PSP and SAI

497 1 pspsai497.htm PSP AND SAI PSP and SAI

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

Prospectus dated April 30, 2006

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.

This Prospectus contains
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.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Portfolio's securities nor has it determined that
this Prospectus is accurate or complete. It is a criminal offense to represent
otherwise.

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. (the "Manager"), 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 Portfolio's performance from year to year
for the last 10 calendar years and by showing how the average annual total
returns of the Portfolio's shares compared to those of 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, 2005 1 Year 5 Years 10 Years
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Government Securities 1.48% 5.06% 5.42%
Portfolio (inception 5/13/92)
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Merrill Lynch Master 2.66% 5.33% 5.91%(1)
Government Index (reflects no
deductions for fees, expenses
or taxes)
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1. Since 12/31/95
The Portfolio'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 Portfolio and assume that all dividends and
capital gains distributions have been reinvested in additional shares. 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 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 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, 2005.

Shareholder Fees. The Portfolio does not charge an 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 tables below.

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

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Management Fees 0.53%
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Distribution and Service (12b-1) Fees N/A
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Other Expenses 0.35%
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Total Annual Operating Expenses 0.88%
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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, 2005, 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
also assumes that your investment has a 5% return each year and that the
Portfolio'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 whether or not you redeem your investment at the
end of each period:

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If shares are 1 Year 3 Years 5 Years 10 Years
redeemed:
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$90 $282 $490 $1,089
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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 Maes"). Others are supported only by the credit of
the entity that issued them, such as Federal Home Loan Mortgage Corporation
("Freddie Mac").

|_| 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 (the "Board" or the "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 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. The value of
the securities loaned may not exceed 25% of the value of the Portfolio's net
assets. Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, earn additional income. The borrower provides the
Fund with collateral in an amount at least equal to the value of the securities
loaned. The Fund maintains the ability to obtain the right to vote or consent on
proxy proposals involving material events affecting securities loaned. If the
borrower defaults on its obligation to return the securities loaned because of
insolvency or other reasons, the Fund could experience delays and costs in
recovering the securities loaned or in gaining access to the collateral. If the
Fund is not able to recover the securities loaned, the Fund may sell the
collateral and purchase a replacement investment in the market. The value of the
collateral could decrease below the value of the replacement investment by the
time the replacement investment is purchased. Loans will be made only to parties
deemed to be in sound financial condition and when, in the Manager's judgment,
the income earned would justify the risks.

|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 &amp; 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. 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. The
Financial Highlights table at the end of this Prospectus shows the Portfolio's
turnover rates during prior fiscal years.

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 discloses its portfolio 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 required 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 each 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, 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 1960. The Manager and its
subsidiaries and controlled affiliates managed more than $215 billion in assets
as of March 31, 2006, including other Oppenheimer funds with more than 6 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, 2005 was 0.53% of average daily
net assets.

A discussion regarding the basis for the Boards' approval of the
Portfolio's investment advisory contract is available in the Fund's Annual
Report to shareholders for the year ended December 31, 2005.

|X| Portfolio Managers. The Portfolio is managed by a team of investment
professionals including Angelo Manioudakis, Benjamin J. Gord, Geoffrey Caan 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 &amp; 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 &amp; 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. 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 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 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.

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?

Limits on Disruptive Activity. The Manager and the Portfolio's Board of
Directors have adopted the following policies and procedures to try to detect
and prevent frequent and/or excessive purchase and redemption activity.
o The Transfer Agent will attempt to monitor the net effect on the
Portfolio's assets from purchase and redemption activity in the
accounts of participating insurance companies. The Transfer Agent will
seek to identify patterns that may suggest excessive trading by the
contract or policy owners who invest in the insurance company's
accounts. If the Transfer Agent believes it has observed evidence of
possible excessive trading activity, it will ask the participating
insurance companies or other registered owners to review the
transaction activity by the contract or policy holders in their
respective accounts, and to take appropriate action, and to confirm to
the Transfer Agent that appropriate action has been taken, to curtail
any excessive trading activity.
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.

Monitoring the Policies. These policies and procedures are administered by the
Portfolio's Transfer Agent. However, the Transfer Agent presently does not have
the ability to monitor trading activity of accounts held by underlying contract
or policy owners within the accounts of a participating insurance company. The
Transfer Agent's ability to monitor and deter excessive short-term trading in
such insurance company accounts ultimately depends on the capability and
cooperation of each participating insurance company in monitoring and
controlling transactional activity of contract or policy owners who own
interests in the insurance company's accounts. 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 contract or
policy owners or their financial advisers.

Periodic asset allocation and re-balancing of a portion of the Portfolio
shares held in accounts of contract or policy owners is generally not considered
by the Transfer Agent to be "excessive trading." Participating insurance
companies may have their own policies and procedures limiting trading among
investments held in the accounts of their contract or policy owners. The
Transfer Agent has advised those participating insurance companies that certain
types of trading activity, such as 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 six "round trip exchanges" between funds in a year is considered by
the Transfer Agent to be "excessive trading" activity. Participating insurance
companies have been asked to monitor for and to deter such activity, but have no
obligation to do so. There is no guarantee that the policies and procedures
described above will be effective to enable the Portfolio's Transfer Agent to
identify and deter excessive short-term trading.

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 or excessive trading.

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.

Net Asset Value. The Portfolio calculates the net asset value per share as of
the close of The New York Stock Exchange (the "NYSE") on each day that the NYSE
is open for trading (referred to in this Prospectus as a "regular business
day"). The NYSE 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 on a "regular business day" is determined by
dividing the value of the Portfolio's net assets by the number of shares
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 NYSE or market on which the
security is principally traded, that security may be valued by another method
that the Board 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 the Portfolio's securities, although it may not always be
able to accurately determine such values.

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 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, generally by 9:30 a.m. Eastern
time on the next regular business day at the offices of its Transfer Agent in
Colorado.

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager
and the Distributor, in their discretion, also may pay dealers or other
financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the Manager's
and/or the Distributor's own resources, including from the profits derived from
the advisory fees the Manager receives from the Portfolio. These cash payments,
which may be substantial, are paid to many firms having business relationships
with the Manager and Distributor. These payments are in addition to any
distribution fees, servicing fees, or transfer agency fees paid directly or
indirectly by the Portfolio to these financial intermediaries. These payments by
the Manager or Distributor from their own resources are not reflected in the
tables in the section called "Fees and Expenses of the Portfolio" in this
Prospectus because they are not paid by the Portfolio.

"Financial intermediaries" are firms that offer and sell Portfolio shares
to their clients, or provide shareholder services to the Portfolio, or both, and
receive compensation for doing so. Your securities dealer or insurance agent,
for example, is a financial intermediary, and there are other types of financial
intermediaries that could receive payments relating to the sale or servicing of
the Portfolio's shares. In addition to dealers and insurance agents, the
financial intermediaries that may receive payments include the insurance
companies that offer variable annuity or variable life insurance products.

In general, these payments to financial intermediaries can be categorized
as "distribution-related" or "servicing" payments. Payments for
distribution-related expenses, such as marketing or promotional expenses, are
often referred to as "revenue sharing." Revenue sharing payments may be made on
the basis of the sales of shares attributable to that financial intermediary,
the average net assets of the Portfolio and other Oppenheimer funds attributable
to the accounts of that financial intermediary and its clients, negotiated lump
sum payments for distribution services provided, or sales support fees. In some
circumstances, revenue sharing payments may create an incentive for a dealer or
other financial intermediary or their representatives to recommend or offer
shares of the Portfolio or other Oppenheimer funds to their customers. These
payments also may give an intermediary an incentive to cooperate with the
Distributor's marketing efforts. A revenue sharing payment may, for example,
qualify the Portfolio for preferred status with the intermediary receiving the
payment or provide representatives of the Distributor with access to
representatives of the intermediary's sales force, in some cases on a
preferential basis over funds of competitors. Additionally, as firm support, the
Manager or Distributor may reimburse expenses related to educational seminars
and "due diligence" or training meetings (to the extent permitted by applicable
laws or the rules of the NASD) designed to increase sales representatives'
awareness about Oppenheimer funds, including travel and lodging expenditures.
However, the Manager does not consider a financial intermediary's sale of shares
of the Portfolio or other Oppenheimer funds when selecting brokers or dealers to
effect portfolio transactions for the funds.

Various factors are used to determine whether to make revenue sharing
payments. Possible considerations include, without limitation, the types of
services provided by the intermediary, sales of Portfolio shares, the redemption
rates on accounts of clients of the intermediary or overall asset levels of
Oppenheimer funds held for or by clients of the intermediary, the willingness of
the intermediary to allow the Distributor to provide educational and training
support for the intermediary's sales personnel relating to the Oppenheimer
funds, the availability of the Oppenheimer funds on the intermediary's sales
system, as well as the overall quality of the services provided by the
intermediary and the Manager or Distributor's relationship with the
intermediary. The Manager and Distributor have adopted guidelines for assessing
and implementing each prospective revenue sharing arrangement. To the extent
that financial intermediaries receiving distribution-related payments from the
Manager or Distributor sell more shares of the Oppenheimer funds or retain more
shares of the funds in their client accounts, the Manager and Distributor
benefit from the incremental management and other fees they receive with respect
to those assets.

Payments may also be made by the Manager, the Distributor or the Transfer
Agent to financial intermediaries to compensate or reimburse them for
administrative or other client services provided such as sub-transfer agency
services for shareholders or retirement plan participants, omnibus accounting or
sub-accounting, participation in networking arrangements, account set-up,
recordkeeping and other shareholder services. Payments may also be made for
administrative services related to the distribution of Portfolio shares through
the intermediary. Firms that may receive servicing fees with respect to
Oppenheimer funds include insurance companies that offer variable annuity or
variable life insurance products, retirement plan administrators, qualified
tuition program sponsors, banks and trust companies, and others. These fees may
be used by the service provider to offset or reduce fees that would otherwise be
paid directly to them by certain account holders.

The Statement of Additional Information contains more information about
revenue sharing and service payments made by the Manager or the Distributor.
Your dealer may charge you fees or commissions in addition to those disclosed in
this Prospectus. You should ask your dealer or financial intermediary for
details about any such payments it receives from the Manager or the Distributor
and their affiliates, or any other fees or expenses it charges.

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, generally by 9:30 a.m. Eastern
time 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 NYSE (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 from net investment
income, if any, on an annual basis. The Portfolio has no fixed dividend rate and
cannot guarantee that it will pay any dividends or distributions.

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 &amp; 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, 2005 2004 2003 2002 2001
----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.12 $ 1.14 $ 1.16 $ 1.11 $ 1.10
----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .03 1 .03 1 .04 .05 .04
Net realized and unrealized gain (loss) (.01) .01 (.01) .06 .04
----------------------------------------------------------------
Total from investment operations .02 .04 .03 .11 .08
----------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.04) (.04) (.05) (.06) (.07)
Distributions from net realized gain (.04) (.02) -- -- --
----------------------------------------------------------------
Total dividends and/or distributions to shareholders (.08) (.06) (.05) (.06) (.07)
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.06 $ 1.12 $ 1.14 $ 1.16 $ 1.11
================================================================

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 1.48% 4.17% 2.58% 10.06% 7.23%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 17,238 $ 18,103 $ 19,537 $ 21,946 $ 18,984
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 17,696 $ 18,464 $ 20,743 $ 20,347 $ 18,805
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 3.18% 2.83% 3.43% 4.42% 3.49%
Total expenses 0.88% 4 0.85% 4 0.84% 4 0.77% 4 0.79% 4
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 84% 5 99% 5 43% 25% 19%

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 purchases and of To Be Announced (TBA)
mortgage-related securities as follows:

PURCHASE TRANSACTIONS SALE TRANSACTIONS
--------------------------------------------------------------------------------
Year Ended December 31, 2005 $ 93,525,147 $ 93,213,905
Year Ended December 31, 2004 121,615,587 127,136,434

15 | GOVERNMENT SECURITIES PORTFOLIO

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:

------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
------------------------------------------------------------------------------
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
PRO613.001.0406 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
--------------------------------------------------
--------------------------------------------------
1996 1.93%
--------------------------------------------------
--------------------------------------------------
1997 8.82%
--------------------------------------------------
--------------------------------------------------
1998 8.14%
--------------------------------------------------
--------------------------------------------------
1999 -1.73%
--------------------------------------------------
--------------------------------------------------
2000 12.36%
--------------------------------------------------
--------------------------------------------------
2001 7.23%
--------------------------------------------------
--------------------------------------------------
2002 10.06%
--------------------------------------------------
--------------------------------------------------
2003 2.58%
--------------------------------------------------
--------------------------------------------------
2004 4.17%
--------------------------------------------------
--------------------------------------------------
2005 1.48%
--------------------------------------------------

Growth Portfolio
A Series of Panorama Series Fund, Inc.

Prospectus dated April 30, 2006

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. It also can buy debt securities, such
as bonds and debentures, but does not currently emphasize these investments.

|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: The Portfolio uses both "top down"
and "bottom up" models. The "top down" models are primarily used to help the
portfolio managers determine their market capitalization exposure (large, mid,
small) and rely on indicators such as relative valuations, relative price trends
and interest rate relationships. The "bottom up" models help the portfolio
managers identify the most attractive stocks within each market capitalization
category. These stock selection models are based upon many factors that measure
the attractiveness of individual securities relative to each other. The
portfolio managers typically follow and analyze more than 3,000 stocks on a
daily basis and select those that are deemed attractive.

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. (the "Manager"), 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&amp;P 500 Index which the Portfolio 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 for a calendar
quarter was 18.48% (4QTR98) and the lowest return for a calendar quarter was
-16.35% (3QTR02).

-------------------------------------------------------------------------------
Average Annual Total
Returns for the periods
ended December 31, 2005 1 Year 5 Years 10 Years

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Growth Portfolio 6.41% 1.31% 3.87%
(inception date:
1/21/82)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
S&amp;P 500 Index 4.91% 0.54% 9.07%(1)
-------------------------------------------------------------------------------
1. Since 12/31/95
The Portfolio'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 Portfolio and assume that all dividends and
capital gains distributions have been reinvested in additional shares. The
Portfolio's performance is compared to the S&amp;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 or expenses. 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

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 0.05%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total Annual Operating Expenses 0.68%
----------------------------------------------------------------------------
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, 2005, the transfer agent fees affected "Total Annual
Operating Expenses" by less than .005%.

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.

------------------------------------------------------------------------------
If shares are redeemed: 1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------
------------------------------------------------------------------------------
$70 $218 $380 $849
------------------------------------------------------------------------------

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.

In addition to in-depth quantitative research, the Manager tries to reduce
risk by carefully controlling the portfolio weight of any one security in the
Portfolio. 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 may be exposed 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 "NYSE") 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 may 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 (the "Board" or the "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 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. The value of
the securities loaned may not exceed 25% of the value of the Portfolio's net
assets. Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, earn additional income. The borrower provides the
Portfolio with collateral in an amount at least equal to the value of the
securities loaned. The Portfolio maintains the ability to obtain the right to
vote or consent on proxy proposals involving material events affecting
securities loaned. If the borrower defaults on its obligation to return the
securities loaned because of insolvency or other reasons, the Portfolio could
experience delays and costs in recovering the securities loaned or in gaining
access to the collateral. If the Portfolio is not able to recover the securities
loaned, the Portfolio may sell the collateral and purchase a replacement
investment in the market. The value of the collateral could decrease below the
value of the replacement investment by the time the replacement investment is
purchased. Loans will be made only to parties deemed to be in sound financial
condition and when, in the Manager's judgment, the income earned would justify
the risks.

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 &amp; 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 &amp; 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.

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 discloses its portfolio holdings in its Statement of Investments
on Form N-Q, which are 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 required 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 each 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 Fund's Board, 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, 2005 was 0.63% of average annual net
assets.

A discussion regarding the basis for the Boards' approval of the
Portfolio's investment advisory contract is available in the Fund's Annual
Report to Shareholders for the year ended December 31, 2005.

|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 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.

Investing in the Portfolio

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

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 or excessive trading.

Net Asset Value. The Portfolio calculates the net asset value per share as of
the close of the NYSE, on each day that the NYSE is open for trading (referred
to in this Prospectus as a "regular business day"). The NYSE 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 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 the Portfolio's portfolio securities, although it may not
always be able to accurately determine such values.

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 or policy
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.
Eastern time on the next regular business day at the offices of its Transfer
Agent in Colorado.

Payments may also be made by the Manager, the Distributor or the Transfer
Agent to financial intermediaries to compensate or reimburse them for
administrative or other client services provided, such as sub-transfer agency
services for shareholders, omnibus accounting or sub-accounting, participation
in networking arrangements, account set-up, recordkeeping and other shareholder
services. Payments may also be made for administrative services related to the
distribution of Portfolio shares through the intermediary. Firms that may
receive servicing fees with respect to Oppenheimer funds include insurance
companies that offer variable annuity or variable life insurance products,
retirement plan administrators, qualified tuition program sponsors, banks and
trust companies, and others. These fees may be used by the service provider to
offset or reduce fees that would otherwise be paid directly to them by certain
account holders.

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, 2005 2004 2003 2002 2001
------------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.88 $ 1.74 $ 1.39 $ 1.73 $ 1.96
------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .02 1 .02 1 .02 .02 .02
Net realized and unrealized gain (loss) .10 .14 .35 (.34) (.23)
----------------------------------------------------------------------------------
Total from investment operations .12 .16 .37 (.32) (.21)
------------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.03) (.02) (.02) (.02) (.02)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.97 $ 1.88 $ 1.74 $ 1.39 $ 1.73
=================================================================================

------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 6.41% 9.20% 26.81% (18.97)% (10.61)%
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $159,867 $179,076 $187,147 $165,493 $242,575
------------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $165,300 $179,018 $170,217 $203,660 $273,890
------------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 1.24% 1.39% 1.17% 0.96% 0.75%
Total expenses 0.68% 4,5 0.66% 4 0.67% 4 0.68% 4 0.64% 4
------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 81% 78% 86% 88% 76%

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. Voluntary reimbursement of expenses less than 0.01%.

18 | GROWTH PORTFOLIO

INFORMATION AND SERVICES

For More Information on the Growth 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:

The Company's SEC File No.: 811-3255
PR0608.001.0406 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
---------------------------------------------------
---------------------------------------------------
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%
---------------------------------------------------
---------------------------------------------------
2005 6.41%
---------------------------------------------------

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

Prospectus dated April 30, 2006

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 sale 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 may be exposed 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 "NYSE") 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 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 Fund's performance (for non-service shares) from
year to year for the last 10 calendar years and by showing how the average
annual total returns of the Fund's shares compared to those of a broad-based
market index. Because the Fund's service shares are subject to a service fee,
their performance is expected to be lower for any given period. The Fund's past
investment performance is not necessarily an indication of how the Fund will
perform in the future.

Annual Total Returns (as of 12/31 each year)

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

Charges imposed by separate accounts that invest 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 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, 2005
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer International 14.06% 1.78% 8.08%
Growth Fund/VA Non-Service
Shares (inception 5/13/92)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Morgan Stanley Capital
International EAFE Index
(reflects no deduction for 14.02% 4.94% 6.18%(1)
fees, expenses and taxes)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer International
Growth Fund/VA Service Shares 14.95% 5.80%(2) N/A
(inception 3/19/01)
-------------------------------------------------------------------------------
1. Since 12/31/95 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. 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 or expenses. 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, 2005.

Shareholder Fees. The Fund does not charge an 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 0.09% 0.15%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Total Annual Operating Expenses 1.09% 1.40%
------------------------------------------------------------------------------
Expenses may vary in future years. "Other Expenses" include transfer agent fees,
custodial fees, and accounting and legal expenses the Fund pays. 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, 2005, 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 also
assumes that your investment has a 5% return each year and that the Fund'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 whether or not you redeem your investment at the end of each
period:

--------------------------------------------------------------------------------
If shares are redeemed: 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Non-Service Shares $112 $348 $604 $1,336
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Service Shares $144 $446 $771 $1,691
--------------------------------------------------------------------------------

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 the Fund invests significantly in small-cap equity
securities, that 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"). 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 principally invests in 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 portfolio 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 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
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. For example, 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.

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 discloses its portfolio holdings in its Statement of Investments on Form
N-Q, which are 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
required 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 each 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, 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.

|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, 2005 was 1.00% of
average annual net assets.

A discussion regarding the basis for the Boards' approval of the Fund's
investment advisory contract is available in the Fund's Annual Report to
shareholders for the year ended December 31, 2005.

|X| 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.

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 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, 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 from time to time, and
the aggregate dollar amount, 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. The Manager and the Fund's Board of Directors
have adopted the following policies and procedures to try to detect and prevent
frequent and/or excessive purchase and redemption activity.
o The Transfer Agent will attempt to monitor the net effect on the Fund's
assets from purchase and redemption activity in the accounts of
participating insurance companies. The Transfer Agent will seek to
identify patterns that may suggest excessive trading by the contract or
policy owners who invest in the insurance company's accounts. If the
Transfer Agent believes it has observed evidence of possible excessive
trading activity, it will ask the participating insurance companies or
other registered owners to review the transaction activity by the
contract or policy holders in their respective accounts, and to take
appropriate action, and to confirm to the Transfer Agent that
appropriate action has been taken, to curtail any excessive trading
activity.
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.

Monitoring the Policies. These policies and procedures are administered by the
Fund's Transfer Agent. However, the Transfer Agent presently does not have the
ability to monitor trading activity of accounts held by underlying contract or
policy owners within the accounts of a participating insurance company. The
Transfer Agent's ability to monitor and deter excessive short-term trading in
such insurance company accounts ultimately depends on the capability and
cooperation of each participating insurance company in monitoring and
controlling transactional activity of contract or policy owners who own
interests in the insurance company's accounts. 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 contract or
policy owners or their financial advisers.

Periodic asset allocation and re-balancing of a portion of the Fund shares
held in accounts of contract or policy owners is generally not considered by the
Transfer Agent to be "excessive trading." Participating insurance companies may
have their own policies and procedures limiting trading among investments held
in the accounts of their contract or policy owners. The Transfer Agent has
advised those participating insurance companies that certain types of trading
activity, such as 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 six "round trip exchanges" between
funds in a year is considered by the Transfer Agent to be "excessive trading"
activity. Participating insurance companies have been asked to monitor for and
to deter such activity, but have no obligation to do so. There is no guarantee
that the policies and procedures described above will be effective to enable the
Fund's Transfer Agent to identify and deter excessive short-term trading.

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 or excessive trading.

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 charges 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.

Net Asset Value. The Fund calculates the net asset value of each class of shares
as of the close of the NYSE on each day that the NYSE is open for trading
(referred to in this Prospectus as a "regular business day"). The NYSE 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 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 NYSE or market on which the security is principally traded, that
security may be valued by another method that the Board 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 the Fund's portfolio securities, although it may not always be able
to accurately determine such values.

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 policy owners to
purchase Fund shares on a regular business day, provided that the Fund receives
the order from the insurance company, generally by 9:30 a.m. Eastern time 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 currently offers only two 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.

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager
and the Distributor, in their discretion, also may pay dealers or other
financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the Manager's
and/or the Distributor's own resources, including from the profits derived from
the advisory fees the Manager receives from the Fund. These cash payments, which
may be substantial, are paid to many firms having business relationships with
the Manager and Distributor. These payments are in addition to any distribution
fees, servicing fees, or transfer agency fees paid directly or indirectly by the
Fund to these financial intermediaries. These payments by the Manager or
Distributor from their own resources are not reflected in the tables in the
section called "Fees and Expenses of the Fund" in this Prospectus because they
are not paid by the Fund.

"Financial intermediaries" are firms that offer and sell Fund shares to
their clients, or provide shareholder services to the Fund, or both, and receive
compensation for doing so. Your securities dealer or insurance agent, for
example, is a financial intermediary, and there are other types of financial
intermediaries that could receive payments relating to the sale or servicing of
the Fund's shares. In addition to dealers and insurance agents, the financial
intermediaries that may receive payments include the insurance companies that
offer variable annuity or variable life insurance products.

In general, these payments to financial intermediaries can be categorized
as "distribution-related" or "servicing" payments. Payments for
distribution-related expenses, such as marketing or promotional expenses, are
often referred to as "revenue sharing." Revenue sharing payments may be made on
the basis of the sales of shares attributable to that financial intermediary,
the average net assets of the Fund and other Oppenheimer funds attributable to
the accounts of that financial intermediary and its clients, negotiated lump sum
payments for distribution services provided, or sales support fees. In some
circumstances, revenue sharing payments may create an incentive for a dealer or
other financial intermediary or their representatives to recommend or offer
shares of the Fund or other Oppenheimer funds to their customers. These payments
also may give an intermediary an incentive to cooperate with the Distributor's
marketing efforts. A revenue sharing payment may, for example, qualify the Fund
for preferred status with the intermediary receiving the payment or provide
representatives of the Distributor with access to representatives of the
intermediary's sales force, in some cases on a preferential basis over funds of
competitors. Additionally, as firm support, the Manager or Distributor may
reimburse expenses related to educational seminars and "due diligence" or
training meetings (to the extent permitted by applicable laws or the rules of
the NASD) designed to increase sales representatives' awareness about
Oppenheimer funds, including travel and lodging expenditures. However, the
Manager does not consider a financial intermediary's sale of shares of the Fund
or other Oppenheimer funds when selecting brokers or dealers to effect portfolio
transactions for the funds.

Various factors are used to determine whether to make revenue sharing
payments. Possible considerations include, without limitation, the types of
services provided by the intermediary, sales of Fund shares, the redemption
rates on accounts of clients of the intermediary or overall asset levels of
Oppenheimer funds held for or by clients of the intermediary, the willingness of
the intermediary to allow the Distributor to provide educational and training
support for the intermediary's sales personnel relating to the Oppenheimer
funds, the availability of the Oppenheimer funds on the intermediary's sales
system, as well as the overall quality of the services provided by the
intermediary and the Manager or Distributor's relationship with the
intermediary. The Manager and Distributor have adopted guidelines for assessing
and implementing each prospective revenue sharing arrangement. To the extent
that financial intermediaries receiving distribution-related payments from the
Manager or Distributor sell more shares of the Oppenheimer funds or retain more
shares of the funds in their client accounts, the Manager and Distributor
benefit from the incremental management and other fees they receive with respect
to those assets.

Payments may also be made by the Manager, the Distributor or the Transfer
Agent to financial intermediaries to compensate or reimburse them for
administrative or other client services provided, such as sub-transfer agency
services for shareholders, omnibus accounting or sub-accounting, participation
in networking arrangements, account set-up, recordkeeping and other shareholder
services. Payments may also be made for administrative services related to the
distribution of Fund shares through the intermediary. Firms that may receive
servicing fees with respect to Oppenheimer funds include insurance companies
that offer variable annuity or variable life insurance products, retirement plan
administrators, qualified tuition program sponsors, banks and trust companies,
and others. These fees may be used by the service provider to offset or reduce
fees that would otherwise be paid directly to them by certain account holders.

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, generally by 9:30 a.m. Eastern time 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
NYSE (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 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 &amp; 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, 2005 2004 2003 2002 2001
----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------------------

Net asset value, beginning of period $ 1.30 $ 1.12 $ 0.76 $ 1.07 $ 1.74
----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .01 1 .01 1 -- 2 .01 .01
Net realized and unrealized gain (loss) .17 .19 .37 (.31) (.39)
---------------------------------------------------------------------------
Total from investment operations .18 .20 .37 (.30) (.38)
----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.01) (.02) (.01) (.01) -- 2
Distributions from net realized gain -- -- -- -- (.29)
---------------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.01) (.02) (.01) (.01) (.29)
----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.47 $ 1.30 $ 1.12 $ 0.76 $ 1.07
===========================================================================

----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 14.06% 17.86% 50.13% (28.51)% (24.31)%
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $203,172 $110,679 $ 92,027 $ 62,091 $ 99,831
----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $115,108 $ 96,388 $ 70,042 $ 83,511 $117,814
----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 0.78% 0.64% 0.37% 1.17% 0.69%
Total expenses 1.09% 5 1.08% 5 1.12% 5 1.12% 5 1.05% 5
----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 28% 30% 71% 40% 44%

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%.

14 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

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:

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
PRO616.001.0406. 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
----------------------------------------------------
----------------------------------------------------
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%
----------------------------------------------------
----------------------------------------------------
2005 14.06%
----------------------------------------------------

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

Prospectus dated April 30, 2006

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&amp;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&amp;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 managers monitor 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, on stock and
fixed income investments, and generally includes appreciation 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 Portfolio's performance from year to year
for the last 10 calendar years and by showing how the average annual total
returns of the Portfolio's shares compared to those of 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 for a calendar
quarter was 12.35% (4QTR98) and the lowest return for a calendar quarter was
-11.40% (3QTR02).

-------------------------------------------------------------------------------
Average Annual Total Returns
for the periods ended
December 31, 2005 5 Years 10 Years
1 Year
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Return Portfolio 4.78% 2.03% 4.41%
(inception 9/30/82)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
S&amp;P 500 Index 4.91% 0.54% 9.07%(1)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Merrill Lynch Corporate 2.52% 6.07% 6.19%(1)
Gov't Master Index
-------------------------------------------------------------------------------
1. Since 12/31/95.
The Portfolio'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 Portfolio and assume that all dividends and
capital gains distributions have been reinvested in additional shares. The
Portfolio's performance is compared to the S&amp;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 or expenses. 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 0.06%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Total Annual Operating Expenses 0.69%
-------------------------------------------------------------------------
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. The Portfolio also receives certain credits
from the Portfolio's custodian that, during the fiscal year, reduced its
custodial expenses. After these credits, the actual "Other Expenses" and "Total
Annual Operating Expenses" were 0.05% and 0.68%.

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.

-------------------------------------------------------------------------------
If shares are 1 Year 3 Years 5 Years 10 Years
redeemed:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$71 $221 $385 $861
-------------------------------------------------------------------------------

About the Portfolio's Investments

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.

|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. These factors increase 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 &amp;
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 security 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 Maes").
Others are supported only by the credit of the entity that issued them, such as
Federal Home Loan Mortgage Corporation ("Freddie Mac").

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 may be
used as part of the Portfolio's normal investment program or 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 may engage in active and frequent
trading to try to achieve its objective. It might have a turnover rate in excess
of 100% annually. 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. The Financial Highlights table
at the end of this Prospectus shows the Portfolio's turnover rates during prior
fiscal years.

|X| Can the Portfolio's Investment Objective and Policies Change? The
Board of Directors (the "Board" or the "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 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
"NYSE").

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 may be exposed 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 NYSE 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 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. 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. 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.

|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 taken the short position in
the credit default swap also known as "buying credit protection") or pays the
par amount of the defaulted bond (if the Portfolio has taken the long position
in the credit default swap note, also known as "selling 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 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.

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 discloses its portfolio holdings in its Statement of Investments
on Form N-Q, which are 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 required 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 each 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

|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, 2005 was 0.63% 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,
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
&amp; 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 &amp; 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. 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 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 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.

Investing In The Portfolio

How to Buy and Sell Shares

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, 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 from time to time, and the aggregate dollar amount,
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. The Manager and the Portfolio's Board of Directors have adopted the
following policies and procedures to try to detect and prevent frequent and/or
excessive purchase and redemption activity.
o The Transfer Agent will attempt to monitor the net effect on the
Portfolio's assets from purchase and redemption activity in the
accounts of participating insurance companies. The Transfer Agent will
seek to identify patterns that may suggest excessive trading by the
contract or policy owners who invest in the insurance company's
accounts. If the Transfer Agent believes it has observed evidence of
possible excessive trading activity, it will ask the participating
insurance companies or other registered owners to review the
transaction activity by the contract or policy holders in their
respective accounts, and to take appropriate action, and to confirm to
the Transfer Agent that appropriate action has been taken, to curtail
any excessive trading activity.
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.

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 or excessive trading.

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 charges 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 Portfolio calculates the net asset value per share as of
the close of the NYSE, on each day the NYSE 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 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 the Portfolio's securities, although it may not always be
able to accurately determine such values.

Payments may also be made by the Manager, the Distributor or the Transfer
Agent to financial intermediaries to compensate or reimburse them for
administrative or other client services provided such as sub-transfer agency
services for shareholders or omnibus accounting or sub-accounting, participation
in networking arrangements, account set-up, recordkeeping and other shareholder
services. Payments may also be made for administrative services related to the
distribution of Portfolio shares through the intermediary. Firms that may
receive servicing fees with respect to Oppenheimer funds include insurance
companies that offer variable annuity or variable life insurance products,
retirement plan administrators, qualified tuition program sponsors, banks and
trust companies, and others. These fees may be used by the service provider to
offset or reduce fees that would otherwise be paid directly to them by certain
account holders.

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

Financial Highlights

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

YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $1.34 $1.25 $ 1.07 $ 1.29 $ 1.45
------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .03 1 .03 1 .03 .04 .04
Net realized and unrealized gain (loss) .03 .09 .19 (.22) (.14)
-------------------------------------------------------------
Total from investment operations .06 .12 .22 (.18) (.10)
------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.03) (.03) (.04) (.04) (.06)
------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.37 $1.34 $ 1.25 $ 1.07 $ 1.29
=============================================================

------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 4.78% 9.47% 21.10% (14.45)% (6.94)%
------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions) $ 261 $ 303 $ 328 $ 313 $ 446
------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $ 277 $ 311 $ 313 $ 370 $ 509
------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 2.34% 2.00% 2.15% 2.79% 2.33%
Total expenses 0.69% 0.66% 0.67% 0.66% 0.65%
Expenses after waivers and reduction to custodian expenses 0.68% 0.66% 0.67% 0.66% 0.65%
------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 149% 4 144% 4 292% 149% 108%

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. The portfolio turnover rate excludes purchases and sales of To Be Announced
(TBA) mortgage-related securities as follows:

PURCHASE TRANSACTIONS SALE TRANSACTIONS
--------------------------------------------------------------------------
Year Ended December 31, 2005 $557,799,525 $563,615,189
Year Ended December 31, 2004 739,617,290 758,374,784

21 | TOTAL RETURN PORTFOLIO

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:

The Company's SEC File No.: 811-3255
PR0609.001.0406 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 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%
----------------------------------------------------------
----------------------------------------------------------
2005 4.78%
----------------------------------------------------------

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

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

Statement of Additional Information dated April 30, 2006

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

------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------

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 30, 2006, 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......................... 12
Investment Restrictions............................................ 31
Disclosure of Portfolio Holdings................................... 33
How the Portfolios are Managed ........................................ 36
Organization and History........................................... 36
Directors and Officers of the Company.............................. 38
The Manager........................................................ 47
Brokerage Policies of the Portfolios................................... 52
Distribution and Service Plans (Service Shares Only)................... 54
Payments to Fund Intermediaries........................................ 55
Performance of the Portfolios.......................................... 60

Investing In the Portfolios
How To Buy and Sell Shares............................................. 64
Dividends, Capital Gains and Taxes..................................... 67
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 ("SAI") contains
supplemental information about those policies and risks and the types of
securities that the Portfolios' investment manager, OppenheimerFunds, Inc.
(the "Manager"), 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
"NYSE") 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, 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| 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 &amp;
Poor's Ratings Service ("Standard &amp; 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 &amp; 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 &amp; 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 &amp;
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.

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.

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.

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.

"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.

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").

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 &amp;
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.

No Portfolio may invest more than 15% of its net assets in illiquid or
restricted securities. 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). The Portfolios may lend
portfolio securities pursuant to policies approved by the Portfolios' Board.
They may do so to try to provide income or to raise cash for liquidity
purposes. These loans are limited to not more than 25% of the value of each
Portfolio's net assets.

The Portfolios have entered into a Securities Lending Agreement (the
"Securities Lending Agreement") with JPMorgan Chase Bank, N.A. ("JPMorgan
Chase"). Under the Securities Lending Agreement and applicable regulatory
requirements (which are subject to change), the collateral for such loans
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 a Portfolio is permitted to invest. To be acceptable as
collateral, a bank letter of credit must obligate a bank to pay to JPMorgan
Chase, as agent, amounts demanded by a Portfolio if the demand meets the
terms of the letter. Both the issuing bank and terms of the letter of credit
must be satisfactory to JPMorgan Chase and the Portfolio. The terms of the
loans must also meet applicable tests under the Code and permit the Portfolio
to reacquire loaned securities on five business days' notice or in time to
vote on any material matters. The Securities Lending Agreement may be
terminated by either JPMorgan Chase or a Portfolio on 30 days' written notice.

Pursuant to the Securities Lending Agreement, a Portfolio will receive
a percentage of all annual net income (i.e., net of rebates to the borrower
and certain other approved expenses) from securities lending transactions.
Such net income includes earnings from the investment of any cash collateral
received from a borrower and loan fees paid or payable by a borrower in
connection with loans secured by collateral other than cash.

There are some risks in connection with securities lending, including
possible delays in receiving additional collateral from the borrower to
secure a loan or delays in recovering the loaned securities if the borrower
defaults. JPMorgan Chase has agreed, in general, to guarantee the
obligations of borrowers to return loaned securities to a Portfolio and to be
responsible for expenses relating to securities lending. Each Portfolio,
however, will be responsible for risks associated with the investment of cash
collateral, including the risk of a default by the issuer of a security in
which cash collateral has been invested. If that occurs, a Portfolio may
incur additional costs in seeking to obtain the collateral or may lose the
amount of the collateral investment. A Portfolio may also lose money if the
value of the investments purchases with cash collateral decreases.

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. A Portfolio is authorized to
borrow, and to pledge assets to secure such borrowings, up to the maximum
extent permissible under the Investment Company Act. 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 a
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 a Portfolio has outstanding borrowings, the net
asset value per share of a Portfolio correspondingly will tend to increase
and decrease more when a Portfolio's assets increase or decrease in value
than would otherwise be the case.

A 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." 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 a
Portfolio, as such statute, rules or regulations may be amended or
interpreted from time to time.

A Portfolio will pay interest on these loans, and that interest expense
will raise the overall expenses of a Portfolio and reduce its returns. If it
does borrow, its expenses will be greater than comparable funds that do not
borrow for leverage. Additionally, a Portfolio's net asset value per share
might fluctuate more than that of funds that do not borrow. Currently, a
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. 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.
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. A put option 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.

|_| 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. 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 a 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 selling 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.

|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 &amp;
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 Portfolio sold all of its securities during
the year, its portfolio turnover rate would have been 100%. Each Portfolio's
turnover rate will fluctuate from year to year, and the Portfolios can have a
portfolio turnover rate of 100% or more.

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 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 NYSE.

Disclosure of Portfolio Holdings. The Portfolios have adopted policies and
procedures concerning the dissemination of information about its portfolio
holdings by employees, officers and/or directors of the Manager, Distributor
and Transfer Agent. These policies are designed to assure that non-public
information about portfolio securities is distributed only 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 Portfolios' investment
program or enable third parties to use that information in a manner that is
harmful to the Portfolios.

o Public Disclosure. The Portfolios' holdings are made publicly available
no later than 60 days after the close of each of the
Portfolio's fiscal quarters in semi-annual and annual reports
to shareholders, or in its Statements of Investments on Form
N-Q, which are publicly available at the SEC. In addition, the
top 10 or more holdings are posted on the OppenheimerFunds'
website at www.oppenheimerfunds.com in the "Fund Profiles"
section. Other general information about the Fund's Portfolios'
investments, such as portfolio composition by asset class,
industry, country, currency, credit rating or maturity, may
also be posted with a 15-day lag.

Until publicly disclosed, the Portfolios' holdings are proprietary,
confidential business information. While recognizing the importance of
providing Portfolio shareholders with information about their Portfolios'
investments and providing portfolio information to a variety of third parties
to assist with the management, distribution and administrative process, the
need for transparency must be balanced against the risk that third parties
who gain access to the 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 Portfolios are able to obtain in portfolio
transactions or the availability of the securities that portfolio managers
are trading on the Portfolios' 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 Portfolios
or in other investment companies or accounts managed by the Manager or any
affiliated person of the Manager) in connection with the disclosure of the
Portfolios' non-public portfolio holdings. The receipt of investment advisory
fees or other fees and compensation paid to the Manager and its subsidiaries
pursuant to agreements approved by the Portfolios' 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.

Except under special limited circumstances discussed below, month-end lists
of the Portfolios' complete portfolio holdings may be disclosed no sooner
than 30-days after the relevant month-end, subject to the procedures below.
If the Portfolios' complete portfolio holdings 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 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 holdings; and
o The third-party recipient must sign the Manager's portfolio holdings
non-disclosure agreement before receiving the data, agreeing to keep
information that is not publicly available regarding the Portfolios'
holdings confidential 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 the
preparation of 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.

The Portfolios' 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 Portfolios' 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 Portfolios' Manager, Distributor and Transfer Agent
who need to have access to such information (as determined by senior
officers of such entity),
o The Portfolios' independent registered public accounting firm,
o Members of the Portfolios' Board and the Board's legal counsel,
o The Portfolios' custodian bank,
o A proxy voting service designated by the Portfolios' and its 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 if securities are not priced
by the Portfolios' regular pricing services).

Portfolio holdings information of the Portfolios may be provided, under
limited circumstances, to brokers and/or dealers with whom the Portfolios
trade 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, 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 Portfolios, 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 Portfolios. 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 the Portfolios 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 the
Portfolios' entire portfolio or individual securities therein) may be
provided by senior officers of the Manager 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 Portfolios 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-advisers of portfolios (pursuant to confidentiality
agreements),
o To consultants for retirement plans for plan sponsors/discussions at
due diligence meetings (pursuant to confidentiality agreements),
o Investment bankers in connection with merger discussions (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 Portfolios' 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 portfolios. In such circumstances, disclosure of the portfolio
holdings may be made to such shareholders.

The Chief Compliance Officer of the Portfolios and the Manager, Distributor,
and Transfer Agent (the "CCO") 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 Portfolios' Board
on such compliance oversight and on the categories of entities and
individuals to which disclosure of portfolio holdings of the Portfolios has
been made during the preceding year pursuant to these policies. The CCO shall
report to the Portfolio's Board any material violation of these policies and
procedures during the previous calendar quarter and shall make
recommendations to the Board 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 Portfolios have entered into ongoing arrangements to
make available information about the portfolio 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 &amp; 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 &amp; Co. Pictet
Auerbach Grayson Goldman Piper Jaffray Inc.
Banc of America Securities Goldman Sachs Plexus
Barclays HSBC Prager Sealy &amp; Co.
Baseline HSBC Securities Inc Prudential Securities
Bear Stearns ING Barings Ramirez &amp; Co.
Belle Haven ISI Group Raymond James
Bloomberg Janney Montgomery RBC Capital Markets
BNP Paribas Jefferies RBC Dain Rauscher
BS Financial Services Jeffries &amp; Co. Research Direct
Buckingham Research Group JP Morgan Robert W. Baird
Caris &amp; Co. JP Morgan Securities Roosevelt &amp; Cross
CIBC World Markets JPP Eurosecurities Russell Mellon
Citigroup Keefe, Bruyette &amp; Woods Ryan Beck &amp; Co.
Citigroup Global Markets Keijser Securities Sanford C. Bernstein
Collins Stewart Kempen &amp; Co. USA Inc. Scotia Capital Markets
Craig-Hallum Capital Group LLC Kepler Equities/Julius SG Cowen &amp; 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 &amp; Poor's
Davy Lehman Stone &amp; Youngberg
Deutsche Bank Lehman Brothers SWS Group
Deutsche Bank Securities Lipper Taylor Rafferty
Dresdner Kleinwort Wasserstein Loop Capital Markets Think Equity Partners
Emmet &amp; 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 organized as a Maryland corporation
in August 1981. It is referred to as the "Company" in this Statement of
Additional Information.

Classes of Shares. The Directors are authorized, without shareholder
approval, to create new series and classes of shares, to reclassify unissued
shares into additional series or classes of shares and to 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 rights 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 also 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 have the right to call
a meeting to remove a Director or to take certain other action described in
the Articles of Incorporation or 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 to call a meeting for a specified purpose (which might include the
removal of a Director), from the record holders of at least 25% of the
outstanding shares eligible to be voted at a meeting, 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 Portfolios are 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 the Portfolios' 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. Each committee is comprised solely of Directors who are
not "interested persons" under the Investment Company Act (the "Independent
Trustees"). 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 8 meetings during the Portfolios' fiscal year ended
December 31, 2005. The Audit Committee furnishes the Board with
recommendations regarding the selection of the Portfolios' independent
registered public accounting firm (also referred to as the "independent
Auditors"). Other main functions of the Audit Committee, outlined in the
Audit Committee Charter, 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 Portfolios' independent Auditors regarding the
Portfolios' internal accounting procedures and controls; (iii) reviewing
reports from the Manager's Internal Audit Department; (iv) reviewing certain
reports from and meet periodically with the Portfolios' Chief Compliance
Officer; (v) maintaining a separate line of communication between the
Portfolios' independent Auditors and the Independent Directors; (vi) reviewing
the independence of the Portfolios' independent Auditors; and
(vii) pre-approving the provision of any audit or non-audit services by the
Portfolios' independent Auditors, including tax services, that are not
prohibited by the Sarbanes-Oxley Act, to the Portfolios, the Manager and
certain affiliates of the Manager.

The Review Committee is comprised solely of Independent Directors. The
members of the Review Committee are Jon S. Fossel (Chairman), Robert G. Avis,
Sam Freedman and Beverly L. Hamilton. The Review Committee held 6 meetings
during the Portfolios' fiscal year ended December 31, 2005. Among other
duties, as set forth in the Review Committee's Charter, the Review Committee
reports and makes recommendations to the Board concerning the fees paid to the
Portfolios' transfer agent and the Manager and the services provided to the
Portfolios by the transfer agent and the Manager. The Review Committee also
reviews the Portfolios' investment performance as well as the policies and
procedures adopted by the Portfolios to comply with the Investment Company Act
and other applicable law.

The Governance Committee is comprised solely of Independent Directors.
The members of the Governance Committee are Robert J. Malone (Chairman),
William Armstrong, Beverly L. Hamilton and F. William Marshall, Jr. The
Governance Committee held 5 meetings during the Portfolios' fiscal year ended
December 31, 2005. The Governance Committee has adopted a charter setting
forth its duties and responsibilities. Among other duties, the Governance
Committee reviews and oversees the Portfolios' governance guidelines, the
adequacy of the Portfolios' Codes of Ethics and the nomination of Directors,
including Independent Directors. The Governance 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 Governance Committee in care of the
Portfolios. The Governance Committee may consider such persons at such time
as it meets to consider possible nominees. The Governance 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
Governance 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 Directors 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.oppenheimerfunds.com under the
caption "contact us" or by mail to the Portfolios at the address below.

Directors and Officers of the Portfolios. Except for Mr. Murphy, each of the
Directors is an Independent Director. All of the Directors are also trustees
or directors of the following Oppenheimer/Centennial funds (referred to as
"Board II Funds"):
Oppenheimer Principal Protected
Oppenheimer Cash Reserves Trust II
Oppenheimer Principal Protected
Oppenheimer Capital Income Fund Trust III
Oppenheimer Champion Income Fund Oppenheimer Real Asset Fund
Oppenheimer Senior Floating Rate
Oppenheimer Equity Fund, Inc. Fund
Oppenheimer High Yield Fund Oppenheimer Strategic Income Fund
Oppenheimer Integrity Funds Oppenheimer Variable Account Funds
Oppenheimer International Bond Fund Panorama Series Fund, Inc.
Oppenheimer Limited-Term Government Fund
Centennial California Tax Exempt
Oppenheimer Main Street Funds, Inc. Trust
Oppenheimer Main Street Opportunity Fund Centennial Government Trust
Oppenheimer Main Street Small Cap Fund Centennial Money Market Trust
Centennial New York Tax Exempt
Oppenheimer Municipal Fund Trust
Oppenheimer Principal Protected Trust Centennial Tax Exempt Trust

Present or former officers, directors, trustees 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 Class A shares of the Portfolios and the other
Oppenheimer funds at net asset value without sales charge. The sales charge
on Class A shares is waived for that group because of the reduced sales
efforts realized by the Distributor.

Messrs. Bomfim, Caan, Gord, Evans, Manioudakis, Monoyios, Reinganum,
Schmidt, Gillespie, Murphy, Petersen, Szilagyi, Vandehey, 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, 2006,
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 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 Board II Funds. In
addition, none of the Independent Directors (nor any of their immediate
family members) owns securities of either the Manager or the Distributor, or
of any entity directly or indirectly controlling, controlled by or under
common control with the Manager or the Distributor of the Board II Funds.

Biographical Information. The Directors and officers, their positions
with the Portfolios, length of service in such position(s), and principal
occupations and business affiliations during at least the past five years are
listed in the charts below. The charts also include information about each
Director's beneficial share ownership in the Portfolios and in all of the
registered investment companies that the 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, Colorado 80112-3924. Each
Director serves for an indefinite term, or until his or her resignation,
retirement, death or removal.
---------------------------------------------------------------------------------------------
Independent Directors
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Name, Position(s) Principal Occupation(s) During the Past 5 Dollar Aggregate
Dollar
Range of
Range of Shares
Shares Beneficially
Beneficially Owned in
with the Years; Other Trusteeships/Directorships Held; Owned in All
Portfolios, Length Number of Portfolios in the Fund Complex the Supervised
of Service, Age Currently Overseen Portfolios Funds
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
As of December 31, 2005
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
William L. Chairman of the following private mortgage None Over
Armstrong, banking companies: Cherry Creek Mortgage $100,000
Chairman of the Company (since 1991), Centennial State
Board of Directors Mortgage Company (since 1994), and The El
since 2003, Paso Mortgage Company (since 1993); Chairman
Director since 1999 of the following private companies:
Age: 68 Ambassador Media Corporation (since 1984) and
Broadway Ventures (since 1984); Director of
the following: Helmerich &amp; Payne, Inc. (oil
and gas drilling/production company) (since
1992), Campus Crusade for Christ (since 1991)
and The Lynde and Harry Bradley Foundation,
Inc. (non-profit organization) (since 2002);
former Chairman of the following: Transland
Financial Services, Inc. (private mortgage
banking company) (1997-2003), Great Frontier
Insurance (insurance agency) (1995-2000),
Frontier Real Estate, Inc. (residential real
estate brokerage) (1994-2000) and Frontier
Title (title insurance agency) (1995-2000);
former Director of the following:
UNUMProvident (insurance company)
(1991-2004), Storage Technology Corporation
(computer equipment company) (1991-2003) and
International Family Entertainment
(television channel) (1992-1997); U.S.
Senator (January 1979-January 1991). Oversees
38 portfolios in the OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Robert G. Avis, Director and President of A.G. Edwards None Over
Director since 1996 Capital, Inc. (General Partner of private $100,000
Age: 74 equity funds) (until February 2001);
Chairman, President and Chief Executive
Officer of A.G. Edwards Capital, Inc. (until
March 2000); Director of A.G. Edwards &amp; Sons,
Inc. (brokerage company) (until 2000) and
A.G. Edwards Trust Company (investment
adviser) (until 2000); Vice Chairman and
Director of A.G. Edwards, Inc. (until March
1999); Vice Chairman of A.G. Edwards &amp; Sons,
Inc. (until March 1999); Chairman of A.G.
Edwards Trust Company (until March 1999) and
A.G.E. Asset Management (investment adviser)
(until March 1999). Oversees 38 portfolios in
the OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
George C. Bowen, Assistant Secretary and Director of None Over
Director since 2002 Centennial Asset Management Corporation $100,000
Age: 69 (December 1991-April 1999); President,
Treasurer and Director of Centennial Capital
Corporation (June 1989-April 1999); Chief
Executive Officer and Director of MultiSource
Services, Inc. (March 1996-April 1999); Mr.
Bowen held several positions with the Manager
and with subsidiary or affiliated companies
of the Manager (September 1987-April 1999).
Oversees 38 portfolios in the
OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Edward L. Cameron, Member of The Life Guard of Mount Vernon None Over
Director since 2002 (George Washington historical site) (since $100,000
Age: 67 June 2000); Director of Genetic ID, Inc.
(biotech company) (March 2001-May 2002);
Partner at PricewaterhouseCoopers LLP
(accounting firm) (July 1974-June 1999);
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 (insurance company) None Over
Director since 1997 (since June 2002); Director of Northwestern $100,000
Age: 64 Energy Corp. (public utility corporation)
(since November 2004); Director of P.R.
Pharmaceuticals (October 1999-October 2003);
Director of Rocky Mountain Elk Foundation
(non-profit organization) (February
1998-February 2003); Chairman and Director
(until October 1996) and President and Chief
Executive Officer (until October 1995) of the
Manager; President, Chief Executive Officer
and Director of the following: Oppenheimer
Acquisition Corp. ("OAC") (parent holding
company of the Manager), Shareholders
Services, Inc. and Shareholder Financial
Services, Inc. (until October 1995). Oversees
38 portfolios in the OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Sam Freedman, Director of Colorado Uplift (charitable None Over
Director since 1996 organization) (since September 1984). Mr. $100,000
Age: 65 Freedman held several positions with the
Manager and with subsidiary or affiliated
companies of the Manager (until October
1994). Oversees 38 portfolios in the
OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Beverly L. Hamilton, Trustee of Monterey Institute for None Over
Director since 2002 International Studies (educational $100,000
Age: 59 organization) (since February 2000); Board
Member of Middlebury College (educational
organization) (since 2005); Director of The
California Endowment (philanthropic
organization) (since April 2002); Director
(February 2002-2005) and Chairman of Trustees
(since 2006) of the Community Hospital of
Monterey Peninsula; Director (October
1991-2005) and Vice Chairman (since 2006) of
American Funds' Emerging Markets Growth Fund,
Inc. (mutual fund); President of ARCO
Investment Management Company (February
1991-April 2000); Member of the investment
committees of The Rockefeller Foundation and
The University of Michigan; Advisor at Credit
Suisse First Boston's Sprout venture capital
unit (venture capital fund) (1994-January
2005); Trustee of MassMutual Institutional
Funds (investment company) (1996-June 2004);
Trustee of MML Series Investment Fund
(investment company) (April 1989-June 2004);
Member of the investment committee of
Hartford Hospital (2000-2003); and Advisor to
Unilever (Holland) pension fund (2000-2003).
Oversees 38 portfolios in the
OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Robert J. Malone, Director of Jones International University None Over
Director since 2002 (educational organization) (since August $100,000
Age: 61 2005); Chairman, Chief Executive Officer and
Director of Steele Street State Bank
(commercial banking) (since August 2003);
Director of Colorado UpLIFT (charitable
organization) (since 1986); Trustee of the
Gallagher Family Foundation (non-profit
organization) (since 2000); Former Chairman
of U.S. Bank-Colorado (subsidiary of U.S.
Bancorp and formerly Colorado National Bank)
(July 1996-April 1999); Director of
Commercial Assets, Inc. (real estate
investment trust) (1993-2000); Director of
Jones Knowledge, Inc. (2001-July 2004); and
Director of U.S. Exploration, Inc. (oil and
gas exploration) (1997-February 2004).
Oversees 38 portfolios in the
OppenheimerFunds complex.
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
F. William Trustee of MassMutual Select Funds (formerly None Over
Marshall, Jr., MassMutual Institutional Funds) (investment $100,000
Director since 2002 company) (since 1996) and MML Series
Age: 63 Investment Fund (investment company) (since
1996); Trustee (since 1987) and Chairman
(1994-2005) of the Investment Committee of
the Worcester Polytech Institute (private
university); President and Treasurer of the
SIS Funds (private charitable fund) (since
January 1999); Chairman of SIS &amp; Family Bank,
F.S.B. (formerly SIS Bank) (commercial bank)
(January 1999-July 1999); and Executive Vice
President of Peoples Heritage Financial
Group, Inc. (commercial bank) (January
1999-July 1999). Oversees 40 portfolios in
the OppenheimerFunds complex.*
---------------------------------------------------------------------------------------------
* Includes two open-end investment companies: MassMutual Select Funds and
MML Series Investment Fund. In accordance with the instructions for SEC
Form N-1A, for purposes of this section only, MassMutual Select Funds and
MML Series Investment Fund are included in the "Fund Complex." 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.

The address of Mr. Murphy is Two World Financial Center, 225 Liberty Street,
11th Floor, New York, New York 10281-1008. Mr. Murphy serves as a Director
for an indefinite term, or until his resignation, retirement, death or
removal and as an officer for an annual term, or until his resignation,
retirement, death or removal. 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 Portfolios and the other Board II Funds
(defined below) for which he is a director or trustee.

-------------------------------------------------------------------------------------------
Interested Director and Officer
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Name, Position(s) Principal Occupation(s) During the Past 5 Dollar Aggregate
Dollar
Range Of
Range of Shares
Shares Beneficially
Beneficially Owned in
Held with the Years; Other Trusteeships/Directorships Held; Owned in All
Portfolios, Length Number of Portfolios in the Fund Complex the Supervised
of Service, Age Currently Overseen Portfolios Funds
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
As of December 31, 2005
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
John V. Murphy, Chairman, Chief Executive Officer and None Over
President and Director (since June 2001) and President $100,000
Principal (since September 2000) of the Manager;
Executive Officer President and director or trustee of other
since and 2001 Oppenheimer funds; President and Director of
Director since 2002 OAC and of Oppenheimer Partnership Holdings,
Age: 56 Inc. (holding company subsidiary of the
Manager) (since July 2001); Director of
OppenheimerFunds Distributor, Inc.
(subsidiary of the Manager) (since November
2001); Chairman and Director of Shareholder
Services, Inc. and of Shareholder Financial
Services, Inc. (transfer agent subsidiaries
of the Manager) (since July 2001); President
and Director of OppenheimerFunds Legacy
Program (charitable trust program established
by the Manager) (since July 2001); 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
2001) and Director (since July 2001) of
Oppenheimer Real Asset Management, Inc.;
Executive Vice President of Massachusetts
Mutual Life Insurance Company (OAC's parent
company) (since February 1997); Director of
DLB Acquisition Corporation (holding company
parent of Babson Capital Management LLC)
(since June 1995); Member of the Investment
Company Institute's Board of Governors (since
October 3, 2003); Chief Operating Officer of
the Manager (September 2000-June 2001);
President and Trustee of MML Series
Investment Fund and MassMutual Select Funds
(open-end investment companies) (November
1999-November 2001); Director of C.M. Life
Insurance Company (September 1999-August
2000); President, Chief Executive Officer and
Director of MML Bay State Life Insurance
Company (September 1999-August 2000);
Director of Emerald Isle Bancorp and Hibernia
Savings Bank (wholly-owned subsidiary of
Emerald Isle Bancorp) (June 1989-June 1998).
Oversees 87 portfolios in the
OppenheimerFunds complex.
-------------------------------------------------------------------------------------------

The addresses of the officers in the chart below are as follows: for Messrs.
Messrs. Bomfim, Caan, Gord, Evans, Manioudakis, Monoyios, Reinganum, Schmidt,
Gillespie and Zack and Ms. Bloomberg, Two World Financial Center, 225 Liberty
Street, New York, New York 10281-1008, for Messrs. Petersen, Szilagyi,
Vandehey and Wixted and Ms. Ives, 6803 S. Tucson Way, Centennial, Colorado
80112-3924. Each officer serves for an indefinite term or until his or her
resignation, retirement death or removal.

-----------------------------------------------------------------------------------------
Other Officers of the Portfolios
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Name, Position(s) Principal Occupation(s) During Past 5 Years
Held with the
Portfolios, Length of
Service, Age
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Antulio Bomfim, Vice President of the Manager since October 2003; Senior
Vice President and Economist at the Board of Governors of the Federal Reserve
Portfolio Manager System (June 1992 to October 2003). A portfolio manager of 11
since 2003 portfolios in the OppenheimerFunds complex.
Age: 38
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Geoffrey Caan, Vice President of the Manager since August 2003; Vice President
Vice President and of ABN AMRO NA, Inc. (June 2002 - August 2003); Vice President
Portfolio Manager of Zurich Scudder Investments (January 1999 - June 2002). A
since 2003 portfolio manager of 11 portfolios in the OppenheimerFunds
Age: 37 complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
George Evans, Vice President (since October 1993) and Director of
Vice President and International Equities (since July 2004) of the Manager.
Portfolio Manager Formerly Vice President of HarbourView Asset Management
since 1999 Corporation (July 1994-November 2001). An officer of 2
Age: 46 portfolios in the OppenheimerFunds complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Benjamin Gord, Vice President of the Manager (since April 2002), of HarbourView
Vice President and Asset Management Corporation (since April 2002) and of OFI
Portfolio Manager Institutional Asset Management, Inc. (as of June 2002);
since 2003 executive director and senior fixed income analyst at Miller
Age: 43 Anderson &amp; Sherrerd, a division of Morgan Stanley Investment
Management (April 1992-March 2002). A portfolio manager of 11
portfolios in the OppenheimerFunds complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Angelo Manioudakis, Senior Vice President of the Manager (since April 2002), of
Vice President and HarbourView Asset Management Corporation (since April 2002) and
Portfolio Manager of OFI Institutional Asset Management, Inc. (since June 2002);
since 2002 Executive Director and portfolio manager for Miller, Anderson &amp;
Age: 39 Sherrerd, a division of Morgan Stanley Investment Management
(August 1993-April 2002). An officer of 14 portfolios in the
OppenheimerFunds complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Nikolaos D. Monoyios, Senior Vice President of the Manager since October 2003; a
Vice President and Certified Financial Analyst. Formerly Vice President of the
Portfolio Manager Manager (April 1998-September 2003). An officer of 6 portfolios
since 1998 in the OppenheimerFunds complex.
Age: 56
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Dr. Marc Reinganum, Vice President of the Manager since September 2002; a Director
Vice President and of Quantitative Research and Portfolio Strategist for Equities.
Portfolio Manager Formerly the Mary Jo Vaughn Rauscher Chair in Financial
since 2003 Investments at Southern Methodist University since 1995. At
Age: 52 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. An officer
of 3 portfolios in the OppenheimerFunds complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
David E. Schmidt, Chief Investment Officer since July 2003, Deputy Chief
Vice President and Investment Officer (June 2002-June 2003), Director of Product
Portfolio Manager Development (December 1999-present) and an analyst (August
since 2003 1994-December 1999) of Trinity Investment Management
Age: 44 Corporation, a wholly-owned subsidiary of the Manager's
immediate parent, Oppenheimer Acquisition Corp.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Thomas Swaney Vice President of the Manager (since April 2006); senior
Vice President and analyst, high grade investment team (June 2002-March 2006);
Portfolio Manager senior fixed income analyst at Miller Anderson &amp; Sherrerd, a
since 2006 division of Morgan Stanley Investment Management (May 1998-May
Age: 33 2002). A portfolio manager of 14 portfolios in the
OppenheimerFunds complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Mark S. Vandehey, Senior Vice President and Chief Compliance Officer of the
Vice President and Manager (since March 2004); Vice President of OppenheimerFunds
Chief Compliance Distributor, Inc., Centennial Asset Management Corporation and
Officer since 2004 Shareholder Services, Inc. (since June 1983); Vice President and
Age: 55] Director of Internal Audit of the Manager (1997-February 2004).
An officer of 87 portfolios in the OppenheimerFunds complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer of the Manager (since March
Treasurer and 1999); Treasurer of the following: HarbourView Asset Management
Principal Financial &amp; Corporation, Shareholder Financial Services, Inc., Shareholder
Accounting Officer Services, Inc., Oppenheimer Real Asset Management Corporation,
since 1999 and Oppenheimer Partnership Holdings, Inc. (since March 1999),
Age: 46 OFI Private Investments, Inc. (since March 2000),
OppenheimerFunds International Ltd. and OppenheimerFunds plc
(since May 2000), OFI Institutional Asset Management, Inc.
(since November 2000), and OppenheimerFunds Legacy Program
(since June 2003); Treasurer and Chief Financial Officer of OFI
Trust Company (trust company subsidiary of the Manager) (since
May 2000); Assistant Treasurer of the following: OAC (since
March 1999), Centennial Asset Management Corporation (March
1999-October 2003) and OppenheimerFunds Legacy Program (April
2000-June 2003); Principal and Chief Operating Officer of
Bankers Trust Company-Mutual Fund Services Division (March
1995-March 1999). An officer of 87 portfolios in the
OppenheimerFunds complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Brian Petersen, Assistant Vice President of the Manager (since August 2002);
Assistant Treasurer Manager/Financial Product Accounting of the Manager (November
since 2004 1998-July 2002). An officer of 87 portfolios in the
Age: 35 OppenheimerFunds complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Brian C. Szilagyi, Assistant Vice President of the Manager (since July 2004);
Assistant Treasurer Director of Financial Reporting and Compliance of First Data
since 2005 Corporation (April 2003-July 2004); Manager of Compliance of
Age: 36 Berger Financial Group LLC (May 2001-March 2003); Director of
Mutual Fund Operations at American Data Services, Inc.
(September 2000-May 2001). An officer of 87 portfolios in the
OppenheimerFunds complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Robert G. Zack, Executive Vice President (since January 2004) and General
Vice President and Counsel (since March 2002) of the Manager; General Counsel and
Secretary since 2001 Director of the Distributor (since December 2001); General
Age: 57 Counsel of Centennial Asset Management Corporation (since
December 2001); Senior Vice President and General Counsel of
HarbourView Asset Management Corporation (since December 2001);
Secretary and General Counsel of OAC (since November 2001);
Assistant Secretary (since September 1997) and Director (since
November 2001) of OppenheimerFunds International Ltd. and
OppenheimerFunds plc; Vice President and Director of Oppenheimer
Partnership Holdings, Inc. (since December 2002); Director of
Oppenheimer Real Asset Management, Inc. (since November 2001);
Senior Vice President, General Counsel and Director of
Shareholder Financial Services, Inc. and Shareholder Services,
Inc. (since December 2001); Senior Vice President, General
Counsel and Director of OFI Private Investments, Inc. and OFI
Trust Company (since November 2001); Vice President of
OppenheimerFunds Legacy Program (since June 2003); Senior Vice
President and General Counsel of OFI Institutional Asset
Management, Inc. (since November 2001); Director of
OppenheimerFunds (Asia) Limited (since December 2003); 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 the
following: Shareholder Services, Inc. (May 1985-November 2001),
Shareholder Financial Services, Inc. (November 1989-November
2001), and OppenheimerFunds International Ltd. (September
1997-November 2001). An officer of 87 portfolios in the
OppenheimerFunds complex.
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Lisa I. Bloomberg, Vice President and Associate Counsel of the Manager (since May
Assistant Secretary 2004); First Vice President (April 2001-April 2004), Associate
since 2004 General Counsel (December 2000-April 2004), Corporate Vice
Age: 38 President (May 1999-April 2001) and Assistant General Counsel
(May 1999-December 2000) of UBS Financial Services Inc.
(formerly, PaineWebber Incorporated). An officer of 87
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; Vice
since 2001 President (since 1999) and Assistant Secretary (since October
Age: 40 2003) of the Distributor; Assistant Secretary of Centennial
Asset Management Corporation (since October 2003); Vice
President and Assistant Secretary of Shareholder Services, Inc.
(since 1999); Assistant Secretary of OppenheimerFunds Legacy
Program and Shareholder Financial Services, Inc. (since December
2001); Assistant Counsel of the Manager (August 1994-October
2003). An officer of 87 portfolios in the OppenheimerFunds
complex.
-----------------------------------------------------------------------------------------

Remuneration of the Officers and Directors. The officers and the
interested Director of the Portfolios, who are affiliated with the Manager,
receive no salary or fee from the Portfolios. The Independent Directors
received the compensation shown below from the Portfolios for serving as a
Director and member of a committee (if applicable), with respect to the
Portfolios' fiscal year ended December 31, 2005. The total compensation,
including accrued retirement benefits, from the Portfolios and fund complex
represents compensation received for serving as a Director and member of a
committee (if applicable) of the Boards of the Portfolios and other funds in
the OppenheimerFunds complex during the calendar year ended December 31,
2005.

---------------------------------------------------------------------------------
Name of Director and Other Aggregate Compensation Total Compensation
From the Portfolios
From the Portfolios(1) and Fund Complex(2)
Portfolio Position(s) (as Fiscal year ended Year ended
applicable) December 31, 2005 December 31, 2005
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William L. Armstrong $4,292 $178,000
Chairman of the Board and
Governance Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Avis $2,857 $118,500
Review Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George C. Bowen $2,857 $118,500
Audit Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward L. Cameron $3,279 $136,000
Audit Committee Chairman
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jon S. Fossel $2,995 $124,100
Review Committee Chairman
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Sam Freedman $2,857 $118,500
Review Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Beverly Hamilton $2,626(3) $107,175
Review Committee Member and
Governance Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Malone $3,296(4) $134,868
Governance Committee Chairman
and
Audit Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
F. William Marshall, Jr.
Audit Committee Member and $2,860 $169,500(5)
Governance Committee Member
---------------------------------------------------------------------------------
1. "Aggregate Compensation From the Portfolios" includes fees and deferred
compensation, if any.
2. In accordance with SEC regulations, for purposes of this section only,
"Fund Complex" includes the Oppenheimer funds, the MassMutual
Institutional Funds, the MassMutual Select Funds and the 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 following: MassMutual Premier International Equity
Fund, MassMutual Premier Main Street Fund, MassMutual Premier Strategic
Income Fund, MassMutual Premier Capital Appreciation Fund, and MassMutual
Premier Global Fund. The Manager does not consider MassMutual
Institutional Funds, MassMutual Select Funds and MML Series Investment
Fund to be part of the OppenheimerFunds' "Fund Complex" as that term may
be otherwise interpreted.
3. Includes $2,626 deferred by Ms. Hamilton under the "Deferred
Compensation Plan" described below.
4. Includes $3,296 deferred by Mr. Malone under the "Deferred Compensation
Plan" described below.
5. Includes $51,000 compensation paid to Mr. Marshall for serving as a
Trustee for MassMutual Select Funds and MML Series Investment Fund.

|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 amount of compensation deferred and the performance
of the selected funds.

Deferral of Directors' fees under the plan will not materially affect
the Portfolios' assets, liabilities or 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 SEC, the Portfolios may invest in the funds selected by the
Directors under the plan without shareholder approval for the limited purpose
of determining the value of the Directors' deferred compensation account.

|X| Principal Holders. As of March 31, 2006, all of the outstanding
shares of Government Securities Portfolio were held by 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 also owned 57.30%, 95.24% and 98.18%, of the outstanding
shares, respectively, of Oppenheimer International Growth Fund/VA, Growth
Portfolio, Total Return Portfolio. Cuna Mutual Life Insurance Company of
Waverly, Iowa owned 40.92% 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 of Ethics 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 Portfolios has adopted Portfolio Proxy
Voting Policies and Procedures under which the Portfolios' vote 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' Portfolio Proxy Voting Guidelines
and to maintain records of such portfolio proxy voting. The Portfolio Proxy
Voting Policies and Procedures include provisions to address conflicts of
interest that may arise between the Portfolios and the Manager or the
Manager's affiliates or business relationships. Such a conflict of interest
may arise, for example, where the Manager or an affiliate of the Manager
manages or administers the assets of a pension plan or other investment
account of the portfolio company soliciting the proxy or seeks to serve in
that capacity. The Manager and its affiliates generally seek to avoid such
conflicts by maintaining separate investment decision making processes to
prevent the sharing of business objectives with respect to proposed or actual
actions regarding portfolio proxy voting decisions. Additionally, the Manager
employs the following two procedures: (1) if the proposal that gives rise to
the conflict is specifically addressed in the Guidelines, the Manager will
vote the portfolio proxy in accordance with the Guidelines, provided that
they do not provide discretion to the Manager on how to vote on the matter;
and (2) if such proposal is not specifically addressed in the Guidelines or
the Guidelines provide discretion to the Manager on how to vote, the Manager
will vote in accordance with the third-party proxy voting agent's general
recommended guidelines on the proposal provided that the Manager has
reasonably determined that there is no conflict of interest on the part of
the proxy voting agent. If neither of the previous two procedures provides an
appropriate voting recommendation, the Manager may retain an independent
fiduciary to advise the Manager on how to vote the proposal or may abstain
from voting. The Guidelines' provisions with respect to certain routine and
non-routine proxy proposals are summarized below:
o The Portfolios generally vote with the recommendation of the issuer's
management on routine matters, including ratification of the
independent registered public accounting firm, unless circumstances
indicate otherwise.
o The Portfolios evaluate nominees for director nominated by management
on a case-by-case basis, examining the following factors, among
others: Composition of the board and key board committees,
attendance at board meetings, corporate governance provisions and
takeover activity, long-term company performance and the nominee's
investment in the company.
o In general, the Portfolios oppose anti-takeover proposals and supports
the elimination, or the ability of shareholders to vote on the
preservation or 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 or
trustees.
o The Portfolios support proposals to eliminate cumulative voting.
o The Portfolios oppose re-pricing of stock options without shareholder
approval.
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 Portfolios are 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 Portfolios' Form N-PX filing is available (i) without charge,
upon request, by calling the Portfolios toll-free at 1.800.525.7048 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:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
12/31/03 12/31/04 12/31/05
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Return $1,954,060 $1,946,204 $1,734,830
Portfolio
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Growth Portfolio $1,063,482 $1,119,003 $1,033,454
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer $721,550 $1,053,887 $1,284,540
International Growth
Fund/VA
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Government $108,936 $96,956 $92,918
Securities Portfolio
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total (All $3,848,028 $4,216,050 $4,145,742
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 Portfolios
sustain by reason of good faith errors or omissions in connection with any
matters to which the agreements relate.

Portfolio Managers

Government Securities Portfolio
The Portfolio is managed by a team of investment professionals comprised
of Angelo Manioudakis, Benjamin J. Gord, Geoffrey Caan, Antulio Bomfim
and Thomas Swaney (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, Geoffrey Caan, Antulio Bomfim and Thomas Swaney (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
International Growth Fund/VA 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 each
Portfolios' investments, several portfolio managers also manage other
investment portfolios and accounts, on behalf of the Manager or its
affiliates. The following table provides information, as of December 31,
2005, regarding the other portfolios and accounts managed by a portfolio
manager. No account has a performance-based advisory fee:

Portfolio RegistereTotal Other Total Other Total
Assets in
Assets in Other Assets
Registered Pooled Pooled in Other
InvestmenInvestment InvestmentInvestment Accounts
CompaniesCompanies Vehicles Vehicles AccountsManaged
Manager Managed Managed(1) Managed Managed(1) Managed (1,2)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
George Evans 4 $2,388.04 None None None None
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Nikolaos 10 $23,224.7 1 $22.9 None None
Monoyios
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Marc Reinganum 7 $16,423.7 None None None None
----------------------------------------------------------------------------
----------------------------------------------------------------------------
David Schmidt None None 3 $5.5 357 $3,694.9
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Angelo 17 $9,080.3 6 $194.8 1 $39.5
Manioudakis
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Benjamin J. 14 $8,568.9 6 $194.8 1 $39.5
Gord
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Geoffrey Caan 14 $8,568.9 6 $194.8 1 $39.5
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Antulio Bomfim 14 $8,568.9 6 $194.8 1 $39.5
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Thomas Swaney 14 $8,568.9 6 $194.8 1 $39.5
----------------------------------------------------------------------------
1 In millions.
2 Does not include personal accounts of portfolio managers and their
families, which are subject to the Code of Ethics.

As indicated above, some of 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 strategies of the other funds or accounts are the same as, or
different from, the Portfolios' 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
managers may manage other funds or accounts with investment objectives and
strategies similar to those of the Portfolio, or may manage funds or accounts
with investment objectives and strategies that are different from those of
the Portfolios.

|X| Compensation of the Portfolio Managers. The Portfolios' Portfolio
Managers are employed and compensated by the Manager, not the Portfolios. 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,
2005, each Portfolio Managers' compensation consisted principally 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.

To help the Manager attract and retain talent, 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.
The annual discretionary bonus is determined by senior management of the
Manager and is based on a number of factors, including management quality
(such as style consistency, risk management, sector coverage, team leadership
and coaching) and organizational development. The Portfolio Managers'
compensation is not based on the total value of a Portfolio's portfolio
assets or its investment performance. However, each portfolio managers'
compensation is based on the performance of a tracking portfolio that is
substantially similar to the Portfolio or Portfolios that he or she manages,
measured against an appropriate Lipper benchmark selected by management. The
Manager has a number of procedures in place to ensure that portfolio managers
do not allocate securities to those portfolios in an inequitable manner,
including monitoring and dispersion analysis. The compensation structure of
certain other funds and accounts managed by the Portfolio Managers differs
from the compensation structure of the Portfolios, described above. A portion
of the Portfolio Managers' compensation with regard to other portfolios may
be based on the performance of those portfolios compared to a particular
benchmark.

Ownership of Portfolio Shares. As of December 31, 2005, the portfolio
managers beneficially owned shares of the Portfolios as follows:

----------------------------------------------------------
Portfolio Manager Range of Shares
Beneficially
Owned in the Fund
----------------------------------------------------------
----------------------------------------------------------
George Evans $100,001-$500,000
----------------------------------------------------------

Brokerage Policies of the Portfolios

Brokerage Provisions of the Investment Advisory Agreements. One of the duties
of the Manager under the investment advisory agreements is to arrange the
portfolio transactions for the Portfolios. The advisory agreements contain
provisions relating to the employment of broker-dealers to effect the
Portfolios' 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, that the Manager thinks, in
its best judgment based on all relevant factors, will implement the policy of
the Portfolios to obtain, at reasonable expense, the "best execution" of the
Portfolios' portfolio transactions. "Best execution" means 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 commissions paid
to the extent consistent with the interests and policies of the Portfolios as
established by its Board of Directors.

Under the investment advisory agreements, in choosing brokers to
execute portfolio transactions for the Portfolios, the Manager may select
brokers (other than affiliates) that provide both brokerage and research
services to the Portfolios. The commissions 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.

Brokerage Practices Followed by the Manager. The Manager allocates brokerage
for the Portfolios subject to the provisions of the investment advisory
agreements and other applicable rules and procedures described below.

The Manager's portfolio traders allocate brokerage based upon
recommendations from the Manager's portfolio managers, together with the
portfolio traders' judgment as to the execution capability of the broker or
dealer. 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.

For the Equity Portfolios, 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 therefore
would not have the benefit of negotiated commissions that are available in
U.S. markets. Brokerage commissions are paid primarily for transactions in
listed securities or for certain fixed-income agency transactions executed 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, a 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

For the Fixed-Income Portfolios, most securities purchases made by a
Portfolio are in principal transactions at net prices. A Portfolio usually
deals directly with the selling or purchasing principal or market maker
without incurring charges for the services of a broker on its behalf unless
the Manager determines that a better price or execution may be obtained by
using the services of a broker. Therefore, a Portfolio does not incur
substantial brokerage costs. Portfolio securities purchased from underwriters
include a commission or concession paid by the issuer to the underwriter in
the price of the security. Portfolio securities purchased from dealers
include a spread between the bid and asked price. In an option transaction,
the Portfolio ordinarily uses the same broker for the purchase or sale of the
option and any transaction in the investment to which the option relates.

Other accounts advised by the Manager have investment policies similar
to those of the Portfolios. Those other accounts may purchase or sell the
same securities as a Portfolio at the same time as a Portfolio, which could
affect the supply and price of the securities. If two or more accounts
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.

Rule 12b-1 under the Investment Company Act prohibits any fund from
compensating a broker or dealer for promoting or selling the funds' shares by
(1) directing to that broker or dealer any of the funds' portfolio
transactions, or (2) directing any other remuneration to that broker or
dealer, such as commissions, mark-ups, mark downs or other fees from the
funds' portfolio 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 fund and its investment adviser cannot use
the funds' brokerage for the purpose of rewarding broker-dealers for selling
the funds' shares.

However, the Rule permits funds 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 Portfolios' Board of Directors has approved those procedures) that
permit the Portfolios to direct portfolio securities transactions to brokers
or dealers that also promote or sell shares of the Portfolios, subject to the
"best execution" considerations discussed above. Those procedures are
designed to prevent: (1) the Manager's personnel who effect the Portfolios'
transactions from taking into account a broker's or dealer's promotion or
sales of the Portfolios shares when allocating the Portfolios' transactions,
and (2) the Portfolios, 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 through a "step-out"
arrangement, to any broker or dealer in consideration of that broker's or
dealer's promotion or sale of the Portfolios' shares or the shares of any of
the other Oppenheimer funds.

The investment advisory agreement permits the Manager to allocate
brokerage for research services. The research services provided by a
particular broker may be useful both to the Portfolios and to one or more of
the other accounts advised by the Manager or its affiliates. Investment
research may be supplied to the Manager by the broker or by a third party at
the instance of a broker through which trades are placed.

Investment research services include information and analysis on
particular companies and industries as well as market or economic trends and
portfolio strategy, market quotations for portfolio evaluations, analytical
software 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.

Although the Manager currently does not do so, the Board of Directors
may permit the Manager to use stated commissions on secondary fixed-income
agency 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 may also permit 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 broaden the scope and
supplement the research activities of the Manager. That research provides
additional views and comparisons for consideration, and helps the Manager to
obtain market information for the valuation of securities that are either
held in the Portfolios' portfolio or are being considered for purchase. The
Manager provides information to the Board about the commissions paid to
brokers furnishing such services, together with the Manager's representation
that the amount of such commissions was reasonably related to the value or
benefit of such services.

During the fiscal years ended December 31, 2003, 2004 and 2005, the
Portfolios paid the total brokerage commissions indicated in the chart below:

-------------------------------------------------------------------------------
Total Brokerage Commissions Paid by the Portfolios During the Fiscal Years
Ended:*
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Portfolio 12/31/03 12/31/04 12/31/05
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Growth Portfolio $277,381 $346,984 $337,682
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Return Portfolio $780,963 $784,911 $583,763
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer International
Growth Fund/VA $208,237 $116,393 $157,563
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Government Securities $1,718 $2,666 N/A
Portfolio
-------------------------------------------------------------------------------
* Amounts do not include spreads or concessions on principal transactions
on a net trade basis.

During the fiscal year ended December 31, 2005, the Portfolios paid the
following amounts in commissions to firms that provide brokerage and research
services to the Portfolios with respect to the aggregate portfolio
transactions indicated. All such transactions were on a "best execution"
basis, as described above. The provision of research services was not
necessarily a factor in the placement of all such transactions.

-------------------------------------------------------------------------------
Portfolio Commissions Paid to Aggregate Transactions
Firms that Provided by Firms that Provided
Research Research
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Growth Portfolio $98,410,471 $57,637
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total Return Portfolio $56,641,325 $72,570
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer International
Growth Fund/VA $142,284,347 $149,062
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Government Securities N/A N/A
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.

Oppenheimer 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 Oppenheimer International Growth
Fund/VA will make payments to the Distributor in connection with the
distribution and/or servicing of Service shares. The 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. The 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, Oppenheimer 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 Oppenheimer International Growth Fund/VA, assisting in
establishing and maintaining accounts in the Oppenheimer International Growth
Fund/VA and providing other services at the request of the Oppenheimer
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 Oppenheimer 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.

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 2005, Oppenheimer International Growth Fund/VA
paid $33,995 to the Distributor under its 12b-1 Plan for Service shares. The
Distributor retained no portion of that amount. Service shares were not
issued during calendar year 2005 for Growth Portfolio, Total Return Portfolio
and Government Securities Portfolio.

Payments to Portfolio Intermediaries

Financial intermediaries may receive various forms of compensation or
reimbursement from Oppenheimer International Growth Fund/VA in the form of
12b-1 plan payments as described in the preceding section of this SAI.
Additionally, the Manager and/or the Distributor (including their affiliates)
may make payments to financial intermediaries in connection with their
offering and selling shares of Oppenheimer International Growth Fund/VA and
other Oppenheimer funds, providing marketing or promotional support,
transaction processing and/or administrative services. Among the financial
intermediaries that may receive these payments are brokers, dealers or
insurance agents who sell and/or hold shares of a Oppenheimer International
Growth Fund/VA, banks (including bank trust departments), registered
investment advisers, insurance companies, retirement plan and qualified
tuition program administrators, third party administrators, and other
institutions that have selling, servicing or similar arrangements with the
Manager or Distributor. The payments to intermediaries vary by the types of
product sold, the features of Oppenheimer International Growth Fund/VA's
Service Shares and the role played by the intermediary.

Possible types of payments to financial intermediaries include, without
limitation, those discussed below.

o Payments made by Oppenheimer International Growth Fund/VA, or by an
investor buying or selling shares of Oppenheimer International
Growth Fund/VA may include:

o ongoing asset-based payments attributable to the Service Shares,
including fees payable under Oppenheimer International Growth
Fund/VA's distribution and/or service plan adopted under Rule
12b-1 under the Investment Company Act, which are paid from
Oppenheimer International Growth Fund/VA's assets and allocated
to the class of shares to which the plan relates (see "About
the Funds--Distribution and Service Plans" above);
o shareholder servicing payments for providing omnibus accounting,
recordkeeping, networking, sub-transfer agency or other
administrative or shareholder services, which are paid from the
assets of Oppenheimer International Growth Fund/VA as
reimbursement to the Manager or Distributor for expenses they
incur on behalf of Oppenheimer International Growth Fund/VA.

o Payments made by the Manager or Distributor out of their respective
resources and assets, which may include profits the Manager derives
from investment advisory fees paid by Oppenheimer International
Growth Fund/VA. These payments are made at the discretion of the
Manager and/or the Distributor. These payments, often referred to as
"revenue sharing" payments, may be in addition to the payments by
Oppenheimer International Growth Fund/VA listed above.

o These types of payments may reflect compensation for marketing support,
support provided in offering Oppenheimer International Growth
Fund/VA or other Oppenheimer funds through certain trading
platforms and programs, transaction processing or other
services;
o The Manager and Distributor each may also pay other compensation to the
extent the payment is not prohibited by law or by any
self-regulatory agency, such as the NASD. Payments are made
based on the guidelines established by the Manager and
Distributor, subject to applicable law.

These payments may provide an incentive to financial intermediaries to
actively market or promote the sale of shares of Oppenheimer International
Growth Fund/VA or other Oppenheimer funds, or to support the marketing or
promotional efforts of the Distributor in offering shares of Oppenheimer
International Growth Fund/VA or other Oppenheimer funds. In addition, some
types of payments may provide a financial intermediary with an incentive to
recommend Oppenheimer International Growth Fund/VA or a particular share
class. Financial intermediaries may earn profits on these payments, since the
amount of the payment may exceed the cost of providing the service. Certain
of these payments are subject to limitations under applicable law. Financial
intermediaries may categorize and disclose these arrangements to their
clients and to members of the public in a manner different from the
disclosures in Oppenheimer International Growth Fund/VA's Prospectus and this
SAI. You should ask your financial intermediary for information about any
payments it receives from Oppenheimer International Growth Fund/VA, the
Manager or the Distributor and any services it provides, as well as the fees
and commissions it charges.

Although dealers that sell Oppenheimer International Growth Fund/VA
shares may also act as a broker or dealer in connection with the execution of
the purchase or sale of portfolio securities by Oppenheimer International
Growth Fund/VA or other Oppenheimer funds, a broker or dealer's sales of
shares of Oppenheimer International Growth Fund/VA or such other Oppenheimer
funds is not a consideration for the Manager when choosing brokers or dealers
to effect portfolio transactions for Oppenheimer International Growth Fund/VA
or such other Oppenheimer funds.

Revenue sharing payments can pay for distribution-related or asset
retention items including, without limitation,

o transactional support, one-time charges for setting up access for
Oppenheimer International Growth Fund/VA or other Oppenheimer funds
on particular trading systems, and paying the intermediary's
networking fees;
o program support, such as expenses related to including the Oppenheimer
funds in retirement plans, college savings plans, fee-based advisory
or wrap fee programs, fund "supermarkets", bank or trust company
products or insurance companies' variable annuity or variable life
insurance products;
o placement on the dealer's list of offered funds and providing
representatives of the Distributor with access to a financial
intermediary's sales meetings, sales representatives and management
representatives.

Additionally, the Manager or Distributor may make payments for firm
support, such as business planning assistance, advertising, and educating a
financial intermediary's sales personnel about the Oppenheimer funds and
shareholder financial planning needs.

For the year ended December 31, 2005, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer
funds, and/or their respective affiliates, received revenue sharing or
similar distribution-related payments from the Manager or Distributor for
marketing or program support:

Advantage Capital Corp./Financial Advest, Inc.
Services Corp.
Aegon USA Aetna Retirement Services, Inc.
A.G. Edwards &amp; Sons, Inc. AIG Life
Allianz Life Insurance Company Allmerica Financial Life Insurance
and Annuity Co.
Allstate Financial Advisors American Enterprise Life Insurance
American General Securities, Inc. American General Annuity
Ameriprise Financial Services, Inc. American Portfolio Financial
Services, Inc.
Ameritas Life Insurance Corporation Annuity Investors Life
Associated Securities AXA Advisors
Banc One Securities Corp. BNY Investment Center, Inc.
Cadaret Grant &amp; Co. Inc. Charles Schwab - Great West Life
Chase Investment Services Corp. CitiCorp Investment Services, Inc.
Citigroup Global Markets, Inc. (SSB) CitiStreet
Citizens Bank of Rhode Island CJM Planning Corp.
Columbus Life Insurance Company Commonwealth Financial Network
CUNA Brokerage Services, Inc. CUSO Financial Services, L.P.
Federal Kemper Life Assurance Company Financial Network (ING)
First Global Capital GE Financial Assurance - GE Life &amp;
Annuity
Glenbrook Life and Annuity Co. Hartford
HD Vest HSBC Brokerage (USA) Inc.
ING Financial Advisers ING Financial Partners
Jefferson Pilot Life Insurance Company Jefferson Pilot Securities Corp.
John Hancock Life Insurance Co. Kemper Investors Life Insurance Co.
Legend Equities Corp. Legg Mason
Lincoln Benefit Life Lincoln Financial
Lincoln Investment Planning, Inc. Lincoln National Life
Linsco Private Ledger MassMutual Financial Group and
affiliates
McDonald Investments, Inc. Merrill Lynch &amp; Co. and affiliates
MetLife and affiliates Minnesota Life Insurance Company
Mony Life Insurance Co. Morgan Stanley Dean Witter, Inc.
Multi-Financial (ING) Mutual Service Corporation
National Planning Holdings, Inc. Nationwide and affiliates
NFP New York Life Securities, Inc.
Park Avenue Securities LLC PFS Investments, Inc.
Prime Capital Services, Inc. Primevest Financial Services, Inc.
(ING)
Protective Life Insurance Co. Prudential Investment Management
Services LLC
Raymond James &amp; Associates Raymond James Financial Services
RBC Dain Rauscher Inc. Royal Alliance
Securities America Inc. Security Benefit Life Insurance Co.
Sentra Securities Signator Investments
Sun Life Assurance Company of Canada SunAmerica Securities, Inc.
SunTrust Securities Thrivent
Travelers Life &amp; Annuity Co., Inc. UBS Financial Services Inc.
Union Central Life Insurance Company United Planners
Valic Financial Advisors, Inc. Wachovia Securities LLC
Walnut Street Securities (Met Life Waterstone Financial Group
Network)
Wells Fargo Investments, LLC

For the year ended December 31, 2005, the following firms, which in
some cases are broker-dealers, received payments from the Manager or
Distributor for administrative or other services provided (other than revenue
sharing arrangements), as described above:

ABN AMRO Financial Services Inc. ACS HR Solutions LLC
Administrative Management Group ADP Broker/Dealer Inc.
Aetna Financial Services Alliance Benefit Group
American Stock Transfer &amp; Trust Co Ameriprise Financial Services, Inc.
Baden Retirement Plan Services LLC Banc One Securities Corp.
BCG Securities Benefit Administration Company LLC
Benefit Administration Inc. Benefit Plans Administrative
Services
Benetech Inc. Bisys Retirement Services
Boston Financial Data Services Inc. Ceridian Retirement Plan Services
Charles Schwab &amp; Co Inc. Charles Schwab Trust Company
Circle Trust Company Citigroup Global Markets Inc.
CitiStreet City National Bank
Columbia Funds Distributor Inc. CPI Qualified Plan Consultants Inc.
Daily Access.Com Inc. Digital Retirement Solutions
DST Systems Inc. Dyatech LLC
Edgewood/Federated Investments ERISA Administrative Services Inc.
Expert Plan Inc. FASCorp
FBD Consulting Inc. Fidelity Institutional Operations
Co.
Fidelity Investments First National Bank of Omaha
First Trust Corp. First Trust-Datalynx
Franklin Templeton Geller Group LTD
GoldK Inc. Great West Life &amp; Annuity Ins Co.
Hartford Life Insurance Co Hewitt Associates LLC
ICMA-RC Services LLC Independent Plan Coordinators Inc.
ING Ingham Group
Interactive Retirement Systems Invesco Retirement Plans
Invesmart InWest Pension Management
John Hancock Life Insurance Co. JPMorgan Chase &amp; Co
JPMorgan Chase Bank July Business Services
Kaufman &amp; Goble Leggette &amp; Company Inc.
Lincoln National Life MassMutual Financial Group and
affiliates
Matrix Settlement &amp; Clearance Services Mellon HR Solutions
Mercer HR Services Merrill Lynch &amp; Co., Inc.
Metavante 401(k) Services Metlife Securities Inc.
MFS Investment Management Mid Atlantic Capital Corp.
Milliman Inc. Morgan Stanley Dean Witter Inc.
National City Bank National Financial Services Corp.
Nationwide Investment Service Corp. New York Life Investment Management
Northeast Retirement Services Northwest Plan Services Inc.
Pension Administration and Consulting PFPC Inc.
Plan Administrators Inc. PlanMember Services Corporation
Princeton Retirement Group Inc. Principal Life Insurance Co
Programs for Benefit Plans Inc. Prudential Retirement Insurance &amp;
Annuity Co.
Prudential Retirement Services PSMI Group
Putnam Investments Quads Trust Company
RSM McGladrey Retirement Resources SAFECO
Standard Insurance Co Stanley Hunt DuPree Rhine
Stanton Group Inc. State Street Bank &amp; Trust
Strong Capital Management Inc. Symetra Investment Services Inc.
T Rowe Price Associates Taylor Perky &amp; Parker LLC
Texas Pension Consultants The 401(K) Company
The Chicago Trust Company The Retirement Plan Company LLC
The Vanguard Group TruSource
Unified Fund Services Inc. Union Bank &amp; Trust Co. (Nebraska)
USI Consulting Group (CT) Valic Retirement Services Co
Wachovia Bank NA Web401k.com
Wells Fargo Bank NA Wilmington Trust Company
WySTAR Global Retirement Solutions

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, 2005:
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:

Standardized Yield = 2[(a-b 6
--- + 1) - 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 12/31/05
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Portfolio Standardized Yield Dividend Yield
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Government Securities 4.01% 3.48%
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:

1/n
ERV
--- - 1 = Average Annual Total Return
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 12/31/05
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 Portfolio(1) 46.14% 6.41% 1.31% 3.87%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Return Portfolio(2) 54.04% 4.78% 2.03% 4.41%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Government Securities 69.49% 1.48% 5.06% 5.42%
Portfolio(3)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Oppenheimer 117.44% 14.06% 1.78% 8.08%
International Growth
Fund/VA(4)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Oppenheimer 30.93% 14.95% 5.80% N/A
International Growth
Fund/VA Service Shares(5)
--------------------------------------------------------------------------------
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
Portfolios 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 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 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. The
insurance companies, and not their customers are "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. These customers are indirect owners for all purposes except for
those rights reserved by insurance companies in the insurance contract, or as
permitted by the SEC. The term "shareholder" in this Statement of Additional
Information refers to the indirect or underlying owner of shares held in the
account, and not to the insurance companies.

The sale of shares of the Portfolios is currently limited to Accounts
as explained on the cover page of this SAI 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 NYSE on
each day the NYSE is open. The calculation is done by dividing the value of
a Portfolio's net assets by the number of shares outstanding. The NYSE
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 NYSE'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 NYSE members may conduct trading in certain
securities on days on which the NYSE 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 NYSE.

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 NYSE, 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
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, 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, 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 on
the valuation date. If not, the value shall be the closing bid price on the
principal exchange or on NASDAQ on the valuation date. If the put, call or
future is not traded on an exchange or on NASDAQ, 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. Each Portfolio is treated as a separate entity for federal income tax
purposes. Each Portfolio intends to qualify as a "regulated investment
company" under the provisions of Subchapter M of the Code. As a regulated
investment company, each Portfolio is required to distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income, net short-term
capital gain, and net gains from certain foreign currency transactions). To
qualify for treatment as a regulated investment company, a Portfolio must
meet certain income source, asset diversification and income distribution
requirements. If each Portfolio qualifies as a "regulated investment
company" and complies with the relevant provisions of the Code, each
Portfolio will be relieved of federal income tax on the part of its net
ordinary income and realized net capital gain which it distributes to the
separate accounts. If a Portfolio fails to qualify as a regulated investment
company, the Portfolio will be subject to federal, and possibly state,
corporate taxes on its taxable income and gains. Furthermore, distributions
to its shareholders will constitute ordinary dividend income to the extent of
such Portfolios' available earnings and profits, and insurance policy and
product holders could be subject to current tax on distributions received
with respect to Portfolio shares.

Each Portfolio supports variable life insurance, variable annuity contracts
and other insurance company separate accounts and therefore must, and intends
to, comply with the diversification requirements imposed by section 817(h) of
the Code and the regulations hereunder. These requirements place certain
limitations on the proportion of each Portfolio's assets that may be
represented by any single investment (which includes all securities of the
issuer) and are in addition to the diversification requirements applicable to
such Portfolio's status as a regulated investment company. For these
purposes, each U.S. Government agency or instrumentality is treated as a
separate issuer, while a particular foreign government and its agencies,
instrumentalities, and political subdivisions are all considered the same
issuer.

Generally, a regulated investment company must distribute substantially all
of its ordinary income and capital gains in accordance with a calendar year
distribution requirement in order to avoid a nondeductible 4% federal excise
tax. However, the excise tax does not apply to a Portfolio whose only
shareholders are certain tax-exempt trusts or segregated asset accounts of
life insurance companies held in connection with variable contracts. The
Portfolios intend to qualify for this exemption or to make distributions in
accordance with the calendar year distribution requirements and therefore do
not expect to be subject to this excise tax.

Foreign Taxes. Investment income received from sources within foreign
countries may be subject to foreign income taxes. In this regard,
withholding tax rates in countries with which the United States does not have
a tax treaty are often as high as 30% or more. The United States has entered
into tax treaties with many foreign countries that entitle certain investors
to a reduced rate of tax (generally 10-15%) or to certain exemptions from
tax. Each Portfolio will operate so as to qualify for such reduced tax rates
or tax exemptions whenever possible. While insurance policy and product
holders will bear the cost of any foreign tax withholding, they will not be
able to claim a foreign tax credit or deduction for taxes paid by the
Portfolio.

The Portfolios that may invest in foreign securities, may invest in
securities of "passive foreign investment companies" ("PFICs"). A PFIC is a
foreign corporation that, in general, meets either of the following tests:
(1) at least 75% of the its gross income is passive; or (2) an average of at
least 50% of its assets produce, or are held for the production of, passive
income. A Portfolio investing in securities of PFICs may be subject to U.S.
federal income taxes and interest charges, which would reduce the investment
return of a Portfolio making such investments. The owners of variable
annuities, variable life insurance products and other insurance company
separate accounts investing in such Portfolio would effectively bear the cost
of these taxes and interest charges. In certain cases, a Portfolio may be
eligible to make certain elections with respect to securities of PFICs that
could reduce taxes and interest charges payable by the Portfolio. However,
no assurance can be given that such elections can or will be made.

This is a general and abbreviated summary of the applicable provisions of the
Code and Treasury Regulations currently in effect as interpreted by the
Courts and the Internal Revenue Service. For further information, consult
the prospectus and/or statement of additional information for your particular
insurance product, as well as your own tax advisor.

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.

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 &amp; 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 &amp; Touche LLP to the Manager and certain related
companies must also be pre-approved by the Audit Committee.

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, 2005, 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 periods presented. 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.
The Portfolio is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. Our 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, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. Our procedures
included confirmation of securities owned as of December 31, 2005, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other auditing procedures. 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, 2005, 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 periods presented, in conformity with accounting
principles generally accepted in the United States of America.

/s/ DELOITTE &amp; TOUCHE LLP
-------------------------
DELOITTE &amp; TOUCHE LLP

Denver, Colorado
February 13, 2006

23 | GOVERNMENT SECURITIES PORTFOLIO

STATEMENT OF INVESTMENTS December 31, 2005
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES--6.0%
--------------------------------------------------------------------------------
Ace Securities Corp., Home Equity Loan
Pass-Through Certificates, Series
2002-HE7, Cl. A2B, 4.559%, 11/25/35 1 $ 40,000 $ 40,025
--------------------------------------------------------------------------------
Capital Auto Receivables Asset
Trust, Automobile Mtg.-Backed
Nts., Series 2004-2, Cl. A3, 3.58%,
1/15/09 80,000 78,533
--------------------------------------------------------------------------------
Centex Home Equity Co. LLC,
Home Equity Loan Asset-Backed
Certificates:
Series 2004-D, Cl. AF1, 2.98%, 4/25/20 6,156 6,138
Series 2005-B, Cl. AF1, 4.02%, 3/26/35 14,996 14,919
--------------------------------------------------------------------------------
Countrywide Asset-Backed
Certificates, Inc., Home Equity
Asset-Backed Certificates:
Series 2005-16, Cl. 2AF2,
5.382%, 5/25/36 1 30,000 30,000
Series 2005-17, Cl. 1AF1,
4.58%, 12/27/35 1 50,000 49,998
Series 2005-17, Cl. 1AF2,
5.363%, 12/27/35 1 20,000 20,005
--------------------------------------------------------------------------------
DaimlerChrysler Auto Trust,
Automobile Loan Pass-Through
Certificates:
Series 2004-B, Cl. A2, 2.48%, 2/8/07 1,711 1,711
Series 2005-A, Cl. A2, 3.17%, 9/8/07 56,158 55,993
Series 2005-B, Cl. A2, 3.75%, 12/8/07 64,033 63,884
--------------------------------------------------------------------------------
Equity One ABS, Inc., Home Equity
Asset-Backed Security, Series 2004-3,
Cl. AF2, 3.80%, 7/25/34 1 70,000 69,722
--------------------------------------------------------------------------------
First Franklin Mortgage Loan Asset-
Backed Certificates, Home Equity
Receivables, Series 2005-FF10, Cl. A3,
4.589%, 11/25/35 1 110,000 110,068
--------------------------------------------------------------------------------
Ford Credit Auto Owner Trust,
Automobile Loan Pass-Through
Certificates:
Series 2005-A, Cl. A3, 3.48%, 11/17/08 60,000 59,279
Series 2005-B, Cl. A2, 3.78%, 9/15/07 51,088 50,981
--------------------------------------------------------------------------------
Household Home Equity Loan Trust,
Home Equity Loan Pass-Through
Certificates, Series 2005-3, Cl. A1, 4.63%,
1/20/35 1 54,506 54,544
--------------------------------------------------------------------------------
Lehman XS Trust, Home Equity Mtg
Pass-Through Certificates:
Series 2005-2, Cl. 2A1B, 3.63%,
8/25/35 1 85,277 85,397
Series 2005-4, Cl. 2A1B, 5.17%,
10/25/35 54,005 54,039
Series 2005-10, Cl. 2A3B, 5.55%,
12/25/06 50,000 49,992

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES Continued
--------------------------------------------------------------------------------
Popular ABS Mortgage Pass-Through
Trust, Home Equity Pass-Through
Certificates:
Series 2005-1, Cl. AF2, 3.914%,
5/25/35 1 $ 20,000 $ 19,725
Series 2005-2, Cl. AF2, 4.415%,
4/25/35 1 30,000 29,706
Series 2005-6, Cl. A3, 5.68%, 1/25/36 1 30,000 30,000
--------------------------------------------------------------------------------
Structured Asset Securities Corp.,
Home Equity Obligations, Series
2003-25XS, Cl. A4, 4.51%, 8/25/33 21,154 21,089
--------------------------------------------------------------------------------
USAA Auto Owner Trust, Automobile
Loan Asset-Backed Nts., Series 2004-2,
Cl. A2, 2.41%, 2/15/07 1,950 1,949
--------------------------------------------------------------------------------
Volkswagen Auto Lease Trust,
Automobile Lease Asset-Backed
Securities, Series 2004-A, Cl. A2,
2.47%, 1/22/07 19,339 19,307
--------------------------------------------------------------------------------
Wachovia Auto Owner Trust,
Automobile Receivable Nts., Series
2004-B, Cl. A2, 2.40%, 5/21/07 9,620 9,606
--------------------------------------------------------------------------------
WFS Financial Owner Trust,
Automobile Receivable Obligations,
Series 2002-2, Cl. A4, 4.50%, 2/20/10 17,284 17,293
--------------
Total Asset-Backed Securities (Cost $1,047,495) 1,043,903

--------------------------------------------------------------------------------
MORTGAGE-BACKED OBLIGATIONS--86.1%
--------------------------------------------------------------------------------
GOVERNMENT AGENCY--74.5%
--------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED--73.0%
Fannie Mae Whole Loan, CMO
Pass-Through Certificates, Trust
2004-W9, Cl. 2A2, 7%, 2/25/44 121,543 127,354
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.:
4.50%, 5/1/19 154,892 150,977
5%, 1/1/36 2 239,000 231,382
6%, 10/1/22-10/1/34 456,497 462,640
6.50%, 4/1/18-12/1/30 293,465 302,026
7%, 8/1/16-10/1/31 109,370 113,897
10.50%, 10/1/20 8,408 9,428
--------------------------------------------------------------------------------
Federal Home Loan Mortgage
Corp., CMO Gtd. Multiclass Mtg.
Participation Certificates:
Series 2042, Cl. N, 6.50%, 3/15/28 58,132 59,654
Series 2046, Cl. G, 6.50%, 4/15/28 182,251 188,050
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
CMO Gtd. Real Estate Mtg. Investment
Conduit Multiclass Pass-Through
Certificates:
Series 1669, Cl. G, 6.50%, 2/15/23 597 596
Series 2034, Cl. Z, 6.50%, 2/15/28 20,482 21,157
Series 2053, Cl. Z, 6.50%, 4/15/28 26,860 27,677
Series 2055, Cl. ZM, 6.50%, 5/15/28 35,455 36,393
Series 2080, Cl. Z, 6.50%, 8/15/28 23,387 23,972
Series 2220, Cl. PD, 8%, 3/15/30 9,027 9,645

7 | GOVERNMENT SECURITIES PORTFOLIO

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

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED Continued
Federal Home Loan Mortgage Corp.,
CMO Gtd. Real Estate Mtg. Investment
Conduit Multiclass Pass-Through
Certificates: Continued
Series 2326, Cl. ZP, 6.50%, 6/15/31 $ 21,907 $ 22,571
Series 2387, Cl. PD, 6%, 4/15/30 27,669 27,932
Series 2456, Cl. BD, 6%, 3/15/30 10,050 10,070
Series 2500, Cl. FD, 4.869%, 3/15/32 1 16,021 16,198
Series 2526, Cl. FE, 4.769%, 6/15/29 1 21,352 21,506
Series 2551, Cl. EA, 4%, 12/15/12 81,074 80,931
Series 2551, Cl. FD, 4.769%, 1/15/33 1 17,149 17,309
Series 2583, Cl. KA, 5.50%, 3/15/22 51,120 51,217
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Gtd. Real Estate Mtg. Investment
Conduit Multiclass Pass-Through
Certificates, Series 3017, Cl. CF,
4.669%, 8/15/25 1 71,626 71,407
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Interest-Only Stripped Mtg.-Backed
Security:
Series 192, Cl. IO, 15.434%, 2/1/28 3 10,508 2,148
Series 200, Cl. IO, 14.015%, 1/1/29 3 12,333 2,681
Series 205, Cl. IO, 11.636%, 9/1/29 3 67,957 15,975
Series 2003-118, Cl. S, 20.029%,
12/25/33 3 168,476 18,405
Series 2074, Cl. S, 7.416%, 7/17/28 3 13,577 1,296
Series 2079, Cl. S, 7.334%, 7/17/28 3 21,832 2,157
Series 2526, Cl. SE, 10.419%, 6/15/29 3 35,168 2,409
Series 2819, Cl. S, 10.861%, 6/15/34 3 309,457 22,546
Series 2920, Cl. S, 14.308%, 1/15/35 3 202,227 9,776
Series 3000, Cl. SE, 20.785%, 7/15/25 3 219,368 8,017
--------------------------------------------------------------------------------
Federal National Mortgage Assn.:
5%, 6/1/18-7/1/18 199,801 198,012
5%, 1/1/36 2 1,354,000 1,312,110
5.50%, 3/1/33-1/1/34 1,098,148 1,090,502
5.50%, 1/1/21-1/1/36 2 4,444,000 4,420,853
6%, 11/1/17-11/1/32 902,217 918,704
6%, 1/1/36 2 131,000 132,228
6.50%, 2/1/09-7/1/32 315,304 324,887
6.50%, 1/1/36 2 272,000 279,055
7%, 11/1/13-11/1/17 144,492 150,118
7.50%, 9/1/22-2/1/27 30,169 31,697
8.50%, 7/1/32 3,090 3,346
--------------------------------------------------------------------------------
Federal National Mortgage Assn.,
CMO Gtd. Real Estate Mtg
Investment Conduit Pass-Through
Certificates:
Trust 1998-63, Cl. PG, 6%, 3/25/27 1,956 1,952
Trust 2001-50, Cl. NE, 6%, 8/25/30 14,129 14,212
Trust 2001-51, Cl. OD, 6.50%, 10/25/31 89,663 92,348
Trust 2001-70, Cl. LR, 6%, 9/25/30 17,888 18,060
Trust 2001-72, Cl. NH, 6%, 4/25/30 11,201 11,288
Trust 2001-74, Cl. PD, 6%, 5/25/30 3,761 3,771
Trust 2002-52, Cl. FG, 4.879%, 9/25/32 1 33,014 33,414
Trust 2002-77, Cl. WF, 4.77%, 12/18/32 1 26,483 26,685

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED Continued
Federal National Mortgage Assn.,
CMO Gtd. Real Estate Mtg.
Investment Conduit Pass-Through
Certificates: Continued
Trust 2003-17, Cl. EQ, 5.50%, 3/25/23 $ 187,000 $ 188,420
Trust 2003-23, Cl. EQ, 5.50%, 4/25/23 137,000 137,998
Trust 2004-101, Cl. BG, 5%, 1/25/20 67,000 66,122
Trust 2005-67, Cl. BF, 4.729%,
8/25/35 1 129,511 129,841
Trust 2005-100, Cl. BQ, 5.50%,
11/25/25 40,000 39,452
Trust 2005-100, Cl. F, 4.679%,
11/25/35 1 274,274 275,251
--------------------------------------------------------------------------------
Federal National Mortgage Assn.,
CMO Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates,
Interest-Only Stripped Mtg.-Backed
Security:
Trust 2002-38, Cl. SO, 8.584%, 4/25/32 3 42,445 2,479
Trust 2002-39, Cl. SD, 6.945%, 3/18/32 3 28,066 2,280
Trust 2002-48, Cl. S, 10.408%, 7/25/32 3 29,701 2,539
Trust 2002-52, Cl. SL, 10.759%, 9/25/32 3 18,312 2,016
Trust 2002-53, Cl. SK, 7.221%, 4/25/32 3 97,789 8,306
Trust 2002-56, Cl. SN, 11.830%, 7/25/32 3 40,496 3,473
Trust 2002-77, Cl. IS, 11.079%, 12/18/32 3 72,314 6,081
--------------------------------------------------------------------------------
Federal National Mortgage Assn.,
CMO Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates,
Interest-Only Stripped Mtg.-Backed
Security, Trust 2002-28, Cl. SA,
10.896%, 4/25/32 3 17,718 1,506
--------------------------------------------------------------------------------
Federal National Mortgage Assn.,
Interest-Only Stripped Mtg.-Backed
Security:
Trust 221, Cl. 2, 9.881%, 5/1/23 3 23,396 5,104
Trust 240, Cl. 2, 20.431%, 9/1/23 3 35,459 7,384
Trust 294, Cl. 2, 9.273%, 2/1/28 3 251,738 52,790
Trust 301, Cl. 2, 7.705%, 4/1/29 3 30,710 6,665
Trust 319, Cl. 2, 13.295%, 2/1/32 3 21,004 4,762
Trust 321, Cl. 2, 13.354%, 3/1/32 3 92,785 20,941
Trust 324, Cl. 2, 7.442%, 6/1/32 3 115,201 25,513
Trust 327, Cl. 2, 16.111%, 8/1/32 3 163,604 35,290
Trust 329, Cl. 2, 11.440%, 1/1/33 3 82,355 18,252
Trust 333, Cl. 2, 12.858%, 3/1/33 3 206,438 46,259
Trust 338, Cl. 2, 10.610%, 6/1/33 3 334,302 74,708
Trust 346, Cl. 2, 11.671%, 12/1/33 3 398,368 88,335
Trust 350, Cl. 2, 12.231%, 2/1/34 3 221,020 49,015
Trust 2001-61, Cl. SH, 21.053%,
11/18/31 3 105,935 9,750
Trust 2001-63, Cl. SD, 10.177%,
12/18/31 3 30,044 2,494
Trust 2001-68, Cl. SC, 10.742%,
11/25/31 3 21,428 1,967
Trust 2001-81, Cl. S, 11.605%,
1/25/32 3 23,773 2,070
Trust 2002-9, Cl. MS, 10.333%,
3/25/32 3 33,986 2,971

8 | GOVERNMENT SECURITIES PORTFOLIO

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED Continued
Federal National Mortgage Assn.,
Interest-Only Stripped Mtg.-Backed
Security: Continued
Trust 2002-77, Cl. SH, 12.545%,
12/18/32 3 $ 28,696 $ 2,703
Trust 2003-4, Cl. S, 20.563%, 2/25/33 3 58,052 6,163
Trust 2005-40, Cl. SA, 13.682%,
5/25/35 3 117,246 6,247
Trust 2005-40, Cl. SB, 17.295%,
5/25/35 3 144,128 8,206
Trust 2005-71, Cl. SA, 19.968%,
8/25/25 3 140,653 8,405
--------------
12,584,399

--------------------------------------------------------------------------------
GNMA/GUARANTEED--1.5%
Government National Mortgage
Assn., 7%, 10/15/23-3/15/26 222,395 234,238
--------------------------------------------------------------------------------
Government National Mortgage
Assn., Interest-Only Stripped
Mtg.-Backed Security:
Series 1998-19, Cl. SB, 5.944%, 7/16/28 3 43,531 4,132
Series 2001-21, Cl. SB, 3.873%, 1/16/27 3 223,530 15,392
--------------
253,762

--------------------------------------------------------------------------------
NON-AGENCY--11.6%
--------------------------------------------------------------------------------
COMMERCIAL--9.1%
Banc of America Commercial Mortgage,
Inc., Commercial Mtg. Pass-Through
Certificates:
Series 2004-6, Cl. A3, 4.512%, 12/10/42 60,000 58,133
Series 2005-2, Cl. A4, 4.783%, 7/10/43 1 100,000 98,182
Series 2005-3, Cl. A2, 4.501%, 7/10/43 80,000 78,110
--------------------------------------------------------------------------------
Banc of America Funding Corp., CMO
Pass-Through Certificates, Series 2004-2,
Cl. 2A1, 6.50%, 7/20/32 76,310 76,393
--------------------------------------------------------------------------------
Banc of America Mortgage Securities,
Inc., CMO Pass-Through Certificates:
Series 2004-8, Cl. 5A1, 6.50%, 5/25/32 56,501 57,384
Series 2004-E, Cl. 2A9, 3.712%, 6/25/34 1 1,458 1,458
Series 2005-E, Cl. 2A2, 4.983%, 6/25/35 1 18,585 18,501
--------------------------------------------------------------------------------
Bear Stearns Commercial Mortgage
Securities, Inc., Commercial Mtg.
Obligations, Series 2005-PWR7,
Cl. A2, 4.945%, 2/11/41 30,000 29,670
--------------------------------------------------------------------------------
Citigroup/Deutsche Bank Commercial
Mortgage Trust, Commercial Mtg.
Obligations, Series 2005-CD1, Cl. A4,
5.225%, 7/15/44 90,000 90,994
--------------------------------------------------------------------------------
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 45,283 46,569

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL Continued
GE Capital Commercial Mortgage
Corp., Commercial Mtg. Obligations:
Series 2004-C3, Cl. A2, 4.433%,
7/10/39 $ 50,000 $ 49,154
Series 2005-CA, Cl. A3, 4.578%,
6/10/48 30,000 29,201
Series 2005-C3, Cl. A2, 4.853%,
7/10/45 50,000 49,669
--------------------------------------------------------------------------------
GMAC Commercial Mortgage
Securities, Inc., Commercial Mtg.
Pass-Through Certificates:
Series 1997-C1, Cl. A3, 6.869%,
7/15/29 29,910 30,591
Series 2004-C3, Cl. A4, 4.547%,
12/10/41 40,000 38,744
--------------------------------------------------------------------------------
Greenwich Capital Commercial
Funding Corp., Commercial Mtg.
Pass-Through Certificates:
Series 2005-GG3, Cl. A2, 4.305%,
8/10/42 50,000 48,719
Series 2005-GG5, Cl. A2, 5.117%,
4/10/37 50,000 50,153
--------------------------------------------------------------------------------
GS Mortgage Securities Corp. II,
Commercial Mtg. Pass-Through
Certificates:
Series 2004-C1, Cl. A1, 3.659%,
10/10/28 49,112 47,595
Series 2004-GG2, Cl. A3, 4.602%,
8/10/38 30,000 29,633
--------------------------------------------------------------------------------
JPMorgan Chase Commercial
Mortgage Securities Corp.,
Commercial Mtg. Pass-Through
Certificates, Series 2005-LDP2,
Cl. A2, 4.575%, 7/15/42 20,000 19,604
--------------------------------------------------------------------------------
LB-UBS Commercial Mortgage Trust,
Commercial Mtg. Pass-Through
Certificates, Series 2005-C5, Cl. A2,
4.885%, 9/15/30 50,000 49,673
--------------------------------------------------------------------------------
Mastr Alternative Loan Trust, CMO
Pass-Through Certificates:
Series 2004-6, Cl. 10A1, 6%, 7/25/34 85,630 86,100
Series 2004-9, Cl. A3, 4.70%, 8/25/34 1 70,000 69,681
--------------------------------------------------------------------------------
Nomura Asset Securities Corp.,
Commercial Mtg. Pass-Through
Certificates, Series 1998-D6, Cl. A1B,
6.59%, 3/15/30 50,000 51,708
--------------------------------------------------------------------------------
Prudential Mortgage Capital Co. II
LLC, Commercial Mtg. Pass-Through
Certificates, Series PRU-HTG 2000-C1,
Cl. A2, 7.306%, 10/6/15 96,000 105,024
--------------------------------------------------------------------------------
Wachovia Bank Commercial Mortgage
Trust, Commercial Mtg. Obligations:
Series 2005-C17, Cl. A2, 4.782%, 3/15/42 90,000 89,007
Series 2005-C20, Cl. A5, 5.087%, 7/15/42 1 50,000 49,672

9 | GOVERNMENT SECURITIES PORTFOLIO

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

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL Continued
Washington Mutual Mortgage
Securities Corp., CMO Pass-Through
Certificates, Series 2005-AR5, Cl. A1,
4.681%, 5/25/35 1 $ 71,892 $ 71,840
--------------------------------------------------------------------------------
Wells Fargo Mortgage-Backed
Securities Trust, CMO, Series 2004-DD,
Cl. 2A1, 4.522%, 1/25/35 1 53,042 52,880
--------------
1,574,042

--------------------------------------------------------------------------------
OTHER--1.7%
JP Morgan Mortgage Trust, CMO
Pass-Through Certificates, Series
2005-S2, Cl. 3A1, 6.754%, 9/25/32 1 131,344 133,744
--------------------------------------------------------------------------------
JPMorgan Chase Commercial
Mortgage Securities Corp.,
Commercial Mtg. Pass-Through
Certificates, Series 2005-LDP4, Cl. A2,
4.79%, 10/15/42 70,000 69,109
--------------------------------------------------------------------------------
Washington Mutual Mortgage
Securities Corp., CMO Pass-Through
Certificates, Series 2005-AR8, Cl. 2AB1,
4.629%, 7/25/45 1 89,628 89,614
--------------
292,467

--------------------------------------------------------------------------------
RESIDENTIAL--0.8%
Countrywide Alternative Loan Trust,
CMO, Series 2005-J1, Cl. 3A1,
6.50%, 8/25/32 4 140,784 143,291
--------------
Total Mortgage-Backed Obligations
(Cost $14,904,604) 14,847,961

--------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS--44.0%
--------------------------------------------------------------------------------
Fannie Mae Unsec. Nts., 3.69%,
10/5/07 4,5 90,000 82,998
--------------------------------------------------------------------------------
Federal Home Loan Bank Unsec.
Bonds, 3.125%, 11/15/06 1,710,000 1,686,611
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.
Unsec. Nts., 3.625%, 9/15/06 430,000 426,976
--------------------------------------------------------------------------------
Federal National Mortgage Assn.
Unsec. Nts.:
6%, 5/15/08-5/15/11 935,000 967,760
7.25%, 1/15/10 6 970,000 1,057,821
7.25%, 5/15/30 4 90,000 119,496
--------------------------------------------------------------------------------
Freddie Mac, 6% Unsec. Reference
Nts., 6/15/11 870,000 921,943
--------------------------------------------------------------------------------
Resolution Funding Corp. STRIPS,
5.22%, 1/15/21 4,5 825,000 404,407
--------------------------------------------------------------------------------
Tennessee Valley Authority Bonds:
4.65%, 6/15/35 4 55,000 52,202
5.88%, 4/1/36 150,000 171,051
Series A, 6.79%, 5/23/12 908,000 1,006,171

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS Continued
--------------------------------------------------------------------------------
U.S. Treasury Bonds:
5.50%, 8/15/28 4 $ 62,000 $ 69,733
9.25%, 2/15/16 4 180,000 249,504
STRIPS, 4.41%, 2/15/16 4,5 570,000 361,894
--------------
Total U.S. Government Obligations
(Cost $7,646,362) 7,578,567

--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--2.1%
--------------------------------------------------------------------------------
Undivided interest of 0.03% in joint repurchase
agreement (Principal Amount/Value $1,414,200,000,
with a maturity value of $1,414,844,247) with UBS
Warburg LLC, 4.10%, dated 12/30/05, to be
repurchased at $358,163 on 1/3/06, collateralized
by Federal Home Loan Mortgage Corp., 5%, 1/1/35,
with a value of $157,513,104 and Federal National
Mortgage Assn., 5%--5.50%, 3/1/34--10/1/35,
with a value of $1,301,420,187
(Cost $358,000) 358,000 358,000
--------------------------------------------------------------------------------
Total Investments, at Value (excluding
Investments Purchased with Cash
Collateral from Securities Loaned)
(Cost $23,956,461) 23,828,431

--------------------------------------------------------------------------------
INVESTMENTS PURCHASED WITH CASH COLLATERAL FROM
SECURITIES LOANED--2.8%
--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--2.8% Undivided interest of 0.02% in joint
repurchase agreement (Principal Amount/Value $3,150,000,000, with a maturity
value of $3,151,501,500) with Nomura Securities, 4.29%, dated 12/30/05, to be
repurchased at $483,654 on 1/3/06, collateralized by U.S. Agency Mortgages,
3.34%--9.50%, 6/1/08--5/1/38, with a value of
$3,213,000,000 7 (Cost $483,424) 483,424 483,424

--------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $24,439,885) 141.0% 24,311,855
--------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (41.0) (7,074,031)
-------------------------------
NET ASSETS 100.0% $ 17,237,824
===============================

10 | GOVERNMENT SECURITIES PORTFOLIO

FOOTNOTES TO STATEMENT OF INVESTMENTS

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

2. When-issued security or forward commitment to be delivered and settled after
December 31, 2005. See Note 1 of Notes to Financial Statements.

3. Interest-Only Strips represent the right to receive the monthly interest
payments on an underlying pool of mortgage loans. These securities typically
decline in price as interest rates decline. Most other fixed income securities
increase in price when interest rates decline. The principal amount of the
underlying pool represents the notional amount on which current interest is
calculated. The price of these securities is typically more sensitive to changes
in prepayment rates than traditional mortgage-backed securities (for example,
GNMA pass-throughs). Interest rates disclosed represent current yields based
upon the current cost basis and estimated timing and amount of future cash
flows. These securities amount to $619,608 or 3.59% of the Portfolio's net
assets as of December 31, 2005.

4. Partial or fully-loaned security. See Note 7 of Notes to Financial
Statements.

5. Zero coupon bond reflects effective yield on the date of purchase.

6. All or a portion of the security is held in collateralized accounts to cover
initial margin requirements on open futures sales contracts. The aggregate
market value of such securities is $38,169. See Note 5 of Notes to Financial
Statements.

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 7 of Notes to Financial
Statements.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

11 | GOVERNMENT SECURITIES PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES December 31, 2005
--------------------------------------------------------------------------------

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

ASSETS
----------------------------------------------------------------------------------------------------------------------------------
Investments, at value (including securities loaned of $1,470,865) (cost $24,439,885)
--see accompanying statement of investments $ 24,311,855
----------------------------------------------------------------------------------------------------------------------------------
Cash 16,119
----------------------------------------------------------------------------------------------------------------------------------
Unrealized appreciation on swap contracts 876
----------------------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold (including $720,405 sold on a when-issued basis or forward commitment) 724,109
Interest and principal paydowns 121,773
Other 4,096
----------------
Total assets 25,178,828

----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
----------------------------------------------------------------------------------------------------------------------------------
Return of collateral for securities loaned 483,424
----------------------------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased (including $6,955,657 purchased on a when-issued basis or forward commitment) 7,430,154
Shareholder communications 6,032
Directors' compensation 5,177
Futures margins 872
Transfer and shareholder servicing agent fees 860
Shares of capital stock redeemed 188
Other 14,297
----------------
Total liabilities 7,941,004

----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS $ 17,237,824
================

----------------------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
----------------------------------------------------------------------------------------------------------------------------------
Par value of shares of capital stock $ 16,240
----------------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital 16,784,390
----------------------------------------------------------------------------------------------------------------------------------
Accumulated net investment income 603,497
----------------------------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments (58,049)
----------------------------------------------------------------------------------------------------------------------------------
Net unrealized depreciation on investments (108,254)
----------------
NET ASSETS--applicable to 16,239,906 shares of capital stock outstanding $ 17,237,824
================

----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE $ 1.06

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

12 | GOVERNMENT SECURITIES PORTFOLIO

STATEMENT OF OPERATIONS For the Year Ended December 31, 2005
--------------------------------------------------------------------------------

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

INVESTMENT INCOME
----------------------------------------------------------------------------------------------------------------------------------
Interest $ 716,479
----------------------------------------------------------------------------------------------------------------------------------
Portfolio lending fees 1,990
----------------
Total investment income 718,469

----------------------------------------------------------------------------------------------------------------------------------
EXPENSES
----------------------------------------------------------------------------------------------------------------------------------
Management fees 92,918
----------------------------------------------------------------------------------------------------------------------------------
Accounting service fees 15,000
----------------------------------------------------------------------------------------------------------------------------------
Legal, auditing and other professional fees 13,731
----------------------------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees 10,027
----------------------------------------------------------------------------------------------------------------------------------
Shareholder communications 9,444
----------------------------------------------------------------------------------------------------------------------------------
Directors' compensation 4,863
----------------------------------------------------------------------------------------------------------------------------------
Administration service fees 1,500
----------------------------------------------------------------------------------------------------------------------------------
Custodian fees and expenses 383
----------------------------------------------------------------------------------------------------------------------------------
Other 7,763
----------------
Total expenses 155,629
Less reduction to custodian expenses (383)
----------------
Net expenses 155,246

----------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 563,223

----------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
----------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on:
Investments (49,274)
Closing and expiration of futures contracts 84,508
Swap contracts (8,034)
----------------
Net realized gain 27,200
----------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments (228,935)
Futures contracts 4,179
Swap contracts (1,632)
----------------
Net change in unrealized depreciation (226,388)

----------------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 364,035
================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

13 | GOVERNMENT SECURITIES PORTFOLIO

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2005 2004
----------------------------------------------------------------------------------------------------------------------------------

OPERATIONS
----------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 563,223 $ 523,317
----------------------------------------------------------------------------------------------------------------------------------
Net realized gain 27,200 941,577
----------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) (226,388) (718,541)
------------------------------------
Net increase in net assets resulting from operations 364,035 746,353

----------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
----------------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (580,801) (685,809)
----------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain (623,960) (400,683)

----------------------------------------------------------------------------------------------------------------------------------
CAPITAL STOCK TRANSACTIONS
----------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from capital stock transactions (24,626) (1,093,333)

----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS
----------------------------------------------------------------------------------------------------------------------------------
Total decrease (865,352) (1,433,472)
----------------------------------------------------------------------------------------------------------------------------------
Beginning of period 18,103,176 19,536,648
------------------------------------
End of period (including accumulated net investment income of
$603,497 and $572,514, respectively) $ 17,237,824 $ 18,103,176
====================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

14 | GOVERNMENT SECURITIES PORTFOLIO

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

YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
----------------------------------------------------------------------------------------------------------------------

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 purchases and of To Be Announced (TBA)
mortgage-related securities as follows:

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

15 | GOVERNMENT SECURITIES PORTFOLIO

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES

Government Securities Portfolio (the Portfolio) is a series of Panorama Series
Fund, Inc., 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 Manager.

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 may
be valued primarily using dealer-supplied valuations or a portfolio pricing
service authorized by the Board of Directors. Securities listed or traded on
National Stock Exchanges or other domestic 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. Securities
traded on foreign exchanges are valued based on the last sale price on the
principal exchange on which the security is traded, in the country that is
identified by the portfolio pricing service, prior to the time when the
Portfolio's assets are valued. Corporate, government and municipal debt
instruments having a remaining maturity in excess of sixty days and all
mortgage-backed securities will be valued at the mean between the "bid" and
"asked" prices. Futures contracts traded on a commodities or futures exchange
will be valued at the final settlement price or official closing price on the
principal exchange as reported by such principal exchange at its trading session
ending at, or most recently prior to, the time when the Portfolio's assets are
valued. 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,
2005, the Portfolio had purchased $6,955,657 of securities issued on a
when-issued basis or forward commitment and sold $720,405 of securities issued
on a when-issued basis or forward commitment.

16 | GOVERNMENT SECURITIES PORTFOLIO

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
DEPRECIATION
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
--------------------------------------------------------------------------
$608,258 $-- $39,149 $127,969

1. As of December 31, 2005, the Portfolio had $15,147 of net capital loss
carryforward available to offset future realized capital gains, if any, and
thereby reduce future taxable gain distributions. As of December 31, 2005,
details of the capital loss carryforward was as follows:

EXPIRING
------------------
2013 $ 15,147

2. As of December 31, 2005, the Portfolio had $24,002 of post-October losses
available to offset future realized capital gains, if any. Such losses, if
unutilized, will expire in 2014.

3. During the fiscal year ended December 31, 2005, the Portfolio did not utilize
any capital loss carryforward.

4. During the fiscal year ended December 31, 2004, the Portfolio did not utilize
any capital loss carryforward.

17 | GOVERNMENT SECURITIES PORTFOLIO

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

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, 2005. Net assets of the Portfolio were unaffected by the
reclassifications.

INCREASE INCREASE TO
TO ACCUMULATED ACCUMULATED NET
NET INVESTMENT REALIZED LOSS ON
INCOME INVESTMENTS
------------------------------------
$48,561 $48,561

The tax character of distributions paid during the years ended December 31, 2005
and December 31, 2004 was as follows:

YEAR ENDED YEAR ENDED
DECEMBER 31, 2005 DECEMBER 31, 2004
------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 812,319 $ 685,809
Long-term capital gain 392,442 400,683
-------------------------------------
Total $ 1,204,761 $ 1,086,492
=====================================

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, 2005 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 $ 24,439,885
Federal tax cost of other investments (3,625,029)
--------------
Total federal tax cost $ 20,814,856
==============

Gross unrealized appreciation $ 137,365
Gross unrealized depreciation (265,334)
--------------
Net unrealized depreciation $ (127,969)
==============

--------------------------------------------------------------------------------
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.

--------------------------------------------------------------------------------
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.

18 | GOVERNMENT SECURITIES PORTFOLIO

--------------------------------------------------------------------------------
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 to the extent they are not
offset by positive cash balances maintained by the Portfolio. 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. At December 31, 2005,
the Portfolio had $299 of such earnings on cash balances available to offset
future custodian fees or interest expenses incurred during the next fiscal year.

--------------------------------------------------------------------------------
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 160 million shares of $0.001 par value capital
stock. Transactions in shares of capital stock were as follows:

YEAR ENDED DECEMBER 31, 2005 YEAR ENDED DECEMBER 31, 2004
SHARES AMOUNT SHARES AMOUNT
-----------------------------------------------------------------------------------------------------------

Sold 54,789 $ 59,750 258,932 $ 284,649
Dividends and/or distributions reinvested 1,158,423 1,204,761 987,719 1,086,492
Redeemed (1,207,166) (1,289,137) (2,207,520) (2,464,474)
-------------------------------------------------------------
Net increase (decrease) 6,046 $ (24,626) (960,869) $ (1,093,333)
=============================================================

--------------------------------------------------------------------------------
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, 2005, were as
follows:

PURCHASES SALES
--------------------------------------------------------------------------------
Investment securities $ 10,139,865 $ 9,424,629
U.S. government and government agency obligations 4,045,661 4,390,940
To Be Announced (TBA) mortgage-related securities 93,525,147 93,213,905

--------------------------------------------------------------------------------
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 SERVICE FEES. The Portfolio pays the Manager a fee of $1,500 per
year for preparing and filing the Portfolio's tax returns.

19 | GOVERNMENT SECURITIES PORTFOLIO

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

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, 2005, the
Portfolio paid $10,000 to OFS for services to the Portfolio.

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.

--------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS 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, 2005, the Portfolio had outstanding futures contracts as
follows:

UNREALIZED
EXPIRATION NUMBER OF VALUATION AS OF APPRECIATION
CONTRACT DESCRIPTION DATES CONTRACTS DECEMBER 31, 2005 (DEPRECIATION)
---------------------------------------------------------------------------------------------

CONTRACTS TO PURCHASE
U.S. Long Bonds 3/22/06 13 $1,484,438 $ 24,787
U.S. Treasury Nts., 10 yr. 3/22/06 1 109,406 (238)
----------
24,549
----------
CONTRACTS TO SELL
U.S Treasury Nts., 2 yr. 3/31/06 13 2,667,438 (1,542)
U.S Treasury Nts., 5 yr. 3/22/06 24 2,552,250 (4,107)
----------
(5,649)
----------
$ 18,900
==========

20 | GOVERNMENT SECURITIES PORTFOLIO

--------------------------------------------------------------------------------
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 unrealized gain (loss) related to the valuation of
such contracts as well as the amount due to (owed by) the Portfolio at
termination or settlement is combined and separately disclosed as an asset
(liability) on the Statement of Assets and Liabilities. The Portfolio also
records any periodic payments received from (paid to) the counterparty under
such contracts as realized gain (loss) on the "Statement of Operations." Total
return swaps are subject to risks (if the counterparty fails to meet its
obligations).

As of December 31, 2005, the Portfolio had entered into the following total
return swap agreements:

SWAP NOTIONAL TERMINATION UNREALIZED
COUNTERPARTY SWAP DESCRIPTION AMOUNT DATE APPRECIATION
-------------------------------------------------------------------------------------------------------

Received or paid monthly. If the sum of the
Lehman Brothers CMBS Index Payer Payment
Amount and the Floating Rate Payer Payment
Amount is positive, the Counterparty will pay
such amount to the Portfolio. If the sums are
negative, then the Portfolio shall pay the
Goldman Sachs absolute value of such amount to the
Group, Inc. (The) Counterparty. $310,000 6/1/06 $876

Abbreviations are as follows:
CMBS Commercial Mortgage Backed 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
U.S. 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 funds 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 continues to receive the economic benefit of interest or dividends
paid on the securities loaned in the form of a substitute payment received from
the borrower. As of December 31, 2005, the Portfolio had on loan securities
valued at $1,470,865. Collateral of $1,499,926 was received for the loans, of
which $483,424 was received in cash and subsequently 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, as well as 51 of the
Oppenheimer funds (as "Nominal Defendants") excluding the Fund, 30 present and
former Directors or Trustees and 8 present and former officers 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 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

21 | GOVERNMENT SECURITIES PORTFOLIO

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
8. LITIGATION Continued

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 defendants believe that the allegations contained in the Complaints
are without merit and that they have meritorious defenses against the claims
asserted. The defendants intend to defend these lawsuits vigorously and to
contest any claimed liability. The 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.

22 | GOVERNMENT SECURITIES PORTFOLIO

REPORT 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, 2005, 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 feach of
the five years in the periods 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, 2005, 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 periods then ended, in conformity with accounting principles generally
accepted in the United States of America.

/s/ DELOITTE &amp; TOUCHE LLP
-------------------------
DELOITTE &amp; TOUCHE LLP

Denver, Colorado
February 13, 2006

25 | GROWTH PORTFOLIO

STATEMENT OF INVESTMENTS December 31, 2005
--------------------------------------------------------------------------------

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
COMMON STOCKS--99.7%
--------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--10.5%
--------------------------------------------------------------------------------
AUTO COMPONENTS--0.3%
Dana Corp. 3,300 $ 23,694
--------------------------------------------------------------------------------
Goodyear Tire &amp; Rubber Co. (The) 1,2 4,400 76,472
--------------------------------------------------------------------------------
Johnson Controls, Inc. 3,700 269,767
--------------------------------------------------------------------------------
Lear Corp. 2 200 5,692
--------------------------------------------------------------------------------
TRW Automotive Holdings Corp. 1,2 800 21,080
--------------------------------------------------------------------------------
Visteon Corp. 1,2 3,000 18,780
----------
415,485

--------------------------------------------------------------------------------
AUTOMOBILES--0.5%
Ford Motor Co. 57,311 442,441
--------------------------------------------------------------------------------
Harley-Davidson, Inc. 2 7,300 375,877
----------
818,318

--------------------------------------------------------------------------------
DISTRIBUTORS--0.0%
Genuine Parts Co. 400 17,568
--------------------------------------------------------------------------------
DIVERSIFIED CONSUMER SERVICES--0.1%
Career Education Corp. 1,2 1,800 60,696
--------------------------------------------------------------------------------
Weight Watchers International, Inc. 1 900 44,487
----------
105,183

--------------------------------------------------------------------------------
HOTELS, RESTAURANTS &amp; LEISURE--0.6%
Choice Hotels International, Inc. 2 600 25,056
--------------------------------------------------------------------------------
CKE Restaurants, Inc. 2 200 2,702
--------------------------------------------------------------------------------
International Game Technology 2,000 61,560
--------------------------------------------------------------------------------
McDonald's Corp. 14,800 499,056
--------------------------------------------------------------------------------
Six Flags, Inc. 1,2 700 5,397
--------------------------------------------------------------------------------
Yum! Brands, Inc. 6,900 323,472
----------
917,243

--------------------------------------------------------------------------------
HOUSEHOLD DURABLES--0.2%
American Greetings Corp., Cl. A 2 1,200 26,364
--------------------------------------------------------------------------------
Beazer Homes USA, Inc. 2 1,100 80,124
--------------------------------------------------------------------------------
D.R. Horton, Inc. 4,100 146,493
--------------------------------------------------------------------------------
Lennar Corp., Cl. A 900 54,918
--------------------------------------------------------------------------------
MDC Holdings, Inc. 2 400 24,792
--------------------------------------------------------------------------------
Whirlpool Corp. 100 8,376
----------
341,067

--------------------------------------------------------------------------------
INTERNET &amp; CATALOG RETAIL--0.2%
eBay, Inc. 1 8,900 384,925
--------------------------------------------------------------------------------
LEISURE EQUIPMENT &amp; PRODUCTS--0.0%
Hasbro, Inc. 3,100 62,558
--------------------------------------------------------------------------------
MEDIA--3.7%
Cablevision Systems Corp.,
New York Group, Cl. A 1 1,600 37,552

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
MEDIA Continued
CCE Spinco, Inc. 1 1,600 $ 20,960
--------------------------------------------------------------------------------
Clear Channel Communications, Inc. 12,800 402,560
--------------------------------------------------------------------------------
Comcast Corp., Cl. A 1 23,027 597,781
--------------------------------------------------------------------------------
Gannett Co., Inc. 8,300 502,731
--------------------------------------------------------------------------------
Liberty Media Corp., Cl. A 1 35,200 277,024
--------------------------------------------------------------------------------
McGraw-Hill Cos., Inc. (The) 5,400 278,802
--------------------------------------------------------------------------------
News Corp., Inc., Cl. A 34,700 539,585
--------------------------------------------------------------------------------
Omnicom Group, Inc. 4,600 391,598
--------------------------------------------------------------------------------
R.H. Donnelley Corp. 1,2 400 24,648
--------------------------------------------------------------------------------
Time Warner, Inc. 81,000 1,412,640
--------------------------------------------------------------------------------
Tribune Co. 2 1,700 51,442
--------------------------------------------------------------------------------
Viacom, Inc., Cl. B 26,704 870,550
--------------------------------------------------------------------------------
Walt Disney Co. (The) 19,800 474,606
----------
5,882,479

--------------------------------------------------------------------------------
MULTILINE RETAIL--1.6%
Dollar General Corp. 2 2,300 43,861
--------------------------------------------------------------------------------
Dollar Tree Stores, Inc. 1,2 2,600 62,244
--------------------------------------------------------------------------------
Federated Department Stores, Inc. 9,000 596,970
--------------------------------------------------------------------------------
J.C. Penney Co., Inc. (Holding Co.) 9,100 505,960
--------------------------------------------------------------------------------
Kohl's Corp. 1 2,600 126,360
--------------------------------------------------------------------------------
Nordstrom, Inc. 11,500 430,100
--------------------------------------------------------------------------------
Saks, Inc. 1 3,100 52,266
--------------------------------------------------------------------------------
Sears Holdings Corp. 1,2 1,000 115,530
--------------------------------------------------------------------------------
Target Corp. 12,400 681,628
----------
2,614,919

--------------------------------------------------------------------------------
SPECIALTY RETAIL--2.9%
American Eagle Outfitters, Inc. 2 2,900 66,642
--------------------------------------------------------------------------------
AnnTaylor Stores Corp. 1,2 800 27,616
--------------------------------------------------------------------------------
AutoNation, Inc. 1 3,700 80,401
--------------------------------------------------------------------------------
Barnes &amp; Noble, Inc. 2 1,700 72,539
--------------------------------------------------------------------------------
Bed Bath &amp; Beyond, Inc. 1 5,100 184,365
--------------------------------------------------------------------------------
Best Buy Co., Inc. 10,400 452,192
--------------------------------------------------------------------------------
Building Materials Holding Corp. 2 300 20,463
--------------------------------------------------------------------------------
Chico's FAS, Inc. 1,2 1,200 52,716
--------------------------------------------------------------------------------
Children's Place Retail Stores, Inc. 1,2 600 29,652
--------------------------------------------------------------------------------
Circuit City Stores, Inc./
Circuit City Group 2 2,700 60,993
--------------------------------------------------------------------------------
Claire's Stores, Inc. 2 1,500 43,830
--------------------------------------------------------------------------------
GameStop Corp., Cl. A 1,2 552 17,565
--------------------------------------------------------------------------------
Gap, Inc. (The) 23,900 421,596
--------------------------------------------------------------------------------
Home Depot, Inc. 33,500 1,356,080
--------------------------------------------------------------------------------
Lowe's Cos., Inc. 10,300 686,598
--------------------------------------------------------------------------------
Men's Wearhouse, Inc. (The) 1,2 1,350 39,744
--------------------------------------------------------------------------------
Office Depot, Inc. 1 3,100 97,340

7 | GROWTH PORTFOLIO

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

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
SPECIALTY RETAIL Continued
OfficeMax, Inc. 2 2,000 $ 50,720
--------------------------------------------------------------------------------
Payless ShoeSource, Inc. 1,2 100 2,510
--------------------------------------------------------------------------------
Sports Authority, Inc. (The) 1,2 800 24,904
--------------------------------------------------------------------------------
Staples, Inc. 27,250 618,848
--------------------------------------------------------------------------------
Talbots, Inc. (The) 2 800 22,256
--------------------------------------------------------------------------------
Tiffany &amp; Co. 300 11,487
--------------------------------------------------------------------------------
TJX Cos., Inc. (The) 2 8,400 195,132
--------------------------------------------------------------------------------
Too, Inc. 1,2 800 22,568
--------------------------------------------------------------------------------
Zale Corp. 1,2 500 12,575
----------
4,671,332

--------------------------------------------------------------------------------
TEXTILES, APPAREL &amp; LUXURY GOODS--0.4%
Coach, Inc. 1 12,100 403,414
--------------------------------------------------------------------------------
Jones Apparel Group, Inc. 2 1,100 33,792
--------------------------------------------------------------------------------
Liz Claiborne, Inc. 600 21,492
--------------------------------------------------------------------------------
Phillips/Van Heusen Corp. 2 400 12,960
--------------------------------------------------------------------------------
Timberland Co., Cl. A 1,2 2,100 68,355
--------------------------------------------------------------------------------
VF Corp. 100 5,534
----------
545,547

--------------------------------------------------------------------------------
CONSUMER STAPLES--7.3%
--------------------------------------------------------------------------------
BEVERAGES--1.1%
Coca-Cola Co. (The) 20,000 806,200
--------------------------------------------------------------------------------
Pepsi Bottling Group, Inc. (The) 4,000 114,440
--------------------------------------------------------------------------------
PepsiCo, Inc. 14,420 851,934
----------
1,772,574

--------------------------------------------------------------------------------
FOOD &amp; STAPLES RETAILING--1.9%
Albertson's, Inc. 2,600 55,510
--------------------------------------------------------------------------------
Costco Wholesale Corp. 3,000 148,410
--------------------------------------------------------------------------------
Kroger Co. (The) 1 23,600 445,568
--------------------------------------------------------------------------------
Performance Food Group Co. 1,2 200 5,674
--------------------------------------------------------------------------------
Rite Aid Corp. 1,2 6,800 23,664
--------------------------------------------------------------------------------
Safeway, Inc. 22,200 525,252
--------------------------------------------------------------------------------
SUPERVALU, Inc. 2,200 71,456
--------------------------------------------------------------------------------
Sysco Corp. 3,100 96,255
--------------------------------------------------------------------------------
Wal-Mart Stores, Inc. 27,700 1,296,360
--------------------------------------------------------------------------------
Walgreen Co. 3,100 137,206
--------------------------------------------------------------------------------
Whole Foods Market, Inc. 3,300 255,387
----------
3,060,742

--------------------------------------------------------------------------------
FOOD PRODUCTS--0.8%
Archer-Daniels-Midland Co. 15,800 389,628
--------------------------------------------------------------------------------
Campbell Soup Co. 3,600 107,172
--------------------------------------------------------------------------------
Chiquita Brands International, Inc. 2 100 2,001
--------------------------------------------------------------------------------
Dean Foods Co. 1,2 1,500 56,490
--------------------------------------------------------------------------------
Del Monte Foods Co. 1 800 8,344

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
FOOD PRODUCTS Continued
General Mills, Inc. 5,600 $ 276,192
--------------------------------------------------------------------------------
Heinz (H.J.) Co. 2,300 77,556
--------------------------------------------------------------------------------
Pilgrim's Pride Corp., Cl. B 2 1,900 63,004
--------------------------------------------------------------------------------
Sara Lee Corp. 9,800 185,220
--------------------------------------------------------------------------------
Tyson Foods, Inc., Cl. A 2 2,100 35,910
----------
1,201,517

--------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS--1.6%
Energizer Holdings, Inc. 1 800 39,832
--------------------------------------------------------------------------------
Kimberly-Clark Corp. 1,500 89,475
--------------------------------------------------------------------------------
Procter &amp; Gamble Co. (The) 41,665 2,411,570
----------
2,540,877

--------------------------------------------------------------------------------
PERSONAL PRODUCTS--0.2%
Avon Products, Inc. 12,400 354,020
--------------------------------------------------------------------------------
TOBACCO--1.7%
Altria Group, Inc. 29,900 2,234,128
--------------------------------------------------------------------------------
Loews Corp./Carolina Group 800 35,192
--------------------------------------------------------------------------------
Reynolds American, Inc. 2 4,900 467,117
----------
2,736,437

--------------------------------------------------------------------------------
ENERGY--11.1%
--------------------------------------------------------------------------------
ENERGY EQUIPMENT &amp; SERVICES--0.5%
Grey Wolf, Inc. 1 3,800 29,374
--------------------------------------------------------------------------------
Halliburton Co. 3,100 192,076
--------------------------------------------------------------------------------
Helmerich &amp; Payne, Inc. 2 400 24,764
--------------------------------------------------------------------------------
Lone Star Technologies, Inc. 1 600 30,996
--------------------------------------------------------------------------------
NS Group, Inc. 1,2 600 25,086
--------------------------------------------------------------------------------
Precision Drilling Trust 1,600 52,826
--------------------------------------------------------------------------------
Pride International, Inc. 1 1,200 36,900
--------------------------------------------------------------------------------
Transocean, Inc. 1 5,900 411,171
--------------------------------------------------------------------------------
Universal Compression Holdings, Inc. 1,2 600 24,672
--------------------------------------------------------------------------------
Veritas DGC, Inc. 1,2 800 28,392
----------
856,257

--------------------------------------------------------------------------------
OIL &amp; GAS--10.6%
Amerada Hess Corp. 2,200 279,004
--------------------------------------------------------------------------------
Anadarko Petroleum Corp. 6,300 596,925
--------------------------------------------------------------------------------
Apache Corp. 7,100 486,492
--------------------------------------------------------------------------------
Burlington Resources, Inc. 9,200 793,040
--------------------------------------------------------------------------------
Canadian Natural Resources Ltd. 5,300 262,755
--------------------------------------------------------------------------------
Chevron Corp. 40,101 2,276,534
--------------------------------------------------------------------------------
Comstock Resources, Inc. 1,2 900 27,459
--------------------------------------------------------------------------------
ConocoPhillips 29,292 1,704,209
--------------------------------------------------------------------------------
Devon Energy Corp. 8,600 537,844
--------------------------------------------------------------------------------
EOG Resources, Inc. 3,000 220,110
--------------------------------------------------------------------------------
Exxon Mobil Corp. 97,676 5,486,461

8 | GROWTH PORTFOLIO

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
OIL &amp; GAS Continued
General Maritime Corp. 2 500 $ 18,520
--------------------------------------------------------------------------------
Giant Industries, Inc. 1,2 400 20,784
--------------------------------------------------------------------------------
KCS Energy, Inc. 1,2 1,100 26,642
--------------------------------------------------------------------------------
Kerr-McGee Corp. 2 3,518 319,645
--------------------------------------------------------------------------------
Marathon Oil Corp. 11,400 695,058
--------------------------------------------------------------------------------
Occidental Petroleum Corp. 9,000 718,920
--------------------------------------------------------------------------------
OMI Corp. 2 800 14,520
--------------------------------------------------------------------------------
Overseas Shipholding Group, Inc. 1,200 60,468
--------------------------------------------------------------------------------
Paramount Resources Ltd., Cl. A 1 13,500 358,854
--------------------------------------------------------------------------------
Remington Oil &amp; Gas Corp. 1,2 700 25,550
--------------------------------------------------------------------------------
Sunoco, Inc. 6,600 517,308
--------------------------------------------------------------------------------
Swift Energy Co. 1,2 700 31,549
--------------------------------------------------------------------------------
Talisman Energy, Inc. 4,800 254,359
--------------------------------------------------------------------------------
Tesoro Corp. 2 1,400 86,170
--------------------------------------------------------------------------------
Trilogy Energy Trust 4,300 88,038
--------------------------------------------------------------------------------
Valero Energy Corp. 13,000 670,800
--------------------------------------------------------------------------------
Vintage Petroleum, Inc. 1,200 63,996
--------------------------------------------------------------------------------
Whiting Petroleum Corp. 1,2 700 28,000
--------------------------------------------------------------------------------
XTO Energy, Inc. 6,800 298,792
----------
16,968,806

--------------------------------------------------------------------------------
FINANCIALS--20.1%
--------------------------------------------------------------------------------
CAPITAL MARKETS--0.4%
Ameriprise Financial, Inc. 2,320 95,120
--------------------------------------------------------------------------------
Bank of New York Co., Inc. (The) 6,600 210,210
--------------------------------------------------------------------------------
Mellon Financial Corp. 4,800 164,400
--------------------------------------------------------------------------------
Northern Trust Corp. 2,300 119,186
----------
588,916

--------------------------------------------------------------------------------
COMMERCIAL BANKS--5.3%
Astoria Financial Corp. 2 2,450 72,030
--------------------------------------------------------------------------------
Bank of America Corp. 59,896 2,764,200
--------------------------------------------------------------------------------
BB&amp;T Corp. 2 3,000 125,730
--------------------------------------------------------------------------------
Comerica, Inc. 3,200 181,632
--------------------------------------------------------------------------------
Golden West Financial Corp. 3,000 198,000
--------------------------------------------------------------------------------
KeyCorp 7,900 260,147
--------------------------------------------------------------------------------
M&amp;T Bank Corp. 1,600 174,480
--------------------------------------------------------------------------------
National City Corp. 2 5,400 181,278
--------------------------------------------------------------------------------
PNC Financial Services Group, Inc. 2 2,200 136,026
--------------------------------------------------------------------------------
Regions Financial Corp. 3,063 104,632
--------------------------------------------------------------------------------
SunTrust Banks, Inc. 1,700 123,692
--------------------------------------------------------------------------------
U.S. Bancorp 33,725 1,008,040
--------------------------------------------------------------------------------
UnionBanCal Corp. 2,600 178,672
--------------------------------------------------------------------------------
Wachovia Corp. 25,200 1,332,072
--------------------------------------------------------------------------------
Washington Mutual, Inc. 16,160 702,960

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL BANKS Continued
Wells Fargo &amp; Co. 15,800 $ 992,714
----------
8,536,305

--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--8.7%
American Express Co. 11,200 576,352
--------------------------------------------------------------------------------
AmeriCredit Corp. 1,2 3,900 99,957
--------------------------------------------------------------------------------
Ameritrade Holding Corp. 2,600 62,400
--------------------------------------------------------------------------------
Capital One Financial Corp. 7,435 642,384
--------------------------------------------------------------------------------
Chicago Mercantile Exchange (The) 1,000 367,490
--------------------------------------------------------------------------------
CIT Group, Inc. 6,100 315,858
--------------------------------------------------------------------------------
Citigroup, Inc. 74,977 3,638,634
--------------------------------------------------------------------------------
Goldman Sachs Group, Inc. (The) 8,900 1,136,619
--------------------------------------------------------------------------------
Janus Capital Group, Inc. 2 1,900 35,397
--------------------------------------------------------------------------------
JPMorgan Chase &amp; Co. 52,804 2,095,791
--------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc. 7,000 897,190
--------------------------------------------------------------------------------
MBNA Corp. 18,400 499,560
--------------------------------------------------------------------------------
Merrill Lynch &amp; Co., Inc. 17,400 1,178,502
--------------------------------------------------------------------------------
Moody's Corp. 4,800 294,816
--------------------------------------------------------------------------------
Morgan Stanley 23,900 1,356,086
--------------------------------------------------------------------------------
Schwab (Charles) Corp. 27,900 409,293
--------------------------------------------------------------------------------
State Street Corp. 5,200 288,288
----------
13,894,617

--------------------------------------------------------------------------------
INSURANCE--4.4%
AFLAC, Inc. 2,500 116,050
--------------------------------------------------------------------------------
Allstate Corp. 9,200 497,444
--------------------------------------------------------------------------------
American International Group, Inc. 30,737 2,097,186
--------------------------------------------------------------------------------
AmerUs Group Co. 2 1,000 56,670
--------------------------------------------------------------------------------
Aon Corp. 10,100 363,095
--------------------------------------------------------------------------------
Arch Capital Group Ltd. 1 200 10,950
--------------------------------------------------------------------------------
Chubb Corp. 3,500 341,775
--------------------------------------------------------------------------------
Everest Re Group Ltd. 300 30,105
--------------------------------------------------------------------------------
Fidelity National Financial, Inc. 2,237 82,299
--------------------------------------------------------------------------------
Fidelity National Title Group, Inc., Cl. A 548 13,344
--------------------------------------------------------------------------------
Hartford Financial Services Group,
Inc. (The) 6,900 592,641
--------------------------------------------------------------------------------
LandAmerica Financial Group, Inc. 2 200 12,480
--------------------------------------------------------------------------------
Lincoln National Corp. 2 500 26,515
--------------------------------------------------------------------------------
Loews Corp. 1,400 132,790
--------------------------------------------------------------------------------
MBIA, Inc. 2 1,500 90,240
--------------------------------------------------------------------------------
MetLife, Inc. 12,200 597,800
--------------------------------------------------------------------------------
Principal Financial Group, Inc. (The) 11,700 554,931
--------------------------------------------------------------------------------
Progressive Corp. 1,600 186,848
--------------------------------------------------------------------------------
Prudential Financial, Inc. 8,000 585,520
--------------------------------------------------------------------------------
St. Paul Travelers Cos., Inc. (The) 14,900 665,583

9 | GROWTH PORTFOLIO

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

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
INSURANCE Continued
StanCorp Financial Group, Inc. 2 1,200 $ 59,940
----------
7,114,206

--------------------------------------------------------------------------------
THRIFTS &amp; MORTGAGE FINANCE--1.3%
Accredited Home Lenders Holding Co. 1,2 600 29,748
--------------------------------------------------------------------------------
Countrywide Financial Corp. 13,200 451,308
--------------------------------------------------------------------------------
Fannie Mae 17,200 839,532
--------------------------------------------------------------------------------
Freddie Mac 7,500 490,125
--------------------------------------------------------------------------------
Fremont General Corp. 2 200 4,646
--------------------------------------------------------------------------------
MGIC Investment Corp. 2 1,300 85,566
--------------------------------------------------------------------------------
PMI Group, Inc. (The) 2 1,000 41,070
--------------------------------------------------------------------------------
Radian Group, Inc. 2 1,400 82,026
----------
2,024,021

--------------------------------------------------------------------------------
HEALTH CARE--14.3%
--------------------------------------------------------------------------------
BIOTECHNOLOGY--2.2%
Abgenix, Inc. 1,2 1,700 36,567
--------------------------------------------------------------------------------
Alkermes, Inc. 1,2 1,600 30,592
--------------------------------------------------------------------------------
Amgen, Inc. 1 20,200 1,592,972
--------------------------------------------------------------------------------
Applera Corp./Applied
Biosystems Group 2 3,800 100,928
--------------------------------------------------------------------------------
Genentech, Inc. 1 2,400 222,000
--------------------------------------------------------------------------------
Genzyme Corp. (General Division) 1 900 63,702
--------------------------------------------------------------------------------
Gilead Sciences, Inc. 1 6,000 315,780
--------------------------------------------------------------------------------
Sepracor, Inc. 1,2 200 10,320
--------------------------------------------------------------------------------
Techne Corp. 1,2 600 33,690
--------------------------------------------------------------------------------
Wyeth 24,400 1,124,108
----------
3,530,659

--------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT &amp; SUPPLIES--1.2%
Baxter International, Inc. 8,200 308,730
--------------------------------------------------------------------------------
Becton, Dickinson &amp; Co. 6,000 360,480
--------------------------------------------------------------------------------
Boston Scientific Corp. 1 4,500 110,205
--------------------------------------------------------------------------------
Guidant Corp. 3,500 226,625
--------------------------------------------------------------------------------
Kinetic Concepts, Inc. 1 700 27,832
--------------------------------------------------------------------------------
Medtronic, Inc. 12,000 690,840
--------------------------------------------------------------------------------
Mentor Corp. 2 1,200 55,296
--------------------------------------------------------------------------------
Millipore Corp. 1,2 500 33,020
--------------------------------------------------------------------------------
PerkinElmer, Inc. 500 11,780
--------------------------------------------------------------------------------
Stryker Corp. 600 26,658
--------------------------------------------------------------------------------
Waters Corp. 1 900 34,020
--------------------------------------------------------------------------------
Zimmer Holdings, Inc. 1 200 13,488
----------
1,898,974

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
HEALTH CARE PROVIDERS &amp; SERVICES--5.0%
Aetna, Inc. 3,900 $ 367,809
--------------------------------------------------------------------------------
American Healthways, Inc. 1,2 600 27,150
--------------------------------------------------------------------------------
AmerisourceBergen Corp. 2,400 99,360
--------------------------------------------------------------------------------
Beverly Enterprises, Inc. 1,2 800 9,336
--------------------------------------------------------------------------------
Cardinal Health, Inc. 10,300 708,125
--------------------------------------------------------------------------------
Caremark Rx, Inc. 1 14,000 725,060
--------------------------------------------------------------------------------
CIGNA Corp. 5,200 580,840
--------------------------------------------------------------------------------
Coventry Health Care, Inc. 1 1,250 71,200
--------------------------------------------------------------------------------
Express Scripts, Inc. 1 4,900 410,620
--------------------------------------------------------------------------------
Genesis HealthCare Corp. 1,2 500 18,260
--------------------------------------------------------------------------------
HCA, Inc. 12,700 641,350
--------------------------------------------------------------------------------
Health Net, Inc. 1 1,500 77,325
--------------------------------------------------------------------------------
Humana, Inc. 1 2,300 124,959
--------------------------------------------------------------------------------
IMS Health, Inc. 500 12,460
--------------------------------------------------------------------------------
Manor Care, Inc. 2 800 31,816
--------------------------------------------------------------------------------
McKesson Corp. 11,900 613,921
--------------------------------------------------------------------------------
Medco Health Solutions, Inc. 1 11,162 622,840
--------------------------------------------------------------------------------
Pediatrix Medical Group, Inc. 1,2 700 61,999
--------------------------------------------------------------------------------
Quest Diagnostics, Inc. 6,500 334,620
--------------------------------------------------------------------------------
Schein (Henry), Inc. 1,2 1,500 65,460
--------------------------------------------------------------------------------
Sierra Health Services, Inc. 1,2 900 71,964
--------------------------------------------------------------------------------
UnitedHealth Group, Inc. 19,382 1,204,397
--------------------------------------------------------------------------------
WellCare Health Plans, Inc. 1,2 600 24,510
--------------------------------------------------------------------------------
WellPoint, Inc. 1 14,167 1,130,385
----------
8,035,766

--------------------------------------------------------------------------------
PHARMACEUTICALS--5.9%
Abbott Laboratories 17,300 682,139
--------------------------------------------------------------------------------
Allergan, Inc. 2 3,400 367,064
--------------------------------------------------------------------------------
Alpharma, Inc., Cl. A 2 900 25,659
--------------------------------------------------------------------------------
Andrx Corp. 1,2 1,000 16,470
--------------------------------------------------------------------------------
Barr Pharmaceuticals, Inc. 1 2,100 130,809
--------------------------------------------------------------------------------
Bristol-Myers Squibb Co. 13,700 314,826
--------------------------------------------------------------------------------
Eli Lilly &amp; Co. 7,700 435,743
--------------------------------------------------------------------------------
Endo Pharmaceuticals Holdings, Inc. 1,2 800 24,208
--------------------------------------------------------------------------------
Forest Laboratories, Inc. 1 10,400 423,072
--------------------------------------------------------------------------------
Johnson &amp; Johnson 44,118 2,651,492
--------------------------------------------------------------------------------
King Pharmaceuticals, Inc. 1 4,800 81,216
--------------------------------------------------------------------------------
Kos Pharmaceuticals, Inc. 1,2 1,000 51,730
--------------------------------------------------------------------------------
Medicis Pharmaceutical Corp., Cl. A 2 300 9,615
--------------------------------------------------------------------------------
Merck &amp; Co., Inc. 39,800 1,266,038
--------------------------------------------------------------------------------
Pfizer, Inc. 124,865 2,911,852
--------------------------------------------------------------------------------
Watson Pharmaceuticals, Inc. 1 2,000 65,020
----------
9,456,953

10 | GROWTH PORTFOLIO

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
INDUSTRIALS--10.3%
--------------------------------------------------------------------------------
AEROSPACE &amp; DEFENSE--3.0%
Alliant Techsystems, Inc. 1,2 800 $ 60,936
--------------------------------------------------------------------------------
BE Aerospace, Inc. 1,2 1,100 24,200
--------------------------------------------------------------------------------
Boeing Co. 13,300 934,192
--------------------------------------------------------------------------------
General Dynamics Corp. 3,900 444,795
--------------------------------------------------------------------------------
Honeywell International, Inc. 16,700 622,075
--------------------------------------------------------------------------------
Lockheed Martin Corp. 9,700 617,211
--------------------------------------------------------------------------------
Northrop Grumman Corp. 11,800 709,298
--------------------------------------------------------------------------------
Precision Castparts Corp. 2 2,400 124,344
--------------------------------------------------------------------------------
Raytheon Co. 16,400 658,460
--------------------------------------------------------------------------------
United Technologies Corp. 11,100 620,601
----------
4,816,112

--------------------------------------------------------------------------------
AIR FREIGHT &amp; LOGISTICS--0.0%
United Parcel Service, Inc., Cl. B 1,000 75,150
--------------------------------------------------------------------------------
AIRLINES--0.1%
Alaska Air Group, Inc. 1,2 1,000 35,720
--------------------------------------------------------------------------------
AMR Corp. 1,2 4,200 93,366
--------------------------------------------------------------------------------
Continental Airlines, Inc., Cl. B 1,2 1,700 36,210
----------
165,296

--------------------------------------------------------------------------------
BUILDING PRODUCTS--0.3%
American Standard Cos., Inc. 2,400 95,880
--------------------------------------------------------------------------------
Masco Corp. 10,200 307,938
--------------------------------------------------------------------------------
USG Corp. 1,2 1,300 84,500
----------
488,318

--------------------------------------------------------------------------------
COMMERCIAL SERVICES &amp; SUPPLIES--0.7%
Administaff, Inc. 2 500 21,025
--------------------------------------------------------------------------------
Cendant Corp. 32,700 564,075
--------------------------------------------------------------------------------
Corporate Executive Board Co. 2 200 17,940
--------------------------------------------------------------------------------
Dun &amp; Bradstreet Corp. 1,2 600 40,176
--------------------------------------------------------------------------------
Manpower, Inc. 2 1,400 65,100
--------------------------------------------------------------------------------
PHH Corp. 1 205 5,744
--------------------------------------------------------------------------------
Pitney Bowes, Inc. 4,400 185,900
--------------------------------------------------------------------------------
Robert Half International, Inc. 1,600 60,624
--------------------------------------------------------------------------------
Waste Management, Inc. 4,100 124,435
----------
1,085,019

--------------------------------------------------------------------------------
CONSTRUCTION &amp; ENGINEERING--0.1%
Quanta Services, Inc. 1,2 2,000 26,340
--------------------------------------------------------------------------------
URS Corp. 1,2 2,200 82,742
----------
109,082

--------------------------------------------------------------------------------
DIVERSIFIED CONSUMER SERVICES--0.2%
Apollo Group, Inc., Cl. A 1 4,100 247,886

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--0.4%
Emerson Electric Co. 2,800 $ 209,160
--------------------------------------------------------------------------------
Rockwell Automation, Inc. 7,100 420,036
--------------------------------------------------------------------------------
Roper Industries, Inc. 2 1,000 39,510
----------
668,706

--------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--3.6%
3M Co. 3,400 263,500
--------------------------------------------------------------------------------
General Electric Co. 138,800 4,864,940
--------------------------------------------------------------------------------
Teleflex, Inc. 200 12,996
--------------------------------------------------------------------------------
Tyco International Ltd. 22,000 634,920
----------
5,776,356

--------------------------------------------------------------------------------
MACHINERY--1.2%
Caterpillar, Inc. 8,300 479,491
--------------------------------------------------------------------------------
Danaher Corp. 2,600 145,028
--------------------------------------------------------------------------------
Flowserve Corp. 1,2 1,600 63,296
--------------------------------------------------------------------------------
Illinois Tool Works, Inc. 5,500 483,945
--------------------------------------------------------------------------------
Ingersoll-Rand Co. Ltd., Cl. A 9,200 371,404
--------------------------------------------------------------------------------
ITT Industries, Inc. 1,000 102,820
--------------------------------------------------------------------------------
JLG Industries, Inc. 2 300 13,698
--------------------------------------------------------------------------------
Parker-Hannifin Corp. 800 52,768
--------------------------------------------------------------------------------
SPX Corp. 2 1,600 73,232
--------------------------------------------------------------------------------
Terex Corp. 1 1,200 71,280
----------
1,856,962

--------------------------------------------------------------------------------
ROAD &amp; RAIL--0.7%
Burlington Northern Santa Fe Corp. 7,500 531,150
--------------------------------------------------------------------------------
CSX Corp. 200 10,154
--------------------------------------------------------------------------------
Landstar System, Inc. 900 37,566
--------------------------------------------------------------------------------
Norfolk Southern Corp. 9,700 434,851
--------------------------------------------------------------------------------
Union Pacific Corp. 1,100 88,561
----------
1,102,282

--------------------------------------------------------------------------------
TRADING COMPANIES &amp; DISTRIBUTORS--0.0%
United Rentals, Inc. 1,2 1,200 28,068
--------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--19.8%
--------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--3.1%
ADC Telecommunications, Inc. 1,2 200 4,468
--------------------------------------------------------------------------------
ADTRAN, Inc. 2 1,800 53,532
--------------------------------------------------------------------------------
Avaya, Inc. 1 4,900 52,283
--------------------------------------------------------------------------------
Brocade Communications Systems, Inc. 1,2 9,600 39,072
--------------------------------------------------------------------------------
Cisco Systems, Inc. 1 118,900 2,035,568
--------------------------------------------------------------------------------
Corning, Inc. 1 30,100 591,766
--------------------------------------------------------------------------------
Emulex Corp. 1,2 1,500 29,685
--------------------------------------------------------------------------------
Harris Corp. 2 200 8,602
--------------------------------------------------------------------------------
Juniper Networks, Inc. 1 10,900 243,070
--------------------------------------------------------------------------------
Lucent Technologies, Inc. 1 53,100 141,246

11 | GROWTH PORTFOLIO

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

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT Continued
Motorola, Inc. 35,700 $ 806,463
--------------------------------------------------------------------------------
Polycom, Inc. 1 600 9,180
--------------------------------------------------------------------------------
QLogic Corp. 1 1,900 61,769
--------------------------------------------------------------------------------
QUALCOMM, Inc. 18,300 788,364
--------------------------------------------------------------------------------
Scientific-Atlanta, Inc. 2,200 94,754
----------
4,959,822

--------------------------------------------------------------------------------
COMPUTERS &amp; PERIPHERALS--4.9%
Apple Computer, Inc. 1 12,900 927,381
--------------------------------------------------------------------------------
Dell, Inc. 1 58,400 1,751,416
--------------------------------------------------------------------------------
EMC Corp. 1 61,700 840,354
--------------------------------------------------------------------------------
Hewlett-Packard Co. 60,500 1,732,115
--------------------------------------------------------------------------------
International Business Machines Corp. 25,400 2,087,880
--------------------------------------------------------------------------------
Lexmark International, Inc., Cl. A 1 1,800 80,694
--------------------------------------------------------------------------------
NCR Corp. 1 2,800 95,032
--------------------------------------------------------------------------------
Network Appliance, Inc. 1,2 4,600 124,200
--------------------------------------------------------------------------------
Palm, Inc. 1,2 900 28,620
--------------------------------------------------------------------------------
Sun Microsystems, Inc. 1 21,000 87,990
--------------------------------------------------------------------------------
Western Digital Corp. 1,2 7,600 141,436
----------
7,897,118

--------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT &amp; INSTRUMENTS--0.6%
Agilent Technologies, Inc. 1 14,800 492,692
--------------------------------------------------------------------------------
Arrow Electronics, Inc. 1,2 2,400 76,872
--------------------------------------------------------------------------------
Avnet, Inc. 1 3,100 74,214
--------------------------------------------------------------------------------
CDW Corp. 2 800 46,056
--------------------------------------------------------------------------------
Jabil Circuit, Inc. 1 2,600 96,434
--------------------------------------------------------------------------------
Komag, Inc. 1,2 1,000 34,660
--------------------------------------------------------------------------------
Mettler-Toledo International, Inc. 1,2 200 11,040
--------------------------------------------------------------------------------
Sanmina-SCI Corp. 1 15,700 66,882
--------------------------------------------------------------------------------
Solectron Corp. 1 19,700 72,102
--------------------------------------------------------------------------------
Tech Data Corp. 1 600 23,808
--------------------------------------------------------------------------------
UNOVA, Inc. 1,2 700 23,660
----------
1,018,420

--------------------------------------------------------------------------------
INTERNET SOFTWARE &amp; SERVICES--0.7%
Check Point Software
Technologies Ltd. 1,2 2,600 52,260
--------------------------------------------------------------------------------
Digital River, Inc. 1,2 900 26,766
--------------------------------------------------------------------------------
EarthLink, Inc. 1,2 5,200 57,772
--------------------------------------------------------------------------------
Google, Inc., Cl. A 1 1,300 539,318
--------------------------------------------------------------------------------
Internet Security Systems, Inc. 1,2 1,700 35,615
--------------------------------------------------------------------------------
MicroStrategy, Inc., Cl. A 1,2 300 24,822
--------------------------------------------------------------------------------
United Online, Inc. 2 4,550 64,701
--------------------------------------------------------------------------------
Websense, Inc. 1,2 500 32,820
--------------------------------------------------------------------------------
Yahoo!, Inc. 1 6,100 238,998
----------
1,073,072

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
IT SERVICES--0.8%
CACI International, Inc., Cl. A 1,2 700 $ 40,166
--------------------------------------------------------------------------------
Ceridian Corp. 1,2 1,900 47,215
--------------------------------------------------------------------------------
CheckFree Corp. 1 1,100 50,490
--------------------------------------------------------------------------------
Computer Sciences Corp. 1 1,900 96,216
--------------------------------------------------------------------------------
Electronic Data Systems Corp. 3,900 93,756
--------------------------------------------------------------------------------
First Data Corp. 17,400 748,374
--------------------------------------------------------------------------------
Fiserv, Inc. 1,2 2,100 90,867
--------------------------------------------------------------------------------
Global Payments, Inc. 2 1,000 46,610
--------------------------------------------------------------------------------
Sabre Holdings Corp. 3,100 74,741
----------
1,288,435

--------------------------------------------------------------------------------
OFFICE ELECTRONICS--0.3%
Xerox Corp. 1 32,200 471,730
--------------------------------------------------------------------------------
SEMICONDUCTORS &amp; SEMICONDUCTOR EQUIPMENT--4.9%
Analog Devices, Inc. 15,000 538,050
--------------------------------------------------------------------------------
Applied Materials, Inc. 43,300 776,802
--------------------------------------------------------------------------------
Broadcom Corp., Cl. A 1 11,900 561,085
--------------------------------------------------------------------------------
Cymer, Inc. 1,2 800 28,408
--------------------------------------------------------------------------------
Fairchild Semiconductor

International, Inc., Cl. A 1,2 4,100 69,331
--------------------------------------------------------------------------------
Freescale Semiconductor, Inc., Cl. B 1 15,113 380,394
--------------------------------------------------------------------------------
Genesis Microchip, Inc. 1,2 600 10,854
--------------------------------------------------------------------------------
Intel Corp. 118,900 2,967,744
--------------------------------------------------------------------------------
Intersil Corp., Cl. A 2 3,000 74,640
--------------------------------------------------------------------------------
KLA-Tencor Corp. 5,400 266,382
--------------------------------------------------------------------------------
Lam Research Corp. 1,2 2,200 78,496
--------------------------------------------------------------------------------
LSI Logic Corp. 1 9,000 72,000
--------------------------------------------------------------------------------
Micrel, Inc. 1,2 1,500 17,400
--------------------------------------------------------------------------------
Microchip Technology, Inc. 2,800 90,020
--------------------------------------------------------------------------------
Microsemi Corp. 1,2 900 24,894
--------------------------------------------------------------------------------
National Semiconductor Corp. 4,000 103,920
--------------------------------------------------------------------------------
Novellus Systems, Inc. 1 3,000 72,360
--------------------------------------------------------------------------------
NVIDIA Corp. 1 2,600 95,056
--------------------------------------------------------------------------------
OmniVision Technologies, Inc. 1,2 1,700 33,932
--------------------------------------------------------------------------------
Texas Instruments, Inc. 45,900 1,472,013
--------------------------------------------------------------------------------
Zoran Corp. 1 500 8,105
----------
7,741,886

--------------------------------------------------------------------------------
SOFTWARE--4.5%
Adobe Systems, Inc. 4,900 181,104
--------------------------------------------------------------------------------
Autodesk, Inc. 10,300 442,385
--------------------------------------------------------------------------------
BEA Systems, Inc. 1 7,800 73,320
--------------------------------------------------------------------------------
BMC Software, Inc. 1 3,800 77,862
--------------------------------------------------------------------------------
Cadence Design Systems, Inc. 1 4,700 79,524
--------------------------------------------------------------------------------
Citrix Systems, Inc. 1,2 1,900 54,682
--------------------------------------------------------------------------------
Cognos, Inc. 1,2 500 17,355

12 | GROWTH PORTFOLIO

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
SOFTWARE Continued
Computer Associates International, Inc. 14,100 $ 397,479
--------------------------------------------------------------------------------
Compuware Corp. 1 8,600 77,142
--------------------------------------------------------------------------------
Fair Isaac Corp. 2 1,500 66,255
--------------------------------------------------------------------------------
Hyperion Solutions Corp. 1,2 1,950 69,849
--------------------------------------------------------------------------------
Intuit, Inc. 1 1,900 101,270
--------------------------------------------------------------------------------
McAfee, Inc. 1,2 2,700 73,251
--------------------------------------------------------------------------------
Microsoft Corp. 129,600 3,389,040
--------------------------------------------------------------------------------
Novell, Inc. 1 9,100 80,353
--------------------------------------------------------------------------------
Oracle Corp. 1 82,800 1,010,988
--------------------------------------------------------------------------------
Parametric Technology Corp. 1 5,400 32,940
--------------------------------------------------------------------------------
Red Hat, Inc. 1,2 3,100 84,444
--------------------------------------------------------------------------------
Reynolds &amp; Reynolds Co., Cl. A 2 200 5,614
--------------------------------------------------------------------------------
Symantec Corp. 1 38,434 672,595
--------------------------------------------------------------------------------
Synopsys, Inc. 1 5,800 116,348
--------------------------------------------------------------------------------
Take-Two Interactive Software, Inc. 1,2 1,400 24,780
----------
7,128,580

--------------------------------------------------------------------------------
MATERIALS--2.6%
--------------------------------------------------------------------------------
CHEMICALS--1.3%
Agrium, Inc. 2,500 54,975
--------------------------------------------------------------------------------
Dow Chemical Co. (The) 15,300 670,446
--------------------------------------------------------------------------------
E.I. DuPont de Nemours &amp; Co. 4,700 199,750
--------------------------------------------------------------------------------
FMC Corp. 1,2 600 31,902
--------------------------------------------------------------------------------
Lubrizol Corp. (The) 300 13,029
--------------------------------------------------------------------------------
Lyondell Chemical Co. 3,000 71,460
--------------------------------------------------------------------------------
Monsanto Co. 5,900 457,427
--------------------------------------------------------------------------------
PPG Industries, Inc. 5,700 330,030
--------------------------------------------------------------------------------
Rohm &amp; Haas Co. 4,500 217,890
--------------------------------------------------------------------------------
Scotts Miracle-Gro Co. (The), Cl. A 2 900 40,716
----------
2,087,625

--------------------------------------------------------------------------------
CONSTRUCTION MATERIALS--0.0%
Texas Industries, Inc. 500 24,920
--------------------------------------------------------------------------------
CONTAINERS &amp; PACKAGING--0.1%
Owens-Illinois, Inc. 1 3,000 63,120
--------------------------------------------------------------------------------
Sealed Air Corp. 1,2 1,000 56,170
----------
119,290

--------------------------------------------------------------------------------
METALS &amp; MINING--0.9%
AK Steel Holding Corp. 1,2 3,600 28,620
--------------------------------------------------------------------------------
Alcoa, Inc. 7,000 206,990
--------------------------------------------------------------------------------
Carpenter Technology Corp. 2 700 49,329
--------------------------------------------------------------------------------
Commercial Metals Co. 2 700 26,278
--------------------------------------------------------------------------------
Freeport-McMoRan Copper
&amp; Gold, Inc., Cl. B 1,900 102,220
--------------------------------------------------------------------------------
Nucor Corp. 2 6,300 420,336
--------------------------------------------------------------------------------
Phelps Dodge Corp. 3,300 474,771

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
METALS &amp; MINING Continued
Quanex Corp. 2 700 $ 34,979
--------------------------------------------------------------------------------
Reliance Steel &amp; Aluminum Co. 2 1,100 67,232
--------------------------------------------------------------------------------
Steel Dynamics, Inc. 800 28,408
--------------------------------------------------------------------------------
United States Steel Corp. 2 200 9,614
--------------------------------------------------------------------------------
Worthington Industries, Inc. 2 1,100 21,131
----------
1,469,908

--------------------------------------------------------------------------------
PAPER &amp; FOREST PRODUCTS--0.3%
International Paper Co. 3,400 114,274
--------------------------------------------------------------------------------
Louisiana-Pacific Corp. 2 1,100 30,217
--------------------------------------------------------------------------------
MeadWestvaco Corp. 2,200 61,666
--------------------------------------------------------------------------------
Weyerhaeuser Co. 3,100 205,654
----------
411,811

--------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--2.9%
--------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--2.9%
American Tower Corp. 1 3,800 102,980
--------------------------------------------------------------------------------
AT&amp;T, Inc. 39,169 959,249
--------------------------------------------------------------------------------
BellSouth Corp. 23,700 642,270
--------------------------------------------------------------------------------
CenturyTel, Inc. 2,000 66,320
--------------------------------------------------------------------------------
Crown Castle International Corp. 1 2,100 56,511
--------------------------------------------------------------------------------
Qwest Communications
International, Inc. 1 13,400 75,710
--------------------------------------------------------------------------------
Sprint Nextel Corp. 61,586 1,438,649
--------------------------------------------------------------------------------
Verizon Communications, Inc. 43,700 1,316,244
----------
4,657,933

--------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--0.0%
Dobson Communications Corp., Cl. A 1,2 3,500 26,250
--------------------------------------------------------------------------------
UTILITIES--0.8%
--------------------------------------------------------------------------------
ELECTRIC UTILITIES--0.8%
AES Corp. (The) 1 4,800 75,984
--------------------------------------------------------------------------------
Constellation Energy Group, Inc. 4,400 253,440
--------------------------------------------------------------------------------
DPL, Inc. 500 13,005
--------------------------------------------------------------------------------
Duke Energy Corp. 2 100 2,745
--------------------------------------------------------------------------------
Entergy Corp. 700 48,055
--------------------------------------------------------------------------------
FirstEnergy Corp. 1,200 58,788
--------------------------------------------------------------------------------
PG&amp;E Corp. 2 11,600 430,592
--------------------------------------------------------------------------------
Pinnacle West Capital Corp. 2 100 4,135
--------------------------------------------------------------------------------
TXU Corp. 6,200 311,177
----------
1,197,921

--------------------------------------------------------------------------------
GAS UTILITIES--0.0%
NiSource, Inc. 500 10,430

13 | GROWTH PORTFOLIO

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

VALUE
SHARES SEE NOTE 1
---------------------------------------------------------------------------------------------

MULTI-UTILITIES &amp; UNREGULATED POWER--0.0%
Energy East Corp. 2 200 $ 4,560
---------------------------------------------------------------------------------------------
Sierra Pacific Resources 1 1,800 23,472
------------
28,032
------------
Total Common Stocks (Cost $148,304,509) 159,380,691

----------------------------------------------------------------------------------------------
PREFERRED STOCKS--0.0%
----------------------------------------------------------------------------------------------
Wachovia Corp., Dividend
Equalization Preferred
Shares 1,3
(Cost $--) 2,000 8

PRINCIPAL
AMOUNT
----------------------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--0.1%
----------------------------------------------------------------------------------------------

Undivided interest of 0.03% in joint repurchase agreement
(Principal Amount/Value $580,194,000, with a maturity
value of $580,416,408) with Cantor Fitzgerald &amp; Co./Cantor
Fitzgerald Securities, 3.45%, dated 12/30/05, to be repurchased
at $192,074 on 1/3/06, collateralized by U.S. Treasury Bills,
3/30/06--4/27/06, with a value of $296,834,500, U.S.
Treasury Bonds, 3.50%--4%, 5/15/09--11/15/12,
with a value of $266,212,260 and U.S. Treasury
Nts., 4.625%, 5/15/06, with a value of
$29,008,501 (Cost$192,000) $ 192,000 192,000
----------------------------------------------------------------------------------------------
Total Investments, at Value (excluding
Investments Purchased with Cash
Collateral from Securities Loaned)
(Cost $148,496,509) 159,572,699

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
----------------------------------------------------------------------------------------------
INVESTMENTS PURCHASED WITH CASH COLLATERAL
FROM SECURITIES LOANED--5.3%
----------------------------------------------------------------------------------------------

JOINT REPURCHASE AGREEMENTS--5.3%
Undivided interest of 0.27% in joint repurchase agreement
(Principal Amount/Value $3,150,000,000, with a maturity
value of $3,151,501,500) with Nomura Securities, 4.29%,
dated 12/30/05, to be repurchased at $8,480,676 on
1/3/06, collateralized by U.S. Agency Mortgages,
3.34%--9.50%, 6/1/08--5/1/38, with
a value of $3,213,000,000 4
(Cost $8,476,635) $ 8,476,635 $ 8,476,635

----------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $156,973,144) 105.1% 168,049,334
----------------------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (5.1) (8,182,639)
----------------------------
NET ASSETS 100.0% $159,866,695
============================

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

2. Partial or fully-loaned security. See Note 7 of Notes to Financial
Statements.

3. Illiquid security. The aggregate value of illiquid securities as of December
31, 2005 was $8, which represents less than 0.005% of the Portfolio's net
assets. See Note 6 of Notes to Financial Statements.

4. 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.

14 | GROWTH PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES December 31, 2005
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
ASSETS
--------------------------------------------------------------------------------------------------------------------

Investments, at value (including securities loaned of $8,253,107) (cost $156,973,144)
--see accompanying statement of investments $ 168,049,334
--------------------------------------------------------------------------------------------------------------------
Cash 87,702
--------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold 776,621
Interest and dividends 195,434
Shares of capital stock sold 13,059
Other 6,354
--------------
Total assets 169,128,504

--------------------------------------------------------------------------------------------------------------------
LIABILITIES
--------------------------------------------------------------------------------------------------------------------
Return of collateral for securities loaned 8,476,635
--------------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 669,658
Shares of capital stock redeemed 71,405
Directors' compensation 7,931
Shareholder communications 6,689
Transfer and shareholder servicing agent fees 860
Other 28,631
--------------
Total liabilities 9,261,809

--------------------------------------------------------------------------------------------------------------------
NET ASSETS $ 159,866,695
==============

--------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
--------------------------------------------------------------------------------------------------------------------
Par value of shares of capital stock $ 81,306
--------------------------------------------------------------------------------------------------------------------
Additional paid-in capital 225,683,494
--------------------------------------------------------------------------------------------------------------------
Accumulated net investment income 2,044,145
--------------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments and foreign currency transactions (79,018,443)
--------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation of assets and liabilities denominated in
foreign currencies 11,076,193
--------------
NET ASSETS--applicable to 81,306,366 shares of capital stock outstanding $ 159,866,695
==============

--------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE $1.97

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

15 | GROWTH PORTFOLIO

STATEMENT OF OPERATIONS For the Year Ended December 31, 2005
--------------------------------------------------------------------------------

---------------------------------------------------------------------------------------
INVESTMENT INCOME
---------------------------------------------------------------------------------------

Dividends (net of foreign withholding taxes of $3,102) $ 3,137,816
---------------------------------------------------------------------------------------
Portfolio lending fees 19,442
---------------------------------------------------------------------------------------
Interest 18,260
-------------
Total investment income 3,175,518

---------------------------------------------------------------------------------------
EXPENSES
---------------------------------------------------------------------------------------
Management fees 1,033,454
---------------------------------------------------------------------------------------
Accounting service fees 15,000
---------------------------------------------------------------------------------------
Shareholder communications 11,607
---------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees 10,860
---------------------------------------------------------------------------------------
Directors' compensation 7,123
---------------------------------------------------------------------------------------
Custodian fees and expenses 2,095
---------------------------------------------------------------------------------------
Administration service fees 1,500
---------------------------------------------------------------------------------------
Other 44,535
-------------
Total expenses 1,126,174
Less reduction to custodian expenses (224)
Less waivers and reimbursements of expenses (833)
-------------
Net expenses 1,125,117

---------------------------------------------------------------------------------------
NET INVESTMENT INCOME 2,050,401

---------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
---------------------------------------------------------------------------------------
Net realized gain on:
Investments 10,275,650
Foreign currency transactions 49,982
-------------
Net realized gain 10,325,632
---------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments (3,090,288)
Translation of assets and liabilities denominated in foreign currencies (46,423)
-------------
Net change in unrealized appreciation (3,136,711)

---------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 9,239,322
=============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

16 | GROWTH PORTFOLIO

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2005 2004
-----------------------------------------------------------------------------------------------------------------
OPERATIONS
-----------------------------------------------------------------------------------------------------------------

Net investment income $ 2,050,401 $ 2,489,494
-----------------------------------------------------------------------------------------------------------------
Net realized gain 10,325,632 22,598,187
-----------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (3,136,711) (8,798,956)
-------------------------------
Net increase in net assets resulting from operations 9,239,322 16,288,725

-----------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
-----------------------------------------------------------------------------------------------------------------
Dividends from net investment income (2,627,028) (1,953,565)

-----------------------------------------------------------------------------------------------------------------
CAPITAL STOCK TRANSACTIONS
-----------------------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from capital stock transactions (25,822,020) (22,405,815)

-----------------------------------------------------------------------------------------------------------------
NET ASSETS
-----------------------------------------------------------------------------------------------------------------
Total decrease (19,209,726) (8,070,655)
-----------------------------------------------------------------------------------------------------------------
Beginning of period 179,076,421 187,147,076
-------------------------------
End of period (including accumulated net investment income of $2,044,145
and $2,620,822, respectively) $ 159,866,695 $ 179,076,421
===============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

17 | GROWTH PORTFOLIO

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

YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
------------------------------------------------------------------------------------------------------------------------------------

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. Voluntary reimbursement of expenses less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

18 | GROWTH PORTFOLIO

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES

Growth Portfolio (the Portfolio) is a series of Panorama Series Fund, Inc.,
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 Manager.

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. The values of securities denominated in foreign currencies and
amounts related to the purchase and sale of foreign securities and foreign
investment income are translated into U.S. dollars as of the close of The New
York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day
the Exchange is open for business. 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.

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 Portfolio's Statement of Operations.

19 | GROWTH PORTFOLIO

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

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.

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
------------------------------------------------------------------------
$2,050,291 $-- $77,245,004 $9,302,755

1. As of December 31, 2005, the Portfolio had $77,244,975 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, 2005,
details of the capital loss carryforwards were as follows:

EXPIRING
----------------------
2008 $ 3,637,887
2009 38,285,188
2010 28,419,014
2011 6,902,886
------------
Total $ 77,244,975
============

2. The Portfolio had $29 of post-October foreign currency losses which were
deferred.

3. During the fiscal year ended December 31, 2005, the Portfolio utilized
$8,544,984 of capital loss carryforward to offset capital gains realized in that
fiscal year.

4. 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.

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, 2005.
Net assets of the Portfolio were unaffected by the reclassifications.

REDUCTION REDUCTION TO
TO ACCUMULATED ACCUMULATED NET
NET INVESTMENT REALIZED LOSS ON
INCOME INVESTMENTS
---------------------------------
$50 $50

20 | GROWTH PORTFOLIO

The tax character of distributions paid during the years ended December 31, 2005
and December 31, 2004 was as follows:

YEAR ENDED YEAR ENDED
DECEMBER 31, 2005 DECEMBER 31, 2004
--------------------------------------------------------------
Distributions paid from:
Ordinary income $2,627,028 $1,953,565

Federal tax cost of securities $ 158,746,575
Federal tax cost of other investments 7
--------------
Total federal tax cost $ 158,746,582
==============
Gross unrealized appreciation $ 14,034,637
Gross unrealized depreciation (4,731,882)
--------------
Net unrealized appreciation $ 9,302,755
==============

--------------------------------------------------------------------------------
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 to the extent that they are
not offset by positive cash balances maintained by the Portfolio. 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.

21 | GROWTH PORTFOLIO

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

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.

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, 2005 YEAR ENDED DECEMBER 31, 2004
SHARES AMOUNT SHARES AMOUNT
--------------------------------------------------------------------------------------------------------------

Sold 1,170,139 $ 2,210,310 1,366,755 $ 2,401,090
Dividends and/or distributions reinvested 1,420,015 2,627,028 1,116,323 1,953,565
Redeemed (16,351,175) (30,659,358) (15,194,087) (26,760,470)
---------------------------------------------------------------
Net decrease (13,761,021) $(25,822,020) (12,711,009) $(22,405,815)
===============================================================

--------------------------------------------------------------------------------
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, 2005, were as
follows:

PURCHASES SALES
--------------------------------------------------------
Investment securities $132,830,804 $158,149,624

--------------------------------------------------------------------------------
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.

--------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS 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. During the year ended December 31, 2005, OFS waived
$833. This undertaking may be amended or withdrawn at any time.

22 | GROWTH PORTFOLIO

--------------------------------------------------------------------------------
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, 2005, the Portfolio had no outstanding foreign currency
contracts.

--------------------------------------------------------------------------------
6. ILLIQUID SECURITIES

As of December 31, 2005, 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. Securities
that are illiquid are marked with the applicable footnote on the Statement of
Investments.

--------------------------------------------------------------------------------
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
U.S. 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 continues to receive the economic benefit of interest or dividends
paid on the securities loaned in the form of a substitute payment received from
the borrower. As of December 31, 2005, the Portfolio had on loan securities
valued at $8,253,107. Collateral of $8,476,635 was received for the loans, all
of which was received in cash and subsequently invested in approved instruments.

--------------------------------------------------------------------------------
8. LITIGATION

23 | GROWTH PORTFOLIO

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
8. LITIGATION Continued

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.

24 | GROWTH PORTFOLIO

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF TOTAL RETURN PORTFOLIO:

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, 2005, 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 periods 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, 2005, 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 periods then ended, in conformity with accounting principles
generally accepted in the United States of America.

/s/ DELOITTE &amp; TOUCHE LLP
-------------------------
DELOITTE &amp; TOUCHE LLP

Denver, Colorado
February 13, 2006

29 | TOTAL RETURN PORTFOLIO

STATEMENT OF INVESTMENTS December 31, 2005
--------------------------------------------------------------------------------

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
COMMON STOCKS--60.5%
--------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--7.3%
--------------------------------------------------------------------------------
AUTOMOBILES--0.4%
Ford Motor Co. 70,600 $ 545,032
--------------------------------------------------------------------------------
General Motors Corp. 20,300 394,226
------------
939,258

--------------------------------------------------------------------------------
HOUSEHOLD DURABLES--2.8%
D.R. Horton, Inc. 43,400 1,550,682
--------------------------------------------------------------------------------
KB Home 31,200 2,266,992
--------------------------------------------------------------------------------
Lennar Corp., Cl. A 57,600 3,514,752
------------
7,332,426

--------------------------------------------------------------------------------
LEISURE EQUIPMENT &amp; PRODUCTS--0.6%
Brunswick Corp. 38,700 1,573,542
--------------------------------------------------------------------------------
MEDIA--2.5%
Comcast Corp., Cl. A 1 109,500 2,842,620
--------------------------------------------------------------------------------
Gannett Co., Inc. 10,100 611,757
--------------------------------------------------------------------------------
Time Warner, Inc. 45,700 797,008
--------------------------------------------------------------------------------
Viacom, Inc., Cl. B 57,500 1,874,500
--------------------------------------------------------------------------------
Walt Disney Co. (The) 17,800 426,666
------------
6,552,551

--------------------------------------------------------------------------------
MULTILINE RETAIL--1.0%
Nordstrom, Inc. 72,400 2,707,760
--------------------------------------------------------------------------------
CONSUMER STAPLES--3.3%
--------------------------------------------------------------------------------
BEVERAGES--0.4%
Coca-Cola Co. (The) 14,500 584,495
--------------------------------------------------------------------------------
PepsiCo, Inc. 8,900 525,812
------------
1,110,307

--------------------------------------------------------------------------------
FOOD &amp; STAPLES RETAILING--0.5%
Kroger Co. (The) 1 45,500 859,040
--------------------------------------------------------------------------------
Walgreen Co. 7,000 309,820
------------
1,168,860

--------------------------------------------------------------------------------
FOOD PRODUCTS--1.6%
ConAgra Foods, Inc. 29,200 592,176
--------------------------------------------------------------------------------
Heinz (H.J.) Co. 16,500 556,380
--------------------------------------------------------------------------------
McCormick &amp; Co., Inc., Non-Vtg 78,800 2,436,496
--------------------------------------------------------------------------------
Sara Lee Corp. 29,100 549,990
------------
4,135,042

--------------------------------------------------------------------------------
TOBACCO--0.8%
Altria Group, Inc. 8,900 665,008
--------------------------------------------------------------------------------
UST, Inc. 35,200 1,437,216
------------
2,102,224

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
ENERGY--4.8%
--------------------------------------------------------------------------------
OIL &amp; GAS--4.8%
Apache Corp. 23,900 $ 1,637,628
--------------------------------------------------------------------------------
Chevron Corp. 55,200 3,133,704
--------------------------------------------------------------------------------
ConocoPhillips 73,800 4,293,684
--------------------------------------------------------------------------------
Exxon Mobil Corp. 42,500 2,387,225
--------------------------------------------------------------------------------
Marathon Oil Corp. 18,400 1,121,848
------------
12,574,089

--------------------------------------------------------------------------------
FINANCIALS--16.4%
--------------------------------------------------------------------------------
COMMERCIAL BANKS--5.2%
Bank of America Corp. 68,800 3,175,120
--------------------------------------------------------------------------------
Marshall &amp; Ilsley Corp. 31,700 1,364,368
--------------------------------------------------------------------------------
National City Corp. 18,400 617,688
--------------------------------------------------------------------------------
U.S. Bancorp 147,300 4,402,797
--------------------------------------------------------------------------------
Wells Fargo &amp; Co. 62,200 3,908,026
------------
13,467,999

--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--7.9%
American Express Co. 53,100 2,732,526
--------------------------------------------------------------------------------
CIT Group, Inc. 38,700 2,003,886
--------------------------------------------------------------------------------
Citigroup, Inc. 96,700 4,692,851
--------------------------------------------------------------------------------
Goldman Sachs Group, Inc. (The) 25,100 3,205,521
--------------------------------------------------------------------------------
JPMorgan Chase &amp; Co. 35,900 1,424,871
--------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc. 12,800 1,640,576
--------------------------------------------------------------------------------
Merrill Lynch &amp; Co., Inc. 10,500 711,165
--------------------------------------------------------------------------------
Morgan Stanley 74,300 4,215,782
------------
20,627,178

--------------------------------------------------------------------------------
INSURANCE--3.3%
American International Group, Inc. 36,800 2,510,864
--------------------------------------------------------------------------------
MBIA, Inc. 9,200 553,472
--------------------------------------------------------------------------------
MetLife, Inc. 35,300 1,729,700
--------------------------------------------------------------------------------
Safeco Corp. 41,500 2,344,750
--------------------------------------------------------------------------------
Torchmark Corp. 25,400 1,412,240
------------
8,551,026

--------------------------------------------------------------------------------
HEALTH CARE--6.0%
--------------------------------------------------------------------------------
HEALTH CARE PROVIDERS &amp; SERVICES--5.4%
AmerisourceBergen Corp. 75,200 3,113,280
--------------------------------------------------------------------------------
Cardinal Health, Inc. 32,600 2,241,250
--------------------------------------------------------------------------------
Express Scripts, Inc. 1 44,700 3,745,860
--------------------------------------------------------------------------------
Humana, Inc. 1 21,800 1,184,394
--------------------------------------------------------------------------------
McKesson Corp. 72,600 3,745,434
------------
14,030,218

9 | TOTAL RETURN PORTFOLIO

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

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
PHARMACEUTICALS--0.6%
Abbott Laboratories 13,900 $ 548,077
--------------------------------------------------------------------------------
Johnson &amp; Johnson 9,900 594,990
--------------------------------------------------------------------------------
King Pharmaceuticals, Inc. 1 35,100 593,892
------------
1,736,959

--------------------------------------------------------------------------------
INDUSTRIALS--8.0%
--------------------------------------------------------------------------------
AEROSPACE &amp; DEFENSE--1.4%
Honeywell International, Inc. 60,300 2,246,175
--------------------------------------------------------------------------------
Lockheed Martin Corp. 23,000 1,463,490
------------
3,709,665

--------------------------------------------------------------------------------
AIR FREIGHT &amp; LOGISTICS--0.2%
United Parcel Service, Inc., Cl. B 7,600 571,140
--------------------------------------------------------------------------------
BUILDING PRODUCTS--0.1%
American Standard Cos., Inc. 7,200 287,640
--------------------------------------------------------------------------------
COMMERCIAL SERVICES &amp; SUPPLIES--1.5%
Donnelley (R.R.) &amp; Sons Co. 17,100 584,991
--------------------------------------------------------------------------------
Equifax, Inc. 61,300 2,330,626
--------------------------------------------------------------------------------
Waste Management, Inc. 31,200 946,920
------------
3,862,537

--------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--2.1%
3M Co. 7,300 565,750
--------------------------------------------------------------------------------
General Electric Co. 129,500 4,538,975
--------------------------------------------------------------------------------
Tyco International Ltd. 14,600 421,356
------------
5,526,081

--------------------------------------------------------------------------------
MACHINERY--1.9%
Danaher Corp. 18,100 1,009,618
--------------------------------------------------------------------------------
Dover Corp. 33,300 1,348,317
--------------------------------------------------------------------------------
Eaton Corp. 12,200 818,498
--------------------------------------------------------------------------------
Ingersoll-Rand Co. Ltd., Cl. A 43,900 1,772,243
------------
4,948,676

--------------------------------------------------------------------------------
ROAD &amp; RAIL--0.8%
CSX Corp. 40,600 2,061,262
--------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--6.5%
--------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--0.9%
Motorola, Inc. 74,700 1,687,473
--------------------------------------------------------------------------------
QUALCOMM, Inc. 18,500 796,980
------------
2,484,453

--------------------------------------------------------------------------------
COMPUTERS &amp; PERIPHERALS--3.1%
Dell, Inc. 1 126,700 3,799,733
--------------------------------------------------------------------------------
Hewlett-Packard Co. 146,500 4,194,295
------------
7,994,028

--------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT &amp; INSTRUMENTS--0.6%
Jabil Circuit, Inc. 1 44,000 1,631,960

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
INTERNET SOFTWARE &amp; SERVICES--0.2%
Yahoo!, Inc. 1 12,700 $ 497,586
--------------------------------------------------------------------------------
IT SERVICES--0.2%
Computer Sciences Corp. 1 9,300 470,952
--------------------------------------------------------------------------------
SEMICONDUCTORS &amp; SEMICONDUCTOR EQUIPMENT--0.7%
Intel Corp. 52,900 1,320,384
--------------------------------------------------------------------------------
National Semiconductor Corp. 19,600 509,208
------------
1,829,592

--------------------------------------------------------------------------------
SOFTWARE--0.8%
Microsoft Corp. 76,200 1,992,630
--------------------------------------------------------------------------------
MATERIALS--2.5%
--------------------------------------------------------------------------------
CHEMICALS--1.7%
Dow Chemical Co. (The) 62,600 2,743,132
--------------------------------------------------------------------------------
E.I. DuPont de Nemours &amp; Co. 15,200 646,000
--------------------------------------------------------------------------------
PPG Industries, Inc. 16,300 943,770
------------
4,332,902

--------------------------------------------------------------------------------
METALS &amp; MINING--0.4%
Phelps Dodge Corp. 6,800 978,316
--------------------------------------------------------------------------------
PAPER &amp; FOREST PRODUCTS--0.4%
MeadWestvaco Corp. 38,500 1,079,155
--------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--3.6%
--------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--3.6%
AT&amp;T, Inc. 213,642 5,232,093
--------------------------------------------------------------------------------
Verizon Communications, Inc. 138,400 4,168,608
------------
9,400,701

--------------------------------------------------------------------------------
UTILITIES--2.1%
--------------------------------------------------------------------------------
ELECTRIC UTILITIES--2.1%
Progress Energy, Inc. 42,700 1,875,384
--------------------------------------------------------------------------------
TXU Corp. 72,400 3,633,756
------------
5,509,140
------------
Total Common Stocks (Cost $146,040,089) 157,777,855

PRINCIPAL
AMOUNT
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES--4.2%
--------------------------------------------------------------------------------
Ace Securities Corp., Home Equity
Loan Pass-Through Certificates,
Series 2002-HE7, Cl. A2B, 4.559%,
11/25/35 2 $ 230,000 230,142
--------------------------------------------------------------------------------
Capital Auto Receivables Asset
Trust, Automobile Mtg.-Backed Nts.,
Series 2004-2, Cl. A3, 3.58%, 1/15/09 530,000 520,280
--------------------------------------------------------------------------------
Centex Home Equity Co. LLC,
Home Equity Loan Asset-Backed
Certificates:
Series 2004-D, Cl. AF1, 2.98%, 4/25/20 44,628 44,502
Series 2005-B, Cl. AF1, 4.02%, 3/26/35 94,976 94,487

10 | TOTAL RETURN PORTFOLIO

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES continued
--------------------------------------------------------------------------------
Centex Home Equity Co. LLC,
Home Equity Loan Asset-Backed
Certificates: Continued
Series 2005-C, Cl. AF1, 4.196%,
6/25/35 $ 272,735 $ 271,296
Series 2005-D, Cl. AV2, 4.649%,
10/25/35 2 440,000 440,272
--------------------------------------------------------------------------------
CIT Equipment Collateral,
Equipment Receivable-Backed Nts.,
Series 2004-DFS, Cl. A2, 2.66%,
11/20/06 206,581 205,991
--------------------------------------------------------------------------------
Citibank Credit Card Issuance Trust,
Credit Card Receivable Nts.,
Series 2003-C4, Cl. C4, 5%, 6/10/15 70,000 68,713
--------------------------------------------------------------------------------
Consumer Credit Reference Index
Securities Program, Credit Card
Asset-Backed Certificates, Series
2002-B, Cl. FX, 10.421%, 3/22/07 3 500,000 499,563
--------------------------------------------------------------------------------
Countrywide Asset-Backed
Certificates, Inc., Home Equity
Asset-Backed Certificates:
Series 2002-4, Cl. A1, 4.749%,
2/25/33 2 8,112 8,128
Series 2005-7, Cl. AF1B, 4.317%,
11/25/35 2 330,561 328,838
Series 2005-16, Cl. 2AF2, 5.382%,
5/25/36 2 160,000 160,000
Series 2005-17, Cl. 1AF1, 4.58%,
12/27/35 2 330,000 329,989
Series 2005-17, Cl. 1AF2, 5.363%,
12/27/35 2 110,000 110,027
--------------------------------------------------------------------------------
DaimlerChrysler Auto Trust,
Automobile Loan Pass-Through
Certificates:
Series 2004-B, Cl. A2, 2.48%, 2/8/07 6,111 6,111
Series 2004-C, Cl. A2, 2.62%, 6/8/07 251,972 251,350
--------------------------------------------------------------------------------
Equity One ABS, Inc., Home Equity
Asset-Backed Security, Series 2004-3,
Cl. AF2, 3.80%, 7/25/34 2 100,000 99,603
--------------------------------------------------------------------------------
First Franklin Mortgage Loan
Asset-Backed Certificates, Home
Equity Receivables, Series 2005-FF10,
Cl. A3, 4.589%, 11/25/35 2 660,000 660,408
--------------------------------------------------------------------------------
Ford Credit Auto Owner Trust,
Automobile Loan Pass-Through
Certificates:
Series 2005-A, Cl. A3, 3.48%,
11/17/08 380,000 375,434
Series 2005-B, Cl. A2, 3.78%, 9/15/07 325,685 325,007
--------------------------------------------------------------------------------
Honda Auto Receivables Owner
Trust, Automobile Receivable
Obligations, Series 2005-1, Cl. A2,
3.21%, 5/21/07 153,076 152,657

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES continued
--------------------------------------------------------------------------------
Household Home Equity Loan Trust,
Home Equity Loan Pass-Through
Certificates, Series 2005-3, Cl. A1,
4.63%, 1/20/35 2 $ 327,033 $ 327,266
--------------------------------------------------------------------------------
Lehman XS Trust, Home Equity
Mtg. Pass-Through Certificates:
Series 2005-2, Cl. 2A1B, 3.63%,
8/25/35 2 542,670 543,436
Series 2005-10, Cl. 2-A3B, 5.55%,
12/25/06 300,000 299,953
--------------------------------------------------------------------------------
Litigation Settlement Monetized
Fee Trust, Asset-Backed Certificates,
Series 2001-1A, Cl. A1, 8.33%,
4/25/31 4 1,193,269 1,212,838
--------------------------------------------------------------------------------
MBNA Credit Card Master Note
Trust, Credit Card Receivables, Series
2003-C7, Cl. C7, 5.719%, 3/15/16 2 690,000 731,850
--------------------------------------------------------------------------------
Onyx Acceptance Owner Trust,
Automobile Receivable Obligations,
Series 2005-B, Cl. A2, 4.03%, 4/15/08 360,000 358,893
--------------------------------------------------------------------------------
Popular ABS Mortgage Pass-Through
Trust, Home Equity Pass-Through
Certificates:
Series 2004-5, Cl. AF2, 3.735%,
11/10/34 2 140,000 138,324
Series 2005-1, Cl. AF2, 3.914%,
5/25/35 2 100,000 98,623
Series 2005-2, Cl. AF2, 4.415%,
4/25/35 2 170,000 168,335
--------------------------------------------------------------------------------
Residential Asset Mortgage Products,
Inc., Home Equity Asset-Backed
Pass-Through Certificates, Series
2004-RS7, Cl. AI3, 4.45%, 7/25/28 350,000 348,241
--------------------------------------------------------------------------------
Structured Asset Securities Corp.,
CMO Pass-Through Certificates,
Series 2005-4XS, Cl. 3A1, 5.18%,
3/26/35 628,543 628,781
--------------------------------------------------------------------------------
Structured Asset Securities Corp.,
Home Equity Obligations, Series
2003-25XS, Cl. A4, 4.51%, 8/25/33 120,881 120,506
--------------------------------------------------------------------------------
USAA Auto Owner Trust,
Automobile Loan Asset-Backed Nts.:
Series 2004-2, Cl. A2, 2.41%, 2/15/07 12,674 12,670
Series 2004-3, Cl. A2, 2.79%, 6/15/07 116,897 116,711
--------------------------------------------------------------------------------
Volkswagen Auto Lease Trust,
Automobile Lease Asset-Backed
Securities, Series 2004-A, Cl. A2,
2.47%, 1/22/07 118,449 118,253
--------------------------------------------------------------------------------
Wachovia Auto Owner Trust,
Automobile Receivable Nts., Series
2004-B, Cl. A2, 2.40%, 5/21/07 57,717 57,637

11 | TOTAL RETURN PORTFOLIO

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

--------------------------------------------------------------------------------
MORTGAGE-BACKED OBLIGATIONS--32.0%
--------------------------------------------------------------------------------
GOVERNMENT AGENCY--26.6%
--------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED--26.3%
Federal Home Loan Mortgage Corp.:
4.50%, 5/1/19 828,882 807,928
5%, 1/1/36 5 1,209,000 1,170,463
6%, 10/1/34 1,064,860 1,075,927
6.50%, 4/1/18-4/1/34 443,828 456,307
7%, 5/1/30-1/1/34 2,609,955 2,719,281
8%, 4/1/16 228,291 243,255
9%, 8/1/22-5/1/25 64,023 69,385
--------------------------------------------------------------------------------
Federal Home Loan Mortgage
Corp., CMO Gtd. Real Estate Mtg
Investment Conduit Multiclass
Pass-Through Certificates:
Series 1669, Cl. G, 6.50%, 2/15/23 4,029 4,024
Series 2055, Cl. ZM, 6.50%, 5/15/28 248,183 254,749
Series 2080, Cl. Z, 6.50%, 8/15/28 159,031 163,009
Series 2387, Cl. PD, 6%, 4/15/30 185,356 187,118
Series 2456, Cl. BD, 6%, 3/15/30 58,288 58,408
Series 2500, Cl. FD, 4.869%, 3/15/32 2 82,109 83,012
Series 2526, Cl. FE, 4.769%, 6/15/29 2 114,297 115,121
Series 2551, Cl. FD, 4.769%, 1/15/33 2 88,382 89,207
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Interest-Only Stripped Mtg.-Backed
Security:
Series 176, Cl. IO, 13.464%, 6/1/26 6 171,616 36,530
Series 183, Cl. IO, 11.095%, 4/1/27 6 267,589 55,667
Series 184, Cl. IO, 16.697%, 12/1/26 6 287,847 56,919
Series 192, Cl. IO, 15.434%, 2/1/28 6 73,151 14,953
Series 200, Cl. IO, 14.015%, 1/1/29 6 86,915 18,895
Series 2003-118, Cl. S, 20.029%,
12/25/33 6 1,022,890 111,742
Series 2130, Cl. SC, 7.80%, 3/15/29 6 207,576 15,479
Series 2796, Cl. SD, 12.62%, 7/15/26 6 303,503 23,555
Series 2920, Cl. S, 14.307%, 1/15/35 6 1,332,830 64,430
Series 3000, Cl. SE, 20.785%, 7/15/25 6 1,403,955 51,309
--------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Principal-Only Stripped Mtg.-Backed
Security, Series 176, Cl. PO, 4.49%,
6/1/26 7 70,262 59,271

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED Continued
Federal National Mortgage Assn.:
5%, 6/1/18-7/1/18 $ 1,276,141 $ 1,264,720
5%, 1/1/36 5 7,621,000 7,385,222
5.50%, 3/1/33-1/1/34 7,724,912 7,670,679
5.50%, 1/1/21-1/1/36 5 22,691,000 22,556,661
6%, 11/1/17-11/1/32 4,619,588 4,714,851
6%, 1/1/36 5 2,183,000 2,203,466
6.50%, 4/1/24-11/1/31 1,214,629 1,251,914
6.50%, 1/1/36 5 4,081,000 4,186,853
7%, 11/1/17-2/25/22 993,813 1,025,104
7.50%, 5/1/07-3/1/33 1,653,221 1,734,318
8%, 3/1/17 6,176 6,588
8.50%, 7/1/32 18,538 20,074
--------------------------------------------------------------------------------
Federal National Mortgage Assn
Grantor Trust, CMO, Trust 2002-T1,
Cl. A2, 7%, 11/25/31 460,344 476,610
--------------------------------------------------------------------------------
Federal National Mortgage Assn.,
CMO Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates:
Trust 1993-87, Cl. Z, 6.50%, 6/25/23 434,625 448,565
Trust 1998-63, Cl. PG, 6%, 3/25/27 13,499 13,467
Trust 2001-50, Cl. NE, 6%, 8/25/30 97,139 97,708
Trust 2001-51, Cl. OD, 6.50%, 10/25/31 569,998 587,067
Trust 2001-70, Cl. LR, 6%, 9/25/30 120,108 121,259
Trust 2001-72, Cl. NH, 6%, 4/25/30 70,940 71,491
Trust 2001-74, Cl. PD, 6%, 5/25/30 28,210 28,281
Trust 2002-77, Cl. WF, 4.77%, 12/18/32 2 137,020 138,068
Trust 2003-28, Cl. KG, 5.50%, 4/25/23 662,000 676,463
Trust 2004-101, Cl. BG, 5%, 1/25/20 452,000 446,076
Trust 2005-100, Cl. BQ, 5.50%, 11/25/25 270,000 266,299
--------------------------------------------------------------------------------
Federal National Mortgage Assn.,
CMO Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates,
Interest-Only Stripped Mtg.-Backed
Security:
Trust 1993-223, Cl. PM, 1.635%,
10/25/23 6 240,849 24,421
Trust 2002-47, Cl. NS, 9.594%, 4/25/32 6 360,139 29,040
Trust 2002-51, Cl. S, 9.762%, 8/25/32 6 330,694 26,786
--------------------------------------------------------------------------------
Federal National Mortgage Assn.,
Interest-Only Stripped Mtg.-Backed
Security:
Trust 222, Cl. 2, 13.507%, 6/1/23 6 569,858 135,189
Trust 240, Cl. 2, 15.612%, 9/1/23 6 657,785 136,980
Trust 252, Cl. 2, 7.415%, 11/1/23 6 441,827 97,565
Trust 273, Cl. 2, 14.618%, 8/1/26 6 128,511 26,525
Trust 319, Cl. 2, 13.437%, 2/1/32 6 131,136 29,733
Trust 321, Cl. 2, 8.269%, 3/1/32 6 1,501,277 338,828
Trust 322, Cl. 2, 16.345%, 4/1/32 6 500,298 106,831
Trust 329, Cl. 2, 11.44%, 1/1/33 6 543,714 120,500
Trust 331, Cl. 9, (13.274)%, 2/1/33 6 375,324 85,158
Trust 333, Cl. 2, 11.95%, 3/1/33 6 1,683,619 377,270

12 | TOTAL RETURN PORTFOLIO

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
FHLMC/FNMA/SPONSORED Continued
Federal National Mortgage Assn.,
Interest-Only Stripped Mtg.-Backed
Security: Continued
Trust 334, Cl. 17, 2.19%, 2/1/33 6 $ 244,719 $ 54,227
Trust 338, Cl. 2, 10.333%, 6/1/33 6 1,553,583 347,184
Trust 346, Cl. 2, 10.433%, 12/1/33 6 1,265,056 280,517
Trust 350, Cl. 2, 12.285%, 2/1/34 6 1,537,518 340,972
Trust 2001-65, Cl. S, 21.164%,
11/25/31 6 630,533 58,354
Trust 2001-81, Cl. S, 11.605%,
1/25/32 6 154,527 13,455
Trust 2002-52, Cl. SD, 6.658%,
9/25/32 6 410,129 33,756
Trust 2002-77, Cl. SH, 12.545%,
12/18/32 6 189,645 17,863
Trust 2002-84, Cl. SA, 21.481%,
12/25/32 6 544,349 52,187
Trust 2003-4, Cl. S, 20.563%, 2/25/33 6 357,245 37,926
Trust 2004-54, Cl. DS, 6.243%,
11/25/30 6 321,008 18,481
Trust 2005-6, Cl. SE, 13.927%,
2/25/35 6 915,462 47,628
Trust 2005-19, Cl. SA, 12.727%,
3/25/35 6 3,428,774 190,890
Trust 2005-40, Cl. SA, 13.682%,
5/25/35 6 785,826 41,871
Trust 2005-71, Cl. SA, 19.968%,
8/25/25 6 896,665 53,583
--------------------------------------------------------------------------------
Federal National Mortgage Assn.,
Principal-Only Stripped Mtg.-Backed
Security, Trust 1993-184, Cl. M,
5.779%, 9/25/23 7 169,393 142,190
------------
68,663,658

--------------------------------------------------------------------------------
GNMA/GUARANTEED--0.3%
Government National Mortgage Assn.:
7%, 11/15/08-1/15/24 189,324 197,757
7.50%, 1/15/09-6/15/24 343,365 361,061
8%, 5/15/17 90,828 97,230
8.50%, 8/15/17-12/15/17 82,640 89,181
--------------------------------------------------------------------------------
Government National Mortgage
Assn., Interest-Only Stripped
Mtg.-Backed Security:
Series 2001-21, Cl. SB, 3.873%,
1/16/27 6 339,397 23,371
Series 2002-15, Cl. SM, 0.947%,
2/16/32 6 389,344 27,073
Series 2002-76, Cl. SY, 5.13%,
12/16/26 6 764,715 33,532
Series 2004-11, Cl. SM, (0.493)%,
1/17/30 6 277,243 11,692
------------
840,897

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
NON-AGENCY--5.4%
--------------------------------------------------------------------------------
COMMERCIAL--4.9%
Banc of America Commercial
Mortgage, Inc., Commercial Mtg
Pass-Through Certificates:
Series 2004-6, Cl. A3, 4.512%,
12/10/42 $ 410,000 $ 397,239
Series 2005-2, Cl. A4, 4.783%, 7/10/43 2 600,000 589,089
Series 2005-3, Cl. A2, 4.501%, 7/10/43 490,000 478,426
--------------------------------------------------------------------------------
Banc of America Funding Corp.,
CMO Pass-Through Certificates,
Series 2004-2, Cl. 2A1, 6.50%, 7/20/32 498,559 499,100
--------------------------------------------------------------------------------
Banc of America Mortgage
Securities, Inc., CMO Pass-Through
Certificates:
Series 2004-E, Cl. 2A9, 3.712%, 6/25/34 2 10,206 10,203
Series 2004-8, Cl. 5A1, 6.50%, 5/25/32 369,827 375,606
--------------------------------------------------------------------------------
Bear Stearns Commercial Mortgage
Securities, Inc., Commercial Mtg
Obligations, Series 2005-PWR7,
Cl. A2, 4.945%, 2/11/41 210,000 207,691
--------------------------------------------------------------------------------
Citigroup/Deutsche Bank
Commercial Mortgage Trust,
Commercial Mtg. Obligations,
Series 2005-CD1, Cl. A4, 5.225%,
7/15/44 520,000 525,745
--------------------------------------------------------------------------------
Countrywide Alternative Loan
Trust, CMO:
Series 2004-J9, Cl. 1A1, 4.559%,
10/25/34 2 122,218 122,313
Series 2005-J3, Cl. 3A1, 6.50%,
9/25/34 773,663 783,442
--------------------------------------------------------------------------------
First Chicago/Lennar Trust 1,
Commercial Mtg. Pass-Through
Certificates, Series 1997-CHL1, Cl. D,
7.674%, 4/29/39 2,3 350,000 351,750
--------------------------------------------------------------------------------
First Union National Bank/Lehman
Brothers/Bank of America
Commercial Mtg. Trust, Pass-Through
Certificates, Series 1998-C2, Cl. A2,
6.56%, 11/18/35 307,927 316,672
--------------------------------------------------------------------------------
GE Capital Commercial Mortgage
Corp., Commercial Mtg. Obligations:
Series 2004-C3, Cl. A2, 4.433%, 7/10/39 320,000 314,588
Series 2005-CA, Cl. A3, 4.578%,
6/10/48 170,000 165,471
Series 2005-C3, Cl. A2, 4.853%,
7/10/45 280,000 278,144
--------------------------------------------------------------------------------
GMAC Commercial Mortgage
Securities, Inc., Commercial Mtg
Pass-Through Certificates:
Series 1997-C1, Cl. A3, 6.869%,
7/15/29 191,425 195,785
Series 2004-C3, Cl. A4, 4.547%,
12/10/41 260,000 251,835

13 | TOTAL RETURN PORTFOLIO

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

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL Continued
Greenwich Capital Commercial
Funding Corp., Commercial Mtg
Pass-Through Certificates:
Series 2005-G G3, Cl. A2, 4.305%,
8/10/42 $ 340,000 $ 331,290
Series 2005-G G5, Cl. A2, 5.117%,
4/10/37 300,000 300,916
--------------------------------------------------------------------------------
GS Mortgage Securities Corp. II,
Commercial Mtg. Pass-Through
Certificates:
Series 2004-C1, Cl. A1, 3.659%,
10/10/28 294,670 285,572
Series 2004-GG2, Cl. A3, 4.602%,
8/10/38 200,000 197,551
--------------------------------------------------------------------------------
JPMorgan Chase Commercial
Mortgage Securities Corp.,
Commercial Mtg. Pass-Through
Certificates, Series 2005-LDP2,
Cl. A2, 4.575%, 7/15/42 120,000 117,626
--------------------------------------------------------------------------------
LB-UBS Commercial Mortgage Trust,
Commercial Mtg. Pass-Through
Certificates, Series 2005-C5, Cl. A2,
4.885%, 9/15/30 340,000 337,773
--------------------------------------------------------------------------------
Mastr Alternative Loan Trust, CMO
Pass-Through Certificates:
Series 2004-6, Cl. 10A1, 6%, 7/25/34 569,625 572,750
Series 2004-9, Cl. A3, 4.70%, 8/25/34 2 1,326,445 1,320,396
--------------------------------------------------------------------------------
Mastr Seasoned Securities Trust,
Mtg. Pass-Through Certificates,
Series 2004-2, Cl. A1, 6.50%, 8/25/32 863,408 871,773
--------------------------------------------------------------------------------
Nomura Asset Securities Corp.,
Commercial Mtg. Pass-Through
Certificates, Series 1998-D6, Cl. A1B,
6.59%, 3/15/30 380,000 392,977
--------------------------------------------------------------------------------
Prudential Mortgage Capital Co. II
LLC, Commercial Mtg. Pass-Through
Certificates, Series PRU-HTG 2000-C1,
Cl. A2, 7.306%, 10/6/15 251,000 274,595
--------------------------------------------------------------------------------
Residential Accredit Loans, Inc.,
Mtg. Asset-Backed Pass-Through
Certificates, Series 2003-QS1, Cl. A2,
5.75%, 1/25/33 307,074 307,667
--------------------------------------------------------------------------------
Wachovia Bank Commercial
Mortgage Trust, Commercial Mtg
Obligations:
Series 2005-C17, Cl. A2, 4.782%,
3/15/42 590,000 583,492
Series 2005-C20, Cl. A5, 5.087%, 7/15/42 2 340,000 337,770
--------------------------------------------------------------------------------
Washington Mutual Mortgage
Securities Corp., CMO Pass-Through
Certificates, Series 2005-AR5, Cl. A1,
4.681%, 5/25/35 2 457,493 457,164

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL Continued
Wells Fargo Mortgage-Backed
Securities Trust, CMO, Series
2004-DD, Cl. 2A1, 4.522%, 1/25/35 2 $ 227,323 $ 226,627
------------
12,779,038

--------------------------------------------------------------------------------
OTHER--0.2%
JPMorgan Chase Commercial
Mortgage Securities Corp.,
Commercial Mtg. Pass-Through
Certificates, Series 2005-LDP4, Cl
A2, 4.79%, 10/15/42 400,000 394,909
--------------------------------------------------------------------------------
RESIDENTIAL--0.3%
Countrywide Alternative Loan
Trust, CMO, Series 2005-J1, Cl. 3A1,
6.50%, 8/25/32 853,660 868,867
------------
Total Mortgage-Backed Obligations
(Cost $83,936,641) 83,547,369

--------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS--2.5%
--------------------------------------------------------------------------------
Fannie Mae Unsec. Nts., 3.69%,
10/5/07 8 435,000 401,155
--------------------------------------------------------------------------------
Federal National Mortgage Assn
Unsec. Nts.:
6%, 5/15/11 350,000 370,597
7.25%, 5/15/30 9 335,000 444,791
--------------------------------------------------------------------------------
Tennessee Valley Authority Bonds:
4.65%, 6/15/35 705,000 669,135
Series A, 6.79%, 5/23/12 3,937,000 4,362,661
--------------------------------------------------------------------------------
U.S. Treasury Bonds, 5.375%, 2/15/31 27,000 30,337
--------------------------------------------------------------------------------
U.S. Treasury Nts., 4.375%,
11/15/08-12/15/10 269,000 269,179
------------
Total U.S. Government Obligations
(Cost $6,686,297) 6,547,855

--------------------------------------------------------------------------------
FOREIGN GOVERNMENT OBLIGATIONS--0.2%
--------------------------------------------------------------------------------
United Mexican States Nts., 7.50%,
1/14/12 (Cost $503,365) 480,000 536,400

--------------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES--13.7%
--------------------------------------------------------------------------------
Aetna, Inc., 7.375% Sr. Unsec. Nts.,
3/1/06 595,000 597,381
--------------------------------------------------------------------------------
Albertson's, Inc., 8% Sr. Unsec. Debs.,
5/1/31 320,000 315,674
--------------------------------------------------------------------------------
Allied Waste North America, Inc.,
8.875% Sr. Nts., Series B, 4/1/08 255,000 270,300
--------------------------------------------------------------------------------
Allstate Financial Global Funding II,
4.25% Nts., 9/10/08 3 120,000 118,022
--------------------------------------------------------------------------------
Archer Daniels Midland Co.,
5.375% Nts., 9/15/35 280,000 269,540
--------------------------------------------------------------------------------
AT&amp;T Wireless Services, Inc., 8.125%
Sr. Unsec. Nts., 5/1/12 365,000 422,263

14 | TOTAL RETURN PORTFOLIO

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES continued
--------------------------------------------------------------------------------
Bankers Trust Corp., 7.375% Unsec
Sub. Nts., 5/1/08 $ 50,000 $ 52,678
--------------------------------------------------------------------------------
Barclays Bank plc, 6.278% Perpetual
Bonds 10 440,000 443,032
--------------------------------------------------------------------------------
Beazer Homes USA, Inc., 6.875% Sr
Unsec. Nts., 7/15/15 275,000 265,031
--------------------------------------------------------------------------------
British Sky Broadcasting Group plc,
7.30% Unsec. Nts., 10/15/06 96,000 97,572
--------------------------------------------------------------------------------
British Telecommunications plc,
8.875% Bonds, 12/15/30 235,000 315,346
--------------------------------------------------------------------------------
CenterPoint Energy, Inc., 7.25%
Sr. Nts., Series B, 9/1/10 285,000 306,033
--------------------------------------------------------------------------------
Chancellor Media CCU, 8%
Sr. Unsec. Nts., 11/1/08 510,000 542,549
--------------------------------------------------------------------------------
CIT Group, Inc., 7.75% Sr. Unsec
Unsub. Nts., 4/2/12 215,000 244,144
--------------------------------------------------------------------------------
Citigroup, Inc., 6.625% Unsec. Sub.
Nts., 6/15/32 215,000 243,752
--------------------------------------------------------------------------------
ConAgra Foods, Inc., 6% Nts.,
9/15/06 300,000 302,129
--------------------------------------------------------------------------------
Constellation Energy Group, Inc.,
7.60% Unsec. Nts., 4/1/32 355,000 428,417
--------------------------------------------------------------------------------
Countrywide Financial Corp., 4.50%
Nts., Series A, 6/15/10 290,000 281,777
--------------------------------------------------------------------------------
Cox Communications, Inc., 4.625%
Unsec. Nts., 1/15/10 565,000 547,444
--------------------------------------------------------------------------------
Credit Suisse First Boston, Inc. (USA),
5.50% Nts., 8/15/13 565,000 577,244
--------------------------------------------------------------------------------
D.R. Horton, Inc., 6.125% Nts.,
1/15/14 245,000 245,437
--------------------------------------------------------------------------------
DaimlerChrysler NA Holdings Corp.,
8% Nts., 6/15/10 460,000 503,547
--------------------------------------------------------------------------------
Dana Corp., 6.50% Unsec. Nts.,
3/1/09 345,000 277,725
--------------------------------------------------------------------------------
Delhaize America, Inc., 9% Unsub
Debs., 4/15/31 355,000 419,119
--------------------------------------------------------------------------------
Deutsche Telekom International
Finance BV, 8.50% Unsub. Nts.,
6/15/10 2 330,000 374,495
--------------------------------------------------------------------------------
Dominion Resources, Inc., 8.125%
Sr. Unsub. Nts., 6/15/10 390,000 433,884
--------------------------------------------------------------------------------
DTE Energy Co., 6.45% Sr. Unsub
Nts., 6/1/06 270,000 271,757
--------------------------------------------------------------------------------
EOP Operating LP, 8.10% Unsec
Nts., 8/1/10 400,000 442,217
--------------------------------------------------------------------------------
Federated Department Stores, Inc.,
6.625% Sr. Unsec. Nts., 9/1/08 335,000 347,391
--------------------------------------------------------------------------------
FedEx Corp., 2.65% Unsec. Nts.,
4/1/07 565,000 549,750

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES Continued
--------------------------------------------------------------------------------
FirstEnergy Corp.:
5.50% Sr. Unsub. Nts., Series A,
11/15/06 $ 225,000 $ 225,856
7.375% Sr. Unsub. Nts., Series C,
11/15/31 260,000 307,757
--------------------------------------------------------------------------------
Ford Motor Credit Co.:
5.80% Sr. Unsec. Nts., 1/12/09 640,000 558,668
7.375% Nts., 10/28/09 110,000 97,635
--------------------------------------------------------------------------------
France Telecom SA, 8.50% Sr. Unsec
Nts., 3/1/31 2 75,000 100,374
--------------------------------------------------------------------------------
Gap, Inc. (The):
6.90% Nts., 9/15/07 335,000 342,439
9.55% Unsub. Nts., 12/15/08 2 69,000 76,729
--------------------------------------------------------------------------------
General Mills, Inc., 3.875% Nts.,
11/30/07 405,000 397,243
--------------------------------------------------------------------------------
General Motors Acceptance Corp.:
6.15% Nts., 4/5/07 820,000 774,756
8% Bonds, 11/1/31 380,000 364,959
--------------------------------------------------------------------------------
Goldman Sachs Group, Inc. (The),
5.70% Sr. Unsec. Nts., 9/1/12 765,000 788,023
--------------------------------------------------------------------------------
Harrah's Operating Co., Inc., 5.625%
Sr. Unsec. Bonds, 6/1/15 275,000 270,653
--------------------------------------------------------------------------------
HCA, Inc., 7.125% Sr. Unsec. Nts.,
6/1/06 245,000 248,234
--------------------------------------------------------------------------------
Hilton Hotels Corp., 8.25% Sr. Unsec
Nts., 2/15/11 230,000 252,323
--------------------------------------------------------------------------------
HSBC Finance Corp., 4.75% Sr. Unsec
Nts., 7/15/13 545,000 527,390
--------------------------------------------------------------------------------
IPALCO Enterprises, Inc., 8.375%
Sr. Sec. Nts., 11/14/08 2 265,000 278,913
--------------------------------------------------------------------------------
iStar Financial, Inc.:
5.125% Sr. Unsec. Nts., Series B,
4/1/11 165,000 160,956
5.15% Sr. Unsec. Nts., 3/1/12 200,000 193,942
--------------------------------------------------------------------------------
J.C. Penney Co., Inc. (Holding Co.),
7.40% Nts., 4/1/37 485,000 544,274
--------------------------------------------------------------------------------
JPMorgan Chase Capital XV, 5.875%
Sub. Nts., Series O,
3/15/35 385,000 384,107
--------------------------------------------------------------------------------
K. Hovnanian Enterprises, Inc.,
6.50% Sr. Nts., 1/15/14 275,000 264,365
--------------------------------------------------------------------------------
KB Home, 5.75% Sr. Unsec. Unsub
Nts., 2/1/14 335,000 317,536
--------------------------------------------------------------------------------
Kinder Morgan, Inc., 6.50% Sr. Unsec
Nts., 9/1/12 300,000 318,245
--------------------------------------------------------------------------------
Kraft Foods, Inc., 5.25% Nts., 6/1/07 410,000 411,803
--------------------------------------------------------------------------------
Kroger Co. (The), 6.80% Sr. Unsec
Nts., 4/1/11 600,000 629,945
--------------------------------------------------------------------------------
Lear Corp., 8.11% Sr. Unsec. Nts.,
Series B, 5/15/09 495,000 461,027
--------------------------------------------------------------------------------
Lennar Corp., 5.95% Sr. Unsec. Nts.,
3/1/13 265,000 267,107

15 | TOTAL RETURN PORTFOLIO

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

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES Continued
--------------------------------------------------------------------------------
Liberty Media Corp., 5.70%
Sr. Unsec. Nts., 5/15/13 $ 285,000 $ 266,977
--------------------------------------------------------------------------------
Liberty Property Trust, 5.65%
Sr. Nts., 8/15/14 275,000 278,982
--------------------------------------------------------------------------------
Marsh &amp; McLennan Cos., Inc.,
5.875% Sr. Unsec. Bonds, 8/1/33 345,000 331,354
--------------------------------------------------------------------------------
May Department Stores Co., 7.90%
Unsec. Debs., 10/15/07 180,000 187,485
--------------------------------------------------------------------------------
MBNA Corp., 7.50% Sr. Nts., Series F,
3/15/12 410,000 462,375
--------------------------------------------------------------------------------
Merrill Lynch &amp; Co., Inc., 5%
Sr. Unsub. Nts., Series C, 2/3/14 555,000 548,990
--------------------------------------------------------------------------------
MetLife, Inc., 5.70% Sr. Unsec. Nts.,
6/15/35 275,000 277,003
--------------------------------------------------------------------------------
MidAmerican Energy Holdings Co.,
5.875% Sr. Unsec. Nts., 10/1/12 460,000 475,545
--------------------------------------------------------------------------------
Morgan Stanley, 6.60% Nts., 4/1/12 260,000 279,824
--------------------------------------------------------------------------------
National City Bank, 6.20% Sub. Nts.,
12/15/11 40,000 42,377
--------------------------------------------------------------------------------
Nationwide Financial Services, Inc.:
5.90% Nts., 7/1/12 235,000 245,332
6.25% Sr. Unsec. Nts., 11/15/11 20,000 21,076
--------------------------------------------------------------------------------
NiSource Finance Corp.:
3.20% Nts., 11/1/06 45,000 44,358
7.875% Sr. Unsec. Nts., 11/15/10 475,000 526,822
--------------------------------------------------------------------------------
Pemex Project Funding Master
Trust, 5.75% Unsec. Unsub. Nts.,
Series 12, 12/15/15 3 435,000 433,369
--------------------------------------------------------------------------------
Petroleum Export Ltd. Cayman SPV,
4.623% Sr. Nts., Cl. A1, 6/15/10 3 829,000 821,649
--------------------------------------------------------------------------------
PF Export Receivables Master Trust,
3.748% Sr. Nts., Series B, 6/1/13 3 202,030 191,967
--------------------------------------------------------------------------------
Popular North America, Inc.,
5.20% Nts., 12/12/07 535,000 534,726
--------------------------------------------------------------------------------
Portland General Electric Co.,
8.125% First Mortgage Nts., 2/1/10 3 235,000 259,604
--------------------------------------------------------------------------------
Prudential Holdings LLC, 8.695%
Bonds, Series C, 12/18/23 3 510,000 648,003
--------------------------------------------------------------------------------
Prudential Insurance Co. of America,
8.30% Nts., 7/1/25 500,000 648,907
--------------------------------------------------------------------------------
PSE&amp;G Energy Holdings LLC, 7.75%
Unsec. Nts., 4/16/07 315,000 327,600
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
NON-CONVERTIBLE CORPORATE BONDS AND NOTES continued
--------------------------------------------------------------------------------
PSE&amp;G Power LLC, 6.875% Sr. Unsec
Nts., 4/15/06 $ 135,000 $ 135,709
--------------------------------------------------------------------------------
PSEG Funding Trust I, 5.381% Nts.,
11/16/07 380,000 380,747
--------------------------------------------------------------------------------
Safeway, Inc., 7.50% Sr. Unsec. Nts.,
9/15/09 370,000 395,505
--------------------------------------------------------------------------------
SBC Communications, Inc., 5.30%
Nts., 11/15/10 395,000 396,617
--------------------------------------------------------------------------------
Sempra Energy, 7.95% Sr. Unsec
Unsub. Nts., 3/1/10 385,000 423,288
--------------------------------------------------------------------------------
Simon Property Group LP, 5.375%
Nts., 6/1/11 3 395,000 396,385
--------------------------------------------------------------------------------
Socgen Real Estate LLC,
7.64% Bonds 2,3,10 20,000 20,817
--------------------------------------------------------------------------------
Sprint Capital Corp., 8.75% Nts.,
3/15/32 340,000 452,574
--------------------------------------------------------------------------------
Starwood Hotels &amp; Resorts
Worldwide, Inc., 7.375% Nts., 5/1/07 370,000 379,250
--------------------------------------------------------------------------------
TCI Communications, Inc., 9.80%
Sr. Unsec. Debs., 2/1/12 515,000 622,027
--------------------------------------------------------------------------------
Time Warner Entertainment Co. LP:
8.375% Sr. Nts., 7/15/33 195,000 231,030
10.15% Sr. Nts., 5/1/12 185,000 225,515
--------------------------------------------------------------------------------
Travelers Property Casualty Corp.,
3.75% Sr. Unsec. Nts., 3/15/08 405,000 395,206
--------------------------------------------------------------------------------
TXU Energy Co., 6.125% Nts., 3/15/08 335,000 340,679
--------------------------------------------------------------------------------
Tyco International Group SA:
6.125% Unsec. Unsub. Nts., 11/1/08 445,000 454,537
6.125% Unsec. Unsub. Nts., 1/15/09 60,000 61,365
6.375% Sr. Unsec. Unsub. Nts., 2/15/06 340,000 340,565
--------------------------------------------------------------------------------
Univision Communications, Inc.,
3.50% Sr. Unsec. Nts., 10/15/07 425,000 412,455
--------------------------------------------------------------------------------
Verizon Global Funding Corp.:
5.85% Nts., 9/15/35 270,000 261,087
7.25% Sr. Unsec. Unsub. Nts., 12/1/10 240,000 260,701
--------------------------------------------------------------------------------
Vornado Realty LP, 5.625% Sr. Unsec
Unsub. Nts., 6/15/07 520,000 523,817
--------------------------------------------------------------------------------
Yum! Brands, Inc., 8.50% Sr. Unsec
Nts., 4/15/06 580,000 585,701
------------

Total Non-Convertible Corporate
Bonds and Notes (Cost $35,626,519) 35,620,811

16 | TOTAL RETURN PORTFOLIO

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--0.3%
--------------------------------------------------------------------------------
Undivided interest of 0.05% in joint repurchase agreement (Principal
Amount/Value $1,414,200,000, with a maturity value of $1,414,844,247) with UBS
Warburg LLC, 4.10%, dated 12/30/05, to be repurchased at $642,292 on 1/3/06,
collateralized by Federal Home Loan Mortgage Corp., 5%, 1/1/35, with a value of
$157,513,104 and Federal National Mortgage Assn., 5%--5.50%, 3/1/34--10/1/35,
with a value of
$1,301,420,187 (Cost $642,000) $ 642,000 $ 642,000
--------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $284,347,300) 113.4% 295,554,353
--------------------------------------------------------------------------------
LIABILITIES IN EXCESS
OF OTHER ASSETS (13.4) (34,820,386)
-------------------------------
NET ASSETS 100.0% $ 260,733,967
===============================

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

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

3. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Directors. These securities amount to $3,741,129 or 1.43% of the Portfolio's net
assets as of December 31, 2005.

4. Illiquid security. The aggregate value of illiquid securities as of December
31, 2005 was $1,212,838, which represents 0.47% of the Portfolio's net assets.
See Note 7 of Notes to Financial Statements.

5. When-issued security or forward commitment to be delivered and settled after
December 31, 2005. See Note 1 of Notes to Financial Statements.

6. Interest-Only Strips represent the right to receive the monthly interest
payments on an underlying pool of mortgage loans. These securities typically
decline in price as interest rates decline. Most other fixed income securities
increase in price when interest rates decline. The principal amount of the
underlying pool represents the notional amount on which current interest is
calculated. The price of these securities is typically more sensitive to changes
in prepayment rates than traditional mortgage-backed securities (for example,
GNMA pass-throughs). Interest rates disclosed represent current yields based
upon the current cost basis and estimated timing and amount of future cash
flows. These securities amount to $3,668,867 or 1.41% of the Portfolio's net
assets as of December 31, 2005.

7. 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 $201,461 or 0.08% of the Portfolio's net assets as of
December 31, 2005.

8. Zero coupon bond reflects effective yield on the date of purchase.

9. All or a portion of the security is held in collateralized accounts to cover
initial margin requirements on open futures sales contracts. The aggregate
market value of such securities is $245,631. See Note 5 of Notes to Financial
Statements.

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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

17 | TOTAL RETURN PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES December 31, 2005
--------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
ASSETS
----------------------------------------------------------------------------------------------------------------------
Investments, at value (cost $284,347,300)--see accompanying statement of investments $ 295,554,353
----------------------------------------------------------------------------------------------------------------------
Cash 50,281
----------------------------------------------------------------------------------------------------------------------
Unrealized appreciation on swap contracts 6,045
----------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold (including $3,401,852 sold on a when-issued basis or forward commitment) 8,520,000
Interest, dividends and principal paydowns 1,099,777
Futures margins 3,348
Shares of capital stock sold 2,902
Other 8,268
--------------
Total assets 305,244,974

----------------------------------------------------------------------------------------------------------------------
LIABILITIES
----------------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased (including $39,100,388 purchased on a when-issued basis or forward commitment) 44,142,054
Shares of capital stock redeemed 282,484
Directors' compensation 10,328
Shareholder communications 6,654
Transfer and shareholder servicing agent fees 860
Other 68,627
--------------
Total liabilities 44,511,007

----------------------------------------------------------------------------------------------------------------------
NET ASSETS $ 260,733,967
==============
----------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
----------------------------------------------------------------------------------------------------------------------
Par value of shares of capital stock $ 190,579
----------------------------------------------------------------------------------------------------------------------
Additional paid-in capital 361,571,623
----------------------------------------------------------------------------------------------------------------------
Accumulated net investment income 6,758,267
----------------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments and foreign currency transactions (119,104,081)
----------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments 11,317,579
--------------
NET ASSETS--applicable to 190,579,182 shares of capital stock outstanding $ 260,733,967
==============

----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE $ 1.37

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

18 | TOTAL RETURN PORTFOLIO

STATEMENT OF OPERATIONS For the Year Ended December 31, 2005
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
INVESTMENT INCOME
--------------------------------------------------------------------------------
Interest $ 4,828,674
--------------------------------------------------------------------------------
Dividends 3,563,894
-------------
Total investment income 8,392,568

--------------------------------------------------------------------------------
EXPENSES
--------------------------------------------------------------------------------
Management fees 1,734,830
--------------------------------------------------------------------------------
Custodian fees and expenses 71,781
--------------------------------------------------------------------------------
Accounting service fees 15,000
--------------------------------------------------------------------------------
Shareholder communications 10,202
--------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees 10,027
--------------------------------------------------------------------------------
Directors' compensation 8,488
--------------------------------------------------------------------------------
Administration service fees 1,500
--------------------------------------------------------------------------------
Other 49,543
-------------
Total expenses 1,901,371
Less reduction to custodian expenses (1,614)
-------------
Net expenses 1,899,757

--------------------------------------------------------------------------------
NET INVESTMENT INCOME 6,492,811

--------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
--------------------------------------------------------------------------------
Net realized gain (loss) on:
Investments 11,481,518
Closing and expiration of futures contracts 902,366
Foreign currency transactions (204)
Swap contracts (55,454)
-------------
Net realized gain 12,328,226
--------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments (6,874,146)
Futures contracts (48,703)
Swap contracts (11,232)
-------------
Net change in unrealized appreciation (6,934,081)

--------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 11,886,956
=============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

19 | TOTAL RETURN PORTFOLIO

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2005 2004
------------------------------------------------------------------------------------------------------------

OPERATIONS
------------------------------------------------------------------------------------------------------------
Net investment income $ 6,492,811 $ 6,218,144
------------------------------------------------------------------------------------------------------------
Net realized gain 12,328,226 17,929,375
------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (6,934,081) 3,563,783
--------------------------------
Net increase in net assets resulting from operations 11,886,956 27,711,302

------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
------------------------------------------------------------------------------------------------------------
Dividends from net investment income (7,041,519) (6,755,713)

------------------------------------------------------------------------------------------------------------
CAPITAL STOCK TRANSACTIONS
------------------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from capital stock transactions (47,000,208) (45,988,217)

------------------------------------------------------------------------------------------------------------
NET ASSETS
------------------------------------------------------------------------------------------------------------
Total decrease (42,154,771) (25,032,628)
------------------------------------------------------------------------------------------------------------
Beginning of period 302,888,738 327,921,366
--------------------------------
End of period (including accumulated net investment income of $6,758,267
and $6,831,311, respectively) $ 260,733,967 $ 302,888,738
================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

20 | TOTAL RETURN PORTFOLIO

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

YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001
------------------------------------------------------------------------------------------------------------------------------

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. The portfolio turnover rate excludes purchases and sales of To Be Announced
(TBA) mortgage-related securities as follows:

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

21 | TOTAL RETURN PORTFOLIO

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES

Total Return Portfolio (the Portfolio) is a series of Panorama Series Fund,
Inc., 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 Manager.

The following is a summary of significant accounting policies consistently
followed by the Portfolio.

--------------------------------------------------------------------------------
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,
2005, the Portfolio had purchased $39,100,388 of securities issued on a
when-issued basis or forward commitment and sold $3,401,852 of securities issued
on a when-issued basis or forward commitment.

22 | TOTAL RETURN PORTFOLIO

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.

23 | TOTAL RETURN PORTFOLIO

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES continued

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 1,2,3,4,5 TAX PURPOSES
---------------------------------------------------------------------------------

$6,772,019 $-- $118,973,832 $11,181,700

1. As of December 31, 2005, the Portfolio had $118,972,669 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, 2005,
details of the capital loss carryforwards were as follows:

EXPIRING
------------------------------
2009 $ 48,948,778
2010 70,023,891
------------
Total $118,972,669
============

2. The Portfolio had $204 of post-October foreign currency losses which were
deferred.

3. The Portfolio had $959 of straddle losses which were deferred.

4. During the fiscal year ended December 31, 2005, the Portfolio utilized
$11,808,822 of capital loss carryforward to offset capital gains realized in
that fiscal year.

5. 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.

INCREASE TO INCREASE TO
ACCUMULATED ACCUMULATED NET
NET INVESTMENT REALIZED LOSS
INCOME ON INVESTMENTS
------------------------------------
$475,664 $475,664

The tax character of distributions paid during the years ended December 31, 2005
and December 31, 2004 was as follows:

YEAR ENDED YEAR ENDED
DECEMBER 31, 2005 DECEMBER 31, 2004
--------------------------------------------------------------------------

Distributions paid from:
Ordinary income $7,041,519 $6,755,713

24 | TOTAL RETURN PORTFOLIO

Federal tax cost of securities $ 284,363,195
Federal tax cost of other investments (32,518,146)
--------------
Total federal tax cost $ 251,845,049
==============

Gross unrealized appreciation $ 16,132,675
Gross unrealized depreciation (4,950,975)
--------------
Net unrealized appreciation $ 11,181,700
==============

25 | TOTAL RETURN PORTFOLIO

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
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, 2005 YEAR ENDED DECEMBER 31, 2004
SHARES AMOUNT SHARES AMOUNT
-----------------------------------------------------------------------------------------------------------

Sold 1,145,155 $ 1,511,828 1,689,841 $ 2,138,861
Dividends and/or distributions reinvested 5,416,553 7,041,519 5,404,571 6,755,713
Redeemed (41,964,727) (55,553,555) (43,457,996) (54,882,791)
--------------------------------------------------------------
Net decrease (35,403,019) $(47,000,208) (36,363,584) $(45,988,217)
==============================================================

--------------------------------------------------------------------------------
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, 2005, were as
follows:

PURCHASES SALES
---------------------------------------------------------------
Investment securities $398,500,033 $422,082,960
U.S. government and
government agency
obligations 7,390,872 13,699,021
To Be Announced (TBA)
mortgage-related securities 557,799,525 563,615,189

--------------------------------------------------------------------------------
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.

--------------------------------------------------------------------------------
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, 2005, the
Portfolio paid $10,000 to OFS for services to the Portfolio. 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.

26 | TOTAL RETURN PORTFOLIO

--------------------------------------------------------------------------------
5. FUTURES CONTRACTS

As of December 31, 2005, the Portfolio had outstanding futures contracts as
follows:

CONTRACTS TO PURCHASE
U.S. Long Bonds 3/22/06 86 $ 9,820,125 $178,186
---------
CONTRACTS TO SELL
Euro-Bundesobligation, 10 yr 3/8/06 9 1,298,211 (9,877)
U.S. Treasury Nts., 2 yr 3/31/06 146 29,957,375 (2,104)
U.S. Treasury Nts., 5 yr 3/22/06 20 2,126,875 (4,556)
U.S. Treasury Nts., 10 yr 3/22/06 82 8,971,313 (57,168)
---------
(73,705)
---------
$104,481
=========

--------------------------------------------------------------------------------
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 unrealized gain (loss) related to the valuation of
such contracts as well as the amount due to (owed by) the Portfolio at
termination or settlement is combined and separately disclosed as an asset
(liability) on the Statement of Assets and Liabilities. The Portfolio also
records any periodic payments received from (paid to) the counterparty under
such contracts as realized gain (loss) on the Statement of Operations. Total
return swaps are subject to risks (if the counterparty fails to meet its
obligations).

27 | TOTAL RETURN PORTFOLIO

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
6. TOTAL RETURN SWAP CONTRACTS Continued

As of December 31, 2005, the Portfolio had entered into the following total
return swap agreements:

SWAP NOTIONAL TERMINATION UNREALIZED
COUNTERPARTY SWAP DESCRIPTION AMOUNT DATE APPRECIATION
----------------------------------------------------------------------------------------------------------------------------------

Received or paid monthly. If the sum of the Lehman
Brothers CMBS Index Payer Payment Amount and the Floating
Rate Payer Payment Amount is positive, the Counterparty
will pay such amount to the Funds. If the
Goldman Sachs sums are negative, then the Fund shall pay the absolute
Group, Inc. (The) value of such amount to the Counterparty $2,140,000 6/1/06 $6,045

Abbreviations are as follows:

CMBS Commercial Mortgage Backed Securities

--------------------------------------------------------------------------------
7. ILLIQUID SECURITIES

--------------------------------------------------------------------------------
8. LITIGATION

28 | TOTAL RETURN PORTFOLIO

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, 2005, 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 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.
The Fund is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our 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, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of December 31, 2005, by correspondence with the
custodian and brokers; where replies were not received from brokers, we
performed other auditing procedures. 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, 2005, 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 periods presented, in conformity with accounting
principles generally accepted in the United States of America.

/s/ DELOITTE &amp; TOUCHE LLP
-------------------------
DELOITTE &amp; TOUCHE LLP

Denver, Colorado
February 13, 2006

22 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

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

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL BANKS--10.5%
Anglo Irish Bank Corp. 308,360 $ 4,680,142
--------------------------------------------------------------------------------
Commerzbank AG 40,687 1,262,994
--------------------------------------------------------------------------------
ICICI Bank Ltd., Sponsored ADR 88,625 2,552,400
--------------------------------------------------------------------------------
Joyo Bank Ltd. (The) 288,000 1,727,326
--------------------------------------------------------------------------------
Mitsubishi UFJ Financial Group, Inc. 341 4,658,703
--------------------------------------------------------------------------------
National Australia Bank Ltd. 24,602 586,591
--------------------------------------------------------------------------------
Royal Bank of Scotland Group
plc (The) 117,017 3,533,280
--------------------------------------------------------------------------------
Societe Generale, Cl. A 17,490 2,151,386
--------------------------------------------------------------------------------
UniCredito Italiano SpA 4 179,100 1,234,046
--------------------------------------------------------------------------------
UniCredito Italiano SpA 4 97,050 666,402
-----------
23,053,270

--------------------------------------------------------------------------------
CONSUMER FINANCE--0.5%
Mediobanca SpA 59,800 1,141,954
--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--1.8%
Collins Stewart Tullett plc 326,955 3,347,009
--------------------------------------------------------------------------------
MLP AG 24,157 502,776
-----------
3,849,785

--------------------------------------------------------------------------------
INSURANCE--1.6%
Allianz AG 11,658 1,765,945
--------------------------------------------------------------------------------
AMP Ltd. 293,390 1,648,973
-----------
3,414,918

--------------------------------------------------------------------------------
REAL ESTATE--2.3%
Solidere, GDR 1 25,380 431,460
--------------------------------------------------------------------------------
Solidere, GDR 1,2 100,420 1,707,140
--------------------------------------------------------------------------------
Sumitomo Realty &amp;
Development Co. Ltd. 131,000 2,877,386
-----------
5,015,986

--------------------------------------------------------------------------------
THRIFTS &amp; MORTGAGE FINANCE--0.6%
Housing Development
Finance Corp. Ltd. 46,600 1,250,054
--------------------------------------------------------------------------------
HEALTH CARE--12.0%
--------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT &amp; SUPPLIES--4.4%
Art Advanced Research
Technologies, Inc. 1 42,800 23,564
--------------------------------------------------------------------------------
Essilor International SA 20,530 1,657,625
--------------------------------------------------------------------------------
Ortivus AB, Cl. B 1 128,500 645,371
--------------------------------------------------------------------------------
Safilo SpA 1 255,200 1,462,308
--------------------------------------------------------------------------------
Synthes, Inc. 9,805 1,101,342
--------------------------------------------------------------------------------
Terumo Corp. 50,800 1,510,337
--------------------------------------------------------------------------------
William Demant Holding AS 1 58,700 3,246,104
-----------
9,646,651

--------------------------------------------------------------------------------
HEALTH CARE PROVIDERS &amp; SERVICES--0.4%
Nicox SA 1 237,210 991,335

VALUE
SHARES SEE NOTE 1
--------------------------------------------------------------------------------
PHARMACEUTICALS--7.2%
Astellas Pharma, Inc. 19,300 $ 748,797
--------------------------------------------------------------------------------
AstraZeneca plc 7,280 354,337
--------------------------------------------------------------------------------
GlaxoSmithKline plc 24,646 622,903
--------------------------------------------------------------------------------
H. Lundbeck AS 17,900 370,668
--------------------------------------------------------------------------------
Marshall Edwards, Inc. 1,3 210,000 1,372,950
--------------------------------------------------------------------------------
NeuroSearch AS 1 40,900 1,113,036
--------------------------------------------------------------------------------
Novogen Ltd. 1 1,089,513 3,977,637
--------------------------------------------------------------------------------
Roche Holdings AG 9,223 1,384,801
--------------------------------------------------------------------------------
Sanofi-Aventis SA 26,185 2,294,020
--------------------------------------------------------------------------------
Schering AG 6,467 432,961
--------------------------------------------------------------------------------
Shionogi &amp; Co. Ltd. 36,000 507,025
--------------------------------------------------------------------------------
SkyePharma plc 1 709,442 607,242
--------------------------------------------------------------------------------
Takeda Pharmaceutical Co. Ltd. 27,100 1,466,045
--------------------------------------------------------------------------------
Teva Pharmaceutical Industries Ltd.,
Sponsored ADR 12,200 524,722
-----------
15,777,144

--------------------------------------------------------------------------------
INDUSTRIALS--13.3%
--------------------------------------------------------------------------------
AEROSPACE &amp; DEFENSE--1.8%
Empresa Brasileira de Aeronautica SA,
Preference 400,126 3,927,166
--------------------------------------------------------------------------------
AIRLINES--1.0%
easyJet plc 1 326,316 2,122,180
--------------------------------------------------------------------------------
COMMERCIAL SERVICES &amp; SUPPLIES--2.7%
BTG plc 1 387,444 1,453,173
--------------------------------------------------------------------------------
Capita Group plc 388,510 2,785,671
--------------------------------------------------------------------------------
Prosegur Compania de Seguridad SA 50,600 1,157,366
--------------------------------------------------------------------------------
Randstad Holding NV 13,300 577,713
-----------
5,973,923

--------------------------------------------------------------------------------
CONSTRUCTION &amp; ENGINEERING--1.2%
Koninklijke Boskalis Westminster NV 12,597 838,885
--------------------------------------------------------------------------------
Leighton Holdings Ltd. 69,391 909,566
--------------------------------------------------------------------------------
Vinci SA 11,690 1,005,456
-----------
2,753,907

--------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--2.8%
ABB Ltd. 1 477,357 4,631,712
--------------------------------------------------------------------------------
Ushio, Inc. 67,000 1,576,466
-----------
6,208,178

--------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--2.5%
Aalberts Industries NV 63,878 3,391,772
--------------------------------------------------------------------------------
Siemens AG 23,333 1,999,135
-----------
5,390,907

--------------------------------------------------------------------------------
MACHINERY--0.6%
Hyundai Heavy Industries Co. Ltd. 16,713 1,267,369

8 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

VALUE
SHARES SEE NOTE 1
------------------------------------------------------------------------------------

TRADING COMPANIES &amp; DISTRIBUTORS--0.7%
Bunzl plc 134,560 $ 1,477,028
------------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--16.9%
------------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--2.5%
Nokia Oyj 59,400 1,086,495
------------------------------------------------------------------------------------
Telefonaktiebolaget LM Ericsson,
B Shares 1,314,900 4,518,443
--------------
5,604,938

------------------------------------------------------------------------------------
COMPUTERS &amp; PERIPHERALS--1.6%
Benq Corp. 1,817,000 1,750,005
------------------------------------------------------------------------------------
Logitech International SA 1 35,679 1,671,250
-------------
3,421,255

------------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT &amp; INSTRUMENTS--6.3%
Electrocomponents plc 31,430 151,951
------------------------------------------------------------------------------------
Hoya Corp. 53,900 1,948,954
------------------------------------------------------------------------------------
Keyence Corp. 6,900 1,980,980
------------------------------------------------------------------------------------
NEOMAX Co. Ltd. 63,307 2,066,128
------------------------------------------------------------------------------------
Nidec Corp. 30,300 2,607,031
------------------------------------------------------------------------------------
Nippon Electric Glass Co. Ltd. 121,000 2,670,739
------------------------------------------------------------------------------------
Omron Corp. 39,686 919,310
------------------------------------------------------------------------------------
Tandberg ASA 238,100 1,451,733
--------------
13,796,826

------------------------------------------------------------------------------------
INTERNET SOFTWARE &amp; SERVICES--0.4%
Yahoo Japan Corp. 634 962,276
------------------------------------------------------------------------------------
IT SERVICES--1.4%
Infosys Technologies Ltd. 37,822 2,519,015
------------------------------------------------------------------------------------
United Internet AG 16,047 615,914
--------------
3,134,929

------------------------------------------------------------------------------------
OFFICE ELECTRONICS--1.2%
Canon, Inc. 43,500 2,557,919
------------------------------------------------------------------------------------
SEMICONDUCTORS &amp; SEMICONDUCTOR EQUIPMENT--1.1%
ASM International NV 1 72,600 1,221,132
------------------------------------------------------------------------------------
Samsung Electronics Co. 1,773 1,142,091
--------------
2,363,223

------------------------------------------------------------------------------------
SOFTWARE--2.4%
Autonomy Corp. plc 1 229,536 1,545,102
------------------------------------------------------------------------------------
Business Objects SA 1 20,270 820,476
------------------------------------------------------------------------------------
Enix Corp. 28,900 813,776
------------------------------------------------------------------------------------
Nintendo Co. Ltd. 13,000 1,580,202
------------------------------------------------------------------------------------
UbiSoft Entertainment SA 1 9,915 471,411
--------------
5,230,967

VALUE
SHARES SEE NOTE 1
------------------------------------------------------------------------------------
MATERIALS--5.5%
------------------------------------------------------------------------------------

CHEMICALS--2.0%
Filtrona plc 178,875 $ 877,095
------------------------------------------------------------------------------------
Nufarm Ltd. 122,383 1,038,946
------------------------------------------------------------------------------------
Sika AG 1 1,679 1,392,725
------------------------------------------------------------------------------------
Syngenta AG 1 8,780 1,092,447
--------------
4,401,213

------------------------------------------------------------------------------------
METALS &amp; MINING--3.5%
Companhia Vale do Rio Doce,
Sponsored ADR 72,700 2,635,375
------------------------------------------------------------------------------------
Impala Platinum Holdings Ltd. 20,500 3,019,518
------------------------------------------------------------------------------------
Rio Tinto plc 45,540 2,080,221
--------------
7,735,114

------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--2.7%
------------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--2.7%
KDDI Corp. 392 2,260,224
------------------------------------------------------------------------------------
SK Telecom Co. Ltd., ADR 22,230 451,047
------------------------------------------------------------------------------------
Vodafone Group plc 1,458,471 3,149,151
--------------
5,860,422

------------------------------------------------------------------------------------
UTILITIES--0.6%
------------------------------------------------------------------------------------
ELECTRIC UTILITIES--0.6%
Fortum Oyj 69,400 1,301,450
--------------
Total Common Stocks (Cost $171,213,158) 217,029,592

------------------------------------------------------------------------------------
PREFERRED STOCKS--0.1%
------------------------------------------------------------------------------------
Art Advanced Research Technologies, Inc.,
Preference1 (Cost $337,687) 360,333 198,385

PRINCIPAL
AMOUNT
------------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--1.9%
------------------------------------------------------------------------------------

Undivided interest of 0.29% in joint repurchase
agreement (Principal Amount/Value $1,414,200,000,
with a maturity value of $1,414,844,247) with
UBS Warburg LLC, 4.10%, dated 12/30/05, to be
repurchased at $4,120,876 on 1/3/06, collateralized
by Federal Home Loan Mortgage Corp., 5%, 1/1/35,
with a value of $157,513,104 and Federal National
Mortgage Assn., 5%--5.50%, 3/1/34--10/1/35,
with a value of $1,301,420,187
(Cost $4,119,000) $ 4,119,000 4,119,000

------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $175,669,845) 101.0% 221,346,977
------------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (1.0) (2,198,318)
--------------------------------
NET ASSETS 100.0% $ 219,148,659
================================

9 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

STATEMENT OF INVESTMENTS December 31, 2005
--------------------------------------------------------------------------------

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 $1,707,140 or 0.78% of the Fund's net
assets as of December 31, 2005.

3. Illiquid or restricted security. The aggregate value of illiquid or
restricted securities as of December 31, 2005 was $1,372,950, which represents
0.63% of the Fund's net assets, all of which is considered restricted. See Note
6 of Notes to Financial Statements.

4. The Fund holds securities which have been issued by the same entity and that
trade on separate exchanges.

--------------------------------------------------------------------------------
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 $ 42,096,974 19.0%
United Kingdom 35,278,641 15.9
France 24,476,986 11.1
Switzerland 17,617,634 8.0
Germany 13,892,140 6.3
Australia 11,444,609 5.2
The Netherlands 8,585,481 3.9
Italy 8,238,291 3.7
Sweden 8,174,954 3.7
India 7,335,504 3.3
Brazil 6,562,541 3.0
United States 5,669,630 2.6
Korea, Republic of South 5,274,244 2.4
Denmark 4,729,808 2.1
Ireland 4,680,142 2.1
South Africa 3,019,518 1.4
Spain 3,002,111 1.3
Finland 2,702,464 1.2
Lebanon 2,138,600 1.0
Mexico 1,972,250 0.9
Taiwan 1,750,005 0.8
Norway 1,451,733 0.6
Israel 524,722 0.2
Bermuda 506,046 0.2
Canada 221,949 0.1
------------------------------
Total $221,346,977 100.0%
==============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

10 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

STATEMENT OF ASSETS AND LIABILITIES December 31, 2005
--------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
ASSETS
-------------------------------------------------------------------------------------------------------

Investments, at value (cost $175,669,845)--see accompanying statement of investments $ 221,346,977
-------------------------------------------------------------------------------------------------------
Cash 20,347
-------------------------------------------------------------------------------------------------------
Cash--foreign currencies (cost $49,509) 50,039
-------------------------------------------------------------------------------------------------------
Unrealized appreciation on foreign currency contracts 4,847
-------------------------------------------------------------------------------------------------------
Receivables and other assets:
Shares of capital stock sold 276,949
Interest and dividends 171,719
Other 5,663
--------------
Total assets 221,876,541

-------------------------------------------------------------------------------------------------------
LIABILITIES
-------------------------------------------------------------------------------------------------------
Unrealized depreciation on foreign currency contracts 5,695
-------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 2,206,856
Shares of capital stock redeemed 444,548
Distribution and service plan fees 9,309
Shareholder communications 8,957
Directors' compensation 7,116
Foreign capital gains tax 4,670
Transfer and shareholder servicing agent fees 1,730
Other 39,001
--------------
Total liabilities 2,727,882

-------------------------------------------------------------------------------------------------------
NET ASSETS $ 219,148,659
==============

-------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
-------------------------------------------------------------------------------------------------------
Par value of shares of capital stock $ 148,227
-------------------------------------------------------------------------------------------------------
Additional paid-in capital 215,268,576
-------------------------------------------------------------------------------------------------------
Accumulated net investment loss (230,394)
-------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments and foreign currency transactions (41,700,941)
-------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation of assets and liabilities
denominated in foreign currencies 45,663,191
--------------
NET ASSETS $ 219,148,659
==============

-------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
-------------------------------------------------------------------------------------------------------
Non-Service Shares:
Net asset value, redemption price per share and offering price per share (based
on net assets of $203,172,164 and 137,761,244 shares of capital stock
outstanding) $1.47
-------------------------------------------------------------------------------------------------------
Service Shares:
Net asset value, redemption price per share and offering price per share (based on net
assets of $15,976,495 and 10,465,831 shares of capital stock outstanding) $1.53

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

11 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

STATEMENT OF OPERATIONS For the Year Ended December 31, 2005
--------------------------------------------------------------------------------

---------------------------------------------------------------------------------------
INVESTMENT INCOME
---------------------------------------------------------------------------------------

Dividends (net of foreign withholding taxes of $247,926) $ 2,287,044
---------------------------------------------------------------------------------------
Interest 118,416
-------------
Total investment income 2,405,460

---------------------------------------------------------------------------------------
EXPENSES
---------------------------------------------------------------------------------------
Management fees 1,284,540
---------------------------------------------------------------------------------------
Distribution and service plan fees--Service shares 33,995
---------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Non-Service shares 10,142
Service shares 10,040
---------------------------------------------------------------------------------------
Shareholder communications:
Non-Service shares 13,316
Service shares 1,539
---------------------------------------------------------------------------------------
Custodian fees and expenses 35,295
---------------------------------------------------------------------------------------
Directors' compensation 6,680
---------------------------------------------------------------------------------------
Administration service fees 1,500
---------------------------------------------------------------------------------------
Other 46,369
-------------
Total expenses 1,443,416
Less reduction to custodian expenses (2,494)
-------------
Net expenses 1,440,922

---------------------------------------------------------------------------------------
NET INVESTMENT INCOME 964,538

---------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
---------------------------------------------------------------------------------------
Net realized gain on:
Investments 5,681,392
Foreign currency transactions 1,200,918
-------------
Net realized gain 6,882,310
---------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments (net of foreign capital gains tax of $4,670) 23,206,869 Translation
of assets and liabilities denominated in foreign currencies (12,117,597)
-------------
Net change in unrealized appreciation 11,089,272

---------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 18,936,120
=============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

12 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2005 2004
----------------------------------------------------------------------------------------------------------------------------------

OPERATIONS
----------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 964,538 $ 647,858
----------------------------------------------------------------------------------------------------------------------------------
Net realized gain 6,882,310 2,016,305
----------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation 11,089,272 15,430,245
-------------------------------
Net increase in net assets resulting from operations 18,936,120 18,094,408

----------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
----------------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income:
Non-Service shares (967,917) (1,405,673)
Service shares (95,115) (111,488)

----------------------------------------------------------------------------------------------------------------------------------
CAPITAL STOCK TRANSACTIONS
----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from capital stock transactions:
Non-Service shares 76,409,425 3,594,655
Service shares 1,504,759 5,579,673

----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS
----------------------------------------------------------------------------------------------------------------------------------
Total increase 95,787,272 25,751,575
----------------------------------------------------------------------------------------------------------------------------------
Beginning of period 123,361,387 97,609,812
-------------------------------
End of period (including accumulated net investment loss of $230,394 and $699,203, respectively) $ 219,148,659 $ 123,361,387
===============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

13 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

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

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.

14 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

SERVICE SHARES YEAR ENDED DECEMBER 31, 2005 2004 2003 2002 2001 1
---------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.34 $ 1.16 $ 0.81 $ 1.08 $ 1.22
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .01 2 -- 2,3 .01 .01 -- 3
Net realized and unrealized gain (loss) .19 .20 .35 (.27) (.14)
--------------------------------------------------------------------------
Total from investment operations .20 .20 .36 (.26) (.14)
---------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.01) (.02) (.01) (.01) --
Distributions from net realized gain -- -- -- -- --
--------------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.01) (.02) (.01) (.01) --
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.53 $ 1.34 $ 1.16 $ 0.81 $ 1.08
==========================================================================

---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4 14.95% 17.15% 45.53% (24.51)% (11.48)%
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 15,977 $ 12,682 $ 5,583 $ 910 $ 103
---------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 13,609 $ 9,071 $ 2,205 $ 603 $ 36
---------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income (loss) 0.50% 0.37% 0.03% (0.03)% 0.28%
Total expenses 1.40% 1.34% 1.36% 1.41% 1.20%
Expenses after payments and waivers
and reduction to custodian expenses 1.40% 1.34% 1.36% 1.34% 1.20%
---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 28% 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.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

15 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES

Oppenheimer International Growth Fund/VA (the Fund) is a series of Panorama
Series Fund, Inc., 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 Manager.

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 may be
valued primarily using dealer-supplied valuations or a portfolio pricing service
authorized by the Board of Directors. Securities listed or traded on National
Stock Exchanges or other domestic 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. Securities traded on foreign
exchanges are valued based on the last sale price on the principal exchange on
which the security is traded, in the country that is identified by the portfolio
pricing service, prior to the time when the Fund's assets are valued. In the
absence of a sale, the security is valued at the official closing price on the
principal exchange. Corporate, government and municipal debt instruments having
a remaining maturity in excess of sixty days and all mortgage-backed securities
will be valued at the mean between the "bid" and "asked" prices. Futures
contracts traded on a commodities or futures exchange will be valued at the
final settlement price or official closing price on the principal exchange as
reported by such principal exchange at its trading session ending at, or most
recently prior to, the time when the Fund's assets are valued. Securities
(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. The values of securities denominated in foreign currencies and
amounts related to the purchase and sale of foreign securities and foreign
investment income are translated into U.S. dollars as of the close of The New
York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day
the Exchange is open for business. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Directors.

16 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

ing 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.

--------------------------------------------------------------------------------
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.

1. As of December 31, 2005, the Fund had $40,893,151 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, 2005,
details of the capital loss carryforwards were as follows:

EXPIRING
------------------------------
2009 $ 8,578,529
2010 12,564,594
2011 19,750,028
-----------
Total $40,893,151
===========

2. The Fund had $16,156 of post-October foreign currency losses which were
deferred.

3. During the fiscal year ended December 31, 2005, the Fund utilized $6,302,052
of capital loss carryforward to offset capital gains realized in that fiscal
year.

4. 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.

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, 2005. Net assets of
the Fund were unaffected by the reclassifications.

17 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

REDUCTION TO INCREASE TO
ACCUMULATED ACCUMULATED NET
NET INVESTMENT REALIZED LOSS
LOSS ON INVESTMENTS
---------------------------------------------
$567,303 $567,303

The tax character of distributions paid during the years ended December 31, 2005
and December 31, 2004 was as follows:

YEAR ENDED YEAR ENDED
DECEMBER 31, 2005 DECEMBER 31, 2004
------------------------------------------------------------------
Distributions paid from:
Ordinary income $1,063,032 $1,517,161

Federal tax cost of securities $178,197,161
Federal tax cost of other investments 2,257,119
------------
Total federal tax cost $180,454,280
============

Gross unrealized appreciation $ 45,555,344
Gross unrealized depreciation (2,419,469)
------------
Net unrealized appreciation $ 43,135,875
============

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.

18 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

maintained by the Fund. 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.

--------------------------------------------------------------------------------
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, 2005 YEAR ENDED DECEMBER 31, 2004
SHARES AMOUNT SHARES AMOUNT
-------------------------------------------------------------------------------------------------------

NON-SERVICE SHARES
Sold 68,499,953 $ 97,923,797 15,850,324 $ 17,947,088
Dividends and/or distributions reinvested 733,270 967,917 1,277,885 1,405,673
Redeemed (16,905,603) (22,482,289) (13,971,244) (15,758,106)
-----------------------------------------------------------
Net increase 52,327,620 $ 76,409,425 3,156,965 $ 3,594,655
===========================================================

-------------------------------------------------------------------------------------------------------
SERVICE SHARES
Sold 4,283,454 $ 5,886,979 7,869,095 $ 9,330,160
Dividends and/or distributions reinvested 69,427 95,115 96,945 111,488
Redeemed (3,327,188) (4,477,335) (3,333,307) (3,861,975)
-----------------------------------------------------------
Net increase 1,025,693 $ 1,504,759 4,632,733 $ 5,579,673
===========================================================

--------------------------------------------------------------------------------
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, 2005, were as
follows:

PURCHASES SALES
----------------------------------------------------
Investment securities $115,918,323 $35,969,545

--------------------------------------------------------------------------------
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 SERVICE FEES. The Fund pays the Manager a fee of $1,500 per year
for preparing and filing the Fund's tax returns.

Additionally, funds offered in variable annuity separate accounts are
subject to minimum fees of $10,000 per class, for class level assets of $10
million or more. Each class is subject to the minimum fee in the event that the
per account fee does not equal or exceed the applicable minimum fee.

19 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

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, personal
service and account maintenance for the Fund's Service shares. Under the plan,
payments are made periodically 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.

--------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS 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, 2005, the Fund had outstanding foreign currency contracts as
follows:

CONTRACT VALUATION AS OF
EXPIRATION AMOUNT DECEMBER 31, UNREALIZED UNREALIZED
CONTRACT DESCRIPTION DATES (000S) 2005 APPRECIATION DEPRECIATION
-------------------------------------------------------------------------------------------------------------------------
CONTRACTS TO PURCHASE

Australian Dollar [AUD] 1/3/06 965AUD $ 707,223 $4,847 $ --
British Pound Sterling [GBP] 1/3/06 872GBP 1,499,539 -- 5,695
-----------------------
Total unrealized appreciation and depreciation $4,847 $5,695
=======================

--------------------------------------------------------------------------------
6. ILLIQUID OR RESTRICTED SECURITIES

As of December 31, 2005, investments in securities included issues that are
illiquid or restricted. Restricted securities are purchased in private placement
transactions, are not registered under the Securities Act of 1933, may have
contractual restrictions on resale, and are valued under methods approved by the
Board of Directors as reflecting fair value. A security may also be considered
illiquid if it lacks a readily available market or if its valuation has not
changed for a certain period of time. The Fund will not invest more than 15% of
its net assets (determined at the time of purchase and reviewed periodically) in
illiquid or restricted securities. Certain restricted securities, eligible for
resale to qualified institutional investors, are not subject to that limitation.
Securities that are illiquid or restricted are marked with the applicable
footnote on the Statement of Investments. Information concerning restricted
securities is as follows:

ACQUISITION VALUATION AS OF UNREALIZED
SECURITY DATE COST DECEMBER 31, 2005 DEPRECIATION
----------------------------------------------------------------------------------------

Marshall Edwards, Inc. 12/28/05 $1,496,007 $1,372,950 $123,057

20 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

--------------------------------------------------------------------------------
7. LITIGATION

A consolidated amended complaint has been filed as putative derivative and
class actions against the Manager, OFS and the Distributor, as well as 51 of the
Oppenheimer funds (as "Nominal Defendants") excluding the Fund, 30 present and
former Directors or Trustees and 8 present and former officers 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 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.

21 | OPPENHEIMER INTERNATIONAL GROWTH FUND/VA

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 International Growth Fund/Vas
mentally 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
Communications Equipment Multi-Utilities
Computers & Peripherals Office Electronics
Construction & Engineering Oil & Gas
Construction Materials Paper & Forest Products
Containers & Packaging Personal Products
Distributors Pharmaceuticals
Diversified Financial Services Real Estate
Diversified Telecommunication Road & Rail
Services
Electric Utilities Semiconductors and Semiconductor
Equipment
Electrical Equipment Software
Electronic Equipment & Instruments Specialty Retail
Energy Equipment & Services Textiles, Apparel & Luxury Goods
Food & Staples Retailing Thrifts & Mortgage Finance
Food Products Tobacco
Gas Utilities Trading Companies & Distributors
Health Care Equipment & Supplies Transportation Infrastructure
Health Care Providers & Services Water Utilities
Hotels Restaurants & Leisure Wireless Telecommunication Services
Household Durables

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Panorama Series Fund, Inc.
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Internet Website:
www.oppenheimerfunds.com

Investment Advisor
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New York, New York 10281-1008

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Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1.800.CALL OPP (225.5677)

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4 Chase Metro Tech Center
Brooklyn, New York, 11245

Independent Registered Public Accounting Firm
Deloitte &amp; Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

Counsel to the Portfolios
Myer, Swanson, Adams &amp; Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

Counsel to the Independent Directors
Bell, Boyd &amp; Lloyd LLC
70 West Madison Street, Suite 3100
Chicago, Illinois 60602

PX.PAN.001.0406