EXHIBIT 17(a)
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MORGAN STANLEY INVESTMENT MANAGEMENT
CODE OF ETHICS
Effective June 15, 2004
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(Print Name)
The investment advisors, advisors, distribution companies and related
service companies listed on the attached Schedule A that operate within Morgan
Stanley Investment Management (each, a "Covered Company" and collectively,
"Investment Management") have adopted this Code of Ethics (the "Code"). The
principal objectives of the Code are (i) to provide policies and procedures
consistent with applicable law and regulation, including Rule 17j-1 under the
Investment Company Act of 1940, as amended (the "1940 Act"), and Section 204 A
of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
(ii) make certain that the personal trading and other business activities of
Employees of Investment Management (defined in Section III. below) are conducted
in a manner consistent with applicable law and regulation and the general
principles set forth in the Code.
Employees of Investment Management are also subject to the "Morgan
Stanley Code of Conduct -- Securities and Asset Management Businesses" (the
"Code of Conduct"), and the Morgan Stanley Code of Ethics and Business
Practices, which can be found on the Law Portal of the Morgan Stanley Today
intranet site. Employees are reminded that they are also subject to other Morgan
Stanley Investment Management policies, including policies on insider trading,
the receipt of gifts, the handling of all internally distributed proprietary and
confidential information, Morgan Stanley Investment Management Senior Loan
Firewall Procedures, and service as a director of a publicly traded company. All
internally distributed information is proprietary and confidential information
and should not be discussed with people outside of Morgan Stanley Investment
Management or shared with anybody outside of the Investment Department.
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TABLE OF CONTENTS
Page
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I. Policy Highlights..................................................................1
II. General Principles.................................................................2
A. Shareholder and Client Interests Come First.................................2
B. Avoid Actual and Potential Conflicts of Interest............................3
III. Definitions........................................................................3
A. Access Persons..............................................................3
B. Covered Accounts............................................................3
C. Covered Securities..........................................................4
D. Investment Personnel........................................................4
IV. Grounds for Disqualification from Employment.......................................4
V. Personal Securities Transactions...................................................5
A. Prohibited Conduct..........................................................5
B. Restrictions and Limitations on Personal Securities Transactions............5
C. Exempt Securities...........................................................9
D. Pre-Clearance Requirement..................................................10
E. Permitted Brokerage Accounts and Accounts Holding Morgan Stanley/
Van Kampen Funds.........................................................13
VI. Reporting Requirements............................................................15
A. Report of Transactions.....................................................15
B. Form of Reporting..........................................................17
C. Responsibility to Report...................................................18
D. Leave of Absence...........................................................18
E. Where to File Report.......................................................18
F. Responsibility to Review...................................................18
VII. Code of Ethics Review Committee...................................................19
VIII. Service as a Director and Outside Business Activities.............................19
IX. Gifts.............................................................................19
X. Sanctions.........................................................................20
XI. Employee Certification............................................................20
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I. Policy Highlights
The Code is designed so that all acts, practices and courses of
business engaged in by employees are conducted in accordance with the
highest possible standards and to prevent abuses or even the appearance
of abuses by Employees relating to their personal trading and other
business activity. Compliance with the Code is a matter of
understanding the basic requirements and making sure the steps the
employee takes with respect to each personal securities transaction and
his/her personal investment is in accordance with these requirements.
This Section sets forth selected rules that frequently raise questions.
These are by no means comprehensive and Employees must examine the
specific sections of the Code for more details and are strongly urged
to consult Compliance when questions arise:
o Shares of Morgan Stanley/Van Kampen open-end investment companies
("Affiliated Mutual Funds"), whether purchased, sold or exchanged
in a brokerage account, directly through a transfer agent or in a
401(k) or other retirement plan, including the Morgan Stanley
401(k) plan, are exempt from pre-clearance requirements but are
subject to holding and reporting requirements. AFFILIATED MUTUAL
FUNDS MAY NOT BE SOLD, REDEEMED OR EXCHANGED UNTIL AT LEAST 60
CALENDAR DAYS FROM THE PURCHASE TRADE DATE. SHARES IN THE SAME
MUTUAL FUND MAY NOT BE REPURCHASED UNTIL AT LEAST 60 CALENDAR
DAYS FROM THE SALE TRADE DATE. INVESTMENT PERSONNEL, DEFINED
HEREIN, MAY NOT SELL, REDEEM OR EXCHANGE AFFILIATED MUTUAL FUNDS
UNTIL AT LEAST 90 CALENDAR DAYS FROM THE PURCHASE TRADE DATE AND
ARE SUBJECT TO THE REPURCHASE RESTRICTIONS ABOVE;
o Purchases and sales of shares in money market funds, including
Morgan Stanley/Van Kampen money market funds, continue to be
exempt from preclearance, minimum holding period and reporting
requirements of the Code;
o Employees must maintain brokerage accounts at Morgan Stanley
unless an exception is granted. All accounts for the purchase of
Affiliated Mutual Funds must be pre-approved by the Compliance
Department before opening;
o All Personal Securities Transactions must be pre-cleared through
Compliance, except as set forth herein;
o Employees may only transact in MWD stock during designated window
periods and all transactions must be pre-cleared. The
restrictions imposed by Morgan Stanley on Senior Management and
other persons in connection with transactions in MWD stock are in
addition to this Code, and must be observed to the extent
applicable;
o Exchange Traded Funds ("ETFs") and closed-end mutual funds must
be pre-cleared and are subject to all other holding and reporting
requirements;
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o Employees are prohibited from acquiring any security in an
initial public offering (IPO) or any other public underwriting;
o Private placements, participation on the Board of any company and
any outside business activities must be pre-approved by the Code
of Ethics Review Committee;
o Employees may not sell Covered Securities under any circumstances
unless they have been held for at least 30 days and they may not
be sold at a profit until at least 60 calendar days from the
purchase trade date;
o Employees may not repurchase any security sold by the Employee
within the previous 30 days and may not repurchase such security
within the previous 60 days if the purchase price is lower than
any sale price within the 60-day period;
o Portfolio managers and research analysts and those who report to
them, may not trade in a security if accounts they manage trade
in the same security within the 7 days prior to or 7 days
following the Employee's transaction;
o Employees are required to submit an Initial Holdings Report upon
hire, Quarterly Transactions Reports and an Annual Report and
Compliance Certification.
II. General Principles
A. Shareholder and Client Interests Come First
Every Employee owes a fiduciary duty to the shareholders of
registered investment companies (each; a "Fund" and collectively,
the "Funds") and to the Managed Account Clients (defined as
clients other than registered investment companies including
unregistered investment companies, institutional clients and
individuals). This means that in every decision relating to
investments, every Employee must recognize the needs and
interests of the Fund shareholders and the Managed Account
Clients, and be certain that at all times the interests of the
Fund shareholders and other Managed Account Clients are placed
ahead of any personal interest.
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B. Avoid Actual and Potential Conflicts of Interest
The restrictions and requirements of the Code are designed to
prevent behavior which actually or potentially conflicts, or
raises the appearance of an actual or potential conflict, with
the interests of the Fund shareholders or the Managed Account
Clients. It is of the utmost importance that the Personal
Securities Transactions of Employees be conducted in a manner
consistent with both the letter and spirit of the Code to avoid
any such conflict of interest and to prevent abuse of an
Employee's position of trust and responsibility.
III. Definitions
A. "Access Persons" shall include all directors, officers, and
employees of Investment Management as well as certain other
persons falling within such definition under Rule 17j-1 under the
1940 Act and such other persons that may be so deemed by each
Local Compliance Group from time to time, except those persons
who are not officers and directors of an investment adviser under
Investment Management and who meet the following criteria: (i)
directors and officers of Morgan Stanley Distributors Inc.,
Morgan Stanley Distribution Inc., Morgan Stanley & Co., and Van
Kampen Funds Inc. (each a "Distributor" and collectively, the
"Distributors") that do not devote substantially all of their
working time to the activities (including distribution
activities) of an investment adviser under Morgan Stanley
Investment Management; (ii) directors and officers of the
Distributors that do not, in connection with their regular
functions and duties, participate in, obtain information with
respect to, or make recommendations as to, or purchase and sell
securities on behalf of a Fund or a Managed Account Client; and
(iii) directors and officers of the Distributors that do not have
access to information regarding the day-to-day investment
activities of Investment Management shall not be deemed Access
Persons. Such persons are, however, subject to the Code of
Conduct. The Local Compliance Group for each Covered Company will
identify all Access Persons of Investment Management and notify
them of their pre-clearance and reporting obligations at the time
they become an Access Person. Access Persons will be referred to
as "Employees" throughout the Code. Employees with questions
concerning their status as Access Persons are urged to consult
with their Local Compliance Group.
B. "Covered Accounts" shall include any account in which an
Employee has, or acquires any direct or indirect beneficial
ownership in a security held in the account. Generally, an
employee is regarded as having beneficial ownership of securities
held in an account in the name of: (1) the individual; (2) a
husband, wife or minor child; (3) a relative sharing the same
house; (4) another person if the Employee obtains benefits
substantially equivalent to ownership of the
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securities; (ii) can obtain ownership of the securities
immediately or at some future time; or (iii) can have investment
discretion or otherwise can exercise control. In addition, as
described in the Code, certain circumstances constitute
Beneficial Ownership by an Employee of securities held by a
trust.
C. "Covered Securities" shall include all securities, any option to
purchase or sell, and any security convertible into or
exchangeable for such securities. For example, Covered Securities
also include, but are not limited to individual securities,
open-end mutual funds, exchange traded funds, closed-end funds
and unit investment trusts. Exemption from certain requirements
of the Code may apply to designated Covered Securities, as set
forth below. In addition, certain securities, such as money
market funds, are exempt from the definition of "Covered
Security" as explained in the Code.
D. "Investment Personnel" shall mean any Investment Management
Employee who, in connection with his or her regular functions or
duties, makes or participates in making recommendations regarding
the purchase or sale of securities or anyone who, in connection
with their job functions, has real-time knowledge of such
recommendations. This includes, but is not limited to, portfolio
managers, research analysts, and all persons reporting to
portfolio managers and research analysts and personnel in the
trading department, among others.
IV. Grounds for Disqualification from Employment
Pursuant to the terms of Section 9 of the 1940 Act, no director,
officer or employee of a Covered Company, as listed in Schedule A may
become, or continue to remain, an officer, director or employee without
an exemptive order issued by the U.S. Securities and Exchange
Commission if such director, officer or employee:
o within the past ten years has been convicted of any felony or
misdemeanor (i) involving the purchase or sale of any security;
or (ii) arising out of their conduct as an underwriter, broker,
dealer, investment adviser, municipal securities dealer,
government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered
under the U.S. Commodity Exchange Act, or as an affiliated
person, salesman or employee of any investment company, bank,
insurance company or entity or person required to be registered
under the Commodity Exchange Act; or
o is or becomes permanently or temporarily enjoined by any court
from: (i) acting as an underwriter, broker, dealer, investment
adviser, municipal securities dealer, government securities
broker, government securities dealer, transfer agent, or entity
or person required to be registered under the U.S. Commodity
Exchange Act, or as an affiliated person, salesman or employee of
any investment company,
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bank, insurance company or entity or person required to be
registered under the U.S. Commodity Exchange Act; or (ii)
engaging in or continuing any conduct or practice in connection
with any such activity or in connection with the purchase or sale
of any security.
It is your obligation to immediately report any conviction or
injunction falling within the foregoing provisions to the Chief Legal
or Compliance Officer of Investment Management.
V. Personal Securities Transactions
A. Prohibited Conduct
No Employee shall buy or sell any Covered Security (with the
exception of those described in sub-section C. below) for a
Covered Account (referred to herein as a "Personal Securities
Transaction") unless:
1. pre-clearance of the transaction has been obtained; and the
2. transaction is reported in writing to the Local Compliance
Group in accordance with the requirements below.
B. Restrictions and Limitations on Personal Securities Transactions
Except where otherwise indicated, the following restrictions and
limitations govern Personal Securities Transaction:
1. Covered Securities purchased may not be sold until at least
30 calendar days from the purchase trade date and may not be
sold at a profit until at least 60 calendar days from the
purchase trade date. Covered Securities sold may not be
repurchased until at least 30 calendar days from the sale
trade date. In addition, Covered Securities sold may not be
purchased at a lower price until at least 60 calendar days
from the sale trade date. Any violation may result in
disgorgement of all profits from the transactions as well as
other possible sanctions.
2. Morgan Stanley/Van Kampen open-end Mutual Funds (excluding
money market funds), whether purchased in a brokerage
account, directly through a transfer agent or in a 401(k) or
other retirement plan, may not be sold, redeemed or
exchanged until at least 60 calendar days from the purchase
trade date. They may not be repurchased until at least 60
calendar days from the sale trade date. Investment Personnel
may not sell, redeem or exchange such mutual funds until at
least 90 calendar days from the purchase trade date and are
subject to the repurchase restrictions above;
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In the event of financial hardship, exceptions to this
section of the Code may be granted, but only with the prior
written approval of a Compliance Officer and the Employee's
supervisor and if the transaction is consistent with each
Fund prospectus.
3. No short sales are permitted.
4. No transactions in options or futures are permitted, except
that listed options may be purchased, and covered calls
written. No option may be purchased or written if the
expiration date is less than 60 calendar days from the date
of purchase. No option position may be closed at a profit
less than 60 calendar days from the date it is established.
5. No Employee may acquire any security in an initial public
offering (IPO) or any other public underwriting. No Employee
shall purchase shares of a Fund that is managed by a Covered
Company if such Fund is not generally available to the
public, unless the vehicle is designed for Morgan Stanley
employees and there is no intention of it becoming public in
the future.
6a. Private placements of any kind may only be acquired with
special permission from the Code of Ethics Review Committee
and if approved, will be subject to monitoring by the Local
Compliance Group. Any Employee wishing to request approval
for private placements must complete a Private Placement
Approval Request Form and submit the form to the Local
Compliance Group. A copy of the Private Placement Approval
Request Form, which may be revised from time to time, is
attached as EXHIBIT A. Where the Code of Ethics Review
Committee approves any acquisition of a private placement,
its decision and reasons for supporting the decision will be
documented in a written report, which is to be kept for five
years by the Local Compliance Group after the end of the
fiscal year in which the approval was granted.
6b. Any Employee who has a personal position in an issuer
through a private placement must affirmatively disclose that
interest if such employee is involved in considering any
subsequent investment decision by a Fund or Managed Account
regarding any security of that issuer or its affiliate(s).
In such event, the President or Chief Investment Officer of
Investment Management shall independently determine the
final investment decision. Written records of any such
circumstance shall be sent to the Local Compliance Group and
maintained for a period of five years after the end of the
fiscal year in which the approval was granted.
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Restrictions 7.a. and 7.b. apply only to portfolio managers
and research analysts (and all persons reporting to
portfolio managers and research analysts) of Investment
Management.
7a. No purchase or sale transaction may be made in any Covered
Security by any portfolio manager or research analyst (or
person reporting to a portfolio manager or research analyst)
for a period of 7 calendar days before or after that Covered
Security is bought or sold by any Fund (other than Morgan
Stanley Value-Added Market Series, Morgan Stanley Select
Dimensions Investment Series -- Value-Added Market
Portfolio, and Morgan Stanley index funds, or Portfolios) or
any Managed Account (other than index-based Managed
Accounts) for which such portfolio manager or research
analyst (or person reporting to a portfolio manager or
research analyst) serves in that capacity.
7b. The definition of portfolio manager shall also extend to any
person involved in determining the composition of the
portfolios of Funds that are UITs or who have knowledge of a
composition of a UIT portfolio prior to deposit. These
individuals shall not buy or sell a Covered Security within
7 calendar days before or after such Covered Security is
included in the initial deposit of a UIT portfolio.
Restriction 7.c. applies only to personnel in the trading
department of each Covered Company.
7c. No purchase or sale transaction may be made in any Covered
Security traded through the appropriate Covered Company's
trading desk(s) (as determined by the Local Compliance
Group) by any person on that trading desk at the same time
that any Fund (other than Morgan Stanley Value-Added Market
Series, Morgan Stanley Select Dimensions Investment
Series--Value-Added Market Portfolio, and Morgan Stanley
index funds, or Portfolios) or any Managed Account (other
than index-based Managed Accounts) has a pending purchase or
sale order in that same Covered Security.
7d. Any transaction by persons described in sub-sections 7.a.,
7.b., and 7.c. above within such enumerated period may be
required to be reversed, if applicable, and any profits or,
at the discretion of the Code of Ethics Review Committee,
any differential between the sale price of the Personal
Security Transaction and the subsequent purchase or sale
price by a relevant Fund or Managed Account during the
enumerated period, will be subject to disgorgement; other
sanctions may also be applied.
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8. No Employee shall purchase or sell any Covered Security
which to their knowledge at the time of such purchase or
sale: (i) is being considered for purchase or sale by a Fund
or a Managed Account; or (ii) is being purchased or sold by
a Fund or a Managed Account. With respect to portfolio
managers and research analysts (and all persons reporting to
portfolio managers and research analysts) of a Covered
Company, no such persons may purchase shares of a closed-end
investment company over which such person exercises
investment discretion.
9. If a Personal Securities Transaction is not executed on the
day pre-clearance is granted, it is required that
pre-clearance be sought again on a subsequent day (i.e.,
open orders, such as limit orders, good until cancelled
orders and stop-loss orders, must be pre-cleared each day
until the transaction is effected).(1)
10. Employees shall not participate in investment clubs.
11. Employees may only transact in MWD stock during designated
window periods. Also, such transactions must be pre-cleared
with Compliance. Holdings and transactions in MWD stock are
subject to the initial, quarterly and annual reporting
requirements as well as the 30-day holding period
restriction and the 60-day short swing profit
restriction(2). The restrictions imposed by Morgan Stanley
on Senior Management and other persons in connection with
transactions in MWD stock are in addition to this Code, and
must be observed to the extent applicable. Employees are
required to read the Code of Conduct for a listing of
specific restrictions and limitations relating to the
purchase or sale of MWD stock. Employees receiving MWD stock
or options through EICP and other plans may be subject to
certain trading restrictions and exemptions. Employees
should check Employment documents and consult with
compliance to address any questions.
Important: Regardless of the limited applicability of
Restrictions 7.a., 7.b., and 7.c. each Local Compliance Group
monitors all transactions by Employees in all locations in order
to ascertain any pattern of conduct that may evidence actual or
potential conflicts with the principles and objectives of the
Code, including a pattern of front-running. The Compliance Group
of each Covered Company: (i) on a quarterly basis, will provide
the Boards of Directors/Trustees of the Funds it manages with a
written report that describes any issues that arose during the
previous quarter under the Code and, if applicable, any Funds'
Sub-Adviser's Code of Ethics, including but not limited to,
information about material violations
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(1) In the case of trades in institutional markets where the market has already
closed, transactions must be executed by the next close of trading in that
market.
(2) In connection with the sale of MWD stock, periodic purchases through
employee sponsored equity purchase plans shall not be counted when calculating
the 30-day holding period restriction or the 60-day short swing profit
restriction.
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and sanctions imposed in response to the material violations; and (ii)
on an annual basis, will certify that each Covered Company has adopted
procedures reasonably necessary to prevent its Employees from violating
the Code. Also, as stated elsewhere in this Code, any violation of the
foregoing restrictions may result in disgorgement of all profits from
the transactions as well as other possible sanctions.
C. Exempt Securities
1. The securities listed below are exempt from: (i) the holding
period and other restrictions of this Section V., sub-sections
B.1., B.2., B. 7a-d. and B.8.; (ii) the pre-clearance
requirements; and (iii) the initial, quarterly and annual
reporting requirements. Accordingly, it is not necessary to
obtain pre-clearance for Personal Securities Transactions in any
of the following securities, nor is it necessary to report such
securities in the quarterly Transaction Reports or the Initial
Holdings Report and Annual Compliance Certification:
(a) Direct obligations of the United States Government(3);
(b) Bank Certificates of Deposit;
(c) Bankers' Acceptances;
(d) Commercial Paper; and
(e) High Quality Short-Term Debt Instruments (which for these
purposes are repurchase agreements and any instrument that
has a maturity at issuance of fewer than 366 days that is
rated in one of the two highest categories by a Nationally
Recognized Statistical Rating Organization).
(f) Shares held in money market funds, including Morgan
Stanley/Van Kampen money market funds.
(g) Shares held in non-affiliated open-end Mutual Funds.
2. Transactions in redeemable Unit Investment Trusts are exempt from
the restrictions contained in this Section V., sub-sections B.1.
and B.7 and the pre-clearance requirement of Section V.,
sub-section A., but are subject to the reporting requirements of
Section VI., sub-section A.
3. Shares of Morgan Stanley/Van Kampen open-end mutual funds are
exempt from the pre-clearance requirement of Section V,
sub-section A, but are subject to the account opening
restrictions of Section V, sub-section E, initial, quarterly and
annual reporting requirements of Section VI,
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(3) Includes securities that carry full faith and credit of the U.S. Government
for the timely payment of principal and interest, such as Ginnie Maes, U.S.
Savings Bonds, and U.S. Treasuries. For international offices, the equivalent
shares in fixed income securities issued by the government of their respective
jurisdiction; however such securities are subject to the initial and annual
reporting requirements of sub-section D.
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and the holding period restrictions contained in Section V, sub-section
B. Exchange Traded Funds ("ETFs") and closed-end funds must be
pre-cleared and are subject to all other reporting requirements.
4. All Employees wishing to participate in an issuer's direct stock
purchase plan or automatic dividend reinvestment plans must submit a
memorandum to the Local Compliance Group stating the name and the
amount to be invested in the plan. Any sale transactions from an
automatic dividend reinvestment plan must be pre-cleared. Purchases
under an issuer's direct stock purchase plan or automatic dividend
reinvestment plan are exempt from the restrictions contained in this
Section V, sub-sections B.1., B.7a-d. and B.8. and the pre-clearance
requirement but are subject to the reporting requirements.
5. Transactions in Morgan Stanley and Van Kampen mutual funds within the
Morgan Stanley 401(k) Plan(4) are exempt from the pre-clearance
requirement of Section V. sub-section A, but are subject to the
initial, quarterly and annual reporting requirements of Section VI. and
the holding period restrictions contained in Section V, sub-section B.
6. Employees may maintain fully discretionary managed accounts provided
that each of the following conditions are met: (i) the investment
program is offered by Morgan Stanley; (ii) the portfolio manager's
strategy/investment discipline/investment program offered/utilized is
the same for both Employee and non-Employee client accounts; (iii)
written permission is obtained from the Director of Compliance and the
Chief Investment Officer (or their designees) prior to opening a fully
discretionary account; (iv) written certification is obtained stating
that there will be no communication between the portfolio manager and
the Employee with regard to investment decisions prior to execution;
and (v) Employee accounts will be treated no differently from
non-Employee accounts. The Employee must designate duplicate copies of
trade confirmations and statements to be sent to the Compliance
Department. To the extent that an Employee directs trades for tax
purposes, that Employee shall obtain pre-clearance for each transaction
from his/her Local Compliance Group.
D. Pre-Clearance Requirement
1. Personal Securities Transactions
(a) From Whom Obtained
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(4) This includes Morgan Stanley Retirement Plans that are equivalent to 401(k)
Plans in jurisdictions outside the United States.
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All Employees are required to obtain pre-clearance of
Personal Securities Transactions in Covered Securities.
Employees must complete the required Form, as described
below, and submit it to the Compliance Department for
approval.
A copy of the Personal Securities Transaction Approval
Form, which may be revised from time to time, is
attached as EXHIBIT B.
(b) Personal Securities Transaction Approval Process
Pre-clearance must be obtained by completing and signing
the Personal Securities Transaction Approval Form and
obtaining the proper pre-clearance signatures. The
Approval Form must also indicate, as applicable, the
name of the individual's financial advisor, the branch
office numbers, as well as other required information.
If an Employee has more than one Covered Account, the
Employee must indicate for which Covered Account the
trade is intended on the Personal Securities Transaction
Approval Form. Employees are required to have duplicate
copies of their trade confirmations and Covered Account
statements (which can be electronically transmitted)
sent to the Local Compliance Group for each Covered
Account the Employee has, or as a result of the
transaction acquires, any direct or indirect beneficial
ownership (as defined in sub-section E.3. below).
Employees are required to: (i) confirm that no open
orders exist in the same or related security with the
appropriate trading desk(s) (as determined by the Local
Compliance Group); and (ii) have the transaction
approved by the Local Compliance Group.
Portfolio managers and research analysts (or persons
reporting to portfolio managers or research analysts) of
Investment Management seeking pre-clearance for a
Personal Securities Transaction must obtain an
additional signature from a designated Senior Portfolio
Manager (prior to pre-clearance from the Local
Compliance Group). Trading desk personnel at any Covered
Company seeking pre-clearance for a Personal Securities
Transaction must obtain an additional signature from
their immediate supervisor prior to pre-clearance from
the Local Compliance Group.
(c) Filing and Approval
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After all required signatures are obtained, the Personal
Securities Transaction Approval Form must be filed with
the Local Compliance Group. The Employee should retain a
copy for his/her records.
Compliance will act on the request and notify the
Employee whether the request has been approved or
denied. If pre-clearance of a request is approved, it is
effective only for a transaction completed prior to the
close of business on the day of approval. Any
transaction not completed will require a new approval.
Each Local Compliance Group has implemented procedures
reasonably designed to monitor purchases and sales
effected pursuant to these pre-clearance procedures.
2. Factors Considered in Pre-Clearance of Personal Securities
Transactions
In reviewing any Personal Securities Transaction for
pre-clearance, the following factors, among others, will
generally be considered:
o Whether the amount or the nature of the transaction, or
the Employee making it, is likely to affect the price or
market of security that is held by a Fund or a Managed
Account Client.
o Whether the purchase or sale transaction of the Covered
Security by the Employee: (i) is being considered for
purchase or sale by a Fund or a Managed Account; or (ii)
is being purchased or sold by a Fund or a Managed
Account Client.
o Whether the individual making the proposed purchase or
sale is likely to benefit from purchases or sales being
made or considered on behalf of any Fund or a Managed
Account Client.
o Whether the transaction is non-volitional on the part of
the Employee.
o Whether the transaction is conducted in a manner that is
consistent with the Code to avoid any appearance of
impropriety.
In addition to the requirements set forth in the Code, the Local
Compliance Group and/or, if applicable, designated Senior
Portfolio Manager/immediate trading room supervisor (as
appropriate), in keeping with the general principles and
objectives of the Code, may refuse to grant pre-clearance of a
Personal Securities Transaction in their sole discretion without
being required to specify any reason for the refusal.
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E. Permitted Brokerage Accounts and Accounts Holding Morgan Stanley/Van
Kampen Funds
1. Brokerage Accounts
All securities transactions must be made through a Morgan Stanley
brokerage account(5). No other brokerage accounts, including
mutual fund accounts with brokerage capabilities, are permitted
unless special permission is obtained from the Local Compliance
Group. If an Employee maintains an account(s) outside of Morgan
Stanley, that Employee must transfer his/her account(s) to a
Morgan Stanley brokerage account as soon as practical (generally
within 30 days). Failure to do so will be considered a
significant violation of the Code. In the event permission to
maintain an outside brokerage account is granted by the Local
Compliance Group, it is the responsibility of the Employee to
arrange for duplicate confirmations of all securities
transactions and brokerage statements to be sent to the Local
Compliance Group.
Prior to opening a Morgan Stanley brokerage account, Employees
must obtain approval from their Local Compliance Group. No
Employee may open a brokerage account unless a completed and
signed copy of a Morgan Stanley Employee Account Request Form
attached as EXHIBIT C is submitted to the Local Compliance Group
for approval. Employees are responsible for reporting their
Morgan Stanley account number to the Local Compliance Group.
2. Accounts Holding Affiliated Mutual Funds
The opening of an account for purchase of Affiliated Mutual Funds
(other than participation in the Morgan Stanley 401(k) Plan) must
be pre-approved by the Local Compliance Group. Duplicate
confirmations of all transactions and statements must be sent to
the Local Compliance Group. (See EXHIBIT C).
3. Accounts Covered
An Employee must obtain pre-clearance for any Personal Securities
Transaction if such Employee has, or as a result of the
transaction acquires, any direct or indirect beneficial ownership
in the security.
The term "beneficial ownership" shall be interpreted with
reference to the definition contained in the provisions of
Section 16 of the Securities
- ----------
(5) Morgan Stanley brokerage account shall mean an account with an affiliated
Morgan Stanley broker in the Employee's local jurisdiction.
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Exchange Act of 1934. Generally, a person is regarded as having
beneficial ownership of securities held in the name of:
(a) the individual; or
(b) a husband, wife or a minor child; or
(c) a relative sharing the same house; or
(d) other person if the Employee: (i) obtains benefits
substantially equivalent to ownership of the securities;
(ii) can obtain ownership of the securities immediately
or at some future time; or (iii) can have investment
discretion or otherwise can exercise control.
The following circumstances constitute Beneficial Ownership by an
Employee of securities held by a trust:
(a) Ownership of securities as a trustee where either the
Employee or members of the Employee's immediate family
have a vested interest in the principal or income of the
trust.
(b) Estate or trust accounts in which the Employee has the
power to effect investment decisions, unless a specific
exemption is granted.
(c) Any Employee who is a settlor of a trust is required to
comply with all the provisions of the Code, unless
special exemption in advance is granted by the Local
Compliance Group and: (i) the Employee does not have any
direct or indirect beneficial interest in the trust;
(ii) the Employee does not have the direct or indirect
power to effect investment decisions for the trust, and
(iii) the consent of all the beneficiaries is required
in order for the Employee to revoke the trust.
It is the responsibility of the Employee to arrange for duplicate
confirmations of all securities transactions and statements to be
sent to the Local Compliance Group. The final determination of
beneficial ownership is a question to be determined in light of
the facts of each particular case. If there are any questions as
to beneficial ownership, please contact your Local Compliance
Group.
4. Accounts Exempt from Pre-approval Requirement
Pre-approval is not required for any account where the Employee
does not have direct or indirect beneficial ownership. In case of
doubt as to whether
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an account is a Covered Account, Employees must consult with
their Local Compliance Group.
VI. Reporting Requirements
A. Report of Transactions
Employees are subject to several reporting requirements including
an Initial Listing of Securities Holdings and Accounts when an
Employee commences employment with Investment Management,
Quarterly Securities Transactions and New Accounts Reports and an
Annual Listing of Securities Holdings Report and Certification of
Compliance. It is the responsibility of Employees to submit their
reports in a timely manner. Compliance will notify Employees of
their Quarterly and Annual Reporting obligations under the Code.
1. Initial Listing of Securities Holdings and Brokerage and
Morgan Stanley/Van Kampen Mutual Fund Accounts Report
When an Employee begins employment with Investment
Management he or she must provide an Initial Listing of
Securities Holdings and Brokerage Accounts Report to
their Local Compliance Group disclosing: (i) all Covered
Securities, including Affiliated Mutual Funds, and
private placement securities beneficially owned by the
Employee, listing the title of the security, number of
shares held, and principal amount of the security; (ii)
the name of the broker, dealer, bank or financial
institution where the Employee maintains a personal
account; and (iii) the date the report is submitted by
the Employee.
2. Quarterly Securities Transactions and New Brokerage
and Morgan Stanley/Van Kampen Mutual Fund Accounts
Reports
Quarterly Securities Transactions and New Brokerage and
Mutual Fund Accounts Reports must be submitted by
Employees within 10 calendar days after the end of each
calendar quarter. Any new brokerage account, any account
opened for the purchase of Morgan Stanley/Van Kampen
mutual funds, or any mutual fund account(s) with
brokerage capabilities opened during the quarter without
their Local Compliance Group's prior approval must also
be reported within 10 calendar days after the end of
each calendar quarter. (See EXHIBIT E.)
(a) All Personal Securities Transactions in Covered
Securities, and all securities transactions in
Morgan Stanley/Van Kampen open-end mutual funds
must be reported in the next quarterly transaction
report after the transaction is effected. Please
note exceptions to
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this in sub-section (b) below. The quarterly
report shall contain the following information:
(i) The date of the transaction, the title,
interest rate and maturity date (if
applicable), number of shares and
principal amount of each security
involved;
(ii) The nature of the transaction (i.e.,
purchase, sale, or any other type of
acquisition or disposition);
(iii) The price at which the purchase or sale
was effected;
(iv) The name of the broker, dealer, bank or
other financial institution with, or
through which, the purchase or sale was
effected; and
(v) The date the report was submitted to the
Local Compliance Group by such person.
In addition, any new brokerage account, any
account opened for the purchase of Morgan
Stanley/Van Kampen mutual funds, or any mutual
fund account with brokerage capabilities opened
during the quarter without approval from the Local
Compliance Group must be reported. The report must
contain the following information:
(i) The name of the broker, dealer, bank or
other financial institution with whom the
account was established; and
(ii) The date the account was established.
(b) Exemption from Filing Quarterly Report - An
Employee need not make a quarterly transaction
report if he/she: (i) maintains only a Morgan
Stanley brokerage account, Morgan Stanley/Van
Kampen direct account for the purchase of mutual
funds and/or Morgan Stanley 401(k) Plan and the
report would duplicate information contained in
the trade confirms, system generated reports or
account statements received by the Local
Compliance Group. In addition, the Employee must
not have opened any new brokerage accounts or
mutual fund accounts without obtaining approval
from their Local Compliance Group during the
quarter.
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3. Annual Listing of Securities Holdings Reports and Certification
of Compliance
The Annual Listing of Securities Holdings Report and
Certification of Compliance requires all Employees to provide an
annual listing of holdings of: (i) all Covered Securities
beneficially owned and all Morgan Stanley/Van Kampen open-end
mutual funds (excluding money market accounts), listing the title
of the security, number of shares held, and principal amount of
the security as of December 31 of the preceding year, (ii) the
name of any broker, dealer, bank or financial institution where
the account(s) in which these Covered Securities were maintained,
as of December 31 of the preceding year; and (iii) the date the
report is submitted. This report must be provided no later than
30 calendar days after December 31 each year. In the case of
Employees maintaining a Morgan Stanley brokerage
account(s),Morgan Stanley/Van Kampen open-end mutual funds,
and/or Morgan Stanley 401(k) Plan for which trade confirms,
system generated reports or account statements are already
received on a quarterly basis by the Local Compliance Group, an
annual certification (Certification of Compliance) that the
holdings information already provided to the Local Compliance
Group accurately reflects all such holdings will satisfy the
aforementioned requirement.
B. Form of Reporting
The Initial Listing of Securities Holdings and Brokerage Accounts
Report, Quarterly Securities Transactions and New Brokerage Accounts
Reports, and the Annual Listing of Securities Holdings Report and
Certification of Compliance must be completed on the appropriate forms,
attached as EXHIBITS D, E, AND F respectively, which would be provided
by each Local Compliance Group. By not submitting a quarterly
transaction report form, an Employee will be deemed to have represented
that such person has: (i) executed reportable transactions only in
accounts listed with the Local Compliance Group; or (ii) only traded
securities exempt from the reporting requirements. Copies of the
Initial Listing of Securities Holdings Report and Brokerage and Mutual
Fund Accounts Report, Quarterly Securities Transactions and New
Brokerage and Mutual Fund Accounts Reports, and the Annual Listing of
Securities Holdings Report and Certification of Compliance, which may
be revised from time to time, are attached as EXHIBITS D, E, AND F,
respectively.
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C. Responsibility to Report
The responsibility for reporting is imposed on each Employee required
to make a report. Any effort by a Covered Company to facilitate the
reporting process does not change or alter that individual's
responsibility.
D. Leave of Absence
Employees on leave of absence may not be subject to the pre-clearance
and reporting provisions of the Code, provided that, during their leave
period, they: (i) do not participate in, obtain information with
respect to, make recommendations as to, or make the purchase and sale
of securities on behalf of a Fund or a Managed Account Client; and (ii)
do not have access to information regarding the day-to-day investment
activities of Investment Management.
E. Where to File Report
All reports must be filed by Employees with their Local Compliance
Group.
F. Responsibility to Review
Each Local Compliance Group will review all Initial Listing of
Securities Holdings and Brokerage and Mutual Fund Accounts Reports,
Quarterly Securities Transactions and New Brokerage and Morgan
Stanley/Van Kampen Mutual Fund Accounts Reports, and Annual Listing of
Securities Holdings Reports and Certification of Compliance, filed by
Employees, as well as broker confirmations, system generated reports,
and account statements.
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VII. Code of Ethics Review Committee
A Code of Ethics Review Committee, consisting of the President/Chief
Operating Officer, Chief Investment Officer, Chief Legal Officer, Chief
Compliance Officer and the Chief Administrative Officer -- Investments,
of Morgan Stanley Investment Management or their designees will review
and consider any proper request of an Employee for relief or exemption
from any restriction, limitation or procedure contained herein
consistent with the principles and objectives outlined in this Code.
The Committee shall meet on an ad hoc basis, as it deems necessary,
upon written request by an Employee stating the basis for the requested
relief. The Committee's decision is within its sole discretion.
VIII. Service as a Director and Outside Business Activities
A. Approval to Serve as a Director
No Employee may serve on the board of any company without prior
approval of the Code of Ethics Review Committee. If such approval
is granted, it will be subject to the implementation of
information barrier procedures to isolate any such person from
making investment decisions for Funds or Managed Accounts
concerning the company in question.
B. Approval to Engage in Outside Business Activities
No Employee may engage in any outside business activities without
prior approval of the Code of Ethics Review Committee. If such
approval is granted, it is the responsibility of the Employee to
notify Compliance immediately if any conflict or potential
conflict of interest arises in the course of such activity.
C. Approval Process
A copy of a Form for approval to serve as a Director and to
engage in Outside Business Activities is attached as EXHIBIT G.
This form should be completed and submitted to Compliance for
processing.
IX. Gifts
No Employee shall accept directly or indirectly anything of value,
including gifts and gratuities, in excess of $100 per year from any
person or entity that does business with any Fund or Managed Account,
not including occasional meals or tickets to theater or sporting events
or other similar entertainment. Client entertainment expenses generally
are not considered gifts if: (i) Firm personnel are present; (ii) a
Firm client is present; and (iii) the entertainment is not so regular
or frequent that it creates the appearance of impropriety.
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X. Sanctions
Upon discovering a violation of this Code, Investment Management may
impose such sanctions as they deem appropriate, including a reprimand
(orally or in writing), demotion, suspension or termination of
employment and/or other possible sanctions. The President/Chief
Operating Officer of Investment Management and the Chief Legal Officer
or Chief Compliance Officer together, are authorized to determine the
choice of sanctions to be imposed in specific cases, including
termination of employment.
XI. Employee Certification
Employees are required to sign a copy of this Code indicating their
understanding of, and their agreement to abide by the terms of this
Code.
In addition, 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
this Code, including but not limited to the reporting of all brokerage
accounts, and the pre-clearance of all non-exempt Personal Securities
Transactions in accordance with this Code.
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SCHEDULE A
MORGAN STANLEY INVESTMENT ADVISORS INC.
MORGAN STANLEY INVESTMENT MANAGEMENT INC.
MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED
MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY
MORGAN STANLEY ASSET & INVESTMENT TRUST
MANAGEMENT CO., LIMITED
MORGAN STANLEY INVESTMENT MANAGEMENT
PRIVATE LIMITED
MORGAN STANLEY ALTERNATIVE INVESTMENT PARTNERS LP
MORGAN STANLEY AIP GP LP
MORGAN STANLEY HEDGE FUND PARTNERS GP LP
MORGAN STANLEY HEDGE FUND PARTNERS LP
MORGAN STANLEY SERVICES COMPANY INC.
MORGAN STANLEY DISTRIBUTORS INC.
MORGAN STANLEY DISTRIBUTION INC.
MORGAN STANLEY & CO. INCORPORATED
VAN KAMPEN ASSET MANAGEMENT
VAN KAMPEN ADVISORS INC.
VAN KAMPEN INVESTMENTS, INC.
VAN KAMPEN FUNDS INC.
VAN KAMPEN TRUST COMPANY
VAN KAMPEN INVESTOR SERVICES INC.
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