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CODE OF ETHICS EXHIBIT (p)
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
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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
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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.
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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 investor in a 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.
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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
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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)
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(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
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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
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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.
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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
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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. Additional Responsibilities of Access Persons
In addition to the requirements set forth above, the following
prohibitions and reporting obligations are applicable to Access
Persons.
1. Access Persons 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
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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
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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
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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
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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,
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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.
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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
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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.
Approved this day of .
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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
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EXHIBIT "B"
PERSONAL SECURITIES TRANSACTIONS AUTHORIZATION FORM
VAN KAMPEN INVESTMENTS INC. AND SUBSIDIARIES
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PRINT NAME SOCIAL SECURITY # DEPT./LOCATION BROKERAGE FIRM
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I hereby request permission to effect a transaction in the security as indicated
below for my own account or other account in which I have a beneficial interest
or legal title. I affirm that this transaction is not based on any material,
non-public information and I am not aware of any facts suggesting that this
transaction represents potential conflict of interest.
THE APPROVAL WILL BE EFFECTIVE ONLY FOR A TRANSACTION COMPLETED BETWEEN THE
HOURS OF 9:30 A.M. AND 4:00 P.M. (NEW YORK TIME) ON THE DAY OF APPROVAL. ANY
TRANSACTION, OR PORTION THEREOF, NOT SO COMPLETED WILL REQUIRE A NEW APPROVAL.
I am familiar with and agree to abide by the requirements set forth in the Van
Kampen Investments Inc. Code of Ethics and particularly the following:
ALL EMPLOYEES:
1. I represent that this security is not involved in an Initial or Secondary
Public Offering nor is it being purchased as part of a private placement.
2. I represent that this is not a limit order that extends beyond one day.
3. In the case of a sale, I represent that I have owned this security for more
than thirty (30) days.
4. I represent that I am not aware of any pending purchase or sale by a Van
Kampen client in this security.
ACCESS PERSONS (IN ADDITION TO #1-4 ABOVE):
5. In the case of a sale, I represent that if I have owned this security for
less than sixty (60) days, I am selling at either a loss or no gain. I
agree that any profits realized on trades executed with the 60-day holding
period will be disgorged to charity.
PORTFOLIO MANAGERS (IN ADDITION TO #1-5 ABOVE):
6. I represent that I have not purchased or sold this security within the last
seven (7) calendar nor do I have plans to purchase or sell this security
with the next seven (7) calendar days in any fund(s) under my primary
responsibility.
UIT PORTFOLIO MANAGERS (IN ADDITION TO #1-5 ABOVE)
7. I represent that I have not purchased or sold this security within seven
calendar (7) days before or after the initial deposit of a UIT.
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Name of Security Symbol/CUSIP Buy/Sell Date Acquired*
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* If shares being sold were purchased on more than one date, each acquisition
date must be listed for purposes of determining holding period (use the back
of form if necessary).
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Signature Date Extension/Phone
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PERMISSION: GRANTED ________ DATE TIME SIGNATURE OF COMPLIANCE OFFICER
DENIED ________
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