CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
ADOPTED JULY 23, 2003, AS AMENDED AUGUST 11, 2004
I. This Code of Ethics (the "Code") for the investment companies within
the Van Kampen complex identified in Exhibit A (collectively, "Funds"
and each, a "Fund") applies to each Fund's Principal Executive Officer,
President, Principal Financial Officer and Treasurer (or persons
performing similar functions) ("Covered Officers" each of whom are set
forth in Exhibit B) for the purpose of promoting:
- honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships.
- full, fair, accurate, timely and understandable disclosure in
reports and documents that a company files with, or submits to,
the Securities and Exchange Commission ("SEC") and in other
public communications made by the Fund;
- compliance with applicable laws and governmental rules and
regulations;
- prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest. Any question about the application of
the Code should be referred to the General Counsel or his/her designee (who is
set forth in Exhibit C).
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes, or appears to interfere, with the interests of, or
his service to, the Fund. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal benefits
as a result of his position with the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Fund because of
their status as "affiliated persons" (as defined in the Investment Company Act)
of the Fund. The Fund's and its investment adviser's compliance programs and
procedures are designed to prevent, or identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside the parameters of this
Code, unless or until the General Counsel determines that any violation of such
programs and procedures is also a violation of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Fund and its investment adviser of which the Covered
Officers are also officers or employees. As a result, this Code recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the Fund or for the investment adviser, or for both), be involved
in establishing policies and implementing decisions that will have different
effects on the Fund and its investment adviser. The participation of the Covered
Officers in
such activities is inherent in the contractual relationship between the Fund and
the investment adviser and is consistent with the performance by the Covered
Officers of their duties as officers of the Fund. Thus, if performed in
conformity with the provisions of the Investment Company Act and the Investment
Advisers Act, such activities will be deemed to have been handled ethically. In
addition, it is recognized by the Funds' Boards of Directors/Trustees ("Boards")
that the Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the Fund.
Each Covered Officer must not:
- use his personal influence or personal relationships improperly
to influence investment decisions or financial reporting by the
Fund whereby the Covered Officer would benefit personally
(directly or indirectly) to the detriment of the Fund;
- cause the Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than
the benefit of the Fund; or
- use material non-public knowledge of portfolio transactions made
or contemplated for, or actions proposed to be taken by, the Fund
to trade personally or cause others to trade personally in
contemplation of the market effect of such transactions.
Each Covered Officer must, at the time of signing this Code,
report to the General Counsel all affiliations or significant business
relationships outside the Morgan Stanley complex and must update the report
annually.
Conflict of interest situations should always be approved by the
General Counsel and communicated to the relevant Fund or Fund's Board. Any
activity or relationship that would present such a conflict for a Covered
Officer would likely also present a conflict for the Covered Officer if an
immediate member of the Covered Officer's family living in the same household
engages in such an activity or has such a relationship. Examples of these
include:
- service or significant business relationships as a director on
the board of any public or private company;
- accepting directly or indirectly, anything of value, including
gifts and gratuities in excess of $100 per year from any person
or entity with which the Fund has current or prospective business
dealings, not including occasional meals or tickets for theatre
or sporting events or other similar entertainment; provided it is
business-related, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any question of
impropriety;
- any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other
than its investment adviser, principal underwriter, or any
affiliated person thereof; and
- a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Fund for effecting
portfolio transactions or for selling or redeeming shares other
than an interest arising from the Covered Officer's employment,
such as compensation or equity ownership.
III. DISCLOSURE AND COMPLIANCE
- Each Covered Officer should familiarize himself/herself with the
disclosure and compliance requirements generally applicable to
the Funds;
- each Covered Officer must not knowingly misrepresent, or cause
others to misrepresent, facts about the Fund to others, whether
within or outside the Fund, including to the Fund's
Directors/Trustees and auditors, or to governmental regulators
and self-regulatory organizations;
- each Covered Officer should, to the extent appropriate within his
area of responsibility, consult with other officers and employees
of the Funds and their investment advisers with the goal of
promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents the Funds file with, or
submit to, the SEC and in other public communications made by the
Funds; and
- it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
- upon adoption of the Code (thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Boards that
he has received, read and understands the Code;
- annually thereafter affirm to the Boards that he has complied
with the requirements of the Code;
- not retaliate against any other Covered Officer, other officer or
any employee of the Funds or their affiliated persons for reports
of potential violations that are made in good faith; and
- notify the General Counsel promptly if he/she knows or suspects
of any violation of this Code. Failure to do so is itself a
violation of this Code.
The General Counsel is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any waivers(3) sought
by a Covered Officer must be considered by the Board of the relevant Fund or
Funds.
The Funds will follow these procedures in investigating and enforcing
this Code:
- the General Counsel will take all appropriate action to
investigate any potential violations reported to him;
- if, after such investigation, the General Counsel believes that
no violation has occurred, the General Counsel is not required to
take any further action;
- any matter that the General Counsel believes is a violation will
be reported to the relevant Fund's Audit Committee;
- --------------------
(3) Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of
a material departure from a provision of the code of ethics."
- if the directors/trustees/managing general partners who are not
"interested persons" as defined by the Investment Company Act
(the "Independent Directors/Trustees/Managing General Partners")
of the relevant Fund concur that a violation has occurred, they
will consider appropriate action, which may include review of,
and appropriate modifications to, applicable policies and
procedures; notification to appropriate personnel of the
investment adviser or its board; or a recommendation to dismiss
the Covered Officer or other appropriate disciplinary actions;
- the Independent Directors/Trustees/Managing General Partners of
the relevant Fund will be responsible for granting waivers of
this Code, as appropriate; and
- any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' investment advisers, principal
underwriters, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code unless any provision of this Code conflicts
with any applicable federal or state law, in which case the requirements of such
law will govern. The Funds' and their investment advisers' and principal
underwriters' codes of ethics under Rule 17j-1 under the Investment Company Act
and Morgan Stanley's Code of Ethics are separate requirements applying to the
Covered Officers and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibits A, B
or C, must be approved or ratified by a majority vote of the Board of each Fund,
including a majority of Independent Directors/Trustees/Managing General
Partners.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Independent
Directors/Trustees/Managing General Partners of the relevant Fund or Funds and
their counsel, the relevant Fund or Funds and their counsel and the relevant
investment adviser and its counsel.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
I have read and understand the terms of the above Code. I recognize the
responsibilities and obligations incurred by me as a result of my being subject
to the Code. I hereby agree to abide by the above Code.
__________________________
Date:_____________________
EXHIBIT A
FUND LIST
Van Kampen Series Fund, Inc.
on behalf of its series
Van Kampen American Value Fund
Van Kampen Emerging Markets Debt Fund
Van Kampen Emerging Markets Income Fund
Van Kampen Emerging Markets Fund
Van Kampen Equity Growth Fund
Van Kampen Focus Equity Fund
Van Kampen Global Equity Allocation Fund
Van Kampen Global Value Equity Fund
Van Kampen Growth and Income Fund II
Van Kampen International Magnum Fund
Van Kampen Japanese Equity Fund
Van Kampen Global Franchise Fund
Van Kampen U.S. Government Trust
on behalf of its series
Van Kampen U.S. Mortgage Fund
Van Kampen Tax Free Trust
on behalf of its series
Van Kampen Insured Tax Free Income Fund
Van Kampen Strategic Municipal Income Fund
Van Kampen California Insured Tax Free Fund
Van Kampen Municipal Income Fund
Van Kampen Intermediate Term Municipal Income Fund
Van Kampen New York Tax Free Income Fund
Van Kampen California Municipal Income Fund
Van Kampen Michigan Tax Free Income Fund
Van Kampen Missouri Tax Free Income Fund
Van Kampen Ohio Tax Free Income Fund
Van Kampen Trust
on behalf of its series
Van Kampen High Yield Fund
Van Kampen Managed Short Term Income Fund
Van Kampen Equity Trust
on behalf of its series
Van Kampen Utility Fund
Van Kampen Mid Cap Growth Fund
Van Kampen Aggressive Growth Fund
Van Kampen Small Cap Value Fund
Van Kampen Select Growth Fund
EXHIBIT A (CONT.)
FUND LIST
Van Kampen Small Company Growth Fund
Van Kampen Small Cap Growth Fund
Van Kampen Value Opportunities Fund
Van Kampen Tax-Exempt Trust
on behalf of its Series
Van Kampen High Yield Municipal Fund
Van Kampen Equity Trust II
on behalf of its Series
Van Kampen Technology Fund
Van Kampen International Advantage
Van Kampen Pennsylvania Tax Free Income Fund
Van Kampen Tax Free Money Fund
Van Kampen Comstock Fund
Van Kampen Corporate Bond Fund
Van Kampen Emerging Growth Fund
Van Kampen Enterprise Fund
Van Kampen Equity Income Fund
Van Kampen Government Securities Fund
Van Kampen Growth and Income Fund
Van Kampen Harbor Fund
Van Kampen High Income Corporate Bond Fund
Van Kampen Limited Maturity Government Fund
Van Kampen Pace Fund
Van Kampen Real Estate Securities Fund
Van Kampen Reserve Fund
Van Kampen Exchange Fund
Van Kampen Life Investment Trust
on behalf of its Portfolios
Aggressive Growth Portfolio
Comstock Portfolio
Emerging Growth Portfolio
Enterprise Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
Van Kampen Municipal Income Trust
Van Kampen California Municipal Trust
EXHIBIT A (CONT.)
FUND LIST
Van Kampen High Income Trust
Van Kampen High Income Trust II
Van Kampen Investment Grade Municipal Trust
Van Kampen Municipal Trust
Van Kampen California Quality Municipal Trust
Van Kampen Florida Quality Municipal Trust
Van Kampen New York Quality Municipal Trust
Van Kampen Ohio Quality Municipal Trust
Van Kampen Pennsylvania Quality Municipal Trust
Van Kampen Trust for Insured Municipals
Van Kampen Trust for Investment Grade Municipals
Van Kampen Trust for Investment Grade California Municipals
Van Kampen Trust for Investment Grade Florida Municipals
Van Kampen Trust for Investment Grade New Jersey Municipals
Van Kampen Trust for Investment Grade New York Municipals
Van Kampen Trust for Investment Grade Pennsylvania Municipals
Van Kampen Municipal Opportunity Trust
Van Kampen Advantage Municipal Income Trust
Van Kampen Advantage Pennsylvania Municipal Income Trust
Van Kampen Strategic Sector Municipal Trust
Van Kampen Value Municipal Income Trust
Van Kampen California Value Municipal Income Trust
Van Kampen Massachusetts Value Municipal Income Trust
Van Kampen New York Value Municipal Income Trust
Van Kampen Ohio Value Municipal Income Trust
Van Kampen Pennsylvania Value Municipal Income Trust
Van Kampen Municipal Opportunity Trust II
Van Kampen Advantage Municipal Income Trust II
Van Kampen Select Sector Municipal Trust
Van Kampen Senior Loan Fund
Van Kampen Senior Income Trust
Van Kampen Bond Fund
Van Kampen Income Trust
EXHIBIT B
COVERED OFFICERS
Mitchell M. Merin -- President
Ronald E. Robison -- Executive Vice President and Principal Executive Officer
James M. Dykas -- Chief Financial Officer and Treasurer
EXHIBIT C
GENERAL COUNSEL'S DESIGNEE
Amy Doberman