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                      MORGAN STANLEY INVESTMENT MANAGEMENT
                                 CODE OF ETHICS


Effective December 31, 2004




         The investment advisers, 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

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.................................................4
      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.......................................11
      E.     Permitted Brokerage Accounts and Accounts Holding Mutual Funds..13

VI.   Reporting Requirements.................................................15
      A.     Report of Transactions..........................................15
      B.     Form of Reporting...............................................18
      C.     Responsibility to Report........................................18
      D.     Leave of Absence................................................18
      E.     Where to File Report............................................18
      F.     Responsibility to Review........................................19

VII.  Code of Ethics Review Committee........................................19

VIII. Service as a Director and Outside Business Activities..................19

IX.   Gifts..................................................................20

X.    Sanctions..............................................................20

XI.   Employee Training and 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 (defined herein) 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 the Compliance
     Department when questions arise:

     o    Shares of Morgan Stanley/Van Kampen open-end investment companies that
          are advised by Investment Management ("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 AFFILIATED 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    Shares of open-end investment companies that are sub-advised by
          Investment Management ("Sub-advised Mutual Funds"), are exempt from
          pre-clearance requirements but are subject to reporting requirements.

     o    Purchases and sales of shares in money market funds continue to be
          exempt from preclearance, 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 and Sub-advised Mutual Funds must be pre-approved by the
          Compliance Department before opening;

     o    All Personal Securities Transactions must be pre-cleared through the
          Compliance, Department, 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


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          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;

     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, defined herein, 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

          It is the policy of Investment Management to comply with all
          applicable federal securities laws. This Code is designed to assist
          Employees in fulfilling their regulatory and fiduciary duties.

          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

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          Fund shareholders and other Managed Account Clients are placed ahead
          of any personal interest.

     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 or any other person who
               provides investment advice on behalf of an investment adviser
               under Investment Management and is subject to the supervision and
               control of such investment adviser, as well as certain other
               persons falling within such definition under Rule 17j-1 under the
               1940 Act or Rule 204A-1 under the Advisers 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
               (or of any company in a control relationship to the Fund or 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 Investment Management; (ii) directors and officers of the
               Distributors who do not, in the ordinary course of business make,
               participate in, or obtain information regarding the purchase or
               sale of securities by the Funds or Managed Account Clients, or
               whose functions or duties in the ordinary course of business
               relate to the making of any recommendation to the Funds or
               Managed Account Clients regarding the purchase and sale of
               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

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               "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 (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. In
               addition, as described in the Code, certain circumstances
               constitute Beneficial Ownership, defined herein, 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 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 or
               anyone who controls the Fund or an investment adviser under
               Investment Management and who obtains information concerning
               recommendations made to the Funds or Managed Account clients
               regarding the purchase or sale of securities by the Fund or the
               Managed Account Client. 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 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:

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     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 U.S. 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, 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

          2.   the 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

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               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.   Affiliated 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.

               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 the
               transaction is consistent with each Fund prospectus, if
               applicable.

          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


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               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.

          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


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               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.

          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 restriction2. 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

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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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               trading restrictions and exemptions. Employees should check
               Employment documents and consult with the Compliance Department
               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 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).

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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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               (f)  Shares held in money market funds.

               (g)  Shares held in open-end Mutual Funds other than Affiliated
                    Mutual Funds and Sub-advised 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 Affiliated 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, 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.   Shares of Sub-advised 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, and initial, quarterly and annual reporting
               requirements of Section VI.

          5.   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.

          6.   Transactions in Affiliated 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.

          7.   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

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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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               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

                    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).

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                    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

                    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


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                    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.

     E.   Permitted Brokerage Accounts and Accounts Holding Affiliated Mutual
          Funds and Sub-advised Mutual 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
               pre-clear transactions as required by the Code and 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

-----------------
(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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               responsible for reporting their Morgan Stanley account number to
               the Local Compliance Group.

          2.   Accounts Holding Affiliated Mutual Funds or Sub-advised Mutual
               Funds

               The opening of an account for purchase of Affiliated Mutual Funds
               (other than participation in the Morgan Stanley 401(k) Plan) or
               Sub-advised Mutual Funds 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 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.

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               (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 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 to Compliance 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 Mutual
               Fund Accounts Report

               When an Employee begins employment with Investment Management or
               a person otherwise becomes an Access Person, he or she must
               provide an Initial Listing of Securities Holdings and Brokerage
               Accounts Report to their Local Compliance Group not later than 10
               days after the person becomes an Access Person (which information
               must be current as of a date no more than 45 days prior to the
               date the person becomes an Access Person),

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               disclosing: (i) all Covered Securities, including Affiliated
               Mutual Funds and Sub-advised Mutual Funds, and private placement
               securities beneficially owned by the Employee, listing the title
               and type of the security, and as applicable the exchange ticker
               symbol or CUSIP number, 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 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
               Affiliated Mutual Funds, Sub-advised 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 Affiliated Mutual Funds
                    and Sub-advised Mutual Funds must be reported in the next
                    quarterly transaction report after the transaction is
                    effected. Please note exceptions to this in sub-section (b)
                    below. The quarterly report shall contain the following
                    information:

                    (i)    The date of the transaction, the title and type of
                           the security, and as applicable the exchange ticker
                           symbol or CUSIP number, 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

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                    (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 Affiliated Mutual Funds or Sub-advised
                    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;

                    (ii)   The date the account was established; and

                    (iii)  The date the report is submitted by the Employee.


               (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, direct
                    account for the purchase of Affiliated 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.

          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 including all Affiliated Mutual Funds and
               Sub-advised Mutual Funds (excluding money market accounts),
               listing the title and type of the security and as applicable the
               exchange ticker, symbol or CUSIP number, 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


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               Morgan Stanley brokerage account(s),direct account for the
               purchase of Affiliated 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.

     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.

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     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 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.

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
     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.

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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.

X.   Sanctions

     All violations of this Code will be reported promptly to the applicable
     Chief Compliance Officer. Investment Management may impose such sanctions
     as they deem appropriate, including a reprimand (orally or in writing),
     monetary fine, 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 Training and Certification

     All new Employees will receive training on the principles and procedures of
     this Code. New Employees are also 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 are 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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I have read and understand the terms of the above Code. I recognize the
responsibilities and obligations, including but not limited to my quarterly
transaction, annual listing of holdings, and initial holdings reporting
obligations (as applicable), incurred by me as a result of my being subject to
this Code. I hereby agree to abide by the above Code.


--------------------------                  --------------------------
(Signature)                                 (Date)


--------------------------
(Print name)


MORGAN STANLEY INVESTMENT MANAGEMENT CODE OF ETHICS





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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 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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