AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC. AND
PANORAMA SERIES FUND, INC.
FOR SERVICE SHARES OF
TOTAL RETURN PORTFOLIO
This Amended and Restated Distribution and Service Plan and Agreement (the "Plan") is dated as of the 23rd day of
February, 2004, by and between Panorama Series Fund, Inc. (the "Company") for the account of its Total Return
Portfolio (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor"). This Amended and Restated
Distribution and Service Plan and Agreement replaces the Distribution and Service Plan and Agreement dated May 1,
2000.
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 0000 Xxx) 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, 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 0000 Xxx) of the Distributor if such affiliated person qualifies as an 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,
within forty-five (45) days of the end of each calendar quarter, at a rate not to exceed .0625% (0.25% 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, 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 quarter in which its Qualified Holdings do not equal or exceed, at the end of such
quarter, 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 0000 Xxx) 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 February 29, 2000 for the purpose of voting on this
Plan, and shall take effect on the later of (i) the date that Shares are first issued to OppenheimerFunds, Inc.
or any other person, or (ii) May 1, 2000. Unless terminated as hereinafter provided, it shall continue in effect
until October 31, 2000 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 0000 Xxx) 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
Total Return Portfolio
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxxxxx X. Xxxx
Xxxxxxxx X. Xxxx
Vice President and Assistant Secretary
