<DOCUMENT>
<TYPE>EX-99.(17)(B)
<SEQUENCE>22
<FILENAME>c95895a1exv99wx17yxby.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>
<PAGE>
                                                                   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
<PAGE>
               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
<PAGE>

               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
<PAGE>

               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
<PAGE>


         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
<PAGE>

                        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
<PAGE>

                             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
<PAGE>

               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
<PAGE>

               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
<PAGE>

                        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
<PAGE>

                        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
<PAGE>

                        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
<PAGE>

                   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
<PAGE>

                        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
<PAGE>

                   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
<PAGE>

                   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.







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                   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.









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