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 28th day of October, 2005, 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").
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
Total Return Portfolio
By: /s/ Xxxxxxxx X. Xxxx
--------------------
Xxxxxxxx X. Xxxx, Assistant
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxx X. Xxxx
--------------------
Xxxxx X. Xxxx, President
