0000728889-12-001332 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 21st, 2012 • Panorama Series Fund, Inc

AMENDED AND RESTATED AGREEMENT made as of the 21st day of August, 2012, by and between Panorama Series Fund (the “Company”) on behalf of its International Growth Fund/VA (the "Fund"), and OppenheimerFunds, Inc. ("OFI").

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Agreement and Declaration of Trust of
Panorama Series Fund • August 21st, 2012 • Panorama Series Fund, Inc • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made as of August 15, 2012 for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

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