0000728889-13-001856 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • November 25th, 2013 • Oppenheimer Variable Account Funds • New York

THIS AGREEMENT is made and entered into as of the 12th day of November, 2013 between OFI Global Asset Management, Inc., a Delaware corporation (the “Adviser”), and OppenheimerFunds, Inc., a Colorado corporation (the “SubAdviser”)

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Agreement and Declaration of Trust of
Oppenheimer Variable Account Funds • November 25th, 2013 • 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.

GENERAL DISTRIBUTOR’S AGREEMENT WITH OPPENHEIMERFUNDS DISTRIBUTOR, INC. AND OPPENHEIMER VARIABLE ACCOUNT FUNDS FOR SERVICE SHARES OF OPPENHEIMER INTERNATIONAL GROWTH FUND/VA
General Distributor’s Agreement • November 25th, 2013 • Oppenheimer Variable Account Funds

OPPENHEIMER VARIABLE ACCOUNT FUNDS (the “Trust”), a Delaware statutory trust, is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”) consisting of one or more series (“Series”) and an indefinite number of one or more classes of its shares of beneficial interest for each Series have been registered under the Securities Act of 1933 (the “1933 Act”) to be offered for sale to the public in a continuous public offering in accordance with the terms and conditions set forth in the Prospectus and Statement of Additional Information (“SAI”) included in the Trust’s Registration Statement as it may be amended from time to time (the “current Prospectus and/or SAI”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 25th, 2013 • Oppenheimer Variable Account Funds

AGREEMENT made the 12th day of November, 2013, by and between Oppenheimer Variable Account Funds (hereinafter referred to as the “Trust”), and OFI Global Asset Management, Inc. (hereinafter referred to as “OFI GLOBAL”).

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT with OppenheimerFunds Distributor, Inc. and Oppenheimer Variable Account Funds For Service Shares of Oppenheimer International Growth Fund/VA
Distribution And • November 25th, 2013 • Oppenheimer Variable Account Funds

This Distribution and Service Plan and Agreement (the "Plan") dated the 12th day of November, 2013, by and between Oppenheimer Variable Account Funds (the “Trust”) for the account of its Oppenheimer International Growth Fund/VA (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

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