%
Limited Brands, Inc. 136,700 3,146,834
---------------------------------------------------------------------------
TEXTILES, APPAREL & LUXURY GOODS--0.2%
Jones Apparel Group, Inc. 19,100 698,487
---------------------------------------------------------------------------
CONSUMER STAPLES--5.1%
---------------------------------------------------------------------------
BEVERAGES--1.1%
Anheuser-Busch Cos., Inc. 27,200 1,379,856
---------------------------------------------------------------------------
Pepsi Bottling Group, Inc. (The) 39,000 1,054,560
---------------------------------------------------------------------------
PepsiCo, Inc. 17,700 923,940
---------------
3,358,356

---------------------------------------------------------------------------
FOOD & STAPLES RETAILING--1.3%
Safeway, Inc. 1 34,500 681,030
---------------------------------------------------------------------------
Wal-Mart Stores, Inc. 62,000 3,274,840
---------------
3,955,870

---------------------------------------------------------------------------
FOOD PRODUCTS--0.5%
Heinz (H.J.) Co. 24,000 935,760
---------------------------------------------------------------------------
Sara Lee Corp. 27,100 654,194
---------------
1,589,954

VALUE
SHARES SEE NOTE 1
---------------------------------------------------------------------------
HOUSEHOLD PRODUCTS--0.4%
Procter & Gamble Co. (The) 22,200 $ 1,222,776
---------------------------------------------------------------------------
PERSONAL PRODUCTS--1.6%
Alberto-Culver Co., Cl. B 18,000 874,260
---------------------------------------------------------------------------
Avon Products, Inc. 102,500 3,966,750
---------------
4,841,010
---------------------------------------------------------------------------
TOBACCO--0.2%
Reynolds American, Inc. 6,900 542,340
---------------------------------------------------------------------------
ENERGY--3.6%
---------------------------------------------------------------------------
OIL & GAS--3.6%
Apache Corp. 20,200 1,021,514
---------------------------------------------------------------------------
ChevronTexaco Corp. 85,600 4,494,856
---------------------------------------------------------------------------
ConocoPhillips 45,200 3,924,716
---------------------------------------------------------------------------
Exxon Mobil Corp. 16,500 845,790
---------------------------------------------------------------------------
Marathon Oil Corp. 19,500 733,395
---------------
11,020,271
---------------------------------------------------------------------------
FINANCIALS--17.2%
---------------------------------------------------------------------------
COMMERCIAL BANKS--6.7%
Bank of America Corp. 153,200 7,198,868
---------------------------------------------------------------------------
National City Corp. 100,700 3,781,285
---------------------------------------------------------------------------
Sovereign Bancorp, Inc. 100,700 2,270,785
---------------------------------------------------------------------------
U.S. Bancorp 164,500 5,152,140
---------------------------------------------------------------------------
Wells Fargo & Co. 28,500 1,771,275
---------------
20,174,353
---------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--5.7%
Citigroup, Inc. 141,500 6,817,470
---------------------------------------------------------------------------
Goldman Sachs Group, Inc. (The) 6,600 686,664
---------------------------------------------------------------------------
JPMorgan Chase & Co. 136,900 5,340,469
---------------------------------------------------------------------------
MBNA Corp. 155,100 4,372,269
---------------
17,216,872
---------------------------------------------------------------------------
INSURANCE--3.3%
ACE Ltd. 19,400 829,350
---------------------------------------------------------------------------
AMBAC Financial Group, Inc. 31,800 2,611,734
---------------------------------------------------------------------------
American International Group, Inc. 75,000 4,925,250
---------------------------------------------------------------------------
Chubb Corp. 3,100 238,390
---------------------------------------------------------------------------
Lincoln National Corp. 13,900 648,852
--------------------------------------------------------------------------
St. Paul Travelers Cos., Inc. (The) 24,600 911,922
---------------
10,165,498

---------------------------------------------------------------------------
REAL ESTATE--0.2%
Equity Office Properties Trust 21,900 637,728
---------------------------------------------------------------------------
THRIFTS & MORTGAGE FINANCE--1.3%
Fannie Mae 56,100 3,994,881

---------------------------------------------------------------------------
PHARMACEUTICALS--0.7%
Johnson & Johnson 11,500 729,330
---------------------------------------------------------------------------
Schering-Plough Corp. 59,300 1,238,184
---------------
1,967,514

---------------------------------------------------------------------------
INDUSTRIALS--5.2%
---------------------------------------------------------------------------
AEROSPACE & DEFENSE--1.4%
Honeywell International, Inc. 120,300 4,259,823
---------------------------------------------------------------------------
AIR FREIGHT & LOGISTICS--0.3%
United Parcel Service, Inc., Cl. B 8,800 752,048
---------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--0.2%
Avery-Dennison Corp. 11,600 695,652
---------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--2.4%
3M Co. 40,900 3,356,663
---------------------------------------------------------------------------
General Electric Co. 78,900 2,879,850
---------------------------------------------------------------------------
Tyco International Ltd. 23,800 850,612
---------------
7,087,125

---------------------------------------------------------------------------
MACHINERY--0.7%
Illinois Tool Works, Inc. 23,500 2,177,980
---------------------------------------------------------------------------
ROAD & RAIL--0.2%
Ryder Systems, Inc. 13,800 659,226
---------------------------------------------------------------------------
INFORMATION TECHNOLOGY--7.5%
---------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--0.8%
Motorola, Inc. 131,800 2,266,960
---------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--2.8%
Dell, Inc. 1 123,900 5,221,146
---------------------------------------------------------------------------
Hewlett-Packard Co. 72,900 1,528,713
---------------------------------------------------------------------------
International Business Machines Corp. 7,700 759,066
---------------------------------------------------------------------------
NCR Corp. 1 12,600 872,298
---------------
8,381,223

---------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.9%
Sanmina-SCI Corp. 1 234,900 1,989,603
---------------------------------------------------------------------------
Solectron Corp. 1 160,600 855,998
---------------
2,845,601

---------------------------------------------------------------------------
IT SERVICES--0.4%
Affiliated Computer Services, Inc.,
Cl. A 1 11,600 698,204

VALUE
SHARES SEE NOTE 1
---------------------------------------------------------------------------
IT SERVICES Continued
Computer Sciences Corp. 1 7,500 $ 422,775
---------------
1,120,979

---------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--1.3%
Altera Corp. 1 143,200 2,964,240
---------------------------------------------------------------------------
Intel Corp. 43,300 1,012,787
---------------
3,977,027

---------------------------------------------------------------------------
SOFTWARE--1.3%
Microsoft Corp. 149,700 3,998,487
---------------------------------------------------------------------------
MATERIALS--1.8%
---------------------------------------------------------------------------
CHEMICALS--0.1%
Rohm & Haas Co. 7,900 349,417
---------------------------------------------------------------------------
CONTAINERS & PACKAGING--0.9%
Ball Corp. 28,200 1,240,236
---------------------------------------------------------------------------
Pactiv Corp. 1 32,300 816,867
---------------------------------------------------------------------------
Temple-Inland, Inc. 9,900 677,160
---------------
2,734,263

---------------------------------------------------------------------------
PAPER & FOREST PRODUCTS--0.8%
MeadWestvaco Corp. 67,500 2,287,575
---------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--3.9%
---------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--3.5%
Sprint Corp. 147,700 3,670,345
---------------------------------------------------------------------------
Verizon Communications, Inc. 171,800 6,959,618
---------------
10,629,963

---------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--0.4%
AT&T Corp. 58,700 1,118,822
---------------------------------------------------------------------------
UTILITIES--1.9%
---------------------------------------------------------------------------
ELECTRIC UTILITIES--1.9%
Constellation Energy Group, Inc. 28,200 1,232,622
---------------------------------------------------------------------------
Edison International, Inc. 72,200 2,312,566
---------------------------------------------------------------------------
TXU Corp. 36,700 2,369,352
---------------
5,914,540
---------------
Total Common Stocks (Cost $169,720,552) 186,298,107

PRINCIPAL
AMOUNT
---------------------------------------------------------------------------
ASSET-BACKED SECURITIES--5.8%
---------------------------------------------------------------------------
Bank One Auto Securitization Trust,
Automobile Receivable Certificates,
Series 2003-1, Cl. A2, 1.29%, 8/21/06 $ 195,473 195,125
---------------------------------------------------------------------------
Capital Auto Receivables Asset Trust,
Automobile Mtg.-Backed Nts., Series
2004-2, Cl. A3, 3.58%, 1/15/09 530,000 529,338
---------------------------------------------------------------------------
Centex Home Equity Co. LLC, Home
Equity Loan Asset-Backed Certificates:
Series 2003-C, Cl. AF1, 2.14%, 7/25/18 57,692 57,628
Series 2004-A, Cl. AF1, 2.03%, 6/25/19 153,358 152,768
Series 2004-D, Cl. AF1, 2.98%, 4/25/20 2 265,105 264,245

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
---------------------------------------------------------------------------
ASSET-BACKED SECURITIES Continued
---------------------------------------------------------------------------
Chase Funding Mortgage Loan
Asset-Backed Certificates, Home Equity
Mtg. Obligations:
Series 2002-4, Cl. 1A3, 3.44%, 4/25/23 $ 86,084 $ 86,090
Series 2003-1, Cl. 1A3, 3.14%, 7/25/23 256,642 256,509
Series 2003-4, Cl. 1A1, 2.538%, 9/25/17 3 53,227 53,255
Series 2003-4, Cl. 1A2, 2.138%, 7/25/18 200,000 199,328
Series 2004-1, Cl. 2A1, 2.528%, 9/25/21 3 439,573 439,856
---------------------------------------------------------------------------
Chase Manhattan Auto Owner Trust,
Automobile Loan Pass-Through
Certificates:
Series 2002-A, Cl. A4, 4.24%, 9/15/08 135,291 136,138
Series 2003-B, Cl. A2, 1.28%, 3/15/06 56,741 56,710
---------------------------------------------------------------------------
CIT Equipment Collateral, Equipment
Receivable-Backed Nts., Series
2004-DFS, Cl. A2, 2.66%, 11/20/06 2 420,000 418,212
---------------------------------------------------------------------------
Citibank Credit Card Issuance Trust,
Credit Card Receivable Nts., Series
2002-A3, Cl. A3, 4.40%, 5/15/07 520,000 523,592
---------------------------------------------------------------------------
CitiFinancial Mortgage Securities, Inc.,
Home Equity Collateralized Mtg.
Obligations:
Series 2003-2, Cl. AF1, 2.518%,
5/25/33 3 31,736 31,756
Series 2003-3, Cl. AF1, 2.538%,
8/25/33 3 132,229 132,318
---------------------------------------------------------------------------
Citigroup Mortgage Loan Trust, Inc.,
Home Equity Mtg. Obligations,
Series 2004-OPT1, Cl. A1B, 2.388%,
9/1/34 2 474,435 473,841
---------------------------------------------------------------------------
Countrywide Asset-Backed
Certificates, Inc., Home Equity
Asset-Backed Certificates, Series
2002-4, Cl. A1, 2.788%, 2/25/33 3 106,720 107,323
---------------------------------------------------------------------------
DaimlerChrysler Auto Trust,
Automobile Loan Pass-Through
Certificates:
Series 2003-A, Cl. A2, 1.52%, 12/8/05 165,546 165,529
Series 2003-B, Cl. A2, 1.61%, 7/10/06 746,410 745,156
Series 2004-B, Cl. A2, 2.48%, 2/8/07 2 250,000 249,400
Series 2004-C, Cl. A2, 2.62%, 6/8/07 750,000 747,698
---------------------------------------------------------------------------
Ford Credit Auto Owner Trust,
Automobile Loan Pass-Through
Certificates, Series 2004-A, Cl. A2,
2.13%, 10/15/06 1,160,000 1,155,483
---------------------------------------------------------------------------
Harley-Davidson Motorcycle Trust,
Motorcycle Receivable Nts., Series
2003-3, Cl. A1, 1.50%, 1/15/08 354,735 353,482
---------------------------------------------------------------------------
Honda Auto Receivables Owner
Trust, Automobile Receivable
Obligations:
Series 2003-3, Cl. A2, 1.52%, 4/21/06 395,287 394,625
Series 2003-4, Cl. A2, 1.58%, 7/17/06 612,400 611,034

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
---------------------------------------------------------------------------
ASSET-BACKED SECURITIES Continued
---------------------------------------------------------------------------
Household Automotive Trust,
Automobile Loan Certificates,
Series 2003-2, Cl. A2, 1.56%,
12/18/06 $ 255,010 $ 254,507
---------------------------------------------------------------------------
Litigation Settlement Monetized
Fee Trust, Asset-Backed Certificates,
Series 2001-1A, Cl. A1, 8.33%, 4/25/31 2 1,389,439 1,435,429
---------------------------------------------------------------------------
M&I Auto Loan Trust, Automobile
Loan Certificates:
Series 2002-1, Cl. A3, 2.49%, 10/22/07 270,086 270,048
Series 2003-1, Cl. A2, 1.60%, 7/20/06 413,693 413,096
---------------------------------------------------------------------------
National City Auto Receivables Trust,
Automobile Receivable Obligations,
Series 2004-A, Cl. A2, 1.50%, 2/15/07 423,288 421,798
---------------------------------------------------------------------------
Nissan Auto Lease Trust, Automobile
Lease Obligations, Series 2003-A,
Cl. A2, 1.69%, 12/15/05 41,671 41,671
---------------------------------------------------------------------------
Nissan Auto Receivables Owner Trust,
Automobile Receivable Nts.:
Series 2002-A, Cl. A4, 4.28%, 10/16/06 107,335 107,876
Series 2004-A, Cl. A2, 1.40%, 7/17/06 491,162 489,188
---------------------------------------------------------------------------
Option One Mortgage Loan Trust,
Home Equity Mtg. Obligations,
Series 2004-3, Cl. A2, 2.568%,
11/25/34 2,3 255,980 256,145
---------------------------------------------------------------------------
Popular ABS Mortgage Pass-Through
Trust, Home Equity Pass-Through
Certificates, Series 2004-5, Cl. A F2,
3.735%, 11/10/34 2 140,000 139,534
---------------------------------------------------------------------------
Toyota Auto Receivables Owner
Trust, Automobile Mtg.-Backed
Obligations:
Series 2002-B, Cl. A3, 3.76%, 6/15/06 35,557 35,608
Series 2003-B, Cl. A2, 1.43%, 2/15/06 150,368 150,276
---------------------------------------------------------------------------
USAA Auto Owner Trust, Automobile
Loan Asset-Backed Nts.:
Series 2002-1, Cl. A3, 2.41%, 10/16/06 112,896 112,892
Series 2004-1, Cl. A2, 1.43%, 9/15/06 1,132,396 1,128,791
Series 2004-2, Cl. A2, 2.41%, 2/15/07 520,000 518,357
Series 2004-3, Cl. A2, 2.79%, 6/15/07 360,000 359,290
---------------------------------------------------------------------------
Volkswagen Auto Lease Trust,
Automobile Lease Asset-Backed
Securities, Series 2004-A, Cl. A2,
2.47%, 1/22/07 490,000 487,761
---------------------------------------------------------------------------
Volkswagen Auto Loan Enhanced
Trust, Automobile Loan Receivable
Certificates:
Series 2003-1, Cl. A2, 1.11%, 12/20/05 22,805 22,798
Series 2003-2, Cl. A2, 1.55%, 6/20/06 335,564 334,912
---------------------------------------------------------------------------
Wachovia Auto Owner Trust,
Automobile Receivable Nts.,
Series 2004-B, Cl. A2, 2.40%, 5/21/07 360,000 358,518

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

---------------------------------------------------------------------------
MORTGAGE-BACKED OBLIGATIONS--26.1%
---------------------------------------------------------------------------
Banc of America Commercial
Mortgage, Inc., Commercial Mtg.
Pass-Through Certificates, Series
2004-6, Cl. A3, 4.512%, 12/10/42 410,000 410,000
---------------------------------------------------------------------------
Bank of America Mortgage Securities,
Inc., Collateralized Mtg. Obligations
Pass-Through Certificates:
Series 2004-2, Cl. 2A1, 6.50%, 7/20/32 822,543 840,352
Series 2004-8, Cl. 5A1, 6.50%, 5/25/32 608,101 631,855
Series 2004-E, Cl. 2A9, 3.712%,
6/25/34 448,042 448,324
Series 2004-G, Cl. 2A1, 2.469%,
8/25/34 308,671 308,063
---------------------------------------------------------------------------
CIT Equipment Collateral, Equipment
Receivable-Backed Nts., Series 2003-EF1,
Cl. A2, 1.49%, 12/20/05 35,095 35,102
---------------------------------------------------------------------------
Countrywide Alternative Loan Trust,
Collateralized Mtg. Obligations, Series
2004-J9, Cl. 1A1, 2.598%, 10/25/34 3 551,947 552,582
---------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.:
5%, 1/1/35 4 6,445,000 6,400,691
5.50%, 1/1/35 4 4,169,000 4,235,446
6.50%, 7/1/28-4/1/34 340,790 358,246
7%, 3/1/31-11/1/34 4,105,757 4,353,912
7%, 4/1/32-1/1/35 4 909,000 962,972
8%, 4/1/16 314,881 334,344
9%, 8/1/22-5/1/25 91,237 101,641
---------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Gtd. Real Estate Mtg. Investment
Conduit Multiclass Pass-Through
Certificates:
Series 1669, Cl. G, 6.50%, 2/15/23 143,578 144,721
Series 2055, Cl. ZM, 6.50%, 5/15/28 356,290 370,567
Series 2080, Cl. Z, 6.50%, 8/15/28 227,788 234,885
Series 2387, Cl. PD, 6%, 4/15/30 467,983 485,092
Series 2498, Cl. PC, 5.50%, 10/15/14 64,966 65,523
Series 2500, Cl. FD, 2.903%, 3/15/32 3 130,866 131,380
Series 2526, Cl. FE, 2.803%, 6/15/29 3 168,556 169,162
Series 2551, Cl. FD, 2.803%, 1/15/33 3 134,789 135,713
Series 2551, Cl. TA, 4.50%, 2/15/18 57,636 57,599

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
---------------------------------------------------------------------------
MORTGAGE-BACKED OBLIGATIONS Continued
---------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Interest-Only Stripped Mtg.-Backed
Security:
Series 176, Cl. IO, (0.21)%, 6/1/26 5 $ 252,311 $ 47,108
Series 183, Cl. IO, (1.41)%, 4/1/27 5 406,601 78,830
Series 184, Cl. IO, 1.83%, 12/1/26 5 410,788 76,386
Series 192, Cl. IO, 3.27%, 2/1/28 5 105,059 19,524
Series 200, Cl. IO, 2.89%, 1/1/29 5 128,451 24,626
Series 2130, Cl. SC, 12.38%, 3/15/29 5 298,292 31,161
Series 2796, Cl. SD, 19.10%, 7/15/26 5 424,458 42,905
---------------------------------------------------------------------------
Federal Home Loan Mortgage
Corp., Principal-Only Stripped
Mtg.-Backed Security, Series 176,
Cl. PO, 6.97%, 6/1/26 6 103,300 90,123
---------------------------------------------------------------------------
Federal National Mortgage Assn.:
4.50%, 1/1/20 4 2,828,000 2,819,163
5%, 1/1/20-1/1/35 4 7,099,000 7,092,278
5.50%, 3/1/33-1/1/34 3,031,730 3,081,434
5.50%, 1/1/35 4 6,158,000 6,252,291
6%, 8/1/24 1,945,596 2,024,994
6%, 1/1/35 4 4,906,000 5,073,108
6.50%, 4/1/24-10/1/30 603,088 634,179
6.50%, 1/1/35 4 7,995,000 8,384,756
7%, 2/25/22-8/1/34 4,305,361 4,535,237
7%, 8/1/28-6/1/32 4 1,871,677 1,986,492
7.50%, 5/1/07-12/1/08 103,275 108,049
8%, 3/1/17-6/1/17 32,336 35,242
8.50%, 7/1/32 31,434 34,149
---------------------------------------------------------------------------
Federal National Mortgage Assn.,
Collateralized Mtg. Obligations,
Trust 2002-T1, Cl. A2, 7%, 11/25/31 653,932 693,370
---------------------------------------------------------------------------
Federal National Mortgage Assn.,
Collateralized Mtg. Obligations,
Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates:
Trust 1993-87, Cl. Z, 6.50%, 6/25/23 603,057 633,238
Trust 1998-63, Cl. PG, 6%, 3/25/27 128,000 128,610
Trust 2001-50, Cl. NE, 6%, 8/25/30 245,513 248,905
Trust 2001-70, Cl. LR, 6%, 9/25/30 247,386 252,237
Trust 2001-72, Cl. NH, 6%, 4/25/30 196,100 200,547
Trust 2001-74, Cl. PD, 6%, 5/25/30 82,196 83,311
Trust 2002-50, Cl. PD, 6%, 9/25/27 135,154 135,244
Trust 2002-77, Cl. WF, 2.81%,
12/18/32 3 215,956 217,232
Trust 2002-94, Cl. MA, 4.50%,
8/25/09 379,080 379,910
Trust 2003-81, Cl. PA, 5%, 2/25/12 123,425 123,879
Trust 2004-101, Cl. BG, 5%, 1/25/20 452,000 455,955
---------------------------------------------------------------------------
Federal National Mortgage Assn.,
Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates,
Interest-Only Stripped Mtg.-Backed
Security:
Trust 319, Cl. 2, (3.08)%, 2/1/32 5 201,591 38,748
Trust 2002-47, Cl. NS, 9.28%, 4/25/32 5 547,910 57,427
Trust 2002-51, Cl. S, 9.56%, 8/25/32 5 503,114 52,785

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
---------------------------------------------------------------------------
MORTGAGE-BACKED OBLIGATIONS Continued
---------------------------------------------------------------------------
Federal National Mortgage Assn.,
Interest-Only Stripped Mtg.-Backed
Security:
Trust 222, Cl. 2, (2.29)%, 6/1/23 5 $ 790,698 $ 147,319
Trust 240, Cl. 2, (1.13)%, 9/1/23 5 894,036 170,261
Trust 252, Cl. 2, (3.44)%, 11/1/23 5 620,633 121,916
Trust 254, Cl. 2, (0.11)%, 1/1/24 5 312,702 64,617
Trust 273, Cl. 2, 0.09%, 7/1/26 5 183,186 33,846
Trust 321, Cl. 2, (8.78)%, 3/1/32 5 2,284,022 453,893
Trust 333, Cl. 2, 1.60%, 3/1/33 5 1,321,951 285,900
Trust 334, Cl. 17, (16.18)%, 2/1/33 5 372,268 74,630
Trust 1993-223, Cl. PM, 0.73%,
10/25/23 5 362,450 37,700
Trust 2001-81, Cl. S, 13.68%, 1/25/32 5 237,430 28,958
Trust 2002-52, Cl. SD, 8.85%, 9/25/32 5 646,401 66,835
Trust 2002-77, Cl. SH, 21.15%,
12/18/32 5 283,634 28,723
Trust 2004-54, Cl. DS, 20.40%,
11/25/30 5 508,440 46,334
---------------------------------------------------------------------------
Federal National Mortgage Assn.,
Principal-Only Stripped Mtg.-Backed
Security, Trust 1993-184, Cl. M, 9.71%,
9/25/23 6 228,962 198,286
---------------------------------------------------------------------------
First Union National Bank/Lehman
Brothers/Bank of America Commercial
Mtg. Trust, Pass-Through Certificates,
Series 1998-C2, Cl. A2, 6.56%, 11/18/35 340,000 365,759
---------------------------------------------------------------------------
GE Capital Commercial Mortgage
Corp., Commercial Mtg. Obligations,
Series 2004-C3, Cl. A2, 4.433%, 7/10/39 320,000 324,250
---------------------------------------------------------------------------
GMAC Commercial Mortgage
Securities, Inc., Mtg. Pass-Through
Certificates, Series 1997-C1, Cl. A3,
6.869%, 7/15/29 261,670 276,996
---------------------------------------------------------------------------
GS Mortgage Securities Corp. II,
Commercial Mtg. Pass-Through
Certificates:
Series 2004-C1, Cl. A1, 3.659%,
10/10/28 297,939 294,700
Series 2004-GG2, Cl. A3, 4.602%,
8/10/38 200,000 204,057
---------------------------------------------------------------------------
GSR Mortgage Loan Trust,
Collateralized Mtg. Obligations,
Series 04-12, Cl. 3A1, 4.593%,
12/25/34 2,3 850,791 851,962
---------------------------------------------------------------------------
General Motors Acceptance Corp.
Commercial Mtg. Securities, Inc.,
Commercial Mtg. Obligations,
Series 2004-C3, Cl. A4, 4.547%,
12/10/41 260,000 260,684
---------------------------------------------------------------------------
Government National Mortgage Assn.:
7%, 11/15/08-1/15/24 257,724 273,775
7.50%, 1/15/09-6/15/24 482,837 517,232
8%, 5/15/17 114,290 125,163
8.50%, 8/15/17-12/15/17 112,301 123,705

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
---------------------------------------------------------------------------
MORTGAGE-BACKED OBLIGATIONS Continued
---------------------------------------------------------------------------
Government National Mortgage Assn.,
Interest-Only Stripped Mtg.-Backed
Security:
Series 2001-21, Cl. SB, 14.94%,
1/16/27 5 $ 473,833 $ 45,318
Series 2002-15, Cl. SM, 9.39%,
2/16/32 5 532,302 51,321
Series 2002-76, Cl. SY, 9.35%,
12/16/26 5 1,061,387 108,270
Series 2004-11, Cl. SM, 10.64%,
1/17/30 5 422,200 37,963
---------------------------------------------------------------------------
Mastr Alternative Loan Trust,
Pass-Through Collateralized Mtg.
Obligations, Series 2004-6, Cl. 10A1,
6%, 7/25/34 820,483 847,225
---------------------------------------------------------------------------
Mastr Asset Securitization Trust,
Pass-Through Collateralized Mtg.
Obligations, Series 2004-9, Cl. A3,
4.70%, 8/25/34 1,326,445 1,327,519
---------------------------------------------------------------------------
Mastr Seasoned Securities Trust,
Collateralized Mtg. Obligations,
Series 2004-2, Cl. PT65, 6.50%,
12/1/34 4 1,189,000 1,224,484
---------------------------------------------------------------------------
Nomura Asset Securities Corp.,
Commercial Mtg. Pass-Through
Certificates, Series 1998-D6, Cl. A1B,
6.59%, 3/15/30 380,000 411,268
---------------------------------------------------------------------------
Prudential Mortgage Capital Co. II
LLC, Commercial Mtg. Pass-Through
Certificates, Series PRU-HTG 2000-C1,
Cl. A2, 7.306%, 10/6/15 251,000 289,339
---------------------------------------------------------------------------
Washington Mutual Mortgage
Securities Corp., Collateralized Mtg.
Pass-Through Certificates, Series
2003-AR12, Cl. A2, 2.446%, 2/25/34 3 8,580 8,585
---------------------------------------------------------------------------
Wells Fargo Mortgage-Backed
Securities Trust, Collateralized Mtg.
Obligations:
Series 2004-DD, Cl. 2A1,
4.548%, 1/25/35 600,000 600,984
Series 2004-N, Cl. A10,
3.803%, 8/25/34 2 802,667 805,307
---------------
Total Mortgage-Backed Obligations
(Cost $78,823,613) 79,076,689

---------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS--4.3%
---------------------------------------------------------------------------
Federal Home Loan Bank Bonds,
3.125%, 9/15/06 915,000 914,421
---------------------------------------------------------------------------
Federal Home Loan Bank Unsec.
Bonds, 2.75%, 10/15/06 755,000 749,350

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
---------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS Continued
---------------------------------------------------------------------------
Federal National Mortgage Assn.
Unsec. Nts.:
4.25%, 7/15/07 $ 195,000 $ 199,206
6%, 5/15/08 3,500,000 3,769,021
7.25%, 1/15/10-5/15/30 1,785,000 2,097,979
---------------------------------------------------------------------------
Tennessee Valley Authority Bonds:
7.125%, 5/1/30 509,000 635,200
Series A, 6.79%, 5/23/12 3,937,000 4,540,007
---------------------------------------------------------------------------
U.S. Treasury Nts., 4.25%, 11/15/14 170,000 170,498
---------------
Total U.S. Government Obligations
(Cost $13,120,960) 13,075,682

---------------------------------------------------------------------------
FOREIGN GOVERNMENT OBLIGATIONS--0.1%
---------------------------------------------------------------------------
United Mexican States Nts., 7.50%,
1/14/12 (Cost $302,559) 300,000 340,950

---------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES--12.8%
---------------------------------------------------------------------------
Aetna, Inc., 7.375% Sr. Unsec. Nts.,
3/1/06 595,000 619,579
---------------------------------------------------------------------------
Allied Waste North America, Inc.,
8.875% Sr. Nts., Series B, 4/1/08 285,000 306,375
---------------------------------------------------------------------------
Allstate Financial Global Funding
LLC, 4.25% Nts., 9/10/08 7 120,000 121,515
---------------------------------------------------------------------------
Allstate Life Global Funding II,
3.50% Nts., 7/30/07 160,000 159,422
---------------------------------------------------------------------------
American Express Centurion Bank,
4.375% Nts., 7/30/09 250,000 254,242
---------------------------------------------------------------------------
American Honda Finance Corp.,
3.85% Nts., 11/6/08 7 360,000 359,314
---------------------------------------------------------------------------
AT&T Wireless Services, Inc., 7.50%
Sr. Unsec. Nts., 5/1/07 8 475,000 516,202
---------------------------------------------------------------------------
AXA, 8.60% Unsec. Sub. Nts., 12/15/30 520,000 685,002
---------------------------------------------------------------------------
Bank of America Corp., 4.875% Sr.
Unsec. Nts., 1/15/13 7,000 7,133
---------------------------------------------------------------------------
Bankers Trust Corp., 7.375% Unsec.
Sub. Nts., 5/1/08 50,000 55,503
---------------------------------------------------------------------------
Beazer Homes USA, Inc., 8.625% Sr.
Unsec. Nts., 5/15/11 295,000 323,025
---------------------------------------------------------------------------
Boeing Capital Corp., 5.65% Sr.
Unsec. Nts., 5/15/06 45,000 46,417
---------------------------------------------------------------------------
British Telecommunications plc:
7.875% Nts., 12/15/05 375,000 391,210
8.125% Nts., 12/15/10 240,000 288,553
---------------------------------------------------------------------------
Canadian National Railway Co.,
4.25% Nts., 8/1/09 82,000 82,738
---------------------------------------------------------------------------
CenterPoint Energy, Inc.:
5.875% Sr. Nts., 6/1/08 315,000 329,866
8.125% Unsec. Nts., Series B, 7/15/05 195,000 200,162
---------------------------------------------------------------------------
Chancellor Media CCU, 8% Sr.
Unsec. Nts., 11/1/08 580,000 651,757

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
---------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES Continued
---------------------------------------------------------------------------
Chesapeake Energy Corp., 7.50% Sr.
Nts., 6/15/14 $ 320,000 $ 351,200
---------------------------------------------------------------------------
CIGNA Corp., 7.40% Unsec. Nts.,
5/15/07 700,000 752,435
---------------------------------------------------------------------------
CIT Group, Inc., 7.75% Sr. Unsec.
Unsub. Nts., 4/2/12 330,000 391,178
---------------------------------------------------------------------------
Citizens Communications Co.,
9.25% Sr. Nts., 5/15/11 171,000 200,925
---------------------------------------------------------------------------
ConAgra Foods, Inc., 6% Nts.,
9/15/06 300,000 312,486
---------------------------------------------------------------------------
Conectiv, Inc., 5.30% Unsec. Unsub.
Nts., Series B, 6/1/05 87,000 87,715
---------------------------------------------------------------------------
Cox Communications, Inc., 7.875%
Unsec. Nts., 8/15/09 390,000 443,076
---------------------------------------------------------------------------
CSX Corp., 6.25% Unsec. Nts.,
10/15/08 305,000 329,121
---------------------------------------------------------------------------
D.R. Horton, Inc., 6.125% Nts.,
1/15/14 295,000 305,325
---------------------------------------------------------------------------
DaimlerChrysler North America
Holding Corp., 4.75% Unsec. Nts.,
1/15/08 590,000 603,020
---------------------------------------------------------------------------
Delphi Automotive Systems Corp.,
6.50% Nts., 5/1/09 355,000 365,224
---------------------------------------------------------------------------
Deutsche Telekom International
Finance BV, 8.50% Unsub. Nts.,
6/15/10 420,000 500,935
---------------------------------------------------------------------------
Dominion Resources, Inc., 8.125%
Sr. Unsub. Nts., 6/15/10 365,000 430,100
---------------------------------------------------------------------------
DTE Energy Co., 6.45% Sr. Unsub.
Nts., 6/1/06 270,000 281,165
---------------------------------------------------------------------------
Duke Capital LLC, 5.668% Nts.,
8/15/14 310,000 320,465
---------------------------------------------------------------------------
Federated Department Stores, Inc.,
6.625% Sr. Unsec. Nts., 9/1/08 405,000 441,257
---------------------------------------------------------------------------
FedEx Corp., 2.65% Unsec. Nts.,
4/1/07 655,000 641,869
---------------------------------------------------------------------------
FirstEnergy Corp.:
5.50% Sr. Unsub. Nts., Series A,
11/15/06 225,000 232,376
7.375% Sr. Unsub. Nts., Series C,
11/15/31 260,000 297,848
---------------------------------------------------------------------------
Food Lion, Inc., 7.55% Nts., 4/15/07 400,000 434,619
---------------------------------------------------------------------------
Ford Holdings, Inc., 9.30% Unsec.
Unsub. Debs., 3/1/30 100,000 117,591
---------------------------------------------------------------------------
Ford Motor Credit Co., 7.375% Nts.,
10/28/09 110,000 118,774
---------------------------------------------------------------------------
France Telecom SA:
7.95% Sr. Unsec. Nts., 3/1/06 230,000 241,559
8.50% Sr. Unsec. Nts., 3/1/11 325,000 388,171
9.25% Sr. Unsec. Nts., 3/1/31 3 75,000 101,970

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
---------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES Continued
---------------------------------------------------------------------------
Franklin Resources, Inc., 3.70% Nts.,
4/15/08 $ 215,000 $ 214,656
---------------------------------------------------------------------------
Gap, Inc. (The):
6.90% Nts., 9/15/07 2 171,000 184,680
10.55% Unsub. Nts., 12/15/08 69,000 84,353
---------------------------------------------------------------------------
General Mills, Inc., 3.875% Nts.,
11/30/07 470,000 471,824
---------------------------------------------------------------------------
General Motors Acceptance Corp.,
7.25% Nts., 3/2/11 1,090,000 1,142,601
---------------------------------------------------------------------------
General Motors Corp., 8.375% Sr.
Unsec. Debs., 7/15/33 15,000 15,584
---------------------------------------------------------------------------
Hartford Financial Services Group,
Inc. (The), 2.375% Nts., 6/1/06 175,000 171,859
--------------------------------------------------------------------------
Hertz Corp. (The), 6.35% Nts., 6/15/10 665,000 682,329
---------------------------------------------------------------------------
Hilton Hotels Corp., 7.95% Sr. Nts.,
4/15/07 225,000 244,857
---------------------------------------------------------------------------
Household Finance Corp., 8.875% Sr.
Unsec. Nts., 2/15/06 335,000 354,720
---------------------------------------------------------------------------
Hutchison Whampoa International
Ltd., 7.45% Sr. Bonds, 11/24/33 7 250,000 278,144
---------------------------------------------------------------------------
IPALCO Enterprises, Inc., 8.375% Sr.
Sec. Nts., 11/14/08 2,3 265,000 299,450
---------------------------------------------------------------------------
iStar Financial, Inc.:
4.875% Sr. Unsec. Nts., Series B,
1/15/09 270,000 274,304
8.75% Sr. Unsec. Nts., 8/15/08 195,000 222,538
---------------------------------------------------------------------------
J.C. Penney Co., Inc., 8% Nts., 3/1/10 585,000 671,288
---------------------------------------------------------------------------
John Hancock Global Funding II,
7.90% Nts., 7/2/10 7 288,000 337,595
---------------------------------------------------------------------------
Kinder Morgan, Inc., 6.50% Sr.
Unsec. Nts., 9/1/12 365,000 401,810
---------------------------------------------------------------------------
Kraft Foods, Inc., 5.25% Nts., 6/1/07 725,000 751,434
---------------------------------------------------------------------------
Kroger Co. (The), 7.80% Sr. Nts.,
8/15/07 445,000 488,317
---------------------------------------------------------------------------
Lear Corp., 8.11% Sr. Unsec. Nts.,
Series B, 5/15/09 495,000 561,926
---------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.,
7% Nts., 2/1/08 375,000 410,005
---------------------------------------------------------------------------
Lehman Brothers, Inc., 6.625% Sr.
Sub. Nts., 2/15/08 60,000 64,827
---------------------------------------------------------------------------
Lennar Corp., 5.95% Sr. Unsec. Nts.,
3/1/13 285,000 302,303
---------------------------------------------------------------------------
Liberty Media Corp., 3.50% Nts.,
9/25/06 265,000 263,637
---------------------------------------------------------------------------
Liberty Property Trust, 5.65% Sr.
Nts., 8/15/14 300,000 308,807
---------------------------------------------------------------------------
Marsh & McLennan Cos., Inc.,
5.375% Nts., 7/15/14 115,000 112,569
---------------------------------------------------------------------------
May Department Stores Co., 3.95%
Nts., 7/15/07 41,000 41,094

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
---------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES Continued
---------------------------------------------------------------------------
MBNA America Bank NA, 5.375%
Nts., 1/15/08 $ 470,000 $ 491,228
---------------------------------------------------------------------------
McDonnell Douglas Corp., 6.875%
Unsec. Unsub. Nts., 11/1/06 81,000 85,775
---------------------------------------------------------------------------
Merrill Lynch & Co., Inc., 4.125%
Nts., 9/10/09 625,000 625,232
---------------------------------------------------------------------------
MidAmerican Energy Holdings Co.,
5.875% Sr. Unsec. Nts., 10/1/12 655,000 695,146
---------------------------------------------------------------------------
Morgan Stanley, 6.60% Nts., 4/1/12 430,000 480,285
---------------------------------------------------------------------------
National City Bank, 6.20% Sub. Nts.,
12/15/11 40,000 44,037
---------------------------------------------------------------------------
Nationwide Financial Services, Inc.,
5.90% Nts., 7/1/12 345,000 364,859
---------------------------------------------------------------------------
NiSource Finance Corp.:
3.20% Nts., 11/1/06 45,000 44,616
7.875% Sr. Unsec. Nts., 11/15/10 475,000 559,070
---------------------------------------------------------------------------
Northrop Grumman Corp., 7.125%
Sr. Nts., 2/15/11 390,000 448,132
---------------------------------------------------------------------------
Petroleos Mexicanos, 9.50% Sr. Sub.
Nts., 9/15/27 200,000 251,500
---------------------------------------------------------------------------
PF Export Receivables Master Trust,
3.748% Sr. Nts., Series B, 6/1/13 7 224,249 217,740
---------------------------------------------------------------------------
Prudential Holdings LLC, 8.695%
Bonds, Series C, 12/18/23 7 510,000 649,296
---------------------------------------------------------------------------
Prudential Insurance Co. of America,
8.30% Nts., 7/1/25 7 730,000 934,766
---------------------------------------------------------------------------
PSEG Energy Holdings LLC, 7.75%
Unsec. Nts., 4/16/07 2 315,000 334,688
---------------------------------------------------------------------------
Safeway, Inc., 4.80% Sr. Unsec. Nts.,
7/16/07 575,000 588,967
---------------------------------------------------------------------------
Spieker Properties LP, 6.75% Unsec.
Unsub. Nts., 1/15/08 485,000 526,033
---------------------------------------------------------------------------
Sprint Capital Corp.:
7.125% Sr. Unsec. Nts., 1/30/06 300,000 312,115
8.75% Nts., 3/15/32 270,000 360,831
---------------------------------------------------------------------------
Starwood Hotels & Resorts
Worldwide, Inc., 7.375% Nts., 5/1/07 190,000 203,538
---------------------------------------------------------------------------
SunTrust Banks, Inc.:
4% Nts., 10/15/08 315,000 318,180
7.75% Unsec. Sub. Nts., 5/1/10 28,000 32,556
---------------------------------------------------------------------------
TCI Communications, Inc., 9.80% Sr.
Unsec. Debs., 2/1/12 560,000 722,807
---------------------------------------------------------------------------
TECO Energy, Inc., 10.50% Sr. Unsec.
Nts., 12/1/07 255,000 295,163
---------------------------------------------------------------------------
Telefonos de Mexico SA de CV,
4.50% Nts., 11/19/08 255,000 257,337
---------------------------------------------------------------------------
Time Warner Cos., Inc., 9.125%
Debs., 1/15/13 375,000 482,801
---------------------------------------------------------------------------
Time Warner Entertainment Co. LP,
10.15% Sr. Nts., 5/1/12 185,000 243,035

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
---------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES Continued
---------------------------------------------------------------------------
Toll Corp., 8.25% Sr. Sub. Nts.,
12/1/11 $ 295,000 $ 327,450
---------------------------------------------------------------------------
TXU Corp., 4.80% Nts., 11/15/09 7 275,000 275,782
---------------------------------------------------------------------------
Tyco International Group SA:
6.375% Sr. Unsec. Unsub. Nts., 2/15/06 420,000 434,111
6.75% Sr. Unsub. Nts., 2/15/11 203,000 227,808
---------------------------------------------------------------------------
Univision Communications, Inc.:
2.875% Sr. Unsec. Nts., 10/15/06 81,000 79,961
3.50% Sr. Unsec. Nts., 10/15/07 425,000 420,260
---------------------------------------------------------------------------
Volkswagen Credit, Inc., 2.33% Nts.,
7/21/05 3,7 615,000 615,052
---------------------------------------------------------------------------
Vornado Realty LP, 5.625% Sr. Unsec.
Unsub. Nts., 6/15/07 590,000 612,903
---------------------------------------------------------------------------
Walt Disney Co. (The), 5.375% Sr.
Unsec. Nts., 6/1/07 395,000 410,836
---------------------------------------------------------------------------
Waste Management, Inc.:
7% Sr. Nts., 7/15/28 105,000 118,790
7.125% Sr. Unsec. Nts., 10/1/07 350,000 380,371
7.75% Sr. Unsec. Nts., 5/15/32 100,000 124,237
---------------------------------------------------------------------------
Weyerhaeuser Co., 5.50% Unsec.
Unsub. Nts., 3/15/05 132,000 132,614
---------------------------------------------------------------------------
Yum! Brands, Inc., 8.50% Sr. Unsec.
Nts., 4/15/06 610,000 648,194
---------------
Total Non-Convertible Corporate
Bonds and Notes (Cost $37,554,698) 38,824,032

---------------------------------------------------------------------------
STRUCTURED NOTES--0.9%
---------------------------------------------------------------------------
Deutsche Bank AG, COUNTS Corp.
Sec. Credit Linked Nts., Series 2003-1,
3.78%, 1/7/05 2,3 (Cost $2,650,000) 2,650,000 2,642,050

---------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--1.7%
---------------------------------------------------------------------------
Undivided interest of 0.35% in joint
repurchase agreement (Principal Amount/
Value $1,443,703,000, with a maturity
value of $1,443,962,867) with UBS Warburg
LLC, 2.16%, dated 12/31/04, to be
repurchased at $5,091,916 on 1/3/05,
collateralized by Federal National Mortgage
Assn., 5%-6%, 4/1/34-10/1/34, with a value
of $1,474,609,071 (Cost $5,091,000) 5,091,000 5,091,000

---------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $324,686,897) 113.2% 342,768,095
---------------------------------------------------------------------------
LIABILITIES IN EXCESS
OF OTHER ASSETS (13.2) (39,879,357)
-------------------------------
NET ASSETS 100.0% $ 302,888,738
===============================

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

2. Illiquid security. The aggregate value of illiquid securities as of December
31, 2004 was $8,354,943, which represents 2.76% of the Portfolio's net assets.
See Note 7 of Notes to Financial Statements.

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

4. When-issued security or forward commitment to be delivered and settled after
December 31, 2004. See Note 1 of Notes to Financial Statements.

5. Interest-Only Strips represent the right to receive the monthly interest
payments on an underlying pool of mortgage loans. These securities typically
decline in price as interest rates decline. Most other fixed income securities
increase in price when interest rates decline. The principal amount of the
underlying pool represents the notional amount on which current interest is
calculated. The price of these securities is typically more sensitive to changes
in prepayment rates than traditional mortgage-backed securities (for example,
GNMA pass-throughs). Interest rates disclosed represent current yields based
upon the current cost basis and estimated timing and amount of future cash
flows. These securities amount to $2,273,304 or 0.75% of the Portfolio's net
assets as of December 31, 2004.

6. Principal-Only Strips represent the right to receive the monthly principal
payments on an underlying pool of mortgage loans. The value of these securities
generally increases as interest rates decline and prepayment rates rise. The
price of these securities is typically more volatile than that of coupon-bearing
bonds of the same maturity. Interest rates disclosed represent current yields
based upon the current cost basis and estimated timing of future cash flows.
These securities amount to $288,409 or 0.10% of the Portfolio's net assets as of
December 31, 2004.

7. 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
Directors. These securities amount to $3,789,204 or 1.25% of the Portfolio's net
assets as of December 31, 2004.

8. All or a portion of the security is held in collateralized accounts to cover
initial margin requirements on open futures sales contracts with an aggregate
market value of $217,348. See Note 5 of Notes to Financial Statements.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

--------------------------------------------------------------------------
EXPENSES
--------------------------------------------------------------------------
Management fees 1,946,204
--------------------------------------------------------------------------
Custodian fees and expenses 16,329
--------------------------------------------------------------------------
Accounting service fees 15,000
--------------------------------------------------------------------------
Transfer and shareholder servicing agent fees 10,000
--------------------------------------------------------------------------
Directors' compensation 9,389
--------------------------------------------------------------------------
Shareholder communications 6,335
--------------------------------------------------------------------------
Other 40,159
--------------
Total expenses 2,043,416
Less reduction to custodian expenses (1,616)
--------------
Net expenses 2,041,800

--------------------------------------------------------------------------
NET INVESTMENT INCOME 6,218,144
--------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
--------------------------------------------------------------------------
Net realized gain on:
Investments 16,963,515
Closing of futures contracts 865,398
Swap contracts 100,462
--------------
Net realized gain 17,929,375
--------------------------------------------------------------------------
Net change in unrealized appreciation on:
Investments 3,478,148
Futures contracts 71,764
Swap contracts 13,871
--------------
Net change in unrealized appreciation 3,563,783

--------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 27,711,302
==============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

OPERATIONS
--------------------------------------------------------------------------------------------------------------
Net investment income $ 6,218,144 $ 6,718,387
--------------------------------------------------------------------------------------------------------------
Net realized gain 17,929,375 9,754,056
--------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) 3,563,783 43,445,647
-------------------------------
Net increase in net assets resulting from operations 27,711,302 59,918,090

--------------------------------------------------------------------------------------------------------------
NET ASSETS
--------------------------------------------------------------------------------------------------------------
Total increase (decrease) (25,032,628) 15,346,195
--------------------------------------------------------------------------------------------------------------
Beginning of period 327,921,366 312,575,171
-------------------------------
End of period (including accumulated net investment income of $6,831,311
and $6,746,126, respectively) $ 302,888,738 $ 327,921,366
===============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
----------------------------------------------------------------------------------------------------------------------------

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

3. Annualized for periods of less than one full year.

4. Reduction to custodian expenses less than 0.01%.

5. The portfolio turnover rate excludes purchase transactions and sales
transactions of To Be Announced (TBA) mortgage-related securities of
$739,617,290 and $758,374,784, respectively.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

Total Return Portfolio (the Portfolio) is a series of Panorama Series Fund, Inc.
(the Company), which is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company. The Portfolio's
investment objective is to seek to maximize total investment return (including
capital appreciation and income) principally by allocating its assets among
stocks, corporate bonds, U.S. government securities and money market
instruments, according to changing market conditions. The Portfolio's investment
advisor is OppenheimerFunds, Inc. (the Manager). Shares of the Portfolio are
sold only to separate accounts of life insurance companies, a majority of such
shares are held by separate accounts of Massachusetts Mutual Life Insurance Co.,
an affiliate of the investment advisor.

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

--------------------------------------------------------------------------------
STRUCTURED NOTES. The Portfolio invests in structured notes whose market values,
interest rates and/or redemption prices are linked to the performance of
underlying foreign currencies, interest rate spreads, stock market indices,
prices of individual securities, commodities or other financial instruments or
the occurrence of other specific events. The structured notes are often
leveraged, increasing the volatility of each note's market value relative to the
change in the underlying linked financial element or event. Fluctuations in
value of these securities are recorded as unrealized gains and losses in the
accompanying financial statements. The Portfolio records a realized gain or loss
when a structured note is sold or matures. As of December 31, 2004, the market
value of these securities comprised 0.9% of the Portfolio's net assets and
resulted in unrealized cumulative losses of $7,950.

--------------------------------------------------------------------------------
SECURITIES ON A WHEN-ISSUED BASIS OR FORWARD COMMITMENT. Delivery and payment
for securities that have been purchased by the Portfolio on a when-issued basis
or forward commitment can take place up to ten days or more after the trade
date. Normally the settlement date occurs within six months after the trade
date; however, the Portfolio may, from time to time, purchase securities whose
settlement date extends six months or more beyond 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 Portfolio
maintains internally designated assets with a market value equal to or greater
than the amount of its purchase commitments. The purchase of securities on a
when-issued basis or forward commitment may increase the volatility of the
Portfolio's net asset value to the extent the Portfolio executes such
transactions while remaining substantially fully invested. The Portfolio may
also sell securities that it purchased on a when-issued basis or forward
commitment prior to settlement of the original purchase. As of December 31,
2004, the Portfolio had purchased $58,400,150 of securities on a when-issued
basis or forward commitment and sold $16,794,250 of securities issued on a
when-issued basis or forward commitment.

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

1. As of December 31, 2004, the Portfolio had $130,781,491 of net capital loss
carryforwards available to offset future realized capital gains, if any, and
thereby reduce future taxable gain distributions. As of December 31, 2004,
details of the capital loss carryforwards were as follows:

EXPIRING
-------------------------
2009 $ 60,757,600
2010 70,023,891
-------------
Total $ 130,781,491
=============

2. During the fiscal year ended December 31, 2004, the Portfolio utilized
$17,313,646 of capital loss carryforward to offset capital gains realized in
that fiscal year.

3. During the fiscal year ended December 31, 2003, the Portfolio utilized
$3,339,911 of capital loss carryforward to offset capital gains realized in that
fiscal year.

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Portfolio. Accordingly,
the followingamounts have been reclassified for December 31, 2004. Net assets of the
Portfolio were unaffected by the reclassifications.

INCREASE TO INCREASE TO
ACCUMULATED ACCUMULATED NET
NET INVESTMENT REALIZED LOSS
INCOME ON INVESTMENTS
------------------------------------
$622,754 $622,754

The tax character of distributions paid during the years ended December 31, 2004
and December 31, 2003 was as follows:

YEAR ENDED YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003
------------------------------------------------------------------
Distributions paid from:
Ordinary income $6,755,713 $10,318,915

Federal tax cost of securities $ 324,877,127
Federal tax cost of other investments (13,993,906)
--------------
Total federal tax cost $ 310,883,221
==============
Gross unrealized appreciation $ 20,816,100
Gross unrealized depreciation (2,933,105)
--------------
Net unrealized appreciation $ 17,882,995
==============
--------------------------------------------------------------------------------
DIRECTORS' COMPENSATION. The Board of Directors has adopted a deferred
compensation plan for independent directors that enables directors to elect to
defer receipt of all or a portion of the annual compensation they are entitled
to receive from the Portfolio. For purposes of determining the amount owed to
the Director under the plan, deferred amounts are treated as though equal dollar
amounts had been invested in shares of the Portfolio or in other Oppenheimer
funds selected by the Director. The Portfolio purchases shares of the funds
selected for deferral by the Director in amounts equal to his or her deemed
investment, resulting in a Portfolio asset equal to the deferred compensation
liability. Such assets are included as a component of "Other" within the asset
section of the Statement of Assets and Liabilities. Deferral of directors' fees
under the plan will not affect the net assets of the Portfolio, and will not
materially affect the Portfolio's assets, liabilities or net investment income
per share. Amounts will be deferred until distributed in accordance to the Plan.

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

cash balances maintained by the Portfolio during the period. Such interest
expense and other custodian fees may be paid with these earnings.

--------------------------------------------------------------------------------
2. SHARES OF CAPITAL STOCK

The Portfolio has authorized 1.51 billion shares of $0.001 par value capital
stock. Transactions in shares of capital stock were as follows:

YEAR ENDED DECEMBER 31, 2004 YEAR ENDED DECEMBER 31, 2003
SHARES AMOUNT SHARES AMOUNT
---------------------------------------------------------------------------------------------------------

Sold 1,689,841 $ 2,138,861 4,700,517 $ 5,228,306
Dividends and/or distributions reinvested 5,404,571 6,755,713 10,318,915 10,318,915
Redeemed (43,457,996) (54,882,791) (44,620,806) (49,800,201)
-------------------------------------------------------------
Net decrease (36,363,584) $(45,988,217) (29,601,374) $(34,252,980)
=============================================================
--------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, other
than U.S. government obligations and short-term obligations, for the year ended
December 31, 2004, were $402,615,479 and $430,957,763, respectively. There were
purchases of $24,680,167 and sales of $26,403,162 of U.S. government and
government agency obligations for the year ended December 31, 2004. In addition,
there were purchases of $739,617,290 and sales of $758,374,784 of To Be
Announced (TBA) mortgage-related securities.

--------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Portfolio which provides for a fee at an
annual rate of 0.625% of the first $600 million of average daily net assets of
the Portfolio and 0.45% of average daily net assets in excess of $600 million.

--------------------------------------------------------------------------------
PAYMENTS AND WAIVERS OF EXPENSES. OFS has voluntarily agreed to limit transfer
and shareholder servicing agent fees to 0.35% of average annual net assets of
the Portfolio. This undertaking may be amended or withdrawn at any time.
--------------------------------------------------------------------------------
5. FUTURES CONTRACTS

As of December 31, 2004, the Portfolio had outstanding futures contracts as
follows:

CONTRACTS TO PURCHASE
U.S. Long Bonds 3/21/05 131 $147,737,500 $ 147,218
U.S. Treasury Nts., 10 yr. 3/21/05 19 2,126,813 2,288
--------------
149,506
--------------
CONTRACTS TO SELL
U.S. Treasury Nts., 2 yr. 3/31/05 93 19,492,219 18,951
U.S. Treasury Nts., 5 yr. 3/21/05 104 11,391,250 (15,273)
--------------
3,678
--------------
$ 153,184
==============

--------------------------------------------------------------------------------
6. TOTAL RETURN SWAP CONTRACTS

The Portfolio may enter into a total return swap transaction to maintain a total
return on a particular investment, or portion of its portfolio, or for other
non-speculative purposes. Because the principal amount is not exchanged, it
represents neither an asset nor a liability to either counterparty, and is
referred to as notional. The Portfolio records an increase or decrease to
unrealized gain (loss), in the amount due to or owed by the Portfolio at
termination or settlement. Total return swaps are subject to risks (if the
counterparty fails to meet its obligations).

23 | TOTAL RETURN PORTFOLIO

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
6. TOTAL RETURN SWAP CONTRACTS Continued

As of December 31, 2004, the Portfolio had entered into the following total
return swap agreements:

Value of
One-Month total return of
LIBOR less 50 Lehman Brothers
Deutsche Bank AG $1,860,000 basis points CMBS Index 1/1/05 $ 9,266
Value of
total return of
One-Month Lehman Brothers
Goldman Sachs Capital Markets LP 1,860,000 LIBOR BBA CMBS Index 3/31/05 8,011
------------
$ 17,277
============

Index abbreviations are as follows:

CMBS Commercial Mortgage Backed Securities Markets
LIBOR London-Interbank Offered Rate
LIBOR BBA London-Interbank Offered Rate British Bankers Association

--------------------------------------------------------------------------------
7. ILLIQUID SECURITIES

As of December 31, 2004, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Portfolio will not invest more than 15% of its net assets (determined at the
time of purchase and reviewed periodically) in illiquid securities.

--------------------------------------------------------------------------------
8. LITIGATION

24 | TOTAL RETURN PORTFOLIO

Appendix A

RATINGS DEFINITIONS

Below are summaries of the rating definitions used by the
nationally-recognized rating agencies listed below. Those ratings represent
the opinion of the agency as to the credit quality of issues that they rate.
The summaries below are based upon publicly available information provided by
the rating organizations.

Moody's Investors Service, Inc. ("Moody's")

LONG-TERM RATINGS: BONDS AND PREFERRED STOCK ISSUER RATINGS

Aaa: Bonds and preferred stock rated "Aaa" are judged to be the best quality.
They carry the smallest degree of investment risk. Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, the
changes that can be expected are most unlikely to impair the fundamentally
strong position of such issues.

Aa: Bonds and preferred stock rated "Aa" are judged to be of high quality by
all standards. Together with the "Aaa" group, they comprise what are
generally known as high-grade bonds. They are rated lower than the best
bonds because margins of protection may not be as large as with "Aaa"
securities or fluctuation of protective elements may be of greater amplitude
or there may be other elements present which make the long-term risk appear
somewhat larger than that of "Aaa" securities.

A: Bonds and preferred stock rated "A" possess many favorable investment
attributes and are to be considered as upper-medium grade obligations.
Factors giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment some
time in the future.

Baa: Bonds and preferred stock rated "Baa" are considered medium-grade
obligations; that is, they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and have speculative characteristics as well.

Ba: Bonds and preferred stock rated "Ba" are judged to have speculative
elements. Their future cannot be considered well-assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B: Bonds and preferred stock rated "B" generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may
be small.

Caa: Bonds and preferred stock rated "Caa" are of poor standing. Such issues
may be in default or there may be present elements of danger with respect to
principal or interest.
Ca: Bonds and preferred stock rated "Ca" represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

C: Bonds and preferred stock rated "C" are the lowest class of rated bonds
and can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from "Aa" through "Caa." The modifier "1" indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier "2" indicates a mid-range ranking; and the modifier "3" indicates a
ranking in the lower end of that generic rating category. Advanced refunded
issues that are secured by certain assets are identified with a # symbol.

PRIME RATING SYSTEM (SHORT-TERM RATINGS - TAXABLE DEBT)
These ratings are opinions of the ability of issuers to honor senior
financial obligations and contracts. Such obligations generally have an
original maturity not exceeding one year, unless explicitly noted.

Prime-1: Issuer has a superior ability for repayment of senior short-term
debt obligations.

Prime-2: Issuer has a strong ability for repayment of senior short-term debt
obligations. Earnings trends and coverage ratios, while sound, may be more
subject to variation. Capitalization characteristics, while appropriate, may
be more affected by external conditions. Ample alternate liquidity is
maintained.

Prime-3: Issuer has an acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and profitability may result
in changes in the level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate liquidity is
maintained.

Not Prime: Issuer does not fall within any Prime rating category.

Standard & Poor's Ratings Services ("Standard & Poor's"), a division of The
McGraw-Hill Companies, Inc.

LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based in varying degrees, on the following
considerations:
o Likelihood of payment-capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance with the terms
of the obligation;
o Nature of and provisions of the obligation; and
o Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under the
laws of bankruptcy and other laws affecting creditors' rights.
The issue ratings definitions are expressed in terms of default risk. As
such, they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority
in bankruptcy, as noted above.

AAA: An obligation rated "AAA" have the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA: An obligation rated "AA" differ from the highest rated obligations only
in small degree. The obligor's capacity to meet its financial commitment on
the obligation is very strong.

A: An obligation rated "A" are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations
in higher-rated categories. However, the obligor's capacity to meet its
financial commitment on the obligation is still strong.

BBB: An obligation rated "BBB" exhibit adequate protection parameters.
However, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

BB, B, CCC, CC, and C
An obligation rated `BB', `B', `CCC', `CC', and `C' are regarded as having
significant speculative characteristics. `BB' indicates the least degree of
speculation and `C' the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

BB: An obligation rated "BB" are less vulnerable to nonpayment than other
speculative issues. However, they face major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to the obligor's inadequate capacity to meet its financial commitment on
the obligation.

B: An obligation rated "B" are more vulnerable to nonpayment than obligations
rated "BB", but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet
its financial commitment on the obligation.

CCC: An obligation rated "CCC" are currently vulnerable to nonpayment, and
are dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation. In the event
of adverse business, financial, or economic conditions, the obligor is not
likely to have the capacity to meet its financial commitment on the
obligation.

CC: An obligation rated "CC" are currently highly vulnerable to nonpayment.

C: Subordinated debt or preferred stock obligations rated "C" are currently
highly vulnerable to nonpayment. The "C" rating may be used to cover a
situation where a bankruptcy petition has been filed or similar action taken,
but payments on this obligation are being continued. A "C" also will be
assigned to a preferred stock issue in arrears on dividends or sinking fund
payments, but that is currently paying.

D: An obligation rated "D" are in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes
that such payments will be made during such grace period. The "D" rating also
will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

The ratings from "AA" to "CCC" may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within the major rating
categories.

c: The `c' subscript is used to provide additional information to investors
that the bank may terminate its obligation to purchase tendered bonds if the
long-term credit rating of the issuer is below an investment-grade level
and/or the issuer's bonds are deemed taxable.

p: The letter `p' indicates that the rating is provisional. A provisional
rating assumes the successful completion of the project financed by the debt
being rated and indicates that payment of debt service requirements is
largely or entirely dependent upon the successful, timely completion of the
project. This rating, however, while addressing credit quality subsequent to
completion of the project, makes no comment on the likelihood of or the risk
of default upon failure of such completion. The investor should exercise his
own judgment with respect to such likelihood and risk.

Continuance of the ratings is contingent upon Standard & Poor's receipt of an
executed copy of the escrow agreement or closing documentation confirming
investments and cash flows.

r: The `r' highlights derivative, hybrid, and certain other obligations that
Standard & Poor's believes may experience high volatility or high variability
in expected returns as a result of noncredit risks. Examples of such
obligations are securities with principal or interest return indexed to
equities, commodities, or currencies; certain swaps and options; and
interest-only and principal-only mortgage securities. The absence of an `r'
symbol should not be taken as an indication that an obligation will exhibit
no volatility or variability in total return.

N.R. Not rated.

Debt obligations of issuers outside the United States and its territories are
rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into
account currency exchange and related uncertainties.

Bond Investment Quality Standards

Under present commercial bank regulations issued by the Comptroller of the
Currency, bonds rated in the top four categories (`AAA', `AA', `A', `BBB',
commonly known as investment-grade ratings) generally are regarded as
eligible for bank investment. Also, the laws of various states governing
legal investments impose certain rating or other standards for obligations
eligible for investment by savings banks, trust companies, insurance
companies, and fiduciaries in general

SHORT-TERM ISSUE CREDIT RATINGS
Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity of no more than 365 days-including
commercial paper.

A-1: A short-term obligation rated "A-1" is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity
to meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated "A-2" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated "A-3" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.

B: A short-term obligation rated "B" is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet
its financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet
its financial commitment on the obligation.

C: A short-term obligation rated "C" is currently vulnerable to nonpayment
and is dependent upon favorable business, financial, and economic conditions
for the obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The "D"
rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action if payments on an obligation are jeopardized.

NOTES:
A Standard & Poor's note rating reflects the liquidity factors and market
access risks unique to notes. Notes due in three years or less will likely
receive a note rating. Notes maturing beyond three years will most likely
receive a long-term debt rating. The following criteria will be used in
making that assessment:
o Amortization schedule-the larger the final maturity relative to other
maturities, the more likely it will
be treated as a note; and
o Source of payment-the more dependent the issue is on the market for its
refinancing, the more likely
it will be treated as a note.

SP-1: Strong capacity to pay principal and interest. An issue with a very
strong capacity to pay debt service is given a (+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.

SP-3: Speculative capacity to pay principal and interest.

Fitch, Inc.
International credit ratings assess the capacity to meet foreign currency or
local currency commitments. Both "foreign currency" and "local currency"
ratings are internationally comparable assessments. The local currency rating
measures the probability of payment within the relevant sovereign state's
currency and jurisdiction and therefore, unlike the foreign currency rating,
does not take account of the possibility of foreign exchange controls
limiting transfer into foreign currency.

INTERNATIONAL LONG-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency
ratings.

Investment Grade:

AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in the case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.
AA: Very High Credit Quality. "AA" ratings denote a very low expectation of
credit risk. They indicate a very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

A: High Credit Quality. "A" ratings denote a low expectation of credit risk.
The capacity for timely payment of financial commitments is considered
strong. This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher ratings.

BBB: Good Credit Quality. "BBB" ratings indicate that there is currently a
low expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and
in economic conditions are more likely to impair this capacity. This is the
lowest investment-grade category.

Speculative Grade:

BB: Speculative. "BB" ratings indicate that there is a possibility of credit
risk developing, particularly as the result of adverse economic change over
time. However, business or financial alternatives may be available to allow
financial commitments to be met. Securities rated in this category are not
investment grade.

B: Highly Speculative. "B" ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met. However, capacity for continued payment is contingent
upon a sustained, favorable business and economic environment.

CCC, CC C: High Default Risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained, favorable
business or economic developments. A "CC" rating indicates that default of
some kind appears probable. "C" ratings signal imminent default.

DDD, DD, and D: Default. The ratings of obligations in this category are
based on their prospects for achieving partial or full recovery in a
reorganization or liquidation of the obligor. While expected recovery values
are highly speculative and cannot be estimated with any precision, the
following serve as general guidelines. "DDD" obligations have the highest
potential for recovery, around 90%-100% of outstanding amounts and accrued
interest. "DD" indicates potential recoveries in the range of 50%-90%, and
"D" the lowest recovery potential, i.e., below 50%.

Entities rated in this category have defaulted on some or all of their
obligations. Entities rated "DDD" have the highest prospect for resumption of
performance or continued operation with or without a formal reorganization
process. Entities rated "DD" and "D" are generally undergoing a formal
reorganization or liquidation process; those rated "DD" are likely to satisfy
a higher portion of their outstanding obligations, while entities rated "D"
have a poor prospect for repaying all obligations.

Plus (+) and minus (-) signs may be appended to a rating symbol to denote
relative status within the major rating categories. Plus and minus signs are
not added to the "AAA" category or to categories below "CCC," nor to
short-term ratings other than "F1" (see below).

INTERNATIONAL SHORT-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency
ratings. A short-term rating has a time horizon of less than 12 months for
most obligations, or up to three years for U.S. public finance securities,
and thus places greater emphasis on the liquidity necessary to meet financial
commitments in a timely manner.

F1: Highest credit quality. Strongest capacity for timely payment of
financial commitments. May have an added "+" to denote any exceptionally
strong credit feature.

F2: Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the
case of higher ratings.

F3: Fair credit quality. Capacity for timely payment of financial commitments
is adequate. However, near-term adverse changes could result in a reduction
to non-investment grade.

B: Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.

C: High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business
and economic environment.

D: Default. Denotes actual or imminent payment default.

Appendix B

Industry Classifications

Aerospace & Defense Household Products
Air Freight & Couriers Industrial Conglomerates
Airlines Insurance
Auto Components Internet & Catalog Retail
Automobiles Internet Software & Services
Beverages IT Services
Biotechnology Leisure Equipment & Products
Building Products Machinery
Chemicals Marine
Consumer Finance Media
Commercial Banks Metals & Mining
Commercial Services & Supplies Multiline Retail
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Panorama Series Fund, Inc.
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Internet Website:
www.oppenheimerfunds.com

Investment Advisor
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008

Distributor
OppenheimerFunds Distributor, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1.800.CALL OPP (225.5677)

Custodian Bank
JPMorgan Chase Bank
4 Chase Metro Tech Center
Brooklyn, New York, 11245

Independent Registered Public Accounting Firm
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

Counsel to the Funds
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

Counsel to the Independent Directors
Bell, Boyd & Lloyd LLC
70 West Madison Street, Suite 3100
Chicago, Illinois 60602

1234

PX.PAN.001.0405