AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC. AND
PANORAMA SERIES FUND, INC.
FOR SERVICE SHARES OF
INTERNATIONAL GROWTH FUND/VA
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 International
Growth Fund/VA (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.
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(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
International Growth Fund/VA
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
