EXHIBIT 17(b)
CODE OF ETHICS
I. INTRODUCTION
Each of the Van Kampen Open-End Funds currently offering shares to the
public, each Van Kampen Unit Investment Trust ("UIT") currently offering units
to the public, and each Van Kampen Closed-End Fund (each a "Fund" and
collectively the "Funds"), Van Kampen Asset Management Inc. ("Asset
Management"), Van Kampen Investment Advisory Corp. ("Advisory Corp."), Van
Kampen Advisors Inc. ("Advisors Inc."), and Van Kampen Management Inc.
("Management Inc.") (each of Asset Management, Advisory Corp., Advisors Inc. and
Management Inc. are sometimes referred herein as the "Adviser" or collectively
as the "Advisers") and Van Kampen Funds Inc. (the "Distributor") (the Advisers
and the Distributor are collectively referred to as "Van Kampen") has adopted
this Code of Ethics. The Advisers are fiduciaries that provide investment
advisory services to the Funds and private investment management accounts, and
the Distributor acts as the principal underwriter for the Funds and the sponsor
of Funds that are UITs, as the case may be.
I. GENERAL PRINCIPLES
A. Shareholder and Client Interests Come First
Every trustee/director, officer and employee of a Fund and every
director, officer and employee of Van Kampen owes a fiduciary
duty to the investment account and the respective investors of
such Fund or private investment management account (collectively,
the "Clients"). This means that in every decision relating to
investments, such persons must recognize the needs and interests
of the Client and be certain that at all times the Clients'
interests are placed ahead of any personal interest of such
person.
B. Avoid Actual and Potential Conflicts of Interest
The restrictions and requirements of this Code are designed to
prevent behavior that conflicts, potentially conflicts or raises
the appearance of an actual or potential conflict with the
interests of Clients. It is of the utmost importance that the
personal securities transactions of trustee/directors, officers
and employees of a Fund and directors, officers and employees of
Van Kampen be conducted in a manner consistent with both the
letter and spirit of
1
the Code, including these principles, to avoid any actual or
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
2
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 such purchases or
sales; (d) any natural person in a control relationship to the
Fund or the Fund's Adviser who obtains information concerning
recommendations made to a Client with regard to the purchase or
sale of a Covered Security by such Client, and (e) any director
or officer of the Distributor, who, in the ordinary course of
business, makes, participates in or obtains information
regarding, the purchase or sale of a Covered Security by a Client
for which it acts as principal underwriter, or whose functions
relate to the making of any recommendations with respect to such
purchases or sales and (ii) with respect to UITs, (a) any
officer, director or employee of the Distributor, when the
Distributor is acting as the sponsor of a Fund that is a UIT,
who, in connection with such person's regular functions or
duties, makes, participates in, or obtains information regarding
the purchase or sale of a Covered Security by a Client or whose
functions relate to the making of any recommendations with
respect to the composition of the Fund; and (b) and natural
person in a control relationship to the Distributor who obtains
information concerning recommendations made to a Client with
regard to the purchase or sale of a Covered Security by such
Client or the composition of the Fund.
B. "Beneficial Ownership" is interpreted in the same manner as it is
under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in determining whether a person is
the beneficial owner of a security for purposes of Section 16 of
the 1934 Act and the rules and regulations thereunder, which
includes "any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise,
has or shares a direct or indirect pecuniary interest in" a
security. The term "pecuniary interest" is further defined to
mean "the opportunity, directly or indirectly, to profit or share
in any profit derived from a transaction in the subject
securities." "Beneficial ownership" includes (i) securities held
by members of a person's immediate family sharing the same
household and includes any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law" and includes adoptive relationships and (ii) a
right to acquire securities through the exercise or conversion of
any derivative security, whether or not presently exercisable.
3
Any report required to be made by this Code may contain a
statement that the report shall not be construed as an admission
by the person making such report that he has any direct or
indirect Beneficial Ownership in the security to which the report
relates.
C. "Board of Directors/Trustees" means the directors/trustees of
each Fund, or with respect to a Fund that is a UIT, the Fund's
principal underwriter or sponsor.
D. "Chief Compliance Officer" is the individual set forth in Exhibit
A.
E. "Client" means each Fund and each private management account or
investment account over which Van Kampen exercises investment
discretion.
F. "Code of Ethics Review Committee" consists of the individuals set
forth in Exhibit A.
G. "Control" has the same meaning as in Section 2(a)(9) of the
Investment Company Act.
H. "Covered Security" refers not only to the instruments set forth
in Section 2(a)(36) of the Investment Company Act but to any
instrument into which such instrument may be converted or
exchanged, any warrant of any issuer that has issued the
instrument and any option written relating to such instrument,
provided, however, that it does not include: (a) any direct
obligation of the United States Government, (b) banker's
acceptances, bank certificates of deposit, commercial paper and
high quality short- term debt instruments, including repurchase
agreements, and (c) shares issued by any open-end investment
companies registered under the Investment Company Act.
I. "Disinterested Trustee/Director" means a trustee or director of a
Fund who is not an "interested person" of such Fund within the
meaning of Section 2(a)(19) of the Investment Company Act.
J. "Employee Account" means any brokerage account or unit investment
trust account in which the Van Kampen Employee has any direct or
indirect beneficial ownership.
K. "General Counsel" is the individual set forth in Exhibit A.
4
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 as soon as practicable from their date of
hire. If the transfer is not completed within 120 days, no
trading will be permitted in the account.
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
5
brokerage accounts. The Van Kampen compliance 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
6
plan, other than an individual retirement account,
in which an Employee is a beneficiary).(3)
(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.
7
4. Pre-Clearance Procedure
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.
8
C. Other Restrictions
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:
9
a) Van Kampen Employees may not purchase a Covered
Security in a private placement or any other
Limited Offering.
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 to the Chief
Compliance Officer an annual affirmation that
he/she has received, read and understood the Van
Kampen Code of Ethics.
D. Responsibilities of Access Persons
The following prohibitions and reporting obligations are
applicable to Access Persons.
1. Access Persons, with the exception of a Disinterested
Trustee/Director, shall not sell a Covered Security
purchased within the previous 60 calendar days from the
trade date, except that a Covered Security held for at
least 30 days from the trade date may be sold at a loss
or no gain. Any profits realized on trades executed
within the 60-day holding period shall be disgorged to
the Client or a charitable organization as determined by
the Chief Compliance Officer.
2. Initial/Annual Reporting: Within ten days after becoming
an Access Person and thereafter, annually at the end of
the calendar year, each Access Person must furnish a
report to the Chief Compliance Officer showing (i) the
date of the report, (ii) the title, number of shares and
principal amount of each Covered Security in which the
Access Person has direct or indirect Beneficial
Ownership on the date such person
10
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 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.
11
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 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. An Access Person may rely on this
exclusion only if he/she (1) maintains a MSDW
and/or MSDWO account, or outside account for which
the Access Person has a written exception; and (2)
has not opened any new brokerage account during the
quarter.
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.
12
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 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
13
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
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.
14
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, 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,
15
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.
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.
16
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 this Code. The Board
based its approval of this Code on, among other things, (i)
certifications from the Fund, the respective Adviser and the
Distributor that it has adopted procedures reasonably
necessary to prevent violations of the Code and (ii) a
determination that such Code is adequate and contains
provisions reasonably necessary to prevent Access Persons
from engaging in any conduct prohibited by Rule 17j-1(b).
III. EFFECTIVE DATE
All Van Kampen Employees are required to sign a copy of this
Code indicating their agreement to abide by the terms of the Code.
In addition, Van Kampen Employees will be required to certify
annually that (i) they have read and understand the terms of this Code and
recognize the responsibilities and obligations incurred by their being subject
to this Code, and (ii) they are in compliance with the requirements of the Code.
Effective this 14th day of February, 2001.
17