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%
