AMENDED AND RESTATED
                                CODE OF ETHICS
                                    OF THE
                  OPPENHEIMER FUNDS, OPPENHEIMERFUNDS, INC.
                   (including affiliates and subsidiaries)
                                     and
                      OPPENHEIMERFUNDS DISTRIBUTOR, INC.

                          Dated as of March 31, 2006



                              Table of Contents

1.    Introduction and Purpose of the Code of Ethics.........................2

2.    Statement of General Principles........................................3

3.    Standards of Business Conduct..........................................3

4.    Definitions............................................................5

5.    All Employees--Restrictions on Outside Business Activities..............9

6.    All Employees--Restrictions on Gifts from Business Associates...........9

7.    All Employees--Investments in Oppenheimer Funds.........................9

8.    All Employees and Access Persons--Requirements for Personal Accounts...10

9.    Access Persons--Prohibited Transactions in Securities..................10

10.   Investment Persons--Prohibited Transactions in Securities..............11

11.   Reporting Requirements................................................13

12.   Certifications........................................................16

13.   Independent Directors.................................................16

14.   Penalties and Sanctions...............................................16

15.   Duties of the Code of Ethics Oversight Committee......................17

16.   Duties of the Code Administrator......................................17

17.   Recordkeeping.........................................................18

18.   Amendments............................................................19





1.    Introduction and Purpose of the Code of Ethics.

      As an investment management firm, OppenheimerFunds, Inc., its
affiliates and subsidiaries (collectively defined below as "OFI"), owe a
fiduciary responsibility to our clients, including the Oppenheimer funds.
Accordingly, OFI and every Employee of OFI owe those clients a duty of
undivided loyalty.  Our clients entrust us with their financial well-being
and expect us to act in their best interests at all times.  OFI seeks to
maintain a reputation for fair dealing, honesty, candor, objectivity and
unbending integrity by conducting our business on a set of shared values and
principles of trust.

      This Code of Ethics ("Code") establishes standards of conduct expected
of all Employees and addresses conflicts that arise from Employees' personal
trading and other activities.  Every Employee of OFI is expected to fully
understand and adhere to the policies and procedures set forth in this Code.
As each Employee must be aware, we work in a highly regulated industry and
are governed by an ever-increasing body of federal, state, and international
laws and numerous rules and regulations which, if not observed, can subject
OFI and/or its Employees to regulatory sanctions.

      The investment companies for which OFI or Centennial Asset Management
Corporation ("CAMC") acts as investment adviser (collectively referred to as
the "Oppenheimer Funds"); (ii) OFI, CAMC, OFI's other subsidiaries or
directly controlled affiliates that are registered investment advisers(1);
and (iii) OppenheimerFunds Distributor, Inc. ("OFDI"), the principal
underwriter of the Oppenheimer Funds (hereinafter, these entities are
collectively referred to as "OFI"), have adopted this Code of Ethics ("Code")
in compliance with Rule 17j-1 under the Investment Company Act of 1940, as
amended ("1940 Act"), or Rule 204A-1 under the Investment Advisers Act of
1940, as amended ("Advisers Act").

      The Code is designed to establish procedures for the detection and
prevention of activities by which persons having knowledge of the holdings,
recommended investments and investment intentions of the Oppenheimer Funds,
other investment companies and other clients for which OFI acts 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 addressed by Rule 17j-1 and Rule 204A-1.

      Although the Code is intended to provide each Employee with guidance
and certainty as to whether or not certain actions or practices are
permissible, it does not cover every issue an Employee may face.  In this
regard, OFI also maintains other compliance-oriented policies and procedures
(including among others, a Code of Conduct, a Gift Policy, a Policy to Detect
and Prevent Insider Trading and a Policy Governing Dissemination of Fund
Portfolio Holdings) that may be directly applicable to an Employee's specific
responsibilities and duties.  (Those other policies and this Code are
available to all OFI employees through OFI's internal employee website
(OPnet).)  Nevertheless, this Code should be viewed as a guide for each
Employee and OFI with respect to how we jointly must conduct our business to
live up to our guiding tenet that the interests of our clients and customers
must always come first.

      If you have any questions about this Code, you should discuss them with
the Code Administrator as soon as possible to ensure that you remain in
compliance with the Code at all times.  In the event that any provision of
this Code conflicts with any other OFI policy or procedure, the provisions of
this Code shall apply.  Please understand that you are expected to adhere to
all company policies at all times.

      All OFI Employees are expected to read the Code carefully and observe
and adhere to its guidance at all times.  All OFI Employees have an
obligation to provide notice to the Code Administrator on a timely basis if
there is a change to their duties, responsibilities or title which affects
their reporting status under this Code.

2.    Statement of General Principles.  In general, every Employee must
observe the following fiduciary principles with respect to his or her
personal investment activities:

            (a)   At all times,  each  Employee  must place the  interests  of
      Advisory Clients first;

            (b)   All personal  securities  transactions of each Employee must
      be conducted  consistent with this Code and in such a manner as to avoid
      any  actual  or  potential  conflict  of  interest  or any  abuse of the
      Employee's position of trust and responsibility; and

            (c)   No Employee should take inappropriate advantage of his or
      her position at OFI.

3.    Standards of Business Conduct

      Although the reporting requirements in Section 11 of this Code apply to
all Employees, the specific trading and pre-approval provisions in sections 9
and 10 are concerned primarily with those investment activities of an "Access
Person" and an "Investment Person" (as defined in Section 4) who may benefit
from or interfere with the purchase or sale of portfolio securities by
Advisory Clients.  However, all Employees are prohibited from using
information concerning the investment intentions of Advisory Clients for
personal gain or in a manner detrimental to the interests of any Advisory
Client.  In this regard, each Employee also should refer to the separate Code
of Conduct which governs certain other activities of Employees.  In addition
to this Code and the separate Code of Conduct, all Employees must comply with
the following general standards of business conduct.

            (a)   Compliance with Laws and Regulations.  All Employees must
comply with all federal, state and local laws, rules and regulations
applicable to the business or operations of OFI, including, but not limited
to, the federal securities laws.(2)  In particular, Employees (including all
Access Persons) are not permitted, in connection with the purchase or sale,
directly or indirectly, of a Security Held or to Be Acquired by an 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.

            (b)   Conflicts of Interest.  As a fiduciary, OFI has an
affirmative duty of care, loyalty, honesty, and good faith to act in the best
interests of its clients. Compliance with this duty can be achieved by trying
to avoid conflicts of interest and by fully disclosing all material facts
concerning any conflict that does arise with respect to any client.  All
Employees must try to avoid situations that have even the appearance of
conflict or impropriety.  (See also the section titled "Conflicts of
Interests" in the separate Code of Conduct.)

            (c)   Conflicts Among Client Interests.  Conflicts of interest
may arise when OFI or its Employees have reason to favor the interests of one
client over another client (e.g., larger accounts over smaller accounts,
accounts compensated by performance fees over accounts not so compensated,
accounts in which Employees have made material personal investments, accounts
of close friends or relatives of Employees).  Such inappropriate favoritism
of one client over another client would constitute a breach of fiduciary duty
and is expressly prohibited.  (See also the section titled "Conflicts of
Interests" in the separate Code of Conduct.)

            (d)   Competing with Client Trades. All Employees are prohibited
from using knowledge about pending or currently considered securities
transactions for clients to profit personally, directly or indirectly, as a
result of such transactions, including by purchasing or selling such
securities.  This means that no Employee may purchase or sell a security for
his or her personal account with actual knowledge that an order to buy or
sell the same security has been made for an Advisory Client or is being
considered for an Advisory Client until such information is made publicly
available.  Conflicts raised by personal securities transactions also are
addressed more specifically in Sections 7-10 of this Code.

            (e)   Confidentiality of Advisory Client Transactions.  Until
disclosed in a public report to shareholders or to the SEC in the normal
course, all information concerning Securities "Being Considered for Purchase
or Sale" by any Advisory Client shall be kept confidential by all Employees
and disclosed by them only on a need to know basis in accordance with Policy
Governing Dissemination of Fund Portfolio Holdings or any other related
policies adopted by OFI from time to time.  (See also the section titled
"Confidentiality" in the Code of Conduct.)

            (f)   Disclosure of Oppenheimer Funds Portfolio Holdings.  Until
publicly disclosed, an Oppenheimer Fund's portfolio holdings are proprietary,
confidential business information.  All Employees are subject to OFI's and
the Funds' separate "Policy Governing Dissemination of Fund Portfolio
Holdings" which sets forth the conditions under which an Employee may
disclose information about an Oppenheimer Fund's portfolio holdings.  In
general, the policy is designed to assure that information about portfolio
holdings is distributed in a manner that conforms to applicable laws and
regulations and to prevent that information from being used in a manner that
could negatively affect a fund's investment program or otherwise enable third
parties to use that information in a manner that is not in the best interests
of a Fund.  Generally, any non-public portfolio holding information may only
be distributed pursuant to a confidentiality agreement approved by OFI's
Legal Department.

            (g)   Insider Trading.  All Employees are subject to OFI's
separate insider trading policies and procedures which are considered an
integral part of this Code.  In general, all Employees are prohibited from
trading, either personally or on behalf of others, while in possession of
material, nonpublic information. Employees are also prohibited from
communicating material nonpublic information to others in violation of the
law.

            (h)   Personal Securities Transactions. All Employees must
strictly comply with OFI's policies and procedures regarding personal
securities transactions.  As explained in further detail throughout this
Code, the Code sets forth the certain standards for personal trading by
persons subject to its provisions.  For example, no Employee may purchase or
sell a security for his or her personal account with actual knowledge that an
order to buy or sell the same security has been made for an Advisory Client
or is being considered for an Advisory Client until such information is made
publicly available.  In general, persons who may have greater access to
investment and trading information (i.e., Access Persons and Investment
Persons) are subject to greater restrictions on their trading. (See also the
section titled "Personal Investing" in the Code of Conduct.)

4.    Definitions - As used herein:

      "Advisory Client" means any Oppenheimer Fund, other investment company
or other client for which OFI act as adviser or sub-adviser.

      "Access Person" means any officer, director, general partner,
Investment Person, trustee or certain other Employees (as described
immediately below) of: OFI, OFDI, CAMC, OFI Institutional Asset Management,
Inc.; HarbourView Asset Management Corporation, Trinity Investment Management
Corporation; OFI Private Investments, Inc., Oppenheimer Real Asset
Management, Inc., any of the Oppenheimer Funds, any other entity adopting
this Code; or any persons directly controlled by OFI who directly or
indirectly control (as defined in the 1940 Act) the activities of such
persons.

      An Access Person also means any natural person in a control (as defined
in the 1940 Act) relationship to any Oppenheimer Fund or OFI (or any company
in a control relationship to an Oppenheimer Fund or OFI) who obtains
information concerning recommendations made to the Fund with regard to the
purchase or sale of Securities by the Fund.

      Notwithstanding the definitions above, for purposes of the reporting
requirements under Section 11 and the certification requirements under
Section 12 of this Code, an "Independent Director" (or a non-independent
director who is not otherwise an employee of OFI or an Access Person) of an
Oppenheimer Fund is not considered an Access Person.

      An Employee also is an Access Person if:

(i)   in connection with his or her regular functions or duties, that
            Employee makes, participates, in or obtains information
            regarding, the purchase or sale of a Security by an Advisory
            Client, or whose functions relate to the making of any
            recommendations with respect to such purchases or sales.

(ii)  the Employee has access to timely information relating to investment
            management activities, research and/or client portfolio holdings
            and those who in the course of their employment regularly receive
            access to trading activity of Advisory Clients; or

(iii) the Employee has been notified in writing by the Code Administrator (or
            a designee) that the Employee has been designated as an Access
            Persons by the Code Administrator by virtue of the nature of the
            Employee's duties and functions.

      "Beneficial Interest" means any economic interest, such as the right to
share in gains or losses.  This would also include any interest by which an
Access Person, or any Family Member living in the same household as the
Access Person, can directly or indirectly derive a monetary benefit from the
purchase, sale or ownership of a Security.

      For purposes of this definition and the Code, "Family Member" shall
include: grandparents, parents, mother-in-law or father-in-law; husband, wife
or domestic partner (whether registered or unregistered under applicable
law); brother, sister, brother-in-law, sister-in-law, son-in-law or
daughter-in-law; children (including step and adoptive relationships); and
grandchildren.  In a situation in which the status of a "Family Member" is in
question, such person shall be presumed to be a "Family Member" for purposes
of this Code.  It is the Employee's burden to affirmatively prove to the Code
Administrator that the other person at issue is not a "Family Member" within
this definition.

      "CAMC" means Centennial Asset Management Corporation.

      "Code Administrator" is the person appointed by OFI as responsible for
the day-to-day administration of the Code.

      "Code of Conduct" is a separate set of guidelines that defines the
standards to which all Employees of OFI and its subsidiaries and affiliates
are expected to adhere during the course of their employment with, and when
conducting business on behalf of, OFI.

      "Code of Ethics Oversight Committee" is the committee of senior
officers of OFI  having the responsibilities described in sections 14 and 15
of this Code.  The membership of the Code of Ethics Oversight Committee shall
consist of the: General Counsel of OFI, Chief Investment Officer of OFI and
Chief Compliance Officer of OFI and/or the Oppenheimer Funds, or their
designees.

      "Employee" means any person deemed to be an employee or "supervised
person" of OFI for purposes of the Advisers Act.

      "Independent Director" means any director or trustee of an Oppenheimer
Fund who is not an "interested person" (as that term is defined by Section
2(a)(19) of the 1940 Act) of the Fund.  Notwithstanding the definition of an
Access Person above, for purposes of this Code, an Independent Director is
not considered an Access Person.

      "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, as amended ("1933 Act"), 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 an Access Person who is (1) a Portfolio
Manager, (2) a securities analyst or trader who provides information and
advice to a Portfolio Manager or who helps execute a Portfolio Manager's
decisions, (3) any other person who, in connection with his or her duties,
makes or participates in making recommendations regarding an Advisory
Client's purchase or sale of securities, (4) any Employee who works directly
with a Portfolio Manager or in the same department as the Portfolio Manager
or (5) any natural person in a control relationship to an Oppenheimer Fund or
OFI who obtains information concerning recommendations made to the
Oppenheimer Fund with regard to the purchase or sale of Securities by the
Oppenheimer Fund.

      In addition to the above definitions, an Employee is an "Investment
Person" if the Employee has been notified in writing by the Code
Administrator (or a designee) that the Employee has been designated as an
"Investment Person" by the Code Administrator by virtue of the nature of the
Employee's duties and functions.

      "OFI" means any Oppenheimer Fund, Oppenheimer Funds, Inc., Centennial
Asset Management Corporation ("CAMC"), OFI's other subsidiaries or directly
controlled affiliates that are registered investment advisers, including OFI
Institutional Asset Management, Inc.; HarbourView Asset Management
Corporation, Trinity Investment Management Corporation; OFI Private
Investments, Inc. Tremont Capital Management, Inc., Oppenheimer Real Asset
Management, Inc.,  and OppenheimerFunds, Distributor, Inc.

      "Oppenheimer Fund" means any investment company registered under the
1940 Act for which OFI or CAMC serves as the investment adviser or for which
OFDI serves as the principal underwriter.

      "Personal Account" means any account owned by, or in which a Beneficial
Interest is owned, in the name of an OFI Employee or Access Person or any
account in which an Employee or Access Person has any direct or indirect
Beneficial Interest.

      "Portfolio Manager" means an Access Person who has direct
responsibility and authority to make investment decisions affecting a
particular Advisory Client.

      "Private Placement" means an offering that is exempt from registration
pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rules
504, 505 or 506 under the 1933 Act.

      "Security" means generally any investment, instrument, asset or holding
in which an Advisory Client invests, or may consider investing.

      Among other things, a "Security" includes any note, stock, treasury
stock, security future, financial futures contract or option thereon, bond,
debenture, evidence of indebtedness, certificate of interest or participation
in any profit-sharing agreement, collateral-trust certificate,
preorganization certificate or subscription, transferable share, investment
contract, voting-trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas, or other mineral rights, any put,
call, straddle, option, or privilege on any security (including a certificate
of deposit) or on any group or index of securities (including any interest
therein or based on the value thereof), or any put, call, straddle, option,
or privilege entered into on a national securities exchange relating to
foreign currency, or, in general, any interest or instrument commonly known
as a "security," or any certificate of interest or participation in,
temporary or interim certificate for, receipt for, guarantee of, or warrant
or right to subscribe to or purchase any of the foregoing.  References to a
"Security" in the Code 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."

      The term "Security" specifically includes any shares issued by an
investment company including exchange-traded funds (or ETFs), but for
purposes of this Code, the term "Security" excludes shares issued by money
market funds that comply with Rule 2a-7 under the 1940 Act.

      "Security Held or to Be Acquired" by an Advisory Client means any
Security that, within the most recent 15 days (i) is or has been held by the
Advisory Client or (ii) is being considered by the Advisory Client or its
investment adviser for purchase by the Advisory Client.  A "Security Held or
to Be Acquired" also includes any option to purchase or sell, and any
security convertible into or exchangeable for, a Security.

      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 the time all orders with respect to that security
are completed or withdrawn.

      "Sub-Adviser" means an investment adviser that acts as an investment
sub-adviser to a portfolio advised by OFI and is not affiliated with OFI.

5.    All Employees--Restrictions on Outside Business Activities

      No Employee may serve as a director, trustee, officer, owner or partner
of any other business organization, with or without compensation, without
prior written approval of the General Counsel of OFI or his or her designee.
An Employee may serve without compensation as a director, trustee, officer or
representative of a non-profit organization (e.g., school board, hospital,
professional or social organization) with the prior approval of the
Employee's department manager.  In addition to obtaining the prior approval
of the Employee's manager, the Employee must promptly report such position to
the Code Administrator for a determination of whether the position poses a
conflict of interest with OFI or the Employee's duties to OFI.  Each Employee
shall be required to provide the Code Administrator a report of all such
activities no less than annually. (See also the section titled "Conflicts of
Interests" in the Code of Conduct.)

6.    All Employees--Restrictions on Gifts from Business Associates

      All Employees are subject to OFI's separate Gift Policy which is
considered an integral part of this Code.  In general, no Employee may accept
gifts or anything else of more than a nominal amount in value (not exceeding
$100 per individual on an annual basis) from any person or entity that does
business with or on behalf of OFI or an Advisory Client.  (See also the Gift
Policy for additional guidelines and information.)

7.    All Employees--Investments in Oppenheimer Funds.
      Any Employee who holds shares of Oppenheimer Funds must hold those
shares in an account identified as an "OFI 401(k) account," "OFI Retirement
account," "OFI Deferred Compensation account" or "OFI Employees Account."
Notwithstanding the sentence above, an Employee with a Personal Account with
A.G. Edwards may hold shares of the Centennial money market funds if selected
as the Employee's "sweep account" option for those specific accounts.

      Any Employee who holds shares of Oppenheimer Funds in other types of
accounts must arrange to transfer those holdings into one of the accounts
described above.  Notwithstanding this requirement, an Employee who holds
shares in Oppenheimer Funds in a retirement account or other qualified
retirement account with another employer that cannot be transferred to one of
the accounts identified above (or in an A.G. Edwards account as discussed
above) is not required to transfer those shares to one of the accounts
identified above provided the Employee provides a written explanation to the
Code Administrator describing the circumstances that prevent him or her from
transferring the shares.

      OFI's policy is to prevent disruptive short-term trading in the
Oppenheimer Funds.  Accordingly, when purchasing, exchanging, or redeeming
shares of Oppenheimer Funds, all Employees must comply in all respects with
the policies and standards set forth in the funds' prospectuses, including
specifically the restrictions on market timing activities, exchanges and
redemption policies.

      Any Employee who redeems shares of an Oppenheimer Fund purchased within
the preceding 30 days (a "short-term trade") must report that short-term
trade to the Code Administrator no more than two business days after the
redemption.  The Employee may be required to relinquish any profit made on a
short-term trade and will be subject to disciplinary action if the Employee
fails to report the short-term trade or the Code Administrator determines
that the short-term trade was detrimental to the interests of the Oppenheimer
Fund or its shareholders.  For purposes of this paragraph, a redemption
includes a redemption by any means, including an exchange from the Fund.

      This policy does not cover purchases,  redemptions or exchanges (i) into
or from money market funds,  or (ii) effected on a regular  periodic  basis by
automated  means,  such  as  monthly  redemptions  to a  checking  or  savings
account.

8.    All Employees and Access Persons--Requirements for Personal Accounts

      All Employees.  All Employees must obtain pre-approval before opening
a  new Personal Account with a financial firm or institution (e.g., broker,
dealer, adviser, bank, etc.).  All Employees may maintain Personal Accounts
with the financial firm of their choice, provided the firm is able to provide
copies of the Employees' account statements to the Code Administrator no less
than annually and such statements are being provided.  However, the Code of
Ethics Oversight Committee reserves the right in its sole discretion to
require Employees to maintain their Personal Accounts with firms designated
by the Committee or to prohibit Employees from maintaining their Personal
Accounts with specified firms.

      Access Persons--Personal Trading Accounts.   All Access Persons must
obtain pre-approval before opening a  new Personal Account with a financial
firm.  All Access Persons may maintain Personal Accounts with the financial
firm of their choice, provided the firm is able to provide copies of the
Access Persons' account statements to the Code Administrator no less than
quarterly and such statements are being provided.  However, the Code of
Ethics Oversight Committee reserves the right in its sole discretion to
require such Access Persons to maintain their Personal Accounts with firms
designated by the Committee or to prohibit Access Persons from maintaining
their Personal Accounts with specified firms.

      The requirements of this section do not apply to Personal Accounts
described in Section 7(a) in which Employees or Access Persons hold shares of
an Oppenheimer Fund.

9.    Access Persons--Prohibited Transactions in Securities

      (Note:  Any profits realized on trades prohibited by this Section 9
shall be subject to disgorgement.)

      In addition to the prohibitions or restrictions imposed on all
Employees as set forth in the prior sections, an Access Person is further
prohibited from:

      purchasing any Security in an Initial Public Offering or Private
Placement, without pre-approval from the Code Administrator.  If an Access
Person seeks pre-approval for the acquisition of a Security in a Private
Placement or an Initial Public Offering, the Access Person shall set forth in
detail the rationale for the transaction.

      purchasing or selling any interest in a collective investment vehicle
that is exempt from registration under the 1933 Act, including, but not
limited to, hedge funds, private funds or similar investment limited
partnerships, without pre-approval from the Code Administrator;

      selling a security short, except a short sale as a hedge against a long
position in the same security if such short sale has been pre-approved by the
Code Administrator; and

      purchasing or selling in his or her Personal Account 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.

      Transactions Exempt from these Prohibitions.  The following
transactions by Access Persons are exempt from the prohibitions of this
Section 9:

(i)   Purchases or sales of Securities made in a Personal Account over which
      an Access Person has no direct or indirect influence or control, such
      as Personal Accounts managed by a third party over which such Access
      Person has no investment discretion;

(ii)  Involuntary purchases or sales of Securities in a Personal Account,
      such as Securities received pursuant to a dividend reinvestment plan or
      a stock split or through a gift or bequest; or

(iii) Purchases of Securities in a Personal Account that result 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.

      Length of Pre-Approvals.  Pre-approval remains in effect until the end
of the next business day on which such pre-approval is granted or as
otherwise specified by the Code Administrator.

10.   Investment Persons--Prohibited Transactions in Securities.

      Note:  Any profits realized on trades prohibited by this Section 10
shall be subject to disgorgement.

      (Note:  Every Investment Person also is an Access Person and remains
subject to the prohibitions in the previous sections.)  Certain Access
Persons may have greater access to Advisory Clients' information and there is
an increased risk that those Access Persons may benefit from or interfere
with the purchase or sale of portfolio securities by Advisory Clients.
Accordingly, it is necessary to further categorize those persons as
"Investment Persons."   Therefore, in addition to the prohibitions or
restrictions imposed on all Employees and Access Persons as set forth in the
prior sections, an Investment Person is subject to the following provisions:

      Each Investment Person must obtain pre-approval of all Securities
transactions in his or her Personal Account, except the following:

(i)   Purchases or sales of Securities made in a Personal Account over which
      the Investment Person has no direct or indirect influence or control,
      such as Personal Accounts managed by a third party over which such
      Investment Person  has no investment discretion.

            Provided, however, that for purposes of this subsection, the
      Investment Person claiming to have no direct or indirect influence or
      control over such a Personal Account, must first provide a written
      explanation to the Code Administrator describing the circumstances of
      the Personal Account and reasons why the Investment Person believe he
      or she does not have direct or indirect influence or control (i.e., no
      investment discretion) over that Personal Account and that he or she
      does not provide any investment advice or suggestions with respect to
      the Personal Account.  The Code Administrator, however, reserves the
      right to require pre-approval of such a Personal Account.  (Note:  Any
      Personal Account covered by the provisions of this subsection remains
      subject to the reporting requirements in Section 11.)

(ii)  Shares of any open-end Oppenheimer Fund that the Investment Person does
      not serve in the capacity, or perform the functions that warrant him or
      her to be identified as an Investment Person;

(iii) Shares of any open-end, non-Oppenheimer fund.  Notwithstanding the
      prior sentence, pre-approval is required for transactions in: (a) an
      open-end investment company for which OFI serves as the investment
      sub-adviser and for whom the Investment Person serves in the capacity,
      or perform the functions, that warrant him or her to be identified as
      an Investment Person; and (b) exchange-traded funds (ETFs);

(iv)  Securities issued by the U.S. government, its agencies,
      instrumentalities and government-sponsored enterprises;

(v)   Bankers' acceptances, bank certificates of deposit, commercial paper,
      and short-term debt instruments (including repurchase agreements),
      provided such debt instruments have a maturity at the date of issuance
      of less than 366 days are and rated in one of the two highest rating
      categories by a nationally recognized statistical rating organization;

(vi)  Involuntary purchases or sales of Securities in a Personal Account,
      such as Securities received pursuant to a dividend reinvestment plan or
      a stock split or through a gift or bequest; or

(vii) Purchases of Securities in a Personal Account that result 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; or

      No Investment Person may purchase or sell any Security for his or her
Personal Account within fifteen (15) calendar days before or fifteen (15)
calendar days after the same Security is purchased or sold by an Advisory
Client for whom the Investment Person serves in the capacity, or performs the
functions, that warrant him or her to be identified as an Investment Person.
Provided however, the Code Administrator may exclude from this provision
trades for an Advisory Client that are programmatic in nature and do not
represent a substantive investment decision with respect to any particular
Security (e.g., a program trade to sell pro-rata portions of each Security in
an Advisory Client's portfolio).  The Code Administrator shall maintain a
record of such transactions.

      No Investment Person may purchase and sell, or sell and purchase, in
his or her Personal Account any Security within any period of sixty (60)
calendar days, except:

(i)   the instruments listed in Section 10; or

(ii)  a Security sold at a loss, if the trade has been pre-approved by the
      Code Administrator.

      If an Investment Person obtains pre-approval pursuant to this Section
10 for a transaction in a Security, and a transaction in the same Security
for an Advisory Client for which that Investment Person acts as an Investment
Person takes place within a period of fifteen (15) calendar days following
the Investment Person's transaction, the Investment Person's transaction may
be reviewed further by the Code of Ethics Oversight Committee to determine
the appropriate action, if any.  For example, the Committee may recommend
that the Investment Person be subject to a price adjustment to ensure that he
or she did not receive a better price than the Advisory Client.

      No Investment Person may purchase any Security in an Initial Public
Offering or Private Placement, without pre-approval from the Code
Administrator.  If an Investment Person seeks pre-approval for the
acquisition of a Security in a Private Placement or an Initial Public
Offering, the Investment Person shall set forth in detail the rationale for
the transaction.

      Any Investment Person who has purchased a Security in a Private
Placement or an Initial Public Offering for his or her Personal Account must
disclose that investment to the Code Administrator before he or she
participates in the subsequent consideration of an investment in Securities
of the same or a related issuer for an Advisory Client.  An independent
review of the proposed investment by the Advisory Client shall be conducted
by Investment Persons who do not have an interest in the issuer and by the
Code Administrator.

      Length of Pre-Approvals.  Pre-approval remains in effect until the end
of the next business day on which such pre-approval is granted or as
otherwise specified by the Code Administrator.

11.   Reporting Requirements

            (a)   All Employees.

            (i)   Each  Employee   shall  arrange  for  duplicate   copies  of
      confirmations of all transactions  and/or periodic account statements of
      all Personal Accounts to be sent directly to the Code Administrator.

            (ii)  Initial and Annual  Reports.  Each Employee  must  initially
      and on an  annual  basis  thereafter,  report  in  writing  to the  Code
      Administrator all holdings and all transactions in Securities  occurring
      in his or her Personal Account and any new Personal Account  established
      during  the most  recent  year (such  information  to be current as of a
      date no more  than  45  days  before  the  report  is  submitted).  Each
      initial and annual report must contain the following information:

o     Name(s) in which the Personal Account is registered and the date the
                  Personal Account was established;

o     Title and type of security, number of shares, principal amount,
                  interest rate and maturity (as applicable) of each security
                  held in the Personal Account;

o     Name of the broker, dealer or bank with which the Personal Account is
                  maintained; and

o     The date the report is submitted.

            (b)   Access Persons

(i)   Each Access Person shall arrange for duplicate  copies of  confirmations
      of all transactions  and/or periodic account  statements of all Personal
      Accounts to be sent directly to the Code Administrator.

(ii)  Quarterly  Reports.  Each  Access  Person  must report in writing to the
      Code  Administrator,  within  30 days  after  the  end of each  calendar
      quarter,  all transactions in Securities occurring in the quarter in his
      or her Personal Account and any new Personal Account  established during
      the most recent  calendar  quarter.  If there were no such  transactions
      or new accounts, the report should state "None".

            An Access Person is deemed to be in compliance with these
reporting requirements if all the information required is contained in trade
confirmations and/or periodic account statements previously provided to the
Code Administrator for the time period covered by the quarterly report.

      Each  quarterly  report must  contain  the  following  information  with
respect to each reportable transaction:

o     Name(s) in which the Personal Account is registered and the date the
                  Personal Account was established;

o     Date and nature of the transaction (purchase, sale or any other type of
                  acquisition or disposition);

o     Title and type of security, number of shares, principal amount,
                  interest rate and maturity (if applicable) of each Security
                  and the price at which the transaction was effected;

o     Name of the broker, dealer or bank with or through whom the Account was
                  established or through which the transaction was effected;
                  and

o     The date the report is submitted.

(iii) Initial and Annual  Reports.  Each Access Persons shall,  within 10 days
      after  becoming  an Access  Person,  and at least  annually  thereafter,
      provide a written  holdings  report to the Code  Administrator  with the
      following  information  (such  information to be current as of a date no
      more than 45 days before the report is submitted):

o     Name(s) in which the Personal Account is registered and the date the
                  Personal Account was established;

o     Title and type of security, number of shares, principal amount,
                  interest rate and maturity (as applicable) of each security
                  held in the Personal Account;

o     Name of the broker, dealer or bank with which the Personal Account is
                  maintained; and

o     The date the report is submitted.

      Reports submitted pursuant to this Code may contain a statement that
the report is not to be construed as an admission that the Employee or Access
Person has or had any direct or indirect Beneficial Interest in any Security
to which the report relates.

            (iv)  Securities Exempt from Quarterly Reporting Requirements.
      Holdings of and transactions in the types of Securities listed below
      are exempt from the quarterly reporting requirements of the Code, and
      duplicate copies of confirmations and periodic statements of Personal
      Accounts that contain only those types of Securities do not have to be
      reported to the Code Administrator on a quarterly basis.  Note:  This
      exception applies only to quarterly reports.  All Securities, including
      those listed below, must be reported on an annual basis.

            The following types of Securities do not have to be included in
      the quarterly reports to the Code Administrator:

(i)   Involuntary  purchases  or sales of  Securities  in a Personal  Account,
      such as Securities received pursuant to a dividend  reinvestment plan or
      a stock split or through a gift or bequest; or

(ii)  Purchases of Securities in a Personal Account that result 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.

(iii) Securities issued by the U.S. government, its agencies,
      instrumentalities and government-sponsored enterprises;

(iv)  Bankers' acceptances, bank certificates of deposit, commercial paper,
      short-term debt instruments (including repurchase agreements) provided
      such debt instruments have a maturity at the date of issuance of less
      than 366 days and are rated in one of the two highest rating categories
      by a nationally recognized statistical rating organization; or

(v)   Shares of any open-end non-Oppenheimer fund. Notwithstanding the prior
      sentence, the following Securities must be included in quarterly
      reports:  an open-end investment company for which OFI serves as the
      investment sub-adviser and exchange-traded funds (ETFs).

12.   Certifications

      All Employees and Access Persons shall acknowledge that they have
received the Code of Ethics and recognize that they are subject to its
requirements.

      All Employees and Access Persons shall certify at least annually that
they have read and understand the Code of Ethics, recognize that they are
subject to its requirements and have complied with the requirements of the
Code of Ethics.

      All Employees and Access Persons shall certify annually that they have
reported all transactions in and holdings of Securities in Personal Accounts
required to be reported pursuant to the Code.

13.   Independent Directors

      An Independent Director (or any non-Independent Director who is not
otherwise an Employee of OFI or an Access Person) is required to report only
those transactions in his or her Personal Account in a Security (excluding,
for purposes of this subparagraph, open-end Oppenheimer Funds) that 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 Considered for
Purchase or Sale by an Advisory Client during the fifteen (15) calendar day
period immediately before or after the date of the Independent Director's
transaction.   No report will be required for any quarter in which an
Independent Director has only exempt transactions to report.

      Sanctions for any violation of this Code of Ethics by an Independent
Director of an Oppenheimer Fund will be determined by a majority vote of
other Independent Directors of such Fund.

14.   Penalties and Sanctions

      Any profits realized or losses avoided on trades prohibited by Sections
8-10 shall be subject to disgorgement.

      Any violation of this Code shall be subject to the imposition of such
sanctions by the Code Administrator as the Code Administrator deems
appropriate under the circumstances to achieve the purposes of this Code,
provided, however, if the sanctions includes suspension or termination of
employment , such suspension or termination must be approved by the Code of
Ethics Oversight Committee.

            Such sanctions may include, but will not necessarily be limited
to, one or more of the following: a letter of censure; 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; the suspension or termination of personal trading
privileges; or the suspension or termination of employment.

      OFI reserves the right to take any legal action it deems appropriate
against any Employee who violates any provision of this Code and to hold
Employees liable for any and all damages (including, but not limited to, all
costs and attorney fees) that OFI may incur as a direct or indirect result of
any such Employee's violation of this Code or related law or regulation.

      Review Process.  An Employee may request review by the Code of Ethics
Oversight Committee of a decision or determination made by the Code
Administrator pursuant to this Code.  The Committee, in its sole discretion,
may elect to consider or reject the request for review.

15.   Duties of the Code of Ethics Oversight Committee

         The Code of Ethics Oversight Committee is responsible for
establishing policies and procedures for the administration of the Code,
considering and approving amendments to the Code, and reviewing and
considering any decisions made by the Code Administrator upon request of an
Employee or involving suspension or termination of employment.   The
Committee may be assisted by counsel in fulfilling its duties if deemed
appropriate.

16.   Duties of the Code Administrator

      The Code Administrator shall have the following responsibilities:

      Maintaining a current list of the names of all Access Persons and
Investment Persons with an appropriate description of their title or
employment;

      Furnishing all Employees and Access Persons with a copy of this Code
and initially and periodically informing them of their duties and obligations
thereunder;

      Designating, as desired, appropriate personnel to review transaction
and holdings reports submitted by Access Persons;

      Reviewing and considering pre-approval requests from Access Persons and
Investment Persons and setting forth in detail the rationale for any
approvals granted to such Access Persons or Investment Persons;

      Maintaining or supervising the maintenance of all records required by
this Code;

      Preparing listings of all transactions effected by any Access Person
within fifteen (15) days of the date on which the same security was held,
purchased or sold by an Advisory Client;

      Issuing any interpretation of this Code that may appear consistent with
the objectives of this Code;

      Conducting such investigations, including scrutiny of the listings
referred to in this Section 17(f) above, as shall reasonably be required to
detect and report any apparent violations of this Code to the Code of Ethics
Oversight Committee and to the Directors of the affected Oppenheimer Funds;

      Submitting a quarterly report to the Board of Directors of each
potentially affected Oppenheimer Fund of any violations of this Code and the
sanction imposed as a result; any transactions suggesting the possibility of
a violation; any interpretations issued by and any exemptions or waivers
found appropriate by the Code Administrator; and any other significant
information concerning the appropriateness of this Code.

      Submitting a written report at least annually to the Board of Directors
of each Oppenheimer Fund that:

(i)   describes any issues arising under the Code since the last report to
      the Board, including, but not limited to, information about material
      violations of the Code or procedures and sanctions imposed in response
      to the material violations;

(ii)  summarizes existing procedures concerning personal investing and any
      changes in the procedures made during the previous year;

(iii) identifies any recommended changes in existing restrictions or
      procedures based upon experience under the Code, evolving industry
      practices or developments in applicable laws or regulations;

(iv)  reports with respect to the implementation of this Code through
      orientation and training programs and on-going reminders; and

(v)   certifies that the each Oppenheimer Fund, OFI, CAMC, any OFI subsidiary
      or directly-controlled affiliate (as applicable), and OFDI, as
      applicable, has adopted procedures reasonably necessary to prevent
      Access Persons from violating the Code.

17.   Recordkeeping

         The Code Administrator shall maintain and cause to be maintained in
an easily accessible place, the following records:

      A copy of any Code adopted pursuant to Rule 17j-1 under the 1940 Act or
Rule 204A-1 under the Advisers Act which has been in effect during the most
recent five (5) year period;

      A record of any violation of any such Code, 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;

      A copy of all written acknowledgements by Access Persons during the
most recent five (5) year period;

      A copy of each report made by a Access Person, as well as trade
confirmations and/or 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;

      A copy of each report made by the Code 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;

      A list, in an easily accessible place, of all persons who are, or
within the most recent five (5) year period have been Access Persons or were
required to make reports pursuant to Rules 17j-1 and 204A-1 and this Code or
who are or were responsible for reviewing these reports; and

      A record of any decision, and the reasons supporting the decision, to
permit an Access Person or Investment Person to acquire a Private Placement
or Initial Public Offering security, for at least five (5) years after the
end of the fiscal year in which permission was granted.

18.   Amendments

         OFI may amend this Code as necessary or appropriate to achieve the
purposes of Rules 17j-1 and 204A-1.  Any material changes to this Code must
be approved by the Board of Directors of each Oppenheimer Fund, including a
majority of the Independent Directors, within six months after the change has
been adopted by OFI.

Adopted by:

Oppenheimer Funds
OppenheimerFunds, Inc.
OppenheimerFunds Distributor, Inc.
Centennial Asset Management Corporation
Oppenheimer Real Asset Management, Inc.
OFI Institutional Asset Management, Inc.
HarbourView Asset Management Corporation
Trinity Investment Management, Inc.
OFI Private Investments, Inc.





(1)   As of the date of adoption of this Code, in addition to CAMC, the other
      subsidiaries and directly controlled affiliates of OFI (for purposes of
      this Code) include:  OFI Institutional Asset Management, Inc.;
      HarbourView Asset Management Corporation, Trinity Investment Management
      Corporation; OFI Private Investments, Inc., and Oppenheimer Real Asset
      Management, Inc.  Tremont Partners, Inc. is not subject to this Code.

(2)   For purposes of this Code, "federal securities laws" means the
      Securities Act of 1933, the Securities Exchange Act of 1934, the
      Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of
      the Gramm-Leach-Bliley Act (privacy), any rules adopted by the
      Commission under any of these statutes, the Bank Secrecy Act as it
      applies to funds and investment advisers, and any rules adopted
      thereunder by the Commission or the Department of the Treasury
      (anti-money laundering).