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Exhibit 16(e)
CODE OF ETHICS
I. INTRODUCTION
Each of the Van Kampen Open-End Funds currently offering shares to the
public, each Van Kampen Unit Investment Trust ("UIT") currently offering units
to the public, and each Van Kampen Closed-End Fund (each a "Fund" and
collectively the "Funds"), Van Kampen Asset Management Inc. ("Asset
Management"), Van Kampen Investment Advisory Corp. ("Advisory Corp."), Van
Kampen Advisors Inc. ("Advisors Inc."), and Van Kampen Management Inc.
("Management Inc.") (each of Asset Management, Advisory Corp., Advisors Inc. and
Management Inc. are sometimes referred herein as the "Adviser" or collectively
as the "Advisers") and Van Kampen Funds Inc. (the "Distributor") (the Advisers
and the Distributor are collectively referred to as "Van Kampen") has adopted
this Code of Ethics. The Advisers are fiduciaries that provide investment
advisory services to the Funds and private investment management accounts, and
the Distributor acts as the principal underwriter for the Funds and the sponsor
of Funds that are UITs, as the case may be.
I. GENERAL PRINCIPLES
A. Shareholder and Client Interests Come First
Every trustee/director, officer and employee of a Fund and every
director, officer and employee of Van Kampen owes a fiduciary duty to
the investment account and the respective investors of such Fund or
private investment management account (collectively, the "Clients").
This means that in every decision relating to investments, such persons
must recognize the needs and interests of the Client and be certain
that at all times the Clients' interests are placed ahead of any
personal interest of such person.
B. Avoid Actual and Potential Conflicts of Interest
The restrictions and requirements of this Code are designed to prevent
behavior that conflicts, potentially conflicts or raises the appearance
of an actual or potential conflict with the interests of Clients. It is
of the utmost importance that the personal securities transactions of
trustee/directors, officers and employees of a Fund and directors,
officers and employees of Van Kampen be conducted in a manner
consistent with both the letter and spirit of the Code, including these
principles, to avoid any actual or potential conflict of interest or
any abuse of such person's position of trust and responsibility.
C. Avoiding Personal Benefit
1. Trustee/directors, officers and employees of the Funds and
directors,
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officers and employees of Van Kampen should ensure that they do not
acquire personal benefit or advantage as a result of the performance
of their normal duties as they relate to Clients. Consistent with
the principle that the interests of Clients must always come first
is the fundamental standard that personal advantage deriving from
management of Clients' money is to be avoided.
II. OBJECTIVE
Section 17(j) of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), makes it unlawful for certain persons associated with
investment companies to engage in conduct which is deceitful, fraudulent or
manipulative, or which involves false or misleading statements, in connection
with the purchase or sale of a security held or proposed to be acquired by an
investment company. In addition, Section 204A of the Investment Advisers Act of
1940, as amended (the "Investment Advisers Act"), requires investment advisers
to establish, maintain and enforce written policies and procedures designed to
prevent misuse of material non- public information. The objective of this Code
is to require trustee/directors, officers and employees of the Funds and
directors, officers and employees of Van Kampen to conduct themselves in
accordance with the general principles set forth above, as well as to prevent
trustee/directors, officers and employees of the Funds or the Distributor from
engaging in conduct prohibited by the Investment Company Act and directors,
officers and employees of the Advisers from engaging in conduct prohibited by
the Investment Company Act and the Investment Advisers Act.
III. DEFINITIONS
A. "Access Person," means (i) with respect to the Van Kampen Open-End and
Closed-End Funds, (a) any trustee/director or officer of a Fund, (b)
any director or officer of a Fund's Adviser, (c) any employee of a Fund
or the Fund's Adviser (or any company in a control relationship to the
Fund or Adviser) who, in connection with such person's regular
functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of a Covered Security by a Client, or
whose functions relate to the making of any recommendations with
respect to such purchases or sales; (d) any natural person in a
control relationship to the Fund or the Fund's Adviser who obtains
information concerning recommendations made to a Client with regard to
the purchase or sale of a Covered Security by such Client, and (e) any
director or officer of the Distributor, who, in the ordinary course of
business, makes, participates in or obtains information regarding, the
purchase or sale of a Covered Security by a Client for which it acts
as principal underwriter, or whose functions relate to the making of
any recommendations with respect to such purchases or sales and (ii)
with respect to UITs, (a) any officer, director or employee of the
Distributor, when the Distributor is acting as the sponsor of a Fund
that is a UIT, who, in connection with such person's regular functions
or duties, makes, participates in, or obtains information regarding
the
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purchase or sale of a Covered Security by a Client or whose functions
relate to the making of any recommendations with respect to the
composition of the Fund; and (b) and natural person in a control
relationship to the Distributor who obtains information concerning
recommendations made to a Client with regard to the purchase or sale of
a Covered Security by such Client or the composition of the Fund.
B. "Beneficial Ownership" is interpreted in the same manner as it is under
Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), in determining whether a person is the beneficial
owner of a security for purposes of Section 16 of the 1934 Act and the
rules and regulations thereunder, which includes "any person who,
directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest in" a security. The term "pecuniary
interest" is further defined to mean "the opportunity, directly or
indirectly, to profit or share in any profit derived from a transaction
in the subject securities." "Beneficial ownership" includes (i)
securities held by members of a person's immediate family sharing the
same household and includes any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law" and
includes adoptive relationships and (ii) a right to acquire securities
through the exercise or conversion of any derivative security, whether
or not presently exercisable.
Any report required to be made by this Code may contain a statement
that the report shall not be construed as an admission by the person
making such report that he has any direct or indirect Beneficial
Ownership in the security to which the report relates.
C. "Board of Directors/Trustees" means the directors/trustees of each
Fund, or with respect to a Fund that is a UIT, the Fund's principal
underwriter or sponsor.
D. "Chief Compliance Officer" is the individual set forth in Exhibit A.
E. "Client" means each Fund and each private management account or
investment account over which Van Kampen exercises investment
discretion.
F. "Code of Ethics Review Committee" consists of the individuals set forth
in Exhibit A.
G. "Control" has the same meaning as in Section 2(a)(9) of the Investment
Company Act.
H. "Covered Security" refers not only to the instruments set forth in
Section 2(a)(36) of the Investment Company Act but to any instrument
into which such instrument
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may be converted or exchanged, any warrant of any issuer that has
issued the instrument and any option written relating to such
instrument, provided, however, that it does not include: (a) any direct
obligation of the United States Government, (b) banker's acceptances,
bank certificates of deposit, commercial paper and high quality short-
term debt instruments, including repurchase agreements, and (c) shares
issued by any open-end investment companies registered under the
Investment Company Act.
I. "Disinterested Trustee/Director" means a trustee or director of a Fund
who is not an "interested person" of such Fund within the meaning of
Section 2(a)(19) of the Investment Company Act.
J. "Employee Account" means any brokerage account or unit investment trust
account in which the Van Kampen Employee has any direct or indirect
beneficial ownership.
K. "General Counsel" is the individual set forth in Exhibit A.
L. "Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933, as amended (the "Securities 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, as amended (the "Exchange Act").
M. "Limited Offering" is an offering that is exempt from registration
under the Securities Act pursuant to Section 4(2) or Section 4(6) of
the Securities Act or pursuant to Rule 504, Rule 505 or Rule 506 under
the Securities Act.
N. "Portfolio Manager" means any person who exercises investment
discretion on behalf of an Adviser for a Client, including those
persons who are involved in determining, or have knowledge concerning,
the composition of the portfolios of Funds that are UITs prior to
deposit.
O. "Van Kampen Employee" includes any director, officer or employee of Van
Kampen.
IV. STANDARDS OF CONDUCT FOR PERSONAL SECURITIES TRANSACTIONS
A. Van Kampen Employee Brokerage Accounts
1. All brokerage accounts of Van Kampen Employees must be maintained
through Morgan Stanley Dean Witter ("MSDW") and/or Morgan Stanley
Dean Witter Online ("MSDWO"). No other brokerage accounts are
permitted unless permission is granted by the Chief Compliance
Officer or
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General Counsel.
If any Van Kampen Employee maintains accounts outside MSDW or MSDWO,
such person must transfer such accounts to a MSDW branch or MSDWO
within 120 days from their date of hire.
a) Each Van Kampen Employee must identify and disclose on his or
her date of hire to the appropriate person in the compliance
department as set forth in Exhibit A, in writing, of their MSDW
and MSDWO brokerage accounts, or, if applicable, their outside
brokerage accounts. The Van Kampen compliance department shall
direct, and the employee shall consent in writing to such
direction, the brokerage firm to provide duplicate confirmations
and account statements to the Van Kampen compliance department.
(1) Van Kampen Employees shall obtain written consent from the
appropriate person in the Van Kampen compliance department
as set forth in Exhibit A before opening a brokerage
account.
B. Pre-Clearance
1. Except as set forth below, all Van Kampen Employees must pre-clear
purchases or sales of Covered Securities in their Employee Accounts
with the appropriate person in the Van Kampen compliance department
as set forth in Exhibit A.
2. Exceptions from the Pre-Clearance Requirement
a) Persons otherwise subject to pre-clearance are not required to
pre-clear the acquisition of the following Covered Securities:
(1) Covered Securities acquired through automatic reinvestment
plans.
(2) Covered Securities acquired through employee purchase
plans.
(3) Covered Securities acquired through the exercise of rights
issued by an issuer pro-rata to all holders of a class of
its securities, to the extent such rights were acquired
from such issuer, and sales of such rights so acquired.
(4) A purchase or sale of Covered Securities which is
non-volitional on the part of the Employee (for example, a
purchase or sale effected by an investment manager for a
pension or
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retirement plan, other than an individual retirement
account, in which an Employee is a beneficiary).(3)
(5) Morgan Stanley Dean Witter & Co. common stock (including
exercise of stock option grants),
(a) The restrictions imposed by Morgan Stanley Dean Witter
& Co. on senior management and other persons in
connection with transactions in such stock are not
affected by this exemption.
(b) Transactions by Access Persons in Morgan Stanley Dean
Witter & Co. common stock remain subject to the
initial, quarterly and annual reporting requirements
of Part V(D) of the Code.
(6) Units in unit investment trusts. Transactions by Access
Persons in units of unit investment trusts remain subject
to the initial, quarterly and annual reporting requirements
of Part V(D) of the Code.
3. Pre-cleared securities transactions must be effected on a timely
basis.
a) All approved Covered Securities transactions must take place
between the hours of 9:30 a.m. and 4:00 p.m. (New York time).
Trading after hours is prohibited. If the transaction is not
completed between 9:30 a.m. and 4:00 p.m. on the date of
pre-clearance, a new pre-clearance must be obtained.
b) Purchases through an issuer direct purchase plan must be pre-
cleared on the date the purchaser writes the check to the
issuer's agent.
(1) Authorization for purchases through an issuer direct
purchase plan are effective until the issuer's agent
purchases the Covered Securities.
4. Pre-Clearance Procedure
a) Van Kampen Employees shall pre-clear their transactions by
submitting a Trade Authorization Form (a copy of which is
attached as Exhibit B) to the appropriate persons in the
compliance department as set forth in Exhibit A.
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(1) The compliance department shall pre-clear the purchase or
sale of a Covered Security if the transaction does not
violate the Code.
(a) The compliance department shall verify that the
transaction is in compliance with the Code.
(b) The compliance department shall sign the Trade
Authorization Form.
(c) The compliance department shall communicate
authorization of the trade to the Van Kampen Employee.
(d) The time at which the trade authorization is
communicated to the Van Kampen Employee shall be
documented on the Trade Authorization Form by the
Legal and Compliance Department.
(e) The compliance department shall maintain the
originally executed Trade Authorization Form. A copy
of the executed Trade Authorization Form will be
forwarded to the Van Kampen Employee.
(f) The compliance department shall review all Van Kampen
Employee duplicate confirmations and statements to
verify that all personal transactions in Covered
Securities have been properly pre-cleared.
C. Other Restrictions
1. Van Kampen Employees shall not purchase or sell a Covered Security
on a day during which a Client, with the exception of a UIT, has a
pending purchase or sale order in that same Covered Security, or
with respect to a UIT Client, on the initial date of deposit when
the UIT Client has a pending order in that same Covered Security.
2. Van Kampen Employee trades for which pre- clearance has been
obtained, including short sales and permissible option trades, are
subject to a 30-day holding period from the trade date.
3. Van Kampen Employees are prohibited from trading in futures, options
on futures, and forward contracts. Van Kampen Employees may trade
listed equity and index options and equity warrants, however, there
is a 30-day holding period from the trade date. In addition, Van
Kampen Employees are
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also prohibited from trading in warrants or options (with the
exception of listed warrants or options) on physical commodities and
currencies.
4. Van Kampen Employees shall not enter into limit orders that extend
beyond one day.
5. Van Kampen Employees shall not participate in an investment club.
6. Van Kampen Employees shall not purchase shares of an investment
company that is managed by Van Kampen if such investment company is
not generally available to the public.
7. Van Kampen Employees shall not purchase shares of an open end
investment company that is managed by Van Kampen if as a result of
such purchase the Van Kampen Employee shall own 1% or more of the
assets of such investment company.
8. Van Kampen Employees are prohibited from the following activities
unless they have obtained prior written approval from the Code of
Ethics Review Committee:
a) Van Kampen Employees may not purchase a Covered Security in a
private placement or any other Limited Offering.
b) Van Kampen Employees may not serve on the boards of directors of
a public or private company. Requests to serve on the board of a
religious, charitable or educational organization as set forth
in Section 503(c) of the IRS Code will generally be approved.
9. Van Kampen Employees shall not purchase Covered Securities during an
initial or secondary public offering.
10. Annual Reporting:
a) Van Kampen Employees shall furnish a report to the Chief
Compliance Officer showing (i) the date of the report, (ii) the
title, number of shares and principal amount of each Covered
Security in which the Van Kampen Employee has direct or indirect
Beneficial Ownership as of a date no more than 30 days prior to
the date of the report, and (iii) the name of any broker, dealer
or bank with an account holding any securities for the direct or
indirect benefit of the Van Kampen Employee as of a date no more
than 30 days prior to the date of the report.
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b) With respect to any transactions in Covered Securities that the
Van Kampen Employee has made in the previous year in which the
Van Kampen Employee had direct or indirect Beneficial Ownership,
a report showing (i) the date of the report; (ii) the date of
the transaction, the title, the interest rate and maturity date
(if applicable), the number of shares, and the principal amount
of each Covered Security involved; (iii) the nature of the
transaction (i.e., purchase, sale or any other type of
acquisition or disposition); (iv) the price at which the
transaction was effected; and (v) the name of the broker, dealer
or bank with or through which the transaction was effected; and
C) With respect to any account established by the Van Kampen
Employee in which any securities were held during the year for
direct or indirect benefit of the Van Kampen Employee, a report
showing (i) the date of the report; (ii) the name of the broker,
dealer or bank with which established the account; and (iii) the
date the account was established.
d) Exclusion: A Van Kampen Employee need not make an annual
transaction report if the report would duplicate information
contained in broker trade confirmations or account statements
received by the Fund, the Adviser and the Distributor with
respect to the Van Kampen Employee in the time period required
above if all of the information required by that paragraph is
contained in the broker trade confirmations or account
statements, or in the records of the Fund, the Adviser and the
Distributor.
D. Responsibilities of Access Persons
The following prohibitions and reporting obligations are applicable to
Access Persons.
1. Access Persons, with the exception of a Disinterested
Trustee/Director, shall not sell a Covered Security purchased within
the previous 60 calendar days from the trade date, except that a
Covered Security held for at least 30 days from the trade date may
be sold at a loss or no gain. Any profits realized on trades
executed within the 60-day holding period shall be disgorged to the
Client or a charitable organization as determined by the Chief
Compliance Officer.
2. Initial/Annual Reporting: Within ten days after becoming an Access
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Person and thereafter, annually at the end of the calendar year,
each Access Person must furnish a report to the Chief Compliance
Officer showing (i) the date of the report, (ii) the title, number
of shares and principal amount of each Covered Security in which the
Access Person has direct or indirect Beneficial Ownership on the
date such person become an Access Person (for initial reports) or as
of a date no more than 30 days prior to the date of the report (for
annual reports) and (iii) the name of any broker, dealer or bank
with an account holding any securities for the direct or indirect
benefit of the Access Person as of the date such person became an
Access Person (for initial reports) or as of a date no more than 30
days prior to the date of the report (for annual reports).
a) Exclusion: A Disinterested Trustee/Director who would be
required to make this report solely by reason of being a Fund
trustee/director is excluded from the initial and annual
reporting requirement for Access Persons.
3. Quarterly Reporting: On a calendar quarterly basis, each Access
Person must furnish a report to the Chief Compliance Officer within
ten days after the end of each calendar quarter, on forms sent to
the Access Person each quarter:
a) With respect to any transactions in Covered Securities that the
Employee has made in the previous calendar quarter in which the
Access Person had direct or indirect Beneficial Ownership, a
report showing (i) the date of the report; (ii) the date of the
transaction, the title, the interest rate and maturity date (if
applicable), the number of shares, and the principal amount of
each Covered Security involved; (iii) the nature of the
transaction (i.e., purchase, sale or any other type of
acquisition or disposition); (iv) the price at which the
transaction was effected; and (v) the name of the broker, dealer
or bank with or through which the transaction was effected; and
b) With respect to any account established by the Access Person in
which any securities were held during the quarter for direct or
indirect benefit of the Access Person, a report showing (i) the
date of the report; (ii) the name of the broker, dealer or bank
with which established the account; and (iii) the date the
account was established.
c) Exclusion: A Disinterested Trustee/Director who would be
required to make this report solely by reason of being a Fund
trustee/director is excluded from the quarterly reporting
requirement for Access Persons unless the trustee/director knew
or, in the ordinary course of fulfilling his or her official
duties as a Fund trustee/director, should have
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known that during the 15- day period immediately before or after
the trustee/director's transaction in a Covered Security, the
Fund purchased or sold the Covered Security, or the Fund or its
investment adviser considered purchasing or selling the Covered
Security.
d) Exclusion: An Access Person need not make a quarterly
transaction report if the report would duplicate information
contained in broker trade confirmations or account statements
received by the Fund, the Adviser and the Distributor with
respect to the Access Person in the time period required above
if all of the information required by that paragraph is
contained in the broker trade confirmations or account
statements, or in the records of the Fund, the Adviser and the
Distributor.
A. Additional Responsibilities of Portfolio Managers
In addition to the requirements set forth above for Van Kampen
Employees and Access Persons, the following additional requirements are
applicable to Portfolio Managers.
1. A Portfolio Manager, including individuals involved in determining
the composition of the portfolios of Funds that are UITs or who have
knowledge of a composition of a UIT portfolio before deposit (a "UIT
Portfolio Manager"), may not buy or sell a Covered Security within 7
calendar days before or after any Client, over which such Portfolio
Manager exercises investment discretion, trades in such Covered
Security.
2. A Portfolio Manager may not purchase shares of a closed-end
investment company over which such Portfolio Manager exercises
investment discretion.
A. Insiders
1. Each Van Kampen Employee shall comply with all laws and regulations,
and prohibitions against insider trading. Trading on or
communicating material non- public information, or "inside
information," of any sort, whether obtained in the course of
research activities, through a Client relationship or otherwise, is
strictly prohibited.
2. Van Kampen Employees shall not disclose any non- public information
relating to a Client's account portfolio or transactions or to the
investment recommendations of Van Kampen, nor shall any Van Kampen
Employee
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disclose any non- public information relating to the business or
operations of the members of Van Kampen, unless properly authorized
to do so by the Chief Compliance Officer or General Counsel.
3. No Van Kampen Employee who is required to file a statement of
ownership pursuant to Section 16 of the Exchange Act may purchase or
sell or sell and purchase a company- sponsored closed-end investment
company within a six month period and realize a profit on such
transaction.
B. Exceptions
1. Notwithstanding the foregoing, the Chief Compliance Officer or his
or her designee, in keeping with the general principles and
objectives of this Code, may refuse to grant clearance of a personal
transaction in their sole discretion without being required to
specify any reason for the refusal.
2. Upon proper request by a Van Kampen Employee, a Code of Ethics
Review Committee (the "Committee") will consider for relief or
exemption from any restriction, limitation or procedure contained
herein, which restriction, limitation or procedure is claimed to
cause a hardship for such Van Kampen Employee. The Chief Compliance
Officer will in his sole discretion determine whether the request is
appropriate for consideration by the Committee. The Committee shall
meet on an ad hoc basis, as deemed necessary upon the Van Kampen
Employee's written request outlining the basis for his or her
request for relief. The decision regarding such relief or exemption
is within the sole discretion of the Committee.
I. ADMINISTRATION OF THE CODE
A. The administration of this Code shall be the responsibility of the
Chief Compliance Officer or his or her designee whose duties shall
include:
1. Continuously maintaining a list of all current Access Persons who
are under a duty to make reports or pre-clear transactions under
this Code.
2. Providing each such person with a copy of this Code and informing
them of their duties and obligations hereunder.
3. Reviewing all quarterly securities transactions and holdings reports
required to be filed pursuant to this Code, and maintaining a record
of such review, including the name of the compliance personnel
performing the review.
4. Reviewing all initial and annual securities position reports
required to be
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filed pursuant to this Code, and maintaining a record of such
review, including the name of the compliance personnel performing
the review.
5. Preparing listings of all transactions effected by persons subject
to reporting requirements under the Code and comparing all reported
personal securities transactions with completed portfolio
transactions of the Client to determine whether a violation of this
Code may have occurred.
6. Conducting such inspections or investigations as shall reasonably be
required to detect and report any apparent violations of this Code
to any person or persons appointed by Van Kampen to deal with such
information and to the Fund's Board of Directors/Trustees.
7. Submitting a written report, no less frequently than annually, to
the Board of Directors/Trustees of each Fund and sponsor of Funds
that are UITs containing a description of issues arising under the
Code or procedures since the last report, including, but not limited
to, material violations of the Code or procedures and sanctions
imposed in response to material violations.
8. Submitting a certification, no less frequently than annually, to the
Board of Directors/Trustees of each Fund from the Fund, the
respective Adviser and the Distributor that it has adopted
procedures reasonably necessary to prevent Access Persons from
violating the Code.
II. RECORDS
The Fund, the Advisers and the Distributor shall, at its principal places
of business, maintain records of the following:
A. A copy of any code of ethics adopted by such entity that is and has
been in effect during the past five years must be maintained in an
easily accessible place;
B. A copy of any record or report of any violation of the code of ethics
of such entity and any action taken thereon maintained in an easily
accessible place for at least five years after the end of the fiscal
year in which the violation occurs;
C. A copy of each report made by an Access Person as required by this
Code, including any information provided in lieu of the reports and all
Trade Authorization Forms, must be maintained for at least five years
after the end of the fiscal year in which the report is made or the
information is provided, the first two years in an easily accessible
place;
D. A record of all persons, currently or within the past five years, who
are or were required to make reports under this Code, or who are or
were responsible for
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reviewing these reports, must be maintained in an easily accessible
place; and
E. A copy of each written report required to be provided to the
Board of Directors/Trustees of each Fund containing a
description of issues arising under the Code or procedures
since the last report, including, but not limited to, material
violations of the Code or procedures and sanctions imposed in
response to material violations must be maintained for at
least five years after the end of the fiscal year in which it
is made, the first two years in an easily accessible place.
F. A Fund or investment adviser must maintain a record of any
decision, and the reasons supporting the decision, to approve
the acquisition by an Access Person of securities in an
Initial Public Offering or in a Limited Offering.
G. A copy of any decision and reasons supporting such decision to
approve a pre-clearance transaction pursuant to this Code,
made within the past five years after the end of the fiscal
year in which such approval is granted.
I. SANCTIONS
Upon discovering a violation of this Code, Van Kampen may impose such
sanctions as it deems appropriate, including, but not limited to, a reprimand
(orally or in writing), fine, demotion, and suspension or termination of
employment. The General Counsel of Van Kampen, in his sole discretion, is
authorized to determine the choice of sanctions to be imposed in specific cases,
including termination of employment of any Employee.
II. APPROVAL OF CODE OF ETHICS
A. Van Kampen shall provide to the Board of Directors/Trustees of each
Fund and sponsor of Funds that are UITs the following:
1. A copy of the Fund's Code, the Adviser's Code and the Distributor's
Code for such Board's review and approval.
2. Promptly, a copy of any amendments to such Codes.
3. Upon request, copies of any reports made pursuant to the Code by any
person as to an investment company client.
4. Immediately, without request by an investment company client, all
material information regarding any violation of the Code by any
person as to such investment company client.
5. Certification, no less frequently than annually, to the Board of
Directors/Trustees of each Fund from the Fund, the respective
Adviser and
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the Distributor that it has adopted procedures reasonably necessary
to prevent Access Persons from violating the Code.
B. Prior to adopting this Code, the Board of Trustees/Directors of each
Fund, including a majority of Disinterested Trustee/Directors, if
applicable, reviewed and approved this Code with respect to the Fund,
each adviser of the Fund and the Distributor of the Fund, including all
procedures or provisions related to the enforcement of this Code. The
Board based its approval of this Code on, among other things, (i)
certifications from the Fund, the respective Adviser and the
Distributor that it has adopted procedures reasonably necessary to
prevent violations of the Code and (ii) a determination that such Code
is adequate and contains provisions reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by Rule
17j-1(b).
III. EFFECTIVE DATE
All Van Kampen Employees are required to sign a copy of this Code
indicating their agreement to abide by the terms of the Code.
In addition, Van Kampen Employees will be required to certify annually that
(i) they have read and understand the terms of this Code and recognize the
responsibilities and obligations incurred by their being subject to this Code,
and (ii) they are in compliance with the requirements of the Code.
Effective this 1st day of September, 2000.
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EXHIBIT "A"
I. "Chief Compliance Officer" is Don Andrews.
II. "Code of Ethics Review Committee" shall consist of the Chief Compliance
Officer and General Counsel.
III. "General Counsel" is A. Thomas Smith III.
IV. Brokerage Accounts - The persons in the Compliance Department to notify
of brokerage accounts are:
Houston and Kansas City: Pam Robertson Phone: (713) 438-4210
Fax: (713) 438-3115
All other locations: Virginia Rodrigues Phone: (630) 684-6260
Fax: (630) 684-6830
V. Pre-Clearance - The persons in the Compliance Department to pre- clear
securities in an Employee Account are:
Houston and Kansas City: Pam Robertson Phone: (713) 438-4210
Waverly Banks (713) 438-4449
Fax: (713) 438-3115
All other Locations: Amy Tucek Phone: (630) 684-6035
Sue Pittner (630) 684-6393
Fax: (630) 684-6830
VI. Questions Theresa Renn Phone: (630) 684-6849
