MSDW ASSET MANAGEMENT
               CODE OF ETHICS FOR REGISTERED INVESTMENT COMPANIES

I. INTRODUCTION

This Code of Ethics (the "Code") applies to the registered investment companies
(each, a "Fund" and collectively, the "Funds") advised or managed by any
affiliate of Morgan Stanley Dean Witter & Co. (MSDW), except for any investment
company (i) for which Van Kampen Asset Management acts as Investment Adviser or
Investment Manager or (ii) that is sub-advised, but not advised by, an advisory
affiliate of MSDW, in compliance with Rule 17j-1 promulgated by the Securities
and Exchange Commission ("SEC") under the Investment Company Act of 1940, as
amended (the "1940 Act"). This Code covers all persons who are "Access Persons"
of the Funds, as that term is defined in Rule 17j-1. To the extent that any such
individuals are subject to compliance with the Code of Ethics of the Funds'
Investment Adviser(s) or Investment Manager(s) (any such entity may be referred
to as an "Investment Adviser"), and/or Sub-Adviser(s), as applicable, whose
Codes have also been established pursuant to Rule 17j-1, compliance by such
individuals with the provisions of the Code of the applicable Investment Adviser
shall constitute compliance with this Code. The Code will only be effective for
a Fund upon its adoption by that Fund's Board of Directors or Trustees pursuant
to Rule 17j-1.

II. PERSONAL TRANSACTIONS

A. REPORTS OF TRANSACTIONS - INDEPENDENT DIRECTORS/TRUSTEES

A director or trustee of a Fund who is not an "interested person" of the Fund
within the meaning of section 2(a)(19) of the1940 Act ("an Independent
Director/Trustee") shall report quarterly to the Fund any personal transaction
in a security if he or she knows or in the course of his/her duties as a
Director/Trustee of the Fund, should have known that: the Fund has purchased or
sold the same security, or the Fund's Investment Adviser considered purchasing
or selling the same security, during the 15 day period immediately before or
after the Director/Trustee's transaction in the same security.

B. REPORTS OF TRANSACTIONS, BROKERAGE ACCOUNTS AND HOLDINGS - ACCESS PERSONS WHO
ARE NOT INDEPENDENT DIRECTORS/TRUSTEES

An Access Person who is not an Independent Director/Trustee of a Fund is subject
to the Morgan Stanley Investment Management Code of Ethics and all of the
requirements therein.

Access Persons, among other requirements, shall report all non-exempt securities
transactions and new brokerage accounts on a quarterly basis. Access Persons
shall provide annually: (i) a listing of holdings of all securities beneficially
owned as of December 31 of the preceding year, except securities exempt from
reporting under Section II(D)(2) hereof, listing the title of the security,
number of shares held, and principal amount of the security, (ii) the name of
any broker dealer or financial institution


--------------------------------------------------------------------------------
where an account was maintained, as of December 31 of the preceding year (a
current listing will also be required upon the effectiveness of this Code) and
(iii) the date the Report is submitted by the Access Person. The information
must be current as of a date not more than 30 days before the report is
submitted.

--------------------------------------------------------------------------------
New Access Persons who are not Independent Directors/Trustees of a Fund will be
required to provide a listing of all non-exempt securities holdings, with the
information set forth above, as of the date of commencement of employment as
well as a listing of all outside brokerage accounts no later than ten days after
that person becomes an Access Person.




C. REPORTS OF TRANSACTIONS, BROKERAGE ACCOUNTS AND HOLDINGS - GENERAL

Any quarterly report required under Section II(A) or B above must be made within
ten days after the end of the calendar quarter in which the personal transaction
occurred. The report may be made on the form provided by the applicable Fund's
Investment Adviser or may consist of a broker statement that provides at least
the same information.

In the event that the Investment Adviser already maintains a record of the
required information, an Access Person may satisfy this requirement by (i)
confirming in writing (which may include e-mail) the accuracy and completeness
of the record and disclosing the beneficial ownership of securities (if any) not
listed on the account statement and (ii) recording the date of the confirmation.
Copies of the Investment Advisers' forms, which may be revised at any time, are
attached.

The Compliance Group of a Fund's Investment Adviser will identify and advise all
Access Persons of the Fund, including the Independent Directors/Trustees,
subject to the reporting requirement under A or B above, of their reporting
requirement. Each report required under Section II(A) or B above will be
submitted for review by the applicable Compliance Group of the Investment
Adviser.

D. DEFINITIONS AND EXEMPTIONS

(1) DEFINITIONS

For purposes of this Code the term "personal transaction" means the purchase or
sale, or other acquisition or disposition, of a security for the account of the
individual making the transaction or for an account in which he or she has, or
as a result of the transaction acquires, any direct or indirect beneficial
ownership in a security.

The term "beneficial ownership" shall be interpreted with reference to the
definition contained in the provisions of Section 16 of the Securities Exchange
Act of 1934, as amended. Generally, under Section 16, 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 household; or

(d) other person if the Access Person:

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(i) obtains benefits substantially equivalent to ownership of the securities; or

(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 term "Access Person" is defined by Rule 17j-1 under the 1940 Act as (i) any
director, officer, or general partner of a fund or of a fund's investment
adviser, or any employee of a fund or of a fund's investment adviser (or of any
company in a Control relationship to the Fund or investment adviser) who, in
connection with his or her regular functions or duties, participates in the
selection of a fund's portfolio securities or who has access to information
regarding a fund's future purchases or sales of portfolio




securities; or (ii) any director, officer, or general partner of a principal
underwriter who in the ordinary course of business, makes, participates in or
obtains information regarding, the purchase or sale of securities for the fund
for which the principal underwriter acts, or whose functions or duties in the
ordinary course of business relate to the making of any recommendation to the
fund regarding the purchase or sale of securities.

(2) EXEMPTIONS

No report is required for a personal transaction in any of the following
securities:

(i) Direct Obligations of the United States Government(1);

(ii) Bank Certificates of Deposit;

(iii) Bankers' Acceptances;

(iv) Commercial Paper;

(v) High Quantity Short-Term Debt Investment (which for these purposes are
repurchase agreements and any instrument that has a maturity at issuance of less
than 366 days that is rated in one of the two highest categories by a Nationally
Recognized Statistical Rating Organization);

(vi) Shares held in Non-Morgan Stanley/Van Kampen open-end registered investment
companies (mutual funds); and

(vii) Shares held in Morgan Stanley, Van Kampen and Non-Morgan Stanley/Van
Kampen Money Market Funds.

Also, no report is required with respect to any account over which the Access
Person has no influence or control.

                                   ----------
--------------------------------------------------------------------------------
(1) 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.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

III. CODE VIOLATIONS

Any officer of a Fund who discovers a violation or apparent violation of this
Code by an Access Person shall bring the matter to the attention of the Chief
Executive Officer or General Counsel of the Fund who shall then report the
matter to the Board of Directors or the Board of Trustees, as the case may be,
of the Fund. The Board shall determine whether a violation has occurred and, if
it so finds, may impose such sanctions, if any, as it considers appropriate.

IV. ADMINISTRATION OF CODE OF ETHICS

No less frequently than annually the Board of Directors or the Board of Trustees
of each of the Funds shall be provided with a written report by each of the
Funds and the applicable Investment Advisers (and, if applicable, the
Sub-Adviser(s)), that describes any new issues arising under the Code, including
information on material violations of the Code of Ethics or procedures and
sanctions imposed, and certifies that each Fund and the Investment Advisers
(and, if applicable, the Sub-Adviser(s)) have adopted procedures reasonably
necessary to prevent Access Persons from violating the Code of Ethics.