AMENDED AND RESTATED
CODE OF ETHICS
OF THE
OPPENHEIMER FUNDS
Dated as of March 1, 2000
This Code of Ethics has been adopted by each of the investment companies
for which OppenheimerFunds, Inc. ("OFI") or its subsidiaries acts as investment
adviser (the "Oppenheimer funds"); by OFI and each of its subsidiaries; and also
by OppenheimerFunds Distributor, Inc. ("OFDI"), the principal underwriter of the
Oppenheimer funds, in compliance with Rule 17j-1 (the "Rule") under the
Investment Company Act of 1940, as amended (the "Act"), to establish standards
and procedures for the detection and prevention of activities by which persons
having knowledge of recommended investments and investment intentions of the
Oppenheimer funds, other investment companies and other clients for which OFI or
its affiliates act as adviser or sub-adviser (collectively, "Advisory Clients")
may abuse their fiduciary duties and otherwise to deal with the type of conflict
of interest situations to which the rule is addressed.
In general, the fiduciary principles that govern personal investment
activities reflect, at the minimum, the following: (1) the duty at all times to
place the interests of Advisory Clients first; (2) the requirement that all
personal securities transactions be conducted consistent with the Code of Ethics
and in such a manner as to avoid any actual or potential conflict of interest or
any abuse of an individual's position of trust and responsibility; and (3) the
fundamental standard that Advisory Client personnel should not take
inappropriate advantage of their positions.
1. Important General Prohibitions
The specific provisions and reporting requirements of this Code of
Ethics are concerned primarily with those investment activities of a Covered
Person (as defined below) who may benefit from or interfere with the purchase or
sale of portfolio securities by Advisory Clients. However, both the Rule and
this Code of Ethics prohibit any officer or director of an Advisory Client as
well as any Affiliate (as defined below) from using information concerning the
investment intentions of Advisory Clients, or their ability to influence such
investment intentions, for personal gain or in a manner detrimental to the
interests of any Advisory Client. Specifically, the Rule makes it unlawful for
any such person, directly or indirectly in connection with the purchase or sale
of a "security held or to be acquired" by any Advisory Client to:
(i) employ any device, scheme or artifice to defraud such Advisory
Client;
(ii) make to such Advisory Client any untrue statement of a material
fact or omit to state to such Advisory Client a material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading;
(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any such
Advisory Client; or
(iv) engage in any manipulative practice with respect to such
Advisory Client.
2. Definitions - As used herein:
"Advisory Client" means any Oppenheimer fund, other investment company
or other client for which OFI or its affiliates act as adviser or
sub-adviser.
"Affiliate" means any officer, director, trustee or employee of OFI,
OFDI, Centennial Asset Management Corporation ("CAMC"), HarbourView
Asset Management Corporation ("HarbourView") or Trinity Investment
Management Corporation ("Trinity") as well as any persons who directly
or indirectly control (as defined in the Act) their activities. It
includes but is not limited to "Covered Persons," other than
Independent Directors.
"Beneficial Interest" means any interest by which an Affiliate or
Covered Person, or any member of his or her immediate family (relative
by blood or marriage) living in the same household, can directly or
indirectly derive a monetary benefit from the purchase, sale or
ownership of a security except such interests as a majority of the
Independent Directors of the affected Oppenheimer fund(s) shall
determine to be too remote for the purpose of this Code of Ethics.
"Covered Persons" means, in addition to the officers and directors of
OFI, OFDI, CAMC, HarbourView, Trinity and/or any of the Oppenheimer
funds (1) any person who, in connection with his regular functions or
duties, participates in the selection of, or regularly obtains
information regarding, the Securities currently being purchased, sold
or considered for purchase or sale by any Advisory Client, and who is
also an employee of OFI, CAMC, HarbourView, Trinity or any other entity
adopting this Code of Ethics or, for the purposes of Paragraph 5(j)
solely, the Sub-Adviser; and (2) any natural person in a control
relationship to an Advisory Client or its investment adviser who
obtains information concerning recommendations made to the Advisory
Client with regard to the purchase or sale of Securities by the
Advisory Client.
"Independent Director" means any director or trustee of an investment
company who is not an "interested person" of OFI, any of its parents or
subsidiaries, or any of the Oppenheimer funds as defined by Section
2(a)(19) of the Act.
"Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, the issuer of which immediately
before the registration, was not subject to the reporting requirements
of sections 13 or 15(d) of the Securities Exchange Act of 1934.
"Investment Person" means (1) a Portfolio Manager, (2) a securities
analyst or trader who provides information and advice to Portfolio
Managers or who helps execute a Portfolio Manager's decisions, (3) any
other person who, in connection with his/her duties, makes or
participates in making recommendations regarding an Advisory Client's
purchase or sale of securities, and (4) any natural person in a control
relationship to an Advisory Client or its investment adviser who
obtains information concerning recommendations made to the Advisory
Client with regard to the purchase or sale of Securities by the
Advisory Client.
"Oppenheimer fund" for purposes of this Code of Ethics means any
investment company registered under the Investment Company Act for
which OFI, CAMC, HarbourView, or Trinity is the investment adviser or
sub-adviser.
"Portfolio Manager" means an individual entrusted with the direct
responsibility and authority to make investment decisions affecting a
particular Advisory Client.
"Private Placement" means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to section 4(2) or section
4(6) or pursuant to rule 504, rule 505 or rule 506 under the Securities
Act of 1933.
"Security" includes any warrant or option to acquire or sell a security
and financial futures contracts, but excludes securities issued by the
U.S. government or its agencies, bankers' acceptances, bank
certificates of deposit, commercial paper, high quality short-term debt
instruments including repurchase agreements, and shares of any open-end
mutual fund not traded on an exchange which is not affiliated with OFI
or any affiliate of OFI. "High quality short-term debt instrument"
shall mean an instrument that has a maturity at issuance of less than
366 days and that is rated in one of the two highest rating categories
by a Nationally Recognized Statistical Rating Organization (NRSRO).
References to a "Security" in the Code of Ethics shall include any
warrant for, option in, or security or other instrument immediately
convertible into or whose value is derived from that "Security" and any
instrument or right which is equivalent to that "Security."
"Security Held or to be Acquired" by an Advisory Client means any
Security which, within the most recent 15 days (1) is or has been held
by the Advisory Client or (2) is being considered by the Advisory
Client or its investment adviser for purchase by the Advisory Client.
A security is "being considered for purchase or sale" from the time an
order is given by or on behalf of the Portfolio Manager to the order
room of an Advisory Client until all orders with respect to that
security are completed or withdrawn.
"Sub-Adviser" means an investment adviser that acts as a sub-adviser to
a portfolio advised by OFI or its affiliates.
3. Prohibited Transactions
(a) No Affiliate or Independent Director may purchase or sell any
Security in which he or she has or thereby acquires a Beneficial
Interest with actual knowledge that a decision to place an order
for the purchase or sale of the same Security by an Advisory
Client had been made or proposed.
(b) No Covered Person may purchase or sell any Security in which he or
she has or thereby acquires a Beneficial Interest with actual
knowledge that, at the same time, such security is "being
considered for purchase or sale" by an Advisory Client or that
such security is the subject of an outstanding purchase or sale
order by an Advisory Client.
(c) No Investment Person may purchase any Security in an Initial Public
Offering.
(d) No Investment Person may, without the express prior written approval of
the Administrator of this Code of Ethics which shall set forth the
rationale supporting such pre-approval, acquire any security in a
Private Placement, and if a Private Placement security is acquired,
such Investment Person must disclose that investment when he/she plays
a part in an Advisory Client's subsequent consideration of any
investment in that issuer, and in such circumstances, an independent
review shall be conducted by Investment Persons who do not have an
interest in the issuer and by the Administrator.
(e) A Portfolio Manager may not purchase or sell any Security within
seven (7) days before or after the purchase or sale of that
Security by an Advisory Client of which he/she is a Portfolio
Manager. Any profits realized with respect to such purchase or
sale shall be disgorged.
(f) An Investment Person may not purchase and sell or sell and
purchase any Security within any sixty (60) day period, with the
exception of the instruments listed in section 3(k) when used for
bona fide hedging purposes and with prior approval of the
Administrator of the Code of Ethics. Any profits realized on such
prohibited trades shall be disgorged.
(g) An Investment Person may not accept any gifts or anything else of
more than a de-minimis value from any person or entity that does
business with or on behalf of an Advisory Client.
(h) A purchase or sale of a Security by an Investment Person that is
otherwise permitted by this Code of Ethics may not be effected
until the Investment Person first obtains written pre-clearance
from the Administrator or the Administrator's designee and, if
such pre-clearance is obtained from the Administrator's designee,
a copy of the written pre-clearance is promptly received by the
Administrator.
(i) No Investment Person may serve on the board of directors or
trustees of a publicly-traded corporation or other business entity
without the prior written approval of the Administrator.
(j) No Covered Person other than an Independent Director may sell a
security short, except, with prior approval of the Administrator
of the Code of Ethics, a short sale as a hedge against a long
position in the same security.
(k) A Covered Person, with the exception of an Independent Director, may
not purchase or sell options or futures, other than options and
futures related to broad-based indices, U.S. Treasury
securities, currencies and long portfolio positions in the same
or a substantially similar security. When used as a bona
fide hedge and with prior approval of the Administrator of the
Code of Ethics, the instruments listed in this section 3(k) are
not subject to the 60-day hold requirement of section 3(f).
4. Exempt Transactions
Neither the prohibitions nor the reporting requirements of this Code
apply to:
(a) Purchases or sales of Securities for an account over which an
Affiliate or Covered Person has no direct control and does not
exercise indirect control.
(b) Involuntary purchases or sales made by either an Affiliate or
Covered Person or any Fund.
(c) Purchases which are part of an automatic dividend reinvestment
plan.
(d) Purchases resulting from the exercise of rights acquired from an
issuer as part of a pro rata distribution to all holders of a
class of securities of such issuer and the sale of such rights.
(e) Purchases or sales which receive the express written approval and
pre-clearance of the Administrator of this Code of Ethics because
the purchase or sale will not occasion the improper use of an
Advisory Client's proprietary information or an abuse of the
individual's position of trust and responsibility to an Advisory
Client and because:
(i) their potential harm to an Advisory Client is remote;
(ii)they would be unlikely to affect a highly institutional
market; or
(iii) they are clearly not related economically to
securities being considered for purchase or sale by an
Advisory Client.
5. Reporting Requirements
(a) Within ten (10) days after the end of each calendar quarter, all
Covered Persons shall make a written report to the Administrator
of this Code of Ethics of all non-exempt securities transactions
occurring in the quarter by which they acquired or disposed of a
Beneficial Interest in any security and if no non-exempt
transaction in a security occurred during the quarter, the written
report shall so state.
However, a Covered Person shall not be considered in violation of
this Code of Ethics for not making a quarterly report if all such
information required by that report is contained in trade
confirmations and account statements previously provided to the
Administrator of this Code of Ethics for the time period covered
by that quarterly report.
(b) An Independent Director need only report non-exempt transactions
(in which he or she has had a Beneficial Interest) in a Security
(excluding, for purposes of this subparagraph (b), open-end mutual
funds affiliated with OFI or any affiliate of OFI) which, at the
time, such Director knew, or in the ordinary course of fulfilling
his or her duties, should have known was purchased or sold or was
being or had been considered for purchase or sale by an Advisory
Client during the fifteen (15) day period immediately preceding or
after the date of the Independent Director's transaction and if no
non-exempt transaction in a security occurred during the quarter,
the written report, if any, shall so state. A written report will
not be required for any quarter in which an Independent Director
has only exempt transactions to report.
(c) Transactions in an account identified to the Administrator of this
Code of Ethics need not be otherwise reported if the Covered
Person shall have authorized disclosure of all securities
transactions in the account to the Administrator and furnished
such Administrator copies of all confirmations and monthly
statements pertaining to such account.
(d) Such quarterly report must contain the following information with
respect to each reportable transaction:
(i) Name(s) in which the account is registered and the date
the account was established;
(ii) Date and nature of the transaction (purchase, sale or any
other type of acquisition or disposition);
(iii)Title, number of shares, principal amount, interest rate and
maturity (as applicable) of each security and the price at
which the transaction was effected;
(iv) Name of the broker, dealer or bank with or through whom the transaction
was effected; and
(v) the date the report is submitted.
(e) Any such report may contain a statement that it is not to be
construed as an admission that the person making it has or had any
direct or indirect Beneficial Interest in any security to which
the report relates.
(f) All Covered Persons other than Independent Directors shall arrange
for copies of confirmations of all personal securities
transactions and periodic statements of securities accounts to be
sent directly to the Administrator.
(g) All Covered Persons other than Independent Directors shall
initially, within ten (10) days of becoming a Covered Person, and
at least annually thereafter make a written holdings report to the
Administrator of the Code of Ethics with the following information
(such information, as to the annual report, must be current as of
a date no more than 30 days before the report is submitted) :
(i) Name(s) in which the account is registered and the date
the account was established;
(ii) Title, number of shares, principal amount, interest rate
and maturity (as applicable) of each Security;
(ii) Name of the broker, dealer or bank with whom the account is maintained;
and
(iv) the date the report is submitted.
(h) All Covered Persons shall, at least annually, certify that they
have read and understand the Code of Ethics and recognize that
they are subject thereto.
(i) All Covered Persons other than Independent Directors shall certify
annually, that they have complied with the requirements of the
Code of Ethics and that they have disclosed or reported all
personal securities transactions and holdings required to be
disclosed or reported pursuant thereto.
(j) (1) The Sub-Adviser shall, within thirty (30) days after the
end of each calendar quarter, submit a written report to the
Administrator of the Code of Ethics setting forth all
personal securities transactions by all Covered Persons
employed by the Sub-Adviser which occurred within fifteen
(15) days of a transaction in the same security by an
Advisory Client advised by the Sub-Adviser; or
(2) Alternatively, where a Sub-Advisor for an Oppenheimer fund or
portfolio thereof has adopted its own Code of Ethics which is
acceptable to the Independent Directors of the Oppenheimer
funds and which complies with the provisions of the Rule,
then, if acceptable to the Board of Directors of the
Oppenheimer fund involved:
(i) the Sub-Adviser's Code of Ethics shall govern the
activities of the Sub-Adviser and its access persons;
(ii)the Administrator of the Sub-Adviser's Code of Ethics
shall, within thirty (30) days of the end of each
quarter, submit a report to the Board of Directors of
each Oppenheimer fund of which it is a Sub-Adviser:
(a) certifying that within the last quarter no violations
of such Code of Ethics have occurred with respect to
Covered Persons of the Oppenheimer funds affiliated
with the Sub-Adviser; or
(b) if any violations have occurred, a description of the
violation, the identity of the individual(s) involved
and the sanction, if any, imposed.
(iii) the Administrator of the Sub-Adviser's Code of Ethics
shall submit a report, at least annually, to the Board of
Directors of each Oppenheimer fund sub-advised by
Sub-Adviser, containing information similar to that
provided by the Administrator of this Code of Ethics
pursuant to Section 8(b)(x); and
(iv)the Administrator of this Code of Ethics shall not have
responsibility for overseeing the Code of Ethics of the
Sub-Adviser but shall request, on behalf of the Board of
Directors of the Oppenheimer funds, that Sub-Adviser
submit the reports required by this Section 5(j).
6. Confidentiality of Advisory Client Transactions
Until disclosed in a public report to shareholders or to the SEC in the
normal course, all information concerning the securities "being considered for
purchase or sale" by any Advisory Client shall be kept confidential by all
Covered Persons and disclosed by them only on a need to know basis in accordance
with practices and policies developed and periodically reviewed for their
continuing appropriateness by an officer of OFI designated for this purpose by
its Chairman or President. Any questions regarding confidentiality are to be
directed to the Administrator of this Code of Ethics or to OFI's General
Counsel. It shall be the responsibility of the Administrator of this Code of
Ethics to be familiar with such practices and policies and to report any
inadequacy found by him to OFI and the directors of the Oppenheimer funds or any
committee appointed by them to deal with such information.
7. Sanctions
Any violation of this Code of Ethics shall be subject to the imposition
of such sanctions by OFI as may be deemed appropriate under the circumstances to
achieve the purposes of the Rule and this Code of Ethics and may include
suspension or termination of employment, a letter of censure and/or restitution
of an amount equal to the difference between the price paid or received by the
affected Advisory Client(s) and the more advantageous price paid or received by
the offending person except that sanctions for violation of this Code of Ethics
by an Independent Director of an Oppenheimer fund will be determined by a
majority vote of its other Independent Directors.
8. Administration and Construction
(a) The administration of this Code of Ethics shall be the
responsibility of a person nominated by OFI and approved by the
Independent Directors of each of the Oppenheimer funds as the
"Administrator" of this Code of Ethics.
(b) The duties of such Administrator will include:
(i) Continuous maintenance of a current list of the names of
all Covered Persons with an appropriate description of
their title or employment;
(ii) Furnishing all Covered Persons a copy of this Code of Ethics
and initially and periodically informing them of their duties
and obligations thereunder;
(iii) Designating, as desired, appropriate personnel to
review transaction and holdings reports submitted by
Covered Persons;
(iv) Maintaining or supervising the maintenance of all records
required by the Code of Ethics;
(v) Preparing listings of all transactions effected by any
Covered Person within fifteen (15) days of the date on which
the same security was held, purchased or sold by an Advisory
Client;
(vi) Determining whether any particular securities transaction
should be exempted pursuant to the provisions of Paragraph
4(e) of this Code of Ethics;
(vii)Issuing either personally or with the assistance of counsel
as may be appropriate, any interpretation of this Code of
Ethics which may appear consistent with the objectives of the
Rule and this Code of Ethics.
(viii) Conducting such inspections or investigations, including
scrutiny of the listings referred to in the subparagraph (v)
above, as shall reasonably be required to detect and report,
with his/her recommendations, any apparent violations of this
Code of Ethics to OFI and to the directors of the affected
Oppenheimer funds or any committee appointed by them to deal
with such information;
(ix) Submitting a quarterly report to the Board of Directors of
each Oppenheimer fund potentially affected, containing a
description of any violation and the sanction imposed;
transactions which suggest the possibility of a violation;
interpretations issued by and any exemptions or waivers found
appropriate by the Administrator; and any other significant
information concerning the appropriateness of this Code of
Ethics.
(x) Submitting a written report at least annually to the Board of
Directors or Trustees of each Oppenheimer fund which:
(a) summarizes existing procedures concerning personal
investing and any changes in the procedures made
during the past year;
(b) identifies any violations requiring significant
remedial action during the past year and describes the
remedial action taken;
(c) identifies any recommended changes in existing
restrictions or procedures based upon experience under
the Code of Ethics, evolving industry practices or
developments in applicable laws or regulations;
(d) reports with respect to the implementation of this Code of Ethics
through orientation and training programs and on-going
reminders; and
(e) certifies that the procedures set forth in this Code of
Ethics were as reasonably necessary to prevent Covered
Persons from violating the Code of Ethics.
(xi) Maintaining periodic educational conferences to explain and
reinforce the terms of this Code of Ethics.
9. Required Records
The Administrator shall maintain and cause to be maintained in an
easily accessible place, the following records:
(a) A copy of any Code of Ethics adopted pursuant to the Rule which
has been in effect during the most recent five (5) year period;
(b) A record of any violation of any such Code of Ethics, and of any
action taken as a result of such violation, within five (5) years
from the end of the fiscal year of OFI in which such violation
occurred;
(c) A copy of each report made by a Covered Person, as well as trade
confirmations and account statements that contain information not
duplicated in such reports, within five (5) years from the end of
the fiscal year of OFI in which such report is made or information
is provided, the first two (2) years in an easily accessible
place;
(d) A copy of each report made by the Administrator within five (5)
years from the end of the fiscal year of OFI in which such report
is made or issued, the first two (2) years in an easily accessible
place;
(e) A list, in an easily accessible place, of all persons who are, or
within the most recent five (5) year period have been, required to
make reports pursuant to the Rule and this Code of Ethics or who
are or were responsible for reviewing these reports; and
(f) A record of any decision, and the reasons supporting the decision,
to permit an Investment Person to acquire a Private Placement
security, for at least five (5) years after the end of the fiscal
year in which permission was granted.
10. Amendments and Modifications
This Code of Ethics may not be amended or modified except in a written
form which is specifically approved by majority vote of the Independent
Directors of each of the Oppenheimer funds.
Dated as of: March 1, 2000
Adopted by the Board of the
Quest/Rochester/
MidCap Oppenheimer funds, August 1, 2000
/s/ Andrew J. Donohue
--------------------------
Andrew J. Donohue, Secretary
Adopted by the Board of the New
York-based
Oppenheimer funds, June 15, 2000
/s/ Andrew J. Donohue
-------------------------
Andrew J. Donohue, Secretary
Adopted by the Board of the Denver-based
Oppenheimer funds, June 27, 2000
/s/Andrew J. Donohue
-------------------------
Andrew J. Donohue, Secretary
APPENDICES - FORMS
These forms are for reporting purposes under this Code of Ethics, are
subject to change from time to time by the Administrator of this code of Ethics
or his/her designee, and are neither incorporated into nor are part of this Code
of Ethics.
I. Acknowledgement of Receipt of Code of Ethics
II. Initial Report and Annual Report of Personal Securities Holdings
III. Pre-Clearance of Personal Securities Trades
IV. Initial Public Offering Approval Request Form
V. Private Placement Approval Request Form
VI. Quarterly Report under the Code of Ethics
VII. Annual Certification of Compliance with Code of Ethics
Legag\code_2000MarchFINAL
67890
CODE OF ETHICS ACKNOWLEDGEMENT
To: Administrator of Code of Ethics
I hereby certify to
OppenheimerFunds, Inc. ("OFI") and the Oppenheimer funds that I have read and
understand the Code of Ethics, I recognize that I am subject to the Code of
Ethics, and I will act in accordance with the policies and procedures expressed
in the Code of Ethics.
Date:______________________
---------------------------
Signature
---------------------------
Print Name
<PAGE>
67890
PERSONAL SECURITIES ACCOUNT AND HOLDINGS NOTIFICATION FORM
(ATTACH COPIES OF STATEMENTS FOR ACCOUNTS LISTED BELOW)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------------------
EMPLOYEE NAME/EXT. DEPARTMENT/TITLE DIRECT SUPERVISOR
==========================================================================================================================
==========================================================================================================================
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
NAME IN WHICH PERSONAL SECURITIES BROKER/INSTITUTION'S NAME AND MAILING
ACCOUNT IS HELD(1) ADDRESS ACCOUNT NUMBER
==========================================================================================================================
==========================================================================================================================
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
OTHER PERSONAL HOLDINGS(2) (NOT INCLUDED IN STATEMENTS FOR
ACCOUNTS LISTED ABOVE)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Number of Shares,
Trade Description Type of or Principal Unit Total Cost Name of Broker,
Date of Security Transaction Amount, Interest Price or Proceeds Dealer or Bank
Rate & Maturity
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
I CERTIFY THAT THE INFORMATION CONTAINED IN THIS STATEMENT IS ACCURATE AND
THAT LISTED ABOVE ARE ALL PESONAL SECURITIES ACCOUNTS AND PERSONAL HOLDINGS IN
WHICH I HAVE BENEFICIAL INTEREST OR OVER WHICH I EXERCISE INVESTMENT CONTROL.
------------------------------------------ ---------------------
EMPLOYEE SIGNATURE DATE OF HIRE
(1)List your own securities account as well as those accounts in
which you have a financial interest or over which you exercise investment
control.
(2)List your personal holdings not reflected in the attached account
statements.
<PAGE>
67890
Personal Securities Trading Authorization
PRE-CLEARANCE FORM
-----------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Buy Estimated
Security Identifier Or Date/Time
Name of Security (CUSIP or ticker Sell Name of Broker Brokerage Of Trade*
symbol) Account #
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Pre-clearance is effective for current business day and next business day
only.
Yes No
Pre-clearance:
Granted |_| Denied |_|
|_| |_| Existing Trade on
the trading desk?
|_| |_| If pre-clearance
is requested by a portfolio manager: If pre-clearance
if requested by a portfolio manager and is granted, such
owas this security traded by a fund managed by this portfolio
manager hereby acknowledges, by his/her signature below, that
portfolio manager within the prior seven days? neither he/she nor
any co-portfolio manager will, within the next seven days,
trade this
security in any fund which he/she/they manage(s).
If the answer to either is yes, pre-clearance is denied.
Requested by:___________________________________________
-----------------
(Signature) (Date)
-------------------------------------------
(Print Name)
Authorization for Authorization for
Fixed
Equity Securities:________________________________ _____________
Income Securities: ______________________________
----------
Joy Milan Date
Donna Hymes Date
<PAGE>
67890
------------------------------------------------------------------------------
Initial Public Offering Approval Request
Note: Investment persons, as defined in Oppenheimer Funds Code of Ethics,
may not purchase any security in an Initial Public Offering
------------------------------
--------------------------------
Name ( Please Print) Department
1. Name of
issuer:--_________________________________________________________________
2. Type of security: ? Equity ? Fixed Income
3. Planned date of
transaction:__________________________________________________________
4. Size of
offering:__________________________________________________________
5. Number of shares to be
purchased:______________________________________________________
6. What firm is making this IPO available to
you?_________________________________________________________________
7. Do you do business with this firm in connection with your job duties?
-----------------------------------------------
8. Do you believe this IPO is being made available to you in order to influence
brokerage order flow for fund or client accounts?
------------------------------------------------------------------------
9. Have you in the past received IPO allocations from this
firm? ? Yes ? No
If "yes", please provide a list of all previously purchased IPO's
----------------------------------------------------
----------------------------------------------------------------------------
------------------------------------------------------------------------
10. To your knowledge, are other
OppenheimerFunds personnel or clients involved? ? Yes ? No
If "yes", please describe
----------------------------------------------------------------
-----------------------------------------------------------------------
11. Describe how you became aware of this investment opportunity:
---------------------------------------------------
----------------------------------------------------------------------
--------------------------------------------------------------------
I understand that approval, if granted, is based upon the information provided
herein and I agree to observe any conditions imposed upon such approval.
I represent (i) that I have read and understand the Oppenheimer Funds Code of
Ethics with respect to personal trading and recognize that I am subject thereto;
(ii) that the above trade is in compliance with the Code; (iii) that to the best
of my knowledge the above trade does not represent a conflict of interest, or an
appearance of a conflict of interest, with any client or fund; and (iv) that I
have no knowledge of any pending client orders in this security. Furthermore, I
acknowledge that no action should be taken by me to effect the trade(s) listed
above until I have received formal approval.
=========================================
Signature
Date
Date Received by Legal Department: ____________________________________
Approved: _______________________________ Disapproved:
_______________________ Date: _________________
Name: Name
Title: Title:
<PAGE>
67890
------------------------------------------------------------------------------
Private Placement Approval Request
(Attach a copy of the Private Placement Memorandum, Offering Memorandum or
any other relevant documents)
------------------------------
--------------------------------
Name and Title ( Please Print)
Department
1. Name of corporation, partnership or other entity (the "Organization")
------------------------------------------------
2. Is the Organization: ? Public ? Private
3. Type of security or fund:
------------------------------------------------------------------
4. Nature of participation (e.g., Stockholder, General Partner, Limited
Partner). Indicate all applicable: __________________________
5. Planned date of transaction:
------------------------------------------------------------------
6. Size of offering (if a fund, size of fund):
-------------------------------------------------------------------------
7. Size of your participation:
-----------------------------------------------------------------
8. Would the investment carry limited or unlimited liability? ?
Yes ? No
9. To your knowledge, are other OppenheimerFunds personnel or clients
involved? ? Yes ? No If "yes", please describe:
--------------------------------------------------------------------
10. Describe the business to be conducted by the Organization:
------------------------------------------------------
-------------------------------------------------------------------
11. If Organization is a fund:
o Describe investment objectives of the fund (e.g., value, growth, core
or specialty)
-----------------------------------------------------------------
12. For portfolio managers:
o Does a fund that you manage have an investment objective that would
make this Private Placement an opportunity that should first be
made available to a fund or client you manage money for? ?
Yes ? No
If "yes", please describe which client or fund:
-----------------------------------------------------------------
13. Will you participate in any investment decisions? ? Yes ?
No If "yes", please describe:
------------------------------------------------------------------
14. Describe how you become aware of this investment opportunity:
--------------------------------------------------------------------
I understand that approval, if granted, is based upon the information provided
herein and I agree to observe any conditions imposed upon such approval. I will
notify the Legal Department in writing if any aspect of the investment is
proposed to be changed (e.g., investment focus, compensation, involvement in
organization's management) and I hereby acknowledge that such changes may
require further approvals, or divestiture of the investment by me.
I represent (i) that I have read and understand the Oppenehimer Funds Code of
Ethics with respect to personal trading and recognize that I am subject thereto;
(ii) that the above trade is in compliance with the Code; (iii) that to the best
of my knowledge the above trade does not represent a conflict of interest, or an
appearance of a conflict of interest, with any client or fund; and (iv) that I
have no knowledge of any pending client orders in this security. Furthermore, I
acknowledge that no action should be taken by me to effect the trade(s) listed
above until I have received formal approval.
---------------------------------------------------------
-----------------------------------------
Signature
Date
Date Received by Legal Department: ____________________________________
Approved: _______________________________ Disapproved:
_______________________ Date: __________________
Name: Name
Title: Title:
<PAGE>
!@#$%
TO: Administrator of the Code of Ethics DATE:
-------------------------
FROM: ___________________________ (Print Name) RE: Quarterly
Report
As a covered person under the Code of Ethics of OppenheimerFunds, Inc. I hereby
confirm that, other than accounts and the transactions listed below, I have no
other securities accounts and have not made any purchases or sales of securities
covered by the Code during the quarter ended __________________ except (i)
transactions through a brokerage account listed below for which copies of all
confirmations and statements have been furnished to you, or (ii) transactions in
shares of one or more of the Oppenheimer funds in an account identified as an
OFI Employees Account in the Dealer section of the Account Statement.
I understand that the Code of Ethics covers all securities transactions for (i)
my personal account; (ii) any account in which I have a beneficial interest;
(iii) any account maintained by a relative residing with me; and (iv) any
account over which I have any discretionary powers of investment. All securities
are covered except U.S. Treasury securities, money market instruments and
non-Oppenheimer open-end mutual funds. I also understand inaccurate completion
of this form may result in disciplinary sanctions. All brokerage accounts
subject to the Code of Ethics are described below. If there are no brokerage
accounts subject to the Code of Ethics, write "none" below.
NOTE: YOU MUST COMPLETE ALL BROKERAGE ACCOUNT INFORMATION EVEN IF YOU HAVE
PREVIOUSLY SUBMITTED THIS INFORMATION. AN INCOMPLETE REPORT WILL BE RETURNED
TO YOU FOR PROPER COMPLETION.
------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Firm Name / Address Account Number Name(s) In Which Account Is
Registered
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-----------------------------------------------------------------------------
---------------------------------------------------------------------------
-----------------------------------------------------------------------------
-------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>
Transactions: List only if done through a broker who has NOT forwarded copies of
your account statements to the Code Administrator; or if done in any Oppenheimer
funds account NOT identified as an OFI Employees Account. If there are no
transactions to report, write "none" below.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------
Number of
Trade DescriptioType of Shares, or Unit Total Cost Name of Broker,
Date Of Transaction Principal Price or Proceeds Dealer or Bank
Security Amount,
interest
rate &
maturity
---------------------------------------------------------------------------
--------------------------------------------------------------------------
---------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
---------------------------------------------------------------------------
</TABLE>
THIS REPORT IS TO BE COMPLETED, DATED, SIGNED AND RETURNED TO THE ADMINISTRATOR
OR THE ADMINISTRATOR'S DESIGNEE ON OR BEFORE THE 10TH CALENDAR DAY AFTER
QUARTER-END.
-------------------------------------------
Signature
<PAGE>
67890
CODE OF ETHICS
------------------------------------------------------------------------------
Annual Certification
TO: Administrator of the Code of Ethics
RE: Annual Certification of Compliance - Sections 5(h) and 5(i):
In accordance with the requirements of Sections 5(h) and 5(i) of the
Oppenheimer Funds Inc. Code of Ethics ("Code of Ethics") I hereby certify that:
(1) I have read and understand the Code of Ethics and I recognize that
I am subject to it;
(2) I have complied with the requirements of the Code of Ethics; and
(3) I have disclosed or reported all personal securities transactions and
holdings as required under the Code of Ethics.
By: _______________________________
Signature
-------------------------------
Print Name
Date: _______________________________
