AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                     with

                      OppenheimerFunds Distributor, Inc.

                            For Class N Shares of

                         Conservative Investor Fund,
                   a series of Oppenheimer Portfolio Series

This Amended and Restated  Distribution  and Service Plan and  Agreement  (the
"Plan")  is  dated  as of  the  26th  day of  October,  2005,  by and  between
Conservative  Investor Fund (the "Fund"),  a series of  Oppenheimer  Portfolio
Series, and OppenheimerFunds Distributor, Inc. (the "Distributor").

1.    The Plan. This Plan is the Fund's written  distribution and service plan
for Class N shares of the Fund (the  "Shares"),  designed  to comply  with the
provisions  of Rule 12b-1 as it may be amended  from time to time (the "Rule")
under the Investment  Company Act of 1940 (the "1940 Act"),  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  that  hold  Shares  ("Accounts").  The  Fund may act as
distributor  of  securities  of which it is the issuer,  pursuant to the Rule,
according  to the terms of this Plan.  The terms and  provisions  of this Plan
shall be interpreted  and defined in a manner  consistent  with the provisions
and definitions  contained in (i) the 1940 Act, (ii) the Rule, (iii) Rule 2830
of the Conduct Rules of the National Association of Securities Dealers,  Inc.,
or any  applicable  amendment  or  successor  to such rule (the "NASD  Conduct
Rules")  and (iv) any  conditions  pertaining  either to  distribution-related
expenses or to a plan of  distribution  to which the Fund is subject under any
order on which the Fund relies,  issued at any time by the U.S. Securities and
Exchange Commission ("SEC").

2.    Definitions.  As used in this Plan,  the following  terms shall have the
following meanings:

      (a)   "Recipient"  shall mean any broker,  dealer,  bank or other person
or entity which: (i) has rendered assistance  (whether direct,  administrative
or both) in the distribution of Shares or has provided  administrative support
services  with  respect to Shares  held by  Customers  (defined  below) of the
Recipient;  (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  the sale of  Shares;  and (iii) has been
selected by the Distributor to receive payments under the Plan.

      (b)   "Independent  Trustees" shall mean the members of the Fund's Board
of Trustees who are not  "interested  persons" (as defined in the 1940 Act) of
the  Fund  and who  have no  direct  or  indirect  financial  interest  in the
operation of this Plan or in any agreement relating to this Plan.

      (c)   "Customers"  shall  mean  such  brokerage  or other  customers  or
investment  advisory or other  clients of a Recipient,  and/or  accounts as to
which  such  Recipient  provides  administrative  support  services  or  is  a
custodian or other fiduciary.

      (d)   "Qualified  Holdings" shall mean, as to any Recipient,  all Shares
owned  beneficially  or of  record  by:  (i)  such  Recipient,  or  (ii)  such
Recipient's  Customers,  but in no event shall any such Shares be deemed owned
by more than one  Recipient  for purposes of this Plan. In the event that more
than one person or entity  would  otherwise  qualify as  Recipients  as to the
same Shares,  the Recipient  which is the dealer of record on the Fund's books
as  determined  by the  Distributor  shall be deemed the  Recipient as to such
Shares for purposes of this Plan.

3.    Payments  for  Distribution   Assistance  and  Administrative  Support
Services.

      (a)   Payments to the  Distributor.  In  consideration  of the  payments
made by the Fund to the  Distributor  under this Plan, the  Distributor  shall
provide  administrative  support  services  and  distribution  services to the
Fund.  Such  services  include  distribution   assistance  and  administrative
support  services  rendered  in  connection  with  Shares (1) sold in purchase
transactions,  (2) issued in exchange for shares of another investment company
for which the  Distributor  serves as distributor or  sub-distributor,  or (3)
issued pursuant to a plan of  reorganization  to which the Fund is a party. If
the Board  believes  that the  Distributor  may not be  rendering  appropriate
distribution  assistance or administrative support services in connection with
the sale of Shares,  then the Distributor,  at the request of the Board, shall
provide the Board with a written  report or other  information  to verify that
the  Distributor is providing  appropriate  services in this regard.  For such
services, the Fund will make the following payments to the Distributor:

            (i)  Administrative  Support Service Fees.  Within forty-five (45)
days of the end of each  calendar  quarter,  the Fund may make payments in the
aggregate  amount of up to 0.0625%  (0.25% on an annual  basis) of the average
during the period of the aggregate  net asset value of the Shares  computed as
of the close of each  business  day (the  "Service  Fee").  Such  Service  Fee
payments  received from the Fund will compensate the Distributor for providing
administrative  support services with respect to Accounts.  The administrative
support  services in connection  with  Accounts may include,  but shall not be
limited to, the  administrative  support  services that a Recipient may render
as described in Section 3(b)(i) below.

            (ii)  Distribution  Assistance  Fees  (Asset-Based  Sales Charge).
Within ten (10) days of the end of each month,  the Fund will make payments in
the  aggregate  amount of up to  0.02083%  (0.25%  on an annual  basis) of the
average  during the month of the aggregate net asset value of Shares  computed
as of the close of each business day (the  "Asset-Based  Sales Charge").  Such
Asset-Based  Sales Charge payments  received from the Fund will compensate the
Distributor for providing distribution  assistance in connection with the sale
of Shares.

            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  broker,
dealer,  bank or other person or entity that sells Shares,  and/or paying such
persons  "Advance  Service Fee  Payments"  (as  defined  below) in advance of,
and/or in amounts  greater  than,  the amount  provided for in Section 3(b) of
this Agreement;  (ii) paying  compensation to and expenses of personnel of the
Distributor who support distribution of Shares by 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 holders of the Fund's shares  ("Shareholders")) and state
"blue sky" registration expenses.

(b)   Payments to Recipients.  The Distributor is authorized under the Plan to
pay Recipients (1)  distribution  assistance  fees for rendering  distribution
assistance in  connection  with the sale of Shares and/or (2) service fees for
rendering  administrative support services with respect to Accounts.  However,
no such  payments  shall be made to any  Recipient for any 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, that may be set from
time to time by a majority of the Independent Trustees.  All fee payments made
by the  Distributor  hereunder  are subject to reduction or chargeback so that
the  aggregate  service fee payments  and Advance  Service Fee Payments do not
exceed the limits on payments to  Recipients  that are, or may be,  imposed by
the NASD  Conduct  Rules.  The  Distributor  may  make  Plan  payments  to any
"affiliated  person" (as defined in the 1940 Act) of the  Distributor  if such
affiliated  person  qualifies  as a Recipient  or retain such  payments if the
Distributor qualifies as a Recipient.

            In  consideration  of the  services  provided by  Recipients,  the
Distributor may make the following payments to Recipients:

            (i)  Service  Fee.  In  consideration  of  administrative  support
services  provided  by a  Recipient,  the  Distributor  may make  service  fee
payments  to that  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 other period,  at a rate not to exceed 0.0625% (0.25%
on an annual  basis) of the  average  during the period of the  aggregate  net
asset  value  of  Shares,  computed  as of the  close  of each  business  day,
constituting  Qualified  Holdings  owned  beneficially  or of  record  by  the
Recipient  or by its  Customers  for a period of more than the minimum  period
(the "Minimum Holding  Period"),  if any, that may be set from time to time by
a majority of the Independent Trustees.

            Alternatively,  the Distributor may, at its sole option,  make the
following  service fee payments to any Recipient,  within forty-five (45) days
of the end of each  calendar  quarter  or at such  other  interval  as  deemed
appropriate by the  Distributor:  (A) "Advance Service Fee Payments" at a rate
not to exceed  0.25% of the  average  during  the  calendar  quarter  or other
period of the  aggregate  net asset value of Shares,  computed as of the close
of business on the day such Shares are sold,  constituting Qualified Holdings,
sold by the Recipient  during that period and owned  beneficially or of record
by the Recipient or by its Customers,  plus (B) service fee payments at a rate
not to exceed  0.0625%  (0.25% on an annual  basis) of the average  during the
period of the  aggregate  net asset value of Shares,  computed as of the close
of each business day,  constituting  Qualified  Holdings owned beneficially or
of record by the  Recipient or by its  Customers for a period of more than one
(1) year.  In the event Shares are redeemed  less than one year after the date
such  Shares  were sold,  the  Recipient  is  obligated  to and will repay the
Distributor  on  demand  a pro  rata  portion  of  such  Advance  Service  Fee
Payments,  based on the  ratio of the time  such  Shares  were held to one (1)
year.

            The  administrative  support services to be rendered by Recipients
in connection with the Accounts may include,  but shall not be limited to, the
following:  answering routine inquiries  concerning the Fund, assisting in the
establishment  and  maintenance  of accounts or  sub-accounts  in the Fund and
processing Share redemption  transactions,  making the Fund's investment plans
and dividend payment options  available,  and providing such other information
and services in connection with the rendering of personal  services and/or the
maintenance  of  Accounts,  as the  Distributor  or the  Fund  may  reasonably
request.

            (ii)  Distribution  Assistance  Fee  (Asset-Based  Sales  Charge)
Payments.  Irrespective of whichever  alternative method of making service fee
payments to Recipients is selected by the  Distributor,  the Distributor  may,
at its  sole  option,  make  distribution  assistance  fee  payments  to  each
Recipient  quarterly or at such other  interval as deemed  appropriate  by the
Distributor,  within  forty-five  (45)  days  after  the end of each  calendar
quarter or other period,  at a rate not to exceed  0.0625% (0.25% on an annual
basis) of the average  during the period of the  aggregate  net asset value of
Shares  computed as of the close of each business day  constituting  Qualified
Holdings  owned  beneficially  or of record by the  Recipient or its Customers
for a period  of more than one (1) year.  Alternatively,  at its sole  option,
the Distributor may make  distribution  assistance fee payments to a Recipient
quarterly,  at the rate  described  above,  on Shares  constituting  Qualified
Holdings  owned  beneficially  or of record by the  Recipient or its Customers
without  regard to the 1-year  holding period  described  above.  Distribution
assistance fee payments  shall be made only to Recipients  that are registered
with the SEC as a broker-dealer or are exempt from registration.

            The  distribution  assistance to be rendered by the  Recipients in
connection  with the sale of Shares may include,  but shall not be limited to,
the  following:  distributing  sales  literature and  prospectuses  other than
those furnished to current Shareholders,  providing compensation to and paying
expenses of personnel of the Recipient who support the  distribution of Shares
by the  Recipient,  and  providing  such other  information  and  services  in
connection with the  distribution of Shares as the Distributor or the Fund may
reasonably request.

      (c)   A majority  of the  Independent  Trustees  may at any time or from
time to time  (i)  increase  or  decrease  the  rate of fees to be paid to the
Distributor or to any Recipient,  but not to exceed the rates set forth above,
and/or  (ii)  direct the  Distributor  to  increase  or  decrease  any Minimum
Holding  Period,  any  maximum  period  set by a majority  of the  Independent
Trustees  during  which  fees  will be paid on Shares  constituting  Qualified
Holdings  owned  beneficially  or of record by a Recipient or by its Customers
(the  "Maximum  Holding   Period"),   or  Minimum  Qualified   Holdings.   The
Distributor  shall notify all  Recipients of any Minimum  Qualified  Holdings,
Maximum  Holding Period and Minimum  Holding Period that are  established  and
the rate of payments  hereunder  applicable to  Recipients,  and shall provide
each  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 supplement  or amendment to or revision of the  prospectus of
the Fund shall constitute sufficient notice.

      (d)   The Service  Fee and the  Asset-Based  Sales  Charge on Shares are
subject to reduction or elimination  under the limits to which the Distributor
is, or may become, subject under the NASD Conduct Rules.

      (e)   Under the Plan,  payments may also be made to  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 (ii) by
the  Distributor  (a  subsidiary  of  OFI),  from  its  own  resources,   from
Asset-Based  Sales Charge payments or from the proceeds of its borrowings,  in
either case, in the discretion of OFI or the Distributor, respectively.

      (f)   Recipients  are  intended to have  certain  rights as  third-party
beneficiaries  under this Plan, subject to the limitations set forth below. It
may be presumed  that a Recipient  has  provided  distribution  assistance  or
administrative  support  services  qualifying for payment under the Plan if it
has Qualified  Holdings of Shares that entitle it to payments  under the Plan.
If either the  Distributor  or the Board  believe  that,  notwithstanding  the
level of Qualified  Holdings,  a Recipient  may not be  rendering  appropriate
distribution   assistance   in   connection   with  the  sale  of   Shares  or
administrative  support services for Accounts,  then the  Distributor,  at the
request of the Board,  shall require the Recipient to provide a written report
or other  information to verify that said  Recipient is providing  appropriate
distribution  assistance and/or services in this regard. If the Distributor or
the  Board of  Trustees  still is not  satisfied  after  the  receipt  of such
report,  either may take appropriate steps to terminate the Recipient's status
as a  Recipient  under  the  Plan,  whereupon  such  Recipient's  rights  as a
third-party  beneficiary  hereunder shall  terminate.  Additionally,  in their
discretion  a majority  of the  Fund's  Independent  Trustees  at any time may
remove any  broker,  dealer,  bank or other  person or entity as a  Recipient,
whereupon  such  person's  or  entity's  rights as a  third-party  beneficiary
hereof  shall  terminate.  Notwithstanding  any other  provision of this Plan,
this Plan  does not  obligate  or in any way make the Fund  liable to make any
payment  whatsoever  to any  person  or  entity  other  than  directly  to the
Distributor.  The  Distributor  has no  obligation  to pay any Service Fees or
Distribution  Assistance  Fees to any  Recipient  if the  Distributor  has not
received  payment of Service  Fees or  Distribution  Assistance  Fees from the
Fund.

4.    Selection and Nomination of Trustees.  While this Plan is in effect, the
selection  and  nomination  of persons to be  Trustees of the Fund who are not
"interested  persons"  of  the  Fund   ("Disinterested   Trustees")  shall  be
committed to the discretion of the incumbent Disinterested  Trustees.  Nothing
herein shall prevent the incumbent  Disinterested Trustees from soliciting the
views or the  involvement of others in such selection or nomination as long as
the final  decision  on any such  selection  and  nomination  is approved by a
majority of the incumbent Disinterested Trustees.

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
amount of all  payments  made  under this Plan and the  purpose  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 a  vote  of a  majority  of the
Independent  Trustees or by a vote of the holders of a "majority"  (as defined
in the 1940 Act) of the Fund's  outstanding  voting Class N shares;  (ii) such
termination  shall be on not more than sixty days' written notice to any other
party to the agreement;  (iii) such agreement shall automatically terminate in
the  event of its  "assignment"  (as  defined  in the  1940  Act);  (iv)  such
agreement  shall go into effect  when  approved by a vote of the Board and its
Independent  Trustees  cast in person at a meeting  called for the  purpose of
voting on such agreement;  and (v) such agreement 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 a vote of the Board
and its  Independent  Trustees  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 Board and of its  Independent  Trustees cast in
person at a meeting  called on  December  8, 2004 for the purpose of voting on
this Plan and shall take effect as of the date first set forth  above.  Unless
terminated as hereinafter  provided, it shall continue in effect until renewed
by the Board in accordance  with the Rule and thereafter  from year to year or
as the Board may otherwise  determine but only so long as such  continuance is
specifically  approved  at  least  annually  by a vote  of the  Board  and its
Independent  Trustees  cast in person at a meeting  called for the  purpose of
voting on such continuance.

      This  Plan may not be  amended  to  increase  materially  the  amount of
payments  to be  made  under  this  Plan,  without  approval  of the  Class  N
Shareholders at a meeting called for that purpose and all material  amendments
must be approved by a vote of the Board and of the Independent Trustees.

      This Plan may be  terminated  at any time by a vote of a majority of the
Independent  Trustees  or by the  vote  of the  holders  of a  "majority"  (as
defined in the 1940 Act) of the Fund's  outstanding  Class N voting shares. In
the event of such  termination,  the Board and its Independent  Trustees shall
determine  whether the Distributor  shall be entitled to payment from the Fund
of all or a portion of the Service Fee and/or the Asset-Based  Sales Charge in
respect of Shares sold prior to the effective date of such termination.

8.    Disclaimer  of  Shareholder  and  Trustee  Liability.   The  Distributor
understands  that the  obligations of the Fund under this Plan are not binding
upon any  Trustee or  shareholder  of the Fund  personally,  but bind only the
Fund and the Fund's  property.  The Distributor  represents that it has notice
of the  provisions  of the  Declaration  of  Trust  of  the  Fund  disclaiming
shareholder and Trustee liability for acts or obligations of the Fund.


                                    Conservative Investor Fund,
                                    a series of Oppenheimer Portfolio Series


                                    By: /s/Robert G. Zack
                                    Robert G. Zack, Secretary


                                    OppenheimerFunds Distributor, Inc


                                    By: /s/James H. Ruff
                                    James H. Ruff, President