EX-99.CODE ETH
CODE OF ETHICS
FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
OF THE OPPENHEIMER FUNDS
AND OF OPPENHEIMERFUNDS, INC.
This Code of Ethics for Principal Executive and Senior Financial Officers
(referred to in this document as the "Code") has been adopted by each of the
investment companies for which OppenheimerFunds, Inc. or one of its
subsidiaries or affiliates (referred to collectively in this document as "OFI")
acts as investment adviser (individually, a "Fund" and collectively, the
"Funds"), and by OFI to effectuate compliance with Section 406 under the
Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406.
This Code applies to each Fund's principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions ("Covered Officers"). A listing of positions
currently within the ambit of Covered Officers is attached as EXHIBIT A. 1
1. PURPOSE OF THE CODE
This Code sets forth standards and procedures that are reasonably designed to
deter wrongdoing and promote:
o honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o full, fair, accurate, timely, and understandable disclosure
in reports and documents that a Fund files with, or submits
to, the U.S. Securities and Exchange Commission ("SEC") and
in other public communications made by the Fund;
o compliance with applicable governmental laws, rules and
regulations;
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1 The obligations imposed by this Code on Covered Officers are separate from
and in addition to any obligations that may be imposed on such persons as
Covered Persons under the Code of Ethics adopted by the Oppenheimer Funds dated
May 15, 2002, under Rule 17j-1 of the Investment Company Act of 1940, as
amended and any other code of conduct applicable to Covered Officers in
whatever capacity they serve. This Code does not incorporate by reference any
provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or
waivers granted under the Rule 17j-1 Code of Ethics will not be considered a
violation or waiver under this Code.
o the prompt internal reporting of violations of this Code to
the Code Administrator identified below; and
o accountability for adherence to this Code.
In general, the principles that govern honest and ethical conduct,
including the avoidance of conflicts of interest between personal and
professional relationships, reflect, at the minimum, the following: (1) the
duty at all times in performing any responsibilities as a Fund financial
officer, controller, accountant or principal executive officer to place the
interests of the Funds ahead of personal interests; (2) the fundamental
standard that Covered Officers should not take inappropriate advantage of their
positions; (3) the duty to assure that a Fund's financial statements and
reports to its shareholders are prepared honestly and accurately in accordance
with applicable rules, regulations and accounting standards; and (4) the duty
to conduct the Funds' business and affairs in an honest and ethical manner.
Each Covered Officer should be sensitive to situations that may give rise to
actual as well as apparent conflicts of interest.
It is acknowledged that, as a result of the contractual relationship
between each Fund and OFI, of which the Covered Officers are also officers or
employees, and subject to OFI's fiduciary duties to each Fund, the Covered
Officers will, in the normal course of their duties, be involved in
establishing policies and implementing decisions that will have different
effects on OFI and the Funds. It is further acknowledged that the participation
of the Covered Officers in such activities is inherent in the contractual
relationship between each Fund and OFI and is consistent with the expectations
of the Board of Trustees/Directors of the performance by the Covered Officers
of their duties as officers of the Funds.
2. PROHIBITIONS
The specific provisions and reporting requirements of this Code are
concerned primarily with promoting honest and ethical conduct and avoiding
conflicts of interest in personal and professional relationships. No Covered
Officer may use information concerning the business and affairs of a Fund,
including the investment intentions of a Fund, or use his or her ability to
influence such investment intentions, for personal gain to himself or herself,
his or her family or friends or any other person or in a manner detrimental to
the interests of a Fund or its shareholders.
No Covered Officer may use his or her personal influence or personal
relationships to influence the preparation and issuance of financial reports of
a Fund whereby the Covered Officer would benefit personally to the detriment of
the Fund and its shareholders.
No Covered Officer shall intentionally for any reason take any action or
fail to take any action in connection with his or her official acts on behalf
of a Fund that causes the Fund to violate applicable laws, rules and
regulations.
No Covered Officer shall, in connection with carrying out his or her
official duties and responsibilities on behalf of a Fund:
(i) employ any device, scheme or artifice to defraud a Fund or its
shareholders;
(ii) intentionally cause a Fund to make any untrue statement of a
material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under
which they are made, not misleading in its official documents,
regulatory filings, financial statements or communications to the
public;
(iii) engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon any Fund or its
shareholders;
(iv) engage in any manipulative practice with respect to any Fund;
(v) use his or her personal influence or personal relationships to
influence any business decision, investment decisions, or financial
reporting by a Fund whereby the Covered Officer would benefit
personally to the detriment of the Fund or its shareholders;
(vi) intentionally cause a Fund to fail to comply with applicable laws,
rules and regulations, including failure to comply with the
requirement of full, fair, accurate, understandable and timely
disclosure in reports and documents that a Fund files with, or
submits to, the SEC and in other public communications made by the
Fund;
(vii) intentionally mislead or omit to provide material information to
the Fund's independent auditors or to the Board of
Trustees/Directors or the officers of the Fund or its investment
adviser in connection with financial reporting matters;
(viii) fail to notify the Code Administrator or the Chief Executive
Officer of the Fund or its investment adviser promptly if he or she
becomes aware of any existing or potential violations of this Code
or applicable laws;
(ix) retaliate against others for, or otherwise discourage the reporting
of, actual or apparent violations of this Code; or
(x) fails to acknowledge or certify compliance with this Code if
requested to do so.
3. REPORTS OF CONFLICTS OF INTERESTS
If a Covered Officer becomes aware of a conflict of interest under this
Code or, to the Covered Officer's reasonable belief, the appearance of one, he
or she must immediately report the matter to the Code's Administrator. If the
Code Administrator is involved or believed to be involved in the conflict of
interest or appearance of conflict of interest, the Covered Officer shall
report the matter directly to the OFI's Chief Executive Officer.
Upon receipt of a report of a conflict, the Code Administrator will take
prompt steps to determine whether a conflict of interest exists. If the Code
Administrator determines that an actual conflict of interest exists, the Code
Administrator will take steps to resolve the conflict. If the Code
Administrator determines that the appearance of a conflict exists, the Code
Administrator will take appropriate steps to remedy such appearance. If the
Code Administrator determines that no conflict or appearance of a conflict
exists, the Code Administrator shall meet with the Covered Officer to advise
him or her of such finding and of his or her reason for taking no action. In
lieu of determining whether a conflict or appearance of conflict exists, the
Code Administrator may in his or her discretion refer the matter to the Fund's
Board of Trustees/Directors.
4. WAIVERS
Any Covered Officer requesting a waiver of any of the provisions of this
Code must submit a written request for such waiver to the Code Administrator,
setting forth the basis of such request and all necessary facts upon which such
request can be evaluated. The Code Administrator shall review such request and
make a written determination thereon, which shall be binding. The Code
Administrator may in reviewing such request, consult at his discretion with
legal counsel to OFI or to the Fund.
In determining whether to waive any of the provisions of this Code, the
Code Administrator shall consider whether the proposed waiver:
(i) is prohibited by this Code;
(ii) is consistent with honest and ethical conduct; and
(iii) will result in a conflict of interest between the Covered Officer's
personal and professional obligations to a Fund.
In lieu of determining whether to grant a waiver, the Code Administrator
in his or her discretion may refer the matter to the appropriate Fund's Board
of Trustees/Directors.
5. REPORTING REQUIREMENTS
(a) Each Covered Officer shall, upon becoming subject to this Code, be
provided with a copy of this Code and shall affirm in writing that
he or she has received, read, understands and shall adhere to this
Code.
(b) At least annually, all Covered Officers shall be provided with a
copy of this Code and shall certify that they have read and
understand this Code and recognize that they are subject thereto.
(c) At least annually, all Covered Officers shall certify that they
have complied with the requirements of this Code and that they have
disclosed or reported any violations of this Code to the Code
Administrator or the Chief Executive Officer of the Fund or its
investment adviser.
(d) The Code Administrator shall submit a quarterly report to the Board
of Trustees/Directors of each Fund containing (i) a description of
any report of a conflict of interest or apparent
conflict and the disposition thereof; (ii) a description of any
request for a waiver from this Code and the disposition thereof;
(iii) any violation of the Code that has been reported or found and
the sanction imposed; (iv) interpretations issued under the Code by
the Code Administrator; and (v) any other significant information
arising under the Code including any proposed amendments.
(e) Each Covered Officer shall notify the Code Administrator promptly
if he or she knows of or has a reasonable belief that any violation
of this Code has occurred or is likely to occur. Failure to do so
is itself a violation of this Code.
(f) Any changes to or waivers of this Code, including "implicit"
waivers as defined in applicable SEC rules, will, to the extent
required, be disclosed by the Code Administrator or his or her
designee as provided by applicable SEC rules. 2
6. ANNUAL RENEWAL
At least annually, the Board of Trustees/Directors of each Fund shall
review the Code and determine whether any amendments (including any amendments
that may be recommended by OFI or the Fund's legal counsel) are necessary or
desirable, and shall consider whether to renew and/or amend the Code.
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 this Code and may include, without limitation, a
letter of censure, suspension from employment or termination of employment, in
the sole discretion of OFI.
8. ADMINISTRATION AND CONSTRUCTION
(a) The administration of this Code of Ethics shall be the
responsibility of OFI's General Counsel or his designee as the
"Code Administrator" of this Code, acting under the terms of this
Code and the oversight of the Trustees/Directors of the Funds.
(b) The duties of such Code Administrator will include:
(i) Continuous maintenance of a current list of the names of all
Covered Officers;
(ii) Furnishing all Covered Officers a copy of this Code and
initially and periodically informing them of their duties and
obligations thereunder;
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2 An "implicit waiver" is the failure to take action within a reasonable period
of time regarding a material departure from a provision of this Code that has
been made known to the General Counsel, the Code Administrator, an executive
officer of the Fund or OFI.
(iii) Maintaining or supervising the maintenance of all records
required by this Code, including records of waivers granted
hereunder;
(iv) Issuing interpretations of this Code which appear to the Code
Administrator to be consistent with the objectives of this
Code and any applicable laws or regulations;
(v) Conducting such inspections or investigations as shall
reasonably be required to detect and report any violations of
this Code, with his or her recommendations, to the Chief
Executive Officer of OFI and to the Trustees/Directors of the
affected Fund(s) or any committee appointed by them to deal
with such information; and
(vi) Periodically conducting educational training programs as
needed to explain and reinforce the terms of this Code.
(c) In carrying out the duties and responsibilities described under
this Code, the Code Administrator may consult with legal counsel,
who may include legal counsel to the applicable Funds, and such
other persons as the Administrator shall deem necessary or
desirable. The Code Administrator shall be protected from any
liability hereunder or under any applicable law, rule or
regulation, for decisions made in good faith based upon his or her
reasonable judgment.
9. REQUIRED RECORDS
The Administrator shall maintain and cause to be maintained in an easily
accessible place, the following records for the period required by applicable
SEC rules (currently six years following the end of the fiscal year of OFI in
which the applicable event or report occurred):
(a) A copy of any Code which has been in effect during the period;
(b) A record of any violation of any such Code and of any action taken
as a result of such violation, during the period;
(c) A copy of each annual report pursuant to the Code made by a Covered
Officer during the period;
(d) A copy of each report made by the Code Administrator pursuant to
this Code during the period;
(e) A list of all Covered Officers who are or have been required to
make reports pursuant to this Code during the period, plus those
person(s) who are or were responsible for reviewing these reports;
(f) A record of any request to waive any requirement of this Code, the
decision thereon and the reasons supporting the decision; and
(g) A record of any report of any conflict of interest or appearance of
a conflict of interest received by the Code Administrator or
discovered by the Code Administrator during the period, the
decision thereon and the reasons supporting the decision.
10. AMENDMENTS AND MODIFICATIONS
This Code may not be amended or modified except by an amendment in
writing which is approved or ratified by OFI and by a majority vote of the
Independent Trustees/Directors of each of the applicable Funds.
11. CONFIDENTIALITY.
This Code is identified for the internal use of the Funds and OFI.
Reports and records prepared or maintained under this Code are considered
confidential and shall be maintained and protected accordingly to the extent
permitted by applicable laws, rules and regulations. Except as otherwise
required by law or this Code, such matters shall not be disclosed to anyone
other than the Trustees/Directors of the affected Fund(s) and their counsel,
the independent auditors of the affected Funds and/or OFI, and to OFI, except
as such disclosure may be required pursuant to applicable judicial or
regulatory process.
Dated as of: June 25, 2003
Adopted by Board I of the Oppenheimer Funds
June 13, 2003
/S/ ROBERT G. ZACK
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Robert G. Zack, Secretary
Adopted by Board II of the Oppenheimer/Centennial Funds
June 24, 2003
/S/ ROBERT G. ZACK
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Robert G. Zack, Secretary
Adopted by Board III of the Oppenheimer Funds
June 9, 2003
/S/ ROBERT G. ZACK
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Robert G. Zack, Secretary
Adopted by Board IV of the Oppenheimer Funds
May 21, 2003
/S/ ROBERT G. ZACK
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Robert G. Zack, Secretary
Adopted by the Boards of Directors of
OppenheimerFunds, Inc. and its subsidiaries and affiliates
that act as investment adviser to the Oppenheimer or Centennial funds
June 1, 2003
/S/ ROBERT G. ZACK
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Robert G. Zack, Senior Vice President and General Counsel
Exhibit A
Positions Covered by this Code of Ethics for Senior Officers
EACH OPPENHEIMER OR CENTENNIAL FUND
Principal Executive Officer
Principal Financial Officer
Treasurer
Assistant Treasurer
PERSONNEL OF OFI WHO BY VIRTUE OF THEIR JOBS PERFORM CRITICAL FINANCIAL AND
ACCOUNTING FUNCTIONS FOR OFI ON BEHALF OF A FUND, INCLUDING:
Treasurer
Senior Vice President/Fund Accounting
Vice President/Fund Accounting