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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 Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
VAN KAMPEN HIGH INCOME TRUST
VAN KAMPEN HIGH INCOME TRUST II
VAN KAMPEN INVESTMENT GRADE MUNICIPAL TRUST
VAN KAMPEN MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST
VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST
VAN KAMPEN FLORIDA QUALITY 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 CALIFORNIA MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST
VAN KAMPEN VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN OHIO VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN NEW YORK 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 MUNICIPAL OPPORTUNITY TRUST II
VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST
VAN KAMPEN STRATEGIC SECTOR MUNICIPAL TRUST
VAN KAMPEN MUNICIPAL INCOME TRUST
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN SENIOR INCOME TRUST
VAN KAMPEN BOND FUND
VAN KAMPEN INCOME TRUST
(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.
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-- MAY 2001 --
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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 proxy statement, for your
convenience, we've provided a brief overview of the issues to be voted on.
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Q WHY IS A SHAREHOLDER
MEETING BEING HELD?
A Because 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 in the developments of your fund(s), no matter how
many shares you own.
Q HOW DOES THE BOARD OF
TRUSTEES RECOMMEND THAT I VOTE?
A They recommend that you
vote "For All" of the nominees on the enclosed proxy card.
Q WHY DOES THE PROXY
STATEMENT LIST SEVERAL CLOSED-END FUNDS?
A The funds have a similar
proposal and it is cost-efficient to have a joint proxy statement and one
meeting.
Q WHERE DO I CALL FOR
MORE INFORMATION?
A Please call Van Kampen
Investor Services at 1-800-341-2929 from 7:30 a.m. to 5:00 p.m. Central time,
Monday through Friday.
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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
1. Authority to vote [ ] [ ] [ ] 2. To transact such other business as may properly
for the election as 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
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VAN KAMPEN CLOSED-END FUNDS
1 PARKVIEW PLAZA, PO BOX 5555
OAKBROOK TERRACE, ILLINOIS 60181-5555
TELEPHONE (800) 341-2929
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 2001
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 Proxy Statement that a
Joint Annual Meeting of the 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 Wednesday, June 27, 2001, at 3:00 p.m., for the
following purposes:
1. To elect trustees in the following manner:
A. With respect to VKL and VIN, to elect two Class I
trustees by the holders of the Common Shares of each Fund.
Each elected trustee will serve for a three year term or
until a successor shall have been duly elected and
qualified.
B. With respect to VIG, VKV, VCV, VMV, VNV, VOV, VPV, VKS,
VOT and VKI, to elect two Class II trustees, one by the
holders of the Common Shares of each Fund and one by the
holders of the Preferred Shares of the Fund. The Common
Shares and the Preferred Shares of each Fund will vote as
separate classes. Each elected trustee will serve for a
three year term or until a successor shall have been duly
elected and qualified.
C. With respect to VGM, VIM, VIC, VTF, VTJ, VTN, VTP, VMO,
VKA, VAP, VKQ, VQC, VFM, VOQ, VNM, VPQ, VMT, VKC, VLT and
VIT, to elect three Class III trustees, two by the
holders of the Common Shares of each Fund and one by the
holders of the Preferred Shares of each Fund. The Common
Shares and the Preferred Shares of each Fund will vote as
separate classes. Each elected trustee will serve for a
three year term or until a successor shall have been duly
elected and qualified.
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D. With respect to VVR and VBF, to elect three Class III trustees by the
holders of the Common Shares of each Fund. Each elected trustee will
serve for a three year term or until a successor shall have been
elected and qualified.
2. To transact such other business as may properly come before the Meeting.
Holders of record of the Common Shares and, where applicable, Preferred Shares
of each Fund at the close of business on May 1, 2001 are entitled to notice of,
and to vote at, the Meeting and any adjournment thereof.
By order of the Board of Trustees
A. THOMAS SMITH III,
Vice President and Secretary
May 15, 2001
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 A 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 of each Fund listed in the
Proxy Statement.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
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PROXY STATEMENT
VAN KAMPEN CLOSED-END FUNDS
1 PARKVIEW PLAZA, PO BOX 5555
OAKBROOK TERRACE, ILLINOIS 60181-5555
TELEPHONE (800) 341-2929
JOINT ANNUAL MEETING OF SHAREHOLDERS
JUNE 27, 2001
This 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 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 Wednesday, June 27, 2001, at 3:00 p.m. The Meeting will be an
annual meeting for each Fund. The approximate mailing date of this Proxy
Statement and accompanying form of proxy is May 22, 2001.
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 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 a similar matter. The Boards of Trustees have 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 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 1, 2001 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,
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where applicable, Preferred Shares of each Fund as of the Record Date is shown
in Annex B to this Proxy Statement.
The following table summarizes the proposal to be presented at the Meeting for
the Funds and the shareholders entitled to vote with respect to the proposal.
PROPOSAL/AFFECTED FUNDS AFFECTED SHAREHOLDERS
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1. ELECTION OF TRUSTEES:
(a) With respect to VKL and VIN to elect two Class I
trustees
-- two trustees by holders of Common Shares Common Shares
(b) With respect to VIG, VKV, VCV, VMV, VNV,
VOV, VPV, VKS, VOT and VKI, to elect two
Class II trustees
-- one trustee by holders of Common Shares Common Shares
-- one trustee by holders of Preferred Shares Preferred Shares
(c) With respect to VGM, VIM, VIC, VTF, VTJ, VTN, VTP,
VMO, VKA, VAP, VKQ, VQC, VFM, VOQ, VNM, VPQ, VMT,
VKC, VLT and VIT, to elect three Class III trustees
-- two trustees by holders of Common Shares Common Shares
-- one trustee by holders of Preferred Shares Preferred Shares
(d) With respect to VVR and VBF, to elect three
Class III trustees
-- three trustees by holders of Common Shares Common Shares
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 A 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, 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 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 each nominee for Trustee of such Fund designated to be
elected by the
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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 of each Fund listed in the
proxy statement.
An unfavorable vote on a proposal by the shareholders of one Fund will not
affect the implementation of such a 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 it is entitled to vote. 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, abstentions and 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,
the persons named as proxies may propose 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 factors, including the nature of the relevant
proposal, the percentage of votes then cast, the percentage of negative votes
then cast,
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the nature of the proposed solicitation activities and the nature of the reasons
for such further solicitation.
INVESTMENT ADVISER
Van Kampen Investment Advisory Corp. ("Advisory Corp.") serves as investment
adviser to each Fund, except VBF and VIN. Van Kampen Asset Management Inc.
("Asset Management") serves as investment adviser to VBF and VIN. Advisory Corp.
and Asset Management sometimes are referred to herein collectively as the
"Advisers." The principal business address of the Advisers is 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181-5555. The Advisers are wholly owned
subsidiaries of Van Kampen Investments Inc. ("Van Kampen"). Van Kampen is one of
the nation's largest investment management companies, with more than $81 billion
in assets under management or supervision, as of March 31, 2001. With roots in
money management dating back to 1927, Van Kampen has helped more than four
generations of investors achieve their financial goals. Headquartered in the
Chicagoland area, Van Kampen is a wholly owned subsidiary of Morgan Stanley Dean
Witter & Co. ("Morgan Stanley").
OTHER SERVICE PROVIDERS
Each Fund, except VBF, VIN, VVR, VKL, VMT, VKC, VIG, VLT and VIT, has entered
into an administration agreement between such Fund and Van Kampen Funds Inc. (in
such capacity, the "Administrator"). The Administrator's principal business
address is 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555. The
Administrator is a wholly owned subsidiary of Van Kampen. VVR has entered into
an administration agreement between such Fund and Van Kampen. With respect to
VKS, the Administrator has engaged Mitchell Hutchins Asset Management Inc. to
act as a sub-administrator (the "Sub-Administrator"). The Sub-Administrator's
principal place of business is 1285 Avenue of the Americas, New York, New York
10019. With respect to VKL, Advisory Corp. 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. Each Fund,
except VBF and VIN, has entered into an accounting services agreement with
Advisory Corp. and a legal services agreement with Van Kampen. Van Kampen's
principal business address is 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555. Each of VMT, VKC, VIG, VLT and VIT has also entered into a support
services agreement with Van Kampen Funds Inc.
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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 VKL and VIN, two Class I Trustees are to be elected
at the Meeting by the Shareholders to serve until the later of each
respective Fund's Annual Meeting of Shareholders in 2004 or until their
successors have been duly elected and qualified. Holders of Common
Shares, voting as a separate class, will vote with respect to the two
Class I nominees, David C. Arch and Howard J Kerr, designated to be
elected by the holders of Common Shares. An affirmative vote of a
plurality of the Common Shares of each Fund, voting as a separate
class, present at the Meeting in person or by proxy 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 below unless the proxy is
marked otherwise.
(b) With respect to VIG, VKV, VCV, VMV, VNV, VOV, VPV, VKS, VOT and
VKI, two Class II Trustees are to be elected at the Meeting by the
Shareholders to serve until the later of each respective Fund's Annual
Meeting of Shareholders in 2004 or until their successors have been
duly elected and qualified. Holders of Common Shares, voting as a
separate class, will vote with respect to the one Class II nominee,
Wayne W. Whalen, designated to be elected by the holders of Common
Shares. Holders of Preferred Shares, voting as a separate class, will
vote with respect to the one Class II nominee, Rod Dammeyer, designated
to be elected by the holders of Preferred Shares. An affirmative vote
of a plurality of the Common Shares of each Fund and a plurality of the
Preferred Shares of each Fund, each voting as a separate class, present
at the Meeting in person or by proxy 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 below unless the proxy is marked
otherwise.
(c) With respect to VGM, VIM, VIC, VTF, VTJ, VTN, VTP, VMO, VKA, VAP,
VKQ, VQC, VFM, VOQ, VNM, VPQ, VMT, VKC, VLT and VIT, three Class III
Trustees are to be elected at the Meeting by the Shareholders to serve
until the later of each respective Fund's Annual Meeting of
Shareholders in 2004 or until their successors have been duly elected
and qualified. Holders of Common Shares, voting as a separate class,
will vote with respect to the two Class III nominees, Richard F.
Powers, III and Hugo F. Sonnenschein, designated to be elected by the
holders of Common Shares. Holders of Preferred Shares, voting as a
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separate class, will vote with respect to the one Class III nominee,
Theodore A. Myers, designated to be elected by the holders of Preferred
Shares. An affirmative vote of a plurality of the Common Shares of each
Fund and a plurality of the Preferred Shares of each Fund, each voting
as a separate class, present at the Meeting in person or by proxy 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 below unless
the proxy is marked otherwise.
(d) With respect to VVR and VBF, three Class III trustees are to be
elected at the Meeting by Shareholders to serve until the later of each
respective Fund's Annual Meeting of Shareholders in 2004 or until their
successors have been duly elected and qualified. Holders of Common
Shares, voting as a separate class, will vote with respect to the three
Class III nominees, Theodore A. Myers, Richard F. Powers, III and Hugo
F. Sonnenschein, designated to be elected by the holders of Common
Shares. An affirmative vote of a plurality of the Common Shares of each
Fund, voting as a separate class, present at the Meeting in person or
by proxy 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
below unless the proxy is marked otherwise.
Each of the Trustees has served as a member of the Board of Trustees since his
initial election or appointment to the Board of Trustees as set forth on Annex C
to this Proxy Statement.
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. For each Fund, 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 for a particular 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.
With respect to each of the Funds with outstanding Preferred Shares, pursuant
to the 1940 Act, as long as any Preferred Shares are outstanding, the holders of
Preferred Shares will, voting as a separate class, elect two of the Trustees of
the Fund. Mr. Dammeyer is currently the Class II Trustee designated to be
elected by the holders of the Preferred Shares. Mr. Myers is currently the Class
III Trustee designated to be elected by the holders of the Preferred Shares.
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All nominees have consented to being named in this proxy statement. With
respect to each of the Funds, each of the nominees has agreed to serve as a
Trustee if elected; however, should any nominees become unable or unwilling to
accept nomination or election, the proxies will be voted for one or more
substitute nominees designated by the present Board of Trustees of each Fund.
The following sets forth the names, addresses, ages, principal occupations and
other information regarding the Trustee nominees.
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
David C. Arch(1).................. Mr. Arch is Chairman and Chief Executive
1800 Swift Drive Officer of Blistex Inc., a consumer health
Oak Brook, IL 60523 care products manufacturer, and former
Age: 55 Director of the World Presidents
Organization-Chicago Chapter. Mr. Arch is
also a Trustee or Managing General Partner
of other investment companies advised by
Asset Management and Advisory Corp.
Rod Dammeyer(2)................... Mr. Dammeyer is President of CAC, llc., a
CAC, llc. private company offering capital investment
676 North Michigan Ave. and management advisory services. Mr.
Suite 2800 Dammeyer is a member of the Board of
Chicago, IL 60611 Directors of TeleTech Holdings Inc.,
Age: 60 Stericycle, Inc., GATX Corporation, and
Antec Corporation. Prior to February 2001,
Mr. Dammeyer was Vice Chairman and Director
of Anixter International, Inc. and IMC
Global Inc. Prior to July 2000, Mr. Dammeyer
was a Managing Partner of Equity Group
Corporate Investment (EGI), a company that
makes private investments in other
companies, and Mr. Dammeyer was a member of
the Board of Directors of Allied Riser
Communications Corp., Matria Healthcare
Inc., Transmedia Networks, Inc., CNA Surety,
Corp. and Grupo Azcarero Mexico (GAM). Prior
to April 1999, Mr. Dammeyer was a Director
of Metal Management, Inc. Prior to 1998, Mr.
Dammeyer was a Director of Lukens, Inc.,
Capsure Holdings Corp., Revco D.S., Inc.,
the Chase Manhattan Corporation National
Advisory Board and Sealy, Inc. Prior to
1997, Mr. Dammeyer was President, Chief
Executive Officer and a Director of Great
American Management & Investment, Inc., a
diversified manufacturing company, and a
Director of Falcon Building Products, Inc.
Mr. Dammeyer is also a Trustee or Managing
General Partner of other investment
companies advised by Asset Management and
Advisory Corp.
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PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
Howard J Kerr(1).................. Mr. Kerr is a Director of Canbra Foods,
736 North Western Ave. Ltd., a Canadian oilseed crushing, refining,
P.O. Box 317 processing and packaging operation, and the
Lake Forest, IL 60045 Marrow Foundation. Prior to 1998, Mr. Kerr
Age: 65 was the President and Chief Executive
Officer of Pocklington Corporation, Inc., an
investment holding company. Mr. Kerr is a
Trustee or Managing General Partner of other
investment companies advised by Asset
Management and Advisory Corp.
Theodore A. Myers(3).............. Mr. Myers is a financial consultant and is a
550 Washington Avenue Director of Met Life Investors (formerly
Glencoe, IL 60022 known as COVA Financial Life Insurance).
Age: 70 Prior to 1998, Mr. Myers was a Senior
Financial Advisor (and, prior to 1997, an
Executive Vice President, Chief Financial
Officer and Director) of Qualitech Steel
Corporation, a producer of high quality
engineered steels for automotive,
transportation and capital goods industries.
Prior to 1997, Mr. Myers was a Director of
McLouth Steel and a member of the Arthur
Andersen Chief Financial Officer Advisory
Committee. Mr. Myers is also a Trustee or
Managing General Partner of other investment
companies advised by Asset Management and
Advisory Corp.
Richard F. Powers, III(3)*........ Mr. Powers is Chairman, Director, President
1 Parkview Plaza and Chief Executive Officer of Van Kampen
Oakbrook Terrace, IL 60181 and Chairman, Director and Chief Executive
Age: 55 Officer of Asset Management, Advisory Corp.,
Van Kampen Advisors Inc., Van Kampen
Management Inc. and Van Kampen Funds Inc.
and serves as Director or Officer of certain
other subsidiaries of Van Kampen. Mr. Powers
is Chief Sales and Marketing Officer of
Morgan Stanley Investment Management. Mr.
Powers is also Chairman of the Board,
Trustee and President of each of the funds
in the Fund Complex (defined below) and
Trustee/Director of other funds advised by
the Advisers or their affiliates. Prior to
May 1998, Mr. Powers was Executive Vice
President and Director of Marketing of
Morgan Stanley Dean Witter & Co. and
Director of Dean Witter Discover & Co. and
Dean Witter Realty. Prior to 1996, Mr.
Powers was Director of Dean Witter Reynolds
Inc.
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14
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
Hugo F. Sonnenschein(3)........... Mr. Sonnenschein is President Emeritus and
5801 South Ellis Avenue Honorary Trustee of the University of
Suite 502 Chicago and the Hutchinson Distinguished
Chicago, IL 60637 Professor in the Department of Economics at
Age: 60 the University of Chicago. Prior to July
2000, Mr. Sonnenschein was President of the
University of Chicago. Mr. Sonnenschein is a
member of the Board of Trustees of the
University of Rochester and a member of its
investment committee. Mr. Sonnenschein is a
member of the National Academy of Sciences,
the American Philosophical Society, and a
fellow of the American Academy of Arts and
Sciences. Mr. Sonnenschein is also a Trustee
or Managing General Partner of other
investment companies advised by Asset
Management and Advisory Corp.
Wayne W. Whalen(2)*............... Mr. Whalen is a Partner in the law firm of
333 West Wacker Drive Skadden, Arps, Slate, Meagher & Flom
Chicago, IL 60606 (Illinois), legal counsel to certain
Age: 61 open-end and closed-end investment companies
advised by Asset Management and Advisory
Corp. Mr. Whalen is a Trustee, Director or
Managing General Partner of other funds
advised by Asset Management and Advisory
Corp.
- ------------------------------------------------------------------------------
* Such Trustees are "interested persons" (within the meaning of Section 2(a)(19)
of the 1940 Act). Mr. Powers is an interested person of the Advisers and the
Funds by reason of his positions with the Advisers. Mr. Whalen is an
interested person of the Funds by reason of his firm acting as legal counsel
for the Funds.
(1) Class I Trustee.
(2) Class II Trustee.
(3) Class III Trustee.
MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 2000, the Board of Trustees of VIN,
VLT and VIT each held 7 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, 2000, the Board of Trustees of such Funds had no
standing committees with the exception of an audit committee which held 2
meetings.
During the fiscal year ended July 31, 2000, the Board of Trustees of VVR held
12 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 the
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respective Board of Trustees and all committee meetings thereof of which such
Trustee was a member. During the fiscal year ended July 31, 2000, the Board of
Trustees of such Fund had no standing committees with the exception of an audit
committee which held 2 meetings.
During the fiscal year ended October 31, 2000, the Board of Trustees of VIG,
VKV, VCV, VMV, VNV, VOV, VPV, VKS, VOT, VKI, VGM, VIM, VIC, VTF, VTJ, VTN, VTP,
VMO, VKA, VAP, VKL, VKQ, VQC, VFM, VOQ, VNM and VPQ each held 8 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 October 31, 2000, the Board
of Trustees of such Funds had no standing committees with the exception of an
audit committee which held 2 meetings.
During the fiscal year ended June 30, 2000, the Board of Trustees of VBF, VMT
and VKC each held 7 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 June 30, 2000, the Board of Trustees of such Funds had no standing
committees with the exception of an audit committee which held 2 meetings.
Each Fund has an Audit Committee. The Board of Trustees of each Fund has
adopted a formal written charter for the Audit Committee which sets forth the
Audit Committee's responsibilities. A copy of the Audit Committee charter is
attached to this Proxy Statement as Annex H. The Audit Committee of each Fund
has reviewed and discussed the financial statements of each Fund with management
as well as with Deloitte & Touche LLP, the independent auditors of each Fund,
and discussed with Deloitte & Touche LLP the matters required to be discussed
under the Statement of Auditing Standards No. 61. 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. The Audit Committee has received the written disclosures
and the letter from Deloitte & Touche LLP required under Independence Standard
Board No. 1 and has discussed with the independent auditors their independence.
The Audit Committee currently consists of Messrs. Arch, Dammeyer, Kerr, Myers
and Sonnenschein. Each committee member is "independent" as defined by either
the New York Stock Exchange or American Stock Exchange listing standard
applicable to the respective Fund.
Each Fund has a retirement plan committee which currently consists of Messrs.
Arch, Dammeyer and Sonnenschein. The retirement plan committee is responsible
for reviewing the terms of each Fund's retirement plan and reviews any
administrative matters with respect thereto. The retirement plan committee does
not
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meet on a regular basis and had no meetings during each Fund's last fiscal year,
but does meet on an ad hoc basis as necessary to administer the retirement plan.
REMUNERATION INFORMATION
The Trustees and executive officers hold the same positions with other funds
in the Fund Complex (defined below). The compensation of Trustees and executive
officers that are affiliated persons (as defined in the 1940 Act) of Advisory
Corp., Asset Management, or Van Kampen is paid by the respective entity. The
funds in the Fund Complex, including the Funds, pay the non-affiliated Trustees
an annual retainer and meeting fees, plus expenses incurred in connection with
such meeting. Funds in the Fund Complex pay an annual Fund Complex retainer in
an amount equal to the product of $2,500 multiplied by the number of funds in
the Fund Complex, which retainer is then allocated among the funds in the Fund
Complex based on the relative net assets of such funds, and meeting fees of $250
per meeting per fund, plus reimbursement of expenses incurred in connection with
such meeting.
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 more fully described below. 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 62, is eligible to receive a
retirement benefit equal to $2,500 per year for each of the ten years following
such Trustee's retirement from
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such Fund. Trustees retiring prior to the age of 62 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.
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 2000 or the Fund Complex's most recently completed calendar year ended
December 31, 2000.
COMPENSATION TABLE
FUND COMPLEX
--------------------------------------------------
ESTIMATED AGGREGATE
PENSION OR TOTAL
RETIREMENT ESTIMATED COMPENSATION
AGGREGATE BENEFITS AGGREGATE BEFORE
COMPENSATION ACCRUED ANNUAL DEFERRAL
FROM EACH AS PART OF BENEFITS UPON FROM FUND
NAME(1) FUND(2) EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------ ------------------- ------------- ------------
David C. Arch.............. (2) $12,877 $95,000 $160,500
Rod Dammeyer............... (2) 23,455 95,000 160,500
Howard J Kerr.............. (2) 45,613 94,000 160,500
Theodore A. Myers.......... (2) 81,668 81,750 160,500
Hugo F. Sonnenschein....... (2) 23,231 95,000 160,500
Wayne W. Whalen............ (2) 26,660 95,000 160,500
- ---------------
(1) Mr. Powers is an affiliated persons of the Advisers and Van Kampen, and does
not receive compensation or retirement benefits from the Funds.
(2) The amount of aggregate compensation payable by each Fund for its most
recently completed fiscal year end in 2000 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 2000 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 defined
below) 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 2000 is shown in Annex F.
(3) The amounts shown in this column represent the sum of the estimated pension
or retirement benefit accruals expected to be accrued by the operating funds
in the Fund Complex for their respective fiscal years ended in 2000. The
retirement plan is described above the compensation table.
(4) For each trustee, the amounts shown in this column represent the sum of the
estimated annual benefits upon retirement payable per year by the current
operating funds in the Fund Complex for each year of the 10-year period
commencing in the year of such Trustee's anticipated retirement. Each Fund
is expected to pay benefits of $2,500 per year for each of the 10-year
period commencing in the year of such trustee's retirement to those
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18
Trustees who retire at or over the age of 62 and with at least ten years of
service to each Fund. The retirement plan is described above the compensation
table.
(5) The amounts shown in this column are accumulated from the aggregate
compensation of the 42 operating investment companies in the fund complex
(the "Fund Complex") for the calendar year ended December 31, 2000 before
deferral by the Trustees under the deferred compensation plan. 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
respective fund may invest in securities of the funds selected by the
trustees in order to match the deferred compensation obligation. The
Advisers or their affiliates also serve as investment adviser for other
investment companies; however, with the exception of Messrs. Whalen and
Powers, the Trustees are not trustees of such other investment companies.
Combining the Fund Complex with other investment companies advised by the
Advisers or their affiliates, Mr. Whalen earned Total Compensation of
$283,900 for the year ended December 31, 2000.
SHAREHOLDER APPROVAL
With respect to each of the Funds, the holders of Common Shares and, where
applicable, the holders of Preferred Shares, each 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.
- ------------------------------------------------------------------------------
OTHER INFORMATION
- ------------------------------------------------------------------------------
EXECUTIVE OFFICERS OF THE FUNDS
The following information relates to the executive officers of the Funds who
are not trustee nominees. Each officer also serves in the same capacity for all
or a number of the other investment companies advised by the Advisers or
affiliates of the Advisers. The officers of the Funds serve for one year or
until their respective successors are chosen and qualified. The Funds' officers
receive no compensation
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19
from the Funds but may also be officers of the Advisers or officers of
affiliates of the Advisers and receive compensation in such capacities.
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
--------------------- ----------------- ---------------------
Stephen L. Boyd........ Executive Managing Director and Chief Investment
2800 Post Oak Blvd. Vice President Officer of Van Kampen, and Managing
Houston, TX 77056 and Chief Director, President and Chief
Age: 60 Investment Operating Officer of the Advisers, Van
Officer since Kampen Management Inc., and Van Kampen
2000 Advisers Inc. Executive Vice President
and Chief Investment Officer of each
of the funds in the Fund Complex and
certain other investment companies
advised by the Advisers or their
affiliates. Prior to December 2000,
Executive Vice President and Chief
Investment Officer of Van Kampen, and
President and Chief Operating Officer
of the Advisers. Prior to April 2000,
Executive Vice President and Chief
Investment Officer for Equity
Investments of the Advisers. Prior to
October 1998, Vice President and
Senior Portfolio Manager with AIM
Capital Management, Inc. Prior to
February 1998, Senior Vice President
and Portfolio Manager of Van Kampen
American Capital Investment Advisory
Corp. and Van Kampen American Capital
Management, Inc.
Michael H. Santo....... Vice President Managing Director, Chief Operations
1 Parkview Plaza since 2000 and Technology Officer and Director of
Oakbrook Terrace, IL Van Kampen, the Advisers, Van Kampen
60181 Funds Inc., Van Kampen Advisors Inc.,
Age: 45 Van Kampen Management Inc. and Van
Kampen Investor Services Inc. and
serves as a Director or Officer of
certain other subsidiaries of Van
Kampen. Vice President of each of the
funds in the Fund Complex and certain
other investment companies advised by
the Advisers and their affiliates.
Prior to December 2000, Executive Vice
President, Chief Administrative
Officer and Director of Van Kampen,
the Advisers, Van Kampen Funds Inc.,
Van Kampen Advisors Inc., Van Kampen
Management Inc. and Van Kampen
Investor Services Inc. Prior to 1998,
Senior Vice President and Senior
Planing Officer for Individual Asset
Management of Morgan Stanley and its
predecessor since 1994. From
1990-1994, First Vice President and
Assistant Controller in Dean Witter's
Controller's Department.
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20
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
--------------------- ----------------- ---------------------
A. Thomas Smith III.... Vice President Managing Director, General Counsel,
1 Parkview Plaza and Secretary Secretary and Director of Van Kampen,
Oakbrook Terrace, since 1999 the Advisers, Van Kampen Advisors
IL 60181 Inc., Van Kampen Management Inc., Van
Age: 44 Kampen Funds Inc., Van Kampen Investor
Services Inc. and certain other
subsidiaries of Van Kampen. Vice
President and Secretary of each of the
funds in the Fund Complex and Vice
President and Secretary/Vice
President, Principal Legal Officer and
Secretary of other investment
companies advised by the Advisers or
their affiliates. Prior to December
2000, Executive Vice President,
General Counsel, Secretary and
Director of Van Kampen, the Advisers,
Van Kampen Advisors Inc., Van Kampen
Management Inc., Van Kampen Investor
Services Inc. and certain other
subsidiaries of Van Kampen. Prior to
January 1999, Vice President and
Associate General Counsel to New York
Life Insurance Company ("New York
Life"), and prior to March 1997,
Associate General Counsel of New York
Life. Prior to December 1993,
Assistant General Counsel of The
Dreyfus Corporation. Prior to August
1991, Senior Associate, Willkie Farr &
Gallagher. Prior to January 1989,
Staff Attorney at the Securities and
Exchange Commission, Division of
Investment Management, Office of Chief
Counsel.
Richard A. Ciccarone... Vice President Principal and Co-head of the Fixed
1 Parkview Plaza since 1989 Income Department of the Advisers, Van
Oakbrook Terrace, Kampen Management Inc. and Van Kampen
IL 60181 Advisors Inc. Prior to December 2000,
Age: 48 Senior Vice President of the Advisers,
Van Kampen Management Inc. and Van
Kampen Advisors Inc. Prior to May
2000, he served as Co-head of
Municipal Investments and Director of
Research of the Advisers, Van Kampen
Management Inc. and Van Kampen
Advisors Inc. Mr. Ciccarone first
joined Advisory Corp. in June 1983,
and worked for Advisory Corp. until
May 1989, with his last position being
a Vice President. From June 1989 to
April 1996, he worked at EVEREN
Securities (formerly known as Kemper
Securities), with his last position at
EVEREN being an Executive Vice
President.
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21
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
--------------------- ----------------- ---------------------
John R. Reynoldson..... Vice President Principal and Co-head of the Fixed
1 Parkview Plaza since 2000 Income Department of the Advisers, Van
Oakbrook Terrace Kampen Management Inc. and Van Kampen
IL 60181 Advisors Inc. Prior to December 2000,
Age: 47 Senior Vice President of the Advisers,
Van Kampen Management Inc. and Van
Kampen Advisors Inc. Prior to May
2000, he managed the investment grade
taxable group for the Advisers since
July 1999. From July 1988 to June
1999, he managed the government
securities bond group for Asset
Management. Mr. Reynoldson has been
with Asset Management since April
1987, and has been a Senior Vice
President of Asset Management since
July 1988. He has been a Senior Vice
President of Advisory Corp. and Van
Kampen Management Inc. since June 1995
and Senior Vice President of Van
Kampen Advisors Inc. since June 2000.
John L. Sullivan....... Vice President, Senior Vice President of Van Kampen,
1 Parkview Plaza Treasurer and the Advisers, Van Kampen Management
Oakbrook Terrace, Chief Financial Inc. and Van Kampen Advisors Inc. Vice
IL 60181 Officer since President, Chief Financial Officer and
Age: 45 1996 Treasurer of each of the funds in the
Fund Complex and certain other
investment companies advised by the
Advisers or their affiliates.
John H. Zimmermann..... Vice President Managing Director and Director of Van
1 Parkview Plaza since 2000 Kampen, and Managing Director,
Oakbrook Terrace, President and Director of Van Kampen
IL 60181 Funds Inc. Vice President of each of
Age:43 the funds in the Fund Complex. Prior
to December 2000, President of Van
Kampen Insurance Agency of Illinois
Inc., and Senior Vice President and
Director of Van Kampen. From November
1992 to December 1997, Mr. Zimmermann
was Senior Vice President of Van
Kampen Funds Inc.
SHAREHOLDER INFORMATION
As of May 1, 2001, 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
1, 2001, 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 1, 2001, 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
16
22
the Funds or Funds which are not owned by any Trustee or executive officers have
been omitted from the table. As of May 1, 2001, no trustees or executive
officers owned any Preferred Shares of the Funds.
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 Securities and Exchange Commission (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, investment adviser and affiliated persons of the investment
adviser complied with the applicable filing requirements.
INDEPENDENT AUDITORS
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. D&T
previously served as the independent auditors to each Fund for such Fund's
fiscal year ended in 2000. The selection of D&T for the current fiscal year and
the change in accountants and selection of D&T for the fiscal year ended in 2000
was recommended and approved by each Fund's Audit Committee. Each Board's
initial appointment of D&T was effective on May 8, 2000. Each of the Funds knows
of no direct or indirect financial interest of D&T in such Fund.
KPMG LLP previously served as the independent public accountants to each of
the Funds (except VBF and VIN) for such Fund's fiscal year ended in 1999; the
client-auditor relationship between KPMG LLP and such Funds ceased as of April
14, 2000. Ernst & Young LLP previously served as the independent public
accountants to each of VBF and VIN for such Fund's fiscal year ended in 1999;
the client-auditor relationship between Ernst & Young LLP and such Funds ceased
as of May 8, 2000. KPMG LLP and Ernst & Young LLP are collectively referred to
herein as the "Predecessor Accountants."
The independent auditors' reports on the financial statements for each
respective Fund during such Fund's last two fiscal years did not contain an
adverse opinion or disclaimer of opinion, nor was such report qualified or
modified as to uncertainty,
17
23
audit scope or accounting principles. During the two fiscal years and any
subsequent interim period, there were no disagreements with the respective
Predecessor Accountant for each respective Fund on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of the
Predecessor Accountant, would have caused such Predecessor Accountant to make
reference to the subject matter of the disagreement in connection with its
report.
Audit Fees
For professional services rendered with respect to the audit of each Fund's
annual financial statements, each Fund paid to D&T during such Fund's most
recent fiscal year fees in the amounts set forth in Annex I.
Financial Information Systems Design and Implementation Fees
The Funds, Advisers and affiliates of the Advisers performing services for the
Funds paid no fees during the Funds' most recent fiscal years for information
systems design and implementation to D&T.
All Other Fees
Each Fund paid fees to D&T in the amounts set forth in Annex I during such
Fund's most recent fiscal year for services other than those described above.
The Advisers and affiliates of the Advisers performing services for the Funds
paid fees to D&T in the aggregate amount of approximately $9.5 million during
the Fund's most recent fiscal years for services other than those described
above.
The Audit Committee of the Board has considered whether the provision of
services other than audit services, by D&T to the Funds, the Advisers and
affiliates of the Advisers that provide services to Funds is compatible with
maintaining D&T's independence in performing audit services.
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. Representatives of the Predecessor Accountants are
expected to be present at the Meeting, will be available to respond to any
questions from shareholders and will have opportunity to make a statement if
they so desire.
- ------------------------------------------------------------------------------
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
18
24
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 Advisers or Van Kampen, the transfer agents of the Funds or by
dealers or their representatives or by Management Information Services, a
solicitation firm located in Norwell, Massachusetts that has been engaged to
assist in proxy solicitations 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 solicitation is made. Shareholder proposals intended to
be presented at the year 2002 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 21, 2002. 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 6, 2002. 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 1
Parkview Plaza, PO Box 5555, Oakbrook Terrace, Illinois 60181-5555.
- ------------------------------------------------------------------------------
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.
A. THOMAS SMITH III,
Vice President and Secretary
May 15, 2001
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25
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 Wednesday, June 27, 2001, at 3:00 p.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 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 Municipal Income Municipal Income Trust VMT Rate Adjusted Tax-Exempt
Trust Shares, liquidation
preference $500,000 per
share
Van Kampen California California Municipal VKC Remarketed Preferred Shares,
Municipal Trust Trust liquidation preference
$50,000 per share
Van Kampen Investment Grade Investment Grade VIG Remarketed Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$100,000 per share
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 California California Quality VQC Auction Preferred Shares,
Quality Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen New York Quality New York Quality VNM Auction Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Pennsylvania Pennsylvania Quality VPQ Auction Preferred Shares,
Quality Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Florida Quality Florida Quality VFM Auction Preferred Shares,
Municipal Trust Municipal Trust 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
A-1
26
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
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 VIC Auction Preferred Shares,
Investment Grade California Grade California liquidation preference
Municipals Municipals $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 VTP Auction Preferred Shares,
Investment Grade Grade Pennsylvania liquidation preference
Pennsylvania 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 Advantage Advantage Municipal VKA Auction Preferred Shares,
Municipal Income Trust Income Trust liquidation preference
$25,000 per share
Van Kampen Advantage Advantage Pennsylvania VAP Auction Preferred Shares,
Pennsylvania Municipal Municipal Income liquidation preference
Income Trust Trust $25,000 per share
Van Kampen Ohio Value Ohio Value Municipal VOV Auction Preferred Shares,
Municipal Income Trust Income 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
Van Kampen Strategic Sector Strategic Sector VKS Auction Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen New York Value New York Value VNV Auction Preferred Shares,
Municipal Income Trust Municipal Income liquidation preference
Trust $25,000 per share
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
A-2
27
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
Van Kampen Value Municipal Value Municipal Income VKV Auction Preferred Shares,
Income Trust Trust liquidation preference
$25,000 per share
Van Kampen Municipal Municipal Opportunity VOT Auction Preferred Shares,
Opportunity Trust II Trust II liquidation preference
$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 Trust High Income Trust II VLT Auction Preferred Shares,
II liquidation preference
$25,000 per share
Van Kampen High Income Trust High Income Trust VIT Auction Market Preferred
Shares, liquidation
preference $100,000 per
share
Van Kampen Senior Income Senior Income Trust VVR Not Applicable
Trust
Van Kampen Bond Fund Bond Fund VBF Not Applicable
Van Kampen Income Trust Income Trust VIN Not Applicable
A-3
28
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 1, 2001,
the Record Date.
FUND NAME COMMON SHARES PREFERRED SHARES
--------- ------------- ----------------
Van Kampen Municipal Income Trust 28,684,985 330
Van Kampen California Municipal Trust 3,257,560 400
Van Kampen Investment Grade Municipal Trust 4,839,000 250
Van Kampen Select Sector Municipal Trust 4,682,127 1,360
Van Kampen Municipal Trust 36,365,392 12,000
Van Kampen California Quality Municipal Trust 9,682,997 3,000
Van Kampen New York Quality Municipal Trust 5,655,638 1,800
Van Kampen Pennsylvania Quality Municipal Trust 8,244,720 2,600
Van Kampen Florida Quality Municipal Trust 6,519,397 2,000
Van Kampen Ohio Quality Municipal Trust 4,281,125 1,400
Van Kampen Trust for Insured Municipals 9,741,284 3,600
Van Kampen Trust for Investment Grade Municipals 27,013,149 10,600
Van Kampen Trust for Investment Grade California Municipals 4,666,320 1,800
Van Kampen Trust for Investment Grade New York Municipals 6,203,651 2,400
Van Kampen Trust for Investment Grade Pennsylvania 7,420,970 2,800
Municipals
Van Kampen Trust for Investment Grade Florida Municipals 4,150,300 1,600
Van Kampen Trust for Investment Grade New Jersey Municipals 3,935,128 1,600
Van Kampen Municipal Opportunity Trust 15,352,890 6,000
Van Kampen Advantage Municipal Income Trust 19,106,785 7,600
Van Kampen Advantage Pennsylvania Municipal Income Trust 4,361,902 1,600
Van Kampen Ohio Value Municipal Income Trust 1,681,438 600
Van Kampen Massachusetts Value Municipal Income Trust 2,660,684 1,000
Van Kampen Strategic Sector Municipal Trust 10,806,700 3,800
Van Kampen New York Value Municipal Income Trust 4,291,172 1,600
Van Kampen California Value Municipal Income Trust 6,029,844 2,400
Van Kampen Pennsylvania Value Municipal Income Trust 4,468,924 1,800
Van Kampen Value Municipal Income Trust 23,555,115 9,000
Van Kampen Municipal Opportunity Trust II 11,731,272 4,600
Van Kampen Advantage Municipal Income Trust II 8,168,211 3,200
Van Kampen High Income Trust 13,710,760 500
Van Kampen High Income Trust II 8,109,000 1,520
Van Kampen Senior Income Trust 180,010,000 N/A
Van Kampen Bond Fund 11,362,465 N/A
Van Kampen Income Trust 15,316,303 N/A
B-1
29
ANNEX C
The table below sets forth the year in which each of the nominees to the
Board of Trustees initially was elected or appointed to the Board of Trustees of
each Fund.
ARCH DAMMEYER KERR MYERS POWERS SONNENSCHEIN WHALEN
---- -------- ---- ----- ------ ------------ ------
Municipal Income Trust (VMT).............................. 1988 1988 1992 1988 1999 1994 1988
California Municipal Trust (VKC).......................... 1988 1988 1992 1988 1999 1994 1988
High Income Trust (VIT)................................... 1988 1988 1992 1988 1999 1994 1988
Investment Grade Municipal Trust (VIG).................... 1989 1989 1992 1989 1999 1994 1989
High Income Trust II (VLT)................................ 1989 1989 1992 1989 1999 1994 1989
California Quality Municipal Trust (VQC).................. 1991 1991 1992 1991 1999 1994 1991
Florida Quality Municipal Trust (VFM)..................... 1991 1991 1992 1991 1999 1994 1991
Municipal Trust (VKQ)..................................... 1991 1991 1992 1991 1999 1994 1991
New York Quality Municipal Trust (VNM).................... 1991 1991 1992 1991 1999 1991 1991
Ohio Quality Municipal Trust (VOQ)........................ 1991 1991 1992 1991 1999 1994 1991
Pennsylvania Quality Municipal Trust (VPQ)................ 1991 1991 1992 1991 1999 1994 1991
Trust for Insured Municipals (VIM)........................ 1991 1991 1992 1991 1999 1994 1991
Trust for Investment Grade Municipals (VGM)............... 1991 1991 1992 1991 1999 1994 1991
Advantage Municipal Income Trust (VKA).................... 1992 1992 1992 1992 1999 1994 1992
Advantage Pennsylvania Municipal Income Trust (VAP)....... 1992 1992 1992 1992 1999 1994 1992
Municipal Opportunity Trust (VMO)......................... 1992 1992 1992 1992 1999 1994 1992
Strategic Sector Municipal Trust (VKS).................... 1992 1992 1992 1992 1999 1994 1992
Trust for Investment Grade California Municipals (VIC).... 1992 1992 1992 1992 1999 1994 1992
Trust for Investment Grade Florida Municipals (VTF)....... 1992 1992 1992 1992 1999 1994 1992
Trust for Investment Grade New Jersey Municipals (VTJ).... 1992 1992 1992 1992 1999 1994 1992
Trust for Investment Grade New York Municipals (VTN)...... 1992 1992 1992 1992 1999 1994 1992
Trust for Investment Grade Pennsylvania Municipals
(VTP).................................................... 1992 1992 1992 1992 1999 1994 1992
Advantage Municipal Income Trust II (VKI)................. 1993 1993 1993 1993 1999 1994 1993
California Value Municipal Income Trust (VCV)............. 1993 1993 1993 1993 1999 1994 1993
Massachusetts Value Municipal Income Trust (VMV).......... 1993 1993 1993 1993 1999 1994 1993
Municipal Opportunity Trust II (VOT)...................... 1993 1993 1993 1993 1999 1994 1993
C-1
30
ANNEX C -- (CONTINUED)
ARCH DAMMEYER KERR MYERS POWERS SONNENSCHEIN WHALEN
---- -------- ---- ----- ------ ------------ ------
New York Value Municipal Income Trust (VNV)............... 1993 1993 1993 1993 1999 1994 1993
Ohio Value Municipal Income Trust (VOV)................... 1993 1993 1993 1993 1999 1994 1993
Pennsylvania Value Municipal Income Trust (VPV)........... 1993 1993 1993 1993 1999 1994 1993
Select Sector Municipal Trust (VKL)....................... 1993 1993 1993 1993 1999 1994 1993
Value Municipal Income Trust (VKV)........................ 1993 1993 1993 1993 1999 1994 1993
Bond Fund (VBF)........................................... 1997 1997 1997 1997 1999 1997 1997
Income Trust (VIN)........................................ 1997 1997 1997 1997 1999 1997 1997
Senior Income Trust (VVR)................................. 1998 1998 1998 1998 1999 1998 1998
C-2
31
ANNEX D
2000 AGGREGATE COMPENSATION BEFORE DEFERRAL FROM EACH FUND
NAME OF FUND FISCAL YEAR-END ARCH DAMMEYER KERR MYERS SONNENSCHEIN WHALEN
------------ --------------- ---- -------- ---- ----- ------------ ------
Bond Fund..................................... 06/30 $ 2,867 $ 2,617 $ 2,867 $ 2,867 $ 2,867 $ 2,867
California Municipal Trust.................... 06/30 2,009 1,759 2,009 2,009 2,009 2,009
Municipal Income Trust........................ 06/30 3,932 3,682 3,932 3,932 3,932 3,932
Senior Income Trust........................... 07/31 15,078 14,828 15,078 15,078 15,078 15,078
Advantage Municipal Income Trust.............. 10/31 4,248 3,998 4,248 4,248 4,248 4,248
Advantage Municipal Income Trust II........... 10/31 2,724 2,474 2,724 2,724 2,724 2,724
Advantage Pennsylvania Municipal Income
Trust........................................ 10/31 2,330 2,080 2,330 2,330 2,330 2,330
California Quality Municipal Trust............ 10/31 2,948 2,698 2,948 2,948 2,948 2,948
California Value Municipal Income Trust....... 10/31 2,542 2,292 2,542 2,542 2,542 2,542
Florida Quality Municipal Trust............... 10/31 2,546 2,296 2,546 2,546 2,546 2,546
Investment Grade Municipal Trust.............. 10/31 2,118 1,868 2,118 2,118 2,118 2,118
Massachusetts Value Municipal Income Trust.... 10/31 2,083 1,833 2,083 2,083 2,083 2,083
Municipal Opportunity Trust................... 10/31 3,810 3,560 3,810 3,810 3,810 3,810
Municipal Opportunity Trust II................ 10/31 3,172 2,922 3,172 3,172 3,172 3,172
Municipal Trust............................... 10/31 6,111 5,861 6,111 6,111 6,111 6,111
New York Quality Municipal Trust.............. 10/31 2,458 2,208 2,458 2,458 2,458 2,458
New York Value Municipal Income Trust......... 10/31 2,288 2,038 2,288 2,288 2,288 2,288
Ohio Quality Municipal Trust.................. 10/31 2,291 2,041 2,291 2,291 2,291 2,291
Ohio Value Municipal Income Trust............. 10/31 1,956 1,706 1,956 1,956 1,956 1,956
Pennsylvania Quality Municipal Trust.......... 10/31 2,782 2,532 2,782 2,782 2,782 2,782
Pennsylvania Value Municipal Income Trust..... 10/31 2,327 2,077 2,327 2,327 2,327 2,327
D-1
D-1
32
ANNEX D -- (CONTINUED)
NAME OF FUND FISCAL YEAR-END ARCH DAMMEYER KERR MYERS SONNENSCHEIN WHALEN
------------ --------------- ---- -------- ---- ----- ------------ ------
Select Sector Municipal Trust..................... 10/31 $2,236 $1,986 $2,236 $2,236 $2,236 $2,236
Strategic Sector Municipal Trust.................. 10/31 2,996 2,746 2,996 2,996 2,996 2,996
Trust for Insured Municipals...................... 10/31 3,011 2,761 3,011 3,011 3,011 3,011
Trust for Investment Grade California
Municipals....................................... 10/31 2,358 2,108 2,358 2,358 2,358 2,358
Trust for Investment Grade Florida Municipals..... 10/31 2,310 2,060 2,310 2,310 2,310 2,310
Trust for Investment Grade Municipals............. 10/31 5,369 5,119 5,369 5,369 5,369 5,369
Trust for Investment Grade New Jersey
Municipals....................................... 10/31 2,294 2,044 2,294 2,294 2,294 2,294
Trust for Investment Grade New York Municipals.... 10/31 2,596 2,346 2,596 2,596 2,596 2,596
Trust for Investment Grade Pennsylvania
Municipals....................................... 10/31 2,756 2,506 2,756 2,756 2,756 2,756
Value Municipal Income Trust...................... 10/31 4,647 4,397 4,647 4,647 4,647 4,647
High Income Trust................................. 12/31 2,179 2,179 2,179 2,179 2,179 2,179
High Income Trust II.............................. 12/31 2,017 2,017 2,017 2,017 2,017 2,017
Income Trust...................................... 12/31 2,094 2,094 2,094 2,094 2,094 2,094
D-2
D-2
33
ANNEX E
2000 AGGREGATE COMPENSATION DEFERRED FOR EACH FUND
FUND FISCAL YEAR-END DAMMEYER SONNENSCHEIN WHALEN
---- --------------- -------- ------------ ------
Bond Fund................................................... 06/30 $ 2,617 $ 2,867 $ 2,867
California Municipal Trust.................................. 06/30 1,759 2,009 2,009
Municipal Income Trust...................................... 06/30 3,682 3,932 3,932
Senior Income Trust......................................... 07/31 14,828 15,078 15,078
Advantage Municipal Income Trust............................ 10/31 3,998 4,248 4,248
Advantage Municipal Income Trust II......................... 10/31 2,474 2,724 2,724
Advantage Pennsylvania Municipal Income Trust............... 10/31 2,080 2,330 2,330
California Quality Municipal Trust.......................... 10/31 2,698 2,948 2,948
California Value Municipal Income Trust..................... 10/31 2,292 2,542 2,542
Florida Quality Municipal Trust............................. 10/31 2,296 2,546 2,546
Investment Grade Municipal Trust............................ 10/31 1,868 2,118 2,118
Massachusetts Value Municipal Income Trust.................. 10/31 1,833 2,083 2,083
Municipal Opportunity Trust................................. 10/31 3,560 3,810 3,810
Municipal Opportunity Trust II.............................. 10/31 2,922 3,172 3,172
Municipal Trust............................................. 10/31 5,861 6,111 6,111
New York Quality Municipal Trust............................ 10/31 2,208 2,458 2,458
New York Value Municipal Income Trust....................... 10/31 2,038 2,288 2,288
Ohio Quality Municipal Trust................................ 10/31 2,041 2,291 2,291
Ohio Value Municipal Income Trust........................... 10/31 1,706 1,956 1,956
Pennsylvania Quality Municipal Trust........................ 10/31 2,532 2,782 2,782
Pennsylvania Value Municipal Income Trust................... 10/31 2,077 2,327 2,327
Select Sector Municipal Trust............................... 10/31 1,986 2,236 2,236
Strategic Sector Municipal Trust............................ 10/31 2,746 2,996 2,996
Trust for Insured Municipals................................ 10/31 2,761 3,011 3,011
Trust for Investment Grade California Municipals............ 10/31 2,108 2,358 2,358
Trust for Investment Grade Florida Municipals............... 10/31 2,060 2,310 2,310
Trust for Investment Grade Municipals....................... 10/31 5,119 5,369 5,369
Trust for Investment Grade New Jersey Municipals............ 10/31 2,044 2,294 2,294
E-1
34
ANNEX E -- (CONTINUED)
FUND FISCAL YEAR-END DAMMEYER SONNENSCHEIN WHALEN
---- --------------- -------- ------------ ------
Trust for Investment Grade New York Municipals.............. 10/31 2,346 2,596 2,596
Trust for Investment Grade Pennsylvania Municipals.......... 10/31 2,506 2,756 2,756
Value Municipal Income Trust................................ 10/31 4,397 4,647 4,647
High Income Trust........................................... 12/31 2,179 2,179 2,179
High Income Trust II........................................ 12/31 2,017 2,017 2,017
Income Trust................................................ 12/31 2,094 2,094 2,094
E-2
35
ANNEX F
CUMULATIVE COMPENSATION DEFERRED (PLUS INTEREST) FROM EACH FUND
FUND FISCAL YEAR-END DAMMEYER KERR SONNENSCHEIN WHALEN
---- --------------- -------- ---- ------------ ------
Bond Fund................................................... 06/30 6,232 2,049 6,860 6,946
California Municipal Trust.................................. 06/30 19,435 20,790 21,157 17,415
Municipal Income Trust...................................... 06/30 24,471 22,183 26,475 22,814
Senior Income Trust......................................... 07/31 30,484 7,543 29,732 30,008
Advantage Municipal Income Trust............................ 10/31 23,208 21,928 26,767 23,312
Advantage Municipal Income Trust II......................... 10/31 19,444 20,877 22,526 19,012
Advantage Pennsylvania Municipal Income Trust............... 10/31 18,458 20,598 21,413 17,884
California Quality Municipal Trust.......................... 10/31 20,001 21,035 23,152 19,648
California Value Municipal Income Trust..................... 10/31 18,976 20,744 21,998 18,477
Florida Quality Municipal Trust............................. 10/31 18,996 20,749 22,019 18,499
Investment Grade Municipal Trust............................ 10/31 17,957 20,464 20,849 17,313
Massachusetts Value Municipal Income Trust.................. 10/31 17,852 20,430 20,731 17,192
Municipal Opportunity Trust................................. 10/31 22,103 21,613 25,521 22,049
Municipal Opportunity Trust II.............................. 10/31 20,543 21,182 23,763 20,267
Municipal Trust............................................. 10/31 28,005 23,317 32,173 28,795
New York Quality Municipal Trust............................ 10/31 18,772 20,687 21,767 18,243
New York Value Municipal Income Trust....................... 10/31 18,358 20,571 21,301 17,770
Ohio Quality Municipal Trust................................ 10/31 18,366 20,574 21,310 17,780
Ohio Value Municipal Income Trust........................... 10/31 17,542 20,347 20,381 16,838
Pennsylvania Quality Municipal Trust........................ 10/31 19,558 20,901 22,652 19,142
Pennsylvania Value Municipal Income Trust................... 10/31 18,449 20,596 21,403 17,874
Select Sector Municipal Trust............................... 10/31 18,244 20,543 21,173 17,641
Strategic Sector Municipal Trust............................ 10/31 20,111 21,063 23,277 19,774
Trust for Insured Municipals................................ 10/31 20,146 21,072 23,315 19,813
Trust for Investment Grade California Municipals............ 10/31 18,546 20,627 21,513 17,985
Trust for Investment Grade Florida Municipals............... 10/31 18,416 20,589 21,366 17,837
Trust for Grade Municipals.................................. 10/31 25,971 22,698 29,879 26,465
Trust for Investment Grade New Jersey Municipals............ 10/31 18,378 20,579 21,324 17,793
Trust for Investment Grade New York Municipals.............. 10/31 19,104 20,777 22,140 18,621
F-1
36
ANNEX F -- (CONTINUED)
FUND FISCAL YEAR-END DAMMEYER KERR SONNENSCHEIN WHALEN
---- --------------- -------- ---- ------------ ------
Trust for Investment Grade Pennsylvania Municipals.......... 10/31 19,496 20,885 22,582 19,069
Value Municipal Income Trust................................ 10/31 24,181 22,195 27,862 24,423
High Income Trust........................................... 12/31 19,029 19,966 21,386 17,989
High Income Trust II........................................ 12/31 18,587 19,858 20,906 17,503
Income Trust................................................ 12/31 5,198 1,554 5,876 5,932
F-2
37
ANNEX G
TRUSTEE OWNERSHIP OF COMMON SHARES OF THE FUNDS AS OF MAY 1, 2001
The table below indicates the number of Common Shares of the respective
Funds listed below owned by each Trustee listed below as of May 1, 2001, 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 MYERS SONNENSCHEIN WHALEN
---- -------- ----- ------------ ------
Advantage Municipal Income Trust..................... 300 175,291 -- 300 687
Advantage Municipal Income Trust II(1)............... 500 153,402(1.88%) -- 350 500
Bond Fund............................................ -- 17,900 -- -- --
California Municipal Trust........................... -- 23,785 -- -- --
High Income Trust(2)................................. 676 209,587(1.53%) 100,000 -- 17,003
High Income Trust II................................. 550 23,825 121 -- 435
Investment Grade Municipal Trust..................... 524 -- -- -- 701
Municipal Income Trust............................... 577 -- 100 -- 704
Municipal Opportunity Trust.......................... 300 -- -- -- 682
Municipal Opportunity Trust II(3).................... -- 129,082(1.10%) -- 350 500
Municipal Trust...................................... 800 123,943 20,900 -- 709
Select Sector Municipal Trust........................ 508 28,752 -- 350 500
Senior Income Trust.................................. -- -- -- 500 500
Strategic Sector Municipal Trust..................... 500 90,165 -- -- --
Trust for Insured Municipal.......................... 300 91,960 -- -- 704
Trust for Investment Grade Municipals................ 300 22,426 -- -- 702
Value Municipal Income Trust......................... -- 79,039 -- -- --
- ---------------
(1) The Trustees as a group own 1.89% of the total Common Shares outstanding of
Advantage Municipal Income Trust II
(2) The Trustees as a group own 2.39% of the total Common Shares outstanding of
High Income Trust
(3) The Trustees as a group own 1.11% of the total Common Shares outstanding of
Municipal Opportunity Trust II
G-1
38
ANNEX H
VAN KAMPEN CLOSED-END FUNDS
AND VAN KAMPEN EXCHANGE FUND
AUDIT COMMITTEE CHARTER
MISSION STATEMENT:
The Audit Committee is a committee of the Board of Trustees/Managing General
Partners (collectively referred to herein as the "Trustees") of each of the Van
Kampen Closed-End Funds and Van Kampen Exchange Fund (each a "Fund" and
collectively the "Funds"). The Audit Committee will assist the Board of Trustees
in fulfilling its oversight responsibilities. The Audit Committee will review
the financial reporting process, the system of internal control, the audit
process, and the Fund's process for monitoring compliance with investment
restrictions and applicable laws and regulations and with the code of ethics,
and may perform or oversee special investigations. In performing its duties, the
Committee will maintain effective working relationships with the Board of
Trustees, management, and independent accountants. To perform effectively his or
her role, each Committee member will obtain an understanding of the detailed
responsibilities of Committee membership as well as the Fund's separation of
duties and responsibilities among the investment adviser, custodian, transfer
agent, fund accounting function and the Fund's principal accounting officer, and
relevant risks.
ORGANIZATION:
The membership of the Audit Committee shall consist of at least three
independent members of the Board of Trustees, who shall be designated by the
full Board of Trustees. The manner of selection of the Audit Committee Chair
shall also be designated by the full Board of Trustees.
The duties and responsibilities of an Audit Committee member shall be in
addition to those duties set out for a member of the Board of Trustees. The
members shall undertake this commitment with the understanding that they are
assuming additional responsibilities to prepare for, attend and actively
participate in Audit Committee meetings. This may require members to undertake
training covering their financial oversight responsibilities.
The Committee shall maintain minutes or other records of its meetings and
activities and report to the Board of Trustees as to the results of its
meetings, activities, and whether it has fulfilled its responsibilities in
compliance with this charter.
H-1
39
The Audit Committee is expected to fulfill the following responsibilities:
CONTINUOUS RESPONSIBILITIES--GENERAL:
1. Provide an open avenue of communications between financial management, the
independent accountants, and the Board of Trustees.
2. Meet twice per year or more frequently as circumstances require. The
committee may ask management and representatives of the servicing agents to
attend meetings and provide pertinent information as necessary.
3. Ensure receipt from the independent accountants of a formal written
statement delineating relationships between the independent accountants and
the Fund, consistent with Independence Standards Board Standard I.
4. Receive a representation from the independent accountants about its
independence from management of the Funds or a complete description of all
audit, management consulting or other services performed for management or
its affiliates. Engage in a dialogue with the independent accountants with
respect to any disclosed relationships or services which may impact the
objectivity and independence of the independent accountants.
5. Take or recommend that the full Board take appropriate action to ensure the
independence of the independent accountants.
6. Consider the audit scope and plan with the independent accountants to assure
completeness of coverage and effective use of audit resources.
7. Inquire of management and the independent accountants about significant
risks and exposures and the steps management has taken to minimize such
risks to the Fund.
8. Consider and review with management and the independent accountants:
(a) The adequacy of the internal controls, including computerized information
system controls and controls over the daily net asset valuation process
(including valuation of securities).
(b) The adequacy of internal controls at servicing agents employed on behalf
of the Fund, including significant comments contained in service
auditors' reports on those controls.
(c) Findings and recommendations of the independent accountants on internal
controls maintained both by the Fund and its service providers, together
with responses of the appropriate management, including the status of
previous audit recommendations.
(d) Any material difficulties encountered in the course of audit work,
including any restrictions on the scope of activities or access to
required information.
H-2
40
(e) Any material changes required in the audit plan.
9. Meet periodically with the independent accountants and management in
separate executive sessions to discuss any matters that the Committee or
these groups believe should be discussed privately with the Committee.
10. Report periodically to the Board of Trustees on significant results of the
Committee's activities, together with such recommendations as the committee
may deem appropriate.
11. Review and reassess the adequacy of this Audit Committee Charter on an
annual basis and propose any changes for the approval of the full Board.
12. Instruct the independent accountants that they are ultimately accountable to
the Board of Trustees and the Audit Committee, as the shareholders'
representatives, and that the Audit Committee and the Board have the
ultimate authority and responsibility to select, evaluate and where
appropriate replace the independent accountants.
CONTINUOUS RESPONSIBILITIES--REPORTING SPECIFIC POLICIES:
1. Review with financial management and the independent accountants that they
are expected to provide a timely analysis of significant current financial
reporting issues and practices.
2. Review with financial management and independent accountants significant
matters arising in the preparation of the annual financial statements and
assess whether the financial statements reflect appropriate accounting
policies.
3. Discuss with financial management and the independent accountants their
qualitative judgments about the appropriateness, not just the acceptability,
of accounting principles and financial disclosure practices used or proposed
to be adopted by the Funds and, particularly, about the degree of neutrality
and objectivity of its accounting principles and underlying estimates.
4. With regard to the annual financial statements, discuss with financial
management and the independent accountants any uncorrected misstatements
whose effects management believes are immaterial, both individually and in
the aggregate, to the financial statements taken as a whole.
5. Inquire of management and the independent accountants as to their procedures
to assess the representativeness of securities valuations provided by
external pricing sources, particularly where such valuations are not based on
prices last quoted in organized markets.
6. For securities valued at "fair value" as determined in good faith under
procedures established by the Board, inquire as to independent accountants'
H-3
41
conclusions as to reasonableness of procedures, management's adherence to
established "fair value" procedures, and adequacy of supporting
documentation.
7. Inquire of management and the independent accountants as to significant tax
accounting policies elected by the Fund (including matters affecting
qualification under Subchapter M of the Internal Revenue Code) and their
effect on amounts distributed and reported to shareholders for Federal tax
purposes.
8. Review with counsel, legal and regulatory matters that may have a material
impact on the Fund's financial statements, related compliance policies, and
programs, as well as reports received from regulators.
9. Inquire as to financial management's and the independent accountants' views
about how the Fund's choices of accounting (including valuation policies) and
tax principles and disclosure practices may affect shareholder and public
views and attitudes about the Fund.
SCHEDULED RESPONSIBILITIES:
1. Recommend the selection of the independent accountants for approval by the
Board of Trustees (and, if required, ratification by shareholders) and review
management's analysis of the audit fees paid to the independent accountants.
Where necessary, review and approve the replacement of the independent
accountants.
2. Recommend the selection of the controller or principal accounting officer for
approval by the Board of Trustees.
3. Review with management and the independent accountants the results of annual
audits and related comments including:
(a) The independent accountants' audit of the Fund's annual financial
statements including footnotes and its report thereon, including any
significant audit findings.
(b) The independent accountants' reasoning in accepting or questioning
significant estimates by management.
(c) The independent accountants' views as to the adequacy of disclosures in
the Fund's financial statements in relation to generally accepted
accounting principles.
(d) Any serious difficulties or disputes with management encountered during
the course of the audit.
(e) Any significant changes to the audit plan.
H-4
42
(f) Other matters related to the conduct of the audit which are to be
communicated to the Committee under generally accepted auditing standards.
(g) The independent accountants fees, charges and staffing.
4. Review filings with the SEC and other published documents containing the
Fund's financial statements and consider whether the information contained in
those documents is consistent with the information contained in the financial
statements.
"WHEN NECESSARY" RESPONSIBILITIES:
1. Authorize and oversee inquiries or investigations into any matters within the
Committee's scope of responsibilities. The Committee shall be empowered to
retain independent counsel, independent accountants, and other professionals
to assist in the conduct of any investigation.
H-5
43
ANNEX I
VAN KAMPEN CLOSED-END FUNDS
The following list sets forth the amounts of audit fees and all other fees
paid by each Fund during the Fund's last fiscal years to D&T.
FUND NAME AUDIT FEES ALL OTHER FEES
--------- ---------- --------------
Van Kampen Municipal Income Trust $25,000 $1,500
Van Kampen California Municipal Trust 19,200 1,500
Van Kampen Investment Grade Municipal Trust 20,000 1,500
Van Kampen Select Sector Municipal Trust 20,000 1,500
Van Kampen Municipal Trust 25,000 1,500
Van Kampen California Quality Municipal Trust 25,000 1,500
Van Kampen New York Quality Municipal Trust 20,000 1,500
Van Kampen Pennsylvania Quality Municipal Trust 20,000 1,500
Van Kampen Florida Quality Municipal Trust 20,000 1,500
Van Kampen Ohio Quality Municipal Trust 20,000 1,500
Van Kampen Trust for Insured Municipals 25,000 1,500
Van Kampen Trust for Investment Grade Municipals 25,000 1,500
Van Kampen Trust for Investment Grade California Municipals 20,000 1,500
Van Kampen Trust for Investment Grade New York Municipals 20,000 1,500
Van Kampen Trust for Investment Grade Pennsylvania 20,000 1,500
Municipals
Van Kampen Trust for Investment Grade Florida Municipals 20,000 1,500
Van Kampen Trust for Investment Grade New Jersey Municipals 20,000 1,500
Van Kampen Municipal Opportunity Trust 25,000 1,500
Van Kampen Advantage Municipal Income Trust 25,000 1,500
Van Kampen Advantage Pennsylvania Municipal Income Trust 20,000 1,500
Van Kampen Ohio Value Municipal Income Trust 20,000 1,500
Van Kampen Massachusetts Value Municipal Income Trust 20,000 1,500
Van Kampen Strategic Sector Municipal Trust 23,600 1,500
Van Kampen New York Value Municipal Income Trust 20,000 1,500
Van Kampen California Value Municipal Income Trust 20,000 1,500
Van Kampen Pennsylvania Value Municipal Income Trust 20,000 1,500
Van Kampen Value Municipal Income Trust 25,000 1,500
Van Kampen Municipal Opportunity Trust II 25,000 1,500
Van Kampen Advantage Municipal Income Trust II 20,000 1,500
Van Kampen High Income Trust 35,000 1,500
Van Kampen High Income Trust II 35,000 1,500
Van Kampen Senior Income Trust 60,000 0
Van Kampen Bond Fund 23,750 0
Van Kampen Income Trust 20,500 0
I-1
44
[VAN KAMPEN FUNDS LOGO]
VKCL 01
VK-PS-01
45
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXXXXXXX
JOINT MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN XXXXXXXXXX,
a XXXXXXXXXX business trust (the "Fund"), hereby appoints Stephen
L. Boyd, A. Thomas Smith III and Sara L. Badler 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 Wednesday, June 27, 2001 at 3:00 p.m.,
and any and all adjournments thereof (the "Meeting"), and thereat
to vote all Common Shares which the undersigned would be entitled
to vote, with all powers the undersigned would possess if
personally present, in accordance with the following
instructions.
Account No. No. of Shares Proxy No.
1. Authority to vote for the election as Class I Trustees, the FOR ALL
nominees named below: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
David C. Arch and Howard J Kerr
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
CHECK "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME ON THE
LINE BELOW.
------------------------------------------------------------
To transact such other business as may properly come before
2. 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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.
46
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXXXXXXX
JOINT MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN XXXXXXXXXX,
a Massachusetts business trust (the "Fund"), hereby appoints
Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler and each
of them or their respective designees, with full power of
substitution and revocation, as proxies to represent the
undersigned at the Joint Meeting of Shareholders to be held at
the offices of Van Kampen Investments Inc., 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27,
2001 at 3:00 p.m., and any and all adjournments thereof (the
"Meeting"), and thereat to vote all Common Shares which the
undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance
with the following instructions.
Account No. No. of Shares Proxy No.
1. Authority to vote for the election as a Class II Trustee,
the nominee named below: FOR WITHHOLD
[ ] [ ]
Wayne W. Whalen
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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.
47
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXXXXXX
JOINT MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN XXXXXXXXX,
a Pennsylvania trust (the "Fund"), hereby appoints Stephen L.
Boyd, A. Thomas Smith III and Sara L. Badler 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 Wednesday, June 27, 2001 at 3:00 p.m.,
and any and all adjournments thereof (the "Meeting"), and thereat
to vote all Common Shares which the undersigned would be entitled
to vote, with all powers the undersigned would possess if
personally present, in accordance with the following
instructions.
Account No. No. of Shares Proxy No.
1. Authority to vote for the election as a Class II Trustee,
the nominee named below: FOR WITHHOLD
[ ] [ ]
Wayne W. Whalen
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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.
48
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXXXXXX
JOINT MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Preferred Shares of VAN KAMPEN
XXXXXXXXX, a Massachusetts business trust (the "Fund"), hereby
appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler
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 Wednesday, June
27, 2001 at 3:00 p.m., and any and all adjournments thereof (the
"Meeting"), and thereat to vote all Common Shares which the
undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance
with the following instructions.
Account No. No. of Shares Proxy No.
1. Authority to vote for the election as a Class II Trustee,
the nominee named below: FOR WITHHOLD
[ ] [ ]
Rod Dammeyer
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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.
49
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXXXXXX
JOINT MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Preferred Shares of VAN KAMPEN
XXXXXXXXX, a Pennsylvania trust (the "Fund"), hereby appoints
Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler 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 Wednesday, June
27, 2001 at 3:00 p.m., and any and all adjournments thereof (the
"Meeting"), and thereat to vote all Common Shares which the
undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance
with the following instructions.
Account No. No. of Shares Proxy No.
1. Authority to vote for the election as a Class II Trustee,
the nominee named below: FOR WITHHOLD
[ ] [ ]
Rod Dammeyer
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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.
50
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXXXXXX
JOINT MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN XXXXXXXXX,
a Massachusetts business trust (the "Fund"), hereby appoints
Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler 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 Wednesday, June
27, 2001 at 3:00 p.m., and any and all adjournments thereof (the
"Meeting"), and thereat to vote all Common Shares which the
undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance
with the following instructions.
Account No. No. of Shares Proxy No.
1. Authority to vote for the election as Class III Trustees, FOR ALL
the nominees named below: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Richard F. Powers, III and Hugo F. Sonnenschein
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
CHECK "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME ON THE
LINE BELOW.
------------------------------------------------------------
To transact such other business as may properly come before
2. 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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.
51
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXXXXXXX
JOINT MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN XXXXXXXXXX,
a Pennsylvania trust (the "Fund"), hereby appoints Stephen L.
Boyd, A. Thomas Smith III and Sara L. Badler 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 Wednesday, June 27, 2001 at 3:00 p.m.,
and any and all adjournments thereof (the "Meeting"), and thereat
to vote all Common Shares which the undersigned would be entitled
to vote, with all powers the undersigned would possess if
personally present, in accordance with the following
instructions.
Account No. No. of Shares Proxy No.
1. Authority to vote for the election as Class III Trustees, FOR ALL
the nominees named below: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
Richard F. Powers, III and Hugo F. Sonnenschein
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
CHECK "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME ON THE
LINE BELOW.
------------------------------------------------------------
To transact such other business as may properly come before
2. 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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.
52
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXXXXXXX
JOINT MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Preferred Shares of VAN KAMPEN
XXXXXXXXXX, a Massachusetts business trust (the "Fund"), hereby
appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler
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 Wednesday, June
27, 2001 at 3:00 p.m., and any and all adjournments thereof (the
"Meeting"), and thereat to vote all Common Shares which the
undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance
with the following instructions.
Account No. No. of Shares Proxy No.
1. Authority to vote for the election as a Class III Trustee,
the nominee named below: FOR WITHHOLD
[ ] [ ]
Theodore A. Myers
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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.
53
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXXXXXXX
JOINT MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Preferred Shares of VAN KAMPEN
XXXXXXXXXX, a Pennsylvania trust (the "Fund"), hereby appoints
Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler 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 Wednesday, June
27, 2001 at 3:00 p.m., and any and all adjournments thereof (the
"Meeting"), and thereat to vote all Common Shares which the
undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance
with the following instructions.
Account No. No. of Shares Proxy No.
1. Authority to vote for the election as a Class III Trustee,
the nominee named below: FOR WITHHOLD
[ ] [ ]
Theodore A. Myers
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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.
54
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN SENIOR INCOME TRUST
JOINT SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN SENIOR
INCOME TRUST, a Massachusetts business trust (the "Fund"), hereby
appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler
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 Inc., 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27,
2001 at 3:00 p.m., and any and all adjournments thereof (the
"Meeting"), and thereat to vote all common shares which the
undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance
with the following instructions.
Account No. No. of Shares Class of Shares Proxy No.
1. Authority to vote for the election as Class III Trustees, FOR ALL
the nominees named below: FOR WITHHOLD EXCEPT
Richard F. Powers, III, Hugo F. Sonnenschein and Theodore A. [ ] [ ] [ ]
Myers
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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.
55
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN BOND FUND
JOINT SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN BOND FUND,
a Delaware business trust (the "Fund"), hereby appoints Stephen
L. Boyd, A. Thomas Smith III and Sara L. Badler 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 Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and
all adjournments thereof (the "Meeting"), and thereat to vote all
common shares which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally
present, in accordance with the following instructions.
Account No. No. of Shares Class of Shares Proxy No.
1. Authority to vote for the election as Class III Trustees, FOR ALL
the nominees named below: FOR WITHHOLD EXCEPT
Richard F. Powers, III, Hugo F. Sonnenschein and Theodore A. [ ] [ ] [ ]
Myers
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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 27, 2001.
Date , 2001
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
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 shares are held
jointly, each holder must
sign.