<PAGE> 1
EXHIBIT (p)
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
1
September 1, 2000
<PAGE> 2
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, 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
2
September 1, 2000
<PAGE> 3
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
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.
3
September 1, 2000
<PAGE> 4
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 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.
4
September 1, 2000
<PAGE> 5
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 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
5
September 1, 2000
<PAGE> 6
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
retirement plan, other than an individual
retirement account, in which an Employee is a
beneficiary).(3)
6
September 1, 2000
<PAGE> 7
(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
7
September 1, 2000
<PAGE> 8
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.
(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
8
September 1, 2000
<PAGE> 9
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 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.
9
September 1, 2000
<PAGE> 10
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.
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
10
September 1, 2000
<PAGE> 11
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 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
11
September 1, 2000
<PAGE> 12
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
12
September 1, 2000
<PAGE> 13
trustee/director, should have 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
13
September 1, 2000
<PAGE> 14
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 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
14
September 1, 2000
<PAGE> 15
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 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,
15
September 1, 2000
<PAGE> 16
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
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.
16
September 1, 2000
<PAGE> 17
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 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
17
September 1, 2000
<PAGE> 18
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.
18
September 1, 2000
<PAGE> 19
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:
<TABLE>
<S> <C> <C>
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
</TABLE>
V. Pre-Clearance - The persons in the Compliance Department to
pre- clear securities in an Employee Account are:
<TABLE>
<S> <C> <C>
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
</TABLE>
19
September 1, 2000
