AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of January, 2005,
by and between Panorama Series Fund, Inc (the "Company") on behalf of its
International Growth Fund/VA (the "Fund"), and OppenheimerFunds, Inc. ("OFI").
WHEREAS, the Fund is a series of OppenheimerFunds, Inc. (the
"Company"), an open-end, diversified management investment company registered as
such with the Securities and Exchange Commission (the "Commission") pursuant to
the Investment Company Act of 1940 (the "Investment Company Act"), and OFI is a
registered investment adviser;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:
1. General Provisions.
The Fund hereby employs OFI and OFI hereby undertakes to act as the
investment adviser of the Fund and to perform for the Fund such other duties and
functions as are hereinafter set forth. OFI shall, in all matters, give to the
Fund and its Board of Directors the benefit of its best judgment, effort, advice
and recommendations and shall, at all times conform to, and use its best efforts
to enable the Fund to conform to (i) the provisions of the Investment Company
Act and any rules or regulations thereunder; (ii) any other applicable
provisions of state or federal law; (iii) the provisions of the Company's
Articles of Incorporation and By-Laws as amended from time to time; (iv)
policies and determinations of the Board of Directors of the Company; (v) the
fundamental policies and investment restrictions of the Fund as reflected its
registration statement under the Investment Company Act or as such policies may,
from time to time, be amended by the Fund's shareholders; and (vi) the
Prospectus and Statement of Additional Information of the Fund in effect from
time to time. The appropriate officers and employees of OFI shall be available
upon reasonable notice for consultation with any of the Directors and officers
of the Company with respect to any matters dealing with the business and affairs
of the Fund including the valuation of any of the Fund's portfolio securities
which are either not registered for public sale or not being traded on any
securities market.
2. Investment Management.
(a) OFI shall, subject to the direction and control by the Company's
Board of Directors, (i) regularly provide, alone or in consultation with any
subadvisor or subadvisors appointed pursuant to this Agreement and subject to
the provisions of any investment subadvisory agreement respecting the
responsibilities of such subadvisor or subadvisors, investment advice and
recommendations to the Fund with respect to its investments, investment policies
and the purchase and sale of securities; (ii) supervise continuously the
investment program of the Fund and the composition of its portfolio and
determine what securities shall be purchased or sold by the Fund; and (iii)
arrange, subject to the provisions of paragraph "7" hereof, for the purchase of
securities and other investments for the Fund and the sale of securities and
other investments held in the portfolio of the Fund.
(b) Provided that the Fund shall not be required to pay any
compensation other than as provided by the terms of this Agreement and subject
to the provisions of paragraph "7" hereof, OFI may obtain investment
information, research or assistance from any other person, firm or corporation
to supplement, update or otherwise improve its investment management services.
(c) Provided that nothing herein shall be deemed to protect OFI from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or reckless disregard of its obligations and duties under the Agreement,
OFI shall not be liable for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this Agreement relates.
(d) Nothing in this Agreement shall prevent OFI or any officer thereof
from acting as investment adviser for any other person, firm or corporation and
shall not in any way limit or restrict OFI or any of its directors, officers or
employees from buying, selling or trading any securities for its own account or
for the account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance by OFI
of its duties and obligations under this Agreement and under the Investment
Advisers Act of 1940.
3. Other Duties of OFI.
OFI shall, at its own expense, employ, and supervise the activities of,
all administrative and clerical personnel or other firms, agents or contractors,
as shall be required to provide effective corporate administration for the Fund,
including the compilation and maintenance of such records with respect to its
operations as may reasonably be required (other than those the Fund's custodian
or transfer agent is contractually obligated to compile and maintain); the
preparation and filing of such reports with respect thereto as shall be required
by the Commission; composition of periodic reports with respect to its
operations for the shareholders of the Fund; composition of proxy materials for
meetings of the Fund's shareholders and the composition of such registration
statements as may be required by federal securities laws for continuous public
sale of shares of the Fund. OFI shall, at its own cost and expense, also provide
the Fund with adequate office space, facilities and equipment.
4. Allocation of Expenses.
All other costs and expenses not expressly assumed by OFI under this
Agreement, or to be paid by the principal distributor of the shares of the Fund,
shall be paid by the Fund, including, but not limited to: (i) interest and
taxes; (ii) brokerage commissions; (iii) premiums for fidelity and other
insurance coverage requisite to its operations; (iv) the fees and expenses of
its Directors; (v) legal and audit expenses; (vi) custodian and transfer agent
fees and expenses; (vii) expenses incident to the redemption of its shares;
(viii) expenses incident to the issuance of its shares against payment therefore
by or on behalf of the subscribers thereto; (ix) fees and expenses, other than
as hereinabove provided, incident to the registration under federal securities
laws of shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund; (xi) except as
noted above, all other expenses incidental to holding meetings of the Fund's
shareholders; and (xii) such extraordinary non-recurring expenses as may arise,
including litigation, affecting the Fund and any obligation which the Fund may
have to indemnify its officers and Directors with respect thereto. Any officers
or employees of OFI or any entity controlling, controlled by or under common
control with OFI, who may also serve as officers, Directors or employees of the
Fund shall not receive any compensation from the Fund for their services.
5. Compensation of OFI.
The Fund agrees to pay OFI and OFI agrees to accept as full
compensation for the performance of all functions and duties on its part to be
performed pursuant to the provisions hereof, a fee computed on the aggregate net
assets value of the Fund as of the close of each business day and payable
monthly at the annual rates set for the in Appendix A.
6. Use of Name "Xxxxxxxxxxx."
OFI hereby grants to the Fund a royalty-free, non-exclusive license to
use the name "Xxxxxxxxxxx" in the name of the Fund for the duration of this
Agreement and any extensions or renewals thereof. To the extent necessary to
protect OFI's rights to the name "Xxxxxxxxxxx" under applicable law, such
license shall allow OFI to inspect, and subject to control by the Fund's Board
of Directors, control the name and quality of services offered by the Fund under
such name. Such license may, upon termination of this Agreement, be terminated
by OFI, in which event the Fund shall promptly take whatever action may be
necessary to change its name and discontinue any further use of the name
"Xxxxxxxxxxx" in the name of the Fund or otherwise. The name "Xxxxxxxxxxx" may
be used or licensed by OFI in connection with any of its activities, or licensed
by OFI to any other party.
7. Portfolio Transactions and Brokerage.
(a) OFI is authorized, in arranging the Fund's portfolio transactions,
to employ or deal with such members of securities or commodities exchanges,
brokers or dealers including "affiliated" broker dealers (as that term is
defined in the Investment Company Act) (hereinafter "broker-dealers"), as may,
in its best judgment, implement the policy of the Fund to obtain, at reasonable
expense, the "best execution" (prompt and reliable execution at the most
favorable security price obtainable) of the Fund's portfolio transactions as
well as to obtain, consistent with the provisions of subparagraph "(c)" of this
paragraph "7," the benefit of such investment information or research as may be
of significant assistance to the performance by OFI of its investment management
functions.
(b) OFI shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions. The abilities of a
broker-dealer to obtain best execution of particular portfolio transaction(s)
will be judged by OFI on the basis of all relevant factors and considerations
including, insofar as feasible, the execution capabilities required by the
transaction or transactions; the ability and willingness of the broker-dealer to
facilitate the Fund's portfolio transactions by participating therein for its
own account; the importance to the Fund of speed, efficiency or confidentiality;
the broker-dealer's apparent familiarity with sources from or to whom particular
securities might be purchased or sold; as well as any other matters relevant to
the selection of a broker-dealer for particular and related transactions of the
Fund.
(c) OFI shall have discretion, in the interests of the Fund, to
allocate brokerage on the Funds portfolio transactions to broker-dealers (other
than affiliated broker-dealers) qualified to obtain best execution of such
transactions who provide brokerage and/or research services (as such services
are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the
Fund and/or other accounts for which OFI and its affiliates exercise "investment
discretion" (as that term is defined in Section 3(a)(35) of the Securities
Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a
commission for effecting a portfolio transaction for the Fund that is in excess
of the amount of commission another broker-dealer adequately qualified to effect
such transaction would have charged for effecting that transaction, if OFI
determines, in good faith, that such commission is reasonable in relation to the
value of the brokerage and/or research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of OFI and its investment advisory affiliates with respect to
the accounts as to which they exercise investment discretion. In reaching such
determination, OFI will not be required to place or attempt to place a specific
dollar value on the brokerage and/or research services provided or being
provided by such broker-dealer. In demonstrating that such determinations were
made in good faith, OFI shall be prepared to show that all commissions were
allocated for the purposes contemplated by this Agreement and that the total
commissions paid by the Fund over a representative period selected by the Fund's
Directors were reasonable in relation to the benefits to the Fund.
(d) OFI shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any particular
portfolio transactions or to select any broker-dealer on the basis of its
purported or "posted" commission rate but will, to the best of its ability,
endeavor to be aware of the current level of the charges of eligible
broker-dealers and to minimize the expense incurred by the Fund for effecting
its portfolio transactions to the extent consistent with the interests and
policies of the Fund as established by the determinations of the Board of
Directors and the provisions of this paragraph "7."
(e) The Fund recognizes that an affiliated broker-dealer (i) may act as
one of the Fund's regular brokers so long as it is lawful for it so to act; (ii)
may be a major recipient of brokerage commissions paid by the Fund; and (iii)
may effect portfolio transactions for the Fund only if the commissions, fees or
other remuneration received or to be received by it are determined in accordance
with procedures contemplated by any rule, regulation or order adopted under the
Investment Company Act for determining the permissible level of such
commissions.
8. Duration.
This Agreement will take effect on the date first set forth above.
Unless earlier terminated pursuant to paragraph 9 hereof, this Agreement shall
continue in effect from year to year, so long as such continuance shall be
approved at least annually in the manner contemplated by Section 15 of the
Investment Company Act.
9. Termination.
This Agreement may be terminated (i) by OFI at any time without penalty
upon giving the Fund sixty days' written notice (which notice may be waived by
the Fund); or (ii) by the Fund at any time without penalty upon sixty days'
written notice to OFI (which notice may be waived by OFI) provided that such
termination by the Fund shall be directed or approved by the vote of a majority
of all of the Directors of the Fund then in office or by the vote of the holders
of a "majority" (as defined in the Investment Company Act) of the outstanding
voting securities of the Fund.
10. Assignment or Amendment.
This Agreement may not be amended without the affirmative vote or
written consent of the holders of the "majority" of the outstanding voting
securities of the Fund and shall automatically and immediately terminate in the
event of its "assignment," as defined in the Investment Company Act.
11. Disclaimer of Shareholder Liability.
OFI understands that the obligations of the Fund under this Agreement
are not binding upon any Director or shareholder of the Fund personally, but
bind only the Fund and the Fund's property. OFI represents that it has notice of
the provisions of the Company's Articles of Incorporation disclaiming
shareholder liability for acts or obligations of the Fund.
12. Definitions.
The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.
PANORAMA SERIES FUND, INC.
on behalf of International Growth Fund/VA
By: /s/Xxxxxx X. Xxxx
--------------------
Xxxxxx X. Xxxx
Vice President and Secretary
OPPENHEIMERFUNDS, INC.
By: /s/Xxxx X. Xxxxxx
-----------------
Xxxx X. Xxxxxx
Chairman, President and Chief Executive
Officer
APPENDIX A
The Fund agrees to pay OFI and OFI agrees to accept as full compensation for the
performance of all functions and duties on its part to be performed pursuant to
the provisions hereof, a fee computed on the aggregate net assets of the Fund as
of the close of each business day payable monthly at the following annual rates:
Government Securities Portfolio and Growth Portfolio:
Government
Securities Portfolio Growth Portfolio
Net Asset Value Annual Rate Annual Rate
--------------- --------------------- ----------------
First $300,000,000 0.525% 0.625%
Next $100,000,000 0.500% 0.500%
Amount over $400,000,000 0.450% 0.450%
International Growth Fund/VA:
Net Asset Value Annual Rate
First $250,000,000............................................................................................1.00%
Amount over $250,000,000......................................................................................0.90%
Total Return Portfolio:
Net Asset Value Annual Rate
First $600,000,000...........................................................................................0.625%
Amount over $600,000,000.....................................................................................0.450%
