OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street
New York, New York 10281
January 18, 2008
VIA EDGAR
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, Virginia 22312
Re: Registration Statement on Form N-14 for Oppenheimer Variable Account Funds,
with respect to Oppenheimer Core Bond Fund/VA ("Core Bond Fund/VA");
Proxy Materials for Panorama Series Fund, Inc., with respect to
Government Securities Portfolio ("Panorama Fund")
To the Securities and Exchange Commission:
Enclosed for filing with the Securities and Exchange Commission
("Commission") under the Securities Act of 1933, as amended (the "1933 Act"), is
a Registration Statement on Form N-14 (the "Registration Statement") of
Oppenheimer Variable Account Funds. The Registration Statement will register
shares of the Registrant to be issued in the proposed reorganization
("Reorganization") of Panorama Fund with and into Core Bond Fund/VA. Core Bond
Fund/VA and Panorama Fund have the same investment adviser (OppenheimerFunds,
Inc.).
Each Fund's fiscal year end is December 31, 2007. To assure that Panorama
Fund shareholders have the most current information on which to consider the
Reorganization, the Registration Statement provides performance, expense and
other information as of the Funds' fiscal year ended December 31, 2007. The
Funds' financial statements for the fiscal year ended December 31, 2007 are
currently being audited and, consequently, are not available for inclusion with
the Registration Statement. We expect the Funds' audited financial statements to
be available on or about February 15, 2008, after which the Registration
Statement will be amended to (1) include the Funds' audited financial statements
in the statement of additional information relating to the Reorganization; (2)
file the auditors' consent as an exhibit; and (3) update any expense,
performance or other information that has changed as a result of the audit. In
accordance with the instructions to Item 14(2) of Form N-14, pro forma
financials for Core Bond Fund/VA, reflecting the effect of the proposed
Reorganization, are not required.
The Agreement and Plan of Reorganization filed as an exhibit to the
Registration Statement and the disclosure in the Proxy Statement and Prospectus
concerning the Reorganization closely follow the corresponding disclosure in
other registration statements recently filed on Form N-14 in connection with the
reorganizations of several Oppenheimer funds with other Oppenheimer funds, such
as the Registration Statement on Form N-14 of Oppenheimer Capital Appreciation
Fund (333-145170) filed with the Commission on September 10, 2007.
After the N-14/A amendment, discussed above, is filed with the Commission,
we anticipate requesting that the Commission staff accelerate the effectiveness
of the Registration Statement to occur on or about February 18, 2008. The
solicitation of Panorama Fund shareholders is expected to commence shortly
thereafter.
In accordance with the general instructions to Form N-14, the preliminary
proxy material which forms a part of the Registration Statement is deemed to be
filed pursuant to the Securities Exchange Act of 1934, as amended. No filing fee
is due because the Registrant previously filed a declaration to register an
indefinite number of shares pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended.
The Securities and Exchange Commission Staff is requested to address any
comments or questions you may have on this filing to:
Taylor Edwards
Vice President and Assistant Counsel
OppenheimerFunds, Inc.
2 World Financial Center, 16th Fl.
225 Liberty Street
New York, NY 10281
212.323.0310
tedwards@oppenheimerfunds.com
Thank you for your assistance.
Sincerely,
/s/ Robert W. Hawkins
--------------------------------------
Robert W. Hawkins
Vice President and Assistant Counsel
Tel.: 212.323.5039
Fax: 212.323.4070
bhawkins@oppenheimerfunds.com
cc: Mr. Vincent DiStefano, Securities and Exchange Commission
Bell, Boyd & Lloyd
Myer, Swanson, Adams & Wolf, P.C.
Deloitte & Touche LLP
Gloria LaFond
