GENERAL DISTRIBUTOR'S AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC. AND
XXXXXXXXXXX PANORAMA SERIES FUND, INC.
FOR SERVICE SHARES OF
TOTAL RETURN PORTFOLIO
Date: April 17, 2000
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Two World Trade Center, Suite 0000
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
PANORAMA SERIES FUND, INC. (the "Company"), a Maryland Corporation, 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 infinite
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 Company's Registration Statement
as it may be amended from time to time (the "Current Prospectus and/or SAI").
In this connection, the Company desires that your firm (the "General
Distributor") act in a principal capacity as General Distributor for the sale
and distribution of Service shares of beneficial interest ("Shares") of
Government Securities Portfolio (the "Portfolio"), a series of the Company,
which have been registered as described above and of any additional Service and
subsequent Classes of Shares which may become registered during the term of this
Agreement. You have advised the Portfolio that you are willing to act as such
General Distributor, and it is accordingly agreed by and between us as follows:
1. Appointment of the Distributor. The Company hereby appoints you as the
sole General Distributor of the Portfolio for sale of its Shares, pursuant to
the aforesaid continuous public offering of its Shares and the Company further
agrees from and after the date of this Agreement that it will not, without your
consent, sell or agree to sell any Shares otherwise than through you, except (a)
the Company may issue Shares in connection with a merger, consolidation or
acquisition of assets on such basis as may be authorized or permitted under the
1940 Act; (b) the Company may issue Shares for the reinvestment of dividends and
other distributions of the Portfolio or of any other Portfolio if permitted by
the current Prospectus and/or SAI; and (d) the Company may issue Shares as
underlying securities of a unit investment trust if such unit investment trust
has elected to use Shares as an underlying investment; provided that in no event
as to any of the foregoing exceptions shall Shares be issued and sold at less
than the then-existing net asset value.
2. Sale of Shares. You hereby accept such appointment and agree to use
your best efforts to sell Shares, provided, however, that when requested by the
Company at any time because of market or other economic considerations or
abnormal circumstances of any kind, or when agreed to by mutual consent of the
Company and the General Distributor, you will suspend such efforts. The Company
may also withdraw the offering of Shares at any time when required by the
provisions of any statute, order, rule or regulation of any governmental body
having jurisdiction. It is understood that you do not undertake to sell all or
any specific number of Shares of the Portfolio.
3. Purchase of Shares.
(a) As General Distributor, you shall have the right to accept or
reject orders for the purchase of Shares at your discretion,
provided, however, that you agree not to exercise that
discretion in a manner inconsistent with the Company's
obligations under any participation agreement to which the
Company is a party and to which the Shares are subject. Any
consideration which you may receive in connection with a
rejected purchase order will be returned promptly. Shares of
the Portfolio may be sold by you only at net asset value
without sales charge upon receipt of Federal Funds for the
purchase of any Shares sold by you pursuant to provisions
hereof.
(b) You agree promptly to issue or to cause the duly appointed
transfer or shareholder servicing agent of the Portfolio to
issue as your agent confirmations of all accepted purchase
orders and to transmit a copy of such confirmations to the
Company. The net asset value of all Shares which are the
subject of such confirmations, computed in accordance with the
applicable rules under the 1940 Act, shall be a liability of
the General Distributor to the Company to be paid promptly
after receipt of payment from the authorized insurance
company, dealer or broker (collectively, the authorized
"insurance company") and not later than eleven business days
after such confirmation even if you have not actually received
payment from the authorized insurance company or investor. In
no event shall the General Distributor make payment to the
Company later than permitted by applicable rules of the
National Association of Securities Dealers, Inc.
Notwithstanding the provisions of part (a) of this Section 3
of this Agreement, purchase orders received from an authorized
insurance company after the latest determination of the
Portfolio's net asset value on a regular business day will
receive that latest net asset value if the request to the
authorized insurance company by its customer to arrange such
purchase prior to the latest determination of the Portfolio's
net asset value that day complies with the requirements
governing such requests as stated in the current Prospectus
and/or SAI.
(c) If the authorized insurance company shall fail to make timely
settlement of its purchase order in accordance with applicable
rules of the National Association of Securities Dealers, Inc.,
or if any purchaser shall fail to make good payment for Shares
in a timely manner, you shall have the right to cancel such
purchase order and, at your account and risk, to hold
responsible the authorized insurance company or investor. You
agree promptly to reimburse the Company for losses suffered by
it that are attributable to any such cancellation, or to
errors on your part in relation to the effective date of
accepted purchase orders, limited to the amount that such
losses exceed contemporaneous gains realized by the Company
for either of such reasons with respect to other purchase
orders.
(d) In the case of a canceled purchase for the account of a
directly purchasing shareholder, the Company agrees that if
such investor fails to make you whole for any loss you pay to
the Company on such canceled purchase order, the Company will
reimburse you for such loss to the extent of the aggregate
redemption proceeds of any other Shares of the Portfolio owned
by such investor, on your demand that the Company exercise its
right to claim such redemption proceeds. The Company shall
register or cause to be registered all Shares sold to you
pursuant to the provisions hereof in such names and amounts as
you may request from time to time and the Company shall issue
or cause to be issued certificates evidencing such Shares for
delivery to you or pursuant to your direction if and to the
extent that the shareholder account in question contemplates
the issuance of such certificates. All Shares when so issued
and paid for, shall be fully paid and non-assessable by the
Company to the extent set forth in the current Prospectus
and/or SAI.
4. Repurchase of Shares.
(a) In connection with the repurchase of Shares, you are appointed
and shall act as Agent of the Company. You are authorized,
for so long as you act as General Distributor of the
Portfolio, to repurchase, from authorized insurance companies,
certificated or uncertificated Shares of the Portfolio on the
basis of orders received from each authorized insurance
company with which you have a participation agreement for the
sale of Shares and permitting resales of Shares to you,
provided that such authorized insurance company, at the time
of placing such resale order, shall represent (i) if such
Shares are represented by certificate(s), that certificate(s)
for the Shares to be repurchased have been delivered to it by
the indirect shareholder(s) with a request for the redemption
of such Shares executed in the manner and with the signature
guarantee required by the then current effective prospectus
and/or SAI, or (ii) if such Shares are uncertificated, that
the indirect shareholder(s) has delivered to the authorized
insurance company a request for the redemption of such Shares
executed in the manner and with the signature guarantee
required by the then current policies and procedures of the
Transfer Agent of the Portfolio.
(b) You shall (a) have the right in your discretion to accept or
reject orders for the repurchase of Shares; (b) promptly
transmit confirmations of accepted repurchase orders (which
may be netted against corresponding redemption orders); and
(c) transmit a copy of such confirmation to the Company, or,
if so directed, to any duly appointed transfer or shareholder
servicing agent of the Company. In your discretion, you may
accept repurchase requests made by a financially responsible
authorized insurance company which provides you with
indemnification in form satisfactory to you in consideration
of your acceptance of such request in lieu of the written
redemption request of the owner of the account; you agree that
the Company shall be a third party beneficiary of such
indemnification.
(c) Upon receipt by the Company or its duly appointed transfer or
shareholder servicing agent of any certificate(s) (if any has
been issued) for repurchased Shares and a written redemption
request of the indirect shareholder(s) of such Shares executed
in the manner and bearing the signature guarantee required by
the then current policies and procedures of the Transfer Agent
of the Portfolio, the Company will pay or cause its duly
appointed transfer or shareholder servicing agent promptly to
pay to the authorized insurance company the redemption price
of the repurchased Shares (other than repurchased Shares
subject to the provisions of part (d) of Section 4 of this
Agreement) next determined after your receipt of the
authorized insurance company's repurchase order.
(d) Notwithstanding the provisions of part (c) of Section 4 of
this Agreement, repurchase orders received from an authorized
insurance company after the latest determination of the
Portfolio's redemption price on a regular business day will
receive that day's latest redemption price if the request to
the authorized insurance company by its customer to arrange
such repurchase prior to the latest determination of the
Portfolio's redemption price that day complies with the
requirements governing such requests as stated in the current
Prospectus and/or SAI.
(e) You will make every reasonable effort and take all reasonably
available measures to assure the accurate performance of all
services to be performed by you hereunder within the
requirements of any statute, rule or regulation pertaining to
the redemption of shares of a regulated investment company and
any requirements set forth in the then current Prospectus
and/or SAI of the Company. You shall correct any error or
omission made by you in the performance of your duties
hereunder of which you shall have received notice in writing
and any necessary substantiating data; and you shall hold a
Portfolio harmless from the effect of any errors or omissions
which might cause an over- or under-redemption of a
Portfolio's Shares and/or an excess or non-payment of
dividends, capital gains distributions, or other distributions.
(f) In the event an authorized authorized insurance company
initiating a repurchase order shall fail to make delivery or
otherwise settle such order in accordance either with the
rules of the National Association of Securities Dealers, Inc.
or a participation agreement to which the Company is a party
and to which the Shares are subject, you shall have the right
to cancel such repurchase order and, at your account and risk,
to hold responsible the authorized insurance company. In the
event that any cancellation of a Share repurchase order or any
error in the timing of the acceptance of a Share repurchase
order shall result in a gain or loss to the Company, you agree
promptly to reimburse the Company for any amount by which any
loss shall exceed then-existing gains so arising.
5. 1933 Act Registration. The Company has delivered to you a copy of its
current Prospectus and SAI. The Company agrees that it will use its best efforts
to continue the effectiveness of the Company's Registration Statement filed
under the 1933 Act. The Company further agrees to prepare and file any
amendments to its Registration Statement as may be necessary and any
supplemental data in order to comply with the 1933 Act. The Company will furnish
you at your expense with a reasonable number of copies of the current Prospectus
and SAI and any amendments thereto for use in connection with the sale of
Shares.
6. 1940 Act Registration. The Company has already registered under the
1940 Act as an investment company, and it will use its best efforts to maintain
such registration and to comply with the requirements of the 1940 Act.
7. Duties of Distributor:
(a) You shall furnish to the Company any pertinent information
required to be inserted with respect to you as General
Distributor within the purview of the Securities Act of 1933 in
any reports or registration required to be filed with any
governmental authority;
(b) You will not make any representations inconsistent with the
information contained in the current Prospectus and/or SAI.
(c) You shall maintain such records as may be reasonably required
for the Company or its transfer or shareholder servicing agent
to respond to shareholder requests or complaints, and to permit
the Company to maintain proper accounting records, and you shall
make such records available to the Company and its transfer
agent or shareholder servicing agent upon request; and
(d) In performing under this Agreement, you shall comply with all
requirements of the Company's current Prospectus and/or SAI and
all applicable laws, rules and regulations with respect to the
purchase, sale and distribution of Shares.
8. Allocation of Costs. The Company shall pay the cost of composition and
printing of sufficient copies of its Prospectus and SAI as shall be required for
periodic distribution to its shareholders and the expense of registering Shares
for sale under federal securities laws. You shall pay the expenses normally
attributable to the sale of Shares, other than as paid under the Portfolio's
Service Plan(s) under Rule 12b-1 of the 1940 Act, including the cost of printing
and mailing of the Prospectus (other than those furnished to existing direct or
indirect shareholders) and any sales literature used by you in the public sale
of the Shares.
9. Duration. This Agreement shall take effect on the date first written
above, and shall supersede any and all prior General Distributor's Agreements by
and among the Company and you. Unless earlier terminated pursuant to Section 10
hereof, this Agreement shall remain in effect until September 30, 2000. This
Agreement shall continue in effect from year to year thereafter, provided that
such continuance shall be specifically approved at least annually: (a) by the
Company's Board of Directors or by vote of a majority of the voting securities
of the Portfolio; and (b) by the vote of a majority of the Directors, who are
not parties to this Agreement or "interested persons" (as defined in the 1940
Act) of any such person, cast in person at a meeting called for the purpose of
voting on such approval.
10. Termination. This Agreement may be terminated (a) by the General
Distributor at any time without penalty by giving sixty days' written notice
(which notice may be waived by the Company); (b) by the Company at any time
without penalty upon sixty days' written notice to the General Distributor(
which notice may be waived by the General Distributor); or (c) by mutual consent
of the Company and the General Distributor, provided that such termination by
the Company pursuant to part (b) of this Section 10 shall be directed or
approved by the Board of Directors of the Company or by the vote of the holders
of a "majority" of the outstanding voting securities of the Portfolio.
11. Assignment. This Agreement may not be amended or changed except in
writing and shall be binding upon and shall enure to the benefit of the parties
hereto and their respective successors, however, this Agreement shall not be
assigned by either party and shall automatically terminate upon assignment.
12. Section Headings. The heading of each section is for descriptive
purposes only, and such headings are not to be construed or interpreted as part
of this Agreement.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing in the space provided below.
PANORAMA SERIES FUND, INC.
on behalf of TOTAL RETURN PORTFOLIO
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Assistant Secretary
Accepted:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxxxxx X. Xxxx
Xxxxxxxxx X. Xxxx
Vice President and Secretary
PANORAMA\GENDIST-TOTAL2000
