AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc. And
Panorama Series Fund, Inc.
For Service Shares Of
Government Securities 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 Government Securities
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 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 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 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 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 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 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 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
Government Securities Portfolio
By: /s/ Xxxxxxxx X. Xxxx
_________________________
Xxxxxxxx X. Xxxx, Assistant Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxx X. Xxxx
__________________________
Xxxxx X. Xxxx, President
