SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Co-Registrants [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Revised Materials
[ ] Soliciting Material Pursuant to Section 140.14a-12
VAN KAMPEN HIGH INCOME TRUST II
VAN KAMPEN MUNICIPAL TRUST
VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST
VAN KAMPEN TRUST FOR INSURED MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST
VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST
VAN KAMPEN BOND FUND
(Names of Co-Registrants as Specified in Their Charters)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
-- MAY 2006 --
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IMPORTANT NOTICE
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TO VAN KAMPEN
CLOSED-END FUND SHAREHOLDERS
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QUESTIONS & ANSWERS
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Although we recommend that you read the complete Joint Proxy Statement, we have
provided for your convenience a brief overview of the issues to be voted on.
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Q WHY IS A SHAREHOLDER
MEETING BEING HELD?
A Each Van Kampen closed-
end fund is traded on a nationally recognized stock exchange and is required to
hold an annual meeting of shareholders.
Q WHAT PROPOSAL WILL BE
VOTED ON?
A You are being asked to elect
nominees for the Board of Trustees.
Q WILL MY VOTE MAKE
A DIFFERENCE?
A Yes, your vote is important
and will make a difference no matter how many shares you own. We encourage all
shareholders to participate in the governance of their funds.
Q HOW DOES THE BOARD OF
TRUSTEES RECOMMEND THAT I VOTE?
A The Board recommends
that you vote "FOR ALL" of the nominees on the enclosed proxy card.
Q WHY DOES THE JOINT PROXY
STATEMENT LIST SEVERAL CLOSED-END FUNDS?
A The funds have a similar
proposal and it is cost-effective to have a joint proxy statement and one
meeting.
Q WHERE DO I CALL FOR
MORE INFORMATION?
A Please call Van Kampen's
Client Relations Department at 1-800-341-2929 (Telecommunications Device for the
Deaf users may call 1-800-421-2833) or visit our website at www.vankampen.com,
where you can send us an e-mail message by selecting "Contact Us."
ABOUT THE PROXY CARD
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Please vote on each issue using blue or black ink to mark an X in one of the
boxes provided on the proxy card.
ELECTION OF TRUSTEES - mark "FOR ALL," "WITHHOLD" or "FOR ALL EXCEPT."
To withhold authority to vote for any one or more individual nominee(s), check
"FOR ALL EXCEPT" and write the nominee's name in the line below.
Sign, date and return the proxy card in the enclosed postage-paid envelope. All
registered owners of an account, as shown in the address, must sign the card.
When signing as attorney, trustee, executor, administrator, custodian, guardian
or corporate officer, please indicate your full title.
[ ] PLEASE MARK
X VOTES AS IN
THIS EXAMPLE
VAN KAMPEN XXXXX
JOINT ANNUAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
FOR ALL
FOR ALL WITHHOLD EXCEPT
1x. Authority to vote [ ] [ ] [ ] 2. To transact such other business as may
for the election as properly come before the Meeting.
Class X Trustees
the nominees named
below:
XXXXXXXXX, XXXXXXXXX, XXXXXXXXX
To withhold authority to vote for any one or more
individual nominee check "For All Except" and write
the
nominee's name on the line below.
----------------------------------
Please be sure to sign and date this Proxy, Date
Shareholder sign here Co-owner sign here
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SAMPLE
VAN KAMPEN CLOSED-END FUNDS
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 341-2929
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 2006
Notice is hereby given to the holders of common shares of beneficial interest
("Common Shares") and, where applicable, the holders of preferred shares of
beneficial interest (the "Preferred Shares") of each of the Van Kampen Closed-
End Funds listed on Annex A (the "Funds") to the attached Joint Proxy Statement
that the Joint Annual Meeting of Shareholders of the Funds (the "Meeting") will
be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181-5555, on Friday, June 23, 2006 at 10:00 a.m.,
for the following purposes:
1. To elect trustees in the following manner:
(a) With respect to VKI, VCV, VPV and VMV, to elect four
Class I trustees, each by the holders of Common Shares of
each such Fund. The elected Class I trustees will each
serve for a three year term or until a successor shall
have been duly elected and qualified.
(b) With respect to VGM, VTJ, VIM, VTN, VOQ, VKQ, VTF, VMO
and VLT, to elect three Class II trustees, two by the
holders of Common Shares of each such Fund and one by
the holders of the Preferred Shares of each such Fund.
The elected Class II trustees will each serve for a
three year term or until a successor shall have been
duly elected and qualified.
(c) With respect to VBF, to elect three Class II trustees by
the holders of Common Shares of the Fund. The elected
Class II trustees will each serve for a three year term
or until a successor shall have been duly elected and
qualified.
(d) With respect to VKL, to elect three Class III trustees,
two by the holders of Common Shares of the Fund and one
by holders of the Preferred Shares of the Fund. The
elected Class III trustees will each serve for a three
year term or until a successor shall have been duly
elected and qualified.
2. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Holders of record of the Common Shares and, where applicable, Preferred Shares
of each Fund at the close of business on May 12, 2006 are entitled to notice of
and to vote at the Meeting and any adjournment thereof.
By order of the Board of Trustees
STEFANIE V. CHANG,
Vice President
May 19, 2006
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY) TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE
RESPECTIVE FUND BY CALLING 1-800-341-2929 OR BY WRITING TO THE RESPECTIVE FUND
AT 1 PARKVIEW PLAZA, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555.
SHAREHOLDERS OF THE FUNDS ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED PROXY CARD WITH RESPECT TO EACH FUND IN WHICH YOU WERE A
SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN SUCH PROXY CARD(S), AND RETURN
IT (THEM) IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY.
The Board of Trustees of each Fund recommends that you cast your vote:
- FOR ALL of the nominees for the Board of Trustees listed in the Joint Proxy
Statement.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
JOINT PROXY STATEMENT
VAN KAMPEN CLOSED-END FUNDS
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 341-2929
JOINT ANNUAL MEETING OF SHAREHOLDERS
JUNE 23, 2006
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INTRODUCTION
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This Joint Proxy Statement is furnished in connection with the solicitation by
the respective Board of Trustees (the "Trustees" or the "Board") of each of the
Van Kampen Closed-End Funds listed on Annex A to this Joint Proxy Statement (the
"Funds") of proxies to be voted at a Joint Annual Meeting of Shareholders of the
Funds, and all adjournments thereof (the "Meeting"), to be held at the offices
of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555, on Friday, June 23, 2006, at 10:00 a.m. The Meeting will be an
annual meeting for each Fund. The approximate mailing date of this Joint Proxy
Statement and accompanying form of proxy is May 24, 2006.
Participating in the Meeting are holders of common shares of beneficial
interest (the "Common Shares") and, where applicable, the holders of preferred
shares of beneficial interest (the "Preferred Shares") of each of the Funds as
set forth in Annex A to this Joint Proxy Statement. The Common Shares and the
Preferred Shares of the Funds sometimes are referred to herein collectively as
the "Shares." The Meeting is scheduled as a joint meeting of the shareholders of
the Funds because the shareholders of the Funds are expected to consider and
vote on similar matters. The Board of Trustees has determined that the use of a
joint proxy statement for the Meeting is in the best interest of the
shareholders of each of the Funds. In the event that a shareholder of any Fund
present at the Meeting objects to the holding of a joint meeting and moves for
an adjournment of the meeting of such Fund to a time immediately after the
Meeting so that such Fund's meeting may be held separately, the persons named as
proxies will vote in favor of the adjournment.
Annex A lists the abbreviated name and stock symbol by which the Funds
sometimes are referred to in this Joint Proxy Statement. Please refer to Annex A
for any questions you may have regarding whether your Fund is participating at
the Meeting, defined terms relating to the Funds and abbreviated Fund names.
The Board has fixed the close of business on May 12, 2006 as the record date
(the "Record Date") for the determination of holders of Shares of each Fund
entitled to vote at the Meeting. The number of issued and outstanding Common
Shares and, where applicable, Preferred Shares of each Fund as of the Record
Date is shown in Annex B to this Joint Proxy Statement.
The following table summarizes the proposals to be presented at the Meeting
for the Funds and the shareholders entitled to vote with respect to the
proposals.
PROPOSAL/AFFECTED FUNDS AFFECTED SHAREHOLDERS
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1. ELECTION OF TRUSTEES:
(a) With respect to VKI, VCV, VPV and VMV, to elect
-- four Class I Trustees, each by holders of
Common Shares of each such Fund................... Common
(b) With respect to VGM, VTJ, VIM, VTN, VOQ, VKQ, VTF,
VMO and VLT, to elect
-- two Class II Trustees, each by holders of
Common Shares of each such Fund................... Common
-- one Class II Trustee by holders of Preferred
Shares of each such Fund ......................... Preferred
(c) With respect to VBF, to elect
-- three Class II Trustees, each by holders of
Common Shares of the Fund......................... Common
(d) With respect to VKL, to elect
-- two Class III Trustees, each by holders of
Common Shares of the Fund......................... Common
-- one Class III Trustee by holders of Preferred
Shares of the Fund................................ Preferred
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY) TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE
RESPECTIVE FUND BY CALLING 1-800-341-2929 OR BY WRITING TO THE RESPECTIVE FUND
AT 1 PARKVIEW PLAZA, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555.
VOTING
Shareholders of a Fund on the Record Date are entitled to one vote per Share
with respect to any proposal submitted to the shareholders of the Fund, with no
Share having cumulative voting rights. The voting requirement for passage of a
particular proposal depends on the nature of the proposal.
With respect to Proposal 1(a) through (d), holders of Common Shares and
Preferred Shares, where applicable, will vote as separate classes for the
respective nominee(s) to be elected by such class of Shares. The affirmative
vote of a plurality of the Common Shares of a Fund present at the Meeting in
person or by proxy is required to elect each nominee for Trustee of such Fund
designated to be elected by
2
the holders of the Common Shares of such Fund. The affirmative vote of a
plurality of the Preferred Shares of a Fund present at the Meeting in person or
by proxy is required to elect such nominee for Trustee of such Fund designated
to be elected by the holders of the Preferred Shares of such Fund. Election by
plurality means those persons who receive the highest number of votes cast "FOR"
up to the total number of persons to be elected as Trustees at the Meeting shall
be elected.
THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT YOU CAST YOUR VOTE FOR ALL
OF THE NOMINEES FOR THE BOARD OF TRUSTEES LISTED IN THE JOINT PROXY STATEMENT.
An unfavorable vote on a proposal by the shareholders of one Fund will not
affect the implementation of such proposal by another Fund, if the proposal is
approved by the shareholders of the other Fund. An unfavorable vote on a
proposal by the shareholders of a Fund will not affect such Fund's
implementation of other proposals that receive a favorable vote. There is no
cumulative voting with respect to the election of Trustees.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon. Proxies received
prior to the Meeting on which no vote is indicated will be voted "FOR" each
proposal as to which they are entitled to be voted. Abstentions and broker
non-votes (i.e., where a nominee such as a broker, holding shares for beneficial
owners, indicates that instructions have not been received from the beneficial
owners, and the nominee does not exercise discretionary authority) are not
treated as votes "FOR" a proposal. With respect to Proposal 1(a) through (d),
abstentions and broker non-votes are disregarded since only votes "FOR" are
considered in a plurality voting requirement. A majority of the outstanding
Shares of a Fund entitled to vote must be present in person or by proxy to have
a quorum for such Fund to conduct business at the Meeting. Abstentions and
broker non-votes will be deemed present for quorum purposes.
Shareholders who execute proxies may revoke them at any time before they are
voted by filing with the respective Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
The Funds know of no business other than that mentioned in Proposal 1 of the
Notice that will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named on the
enclosed proxy to vote proxies in accordance with their best judgment. In the
event a quorum is present at the Meeting but sufficient votes to approve any of
the proposals with respect to one or more Funds or proposals are not received,
proxies (including abstentions and broker non-votes) would be voted in favor of
one or more adjournments of the Meeting of the concerned Fund with respect to
such proposal to permit further solicitation of proxies, provided they determine
that such an adjournment and additional solicitation is reasonable and in the
interest of shareholders based on a consideration of all relevant
3
factors, including the nature of the relevant proposal, the percentage of votes
then cast, the percentage of negative votes then cast, the nature of the
proposed solicitation activities and the nature of the reasons for such further
solicitation.
INVESTMENT ADVISER
The investment adviser for each Fund is Van Kampen Asset Management (the
"Adviser"). The Adviser is a wholly owned subsidiary of Van Kampen Investments
Inc. ("Van Kampen Investments"). Van Kampen Investments is a diversified asset
management company that administers more than three million retail investor
accounts, has extensive capabilities for managing institutional portfolios and
has more than $111 billion under management or supervision as of April 30, 2006.
Van Kampen Investments is an indirect wholly owned subsidiary of Morgan Stanley,
a preeminent global financial services firm that maintains leading market
positions in each of its three primary businesses: securities, asset management
and credit services. Morgan Stanley is a full service securities firm engaged in
securities trading and brokerage activities, investment banking, research and
analysis, financing and financial advisory services. The principal business
address of the Adviser and Van Kampen Investments is 1221 Avenue of the
Americas, New York, New York 10020.
OTHER SERVICE PROVIDERS
Each Fund has entered into an accounting services agreement with the Adviser
and each Fund has entered into a legal services agreement with Van Kampen. Van
Kampen's principal business address is 1221 Avenue of the Americas, New York,
New York 10020. VLT has also entered into a support services agreement with Van
Kampen Funds Inc. With respect to VKL, the Adviser and the Fund have entered
into an administration agreement with Princeton Administrators, L.P.
("Princeton") for the provision of certain administrative services. Princeton's
principal place of business is 800 Scudders Mill Road, Plainsboro, New Jersey
08536.
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PROPOSAL 1: ELECTION OF TRUSTEES
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Trustees are to be elected by the shareholders at the Meeting in the following
manner:
(a) With respect to VKI, VCV, VPV and VMV, four Class I Trustees are to
be elected at the Meeting, to serve until the later of each such Fund's
Annual Meeting of Shareholders in 2009 or until a successor has been
duly elected and qualified. Holders of Common Shares, voting as a
separate class, will vote with respect to four Class I Trustees (David
C. Arch, Jerry D. Choate, Howard J Kerr and Suzanne H. Woolsey)
designated to be elected by such class of shares. An affirmative vote
of a
4
plurality of the Common Shares of each such Fund is required to elect
the respective nominees. It is the intention of the persons named in
the enclosed proxy to vote the Shares represented by them for the
election of the respective nominees listed unless the proxy is marked
otherwise.
(b) With respect to VGM, VTJ, VIM, VTN, VOQ, VKQ, VTF, VMO and VLT,
three Class II Trustees are to be elected at the Meeting, to serve
until the later of each such Fund's Annual Meeting of Shareholders in
2009 or until a successor has been duly elected and qualified. Holders
of Common Shares, voting as a separate class, will vote with respect to
two Class II Trustees (Linda Hutton Heagy and Wayne W. Whalen)
designated to be elected by such class of shares. Holders of Preferred
Shares, voting as a separate class, will vote with respect to one Class
II Trustee, Rod Dammeyer, designated to be elected by such class of
shares. An affirmative vote of a plurality of the Common Shares of each
such Fund and a plurality of the Preferred Shares of each such Fund is
required to elect the respective nominees. It is the intention of the
persons named in the enclosed proxy to vote the Shares represented by
them for the election of the respective nominees listed unless the
proxy is marked otherwise.
(c) With respect to VBF, three Class II Trustees are to be elected at
the Meeting, to serve until the later of such Fund's Annual Meeting of
Shareholders in 2009 or until their successors have been duly elected
and qualified. Holders of Common Shares, voting as a separate class,
will vote with respect to three Class II Trustees (Rod Dammeyer, Linda
Hutton Heagy and Wayne W. Whalen) designated to be elected by such
class of shares. An affirmative vote of a plurality of the Common
Shares of the Fund is required to elect the respective nominees. It is
the intention of the persons named in the enclosed proxy to vote the
Shares represented by them for the election of the nominees listed
unless the proxy is marked otherwise.
(d) With respect to VKL, three Class III Trustees are to be elected at
the Meeting, to serve until the later of such Fund's Annual Meeting of
Shareholders in 2009 or until their successors have been duly elected
and qualified. Holders of Common Shares, voting as a separate class,
will vote with respect to two Class III Trustees (R. Craig Kennedy and
Jack E. Nelson) designated to be elected by such class of shares.
Holders of Preferred Shares, voting as a separate class, will vote with
respect to one Class III Trustee, Hugo F. Sonnenschein, designated to
be elected by such class of shares. An affirmative vote of a plurality
of the Common Shares of the Fund and a plurality of the Preferred
Shares of the Fund is required to elect the respective nominees. It is
the intention of the persons named in the enclosed proxy to vote the
Shares represented by them for
5
the election of the respective nominees listed unless the proxy is
marked otherwise.
As in the past, only one class of Trustees is being submitted to
shareholders of each Fund for election at the Meeting. The Declaration
of Trust of each Fund provides that the Board of Trustees shall consist
of Trustees divided into three classes, the classes to be as nearly
equal in number as possible. The Trustees of only one class are elected
at each annual meeting so that the regular term of only one class of
Trustees will expire annually and any particular Trustee stands for
election only once in each three-year period. This type of
classification may prevent replacement of a majority of Trustees of a
Fund for up to a two-year period. The foregoing is subject to the
provisions of the Investment Company Act of 1940, as amended (the "1940
Act"), applicable state law based on the state of organization of each
Fund, each Fund's Declaration of Trust and each Fund's Bylaws.
6
INFORMATION REGARDING TRUSTEES AND NOMINEES FOR ELECTION AS TRUSTEE
The business and affairs of the Funds are managed under the direction of the
Board of Trustees. The tables below list the incumbent Trustees and nominees for
Trustee, their principal occupations during the last five years, other
directorships held by them and their affiliations, if any, with the Adviser or
its affiliates. The term "Fund Complex" includes each of the investment
companies advised by the Adviser as of the Record Date. Trustees of the Funds
generally serve three year terms or until their successors are duly elected and
qualified. All nominees have consented to being named in this Joint Proxy
Statement and have agreed to serve if elected.
INDEPENDENT TRUSTEES:
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
David C. Arch(1) (60) Trustee + Chairman and Chief Executive Officer 67
Blistex Inc. of Blistex Inc., a consumer health
1800 Swift Drive care products manufacturer. Director
Oak Brook, IL 60523 of the Heartland Alliance, a
nonprofit organization serving human
needs based in Chicago. Director of
St. Vincent de Paul Center -- a
Chicago based day care facility
serving the children of low income
families. Board member of the
Illinois Manufacturers' Association.
Jerry D. Choate(1) (67) Trustee + Prior to January 1999, Chairman and 65**
33971 Selva Road Chief Executive Officer of the
Suite 130 Allstate Corporation ("Allstate") and
Dana Point, CA 92629 Allstate Insurance Company. Prior to
January 1995, President and Chief
Executive Officer of Allstate. Prior
to August 1994, various management
positions at Allstate.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
David C. Arch(1) (60) Trustee/Director/Managing
Blistex Inc. General Partner of funds in
1800 Swift Drive the Fund Complex.
Oak Brook, IL 60523
Jerry D. Choate(1) (67) Trustee/Director/Managing
33971 Selva Road General Partner of funds in
Suite 130 the Fund Complex. Director
Dana Point, CA 92629 of Amgen Inc., a
biotechnological company,
and Director of Valero
Energy Corporation, an
independent refining
company.
7
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Rod Dammeyer(2)*** (65) Trustee + President of CAC, L.L.C., a private 67
CAC, L.L.C. company offering capital investment
4350 LaJolla Village Drive and management advisory services.
Suite 980 Prior to February 2001, Vice Chairman
San Diego, CA 92122-6223 and Director of Anixter
International, Inc., a global
distributor of wire, cable and
communications connectivity products.
Prior to July 2000, Managing Partner
of Equity Group Corporate Investment
(EGI), a company that makes private
investments in other companies.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Rod Dammeyer(2)*** (65) Trustee/Director/Managing
CAC, L.L.C. General Partner of funds in
4350 LaJolla Village Drive the Fund Complex. Director
Suite 980 of Quidel Corporation,
San Diego, CA 92122-6223 Stericycle, Inc., Ventana
Medical Systems, Inc., and
GATX Corporation, and
Trustee of The Scripps
Research Institute. Prior to
January 2005, Trustee of the
University of Chicago
Hospitals and Health
Systems. Prior to April
2004, Director of
TheraSense, Inc. Prior to
January 2004, Director of
TeleTech Holdings Inc. and
Arris Group, Inc. Prior to
May 2002, Director of
Peregrine Systems Inc. Prior
to February 2001, Director
of IMC Global Inc.
8
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Linda Hutton Heagy(2) (57) Trustee + Managing Partner of Heidrick & 65**
Heidrick & Struggles Struggles, an executive search firm.
233 South Wacker Drive Trustee on the University of Chicago
Suite 7000 Hospitals Board, Vice Chair of the
Chicago, IL 60606 Board of the YMCA of Metropolitan
Chicago and a member of the Women's
Board of the University of Chicago.
Prior to 1997, Partner of Ray &
Berndtson, Inc., an executive
recruiting firm. Prior to 1996,
Trustee of The International House
Board, a fellowship and housing
organization for international
graduate students. Prior to 1995,
Executive Vice President of ABN AMRO,
N.A., a bank holding company. Prior
to 1990, Executive Vice President of
The Exchange National Bank.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Linda Hutton Heagy(2) (57) Trustee/Director/Managing
Heidrick & Struggles General Partner of funds in
233 South Wacker Drive the Fund Complex.
Suite 7000
Chicago, IL 60606
9
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
R. Craig Kennedy(3) (54) Trustee + Director and President of the German 65**
1744 R Street, N.W. Marshall Fund of the United States,
Washington, D.C. 20009 an independent U.S. foundation
created to deepen understanding,
promote collaboration and stimulate
exchanges of practical experience
between Americans and Europeans.
Formerly, advisor to the Dennis
Trading Group Inc., a managed futures
and option company that invests money
for individuals and institutions.
Prior to 1992, President and Chief
Executive Officer, Director and
member of the Investment Committee of
the Joyce Foundation, a private
foundation.
Howard J Kerr(1) (70) Trustee + Prior to 1998, President and Chief 67
14 Huron Trace Executive Officer of Pocklington
Galena, IL 61036 Corporation, Inc., an investment
holding company. Director of the
Marrow Foundation.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
R. Craig Kennedy(3) (54) Trustee/Director/Managing
1744 R Street, N.W. General Partner of funds in
Washington, D.C. 20009 the Fund Complex.
Howard J Kerr(1) (70) Trustee/Director/Managing
14 Huron Trace General Partner of funds in
Galena, IL 61036 the Fund Complex. Director
of the Lake Forest Bank &
Trust.
10
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Jack E. Nelson(3) (70) Trustee + President of Nelson Investment 65**
423 Country Club Drive Planning Services, Inc., a financial
Winter Park, FL 32789 planning company and registered
investment adviser in the State of
Florida. President of Nelson Ivest
Brokerage Services Inc., a member of
the NASD, Securities Investors
Protection Corp. and the Municipal
Securities Rulemaking Board.
President of Nelson Sales and
Services Corporation, a marketing and
services company to support
affiliated companies.
Hugo F. Sonnenschein(3)*** (65) Trustee + President Emeritus and Honorary 67
1126 E. 59th Street Trustee of the University of Chicago
Chicago, IL 60637 and the Adam Smith Distinguished
Service Professor in the Department
of Economics at the University of
Chicago. Prior to July 2000,
President of the University of
Chicago. Trustee of the University of
Rochester and a member of its
investment committee. Member of the
National Academy of Sciences, the
American Philosophical Society and a
fellow of the American Academy of
Arts and Sciences.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Jack E. Nelson(3) (70) Trustee/Director/Managing
423 Country Club Drive General Partner of funds in
Winter Park, FL 32789 the Fund Complex.
Hugo F. Sonnenschein(3)*** (65) Trustee/Director/Managing
1126 E. 59th Street General Partner of funds in
Chicago, IL 60637 the Fund Complex. Director
of Winston Laboratories,
Inc.
11
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Suzanne H. Woolsey, Ph.D.(1) Trustee + Chief Communications Officer of the 65**
(64) National Academy of Sciences/National
815 Cumberstone Road Research Council, an independent,
Harwood, MD 20776 federally chartered policy
institution, from 2001 to November
2003 and Chief Operating Officer from
1993 to 2001. Director of the
Institute for Defense Analyses, a
federally funded research and
development center, Director of the
German Marshall Fund of the United
States, Director of the Rocky
Mountain Institute and Trustee of
Colorado College. Prior to 1993,
Executive Director of the Commission
on Behavioral and Social Sciences and
Education at the National Academy of
Sciences/National Research Council.
From 1980 through 1989, Partner of
Coopers & Lybrand.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Suzanne H. Woolsey, Ph.D.(1) Trustee/Director/Managing
(64) General Partner of funds in
815 Cumberstone Road the Fund Complex. Director
Harwood, MD 20776 of Fluor Corp., an
engineering, procurement and
construction organization,
since January 2004 and
Director of Neurogen
Corporation, a
pharmaceutical company,
since January 1998.
12
INTERESTED TRUSTEE:
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Wayne W. Whalen*(2) (66) Trustee + Partner in the law firm of Skadden, Arps, Slate, Meagher & 67
333 West Wacker Drive Flom LLP, legal counsel to certain funds in the Fund
Chicago, IL 60606 Complex.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Wayne W. Whalen*(2) (66) Trustee/Director/
333 West Wacker Drive Managing General
Chicago, IL 60606 Partner of funds in
the Fund Complex.
Director of the
Abraham Lincoln
Presidential Library
Foundation.
---------------
(1) Designated as a Class I trustee.
(2) Designated as a Class II trustee.
(3) Designated as a Class III trustee.
+ Each Trustee generally serves a three-year term from the date of election.
Each Trustee has served as a Trustee of each respective Fund since the year
shown in Annex C.
* Mr. Whalen is an interested person of funds in the Fund Complex by reason of
he and his firm currently providing legal services as legal counsel to such
funds in the Fund Complex.
** It is anticipated that the nominee is also to be nominated to join the Board
Trustees of each of Van Kampen Senior Loan Fund at its Special Meeting of
Shareholders and Van Kampen Senior Income Trust at its Annual Meeting of
Shareholders; thus if elected to such funds as well as the Funds, the
nominee would oversee 67 funds in the Fund Complex.
*** For Funds with Preferred Shares, Messrs. Dammeyer and Sonnenschein are
elected by the holders of such Preferred Shares; for Funds without Preferred
Shares, such trustees are elected by holders of the Common Shares.
13
REMUNERATION OF TRUSTEES
The compensation of Trustees and executive officers that are affiliated
persons (as defined in 1940 Act) of Asset Management or Van Kampen is paid by
the respective affiliated entity. The funds in the Fund Complex, including the
Funds, pay the non-affiliated Trustees an annual retainer and meeting fees for
services to funds in the Fund Complex.
Each fund in the Fund Complex (except the Van Kampen Exchange Fund) provides a
deferred compensation plan to its non-affiliated Trustees that allows such
Trustees to defer receipt of compensation and earn a return on such deferred
amounts based upon the return of the common shares of the funds in the Fund
Complex as selected by the respective non-affiliated Trustees. Each fund in the
Fund Complex (except the Van Kampen Exchange Fund) also provides a retirement
plan to its non-affiliated Trustees that provides non-affiliated Trustees with
compensation after retirement, provided that certain eligibility requirements
are met as more fully described below.
Each non-affiliated Trustee generally can elect to defer receipt of all or a
portion of the compensation earned by such non-affiliated Trustee until
retirement. Amounts deferred are retained by the respective fund and earn a rate
of return determined by reference to the return on the common shares of such
fund or other funds in the Fund Complex as selected by the respective
non-affiliated Trustee, with the same economic effect as if such non-affiliated
Trustee had invested in one or more funds in the Fund Complex, including the
Funds. To the extent permitted by the 1940 Act, each Fund may invest in
securities of those funds selected by the non-affiliated Trustees in order to
match the deferred compensation obligation. The deferred compensation plan is
not funded and obligations thereunder represent general unsecured claims against
the general assets of the respective Fund.
Each Fund has adopted a retirement plan. Under the retirement plan, a
non-affiliated Trustee who is receiving Trustee's compensation from a Fund prior
to such non-affiliated Trustee's retirement, has at least 10 years of service
(including years of service prior to adoption of the retirement plan) for such
Fund and retires at or after attaining the age of 60, is eligible to receive a
retirement benefit each year for ten years following such Trustee's retirement
from such Fund. Non-affiliated Trustees retiring prior to the age of 60 or with
fewer than 10 years but more than 5 years of service may receive reduced
retirement benefits from a Fund. Each Trustee has served as a member of each
Fund's Board of Trustees since the year of such Trustee's appointment or
election as set forth on Annex C to this Proxy Statement.
14
Additional information regarding compensation and benefits for Trustees is set
forth below. As indicated in the notes accompanying the table, the amounts
relate to either the respective Fund's most recently completed fiscal year end
in 2005, the Fund Complex's most recently completed calendar year ended December
31, 2005 or as of the date of this Proxy Statement.
COMPENSATION TABLE
FUND COMPLEX
----------------------------------------------------------
TOTAL
COMPENSATION
AGGREGATE AGGREGATE PENSION OR AGGREGATE ESTIMATED BEFORE
COMPENSATION RETIREMENT BENEFITS ANNUAL BENEFITS DEFERRAL FROM
FROM EACH ACCRUED AS PART OF UPON FUND
NAME(1) FUND(2) FUND EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------ -------------------- ------------------- -------------
INDEPENDENT TRUSTEES
David C. Arch........... (2) $ 40,874 $105,000 $222,935
Jerry D. Choate......... (2) 95,781 92,000 199,799
Rod Dammeyer............ (2) 73,108 105,000 222,935
Linda Hutton Heagy...... (2) 29,065 100,000 214,425
R. Craig Kennedy........ (2) 20,314 100,000 214,425
Howard J Kerr........... (2) 158,695 103,750 222,935
Jack E. Nelson.......... (2) 110,864 84,000 214,425
Hugo F. Sonnenschein.... (2) 74,118 105,000 222,935
Suzanne H. Woolsey...... (2) 68,505 100,000 214,425
INTERESTED TRUSTEE
Wayne W. Whalen......... (2) 80,233 105,000 222,935
---------------
N/A: Not applicable.
(1) Richard F. Powers III and Mitchell M. Merin resigned as members of the Board
of Trustees of the Funds and other funds in the Fund Complex on September
22, 2005.
(2) The amount of aggregate compensation payable by each Fund for its most
recently completed fiscal year ended in 2005 before deferral by the Trustees
under the deferred compensation plan is shown in Annex D. Certain Trustees
deferred all or a portion of the aggregate compensation payable by each Fund
for its most recently completed fiscal year end in 2005 as shown in Annex E.
The deferred compensation plan is described above the table. Amounts
deferred are retained by the respective Fund and earn a rate of return
determined by reference to either the return on the Common Shares of the
Fund or the common shares of other funds in the Fund Complex as selected by
the respective Trustee. To the extent permitted by the 1940 Act, the Fund
may invest in securities of these funds selected by the Trustees in order to
match the deferred compensation obligation. The cumulative deferred
compensation (including earnings accrued thereon for each trustee) for each
Fund as of the end of its most recently completed fiscal year end in 2005 is
shown in Annex F.
(3) The amounts shown in this column represent the sum of the estimated
retirement benefit accruals expected to be accrued by the operating funds in
the Fund Complex for their respective fiscal years ended in 2005. The
retirement plan is described above the compensation table.
(4) For each Trustee, this is the sum of the estimated annual benefits payable
by the current (i.e., as of the date of this Proxy Statement) operating
funds in the Fund Complex for each year of the 10-year period commencing in
the year of such Trustee's anticipated retirement. The retirement plan is
described above the compensation table.
(5) The amounts shown in this column are accumulated from the aggregate
compensation of the operating investment companies in the Fund Complex as of
the calendar year ended December 31, 2005 before deferral by the Trustees
under the deferred compensation plan.
15
Because the funds in the Fund Complex have different fiscal year ends, the
amounts shown in this column are presented on a calendar year basis.
BOARD COMMITTEES AND MEETINGS
Each Fund's Board of Trustees has three standing committees (an audit
committee, a brokerage and services committee and a governance committee). Each
committee is comprised solely of "Independent Trustees", which is defined for
purposes herein as trustees who: (1) are not "interested persons" of the Fund as
defined by the 1940 Act and (2) are "independent" of the respective Fund as
defined by the New York Stock Exchange, American Stock Exchange and Chicago
Stock Exchange listing standards.
Each Board's audit committee consists of Messrs. Choate, Dammeyer and Kennedy.
In addition to being Independent Trustees as defined above, each of these
Trustees also meets the additional independence requirements for audit committee
members as defined by the New York Stock Exchange, American Stock Exchange and
Chicago Stock Exchange listing standards. The audit committee makes
recommendations to the Board of Trustees concerning the selection of each Fund's
independent registered public accounting firm, reviews with such independent
registered public accounting firm the scope and results of each Fund's annual
audit and considers any comments which the independent registered public
accounting firm may have regarding each Fund's financial statements, books of
account or internal controls. Each Board of Trustees has adopted a formal
written charter for the audit committee which sets forth the audit committee's
responsibilities. The audit committee has reviewed and discussed the financial
statements of each Fund with management as well as with the independent
registered public accounting firm of each Fund, and discussed with the
independent registered public accounting firm the matters required to be
discussed under the Statement of Auditing Standards No. 61. The audit committee
has received the written disclosures and the letter from the independent
registered public accounting firm required under Independence Standard Board
Standard No. 1 and has discussed with the independent auditors their
independence. Based on this review, the audit committee recommended to the Board
of Trustees of each Fund that each Fund's audited financial statements be
included in each Fund's annual report to shareholders for the most recent fiscal
year for filing with the Securities and Exchange Commission ("SEC"). Each member
of the Fund's audit committee is deemed an audit committee financial expert.
In accordance with proxy rules promulgated by the SEC, a fund's audit
committee charter is required to be filed at least once every three years as an
exhibit to a fund's proxy statement. The audit committee charter for each of the
Funds was attached as Annex K to the Funds' 2004 Proxy Statement.
Each Board's brokerage and services committee consists of Mesdames Heagy and
Woolsey and Mr. Sonnenschein. The brokerage and services committee reviews
16
each Fund's allocation of brokerage transactions and soft-dollar practices and
reviews the transfer agency and shareholder servicing arrangements.
Each Board's governance committee consists of Messrs. Arch, Kerr and Nelson.
In addition to being Independent Trustees as defined above, each of these
Trustees also meets the additional independence requirements for nominating
committee members as defined by the New York Stock Exchange, American Stock
Exchange and Chicago Stock Exchange listing standards. The governance committee
identifies individuals qualified to serve as Independent Trustees on the Board
and on committees of the Board, advises the Board with respect to Board
composition, procedures and committees, develops and recommends to the Board a
set of corporate governance principles applicable to the respective Fund,
monitors corporate governance matters and makes recommendations to the Board,
and acts as the administrative committee with respect to Board policies and
procedures, committee policies and procedures and codes of ethics. The
Independent Trustees of the respective Fund select and nominate any other
nominee Independent Trustees for the respective Fund. While the Independent
Trustees of the respective Fund expect to be able to continue to identify from
their own resources an ample number of qualified candidates for the Board of
Trustees as they deem appropriate, they will consider nominations from
shareholders to the Board. Nominations from shareholders should be in writing
and sent to the Independent Trustees as described below.
In accordance with proxy rules promulgated by the SEC, a fund's nominating
committee charter is required to be filed at least once every three years as an
exhibit to a fund's proxy statement. The governance committee charter for each
of the Funds, which includes each Fund's nominating policies, was attached as
Annex L to the Funds' 2004 Proxy Statement.
During the fiscal year ended October 31, 2005, the Board of Trustees of VCV,
VMV, VPV, VKI, VGM, VIM, VTF, VTJ, VTN, VMO, VKL, VKQ and VOQ each held 17
meetings. During each such Fund's last fiscal year, the audit committee of each
such Board held 4 meetings, the brokerage and services committee of each such
Board held 4 meeting and the governance committee of each such Board held 4
meetings. During the last fiscal year, each of the Trustees of such Funds during
the period such Trustee served as a Trustee attended at least 75% of the
meetings of the respective Board of Trustees and all committee meetings thereof
of which such Trustee was a member.
During the fiscal year ended December 31, 2005, the Board of Trustees of VLT
held 14 meetings. During such Fund's last fiscal year, the audit committee of
the Board held 4 meetings, the brokerage and services committee of the Board of
the Fund held 4 meetings and the governance committee of the Board held 3
meetings. During the last fiscal year, each of the Trustees of VLT during the
period such Trustee served as a Trustee attended at least 75% of the meetings of
the
17
Board of Trustees and all committee meetings thereof of which such Trustee was a
member.
During the fiscal year ended June 30, 2005, the Board of Trustees of VBF held
17 meetings. During such Fund's last fiscal year, the audit committee of such
Board held 4 meetings, the brokerage and services committee of such Board of
such Fund held 4 meetings and the governance committee of such Board held 4
meetings. During the last fiscal year, each of the Trustees of such Fund during
the period such Trustee served as a Trustee attended at least 75% of the
meetings of such Fund's Board of Trustees and all committee meetings thereof of
which such Trustee was a member.
SHAREHOLDER COMMUNICATIONS
Shareholders may send communications to each Funds' Board of Trustees.
Shareholders should send communications intended for the Board by addressing the
communication directly to the Board (or individual Board members) and/or
otherwise clearly indicating in the salutation that the communication is for the
Board (or individual Board members) and by sending the communication to either
the applicable Fund's office or directly to such Board member(s) at the address
specified for such Trustee above. Other shareholder communications received by
any Fund not directly addressed and sent to the Board will be reviewed and
generally responded to by management, and will be forwarded to the Board only at
management's discretion based on the matters contained therein.
SHAREHOLDER APPROVAL
With respect to Proposal 1(a) through (d), the holders of Common Shares and
Preferred Shares, where applicable, voting as a separate class, will vote on the
respective nominees designated to be elected by such class of shares. The
affirmative vote of a plurality of the Common Shares of each Fund present at the
Meeting in person or by proxy is required to elect each nominee for Trustee
designated to be elected by the Common Shares and, where applicable, the
affirmative vote of a plurality of the Preferred Shares of each Fund present at
the Meeting in person or by proxy is required to elect each nominee for Trustee
designated to be elected by the Preferred Shares. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE "FOR ALL" OF THE NOMINEES.
18
--------------------------------------------------------------------------------
OTHER INFORMATION
--------------------------------------------------------------------------------
EXECUTIVE OFFICERS OF THE FUNDS
The following information relates to the executive officers of the Funds. Each
officer also serves in the same capacity for all or a number of the other
investment companies advised by the Adviser or affiliates of the Adviser. The
officers of the Funds are appointed annually by the Trustees and serve for one
year or until their respective successors are chosen and qualified. The Funds'
officers receive no compensation from the Funds but may also be officers of the
Adviser or officers of affiliates of the Adviser and receive compensation in
such capacities.
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS
Ronald E. Robison (67) President and Officer President of funds in the Fund Complex since September 2005
1221 Avenue of the Americas Principal since 2003 and Principal Executive Officer of funds in the Fund Complex
New York, NY 10020 Executive Officer since May 2003. Managing Director of Van Kampen Advisors
Inc. since June 2003. Director of Investor Services since
September 2002. Director of the Adviser, Van Kampen
Investments and Van Kampen Exchange Corp. since January
2005. Managing Director of Morgan Stanley and Morgan Stanley
& Co. Incorporated. Managing Director and Director of Morgan
Stanley Investment Management Inc. Chief Administrative
Officer, Managing Director and Director of Morgan Stanley
Investment Advisors Inc. and Morgan Stanley Services Company
Inc. Managing Director and Director of Morgan Stanley
Distributors Inc. and Morgan Stanley Distribution Inc. Chief
Executive Officer and Director of Morgan Stanley Trust.
Executive Vice President and Principal Executive Officer of
the Institutional and Retail Morgan Stanley Funds. Director
of Morgan Stanley SICAV. Previously, Chief Global Operations
Officer of Morgan Stanley Investment Management Inc. and
Executive Vice President of funds in the Fund Complex from
May 2003 to September 2005.
19
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS
Dennis Shea (52) Vice President Officer Managing Director of Morgan Stanley Investment Advisors
1221 Avenue of the Americas since 2006 Inc., Morgan Stanley Investment Management Inc., the Adviser
New York, NY 10020 and Van Kampen Advisors Inc. Chief Investment
Officer -- Global Equity of the same entities since February
2006. Vice President of Morgan Stanley Institutional and
Retail Funds since February 2006. Vice President of funds in
the Fund Complex since March 2006. Previously, Managing
Director and Director of Global Equity Research at Morgan
Stanley from April 2000 to February 2006.
J. David Germany (51) Vice President Officer Managing Director of Morgan Stanley Investment Advisors
25 Cabot Square, since 2006 Inc., Morgan Stanley Investment Management Inc., the Adviser
Canary Wharf and Van Kampen Advisors Inc. Chief Investment
London, GRB E14 4QA Officer -- Global Fixed Income of the same entities since
December 2005. Managing Director and Director of Morgan
Stanley Investment Management Ltd. Director of Morgan
Stanley Investment Management (ACD) Limited since December
2003. Vice President of Morgan Stanley Institutional and
Retail Funds since February 2006. Vice President of funds in
the Fund Complex since March 2006.
Amy R. Doberman (44) Vice President Officer Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas since 2004 Management; Managing Director of Morgan Stanley Investment
New York, NY 10020 Management Inc., Morgan Stanley Investment Advisers Inc. and
the Adviser. Vice President of the Morgan Stanley
Institutional and Retail Funds since July 2004 and Vice
President of funds in the Fund Complex since August 2004.
Previously, Managing Director and General Counsel of
Americas, UBS Global Asset Management from July 2000 to July
2004 and General Counsel of Aeltus Investment Management,
Inc. from January 1997 to July 2000.
Stefanie V. Chang (39) Vice President and Officer Executive Director of Morgan Stanley Investment Management
1221 Avenue of the Americas Secretary since 2003 Inc. Vice President and Secretary of funds in the Fund
New York, NY 10020 Complex.
20
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS
John L. Sullivan (50) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza Officer since 1989 August 2004. Prior to August 2004, Director and Managing
Oakbrook Terrace, IL 60181 Director of Van Kampen Investments, the Adviser, Van Kampen
Advisors Inc. and certain other subsidiaries of Van Kampen
Investments, Vice President, Chief Financial Officer and
Treasurer of funds in the Fund Complex and head of Fund
Accounting for Morgan Stanley Investment Management. Prior
to December 2002, Executive Director of Van Kampen
Investments, the Adviser and Van Kampen Advisors Inc.
Phillip G. Goff (42) Chief Financial Officer Executive Director of Morgan Stanley Investment Management
1 Parkview Plaza Officer and since 2005 Inc. since June 2005. Chief Financial Officer and Treasurer
Oakbrook Terrace, IL 60181 Treasurer of funds in the Fund Complex since August 2005. Prior to
June 2005, Vice President and Chief Financial Officer of
Enterprise Capital Management, Inc., an investment holding
company.
21
SHAREHOLDER INFORMATION
As of May 12, 2006, to the knowledge of the Funds, no shareholder owned
beneficially more than 5% of a class of a Fund's outstanding Shares. As of May
12, 2006, certain Trustees and executive officers owned, directly or
beneficially, the number of Common Shares of each Fund as set forth in Annex G.
Except as indicated on Annex G, as of May 12, 2006, the Trustees and executive
officers of the Funds individually and as a group owned less than 1% of the
outstanding Shares of each Fund. Trustees and executive officers who do not own
any Common Shares of the Funds or Funds which are not owned by any Trustee or
executive officers have been omitted from the table in Annex G. As of May 12,
2006, no Trustees or executive officers owned any Preferred Shares of the Funds.
Excluding deferred compensation balances as described in the Compensation Table,
as of May 12, 2006, each Trustee beneficially owned equity securities of the
Funds and other funds in the Fund Complex overseen by the Trustees in the dollar
range amounts as specified in Annex H. Including deferred compensation balances
as described in the Compensation Table, as of May 12, 2006, each Trustee owned
the dollar ranges of amounts of the Funds and other funds in the Fund Complex as
specified in Annex I.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934, as amended, require each of the Funds' Trustees, officers, investment
adviser, affiliated persons of the investment adviser and persons who own more
than 10% of a registered class of the Fund's equity securities to file forms
with the SEC and the New York Stock Exchange or American Stock Exchange, as
applicable, reporting their affiliation with the Fund and reports of ownership
and changes in ownership of Fund Shares. These persons and entities are required
by SEC regulation to furnish the Fund with copies of all such forms they file.
Based on a review of these forms furnished to each Fund, each Fund believes that
during its last fiscal year, its Trustees, officers, Adviser and affiliated
persons of the Adviser complied with the applicable filing requirements except
that Form 4 Filings reporting one transaction relating to common shares of (i)
VLT on behalf of each of David C. Arch, Rod Dammeyer and Wayne W. Whalen, each a
Trustee of the Funds, and (ii) VCV on behalf of Rod Dammeyer, a Trustee of the
Funds, inadvertently were not filed in a timely manner.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees of each Fund, including a majority of the Trustees who
are not "interested persons" of each Fund (as defined by the 1940 Act), has
selected Deloitte & Touche LLP ("D&T") as the independent auditors to examine
the financial statements for the current fiscal year of each Fund. The selection
of D&T for the current fiscal year was recommended and approved by each Fund's
audit
22
committee and approved by each Fund's Board. Each of the Funds knows of no
direct or indirect financial interest of D&T in such Fund.
AUDIT AND OTHER FEES
Each Fund and certain "covered entities" were billed the amounts listed on
Annex J by D&T during such Fund's most recent two fiscal years.
The audit committee of each Board has considered whether the provision of non-
audit services performed by D&T to the Funds and "covered entities" is
compatible with maintaining D&T's independence in performing audit services. The
audit committee also is required to pre-approve services to "covered entities"
to the extent that the services are determined to have a direct impact on the
operations or financial reporting of the Funds and 100% of such services were
pre-approved by the audit committee pursuant to the audit committee's
pre-approval policies and procedures. The Board's pre-approval policies and
procedures are included as part of the Board's audit committee charter, which
was attached as Annex K to the Funds' 2004 Proxy Statement.
Representatives of D&T will attend the Meeting, will have the opportunity to
make a statement if they desire to do so and will be available to answer
appropriate questions.
EXPENSES
The expenses of preparing, printing and mailing the enclosed form of proxy,
the accompanying Notice and this Proxy Statement and all other costs, in
connection with the solicitation of proxies will be borne by the Funds. The
total amount of these expenses will be allocated among each of the Funds based
upon the total number of shareholders for each Fund in relation to the total
number of shareholders for all of the Funds participating in the Meeting. The
Funds will also reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Funds. In order to obtain the necessary quorum at the Meeting,
additional solicitation may be made by mail, telephone, telegraph, facsimile or
personal interview by representatives of the Funds, the Adviser or Van Kampen,
by the transfer agents of the Funds, by dealers or their representatives or by
Computershare Fund Services, a solicitation firm that may be engaged to assist
in proxy solicitation at an estimated cost of approximately $1,500 per Fund.
SHAREHOLDER PROPOSALS
To be considered for presentation at a shareholders' meeting, rules
promulgated by the SEC generally require that, among other things, a
shareholder's proposal must be received at the offices of the relevant Fund a
reasonable time before a
23
solicitation is made. Shareholder proposals intended to be presented at the year
2007 annual meeting of shareholders for a Fund pursuant to Rule 14a-8 under the
Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the
Fund at the Fund's principal executive offices by January 24, 2007. In order for
proposals made outside of Rule 14a-8 under the Exchange Act to be considered
"timely" within the meaning of Rule 14a-4(c) under the Exchange Act, such
proposals must be received by the Fund at the Fund's principal executive offices
not later than April 10, 2007. Timely submission of a proposal does not
necessarily mean that such proposal will be included. Any shareholder who wishes
to submit a proposal for consideration at a meeting of such shareholder's Fund
should send such proposal to the respective Fund at the principal executive
offices of the Fund at 1221 Avenue of the Americas, New York, New York 10020,
Attn: Van Kampen Asset Management General Counsel's Office.
GENERAL
Management of each Fund does not intend to present and does not have reason to
believe that others will present any other items of business at the Meeting.
However, if other matters are properly presented to the Meeting for a vote, the
proxies will be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.
A list of shareholders of each Fund entitled to be present and vote at the
Meeting will be available at the offices of the respective Fund, 1 Parkview
Plaza, Oakbrook Terrace, Illinois 60181-5555, for inspection by any shareholder
during regular business hours for ten days prior to the date of the Meeting.
Failure of a quorum to be present at the Meeting for any Fund may necessitate
adjournment and may subject such Fund to additional expense.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
STEFANIE V. CHANG,
Vice President
May 19, 2006
24
ANNEX A
VAN KAMPEN CLOSED-END FUNDS
The following list sets forth the Van Kampen closed-end investment companies
(the "Funds") participating in the Joint Annual Meeting of Shareholders to be
held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook
Terrace, Illinois 60181-5555 on Friday, June 23, 2006, at 10:00 a.m. The name in
the first column below is the legal name for each Fund. The name in the second
column is the abbreviated name of each Fund and the designation in the third
column is the stock symbol of each Fund; the abbreviated name or stock symbol
are sometimes used to identify a specific Fund in the Joint Proxy Statement.
Each of the Funds has issued common shares of beneficial interest and such
common shares of the Funds are referred to herein as the "Common Shares."
Certain Funds have issued preferred shares of beneficial interest with a
liquidation preference per share as designated in the fourth column below, and
such preferred shares of the Funds are referred to herein as the "Preferred
Shares."
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
Van Kampen Select Sector Select Sector VKL Remarketed Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Municipal Trust Municipal Trust VKQ Auction Preferred Shares,
liquidation preference
$25,000 per share
Van Kampen Ohio Quality Ohio Quality Municipal VOQ Auction Preferred Shares,
Municipal Trust Trust liquidation preference
$25,000 per share
Van Kampen Trust for Insured Trust for Insured VIM Auction Preferred Shares,
Municipals Municipals liquidation preference
$25,000 per share
Van Kampen Trust for Trust for Investment VGM Auction Preferred Shares,
Investment Grade Municipals Grade Municipals liquidation preference
$25,000 per share
Van Kampen Trust for Trust for Investment VTN Auction Preferred Shares,
Investment Grade New York Grade New York liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Trust for Trust for Investment VTF Auction Preferred Shares,
Investment Grade Florida Grade Florida liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Trust for Trust for Investment VTJ Auction Preferred Shares,
Investment Grade New Jersey Grade New Jersey liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Municipal Municipal Opportunity VMO Auction Preferred Shares,
Opportunity Trust Trust liquidation preference
$25,000 per share
Van Kampen Massachusetts Massachusetts Value VMV Auction Preferred Shares,
Value Municipal Income Municipal Income liquidation preference
Trust Trust $25,000 per share
A-1
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
Van Kampen California Value California Value VCV Auction Preferred Shares,
Municipal Income Trust Municipal Income liquidation preference
Trust $25,000 per share
Van Kampen Pennsylvania Pennsylvania Value VPV Auction Preferred Shares,
Value Municipal Income Municipal Income liquidation preference
Trust Trust $25,000 per share
Van Kampen Advantage Advantage Municipal VKI Auction Preferred Shares,
Municipal Income Trust II Income Trust II liquidation preference
$25,000 per share
Van Kampen High Income High Income Trust II VLT Auction Preferred Shares,
Trust II liquidation preference
$25,000 per share
Van Kampen Bond Fund Bond Fund VBF Not Applicable
A-2
ANNEX B
VAN KAMPEN CLOSED-END FUNDS
The following list sets forth the number of issued and outstanding Common
Shares and Preferred Shares, where applicable, for each Fund as of May 12, 2006,
the Record Date.
FUND NAME COMMON SHARES PREFERRED SHARES
--------- ------------- ----------------
Select Sector Municipal Trust 15,506,702 5,160
Municipal Trust 39,379,538 13,000
Ohio Quality Municipal Trust 5,840,200 2,000
Trust for Insured Municipals 9,808,246 3,600
Trust for Investment Grade Municipals 43,799,085 17,200
Trust for Investment Grade New York Municipals 15,482,524 5,800
Trust for Investment Grade Florida Municipals 11,711,731 4,240
Trust for Investment Grade New Jersey Municipals 6,105,556 2,600
Municipal Opportunity Trust 34,172,536 13,600
Massachusetts Value Municipal Income Trust 2,690,767 1,000
California Value Municipal Income Trust 21,909,988 8,000
Pennsylvania Value Municipal Income Trust 24,608,102 8,800
Advantage Municipal Income Trust II 45,104,867 16,800
High Income Trust II 18,893,621 2,616
Bond Fund 11,362,465 N/A
B-1
ANNEX C
The table below sets forth the year in which each of the Trustees initially
was elected or appointed to the Board of Trustees of each Fund.
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WHALEN WOOLSEY
---- ------ -------- ----- ------- ---- ------ ------------ ------ -------
High Income Trust II (VLT)......... 1989 2003 1989 2003 2003 1992 2003 1994 1989 2003
Municipal Trust (VKQ).............. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003
Ohio Quality Municipal Trust
(VOQ)............................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003
Trust for Insured Municipals
(VIM)............................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003
Trust for Investment Grade
Municipals (VGM).................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003
Municipal Opportunity Trust
(VMO)............................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Trust for Investment Grade Florida
Municipals (VTF).................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Trust for Investment Grade New
Jersey Municipals (VTJ)........... 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Trust for Investment Grade New York
Municipals (VTN).................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Advantage Municipal Income Trust II
(VKI)............................. 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
California Value Municipal Income
Trust (VCV)....................... 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
Massachusetts Value Municipal
Income Trust (VMV)................ 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
Pennsylvania Value Municipal Income
Trust (VPV)....................... 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
Select Sector Municipal Trust
(VKL)............................. 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
Bond Fund (VBF).................... 1997 2003 1997 2003 2003 1997 2003 1997 1997 2003
C-1
ANNEX D
2005 AGGREGATE COMPENSATION BEFORE DEFERRAL FROM EACH FUND
NAME OF FUND FISCAL YEAR-END ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR
------------ --------------- ---- ------ -------- ----- ------- ----
Advantage Municipal Income Trust II............... 10/31 $2,645 $3,086 $2,645 $3,291 $3,291 $2,645
California Value Municipal Income Trust........... 10/31 2,409 2,717 2,409 2,922 2,922 2,409
Massachusetts Value Municipal Income Trust........ 10/31 1,859 1,866 1,859 2,071 2,071 1,859
Municipal Opportunity Trust....................... 10/31 3,868 4,979 3,868 5,184 5,184 3,868
Municipal Trust................................... 10/31 6,773 9,479 6,773 9,684 9,684 6,773
Ohio Quality Municipal Trust...................... 10/31 2,096 2,236 2,096 2,441 2,441 2,096
Pennsylvania Value Municipal Income Trust......... 10/31 2,149 2,317 2,149 2,522 2,522 2,149
Select Sector Municipal Trust..................... 10/31 2,054 2,166 2,054 2,371 2,371 2,054
Trust for Insured Municipals...................... 10/31 2,940 3,540 2,940 3,744 3,744 2,940
Trust for Investment Grade Florida Municipals..... 10/31 2,352 2,630 2,352 2,835 2,835 2,352
Trust for Investment Grade Municipals............. 10/31 5,769 7,925 5,769 8,130 8,130 5,769
Trust for Investment Grade New Jersey
Municipals....................................... 10/31 2,494 2,848 2,494 3,052 3,052 2,494
Trust for Investment Grade New York Municipals.... 10/31 2,437 2,760 2,437 2,964 2,964 2,437
High Income Trust II.............................. 12/31 1,968 2,028 1,968 2,233 2,233 1,968
Bond Fund......................................... 6/30 2,559 3,270 2,765 3,475 3,475 2,765
NAME OF FUND NELSON SONNENSCHEIN WHALEN WOOLSEY
------------ ------ ------------ ------ -------
Advantage Municipal Income Trust II............... $3,291 $2,645 $2,645 $3,291
California Value Municipal Income Trust........... 2,922 2,409 2,409 2,922
Massachusetts Value Municipal Income Trust........ 2,071 1,859 1,859 2,071
Municipal Opportunity Trust....................... 5,184 3,868 3,868 5,184
Municipal Trust................................... 9,684 6,773 6,773 9,684
Ohio Quality Municipal Trust...................... 2,441 2,096 2,096 2,441
Pennsylvania Value Municipal Income Trust......... 2,522 2,149 2,149 2,522
Select Sector Municipal Trust..................... 2,371 2,054 2,054 2,371
Trust for Insured Municipals...................... 3,744 2,940 2,940 3,744
Trust for Investment Grade Florida Municipals..... 2,835 2,352 2,352 2,835
Trust for Investment Grade Municipals............. 8,130 5,769 5,769 8,130
Trust for Investment Grade New Jersey
Municipals....................................... 3,052 2,494 2,494 3,052
Trust for Investment Grade New York Municipals.... 2,964 2,437 2,437 2,964
High Income Trust II.............................. 2,233 1,968 1,968 2,233
Bond Fund......................................... 3,475 2,765 2,765 3,475
D-1
ANNEX E
2005 AGGREGATE COMPENSATION DEFERRED FOR EACH FUND
NAME OF FUND FISCAL YEAR-END CHOATE DAMMEYER HEAGY KENNEDY NELSON SONNENSCHEIN WHALEN
------------ --------------- ------ -------- ----- ------- ------ ------------ ------
Advantage Municipal Income Trust
II.................................. 10/31 $3,086 $2,645 $3,291 $ $3,291 $2,645 $2,645
California Value Municipal Income
Trust............................... 10/31 2,717 2,409 2,922 2,922 2,409 2,409
Massachusetts Value Municipal Income
Trust............................... 10/31 1,866 1,859 2,071 2,071 1,859 1,859
Municipal Opportunity Trust.......... 10/31 4,979 3,868 5,184 5,184 3,868 3,868
Municipal Trust...................... 10/31 9,479 6,773 9,684 9,684 6,773 6,773
Ohio Quality Municipal Trust......... 10/31 2,236 2,096 2,441 2,441 2,096 2,096
Pennsylvania Value Municipal Income
Trust............................... 10/31 2,317 2,149 2,522 2,522 2,149 2,149
Select Sector Municipal Trust........ 10/31 2,166 2,054 2,371 2,371 2,054 2,054
Trust for Insured Municipals......... 10/31 3,540 2,940 3,744 3,744 2,940 2,940
Trust for Investment Grade Florida
Municipals.......................... 10/31 2,630 2,352 2,835 2,835 2,352 2,352
Trust for Investment Grade
Municipals.......................... 10/31 7,925 5,769 8,130 8,130 5,769 5,769
Trust for Investment Grade New Jersey
Municipals.......................... 10/31 2,848 2,494 3,052 3,052 2,494 2,494
Trust for Investment Grade New York
Municipals.......................... 10/31 2,760 2,437 2,964 2,964 2,437 2,437
High Income Trust II................. 12/31 2,028 1,968 2,233 274 2,233 1,968 1,968
Bond Fund............................ 6/30 3,270 2,765 3,475 3,475 2,765 2,765
E-1
ANNEX F
CUMULATIVE COMPENSATION DEFERRED (PLUS INTEREST) FROM EACH FUND
NAME OF FUND FISCAL YEAR-END CHOATE DAMMEYER HEAGY KENNEDY KERR
------------ --------------- ------ -------- ----- ------- ----
Advantage Municipal Income Trust II....................... 10/31 $7,911 $41,515 $ 7,587 $ $29,548
California Value Municipal Income Trust................... 10/31 21,511 120,309 20,608 88,327
Massachusetts Value Municipal Income Trust................ 10/31 4,927 34,590 4,724 28,915
Municipal Opportunity Trust............................... 10/31 12,581 52,799 12,072 30,591
Municipal Trust........................................... 10/31 28,403 112,642 27,245 61,966
Ohio Quality Municipal Trust.............................. 10/31 10,143 69,915 9,725 57,916
Pennsylvania Value Municipal Income Trust................. 10/31 6,039 37,175 5,791 29,151
Select Sector Municipal Trust............................. 10/31 14,720 80,571 14,118 58,886
Trust for Insured Municipals.............................. 10/31 8,155 44,086 7,821 29,824
Trust for Investment Grade Florida Municipals............. 10/31 7,675 65,011 7,363 57,937
Trust for Investment Grade Municipals..................... 10/31 33,623 123,306 32,267 62,920
Trust for Investment Grade New Jersey Municipals.......... 10/31 7,338 65,032 7,038 58,031
Trust for Investment Grade New York Municipals............ 10/31 19,563 115,231 18,761 87,802
High Income Trust II...................................... 12/31 10,875 74,201 10,277 279 59,977
Bond Fund................................................. 6/30 7,340 24,353 7,062 2,823
NAME OF FUND NELSON SONNENSCHEIN WHALEN
------------ ------ ------------ ------
Advantage Municipal Income Trust II....................... $8,323 $ 44,429 $ 44,296
California Value Municipal Income Trust................... 22,700 128,831 128,080
Massachusetts Value Municipal Income Trust................ 5,267 37,144 36,341
Municipal Opportunity Trust............................... 13,106 56,290 57,268
Municipal Trust........................................... 29,534 120,012 122,650
Ohio Quality Municipal Trust.............................. 10,832 75,058 73,528
Pennsylvania Value Municipal Income Trust................. 6,406 39,863 39,310
Select Sector Municipal Trust............................. 15,518 86,269 85,773
Trust for Insured Municipals.............................. 8,575 47,159 47,278
Trust for Investment Grade Florida Municipals............. 8,078 69,415 67,739
Trust for Investment Grade Municipals..................... 34,875 131,368 134,963
Trust for Investment Grade New Jersey Municipals.......... 7,735 69,568 67,852
Trust for Investment Grade New York Municipals............ 20,698 123,475 122,189
High Income Trust II...................................... 11,756 79,319 78,569
Bond Fund................................................. 7,521 24,618 26,888
F-1
ANNEX G
TRUSTEE OWNERSHIP OF COMMON SHARES OF THE FUNDS
The table below indicates the number of Common Shares of the respective
Funds listed below owned by each Trustee listed below as of May 12, 2006, and
the percentage of such Trustee's Common Shares to the total Common Shares
outstanding for such Fund is shown in parenthesis when such ownership
individually exceeds 1% of the total Common Shares outstanding.
ARCH DAMMEYER HEAGY KENNEDY SONNENSCHEIN WHALEN WOOLSEY
---- -------- ----- ------- ------------ ------ -------
Advantage Municipal Income Trust II(1)............... 500 386,812 1,089 1,012
California Value Municipal Income Trust(2)........... 319,364(1.46%)
High Income Trust II................................. 1,081 66,820 150 2,910
Municipal Opportunity Trust.......................... 595 243,969 198 198 798 1,744 350
Municipal Trust...................................... 1,126 18,633 162 162 543
Select Sector Municipal Trust........................ 1,011 126,079 100 100 535 500
Trust for Insured Municipals......................... 300 50 911
Trust for Investment Grade Municipals................ 637 16,708 58 58 194 1,408 685
Bond Fund............................................ 50 500 290
---------------
(2) The Trustees as a group own 1.46% of the total Common Shares outstanding of
California Value Municipal Income Trust
G-1
ANNEX H
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
The table below indicates the aggregate dollar range of equity securities of
the respective Funds listed below owned by each Trustee listed below as of May
12, 2006.
INDEPENDENT TRUSTEES
--------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY
---- ------ -------- ----- -------
Advantage Municipal Income Trust II........ $1-$10,000 over $100,000
California Value Municipal Trust........... over $100,000
High Income Trust II....................... $1-$10,000 over $100,000 $1-$10,000
Municipal Opportunity Trust................ $1-$10,000 over $100,000 $1-$10,000 $1-$10,000
Municipal Trust............................ $10,001-$50,000 over $100,000 $1-$10,000 $1-$10,000
Select Sector Municipal Trust.............. $10,001-$50,000 over $100,000 $1-$10,000 $1-$10,000
Trust for Insured Municipals............... $1-$10,000 $1-$10,000
Trust for Investment Grade Municipals...... $1-$10,000 over $100,000 $1-$10,000 $1-$10,000
Bond Fund.................................. $1-$10,000
Aggregate Dollar Range of Equity Securities
in all Registered Investment Companies
Overseen by Trustee in the Fund Complex... $50,001-$100,000 $1-$10,000 over $100,000 $50,001-$100,000 over $100,000
INDEPENDENT TRUSTEES INTERESTED TRUSTEE
------------------------------------------------------------ ------------------
KERR NELSON SONNENSCHEIN WOOLSEY WHALEN
---- ------ ------------ ------- ------
Advantage Municipal Income Trust II........ $10,001-$50,000 $10,001-$50,000
California Value Municipal Trust...........
High Income Trust II....................... $10,001-$50,000
Municipal Opportunity Trust................ $10,001-$50,000 $1-$10,000 $10,001-$50,000
Municipal Trust............................ $1-$10,000
Select Sector Municipal Trust.............. $1-$10,000 $1-$10,000
Trust for Insured Municipals............... $10,001-$50,000
Trust for Investment Grade Municipals...... $1-$10,000 $1-$10,000 $10,001-$50,000
Bond Fund.................................. $1-$10,000 $1-$10,000
Aggregate Dollar Range of Equity Securities
in all Registered Investment Companies
Overseen by Trustee in the Fund Complex... $1-$10,000 $1-$10,000 $50,001-$100,000 $10,001-$50,000 over $100,000
H-1
ANNEX I
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
The table below indicates the aggregate dollar range of equity securities of
the respective Funds listed below owned by each Trustee, combining equity
beneficial ownership with such Trustees' deferred compensation amounts, as of
May 12, 2006.
INDEPENDENT TRUSTEES
--------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY
---- ------ -------- ----- -------
Advantage Municipal Income Trust II........ $1-$10,000 over $100,000
California Value Municipal Income Trust.... over $100,000
High Income Trust II....................... $1-$10,000 over $100,000 $1-$10,000
Municipal Opportunity Trust................ $1-$10,000 over $100,000 $1-$10,000 $1-$10,000
Municipal Trust............................ $10,001-$50,000 over $100,000 $1-$10,000 $1-$10,000
Select Sector Municipal Trust.............. $10,001-$50,000 over $100,000 $1-$10,000 $1-$10,000
Trust for Insured Municipals............... $1-$10,000 $1-$10,000
Trust for Investment Grade Municipals...... $1-$10,000 over $100,000 $1-$10,000 $1-$10,000
Bond Fund.................................. over $100,000 over $100,000 $1-$10,000
Aggregate Dollar Range of Equity Securities
and Deferred Compensation in all
Registered Investment Companies Overseen
by Trustee in the Fund Complex............ $50,001-$100,000 over $100,000 over $100,000 over $100,000 over $100,000
INDEPENDENT TRUSTEES INTERESTED TRUSTEE
--------------------------------------------------------------- ------------------
KERR NELSON SONNENSCHEIN WOOLSEY WHALEN
---- ------ ------------ ------- ------
Advantage Municipal Income Trust II........ over $100,000 $10,001- $10,001-$50,000
$50,000
California Value Municipal Income Trust....
High Income Trust II....................... $10,001-$50,000
Municipal Opportunity Trust................ $10,001- $1-$10,000 $10,001-$50,000
$50,000
Municipal Trust............................ $1-$10,000
Select Sector Municipal Trust.............. $1-$10,000 $1-$10,000
Trust for Insured Municipals............... $10,001-$50,000
Trust for Investment Grade Municipals...... $1-$10,000 $1-$10,000 $10,001-$50,000
Bond Fund.................................. $1-$10,000 $1-$10,000
Aggregate Dollar Range of Equity Securities
and Deferred Compensation in all
Registered Investment Companies Overseen
by Trustee in the Fund Complex............ over $100,000 over $100,000 over $100,000 $10,001-$50,000 over $100,000
I-1
ANNEX J
FISCAL YEAR END 2005 AUDIT AND OTHER FEES
NON-AUDIT FEES
--------------------------------------------------------
NAME OF FUND FISCAL YEAR-END AUDIT FEES AUDIT-RELATED(2) TAX(3) ALL OTHER TOTAL NON-AUDIT TOTAL
------------ --------------- ---------- ---------------- ------ --------- --------------- -----
Advantage Municipal Income
Trust II.................... 10/31 $26,450 $ 400 $1,600 $0 $ 2,000 $ 28,450
California Value Municipal
Income Trust................ 10/31 26,450 400 1,600 0 2,000 28,450
Massachusetts Value Municipal
Income Trust................ 10/31 26,450 400 1,600 0 2,000 28,450
Municipal Opportunity
Trust....................... 10/31 32,350 400 1,600 0 2,000 34,350
Municipal Trust.............. 10/31 32,350 400 1,600 0 2,000 34,350
Ohio Quality Municipal
Trust....................... 10/31 26,450 400 1,600 0 2,000 28,450
Pennsylvania Value Municipal
Income Trust................ 10/31 26,450 400 1,600 0 2,000 28,450
Select Sector Municipal
Trust....................... 10/31 26,450 400 1,600 0 2,000 28,450
Trust for Insured
Municipals.................. 10/31 32,350 400 1,600 0 2,000 34,350
Trust for Investment Grade
Florida Municipals.......... 10/31 26,450 400 1,600 0 2,000 28,450
Trust for Investment Grade
Municipals.................. 10/31 32,350 400 1,600 0 2,000 34,350
Trust for Investment Grade
New Jersey Municipals....... 10/31 26,450 400 1,600 0 2,000 28,450
Trust for Investment Grade
New York Municipals......... 10/31 26,450 400 1,600 0 2,000 28,450
High Income Trust II......... 12/31 44,200 800(2) 1,600 0 2,400 46,600
Bond Fund.................... 6/30 30,855 0 1,600 0 1,600 32,455
Covered Entities(1).......... N/A 321,000 0 0 321,000 321,000
---------------
N/A- Not applicable.
(1) Covered Entities include the Adviser and any entity controlling, controlled
by or under common control with the Adviser that provides ongoing services
to the Funds.
(2) Audit-Related Fees represent assurance and related services provided that
are reasonably related to the performance of the audit financial statements
and funds advised by the Adviser or its affiliates, including attestation
services provided in connection with SAS 70 reports, of Covered Entities'.
(3) Tax Fees represent tax compliance services provided in connection with the
review of the Funds' tax returns.
J-1
FISCAL YEAR END 2004 AUDIT AND OTHER FEES
NON-AUDIT FEES
-----------------------------------------------------
NAME OF FUND FISCAL YEAR-END AUDIT FEES AUDIT-RELATED TAX ALL OTHER TOTAL NON-AUDIT TOTAL
------------ --------------- ---------- ------------- --- --------- --------------- -----
Advantage Municipal Income Trust
II............................. 10/31 $23,880 $ 370 $1,550 $0 $ 1,920 $ 25,800
California Value Municipal
Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800
Massachusetts Value Municipal
Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800
Municipal Opportunity Trust..... 10/31 29,480 370 1,550 0 1,920 31,400
Municipal Trust................. 10/31 29,480 370 1,550 0 1,920 31,400
Ohio Quality Municipal Trust.... 10/31 23,880 370 1,550 0 1,920 25,800
Pennsylvania Value Municipal
Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800
Select Sector Municipal Trust... 10/31 23,880 370 1,550 0 1,920 25,800
Trust for Insured Municipals.... 10/31 29,480 370 1,550 0 1,920 31,400
Trust for Investment Grade
Florida Municipals............. 10/31 23,880 370 1,550 0 1,920 25,800
Trust for Investment Grade
Municipals..................... 10/31 29,480 370 1,550 0 1,920 31,400
Trust for Investment Grade New
Jersey Municipals.............. 10/31 23,880 370 1,550 0 1,920 25,800
Trust for Investment Grade New
York Municipals................ 10/31 23,880 370 1,550 0 1,920 25,800
High Income Trust II............ 12/31 42,130 750 1,550 0 2,300 44,430
Bond Fund....................... 6/30 28,080 0 1,550 0 1,550 29,630
Covered Entities(1)............. N/A 198,000(2) 0 0 198,000 198,000
---------------
N/A- Not applicable.
(1) Covered Entities include the Adviser and any entity controlling, controlled
by or under common control with the Adviser that provides ongoing services
to the Funds.
(2) Audit-Related Fees represent assurance and related services provided that
are reasonably related to the performance of the audit of Covered Entities'
financial statements.
(3) Tax Fees represent tax compliance services provided in connection with the
review of the Funds' tax returns.
J-2
[VAN KAMPEN INVESTMENTS LOGO]
VKCL 06
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXX TRUST
JOINT ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN XXXXX
TRUST, a XXXXX business trust (the "Fund"), hereby appoints
XXXXX, XXXXX and XXXXX and each of them or their respective
designees, with full power of substitution and revocation, as
proxies to represent the undersigned at the Joint Annual Meeting
of Shareholders to be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555, on Friday, June 23, 2006 at 10:00 a.m., and any and
all adjournments thereof (the "Meeting"), and thereat to vote all
XXXXX Shares which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally
present, in accordance with the instructions indicated herein.
FOR ALL
1. Authority to vote for the election as Trustees, the nominees FOR WITHHOLD EXCEPT
named below: [ ] [ ] [ ]
Class X Trustees: (01) XXXXX, (02) XXXXX (03) XXXXX and (04)
XXXXX
------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
CHECK "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME ON THE
LINE BELOW.
------------------------------------------------------------
2. To transact such other business as may properly come before
the Meeting.
If more than one of the proxies, or their substitutes, are
present at the Meeting or any adjournment thereof, they jointly
(or, if only one is present and voting then that one) shall have
authority and may exercise all powers granted hereby. This Proxy,
when properly executed, will be voted in accordance with the
instructions marked by the undersigned on the reverse side. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
PROPOSAL DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF MEETING AND JOINT PROXY STATEMENT FOR THE MEETING TO BE
HELD ON JUNE 23, 2006.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE
HAS YOUR ADDRESS CHANGED? Date
-------------------------------------------- ------------------
Shareholder signature
------------------------------------------ -------------------------------------------- Date --------------
Co-owner signature (if applicable)
------------------------------------------
------------------------------------------
Mark box at right if an address change has
been noted on the reverse side of this
card. [ ]
Please sign this Proxy exactly as your name
or names appear on the books of the Fund.
When signing as attorney, trustee, executor,
administrator, custodian, guardian or
corporate officer, please give full title.
If common shares are held jointly, each
holder must sign.