================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER 811-02611 VAN KAMPEN EXCHANGE FUND (Exact name of registrant as specified in charter) 522 Fifth Avenue, New York, New York 10036 (Address of principal executive offices) (Zip code) Stefanie V. Chang Yu, Esq. Managing Director Morgan Stanley Investment Advisors Inc. 522 Fifth Avenue New York, New York 10036 (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 Date of fiscal year end: 12/31 Date of reporting period: 7/1/08-6/30/09 ================================================================================ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-02611 Reporting Period: 07/01/2008 - 06/30/2009 Van Kampen Exchange Fund =========================== VAN KAMPEN EXCHANGE FUND =========================== AIR PRODUCTS & CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 22, 2009 Meeting Type: Annual Record Date: NOV 30, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mario L. Baeza For For Management 1.2 Elect Director Edward E. Hagenlocker For For Management 1.3 Elect Director John E. McGlade For For Management 1.4 Elect Director Charles H. Noski For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: JUN 30, 2009 Meeting Type: Annual Record Date: MAY 22, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis D. Dammerman For For Management 1.2 Elect Director Harvey Golub For For Management 1.3 Elect Director Laurette T. Koellner For For Management 1.4 Elect Director Edward M. Liddy For For Management 1.5 Elect Director Christopher S. Lynch For For Management 1.6 Elect Director Arthur C. Martinez For For Management 1.7 Elect Director George L. Miles, Jr. For For Management 1.8 Elect Director Robert S. Miller For For Management 1.9 Elect Director Suzanne Nora Johnson For For Management 1.10 Elect Director Morris W. Offit For For Management 1.11 Elect Director Douglas M. Steenland For For Management 2 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 3 Increase Authorized Common Stock For For Management 4 Approve Reverse Stock Split For For Management 5 Increase Authorized Preferred Stock For For Management 6 Amend Certificate of Incorporation For For Management 7 Amend Certificate of Incorporation to For For Management Eliminate Restrictions on Pledge of Assets 8 Ratify Auditors For For Management 9 Stock Retention/Holding Period Against For Shareholder 10 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 11 Reincorporate in Another State [from Against Against Shareholder Delaware to North Dakota] - -------------------------------------------------------------------------------- APACHE CORP. Ticker: APA Security ID: 037411105 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Frederick M. Bohen For Against Management 2 Elect Director George D. Lawrence For Against Management 3 Elect Director Rodman D. Patton For For Management 4 Elect Director Charles J. Pitman For For Management - -------------------------------------------------------------------------------- BAKER HUGHES INCORPORATED Ticker: BHI Security ID: 057224107 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 26, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry D. Brady For For Management 1.2 Elect Director Clarence P. Cazalot, Jr. For For Management 1.3 Elect Director Chad C. Deaton For For Management 1.4 Elect Director Edward P. Djerejian For For Management 1.5 Elect Director Anthony G. Fernandes For For Management 1.6 Elect Director Claire W. Gargalli For For Management 1.7 Elect Director Pierre H. Jungels For For Management 1.8 Elect Director James A. Lash For For Management 1.9 Elect Director J. Larry Nichols For For Management 1.10 Elect Director H. John Riley, Jr. For For Management 1.11 Elect Director Charles L. Watson For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings - -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Walter E. Boomer For For Management 1.2 Elect Director James R. Gavin III For For Management 1.3 Elect Director Peter S. Hellman For For Management 1.4 Elect Director K. J. Storm For For Management 2 Ratify Auditors For For Management 3 Report on Animal Testing Against Against Shareholder - -------------------------------------------------------------------------------- BP PLC Ticker: BP Security ID: 055622104 Meeting Date: APR 16, 2009 Meeting Type: Annual Record Date: FEB 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management AND ACCOUNTS 2 TO APPROVE THE DIRECTORS REMUNERATION For Against Management REPORT 3 DIRECTOR MR A BURGMANS For For Management 4 DIRECTOR MRS C B CARROLL For For Management 5 DIRECTOR SIR WILLIAM CASTELL For For Management 6 DIRECTOR MR I C CONN For For Management 7 DIRECTOR MR G DAVID For Withhold Management 8 DIRECTOR MR E B DAVIS, JR For For Management 9 DIRECTOR MR R DUDLEY For For Management 10 DIRECTOR MR D J FLINT For For Management 11 DIRECTOR DR B E GROTE For For Management 12 DIRECTOR DR A B HAYWARD For For Management 13 DIRECTOR MR A G INGLIS For For Management 14 DIRECTOR DR D S JULIUS For Withhold Management 15 DIRECTOR SIR TOM MCKILLOP For Withhold Management 16 DIRECTOR SIR IAN PROSSER For For Management 17 DIRECTOR MR P D SUTHERLAND For Withhold Management 18 TO RE-APPOINT ERNST & YOUNG LLP AS For For Management AUDITORS AND AUTHORIZE THEBOARD TO FIX THEIR REMUNERATION 19 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management AUTHORITY FOR THE PURCHASEOF ITS OWN SHARES BY THE COMPANY 20 TO GIVE LIMITED AUTHORITY TO ALLOT For For Management SHARES UP TO A SPECIFIEDAMOUNT 21 SPECIAL RESOLUTION: TO GIVE AUTHORITY For For Management TO ALLOT A LIMITED NUMBEROF SHARES FOR CASH FREE OF PRE-EMPTION RIGHTS 22 SPECIAL RESOLUTION: TO AUTHORIZE THE For Against Management CALLING OF GENERAL MEETINGS(EXCLUDING ANNUAL GENERAL MEETINGS) BY NOTICE OF AT LEAST 14CLEAR DAYS - -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: NOV 5, 2008 Meeting Type: Annual Record Date: SEP 8, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colleen F. Arnold For For Management 1.2 Elect Director R. Kerry Clark For For Management 1.3 Elect Director Calvin Darden For For Management 1.4 Elect Director John F. Finn For For Management 1.5 Elect Director Philip L. Francis For For Management 1.6 Elect Director Gregory B. Kenny For For Management 1.7 Elect Director J. Michael Losh For Withhold Management 1.8 Elect Director John B. McCoy For For Management 1.9 Elect Director Richard C. Notebaert For Withhold Management 1.10 Elect Director Michael D. O'Halleran For For Management 1.11 Elect Director David W. Raisbeck For For Management 1.12 Elect Director Jean G. Spaulding For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Eliminate Cumulative Voting For For Management 5 Require Advance Notice for Shareholder For For Management Proposals/Nominations 6 Amend Articles of Incorporation to For For Management State that Common Shares Have No Stated Capital 7 Amend Omnibus Stock Plan For For Management 8 Amend Qualified Employee Stock Purchase For For Management Plan 9 Performance-Based and/or Time-Based Against For Shareholder Equity Awards - -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: JUN 23, 2009 Meeting Type: Special Record Date: MAY 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Option Exchange Program For For Management - -------------------------------------------------------------------------------- EDWARDS LIFESCIENCES CORPORATION Ticker: EW Security ID: 28176E108 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Mike R. Bowlin For For Management 2 Elect Director Barbara J. McNeil For For Management 3 Elect Director Michael A. Mussallem For For Management 4 Elect Director William J. Link For For Management 5 Amend Omnibus Stock Plan For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 27, 2009 Meeting Type: Annual Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M.J. Boskin For For Management 1.2 Elect Director L.R. Faulkner For For Management 1.3 Elect Director K.C. Frazier For For Management 1.4 Elect Director .W. George For For Management 1.5 Elect Director R.C. King For For Management 1.6 Elect Director M.C. Nelson For For Management 1.7 Elect Director S.J. Palmisano For For Management 1.8 Elect Director S.S Reinemund For For Management 1.9 Elect Director R.W. Tillerson For For Management 1.10 Elect Director E.E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings 5 Reincorporate in Another State [from Against Against Shareholder New Jersey to North Dakota] 6 Require Independent Board Chairman Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 8 Report on Pay Disparity Against Against Shareholder 9 Review Anti-discrimination Policy on Against Against Shareholder Corporate Sponsorships and Executive Perks 10 Amend EEO Policy to Prohibit Against For Shareholder Discrimination based on Sexual Orientation and Gender Identity 11 Adopt Quantitative GHG Goals for Against Abstain Shareholder Products and Operations 12 Report on Climate Change Impacts on Against Against Shareholder Emerging Countries 13 Adopt Policy to Increase Renewable Against Abstain Shareholder Energy - -------------------------------------------------------------------------------- FLUOR CORP. Ticker: FLR Security ID: 343412102 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter K. Barker For For Management 1.2 Elect Director Alan L. Boeckmann For For Management 1.3 Elect Director Vilma S. Martinez For For Management 1.4 Elect Director Dean R. O'Hare For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan M. Bennett For For Management 1.2 Elect Director James R. Boyd For For Management 1.3 Elect Director Milton Carroll For For Management 1.4 Elect Director S. Malcolm Gillis For For Management 1.5 Elect Director James T. Hackett For For Management 1.6 Elect Director David J. Lesar For For Management 1.7 Elect Director Robert A. Malone For For Management 1.8 Elect Director J. Landis Martin For For Management 1.9 Elect Director Jay A. Precourt For For Management 1.10 Elect Director Debra L. Reed For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Review and Assess Human Rights Policies Against Against Shareholder 6 Report on Political Contributions Against Against Shareholder 7 Adopt Low Carbon Energy Policy Against Against Shareholder 8 Disclose Information on Compensation Against For Shareholder Consultant 9 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 10 Establish Independent Director Against Abstain Shareholder Committee to Review and Report on Financial Misconducts and Human Rights Abuses - -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.B. Hess For For Management 1.2 Elect Director S.W. Bodman For For Management 1.3 Elect Director R. Lavizzo-Mourey For For Management 1.4 Elect Director C.G. Matthews For For Management 1.5 Elect Director E.H. von Metzsch For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL, INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 27, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gordon M. Bethune For For Management 1.2 Elect Director Jaime Chico Pardo For For Management 1.3 Elect Director David M. Cote For For Management 1.4 Elect Director D. Scott Davis For For Management 1.5 Elect Director Linnet F. Deily For For Management 1.6 Elect Director Clive R. Hollick For For Management 1.7 Elect Director George Paz For For Management 1.8 Elect Director Bradley T. Sheares For For Management 1.9 Elect Director John R. Stafford For Against Management 1.10 Elect Director Michael W. Wright For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Adopt Principles for Health Care Reform Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 6 Adopt Anti Gross-up Policy Against For Shareholder 7 Amend Bylaws-- Call Special Meetings Against Against Shareholder - -------------------------------------------------------------------------------- HSBC HOLDINGS PLC Ticker: HBC Security ID: 404280406 Meeting Date: MAR 19, 2009 Meeting Type: Special Record Date: MAR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Increase in Authorised Ordinary For For Management Share Capital from USD 7,500,100,000, GBP 401,500 and EUR 100,000 to USD 10,500,100,000, GBP 401,500 and EUR 100,000 2 Subject to the Passing of Resolution 1, For For Management Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 2,530,200,000 (Rights Issue) 3 Subject to the Passing of Resolution 2, For For Management Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 2,530,200,000 (Rights Issue) - -------------------------------------------------------------------------------- HSBC HOLDINGS PLC Ticker: HBC Security ID: 404280406 Meeting Date: MAY 22, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3a Re-elect Safra Catz as Director For For Management 3b Re-elect Vincent Cheng as Director For For Management 3c Re-elect Marvin Cheung as Director For For Management 3d Re-elect John Coombe as Director For For Management 3e Re-elect Jose Duran as Director For For Management 3f Re-elect Rona Fairhead as Director For For Management 3g Re-elect Douglas Flint as Director For For Management 3h Re-elect Alexander Flockhart as For For Management Director 3i Re-elect Lun Fung as Director For For Management 3j Re-elect Michael Geoghegan as Director For For Management 3k Re-elect Stephen Green as Director For For Management 3l Re-elect Stuart Gulliver as Director For For Management 3m Re-elect James Hughes-Hallett as For For Management Director 3n Re-elect Sam Laidlaw as Director For For Management 3o Re-elect J Lomaxas Director For For Management 3p Re-elect Sir Mark Moody-Stuart as For For Management Director 3q Re-elect Gwyn Morgan as Director For For Management 3r Re-elect Nagavara Murthy as Director For For Management 3s Re-elect Simon Robertson as Director For For Management 3t Re-elect John Thornton as Director For For Management 3u Re-elect Sir Brian Williamson as For For Management Director 4 Reappoint KPMG Audit plc as Auditors For For Management and Authorise the Group Audit Committee to Determine Their Remuneration 5 Authorise Issue of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 100,000 6 Subject to the Passing of Resolution 5, For For Management Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 7 Authorise 1,720,481,200 Ordinary Shares For For Management for Market Purchase 8 Adopt New Articles of Association For For Management 9 Approve That a General Meeting Other For Against Management Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice - -------------------------------------------------------------------------------- IKON OFFICE SOLUTIONS, INC. Ticker: IKN Security ID: 451713101 Meeting Date: OCT 31, 2008 Meeting Type: Special Record Date: OCT 2, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- INTEL CORPORATION Ticker: INTC Security ID: 458140100 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charlene Barshefsky For For Management 2 Elect Director Susan L. Decker For For Management 3 Elect Director John J. Donahoe For For Management 4 Elect Director Reed E. Hundt For For Management 5 Elect Director Paul S. Otellini For For Management 6 Elect Director James D. Plummer For For Management 7 Elect Director David S. Pottruck For For Management 8 Elect Director Jane E. Shaw For For Management 9 Elect Director John L. Thornton For For Management 10 Elect Director Frank D. Yeary For For Management 11 Elect Director David B. Yoffie For For Management 12 Ratify Auditors For For Management 13 Amend Omnibus Stock Plan For For Management 14 Approve Stock Option Exchange Program For For Management 15 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation 16 Provide for Cumulative Voting Against Against Shareholder 17 Adopt Policy on Human Rights to Water Against Against Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A. J. P. Belda For Against Management 1.2 Elect Director C. Black For For Management 1.3 Elect Director W. R. Brody For For Management 1.4 Elect Director K. I. Chenault For For Management 1.5 Elect Director M. L. Eskew For For Management 1.6 Elect Director S. A. Jackson For For Management 1.7 Elect Director T. Nishimuro For For Management 1.8 Elect Director J. W. Owens For For Management 1.9 Elect Director S. J. Palmisano For For Management 1.10 Elect Director J. E. Spero For For Management 1.11 Elect Director S. Taurel For For Management 1.12 Elect Director L. H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Provide for Cumulative Voting Against Against Shareholder 5 Exclude Pension Income from Performance Against For Shareholder Metrics for Executive Pay 6 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- INTERNATIONAL FLAVORS & FRAGRANCES INC. Ticker: IFF Security ID: 459506101 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Margaret Hayes Adame For For Management 1.2 Elect Director Robert M. Amen For For Management 1.3 Elect Director Marcello Bottoli For For Management 1.4 Elect Director Linda B. Buck For For Management 1.5 Elect Director J. Michael Cook For For Management 1.6 Elect Director Peter A. Georgescu For For Management 1.7 Elect Director Alexandra A. Herzan For For Management 1.8 Elect Director Henry W. Howell, Jr For For Management 1.9 Elect Director Katherine M. Hudson For For Management 1.10 Elect Director Arthur C. Martinez For For Management 1.11 Elect Director Burton M. Tansky For For Management 1.12 Elect Director Douglas D. Tough For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Sue Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Michael M.E. Johns For For Management 1.4 Elect Director Arnold G. Langbo For For Management 1.5 Elect Director Susan L. Lindquist For For Management 1.6 Elect Director Leo F. Mullin For For Management 1.7 Elect Director Wiliam D. Perez For For Management 1.8 Elect Director Charles Prince For Against Management 1.9 Elect Director David Satcher For For Management 1.10 Elect Director William C. Weldon For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- LOUISIANA-PACIFIC CORP Ticker: LPX Security ID: 546347105 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Archie W. Dunham For Withhold Management 1.2 Elect Director Daniel K. Frierson For Withhold Management 1.3 Elect Director Richard W. Frost For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LUBRIZOL CORP., THE Ticker: LZ Security ID: 549271104 Meeting Date: APR 27, 2009 Meeting Type: Annual Record Date: MAR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Forest J. Farmer, Sr. For For Management 1.2 Elect Director Michael J. Graff For For Management 1.3 Elect Director James E. Sweetnam For For Management 1.4 Elect Director Phillip C. Widman For For Management 2 Ratify Auditors For For Management 3.1 Adopt Majority Voting for Uncontested For For Management Election of Directors 3.2 Approve Control Share Acquisition For For Management 4.1 Amend the Regulations Concerning For For Management Composition, Term and Election of Directors 4.2 Amend the Regulations to Modernize and For Against Management Clarify Amendments 4.3 Require Advance Notice for Shareholder For Against Management Proposals/Nominations 4.4 Amend the Regulations in Accordance For For Management with Ohio Law - -------------------------------------------------------------------------------- LUBY'S, INC. Ticker: LUB Security ID: 549282101 Meeting Date: JAN 23, 2009 Meeting Type: Annual Record Date: DEC 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.S.B. Jenkins For For Management 1.2 Elect Director Joe C. McKinney For For Management 1.3 Elect Director Harris J. Pappas For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management - -------------------------------------------------------------------------------- MASSEY ENERGY COMPANY Ticker: MEE Security ID: 576206106 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James B. Crawford For Withhold Management 1.2 Elect Director E. Gordon Gee For For Management 1.3 Elect Director Lady Judge For Withhold Management 1.4 Elect Director Stanley C. Suboleski For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Report on Implementation of EPA Against For Shareholder Settlement Reforms and CSR Commitments 5 Adopt Report on Plans to Reduce Against For Shareholder Greenhouse Gas from Products and Operations 6 Provide Early Disclosure of Shareholder Against For Shareholder Proposal Voting Results - -------------------------------------------------------------------------------- MEDCO HEALTH SOLUTIONS, INC. Ticker: MHS Security ID: 58405U102 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 26, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Charles M. Lillis, Ph.D. For For Management 2 Elect Director William L. Roper, M.D. For For Management 3 Elect Director David D. Stevens For For Management 4 Ratify Auditors For For Management 5 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Leslie A. Brun For For Management 2 Elect Director Thomas R. Cech For For Management 3 Elect Director Richard T. Clark For For Management 4 Elect Director Thomas H. Glocer For For Management 5 Elect Director Steven F. Goldstone For For Management 6 Elect Director William B. Harrison, Jr. For For Management 7 Elect Director Harry R. Jacobson For For Management 8 Elect Director William N. Kelley For For Management 9 Elect Director Rochelle B. Lazarus For For Management 10 Elect Director Carlos E. Represas For For Management 11 Elect Director Thomas E. Shenk For For Management 12 Elect Director Anne M. Tatlock For For Management 13 Elect Director Samuel O. Thier For For Management 14 Elect Director Wendell P. Weeks For For Management 15 Elect Director Peter C. Wendell For For Management 16 Ratify Auditors For For Management 17 Fix Number of Directors For For Management 18 Amend Bylaws-- Call Special Meetings Against For Shareholder 19 Require Independent Lead Director Against Against Shareholder 20 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dennis A. Ausiello For For Management 1.2 Elect Director Michael S. Brown For For Management 1.3 Elect Director M. Anthony Burns For For Management 1.4 Elect Director Robert N. Burt For For Management 1.5 Elect Director W. Don Cornwell For For Management 1.6 Elect Director William H. Gray, III For For Management 1.7 Elect Director Constance J. Horner For For Management 1.8 Elect Director James M. Kilts For For Management 1.9 Elect Director Jeffrey B. Kindler For For Management 1.10 Elect Director George A. Lorch For For Management 1.11 Elect Director Dana G. Mead For For Management 1.12 Elect Director Suzanne Nora Johnson For For Management 1.13 Elect Director Stephen W. Sanger For For Management 1.14 Elect Director William C. Steere, Jr. For Against Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Limit/Prohibit Executive Stock-Based Against Against Shareholder Awards 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 6 Provide for Cumulative Voting Against Against Shareholder 7 Amend Bylaws -- Call Special Meetings Against For Shareholder - -------------------------------------------------------------------------------- PLUM CREEK TIMBER COMPANY, INC. Ticker: PCL Security ID: 729251108 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rick R. Holley For For Management 1.2 Elect Director Robin Josephs For For Management 1.3 Elect Director John G. McDonald For For Management 1.4 Elect Director Robert B. McLeod For For Management 1.5 Elect Director John F. Morgan, Sr. For For Management 1.6 Elect Director John H. Scully For For Management 1.7 Elect Director Stephen C. Tobias For For Management 1.8 Elect Director Martin A. White For For Management 2 Adopt Majority Voting for Uncontested For For Management Election of Directors 3 Amend Stock Ownership Limitations For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: MAY 18, 2009 Meeting Type: Annual Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Colligan For For Management 1.2 Elect Director Fred Hassan For For Management 1.3 Elect Director C. Robert Kidder For For Management 1.4 Elect Director Eugene R. McGrath For For Management 1.5 Elect Director Antonio M. Perez For For Management 1.6 Elect Director Patricia F. Russo For For Management 1.7 Elect Director Jack L. Stahl For For Management 1.8 Elect Director Craig B. Thompson For For Management 1.9 Elect Director Kathryn C. Turner For For Management 1.10 Elect Director Robert F.W. van Oordt For For Management 1.11 Elect Director Arthur F. Weinbach For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 8, 2009 Meeting Type: Annual Record Date: FEB 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect P. Camus as Director For For Management 1.2 Elect J.S. Gorelick as Director For For Management 1.3 Elect A. Gould as Director For For Management 1.4 Elect T. Issac as Director For For Management 1.5 Elect N. Kudryavtsev as Director For For Management 1.6 Elect A. Lajous as Director For For Management 1.7 Elect M.E. Marks as Director For For Management 1.8 Elect L.R. Reif as Director For For Management 1.9 Elect T.I. Sandvold as Director For For Management 1.10 Elect H. Seydoux as Director For For Management 1.11 Elect L.G. Stuntz as Director For For Management 2 Adopt and Approve Financials and For For Management Dividends 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 4 Approval of Independent Registered For For Management Public Accounting Firm - -------------------------------------------------------------------------------- SPX CORP. Ticker: SPW Security ID: 784635104 Meeting Date: APR 22, 2009 Meeting Type: Annual Record Date: MAR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher J. Kearny For For Management 1.2 Elect Director Martha B. Wyrsch For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TRANSOCEAN INC. Ticker: RIG Security ID: G90073100 Meeting Date: DEC 8, 2008 Meeting Type: Special Record Date: OCT 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE MERGER TRANSACTION TO For For Management BE EFFECTED BY THE SCHEMES OF ARRANGEMENT, ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B. 2 APPROVAL OF THE MOTION TO ADJOURN THE For For Management MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER TRANSACTION. - -------------------------------------------------------------------------------- TRANSOCEAN LTD. Ticker: RIG Security ID: H8817H100 Meeting Date: MAY 15, 2009 Meeting Type: Annual Record Date: MAR 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE 2008 ANNUAL REPORT, THE For Did Not Vote Management CONSOLIDATED FINANCIALSTATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2008 AND THESTATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. 2 DISCHARGE OF THE MEMBERS OF THE BOARD For Did Not Vote Management OF DIRECTORS AND THEEXECUTIVE OFFICERS FOR FISCAL YEAR 2008 3 APPROPRIATION OF THE AVAILABLE RETAINED For Did Not Vote Management EARNINGS WITHOUT PAYMENTOF A DIVIDEND TO SHAREHOLDERS FOR FISCAL YEAR 2008 AND RELEASEOF CHF 3.5 BILLION OF LEGAL RESERVES TO OTHER RESERVES. 4 AUTHORIZATION OF A SHARE REPURCHASE For Did Not Vote Management PROGRAM 5 APPROVAL OF THE LONG-TERM INCENTIVE For Did Not Vote Management PLAN OF TRANSOCEAN LTD. INTHE FORM AS AMENDED AND RESTATED EFFECTIVE AS OF 2/12/09 6 REELECTION OF CLASS I DIRECTOR FOR A For Did Not Vote Management THREE YEAR TERM:W. RICHARD ANDERSON 7 REELECTION OF CLASS I DIRECTOR FOR A For Did Not Vote Management THREE YEAR TERM:RICHARD L. GEORGE 8 REELECTION OF CLASS I DIRECTOR FOR A For Did Not Vote Management THREE YEAR TERM:ROBERT L. LONG 9 REELECTION OF CLASS I DIRECTOR FOR A For Did Not Vote Management THREE YEAR TERM:EDWARD R. MULLER 10 REELECTION OF CLASS III DIRECTOR FOR A For Did Not Vote Management TWO-YEAR TERM:VICTOR E. GRIJALVA 11 APPOINTMENT OF ERNST & YOUNG LLP AS For Did Not Vote Management TRANSOCEAN LTD. SINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR2009 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS TRANSOCEANLTD. S AUDITOR PURSUANT TO THE SWISS CODE OF OBLIGATIONS FOR AFURTHER ONE-YEA ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Van Kampen Exchange Fund By (Signature and Title)* /s/ Edward C. Wood III ---------------------------------------- Edward C. Wood III President and Principal Executive Officer -- Office of the Funds Date August 28, 2009 - ---------- * Print the name and title of each signing officer under his or her signature.