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 Total Return Portfolio (the "Fund"), and OppenheimerFunds, Inc.
("OFI").
WHEREAS, the Fund is a series of Panorama Series Fund, 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 Total Return Portfolio
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%
