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
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N-14 Filing
Oppenheimer Variable Account Funds N-14Registration statement for investment companies business combination
Filed: 18 Jan 08, 12:00am