AMENDED AND RESTED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc. And
Panorama Series Fund, Inc.
For Service Shares Of
Growth Portfolio
This Amended and Restated Distribution and Service Plan and Agreement (the
"Plan") is dated as of the 28th day of October, 2005, by and between Panorama
Series Fund, Inc. (the "Company") for the account of its Growth Portfolio
(the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service
plan for its Service Shares described in the Fund's registration statement as
of the date this Plan takes effect, contemplated by and to comply with Rule
2830 of the Conduct Rules of the National Association of Securities Dealers,
Inc., pursuant to which the Fund will compensate the Distributor for its
services in connection with the distribution of Shares, and the personal
service and maintenance of shareholder accounts ("Accounts") that hold
Service Shares (the "Shares") of the Fund. The Fund may be deemed to be
acting as distributor of securities of which it is the issuer, pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"),
according to the terms of this Plan. The Distributor is authorized under the
Plan to pay "Insurance Company Recipients," as hereinafter defined, for
rendering services and for the maintenance of Accounts and for distributing
Service Shares. Such Insurance Company Recipients are intended to have
certain rights as third-party beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following terms shall have the
following meanings:
(a) "Insurance Company Recipient" shall mean any insurance company or
affiliate thereof or other person or entity which: (i) has rendered
assistance (whether direct, administrative, or both) in the
distribution of Shares and/or has rendered services in connection with
the personal service and maintenance of Accounts; (ii) shall furnish
the Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning such service and/or the sale of Shares; and (iii) has
been selected by the Distributor to receive payments under the Plan.
Notwithstanding the foregoing, a majority of the Fund's Board of
Directors (the "Board") who are not "interested persons" (as defined in
the 1940 Act) and who have no direct or indirect financial interest in
the operation of this Plan or in any agreements relating to this Plan
(the "Independent Directors") may remove any institution as a Insurance
Company Recipient, whereupon such entity's rights as a third-party
beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Insurance Company
Recipient, all Shares owned beneficially or of record by: (i) such
Insurance Company Recipient, (ii) such clients of such Insurance
Company Recipient and/or accounts as to which such Insurance Company
Recipient provides administrative services and/or is a fiduciary or
custodian or co-fiduciary or co-custodian (collectively, the
"Customers"), or (iii) separate accounts created or sponsored by such
Insurance Company Recipient or its affiliate, but in no event shall any
such Shares be deemed owned by more than one Insurance Company
Recipient for purposes of this Plan. In the event that more than one
entity would otherwise qualify as Insurance Company Recipients as to
the same Shares with respect to the payment of the Asset-Based Sales
Charge and/or the Service Fee (defined below), the Insurance Company
Recipient which is the dealer of record on the Fund's books shall be
deemed the Insurance Company Recipient as to such Shares for purposes
of this Plan.
3. Payments.
(a) Under the Plan, the Fund will make payments to the Distributor,
within forty-five (45) days of the end of each calendar quarter or at
such other interval as deemed appropriate, in the amount of .0625%
(.25% on an annual basis) of the average during the calendar quarter of
the aggregate net asset value of the Shares, computed as of the close
of each business day (the "Service Fee"), provided, however, that the
Distributor may, in its sole discretion, reduce that payment level from
time to time. The Distributor will use such fee received from the Fund
in its entirety for payments to Insurance Company Recipients and for
its other expenditures and costs of the type approved by the Board
incurred in connection with the personal service and maintenance of
Accounts including, but not limited to, the services described in the
following two paragraphs. The Distributor may make Plan payments to
any "affiliated person" (as defined in the 1940 Act) of the Distributor
if such affiliated person qualifies as a Insurance Company Recipient.
The services to be rendered by the Distributor and Insurance
Company Recipients in connection with the personal service and the
maintenance of Accounts may include, but shall not be limited to, the
following: answering routine inquiries from the Insurance Company
Recipient's Customers concerning the Fund, providing such Customers
with information on their investment in Shares, assisting in the
establishment and maintenance of accounts or sub-accounts in the Fund,
making the Fund's investment plans and dividend payment options
available, and providing such other information and Customer liaison
services and the maintenance of Accounts as the Distributor or the Fund
may reasonably request. It may be presumed that an Insurance Company
Recipient has provided services qualifying for compensation under the
Plan if it has Qualified Holdings of Shares to entitle it to payments
under the Plan. In the event that either the Distributor or the Board
should have reason to believe that, notwithstanding the level of
Qualified Holdings, an Insurance Company Recipient may not be rendering
appropriate services, then the Distributor, at the request of the
Board, shall require the Insurance Company Recipient to provide a
written report or other information to verify that said Insurance
Company Recipient is providing appropriate services in this regard. If
the Distributor still is not satisfied, it may take appropriate steps
to terminate the Insurance Company Recipient's status as such under the
Plan, whereupon such entity's rights as a third-party beneficiary
hereunder shall terminate.
The distribution assistance services to be rendered by the
Distributor in connection with the Shares may include, but shall not be
limited to, the following: (i) paying sales commissions to any
insurance company, broker, dealer, bank or other person or entity that
directly or indirectly sells Shares; (ii) paying compensation to and
expenses of personnel of the Distributor who support distribution of
Shares by Insurance Company Recipients; (iii) obtaining financing or
providing such financing from its own resources, or from an affiliate,
for the interest and other borrowing costs of the Distributor's
unreimbursed expenses incurred in rendering distribution assistance and
administrative support services to the Fund; and (iv) paying other
direct distribution costs, including without limitation the costs of
sales literature, advertising and prospectuses (other than those
prospectuses furnished to current direct and indirect holders of the
Fund's shares ("Shareholders").
Payments received by the Distributor from the Fund under the Plan
will not be used to pay any interest expense, carrying charges or other
financial costs, or allocation of overhead by the Distributor, or for
any other purpose other than for the payments described in this Section
3. The amount payable to the Distributor each quarter will be reduced
to the extent that reimbursement payments otherwise permissible under
the Plan have not been authorized by the Board for that quarter. Any
unreimbursed expenses incurred for any quarter by the Distributor may
not be recovered in later periods.
(b) The Distributor shall make payments to any Insurance Company
Recipient quarterly or at such other interval as deemed appropriate by
the Distributor, within forty-five (45) days of the end of each
calendar quarter or such other period, at a rate not to exceed .0625%
(0.25% on an annual basis) of the average during each calendar quarter
of the aggregate net asset value of the Shares computed as of the close
of each business day, of Qualified Holdings owned beneficially or of
record by the Insurance Company Recipient or by its Customers,
provided, however, that the Distributor may, in its sole discretion,
reduce that payment level from time to time. However, no such payments
shall be made to any Insurance Company Recipient for any such period in
which its Qualified Holdings do not equal or exceed, at the end of such
period, the minimum amount ("Minimum Qualified Holdings"), if any, to
be set from time to time by a majority of the Independent Directors. A
majority of the Independent Directors may at any time or from time to
time increase or decrease and thereafter adjust the rate of fees to be
paid to the Distributor or to any Insurance Company Recipient, but not
to exceed the rate set forth above, and/or increase or decrease the
number of shares constituting Minimum Qualified Holdings. The
Distributor shall notify all Insurance Company Recipients of the
Minimum Qualified Holdings and the rate of payments hereunder
applicable to Insurance Company Recipients, and shall provide each
Insurance Company Recipient with written notice within thirty (30) days
after any change in these provisions. Inclusion of such provisions or
a change in such provisions in a revised current prospectus shall
constitute sufficient notice.
(c) Under the Plan, payments may be made to Insurance Company
Recipients: (i) by OppenheimerFunds, Inc. ("OFI") from its own
resources (which may include profits derived from the advisory fee it
receives from the Fund or from Panorama Series Fund, Inc.), or (ii) by
the Distributor (a subsidiary of OFI), from its own resources.
4. Selection and Nomination of Directors. While this Plan is in effect,
the selection or replacement of Independent Directors and the nomination of
those persons to be Directors of the Fund who are not "interested persons" of
the Fund or the Fund shall be committed to the discretion of the Independent
Directors. Nothing herein shall prevent the Independent Directors from
soliciting the views or the involvement of others in such selection or
nomination if the final decision on any such selection and nomination is
approved by a majority of the incumbent Independent Directors.
5. Reports. While this Plan is in effect, the Treasurer of the Fund shall
provide written reports to the Fund's Board for its review, detailing the
aggregate amount of payments made under this Plan, and the purposes for which
the payments were made. The reports shall be provided quarterly, and shall
state whether all provisions of Section 3 of this Plan have been complied
with.
6. Related Agreements. Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at any
time, without payment of any penalty, by vote of a majority of the
Independent Directors or by a vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's outstanding voting securities of the Shares,
on not more than sixty days written notice to any other party to the
agreement; (ii) such agreement shall automatically terminate in the event of
its "assignment" (as defined in the 1940 Act); (iii) it shall go into effect
when approved by a vote of the Board and its Independent Directors cast in
person at a meeting called for the purpose of voting on such agreement; and
(iv) it shall, unless terminated as herein provided, continue in effect from
year to year only so long as such continuance is specifically approved at
least annually by the Board and its Independent Directors cast in person at a
meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan has
been approved by a vote of the Independent Directors cast in person at a
meeting called on October 28, 2005 for the purpose of voting on this Plan and
replaces the prior Amended and Restated Distribution and Service Plan and
Agreement for the Fund's Service Shares. Unless terminated as hereinafter
provided, it shall continue in effect until renewed by the Board in
accordance with Rule 12b-1 under the 1940 Act and from year to year
thereafter or as the Board may otherwise determine, only so long as such
continuance is specifically approved at least annually by the Board and its
Independent Directors by a vote cast in person at a meeting called for the
purpose of voting on such continuance. This Plan may be terminated at any
time by vote of a majority of the Independent Directors or by the vote of the
holders of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting Service shares. This Plan may not be amended to increase
materially the amount of payments to be made without approval of the Service
Shareholders, in the manner described above, and all material amendments must
be approved by a vote of the Board and of the Independent Directors.
Panorama Series Fund, Inc.
on behalf of Growth Portfolio
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Assistant
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, President