CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
ADOPTED JULY 23, 2003, AS AMENDED SEPTEMBER 22, 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);
- 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;
- 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
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(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."
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 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