As filed with the Securities and Exchange Commission on March 18, 2005
Securities Act File No.
Investment Company Act File No. 811-7404
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO. __
[ ] POST-EFFECTIVE AMENDMENT NO. __
(CHECK APPROPRIATE BOX OR BOXES)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)
(800) 847-2424
(AREA CODE AND TELEPHONE NUMBER)
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
AMY R. DOBERMAN, ESQ.
MANAGING DIRECTOR
VAN KAMPEN INVESTMENTS INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPIES TO:
WAYNE W. WHALEN, ESQ.
CHARLES B. TAYLOR, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
================================================================================
Approximate Date of Proposed Offering: As soon as practicable after this
Registration Statement is declared effective.
===============================================================================================================================
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BEING REGISTERED AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED PER UNIT PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------------
Common Shares ($0.01 par value) 1,000 $ 15.03 (1) $ 15,030 $ 117.70
- -------------------------------------------------------------------------------------------------------------------------------
Auction Preferred Shares ($0.01 par value) 40 $ 25,000 $ 1,000,000 $ 117.70
- -------------------------------------------------------------------------------------------------------------------------------
(1) Average of high and low reported price for common shares on March 16, 2005.
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
This Registration Statement is organized as follows:
- Questions and Answers to Shareholders of Van Kampen California
Municipal Trust, Van Kampen California Quality Municipal Trust, Van
Kampen Trust for Investment Grade California Municipals and Van Kampen
California Value Municipal Income Trust
- Notice of Joint Special Meeting of Shareholders of Van Kampen
California Municipal Trust, Van Kampen California Quality Municipal
Trust, Van Kampen Trust for Investment Grade California Municipals and
Van Kampen California Value Municipal Income Trust
- Joint Proxy Statement/Prospectus for Van Kampen California Municipal
Trust, Van Kampen California Quality Municipal Trust, Van Kampen Trust
for Investment Grade California Municipals and Van Kampen California
Value Municipal Income Trust
- Statement of Additional Information regarding the proposed
Reorganizations of Van Kampen California Municipal Trust, Van Kampen
California Quality Municipal Trust and Van Kampen Trust for Investment
Grade California Municipals into Van Kampen California Value Municipal
Income Trust
- Part C Information
- Exhibits
-- MAY 2005 --
- --------------------------------------------------------------------------------
IMPORTANT NOTICE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TO SHAREHOLDERS OF VAN KAMPEN
CALIFORNIA MUNICIPAL TRUST,
VAN KAMPEN CALIFORNIA
QUALITY MUNICIPAL TRUST,
VAN KAMPEN TRUST FOR INVESTMENT GRADE
CALIFORNIA MUNICIPALS AND
VAN KAMPEN CALIFORNIA VALUE
MUNICIPAL INCOME TRUST
- --------------------------------------------------------------------------------
QUESTIONS & ANSWERS
- ---------------------------------------
Although we recommend that you read the complete Joint Proxy Statement/
Prospectus, we have provided for your convenience a brief overview of the issues
to be voted on.
- ---------------------------------------
Q WHY IS A SHAREHOLDER
MEETING BEING HELD?
A Shareholders of
Van Kampen California Municipal Trust, Van Kampen California Quality Municipal
Trust and Van Kampen Trust for Investment Grade California Municipals: You are
being asked to vote on a reorganization (each a "Reorganization" and
collectively the "Reorganizations") of your fund (each such fund being referred
to herein as a "Target Fund" and together as the "Target Funds") into Van Kampen
California Value Municipal Income Trust (the "Acquiring Fund"), a closed-end
fund that has the same investment objective and substantially similar investment
policies and which is managed by the same investment advisory personnel as the
Target Funds.
Shareholders of Van Kampen California Municipal Trust: You are also being asked
to vote for nominees for the Board of Trustees of your Target Fund.
Shareholders of Van Kampen California Value Municipal Income Trust: You are
being to asked to vote on the issuance of additional common shares of the
Acquiring Fund in connection with the Reorganizations.
Q WHY IS EACH
REORGANIZATION BEING RECOMMENDED?
A The Board of Trustees of
each Fund has determined that each Reorganization will benefit common
shareholders of the respective Target Fund and the Acquiring Fund. The Target
Funds and the Acquiring Fund are substantially similar -- each seeks to provide
a high level of current income exempt from federal and California income taxes,
with safety of principal or preservation of capital, by investing substantially
all of its assets in a diversified portfolio of California municipal securities
rated investment grade at the time of investment. After the Reorganizations, it
is anticipated that common shareholders of each Fund will experience a reduced
overall operating expense ratio, as certain fixed administrative costs will be
spread across the combined fund's larger asset base. It is not anticipated that
the Reorganizations will directly benefit preferred shareholders of the Funds;
however, the Reorganizations will not adversely affect preferred shareholders,
and none of the expenses of the Reorganizations will be borne by preferred
shareholders.
Q HOW WILL THE
REORGANIZATIONS AFFECT ME?
A Assuming shareholders
approve the Reorganizations of the Target Funds and shareholders of the
Acquiring Fund approve the issuance of additional common shares of the Acquiring
Fund, the assets and liabilities of the Target Funds will be combined with those
of the Acquiring Fund and the Target Funds will dissolve.
Shareholders of the Target Funds: You will become a shareholder of the Acquiring
Fund. If you are a holder of common shares of a Target Fund, you will receive
newly-issued common shares of the Acquiring Fund, the aggregate net asset value
of which will equal the aggregate net asset value of the common shares you held
immediately prior to the Reorganization, less the costs of the Reorganization
(though you may receive cash for fractional shares). If you are a holder of
preferred shares of a Target Fund, you will receive newly-issued preferred
shares of the Acquiring Fund, the aggregate liquidation preference of which will
equal the aggregate liquidation preference of the preferred shares you held
immediately prior to the Reorganization.
Shareholders of the Acquiring Fund: You will remain a shareholder of the
Acquiring Fund.
Q WILL I HAVE TO PAY ANY SALES LOAD, COMMISSION OR OTHER SIMILAR FEE IN
CONNECTION WITH THE REORGANIZATIONS?
A You will pay no sales loads or commissions in connection with the
Reorganizations. However, if the Reorganizations are completed, the costs
associated with the Reorganizations, including the costs associated with the
shareholder meeting, will be borne by the Target Funds and the Acquiring Fund in
proportion to their projected declines in total operating expenses as a
consequence of the Reorganizations.
Q WILL I HAVE TO PAY ANY FEDERAL TAXES AS A RESULT OF THE
REORGANIZATIONS?
A Each of the Reorganizations is intended to qualify as a "reorganization"
within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended. If the Reorganizations so qualify, in general, shareholders of the
Target Funds will recognize no gain or loss upon the receipt solely of shares of
the Acquiring Fund in connection with the Reorganizations. Additionally, the
Target Funds will not recognize any gain or loss as a result of the transfer of
all of their assets and liabilities solely in exchange for the shares of the
Acquiring Fund or as a result of their dissolution. Neither the Acquiring Fund
nor its shareholders will recognize any gain or loss in connection with the
Reorganizations.
Q WHAT HAPPENS IF
SHAREHOLDERS OF ONE TARGET FUND DO NOT APPROVE ITS REORGANIZATION BUT
SHAREHOLDERS OF THE OTHER TARGET FUNDS DO APPROVE THEIR REORGANIZATIONS?
A An unfavorable vote on a
proposed Reorganization by the shareholders of any Target Fund will not affect
the implementation of a Reorganization by any other Target Fund, if such
Reorganization is approved by the shareholders of such Target Fund and the
issuance of additional common shares is approved by the shareholders of the
Acquiring Fund.
Q WHY IS THE VOTE OF
SHAREHOLDERS OF THE ACQUIRING FUND BEING SOLICITED?
A Although the Acquiring
Fund will continue its legal existence and operations after the Reorganizations,
the rules of the New York Stock Exchange (on which the Acquiring Fund's common
shares are listed) require the Acquiring Fund's common shareholders to approve
the issuance of additional common shares in connection with the Reorganizations.
Q WHY ARE SHAREHOLDERS
OF CALIFORNIA MUNICIPAL TRUST BEING ASKED TO ELECT TRUSTEES?
A In the event that the
Reorganization of California Municipal Trust is not approved, the fund will
continue to exist and it will be necessary to hold an annual meeting to elect
trustees for the fund. In order to provide for this contingency, shareholders of
California Municipal Trust are being asked to elect trustees at this meeting,
which will serve as the fund's annual meeting.
Q HOW DOES THE BOARD OF
TRUSTEES OF MY FUND SUGGEST THAT I VOTE?
A After careful consideration,
the Board of Trustees of your fund recommends that you vote "FOR" each of the
items proposed for your fund.
Q HOW DO I VOTE MY PROXY?
A You may cast your vote by
mail, phone or internet. To vote by mail, please mark your vote on the enclosed
proxy card and sign, date and return the card in the postage-paid envelope
provided. If you choose to vote via phone or internet, please refer to the
instructions found on the proxy card accompanying this Joint Proxy
Statement/Prospectus. To vote by phone or internet, you will need the "control
number" that appears on the proxy card.
Q WHOM DO I CONTACT FOR
FURTHER INFORMATION?
A You can contact your
financial adviser for further information. You may also call Van Kampen's Client
Relations Department at (800) 847-2424 (Telecommunication Device for the Deaf
users may call (800) 421-2833) or visit our website at www.vankampen.com where
you can send us an e-mail message by selecting "Contact Us."
ABOUT THE PROXY CARD
- --------------------------------------------------------------------------------
Please vote on the proposal(s) applicable to your fund using blue or black ink
to mark an X in one of the boxes provided on the proxy card.
SHAREHOLDERS OF VAN KAMPEN CALIFORNIA MUNICIPAL TRUST, VAN KAMPEN CALIFORNIA
QUALITY MUNICIPAL TRUST AND VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS:
APPROVAL OF REORGANIZATION -- mark "For," "Against" or "Abstain."
SHAREHOLDERS OF VAN KAMPEN CALIFORNIA MUNICIPAL TRUST:
ELECTION OF TRUSTEES -- mark "For," "Withhold" or "For All Except." To withhold
authority to vote for any individual nominee(s), mark "For All Except" and write
the nominee's name on the line provided.
SHAREHOLDERS OF VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST:
APPROVAL OF ISSUANCE OF COMMONS SHARES -- mark "For," "Against" or "Abstain."
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.
<Table>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE
</Table>
VAN KAMPEN XXXXX
JOINT SPECIAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
<Table>
<Caption>
FOR AGAINST ABSTAIN
1. The proposal to [ ] [ ] [ ] 3. The proposal to issue additional
approve the Common Shares. FOR AGAINST ABSTAIN
Agreement and Plan [ ] [ ] [ ]
of Reorganization.
</Table>
<Table>
FOR ALL WITHHOLD FOR ALL
EXCEPT
[ ] [ ] [ ]
2. Authority to vote 4. To transact such other business as may
for the election as properly come before the Meeting.
Class X Trustees
the nominees named
below:
XXXXXXXXX, XXXXXXXXX, XXXXXXXXX
To withhold authority to vote for any one or more
individual nominee check "For All Except" and write
the nominee's name on the line below.
----------------------------------
</Table>
Please be sure to sign and date this Proxy, Date
Shareholder sign here Co-owner sign here
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SAMPLE
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST,
VAN KAMPEN CALIFORNIA QUALITY
MUNICIPAL TRUST,
VAN KAMPEN TRUST FOR INVESTMENT GRADE
CALIFORNIA MUNICIPALS
AND
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL
INCOME TRUST
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 847-2424
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 22, 2005
NOTICE IS HEREBY GIVEN that a joint special meeting of shareholders (the
"Special Meeting") of Van Kampen California Municipal Trust ("California
Municipal Trust"), Van Kampen California Quality Municipal Trust ("California
Quality Municipal Trust"), Van Kampen Trust for Investment Grade California
Municipals ("Trust for Investment Grade California Municipals") and Van Kampen
California Value Municipal Income Trust (the "Acquiring Fund") will be held at
the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace,
Illinois 60181-5555 on June 22, 2005 at 3:30 p.m. for the following purposes:
For shareholders of California Municipal Trust:
1. a. To approve an Agreement and Plan of Reorganization between California
Municipal Trust and the Acquiring Fund;
For shareholders of California Quality Municipal Trust:
b. To approve an Agreement and Plan of Reorganization between California
Quality Municipal Trust and the Acquiring Fund;
For shareholders of Trust for Investment Grade California Municipals:
c. To approve an Agreement and Plan of Reorganization between Trust for
Investment Grade California Municipals and the Acquiring Fund;
For shareholders of California Municipal Trust:
2. To elect four trustees to serve for a three year term or until their
respective successors are duly elected and qualified;
For shareholders of the Acquiring Fund:
3. To approve the issuance of additional common shares of the Acquiring Fund
as contemplated by each Agreement and Plan of Reorganization; and
For shareholders of each fund:
4. To transact such other business as may properly be presented at the Special
Meeting or any adjournment thereof.
Shareholders of record as of the close of business on April 25, 2005 are
entitled to vote at the Special Meeting or any adjournment thereof. This Special
Meeting will serve as the annual meeting of California Municipal Trust.
THE BOARD OF TRUSTEES OF CALIFORNIA MUNICIPAL TRUST, CALIFORNIA QUALITY
MUNICIPAL TRUST, TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS AND THE
ACQUIRING FUND REQUESTS THAT YOU VOTE YOUR SHARES BY INDICATING YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATING AND SIGNING SUCH PROXY CARD AND
RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE
AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
THE BOARD OF TRUSTEES OF CALIFORNIA MUNICIPAL TRUST, CALIFORNIA QUALITY
MUNICIPAL TRUST AND TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS RECOMMENDS
THAT YOU CAST YOUR VOTE:
- FOR THE REORGANIZATION OF YOUR FUND PURSUANT TO AN AGREEMENT AND PLAN OF
REORGANIZATION.
THE BOARD OF TRUSTEES OF CALIFORNIA MUNICIPAL TRUST RECOMMENDS THAT YOU CAST
YOUR VOTE:
- FOR THE NOMINEES TO THE BOARD OF TRUSTEES OF CALIFORNIA MUNICIPAL TRUST.
THE BOARD OF TRUSTEES OF THE ACQUIRING FUND RECOMMENDS THAT YOU CAST YOUR
VOTE:
- FOR THE ISSUANCE OF ADDITIONAL COMMON SHARES OF THE ACQUIRING FUND AS
CONTEMPLATED BY EACH AGREEMENT AND PLAN OF REORGANIZATION.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY CARD PROMPTLY.
For the Board of Trustees,
Lou Anne McInnis
Assistant Secretary
Van Kampen California Municipal Trust
Van Kampen California Quality
Municipal Trust
Van Kampen Trust for Investment
Grade California Municipals
Van Kampen California Value
Municipal Income Trust
May , 2005
------------------
YOUR VOTE IS IMPORTANT.
PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE
ENCLOSED PROXY CARD NO MATTER HOW MANY SHARES YOU OWN.
THE INFORMATION IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MARCH 18, 2005
JOINT PROXY STATEMENT/PROSPECTUS
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST,
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST,
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS
AND
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 847-2424
JOINT SPECIAL MEETING OF SHAREHOLDERS
JUNE 22, 2005
This Joint Proxy Statement/Prospectus is furnished to you as a shareholder of
Van Kampen California Municipal Trust ("California Municipal Trust"), Van Kampen
California Quality Municipal Trust ("California Quality Municipal Trust"), Van
Kampen Trust for Investment Grade California Municipals ("Trust for Investment
Grade California Municipals") and/or Van Kampen California Value Municipal
Income Trust (the "Acquiring Fund"). A joint special meeting of shareholders of
California Municipal Trust, California Quality Municipal Trust, Trust for
Investment Grade California Municipals and the Acquiring Fund (the "Special
Meeting") will be held at the offices of Van Kampen Investments Inc., 1 Parkview
Plaza, Oakbrook Terrace, Illinois 60181-5555 on June 22, 2005 at 3:30 p.m. to
consider the items listed below and discussed in greater detail elsewhere in
this Joint Proxy Statement/Prospectus. If you are unable to attend the Special
Meeting or any adjournment thereof, the Board of Trustees of California
Municipal Trust, California Quality Municipal Trust, Trust for Investment Grade
California Municipals and the Acquiring Fund requests that you vote your shares
by completing and returning the enclosed proxy card. The approximate mailing
date of this Joint Proxy Statement/Prospectus and accompanying form of proxy is
May , 2005.
The purposes of the Special Meeting are:
For shareholders of California Municipal Trust:
1. a. To approve an Agreement and Plan of Reorganization between California
Municipal Trust and the Acquiring Fund;
For shareholders of California Quality Municipal Trust:
b. To approve an Agreement and Plan of Reorganization between California
Quality Municipal Trust and the Acquiring Fund;
For shareholders of Trust for Investment Grade California Municipals:
c. To approve an Agreement and Plan of Reorganization between Trust for
Investment Grade California Municipals and the Acquiring Fund;
For shareholders of California Municipal Trust:
2. To elect four trustees to serve for a three year term or until their
respective successors are duly elected and qualified;
For shareholders of the Acquiring Fund:
3. To approve the issuance of additional common shares of the Acquiring Fund
as contemplated by each Agreement and Plan of Reorganization; and
For shareholders of each fund:
4. To transact such other business as may properly be presented at the Special
Meeting or any adjournment thereof.
California Municipal Trust, California Quality Municipal Trust and Trust for
Investment Grade California Municipals are sometimes referred to herein
individually as a "Target Fund" or collectively as the "Target Funds." The
Target Funds and the Acquiring Fund are sometimes referred to herein each as a
"Fund" and collectively as the "Funds." Each Agreement and Plan of
Reorganization is sometimes referred to herein individually as a "Reorganization
Agreement" or collectively as the "Reorganization Agreements." The
Reorganization Agreement that Target Fund shareholders are being asked to
consider involves a transaction that will be referred to in this Joint Proxy
Statement/Prospectus individually as a "Reorganization" and collectively as the
"Reorganizations."
The Reorganizations seek to combine four substantially similar Funds to
achieve certain economies of scale and other operational efficiencies. The
investment objective of each Fund is to seek to provide a high level of current
income exempt from federal and California income taxes, with safety of principal
or preservation of capital. Each Fund seeks to achieve its investment objective
by investing substantially all of its assets in a diversified portfolio of
California municipal securities rated investment grade at the time of
investment. In each Reorganization, the Acquiring Fund will acquire
substantially all of the assets and assume substantially all of the liabilities
of the Target Fund in exchange solely for an equal aggregate value of
newly-issued common shares of beneficial interest, par value $0.01 per share
("Acquiring Fund Common Shares"), and newly-issued auction preferred shares with
a par value of $0.01 per share and a liquidation preference of $25,000 per share
("Acquiring Fund APS"). The Target Fund will distribute Acquiring Fund Common
Shares to common shareholders of the Target Fund and Acquiring Fund APS to
preferred shareholders of the Target Fund, and will then terminate its
registration under the Investment Company Act of 1940, as amended (the "1940
Act"), and
2
dissolve under applicable state law. The aggregate net asset value of Acquiring
Fund Common Shares received in each Reorganization will equal the aggregate net
asset value of Target Fund common shares held immediately prior to such
Reorganization, less the costs of such Reorganization (though common
shareholders may receive cash for their fractional shares), and the aggregate
liquidation preference of Acquiring Fund APS received in each Reorganization
will equal the aggregate liquidation preference of Target Fund preferred shares
held immediately prior to such Reorganization. The Acquiring Fund will continue
to operate after the Reorganizations as a registered closed-end investment
company with the investment objective and policies described in this Joint Proxy
Statement/Prospectus.
In connection with the Reorganizations, common shareholders of the Acquiring
Fund are being asked to approve the issuance of additional Acquiring Fund Common
Shares.
In the event that the shareholders of California Municipal Trust do not
approve the Fund's Reorganization or Acquiring Fund common shareholders do not
approve the issuance of Acquiring Fund Common Shares, California Municipal Trust
will continue to exist and it will be necessary to elect trustees of the Fund.
In order to provide for this contingency, shareholders of California Municipal
Trust are also being asked to elect trustees for their Fund at this meeting,
which will serve as the Fund's annual meeting of shareholders.
The Board of Trustees of each Fund has determined that including these
proposals in one Joint Proxy Statement/Prospectus will reduce costs and is in
the best interests of each Fund's shareholders.
This Joint Proxy Statement/Prospectus sets forth concisely the information
shareholders of each Fund should know before voting on the proposals for their
Fund and constitutes an offering of Acquiring Fund Common Shares and Acquiring
Fund APS. Please read it carefully and retain it for future reference. A
Statement of Additional Information, dated May , 2005, relating to this Joint
Proxy Statement/Prospectus (the "Reorganization Statement of Additional
Information") has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated herein by reference. If you wish to request the
Reorganization Statement of Additional Information, please ask for the
"Reorganization Statement of Additional Information." Copies of each Fund's most
recent annual report and semi-annual report can be obtained on a web site
maintained by Van Kampen Investments Inc. at www.vankampen.com. In addition,
each Fund will furnish, without charge, a copy of its most recent annual report
and semi-annual report to any shareholder upon request. Any such request should
be directed to the Van Kampen Client Relations Department by calling (800)
847-2424 (TDD users may call (800) 421-2833) or by writing to the respective
Fund at 1 Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555.
The address of the principal
3
executive offices of the Funds is 1221 Avenue of the Americas, New York, New
York 10020, and the telephone number is (800) 847-2424.
The Funds are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith file reports,
proxy statements, proxy material and other information with the SEC. Materials
filed with the SEC can be reviewed and copied at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549 or downloaded from the SEC's
web site at www.sec.gov. Information on the operation of the SEC's Public
Reference Room may be obtained by calling the SEC at (202) 942-8090. You can
also request copies of these materials, upon payment at the prescribed rates of
a duplicating fee, by electronic request to the SEC's e-mail address
(publicinfo@sec.gov) or by writing the Public Reference Branch, Office of
Consumer Affairs and Information Services, SEC, Washington, DC, 20549-0102.
The Acquiring Fund Common Shares are listed on the New York Stock Exchange
(the "NYSE") and the Chicago Stock Exchange (the "CHX") under the ticker symbol
"VCV" and will continue to be so listed subsequent to the Reorganization. The
common shares of California Quality Municipal Trust are listed on the NYSE and
the CHX under the ticker symbol "VKM." The common shares of Trust for Investment
Grade California Municipals are listed on the NYSE and the CHX under the ticker
symbol "VIC." Reports, proxy statements and other information concerning the
Acquiring Fund, California Quality Municipal Trust and Trust for Investment
Grade California Municipals may be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005. The common shares of California
Municipal Trust are listed on the American Stock Exchange (the "AMEX") and the
CHX under the ticker symbol "VKC." Reports, proxy statements and other
information concerning California Municipal Trust may be inspected at the
offices of the AMEX, 86 Trinity Place, New York, New York 10006.
This Joint Proxy Statement/Prospectus serves as a prospectus of the Acquiring
Fund in connection with the issuance of the Acquiring Fund Common Shares and the
Acquiring Fund APS in each Reorganization. No person has been authorized to give
any information or make any representation not contained in this Joint Proxy
Statement/Prospectus and, if so given or made, such information or
representation must not be relied upon as having been authorized. This Joint
Proxy Statement/Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities in any jurisdiction in which, or
to any person to whom, it is unlawful to make such offer or solicitation.
The Board of Trustees of each Fund knows of no business other than that
discussed above that will be presented for consideration at the Special Meeting.
If any other matter is properly presented, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgment.
4
---------------------
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Joint Proxy Statement/Prospectus is May , 2005.
5
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
SUMMARY..................................................... 8
PROPOSAL 1: REORGANIZATIONS OF THE TARGET FUNDS............. 13
RISK FACTORS AND SPECIAL CONSIDERATIONS..................... 14
California Municipal Securities........................... 14
Market Risk............................................... 15
Interest Rate Risk........................................ 15
Credit Risk............................................... 15
Income Risk............................................... 16
Nonpayment Risk........................................... 16
Call Risk................................................. 16
Risks of Using Strategic Transactions..................... 16
Manager Risk.............................................. 17
Market Discount Risk...................................... 17
Leverage Risk............................................. 17
Anti-Takeover Provisions.................................. 18
Special Risks Related to Preferred Shares................. 19
COMPARISON OF THE FUNDS..................................... 20
Investment Objectives and Policies........................ 20
Other Investment Practices and Policies................... 23
Investment Restrictions................................... 25
Management of the Funds................................... 28
Other Service Providers................................... 30
Capitalization............................................ 31
Additional Information about Common Shares of the Funds... 33
Additional Information about Preferred Shares of the
Funds................................................... 37
Governing Law............................................. 42
Certain Provisions of the Declarations of Trust........... 43
Conversion to Open-End Fund............................... 44
Voting Rights............................................. 45
Financial Highlights...................................... 46
</Table>
6
<Table>
<Caption>
PAGE
----
INFORMATION ABOUT THE REORGANIZATIONS....................... 50
General................................................... 50
Terms of the Reorganization Agreements.................... 51
Material U.S. Federal Income Tax Consequences of the
Reorganizations......................................... 54
Shareholder Approval...................................... 56
PROPOSAL 2: ELECTION OF TRUSTEES OF CALIFORNIA MUNICIPAL
TRUST..................................................... 56
INFORMATION REGARDING THE TRUSTEES AND NOMINEES FOR ELECTION
AS TRUSTEES............................................... 57
Remuneration of Trustees.................................. 67
Board Committees and Meetings............................. 69
OTHER INFORMATION........................................... 71
Executive Officers of the Fund............................ 71
Shareholder Information................................... 74
Independent Registered Public Accounting Firm............. 75
Audit and Other Fees...................................... 75
PROPOSAL 3: ISSUANCE OF ADDITIONAL ACQUIRING FUND COMMON
SHARES.................................................... 76
The Reorganization........................................ 76
Shareholder Approval...................................... 77
OTHER INFORMATION........................................... 77
Voting Information and Requirements....................... 77
Shareholder Information................................... 79
Section 16(a) Beneficial Ownership Reporting Compliance... 79
Shareholder Proposals..................................... 80
Solicitation of Proxies................................... 80
Legal Matters............................................. 80
Other Matters to Come Before the Meeting.................. 80
EXHIBIT I: RATINGS OF MUNICIPAL BONDS....................... I-1
</Table>
7
SUMMARY
The following is a summary of certain information contained elsewhere in this
Joint Proxy Statement/Prospectus and is qualified in its entirety by reference
to the more complete information contained in this Joint Proxy
Statement/Prospectus and, with respect to the proposed Reorganizations, in the
Reorganization Statement of Additional Information. Shareholders should read the
entire Joint Proxy Statement/Prospectus carefully.
PROPOSAL 1: REORGANIZATIONS OF THE TARGET FUNDS
THE PROPOSED REORGANIZATIONS. The Board of Trustees of each Target Fund,
including the trustees who are not "interested persons" of each Target Fund (as
defined in the 1940 Act), has unanimously approved each Reorganization
Agreement. If the shareholders of a Target Fund approve their Reorganization
Agreement and the shareholders of the Acquiring Fund approve the issuance of
Acquiring Fund Common Shares (see Proposal 3: "Issuance of Additional Acquiring
Fund Common Shares"), Acquiring Fund Common Shares and Acquiring Fund APS will
be issued to the common shareholders and preferred shareholders of the Target
Fund, respectively, in exchange for substantially all of the assets of the
Target Fund and the assumption of substantially all of the liabilities of the
Target Fund. The Target Fund will then terminate its registration under the 1940
Act and dissolve under applicable state law. The aggregate net asset value of
Acquiring Fund Common Shares received in the Reorganization will equal the
aggregate net asset value of Target Fund common shares held immediately prior to
the Reorganization, less the costs of the Reorganization (though common
shareholders may receive cash for fractional shares), and the aggregate
liquidation preference of Acquiring Fund APS received in the Reorganization will
equal the aggregate liquidation preference of Target Fund preferred shares held
immediately prior to the Reorganization.
BACKGROUND AND REASONS FOR THE PROPOSED REORGANIZATIONS. The Reorganizations
seek to combine four substantially similar Funds to achieve certain economies of
scale and other operational efficiencies. Each Fund is registered as a
diversified, closed-end management investment company under the 1940 Act. The
investment objective of California Municipal Trust is to seek to provide a high
level of current income exempt from federal and California income taxes with
safety of principal. The investment objective of each of the other Funds is to
seek to provide a high level of current income exempt from federal and
California income taxes, consistent with preservation of capital. Each Fund
seeks to achieve its investment objective, under normal market conditions, by
investing substantially all of its total assets in California municipal
securities rated investment grade at the time of investment. California Quality
Municipal Trust may invest up to 20% of its assets in California municipal
securities believed, at the time of investment, by the Adviser to have
8
credit characteristics equivalent to, and to be of comparable quality as,
California municipal securities that are rated investment grade; if the
Reorganizations are approved and completed, the Acquiring Fund will adopt the
foregoing non-fundamental investment policy. The Funds are managed by the same
investment advisory personnel.
The proposed Reorganizations will combine the assets of these substantially
similar Funds by reorganizing the Target Funds into the Acquiring Fund. The
Board of Trustees of each Target Fund (the "Target Fund Board"), based upon its
evaluation of all relevant information, anticipates that the common shareholders
of each Target Fund will benefit from their Fund's respective Reorganization. In
particular, the Target Fund Board believes, based on data presented by Van
Kampen Asset Management, investment adviser to each of the Funds (the
"Adviser"), that common shareholders of each Target Fund will experience a
reduced overall operating expense ratio as a result of their Fund's respective
Reorganization. The combined fund resulting from the Reorganizations will have a
larger asset base than any of the Funds has currently; certain fixed
administrative costs, such as costs of printing shareholder reports and proxy
statements, legal expenses, audit fees, mailing costs and other expenses, will
be spread across this larger asset base, thereby lowering the expense ratio for
common shareholders of the combined fund.
9
The table below illustrates the anticipated reduction in operating expenses
expected as a result of the Reorganizations. The table sets forth (i) the fees
and expenses paid by the Target Funds for the 12-month period ended October 31,
2004, (ii) the fees and expenses paid by the Acquiring Fund for the 12-month
period ended October 31, 2004 and (iii) the pro forma fees and expenses for the
Acquiring Fund for the 12-month period ended October 31, 2004, assuming the
Reorganizations had been completed at the beginning of such period. As shown
below, the Reorganizations are expected to result in decreased total annual
expenses for shareholders of each Fund.
FEE AND EXPENSE TABLE FOR COMMON SHAREHOLDERS OF THE TARGET FUNDS
AND THE ACQUIRING FUND AS OF OCTOBER 31, 2004
<Table>
<Caption>
ACTUAL PRO FORMA
------------------------------------------------ ----------
TRUST FOR
CALIFORNIA INVESTMENT
CALIFORNIA QUALITY GRADE
MUNICIPAL MUNICIPAL CALIFORNIA ACQUIRING ACQUIRING
TRUST TRUST MUNICIPALS FUND FUND
---------- ---------- ---------- --------- ---------
Common Shareholder Transaction
Expenses(a):
Maximum Sales Load (as a
percentage of offering
price)(b)...................... None None None None None
Dividend Reinvestment Plan
Fees........................... None None None None None
Annual Expenses (as a percentage
of net assets attributable to
common shares):
Investment Advisory Fees(c)...... 0.87% 0.80% 0.87% 0.87% 0.84%
Interest Payments on Borrowed
Funds.......................... 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses................... 0.71% 0.30% 0.45% 0.41% 0.25%
Total Annual Expenses(c)....... 1.58% 1.10% 1.32% 1.28% 1.09%
</Table>
- ---------------
(a)No information is presented with respect to preferred shares because holders
of preferred shares do not bear any operating expenses of any of the Funds
and will not bear any operating expenses of the combined fund.
(b)Common shares purchased in the secondary market may be subject to brokerage
commissions or other charges. No sales load will be charged on the issuance
of shares in the Reorganizations. Common shares are not available for
purchase from the Funds but may be purchased through a broker-dealer subject
to individually negotiated commission rates.
(c)Expense information has been restated to reflect management fees in effect as
of November 1, 2004. If assets attributable to preferred shares were
included, the Investment Advisory Fees for the Funds and for the Acquiring
Fund on a pro forma basis would be 0.55%, 0.55%, 0.55%, 0.55% and 0.55% and
the Total Annual Expenses would be 1.00%, 0.76%, 0.83%, 0.83% and 0.72%.
EXAMPLE. The following example is intended to help you compare the costs of
investing in the Acquiring Fund pro forma after the Reorganizations with the
costs
10
of investing in the Target Funds and the Acquiring Fund without the
Reorganizations. An investor would pay the following expenses on a $1,000
investment, assuming (1) the operating expense ratio for each Fund (as a
percentage of net assets attributable to common shares) set forth in the table
above and (2) a 5% annual return throughout the period:
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
California Municipal Trust............ $16 $50 $86 $188
California Quality Municipal Trust.... $11 $35 $61 $134
Trust for Investment Grade California
Municipals.......................... $13 $42 $72 $159
Acquiring Fund........................ $13 $41 $70 $155
Pro Forma -- Acquiring Fund........... $11 $35 $60 $133
</Table>
The example set forth above assumes common shares of each Fund were purchased
in the initial offerings and the reinvestment of all dividends and distributions
and uses a 5% annual rate of return as mandated by SEC regulations. The example
should not be considered a representation of past or future expenses or annual
rates of return. Actual expenses or annual rates of return may be more or less
than those assumed for purposes of the example.
Further Information Regarding the Reorganizations. The Target Fund Board has
determined that each Reorganization is in the best interests of common
shareholders of the respective Target Fund and that the interests of such
shareholders will not be diluted as a result of their Fund's Reorganization.
Similarly, the Board of Trustees of the Acquiring Fund has determined that each
Reorganization is in the best interests of common shareholders of the Acquiring
Fund and that the interests of such shareholders will not be diluted as a result
of any Reorganization. It is not anticipated that any of the Reorganizations
will directly benefit preferred shareholders of any of the Funds; however, the
Reorganizations will not materially adversely affect preferred shareholders of
any of the Funds, and the expenses of the Reorganizations will not be borne by
preferred shareholders of any of the Funds. As a result of the Reorganizations,
however, shareholders of each Fund will hold a reduced percentage of ownership
in the larger combined fund than they did in any of the separate Funds.
Each of the Reorganizations is intended to qualify as a "reorganization"
within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code" or "Code"). If the Reorganizations of the
Target Funds so qualify, in general, shareholders of the Target Funds will
recognize no gain or loss upon the receipt solely of shares of the Acquiring
Fund in connection with the Reorganizations. Additionally, the Target Funds will
not recognize any gain or loss as a result of the transfer of all of their
assets and liabilities solely in exchange for shares of the Acquiring Fund or as
a result of their dissolution.
11
Neither the Acquiring Fund nor its shareholders will recognize any gain or loss
in connection with the Reorganizations.
The Target Fund Board requests that shareholders of each Target Fund approve
their Fund's proposed Reorganization at the Special Meeting to be held on June
22, 2005. Subject to the requisite approval of the shareholders of each Fund
with regard to each Reorganization, it is expected that the closing date of the
transaction (the "Closing Date") will be after the close of business on or about
June 30, 2005, but it may be at a different time as described herein.
The Target Fund Board recommends that you vote "FOR" your Target Fund's
proposed Reorganization.
PROPOSAL 2: ELECTION OF TRUSTEES OF CALIFORNIA MUNICIPAL TRUST
The Joint Special Meeting will serve as the annual meeting of shareholders of
California Municipal Trust for the current fiscal year at which trustees of the
Fund will be elected. Shareholders of California Municipal Trust are being asked
to elect four Class I trustees at the Special Meeting to serve until the later
of the Fund's Annual Meeting of Shareholders in 2008 or until successors have
been duly elected and qualified. Holders of common shares, voting as a separate
class, will vote with respect to four Class I trustees (David C. Arch, Jerry D.
Choate, Howard J Kerr and Suzanne H. Woolsey) designated to be elected by such
class of shares. An affirmative vote of a plurality of the common shares is
required to elect the respective nominees. It is the intention of the persons
named in the enclosed proxy to vote the shares represented by them for the
election of the respective nominees listed unless the proxy is marked otherwise.
The Board of Trustees of California Municipal Trust recommends that you vote
"FOR" the election of trustees.
PROPOSAL 3: ISSUANCE OF ADDITIONAL ACQUIRING FUND COMMON SHARES
In connection with each proposed Reorganization described under "Proposal 1:
Reorganizations of the Target Funds," the Acquiring Fund will issue additional
Acquiring Fund Common Shares and list such shares on the NYSE. The Acquiring
Fund will acquire substantially all of the assets and assume substantially all
of the liabilities of each Target Fund in exchange for newly-issued Acquiring
Fund Common Shares and newly-issued Acquiring Fund APS. The Reorganizations will
result in no reduction of the net asset value of the Acquiring Fund Common
Shares, other than to reflect the costs of the Reorganizations. No gain or loss
will be recognized by the Acquiring Fund or its shareholders in connection with
the Reorganization. The Board of Trustees of the Acquiring Fund (the "Acquiring
Fund Board"), based upon its evaluation of all relevant information, anticipates
that each Reorganization will benefit holders of Acquiring Fund Common Shares.
In particular, the Acquiring
12
Fund Board believes, based on data presented by the Adviser, that the Acquiring
Fund will experience a reduced overall operating expense ratio as a result of
the Reorganizations.
The Acquiring Fund Board requests that common shareholders of the Acquiring
Fund approve the issuance of additional Acquiring Fund Common Shares at the
Special Meeting to be held on June 22, 2005. Subject to the requisite approval
of the shareholders of each Fund with regard to the Reorganizations, it is
expected that the Closing Date will be after the close of business on or about
June 30, 2005, but it may be at a different time as described herein.
The Acquiring Fund Board recommends that you vote "FOR" the issuance of
additional Acquiring Fund Common Shares in connection with the Reorganizations.
PROPOSAL 1: REORGANIZATIONS OF THE TARGET FUNDS
The Reorganizations seek to combine four substantially similar funds to
achieve certain economies of scale and other operational efficiencies. Each Fund
is registered as a diversified, closed-end management investment company under
the 1940 Act. The investment objective of each Fund is to seek to provide a high
level of current income exempt from federal and California income taxes with
safety of principal or preservation of capital. Each Fund seeks to achieve its
investment objective, under normal market conditions, by investing substantially
all of its total assets in California municipal securities rated investment
grade at the time of investment. California Quality Municipal Trust may invest
up to 20% of its assets in California municipal securities believed, at the time
of investment, by the Adviser to have credit characteristics equivalent to, and
to be of comparable quality as, California municipal securities that are rated
investment grade; if the Reorganizations are approved and completed, the
Acquiring Fund will adopt the foregoing non-fundamental investment policy. The
Funds are managed by the same investment advisory personnel.
In each Reorganization, the Acquiring Fund will acquire substantially all of
the assets and assume substantially all of the liabilities of the Target Fund in
exchange solely for an equal aggregate value of Acquiring Fund Common Shares and
Acquiring Fund APS. The Target Fund will distribute Acquiring Fund Common Shares
to common shareholders of the Target Fund and Acquiring Fund APS to preferred
shareholders of the Target Fund, and will then terminate its registration under
the 1940 Act and dissolve under applicable state law. The aggregate net asset
value of Acquiring Fund Common Shares received in the Reorganization will equal
the aggregate net asset value on the Target Fund common shares held immediately
prior to the Reorganization, less the costs of the Reorganization (though
shareholders may receive cash for fractional shares). The aggregate liquidation
preference of
13
Acquiring Fund APS received in the Reorganization will equal the aggregate
liquidation preference Target Fund preferred shares held immediately prior to
the Reorganization. The Acquiring Fund will continue to operate as a registered
closed-end investment company with the investment objective and policies
described in this Joint Proxy Statement/Prospectus.
The Target Fund Board, based upon its evaluation of all relevant information,
anticipates that the common shareholders of each Target Fund will benefit from
their Fund's respective Reorganization. In particular, the Target Fund Board
believes, based on data presented by the Adviser, that common shareholders of
each Target Fund will experience a reduced overall operating expense ratio as a
result of their Fund's respective Reorganization. The combined fund resulting
from the Reorganizations will have a larger asset base than any of the Funds has
currently; certain fixed administrative costs, such as costs of printing
shareholder reports and proxy statements, legal expenses, audit fees, mailing
costs and other expenses, will be spread across this larger asset base, thereby
lowering the expense ratio for common shareholders of the combined fund.
RISK FACTORS AND SPECIAL CONSIDERATIONS
Because each Fund, under normal market conditions, invests substantially all
of its assets in investment grade California municipal securities, any risks
inherent in such investments are equally applicable to each Fund and will apply
to the combined fund after the Reorganizations. The Reorganizations themselves
are not expected to adversely affect the rights of shareholders of any of the
Funds or to create additional risks.
CALIFORNIA MUNICIPAL SECURITIES
Since each Fund, under normal market conditions, invests substantially all of
its assets in investment grade California municipal securities, each Fund is
more exposed to risks affecting issuers of California municipal securities than
is a municipal bond fund that invests more widely. Many different social,
environmental and economic factors may affect the financial condition of
California and its political subdivisions. The yields of California municipal
securities may move differently and adversely compared to the yields of overall
debt securities markets. Although the interest received from California
municipal securities generally is exempt from federal and California personal
income tax, each fund may invest in California municipal securities subject to
the federal alternative minimum tax. The Acquiring Fund, California Quality
Municipal Trust and Trust for Investment Grade California Municipals may invest
all or a substantial portion of their total assets in California municipal
securities subject to the federal alternative minimum tax. In addition, there
could be changes in applicable tax laws or tax treatments that reduce or
eliminate the current federal income tax exemption on municipal
14
securities or otherwise adversely affect the current federal or state tax status
of California municipal securities.
MARKET RISK
Market risk is the possibility that the market values of securities owned by
each Fund will decline. The prices of debt securities tend to fall as interest
rates rise, and such declines tend to be greater among debt securities with
longer maturities. Market risk is often greater among certain types of debt
securities, such as zero coupon bonds which do not make regular interest
payments but are instead bought at a discount to their face values and paid in
full upon maturity. As interest rates change, these securities often fluctuate
more in price than securities that make regular interest payments and therefore
subject the Funds to greater market risk than a fund that does not own these
types of securities. When-issued and delayed delivery transactions are subject
to changes in market conditions from the time of the commitment until
settlement. This may adversely affect the prices or yields of the securities
being purchased. The greater the Funds' outstanding commitments for these
securities, the greater the Funds' exposure to market price fluctuations.
INTEREST RATE RISK
Each Fund invests in municipal securities, which are subject to interest rate.
Interest rate risk is the risk that prices of municipal securities generally
increase when interest rates decline and decrease when interest rates increase.
Prices of longer-term securities generally change more in response to interest
rate changes than prices of shorter-term securities.
CREDIT RISK
Each Fund invests in municipal securities, which are subject to credit risk.
Credit risk is the risk that the issuer will be unable to pay the interest or
principal when due. The degree of credit risk depends on both the financial
condition of the issuer and the terms of the obligation. Each Fund invests
substantially all of its assets in municipal securities that are rated
investment grade by Standard & Poor's ("S&P") or Moody's Investors Service Inc.
("Moody's") (or comparably rated by another nationally recognized statistical
rating organization). Securities rated in the lowest investment grade category
may have certain speculative characteristics. California Quality Municipal Trust
may invest up to 20% of its assets in California municipal securities believed,
at the time of investment, by the Adviser to have credit characteristics
equivalent to, and to be of comparable quality as, California municipal
securities that are rated investment grade. If the Reorganizations are approved,
the Acquiring Fund will adopt the foregoing non-fundamental investment policy.
The Acquiring Fund may therefore be more dependent on the Adviser's
15
investment analysis of unrated California municipal securities than is the case
with respect to rated California municipal securities.
INCOME RISK
The income shareholders receive from their Fund is based primarily on interest
rates, which can vary widely over the short- and long-term. If interest rates
drop, the income from the Funds may drop as well.
NONPAYMENT RISK
Although substantially all of the California municipal securities in which the
Funds invest are rated investment grade at the time of investment, California
municipal securities, like other debt obligations, are subject to the risk of
nonpayment. The ability of issuers of California municipal securities to make
timely payments of interest and principal may be adversely impacted in general
economic downturns and as relative governmental cost burdens are allocated and
reallocated among federal, state and local governmental units. Such nonpayment
would result in a reduction of income to a Fund and could result in a reduction
in the value of the California municipal security experiencing nonpayment and a
potential decrease in the net asset value of the Fund.
CALL RISK
If interest rates fall, it is possible that issuers of securities with high
interest rates will prepay or "call" their securities before their maturity
dates. In this event, the proceeds from the called securities would likely be
reinvested by the Funds in securities bearing the new, lower interest rates,
resulting in a possible decline in the Fund's income and distributions to
shareholders.
RISKS OF USING STRATEGIC TRANSACTIONS
Each Fund may engage in certain transactions ("Strategic Transactions")
designed to, among other things, reduce its exposure to interest rate movements.
For example, each Fund may purchase and sell exchange-listed and over-the-
counter put and call options on securities, financial futures and other
financial instruments, purchase and sell financial futures contracts and enter
into various interest rate transactions such as swaps, caps, floors or collars.
If a Fund incorrectly forecasts market values, interest rates or other factors,
that Fund's performance could suffer as a result of its Strategic Transactions.
Each Fund also may suffer a loss if the other party to the Strategic Transaction
fails to meet its obligations. The Funds are not required to use Strategic
Transactions and may choose not to do so.
16
MANAGER RISK
As with any managed fund, the Funds' investment adviser may not be successful
in selecting the best-performing securities or investment techniques, and the
Funds' performance may lag behind that of similar funds.
MARKET DISCOUNT RISK
Whether investors will realize gains or losses upon the sale of shares of the
Funds will depend upon the market price of the shares at the time of original
purchase and subsequent sale, which may be less or more than the Funds' net
asset value per share. Since the market price of the shares will be affected by
such factors as the relative demand for and supply of the shares in the market,
general market and economic conditions and other factors beyond the control of
the Funds, the Funds cannot predict whether shares of the Funds will trade at,
below or above net asset value. Shares of closed-end funds often trade at a
discount to their net asset values, and the Funds' shares may trade at such a
discount.
LEVERAGE RISK
Use of leverage, through the issuance of preferred shares, involves certain
risks to holders of common shares of the Funds. For example, each Fund's
issuance of preferred shares may result in higher volatility of the net asset
value of its common shares and potentially more volatility in the market value
of its common shares. In addition, changes in the short-term and medium-term
dividend rates on, and the amount of taxable income allocable to, the preferred
shares of a Fund will affect the yield to holders of common shares of the Fund.
In certain circumstances, when a Fund is required to allocate taxable income to
holders of its preferred shares, the Fund may be required to make an additional
distribution to such holders in an amount approximately equal to the tax
liability resulting from the allocation (an "Additional Dividend"). Leverage
will allow holders of each Fund's common shares to realize a higher current rate
of return than if the Fund were not leveraged as long as the Fund, while
accounting for its costs and operating expenses, is able to realize a higher net
return on its investment portfolio than the then-current dividend rate (and any
Additional Dividend) paid on its preferred shares. Similarly, since a pro rata
portion of each Fund's net realized capital gains is generally payable to
holders of the Fund's common shares, the use of leverage will increase the
amount of such gains distributed to holders of the Fund's common shares.
However, short-term, medium-term and long-term interest rates change from time
to time as do their relationships to each other (i.e., the slope of the yield
curve) depending upon such factors as supply and demand forces, monetary and tax
policies and investor expectations. Changes in any or all of such factors could
cause the relationship between short-term, medium-term and long-term rates to
change (i.e., to flatten or to invert the slope of the yield curve) so that
short-term and medium-term rates
17
may substantially increase relative to the long-term obligations in which each
Fund may be invested. To the extent that the current dividend rate (and any
Additional Dividend) on a Fund's preferred shares approaches the net return on
the Fund's investment portfolio, the benefit of leverage to holders of common
shares of the Fund will be decreased. If the current dividend rate (and any
Additional Dividend) on the preferred shares were to exceed the net return on a
Fund's portfolio, holders of common shares of the Fund would receive a lower
rate of return than if the Fund were not leveraged. Similarly, since both the
costs of issuing preferred shares and any decline in the value of a Fund's
investments (including investments purchased with the proceeds from any
preferred shares offering) will be borne entirely by holders of the Fund's
common shares, the effect of leverage in a declining market would result in a
greater decrease in net asset value to holders of common shares than if the Fund
were not leveraged. If a Fund is liquidated, holders of that Fund's preferred
shares will be entitled to receive liquidating distributions before any
distribution is made to holders of common shares of the Fund.
In an extreme case, a decline in net asset value could affect a Fund's ability
to pay dividends on its common shares. Failure to make such dividend payments
could adversely affect the Fund's qualification as a regulated investment
company under the federal tax laws. However, each Fund intends to take all
measures necessary to make required common share dividend payments. If a Fund's
current investment income is ever insufficient to meet dividend payments on
either its common shares or its preferred shares, the Fund may have to liquidate
certain of its investments. In addition, each Fund has the authority to redeem
its preferred shares for any reason and may be required to redeem all or part of
its preferred shares in the following circumstances:
- if the asset coverage for the preferred shares declines below 200%, either
as a result of a decline in the value of the Fund's portfolio investments or
as a result of the repurchase of common shares in tender offers or
otherwise, or
- in order to maintain the asset coverage guidelines established by Moody's
and S&P in rating the preferred shares.
Redemption of the preferred shares or insufficient investment income to make
dividend payments, may reduce the net asset value of a Fund's common shares and
require the Fund to liquidate a portion of its investments at a time when it may
be disadvantageous to do so.
ANTI-TAKEOVER PROVISIONS
The Declaration of Trust of each of the Funds (in each case, the "Declaration
of Trust") includes provisions that could limit the ability of other entities or
persons to acquire control of that Fund or to change the composition of its
Board of Trustees. Such provisions could limit the ability of shareholders to
sell their shares at a
18
premium over prevailing market prices by discouraging a third party from seeking
to obtain control of either Fund.
SPECIAL RISKS RELATED TO PREFERRED SHARES
AUCTION RISK. The dividend rate for the preferred shares of California
Municipal Trust is set using a remarketing process. The dividend rate for the
preferred shares of the other Funds, including the Acquiring Fund, normally is
set through an auction process. These preferred shares are referred to as
"auction preferred shares." In the auction, preferred shareholders may indicate
the dividend rate at which they would be willing to hold or sell their auction
preferred shares or purchase additional shares. An auction fails if there are
more auction preferred shares offered for sale than there are buyers, in which
case preferred shareholders may not be able to sell their shares. Also, if
preferred shareholders place bids to retain shares at an auction only at a
specified dividend rate and that rate exceeds the rate set at the auction, they
will not retain their shares. Additionally, if preferred shareholders buy
auction preferred shares or elect to retain shares without specifying a dividend
rate below which they would not wish to buy or continue to hold those shares,
they could receive a lower rate of return on their APS than the market rate.
Finally, the dividend period for the auction preferred shares may be changed by
the Funds, subject to certain conditions, including notice to preferred
shareholders, which could also affect the liquidity of an investment in those
shares.
SECONDARY MARKET RISK. Broker-dealers may maintain a secondary trading market
in the preferred shares outside of auctions or remarketings, as applicable;
however, they are not obligated to do so and there can be no assurance that such
a secondary market will develop or, if it does develop, that it will provide
preferred shareholders with a liquid trading market. It may not be possible to
sell preferred shares between auctions or remarketings, as applicable, or it may
only be possible to sell them for a price less than their liquidation preference
plus any accumulated dividends. An increase in the level of interest rates
likely will have an adverse effect on the secondary market price of the
preferred shares. APS may only be transferred outside of auctions to or through
broker-dealers or other persons as the Funds permits.
RATINGS AND ASSET COVERAGE RISKS. Although the preferred shares have been
rated "Aaa" by Moody's and "AAA" by S&P, such ratings do not eliminate or
necessarily mitigate the risks of investing in preferred shares. Moody's or S&P
could downgrade its rating of the preferred shares or withdraw its rating at any
time,
19
which may make the preferred shares less liquid at an auction or in the
secondary market. If the Funds fail to satisfy their asset coverage ratios, they
will be required to redeem a sufficient number of preferred shares in order to
return to compliance with the asset coverage ratios. The Funds may voluntarily
redeem preferred shares under certain circumstances in order to meet asset
coverage tests.
COMPARISON OF THE FUNDS
INVESTMENT OBJECTIVES AND POLICIES
The Funds have the same investment objective and substantially similar
investment policies. Each Fund seeks to provide common shareholders with a high
level of current income exempt from federal and California income tax,
consistent with preservation of capital. Under normal market conditions, each
Fund invests at least 80% of its assets in California municipal securities.
Under normal market conditions, each Fund invests substantially all of its
assets in California municipal securities rated investment grade at the time of
investment. Investment grade rated securities are rated BBB or higher by S&P or
Baa or higher by Moody's (or comparably rated by any other nationally recognized
statistical rating organization) in the case of long-term obligations, and have
equivalent ratings in the case of short-term obligations. Securities rated BBB
by S&P are regarded by S&P as having an adequate capacity to pay interest and
repay principal. Securities rated Baa by Moody's are considered by Moody's as
medium-grade obligations which lack outstanding investment characteristics and
in fact have speculative characteristics as well.
California Quality Municipal Trust may invest up to 20% of its assets in
California municipal securities believed, at the time of investment, by the
Adviser to have credit characteristics equivalent to, and to be of comparable
quality as, California municipal securities that are rated investment grade. If
the Reorganizations are approved, the Acquiring Fund will adopt the foregoing
non-fundamental investment policy.
The foregoing policies with respect to credit quality of portfolio investments
apply only at the time of purchase of a security, and the Funds are not required
to dispose of a security in the event that S&P or Moody's (or any other
nationally recognized statistical rating organization) downgrades its assessment
of the credit characteristics of a particular issuer. In determining whether a
Fund will retain or sell such a security, the Adviser may consider such factors
as the Adviser's assessment of the credit quality of the issuer of such
security, the price at which such security could be sold and the rating, if any,
assigned to such security by other nationally recognized statistical rating
organizations.
20
Each Fund may invest in municipal securities subject to the alternative
minimum tax provisions of federal tax law. California Municipal Trust may invest
up to 20% of its total assets in municipal securities subject to the alternative
minimum tax. The Acquiring Fund, California Quality Municipal Trust and Trust
for Investment Grade California Municipals have not established any limit on the
percentage of their portfolios that may be invested in municipal securities
subject to the alternative minimum tax provisions of federal tax law, and a
substantial portion of the income produced by these Funds may be taxable under
the alternative minimum tax. The Funds may not be suitable investments for
investors who are already subject to the federal alternative minimum tax or who
would become subject to the federal alternative minimum tax as a result of an
investment in the Funds.
Each Fund may engage in certain hedging transactions and may purchase and sell
put and call options on municipal securities and municipal securities indices.
Such transactions are not treated as investments in municipal securities for the
purpose of each Fund's policy of investing 80% of its total assets in municipal
securities.
CALIFORNIA MUNICIPAL SECURITIES. Municipal securities are obligations issued
by or on behalf of states, certain territories and possessions of the United
States and the District of Columbia and their political subdivisions, agencies
and instrumentalities, the interest on which is, in the opinion of bond counsel
or other counsel to the issuer of such securities, at the time of issuance, not
includable in gross income for regular federal income tax purposes. California
municipal securities are municipal securities, the interest on which is, in the
opinion of bond counsel or other counsel to the issuer of such securities, at
the time of issuance, exempt from California personal income tax. Under normal
market conditions, at least 80% of each Fund's net assets are invested in
California municipal securities.
The two principal classifications of municipal securities are "general
obligation" securities and "revenue" securities. "General obligation" securities
are secured by the issuer's pledge of its faith, credit and taxing power for the
payment of principal and interest. "Revenue" securities are usually payable only
from the revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special excise tax or other specific
revenue source. Industrial development bonds are usually revenue securities, the
credit quality of which is normally directly related to the credit standing of
the industrial user involved.
Within these principal classifications of municipal securities, there are a
variety of categories of municipal securities, including fixed and variable rate
securities, municipal bonds, municipal notes, municipal leases, custodial
receipts, participation certificates and municipal securities the terms of which
include elements of, or are similar in effect to, certain Strategic Transactions
in which the Funds may engage. Variable rate securities bear rates of interest
that are adjusted periodically according to formulae intended to reflect market
rates of interest and include securities whose rates vary inversely with changes
in market rates of interest. None of the
21
Funds may invest more than 15% of its total assets in municipal securities whose
rates vary inversely with changes in market rates of interest. Municipal notes
include tax, revenue and bond anticipation notes of short maturity, generally
less than three years, which are issued to obtain temporary funds for various
public purposes. Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities. Certain municipal lease obligations may include "nonappropriation"
clauses which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated for
such purpose on a yearly basis. Custodial receipts are underwritten by
securities dealers or banks and evidence ownership of future interest payments,
principal payments or both on certain municipal securities. Participation
certificates are obligations issued by state and local governments or
authorities to finance the acquisition of equipment and facilities. They may
represent participations in a lease, an installment purchase contract, or a
conditional sales contract. Municipal securities may not be backed by the faith,
credit and taxing power of the issuer. The Funds may also invest in California
municipal securities backed by original issue insurance or secondary market
insurance (collectively, "insurance").
The Funds do not generally invest 25% or more of their respective total assets
in any one industry. Governmental issuers of California municipal securities are
not considered part of any "industry" and one accordingly not subject to this
25% limitation. However, California municipal securities backed only by the
assets and revenues of non-governmental users may for this purpose be deemed to
be issued by such non-governmental users, and the 25% limitation would apply to
such obligations.
Each Fund may invest in California municipal securities backed by insurance.
The credit rating assigned by Moody's or S&P (or any other nationally recognized
statistical rating organization) to California municipal securities covered by
insurance ordinarily will be based, at least in part, on such insurance.
Although the Adviser periodically reviews the financial condition of insurers,
there can be no assurance that the insurers will be able to honor their
obligations in all circumstances. In the event of a default by an insurer on its
obligations with respect to any California municipal securities in a Fund's
portfolio, the Fund would look to the issuer or guarantor of such California
municipal securities for payments of principal and interest and such issuer or
any guarantor may not be rated investment grade. Alternatively, the Fund could
elect to dispose of such California municipal securities; however, the market
prices for such California municipal securities may be lower than the Fund's
purchase price for them and the Fund could sustain a capital loss as a result.
The amount of available information about the financial condition of
California municipal securities issuers may be less extensive than that for
corporate issuers
22
with publicly traded securities. California municipal securities in which the
Funds may each invest include special obligation bonds, lease obligations,
participation certificates, variable rate instruments and California municipal
securities the terms of which include elements of, or are similar in effect to,
certain Strategic Transactions in which the Funds may engage. Certain of these
instruments represent relatively recent innovations in the municipal securities
markets. While the markets for such recent innovations progress through stages
of development, such markets may be less liquid than more fully developed
markets for municipal securities. Liquidity relates to the ability of a Fund to
sell a security in a timely manner at a price which reflects the value of that
security. Although it is generally the policy of the Funds to hold California
municipal securities until their maturity, the relative illiquidity of some of a
Fund's portfolio securities may adversely affect the ability of the Fund to
dispose of such securities in a timely manner and at a fair price.
TEMPORARY DEFENSIVE STRATEGIES. At times, the Adviser may judge that
conditions in the markets for California municipal securities make pursuing a
Fund's basic investment strategy inconsistent with the best interests of its
shareholders. At such times the Adviser may use alternative strategies,
primarily designed to reduce fluctuations in the value of such Fund's assets. In
implementing these "defensive" strategies, a Fund may invest to a substantial
degree in other investment grade municipal securities, including liquid,
high-quality, short-term municipal securities. If these other municipal
securities are not available or, in the Adviser's judgment, do not afford
sufficient protection against adverse market conditions, the Fund may invest in
investment grade taxable securities. To the extent that the Fund invests in
taxable securities for temporary defensive purposes, the Fund will not be
invested in a manner primarily designed to achieve its investment objective of
seeking to provide common shareholders with a high level of current income
exempt from federal and California income tax.
OTHER INVESTMENT PRACTICES AND POLICIES
In connection with the investment objective and policies described above, each
Fund may, but is not required to, utilize various other investment strategies as
described below to earn income, to facilitate portfolio management and to
mitigate risk. Such strategies are generally accepted by modern portfolio
managers and are regularly utilized by many investment companies and other
institutional investors. These investment practices entail risks. Although the
Adviser believes that these investment practices may further the Funds'
respective investment objectives, no assurance can be given that these
investment practices will achieve this result.
STRATEGIC TRANSACTIONS. Each Fund may engage in certain Strategic Transactions
to attempt to protect against possible changes in the market value of securities
held in or to be purchased for its portfolio resulting from securities markets
fluctuations, to protect unrealized gains in the value of its portfolio
securities, to facilitate the
23
sale of such securities for investment purposes, to manage the effective
maturity or duration of its portfolio, or to establish a position in the
derivatives markets as a temporary substitute for purchasing or selling
particular securities. The Acquiring Fund may use Strategic Transactions to
enhance potential gain, although no more than 5% of the Fund's assets may be
committed to Strategic Transactions for non-hedging purposes. Any or all of
these investment techniques may be used at any time and there is no particular
strategy that dictates the use of one technique rather than another, as use of
any Strategic Transaction is a function of numerous variables, including market
conditions. The ability of a Fund to utilize these Strategic Transactions
successfully depends on the Adviser's ability to predict pertinent market
movements, which cannot be assured. Each Fund complies with applicable
regulatory requirements when implementing these strategies, techniques and
instruments.
Strategic Transactions have risks associated with them, including possible
default by the other party to the transaction, liquidity and, to the extent the
Adviser's view as to certain market movements is incorrect, the risk that the
use of such Strategic Transactions could result in losses greater than if they
had not been used. Use of put and call options may result in losses to a Fund,
force the sale of portfolio securities at inopportune times or for prices other
than at current market values, limit the amount of appreciation a Fund can
realize on its investments or cause a Fund to hold a security it might otherwise
sell. The use of options and futures transactions entails certain other risks.
In particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of a
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of the Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction without incurring substantial
losses, if at all. Although the contemplated use of these futures contracts and
options thereon should tend to minimize the risk of loss due to a decline in the
value of the hedged position, at the same time they tend to limit any potential
gain which might result from an increase in value of such position. Finally, the
daily variation margin requirements for futures contracts and the sale of
options thereon would create, a greater ongoing potential financial risk than
would purchases of options, where the exposure is limited to the cost of the
initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized. Income earned or gains realized or deemed to
be earned or realized, if any, by a Fund from engaging in Strategic Transactions
generally will be taxable income of the Fund. Such income is allocated to both
the common shares and the preferred shares of a Fund on a pro rata basis.
24
Under normal market conditions, a Fund will engage in Strategic Transactions,
if at all, only to the extent that its common shares will not become subject to
the California gross income tax as a result thereof. Under existing California
law, shares of a Fund will not be subject to the California gross income tax for
any year if, at the close of each quarter of such calendar year, the Fund's
portfolio consisted solely of (1) notes, bonds and other obligations issued by
the State of California or its municipalities, counties, and other taxing
districts, or by the United States Government and its agencies, or by the
governments of Puerto Rico, Guam or the U.S. Virgin Islands, or (2) any other
obligations which result in gross income exempt from the California gross income
tax.
"WHEN-ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. Each Fund may also purchase
and sell municipal securities on a "when-issued" and "delayed delivery" basis.
No income accrues to a Fund on municipal securities in connection with such
transactions prior to the date the Fund actually takes delivery of such
securities. These transactions are subject to market fluctuation; the value of
the municipal securities at delivery may be more or less than their purchase
price, and yields generally available on municipal securities when delivery
occurs may be higher than yields on the municipal securities obtained pursuant
to such transactions. Because the Fund engaging in such transactions relies on
the buyer or seller, as the case may be, to consummate the transaction, failure
by the other party to complete the transaction may result in the Fund missing
the opportunity of obtaining a price or yield considered to be advantageous.
INVESTMENT RESTRICTIONS
Each Fund's investment objective, each Fund's investment policy with respect
to investing at least 80% of its total assets in California municipal securities
and the following investment restrictions are fundamental and cannot be changed
without the approval of the holders of a majority of the Fund's outstanding
voting securities (defined in the 1940 Act as the lesser of (i) more than 50% of
the Fund's outstanding common shares and of its outstanding preferred shares,
voting by class, present at a meeting at which the holders of more than 50% of
the outstanding shares of each such class are present in person or by proxy).
All other investment policies or practices are considered by the Funds not to be
fundamental and accordingly may be changed without shareholder approval. If a
percentage restriction on investment or use of assets set forth below is adhered
to at the time a transaction is effected, later changes in percentage resulting
from changing market values will not be considered a deviation from policy.
California Municipal Trust may not:
1. With respect to 75% of its total assets, purchase any securities (other
than tax-exempt obligations guaranteed by the United States Government or
by its agencies or instrumentalities), if as a result more than 5% of the
Fund's
25
total assets would then be invested in securities of a single issuer or if
as a result the Fund would hold more than 10% of the outstanding voting
securities of any single issuer.
2. Invest more than 25% of its assets in a single industry; however, the Fund
may from time to time invest more than 25% of its assets in a particular
segment of the municipal securities market.
3. Issue senior securities, as defined in the 1940 Act, other than preferred
shares of beneficial interest, except to the extent such issuance might be
involved with borrowings described under subparagraph (4) below or with
respect to Strategic Transactions.
4. Borrow money, except for temporary or emergency purposes from banks or for
repurchase of its shares, and then only in an amount not exceeding one-
third of the Fund's total assets, including the amount borrowed. The Fund
will not mortgage, pledge or hypothecate any assets except in connection
with a borrowing. The Fund will not purchase portfolio securities during
any period in which such borrowings exceed 5% of the total asset value of
the Fund. Notwithstanding this investment restriction, the Fund may enter
into "when issued" and "delayed delivery" transactions.
5. Make loans of money or property to any person, except to the extent the
tax-exempt obligations in which the Fund may invest are considered to be
loans.
6. Buy any securities "on margin." Neither the deposit of initial or
variation margin in connection with Strategic Transactions nor short-term
credits as may be necessary for the clearance of transactions is
considered the purchase of a security on margin.
7. Sell any securities "short," write, purchase or sell puts, calls or
combinations thereof, or purchase or sell financial futures or options,
except in connection with Strategic Transactions.
8. Act as an underwriter of securities, except to the extent the Fund may be
deemed to be an underwriter in connection with the sale of securities held
in its portfolio.
9. Make investments for the purpose of exercising control or participation in
management.
10. Invest in securities of other investment companies, except as part of a
merger, consolidation or other acquisition.
11. Invest in equity interests in oil, gas or other mineral exploration or
development programs.
26
12. Purchase or sell real estate, commodities or commodity contracts, except
to the extent the municipal securities in which the Fund may invest are
considered to be interests in real estate and except to the extent that
the Strategic Transactions in which the Fund may invest are considered to
be commodities or commodities contracts.
13. Invest in illiquid investments, including securities which are subject to
legal or contractual restrictions on resale or for which there is no
readily available market (e.g., trading to the securities is suspended or,
in the case of unlisted securities, market makers do not exist or will not
entertain bids or offers), if more than 33 1/3% of the Fund's assets
(taken at market value) would be invested in such securities.
The Acquiring Fund, California Quality Municipal Trust and Trust for Investment
Grade California Municipals have the same investment restrictions as California
Municipal Trust, except with respect to the following investment restrictions
(which correspond to the investment restrictions listed above):
4. This investment restriction is the same for all Funds, except the
Acquiring Fund will not mortgage, pledge or hypothecate any assets except
in connection with a borrowing or a Strategic Transaction.
5. Make loans of money or property to any person, except to the extent the
securities in which the Fund may invest are considered to be loans and
except that the Fund may lend money or property in connection with
maintenance of the value of or the Fund's interest with respect to the
securities owned by the Fund.
10. Invest in securities of other investment companies in an amount exceeding
the limitations set forth in the 1940 Act and the rules thereunder, except
as part of a merger, consolidation or other acquisition.
11. Invest in equity interests in oil, gas or other mineral exploration or
development programs except pursuant to the exercise by the Fund of its
rights under agreements relating to municipal securities.
12. Purchase or sell real estate, commodities or commodity contracts, except
to the extent the municipal securities the Fund may invest in are
considered to be interests in real estate, commodities or commodity
contracts or to the extent the Fund exercises its rights under agreements
relating to such municipal securities (in which case the Fund may
liquidate real estate acquired as a result of a default on a mortgage),
and except to the extent that the Strategic Transactions the Fund may
invest in are considered to be commodities or commodities contracts.
13. The Acquiring Fund, California Quality Municipal Trust and Trust for
Investment Grade California Municipals do not have this investment
restriction.
27
MANAGEMENT OF THE FUNDS
THE BOARDS. The Board of each Fund is responsible for the overall supervision
of the operations of its respective Fund and performs the various duties imposed
on trustees of investment companies by the 1940 Act and under applicable state
law.
THE ADVISER. The investment adviser for each Fund is Van Kampen Asset
Management. The Adviser is a wholly owned subsidiary of Van Kampen Investments
Inc. ("Van Kampen Investments"). Van Kampen Investments is a diversified asset
management company that administers more than three million retail investor
accounts, has extensive capabilities for managing institutional portfolios and
has more than $ under management or supervision as of , 2005. Van
Kampen Investments has over 40 open-end funds, more than 30 closed-end funds and
more than 2,700 unit investment trusts that are distributed by authorized
dealers nationwide. Van Kampen Investments is an indirect wholly owned
subsidiary of Morgan Stanley, a preeminent global financial services firm that
maintains leading market positions in each of its three primary businesses:
securities, asset management and credit services. Morgan Stanley is a full
service securities firm engaged in securities trading and brokerage activities,
investment banking, research and analysis, financing and financial advisory
services. The principal business address of the Adviser and Van Kampen
Investments is 1221 Avenue of the Americas, New York, New York 10020.
Pursuant to separate investment advisory agreements between each Fund and the
Adviser, each Fund pays the Adviser a monthly fee at the annual rate of 0.55% of
such Fund's average daily net assets, including assets attributable to its
preferred shares. Subsequent to the Reorganizations, the Adviser will continue
to receive compensation at the rate of 0.55% of the average daily net assets,
including assets attributable to preferred shares, of the combined fund.
PORTFOLIO MANAGEMENT. Each Fund's portfolio is managed by the Adviser's
Municipal Fixed Income team. The team is made up of established investment
professionals. Current members of the team include Joseph A. Piraro, Executive
Director; Robert Wimmel, Vice President; and John R. Reynoldson, Executive
Director.
Mr. Piraro has worked for the Adviser since and began managing the Funds
in . Mr. Wimmel has worked for the Adviser since and began managing the
Funds in . Mr. Reynoldson has worked for the Adviser since and began
managing the Funds in .
Mr. Piraro is the lead portfolio manager of each Fund. Mssrs. Wimmel and
Reynoldson are co-portfolio managers. Members of the team collaborate to manage
the assets of each Fund.
The Reorganization Statement of Additional Information provides additional
information about the portfolio managers' compensation, other accounts managed
28
by the portfolio managers and the portfolio managers' ownership of securities in
the Acquiring Fund.
PORTFOLIO TRANSACTIONS WITH AFFILIATES. The Adviser may place portfolio
transactions, to the extent permitted by law, with brokerage firms affiliated
with the Funds and the Adviser and with brokerage firms participating in the
distribution of the Funds' shares if it reasonably believes that the quality of
execution and the commission are comparable to that available from other
qualified firms.
LEGAL PROCEEDINGS. The Adviser, certain affiliates of the Adviser, and certain
investment companies advised by the Adviser or its affiliates, including the
Fund, were named as defendants in a number of similar class action complaints
which were consolidated. The consolidated amended complaint also names as
defendants certain individual trustees and directors of certain investment
companies advised by affiliates of the Adviser; the complaint does not, however,
name the individual trustees of any Van Kampen funds. The complaint generally
alleges that defendants violated their statutory disclosure obligations and
fiduciary duties by failing properly to disclose (i) that the Adviser and
certain affiliates of the Adviser allegedly offered economic incentives to
brokers and others to steer investors to the funds advised by the Adviser or its
affiliates rather than funds managed by other companies, and (ii) that the funds
advised by the Adviser or its affiliates, including the Fund, allegedly paid
excessive commissions to brokers in return for their alleged efforts to steer
investors to these funds. The complaint seeks, among other things, unspecified
compensatory damages, rescissionary damages, fees and costs. The defendants have
moved to dismiss this action and otherwise intend to defend it vigorously. While
the defendants believe that they have meritorious defenses, the ultimate outcome
of this matter is not presently determinable at this early stage of litigation.
The Adviser and certain affiliates of the Adviser are also named as defendants
in a derivative suit which additionally names as defendants individual trustees
of certain Van Kampen funds; the named investment companies, including the Fund,
are listed as nominal defendants. The complaint alleges that defendants caused
the Van Kampen funds to pay economic incentives to a proprietary sales force to
promote the sale of proprietary mutual funds. The complaint also alleges that
the Van Kampen funds paid excessive commissions to Morgan Stanley and its
affiliates in connection with the sales of the funds. The complaint seeks, among
other things, the removal of the current trustees of the funds, rescission of
the management contracts for the funds, disgorgement of profits by Morgan
Stanley and its affiliates and monetary damages. This complaint has been
coordinated with the action described in the preceding paragraph. This action is
currently stayed until the later of (i) a ruling on the motion to dismiss the
action described in the preceding paragraph or (ii) a ruling on a motion to
dismiss the anticipated claims described in the next paragraph. While the
defendants believe that they have meritorious
29
defenses, the ultimate outcome of this matter is not presently determinable at
this early stage of litigation.
The plaintiff in the action described in the preceding paragraph intends to
initiate a new derivative action against the same defendants alleging that the
defendants failed to detect and/or prevent market timing and late trading in the
Van Kampen funds by third parties. The defendants expect to move to dismiss this
new action and believe that they will have meritorious defenses to the claims
alleged.
The Adviser and one of the investment companies advised by the Adviser are
named as defendants in a class action complaint generally alleging that the
defendants breached their duties of care to long-term shareholders of the
investment company by valuing portfolio securities at the closing prices of the
foreign exchanges on which they trade without accounting for significant market
information that became available after the close of the foreign exchanges but
before calculation of net asset value. As a result, the complaint alleges,
short-term traders were able to exploit stale pricing information to capture
arbitrage profits that diluted the value of shares held by long-term investors.
The complaint seeks unspecified compensatory damages, punitive damages, fees and
costs. Defendants have appealed an order of the federal court remanding this
case to state court. The federal appeals court has issued a stay of discovery in
the state court during pendency of the appeal. Prior to the issuance of the
stay, the state court denied defendants' motion to dismiss. While the defendants
believe that they have meritorious defenses, the ultimate outcome of this matter
is not presently determinable at this early stage of litigation.
The Adviser and the individual trustees of certain Van Kampen funds are named
as defendants in a recently filed class action complaint that alleges that the
defendants breached various fiduciary and statutory duties to investors by
failing to ensure that the funds participated in securities class action
settlements involving securities held in the funds' portfolios. The complaint
seeks, among other things, compensatory and punitive damages. None of the funds
are named as defendants, and no claims are asserted against them. The defendants
expect to move to dismiss the complaint and believe that they have meritorious
defenses.
OTHER SERVICE PROVIDERS
THE ADMINISTRATOR. Van Kampen Investments Inc. (or an affiliate) serves as
administrator (the "Administrator") to California Quality Municipal Trust, Trust
for Investment Grade California Municipals and the Acquiring Fund. The principal
business address of the Administrator is 1221 Avenue of the Americas, New York,
New York 10020. The administrative services provided by the Administrator
include record keeping and reporting responsibilities with respect to each such
Fund's portfolio and preferred shares and providing certain services to
shareholders. Prior to June 1, 2004, each such Fund paid the Administrator a
monthly administrative fee at
30
the annual rate of 0.05% of the average daily net assets of such Fund. Effective
June 1, 2004, the administrative fee was reduced from 0.05% to 0.00%. Subsequent
to the Reorganizations, the Administrator will continue to provide
administrative services to the combined fund at the reduced rate. California
Municipal Trust does not have an administrator.
CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust Company, P.O. Box
43011, Providence, Rhode Island, 02940-3011, is the custodian, transfer agent,
dividend paying agent and registrar for the common shares of each of the Funds.
Merrill Lynch, , is the transfer agent, registrar and remarketing
agent for the preferred shares of California Municipal Trust. Deutsche Bank,
, is the transfer agent, registrar and auction agent for the
preferred shares of California Quality Municipal Trust, Trust for Investment
Grade Municipals and the Acquiring Fund.
CAPITALIZATION
The Board of Trustees of each Fund may authorize separate classes of shares
together with such designation of preferences, rights, voting powers,
restrictions, limitations, qualifications or terms as may be determined from
time to time by the trustees, The table below sets forth the capitalization of
the Target Funds and the Acquiring Fund as of October 31, 2004, and the pro
forma capitalization of the combined fund as if the Reorganizations had occurred
on that date.
31
CAPITALIZATION AS OF OCTOBER 31, 2004 (UNAUDITED)
(AMOUNTS IN THOUSANDS)
<Table>
<Caption>
ACTUAL
------------------------------------------------
TRUST FOR
CALIFORNIA INVESTMENT
CALIFORNIA QUALITY GRADE PRO FORMA
MUNICIPAL MUNICIPAL CALIFORNIA ACQUIRING ACQUIRING
TRUST TRUST MUNICIPALS FUND FUND
---------- ---------- ---------- --------- ---------
NET ASSETS CONSIST OF:
Common Shares
($.01 par value)*...... $ 33 $ 97 $ 47 $ 60 $ 224
Paid in surplus.......... 29,564 143,486 68,746 88,813 330,622
Net unrealized
appreciation........... 4,619 20,774 7,554 12,405 45,352
Accumulated undistributed
net investment
income................. 202 1,304 335 594 2,435
Accumulated net realized
loss................... (3) 406 26 563 992
NET ASSETS APPLICABLE TO
COMMON SHARES.......... 34,415 166,067 76,708 102,435 379,106
PREFERRED SHARES ($.01
par value, with
liquidation preference
of $50,000, $25,000,
$25,000, $25,000 and
$25,000,
respectively)*......... 20,000 75,000 45,000 60,000 200,000
NET ASSETS INCLUDING
PREFERRED SHARES....... 54,415 241,067 121,708 162,435 579,106
</Table>
- ---------------
* Based on the number of outstanding shares listed in "Outstanding Securities of
the Funds" table below.
32
OUTSTANDING SECURITIES OF THE TARGET FUNDS AND THE ACQUIRING FUND
AS OF OCTOBER 31, 2004
<Table>
<Caption>
AMOUNT
OUTSTANDING
AMOUNT HELD EXCLUSIVE OF
BY FUND FOR AMOUNT SHOWN
AMOUNT ITS OWN IN PREVIOUS
TITLE OF CLASS AUTHORIZED ACCOUNT COLUMN
- -------------- ---------- ----------- ------------
CALIFORNIA MUNICIPAL TRUST
Common Shares................. Unlimited 0 3,258,000
Preferred Shares.............. 100,000,000 0 400
CALIFORNIA QUALITY MUNICIPAL
TRUST
Common Shares................. Unlimited 0 9,687,000
Preferred Shares.............. 100,000,000 0 3,000
TRUST FOR INVESTMENT GRADE
CALIFORNIA MUNICIPALS
Common Shares................. Unlimited 0 4,676,000
Preferred Shares.............. 100,000,000 0 1,800
ACQUIRING FUND
Common Shares................. Unlimited 0 6,043,000
Preferred Shares.............. 100,000,000 0 2,400
</Table>
ADDITIONAL INFORMATION ABOUT COMMON SHARES OF THE FUNDS
GENERAL. Common shareholders of a Fund are entitled to share equally in
dividends declared by the Fund's Board of Trustees payable to holders of the
common shares and in the net assets of the Fund available for distribution to
holders of the common shares after payment of the preferential amounts payable
to preferred shareholders. Common shareholders do not have preemptive or
conversion rights and a Fund's common shares are not redeemable. The outstanding
common shares of each Fund are fully paid and nonassessable. So long as any
preferred shares of a Fund are outstanding, holders of the Fund's common shares
will not be entitled to receive any dividends or other distributions from the
Fund unless all accumulated dividends on the Fund's outstanding preferred shares
have been paid, and unless asset coverage (as defined in the 1940 Act) with
respect to such preferred shares would be at least 200% after giving effect to
such distributions.
PURCHASE AND SALE. Purchase and sale procedures for the common shares of each
of the Funds are identical. Investors typically purchase and sell common shares
of the Funds through a registered broker-dealer on the NYSE, AMEX or CHX, as the
case may be, thereby incurring a brokerage commission set by the broker-dealer.
Alternatively, investors may purchase or sell common shares of the Funds through
privately negotiated transactions with existing shareholders.
33
COMMON SHARE PRICE DATA. The following table sets forth the high and low sales
prices for common shares of each Fund on the NYSE or AMEX, as the case may be,
for each full quarterly period within each Fund's two most recent fiscal years
and for each full fiscal quarter of the current fiscal year, along with the net
asset value and discount or premium to net asset value for each quotation.
CALIFORNIA MUNICIPAL TRUST
<Table>
<Caption>
HIGH NET ASSET PREMIUM LOW NET ASSET PREMIUM
QUARTERLY PERIOD ENDING PRICE VALUE (DISCOUNT) PRICE VALUE (DISCOUNT)
- ----------------------- ----- --------- ---------- ----- --------- ----------
December 31, 2004............... $ 9.69 $10.50 $(0.81) $ 9.05 $10.35 $(1.30)
September 30, 2004.............. $ 9.55 $10.41 $(0.86) $ 8.75 $ 9.99 $(1.24)
June 30, 2004................... $10.05 $10.54 $(0.49) $ 8.39 $ 9.78 $(1.39)
March 31, 2004.................. $10.35 $10.71 $(0.36) $ 9.97 $10.51 $(0.54)
December 31, 2003............... $10.05 $10.52 $(0.47) $ 9.69 $10.26 $(0.57)
September 30, 2003.............. $10.49 $10.74 $(0.25) $ 9.48 $10.07 $(0.59)
June 30, 2003................... $10.70 $11.03 $(0.33) $ 9.60 $10.50 $(0.90)
March 31, 2003.................. $ 9.90 $10.49 $(0.59) $ 9.50 $10.42 $(0.92)
December 31, 2002............... $10.72 $10.96 $(0.24) $ 9.47 $10.40 $(0.93)
September 30, 2002.............. $10.65 $10.79 $(0.14) $10.05 $10.37 $(0.32)
</Table>
CALIFORNIA QUALITY MUNICIPAL TRUST
<Table>
<Caption>
HIGH NET ASSET PREMIUM LOW NET ASSET PREMIUM
QUARTERLY PERIOD ENDING PRICE VALUE (DISCOUNT) PRICE VALUE (DISCOUNT)
- ----------------------- ----- --------- ---------- ----- --------- ----------
January 31, 2005................ $16.74 $17.16 $(0.42) $15.99 $16.96 $(0.97)
October 31, 2004................ $16.59 $17.16 $(0.57) $15.55 $16.67 $(1.12)
July 31, 2004................... $15.65 $16.56 $(0.91) $14.61 $16.28 $(1.67)
April 30, 2004.................. $17.30 $17.27 $ 0.03 $15.07 $16.55 $(1.48)
January 31, 2004................ $17.46 $17.21 $ 0.25 $16.37 $17.12 $(0.75)
October 31, 2003................ $16.57 $16.96 $(0.39) $16.10 $16.52 $(0.42)
July 31, 2003................... $17.80 $17.84 $(0.04) $16.00 $16.87 $(0.87)
April 30, 2003.................. $17.00 $17.32 $(0.32) $16.50 $17.08 $(0.58)
January 31, 2003................ $17.07 $17.11 $(0.04) $16.50 $17.21 $(0.71)
</Table>
34
TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS
<Table>
<Caption>
HIGH NET ASSET PREMIUM LOW NET ASSET PREMIUM
QUARTERLY PERIOD ENDING PRICE VALUE (DISCOUNT) PRICE VALUE (DISCOUNT)
- ----------------------- ----- --------- ---------- ----- --------- ----------
January 31, 2005....... $15.20 $16.36 $(1.16) $14.20 $16.24 $(2.04)
October 31, 2004....... $15.20 $16.40 $(1.20) $14.45 $15.86 $(1.41)
July 31, 2004.......... $14.50 $15.77 $(1.27) $13.55 $15.30 $(1.75)
April 30, 2004......... $17.30 $16.94 $ 0.36 $14.02 $15.78 $(1.76)
January 31, 2004....... $17.10 $16.52 $ 0.58 $15.79 $16.33 $(0.54)
October 31, 2003....... $16.10 $16.03 $ 0.07 $15.50 $15.63 $(0.13)
July 31, 2003.......... $17.45 $17.12 $ 0.33 $15.30 $15.61 $(0.31)
April 30, 2003......... $16.49 $16.68 $(0.19) $15.60 $16.15 $(0.55)
January 31, 2003....... $16.40 $16.68 $(0.28) $15.59 $16.34 $(0.75)
</Table>
ACQUIRING FUND
<Table>
<Caption>
HIGH NET ASSET PREMIUM LOW NET ASSET PREMIUM
QUARTERLY PERIOD ENDING PRICE VALUE (DISCOUNT) PRICE VALUE (DISCOUNT)
- ----------------------- ----- --------- ---------- ----- --------- ----------
January 31, 2005....... $15.50 $16.91 $(1.41) $13.76 $16.72 $(2.96)
October 31, 2004....... $15.60 $16.97 $(1.37) $14.84 $16.31 $(1.47)
July 31, 2004.......... $14.96 $16.29 $(1.33) $14.05 $15.50 $(1.45)
April 30, 2004......... $17.23 $17.58 $(0.35) $14.70 $16.13 $(1.43)
January 31, 2004....... $17.15 $17.05 $ 0.10 $16.72 $17.08 $(0.36)
October 31, 2003....... $17.25 $16.69 $ 0.56 $15.70 $16.18 $(0.48)
July 31, 2003.......... $17.07 $17.39 $(0.32) $16.01 $16.72 $(0.71)
April 30, 2003......... $16.27 $17.36 $(1.09) $15.81 $16.98 $(1.17)
January 31, 2003....... $16.35 $17.27 $(0.92) $15.70 $16.83 $(1.13)
</Table>
As of [ ,] 2005, (i) the net asset value per share for common shares
of California Municipal Trust was $[ ] and the market price per share
was $[ ], representing a [premium/discount] to net asset value of
[ ]%, (ii) the net asset value per share for common shares of California
Quality Municipal Trust was $[ ] and the market price per share was
$[ ], representing a [premium/discount] to net asset value of [ ]%,
(iii) the net asset value per share for common shares of Trust for Investment
Grade California Municipals was $[ ] and the market price per share was
$[ ], representing a [premium/discount] to net asset value of [ ]%,
and (iv) the net asset value per share for Acquiring Fund Common Shares was
$[ ] and the market price per share was $[ ], representing a
[premium/discount] to net asset value of [ ]%.
Common shares of each of the Funds have historically traded at both a premium
and a discount to net asset value . In order to reduce or eliminate a market
value
35
discount from net asset value, the Board of Trustees of each Fund may, subject
to the terms and conditions of its preferred shares, authorize that Fund from
time to time to repurchase the common shares in the open market or to tender for
the common shares at net asset value. The Board of Trustees of each Fund, in
consultation with the Adviser, will review on a quarterly basis the possibility
of open market repurchases and/or tender offers for the common shares. Subject
to its borrowing restrictions, each Fund may incur debt to finance such
repurchases, which entails risks. The ability of a Fund to enter into tender
offers and the common share repurchases may be limited by the 1940 Act asset
coverage requirements and any additional asset coverage requirements which may
be imposed by a rating agency in connection with any rating of the preferred
shares. No assurance can be given that the Board of Trustees of either Fund
will, in fact, authorize that Fund to undertake such repurchases and/or tender
offers or that, if undertaken, such actions would result in the common shares
trading at a price which is equal or close to net asset value.
DIVIDENDS AND DISTRIBUTIONS. The Funds' current policies with respect to
dividends and distributions relating to their common shares are identical. It is
each Fund's present policy, which may be changed by its Board of Trustees, to
make monthly distributions to holders of its common shares of substantially all
of the Fund's net investment income remaining after the payment of dividends on
any outstanding preferred shares. Net income of each Fund consists of all
interest income accrued on portfolio assets less all expenses of the Fund. Under
current federal tax law, California Municipal Trust may allocate net capital
gains and other taxable income, if any, received by the Fund to its common
shares, allowing the Fund to pay dividends on its preferred shares that qualify
in their entirety as tax-exempt distributions. However, the other Funds,
including the Acquiring Fund, are required to allocate net capital gains and
other taxable income, if any, received between their common shares and preferred
shares on a pro rata basis in the year for which such capital gains and other
income is realized.
Expenses of each Fund are accrued each day. Net realized capital gains, if
any, are expected to be distributed to shareholders at least once a year. While
there are any preferred shares outstanding, the Funds may not declare any cash
dividend or other distribution on their common shares, unless at the time of
such declaration, (1) all accrued preferred share dividends have been paid and
(2) the value of the Funds' total assets (determined after deducting the amount
of such dividend or other distribution), less all liabilities and indebtedness
of the Funds, is at least 200% (as required by the 1940 Act) of the liquidation
value of the outstanding preferred shares (expected to equal the aggregate
original purchase price of the outstanding preferred shares plus any accrued and
unpaid dividends thereon, whether or not earned or declared an on a cumulative
basis). In addition to the requirements of the 1940 Act, the Funds may be
required to comply with other asset coverage
36
requirements as a condition of the Funds obtaining a rating of their preferred
shares from a nationally recognized rating service. These requirements may
include an asset coverage test more stringent than under the 1940 Act. This
limitation on a Fund's ability to make distributions on its common shares could
in certain circumstances impair the ability of the Fund to maintain its
qualification for taxation as a regulated investment company. Each Fund intends,
however, to the extent possible, to purchase or redeem preferred shares from
time to time to maintain compliance with such asset coverage requirements and
may pay special dividends to the holders of the preferred shares in certain
circumstances in connection with any such impairment of such Fund's status as a
regulated investment company.
For information concerning the manner in which dividends and distributions to
holders of each Fund's common shares may be reinvested automatically in the
Fund's common shares, see "-- Dividend Reinvestment Plan" below.
DIVIDEND REINVESTMENT PLAN. Each Fund offers a Dividend Reinvestment Plan
(each a "Plan" and collectively the "Plans") pursuant to which holders of common
shares may elect to have all distributions of dividends and all capital gains
automatically reinvested in common shares pursuant to such Plan. Unless common
shareholders elect to participate in a Plan, all common shareholders receive
distributions of dividends and capital gains in cash. The Plans for the Target
Funds and the Acquiring Fund are substantially identical. State Street Bank and
Trust Company, as plan agent (the "Plan Agent"), serves as agent for the holders
of common shares of each Fund in administering the Plans.
After the Reorganization, a holder of shares of a Fund who currently elects to
receive dividends in cash will continue to receive dividends in cash; all other
holders will have their dividends automatically reinvested in shares of the
combined fund. All correspondence concerning the Plan should be directed to the
Plan Agent at P.O. Box 8200, Boston, Massachusetts 02101. Telephone calls
concerning the Plan may be directed to the Plan Agent between the hours of 7:30
a.m. and 5:00 p.m. Central Standard Time at (800) 341-2929.
ADDITIONAL INFORMATION ABOUT PREFERRED SHARES OF THE FUNDS
GENERAL. The preferred shares of California Municipal Trust are labeled
"remarketed preferred shares" ("RP"). The preferred shares of California Quality
Municipal Trust, Trust for Investment Grade California Municipals and the
Acquiring Fund are labeled "auction preferred shares" ("APS"). Both RP and APS
are preferred shares of beneficial interest which entitle their holders to
receive dividends when, as and if declared by the Board of Trustees of a Fund,
out of funds legally available therefore, at a rate per annum that may vary for
the successive dividend periods. California Municipal Trust's RP have a
liquidation preferences of $50,000 per share, while the liquidation preference
of the APS is $25,000 per share.
37
Neither RP nor APS are traded on a stock exchange or over-the-counter. While RP
and APS are substantially similar in many respects, there are several
differences that shareholders should consider.
SERIES. Under the 1940 Act, each Fund is permitted to have outstanding more
than one series of preferred shares as long as no single series has priority
over another series as to the distribution of assets of the Fund or the payment
of dividends. Each Fund currently has only one series of preferred shares
outstanding. Holders of a Fund's preferred shares do not have preemptive rights
to purchase any shares of the same series or any other preferred shares that
might be issued. The net asset value per share of a Fund's preferred shares
equals its liquidation preference plus accumulated but unpaid dividends per
share.
PURCHASE AND SALE. RP and APS are purchased and sold using different
procedures.
California Municipal Trust's RP are purchased and sold through remarketing
procedures. On each tender date (the business day preceding the dividend reset
date) for shares of RP, the remarketing agent will, after canvassing the market
and considering prevailing market conditions, provide to holders of RP
non-binding indications of the applicable dividend rate for the next succeeding
28-day dividend period. The actual applicable dividend rate for such dividend
period may be greater than or less than the rate indicated in such non-binding
indications and will not be determined until after a holder is required to elect
to hold or tender its RP or a new purchaser is required to agree to purchase RP.
Each holder of RP then must notify the remarketing agent of its desire (on a
share-by-share basis) either to tender such share at a price of $50,000 per
share (the liquidation preference of California Municipal Trust's RP) or to
continue to hold such share for a 28-day dividend period. Any holder or
prospective purchaser may informally indicate to the remarketing agent its
applicable dividend rate preferences. However, any such notice given to the
remarketing agent to tender or hold shares for a particular dividend period is
irrevocable and may not be conditioned upon the level at which applicable
dividend rates are set. On the dividend reset date, the remarketing agent will
then determine the applicable dividend rate for the next dividend period, which
will be the lowest rate available which enables the remarketing agent to
remarket on behalf of the holders thereof all RP tendered to it on such tender
date at a price of $50,000 per share. Such determination is made in the sole
discretion of the remarketing agent and is conclusive and binding on the Fund
and on the holders of RP. The remarketing agent may initiate a secondary market
in RP outside of remarketings. The remarketing agent, however, has no obligation
to make a secondary market in the shares of RP outside of remarketings, and
there can be no assurance that a secondary market for shares of RP will develop
or, if it does develop, that it will provide holders with a liquid trading
market.
38
California Quality Municipal Trust, Trust for Investment Grade California
Municipals and the Acquiring Fund's APS are purchased and sold at separate
auctions conducted on a regular basis (every 7 days for Acquiring Fund APS and
every 28 days for the APS of California Quality Municipal Trust and Trust for
Investment Grade California Municipals, unless the Fund elects, subject to
certain limitations, to declare a special dividend period) by Deutsche Bank, as
the auction agent for each Fund's APS (the "Auction Agent"). Unless otherwise
permitted by the Funds, existing and potential holders of APS only may
participate in auctions through their broker-dealers. Broker-dealers submit the
orders of their respective customers who are existing and potential holders of
APS to the Auction Agent. On or prior to each auction date for the APS (the
business day next preceding the first day of each dividend period), each holder
may submit orders to buy, sell or hold APS to its broker-dealer. Outside of
these auctions, shares of APS may be purchased or sold through broker-dealers
for the APS in a secondary trading market maintained by the broker-dealers.
However, there can be no assurance that a secondary market will develop or, if
it does develop, that it will provide holders with a liquid trading market.
If the Reorganizations are approved and completed, preferred shareholders of
the Target Funds will receive Acquiring Fund APS which will have a regular
dividend period of 7 days.
DIVIDENDS AND DISTRIBUTIONS. The holders of each Fund's preferred shares are
entitled to receive, when, as and if declared by the Board of Trustees of the
Fund, out of funds legally available therefor, cumulative cash dividends on
their shares. Dividends on each Fund's preferred shares so declared and payable
shall be paid (i) in preference to and in priority over any dividends so
declared and payable on the Fund's common shares, and (ii) to the extent
permitted under the Internal Revenue Code and to the extent available, out of
net tax-exempt income earned on the Fund's investments.
Prior to each dividend payment date, the Funds are required to deposit with
the Remarketing Agent or the Auction Agent, as the case may be, sufficient funds
for the payment of such declared dividends. The Funds do not intend to establish
any reserves for the payment of dividends, and no interest will be payable in
respect of any dividend payment or payment on a Fund's preferred shares which
may be in arrears.
Holders of California Municipal Trust's RP generally receive dividends out of
the Fund's available net tax-exempt income, which qualify in their entirety as
distributions of tax-exempt interest income for federal income tax purposes.
However, the other Funds, including the Acquiring Fund, are required to allocate
net capital gains and other taxable income, if any, proportionately between
their common shares and preferred shares. The amount of taxable income allocated
to the APS depends upon
39
the amount of such income realized by a Fund, but is generally not expected to
be significant.
In normal circumstances, whenever a Fund intends to include any net capital
gains or other taxable income in any dividend on APS, the Fund will notify the
Auction Agent of the amount to be so included prior to the Auction establishing
the applicable rate for such dividend. The Auction Agent will in turn notify
each broker-dealer who will notify existing and potential holders of the APS. As
a result, Auction participants may, in response to such information, place bids
which take account of the inclusion of net capital gains or other taxable income
in the dividend. If a Fund retroactively allocates any net capital gains or
other taxable income to the APS without having given notice to the Auction
Agent, the Fund will pay an Additional Dividend to offset substantially the tax
effect thereof. As a result of the notice and Additional Dividend provisions,
the after-tax return to holders of RP and APS is not expected to differ
substantially.
DIVIDEND RATES. RP and APS have different methods of determining dividend
rates. See "-- Purchase and Sale" above.
The following table provides information about the dividend rates for each
Fund's preferred shares as of a recent remarketing or auction date:
<Table>
<Caption>
REMARKETING/AUCTION DATE FUND RATE
- ------------------------ ---- ----
, 2005 California Municipal Trust.............. %
, 2005 California Quality Municipal Trust...... %
, 2005 Trust for Investment Grade California
Municipals.............................. %
, 2005 Acquiring Fund.......................... %
</Table>
RATINGS. The Funds' preferred shares have all been assigned a rating of "AAA"
from S&P and "Aaa" from Moody's. Each Fund intends that, so long as its
preferred shares are outstanding, the composition of its portfolio will reflect
guidelines established by S&P and Moody's in connection with each Fund's receipt
of a rating for such shares of at least "AAA" from S&P and "Aaa" from Moody's.
S&P and Moody's, which are nationally recognized statistical rating
organizations, issue ratings for various securities reflecting the perceived
creditworthiness of such securities. The guidelines for rating such preferred
shares have been developed by S&P and Moody's in connection with issuances of
asset-backed and similar securities, including debt obligations and variable
rate preferred stock, generally on a case-by-case basis through discussions with
the issuers of these securities. The guidelines are designed to ensure that
assets underlying outstanding debt or preferred stock will be varied
sufficiently and will be of sufficient quality and amount to justify investment
grade ratings. The guidelines do not have the force of law but have been adopted
by each Fund in order to satisfy current requirements necessary for S&P and
Moody's to issue the above-described ratings for the
40
preferred shares, which ratings generally are relied upon by institutional
investors in purchasing such securities. The guidelines provide a set of tests
for portfolio composition and asset coverage that supplement (and in some cases
are more restrictive than) the applicable requirements under the 1940 Act.
Each Fund may, but is not required to, adopt any modifications to these
guidelines that hereafter may be established by S&P or Moody's. Failure to adopt
any such modifications, however, may result in a change in the ratings described
above or a withdrawal of the ratings altogether. In addition, any rating agency
providing a rating for a Fund's preferred shares, at any time, may change or
withdraw any such rating. As set forth in the Certificate of Vote of Trustees
Establishing Preferred Shares of each Fund (each a "Certificate of Vote"), the
Board of Trustees of each Fund, without shareholder approval, may modify certain
definitions or restrictions that have been adopted by the Fund pursuant to the
rating agency guidelines, provided the Board of Trustees has obtained written
confirmation from S&P and Moody's that any such change would not impair the
ratings then assigned by S&P and Moody's to the preferred shares. For so long as
any of its preferred shares are rated by S&P or Moody's, as the case may be, a
Fund's use of options and financial futures contracts and options thereon will
be subject to certain limitations mandated by the rating agencies.
REDEMPTIONS. The redemption provisions pertaining to the preferred shares of
each Fund are substantially similar. Preferred shares of each Fund are generally
redeemable at the option of the Fund at a price equal to their liquidation
preference of $50,000 (California Municipal Trust) or $25,000 (the other Funds)
per share plus accumulated but unpaid dividends (whether or not earned or
declared) to the date of redemption plus, in certain circumstances, a redemption
premium. Preferred shares of each Fund are also subject to mandatory redemption
at a price equal to their liquidation preference plus accumulated but unpaid
dividends (whether or not earned or declared) to the date of redemption upon the
occurrence of certain specified events, such as the failure of a Fund to
maintain asset coverage requirements for its preferred shares specified by
Moody's and S&P in connection with their issuance of ratings on the preferred
shares.
LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of any of
the Funds, whether voluntary or involuntary, the holders of such Fund's
preferred shares will be entitled to receive, out of the assets of the Fund
available for distribution to shareholders, before any distribution or payment
is made upon any of the Fund's common shares or any other capital shares of the
Fund ranking junior in right of payment upon liquidation to preferred shares,
$25,000 per share ($50,000 in the case of California Municipal Trust) together
with the amount of any dividends accumulated but unpaid (whether or not earned
or declared) thereon to the date of distribution, and after such payment the
preferred shareholders will be entitled to no other payments except for any
Additional Dividends. If such assets of the Fund
41
are insufficient to make the full liquidation payment on the preferred shares
and liquidation payments on any other outstanding class or series of preferred
shares of the Fund ranking on a parity with the preferred shares as to payment
upon liquidation, then such assets will be distributed among the preferred
shareholders and the holders of shares of such other class or series ratably in
proportion to the respective preferential amounts to which they are entitled.
After payment of the full amount of liquidation distribution to which they are
entitled, the holders of a Fund's preferred shares will not be entitled to any
further participation in any distribution of assets by the Fund except for any
Additional Dividends. A consolidation, merger or share exchange of a Fund with
or into any other entity or entities or a sale, whether for cash, shares of
stock, securities or properties, of all or substantially all or any part of the
assets of the Fund shall not be deemed or construed to be a liquidation,
dissolution or winding up of the Fund for this purpose.
ADDITIONAL INFORMATION. For additional information on Acquiring Fund APS,
Target Fund shareholders should consult the Reorganization Statement of
Additional Information, which contains a more complete summary of the terms of
the Acquiring Fund APS, and the Certificate of Vote governing the Acquiring Fund
APS, included as Appendix B to the Reorganization Statement of Additional
Information.
GOVERNING LAW
Each Fund is organized as a business trust under the laws of The Commonwealth
of Massachusetts. California Municipal Trust was organized on September 21, 1988
and commenced investment operations on November 1, 1988; California Quality
Municipal Trust was organized on July 19, 1991 and commenced investment
operations on September 27, 1991; Trust for Investment Grade California
Municipals was organized on January 21, 1992 and commenced investment operations
on March 27, 1992; and the Acquiring Fund was organized on December 21, 1992 and
commenced investment operations on April 30, 1993.
Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as partners for its obligations.
However, the Declaration of Trust of each Fund contains an express disclaimer of
shareholder liability for acts or obligations of the Fund and provides for
indemnification and reimbursement of expense out of the Fund's property for any
shareholder held personally liable for the obligations of that Fund. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be unable
to meet its obligations. Given the nature of each Fund's assets and operations,
the possibility of a Fund being unable to meet its obligations is remote and, in
the opinion of counsel to the Funds, the risk to the Funds' respective
shareholders is remote.
42
Each Fund is also subject to federal securities laws, including the 1940 Act
and the rules and regulations promulgated by SEC thereunder, and applicable
state securities laws. Each Fund is registered as a diversified, closed-end
management investment company under the 1940 Act.
CERTAIN PROVISIONS OF THE DECLARATIONS OF TRUST
Each Fund's Declaration of Trust includes provisions that could have the
effect of limiting the ability of other entities or persons to acquire control
of the Fund or to change the composition of its Board of Trustees, and could
have the effect of depriving common shareholders of an opportunity to sell their
Common Shares at a premium over prevailing market prices by discouraging a third
party from seeking to obtain control of the Fund. The Board of Trustees of each
Fund is divided into three classes, with the term of one class expiring at the
annual meeting of shareholders. At each annual meeting, in each year each class
whose term is expiring will be elected to a three-year term. This provision
could delay for up to two years the replacement of a majority of the Board of
Trustees. A Trustee may be removed from office only for cause by a written
instrument signed by at least two-thirds of the remaining Trustees or by a vote
of the holders of at least two-thirds of the class of shares of the Fund that
elected such Trustee and entitled to vote on the matter.
In addition, each Fund's Declaration of Trust requires the favorable vote of
the holders of at least 75% of the outstanding shares of each class of the Fund,
voting as a class, then entitled to vote to approve, adopt or authorize certain
transactions with 5%-or-greater holders of a class of shares and their
associates, unless the Board of Trustees shall by resolution have approved a
memorandum of understanding with such holders, in which case normal voting
requirements would be in effect. For purposes of these provisions, a
5%-or-greater holder of a class of shares (a "Principal Shareholder") refers to
any person who, whether directly or indirectly and whether alone or together
with its affiliates and associates, beneficially owns 5% or more of the
outstanding shares of any class of beneficial interest of the Fund. The
transactions subject to these special approval requirements are: (i) the merger
or consolidation of the Fund or any subsidiary of the Fund with or into any
Principal Shareholder; (ii) the issuance of any securities of the Fund to any
Principal Shareholder for cash (except pursuant to the Dividend Reinvestment
Plan); (iii) the sale, lease or exchange of all or any substantial part of the
assets of the Fund to any Principal Shareholder (except assets having an
aggregate fair market value of less than $1,000,000, aggregating for the purpose
of such computation all assets sold, leased or exchanged in any series of
similar transactions within a twelve-month period); or (iv) the sale, lease or
exchange to the Fund or any subsidiary thereof, in exchange for securities of
the Fund, of any assets of any Principal Shareholder (except assets having an
aggregate fair market value of less than $1,000,000, aggregating for purposes of
such computation all assets sold, leased or exchanged in any series of similar
transactions within a twelve-month period).
43
The Board of Trustees of each Fund has determined that the 75% voting
requirements described above, which are greater than the minimum requirements
under Massachusetts law or the 1940 Act, are in the best interest of
shareholders of each respective Fund generally. Reference should be made to the
Declaration of Trust of each Fund on file with the SEC for the full text of
these provisions.
The Declaration of Trust of each Fund further provides that no trustee,
officer, employee or agent of the Fund is liable to the Fund or to any
shareholder, nor is any trustee, officer, employee or agent liable to any third
persons in connection with the affairs of the Fund, except as such liability may
arise from his or her own bad faith, willful misfeasance, gross negligence, or
reckless disregard of their duties. It also provides that all third persons
shall look solely to the Fund property for satisfaction of claims arising in
connection with the affairs of the Fund. With the exceptions stated, the
Declaration of Trust provides that a trustee, officer, employee or agent is
entitled to be indemnified against all liability in connection with the affairs
of the Fund.
CONVERSION TO OPEN-END FUND
Each Fund may be converted to an open-end investment company at any time by an
amendment to its Declaration of Trust. Each Fund's Declaration of Trust provides
that such an amendment would require the approval of (a) a majority of the
Trustees, including the approval by a majority of the disinterested Trustees of
the Fund, and (b) the lesser of (i) more than 50% of the Fund's outstanding
common and preferred shares, each voting as a class or (ii) 67% of the common
and preferred shares, each voting as a class, present at a meeting at which
holders of more than 50% of the outstanding shares of each such class are pre
sent in person or by proxy. If approved in the foregoing manner, conversion of
the Fund could not occur until 90 days after the shareholders' meeting at which
such conversion was approved and would also require at least 30 days prior
notice to all shareholders. Conversion of a Fund to an open-end investment
company would require the redemption of all outstanding preferred shares, which
would eliminate the leveraged capital structure of the Fund. In the event of
conversion, the common shares would cease to be listed on the NYSE, the AMEX,
the CHX, the NASDAQ National Market System or other national securities exchange
or national market system. Shareholders of an open-end investment company may
require the company to redeem their shares at any time (except in certain
circumstances as authorized by or under the 1940 Act) at their net asset value,
less such redemption charge, if any, as might be in effect at the time of a
redemption. If a Fund were converted to an open-end fund, it is likely that new
common shares would be sold at net asset value plus a sales load. Following any
such conversion, it is also possible that certain of the Fund's investment
policies and strategies would have to be modified to assure sufficient portfolio
liquidity. In particular, the Fund would be required to maintain its portfolio
such that not more than 15% of its assets would be invested in illiquid
44
securities. Such requirement could cause the Fund to dispose of portfolio
securities or other assets at a time when it is not advantageous to do so, and
could adversely affect the ability of the Fund to meet its investment objective.
VOTING RIGHTS
Voting rights are identical for the holders of each Fund's common shares.
Common shareholders of each Fund are entitled to one vote for each share held.
Except as set forth above under "Certain Provisions of the Declarations of
Trust" or "Conversion to Open-End Fund," or except as expressly required by
applicable law or expressly set forth in the designation of rights and
preferences with respect to a Fund's preferred shares, preferred shareholders
have no voting rights. When preferred shareholders are entitled to vote, they
are also entitled to cast one vote per share held.
Preferred shareholders of a Fund, voting as a class, are entitled to elect two
of the Fund's trustees. Under the 1940 Act, if at any time dividends on a Fund's
preferred shares are unpaid in an amount equal to two full years dividends
thereon, the holders of all outstanding preferred shares, voting as a class, are
entitled to elect a majority of the Fund's trustees until all dividends have
been paid or declared and set apart for payment. The affirmative vote of a
majority of the preferred shareholders of a Fund, voting as a class, is required
to amend, alter or repeal any of the preferences, rights or powers of preferred
shareholders so as to materially and adversely affect such preferences, rights
or powers, or increase or decrease the number of preferred shares authorized to
be issued. Unless a higher percentage is provided for under "Certain Provisions
of the Declarations of Trust" above, the affirmative vote of the holders of a
majority of a Fund's outstanding preferred shares, voting as a class, is
required to approve any action requiring a vote of security holders under
Section 13(a) of the 1940 Act including, among other things, changes in the
Fund's investment objective or changes in the Fund's fundamental investment
restrictions.
45
FINANCIAL HIGHLIGHTS
CALIFORNIA MUNICIPAL TRUST. The following schedule presents financial
highlights for one common share of the Fund outstanding throughout the periods
indicated.
<Table>
<Caption>
YEAR ENDED JUNE 30,
--------------------------------------------------------------------------
2004 2003 2002(E) 2001 2000 1999 1998
---- ---- ------- ---- ---- ---- ----
NET ASSET VALUE, BEGINNING OF THE
PERIOD............................ $ 10.75 $ 10.25 $ 9.99 $ 9.36 $ 9.93 $ 10.67 $ 10.45
-------- -------- -------- -------- -------- -------- --------
Net Investment Income............. .65 .67 .71 .73 .76 .78 .85
Net Realized and Unrealized
Gain/Loss........................ (.63) .64 .28 .58 (.44) (.37) .53
Common Share Equivalent of
Distributions Paid to Preferred
Shareholders:
Net Investment Income............ (.06) (.07) (.11) (.23) (.22) (.20) (.22)
-------- -------- -------- -------- -------- -------- --------
Total from Investment Operations... (.04) 1.24 .88 1.08 .10 .21 1.16
Distributions Paid to Common
Shareholders:
Net Investment Income............ (.60) (.63) (.55) (.45) (.53) (.62) (.72)
Net Realized Gain................ (.13) (.11) (.07) -0-* (.14) (.33) (.22)
-------- -------- -------- -------- -------- -------- --------
NET ASSET VALUE, END OF THE
PERIOD............................ $ 9.98 $ 10.75 $ 10.25 $ 9.99 $ 9.36 $ 9.93 $ 10.67
======== ======== ======== ======== ======== ======== ========
Common Share Market Price at End of
the Period........................ $ 8.73 $ 10.45 $ 10.14 $ 8.83 $ 8.375 $ 9.875 $ 12.125
Total Return(a).................... -10.03% 10.97% 22.39% 10.99% -8.14% -11.17% 7.77%
Net Assets Applicable to Common
Shares at End of the Period (In
millions)......................... $ 32.5 $ 35.0 $ 33.4 32.5 $ 30.5 $ 32.3 $ 34.5
Ratio of Expenses to Average Net
Assets Applicable to Common
Shares(b)......................... 1.65% 1.56% 1.59% 1.65% 1.47% 1.67% 1.57%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(b).................. 6.24% 6.38% 6.90% 7.33% 8.25% 7.38% 8.00%
Portfolio Turnover................. 33% 19% 24% 16% 60% 33% 53%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
Assets Including Preferred
Shares(b)......................... 1.03% .99% .99% 1.02% .88% 1.05% .99%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(c).................. 5.67% 5.69% 5.86% 5.02% 5.82% 5.49% 5.91%
SENIOR SECURITIES:
Total Preferred Shares
Outstanding....................... 400 400 400 400 400 400 400
Asset Coverage Per Preferred
Share(d).......................... $131,256 $137,533 $133,498 $131,365 $126,216 $130,843 $136,309
Involuntary Liquidating Preference
Per Preferred Share............... $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000
Average Market Value Per Preferred
Share............................. $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000
<Caption>
YEAR ENDED JUNE 30,
------------------------------
1997 1996 1995
---- ---- ----
NET ASSET VALUE, BEGINNING OF THE
PERIOD............................ $ 10.28 $ 10.40 $ 10.30
-------- -------- --------
Net Investment Income............. .89 .91 .95
Net Realized and Unrealized
Gain/Loss........................ .39 -0-* .11
Common Share Equivalent of
Distributions Paid to Preferred
Shareholders:
Net Investment Income............ (.21) (.23) (.23)
-------- -------- --------
Total from Investment Operations... 1.07 .68 .83
Distributions Paid to Common
Shareholders:
Net Investment Income............ (.75) (.75) (.72)
Net Realized Gain................ (.15) (.05) (.01)
-------- -------- --------
NET ASSET VALUE, END OF THE
PERIOD............................ $ 10.45 $ 10.28 $ 10.40
======== ======== ========
Common Share Market Price at End of
the Period........................ $12.1875 $ 10.875 $ 10.75
Total Return(a).................... 21.40% 9.02% 8.67%
Net Assets Applicable to Common
Shares at End of the Period (In
millions)......................... $ 33.6 $ 32.9 $ 33.0
Ratio of Expenses to Average Net
Assets Applicable to Common
Shares(b)......................... 1.58% 1.65% 1.65%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(b).................. 8.54% 8.76% 9.35%
Portfolio Turnover................. 30% 19% 16%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
Assets Including Preferred
Shares(b)......................... .99% 1.03% 1.02%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(c).................. 6.51% 6.57% 7.02%
SENIOR SECURITIES:
Total Preferred Shares
Outstanding....................... 400 400 400
Asset Coverage Per Preferred
Share(d).......................... $134,055 $132,192 $132,521
Involuntary Liquidating Preference
Per Preferred Share............... $ 50,000 $ 50,000 $ 50,000
Average Market Value Per Preferred
Share............................. $ 50,000 $ 50,000 $ 50,000
</Table>
* Amount is less than $.01
(a) Total return assumes an investment at the common share market price at the
beginning of the period indicated, reinvestment of all distributions for the
period in accordance with the Fund's dividend reinvestment plan, and sale of
all shares at the closing common share market price at the end of the period
indicated.
(b) Ratios do not reflect the effect of dividend payments to preferred
shareholders.
(c) Ratios reflect the effect of dividend payments to preferred shareholders.
(d) Calculated by subtracting the Fund's total liabilities (not including the
preferred shares) from the Fund's total assets and dividing by the number of
preferred shares outstanding.
(e) As required, effective July 1, 2001, the Fund has adopted the provisions of
the AICPA Audit and Accounting Guide for Investment Companies and began
accreting market discount on fixed income securities. The effect of this
change for the year ended June 30, 2002 was to increase the ratio of net
investment income to average net assets applicable to common shares by .06%.
Net investment income per share and net realized and unrealized gains and
losses per share were unaffected by the adjustments. Per share, ratios and
supplemental data for periods prior to June 30, 2002 have not been restated
to reflect this change in presentation.
46
CALIFORNIA QUALITY MUNICIPAL TRUST. The following schedule presents financial
highlights for one common share of the Fund outstanding throughout the periods
indicated.
<Table>
<Caption>
TWO MONTHS
YEAR ENDED OCTOBER 31, ENDED
--------------------------------------------------------- OCTOBER 31,
2004 2003 2002(A) 2001 2000 1999 1998
---- ---- ------- ---- ---- ---- -----------
NET ASSET VALUE, BEGINNING OF THE
PERIOD............................ $ 16.97 $ 17.29 $ 17.57 $ 16.58 $ 15.78 $ 17.93 $ 17.85
------- ------- ------- ------- ------- ------- --------
Net Investment Income............. 1.18 1.16 1.19 1.19 1.20 1.20 .20
Net Realized and Unrealized
Gain/Loss........................ .16 (.02) (.10) 1.08 .82 (1.90) .09
Common Share Equivalent of
Distributions Paid to Preferred
Shareholders:
Net Investment Income............ (.08) (.07) (.08) (.23) (.28) (.21) (.04)
Net Realized Gain................ -0- (.02) (.05) (.03) -0- (.05) -0-
------- ------- ------- ------- ------- ------- --------
Total from Investment Operations... 1.26 1.05 .96 2.01 1.74 (.96) .25
Distributions Paid to Common
Shareholders:
Net Investment Income............. (1.09) (1.13) (1.05) (.91) (.94) (.99) (.17)
Net Realized Gain................. -0- (.24) (.19) (.11) -0- (.20) -0-
------- ------- ------- ------- ------- ------- --------
NET ASSET VALUE, END OF THE
PERIOD............................ $ 17.14 $ 16.97 $ 17.29 $ 17.57 $ 16.58 $ 15.78 $ 17.93
======= ======= ======= ======= ======= ======= ========
Common Share Market Price at End of
the Period........................ $ 16.55 $ 16.45 $ 16.56 $ 16.40 $ 15.00 $ 15.25 $18.4375
Total Return(b).................... 7.53% 7.69% 8.74% 16.59% 4.70% -11.34% 4.09%*
Net Assets Applicable to Common
Shares at End of the Period (In
millions)......................... $ 166.1 $ 164.3 $ 167.5 $ 170.1 $ 160.5 $ 152.8 $ 172.9
Ratio of Expenses to Average Net
Assets Applicable to Common
Shares(c)......................... 1.22% 1.23% 1.32% 1.52% 1.62% 1.56% 1.58%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(c).................. 6.95% 6.79% 6.97% 7.01% 7.66% 7.02% 6.75%
Portfolio Turnover................. 36% 15% 18% 15% 20% 24% 2%*
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
Assets Including Preferred Shares
(c)............................... .84% .85% .91% 1.04% 1.09% 1.07% 1.10%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(d).................. 6.46% 6.37% 6.51% 5.65% 5.85% 5.78% 5.40%
SENIOR SECURITIES:
Total Preferred Shares
Outstanding....................... 3,000 3,000 3,000 3,000 3,000 3,000 1,500
Asset Coverage Per Preferred
Share(e).......................... $80,361 $79,777 $80,823 $81,704 $78,510 $75,918 $165,283
Involuntary Liquidating Preference
Per Preferred Share............... $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $ 50,000
Average Market Value Per Preferred
Share............................. $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $ 50,000
<Caption>
YEAR ENDED AUGUST 31,
-----------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
NET ASSET VALUE, BEGINNING OF THE
PERIOD............................ $ 17.08 $ 16.28 $ 16.13 $ 15.70
-------- -------- -------- --------
Net Investment Income............. 1.23 1.26 1.26 1.27
Net Realized and Unrealized
Gain/Loss........................ .85 .90 .23 .52
Common Share Equivalent of
Distributions Paid to Preferred
Shareholders:
Net Investment Income............ (.24) (.25) (.29) (.31)
Net Realized Gain................ (.02) (.02) -0- -0-
-------- -------- -------- --------
Total from Investment Operations... 1.82 1.89 1.20 1.48
Distributions Paid to Common
Shareholders:
Net Investment Income............. (.99) (1.02) (1.05) (1.05)
Net Realized Gain................. (.06) (.07) -0- -0-
-------- -------- -------- --------
NET ASSET VALUE, END OF THE
PERIOD............................ $ 17.85 $ 17.08 $ 16.28 $ 16.13
======== ======== ======== ========
Common Share Market Price at End of
the Period........................ $ 17.875 $16.8125 $ 16.125 $ 15.00
Total Return(b).................... 12.96% 11.45% 14.89% 3.95%
Net Assets Applicable to Common
Shares at End of the Period (In
millions)......................... $ 172.0 $ 164.4 $ 156.7 $ 155.2
Ratio of Expenses to Average Net
Assets Applicable to Common
Shares(c)......................... 1.59% 1.61% 1.64% 1.66%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(c).................. 7.02% 7.56% 7.70% 8.24%
Portfolio Turnover................. 21% 17% 10% 16%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
Assets Including Preferred Shares
(c)............................... 1.10% 1.10% 1.11% 1.10%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(d).................. 5.63% 6.05% 5.95% 6.22%
SENIOR SECURITIES:
Total Preferred Shares
Outstanding....................... 1,500 1,500 1,500 1,500
Asset Coverage Per Preferred
Share(e).......................... $164,687 $159,598 $154,463 $153,465
Involuntary Liquidating Preference
Per Preferred Share............... $ 50,000 $ 50,000 $ 50,000 $ 50,000
Average Market Value Per Preferred
Share............................. $ 50,000 $ 50,000 $ 50,000 $ 50,000
</Table>
* Non-Annualized
(a) As required, effective November 1, 2001, the Fund has adopted the provisions
of the AICPA Audit and Accounting Guide for Investment Companies and began
accreting market discount on fixed income securities. The effect of this
change for the year ended October 31, 2002 was to increase net investment
income per share by less than $.01, decrease net realized and unrealized
gains and losses per share by less than $.01 and increase the ratio of net
investment income to average net assets by .01%. Per share, ratios and
supplemental data for the periods prior to October 31, 2002 have not been
restated to reflect this change in presentation.
(b) Total return assumes an investment at the common share market price at the
beginning of the period indicated, reinvestment of all distributions for the
period in accordance with the Fund's dividend reinvestment plan, and sale of
all shares at the closing common share market price at the end of the period
indicated.
(c) Ratios do not reflect the effect of dividend payments to preferred
shareholders.
(d) Ratios reflect the effect of dividend payments to preferred shareholders.
(e) Calculated by subtracting the Fund's total liabilities (not including the
preferred shares) from the Fund's total assets and dividing this by the
number of preferred shares outstanding.
47
TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS. The following schedule
presents financial highlights for one common share of the Fund outstanding
throughout the periods indicated.
<Table>
<Caption>
YEAR ENDED OCTOBER 31,
2004 2003 2002(A) 2001 2000 1999 1998
---- ---- ------- ---- ---- ---- ----
NET ASSET VALUE, BEGINNING OF THE
PERIOD............................ $ 16.18 $ 16.49 $ 16.81 $ 15.84 $ 15.10 $ 17.51 $ 17.16
------- ------- ------- ------- ------- -------- --------
Net Investment Income............. 1.05 1.08 1.16 1.16 1.22 1.19 1.24
Net Realized and Unrealized
Gain/Loss....................... .41 .03 (.10) 1.03 .84 (1.95) .70
Common Share Equivalent of
Distributions Paid to Preferred
Shareholders:
Net Investment Income........... (.10) (.08) (.07) (.29) (.33) (.22) (.28)
Net Realized Gain............... (.01) (.01) (.08) (.01) -0- (.10) (.07)
------- ------- ------- ------- ------- -------- --------
Total from Investment Operations... 1.35 1.02 .91 1.89 1.73 (1.08) 1.59
Distributions Paid to Common
Shareholders:
Net Investment Income............. (.99) (1.08) (.98) (.92) (.99) (.99) (.99)
Net Realized Gain................. (.14) (.25) (.25) -0- -0- (.34) (.25)
------- ------- ------- ------- ------- -------- --------
NET ASSET VALUE, END OF THE
PERIOD............................ $ 16.40 $ 16.18 $ 16.49 $ 16.81 $ 15.84 $ 15.10 $ 17.51
======= ======= ======= ======= ======= ======== ========
Common Share Market Price at End of
the Period........................ $ 15.20 $ 15.84 $ 16.37 $ 15.59 $16.125 $ 14.375 $ 18.00
Total Return(b).................... 3.22% 5.09% 13.41% 2.45% 19.77% -13.54% 15.46%
Net Assets Applicable to Common
Shares at End of the Period (In
millions)......................... $ 76.7 $ 75.5 $ 77.0 $ 78.5 $ 73.8 $ 70.2 $ 81.0
Ratio of Expenses to Average Net
Assets Applicable to Common
Shares(c)......................... 1.46% 1.47% 1.56% 1.74% 1.80% 1.74% 1.71%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(c).................. 6.53% 6.65% 7.13% 7.17% 7.98% 7.15% 7.16%
Portfolio Turnover................. 15% 17% 21% 27% 28% 25% 27%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
Assets Including Preferred
Shares(c)......................... .91% .93% .98% 1.09% 1.10% 1.10% 1.10%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(d).................. 5.93% 6.17% 6.68% 5.37% 5.81% 5.84% 5.54%
SENIOR SECURITIES:
Total Preferred Shares
Outstanding....................... 1,800 1,800 1,800 1,800 1,800 1,800 900
Asset Coverage Per Preferred
Share(e).......................... $67,625 $66,977 $67,762 $68,588 $66,008 $ 64,025 $140,049
Involuntary Liquidating Preference
Per Preferred Share............... $25,000 $25,000 $25,000 $25,000 $25,000 $ 25,000 $ 50,000
Average Market Value Per Preferred
Share............................. $25,000 $25,000 $25,000 $25,000 $25,000 $ 25,000 $ 50,000
<Caption>
YEAR ENDED OCTOBER 31,
1997 1996 1995
---- ---- ----
NET ASSET VALUE, BEGINNING OF THE
PERIOD............................ $ 16.58 $ 16.29 $ 14.67
-------- -------- --------
Net Investment Income............. 1.26 1.30 1.30
Net Realized and Unrealized
Gain/Loss....................... .84 .40 1.64
Common Share Equivalent of
Distributions Paid to Preferred
Shareholders:
Net Investment Income........... (.27) (.32) (.40)
Net Realized Gain............... (.06) (.04) -0-
-------- -------- --------
Total from Investment Operations... 1.77 1.34 2.54
Distributions Paid to Common
Shareholders:
Net Investment Income............. (.99) (.96) (.92)
Net Realized Gain................. (.20) (.09) -0-
-------- -------- --------
NET ASSET VALUE, END OF THE
PERIOD............................ $ 17.16 $ 16.58 $ 16.29
======== ======== ========
Common Share Market Price at End of
the Period........................ $ 16.75 $ 15.75 $ 14.75
Total Return(b).................... 12.96% 14.14% 23.60%
Net Assets Applicable to Common
Shares at End of the Period (In
millions)......................... $ 79.3 $ 76.6 $ 75.3
Ratio of Expenses to Average Net
Assets Applicable to Common
Shares(c)......................... 1.77% 1.80% 1.83%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(c).................. 7.57% 7.97% 8.39%
Portfolio Turnover................. 23% 16% 13%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
Assets Including Preferred
Shares(c)......................... 1.12% 1.13% 1.12%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(d).................. 5.93% 5.97% 5.83%
SENIOR SECURITIES:
Total Preferred Shares
Outstanding....................... 900 900 900
Asset Coverage Per Preferred
Share(e).......................... $138,057 $135,121 $133,628
Involuntary Liquidating Preference
Per Preferred Share............... $ 50,000 $ 50,000 $ 50,000
Average Market Value Per Preferred
Share............................. $ 50,000 $ 50,000 $ 50,000
</Table>
(a) As required, effective November 1, 2001, the Fund has adopted the provisions
of the AICPA Audit and Accounting Guide for Investment Companies and began
accreting market discount on fixed income securities. The effect of this
change for the year ended October 31, 2002 was to increase net investment
income per share by $.01, decrease net realized and unrealized gains and
losses per share by $.01 and increase the ratio of net investment income to
average net assets applicable to common shares from 7.11% to 7.13%. Per
share, ratios, and supplemental data for periods prior to October 31, 2002
have not been restated to reflect this change in presentation.
(b) Total return assumes an investment at the common share market price at the
beginning of the period indicated, reinvestment of all distributions for the
period in accordance with the Fund's dividend reinvestment plan, and sale of
all shares at the closing common share market price at the end of the period
indicated.
(c) Ratios do not reflect the effect of dividend payments to preferred
shareholders.
(d) Ratios reflect the effect of dividend payments to preferred shareholders.
(e) Calculated by subtracting the Fund's total liabilities (not including the
preferred shares) from the Fund's total assets and dividing this by the
number of preferred shares outstanding.
48
ACQUIRING FUND. The following schedule presents financial highlights for one
Acquiring Fund Common Share outstanding throughout the periods indicated.
<Table>
<Caption>
YEAR ENDED OCTOBER 31,
2004 2003 2002(E) 2001 2000 1999 1998
---- ---- ------- ---- ---- ---- ----
NET ASSET VALUE, BEGINNING OF THE
PERIOD............................ $ 16.84 $ 17.02 $ 17.02 $ 15.92 $ 14.92 $ 16.76 $ 15.94
------- ------- ------- ------- -------- -------- --------
Net Investment Income............. 1.07 1.12 1.17 1.16 1.16 1.13 1.13
Net Realized and Unrealized
Gain/Loss....................... .54 (.03) (.05) 1.15 1.03 (1.87) .83
Common Share Equivalent of
Distributions Paid to Preferred
Shareholders:
Net Investment Income........... (.08) (.09) (.13) (.31) (.35) (.28) (.33)
Net Realized Gain............... (.03) -0-* -0- -0- -0- -0- -0-
------- ------- ------- ------- -------- -------- --------
Total from Investment Operations... 1.50 1.00 .99 2.00 1.84 (1.02) 1.63
Distributions Paid to Common
Shareholders:
Net Investment Income........... (1.03) (1.11) (.99) (.90) (.84) (.82) (.81)
Net Realized Gain............... (.36) (.07) -0- -0- -0- -0- -0-
------- ------- ------- ------- -------- -------- --------
NET ASSET VALUE, END OF THE
PERIOD............................ $ 16.95 $ 16.84 $ 17.02 $ 17.02 $ 15.92 $ 14.92 $ 16.76
======= ======= ======= ======= ======== ======== ========
Common Share Market Price at End of
the Period........................ $ 15.50 $ 16.67 $ 16.16 $ 15.92 $13.8125 $13.6875 $ 15.875
Total Return(a).................... 1.32% 10.83% 7.95% 22.12% 7.10% -9.11% 17.39%
Net Assets Applicable to Common
Shares at End of the Period (In
millions)......................... $ 102.4 $ 101.6 $ 102.6 $ 102.6 $ 96.0 $ 90.0 $ 101.1
Ratio of Expenses to Average Net
Assets Applicable to Common
Shares(b)......................... 1.42% 1.43% 1.49% 1.71% 1.77% 1.74% 1.75%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(b).................. 6.40% 6.56% 7.00% 7.08% 7.64% 6.99% 6.93%
Portfolio Turnover................. 11% 25% 21% 10% 22% 19% 17%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
Assets Including Preferred
Shares(b)......................... .89% .90% .93% 1.06% 1.07% 1.07% 1.09%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(c).................. 5.94% 6.04% 6.23% 5.19% 5.34% 5.24% 4.90%
SENIOR SECURITIES:
Total Preferred Shares
Outstanding....................... 2,400 2,400 2,400 2,400 2,400 2,400 1,200
Asset Coverage Per Preferred
Share(d).......................... $67,686 $67,320 $67,759 $67,765 $ 64,994 $ 62,488 $134,213
Involuntary Liquidating Preference
Per Preferred Share............... $25,000 $25,000 $25,000 $25,000 $ 25,000 $ 25,000 $ 50,000
Average Market Value Per Preferred
Share............................. $25,000 $25,000 $25,000 $25,000 $ 25,000 $ 25,000 $ 50,000
<Caption>
YEAR ENDED OCTOBER 31,
1997 1996 1995
---- ---- ----
NET ASSET VALUE, BEGINNING OF THE
PERIOD............................ $ 15.09 $ 14.80 $ 12.64
-------- -------- --------
Net Investment Income............. 1.13 1.14 1.12
Net Realized and Unrealized
Gain/Loss....................... .82 .21 2.21
Common Share Equivalent of
Distributions Paid to Preferred
Shareholders:
Net Investment Income........... (.33) (.34) (.40)
Net Realized Gain............... -0- -0- -0-
-------- -------- --------
Total from Investment Operations... 1.62 1.01 2.93
Distributions Paid to Common
Shareholders:
Net Investment Income........... (.77) (.72) (.77)
Net Realized Gain............... -0- -0- -0-
-------- -------- --------
NET ASSET VALUE, END OF THE
PERIOD............................ $ 15.94 $ 15.09 $ 14.80
======== ======== ========
Common Share Market Price at End of
the Period........................ $ 14.25 $ 12.375 $ 12.00
Total Return(a).................... 21.89% 9.28% 15.04%
Net Assets Applicable to Common
Shares at End of the Period (In
millions)......................... $ 96.1 $ 91.0 $ 89.3
Ratio of Expenses to Average Net
Assets Applicable to Common
Shares(b)......................... 1.81% 1.86% 1.96%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(b).................. 7.38% 7.66% 8.17%
Portfolio Turnover................. 23% 33% 41%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
Assets Including Preferred
Shares(b)......................... 1.10% 1.11% 1.14%
Ratio of Net Investment Income to
Average Net Assets Applicable to
Common Shares(c).................. 5.23% 5.36% 5.25%
SENIOR SECURITIES:
Total Preferred Shares
Outstanding....................... 1,200 1,200 1,200
Asset Coverage Per Preferred
Share(d).......................... $130,102 $125,832 $124,385
Involuntary Liquidating Preference
Per Preferred Share............... $ 50,000 $ 50,000 $ 50,000
Average Market Value Per Preferred
Share............................. $ 50,000 $ 50,000 $ 50,000
</Table>
* Amount is less than $.01
(a) Total return assumes an investment at the common share market price at the
beginning of the period indicated, reinvestment of all distributions for the
period in accordance with the Fund's dividend reinvestment plan, and sale of
all shares at the closing common share market price at the end of the period
indicated.
(b) Ratios do not reflect the effect of the dividend payments to preferred
shareholders.
(c) Ratios reflect the effect of the dividend payments to preferred
shareholders.
(d) Calculated by subtracting the Fund's total liabilities (not including the
preferred shares) from the Fund's total assets and dividing this by the
number of preferred shares outstanding.
(e) As required, effective November 1, 2001, the Fund has adopted the provisions
of the AICPA Audit and Accounting Guide for Investment Companies and began
accreting market discount on fixed income securities. The effect of this
change for the year ended October 31, 2002 was to increase net investment
income per share by $.01, decrease net realized and unrealized gains and
losses per share by $.01 and increase the ratio of net investment income to
average net assets applicable to common shares by .05%. Per share, ratios
and supplemental data for periods prior to October 31, 2002 have not been
restated to reflect this change in presentation.
49
INFORMATION ABOUT THE REORGANIZATIONS
GENERAL
Under the Reorganization Agreements (a form of which is attached as Appendix A
to the Statement of Additional Information), (i) the Acquiring Fund will acquire
substantially all of the assets, and will assume substantially all of the
liabilities, of the Target Funds, in exchange solely for an equal aggregate
value of Acquiring Fund Common Shares and Acquiring Fund APS to be issued by the
Acquiring Fund. The Acquiring Fund Common Shares issued to the Target Funds will
have an aggregate net asset value equal to the aggregate net asset value of the
Target Funds' common shares, less the costs of the Reorganizations (though cash
will be paid in lieu of any fractional shares), and the Acquiring Fund APS
issued to the Target Funds will have an aggregate liquidation preference equal
to the aggregate liquidation preference of the Target Funds' preferred shares.
Upon receipt by the Target Funds of such shares, the Target Funds will (i)
distribute the Acquiring Fund Common Shares to the Target Funds' common
shareholders and (ii) distribute the Acquiring Fund APS to the Target Funds'
preferred shareholders. As soon as practicable after the Closing Date for the
Reorganizations, the Target Funds will deregister as investment companies under
the 1940 Act and dissolve under applicable state law.
The Target Funds will distribute the Acquiring Fund Common Shares and the
Acquiring Fund APS received by them pro rata to the holders of record of their
common shares and preferred shares, as applicable, in exchange for such
shareholders' shares in the Target Funds. Such distribution will be accomplished
by opening new accounts on the books of the Acquiring Fund in the names of the
common and preferred shareholders of the Target Funds and transferring to those
shareholder accounts the Acquiring Fund Common Shares and the Acquiring Fund APS
previously credited on those books to the accounts of the Target Funds. Each
newly-opened account on the books of the Acquiring Fund for the former common
shareholders of the Target Funds would represent the respective pro rata number
of Acquiring Fund Common Shares (rounded down, in the case of fractional shares,
to the next largest number of whole shares) due such shareholder. No fractional
Acquiring Fund Common Shares will be issued. In lieu thereof, the Acquiring
Fund's transfer agent will aggregate all fractional Acquiring Fund Common Shares
and sell the resulting whole shares on the NYSE for the account of all holders
of fractional interests, and each such holder will be entitled to the pro rata
share of the proceeds from such sale upon surrender of the Target Fund common
share certificates. Similarly, each newly-opened account on the books of the
Acquiring Fund for the former preferred shareholders of Target Fund would
represent the respective pro rata number of Acquiring Fund APS due such
shareholder. See "Terms of the Reorganization Agreements -- Surrender and
Exchange of Share Certificates" below for a description of the procedures to be
followed by the Target
50
Funds' shareholders to obtain their Acquiring Fund Common Shares or Acquiring
Fund APS (and cash in lieu of fractional shares, if any).
As a result of the Reorganizations, each common shareholder of a Target Fund
will own Acquiring Fund Common Shares that (except for cash payments received in
lieu of fractional shares) will have an aggregate net asset value immediately
after the Closing Date equal to the aggregate net asset value of that
shareholder's Target Fund common shares immediately prior to the Closing Date.
Since the Acquiring Fund Common Shares would be issued at net asset value in
exchange for the net assets of the Target Fund having a value equal to the
aggregate net asset value of those Acquiring Fund Common Shares, the net asset
value per share of Acquiring Fund Common Shares should remain virtually
unchanged by the Reorganization. Similarly, since the Acquiring Fund APS would
be issued at a liquidation preference per share equal to the liquidation
preference per share of the APS of a Target Fund, the respective liquidation
preference of the Acquiring Fund APS will remain unchanged by the
Reorganization. Thus, the Reorganization will result in no dilution of net asset
value of the Acquiring Fund Common Shares, other than to reflect the costs of
the Reorganization, and will result in no dilution to the value per share for
preferred shareholders of the Target Fund. However, as a result of the
Reorganizations, a shareholder of any of the Funds will hold a reduced
percentage of ownership in the larger combined entity than he or she did in any
of the constituent Funds.
No sales charge or fee of any kind will be charged to shareholders of the
Target Funds in connection with their receipt of Acquiring Fund Common Shares or
Acquiring Fund APS in the Reorganizations. Preferred shareholders of the Target
Funds will find that the auction dates and dividend payment dates for the
Acquiring Fund APS received in the Reorganizations are ordinarily (i.e., except
in the case of a special dividend period) on a 7 day schedule rather than a 28
day schedule. Any change in the standard dividend period should not materially
affect the value of the preferred shares of the Target Funds. As a result of the
Reorganizations, the last dividend periods for the Target Funds' preferred
shares prior to the Closing Date may be shorter than the ordinary dividend
period for such shares.
TERMS OF THE REORGANIZATION AGREEMENTS
The following is a summary of the significant terms of a Reorganization
Agreement. The terms of each Reorganization Agreement are identical. This
summary is qualified in its entirety by reference to the form of Reorganization
Agreement, attached as Appendix A to the Statement of Additional Information.
VALUATION OF ASSETS AND LIABILITIES. The respective assets of each of the
Funds will be valued on the business day prior to the Closing Date (the
"Valuation Date"). The valuation procedures are the same for each Fund: the net
asset value per Common Share of each Fund will be determined after the close of
business on
51
the NYSE (generally, 4:00 p.m., Eastern time) on the Valuation Date. For the
purpose of determining the net asset value of a Common Share of each Fund, the
value of the securities held by the issuing Fund plus any cash or other assets
(including interest accrued but not yet received) minus all liabilities
(including accrued expenses) and the aggregate liquidation value of the
outstanding APS of the issuing Fund is divided by the total number of Common
Shares of the issuing Fund outstanding at such time. Daily expenses, including
the fees payable to the Adviser, will accrue on the Valuation Date.
AMENDMENTS AND CONDITIONS. The Reorganization Agreement may be amended at any
time prior to the Closing Date with respect to any of the terms therein. The
obligations of each Fund pursuant to the Reorganization Agreement are subject to
various conditions, including a registration statement on Form N-14 being
declared effective by the SEC, approval by the shareholders of the Target Fund,
approval of the issuance of additional Acquiring Fund Common Shares by the
common shareholders of the Acquiring Fund, receipt of an opinion of counsel as
to tax matters, receipt of an opinion of counsel as to corporate and securities
matters and the continuing accuracy of various representations and warranties of
the Funds being confirmed by the respective parties.
POSTPONEMENT; TERMINATION. Under the Reorganization Agreement, the Board of
Trustees of either Fund may cause the Reorganization to be postponed or
abandoned in certain circumstances should such Board determine that it is in the
best interests of the shareholders of its respective Fund to do so.
The Reorganization Agreement may be terminated, and the Reorganization
abandoned at any time (whether before or after adoption thereof by the
shareholders of either of the Funds) prior to the Closing Date, or the Closing
Date may be postponed: (i) by mutual consent of the Boards of Trustees of the
Funds and (ii) by the Board of Trustees of either Fund if any condition to that
Fund's obligations set forth in the Reorganization Agreement has not been
fulfilled or waived by such Board.
SURRENDER AND EXCHANGE OF SHARE CERTIFICATES. After the Closing Date, each
holder of an outstanding certificate or certificates formerly representing
Target Fund common shares will be entitled to receive, upon surrender of his or
her certificate or certificates, a certificate or certificates representing the
number of Acquiring Fund Common Shares distributable with respect to such
holder's Target Fund common shares, together with cash in lieu of any fractional
Acquiring Fund Common Shares. Promptly after the Closing Date, the transfer
agent for the Acquiring Fund Common Shares will mail to each holder of
certificates formerly representing Target Fund common shares a letter of
transmittal for use in surrendering his or her certificates for certificates
representing Acquiring Fund Common Shares and cash in lieu of any fractional
shares.
52
Please do not send in any share certificates at this time. Upon consummation
of the Reorganization, holders of Target Fund common shares will be furnished
with instructions for exchanging their share certificates for Acquiring Fund
share certificates and, if applicable, cash in lieu of fractional shares.
From and after the Closing Date, certificates formerly representing Target
Fund common shares will be deemed for all purposes to evidence ownership of the
number of full Acquiring Fund Common Shares distributable with respect to the
Target Fund common shares held before the Reorganization as described above and
as shown in the table above, provided that, until such share certificates have
been so surrendered, no dividends payable to the holders of record of Target
Fund common shares as of any date subsequent to the Closing Date will be
reinvested pursuant to the Acquiring Fund's Dividend Reinvestment Plan, but will
instead be paid in cash. Once such Target Fund share certificates have been
surrendered, participants in the Target Fund's Dividend Reinvestment Plan will
automatically be enrolled in the Dividend Reinvestment Plan of the Acquiring
Fund.
From and after the Closing Date, there will be no transfers on the share
transfer books of the Target Fund. If, after the Closing Date, certificates
representing Target Fund Common Shares are presented to the Acquiring Fund, they
will be cancelled and exchanged for certificates representing Acquiring Fund
Common Shares, as applicable, and cash in lieu of fractional shares, if any,
distributable with respect to such Target Fund Common Shares in the
Reorganization.
Preferred shares are held in "street name" by the Depository Trust Company and
all transfers will be accomplished by book entry.
EXPENSES OF THE REORGANIZATIONS. In the event the Reorganizations are
completed, the expenses of the Reorganizations will be shared by the Target
Funds and the Acquiring Fund in proportion to their projected declines in total
operating expenses as a result of the Reorganizations. The expenses of the
Reorganizations will not be borne by the preferred shareholders of any Fund.
Management of the Funds estimates total costs of the Reorganizations to be
approximately $ . Of these expenses, approximately $ will be borne by
California Municipal Trust, $ will be borne by California Quality Municipal
Trust, $ will be borne by Trust for Investment Grade California Municipals
and $ will be borne by the Acquiring Fund, assuming each of the
Reorganizations is approved and completed. In the event a Reorganization is not
completed, the Adviser will bear the costs associated with such Reorganization.
The Target Fund Board has reviewed and approved the foregoing arrangements with
respect to expenses and other charges relating to the Reorganizations.
Expenses incurred in connection with the Reorganizations include, but are not
limited to: all costs related to the preparation and distribution of materials
distributed to each Fund's Board; all expenses incurred in connection with the
53
preparation of the Reorganization Agreements and registration statements on Form
N-14; SEC and state securities commission filing fees and legal and audit fees
in connection with the Reorganizations; the costs of printing and distributing
this Joint Proxy Statement/Prospectus; legal fees incurred preparing materials
for the Board of each Fund, attending each Fund's Board meetings and preparing
the minutes; auditing fees associated with each Fund's financial statements;
portfolio transfer taxes (if any); and any similar expenses incurred in
connection with the Reorganizations. Neither the Funds nor the Adviser will pay
any expenses of shareholders arising out of or in connection with the
Reorganizations.
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS
The following is a general summary of the material anticipated U.S. federal
income tax consequences of the Reorganizations. The discussion is based upon the
Internal Revenue Code, Treasury regulations, court decisions, published
positions of the Internal Revenue Service ("IRS") and other applicable
authorities, all as in effect on the date hereof and all of which are subject to
change or differing interpretations (possibly with retroactive effect). The
discussion is limited to U.S. persons who hold shares of a Target Fund as
capital assets for U.S. federal income tax purposes (generally, assets held for
investment). This summary does not address all of the U.S. federal income tax
consequences that may be relevant to a particular shareholder or to shareholders
who may be subject to special treatment under federal income tax laws. No ruling
has been or will be obtained from the IRS regarding any matter relating to the
Reorganizations. No assurance can be given that the IRS would not assert, or
that a court would not sustain, a position contrary to any of the tax aspects
described below. Prospective investors must consult their own tax advisers as to
the U.S. federal income tax consequences of the Reorganizations, as well as the
effects of state, local and non-U.S. tax laws.
It is a condition to closing each Reorganization that the respective Target
Fund and the Acquiring Fund receive an opinion from Skadden, Arps, Slate,
Meagher & Flom LLP ("Skadden Arps"), dated as of the Closing Date, regarding the
characterization of such Reorganization as a "reorganization" within the meaning
of Section 368(a) of the Internal Revenue Code. As such a reorganization, the
U.S. federal income tax consequences of each Reorganizations can be summarized
as follows:
- No gain or loss will be recognized by a Target Fund or the Acquiring Fund
upon the transfer to the Acquiring Fund of substantially all of the assets
of the Target Fund in exchange solely for Acquiring Fund Common Shares and
Acquiring Fund APS and the assumption by the Acquiring Fund of substantially
all of the liabilities of the Target Fund and the subsequent liquidation of
the Target Fund.
- No gain or loss will be recognized by a shareholder of a Target Fund who
exchanges, as the case may be, all of his, her or its Target Fund common
54
shares solely for Acquiring Fund Common Shares pursuant to a Reorganization
(except with respect to cash received in lieu of a fractional share, as
discussed below) or all of his, her or its Target Fund preferred shares solely
for Acquiring Fund APS pursuant to a Reorganization.
- The aggregate tax basis of the Acquiring Fund Common Shares or Acquiring
Fund APS, as the case may be, received by a shareholder of a Target Fund
pursuant to a Reorganization will be the same as the aggregate tax basis of
the shares of Target Fund common shares (reduced by any amount of tax basis
allocable to a fractional share for which cash is received) or Target Fund
preferred shares surrendered in exchange therefor.
- The holding period of the Acquiring Fund Common Shares or Acquiring Fund
APS, as the case may be, received by a shareholder of a Target Fund pursuant
to a Reorganization will include the holding period of the shares of the
Target Fund surrendered in exchange therefor.
- A shareholder of a Target Fund that receives cash in lieu of a fractional
share of the Acquiring Fund pursuant to the Reorganization will recognize
capital gain or loss with respect to the fractional share in an amount equal
to the difference between the amount of cash received for the fractional
share and the portion of such shareholder's tax basis in its Target Fund
shares that is allocable to the fractional share. The capital gain or loss
will be long-term if the holding period for such Target Fund Common Shares
or Target Fund preferred shares, as the case may be, is more than one year
as of the date of the exchange.
- The Acquiring Fund's tax basis in a Target Fund's assets received by the
Acquiring Fund pursuant to a Reorganization will, in each instance, equal
the tax basis of such assets in the hands of such Target Fund immediately
prior to such Reorganization, and the Acquiring Fund's holding period of
such assets will, in each instance, include the period during which the
assets were held by such Target Fund.
The Acquiring Fund intends to continue to be taxed under the rules applicable
to regulated investment companies as defined in Section 851 of the Internal
Revenue Code, which are the same rules currently applicable to each the Target
Funds and their shareholders.
The opinion of Skadden Arps will be based on federal income tax law in effect
on the Closing Date. In rendering its opinion, Skadden Arps will also rely upon
certain representations of the management of the Acquiring Fund and the Target
Funds and assume, among other things, that the Reorganizations will be
consummated in accordance with the Reorganization Agreements and as described
herein. An opinion of counsel is not binding on the IRS or any court.
55
Pursuant to the grandfather relief granted in Revenue Ruling 89-81, 1989-1
C.B. 226, California Municipal Trust is permitted to designate that dividends
paid on its RP consist of more than the RP's pro rata share of tax-exempt income
earned by the California Municipal Trust. Each of the other Target Funds and the
Acquiring Fund, however, is not eligible to make such disproportionate
designations. Accordingly, designations made by the other Target Funds and the
Acquiring Fund with respect to dividends paid on their respective preferred
shares will be treated as consisting of a pro rata portion of each type of
income so designated.
For five years after the Closing Date, the combined fund will not be allowed
to offset certain pre-Reorganization built-in gains attributable to one Fund
with certain built-in losses attributable to the other Funds.
SHAREHOLDER APPROVAL
Under the Declaration of Trust of each Target Fund (as amended to date and
including the Certificate of Vote of Trustees Establishing Preferred Shares of
each Target Fund), relevant Massachusetts law and the rules of the NYSE, the
AMEX, and the CHX, as the case may be, shareholder approval of each
Reorganization Agreement requires the affirmative vote of shareholders of the
respective Target Fund representing more than 50% of the outstanding common
shares and preferred shares of the Target Fund, each voting separately as a
class.
PROPOSAL 2: ELECTION OF TRUSTEES OF
CALIFORNIA MUNICIPAL TRUST
In the event that shareholders do not approve the Reorganization of California
Municipal Trust or shareholders of the Acquiring Fund do not approve the
issuance of additional Acquiring Fund Common Shares, California Municipal Trust
(also referred to in this section as the "Fund") will continue to exist and it
will be necessary to elect trustees of the Fund. In order to provide for this
contingency, this Joint Proxy Statement/Prospectus asks common shareholders of
California Municipal Trust to elect four Class I trustees at the Special
Meeting, to serve until the later of the Fund's Annual Meeting of Shareholders
in 2008 or until successors have been duly elected and qualified. Holders of
common shares of California Municipal Trust, voting as a separate class, will
vote with respect to four Class I trustees (David C. Arch, Jerry D. Choate,
Howard J Kerr and Suzanne H. Woolsey) designated to be elected by such class of
shares. An affirmative vote of a plurality of the Fund's common shares present
at the Special Meeting in person or by proxy is required to elect the nominees.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented by them for the election of the nominees listed unless the
proxy is marked otherwise.
NYSE rules call for listed companies to have their annual meeting to elect
trustees within a reasonable interval after the close of a company's fiscal
year. Since the current fiscal year of California Municipal Trust ends on June
30, 2005, the
56
Board of Trustees of the Fund is asking shareholders to elect trustees at this
time. The Board believes that combining the proposals related to the proposed
Reorganizations of the Target Funds with the proposal to elect trustees of
California Municipal Trust into one Joint Proxy Statement/Prospectus is cost
effective. The fiscal year ends of the other Target Funds and the Acquiring Fund
occur later in the year, and thus the Board of each such Fund will ask their
shareholders to elect trustees at a separate meeting to take place later in the
year.
As in the past, only one class of trustees is being submitted to shareholders
of California Municipal Trust for election at the Special Meeting. The
Declaration of Trust of the Fund provides that the Board of Trustees shall
consist of trustees divided into three classes, the classes to be as nearly
equal in number as possible. The trustees of only one class are elected at each
annual meeting so that the regular term of only one class of trustees will
expire annually and any particular trustee stands for election only once in each
three-year period. This type of classification may prevent replacement of a
majority of trustees of the Fund for up to a two-year period. The foregoing is
subject to the provisions of the 1940 Act, applicable state law and the Fund's
Declaration of Trust and Bylaws.
The Board of Trustees recommends a vote "FOR ALL" of the nominees.
INFORMATION REGARDING TRUSTEES AND NOMINEES
FOR ELECTION AS TRUSTEE
The tables below list the incumbent trustees and nominees for trustee, their
principal occupations during the last five years, other directorships held by
them and their affiliations, if any, with the Adviser, Van Kampen Funds Inc.,
Van Kampen Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor
Services, Inc. The term "Fund Complex" includes each of the investment companies
advised by the Adviser as of the date of this Joint Proxy Statement/ Prospectus.
Trustees of the Fund generally serve three year terms or until their successors
are duly elected and qualified. All nominees have consented to being named in
this Joint Proxy Statement/Prospectus and have agreed to serve if elected.
57
INDEPENDENT TRUSTEES
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
David C. Arch (59) Trustee Trustee Chairman and Chief Executive 83
Blistex Inc. since 2003 Officer of Blistex Inc., a
1800 Swift Drive consumer health care products
Oak Brook, IL 60523 manufacturer. Director of the
Heartland Alliance, a nonprofit
organization serving human needs
based in Chicago. Director of St.
Vincent de Paul Center, a Chicago
based day care facility serving
the children of low income
families. Board member of the
Illinois Manufacturers'
Association.
Jerry D. Choate (66) Trustee Trustee Prior to January 1999, Chairman 81
33971 Selva Road since 1999 and Chief Executive Officer of the
Suite 130 Allstate Corporation ("Allstate")
Dana Point, CA 92629 and Allstate Insurance Company.
Prior to January 1995, President
and Chief Executive Officer of
Allstate. Prior to August 1994,
various management positions at
Allstate.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE
David C. Arch (59) Trustee/Director/Managing
Blistex Inc. General Partner of funds in the
1800 Swift Drive Fund Complex.
Oak Brook, IL 60523
Jerry D. Choate (66) Trustee/Director/Managing
33971 Selva Road General Partner of funds in the
Suite 130 Fund Complex. Director of Amgen
Dana Point, CA 92629 Inc., a biotechnological
company, and Director of Valero
Energy Corporation, an
independent refining company.
</Table>
58
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Rod Dammeyer+ (64) Trustee Trustee President of CAC, L.L.C., a 83
CAC, L.L.C. since 2003 private company offering capital
4350 LaJolla Village Drive investment and management advisory
Suite 980 services. Prior to February 2001,
San Diego, CA 92122-6223 Vice Chairman and Director of
Anixter International, Inc., a
global distributor of wire, cable
and communications connectivity
products. Prior to July 2000,
Managing Partner of Equity Group
Corporate Investment (EGI), a
company that makes private
investments in other companies.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE
Rod Dammeyer+ (64) Trustee/Director/Managing
CAC, L.L.C. General Partner of funds in the
4350 LaJolla Village Drive Fund Complex. Director of
Suite 980 Stericycle, Inc., Ventana
San Diego, CA 92122-6223 Medical Systems, Inc., and GATX
Corporation, and Trustee of The
Scripps Research Institute and
the University of Chicago
Hospitals and Health Systems.
Prior to April 2004, Director
of TheraSense, Inc. Prior to
January 2004, Director of
TeleTech Holdings Inc. and
Arris Group, Inc. Prior to May
2002, Director of Peregrine
Systems Inc. Prior to February
2001, Director of IMC Global
Inc. Prior to July 2000,
Director of Allied Riser
Communications Corp., Matria
Healthcare Inc., Transmedia
Networks, Inc., CNA Surety,
Corp. and Grupo Azcarero Mexico
(GAM).
</Table>
59
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Linda Hutton Heagy (56) Trustee Trustee Managing Partner of Heidrick & 81
Heidrick & Struggles since 1995 Struggles, an executive search
233 South Wacker Drive firm. Trustee on the University of
Suite 7000 Chicago Hospitals Board, Vice
Chicago, IL 60606 Chair of the Board of the YMCA of
Metropolitan Chicago and a member
of the Women's Board of the
University of Chicago. Prior to
1997, Partner of Ray & Berndtson,
Inc., an executive recruiting
firm. Prior to 1996, Trustee of
The International House Board, a
fellowship and housing
organization for international
graduate students. Prior to 1995,
Executive Vice President of ABN
AMRO, N.A., a bank holding
company. Prior to 1992, Executive
Vice President of La Salle
National Bank.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE
Linda Hutton Heagy (56) Trustee/Director/Managing
Heidrick & Struggles General Partner of funds in the
233 South Wacker Drive Fund Complex.
Suite 7000
Chicago, IL 60606
</Table>
60
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
R. Craig Kennedy (52) Trustee Trustee Director and President of the 81
1744 R Street, NW since 1995 German Marshall Fund of the United
Washington, DC 20009 States, an independent U.S.
foundation created to deepen
understanding, promote
collaboration and stimulate
exchanges of practical experience
between Americans and Europeans.
Formerly, advisor to the Dennis
Trading Group Inc., a managed
futures and option company that
invests money for individuals and
institutions. Prior to 1992,
President and Chief Executive
Officer, Director and member of
the Investment Committee of the
Joyce Foundation, a private
foundation.
Howard J Kerr (69) Trustee Trustee Prior to 1998, President and Chief 83
736 North Western Avenue since 2003 Executive Officer of Pocklington
P.O. Box 317 Corporation, Inc., an investment
Lake Forest, IL 60045 holding company. Director of the
Marrow Foundation.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE
R. Craig Kennedy (52) Trustee/Director/Managing
1744 R Street, NW General Partner of funds in the
Washington, DC 20009 Fund Complex.
Howard J Kerr (69) Trustee/Director/Managing
736 North Western Avenue General Partner of funds in the
P.O. Box 317 Fund Complex. Director of the
Lake Forest, IL 60045 Lake Forest Bank & Trust.
</Table>
61
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Jack E. Nelson (68) Trustee Trustee President of Nelson Investment 81
423 Country Club Drive since 1995 Planning Services, Inc., a
Winter Park, FL 32789 financial planning company and
registered investment adviser in
the State of Florida. President of
Nelson Ivest Brokerage Services
Inc., a member of the NASD,
Securities Investors Protection
Corp. and the Municipal Securities
Rulemaking Board. President of
Nelson Sales and Services
Corporation, a marketing and
services company to support
affiliated companies.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE
Jack E. Nelson (68) Trustee/Director/Managing
423 Country Club Drive General Partner of funds in the
Winter Park, FL 32789 Fund Complex.
</Table>
62
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Hugo F. Sonnenschein+ (64) Trustee Trustee President Emeritus and Honorary 83
1126 E. 59th Street since 2003 Trustee of the University of
Chicago, IL 60637 Chicago and the Adam Smith
Distinguished Service Professor in
the Department of Economics at the
University of Chicago. Prior to
July 2000, President of the
University of Chicago. Trustee of
the University of Rochester and a
member of its investment
committee. Member of the National
Academy of Sciences, the American
Philosophical Society and a fellow
of the American Academy of Arts
and Sciences.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE
Hugo F. Sonnenschein+ (64) Trustee/Director/Managing
1126 E. 59th Street General Partner of funds in the
Chicago, IL 60637 Fund Complex. Director of
Winston Laboratories, Inc.
</Table>
63
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Suzanne H. Woolsey, Ph.D. (63) Trustee Trustee Chief Communications Officer of 81
815 Cumberstone Road since 1999 the National Academy of Sciences/
Harwood, MD 20776 National Research Council, an
independent, federally chartered
policy institution, from 2001 to
November 2003 and Chief Operating
Officer from 1993 to 2001.
Director of the Institute for
Defense Analyses, a federally
funded research and development
center, Director of the German
Marshall Fund of the United
States, Director of the Rocky
Mountain Institute and Trustee of
Colorado College. Prior to 1993,
Executive Director of the
Commission on Behavioral and
Social Sciences and Education at
the National Academy of
Sciences/National Research
Council. From 1980 through 1989,
Partner of Coopers & Lybrand.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE
Suzanne H. Woolsey, Ph.D. (63) Trustee/Director/Managing
815 Cumberstone Road General Partner of funds in the
Harwood, MD 20776 Fund Complex. Director of Fluor
Corp., an engineering,
procurement and construction
organization, since January
2004 and Director of Neurogen
Corporation, a pharmaceutical
company, since January 1998.
</Table>
64
INTERESTED TRUSTEES*
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INTERESTED TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Mitchell M. Merin* (51) Trustee, Trustee President and Chief Executive Officer of funds in the Fund 81
1221 Avenue of the Americas President since Complex. Chairman, President, Chief Executive Officer and
New York, NY 10020 and Chief 1999; Director of the Adviser and Van Kampen Advisors Inc. since
Executive President December 2002. Chairman, President and Chief Executive
Officer and Chief Officer of Van Kampen Investments since December 2002.
Executive Director of Van Kampen Investments since December 1999.
Officer Chairman and Director of Van Kampen Funds Inc. since
since 2002 December 2002. President, Director and Chief Operating
Officer of Morgan Stanley Investment Management since
December 1998. President and Director since April 1997 and
Chief Executive Officer since June 1998 of Morgan Stanley
Investment Advisors Inc. and Morgan Stanley Services Company
Inc. Chairman, Chief Executive Officer and Director of
Morgan Stanley Distributors Inc. since June 1998. Chairman
since June 1998, and Director since January 1998 of Morgan
Stanley Trust. Director of various Morgan Stanley
subsidiaries. President of the Morgan Stanley Funds since
May 1999. Previously Chief Executive Officer of Van Kampen
Funds Inc. from December 2002 to July 2003, Chief Strategic
Officer of Morgan Stanley Investment Advisors Inc. and
Morgan Stanley Services Company Inc. and Executive Vice
President of Morgan Stanley Distributors Inc. from April
1997 to June 1998. Chief Executive Officer from September
2002 to April 2003 and Vice President from May 1997 to April
1999 of the Morgan Stanley Funds.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE HELD BY TRUSTEE
Mitchell M. Merin* (51) Trustee/Director/
1221 Avenue of the Americas Managing General
New York, NY 10020 Partner of funds in
the Fund Complex.
</Table>
65
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INTERESTED TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Richard F. Powers, III* (58) Trustee Trustee Advisory Director of Morgan Stanley. Prior to December 2002, 83
1221 Avenue of the Americas since 1999 Chairman, Director, President, Chief Executive Officer and
New York, NY 10020 Managing Director of Van Kampen Investments and its
investment advisory, distribution and other subsidiaries.
Prior to December 2002, President and Chief Executive
Officer of funds in the Fund Complex. Prior to May 1998,
Executive Vice President and Director of Marketing at Morgan
Stanley and Director of Dean Witter, Discover & Co. and Dean
Witter Realty. Prior to 1996, Director of Dean Witter
Reynolds Inc.
Wayne W. Whalen* (65) Trustee Trustee Partner in the law firm of Skadden, Arps, Slate, Meagher & 83
333 West Wacker Drive since 1995 Flom LLP, legal counsel to funds in the Fund Complex.
Chicago, IL 60606
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE HELD BY TRUSTEE
Richard F. Powers, III* (58) Trustee/Director/
1221 Avenue of the Americas Managing General
New York, NY 10020 Partner of funds in
the Fund Complex.
Wayne W. Whalen* (65) Trustee/Director/
333 West Wacker Drive Managing General
Chicago, IL 60606 Partner of funds in
the Fund Complex.
Director of the
Abraham Lincoln
Presidential
Foundation.
</Table>
- ------------------------------------
* Such trustee is an "interested person" (within the meaning of Section 2(a)(19)
of the 1940 Act). Messrs. Merin and Powers are interested persons of funds in
the Fund Complex and the Adviser by reason of their current or former
positions with Morgan Stanley or its affiliates. Mr. Whalen is an interested
person of certain funds in the Fund Complex by reason of he and his firm
currently providing legal services as legal counsel to such funds in the Fund
Complex.
+ Designated as Preferred Shares Trustee.
66
REMUNERATION OF TRUSTEES
The compensation of trustees and executive officers that are affiliated
persons (as defined in 1940 Act) of the Adviser or Van Kampen Investments, Inc.
is paid by the respective entity. The funds in the Fund Complex, including the
California Municipal Trust, pay the non-affiliated trustees an annual retainer
and meeting fees.
Each fund in the Fund Complex (except the Van Kampen Exchange Fund) provides a
deferred compensation plan to its non-affiliated trustees that allows such
trustees to defer receipt of compensation and earn a return on such deferred
amounts based upon the return of the common shares of the funds in the Fund
Complex as selected by the respective non-affiliated trustees. Each fund in the
Fund Complex (except the Van Kampen Exchange Fund) also provides a retirement
plan to its non-affiliated trustees that provides non-affiliated trustees with
compensation after retirement, provided that certain eligibility requirements
are met as more fully described below.
Each non-affiliated trustee generally can elect to defer receipt of all or a
portion of the compensation earned by such non-affiliated trustee until
retirement. Amounts deferred are retained by the respective fund and earn a rate
of return determined by reference to the return on the common shares of such
fund or other funds in the Fund Complex as selected by the respective
non-affiliated trustee, with the same economic effect as if such non-affiliated
trustee had invested in one or more funds in the Fund Complex, including the
Funds. To the extent permitted by the 1940 Act, each Fund may invest in
securities of those funds selected by the non-affiliated trustees in order to
match the deferred compensation obligation. The deferred compensation plan is
not funded and obligations thereunder represent general unsecured claims against
the general assets of the respective fund.
California Municipal Trust has adopted a retirement plan. Under the retirement
plan, a non-affiliated trustee who is receiving trustee's compensation from a
fund prior to such non-affiliated trustee's retirement, has at least 10 years of
service (including years of service prior to adoption of the retirement plan)
for such fund and retires at or after attaining the age of 60, is eligible to
receive a retirement benefit each year for ten years following such trustee's
retirement from such Fund. Non-affiliated trustees retiring prior to the age of
60 or with fewer than 10 years but more than 5 years of service may receive
reduced retirement benefits from a fund.
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 Fund's most recently completed fiscal year end in 2004 or
the Fund Complex's most recently completed calendar year ended December 31,
2004.
67
COMPENSATION TABLE
<Table>
<Caption>
FUND COMPLEX
--------------------------------------------------------
AGGREGATE AGGREGATE
PENSION OR ESTIMATED TOTAL
AGGREGATE RETIREMENT MAXIMUM ANNUAL COMPENSATION
COMPENSATION BENEFITS ACCRUED BENEFITS ACCRUED BEFORE DEFERRAL
FROM THE AS PART OF AS PART OF FROM
NAME FUND EXPENSES(3) EXPENSES(4) FUND COMPLEX(5)
- ---- ------------ ---------------- ---------------- ---------------
INDEPENDENT TRUSTEES
David C. Arch.......... $ 35,277 $147,500 $192,530
Jerry D. Choate........ 82,527 126,000 200,002
Rod Dammeyer........... 63,782 147,500 208,000
Linda Hutton Heagy..... 24,465 142,500 184,784
R. Craig Kennedy....... 16,911 142,500 200,002
Howard J Kerr.......... 140,743 147,500 208,000
Jack E. Nelson......... 97,294 109,500 200,002
Hugo F. Sonnenschein... 64,476 147,500 208,000
Suzanne H. Woolsey..... 58,450 142,500 200,002
INTERESTED TRUSTEE
Wayne W. Whalen(1)..... 72,001 147,500 208,000
</Table>
- ---------------
(1) Trustees not eligible for compensation and retirement benefits are not
included in the Compensation Table. Mr. Whalen is an "interested person"
(within the meaning of Section 2(a)(19) of the 1940 Act) of the Fund and
certain other funds in the Fund Complex. J. Miles Branagan retired as a
member of the Board of Trustees of the Fund and other funds in the Fund
Complex as of December 31, 2004.
(2) The amounts shown in this column represent the aggregate compensation before
deferral by the trustees with respect to the Fund's fiscal year ended June
30, 2004. The following trustees deferred compensation from the Fund during
the fiscal year ended June 30, 2004: Mr. Choate, $ ; Mr. Dammeyer,
$ ; Ms. Heagy, $ ; Mr. Nelson, $ ; Mr. Sonnenschein, $ ;
and Mr. Whalen, $ . The cumulative deferred compensation (including
interest) accrued with respect to each trustee, including former trustees,
from the Fund as of June 30, 2004 is as follows: Mr. Branagan, $ ; Mr.
Choate, $ ; Mr. Dammeyer, $ ; Ms. Heagy, $ ; Mr. Kennedy,
$ ; Mr. Miller, $ ; Mr. Nelson, $ ; Mr. Rees, $ ; Mr.
Robinson, $ ; Mr. Rooney, $ ; Mr. Sisto, $ ; Mr.
Sonnenschein, $ ; and Mr. Whalen, $ . The deferred compensation
plan is described above the table. Amounts deferred are retained by the Fund
and earn a rate of return determined by reference to either the return on
68
the common shares of the Fund or the common shares of other funds in the
Fund Complex as selected by the respective trustee. To the extent permitted
by the 1940 Act, the Fund may invest in securities of these funds selected
by the trustees in order to match the deferred compensation obligation.
(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 2004.
(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 person's anticipated retirement. The
retirement plan is described above the compensation table.
(5) The amounts shown in this column are accumulated from the aggregate
compensation of the operating investment companies in the Fund Complex for
the calendar year ended December 31, 2004 before deferral by the trustees
under the deferred compensation plan. Because the funds in the Fund Complex
have different fiscal year ends, the amounts shown in this column are
presented on a calendar year basis.
BOARD COMMITTEES AND MEETINGS
The Board of Trustees has three standing committees (an audit committee, a
brokerage and services committee and a governance committee). Each committee is
comprised solely of "Independent Trustees", which is defined for purposes herein
as trustees who: (1) are not "interested persons" of the Fund as defined by the
1940 Act and (2) are "independent" of the Fund as defined by the NYSE, American
Stock Exchange and CHX listing standards.
The Board's audit committee consists of Jerry D. Choate, Rod Dammeyer and R.
Craig Kennedy. In addition to being Independent Trustees as defined above, each
of these trustees also meets the additional independence requirements for audit
committee members as defined by the NYSE, AMEX and CHX listing standards. The
audit committee makes recommendations to the Board of Trustees concerning the
selection of the Fund's independent registered public accounting firm, reviews
with such independent registered public accounting firm the scope and results of
the Fund's annual audit and considers any comments which the independent
registered public accounting firm may have regarding the Fund's financial
statements, books of account or internal controls. The Board of Trustees has
adopted a formal written charter for the audit committee which sets forth the
audit committee's responsibilities. The audit committee has reviewed and
discussed the financial statements of each Fund with management as well as with
the independent registered public accounting firm of the Fund, and discussed
with the independent registered public accounting firm the matters required to
be discussed under the
69
Statement of Auditing Standards No. 61. The audit committee has received the
written disclosures and the letter from the independent registered public
accounting firm required under Independence Standards Board Standard No. 1 and
has discussed with the independent registered public accounting firm its
independence. Based on this review, the audit committee recommended to the Board
of Trustees of the Fund that the 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 SEC.
In accordance with proxy rules promulgated by the SEC, a fund's audit
committee charter is required to be filed at least once every three years as an
exhibit to a fund's proxy statement. The audit committee charter of the Target
Fund was attached as an exhibit to the Van Kampen Joint Closed-End Fund Proxy
Statement, filed with the SEC on May 19, 2004.
The Board's brokerage and services committee consists of Linda Hutton Heagy,
Hugo F. Sonnenschein and Suzanne H. Woolsey. The brokerage and services
committee reviews the Fund's allocation of brokerage transactions and
soft-dollar practices and reviews the transfer agency and shareholder servicing
arrangements with Investor Services.
The Board's governance committee consists of David C. Arch, Howard J Kerr and
Jack E. Nelson. In addition to being Independent Trustees as defined above, each
of these trustees also meets the additional independence requirements for
nominating committee members as defined by the NYSE, AMEX and CHX listing
standards. The governance committee identifies individuals qualified to serve as
Independent Trustees on the Board and on committees of the Board, advises the
Board with respect to Board composition, procedures and committees, develops and
recommends to the Board a set of corporate governance principles applicable to
the Fund, monitors corporate governance matters and makes recommendations to the
Board, and acts as the administrative committee with respect to Board policies
and procedures, committee policies and procedures and codes of ethics. The
Independent Trustees of the Fund select and nominate any other nominee
Independent Trustees for the Fund. While the Independent Trustees of the Fund
expect to be able to continue to identify from their own resources an ample
number of qualified candidates form the Board of Trustees as they deem
appropriate, they will consider nominations from shareholders to the Board.
Nominations from shareholders should be in writing and sent to the Independent
Trustees as described below.
In accordance with proxy rules promulgated by the SEC, a fund's nominating
committee charter is required to be filed at least once every three years as an
exhibit to a fund's proxy statement. The governance committee charter of the
Fund was attached as an exhibit to the Van Kampen Joint Closed-End Fund Proxy
Statement, filed with the SEC on May 19, 2004.
70
During the Fund's last fiscal year, the Board of Trustees held meetings.
During the Fund's last fiscal year, the audit committee of the Board held
meetings, the brokerage and services committee of the Board held 4
meetings and the governance committee of the Board and held [ ] meetings. During
the last fiscal year, each of the trustees of the Fund during such period such
trustee served as a trustee attended at least 75% of the meetings of the Board
of Trustees and all committee meetings thereof of which such trustee was a
member.
OTHER INFORMATION
EXECUTIVE OFFICERS OF THE FUNDS
The following information relates to the executive officers of the Fund 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 Adviser or
affiliates of the Adviser. The officers the Fund are appointed annually by the
trustees and serve for one year or until their respective successors are chosen
and qualified. The Funds' officers receive no compensation from the funds in the
Fund Complex but may also be officers of the Adviser or officers of affiliates
of the Adviser and receive compensation in such capacities.
71
OFFICERS
<Table>
<Caption>
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS
- ------------------ ----------- ---------- -----------------------
Stefanie V. Chang Yu (38) Vice President Officer Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas and Secretary since 2003 Vice President and Secretary of funds in the Fund Complex.
New York, NY 10020
Amy R. Doberman (42) Vice President Officer Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas since 2004 Management; Managing Director of Morgan Stanley Investment
New York, NY 10020 Management, Inc., Morgan Stanley Investment Advisers Inc.
and the Adviser. Vice President of the Morgan Stanley
Institutional and Retail Funds since July 2004 and Vice
President of funds in the Fund Complex as of August 2004.
Previously, Managing Director and General Counsel of
Americas, UBS Global Asset Management from July 2000 to July
2004 and General Counsel of Aeltus Investment Management,
Inc from January 1997 to July 2000.
James W. Garrett (36) Chief Financial Officer Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas Officer and since 2005 Chief Financial Officer and Treasurer of Morgan Stanley
New York, NY 10020 Treasurer Institutional Funds since 2002 and of funds in the Fund
Complex since 2005.
Joseph J. McAlinden (62) Executive Vice Officer Managing Director and Chief Investment Officer of Morgan
1221 Avenue of the Americas President and since 2002 Stanley Investment Advisors Inc., Morgan Stanley Investment
New York, NY 10020 Chief Investment Management Inc. and Morgan Stanley Investments LP and
Officer Director of Morgan Stanley Trust for over 5 years. Executive
Vice President and Chief Investment Officer of funds in the
Fund Complex. Managing Director and Chief Investment Officer
of Van Kampen Investments, the Adviser and Van Kampen
Advisors Inc. since December 2002.
</Table>
72
<Table>
<Caption>
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS
- ------------------ ----------- ---------- -----------------------
Ronald E. Robison (66) Executive Vice Officer Executive Vice President and Principal Executive Officer of
1221 Avenue of the Americas President and since 2003 Funds in the Fund Complex since May 2003. Chief Executive
New York, NY 10020 Principal Officer and Chairman of Investor Services. Managing Director
Executive of Morgan Stanley. Chief Administrative Officer, Managing
Officer Director and Director of Morgan Stanley Investment Advisors
Inc., Morgan Stanley Services Company Inc. and Managing
Director and Director of Morgan Stanley Distributors Inc.
Chief Executive Officer and Director of Morgan Stanley
Trust. Executive Vice President and Principal Executive
Officer of the Institutional and Retail Morgan Stanley
Funds; Director of Morgan Stanley SICAV; previously Chief
Global Operations Officer and Managing Director of Morgan
Stanley Investment Management Inc.
John L. Sullivan (49) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza Officer since 1996 August 2004. Prior August 2004, Director and Managing
Oakbrook Terrace, IL 60181 Director of Van Kampen Investments, the Adviser, Van Kampen
Advisors Inc. and certain other subsidiaries of Van Kampen
Investments, Vice President, Chief Financial Officer and
Treasurer of funds in the Fund Complex and head of Fund
Accounting for Morgan Stanley Investment Management. Prior
to December 2002, Executive Director of Van Kampen
Investments, the Adviser and Van Kampen Advisors Inc.
</Table>
73
SHAREHOLDER INFORMATION
As of April , 2005, to the knowledge of the Fund, no shareholder owned
beneficially more than 5% of its outstanding common shares. As of April ,
2005, Mr. Dammeyer owned common shares, representing % of the total common
shares outstanding of the Fund. To the knowledge of the Fund, no other trustee
or executive officer owned, directly or beneficially, the common shares of the
Fund as of April , 2005, and no trustees or executive officers owned any
preferred shares of the Fund as of that date.
Excluding deferred compensation balances as described in the Compensation
Table above, as of April , 2005, each trustee beneficially owned equity
securities of the Fund and other funds in the Fund Complex overseen by the
trustees in the dollar range amounts as specified below.
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
INDEPENDENT TRUSTEES
<Table>
<Caption>
TRUSTEE
---------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
---- ------ -------- ----- ------- ---- ------ ------------ -------
Dollar range of equity
securities owned in
the Fund..............
Aggregate dollar range
of equity securities
owned in all
registered investment
companies overseen by
trustee in Fund
Complex...............
</Table>
INTERESTED TRUSTEES
<Table>
<Caption>
TRUSTEE
-----------------------
MERIN POWERS WHALEN
----- ------ ------
Dollar range of equity securities in the
Target Fund...........................
Aggregate dollar range of equity
securities in all registered
investment companies overseen by
trustee in Fund Complex...............
</Table>
Including deferred compensation balances as described in the Compensation
Table, as of April , 2005, each Trustee owned the dollar ranges of amounts of
the Target Fund and other funds in the Fund Complex as specified below.
74
TRUSTEE BENEFICIAL OWNERSHIP AND DEFERRED COMPENSATION
INDEPENDENT TRUSTEES
<Table>
<Caption>
TRUSTEE
---------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
---- ------ -------- ----- ------- ---- ------ ------------ -------
Dollar range of equity
securities and
deferred compensation
in the Fund...........
Aggregate dollar range
of equity securities
and deferred
compensation in all
registered investment
companies overseen by
trustee in Fund
Complex...............
</Table>
INTERESTED TRUSTEES
<Table>
<Caption>
TRUSTEE
-----------------------
MERIN POWERS WHALEN
----- ------ ------
Dollar range of equity securities owned
in the Fund...........................
Aggregate dollar range of equity
securities owned in all registered
investment companies overseen by
trustee in Fund Complex...............
</Table>
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees of the Fund, including a majority of the trustees who
are not "interested persons" of the Fund (as defined by the 1940 Act), has
selected as the independent registered public accounting firm to examine
the financial statements for the current fiscal year of the Fund. The selection
of for the current fiscal year was recommended and approved by the Fund's
audit committee and approved by the Fund's Board. The Fund knows of no direct or
indirect financial interest of [ ] in the Fund.
AUDIT AND OTHER FEES
The Fund and certain "covered entities" were billed the amounts listed below
by during the Fund's most recent two fiscal years.
75
FISCAL YEAR ENDED JUNE 30, 2004
<Table>
<Caption>
NON-AUDIT FEES
-----------------------------------
AUDIT AUDIT ALL TOTAL
ENTITY FEES RELATED TAX OTHER NON-AUDIT TOTAL
- ------ ----- ------- --- ----- --------- -----
Fund....................
Covered Entities*.......
</Table>
FISCAL YEAR ENDED JUNE 30, 2003
<Table>
<Caption>
NON-AUDIT FEES
-----------------------------------
AUDIT AUDIT ALL TOTAL
ENTITY FEES RELATED TAX OTHER NON-AUDIT TOTAL
- ------ ----- ------- --- ----- --------- -----
Fund....................
Covered Entities*.......
</Table>
- ---------------
* Covered Entities include the Adviser and any entity controlling, controlled by
or under common control with the Adviser that provides ongoing services to the
Target Fund.
The audit committee of the Board has considered whether the provision of
non-audit services performed by to the Fund and "covered entities" is
compatible with maintaining 's independence in performing audit services.
Beginning with non-audit service contracts entered into on or after May 6, 2003,
the audit committee also is required to pre-approve services to "covered
entities" to the extent that the services are determined to have a direct impact
on the operations or financial reporting of the Fund. One hundred percent of
such services were pre-approved by the audit committee pursuant to the audit
committee's pre-approval policies and procedures. The Board's pre-approval
policies and procedures are included as part of the Board's audit committee
charter, which was attached to the Van Kampen Joint Closed-End Fund Proxy
Statement, filed with the SEC on May 19, 2004.
Representatives of will attend the Special Meeting, will have the
opportunity to make a statement if they desire to do so and will be available to
answer appropriate questions.
- ------------------------------------------------------------------------------
PROPOSAL 3: ISSUANCE OF ACQUIRING FUND COMMON SHARES
- ------------------------------------------------------------------------------
THE REORGANIZATIONS
Pursuant to the Reorganization Agreements, which are described more fully
under "Proposal 1: Reorganizations of the Target Funds" herein, the Acquiring
Fund will acquire substantially all of the assets and assume substantially all
of the liabilities of each Target Fund in exchange solely for an equal aggregate
value of
76
Acquiring Fund Common Shares and Acquiring Fund APS. Each Target Fund will
distribute Acquiring Fund Common Shares to its common shareholders and Acquiring
Fund APS to its preferred shareholders, and will then terminate its registration
under the 1940 Act and dissolve under applicable state law. The Acquiring Fund
Board, based upon its evaluation of all relevant information, anticipates that
each Reorganization will benefit holders of Acquiring Fund Common Shares.
The aggregate net asset value of Acquiring Fund Common Shares issued in each
Reorganization will equal the aggregate net asset value of the Target Fund's
common shares held immediately prior to the Reorganization, less the costs of
the Reorganization (though shareholders may receive cash for their fractional
shares). The aggregate liquidation preference of Acquiring Fund APS issued in
the Reorganization will equal the aggregate liquidation preference of the Target
Fund's preferred shares held immediately prior to the Reorganization. The
Reorganization will result in no reduction of the net asset value of the
Acquiring Fund Common Shares, other than to reflect the costs of each
Reorganization. No gain or loss will be recognized by the Acquiring Fund or its
shareholders in connection with each Reorganization. The Acquiring Fund will
continue to operate as a registered closed-end investment company with the
investment objective and policies described in this Joint Proxy
Statement/Prospectus.
In connection with Reorganizations and as contemplated by the Reorganization
Agreements, the Acquiring Fund will issue additional Acquiring Fund Common
Shares and list such shares on the NYSE and the CHX.
SHAREHOLDER APPROVAL
While applicable state and federal law does not require the shareholders of
the Acquiring Fund to approve the Reorganizations, applicable NYSE rules require
the common shareholders of the Acquiring Fund to approve the issuance of
additional Acquiring Fund Common Shares issued in connection with the
Reorganizations. Shareholder approval of the issuance of Acquiring Fund Common
Shares requires the affirmative vote of a majority of votes cast, provided that
total votes cast on the proposal represents over 50% of all securities entitled
to vote on the matter. For more information regarding voting requirements, see
the section entitled "Other Information -- Voting Information and Requirements"
below.
- ------------------------------------------------------------------------------
OTHER INFORMATION
- ------------------------------------------------------------------------------
VOTING INFORMATION AND REQUIREMENTS
RECORD DATE. The Target Fund Board has fixed the close of business on April
25, 2005 as the record date (the "Record Date") for the determination of
shareholders
77
entitled to notice of, and to vote at, the Special Meeting or any adjournment
thereof. Shareholders on the Record Date will be entitled to one vote for each
share held, with no shares having cumulative voting rights. At the Record Date,
California Municipal Trust had outstanding common shares and
preferred shares, California Quality Municipal Trust had outstanding
common shares and preferred shares, Trust for Investment Grade
California Municipals had outstanding common shares and
preferred shares and the Acquiring Fund had outstanding common shares
and preferred shares.
PROXIES. Shareholders may vote by appearing in person at the Special Meeting,
by returning the enclosed proxy card or by casting their vote via telephone or
the internet using the instructions provided on the enclosed proxy card. Any
person giving a proxy may revoke it at any time prior to its exercise by giving
written notice of the revocation to the Secretary of the Target Fund at the
address indicated above, by delivering a duly executed proxy bearing a later
date, or by attending the Special Meeting and voting in person. The giving of a
proxy will not affect your right to vote in person if you attend the Special
Meeting and wish to do so.
All properly executed proxies received prior to the Special Meeting will be
voted in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted "FOR" the approval of each proposal. Abstentions and broker non-votes
(i.e., where a nominee such as a broker holding shares for beneficial owners
votes on certain matters pursuant to discretionary authority or instructions
from beneficial owners, but with respect to one or more proposals does not
receive instructions from beneficial owners or does not exercise discretionary
authority) are not treated as votes "FOR" a proposal.
With respect to Proposal 1, abstentions and broker non-votes have the same
effect as votes "AGAINST" the proposals since their approvals are based on the
affirmative vote of a majority of each Target Fund's outstanding common shares
and preferred shares, each voting as a separate class. With respect to Proposal
2, abstentions and broker non-votes are disregarded since only votes "FOR" are
considered in a plurality voting requirement. With respect to Proposal 3,
abstentions will not be treated as votes "FOR" the proposal but will be counted
as votes cast on the proposal and will therefore have the same effect as votes
"AGAINST" the proposal. Broker non-votes will not be treated as vote "FOR" the
proposal and will not be counted as votes cast on the proposal and will
therefore have the effect of reducing the aggregate number of shares voting on
the proposal and reducing the number of votes "FOR" required to approve the
proposal.
With respect to each proposal, a majority of the outstanding shares entitled
to vote on the proposal must be present in person or by proxy to have a quorum
to
78
conduct business at the Special Meeting. Abstentions and broker non-votes will
be deemed present for quorum purposes.
VOTING INFORMATION REGARDING PREFERRED SHARES OF CERTAIN TARGET FUNDS. With
respect to California Quality Municipal Trust and Trust for Investment Grade
California Municipals, pursuant to the rules of the NYSE, preferred shares held
in "street name" may be voted under certain conditions by broker-dealer firms
and counted for purposes of establishing a quorum of that Fund if no
instructions are received one business day before the Special Meeting or, if
adjourned, one business day before the day to which the Special Meeting is
adjourned. These conditions include, among others, that (i) at least 30% of the
Target Fund's preferred shares outstanding have voted on the Reorganization and
(ii) less than 10% of the Target Fund's preferred shares outstanding have voted
against the Reorganization. In such instance, the broker-dealer firm will vote
such uninstructed Target Fund's preferred shares on the Reorganization in the
same proportion as the votes cast by all Target Fund preferred shareholders who
voted on the Reorganization. The Fund will include shares held of record by
broker-dealers as to which such authority has been granted in its tabulation of
the total number of shares present for purposes of determining whether the
necessary quorum of shareholders of the Fund exists.
SHAREHOLDER INFORMATION
[As of April , 2005, to the knowledge of the Fund, no shareholder owned
beneficially more than 5% of its outstanding common shares.] [Except as set
forth below, as of April , 2005, to the knowledge of the Funds, no shareholder
owned beneficially more than 5% of a class of a Fund's outstanding shares:]
[As of April , 2005, Mr. Dammeyer owned common shares, representing
% of the total common shares outstanding of the Fund. To the knowledge of the
Fund, no other trustee or executive officer owned, directly or beneficially, the
Common Shares of the Fund as of April , 2005, and no trustees or executive
officers owned any preferred shares of the Fund as of that date.]
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 the Funds' trustees, officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than 10%
of a registered class of a Fund's equity securities to file forms with the SEC
and the NYSE or AMEX, as applicable, reporting their affiliation with a Fund and
reports of ownership and changes in ownership of Fund shares. These persons and
entities are required by SEC regulation to furnish a 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.
79
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. 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 1221
Avenue of the Americas, New York, New York 10020.
SOLICITATION OF PROXIES
Solicitation of proxies is being made primarily by the mailing of this Notice
and Joint Proxy Statement/Prospectus with its enclosures on or about May ,
2005. Shareholders of the Target Funds whose shares are held by nominees such as
brokers can vote their proxies by contacting their respective nominee. In
addition to the solicitation of proxies by mail, employees of the Adviser and
its affiliates as well as dealers or their representatives may, without
additional compensation, solicit proxies in person or by mail, telephone,
telegraph, facsimile or oral communication. The Target Funds have retained ALAMO
Direct Mail Services, Inc. ("ALAMO") to make telephone calls to shareholders of
the Target Funds to remind them to vote. In addition, ALAMO may also be retained
to assist with any necessary solicitation of proxies. In the event of a
solicitation, ALAMO would be paid a project management fee as well as fees
charged on a per call basis and certain other expenses. Proxy solicitation
expenses are an expense of the Reorganizations which will be borne by the Target
Funds and the Acquiring Fund in proportion to their projected declines in total
operating expenses as a result of the Reorganizations. Management estimates that
any such solicitation would cost approximately $
for California Municipal Trust, $ for California Quality Municipal Trust,
$ for Trust for Investment Grade California Municipals and $ for the
Acquiring Fund.
LEGAL MATTERS
Certain legal matters concerning the federal income tax consequences of the
Reorganizations and the issuance of Acquiring Fund Common Shares and Acquiring
Fund APS will be passed upon by Skadden Arps, which serves as counsel to the
Target Funds and the Acquiring Fund. Wayne W. Whalen, a partner of Skadden Arps,
is a trustee of both the Target Funds and the Acquiring Fund.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Trustees of each Fund knows of no business other than that
described in this Joint Proxy Statement/Prospectus which will be presented for
consideration at the Special Meeting. If any other matters are properly
presented, it
80
is the intention of the persons named on the enclosed proxy card to vote proxies
in accordance with their best judgment.
In the event that a quorum is present at the Special Meeting but sufficient
votes to approve any of the proposals are not received, proxies (including
abstentions and broker non-votes) will be voted in favor of one or more
adjournments of the Special Meeting to permit further solicitation of proxies on
such proposals, provided that the Board of Trustees of each Fund determines 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 percentage of votes then cast, the percentage of negative votes
cast, the nature of the proposed solicitation activities and the nature of the
reasons for such further solicitation. Any such adjournment will require the
affirmative vote of the holders of a majority of the outstanding shares of the
respective Fund voted at the session of the Special Meeting to be adjourned.
If you cannot be present in person at the Special Meeting, please fill in,
sign and return the enclosed proxy card promptly. No postage is necessary if
mailed in the United States.
Lou Anne McInnis
Assistant Secretary
Van Kampen California Municipal Trust
Van Kampen California Quality
Municipal Trust
Van Kampen Trust for Investment Grade
California Municipals
Van Kampen California Value Municipal
Income Trust
May , 2005
81
[VAN KAMPEN INVESTMENTS LOGO]
EXHIBIT I
RATINGS OF MUNICIPAL BONDS
[To be filed by amendment]
THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND
MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MARCH 18, 2005
STATEMENT OF ADDITIONAL INFORMATION
RELATING TO THE ACQUISITION OF THE ASSETS AND LIABILITIES OF
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST,
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST
AND
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS
BY AND IN EXCHANGE FOR SHARES OF
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
DATED MAY 2, 2005
This Statement of Additional Information is available to the shareholders
of Van Kampen California Municipal Trust ("California Municipal Trust"), Van
Kampen California Quality Municipal Trust ("California Quality Municipal Trust")
and Van Kampen Trust For Investment Grade California Municipals ("Trust for
Investment Grade California Municipals") (each a "Target Fund" and collectively
the "Target Funds") in connection with proposed reorganizations (each a
"Reorganization" and collectively the "Reorganizations") whereby Van Kampen
California Value Municipal Income Trust (the "Acquiring Fund") will acquire
substantially all of the assets and assume substantially all of the liabilities
of the Target Funds in exchange solely for an equal aggregate value of
newly-issued common shares of beneficial interest, par value $0.01 per share
("Acquiring Fund Common Shares"), and newly-issued auction preferred shares with
a par value of $0.01 per share and a liquidation preference of $25,000 per share
("Acquiring Fund APS"). The Target Funds will distribute Acquiring Fund Common
Shares to common shareholders of the Target Funds and Acquiring Fund APS to
preferred shareholders of the Target Funds, and will then terminate their
registrations under the Investment Company Act of 1940, as amended (the "1940
Act"), and dissolve under applicable state law. A copy of a form of the
Agreement and Plan of Reorganization between each Target Fund and the Acquiring
Fund is attached hereto as Appendix A. Unless otherwise defined herein,
capitalized terms have the meanings given to them in the Joint Proxy
Statement/Prospectus.
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Joint Proxy Statement/Prospectus dated May 2, 2005
relating to the proposed Reorganizations of the Target Funds into the Acquiring
Fund. A copy of the Joint Proxy Statement/Prospectus may be obtained, without
charge, by writing to the Van Kampen Client Relations Department at 1 Parkview
Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555 or by calling (800)
847-2424 (TDD users may call (800) 421-2833).
Incorporated herein by reference in their entirety are: (i) the Certificate
of Vote of Trustees Establishing Preferred Shares (the "Certificate of Vote") of
the Acquiring Fund, attached hereto as Appendix B; (ii) the Annual Report of the
Acquiring Fund, dated October 31, 2004, attached hereto as Appendix C; (iii) the
Annual Report of California Municipal Trust, dated June 30, 2004, attached
hereto as Appendix D; (iv) the Semiannual Report of California Municipal Trust,
dated December 31, 2004, attached hereto as Appendix E; (v) the Annual Report of
California Quality Municipal Trust, dated October 31, 2004, attached hereto as
Appendix F; and (vi) the Annual Report of Trust for Investment Grade California
Municipals, dated October 31, 2004, attached hereto as Appendix G. The Acquiring
Fund will provide, without charge, upon the written or oral request of any
person to whom this Statement of Additional Information is delivered, a copy of
any and all documents that have been incorporated by reference in the
registration statement of which this Statement of Additional Information is a
part.
This Statement of Additional Information is intended to provide
shareholders of each Target Fund with certain additional information about the
Acquiring Fund, which will hereinafter sometimes be referred to simply as the
"Fund."
TABLE OF CONTENTS
<Table>
<Caption>
Trustees and Officers....................................... S-2
Investment Advisory Agreement............................... S-6
Portfolio Transactions and Brokerage Allocation............. S-9
Additional Information Relating to Auction Preferred Shares S-11
of the Acquiring Fund.....................................
Other Information........................................... S-20
Financial Statements........................................ S-21
Appendix A -- Agreement and Plan of Reorganization.......... A-1
Appendix B -- Certificate of Vote of Trustees Establishing B-1
Preferred Shares..........................................
Appendix C -- Annual Report of the Acquiring Fund........... C-1
Appendix D -- Annual Report of California Municipal Trust... D-1
Appendix E -- Semiannual Report of California Municipal E-1
Trust.....................................................
Appendix F -- Annual Report of California Quality Municipal F-1
Trust.....................................................
Appendix G -- Annual Report of Trust for Investment Grade G-1
California Municipals.....................................
Appendix H -- Proxy Voting Policy and Procedures............ H-1
Appendix I -- Pro Forma Financial Statements................ I-1
</Table>
S-1
TRUSTEES AND OFFICERS
GENERAL
The business and affairs of the Fund are managed under the direction of the
Fund's Board of Trustees and the Fund's officers appointed by the Board of
Trustees. The Acquiring Fund and Target Funds share the same Board of Trustees
and executive officers. Information regarding the trustees and executive
officers of the Acquiring Fund, including their principal occupations during the
last five years, other directorships held by trustees and certain affiliates,
can be found in the Joint Proxy Statement/Prospectus under "Proposal 2: Election
of Trustees of California Municipal Trust." The term "Fund Complex" includes
each of the investment companies advised by the Adviser as of the date of this
Statement of Additional Information.
COMPENSATION
Each trustee/director/managing general partner (hereinafter referred to in
this section as "trustee") who is not an affiliated person (as defined in the
1940 Act) of Van Kampen Investments, the Adviser or the Distributor (each a
"Non-Affiliated Trustee") is compensated by an annual retainer and meeting fees
for services to funds in the Fund Complex. Each fund in the Fund Complex (except
Van Kampen Exchange Fund) provides a deferred compensation plan to its
Non-Affiliated Trustees that allows trustees to defer receipt of their
compensation until retirement and earn a return on such deferred amounts.
Amounts deferred are retained by the Fund and earn a rate of return determined
by reference to the return on the common shares of the Fund or other funds in
the Fund Complex as selected by the respective Non-Affiliated Trustee. To the
extent permitted by the 1940 Act, the 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 Fund. Deferring compensation has the same economic effect as if
the Non-Affiliated Trustee reinvested his or her compensation into the funds.
Each fund in the Fund Complex (except Van Kampen Exchange Fund) 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. Under the retirement plan, a Non-Affiliated Trustee who is
receiving compensation from the 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) and retires at or after attaining the age of
60, is eligible to receive a retirement benefit per year for each of the 10
years following such retirement from the Fund. Non-Affiliated Trustees retiring
prior to the age of 60 or with fewer than 10 years but more than 5 years of
service may receive reduced retirement benefits from the Fund.
S-2
Additional information regarding compensation and benefits for trustees is
set forth below for the periods described in the notes accompanying the table.
COMPENSATION TABLE
<Table>
<Caption>
Fund Complex
--------------------------------------------------------------
Aggregate Pension Aggregate Estimated
or Retirement Maximum Annual
Aggregate Benefits Accrued Benefits from the Total Compensation
Compensation as Part of Fund Complex before Deferral from
Name(1) from the Fund(2) Expenses(3) Upon Retirement(4) Fund Complex(5)
------- ---------------- ----------------- ------------------- --------------------
INDEPENDENT TRUSTEES
David C. Arch $ $ 35,277 $147,500 $192,530
Jerry D. Choate 82,527 126,000 200,002
Rod Dammeyer 63,782 147,500 208,000
Linda Hutton Heagy 24,465 142,500 184,784
R. Craig Kennedy 16,911 142,500 200,002
Howard J Kerr 140,743 147,500 208,000
Jack E. Nelson 97,294 109,500 200,002
Hugo F. Sonnenschein 64,476 147,500 208,000
Suzanne H. Woolsey 58,450 142,500 200,002
INTERESTED TRUSTEE
Wayne W. Whalen(1) 72,001 147,500 208,000
</Table>
- ------------------------------------
(1) Trustees not eligible for compensation are not included in the Compensation
Table. Mr. Whalen is an "interested person" (within the meaning of Section
2(a)(19) of the 1940 Act) of the Fund and certain other funds in the Fund
Complex. J. Miles Branagan retired as a member of the Board of Trustees of
the Fund and other funds in the Fund Complex on December 31, 2004.
(2) The amounts shown in this column represent the aggregate compensation before
deferral with respect to the Fund's fiscal year ended October 31, 2004. The
following Trustees deferred compensation from the Fund during the fiscal
year ended October 31, 2004: Mr. Choate, $ ; Mr. Dammeyer,
$ ; Ms. Heagy, $ ; Mr. Nelson, $ ; Mr.
Sonnenschein, $ ; and Mr. Whalen, $ . The cumulative
deferred compensation (including interest) accrued with respect to each
trustee, including former trustees, from the Fund as of October 31, 2004 is
as follows: Mr. Branagan, $ ; Mr. Choate, $ ; Mr.
Dammeyer, $ ; Ms. Heagy, $ ; Mr. Kennedy, $ ; Mr.
Miller, $ ; Mr. Nelson, $ ; Mr. Robinson, $ ; Mr.
Rooney, $ ; Mr. Sisto, $ ; Mr. Sonnenschein, $ ;
and Mr. Whalen, $ . The deferred compensation plan is described
above the Compensation Table.
(3) The amounts shown in this column represent the sum of the retirement
benefits accrued by the operating funds in the Fund Complex for each of the
trustees for the funds' respective fiscal years ended in 2004. The
retirement plan is described above the Compensation Table.
(4) For each trustee, this is the sum of the estimated maximum annual benefits
payable by the funds in the Fund Complex for each year of the 10-year period
commencing in
S-3
the year of such person's anticipated retirement. The retirement plan is
described above the Compensation Table.
(5) The amounts shown in this column represent the aggregate compensation paid
by all of the funds in the Fund Complex as of December 31, 2004 before
deferral by the trustees under the deferred compensation plan. Because the
funds in the Fund Complex have different fiscal year ends, the amounts shown
in this column are presented on a calendar year basis.
BOARD COMMITTEES
Information regarding the standing committees of the Board of Trustees,
including the members and responsibilities of each committee and the number of
meetings held by each committee in the Fund's last fiscal year, is included in
the Joint Proxy Statement/Prospectus under "Proposal 2: Election of Trustees of
California Municipal Trust."
SHARE OWNERSHIP
In addition to deferred compensation balances as described in the
Compensation Table, as of December 31, 2004, the most recently completed
calendar year prior to the date of this Statement of Additional Information,
each trustee of the Fund beneficially owned equity securities of the Fund and of
all of the funds in the Fund Complex overseen by the trustee in the dollar range
amounts specified below.
2004 TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
INDEPENDENT TRUSTEES
<Table>
<Caption>
TRUSTEE
-----------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
-------- ------- -------- -------- -------- ------- ------- ------------ --------
Dollar range of equity securities
in the Fund.......................
Aggregate dollar range of equity
securities in all registered
investment companies overseen by
trustee in the Fund Complex....... $50,001- $1- over $10,001- over $1- $1- $10,001- $10,001-
$100,000 $10,000 $100,000 $50,000 $100,000 $10,000 $10,000 $50,000 $50,000
</Table>
INTERESTED TRUSTEES
<Table>
<Caption>
TRUSTEE
----------------------------
MERIN POWERS WHALEN
-------- -------- --------
Dollar range of equity securities in the Fund...............
Aggregate dollar range of equity securities in all
registered investment companies overseen by trustee in the
Fund Complex............................................... over over over
$100,000 $100,000 $100,000
</Table>
S-4
Including deferred compensation balances (which are amounts deferred and
thus retained by the Fund as described in the Compensation Table), as of
December 31, 2004, the most recently completed calendar year prior to the date
of this Statement of Additional Information, each trustee of the Fund had in the
aggregate, combining beneficially owned equity securities and deferred
compensation of the Fund and of all of the funds in the Fund Complex overseen by
the trustee, the dollar range of amounts specified below.
2004 TRUSTEE BENEFICIAL OWNERSHIP AND DEFERRED COMPENSATION
INDEPENDENT TRUSTEES
<Table>
<Caption>
TRUSTEE
--------------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
-------- -------- -------- -------- -------- -------- -------- ------------ --------
Dollar range of equity
securities and deferred
compensation in the Fund.......
Aggregate dollar range of equity
securities and deferred
compensation in all registered
investment companies overseen
by trustee in Fund Complex..... $50,001- over over over over over over over $10,000-
$100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $50,001
</Table>
INTERESTED TRUSTEES
<Table>
<Caption>
TRUSTEE
-----------------------------------------------
MERIN POWERS WHALEN
----- ------ ------
Dollar range of equity
securities and deferred
compensation in the Fund.......
Aggregate dollar range of equity
securities and deferred
compensation in all registered
investment companies overseen
by trustee in the Fund
Complex........................ over over over
$100,000 $100,000 $100,000
</Table>
As of , 2005, the trustees and officers of the Fund as a group
owned less than 1% of the shares of the Fund.
CODE OF ETHICS
The Fund, the Adviser, and the Distributor have adopted a Code of Ethics
(the "Code of Ethics") that sets forth general and specific standards relating
to the securities trading activities of their employees. The Code of Ethics does
not prohibit employees from acquiring securities that may be purchased or held
by the Fund, but is intended to ensure that all employees conduct their personal
transactions in a manner that does not interfere with the portfolio transactions
of the Fund or other Van Kampen funds, or that such employees take unfair
advantage of their relationship with the Fund. Among other things, the Code of
Ethics prohibits certain types of transactions absent prior approval, imposes
various trading restrictions (such as time periods during which personal
transactions may or may not be made) and requires quarterly reporting of
securities transactions and other reporting matters. All reportable securities
transactions and other required reports are to be reviewed by appropriate
personnel for compliance with the Code of Ethics. Additional restrictions apply
to portfolio managers, traders, research analysts and others who may have access
to nonpublic information about the trading activities of the Fund or other Van
Kampen funds or who otherwise are involved in the investment advisory process.
S-5
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
INVESTMENT ADVISORY AGREEMENT
The Fund and the Adviser are parties to an investment advisory agreement
(the "Advisory Agreement"). Under the Advisory Agreement, the Fund retains the
Adviser to manage the investment of the Fund's assets, including the placing of
orders for the purchase and sale of portfolio securities. The Adviser obtains
and evaluates economic, statistical and financial information to formulate
strategy and implement the Fund's investment objective. The Adviser also
furnishes offices, necessary facilities and equipment, provides administrative
services to the Fund, renders periodic reports to the Fund's Board of Trustees
and permits its officers and employees to serve without compensation as trustees
or officers of the Fund if elected to such positions. The Fund, however, bears
the costs of its day-to-day operations, including service fees, distribution
fees, custodian fees, legal and independent registered public accounting firm
fees, the costs of reports and proxies to shareholders, compensation of trustees
of the Fund (other than those who are affiliated persons of the Adviser,
Distributor or Van Kampen Investments) and all other ordinary business expenses
not specifically assumed by the Adviser. The Advisory Agreement also provides
that the Adviser shall not be liable to the Fund for any actions or omissions in
the absence of willful misfeasance, bad faith, negligence or reckless disregard
of its obligations and duties under the Advisory Agreement.
The fee payable to the Adviser is reduced by any commissions, tender
solicitation and other fees, brokerage or similar payments received by the
Adviser or any other direct or indirect majority owned subsidiary of Van Kampen
Investments in connection with the purchase and sale of portfolio investments
less any direct expenses incurred by such subsidiary of Van Kampen Investments
in connection with obtaining such commissions, fees, brokerage or similar
payments. The Adviser agrees to use its best efforts to recapture tender
solicitation fees and exchange offer fees for the Fund's benefit and to advise
the trustees of the Fund of any other commissions, fees, brokerage or similar
payments which may be possible for the Adviser or any other direct or indirect
majority owned subsidiary of Van Kampen Investments to receive in connection
with the Fund's portfolio transactions or other arrangements which may benefit
the Fund.
The Advisory Agreement may be continued from year to year if specifically
approved at least annually (a)(i) by the Fund's Board of Trustees or (ii) by a
vote of a majority of the Fund's outstanding voting securities and (b) by a vote
of a majority of the trustees who are not parties to the agreement or interested
persons of any such party by votes cast in person at a meeting called for such
purpose. The Advisory Agreement provides that it shall terminate automatically
if assigned and that it may be terminated without penalty by either party on 60
days' written notice.
In approving the Advisory Agreement, the Board of Trustees, including the
non-interested trustees, considered the nature, quality and scope of the
services provided by the Adviser, the performance, fees and expenses of the Fund
compared to other similar investment companies, the Adviser's expenses in
providing the services and the profitability of the Adviser and its affiliated
companies. The Board of Trustees also reviewed the benefit to the Adviser of
receiving research paid for by Fund assets and the propriety of such an
arrangement and evaluated other benefits the Adviser derives from its
relationship with the
S-6
Fund. The Board of Trustees considered the extent to which any economies of
scale experienced by the Adviser are shared with the Fund's shareholders, and
the propriety of existing and alternative breakpoints in the Fund's advisory fee
schedule. The Board of Trustees considered comparative advisory fees of the Fund
and other investment companies at different asset levels, and considered the
trends in the industry versus historical and projected sales and redemptions of
the Fund. The Board of Trustees reviewed reports from third parties about the
foregoing factors and considered changes, if any, in such items since its
previous approval. The Board of Trustees discussed the financial strength of the
Adviser and its affiliated companies and the capability of the personnel of the
Adviser. The Board of Trustees reviewed the statutory and regulatory
requirements for approval of advisory agreements. The Board of Trustees,
including the non-interested trustees, evaluated all of the foregoing and
determined, in the exercise of its business judgment, that approval of the
Advisory Agreement was in the best interests of the Fund and its shareholders.
Prior to the date of this Statement of Additional Information, Van Kampen
Advisors Inc., an affiliate of the Adviser, acted as sub-adviser to the Fund.
Van Kampen Advisors Inc. was located at 40 Broad Street, Suite 915, Boston,
Massachusetts 02109. The Adviser paid to Van Kampen Advisors Inc. on a monthly
basis a portion of the net advisory fees that the Adviser received from the
Fund.
ADVISORY FEES
<Table>
<Caption>
FISCAL YEAR ENDED OCTOBER 31,
---------------------------------------
2004 2003 2002
----------- ----------- -----------
The Adviser received the approximate advisory
fees of..................................... $ $ $
</Table>
PORTFOLIO MANAGERS
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS
As of October 31, 2004, Joseph A. Piraro managed registered investment
companies with a total of $ billion in assets; pooled investment
vehicles other than registered investment companies with a total of $
million in assets; and other accounts with a total of $ billion in
assets.
As of October 31, 2004, Robert Wimmel managed registered investment
companies with a total of $ billion in assets; pooled investment
vehicles other than registered investment companies with a total of $
million in assets; and other accounts with a total of $ billion in
assets.
As of October 31, 2004, John R. Reynoldson managed registered
investment companies with a total of $ billion in assets; pooled
investment vehicles other than registered investment companies with a total of
$ million in assets; and other accounts with a total of $ billion
in assets.
Because the portfolio managers manage assets for other mutual funds, pooled
investment vehicles, institutional clients, pension plans and certain high net
worth individuals, there may be incentive to favor one client over another
resulting in conflicts of interest. For instance, the Adviser may receive fees
from certain accounts that are higher
S-7
than the fee it receives from the Fund, or it may receive a performance-based
fee on certain accounts. In those instances, the portfolio managers may have an
incentive to favor the higher and/or performance-based fee accounts over the
Fund. The Adviser has adopted policies and procedures reasonably designed to
address these and other conflicts of interest.
PORTFOLIO MANAGER COMPENSATION
BASE COMPENSATION. Generally, portfolio managers receive base compensation
based on the level of their position with the Adviser.
DISCRETIONARY COMPENSATION. In addition to base compensation, portfolio
managers may receive discretionary compensation. Discretionary compensation can
include:
- Cash Bonus;
- Morgan Stanley's Equity Incentive Compensation Program (EICP) awards--a
mandatory program that defers a portion of discretionary year-end
compensation into restricted stock units or other awards based on Morgan
Stanley common stock that are subject to vesting and other conditions;
- Investment Management Deferred Compensation Plan (IMDCP) awards--a
mandatory program that defers a portion of discretionary year-end
compensation and notionally invests it in certain Morgan Stanley Funds
[HR/tax: referenced--need different term]. The award is subject to
vesting and other conditions. Portfolio managers must notionally invest a
minimum of 25% to a maximum of 50% of the IMDCP deferral into a
combination of the [referenced] funds they manage or directly support
that are included in the IMDCP fund menu. [Need more tailored language
for AIP and parts of Fixed Income.]
- Select Employees' Capital Accumulation Program (SECAP) awards--a
voluntary program that permits employees to elect to defer a portion of
their discretionary compensation and notionally invest the deferred
amount across a range of [referenced] investment funds, including Morgan
Stanley funds; and
- Voluntary Equity Incentive Compensation Program (VEICP) awards--a
voluntary program that permits employees to elect to defer a portion of
their discretionary compensation to invest in Morgan Stanley stock units.
Several factors determine discretionary compensation, which can vary by
portfolio management team and circumstances. In order of relative importance,
these factors include:
- Investment performance. The majority of a portfolio manager's
compensation is linked to the Fund's pre-tax investment performance.
Investment performance is calculated for one-, three- and five-year
periods measured against the Fund's benchmark [HR: please confirm--is it
the primary benchmark if there is more than one benchmark?], indexes
and/or peer groups. Generally, the greatest weight is placed on the
three- and five-year periods.
- The Fund's revenue.
S-8
- Contribution to the business objectives of the Adviser.
- The dollar amount of assets managed by the portfolio manager.
- Market/compensation survey.
- Other qualitative factors, such as contributions to client objectives.
- Performance of other affiliated entities, including Morgan Stanley and
Morgan Stanley Investment Management, and the Global Investor Group, a
division of Morgan Stanley Investment Management.
Occasionally, to attract new hires or to retain key employees, the total
amount of compensation will be guaranteed in advance of the fiscal year end
based on current market levels. In limited circumstances, the guarantee may
continue for more than one year. The guaranteed compensation comprises the same
factors as those comprising overall compensation described above.
The same methodology is used to determine portfolio manager compensation
for all accounts.
SECURITIES OWNERSHIP OF PORTFOLIO MANAGERS
As of the end of the Fund's most recently completed fiscal year, the dollar
range of securities beneficially owned by each portfolio manager in the Fund is
shown below:
<Table>
<Caption>
PIRARO WIMMEL REYNOLDSON
------ -------- ----------
</Table>
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION
The Adviser is responsible for decisions to buy and sell securities for the
Fund, the selection of brokers and dealers to effect the transactions and the
negotiation of prices and any brokerage commissions on such transactions. While
the Adviser will be primarily responsible for the placement of the Fund's
portfolio business, the policies and practices in this regard are subject to
review by the Fund's Board of Trustees.
As most transactions made by the Fund are principal transactions at net
prices, the Fund generally incurs little or no brokerage costs. The portfolio
securities in which the Fund invests are normally purchased directly from the
issuer or in the over-the-counter market from an underwriter or market maker for
the securities. Purchases from underwriters of portfolio securities include a
commission or concession paid by the issuer to the underwriter and purchases
from dealers serving as market makers include a spread or markup to the dealer
between the bid and asked price. Sales to dealers are effected at bid prices.
The Fund may also purchase certain money market instruments directly from an
issuer, in which case no commissions or discounts are paid, or may purchase and
sell listed securities on an exchange, which are effected through brokers who
charge a commission for their services.
The Adviser is responsible for placing portfolio transactions and does so
in a manner deemed fair and reasonable to the Fund and not according to any
formula. The primary consideration in all portfolio transactions is prompt
execution of orders in an effective
S-9
manner at the most favorable price. In selecting broker-dealers and in
negotiating prices and any brokerage commissions on such transactions, the
Adviser considers the firm's reliability, integrity and financial condition and
the firm's execution capability, the size and breadth of the market for the
security, the size of and difficulty in executing the order, and the best net
price. There are many instances when, in the judgment of the Adviser, more than
one firm can offer comparable execution services. In selecting among such firms,
consideration may be given to those firms which supply research and other
services in addition to execution services. The Adviser is authorized to pay
higher commissions to brokerage firms that provide it with investment and
research information than to firms which do not provide such services if the
Adviser determines that such commissions are reasonable in relation to the
overall services provided. No specific value can be assigned to such research
services which are furnished without cost to the Adviser. Since statistical and
other research information is only supplementary to the research efforts of the
Adviser to the Fund and still must be analyzed and reviewed by its staff, the
receipt of research information is not expected to reduce its expenses
materially. The investment advisory fee is not reduced as a result of the
Adviser's receipt of such research services. Services provided may include (a)
furnishing advice as to the value of securities, the advisability of investing
in, purchasing or selling securities, and the availability of securities or
purchasers or sellers of securities; (b) furnishing analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and the performance of accounts; and (c) effecting
securities transactions and performing functions incidental thereto (such as
clearance, settlement and custody). Research services furnished by firms through
which the Fund effects its securities transactions may be used by the Adviser in
servicing all of its advisory accounts; not all of such services may be used by
the Adviser in connection with the Fund.
The Adviser also may place portfolio transactions, to the extent permitted
by law, with brokerage firms affiliated with the Fund and the Adviser if it
reasonably believes that the quality of execution and the commission are
comparable to that available from other qualified firms.
The Adviser may place portfolio transactions at or about the same time for
other advisory accounts, including other investment companies. The Adviser seeks
to allocate portfolio transactions equitably whenever concurrent decisions are
made to purchase or sell securities for the Fund and another advisory account.
In some cases, this procedure could have an adverse effect on the price or the
amount of securities available to the Fund. In making such allocations among the
Fund and other advisory accounts, the main factors considered by the Adviser are
the respective sizes of the Fund and other advisory accounts, the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment, the size of
investment commitments generally held and opinions of the persons responsible
for recommending the investment.
Certain broker-dealers, through which the Fund may effect securities
transactions, are affiliated persons (as defined in the 1940 Act) of the Fund or
affiliated persons of such affiliates, including Morgan Stanley or its
subsidiaries. The Fund's Board of Trustees has adopted certain policies
incorporating the standards of Rule 17e-1 issued by the SEC under the 1940 Act
which require that the commissions paid to affiliates of the Fund must be
reasonable and fair compared to the commissions, fees or other remuneration
received
S-10
or to be received by other brokers in connection with comparable transactions
involving similar securities during a comparable period of time. The rule and
procedures also contain review requirements and require the Adviser to furnish
reports to the trustees and to maintain records in connection with such reviews.
After consideration of all factors deemed relevant, the trustees will consider
from time to time whether the advisory fee for the Fund will be reduced by all
or a portion of the brokerage commission paid to affiliated brokers.
Unless otherwise disclosed below, the Fund paid no commissions to
affiliated brokers during the last three fiscal years. The Fund paid the
following commissions to brokers during the fiscal years shown:
<Table>
<Caption>
AFFILIATED BROKERS
ALL BROKERS MORGAN STANLEY DW INC.
----------- ----------------------
COMMISSIONS PAID:
Fiscal year ended October 31, 2004..... -0- -0-
Fiscal year ended October 31, 2003..... -0- -0-
Fiscal year ended October 31, 2002..... -0- -0-
FISCAL YEAR 2004 PERCENTAGES:
Commissions with affiliate to total commissions..... 0%
Value of brokerage transactions with affiliate to
total transactions............................... 0%
</Table>
During the fiscal year ended October 31, 2004, the Fund paid no brokerage
commissions to brokers selected primarily on the basis of research services
provided to the Adviser.
ADDITIONAL INFORMATION
RELATING TO AUCTION PREFERRED SHARES OF THE ACQUIRING FUND
The following is a brief description of the terms of the shares of each
series of APS. This description does not purport to be complete and is subject
to and qualified in its entirety by reference to Fund's Declaration of Trust,
including the Certificate of Vote establishing and fixing the rights and
preferences of the shares of such series of APS, attached hereto as Appendix B
(together, the "APS Provisions").
General. The Declaration of Trust currently authorizes the issuance of an
unlimited number of shares of Common Shares and 100,000,000 Preferred Shares of
beneficial interest, par value $.01 per share (which may be issued from time to
time in such series and with such designations, preferences and other rights,
qualifications, limitations and restrictions as are determined in a resolution
of the Board of Trustees of the Fund). Under the APS Provisions, the Fund is
currently authorized to issue up to 2,400 APS. All shares of each series of APS
will have a liquidation preference of $25,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared). The shares
of each series of APS will rank on a parity with shares of any other series of
Preferred Shares (including any other series of APS) as to the payment of
dividends and the distribution of assets upon liquidation. So long as either
Moody's or S&P is rating the shares of any series of APS, the Fund may, without
the vote of the holders of APS, issue
S-11
additional series of Preferred Shares, including APS, subject to applicable
provisions of the 1940 Act and to continuing compliance with the 1940 Act APS
Asset Coverage and the APS Basic Maintenance Amount, provided that (1) any such
additional series ranks on a parity with the then Outstanding APS as to the
payment of dividends and the distribution of assets upon liquidation and (2) the
Fund obtains written confirmation from Moody's or S&P, or both, as the case may
be, that the issuance of any such additional series would not impair the rating
then assigned by such rating agency to the APS.
Dividends. Dividends on shares of each series of APS will accumulate at
the Applicable Rate per annum will be payable, when, as and if declared by the
Board of Trustees of the Fund out of funds legally available therefor. Dividend
Periods shall be 7 days for each series of APS. The Fund, subject to certain
conditions, may designate any Dividend Period as a Special Dividend Period,
which shall be such number of consecutive days or whole years as the Board of
Trustees shall specify, subject to certain exceptions.
Dividends will be paid through the Securities Depository (The Depository
Trust Company or any successor) on each Dividend Payment Date in accordance with
its normal procedures, which now provide for it to distribute dividends in
next-day funds to Agent Members, who in turn are expected to distribute such
dividend payments to the persons for whom they are acting as agents. Each of the
initial Broker Dealers, however, has indicated to the Fund that such
Broker-Dealer or one of its affiliates will make such dividend payments
available in same-day funds on each Dividend Payment Date to customers that use
such Broker-Dealer or such affiliate as Agent Member.
For each Dividend Period, the dividend rate for shares of each series of
APS will be the Applicable Rate per annum that the Auction Agent (Bankers Trust
Company or any successor) advises the Fund results from an Auction, except as
provided below. The dividend rate that results from an Auction for a series of
APS will not be greater than the Maximum Rate, which is:
(i) in the case of any Auction Date which is not the Auction Date
immediately prior to the first day of any proposed Special Dividend Period,
the product of (1) the "AA" Composite Commercial Paper Rate on such Auction
Date for the next Rate Period of such series and (2) the Applicable
Percentage on such Auction Date, unless such series of APS has or had a
Special Dividend Period (other than a Special Dividend Period of 28 days or
less) and an Auction at which Sufficient Clearing Bids existed has not yet
occurred for a Minimum Dividend Period for such series (28 days for each
series of APS) after such Special Dividend Period, in which case the higher
of:
(A) the dividend rate on shares of such series of APS for the
then-ending Rate Period, and
(B) the product of (x) the higher of (I) the "AA" Composite
Commercial Paper Rate on such Auction Date for the then-ending Rate
Period of such series, if such Rate Period is less than one year, or the
Treasury Rate on such Auction Date for such Rate Period, if such Rate
Period is one year or longer, and (II) the "AA" Composite Commercial
Paper Rate on such Auction Date for such Special Dividend Period of such
series, if such Special Dividend Period is less than one year, or the
Treasury Rate on such Auction Date for such Special
S-12
Dividend Period, if such Special Dividend Period is one year or longer
and (y) the Applicable Percentage on such Auction Date; or
(ii) in the case of any Auction Date which is the Auction Date
immediately prior to the first day of any proposed Special Dividend Period
of more than 28 days, the product of (1) the highest of (x) the "AA"
Composite Commercial Paper Rate on such Auction Date for the then-ending
Rate Period of such series, if such Rate Period is less than one year, or
the Treasury Rate on such Auction Date for such Rate Period, if such Rate
Period is one year or longer, (y) the "AA" Composite Commercial Paper Rate
on such Auction Date for the Special Dividend Period of such series for
which the Auction is being held if such Special Dividend Period is less
than one year or the Treasury Rate on such Auction Date for the Special
Dividend Period for which the Auction is being held if such Special
Dividend Period is one year or longer, and (z) the "AA" Composite
Commercial Paper Rate on such Auction Date for a Minimum Dividend Period
and (2) the Applicable Percentage on such Auction Date.
The applicable "AA" Composite Commercial Paper Rates and Treasury Rates
will be the rates announced on such Auction Date for the Business Day
immediately prior to such Auction Date.
The "Applicable Percentage" will be a percentage, determined as set forth
below, based on the prevailing rating of the APS in effect at the close of
business on the Business Day next preceding such Auction Date:
<Table>
<Caption>
APPLICABLE
PREVAILING RATING PERCENTAGE
- ----------------- ----------
"aa3"/AA- or higher....................................... 110%
"a3"/A-................................................... 125%
"baa3"/BBB-............................................... 150%
"ba3"/BB-................................................. 200%
Below "ba3"/BB-........................................... 250%
</Table>
provided, however, that in the event the Fund has notified the Auction Agent of
its intent to allocate income that is taxable for federal income tax purposes to
the APS prior to any Auction, for purposes of determining the Maximum Rate with
respect to such Auction the Applicable Percentage in the foregoing table shall
be divided by the quantity 1 minus the maximum marginal regular federal
individual income tax rate applicable to ordinary income or the maximum marginal
regular federal corporate income tax rate, whichever is greater; provided,
however, that the Applicable Percentage shall be divided in the foregoing manner
only to the extent that the portion of the dividend on the APS for such Rate
Period that represents the allocation of taxable income to the APS. If the APS
are rated by only one rating agency, such rating will be the prevailing rating.
If the ratings for the APS are split between two of the foregoing categories,
the lower rating will determine the prevailing rating.
If an Auction for any Dividend Period of any series of APS is not held for
any reason or if the Fund fails to pay in a timely manner to the Auction Agent
the full amount of any dividend on, or Redemption Price of, shares of any series
of APS and such failure has not
S-13
been cured as set forth below prior to any succeeding Dividend Period thereof,
then, subject to the next paragraph, the dividend rate on the shares of such
series for any such Dividend Period will be the Maximum Rate for such series on
the Auction Date for such Dividend Period.
If the Fund fails to pay in a timely manner to the Auction Agent the full
amount of any dividend on, or the Redemption Price of, any shares of any series
of APS during any Rate Period thereof (other than any Special Dividend Period
consisting of four or more Dividend Periods or any Rate Period succeeding any
Special Dividend Period consisting of four or more Dividend Periods during which
such a failure occurred that has not been cured), and, prior to 12:00 Noon on
the third Business Day next succeeding the date on which such failure occurred,
such failure shall not have been cured or the Fund shall not have paid a late
charge, then Auctions for such series will be suspended until such failure is so
cured and the dividend rate for such shares of APS for each Dividend Period
thereof commencing after such failure to and including the Dividend Period, if
any, during which such failure is so cured shall be a rate per annum equal to
the Maximum Rate on the Auction Date for each such Dividend Period (but with the
prevailing rating for such shares, for purposes of determining such Maximum
Rate, being deemed to be "Below "ba3"/BB-"). If the Fund fails to pay in a
timely manner to the Auction Agent the full amount of any dividend on, or the
Redemption Price of, any shares of any series of APS during a Special Dividend
Period thereof consisting of four or more Dividend Periods, or during any
Dividend Period thereof succeeding any Special Dividend Period consisting of
four or more Dividend Periods during which such a failure occurred that has not
been cured, and such failure shall not have been cured, then Auctions for such
series will be suspended until such failure is so cured and the dividend rate
for such shares of APS for each Dividend Period thereof commencing after such
failure to and including the Dividend Period, if any, during which such failure
is so cured shall be a rate per annum equal to the Maximum Rate on the Auction
Date for each such Dividend Period (but with the prevailing rating for such
shares, for purposes of determining such Maximum Rate, being deemed to be "Below
"ba3"/BB-").
The Fund, at its option, may designate any succeeding Dividend Period of
any series of APS as a Special Dividend Period which shall consist of such
number of days or whole years as the Board of Trustees shall specify; provided,
however, that such designation shall be effective only if (i) notice thereof
shall have been given as provided in the APS Provisions, (ii) any failure to pay
in a timely manner to the Auction Agent the full amount of any dividend on, or
the Redemption Price of, shares of such series of APS shall have been cured
(iii) Sufficient Clearing Bids for such series shall have existed in an Auction
held on the Auction Date immediately preceding the first day of such proposed
Special Dividend Period, (iv) if the Fund shall have mailed a notice of
redemption with respect to any shares of such series, the Redemption Price with
respect to such shares shall have been deposited with the Auction Agent, and (v)
in the event the Fund wishes to designate any succeeding Dividend Period for
such series as a Special Dividend Period consisting of more than 28 days, the
Fund has received written confirmation from S&P (if S&P is then rating the APS)
and Moody's (if Moody's is then rating the APS) that such designation would not
affect the rating then assigned by S&P to such series.
If the Fund retroactively allocates any net capital gains or other income
taxable for federal income tax purposes to the APS without having given advance
notice thereof to the
S-14
Auction Agent by reason of the fact that such allocation is made as a result of
(i) the realization of net capital gains or other income taxable for federal
income tax purposes, (ii) the redemption of all or a portion of the outstanding
APS or (iii) the liquidation of the Fund (such allocation is referred to herein
as a "Retroactive Taxable Allocation"), the Fund will simultaneously, if
practicable, with such allocation but in no event later than 270 days after the
end of the Fund's taxable year in which a Retroactive Taxable Allocation is
made, provide notice thereof to the Auction Agent and to each holder of APS
(initially Cede & Co. as nominee of DTC) during such taxable year at such
holder's address as the same appears or last appeared on the share books of the
Fund. The Fund will, within 30 days after such notice is given to the Auction
Agent, pay to the Auction Agent (who will then distribute to such holders of
shares of APS), out of funds legally available therefor, an amount equal to the
aggregate Additional Dividends (as defined below) with respect to all
Retroactive Taxable Allocations made to such holders during the taxable year in
question.
"Additional Dividends" means payment to a Holder of APS of an amount which,
when taken together with the aggregate amount of Retroactive Taxable Allocations
made to such Holder with respect to the taxable year in question, would cause
such Holder's dividends in dollars (after federal income tax consequences as
described below) from the aggregate of both the Retroactive Taxable Allocations
and the Additional Dividends to be equal to the dollar amount of the dividends
which would have been received by such Holder if the amount of the aggregate
Retroactive Taxable Allocations would have been excludable from the gross income
of such Holder. State taxes imposed on the Additional Dividends, however, may
reduce the amount of after tax cash a holder would have had if there were no
Retroactive Taxable Allocation. Such Additional Dividends shall be calculated
(i) without consideration being given to the time value of money; (ii) assuming
that no holder of APS is subject to the federal alternative minimum tax with
respect to dividends received from the Fund; and (iii) assuming that each
Retroactive Taxable Allocation would be taxable in the hands of each holder of
APS at the maximum marginal regular federal individual income tax rate
applicable to ordinary income or net capital gains, as applicable, or the
maximum marginal regular federal corporate income tax rate, whichever is
greater, in effect during the taxable year in question.
The Auctions. On each Auction Date for each series of APS (the Business
Day prior to the beginning of each Rate Period for such series), each Existing
Holder may submit Orders through a Broker-Dealer to the Auction Agent as
follows:
<Table>
Hold Order: indicating its desire to hold without regard to the
Applicable Rate for the next Rate Period.
Bid: indicating its desire to sell if the Applicable Rate for
the next Rate Period is less than the rate specified in
such Bid.
Sell Order: indicating its desire to sell without regard to the
Applicable Rate for the next Rate Period.
</Table>
An Existing Holder may submit different types of Orders in an Auction with
respect to shares of APS then held by such Existing Holder. An Existing Holder
that offers to purchase additional shares of APS is, for purposes of such offer,
treated as a Potential Holder as described below. Bids of Existing Holders with
rates higher than the Maximum Rate on the Auction Date will be treated as Sell
Orders. A Hold Order will be deemed to
S-15
have been submitted on behalf of an Existing Holder if an Order is not submitted
on behalf of such Existing Holder for any reason, including the failure of a
Broker-Dealer to submit such Existing Holder's Order to the Auction Agent.
Potential Holders of shares of any series of APS may submit Bids in which
they will offer to purchase shares of such series of APS if the Applicable Rate
for the next Rate Period is not less than the rate specified in such Bid. A Bid
by a Potential Holder specifying a rate higher than the Maximum Rate will not be
accepted.
In normal circumstances, whenever the Fund intends to include any net
capital gains or other income that is taxable for federal income tax purposes in
any dividend on shares of any series of APS, the Fund will notify the Auction
Agent of the amount to be so included 15 days prior to the Auction Date on which
the Applicable Rate for such dividend is to be established. Whenever the Auction
Agent receives such notice from the Fund, it will in turn notify each
Broker-Dealer, who, on or prior to such Auction Date, in accordance with its
Broker Dealer Agreement, will notify its Existing Holders and Potential Holders
believed by it to be interested in submitting an Order in the Auction to be held
on such Auction Date.
If Sufficient Clearing Bids exist (that is, the number of shares of a
particular series of APS subject to Bids by Potential Holders with rates equal
to or lower than the Maximum Rate is at least equal to the number of shares of
such series of APS subject to Sell Orders by Existing Holders), the Applicable
Rate for such series will be the lowest rate specified in the Submitted Bids
which, taking into account such rate and all lower rates bid by Existing Holders
and Potential Holders, would result in Existing Holders and Potential Holders
owning all the shares of such series of APS available for purchase in the
Auction. If Sufficient Clearing Bids do not exist, the Applicable Rate will be
the Maximum Rate on the Auction Date, and, in such event, Existing Holders that
have submitted Sell Orders may not be able to sell in such Auction all shares of
such series of APS subject to such Sell Orders. If all Existing Holders of
shares of such series of APS submit or are deemed to have submitted Hold Orders,
the Applicable Rate will be the product of (i) (I) the "AA" Composite Commercial
Paper Rate on such Auction Date for the Rate Period for which the Auction is
held, if such Rate Period is less than one year or (2) the Treasury Rate on such
Auction Date for such Rate Period, if such Rate Period is one year or longer and
(ii) 1 minus the maximum marginal regular federal individual income tax rate
applicable to ordinary income or the maximum marginal regular federal corporate
income tax rate, whichever is greater; provided, however, that if the Fund has
notified the Auction Agent of its intent to allocate to the APS in such Rate
Period any net capital gains or other income that is taxable for federal income
tax purposes, the Applicable Rate in respect of that portion of the dividend on
the APS for such Rate Period that represents the allocation of net capital gains
or other income taxable for Federal income tax purposes will be the rate
described in the preceding clause (i) (1) or (2), as applicable, without being
multiplied by the factor set forth in the preceding clause (ii).
The Auction Procedures include a pro rata allocation of shares for purchase
and sale, which may result in an Existing Holder continuing to hold or selling,
or a Potential Holder purchasing, a number of shares of APS that is fewer than
the number of shares of APS specified in its Order.
S-16
A Bid placed by an Existing Holder specifying a rate greater than the
Applicable Rate determined in the Auction or a Sell Order shall constitute an
irrevocable offer to sell the shares of such series of APS subject thereto, in
each case at a price per share equal to $25,000. A Bid placed by a Potential
Holder shall constitute an irrevocable offer to purchase the shares of such
series of APS subject thereto at a price per share equal to $25,000 if the rate
specified in such Bid is less than or equal to the Applicable Rate determined in
the Auction. Settlement of purchases and sales will be made on the next Business
Day (also a Dividend Payment Date) after the Auction Date through the Securities
Depository. Purchasers will make payment through their Agent Members in same-day
funds to the Securities Depository against delivery to their respective Agent
Members. The Securities Depository will make payment to the sellers' Agent
Members in accordance with the Securities Depository's normal procedures, which
now provide for payment against delivery by their Agent Members in same-day
funds.
Asset Maintenance. Under the APS Provisions, the Fund must maintain (i)
assets having in the aggregate a Discounted Value at least equal to the APS
Basic Maintenance Amount, and (ii) 1940 Act APS Asset Coverage of at least 200%.
The Discount Factors and guidelines for calculating the Discounted Value of the
Fund's portfolio for purposes of determining whether the APS Basic Maintenance
Amount has been satisfied have been established by Moody's and S&P in connection
with the Fund's receipt of ratings on the shares of each series of APS on their
Date of Original Issue of "aaa" from Moody's and AAA from S&P. So long as any of
the APS are Outstanding and S&P is rating the APS, the Fund will be required
under the APS Provisions to maintain as of each Valuation Date certain Dividend
Coverage Assets with a value not less than the Dividend Coverage Amount (the
"Minimum Liquidity Level").
Mandatory Redemption. If the APS Basic Maintenance Amount or the 1940 Act
APS Asset Coverage is not maintained or restored as specified, the APS will be
subject to mandatory redemption on a date specified by the Board of Trustees,
out of funds legally available therefor, at the redemption price of $25,000 per
share plus an amount equal to accumulated but unpaid dividends thereon (whether
or not earned or declared) to the date fixed for redemption. Any such redemption
will be limited to the number of APS necessary to restore the APS Basic
Maintenance Amount or the 1940 Act APS Asset Coverage, as the case may be.
Optional Redemption. Except as described in the APS Provisions, shares of
each series of APS are redeemable, in whole or in part, at the option of the
Fund, on the next succeeding scheduled Dividend Payment Date applicable to the
shares of such series of APS called for redemption, out of funds legally
available therefor, at the Optional Redemption Price of $25,000 per share plus
(in the case of a Special Dividend Period only) a premium, if any, resulting
from the designation of a Premium Call Period, plus an amount equal to dividends
thereon (whether or not earned or declared) accumulated but unpaid to the date
fixed for redemption; provided that during a Special Dividend Period of 365 days
or more no share of such series of APS will be subject to optional redemption
during any Non-Call Period to which such series of APS may be subject.
Liquidation Preference. The liquidation preference of the shares of each
series of APS is $25,000 per share plus accumulated but unpaid dividends, if
any, thereon (whether or not earned or declared).
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Voting Rights. The 1940 Act requires that the holders of APS, voting as a
separate class, have the right to elect at least two Trustees at all times and
to elect a majority of the Trustees at any time that two years' dividends on the
APS are unpaid. The holders of APS will vote as a separate class or classes on
certain other matters as required under the APS Provisions, the 1940 Act and
Massachusetts law. In addition, each series of APS may vote as a separate series
under certain circumstances.
Master Purchaser's Letter. Each prospective purchaser of shares of any
series of APS or its Broker-Dealer will be required to sign and deliver a Master
Purchaser's Letter to the Auction Agent in which such prospective purchaser or
its Broker-Dealer will agree, among other things, that (i) dispositions of
shares of such series of APS may be made only pursuant to a Bid or a Sell Order
placed in an Auction, or to or through a Broker-Dealer or to a person that has
delivered a signed Master Purchaser's Letter to the Auction Agent, provided that
in the case of all transfers other than those pursuant to Auctions, the Existing
Holder of the shares so transferred, its Agent Member or its Broker-Dealer
advises the Auction Agent of such transfer, and (ii) ownership of shares of such
series of APS will be maintained in book entry form by the Securities Depository
for the account of such prospective purchaser's Agent Member, which in turn will
maintain records of such prospective purchaser's beneficial ownership.
Each prospective purchaser should ask its Broker-Dealer whether such
prospective purchaser should sign a Master Purchaser's Letter. If the
Broker-Dealer submits Orders for such prospective purchaser listing the
Broker-Dealer as the Existing Holder or the Potential Holder, a Master
Purchaser's Letter signed by such prospective purchaser may not be required.
Execution by a prospective purchaser or its Broker-Dealer of a Master
Purchaser's Letter is not a commitment to purchase shares of APS in the offering
being made by this Prospectus or in any Auction, but is a condition precedent to
such purchaser's purchasing shares of APS. In addition, acceptance of a Master
Purchaser's Letter is not a guarantee that shares of APS will be available for
purchase.
The Broker-Dealers may maintain a secondary trading market in the APS
outside of Auctions. They have no obligation to do so, however, and there can be
no assurance that a secondary market for the APS will develop or, if it does
develop, that it will provide holders with liquidity of investment. The APS will
not be registered on any stock exchange or on the National Association of
Securities Dealers Automated Quotations system.
Rating Agency Guidelines. The Fund intends that, so long as shares of any
series of APS are Outstanding, the composition of its portfolio will reflect
guidelines established by Moody's and S&P in connection with the Fund's receipt
on the Date of Original Issue of the shares of each series of APS of ratings of
"aaa" from Moody's and AAA from S&P. Moody's and S&P, nationally recognized
independent rating agencies, issue ratings for various securities reflecting
their perceived creditworthiness of such securities. The Fund will pay certain
fees to Moody's and S&P for rating shares of the APS. The guidelines have been
developed by Moody's and S&P in connection with other issuances of asset-backed
and similar securities, including debt obligations and adjustable rate preferred
stock, generally on a case-by-case basis through discussions with the issuers of
these securities. The guidelines are designed to ensure that assets underlying
outstanding debt or preferred stock will be sufficiently varied and will be of
sufficient quality and amount to
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justify investment grade ratings. The guidelines do not have the force of law,
but have been adopted by the Fund in order to satisfy current requirements
necessary for Moody's and S&P to issue the above-described ratings for shares of
each series of APS, which ratings are generally relied upon by institutional
investors in purchasing such securities. In the context of a closed-end
investment company such as the Fund, therefore, the guidelines provide a set of
tests for portfolio composition and asset coverage that supplement (and in some
cases are more restrictive than) the applicable requirements under the 1940 Act.
A rating agency's guidelines will apply to shares of any series of APS only so
long as such rating agency is rating such shares.
The Fund intends to maintain a Discounted Value for its portfolio at least
equal to the APS Basic Maintenance Amount and, in addition, so long as S&P is
rating the shares of any series of APS, the Fund intends to maintain a Minimum
Liquidity Level. Moody's and S&P have each established separate guidelines for
determining Discounted Value. To the extent any particular portfolio holding
does not satisfy the applicable rating agency's guidelines, all or a portion of
such holding's value will not be included in the calculation of Discounted Value
(as defined by such rating agency). The Moody's and S&P guidelines do not impose
any limitations on the percentage of Fund assets that may be invested in
holdings not eligible for inclusion in the calculation of the Discounted Value
of the Fund's portfolio. The amount of such assets included in the portfolio at
any time may vary depending upon the rating, diversification and other
characteristics of the Eligible Assets included in the portfolio, although it is
not anticipated that in the normal course of business the value of such assets
would exceed 20% of the Fund's total assets.
In managing the Fund's portfolio, the Adviser will not alter the
composition of the Fund's portfolio if, in the reasonable belief of the Adviser,
the effect of any such alteration would be to cause the Fund to have Eligible
Assets with an aggregate Discounted Value, as of the immediately preceding
Valuation Date, less than the APS Basic Maintenance Amount as of such Valuation
Date; provided, however, that in the event that, as of the immediately preceding
Valuation Date, the aggregate Discounted Value of the Fund's Eligible Assets
exceeded the APS Basic Maintenance Amount by five percent or less, the Adviser
will not alter the composition of the Fund's portfolio in a manner reasonably
expected to reduce the aggregate Discounted Value of the Fund's Eligible Assets
unless the Fund shall have confirmed that, after giving effect to such
alteration, the aggregate Discounted Value of the Fund's Eligible Assets would
exceed the APS Basic Maintenance Amount.
Upon any failure to maintain the required Discounted Value, the Fund will
seek to alter the composition of its portfolio to reattain the APS Basic
Maintenance Amount on or prior to the APS Basic Maintenance Cure Date, thereby
incurring additional transaction costs and possible losses and/or gains on
dispositions of portfolio securities. To the extent any such failure is not
cured in a timely manner, shares of each series of APS will be subject to
redemption if either Moody's or S&P is rating such shares.
The Fund may, but is not required to, adopt any modifications to these
guidelines that may hereafter be established by Moody's and S&P. Failure to
adopt any such modifications, however, may result in a change in the ratings
described above or a withdrawal of ratings altogether. In addition, any rating
agency providing a rating for the shares of any series of APS may, at any time,
change or withdraw any such rating. As set forth in the APS Provisions, the
Board of Trustees may, without Shareholder approval,
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modify certain definitions or policies which have been adopted by the Fund
pursuant to the rating agency guidelines, provided the Board of Trustees has
obtained written confirmation from Moody's and S&P, as appropriate, that any
such change would not impair the ratings then assigned by Moody's and S&P to any
series of APS. A rating agency's guidelines will apply to shares of any series
of APS only so long as such rating agency is rating such shares.
The ratings on any series of the APS are not recommendations to purchase,
hold or sell shares of any series of APS, inasmuch as the ratings do not comment
as to market price or suitability for a particular investor nor do the rating
agency guidelines described above address the likelihood that a holder of shares
of any series of APS will be able to sell such shares in an Auction. The ratings
are based on current information furnished to Moody's and S&P by the Fund and
the Adviser, and information obtained from other sources. The ratings may be
changed, suspended or withdrawn as a result of changes in, or the unavailability
of, such information. The Fund's Common Shares have not been rated by a
nationally recognized statistical rating organization.
OTHER INFORMATION
CUSTODY OF ASSETS
Except for segregated assets held by a futures commission merchant pursuant
to rules and regulations promulgated under the 1940 Act, all securities owned by
the Fund and all cash, including proceeds from the sale of shares of the Fund
and of securities in the Fund's investment portfolio, are held by State Street
Bank and Trust Company, 225 West Franklin Street, Boston, Massachusetts 02110,
as custodian. The custodian also provides accounting services to the Fund.
PROXY VOTING POLICY AND PROCEDURES AND PROXY VOTING RECORD
The Fund's Proxy Voting Policy and Procedures are included as Appendix H to
this Statement of Additional Information. Information on how the Fund voted
proxies relating to portfolio securities during the most recent twelve-month
period ended June 30 is available without charge, upon request, by calling (800)
847-2424 or by visiting our web site at www.vankampen.com. This information is
also available on the SEC's web site at http://www.sec.gov.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
An independent registered public accounting firm for the Fund performs an
annual audit of the Fund's financial statements. The Fund's Board of Trustees
has engaged , located at , to be the Fund's
independent registered public accounting firm.
FINANCIAL STATEMENTS
Incorporated herein by reference in their respective entireties are (i) the
audited financial statements of the Acquiring Fund for the fiscal year ended
October 31, 2004, as
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included in Appendix C hereto, (ii) the audited financial statements of
California Municipal Trust for the fiscal year ended June 30, 2004, as included
in Appendix D hereto, (iii) the audited financial statements of California
Quality Municipal Trust, dated October 31, 2004, attached hereto as Appendix F;
and (iv) the audited financial statements of Trust for Investment Grade
California Municipals, dated October 31, 2004, attached hereto as Appendix G.
PRO FORMA FINANCIAL STATEMENTS
Set forth in Appendix I hereto are unaudited pro forma financial statements
of the Acquiring Fund giving effect to the Reorganization which include: (i) Pro
Forma Condensed Statements of Assets and Liabilities at October 31, 2004, (ii)
Pro Forma Condensed Statement of Operations for the one year period ended
October 31, 2004 and (iii) Pro Forma Portfolio of Investments at October 31,
2004.
S-21
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
APPENDIX A
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
In order to consummate the Reorganization and in consideration of the
promises and the covenants and agreements hereinafter set forth, and intending
to be legally bound, Van Kampen XXXXXX, a registered closed-end investment
company, File No. 811-XXXX (the "Target Fund") and Van Kampen XXXXXX (the
"Acquiring Fund"), a registered closed-end investment company, File No.
811-XXXX, each hereby agree as follows:
1. Representations and Warranties of the Acquiring Fund.
The Acquiring Fund represents and warrants to, and agrees with, the
Target Fund that:
(a) The Acquiring Fund is a trust, with transferable shares, duly
organized, validly existing and in good standing in conformity
with the laws of its jurisdiction of organization, and has the
power to own all of its assets and to carry out this
Agreement. The Acquiring Fund has all necessary federal, state
and local authorizations to carry on its business as it is now
being conducted and to carry out this Agreement.
(b) The Acquiring Fund is duly registered under the 1940 Act of
1940, as amended (the "1940 Act") as a diversified, closed-end
management investment company and such registration has not
been revoked or rescinded and is in full force and effect. The
Acquiring Fund has elected and qualified for the special tax
treatment afforded regulated investment companies ("RICs")
under Section 851 of the Internal Revenue Code (the "Code") at
all times since its inception and intends to continue to so
qualify until consummation of the reorganization contemplated
hereby (the "Reorganization") and thereafter.
(c) The Target Fund has been furnished with the Acquiring Fund's
Annual Report to Shareholders for the fiscal year ended
December 31, 2004, and the audited financial statements
appearing therein, having been audited by [ ], independent
registered public accounting firm, fairly present the
financial position of the Acquiring Fund as of the respective
dates indicated, in conformity with accounting principles
generally accepted in the United States applied on a
consistent basis.
(d) An unaudited statement of assets, liabilities and capital of
the Acquiring Fund and an unaudited schedule of investments of
the Acquiring Fund, each as of the Valuation Time (as defined
in Section 5(d) of this Agreement), will be furnished to the
Target Fund, at or prior to the Closing Date for the purpose
of determining the number of Acquiring Fund Common Shares, and
Acquiring Fund APS to be issued pursuant to Section 6 of this
Agreement; each will fairly present the financial position of
the Acquiring Fund as of the Valuation Time in conformity with
generally accepted accounting principles applied on a
consistent basis.
(e) The Acquiring Fund has full power and authority to enter into
and perform its obligations under this Agreement. The
execution, delivery and performance of this Agreement has been
duly authorized by all necessary action of its Board of
Trustees, and this Agreement constitutes a valid and binding
contract enforceable in accordance with its terms, subject to
the effects of bankruptcy, insolvency, moratorium, fraudulent
conveyance and similar
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laws relating to or affecting creditors' rights generally and
court decisions with respect thereto.
(f) There are no material legal, administrative or other
proceedings pending or, to the knowledge of the Acquiring
Fund, threatened against it which assert liability on the part
of the Acquiring Fund or which materially affect its financial
condition or its ability to consummate the Reorganization. The
Acquiring Fund is not charged with or, to the best of its
knowledge, threatened with any violation or investigation of
any possible violation of any provisions of any federal, state
or local law or regulation or administrative ruling relating
to any aspect of its business.
(g) The Acquiring Fund is not obligated under any provision of its
Declaration of Trust, as amended, or its by-laws, as amended,
or a party to any contract or other commitment or obligation,
and is not subject to any order or decree which would be
violated by its execution of or performance under this
Agreement, except insofar as the Funds have mutually agreed to
amend such contract or other commitment or obligation to cure
any potential violation as a condition precedent to the
Reorganization.
(h) There are no material contracts outstanding to which the
Acquiring Fund is a party that have not been disclosed in the
N-14 Registration Statement (as defined in subsection (k)
below) or will not otherwise be disclosed to the Target Fund
prior to the Valuation Time.
(i) The Acquiring Fund has no known liabilities of a material
amount, contingent or otherwise, other than those shown on its
statements of assets, liabilities and capital referred to in
subsection (c) above, those incurred in the ordinary course of
its business as an investment company; and those incurred in
connection with the Reorganization. As of the Valuation Time,
the Acquiring Fund will advise each Acquired Fund in writing
of all known liabilities, contingent or otherwise, whether or
not incurred in the ordinary course of business, existing or
accrued as of such time, except to the extent disclosed in the
financial statements referred to in subsection (c) above.
(j) No consent, approval, authorization or order of any court or
government authority is required for the consummation by the
Acquiring Fund of the Reorganization, except such as may be
required under the Securities Act of 1933, as amended (the
"1933 Act"), the Securities Exchange Act of 1934, as amended
(the "1934 Act") and the 1940 Act or state securities laws
(which term as used herein shall include the laws of the
District of Columbia and Puerto Rico).
(k) The registration statement filed by the Acquiring Fund on Form
N-14 which includes the proxy statement of the Target Fund
with respect to the transactions contemplated herein and the
prospectus of the Acquiring Fund relating to the Acquiring
Fund Common Shares and the Acquiring Fund APS to be issued
pursuant to this Agreement, (the "Proxy Statement and
Prospectus"), and any supplement or amendment thereto or to
the documents therein (as amended or supplemented, the "N-14
Registration Statement"), on its effective date, at the time
of the shareholders' meetings referred to in Section 8(a) of
this Agreement and at the Closing Date, insofar as it relates
to the Acquiring Fund (i) complied or will comply in all
material respects with the provisions of the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations
thereunder and (ii) did not or will not contain any
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untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Proxy
Statement and Prospectus included therein did not or will not
contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements
therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the
representations and warranties in this subsection only shall
apply to statements in or omissions from the N-14 Registration
Statement made in reliance upon and in conformity with
information furnished by the Acquiring Fund for use in the
N-14 Registration Statement as provided in Section 8(e) of
this Agreement.
(l) The Acquiring Fund is authorized to issue an unlimited number
of common shares of beneficial interest, par value $.01 per
share (the "Acquiring Fund Common Shares"), and preferred
shares of beneficial interest, par value $.01 per share. The
Board of Trustees of the Acquiring Fund has designated
preferred shares as Auction Preferred Shares
("Acquiring Fund APS"). Each outstanding Acquiring Fund Common
Share and each Acquiring Fund APS of the Acquiring Fund is
fully paid and, except as provided in Section ___ of the
Acquiring Fund's Declaration of Trust, non-assessable, and has
full voting rights.
(m) The Acquiring Fund Common Shares and the Acquiring Fund APS to
be issued to the Target Fund pursuant to this Agreement will
have been duly authorized and, when issued and delivered
pursuant to this Agreement, will be legally and validly issued
and will be fully paid and, except as provided in Section ___
of the Acquiring Fund's Declaration of Trust, nonassessable
and will have full voting rights, and no shareholder of the
Acquiring Fund will have any preemptive right of subscription
or purchase in respect thereof.
(n) At or prior to the Closing Date, the Acquiring Fund Common
Shares to be transferred to the Target Fund for distribution
to the shareholders of the Target Fund on the Closing Date
will be duly qualified for offering to the public in all
states of the United States in which the sale of shares of the
Funds presently are qualified, and there will be a sufficient
number of such shares registered under the 1933 Act and, as
may be necessary, with each pertinent state securities
commission to permit the transfers contemplated by this
Agreement to be consummated.
(o) At or prior to the Closing Date, the Acquiring Fund APS to be
transferred to the Target Fund on the Closing Date will be
duly qualified for offering to the public in all states of the
United States in which the sale of APS of the Target Fund
presently are qualified, and there are a sufficient number of
Acquiring Fund APS registered under the 1933 Act and with each
pertinent state securities commission to permit the transfers
contemplated by this Agreement to be consummated.
(p) At or prior to the Closing Date, the Acquiring Fund will have
obtained any and all regulatory, Trustee and shareholder
approvals necessary to issue the Acquiring Fund Common Shares
and the Acquiring Fund APS to the Target Fund.
(q) The Acquiring Fund has filed, or intends to file, or has
obtained extensions to file, all federal, state and local tax
returns which are required to be filed by it, and has paid or
has obtained extensions to pay, all federal, state and local
taxes shown on said returns to be due and owing and all
assessments received by it, up to and including the taxable
year in which the Closing Date occurs. All tax liabilities of
the Acquiring Fund have been adequately provided for on its
books, and no tax deficiency or liability of the Acquiring
Fund has been asserted and no question with respect thereto
has been raised by the Internal Revenue Service or by any
state or local tax authority for taxes in excess of those
already paid, up to and including the taxable year in which
the Closing Date occurs.
(r) The Acquiring Fund has elected to qualify and has qualified as
a RIC as of and since its inception; has been a RIC under the
Internal Revenue Code at all times since the end of its first
taxable year when it so qualified; qualifies and will continue
to qualify as a RIC under the Internal Revenue Code; and has
satisfied the distribution requirements imposed by the
Internal Revenue Code for each of its taxable years.
2. Representations and Warranties of the Target Fund.
The Target Fund represents and warrants to, and agrees with, the
Acquiring Fund that:
(a) The Target Fund is a trust, with transferable shares, duly
organized, validly existing and in good standing in conformity
with the laws of the jurisdiction of its organization, and has
the power to own all of its assets and to carry out this
Agreement. The Target Fund has all necessary federal, state
and local authorizations to carry on its business as it is now
being conducted and to carry out this Agreement.
A-3
(b) The Target Fund is duly registered under the 1940 Act as a
diversified, closed-end management investment company (File
No. 811- ), and such registration has not been revoked or
rescinded and is in full force and effect. The Target Fund has
elected and qualified for the special tax treatment afforded
RICs under Section 851 of the Code at all times since its
inception, and intends to continue to so qualify through its
taxable year ending upon liquidation.
(c) As used in this Agreement, the term "Target Fund Investments"
shall mean (i) the investments of the Target Fund shown on the
schedule of its investments as of the Valuation Time furnished
to the Acquiring Fund; and (ii) all other assets owned by the
Target Fund or liabilities incurred as of the Valuation Time.
(d) The Target Fund has full power and authority to enter into and
perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement has been duly
authorized by all necessary action of its Board of Trustees
and this Agreement constitutes a valid and binding contract
enforceable in accordance with its terms, subject to the
effects of bankruptcy, insolvency, moratorium, fraudulent
conveyance and similar laws relating to or affecting
creditors' rights generally and court decisions with respect
thereto.
(e) The Acquiring Fund has been furnished with the Target Fund's
Annual Report to Shareholders for the fiscal year ended
December 31, 2004, and the audited financial statements
appearing therein, having been audited by [ ],
independent registered public accounting firm, fairly present
the financial position of the Target Fund as of the respective
dates indicated, in conformity with accounting principles
generally accepted in the United States applied on a
consistent basis.
(f) An unaudited statement of assets, liabilities and capital of
the Target Fund and an unaudited schedule of investments of
the Target Fund, each as of the Valuation Time, will be
furnished to the Acquiring Fund at or prior to the Closing
Date for the purpose of determining the number of shares of
Acquiring Fund Common Shares and Acquiring Fund APS to be
issued to the Target Fund pursuant to Section 3 of this
Agreement; each will fairly present the financial position of
the Target Fund as of the Valuation Time in conformity with
generally accepted accounting principles applied on a
consistent basis.
(g) There are no material legal, administrative or other
proceedings pending or, to the knowledge of the Target Fund,
threatened against it which assert liability on the part of
the Target Fund or which materially affect its financial
condition or its ability to consummate the Reorganization. The
Target Fund is not charged with or, to the best of its
knowledge, threatened with any violation or investigation of
any possible violation of any provisions of any federal, state
or local law or regulation or administrative ruling relating
to any aspect of its business.
(h) There are no material contracts outstanding to which the
Target Fund is a party that have not been disclosed in the
N-14 Registration Statement or will not otherwise be disclosed
to the Acquiring Fund prior to the Valuation Time.
(i) The Target Fund is not obligated under any provision of its
Declaration of Trust, as amended, or its by-laws, as amended,
or a party to any contract or other commitment or obligation,
and is not subject to any order or decree which would be
violated by its execution of or performance under this
Agreement, except insofar as the Funds have
A-4
mutually agreed to amend such contract or other commitment or
obligation to cure any potential violation as a condition
precedent to the Reorganization.
(j) The Target Fund has no known liabilities of a material amount,
contingent or otherwise, other than those shown on its
statements of assets, liabilities and capital referred to
above, those incurred in the ordinary course of its business
as an investment company since [ ], 2005 and those incurred in
connection with the Reorganization. As of the Valuation Time,
the Target Fund will advise the Acquiring Fund in writing of
all known liabilities, contingent or otherwise, whether or not
incurred in the ordinary course of business, existing or
accrued as of such time.
(k) The Target Fund has filed, or intends to file, or has obtained
extensions to file, all federal, state and local tax returns
which are required to be filed by it, and has paid or has
obtained extensions to pay, all federal, state and local taxes
shown on said returns to be due and owing and all assessments
received by it, up to and including the taxable year in which
the Closing Date occurs. All tax liabilities of the Target
Fund have been adequately provided for on its books, and no
tax deficiency or liability of the Target Fund has been
asserted and no question with respect thereto has been raised
by the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid, up to and
including the taxable year in which the Closing Date occurs.
(l) At both the Valuation Time and the Closing Date, the Target
Fund will have full right, power and authority to sell,
assign, transfer and deliver the Target Fund Investments. At
the Closing Date, subject only to the obligation to deliver
the Target Fund Investments as contemplated by this Agreement,
the Target Fund will have good and marketable title to all of
the Target Fund Investments, and the Acquiring Fund will
acquire all of the Target Fund Investments free and clear of
any encumbrances, liens or security interests and without any
restrictions upon the transfer thereof (except those imposed
by the federal or state securities laws and those
imperfections of title or encumbrances as do not materially
detract from the value or use of the Target Fund Investments
or materially affect title thereto).
(m) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Target Fund of the Reorganization, except such as may be
required under the 1933 Act, the 1934 Act, the 1940 Act or
state securities laws.
(n) The N-14 Registration Statement, on its effective date, at the
time of the shareholders' meetings referred to in Section 5(a)
of this Agreement and on the Closing Date, insofar as it
relates to the Target Fund (i) complied or will comply in all
material respects with the provisions of the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations
thereunder, and (ii) did not or will not contain any untrue
statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading; and the Proxy Statement and
Prospectus included therein did not or will not contain any
untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; provided, however, that the representations and
warranties in this subsection shall apply only to statements
in or omissions from the N-14 Registration Statement made in
reliance upon and in conformity with information furnished by
the Target Fund for use in the N-14 Registration Statement as
provided in Section 5(e) of this Agreement.
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(o) The Target Fund is authorized to issue an unlimited number of
common shares of beneficial interest, par value $.01 per
share (the "Target Fund Common Shares"), and preferred
shares of beneficial interest, par value $.01 per share. The
Board of Trustees of the Target Fund has designated
preferred shares as Auction Market Preferred Shares (the
"Target Fund AMPS"). Each outstanding Target Fund Common Share
and each of the outstanding Target Fund AMPS is fully paid and
nonassessable and has full voting rights.
(p) All of the issued and outstanding Target Fund Common Shares
and Target Fund AMPS were offered for sale and sold in
conformity with all applicable federal and state securities
laws.
(q) The books and records of the Target Fund made available to the
Acquiring Fund and/or its counsel are substantially true and
correct and contain no material misstatements or omissions
with respect to the operations of the Target Fund.
(r) The Target Fund will not sell or otherwise dispose of any of
the Acquiring Fund Common Shares or Acquiring Fund APS to be
received in the Reorganization, except in distribution to the
shareholders of the Target Fund, as provided in Section 3 of
this Agreement.
(s) The Target Fund has elected to qualify and has qualified as
"regulated investment company" under the Internal Revenue Code
(a "RIC") as of and since its inception; has been a RIC under
the Internal Revenue Code at all times since the end of its
first taxable year when it so qualified; qualifies and will
continue to qualify as a RIC under the Internal Revenue Code
for its taxable year ending upon its liquidation; and has
satisfied the distribution requirements imposed by the
Internal Revenue Code for each of its taxable years.
3. The Reorganization.
(a) Subject to receiving the requisite approvals of the
shareholders of the Target Fund, and to the other terms and
conditions contained herein, (i) the Target Fund agrees to
convey, transfer and deliver to the Acquiring Fund and the
Acquiring Fund agrees to acquire from the Target Fund, on the
Closing Date, all of the Target Fund Investments (including
interest accrued as of the Valuation Time on debt
instruments), and assume substantially all of the liabilities
of the Target Fund, in exchange solely for that number of
Target Fund Common Shares and Target Fund AMPS provided in
Section 4 of this Agreement. Pursuant to this Agreement, as
soon as practicable after the Closing Date, the Target Fund
will distribute all Acquiring Fund Common Shares and Acquiring
Fund APS received by it to its shareholders in exchange for
their Target Fund Common Shares and Target Fund AMPS. Such
distributions shall be accomplished by the opening of
shareholder accounts on the share ledger records of the
Acquiring Fund in the amounts due the shareholders of the
Target Fund based on their respective holdings in the Target
Fund as of the Valuation Time.
(b) If it is determined that the portfolios of the Target Fund and
the Acquiring Fund, when aggregated, would contain investments
exceeding certain percentage limitations imposed upon the
Acquiring Fund with respect to such investments, the Target
Fund, if requested by the Acquiring Fund, will dispose of a
sufficient amount of such investments as may be necessary to
avoid violating such limitations as of the Closing Date.
Notwithstanding the foregoing, (a) nothing herein will require
the Target Fund to dispose of any portfolios, securities or
other investments, if, in the reasonable judgment of the
Target Fund's trustees or investment adviser, such disposition
would adversely affect the tax-free nature of the
Reorganization for federal income tax purposes or would
otherwise not be in the best interests of the Target Fund and
(b) nothing will permit the Target Fund to dispose of any
portfolio securities or other investments if, in the
reasonable judgment of the Acquiring Fund's trustees or
investment adviser, such disposition would adversely affect
the tax-free nature of the Reorganization for federal income
tax purposes or would otherwise not be in the best interests
of the Target Fund.
(c) Prior to the Closing Date, the Target Fund shall declare a
dividend or dividends which, together with all such previous
dividends, shall have the effect of distributing to their
respective shareholders all of their respective net investment
company taxable income to and including the Closing Date, if
any (computed without regard to any deduction for dividends
paid), and all of its net capital gain, if any, realized to
and including the Closing Date. In this regard and in
connection with the Reorganization, the last dividend period
for the Target Fund AMPS prior to the Closing Date may be
shorter than the dividend period for such Target Fund AMPS
determined as set forth in the applicable Certificate of Vote
pertaining to such Target Fund AMPS.
(d) The Target Fund will pay or cause to be paid to the Acquiring
Fund any interest the Target Fund receives on or after the
Closing Date with respect to any of the Target Fund
Investments transferred to the Acquiring Fund hereunder.
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(e) The Valuation Time shall be 4:00 p.m., Eastern time, on [ ],
2005, or such earlier or later day and time as may be mutually
agreed upon in writing (the "Valuation Time").
(f) Recourse for liabilities assumed from the Target Fund by the
Acquiring Fund in the Reorganization will be limited to the
net assets acquired by the Acquiring Fund. The known
liabilities of the Target Fund, as of the Valuation Time,
shall be confirmed to the Acquiring Fund pursuant to Section
2(j) of this Agreement.
(g) The Target Fund will be terminated following the Closing Date
by terminating its registration under the 1940 Act and its
organization under Massachusetts law and will withdraw its
authority to do business in any state where it is required to
do so.
(h) The Acquiring Fund will file with the Secretary of State of
The Commonwealth of Massachusetts, as required, any amendment
to its Certificate of Vote establishing the powers, rights and
preferences of the Acquiring Fund APS prior to the closing of
the Reorganization.
4. Issuance and Valuation of Acquiring Fund Common Shares and Acquiring
Fund APS in the Reorganization.
Acquiring Fund Common Shares and Acquiring Fund APS of an aggregate net asset
value or aggregate liquidation preference, as the case may be, equal to the
value of the assets of the Target Fund acquired in the Reorganization determined
as hereinafter provided, reduced by the amount of liabilities of the Target Fund
assumed by the Acquiring Fund in the Reorganization, shall be issued by the
Acquiring Fund to the Target Fund in exchange for such assets of the Target
Fund, plus cash in lieu of fractional shares. The Acquiring Fund will issue to
the Target Fund (i) a number of Acquiring Fund Common Shares, the aggregate net
asset value of which will equal the aggregate net asset value of the Target Fund
Common Shares, determined as set forth below, and (ii) a number of Acquiring
Fund APS, the aggregate liquidation preference and value of which will equal the
aggregate liquidation preference and value of the Target Fund AMPS, determined
as set forth below.
The net asset value of each of the Funds and the liquidation preference and
value of each of the Target Fund AMPS and the Acquiring Fund APS shall be
determined as of the Valuation Time in accordance with the procedures described
in (i) the prospectus of the Acquiring Fund, dated [ ], relating to the
Acquiring Fund Common Shares and (ii) the prospectus of the Acquiring Fund,
dated [ ], relating to the Acquiring Fund APS, and no formula will be used to
adjust the net asset value so determined of any Fund to take into account
differences in realized and unrealized gains and losses. Values in all cases
shall be determined as of the Valuation Time. The value of the Target Fund
Investments to be transferred to the Acquiring Fund shall be determined by the
Acquiring Fund pursuant to the procedures utilized by the Acquiring Fund in
valuing its own assets and determining its own liabilities for purposes of the
Reorganization.
Such valuation and determination shall be made by the Acquiring Fund in
cooperation with the Target Fund and shall be confirmed in writing by the
Acquiring Fund to the Target Fund. The net asset value per share of the
Acquiring Fund Common Shares and the liquidation preference and value per share
of the Acquiring Fund APS shall be determined in accordance with such procedures
and the Acquiring Fund shall certify the computations involved. For purposes of
determining the net asset value of each of a Target Fund Common Share and an
Acquiring Fund Common Share, the value of the securities held by the applicable
Fund plus any cash or other assets (including interest accrued but not yet
received) minus all liabilities (including accrued expenses) and the aggregate
liquidation value of the outstanding shares of Target Fund AMPS or Acquiring
Fund APS, as the case may be, is divided by the total number of Target
Fund Common Shares or Acquiring Fund Common Shares, as the case may be,
outstanding at such time.
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The Acquiring Fund shall issue to the Target Fund separate certificates or
share deposit receipts for the Acquiring Fund Common Shares and the Acquiring
Fund APS, each registered in the name of the Target Fund. The Target Fund shall
then distribute the Acquiring Fund Common Shares and the Acquiring Fund APS to
the holders of Target Fund Common Shares and Target Fund AMPS by redelivering
the certificates or share deposit receipts evidencing ownership of (i) the
Acquiring Fund Common Shares to State Street Bank and Trust Company, as the
transfer agent and registrar for the Acquiring Fund Common Shares for
distribution to the holders of Target Fund Common Shares on the basis of such
holder's proportionate interest in the aggregate net asset value of the Target
Fund Common Shares and (ii) the Acquiring Fund APS to Bankers Trust Company, as
the transfer agent and registrar for the Acquiring Fund APS for distribution to
the holders of Target Fund APS on the basis of such holder's proportionate
interest in the aggregate liquidation preference and value of the Target Fund
AMPS. With respect to any Target Fund shareholder holding certificates
evidencing ownership of Target Fund Common Shares as of the Closing Date, and
subject to the Acquiring Fund being informed thereof in writing by the Target
Fund, the Acquiring Fund will not permit such shareholder to receive new
certificates evidencing ownership of the Acquiring Fund Common Shares or
Acquiring Fund APS, exchange Acquiring Fund Common Shares or Acquiring Fund APS
credited to such shareholder's account for shares of other investment companies
managed by the Adviser or any of its affiliates, or pledge or redeem such
Acquiring Fund Common Shares or Acquiring Fund APS, in any case, until notified
by the Target Fund or its agent that such shareholder has surrendered his or her
outstanding certificates evidencing ownership of Target Fund Common Shares or
Target Fund AMPS or, in the event of lost certificates, posted adequate bond.
The Target Fund, at its own expense, will request its shareholders to surrender
their outstanding certificates evidencing ownership of Target Fund Common Shares
or Target Fund AMPS, as the case may be, or post adequate bond therefor.
No fractional shares of Acquiring Fund Common Shares will be issued to
holders of Target Fund Common Shares. In lieu thereof, the Acquiring Fund's
transfer agent, State Street Bank and Trust Company, will aggregate all
fractional shares of Acquiring Fund Common Shares and sell the resulting full
shares on the New York Stock Exchange at the current market price for Acquiring
Fund Common Shares for the account of all holders of fractional interests, and
each such holder will receive such holder's pro rata share of the proceeds of
such sale upon surrender of such holder's certificates representing Acquiring
Fund Common Shares.
5.7. Payment of Expenses.
(a) With respect to expenses incurred in connection with the
Reorganization, the Target Fund and the Acquiring Fund will
share, in proportion to their respective projected declines in
total operating expenses, all expenses incurred in connection
with the Reorganization, including, but not limited to, all
costs related to the preparation and distribution of materials
distributed to each Fund's Board of Trustees, expenses
incurred in connection with the preparation of the Agreement
and Plan of Reorganization, a registration statement on Form
N-14, SEC and state securities commission filing fees and
legal and audit fees in connection with the Reorganization,
costs of printing and distributing this Proxy Statement and
Prospectus, legal fees incurred preparing each Fund's board
materials, attending each Fund's board meetings and preparing
the minutes, auditing fees associated with each Fund's
financial statements, stock exchange fees, rating agency fees,
portfolio transfer taxes (if any) and any similar expenses
incurred in connection with the Reorganization.
(b) If for any reason the Reorganization is not consummated, no
party shall be liable to any other party for any damages
resulting therefrom, including, without limitation,
consequential damages.
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6.8. Covenants of the Funds.
(a) Each Fund covenants to operate its business as presently
conducted between the date hereof and the Closing Date.
(b) The Target Fund agrees that following the consummation of the
Reorganization, it will terminate in accordance with the laws
of The Commonwealth of Massachusetts and any other applicable
law, it will not make any distributions of any Acquiring Fund
Common Shares or Acquiring Fund APS other than to its
respective shareholders and without first paying or adequately
providing for the payment of all of its respective liabilities
not assumed by the Acquiring Fund, if any, and on and after
the Closing Date it shall not conduct any business except in
connection with its termination.
(c) The Target Fund undertakes that if the Reorganization is
consummated, it will file an application pursuant to Section
8(f) of the 1940 Act for an order declaring that the Target
Fund has ceased to be a registered investment company.
(d) The Acquiring Fund will file the N-14 Registration Statement
with the Securities and Exchange Commission (the "Commission")
and will use its best efforts to provide that the N-14
Registration Statement becomes effective as promptly as
practicable. Each Fund agrees to cooperate fully with the
other, and each will furnish to the other the information
relating to itself to be set forth in the N-14 Registration
Statement as required by the 1933 Act, the 1934 Act the 1940
Act, and the rules and regulations thereunder and the state
securities laws.
(e) The Acquiring Fund has no plan or intention to sell or
otherwise dispose of the Target Fund Investments, except for
dispositions made in the ordinary course of business.
(f) Each of the Funds agrees that by the Closing Date all of its
federal and other tax returns and reports required to be filed
on or before such date shall have been filed and all taxes
shown as due on said returns either have been paid or adequate
liability reserves have been provided for the payment of such
taxes.
The intention of the parties is that the transaction contemplated by
this Agreement will qualify as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code. Neither the Acquiring Fund nor the Target
Fund shall take any action or cause any action to be taken (including, without
limitation, the filing of any tax return) that is inconsistent with such
treatment or results in the failure of the transaction to qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code. At or prior to the Closing Date, the Acquiring Fund and the Target Fund
will take such action, or cause such action to be taken, as is reasonably
necessary to enable Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to
the Funds, to render the tax opinion required herein (including, without
limitation, each party's execution of representations reasonably requested by
and addressed to Skadden, Arps, Slate, Meagher & Flom LLP).
In connection with this covenant, the Funds agree to cooperate with
each other in filing any tax return, amended return or claim for refund,
determining a liability for taxes or a right to a refund of taxes or
participating in or conducting any audit or other proceeding in respect of
taxes. The Acquiring Fund agrees to retain for a period of ten (10) years
following the Closing Date all returns, schedules and work papers and all
material records or other documents relating to tax matters of the Target Fund
for each of such Fund's taxable period first ending after the Closing Date and
for all prior taxable periods.
After the Closing Date, the Target Fund shall prepare, or cause its
agents to prepare, any federal, state or local tax returns required to be filed
by such fund with respect to its final taxable year ending with its complete
liquidation and for any prior periods or taxable years and further shall cause
such tax returns to be duly filed with the appropriate taxing authorities.
Notwithstanding the aforementioned provisions of this subsection, any expenses
incurred by the Target Fund (other than for payment of taxes) in connection with
the preparation and filing of said tax returns after the Closing Date shall be
borne by such Fund to the extent such expenses have been accrued by such Fund in
the ordinary course without regard to the Reorganization; any excess expenses
shall be borne by Van Kampen or an affiliate thereof.
A-9
(g) The Target Fund agrees to mail to its shareholders of record
entitled to vote at the special meeting of shareholders at
which action is to be considered regarding this Agreement, in
sufficient time to comply with requirements as to notice
thereof, a combined proxy statement and prospectus which
complies in all material respects with the applicable
provisions of Section 14(a) of the 1934 Act and Section 20(a)
of the 1940 Act, and the rules and regulations, respectively,
thereunder. (h) Following the consummation of the
Reorganization, the Acquiring Fund will stay in existence and
continue its business as a diversified, closed-end
management investment company registered under the 1940 Act.
7.9. Closing Date.
(a) Delivery of the assets of the Target Fund to be transferred,
together with any other Target Fund Investments, and the
Acquiring Fund Common Shares and Acquiring Fund APS to be
issued as provided in this Agreement, shall be made at such
place and time as the Funds shall mutually agree on the next
full business day following the Valuation Time, or at such
other time and date agreed to by the Funds, the date and time
upon which such delivery is to take place being referred to
herein as the "Closing Date." To the extent that any Target
Fund Investments, for any reason, are not transferable on the
Closing Date, the Target Fund shall cause such Target Fund
Investments to be transferred to the Acquiring Fund's account
with its custodian at the earliest practicable date
thereafter.
(b) The Target Fund will deliver to the Acquiring Fund on the
Closing Date confirmation or other adequate evidence as to the
tax basis of the Target Fund Investments delivered to the
Acquiring Fund hereunder, certified by [certified independent
registered accounting firm].
(c) As soon as practicable after the close of business on the
Closing Date, the Target Fund shall deliver to the Acquiring
Fund a list of the names and addresses of all of the
shareholders of record of the Target Fund on the Closing Date
and the number of shares of Target Fund Common Shares and
Target Fund AMPS owned by each such shareholder, certified to
the best of its knowledge and belief by the transfer agent for
the Target Fund or by its President.
8.10. Conditions of the Target Fund.
The obligations of the Target Fund hereunder shall be subject to the
following conditions:
(a) That this Agreement shall have been adopted, and the
Reorganization shall have been approved, by
the Board of Trustees of the Target Fund and by the
affirmative vote of the holders of a majority of each of the
outstanding Target Fund Common Shares and Target Fund AMPS,
each voting separately as a class; and that the Acquiring Fund
shall have delivered to the Target Fund a copy of the
resolution approving this Agreement adopted by the Board of
Trustees of the Acquiring Fund, and a certificate setting
forth the vote of holders of Acquiring Fund Common Shares
approving the issuance of additional Acquiring Fund Common
Shares, each certified by its Secretary.
(b) That the Target Fund shall have received from the Acquiring
Fund a statement of assets, liabilities and capital, with
values determined as provided in Section 4 of this Agreement,
together with a schedule of such Fund's investments, all as of
the Valuation Time, certified on the Target Fund's behalf by
its President (or any Vice President) and its Treasurer, and a
certificate signed by the Fund's President (or any Vice
President) and its Treasurer, dated as of the Closing Date,
certifying that as of the Valuation Time and as of the Closing
Date there has been no material adverse change in the
financial position of the Target Fund since the date of such
Fund's most recent Annual or Semi-Annual Report
A-10
as applicable, other than changes in its portfolio securities
since that date or changes in the market value of its
portfolio securities.
(c) That the Acquiring Fund shall have furnished to the Target
Fund a certificate signed by the Acquiring Fund's President
(or any Vice President) and its Treasurer, dated as of the
Closing Date, certifying that, as of the Valuation Time and as
of the Closing Date all representations and warranties of the
Acquiring Fund made in this Agreement are true and correct in
all material respects with the same effect as if made at and
as of such dates, and that the Acquiring Fund has complied
with all of the agreements and satisfied all of the conditions
on its part to be performed or satisfied at or prior to each
of such dates.
(d) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement.
(e) The Target Fund shall have received the opinion(s) of Skadden
Arps, counsel for the Acquiring Fund, dated as of the Closing
Date, addressed to the Target Fund substantially in the form
and to the effect that:
(i) the Acquiring Fund is duly formed and validly
existing under the laws of its state of organization;
(ii) the Acquiring Fund is registered as a closed-end,
management investment company under the 1940 Act;
(iii) this Agreement and the reorganization provided for
herein and the execution of this Agreement have been
duly authorized and approved by all requisite action
of Acquiring Fund and this Agreement has been duly
executed and delivered by the Acquiring Fund and
(assuming the Agreement is a valid and binding
obligation of the other parties thereto) is a valid
and binding obligation of the Acquiring Fund;
(iv) neither the execution or delivery by the Acquiring
Fund of this Agreement nor the consummation by the
Acquiring Fund of the transactions contemplated
thereby violate any provision of any statute or any
published regulation or any judgment or order
disclosed to counsel by the Acquiring Fund as being
applicable to the Acquiring Fund;
(v) the Acquiring Fund Common Shares and Acquiring Fund
APS have each been duly authorized and, upon issuance
thereof in accordance with this Agreement, each will
be validly issued and fully paid; and
(vi) to their knowledge and subject to the qualifications
set forth below, the execution and delivery by the
Acquiring Fund of the Agreement and the consummation
of the transactions therein contemplated do not
require, under the laws of its state of organization
or any state in which the Acquiring Fund is qualified
to do business or the federal laws of the United
States, the consent, approval, authorization,
registration, qualification or order of, or filing
with, any court or governmental agency or body
(except such as have been obtained). Counsel need
express no opinion, however, as to any such consent,
approval, authorization, registration, qualification,
order or filing which may be required as a result of
the involvement of other parties to the Agreement in
the transactions contemplated by the Agreement
because of their legal or regulatory status or
because of any other facts specifically pertaining to
them;
A-11
(vii) the absence of which does not deprive the Target Fund
of any material benefit under the Agreement; or
(viii) which can be readily obtained without significant
delay or expense to the Target Fund, without loss to
the Target Fund of any material benefit under the
Agreement and without any material adverse effect on
the Target Fund during the period such consent,
approval, authorization, registration, qualification
or order was obtained. The foregoing opinion relates
only to consents, approvals, authorizations,
registrations, qualifications, orders or filings
under (a) laws which are specifically referred to in
this opinion, (b) laws of its state of organization
or any state in which the Acquiring Fund is qualified
to do business and the federal laws of the United
States which, in counsel's experience, are normally
applicable to transactions of the type provided for
in the Agreement and (c) court orders and judgments
disclosed to counsel by the Acquiring Fund in
connection with the opinion. In addition, although
counsel need not have specifically considered the
possible applicability to the Acquiring Fund of any
other laws, orders or judgments, nothing has come to
their attention in connection with their
representation of the Acquiring Fund in this
transaction that has caused them to conclude that any
other consent, approval, authorization, registration,
qualification, order or filing is required.
(ix) The Target Fund shall have obtained an opinion from
Skadden, Arps, dated as of the Closing Date,
addressed to the Target Fund, that the consummation
of the transactions set forth in this Agreement
comply with the requirements of a reorganization as
described in Section 368(a) of the Internal Revenue
Code.
(x) That all proceedings taken by each of the Funds and
its counsel in connection with the Reorganization and
all documents incidental thereto shall be
satisfactory in form and substance to the others.
(xi) That the N-14 Registration Statement shall have
become effective under the 1933 Act, and no stop
order suspending such effectiveness shall have been
instituted or, to the knowledge of the Acquiring
Fund, be contemplated by the SEC.
9. Acquiring Fund Conditions.
The obligations of the Acquiring Fund hereunder shall be subject to the
following conditions:
(a) That this Agreement shall have been adopted, and the
Reorganization shall have been approved, by the Board of
Trustees of the Acquiring Fund and that the issuance of
additional Acquiring Fund Common Shares shall have been
approved by the affirmative vote of a majority of votes cast,
where total votes cast represented over 50% of all securities
entitled to vote; and the Target Fund shall have delivered to
the Acquiring Fund a copy of the resolution approving this
Agreement adopted by the Target Fund's Board of Trustees, and
a certificate setting forth the vote of the holders of Target
Fund Common Shares and Target Fund AMPS obtained, each
certified by its Secretary.
(b) That the Target Fund shall have furnished to the Acquiring
Fund a statement of its assets, liabilities and capital, with
values determined as provided in Section 4 of this Agreement,
together with a schedule of investments with their respective
dates of acquisition and tax costs, all as of the Valuation
Time, certified on such Fund's behalf by its President (or any
Vice President) and its Treasurer, and a certificate signed by
such Fund's President
A-12
(or any Vice President) and its Treasurer, dated as of the
Closing Date, certifying that as of the Valuation Time and as
of the Closing Date there has been no material adverse change
in the financial position of the Target Fund since the date of
such Fund's most recent Annual Report or Semi-Annual Report,
as applicable, other than changes in the Target Fund
Investments since that date or changes in the market value of
the Target Fund Investments.
(c) That the Target Fund shall have furnished to the Acquiring
Fund a certificate signed by such Fund's President (or any
Vice President) and its Treasurer, dated the Closing Date,
certifying that as of the Valuation Time and as of the Closing
Date all representations and warranties of the Target Fund
made in this Agreement are true and correct in all material
respects with the same effect as if made at and as of such
dates and the Target Fund has complied with all of the
agreements and satisfied all of the conditions on its part to
be performed or satisfied at or prior to such dates.
(d) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement.
(e) That the Acquiring Fund shall have received the opinion of
Skadden, Arps, counsel for the Target Fund, dated as of the
Closing Date, addressed to the Acquiring Fund, substantially
in the form and to the effect that:
(i) the Target Fund is duly formed and validly existing
under the laws of its state of organization;
(ii) the Target Fund is registered as a closed-end,
management investment company under the 1940 Act;
(iii) (iii) this Agreement and the reorganization provided
for herein and the execution of this Agreement have
been duly authorized by all requisite action of the
Target Fund and this Agreement has been duly
executed and delivered by the Target Fund and
(assuming the Agreement is a valid and binding
obligation of the other parties thereto) is a valid
and binding obligation of the Target Fund;
(iv) (iv) neither the execution or delivery by the Target
Fund of this Agreement nor the consummation by the
Target Fund of the transactions contemplated thereby
violate any provision of any statute, or any
published regulation or any judgment or order
disclosed to them by the Target Fund as being
applicable to the Target Fund; and
(v) (v) to their knowledge and subject to the
qualifications set forth below, the execution and
delivery by the Trust on behalf of the Target Fund
of the Agreement and the consummation of the
transactions therein contemplated do not require,
under the laws of its state of organization or any
state in which the Target Fund is qualified to do
business, or the federal laws of the United States,
the consent, approval, authorization, registration,
qualification or order of, or filing with, any court
or governmental agency or body (except such as have
been obtained under the 1933 Act, 1934 Act, the 1940
Act or the rules and regulations thereunder.)
Counsel need express no opinion, however, as to any
such consent, approval, authorization, registration,
qualification, order or filing;
A-13
(iv) which may be required as a result of the involvement
of other parties to the Agreement in the transactions
contemplated by the Agreement because of their legal
or regulatory status or because of any other facts
specifically pertaining to them;
(v) the absence of which does not deprive the Acquiring
Fund of any material benefit under such agreements;
or
(vi) which can be readily obtained without significant
delay or expense to the Acquiring Fund, without loss
to the Acquiring Fund of any material benefit under
the Agreement and without any material adverse effect
on them during the period such consent, approval,
authorization, registration, qualification or order
was obtained. The foregoing opinion relates only to
consents, approvals, authorizations, registrations,
qualifications, orders or filings under (a) laws
which are specifically referred to in the opinion,
(b) laws of its state of organization or any state in
which the Target Fund is qualified to do business and
the federal laws of the United States which, in our
experience, are normally applicable to transactions
of the type provided for in the Agreement and (c)
court orders and judgments disclosed to them by the
Target Fund in connection with the opinion. In
addition, although counsel need not have specifically
considered the possible applicability to the Target
Fund of any other laws, orders or judgments, nothing
has come to their attention in connection with their
representation of the Target Fund in this transaction
that has caused them to conclude that any other
consent, approval, authorization, registration,
qualification, order or filing is required.
(vii) That the Acquiring Fund shall have obtained an
opinion from Skadden, Arps, counsel for the Target
Fund, dated as of the Closing Date, addressed to the
Acquiring Fund, that the consummation of the
transactions set forth in this Agreement comply with
the requirements of a reorganization as described in
Section 368(a) of the Internal Revenue Code.
(viii) That the N-14 Registration Statement shall have
become effective under the 1933 Act and no stop order
suspending such effectiveness shall have been
instituted or, to the knowledge of any Acquired Fund,
be contemplated by the SEC.
(ix) That all proceedings taken by the Target Fund and its
counsel in connection with the Reorganization and all
documents incidental thereto shall be satisfactory in
form and substance to the Acquiring Fund.
(x) That prior to the Closing Date the Acquired Fund
shall have declared a dividend or dividends which,
together with all such previous dividends, shall have
the effect of distributing to its shareholders all of
its net investment company taxable income for the
period to and including the Closing Date, if any
(computed without regard to any deduction for
dividends paid), and all of its net capital gain, if
any, realized to and including the Closing Date. In
this regard, the last dividend period for the Target
Fund AMPS may be shorter than the dividend period for
such APS determined as set forth in the applicable
Certificate of Vote.
10. Termination, Postponement and Waivers.
(a) Notwithstanding anything contained in this Agreement to the
contrary, this Agreement may be terminated and the
Reorganization abandoned at any time (whether before or after
adoption thereof by the shareholders of the Funds) prior to
the Closing Date, or the Closing Date may be postponed, (i) by
mutual consent of the Boards of Trustees of the
A-14
Funds, (ii) by the Board of Trustees of the Target Fund if any
condition of the Target Fund's obligations set forth in
Section 10 of this Agreement has not been fulfilled or waived
by such Board; or (iii) by the Board of Trustees of the
Acquiring Fund if any condition of the Acquiring Fund's
obligations set forth in Section 11 of this Agreement have not
been fulfilled or waived by such Board.
(b) If the transactions contemplated by this Agreement have not
been consummated by [ ], this Agreement automatically shall
terminate on that date, unless a later date is mutually agreed
to by the Boards of Trustees of the Funds.
(c) In the event of termination of this Agreement pursuant to the
provisions hereof, the same shall become void and have no
further effect, and there shall not be any liability on the
part of any Fund or persons who are their directors, trustees,
officers, agents or shareholders in respect of this Agreement.
(d) At any time prior to the Closing Date, any of the terms or
conditions of this Agreement may be waived by the Board of
Trustees of any Fund (whichever is entitled to the benefit
thereof), if, in the judgment of such Board after consultation
with its counsel, such action or waiver will not have a
material adverse effect on the benefits intended under this
Agreement to the shareholders of their respective fund, on
behalf of which such action is taken. In addition, the Boards
of Trustees of the Funds have delegated to the Adviser the
ability to make non-material changes to the transaction if it
deems it to be in the best interests of the Funds to do so.
(e) The respective representations and warranties contained in
Sections 1 and 2 of this Agreement shall expire with, and be
terminated by, the consummation of the Reorganization, and
neither Fund nor any of its officers, trustees, agents or
shareholders shall have any liability with respect to such
representations or warranties after the Closing Date. This
provision shall not protect any officer, trustee, agent or
shareholder of either Fund against any liability to the entity
for which that officer, trustee, agent or shareholder so acts
or to its shareholders, to which that officer, trustee, agent
or shareholder otherwise would be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of the duties in the conduct of such office.
(f) If any order or orders of the Commission with respect to this
Agreement shall be issued prior to the Closing Date and shall
impose any terms or conditions which are determined by action
of the Boards of Trustees of the Funds to be acceptable, such
terms and conditions shall be binding as if a part of this
Agreement without further vote or approval of the shareholders
of the Funds unless such terms and conditions shall result in
a change in the method of computing the number of Acquiring
Fund Common Shares or Acquiring Fund APS to be issued to the
Acquired Funds, as applicable, in which event, unless such
terms and conditions shall have been included in the proxy
solicitation materials furnished to the shareholders of the
Funds prior to the meetings at which the Reorganization shall
have been approved, this Agreement shall not be consummated
and shall terminate unless the Funds promptly shall call a
special meeting of shareholders at which such conditions so
imposed shall be submitted for approval.
11. Indemnification.
(a) Each party (an "Indemnitor") shall indemnify and hold the
other and its officers, trustees, agents and persons
controlled by or controlling any of them (each an "Indemnified
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Party") harmless from and against any and all losses, damages,
liabilities, claims, demands, judgments, settlements,
deficiencies, taxes, assessments, charges, costs and expenses
of any nature whatsoever (including reasonable attorneys'
fees) including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees
reasonably incurred by such Indemnified Party in connection
with the defense or disposition of any claim, action, suit or
other proceeding, whether civil or criminal, before any court
or administrative or investigative body in which such
Indemnified Party may be or may have been involved as a party
or otherwise or with which such Indemnified Party may be or
may have been threatened (collectively, the "Losses") arising
out of or related to any claim of a breach of any
representation, warranty or covenant made herein by the
Indemnitor, provided, however, that no Indemnified Party shall
be indemnified hereunder against any Losses arising directly
from such Indemnified Party's (i) willful misfeasance, (ii)
bad faith, (iii) gross negligence or (iv) reckless disregard
of the duties involved in the conduct of such Indemnified
Party's position.
(b) The Indemnified Party shall use its best efforts to minimize
any liabilities, damages, deficiencies, claims, judgments,
assessments, costs and expenses in respect of which indemnity
may be sought hereunder. The Indemnified Party shall give
written notice to Indemnitor within the earlier of ten (10)
days of receipt of written notice to Indemnified Party or
thirty (30) days from discovery by Indemnified Party of any
matters which may give rise to a claim for indemnification or
reimbursement under this Agreement. The failure to give such
notice shall not affect the right of Indemnified Party to
indemnity hereunder unless such failure has materially and
adversely affected the rights of the Indemnitor; provided that
in any event such notice shall have been given prior to the
expiration of the Survival Period. At any time after ten (10)
days from the giving of such notice, Indemnified Party may, at
its option, resist, settle or otherwise compromise, or pay
such claim unless it shall have received notice from
Indemnitor that Indemnitor intends, at Indemnitor's sole cost
and expense, to assume the defense of any such matter, in
which case Indemnified Party shall have the right, at no cost
or expense to Indemnitor, to participate in such defense. If
Indemnitor does not assume the defense of such matter, and in
any event until Indemnitor states in writing that it will
assume the defense, Indemnitor shall pay all costs of
Indemnified Party arising out of the defense until the defense
is assumed; provided, however, that Indemnified Party shall
consult with Indemnitor and obtain indemnitor's prior written
consent to any payment or settlement of any such claim.
Indemnitor shall keep Indemnified Party fully apprised at all
times as to the status of the defense. If Indemnitor does not
assume the defense, Indemnified Party shall keep Indemnitor
apprised at all times as to the status of the defense.
Following indemnification as provided for hereunder,
Indemnitor shall be subrogated to all rights of Indemnified
Party with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been
made.
12. Other Matters.
(a) Pursuant to Rule 145 under the 1933 Act, and in connection
with the issuance of any shares to any person who at the time
of the Reorganization is, to its knowledge, an affiliate of a
party to the Reorganization pursuant to Rule 145(c), the
Acquiring Fund will cause to be affixed upon the
certificate(s) issued to such person (if any) a legend as
follows: THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT TO THE VAN KAMPEN XXXXXXXX
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(OR ITS STATUTORY SUCCESSOR), OR ITS PRINCIPAL UNDERWRITER
UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT OF 1933 OR (II) IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE FUND, SUCH
REGISTRATION IS NOT REQUIRED. and, further, that stop transfer
instructions will be issued to the Acquiring Fund's transfer
agent with respect to such shares. The Target Fund will
provide the Acquiring Fund on the Closing Date with the name
of any shareholder of the Target Fund who is to the knowledge
of the Target Fund an affiliate of the Target Fund on such
date.
(b) All covenants, agreements, representations and warranties made
under this Agreement and any certificates delivered pursuant
to this Agreement shall be deemed to have been material and
relied upon by each of the parties, notwithstanding any
investigation made by them or on their behalf.
(c) All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally or
sent by registered mail or certified mail, postage prepaid.
Notice to the Target Fund shall be addressed to the Target
Fund c/o Van Kampen Investment Asset Management, 1221 Avenue
of the Americas, New York, New York 10020, Attention: General
Counsel, or at such other address as the Target Fund may
designate by written notice to the Acquiring Fund. Notice to
the Acquiring Fund shall be addressed to the Acquiring Fund
c/o Van Kampen Investment Asset Management, , 1221 Avenue of
the Americas 60181, Attention: General Counsel, or at such
other address and to the attention of such other person as the
Acquiring Fund may designate by written notice to the Target
Fund. Any notice shall be deemed to have been served or given
as of the date such notice is delivered personally or mailed.
(d) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the
Reorganization, constitutes the only understanding with
respect to the Reorganization, may not be changed except by a
letter of agreement signed by each party and shall be governed
by and construed in accordance with the laws of the State of
Illinois applicable to agreements made and to be performed in
said state.
(e) It is expressly agreed that the obligations of the Funds
hereunder shall not be binding upon any of their respective
trustees, shareholders, nominees, officers, agents, or
employees personally, but shall bind only the trust property
of the respective Fund as provided in such Fund's Declaration
of Trust. The execution and delivery of this Agreement has
been authorized by the trustees of each Fund and signed by
authorized officers of each Fund, acting as such, and neither
such authorization by such trustees, nor such execution and
delivery by such officers shall be deemed to have been made by
any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of
each Fund as provided in such Funds' Declaration of Trust.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original but all
such counterparts together shall constitute but one instrument.
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to
be executed and delivered by their duly authorized officers as of the day and
year first written above.
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VAN KAMPEN XXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXX
-----------------------------------------
[Name]
[Title]
Attest: [Name]
[Title]
VAN KAMPEN XXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXX
-----------------------------------------
[Name]
[Title]
Attest: [Name]
[Title]
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APPENDIX B
__Federal Identification
No. 36-7017425
THE COMMONWEALTH OF MASSACHUSETTS
Office of the Massachusetts Secretary of State
Michael J. Connolly, Secretary
One Ashburton Place, Boston, Mass. 02108
CERTIFICATE OF VOTE OF TRUSTEES ESTABLISHING
A CLASS OF PREFERRED SHARES
I, Weston B. Wetherell, Assistant Secretary, of Van Kampen
Merritt California Value Municipal Income Trust (the "Fund") located at One
Parkview Plaza, Oakbrook Terrace, IL 60181, do hereby certify that at a meeting
of the trustees of the Fund held on June 28, 1993, the following vote
establishing and designating a class of preferred shares of beneficial interest
and determining the relative rights and preferences thereof was duly adopted:
First: Pursuant to authority expressly vested in the Board of Trustees
of the Fund by Article VI of its Declaration of Trust (which, as amended or
restated from time to time, is, together with this Certificate of Vote, herein
called the "Declaration of Trust"), the Board of Trustees hereby authorizes the
issuance of a series of 1,200 shares of its authorized preferred shares of
beneficial interest, par value $.01 per share ("Preferred Shares"), liquidation
preference of $50,000 per share, designated, Auction Preferred Shares (the
"APS").
Second: The preferences, voting powers, qualifications, and special or
relative rights or privileges of the preferred shares of beneficial interest are
as follows:
DESIGNATION
APS: The 1,200 preferred shares of beneficial interest, $.01 par value,
liquidation preference $50,000 per shares, is hereby designated "Auction
Preferred Shares" (hereinafter, "APS"). Each share of APS shall be issued on
July 21, 1993; have an Applicable Rate for its Initial Dividend Period (which
period shall continue to and including Wednesday, July 28, 1993) equal to 2.10%
per annum; have an initial Dividend Payment Date of Thursday, July 29, 1993; and
have such other preferences, limitations and relative voting rights, in addition
to those required by applicable law or set forth in the Declaration of Trust
applicable to preferred shares of beneficial interest of the Fund, as are set
forth in Part I and Part II of this Certificate of Vote. The APS shall
constitute a separate series of Preferred Shares of beneficial
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interest of the Fund, and each share of APS shall be identical except as
provided in Section 3 of Part I of this Certificate of Vote.
No holder of APS shall have, solely by reason of being such a holder of
APS, any right to acquire, purchase or subscribe for any APS, common shares of
beneficial interest, par value $.01 per share, of the Fund or other securities
of the Fund which it may hereafter issue or sell (whether out of the number of
shares authorized by the Declaration of Trust, or out of any shares acquired by
the Fund after the issuance thereof, or otherwise).
PART I.
1. Number of Shares; Ranking. (a) No fractional APS shall be
issued.
(b) Any APS which at any time have been redeemed or
purchased by the Fund shall, after such redemption or purchase, have the status
of authorized but unissued Preferred Shares.
(c) The APS shall rank on a parity with shares of any
other series of Preferred Shares (including any other series of APS) as to the
payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Fund.
2. Dividends. (a) The Holder of any of the APS shall be
entitled to receive, when, as and if declared by the Board of Trustees, out of
funds legally available therefor, cumulative cash dividends at the Applicable
Rate per annum thereof, determined as set forth in paragraph (c) of this Section
2, and no more (except to the extent set forth in Section 12 of this Part I),
payable on the respective dates (each a "Dividend Payment Date") determined as
set forth in paragraph (b) of this Section 2. Dividends on the APS shall
accumulate at the Applicable Rate per annum from the Date of Original Issue
thereof.
(b) (i) Dividends shall be payable subject to
subparagraph (b)(ii) of this Section 2, on Thursday, July 29, 1993 and each
Thursday thereafter, provided that if the Fund, subject to the conditions set
forth in Section 4 of this Part I, designates any Subsequent Dividend Period as
a Special Dividend Period, dividends will be payable: (1) with respect to a
Special Dividend Period of less than 35 days, the day after the last day thereof
and (2) with respect to a Special Dividend Period of 35 days or more, the first
Business Day of each calendar month thereafter provided that, in any calendar
month in which an Auction Date is scheduled to occur, dividends shall be payable
on the first Business Day next succeeding such Auction Date.
After any Special Dividend Period, dividends on the APS shall be payable,
subject to subparagraph (b)(ii) of this Section 2, on each fourth succeeding
Thursday, subject to the options of the Fund to further designate from time to
time any Subsequent Dividend Period as a Special Dividend Period.
(ii) In the case of dividends that would
otherwise be payable on a Monday, Tuesday, Wednesday, Thursday or
Friday as determined by subparagraph (b)(i) of this Section 2,
including clause (1), (2) or (3) of the proviso thereto, if (i) the
Monday or Tuesday that would otherwise be the Dividend Payment Date is
not a Business Day, then dividends shall be payable on the first
Business Day that falls after such Monday or Tuesday, or (ii) the
Wednesday,
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Thursday or Friday that would otherwise be the Dividend Payment Date is
not a Business Day, then dividends shall be payable on the first
Business Day that falls prior to such Wednesday, Thursday or Friday.
(iii) The Fund shall pay to the Auction
Agent not later than 12:00 noon, New York City time, on the Business
Day next preceding each Dividend Payment Date of the APS, an aggregate
amount of funds available on the next Business Day in The City of New
York, New York, equal to the dividends to be paid to all Holders of
shares on such Dividend Payment Date.
(iv) All moneys paid to the Auction Agent
for the payment of dividends (or for the payment of any late charges
pursuant to subparagraph (c)(i) of this Section 2) shall be held in
trust for the payment of such dividends (and any such late charge) by
the Auction Agent for the benefit of the Holders specified in
subparagraph (b)(v) of this Section 2. Any moneys paid to the Auction
Agent in accordance with the foregoing but not applied by the Auction
Agent to the payment of dividends (and any late charge) will, to the
extent permitted by law, be repaid to the Fund at the end of 90 days
from the date on which such moneys were so to have been applied.
(v) Each dividend on the APS shall be paid
on the Dividend Payment Date therefor to the Holders as their names
appear on the share books of the Fund on the Business Day next
preceding such Dividend Payment Date. Dividends in arrears for any past
Dividend Period may be declared and paid at any time, without reference
to any regular Dividend Payment Date, to the Holders as their names
appear on the share books of the Fund on such date, not exceeding 15
days preceding the payment date thereof, as may be fixed by the Board
of Trustees.
(c) (i) The dividend rate on the APS during the
period from and after the Date of Original Issue thereof to and including the
last day of the Initial Dividend Period therefor shall be equal to the rate per
annum set forth with respect to such APS under "Designation," above. For each
Subsequent Dividend Period of any of the APS outstanding thereafter, the
dividend rate shall be equal to the rate per annum that results from an Auction
for such APS on the Auction Date next preceding such Subsequent Dividend Period;
provided, however, that if an Auction for any Subsequent Dividend Period of the
APS is not held for any reason or if a Failure to Deposit occurs with respect to
the Initial Dividend Period or any Subsequent Dividend Period and such failure
has not been cured as set forth below prior to any succeeding Subsequent
Dividend Period thereof, then, subject to the next succeeding provision, the
dividend rate on the APS for the Initial Dividend Period or any such Subsequent
Dividend Period shall be the Maximum Rate (as defined herein) on the Auction
Date for such Subsequent Dividend Period; provided, further, however, that if
any Failure to Deposit shall have occurred with respect to the APS during any
Rate Period thereof, and prior to 12:00 noon, New York City time, on the third
Business Day next succeeding the date on which such Failure to Deposit occurred,
such Failure to Deposit shall not have been cured in accordance with the next
succeeding sentence or the Fund shall not have paid to the Auction Agent a late
charge equal to the sum of (1) if such Failure to Deposit consisted of the
failure timely to pay to the Auction
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Agent the full amount of dividends with respect to any Dividend Period on the
APS, an amount computed by multiplying (x) 200% of the Reference Rate (or
Treasury Rate, if applicable) for the Rate Period during which such Failure to
Deposit occurs on the Dividend Payment Date for such Dividend Period by (y) a
fraction, the numerator of which shall be the number of days for which such
Failure to Deposit has not been cured in accordance with the next succeeding
sentence (including the day such Failure to Deposit occurs and excluding the day
such Failure to Deposit is cured) and the denominator of which shall be 365, and
applying the rate obtained against the aggregate liquidation preference of the
outstanding APS and (2) if such Failure to Deposit consisted of the failure
timely to pay to the Auction Agent the Redemption Price of the APS, if any, for
which Notice of Redemption has been given by the Fund pursuant to paragraph (b)
of Section 3 of this Part I, an amount computed by multiplying (x) 200% of the
Reference Rate (or Treasury Rate, if applicable) for the Rate Period during
which such Failure to Deposit occurs on the redemption date by (y) a fraction,
the numerator of which shall be the number of days for which such failure is not
cured in accordance with the next succeeding sentence (including the day such
Failure to Deposit occurs and excluding the day such Failure to Deposit is
cured) and the denominator of which shall be 365, and applying the rate obtained
against the aggregate liquidation preference of the Outstanding APS to be
redeemed, and such failure shall not have been cured as described herein,
Auctions will be suspended until such failure is so cured and the dividend rate
for the APS for each Subsequent Dividend Period thereof commencing after such
failure to and including the Subsequent Dividend Period, if any, during which
such Failure to Deposit is so cured shall be a rate per annum equal to the
Maximum Rate on the Auction Date for such Subsequent Dividend Period (but with
the prevailing rating for such shares, for purposes of determining such Maximum
Rate, being deemed to be "Below "ba3"/BB-") (the rate per annum at which
dividends are payable on the APS for any Rate Period being herein referred to as
the "Applicable Rate"). A Failure to Deposit with respect to the APS shall have
been cured (if such Failure to Deposit is not solely due to the willful failure
of the Fund to make the required payment to the Auction Agent) with respect to
any Rate Period if, not later than 12:00 noon, New York City time, on the fourth
Business Day preceding the Auction Date for the Rate Period subsequent to such
Rate Period the Fund shall have paid to the Auction Agent (A) all accumulated
and unpaid dividends on the APS and (B) without duplication, the Redemption
Price for the APS, if any, for which Notice of Redemption has been given by the
Fund pursuant to paragraph (b) of Section 3 of this Part I.
(ii) The amount of dividends per share
payable on the APS on any date on which dividends shall be payable on
shares shall be computed by multiplying the respective Applicable Rate
in effect for such Dividend Period or Dividend Periods or part thereof
for which dividends have not been paid by a fraction, the numerator of
which shall be the number of days in such Dividend Period or Dividend
Periods or part thereof and the denominator of which shall be 365 if
such Dividend Period is a Rate Period, or is contained in a Rate
Period, of less than one year and 360 for all other Dividend Periods,
and applying the rate obtained against $50,000.
(d) Any dividend payment made on the APS shall first
be credited against the earliest accumulated but unpaid dividends due with
respect to such APS.
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(e) Except as set forth in the next sentence, no
dividends shall be declared or paid or set apart for payment on the shares of
any class or series of shares ranking, as to the payment of dividends, on a
parity with the APS for any period unless full cumulative dividends have been or
contemporaneously are declared and paid on the APS through the most recent
Dividend Payment Date. When dividends are not paid in full upon the APS through
their most recent respective Dividend Payment Dates or upon the shares for any
other class or series of shares ranking on a parity as to the payment of
dividends with the APS through their most recent respective dividend payment
dates, all dividends declared upon the APS and any other such class or series of
shares ranking on a parity as to the payment of dividends with the APS shall be
declared pro rata so that the amount of dividends declared per share on the APS
and such other class or series of shares shall in all cases bear to each other
the same ratio that accumulated dividends per share on the APS and such other
class or series of shares bear to each other (for purposes of this sentence, the
amount of dividends declared per share shall be based on the Applicable Rate for
such shares for the Dividend Periods during which dividends were not paid in
full). Holders of the APS shall not be entitled to any dividend, whether payable
in cash, property or shares, in excess of full cumulative dividends, as herein
provided, on the APS. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the APS which may be
in arrears, and, except to the extent set forth in subsection (c)(i) of this
Section 2, no additional sum of money shall be payable in respect of any such
arrearage.
(f) Dividends on the APS shall be designated as
exempt-interest dividends up to the amount of tax-exempt income of the Fund, to
the extent permitted by, and for purposes of, Section 852 of the Internal
Revenue Code of 1986, as amended from time to time.
(g) The Board of Trustees shall not declare any
dividend (except a dividend payable in Common Shares), or declare any other
distribution, upon the Common Shares, or purchase Common Shares, unless in every
such case the APS have, at the time of any such declaration or purchase, an
asset coverage (as defined in and determined pursuant to the 1940 Act) of at
least 200% (or such other asset coverage as may in the future be specified in or
under the 1940 Act as the minimum asset coverage for senior securities which are
stock of a closed-end investment company as a condition of declaring dividends
on its common stock) after deducting the amount of such dividend, distribution
or purchase price, as the case may be.
3. Redemption. (a) (i) After the Initial Dividend Period with
respect to the APS and upon giving a Notice of Redemption, as provided below,
the Fund at its option may redeem the APS, in whole or in part, on the second
Business Day next preceding any Dividend Payment Date applicable to those APS
called for redemption, out of funds legally available therefor, at the Optional
Redemption Price; provided that during a Special Dividend Period of 365 days or
more no APS will be subject to optional redemption during any Non-Call Period;
provided, that the APS may not be redeemed in part if after such partial
redemption fewer than 250 shares remain outstanding.
(ii) If fewer than all of the outstanding
APS are to be redeemed pursuant to subparagraph (a)(i) of this Section
3, the number of APS to be redeemed shall be determined by the Board of
Trustees, and such APS shall be
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redeemed pro rata from the Holders in proportion to the number of such
APS held by such Holders.
(iii) No APS shall be redeemed pursuant to
subparagraphs (a)(i) or (a)(ii) of this Section 3 unless, on the date
on which the Fund intends to give notice of such redemption pursuant to
paragraph (b) of this Section 3, (a) the Fund has available Deposit
Securities with maturity or tender dates not later than the day
preceding the applicable redemption date and having a value not less
than the amount (including the applicable premium, if any) due to
Holders of the APS by reason of the redemption of such shares on such
redemption date and (b) a Discounted Value of Moody's Eligible Assets
(if Moody's is then rating the APS) and S&P Eligible Assets (if S&P is
then rating the APS) each at least equal the APS Basic Maintenance
Amount immediately subsequent to such redemption, if such redemption
were to occur on such date, and on the date of redemption.
(iv) Subject to Section 3(g), the Fund shall
redeem at the Mandatory Redemption Price certain of the APS if the Fund
fails to maintain a Discounted Value of Moody's Eligible Assets or S&P
Eligible Assets in an amount greater than or equal to the APS Basic
Maintenance Amount or fails to maintain 1940 Act APS Asset Coverage in
accordance with the requirements of the rating agency or agencies when
rating the APS and such failure is not cured on or before the APS Basic
Maintenance Cure Date or the 1940 Act Cure Date, as the case may be.
The number of APS to be redeemed shall be equal to the lesser of (i)
the minimum number of APS the redemption of which, if deemed to have
occurred immediately prior to the opening of business on the Cure Date,
together with all other Preferred Shares subject to redemption or
retirement, would result in the satisfaction of the APS Basic
Maintenance Amount or the 1940 Act APS Asset Coverage, as the case may
be, on such Cure Date (provided that, if there is no such minimum
number of APS and other Preferred Shares the redemption of which would
have such result, all the APS and preferred then outstanding shall be
redeemed), and (ii) the maximum number of APS, together with all other
Preferred Shares subject to redemption or retirement, that can be
redeemed out of funds expected to be legally available therefor. In
determining the APS required to be redeemed in accordance with the
foregoing, the Fund shall allocate the number required to be redeemed
to satisfy the APS Basic Maintenance Amount or the 1940 Act APS Asset
Coverage, as the case may be, pro rata among the APS and other
Preferred Shares subject to redemption provisions similar to those
contained in this subparagraph (a)(iv) of this Section 3. The Fund
shall effect such redemption not earlier than 20 days and not later
than 40 days after such Cure Date, except that if the Fund does not
have funds legally available for the redemption of all of the required
number of APS and other Preferred Shares which are subject to
redemption provisions similar to those contained in this subparagraph
(a)(iv) of this Section 3 or the Fund otherwise is unable to effect
such redemption on or prior to 40 days after such Cure Date, the Fund
shall redeem those APS and other Preferred Shares which it was unable
to redeem on the earliest practicable date on which it is able to
effect such redemption. If fewer
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than all of the outstanding APS are to be redeemed pursuant to this
Section 3(a)(iv), the number of APS to be redeemed shall be redeemed
pro rata from the Holders of such APS in proportion to the number of
shares held by such Holders.
(b) The Fund is required to give 30 days Notice of
Redemption. In the event the Fund obtains appropriate exemptive or no-action
relief from the Securities and Exchange Commission, the number of days' notice
required for a mandatory redemption may be reduced by the Board of Trustees of
the Fund to as few as two Business Days if Moody's and S&P each has agreed in
writing that the revised notice provision would not adversely affect its
then-current ratings of the APS. The Auction Agent will use its reasonable
efforts to provide telephonic notice to each holder of APS called for redemption
not later than the close of business on the Business Day on which the Auction
Agent determines the shares to be redeemed (as described above) (or, during the
occurrence of a Failure to Deposit with respect to such shares, not later than
the close of business on the Business Day immediately following the day on which
the Auction Agent receives Notice of Redemption from the Fund). Such telephonic
notice will be confirmed promptly in writing not later than the close of
business on the third Business Day preceding the redemption date by notice sent
by the Auction Agent to each holder of record of the APS called for redemption,
the Broker-Dealers and the Securities Depository. Every Notice of Redemption and
other redemption notice with respect to APS will state: (1) the redemption date,
(2) the number of APS to be redeemed, (3) the redemption price, (4) that
dividends on the APS to be redeemed will cease to accumulate as of such
redemption date and (5) the provision of the APS Provisions pursuant to which
such shares are being redeemed. No defect in the Notice of Redemption or other
redemption notice or in the transmittal or the mailing thereof will affect the
validity of the redemption proceedings, except as required by applicable law. If
fewer than all of the APS held by any Holder are to be redeemed, the Notice of
Redemption mailed to such Holder shall also specify the number of APS to be
redeemed from such Holder.
(c) Notwithstanding the provisions of paragraph (a)
of this Section 3, if any dividends on the APS are in arrears, none of the APS
shall be redeemed unless all outstanding shares of the APS are simultaneously
redeemed, and the Fund shall not purchase or otherwise acquire any such APS;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of all outstanding APS pursuant to the successful completion of an
otherwise lawful purchase or exchange offer made on the same terms to, and
accepted by, Holders of all outstanding APS.
(d) Upon the deposit of funds sufficient to redeem
the APS with the Auction Agent and the giving of Notice of Redemption under
Paragraph (b) of this Section 3, dividends on such shares shall cease to
accumulate and such shares shall no longer be deemed to be outstanding for any
purpose, and all rights of the Holders of the shares so called for redemption
shall cease and terminate, except the right of such Holders to receive the
Optional Redemption Price or Mandatory Redemption Price, as the case may be, but
without any interest or other additional amount, except as provided in Section
2(c)(i) and in Section 12. Upon surrender in accordance with the Notice of
Redemption of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Trustees shall so require and the Notice
of Redemption shall so state), the Optional Redemption Price or Mandatory
Redemption Price, as the case may be, shall be paid by the Auction Agent to the
Holders of the APS subject to redemption. In the case that fewer than all of the
shares represented by any such
B-7
certificate are redeemed, a new certificate shall be issued, representing the
unredeemed shares, without cost to the Holder thereof. The Fund shall be
entitled to receive from the Auction Agent, promptly after the date fixed for
redemption, any cash deposited with the Auction Agent in excess of (i) the
aggregate Optional Redemption Price of the APS called for redemption on such
date and (ii) all other amounts to which Holders of the APS called for
redemption may be entitled. Any funds so deposited that are unclaimed at the end
of 90 days from such redemption date shall, to the extent permitted by law, be
repaid to the Fund, after which time the Holders of the APS so called for
redemption may look only to the Fund for payment of the Optional Redemption
Price or Mandatory Redemption Price, as the case may be, and all other amounts
to which they may be entitled. The Fund shall be entitled to receive, from time
to time after the date fixed for redemption, any interest on the funds so
deposited.
(e) To the extent that any redemption for which
Notice of Redemption has been given is not made by reason of the absence of
legally available funds therefor, such redemption shall be made as soon as
practicable to the extent such funds become available. Failure to redeem the APS
shall be deemed to exist at any time after the date specified for redemption in
a Notice of Redemption when the Fund shall have failed, for any reason
whatsoever, to deposit in trust with the Auction Agent the Redemption Price with
respect to any shares for which such Notice of Redemption has been given.
Notwithstanding the fact that the Fund may not have redeemed the APS for which a
Notice of Redemption has been given, dividends may be declared and paid on the
APS and shall include those APS for which a Notice of Redemption has been given.
(f) All moneys paid to the Auction Agent for payment
of the Optional Redemption Price or Mandatory Redemption Price, as the case may
be, of the APS called for redemption shall be held in trust by the Auction Agent
for the benefit of Holders of shares so to be redeemed.
(g) In effecting any redemption pursuant to this
Section 3, the Fund shall use its best efforts to comply with all applicable
procedural conditions precedent to effecting such redemption under the 1940 Act
and Massachusetts law, but shall effect no redemption except to the extent
permitted by the 1940 Act and Massachusetts law.
(h) In the case of any redemption pursuant to this
Section 3, only whole APS shall be redeemed, and in the event that any provision
of the Declaration of Trust would require redemption of a fractional share, the
Auction Agent shall be authorized to round up so that only whole shares are
redeemed.
4. Designation of Special Dividend Periods. (a) The Fund, at
its option, may designate any succeeding Subsequent Dividend Period of the APS
as a Special Rate Period; provided, however, that such designation shall be
effective only if (A) notice thereof shall have been given in accordance with
paragraph (b) and clause (i) of paragraph (c) of this Section 4, (B) any Failure
to Deposit that shall have occurred with respect to the APS during any Dividend
Period shall have been cured in accordance with the provisions of the third
sentence of paragraph (c)(i) of Section 2 of this Part I, (C) Sufficient
Clearing Bids (as defined in Section 1 of Part II hereof) for such APS shall
have existed in an Auction held on the Auction Date immediately preceding the
first day of such proposed Special Dividend Period, (D) if any Notice of
B-8
Redemption shall have been mailed by the Fund pursuant to paragraph (b) of
Section 3 of this Part I with respect to any of the APS, the Redemption Price
with respect to such shares shall have been deposited with the Auction Agent and
(E) in the event the Fund wishes to designate any succeeding Subsequent Dividend
Period for such APS as a Special Dividend Period consisting of more than 28 Rate
Period Days, the Fund has provided notice and an APS Basic Maintenance Report
that states that the Discounted Value of S&P Eligible Assets or Moody's Eligible
Assets, as the case may be is greater than or equal to the APS Basic Maintenance
Amount to S&P (if S&P is then rating the APS) and Moody's (if Moody's is then
rating the APS).
(b) If the Fund proposes to designate any succeeding
Subsequent Dividend Period of the APS as a Special Dividend Period of more than
28 Rate Period Days pursuant to paragraph (a) of this Section 4, not less than
20 nor more than 30 days prior to the date the Fund proposes to designate as the
first day of such Special Dividend Period (which shall be such day that would
otherwise be the first day of a Minimum Dividend Period), notice shall be (i)
published or caused to be published by the Fund in a newspaper of general
circulation to the financial community in The City of New York, New York, which
carries financial news, and (ii) communicated by the Fund by telephonic or other
means to the Auction Agent and confirmed in writing promptly thereafter. Each
such notice shall state (A) that the Fund may exercise its option to designate a
succeeding Subsequent Dividend Period of such APS as a Special Dividend Period,
specifying the first day thereof and (B) that the Fund will by 11:00 a.m., New
York City time, on the second Business Day next preceding such date notify the
Auction Agent of either (x) its determination, subject to certain conditions, to
exercise such option, in which case the Fund shall specify the Special Dividend
Period designated and the terms of the Specific Redemption Provisions, if any,
or (y) its determination not to exercise such option.
(c) No later than 11:00 a.m., New York City time, on
the second Business Day next preceding the first day of any proposed Special
Dividend Period the Fund shall delivery to the Auction Agent either:
(i) a notice stating (A) that the Fund has
determined to designate the next succeeding Dividend Period as a
Special Dividend Period, specifying the same and the first day thereof,
(B) the Auction Date immediately prior to the first day of such Special
Dividend Period, (C) the terms of the Specific Redemption Provisions,
if any, (D) that such Special Dividend Period shall not commence if (1)
on such Auction Date Sufficient Clearing Bids shall not exist (in which
case the succeeding Rate Period shall be a Minimum Dividend Period) or
(2) a Failure to Deposit shall have occurred prior to the first day of
such Special Dividend Period and (E) the scheduled Dividend Payment
Dates for such APS during such Special Dividend Period; provided that,
if such Special Dividend Period consists of more than 28 Rate Period
Days, such notice will be accompanied by an APS Basic Maintenance
Report showing that, as of the third Business Day next preceding such
proposed Special Dividend Period, (1) a Discounted Value of Moody's
Eligible Assets, assuming for the purposes of calculating Moody's
Eligible Assets, in connection with an APS Basic Maintenance Report
required to be prepared pursuant to this Section 4(c)(i), a Moody's
Exposure Period of "eight weeks or less but greater than seven weeks"
B-9
(if Moody's is then rating such APS) and (2) a Discounted Value of S&P
Eligible Assets (if S&P is then rating such APS) each at least equal
the APS Basic Maintenance Amount as of such Business Day (assuming for
purposes of the foregoing calculation that the Maximum Rate is the
Maximum Rate on such Business Day as if such Business Day were the
Auction Date for the proposed Special Dividend Period); or
(ii) a notice stating that the Fund has
determined not to exercise its option to designate a Special Dividend
Period for such APS and that the next succeeding Dividend Period of
such APS shall be a Minimum Dividend Period.
If the Fund fails to deliver either such notice with respect to any designation
of any proposed Special Dividend Period to the Auction Agent by 11:00 a.m., New
York City time, on the second Business Day next preceding the first day of such
proposed Special Dividend Period, the Fund shall be deemed to have delivered a
notice to the Auction Agent with respect to such Special Dividend Period of the
effect such forth in clause (ii) of the preceding sentence.
5. Voting Rights. (a) Except as otherwise provided in the
Declaration of Trust or as otherwise required by law, (i) each holder of APS
shall be entitled to one vote for each of the APS held on each matter submitted
to a vote of shareholders of the Fund, and (ii) the holders of outstanding
Preferred Shares, including APS, and of Common Shares shall vote together as a
single class; provided that, at a meeting of the shareholders of the Fund held
for the election of the trustees, the holders of outstanding Preferred Shares,
including APS, represented in person or by proxy at said meeting, shall elect
two trustees of the Fund, each Preferred Share, including each of the APS,
entitling the holder thereof to one vote. Subject to paragraph (b) of this
Section 5, the holders of outstanding Common Shares shall elect the balance of
the trustees.
(b) During any period in which any one or more of the
conditions described below shall exist (such period being referred to herein as
a "Voting Period"), the number of trustees constituting the Board of Trustees
shall be automatically increased by the smallest number that, when added to the
two trustees elected exclusively by the holders of Preferred Shares, including
APS, would constitute a majority of the Board of Trustees as so increased by
such smallest number, and the holders of Preferred Shares, including APS, shall
be entitled, voting as a class on a one-vote-per-share basis (to the exclusion
of the holders of all other securities and class of capital shares of the Fund),
to elect such smallest number of additional trustees, together with the two
trustees that such holders are in any event entitled to elect. A Voting Period
shall commence:
(i) if at the close of business on any
Dividend Payment Date accumulated dividends (whether or not earned or
declared) on Preferred Shares, including any outstanding APS, equal to
at least two full years' dividends shall be due and unpaid and
sufficient cash or specified securities shall not have been deposited
with the Auction Agent for the payment of such accumulated dividends;
or
(ii) if at any time holders of any other
Preferred Shares are entitled under the 1940 Act to elect a majority of
the trustees of the Fund.
B-10
Such Voting Period shall terminate if (i) the Fund thereafter shall pay, or
declare a dividend and deposit cash or securities with the Auction Agent, equal
to accumulated dividends payable on outstanding Preferred Shares; or (ii) such
voting right to the holders of any other Preferred Shares to elect a majority of
the trustees of the Fund shall cease. Upon the termination of a Voting Period,
the voting rights described in this paragraph (b) of Section 5 shall cease,
subject always, however, to the revesting of such voting rights in the Holders
upon the further occurrence of any of the events described in this paragraph (b)
of Section 5.
(c) (i) As soon as practicable after the accrual of
any right of the holders of Preferred Shares to elect additional trustees as
described in paragraph (b) of this Section 5, the Fund shall notify the Auction
Agent and the Auction Agent shall call a special meeting of such holders, by
mailing a notice of such special meeting to such holders, such meeting to be
held not less than 10 nor more than 20 days after the date of mailing of such
notice. If the Fund fails to send such notice to the Auction Agent or if the
Auction Agent does not call such a special meeting, it may be called by any such
holder on like notice. The record date for determining the holders entitled to
notice of and to vote at such special meeting shall be the close of business on
the fifth Business Day preceding the day on which such notice if mailed. At any
such special meeting and at each meeting of holders of Preferred Shares held
during a Voting Period at which trustees are to be elected, such holders, voting
together as a class (to the exclusion of the holders of all other securities and
classes of capital shares of the Fund), shall be entitled to elect the number of
trustees prescribed in paragraph (b) of this Section 5 on a one-vote-per-share
basis.
(ii) For purposes of determining any rights
of the Holders to vote on any matter, whether such right is created by
this Certificate of Vote, by the other provisions of the Declaration of
Trust, by statute or otherwise, no Holder shall be entitled to vote and
no APS shall be deemed to be "outstanding" for the purpose of voting or
determining the number of shares required to constitute a quorum if,
prior to or concurrently with the time of determination of shares
entitled to vote or shares deemed outstanding for quorum purposes, as
the case may be, the Redemption Price for the redemption of such shares
has been deposited in trust with the Auction Agent for that purpose and
the requisite Notice of Redemption with respect to such shares shall
have been given as provided in Section 3 of this Part I. None of the
APS held by the Fund or any affiliate of the Fund shall have any voting
rights or be deemed to be outstanding for voting or other purposes.
(iii) The terms of office of all persons who
are Trustees of the Fund at the time of a special meeting of Holders
and holders of other Preferred Shares to elect trustees shall continue,
notwithstanding the election at such meeting by the Holders and such
other holders of the number of directors that they are entitled to
elect, and the persons so elected by the Holders and such other
holders, together with the two incumbent trustees elected by the
Holders and such other holders of Preferred Shares and the remaining
incumbent trustees elected by the holders of the Common Shares, shall
constitute the duly elected trustees of the Fund.
B-11
(iv) Simultaneously with the termination of
a Voting Period, the terms of office of the additional trustees elected
by the Holders and holders of other Preferred Shares pursuant to
paragraph (b) of this Section 5 shall terminate, the remaining trustees
shall constitute the trustees of the Fund and the voting rights of the
Holders and such other holders to elect additional trustees pursuant to
paragraph (b) of this Section 5 shall cease, subject to the provisions
of the last sentence of paragraph (b) of this Section 5.
(d) (i) So long as any of the APS are Outstanding,
the Fund shall not, without the affirmative vote of the Holders of the
Outstanding APS determined with reference to a "majority of outstanding voting
securities" as that term is defined in Section 2(a)(42) of the 1940 Act (voting
separately as one class): (a) authorize, create or issue any class or series of
shares of beneficial interest ranking prior to or on a parity with the APS with
respect to the payment of dividends or the distribution of assets upon
dissolution, liquidation or winding up of the affairs of the Fund, or increase
the authorized amount of APS (except that, notwithstanding the foregoing, but
subject to the provisions of Section 13, the Board of Trustees, without the vote
or consent of the Holders of APS, may from time to time authorize and create,
and the Fund may from time to time issue, classes or series of Preferred Shares,
including APS, ranking on a parity with the APS with respect to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up of the affairs of the Fund, subject to continuing compliance by the
Fund with 1940 Act APS Asset Coverage and APS Basic Maintenance Amount
requirements, provided that the Fund obtains written confirmation from Moody's
(if Moody's is then rating APS) and S&P (if S&P is then rating APS) that the
issuance of such class or series would not impair the rating then assigned by
such rating agency to the APS), (b) amend, alter or repeal the provisions of the
Declaration of Trust, including this Certificate of Vote, whether by merger,
consolidation or otherwise, so as to affect any preferences, right or power of
such APS or the Holders thereof; provided that (i) none of the actions permitted
by the exception to (a) above will be deemed to affect such preferences, rights
or powers and (ii) the authorization, creation and issuance of classes or series
of shares ranking junior to the APS with respect to the payment of dividends and
the distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Fund, will be deemed to affect such preferences, rights or powers
only if Moody's or S&P is then rating the APS and such issuance would, at the
time thereof, cause the Fund not to satisfy the 1940 Act APS Asset Coverage or
the APS Basic Maintenance Amount, or (c) file a voluntary application for relief
under Federal bankruptcy law or any similar application under state law for so
long as the Fund is solvent and does not foresee becoming insolvent.
(ii) The Board of Trustees, without the vote
or consent of the Holders of APS, may from time to time amend, alter or
repeal any or all of the definitions of the terms listed below, and any
such amendment, alteration or repeal will not be deemed to affect the
preferences, rights or powers of the APS or the Holders thereof,
provided the Board of Trustee receives written confirmation from
Moody's (such confirmation being required to be obtained only in the
event Moody's is rating the APS and in no event being required to be
obtained in the case of the definitions of Deposit Securities,
Discounted Value and Receivables for California Municipal Securities
Sold as such terms apply to S&P Eligible Assets, Dividend Coverage
Amount, Dividend Coverage Assets, Minimum
B-12
Liquidity Level, S&P Discount Factor, S&P Eligible Assets, S&P Exposure
Period and Valuation Date as such term applies to the definitions of
Dividend Coverage Amount, Dividend Coverage Assets and Minimum
Liquidity Level) and S&P (such confirmation being required to be
obtained only in the event S&P is rating the APS and in no event being
required to be obtained in the case of the definitions of Discounted
Value and Receivables for California Municipal Securities Sold as such
terms apply to Moody's Eligible Assets, Moody's Discount Factor,
Moody's Eligible Asset and Moody's Exposure Period) that any such
amendment, alteration or repeal would not impair the ratings then
assigned by Moody's or S&P, as the case may be, to the APS (provided
that, with respect to the Maximum Rate, such amendment or alteration
shall not, in any event, cause the Maximum Rate to fall below the
Maximum Rate that would have resulted absent such amendment or
alteration):
APS Basic
Maintenance Amount
APS Basic
Maintenance Cure Date
APS Basic
Maintenance Report
Deposit Securities
Discounted Value
Dividend Coverage Amount
Dividend Coverage Assets
Market Value
Maximum Potential
Additional Dividends
Liability
Maximum Rate
Minimum Liquidity Level
Moody's Discount Factor
Moody's Eligible Asset
Moody's Exposure Period
1940 Act Cure Date
1940 Act APS
Asset Coverage
Quarterly Valuation Date
Receivables for California
Municipal Securities Sold
S&P Discount Factor
S&P Eligible Asset
S&P Exposure Period
Valuation Date
(e) Unless otherwise required by law, the Holders of
the APS shall not have any relative rights or preferences or other special
rights other than those specifically set
B-13
forth herein. The Holders of the APS shall have no preemptive rights or rights
to cumulative voting. In the event that the Fund fails to pay any dividends on
the APS, the exclusive remedy of the Holders shall be the right to vote for
trustees pursuant to the provisions of this Section 5.
(f) Unless a higher percentage is provided for in the
Declaration of Trust, the affirmative vote of the Holders of a majority of the
outstanding APS, voting as a separate class, shall be required to approve any
plan of reorganization (as such term is used in the 1940 Act) adversely
affecting such shares or any action requiring a vote of security holders of the
Fund under Section 13(a) of the 1940 Act. In the event a vote of Holders of APS
is required pursuant to the provisions of Section 13(a) of the 1940 Act, the
Fund shall, not later than ten Business Days prior to the date on which such
vote is to be taken, notify Moody's (if Moody's is then rating the APS) and S&P
(if S&P is then rating the APS) that such vote is to be taken and the nature of
the action with respect to which such vote is to be taken. In addition, the Fund
shall notify Moody's (if Moody's is then rating the APS) and S&P (if S&P is then
rating the APS) of the results of any vote described in the proceeding sentence.
6. Liquidation Rights. (a) Upon the dissolution, liquidation
or winding up of the affairs of the Fund, whether voluntary or involuntary, the
Holders of the APS then outstanding shall be entitled to receive and to be paid
out of the assets of the Fund available for distribution to its shareholders,
before any payment or distribution shall be made on the Common Shares or on any
other class of shares of the Fund ranking junior to the APS upon dissolution,
liquidation or winding up, an amount equal to the liquidation preference with
respect to such shares. The liquidation preference for the APS shall be $50,000
per share, plus an amount equal to all dividends thereon (whether or not earned
or declared) accumulated but unpaid to the date of final distribution in
same-day funds, together with any payments required to be made pursuant to
Section 12 in connection with the liquidation of the Fund.
(b) Neither the sale of all or substantially all the
property or business of the Fund, nor the merger or consolidation of the Fund
into or with any other corporation nor the merger or consolidation of any other
corporation into or with the Fund shall be a dissolution, liquidation or winding
up, whether voluntary or involuntary, for the purposes of this Section 6.
(c) After the payment to the Holders of the APS of
the full preferential amounts provided for in this Section 6, the Holders of the
APS as such shall have no right or claim to any of the remaining assets of the
Fund.
(d) In the event the assets of the Fund available for
distribution to the Holders of the APS upon any dissolution, liquidation or
winding up of the affairs of the Fund, whether voluntary or involuntary, shall
be insufficient to pay in full all amounts to which such Holders are entitled
pursuant to paragraph (a) of this Section 6, no such distribution shall be made
on account of any shares of any other class or series of Preferred Shares
ranking on a parity with the APS with respect to the distribution of assets upon
such dissolution, liquidation or winding up unless proportionate distributive
amounts shall be paid on account of the APS, ratably, in proportion to the full
distributable amounts for which holders of all such parity shares are
respectively entitled upon such dissolution, liquidation or winding up.
B-14
(e) Subject to the rights of the holders of shares of
any series or class or classes of shares ranking on a parity with the APS with
respect to the distribution of assets upon dissolution, liquidation or winding
up of the affairs of the Fund, after payment shall have been made in full to the
Holders of the APS as provided in paragraph (a) of this Section 6, but not prior
thereto, any other series or class or classes of shares ranking junior to the
APS with respect to the distribution of assets upon dissolution, liquidation or
winding up of the affairs of the Fund shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any and all assets
remaining to be paid or distributed, and the Holders of the APS shall not be
entitled to share therein.
7. Auction Agent. For so long as any of the APS is
outstanding, the Auction Agent, duly appointed by the Fund to so act, shall be
in each case a commercial bank, trust company or other financial institution
independent of the Fund and its affiliates (which, however, may engage or have
engaged in business transactions with the Fund or its affiliates) and at no time
shall the Fund or any of its affiliates act as the Auction Agent in connection
with the Auction Procedures. If the Auction Agent resigns or for any reason its
appointment is terminated during any period that any of the APS is outstanding,
the Board of Trustees shall use its best efforts promptly thereafter to appoint
another qualified commercial bank, trust company or financial institution to act
as the Auction Agent.
8. 1940 Act APS Asset Coverage. The Fund shall maintain, as of
the last Business Day of each month in which any of the APS is outstanding, the
1940 Act APS Asset Coverage.
9. APS Basic Maintenance Amount. (a) So long as APS are
Outstanding, the Fund shall maintain, on each Valuation Date, and shall verify
to its satisfaction that it is maintaining on such Valuation Date, (i) S&P
Eligible Assets having an aggregate Discounted Value equal to or greater than
the APS Basic Maintenance Amount (if S&P is then rating the APS) and (ii)
Moody's Eligible Assets having an aggregate Discounted Value equal to or greater
than the APS Basic Maintenance Amount (if Moody's is then rating the APS). In
managing the Fund's portfolio, the Adviser will not alter the composition of the
Fund's portfolio if, in the reasonable belief of the Adviser, the effect of any
such alteration would be to cause the Fund to have Eligible Assets with an
aggregate Discounted Value, as of the immediately preceding Valuation Date, less
than the APS Basic Maintenance Amount as of such Valuation Date; provided,
however, that in the event that, as of the immediately preceding Valuation Date,
the aggregate Discounted Value of the Fund's Eligible Assets exceeded the APS
Basic Maintenance Amount by five percent of less, the Adviser will not alter the
composition of the Fund's portfolio in a manner reasonably expected to reduce
the aggregate Discounted Value of the Fund's Eligible Assets unless the Fund
shall have confirmed that, after giving effect to such alteration, the aggregate
Discounted Value of the Fund's Eligible Assets would exceed the APS Basic
Maintenance Amount.
(b) On or before 5:00 p.m., New York City time, on
the third Business Day after a Valuation Date on which the Fund fails to
maintain a Discounted Value of Moody's Eligible Assets or S&P Eligible Assets in
an amount greater than or equal to the APS Basic Maintenance Amount, and on the
third Business Day after the APS Basic Maintenance Cure Date with respect to
such Valuation Date, the Fund shall complete and deliver to S&P (if S&P is
B-15
then rating the APS), Moody's (if Moody's is then rating the APS) and the
Auction Agent (if either S&P or Moody's is then rating the APS) an APS Basic
Maintenance Report as of the date of such failure or such APS Basic Maintenance
Cure Date, as the case may be, which will be deemed to have been delivered to
the Auction Agent if the Auction Agent receives a copy or telecopy, telex or
other electronic transcription thereof and on the same day the Fund mails to the
Auction Agent for delivery on the next Business Day the full APS Basic
Maintenance Report. The Fund will also deliver an APS Basic Maintenance Report
to Moody's and S&P on any Valuation Date that (i) the Discounted Value of
Moody's Eligible Assets or S&P Eligible Assets, as the case may be, is greater
than the APS Basic Maintenance Amount by 5% or less or (ii) on any date which
the Fund redeems Common Shares. The Fund will also deliver an APS Basic
Maintenance Report to S&P upon its request. A failure by the Fund to deliver an
APS Basic Maintenance Report under subparagraph (b) of this Section 9 shall be
deemed to be delivery of an APS Basic Maintenance Report indicating the
Discounted Value for all assets of the Fund is less than the APS Basic
Maintenance Amount, as of the relevant Valuation Date.
(c) Within ten Business Days after a Quarterly
Valuation Date, the Fund shall cause the Independent Accountant to confirm in
writing to S&P (if S&P is then rating the APS), Moody's (if Moody's is then
rating the APS) and the Auction Agent (if either S&P or Moody's is then rating
the APS) (i) the mathematical accuracy of the calculations reflected in the APS
Basic Maintenance Report prepared by the Fund on such date (and in any other APS
Basic Maintenance Report, randomly selected by the Independent Accountant, that
was delivered by the Fund during the quarter ending on such Quarterly Valuation
Date) and (ii) that, in such Report (and in such randomly selected Report), the
Fund determined in accordance with this Certificate of Vote whether the Fund
had, at such Quarterly Valuation Date (and at the Valuation Date addressed in
such randomly-selected Report), S&P Eligible Assets (if S&P is then rating the
APS) of an aggregate Discounted Value at least equal to the APS Basic
Maintenance Amount and Moody's Eligible Assets (if Moody's is then rating the
APS) of an aggregate Discounted Value at least equal to the APS Basic
Maintenance Amount (such confirmation being herein called the "Accountant's
Confirmation").
(d) Within ten Business Days after the date of
delivery of an APS Basic Maintenance Report in accordance with paragraph (b) of
this Section 9 relating to any Valuation Date on which the Fund failed to
maintain a Discounted Value of Moody's Eligible Assets or S&P Eligible Assets in
an amount greater than or equal to the APS Basic Maintenance Amount, and
relating to the APS Basic Maintenance Cure Date with respect to such failure to
exceed or equal the APS Basic Maintenance Amount, the Fund shall cause the
Independent Accountant to provide to S&P (if S&P is then rating the APS),
Moody's (if Moody's is then rating the APS) and the Auction Agent (if either S&P
or Moody's is then rating the APS) an Accountant's Confirmation as to such APS
Basic Maintenance Report.
(e) If any Accountant's Confirmation delivered
pursuant to subparagraph (c) or (d) of this Section 9 shows that an error was
made in the APS Basic Maintenance Report for a particular Valuation Date for
which such Accountant's Confirmation was required to be delivered, or shows that
a lower aggregate Discounted Value for the aggregate of all S&P Eligible Assets
(if S&P is then rating the APS) or Moody's Eligible Assets (if Moody's is then
rating the APS), as the case may be, of the Fund was determined by the
Independent Accountant, the calculation or determination made by such
Independent Accountant
B-16
shall be final and conclusive and shall be binding on the Fund, and the Fund
shall accordingly amend and deliver the APS Basic Maintenance Report to S&P (if
S&P is then rating the APS), Moody's (if Moody's is then rating the APS) and the
Auction Agent (if either S&P or Moody's is then rating the APS) promptly
following receipt by the Fund of such Accountant's Confirmation.
(f) On or before 5:00 p.m., New York City time, on
the first Business Day after the Date of Original Issue of the APS, the Fund
shall complete and deliver to S&P (if S&P is then rating the APS) and to Moody's
(if Moody's is then rating the APS), an APS Basic Maintenance Report as of the
close of business of such Date of Original Issue. Within five Business Days of
such Date of Original Issue, the Fund shall cause the Independent Accountant to
confirm in writing to S&P (if S&P is then rating the APS) and to Moody's (if
Moody's is then rating the APS) (i) the mathematical accuracy of the
calculations reflected in such Report and (ii) that the Discounted Value of S&P
Eligible Assets or Moody's Eligible Assets, as the case may be, reflected
thereon equals or exceeds the APS Basic Maintenance Amount reflected thereon.
10. Minimum Liquidity Level. So long as S&P is rating the APS,
the Fund shall have, as of each Valuation Date, Dividend Coverage Assets, with
respect to each then Outstanding APS, having a value not less than the Dividend
Coverage Amount with respect to such share (the "Minimum Liquidity Level"). If,
as of each Valuation Date, the Fund does not have the required Dividend Coverage
Assets, the Fund shall, as soon as practicable, adjust its portfolio in order to
meet the Minimum Liquidity Level, but only so long as S&P is rating the APS. So
long as S&P is rating the APS, the Fund shall notify S&P on any Valuation Date
which the Fund does not have the required Dividend Coverage Assets and does not
adjust its portfolio as described in the immediately preceding sentence.
11. Restrictions on Certain Distributions. For as long as any
of the APS is Outstanding, and except as set forth in Sections 2(e) and 6(d) of
this Part I, (A) the Fund shall not declare, pay or set apart for payment any
dividend or other distribution (other than a dividend or distribution paid in
shares of, or options, warrants or rights to subscribe for or purchase, Common
Shares or other shares, if any, ranking junior to the APS as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up) in respect of the Common Shares or any other shares of the Fund
ranking junior to or on a parity with the APS as to the payment of dividends or
the distribution of assets upon dissolution, liquidation or winding up, or call
for redemption, redeem, purchase or otherwise acquire for consideration any
Common Shares or any other such junior shares (except by conversion into or
exchange for shares of the Fund ranking junior to the APS as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up), or any such parity shares (except by conversion into or exchange
for shares of the Fund ranking junior to or on a parity with APS as to the
payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up), unless (i) full cumulative dividends on the APS
through its most recently ended Dividend Period shall have been paid or shall
have been declared and sufficient funds for the payment thereof deposited with
the Auction Agent and (ii) the Fund has redeemed the full number of shares of
APS required to be redeemed by any provision for mandatory redemption pertaining
thereto, and (B) if either Moody's or S&P is rating the APS, the Fund shall not
declare, pay or set apart for payment any dividend or other distribution (other
than a dividend or distribution paid in shares of, or options, warrants or
rights to subscribe for or purchase, Common Shares or other shares, if any,
ranking junior to the APS as to the payment of dividends and the distribution of
assets upon dissolution,
B-17
liquidation or winding up) in respect of Common Shares or any other shares of
the Fund ranking junior to the APS as to the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up, or call for
redemption, redeem, purchase or otherwise acquire for consideration any shares
of Common Shares or any other such junior shares (except by conversion into or
exchange for shares of the Fund ranking junior to the APS as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up), unless immediately after such transaction the Discounted Value of
Moody's Eligible Assets and S&P Eligible Assets would each at least equal the
APS Basic Maintenance Amount.
12. Additional Dividends. If the Fund retroactively allocates
any net capital gains or other income taxable for federal income tax purposes to
the APS by reason of the fact that such allocation is made as a result of (i)
the realization of net capital gains or other income taxable for federal income
tax purposes, (ii) the redemption of all or a portion of the outstanding APS or
(iii) the liquidation of the Fund (such allocation being referred to herein as a
"Retroactive Taxable Allocation"), the Fund will simultaneously, if practicable,
with such allocation but in no event later than 270 days after the end of the
Fund's taxable year in which a Retroactive Taxable Allocation is made, provide
notice thereof to the Auction Agent and to each Holder of such shares during
such taxable year at such Holder's address as the same appears or last appeared
on the share books of the Fund. Such Holders of such shares shall be entitled to
receive, when, as and if declared by the Board of Trustees, out of funds legally
available therefor, dividends in an amount equal to the aggregate Additional
Dividends with respect to all Retroactive Taxable Allocations made to such
shares during the taxable year in question, such dividends to be payable by the
Fund to the Auction Agent, for distribution to such Holders, within 30 days
after the notice described above is given to the Auction Agent.
13. Certain Other Restrictions. (a) For so long as any of the
APS is outstanding and Moody's is then rating such shares, the Fund will not,
unless it has received written confirmation from Moody's that any such action
would not impair the ratings then assigned by Moody's to the APS, engage in any
one or more of the following transactions:
(i) transactions in options on securities,
futures contracts or options on futures contracts except as necessary
to effect Closing Transactions and except that in connection with
Moody's Hedging Transactions: (A) the Fund may buy call or put option
contracts on securities; (B) the Fund may write covered call options on
securities; and (C) the Fund may write put options on securities. For
purposes of valuation of Moody's Eligible Assets: (A) if the Fund
writes a call option, the underlying asset will be valued as follows:
(1) if the option is exchange-traded and may be offset readily or if
the option expires within the Moody's Exposure Period, at the lower of
the Discounted Value of the underlying security of the option and the
exercise price of the option or (2) otherwise, it has no value; (B) if
the Fund writes a put option, the underlying asset will be valued as
follows: the lesser of (1) exercise price and (2) the Discounted Value
of the underlying security; and (C) call or put option contracts which
the Fund buys have no value. For so long as any APS are rated by
Moody's: (A) the Fund will not engage in options and futures
transactions for leveraging or speculative purposes; (B) the Fund will
not write or sell any anticipatory contracts pursuant to which the Fund
hedges the anticipated purchase of an asset prior to
B-18
completion of such purchase; (C) the Fund will not enter into an option
or futures transaction unless, after giving effect thereto, the Fund
would continue to have Moody's Eligible Assets with an aggregate
Discounted Value equal to or greater than the APS Basic Maintenance
Amount; (D) for purposes of the APS Basic Maintenance Amount, assets in
margin accounts are not Moody's Eligible Assets; (E) the Fund shall
enter into only exchange-traded futures and shall write only
exchange-traded options on exchanges approved by Moody's; (F) where
delivery may be made to the Fund with any of a class of securities, the
Fund shall assume for purposes of the APS Basic Maintenance Amount that
it takes delivery of that security which yields it the least value; (G)
the Fund will not engage in forward contracts; and (H) there shall be a
quarterly audit made of the Fund's futures and options transactions by
the Fund's independent accountants to confirm that the Fund is in
compliance with these standards;
(ii) incur any indebtedness, without prior
written approval of Moody's that such indebtedness would not adversely
affect the then current rating by Moody's of the APS except that the
Fund may, without obtaining the written confirmation described above,
incur indebtedness for the purpose of clearing securities transactions
if the Discounted Value of Moody's Eligible Assets would equal or
exceed the APS Basic Maintenance Amount after giving effect to such
indebtedness; provided, however, that any such indebtedness shall be
repaid within 60 days and will not be extended or renewed;
(iii) issue any class or series of shares
ranking prior to or on a parity with the APS with respect to the
payment of dividends or the distribution of assets upon dissolution,
liquidation or winding up of the Fund, or reissue any APS previously
purchased or redeemed by the Fund; or
(iv) engage in short sale transactions;
(b) For so long as any of the APS is Outstanding and
S&P is rating such shares, the Fund will not, unless the Fund has received
written confirmation from S&P that any such action would not impair the rating
then assigned by such rating agency to the APS, engage in any one or more of the
following transactions:
(i) transactions in any reverse repurchase
agreements;
(ii) lend portfolio securities;
(iii) borrow money, except that the Fund
may, without obtaining the written confirmation described above, borrow
money for the purposes of clearing securities transactions if the
Discounted Value of S&P Eligible Assets would equal or exceed the APS
Basic Maintenance Amount after giving effect to such borrowing;
(iv) issue any class or series of shares
ranking prior to or on a parity with the APS with respect to the
payment of dividends or the distribution of assets upon dissolution,
liquidation or winding up of the Fund, or
B-19
reissue any APS previously purchased or redeemed by the Fund, or merge
or consolidate with any corporation;
(v) engage in repurchase agreement
transactions in which the term of such repurchase obligation is longer
than 90 days, in which the underlying security is a security other than
United States treasury securities (not inclusive of zero-coupon
securities), demand deposits, certificates of deposits or bankers
acceptance and in which the counter-party or its affiliates have
unsecured debt rated A-1+ by S&P with respect to such underlying
security;
(vi) engage in short sale transactions; or
(vii) purchase or sell futures contracts or
options thereon or write uncovered put or uncovered call options on
portfolio securities except that (A) the Fund may engage in any S&P
Hedging Transactions based on the Municipal Index, provided that the
Fund shall not engage in any S&P Hedging Transaction based on the
Municipal Index (other than Closing Transactions) which would cause the
Fund at the time of such transaction to own or have sold the least of
(1) more than 1,000 outstanding futures contracts based on the
Municipal Index, (2) outstanding futures contracts based on the
Municipal Index and on the Treasury Bonds exceeding in number 25% of
the quotient of the fair market value of the Fund's total assets
divided by 100,000 or (3) outstanding futures contract based on the
Municipal Index exceeding in number 10% of the average number of daily
traded futures contracts based on the Municipal Index in the month
prior to the time of effecting such transaction as reported by The Wall
Street Journal and (B) the Fund may engage in S&P Hedging Transactions
based on Treasury Bonds, provided that the Fund shall not engage in any
S&P Hedging Transaction based on Treasury Bonds (other than Closing
Transactions) which would cause the Fund at the time of such
transaction to own or have sold the lesser of (1) outstanding futures
contracts based on Treasury Bonds and on the Municipal Index exceeding
in number 25% of the quotient of the fair market value of the Fund's
total assets divided by 100,000 or (2) outstanding futures contracts
based on Treasury Bonds exceeding in number 10% of the average number
of daily traded futures contracts based on Treasury Bonds in the month
prior to the time of effecting such transaction as reported by The Wall
Street Journal. For so long as the APS are rated by S&P, the Fund will
engage in Closing Transactions to close out any outstanding futures
contracts which the Fund owns or has sold or any outstanding option
thereon owned by the Fund in the event (A) the Fund does not have S&P
Eligible Assets with an aggregate Discounted Value equal to or greater
than the APS Basic Maintenance Amount on two consecutive Valuation
Dates and (B) the Fund is required to pay Variation Margin on the
second such Valuation Date. For so long as the APS are rated by S&P,
the Fund will engage in a Closing Transaction to close out any
outstanding futures contract or option thereon in the month prior to
the delivery month under the terms of such futures contract or option
thereon unless the Fund holds securities deliverable under such terms.
For purposes of determining S&P Eligible Assets to determine compliance
with the APS Basic Maintenance
B-20
Amount, no amounts on deposit with the Fund's custodian or broker
representing Initial Margin or Variation Margin shall constitute S&P
Eligible Assets. For so long as the APS are rated by S&P, when the Fund
writes a futures contract or option thereon, it will maintain an amount
of cash, cash equivalents or short-term, money market securities in a
segregated account with the Fund's custodian, so that the amount so
segregated plus the amount of Initial Margin and Variation Margin held
in the account of the Fund's broker equals the fair market value of the
futures contract, except that in the event the Fund writes a futures
contract or option thereon which requires delivery of an underlying
security, the Fund shall hold such underlying security.
14. Notice. All notices or communications, unless otherwise
specified in the By-Laws of the Fund or this Certificate of Vote, shall be
sufficiently given if in writing and delivered in person or mailed by
first-class mail, postage prepaid. Notice shall be deemed given on the earlier
of the date received or the date seven days after which such notice is mailed.
15. Definitions. As used in Parts I and II hereof, the
following terms shall have the following meanings (with terms defined in the
singular having comparable meanings when used in the plural and vice versa),
unless the context otherwise requires:
"'AA' Composite Commercial Paper Rate," on any date for any Rate
Period, shall mean (i) (A) in the case of any Minimum Dividend Period or any
Rate Period between 7 and 28 Rate Period Days, the interest equivalent of the
30-day rate; provided, however, in the case of any Minimum Dividend Period of 7
days or any Rate Period with 7 Rate Period Days and the "AA" Composite
Commercial Paper Rate is being used to determine the Applicable Rate when all of
the Outstanding APS are subject to Submitted Hold Orders, then the interest
equivalent of the 7-day rate, and (B) in the case of any Rate Period with more
than 28 Rate Period Days, the interest equivalent of the 180-day rate, on
commercial paper placed on behalf of issuers whose corporate bonds are rated
"AA" by S&P or the equivalent of such rating by S&P or another rating agency, as
made available on a discount basis or otherwise by the Federal Reserve Bank of
New York for the Business Day immediately preceding such date; or (ii) in the
event that the Federal Reserve Bank of New York does not make available any such
rate, then the arithmetic average of such rates, as quoted on a discount basis
or otherwise, by the Commercial Paper Dealers to the Auction Agent for the close
of business on the Business Day next preceding such date. If any Commercial
Paper Dealer does not quote a rate required to determine the "AA" Composite
Commercial Paper Rate, the "AA" Composite Commercial Paper Rate shall be
determined on the basis of the quotation or quotations furnished by the
remaining Commercial Paper Dealer or Commercial Paper Dealers and any Substitute
Commercial Paper Dealer or Substitute Commercial Paper Dealers selected by the
Fund to provide such rate or rates not being supplied by any Commercial Paper
Dealer or Commercial Paper Dealers, as the case may be, or, if the Fund does not
select any such Substitute Commercial Paper Dealer or Substitute Commercial
Paper Dealers, by the remaining Commercial Paper Dealer or Commercial Paper
Dealers. For purposes of this definition, the "interest equivalent" of a rate
stated on a discount basis (a "discount rate") for commercial paper of a given
days' maturity shall be equal to the quotient (rounded upwards to the next
higher one-thousandth (.001) of 1%) of (A) the discount rate divided by (B) the
difference between (x) 1.00 and (y) a fraction the numerator of which shall be
the product of the discount rate times the number of days in which such
commercial paper matures and the denominator of which shall be 360.
"Accountant's Confirmation" shall have the meaning set forth in
paragraph (c) of Section 9 of this Part I.
B-21
"Additional Dividends" means payment to a Holder of APS of an amount
which, when taken together with the aggregate amount of Retroactive Taxable
Allocations made to such Holder with respect to the taxable year in question,
would cause such Holder's dividends in dollars (after federal and California
income tax consequences) from the aggregate of both the Retroactive Taxable
Allocations and the Additional Dividends to be equal to the dollar amount of the
dividends which would have been received by such Holder if the amount of the
aggregate Retroactive Taxable Allocations would have been excludable from the
gross income of such Holder. State taxes imposed on the Additional Dividends,
however, may reduce the amount of after tax cash a holder would have had if
there were no Retroactive Taxable Allocations. Such Additional Dividends shall
be calculated (i) without consideration being given to the time value of money;
(ii) assuming that no Holder of APS is subject to the federal alternative
minimum tax with respect to dividends received from the Fund; and (iii) assuming
that each Retroactive Taxable Allocation would be taxable in the hands of each
Holder of APS at the maximum marginal combined regular federal and California
individual income tax rate applicable to ordinary income or net capital gains,
as applicable (taking into account the federal income tax deductibility of state
and local income tax paid or incurred),or the maximum marginal regular federal
corporate income tax rate, whichever is greater, in effect during the taxable
year in question.
"Anticipation Notes" means the following California municipal
securities: tax anticipation notes, revenue anticipation notes and tax and
revenue anticipation notes.
"Applicable Rate" shall have the meaning specified in subparagraph
(c)(i) of Section 2 of this Part I.
"APS Basic Maintenance Amount," as of any Valuation Date, shall mean
the dollar amount equal to the sum of (i) (A) the product of the number of APS
outstanding on such date multiplied by $50,000; (B) the aggregate amount of
dividends that will have accumulated at the Applicable Rate (whether or not
earned or declared) to (but not including) the first respective Dividend Payment
Dates for each of the APS outstanding that follow such Valuation Date (or to the
47th day after such Valuation Date, if such 47th day is earlier than the first
following Dividend Payment Date); (C) the amount equal to the Projected Dividend
Amount (based on the number of APS Outstanding on such date); (D) the amount of
anticipated expenses of the Fund for the 90 days subsequent to such Valuation
Date; (E) the amount of the Fund's Maximum Potential Additional Dividend
Liability as of such Valuation Date; (F) the amount of any premium payable
pursuant to a Premium Call Period; and (G) any current liabilities as of such
Valuation Date to the extent not reflected in any of (i)(A) through (i)(F)
(including, without limitation, any amounts described in Section 13 of Part I as
required to be treated as liabilities in connection with the Fund's transactions
in futures and options and including any payables for municipal securities
purchased as of such Valuation Date) less (ii) either (A) the face value of any
of the Fund's assets irrevocably deposited by the Fund for the payment of any of
(i)(A) through (i)(G) if such assets mature prior to or on the date of payment
of the liability for which such assets are deposited and are either securities
issued or guaranteed by the United States Government or have a rating assigned
by Moody's of P-1, VMIG-1 or MIG-1 (or, with respect to S&P, SP-1+ or A-1+) or
(B) the Discounted Value of such assets. For purposes of the APS Basic
Maintenance Amount in connection with S&P's ratings of the APS, with respect to
any transactions by the Fund in futures contracts, the Fund shall include as
liabilities (i) 30% of the aggregate settlement value, as marked to market, of
any outstanding futures contracts based on the Municipal Index which are owned
by the Fund plus (ii) 25% of the aggregate settlement value, as marked to
market, of any outstanding futures contracts based on Treasury Bonds which
contracts are owned by the Fund. For purposes of the APS Basic Maintenance
Amount in connection with Moody's rating of the APS, with respect to any
transactions by the Fund in securities options, the Fund shall include as
liabilities (i) 10% of the exercise price of a call option written by the Fund
and (ii) the exercise price of any written put option.
B-22
"APS Basic Maintenance Cure Date," with respect to the failure by the
Fund to satisfy the APS Basic Maintenance Amount (as required by paragraph (a)
of Section 9 of this Part I) as of a given Valuation Date, shall mean the third
Business Day following such Valuation Date.
"APS Basic Maintenance Report" shall mean a report signed by the
President, Treasurer or any Senior Vice President or Vice President of the Fund
which sets forth, as of the related Valuation Date, the assets of the Fund, the
Market Value and the Discounted Value thereof (seriatim and in aggregate), and
the APS Basic Maintenance Amount.
"Auction" shall mean each periodic implementation of the Auction
Procedures.
"Auction Agency Agreement" shall mean the agreement between the Fund
and the Auction Agent which provides, among other things, that the Auction Agent
will follow the Auction Procedures for purposes of determining the Applicable
Rate for APS so long as the Applicable Rate is to be based on the results of an
Auction.
"Auction Agent" shall mean the entity appointed as such by a resolution
of the Board of Trustees in accordance with Section 7 of this Part I.
"Auction Date," with respect to any Rate Period, shall mean the
Business Day next preceding the first day of such Rate Period; initially
Wednesday, July 28, 1993, and thereafter each Wednesday, subject to change as
set forth herein.
"Auction Procedures" shall mean the procedures for conducting Auctions
set forth in Part II hereof.
"Board of Trustees" shall mean the Board of Trustees of the Fund or any
duly authorized committee thereof.
"Business Day" shall mean a day on which the New York Stock Exchange is
open for trading and which is neither a Saturday, Sunday nor any other day on
which banks in the City of New York, New York, are authorized by law to close.
"Closing Transactions" means the termination of a futures contract or
option position by taking an equal position opposite thereto in the same
delivery month as such initial position being terminated.
"Commercial Paper Dealers" shall mean Goldman, Sachs & Co., Smith
Barney, Harris Upham & Co. Incorporated, Lehman Commercial Paper Incorporated
and Merrill Lynch, Pierce, Fenner & Smith Incorporated or, in lieu of any
thereof, their respective affiliates or successors, if such entity is a
commercial paper dealer.
"Common Shares" shall mean the common shares of beneficial interest,
par value $.01 per share, of the Fund.
"Cure Date" shall mean the APS Basic Maintenance Cure Date or the 1940
Act Cure Date, as the case may be.
"Date of Original Issue," with respect to the APS, shall mean the date
on which the Fund initially issued shares of such APS.
B-23
"Deposit Securities" shall mean cash and California municipal
securities rated at least A-1+ or SP-1+ by S&P, except that, for purposes of
Section 3(a)(iii) of this Part I, such California municipal securities shall be
considered "Deposit Securities" only if they are also rated P-1, MIG-1 or VMIG-1
by Moody's.
"Discounted Value" shall mean (i) with respect to an S&P Eligible
Asset, the quotient of the Market Value thereof divided by the applicable S&P
Discount Factor and (ii) with respect to a Moody's Eligible Asset, the quotient
of the Market Value thereof divided by the applicable Moody's Discount Factor,
provided that with respect to a Moody's Eligible Asset, Discounted Value shall
not exceed the par value of such Asset at any time.
"Dividend Coverage Amount," as of any Valuation Date, shall mean, with
respect to each of the APS, (i) the aggregate amount of dividends that will
accumulate on such APS to (but not including) the first Dividend Payment Date
for such share that follows such Valuation Date plus any liabilities that will
become payable prior to or on such payment date, less (ii) the combined value of
Deposit Securities irrevocably deposited for the payment of dividends on such
APS and Receivables for California Municipal Securities Sold which become due
prior to the Dividend Payment Date and interest with respect to California
municipal securities which is payable to the Fund prior to the Dividend Payment
Date.
"Dividend Coverage Assets," as of any Valuation Date, shall mean, with
respect to each of the APS, Deposit Securities with maturity or tender dates not
later than the day preceding the first Dividend Payment Date for such share that
follows such Valuation Date and having a value not less than the Dividend
Coverage Amount with respect to such share.
"Dividend Payment Date," with respect to the APS, shall mean any date
on which dividends on shares of such APS are payable pursuant to the provisions
of paragraph (b) of Section 2 of this Part I.
"Dividend Period," with respect to the APS, shall mean the period from
and including the Date of Original Issue to but excluding the initial Dividend
Payment Date and any period thereafter from and including one Dividend Payment
Date to but excluding the next succeeding Dividend Payment Date.
"Failure to Deposit," with respect to the APS, shall mean a failure by
the Fund to pay to the Auction Agent, not later than 12:00 noon, New York City
time, (A) on the Business Day next preceding any Dividend Payment Date for such
APS, in funds available on such Dividend Payment Date in The City of New York,
New York, the full amount of any dividend (whether or not earned or declared) to
be paid on such Dividend Payment Date on any share of such APS or (B) on the
Business Day next preceding any redemption date in funds available on such
redemption date for such APS in The City of New York, New York, the Redemption
Price to be paid on such redemption date for such APS after notice of redemption
is given pursuant to paragraph (b) of Section 3 of this Part I.
"Fund" shall mean Van Kampen Merritt California Value Municipal Income
Trust, a Massachusetts business trust, which is the issuer of the APS.
"Holder," with respect to the APS, shall mean the registered holder of
shares of such APS as the same appears on the share books of the Fund.
"Independent Accountant" shall mean a nationally recognized accountant,
or firm of accountants, that is with respect to the Fund an independent public
accountant or firm of independent public accountants under the Securities Act of
1933, as amended from time to time.
B-24
"Initial Dividend Period," with respect to the APS, shall mean the
period from and including the Date of Original Issue thereof to but excluding
the initial Dividend Payment Date which occurs in a month which contains the
first scheduled Auction Date for such APS.
"Initial Margin" means the amount of cash or securities deposited with
a custodian for the benefit of a futures commission merchant as a good-faith
deposit at the time of the initiation of a purchase or sale position with
respect to a futures contract or a sale position with respect to an option
position thereon.
"Interest Equivalent" means a yield on a 360-day basis of a discount
basis security which is equal to the yield on an equivalent interest-bearing
security.
"Mandatory Redemption Price" means $50,000 per share of APS plus an
amount equal to accumulated but unpaid dividends thereon to the date fixed for
redemption (whether or not earned or declared).
"Marginal Tax Rate" means the marginal combined regular federal and
California income tax rate applicable to ordinary income (taking into account
the federal income tax deductibility of state and local income tax paid or
incurred) or the maximum marginal regular federal corporate income tax rate,
whichever is greater.
"Market Value" of any asset of the Fund shall mean the market value
thereof determined by the Pricing Service designated from time to time by the
Board of Trustees. Market Value of any asset shall include any interest accrued
thereon. The Pricing Service values portfolio securities at the mean between the
quoted bid and asked price or the yield equivalent when quotations are readily
available. Securities for which quotations are not readily available are valued
at fair value as determined by the Pricing Service using methods which include
consideration of yields or prices or municipal bonds of comparable quality, type
of issue, coupon, maturity and rating; indications as to value from dealers; and
general market conditions. The Pricing Service may employ electronic data
processing techniques and/or a matrix system to determine valuations. In the
event that the Pricing Service is unable to value a security, the security shall
be valued at the lower of two dealer bids, at least one of which shall be in
writing, obtained by the Fund from dealers who are members of the National
Association of Securities Dealers, Inc. and make a market in the security.
"Master Purchaser's Letter" has the meaning specified in Section 1 of
Part II hereof.
"Maximum Potential Additional Dividends Liability," as of any Valuation
Date, shall mean the aggregate amount of Additional Dividends that would be due
if the Fund were to make Retroactive Taxable Allocations, with respect to any
fiscal year, estimated based upon dividends paid and the amount of undistributed
realized net capital gains and other taxable income earned by the Fund, as of
the end of the calendar month immediately preceding such Valuation Date, and
assuming such Additional Dividends are fully taxable.
"Minimum Dividend Period" shall mean with respect to the APS any Rate
Period consisting of 28 Rate Period Days.
"Minimum Liquidity Level" shall have meaning set forth in Section 10 of
this Part I.
"Moody's" shall mean Moody's Investors Service, Inc., a Delaware
corporation, and its successors.
B-25
"Moody's Discount Factor" shall mean, for purposes of determining the
Discounted Value of any Moody's Eligible Asset, the percentage determined by
reference to the rating on such asset and the shortest Exposure Period set forth
opposite such rating that is the same length as or is longer than the Moody's
Exposure Period, in accordance with the table set forth below:
RATING CATEGORY
----------------------------------------------------------------------------------
MOODY'S EXPOSURE PERIOD AAA(1) AA(1) A(1) BAA(1) OTHER(2) (V) MIG-1 (1),(3),(4) SP-1+(3),(4)
- ----------------------- ------ ----- ---- ------ -------- ----------------------------------
7 Weeks........................ 151% 159% 168% 202% 229% 136% 148%
8 weeks or less but greater
than seven weeks............. 154 164 173 205 235 137 149
9 weeks or less but greater
than eight weeks............. 158 169 179 209 242 138 150
- -----------------
(1) Moody's rating.
(2) California municipal securities not rated by Moody's but rated BBB-,
BBB or BBB+ by S&P.
(3) California municipal securities rated MIG-1 or VMIG-1 or, if not rated
by Moody's, rated SP-1+ by S&P which do not mature or have a demand feature at
par exercisable within the Moody's Exposure Period and which do not have a
long-term rating.
(4) For the purposes of the definition of Moody's Eligible Assets, these
securities will have an assumed rating of "A" by Moody's.
Notwithstanding the foregoing, (i) no Moody's Discount Factor will be
applied to short-term California municipal securities so long as such California
municipal securities are rated at least MIG-1, VMIG-1 or P-1 by Moody's and
mature or have a demand feature at par exercisable within the Moody's Exposure
Period and the Moody's Discount Factor for such California municipal securities
will be 125% as long as such California municipal securities are rated at least
A-1-/AA or SP-1+/AA by S&P and mature or have a demand feature at par
exercisable within the Moody's Exposure Period and (ii) no Moody's Discount
Factor will be applied to cash or to Receivables for California Municipal
Securities Sold.
"Moody's Eligible Asset" shall mean cash, Receivables for California
Municipal Securities Sold or a California municipal security that (i) pays
interest in cash, (ii) is publicly rated Baa or higher by Moody's or, if not
rated by Moody's but rated by S&P, is rated at least BBB by S&P (provided that,
for purposes of determining the Moody's Discount Factor applicable to any such
S&P-rated municipal security, such California municipal security (excluding any
short-term California municipal security) shall be deemed to have a Moody's
rating which is one full rating category lower than its S&P rating), (iii) does
not have its Moody's rating suspended by Moody's; and (iv) is part of an issue
of municipal securities of at least $10,000,000. California municipal securities
issued by any one issuer and rated BBB by S&P may comprise no more than 4% of
total Moody's Eligible Assets; such BBB-rated California municipal securities,
if any, together with any California municipal securities issued by the same
issuer and rated Baa by Moody's or A by S&P, may comprise no more than 6% of
total Moody's Eligible Assets; such BBB, Baa and A-rated California municipal
securities, if any, together with any California municipal securities issued by
the same issuer and rated A by Moody's or AA by S&P, may comprise no more than
10% of total Moody's Eligible Assets; and such BBB, Baa, A and AA-rated
California municipal securities, if any, together with any California municipal
securities issued by the same issuer and rated Aa by Moody's or AAA by S&P, may
comprise no more than 20% of total Moody's Eligible Assets. For purposes of the
foregoing sentence, any California municipal security backed by the guaranty,
letter of credit or insurance issued by a third party shall be deemed to be
issued by such third party if the issuance of such third party credit is the
sole determinant of the rating on such California
B-26
municipal security. California municipal securities classified within one issue
type concentration and rated BBB by S&P may comprise no more than 12% of total
Moody's Eligible Assets; such BBB-rated California municipal securities, if any,
together with any California municipal securities in the same issue type and
rated Baa by Moody's or A by S&P may comprise no more than 20% of total Moody's
Eligible Assets; such BBB, Baa and A-rated California municipal securities, if
any, together with any California municipal securities in the same issue type
and rated A by Moody's or AA by S&P, may comprise no more than 40% of total
Moody's Eligible Assets; and such BBB, Baa, A and AA-rated California municipal
securities, if any, together with any California municipal securities in the
same issue type and rated Aa by Moody's or AAA by S&P, may comprise no more than
60% of total Moody's Eligible Assets. For purposes of the issue type
concentration requirement described above, California municipal securities will
be classified within one of the following categories: health care issues
(teaching and non-teaching hospitals, public and private), housing issues
(single-and multi-family), educational facilities issues (public and private
schools), student loan issues, resource recovery issues, transportation issues
(mass transit, airport and highway bonds), industrial development bond
issues/pollution control bonds, utility issues (water, sewer and electricity),
general obligation issues, lease obligations, escrowed bonds and other
issues/certificates of participation ("Other Issues") (includes special
obligations to crossover, excise and sales tax revenue, recreation revenue,
special assessment and telephone revenue bonds only) not falling within one of
the aforementioned categories. In no event shall (a) more than 10% of Moody's
Eligible Assets consist of student loan issues, (b) more than 10% of Moody's
Eligible Assets consist of resource recovery issues or (c) more than 10% of
Moody's Eligible Assets consist of Other Issues. California municipal securities
issued by issuers located within a single county and rated BBB by S&P may
comprise no more than 12% of total Moody's Eligible Assets; such BBB-rated
California municipal securities, if any, together with any California municipal
securities issued by issuers located within the same county and rated Baa by
Moody's or A by S&P may comprise no more than 20% of total Moody's Eligible
Assets; such BBB, Baa and A-rated California municipal securities, if any,
together with any California municipal securities issued by issuers located
within the same county and rated A by Moody's or AA by S&P, may comprise no more
than 40% of total Moody's Eligible Assets; and such BBB, Baa, A and AA-rated
California municipal securities, if any, together with any California municipal
securities issued by issuers located within the same county and rated Aa by
Moody's or AAA by S&P, may comprise no more than 60% of total Moody's Eligible
Assets. The single county limitations set forth in the immediately preceding
sentence apply to general obligation bonds only. For purposes of applying the
foregoing requirements, a California municipal security shall be deemed to be
rated BBB by S&P if rated BBB or BBB+ by S&P. For purposes of minimum issue
size, maximum underlying obligor, maximum issue type concentration and maximum
county concentration, Moody's Eligible Assets shall be calculated without
including cash and California municipal securities rated MIG-1 or VMIG-1 or, if
not rated by Moody's, rated SP-1+ by S&P, which either mature or have a demand
feature at par exercisable within the Moody's Exposure Period. In the event any
of the Moody's Eligible Assets in the Fund's portfolio consist of municipal
securities of issuers other than California municipal securities, then such
municipal securities shall be subject to the following requirements regarding
the maximum percentage of Moody's Eligible Assets that may be invested in
municipal securities of issuers located in a particular state or United States
territory: such municipal securities rated BBB or BBB+ by S&P may comprise no
more than 12% of total Moody's Eligible Assets; such BBB or BBB+ rated municipal
securities, if any, together with any such municipal securities rated Baa by
Moody's or A by S&P, may comprise no more than 20% of total Moody's Eligible
Assets; such BBB, BBB+, Baa and A-rated municipal securities, if any, together
with any such municipal securities rated A by Moody's or AA by S&P, may comprise
no more than 40% of total Moody's Eligible Assets; such BBB, BBB+, Baa, A and
AA-rated municipal securities, if any, together with any such municipal
securities rated Aa by Moody's or AAA by S&P, may comprise no more than 60% of
total Moody's Eligible Assets; and such municipal securities rated Aaa by
Moody's may comprise 100% of Moody's Eligible Assets; provided, however, that
notwithstanding the foregoing no more than an aggregate of 10% of Moody's
Eligible Assets may consist of municipal securities of issuers located in United
States territories, other than Puerto Rico. Where the Fund sells an asset and
B-27
agrees to repurchase such asset in the future, the Discounted Value of such
asset will constitute a Moody's Eligible Asset and the amount the Fund is
required to pay upon repurchase of such asset will count as a liability for the
purposes of the APS Basic Maintenance Amount. Where the Fund purchases an asset
and agrees to sell it to a third party in the future, cash receivable by the
Fund thereby will constitute a Moody's Eligible Asset if the long-term debt of
such other party is rated at least A2 by Moody's and such agreement has a term
of 30 days or less; otherwise the Discounted Value of such asset will constitute
a Moody's Eligible Asset. For the purposes of calculation of Moody's Eligible
Assets, California municipal securities which have been called for redemption by
the issuer thereof shall be valued at the lower of Market Value or the call
price of such California municipal securities.
Notwithstanding the foregoing, an asset will not be considered a
Moody's Eligible Asset to the extent that it has been irrevocably deposited for
the payment of (i)(A) through (i)(G) under the definition of APS Basic
Maintenance Amount or it is subject to any material lien, mortgage, pledge,
security interest or security agreement of any kind (collectively, "Liens"),
except for (a) Liens which are being contested in good faith by appropriate
proceedings and which Moody's has indicated to the Fund will not affect the
status of such asset as a Moody's Eligible Asset, (b) Liens for taxes that are
not then due and payable or that can be paid thereafter without penalty, (c)
Liens to secure payment for services rendered or cash advanced to the Fund by
Van Kampen Merritt Investment Advisory Corp., the Administrator, State Street
Bank and Trust Company or the Auction Agent and (d) Liens by virtue of any
repurchase agreement.
"Moody's Exposure Period" shall mean the period commencing on a given
Valuation Date and ending 46 days thereafter.
"Moody's Hedging Transactions" shall mean transactions in options on
securities.
"Moody's Volatility Factor" means 272% (or 302% where notice of a
Special Dividend Period of greater than 28 days but less than 50 days has been
given but not yet exercised), as long as there has been no increase enacted to
the Marginal Tax Rate. If such an increase is enacted but not yet implemented,
the Moody's Volatility Factor shall be as follows:
Moody's Moody's
% Change in Volatility Volatility
Marginal Tax Rate Factor Factor*
------------------- ------ ------
Less than or equal to 5%.................................... 292% 323%
Greater than 5% but less than 10%........................... 313 347
Greater than 10% but less than 15%.......................... 338 373
Greater than 15% but less than 20%.......................... 364 402
Greater than 20% but less than 25%.......................... 396 436
Greater than 25% but less than 30%.......................... 432 474
Greater than 30% but less than 35%.......................... 472 518
Greater than 35% but less than 40%.......................... 520 570
* Applicable where a notice of Special Dividend Period of greater than 28
days but less than 50 days has been given but not yet exercised.
"Municipal Index" shall mean The Bond Buyer Municipal Bond Index.
"1940 Act" shall mean the Investment Company Act of 1940, as amended
from time to time.
B-28
"1940 Act APS Asset Coverage" shall mean asset coverage, as defined in
Section 18(h) of the 1940 Act, of at least 200% with respect to all outstanding
senior securities of the Fund which are stock, including all outstanding APS (or
such other asset coverage as may in the future be specified in or under the 1940
Act as the minimum asset coverage for senior securities which are stock of a
closed-end investment company as a condition of declaring dividends on its
common stock).
"1940 Act Cure Date," with respect to the failure by the Fund to
maintain the 1940 Act APS Asset Coverage (as required by Section 8 of this Part
I) as of the last Business Day of each month, shall mean the last Business Day
of the following month.
"Non-Call Period" shall have the meaning set forth below under
"Specific Redemption Provisions."
"Notice of Redemption" shall mean any notice with respect to the
redemption of the APS pursuant to Section 3 of this Part I.
"Optional Redemption Price" shall mean (i) $50,000 per share of APS in
the case of a Rate Period less than one year, including any Special Dividend
Period of less than 365 days or (ii) with respect to a Special Dividend Period
of 365 days or more the Optional Redemption Price set forth in the Specific
Redemption Provisions in connection therewith; in each case plus an amount equal
to accumulated but unpaid dividends thereon to the date of redemption (whether
or not earned or declared).
"Preferred Shares" shall mean the authorized preferred shares of
beneficial interest, par value $.01 per share, of the Fund, and includes the
APS.
"Premium Call Period" shall have the meaning set forth below under
"Specific Redemption Provisions."
"Pricing Service" means Van Kampen Merritt Investment Advisory Corp.
and any successor pricing service approved in writing by Moody's (if Moody's is
then rating the APS) and S&P (if S&P is then rating the APS).
"Projected Dividend Amount" means, with respect to the APS, on any
Valuation Date, an amount equal to (i) the number of days, if any, from and
after the last day of the then current Rate Period, until 48 calendar days from
such Valuation Date, multiplied by (ii) a rate equal to the Maximum Rate for a
Minimum Dividend Period multiplied by the larger of (A) the applicable Moody's
Volatility Factor or (B) the applicable S&P Volatility Factor.
"Quarterly Valuation Date" shall mean the last Business Day of each
calendar quarter, commencing September 30, 1993.
"Rate Period," with respect to APS, shall mean the Initial Dividend
Period thereof and any Subsequent Dividend Period, including any Special
Dividend Period.
"Rate Period Days," for any Rate Period, if such Rate Period is less
than one year, shall mean the number of days (without giving effect to
subparagraph (b)(ii) of Section 2 of this Part I) in such Rate Period.
"Receivables for California Municipal Securities Sold" shall mean (A)
for purposes of calculation of Moody's Eligible Assets as of any Valuation Date,
no more than the aggregate of the following: (i) the book value of receivables
for California municipal securities sold as of or prior to such Valuation Date
if
B-29
such receivables are due within five business days of such Valuation Date, and
if the trades which generated such receivables are (x) settled through clearing
house firms with respect to which the Fund has received prior written
authorization from Moody's or (y) with counterparties having a Moody's long-term
debt rating of at least Baa3; and (ii) the Moody's Discounted Value of
California municipal securities sold as of or prior to such Valuation Date which
generated receivables, if such receivables are due within the Moody's Exposure
Period but do not comply with either of the conditions specified in (i) above,
and (B) for purposes of calculation of S&P Eligible Assets as of any Valuation
Date, the book value of receivables for California municipal securities sold as
of or prior to such Valuation Date if such receivables are due within five
business of such Valuation Date.
"Redemption Price" shall mean the Optional Redemption Price or the
Mandatory Redemption Price, as applicable.
"Reference Rate" is, with respect to any Rate Period of less than one
year, the higher of (i) the "AA" Composite Commercial Paper Rate and (ii) the
Taxable Equivalent of the Short-Term Municipal Bond Rate.
"Retroactive Taxable Allocation" shall have the meaning set forth in
Section 12 hereof.
"S&P" shall mean Standard & Poor's Corporation, a New York corporation,
and its successors.
"S&P Discount Factor" shall mean, for purposes of determining the
Discounted Value of any S&P Eligible Asset, the percentage determined by
reference to the rating on such asset and the shortest Exposure Period set forth
opposite such rating that is the same length as or is longer than the S&P
Exposure Period, in accordance with the table set forth below:
Rating Category
-----------------------------------------------------------------------
Exposure Period AAA* AA* A* BBB*
- -------------------------------------------------------------------------------------------------------------
40 Business Days 200% 205% 220% 260%
22 Business Days 180 185 200 240
10 Business Days 165 170 185 225
7 Business Days 160 165 180 220
3 Business Days 140 145 160 200
- --------------------
* S&P rating.
Notwithstanding the foregoing, (i) the S&P Discount Factor for
short-term California municipal securities will be 115%, so long as such
California municipal securities are rated A-1+ or SP-1+ by S&P and mature or
have a demand feature exercisable within 30 days or less, or 125% if such
California municipal securities are not rated by S&P but are rated VMIG-1, P-1
or MIG-1 by Moody's; provided, however, that any such Moody's rated short-term
California municipal securities which have demand features exercisable within 30
days or less must be backed by a letter of credit, liquidity facility or
guarantee from a bank or other financial institution with a short-term rating of
at least A-1+ from S&P; and further provided that such Moody's-rated short-term
California municipal securities may comprise no more than 50% of short-term
California municipal securities that qualify as S&P Eligible Assets and (ii) no
S&P Discount Factor will be applied to cash or to Receivables for California
Municipal Securities Sold. For purposes of the foregoing, Anticipation Notes
rated SP-1+ or, if not rated by S&P, rated MIG-1 or VMIG-1 by Moody's, which do
not mature or have a demand feature at par exercisable in 30 days and which do
not have a long-term rating, shall be considered to be short-term California
municipal securities.
B-30
"S&P Eligible Asset" shall mean cash (excluding any cash irrevocably
deposited by the Fund for the payment of any liabilities within the meaning of
APS Basic Maintenance Amount), Receivables for California Municipal Securities
Sold or a California municipal security owned by the Fund that (i) is interest
bearing and pays interest at least semi-annually; (ii) is payable with respect
to principal and interest in U.S. Dollars; (iii) is publicly rated BBB or higher
by S&P or, if not rated by S&P but rated by Moody's, is rated by least A by
Moody's (provided that such Moody's-rated California municipal securities will
be included in S&P Eligible Assets only to the extent the Market Value of such
California municipal securities does not exceed 50% of the aggregate Market
Value of S&P Eligible Assets; and further provided that, for purposes of
determining the S&P Discount Factor applicable to any such Moody's-rated
California municipal security, such California municipal security will be deemed
to have an S&P rating which is one full rating category lower than its Moody's
rating); (iv) is not part of a private placement of municipal securities; and
(v) is part of an issue of California municipal securities with an original
issue size of at least $20 million or, if an issue with an original issue size
below $20 million (but in no event below $10 million), is issued by an issuer
with a total of at least $50 million of securities outstanding. Solely for
purposes of this definition, the term "municipal securities" means any
obligation the interest on which is exempt from regular Federal income taxation
and which is issued by any of the fifty United States, the District of Columbia
or any of the territories of the United States, their subdivisions, counties,
cities, towns, villages, school districts and agencies (including authorities
and special districts created by the states), and federally sponsored agencies
such as local housing authorities. Notwithstanding the foregoing limitations:
1. California municipal securities of any one issuer or
guarantor (excluding bond issuers) shall be considered S&P Eligible Assets only
to the extent the Market Value of such California municipal securities does not
exceed 10% of the aggregate Market Value of S&P Eligible Assets provided that 2%
is added to the applicable S&P Discount Factor for every 1% by which the Market
Value of such California municipal securities exceeds 5% of the aggregate Market
Value of S&P Eligible Assets;
2. California municipal securities guaranteed or insured by
any one bond issuer shall be considered S&P Eligible Assets only to the extent
the Market Value of such California municipal securities does not exceed 25% of
the aggregate Market Value of S&P Eligible Assets; and
3. California municipal securities of any one issue type
category will be considered S&P Eligible Assets only to the extent the fair
market value of such California municipal securities does not exceed 20% of the
aggregate fair market value of S&P Eligible Assets. For purposes of this
requirement, California municipal securities will be classified into one of the
following categories: health care issues, housing issues, educational issues,
facilities issues, student loan issues, transportation issues, industrial
development bond issues, public power utilities issues, water and sewer
utilities issues, special utilities issues, general obligation issues, lease
obligations, escrowed bonds and other issues not falling within one of the
aforementioned categories. Furthermore, special utilities issues that are not
rated by S&P will not be considered S&P Eligible Assets.
In the event any of the S&P Eligible Assets in the Fund's portfolio
consist of municipal securities other than California municipal securities, then
such municipal securities shall be S&P Eligible Assets only to the extent the
fair market value of such securities does not exceed 20% of the aggregate fair
market value of the S&P Eligible Assets and to the extent the Fund shall have
received written
B-31
confirmation from S&P that such municipal securities held by the Fund would not
adversely affect the then current rating on the APS.
"S&P Exposure Period" shall mean the maximum period of time following a
Valuation Date (currently, three Business Days) that the Fund has under this
Certificate of Vote to cure any failure to maintain, as of such Valuation Date,
the Discounted Value for its portfolio at least equal to the APS Basic
Maintenance Amount (as described in paragraph (a) of Section 9 of this Part I).
"S&P Hedging Transactions" means futures contracts based on the
Municipal Index or Treasury Bonds, put and call options on such contracts
purchased by the Fund and covered call options and secured put options on
portfolio securities written by the Fund.
"S&P Volatility Factor" shall mean, for the of APS, (i) during the
Initial Dividend Period, 277%; and (ii) thereafter, depending on the applicable
Reference Rate or Treasury Rate, the following percentages:
Rate Percentage
---- ----------
Taxable Equivalent of the Short-Term
Municipal Bond Rate............................................... 277%
30-day "AA" Composite Commercial Paper Rate....................... 228%
180-day "AA" Composite Commercial Paper Rate...................... 217%
1-year U.S. Treasury Bill Rate.................................... 198%
2-year U.S. Treasury Note Rate.................................... 185%
3-year U.S. Treasury Note Rate.................................... 178%
4-year U.S. Treasury Note Rate.................................... 171%
5-year U.S. Treasury Note Rate.................................... 169%
Notwithstanding the foregoing, the S&P Volatility Factor may mean such
other potential dividend rate increase factor as S&P advises the Fund in writing
is applicable.
"Special Dividend Period," with respect to the APS, shall mean any
Subsequent Dividend Period commencing on the date designated by the Fund in
accordance with Section 4 of this Part I and ending on the last day of the last
Dividend Period thereof, with such number of consecutive days or whole years as
the Board of Trustees shall specify, including the terms of any Specific
Redemption Provisions, if any.
"Specific Redemption Provisions" means, with respect to any Special
Dividend Period of 365 or more days, either, or any combination of, (i) a period
(a "Non-Call Period") determined by the Board of Trustees, after consultation
with the Broker-Dealers, during which the shares subject to such Special
Dividend Period are not subject to redemption at the option of the Fund and (ii)
a period (a "Premium Call Period"), consisting of a number of whole years and
determined by the Board of Trustees, after consultation with the Broker-Dealers,
during each year of which the shares subject to such Special Dividend Period
shall be redeemable at the Fund's option at a price per share equal to $50,000
plus accumulated but unpaid dividends plus a premium expressed as a percentage
of $50,000 as determined by the Board of Trustees after consultation with the
Broker-Dealers; provided that during any Special Dividend Period of 365 or more
days if on the date of determination of the Applicable Rate, such Applicable
Rate equaled or exceeded the Treasury Rate, the Fund may redeem APS without
regard to any Non-Call Period or Premium Call Period at the Mandatory Redemption
Price.
B-32
"Subsequent Dividend Period," with respect to the APS, shall mean the
period from and including the first day following the Initial Dividend Period
thereof to but excluding the next Dividend Payment Date which follows a
scheduled Auction and any period thereafter from and including one Dividend
Payment Date which follows a scheduled Auction to but excluding the next
succeeding Dividend Payment Date which follows a scheduled Auction; provided,
however, that if any Subsequent Dividend Period is also a Special Dividend
Period, such term shall mean the period commencing on the first day of such
Special Dividend Period and ending on the last day of the last Dividend Period
thereof.
"Substitute Commercial Paper Dealer" shall mean The First Boston
Company or Morgan Stanley & Co. Incorporated or their respective affiliates or
successors, if such entity is a Commercial Paper Dealer; provided that none of
such entities shall be a Commercial Paper Dealer.
"Substitute U.S. Government Securities Dealer" shall mean The First
Boston Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated or their
respective affiliates or successors, if such entity is a U.S. Government
securities dealer; provided that none of such entities shall be a U.S.
Government Securities Dealer.
"Taxable Equivalent of the Short-Term Municipal Bond Rate" on any date
means 90% of the quotient of (a) the per annum rate expressed on an Interest
Equivalent basis equal to the Kenney S&P 30-day High Grade Index or any
successor index (the "Kenney Index"), made available for the Business Day
immediately preceding such date but in any event not later than 8:30 a.m., New
York City time, on such date by Kenney Information Systems Inc. or any successor
thereto (provided that the use of such successor will not result in a reduction
or withdrawal of the rating of the APS by Moody's, if Moody's is then rating the
APS, or by S&P, if S&P is then rating the APS), based on 30-day yield
evaluations at par of bonds, the interest on which is excludable for regular
federal income tax purposes, of "high grade" component issuers selected by
Kenney Information Systems Inc. or any such successor from time to time in its
discretion, which component issuers shall include, without limitation, issuers
of general obligations bonds but shall exclude any bonds the interest on which
constitutes an item of tax preference under section 57(a)(5) of the Internal
Revenue Code or successor provisions, for purposes of the AMT, divided by (b)
1.00 minus the Marginal Tax Rate (expressed as a decimal); provided, however,
that if the Kenney Index is not made so available by 8:30 a.m., New York City
time, on such date by Kenney Information Systems Inc. or any successor, the
Taxable Equivalent of the Short-Term Municipal Bond Rate shall mean the quotient
of (i) the per annum rate expressed on an Interest Equivalent basis equal to the
most recent Kenney Index so made available for any preceding Business Day,
divided by (ii) 1.00 minus the Marginal Tax Rate (expressed as a decimal). For
purposes of the foregoing, for so long as the APS are rated by S&P, the Fund
will obtain written confirmation from S&P that the appointment of a successor to
Kenney Information Systems Inc. would not impair the rating assigned to the APS
by S&P.
"Treasury Bonds" shall mean United States Treasury Bonds backed by the
full faith and credit of the United States government with remaining maturities
of 10 years or more.
"Treasury Rate," on any date for any Rate Period, shall mean (i) the
yield on the most recently auctioned non-callable direct obligations of the U.S.
Government (excluding "flower" bonds) with a remaining maturity within three
months of the duration of such Rate Period, as quoted in The Wall Street Journal
on such date for the Business Day next preceding such date; or (ii) in the event
that any such rate is not published by The Wall Street Journal, then the
arithmetic average of the yields (expressed as an interest equivalent in the
case of a Rate Period which is one year or less and expressed as a bond
equivalent in the case of any longer Rate Period) on the most recently auctioned
non-callable direct obligations of the U.S. Government (excluding "flower"
bonds) with a remaining maturity within three months of the duration of such
Rate Period as quoted on a discount basis or otherwise by the U.S. Government
Securities Dealers to the Auction Agent for the close of business on the
Business Day
B-33
immediately preceding such date. If any U.S. Government Securities Dealer does
not quote a rate required to determine the Treasury Rate, the Treasury Rate
shall be determined on the basis of the quotation or quotations furnished by the
remaining U.S. Government Securities Dealer or U.S. Government Securities
Dealers and any Substitute U.S. Government Securities Dealers selected by the
Fund to provide such rate or rates not being supplied by any U.S. Government
Securities Dealer or U.S. Government Securities Dealers, as the case may be, or,
if the Fund does not select any such Substitute U.S. Government Securities
Dealer or Substitute U.S. Government Securities Dealers, by the remaining U.S.
Government Securities Dealer or U.S. Government Securities Dealers.
"U.S. Government Securities Dealer" shall mean Goldman, Sachs & Co.,
Smith Barney, Harris Upham & Co. Incorporated and Morgan Guaranty Trust Company
of New York or their respective affiliates or successors, if such entity is a
U.S. Government securities dealer.
"Valuation Date" shall mean, for purposes of determining whether the
Fund is maintaining the APS Basic Maintenance Amount and the Minimum Liquidity
Level, each Business Day.
"Variation Margin" shall mean, in connection with outstanding purchase
or sale positions in futures contracts and outstanding sales positions with
respect to options thereon, the amount of cash and securities paid to and
received from a futures commission merchant (subsequent to the Initial Margin
payment) from time to time as the value of such position fluctuates.
"Voting Period" shall have the meaning set forth in paragraph (b) of
Section 5 of this Part I.
PART II.
1. Certain Definitions. Capitalized terms not defined in
Section 1 of this Part II shall have the respective meaning specified in Part I
hereof. As used in this Part II, the following terms shall have the following
meanings, unless the context otherwise requires:
"Affiliate" shall mean any Person known to the Auction Agent to be
controlled by, in control of or under common control with the Fund; provided
that no Broker-Dealer controlled by, in control of or under common control with
the Fund shall be deemed to be an Affiliate nor shall any fund or any Person
controlled by, in control of or under common control with such fund, one of the
trustees or executive officers of which is also a trustee of the Fund be deemed
to be an Affiliate solely because such trustee or executive officer is also a
trustee of the Fund.
"Agent Member" shall mean a member of or participant in the Securities
Depository that will act on behalf of a Bidder and is identified as such in such
Bidder's Master Purchaser's letter.
"Applicable Percentage" on any Auction Date shall mean the percentage,
determined as set forth below, based on the prevailing rating of such APS in
effect at the close of business on the Business Day next preceding such Auction
Date.
Prevailing Rating Percentage
----------------- ----------
"aa3"/AA- or higher................................................ 110%
"a3"/A-............................................................ 125%
"baa3"/BBB-........................................................ 150%
"ba3"/BB-.......................................................... 200%
Below "ba3"/BB-.................................................... 250%
B-34
provided, however, that in the event the Fund has notified the Auction Agent of
its intent to allocate income taxable for federal income tax purposes to the APS
prior to the Auction establishing the Applicable Rate for such shares the
applicable percentage in the foregoing table shall be divided by the quantity 1
minus the maximum marginal combined regular federal and California individual
income tax rate applicable to ordinary income (taking into account the federal
income tax deductibility of state and local income tax paid or incurred) or the
maximum marginal regular federal corporate income tax paid or rate, whichever is
greater, provided further, however, that the Applicable Percentage shall be
divided in the foregoing manner only to the extent of the portion of the
dividend on the APS for such Rate Period that represents the allocation of
taxable income to the APS.
For purposes of this definition, the "prevailing rating" shall be (i)
"aa3"/AA- or higher if the APS have a rating of "aa3" or better by Moody's and
AA- or better by S&P or the equivalent of such ratings by such agencies or a
substitute rating agency or substitute rating agencies selected as provided
below, (ii) if not "aa3"/AA- or higher, then "a3"/A- if the APS have a rating of
"a3" or better by Moody's and A- or better by S&P or the equivalent of such
ratings by such agencies or a substitute rating agency or substitute rating
agencies selected as provided below, (iii) if not "aa3"/AA- or higher or
"a3"/A-, then "baa3"/BBB- if the APS have a rating of "baa3" or better by
Moody's and BBB- or better by S&P or the equivalent of such ratings by such
agencies or a substitute rating agency or substitute rating agencies selected as
provided below, (iv) if not "aa3"/AA- or higher, "a3"/A- or "baa3"/BBB-, then
"ba3"/BB- if the APS have a rating of "ba3" or better by Moody's and BB- or
better by S&P or the equivalent of such ratings by such agencies or substitute
rating agency or substitute rating agencies selected as provided below, and (v)
if not "aa3"/AA- or higher, "a3"/A-, "baa3"/BBB- or "ba3"/BB-, then Below
"ba3"/BB-, provided, however, that if the APS are rated by only one rating
agency, the prevailing rating will be determined without reference to the rating
of any other rating agency. The Fund shall take all reasonable action necessary
to enable either S&P or Moody's to provide a rating for the APS. If neither S&P
nor Moody's shall make such a rating available, Goldman, Sachs & Co. or Smith
Barney, Harris Upham & Co. Incorporated or their successors as Broker-Dealers
shall select a nationally recognized statistical rating organization (as that
term is used in the rules and regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended from time to
time) to act as a substitute rating agency in respect of the APS and the Fund
shall take all reasonable action to enable such rating agency or agencies to
provide a rating for such APS.
"Available APS" shall have the meaning specified in paragraph (a) of
Section 4 of this Part II.
"Bid" and "Bids" shall have the respective meanings specified in
paragraph (a) of Section 2 of this Part II.
"Bidder" and "Bidders" shall have the respective meanings specified in
paragraph (a) of Section 2 of this Part II.
"Broker-Dealer" shall mean any broker-dealer, commercial bank or other
entity permitted by law to perform the functions required of a Broker-Dealer in
this Part II, that is a member of, or a participant in, the Securities
Depository or is an affiliate of such member of participant, has been selected
by the Fund and has entered into a Broker-Dealer Agreement that remains
effective.
"Broker-Dealer Agreement" shall mean an agreement between the Auction
Agent and a Broker-Dealer pursuant to which such Broker-Dealer agrees to follow
the procedures specified in this Part II.
"Existing Holder" shall mean a Person who has signed a Master
Purchaser's Letter and is listed as a beneficial owner of such APS in the
records of the Auction Agent.
B-35
"Hold Order" and "Hold Orders" shall have the respective meanings
specified in paragraph (a) of Section 2 of this Part II.
"Master Purchaser's Letter" shall mean a letter, addressed to the Fund,
the Auction Agent, a Broker-Dealer and an Agent Member in which a Person agrees,
among other things, to offer to purchase, to purchase, to offer to sell and/or
to sell APS as set forth in this Part II.
"Maximum Rate," on any Auction Date, shall mean:
(i) in the case of any Auction Date which is
not the Auction Date immediately prior to the first day of any proposed
Special Dividend Period of more than 28 days designated by the Fund
pursuant to Section 4 of Part I of the Certificate of Vote, the product
of (A) the Reference Rate on such Auction Date for the next Rate Period
and (B) the Applicable Percentage on such Auction Date, unless the APS
has or had a Special Dividend Period (other than a Special Dividend
Period of 28 Rate Period Days or less) and an Auction at which
Sufficient Clearing Bids existed has not yet occurred for a Minimum
Dividend Period after such Special Dividend Period, in which case the
higher of:
(A) the dividend rate on the APS
for the then-ending Rate Period, and
(B) the product of (1) the higher
of (x) the "AA" Composite Commercial Paper Rate on such
Auction Date for the then-ending Rate Period, if such Rate
Period is less than one year, or the Treasury Rate on such
Auction Date for such Rate Period, if such Rate Period is one
year or greater, and (y) the "AA" Composite Commercial Paper
Rate on such Auction Date for such Special Dividend Period, if
such Special Dividend Period is less than one year, or the
Treasury Rate on such Auction Date for such Special Dividend
Period, if such Special Dividend Period is one year or greater
and (2) the Applicable Percentage on such Auction Date; or
(ii) in the case of any Auction Date which
is the Auction Date immediately prior to the first day of any proposed
Special Dividend Period of more than 28 Rate Period Days designated by
the Fund pursuant to Section 4 of Part I of the Certificate of Vote,
the product of (A) the highest of (1) the Reference Rate on such
Auction Date for the then-ending Rate Period, if such Rate Period is
less than one year, or the Treasury Rate on such Auction Date for such
Rate Period, if such Rate Period is one year or greater, (2) the
Reference Rate on such Auction Date for the Special Dividend Period for
which the Auction is being held if such Special Dividend Period is less
than one year or the Treasury Rate on such Auction Date for the Special
Dividend Period for which the Auction is being held if such Special
Dividend Period is one year or greater, and (3) the Reference Rate on
such Auction Date for Minimum Dividend Periods and (B) the Applicable
Percentage on such Auction Date.
B-36
"Order" and "Orders" shall have the respective meanings specified in
paragraph (a) of Section 2 of this Part II.
"Outstanding" shall mean, as of any Auction Date of APS, the number of
shares theretofore issued by the Fund except, without duplication, (i) any APS
theretofore cancelled or delivered to the Auction Agent for cancellation or
redeemed by the Fund or as to which a notice of redemption shall have been given
by the Fund, (ii) any APS as to which the Fund or any Affiliate thereof shall be
an Existing Holder and (iii) any APS represented by any certificate in lieu of
which a new certificate has been executed and delivered by the Fund.
"Person" shall mean and include an individual, a partnership, a fund, a
trust, an unincorporated association, a joint venture or other entity or a
government or any agency or political subdivision thereof.
"Potential Holder," with respect to the APS, shall mean any Person,
including any Existing Holder of the APS, (i) who shall have executed a Master
Purchaser's Letter and (ii) who may be interested in acquiring any APS (or, in
the case of an Existing Holder of the APS, additional APS).
"Securities Depository" shall mean The Depository Trust Company and its
successors and assigns or any other securities depository selected by the Fund
which agrees to follow the procedures required to be followed by such securities
depository in connection with the APS.
"Sell Order" and "Sell Orders" shall have the respective meanings
specified in paragraph (a) of Section 2 of this Part II.
"Service" means the Internal Revenue Service of the United States.
"Submission Deadline" shall mean 1:30 p.m., New York City time, on any
Auction Date or such other time on any Auction Date by which Brokers-Dealers are
required to submit Orders to the Auction Agent as specified by the Auction Agent
from time to time.
"Submitted Bid" and "Submitted Bids" shall have the respective meanings
specified in paragraph (a) of Section 4 of this Part II.
"Submitted Hold Order" and "Submitted Hold Orders" shall have the
respective meanings specified in paragraph (a) of Section 4 of this Part II.
"Submitted Order" and "Submitted Orders" shall have the respective
meanings specified in paragraph (a) of Section 4 of this Part II.
"Submitted Sell Order" and "Submitted Sell Orders" shall have the
respective meanings specified in paragraph (a) of Section 4 of this Part II.
"Sufficient Clearing Bids" shall have the meaning specified in
paragraph (a) of Section 4 of this Part II.\
"Winning Bid Rate" shall have the meaning specified in paragraph (a) of
Section 4 of this Part II.
2. Orders by Existing Holders and Potential Holders. (a) Prior
to the Submission Deadline on each Auction Date:
B-37
(i) each Existing Holder of the APS subject
to an Auction on such Auction Date may submit to a Broker-Dealer by
telephone or otherwise information as to:
(A) the number of Outstanding
shares, if any, of APS held by such Existing Holder which such
Existing Holder desires to continue to hold without regard to
the Applicable Rate for the next succeeding Rate Period;
(B) the number of Outstanding
shares, if any, of APS which such Existing Holder offers to
sell if the Applicable Rate for the next succeeding Rate
Period shall be less than the rate per annum specified by such
Existing Holder; and/or
(C) the number of Outstanding
shares, if any, of APS held by such Existing Holder which such
Existing Holder offers to sell without regard to the
Applicable Rate for the next succeeding Rate Period;
and
(ii) one or more Broker-Dealers, using lists
of Potential Holders, shall in good faith for the purpose of conducting
a competitive Auction in a commercially reasonable manner, contact
Potential Holders (by telephone or otherwise), including Persons that
are not Existing Holders, on such lists to determine the number of
shares, if any, of APS which each such Potential Holder offers to
purchase if the Applicable Rate for the next succeeding Rate Period
shall not be less than the rate per annum specified by such Potential
Holder.
For the purposes hereof, the communication to a Broker-Dealer of information
referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this paragraph (a) is
hereinafter referred to as an "Order" and collectively as "Orders" and each
Existing Holder and each Potential Holder placing an Order is hereinafter
referred to as a "Bidder" and collectively as "Bidders"; an Order containing the
information referred to in clause (i)(A) of this paragraph (a) is hereinafter
referred to as a "Hold Order" and collectively as "Hold Orders"; an Order
containing the information referred to in clause (i)(B) or (ii) of this
paragraph (a) is hereinafter referred to as a "Bid" and collectively as "Bids";
and an Order containing the information referred to in clause (i)(C) of this
paragraph (a) is hereinafter referred to as a "Sell Order" and collectively as
"Sell Orders."
(b) (i) A bid by an Existing Holder of APS subject to
an Auction on any Auction Date shall constitute an irrevocable offer to sell:
(A) the number of Outstanding APS
specified in such Bid if the Applicable Rate determined on
such Auction Date shall be less than the rate specified
therein:
(B) such number or a lesser number
of Outstanding APS to be determined as set forth in clause
(iv) of
B-38
paragraph (a) of Section 5 of this Part II if the Applicable
Rate for such APS determined on such Auction Date shall be
equal to the rate specified therein; or
(C) the number of Outstanding APS
specified in such Bid if the rate specified therein shall be
higher than the Maximum Rate, or such number or a lesser
number of Outstanding APS to be determined as set forth in
clause (iii) of paragraph (b) of Section 5 of this Part II if
the rate specified therein shall be higher than the Maximum
Rate and Sufficient Clearing Bids do not exist.
(ii) A Sell Order by an Existing Holder of
APS subject to an Auction on any Auction Date shall constitute an
irrevocable offer to sell:
(A) the number of Outstanding APS
specified in such Sell Order; or
(B) such number or a lesser number
of Outstanding APS as set forth in clause (iii) of paragraph
(b) of Section 5 of this Part II if Sufficient Clearing Bids
do not exist.
(iii) A Bid by a Potential Holder of APS
subject to an Auction on any Auction Date shall constitute an
irrevocable offer to purchase:
(A) the number of Outstanding APS
specified in such Bid if the Applicable Rate determined on
such Auction Date shall be higher than the rate specified
therein; or
(B) such number or a lesser number
of Outstanding APS as set forth in clause (v) of paragraph (a)
of Section 5 of this Part II if the Applicable Rate determined
on such Auction Date shall be equal to the rate specified
therein.
(c) No Order for any number of APS other than whole
shares shall be valid.
3. Submission of Orders by Broker-Dealers to Auction Agent.
(a) Each Broker-Dealer shall submit in writing to the Auction Agent prior to the
Submission Deadline on each Auction Date all Orders for APS subject to an
Auction on such Auction Date obtained by such Broker-Dealer and shall specify
with respect to each Order for such shares:
(i) the name of the Bidder placing such
Order;
(ii) the aggregate number of APS that are
the subject of such Order;
B-39
(iii) to the extent that such Bidder is an
Existing Holder of APS:
(A) the number of shares, if any,
of APS subject to any Hold Order placed by such Existing
Holder;
(B) the number of shares, if any,
of APS subject to any Bid placed by such Existing Holder and
the rate specified in such Bid; and
(C) the number of shares, if any,
of APS subject to any Sell Order placed by such Existing
Holder; and
(iv) to the extent such Bidder is a
Potential Holder of shares of APS, the rate and number of APS specified
in such Potential Holder's Bid.
(b) If any rate specified in any Bid contains more
than three figures to the right of the decimal point, the Auction Agent shall
round such rate up to the next highest one thousandth (.001) of 1%.
(c) If an Order or Orders covering all of the
Outstanding APS held by any Existing Holder is not submitted to the Auction
Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold
Order to have been submitted on behalf of such Existing Holder covering the
number of Outstanding APS held by such Existing Holder and not subject to Orders
submitted to the Auction Agent.
(d) If any Existing Holder submits through a
Broker-Dealer to the Auction Agent one or more Orders covering in the aggregate
more than the number of Outstanding APS subject to an Auction held by such
Existing Holder, such Orders shall be considered valid in the following order of
priority:
(i) all Hold Orders for APS shall be
considered valid, but only up to and including in the aggregate the
number of Outstanding APS held by such Existing Holder, and if the
number of APS subject to such Hold Orders exceeds the number of
Outstanding APS held by such Existing Holder, the number of shares
subject to each such Hold Order shall be reduced pro rata to cover the
number of Outstanding APS held by such Existing Holder;
(ii) (A) any Bid for APS shall be considered
valid up to and including the excess of the number of Outstanding APS
held by such Existing Holder over the number of APS subject to any Hold
Orders referred to in clause (i) above;
(B) subject to subclause (A), if
more than one Bid for APS with the same rate is submitted on
behalf of such Existing Holder and the number of Outstanding
APS subject to such Bids is greater than such excess, such
Bids shall be
B-40
considered valid up to and including the amount of such
excess, and the number of APS subject to each Bid with the
same rate shall be reduced pro rata to cover the number of APS
equal to such excess;
(C) subject to subclauses (A) and
(B), if more than one Bid for the APS with different rates is
submitted on behalf of such Existing Holder, such Bids shall
be considered valid in the ascending order of their respective
rates up to and including the amount of such excess; and
(D) in any such event, the number,
if any, of such Outstanding APS subject to any portion of Bids
considered not valid in whole or in part under the clause (ii)
shall be treated as the subject of a Bid for APS by a
Potential Holder at the rate therein specified; and
(iii) all Sell Orders for the APS shall be
considered valid up to and including the excess of the number of
Outstanding APS held by such Existing Holder over the sum of the APS
subject to valid Hold Orders referred to in clause (i) above and valid
Bids by such Existing Holder referred to in clause (ii) above.
(e) If more than one Bid for APS is submitted on
behalf of any Potential Holder, each such Bid submitted shall be a separate Bid
with the rate and number of shares therein specified.
(f) An Order submitted by a Broker-Dealer to the
Auction Agent prior to the Submission Deadline on any Auction Date shall be
irrevocable.
4. Determination of Sufficient Clearing Bids, Winning Bid Rate
and Applicable Rate. (a) Not earlier than the Submission Deadline on each
Auction Date, the Auction Agent shall assemble all valid Orders submitted or
deemed submitted to it by the Broker-Dealers (each such Order as submitted or
deemed submitted by a Broker-Dealer being hereinafter referred to individually
as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as
the case may be, or as a "Submitted Order" and collectively as "Submitted Hold
Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as
"Submitted Orders" and shall for APS for which an Auction is being held
determine:
(i) the excess of the number of Outstanding
APS over the number of Outstanding APS subject to Submitted Hold Orders
(such excess being hereinafter referred to as the "Available APS");
(ii) from the Submitted Orders whether:
(A) the number of Outstanding APS
subject to Submitted Bids by Potential Holders specifying one
or more rates equal to or lower than the Maximum Rate
B-41
exceeds or is equal to the sum of
(B) the number of Outstanding APS
subject to Submitted Bids by Existing Holders specifying one
or more rates higher than the Maximum Rate; and
(C) the number of Outstanding APS
subject to Submitted Sell Orders
(in the event such excess or such equality exists (other than because the number
of APS in subclauses (B) and (C) above is zero because all of the Outstanding
APS are subject to Submitted Hold Orders), such Submitted Bids in subclause (A)
above being hereinafter referred to collectively as "Sufficient Clearing Bids");
and
(iii) if Sufficient Clearing Bids exist, the
lowest rate specified in such Submitted Bids (the "Winning Bid Rate")
which if:
(A) (I) each such Submitted Bid
from Existing Holders specifying such lowest rate and (II) all
other such Submitted Bids from Existing Holders specifying
lower rates were rejected, thus entitling such Existing
Holders to continue to hold the APS that are subject to such
Submitted Bids; and
(B) (I) each such Submitted Bid
from Potential Holders specifying such lowest rate and (II)
all other such Submitted Bids from Potential Holders
specifying lower rates were accepted;
would result in such Existing Holders described in subclause (A) above
continuing to hold an aggregate number of Outstanding APS which, when added to
the number of Outstanding APS to be purchased by such Potential Holders
described in subclause (B) above, would equal not less than the Available APS.
(b) Promptly after the Auction Agent has made the
determinations pursuant to paragraph (a) of this Section 4, the Auction Agent
shall advise the Fund of the Maximum Rate for which an Auction is being held on
the Auction Date and, based on such determination, the Applicable Rate for the
next succeeding Rate Period thereof as follows:
(i) if Sufficient Clearing Bids exist, that
the Applicable Rate for the next succeeding Rate Period thereof shall
be equal to the Winning Bid Rate so determined;
(ii) if Sufficient Clearing Bids do not
exist (other than because all of the Outstanding APS are subject to
Submitted Hold Orders), that the Applicable Rate for the next
succeeding Rate Period, which shall be a Minimum Dividend Period,
thereof shall be equal to the Maximum Rate; or
(iii) if all of the Outstanding APS are
subject to Submitted Hold Orders, that the Applicable Rate for such APS
for the next
B-42
succeeding Rate Period thereof shall be equal to the product of (A) (I)
the "AA" Composite Commercial Paper Rate on such Auction Date for such
Rate Period, if such Rate Period is less than one year or (II) the
Treasury Rate on such Auction Date for such Rate Period, if such Rate
Period is one year or greater and (B) 1 minus the maximum combined
marginal regular federal and California individual income tax rate
applicable to ordinary income (taking into account the federal income
tax deductibility of state and local income tax paid or incurred) or
the maximum marginal regular federal corporate income tax rate,
whichever is greater; provided, however, that if the Fund has notified
the Auction Agent of its intent to allocate to the APS in such Rate
Period any net capital gains or other income taxable for federal income
tax purposes, the Applicable Rate in respect of that portion of the
dividend on the APS for such Rate Period that represents the allocation
of net capital gains or other income taxable for federal income tax
purposes will be the rate described in the preceding clause (A)(I) or
(II), as applicable, without being multiplied by the factor set forth
in the preceding clause (B).
5. Acceptance and Rejection of Submitted Bids and Submitted
Sell Orders and Allocation of Shares. Existing Holders shall continue to hold
the APS that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to paragraph (a) of Section 4 of this Part II, the
Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the
Auction Agent shall take such other action as set forth below:
(a) If Sufficient Clearing Bids for APS have been
made, all Submitted Sell Orders shall be accepted and, subject to the provisions
of paragraphs (d) and (e) of this Section 5, Submitted Bids shall be accepted or
rejected as follows in the following order of priority and all other Submitted
Bids shall be rejected:
(i) Existing Holders' Submitted Bids for APS
specifying any rate that is higher than the Winning Bid Rate shall be
accepted, thus requiring each such Existing Holder to sell the APS
subject to such Submitted Bids;
(ii) Existing Holders' Submitted Bids for
APS specifying any rate that is lower than the Winning Bid Rate shall
be rejected, thus entitling each such Existing Holder to continue to
hold the APS subject to such Submitted Bids;
(iii) Potential Holders' Submitted Bids for
APS specifying any rate that is lower than the Winning Bid Rate shall
be accepted;
(iv) each Existing Holder's Submitted Bid
for APS specifying a rate that is equal to the Winning Bid Rate shall
be rejected, thus entitling such Existing Holder to continue to hold
the APS subject to such Submitted Bid, unless the number of Outstanding
APS subject to all such Submitted Bids shall be greater than the number
of APS ("remaining shares") in the excess of the Available APS over the
number of the APS subject to Submitted Bids described in clauses (ii)
and (iii) of this paragraph (a), in which event such
B-43
Submitted Bid of such Existing Holder shall be rejected in part, and
such Existing Holder shall be entitled to continue to hold APS subject
to such Submitted Bid, but only in an amount equal to the number of APS
obtained by multiplying the number of remaining shares by a fraction,
the numerator of which shall be the number of Outstanding APS held by
such Existing Holder subject to such Submitted Bid and the denominator
of which shall be the aggregate number of Outstanding APS subject to
such Submitted Bids made by all such Existing Holders that specified a
rate equal to the Winning Bid Rate; and
(v) each Potential Holder's Submitted Bid
for APS specifying a rate that is equal to the Winning Bid Rate shall
be accepted but only in an amount equal to the number of APS obtained
by multiplying the number of shares in the excess of the Available APS
over the number of the APS subject to Submitted Bids described in
clauses (ii) through (iv) of this paragraph (a) by a fraction, the
numerator of which shall be the number of Outstanding APS subject to
such Submitted Bid and the denominator of which shall be the aggregate
number of Outstanding APS subject to such Submitted Bids made by all
such Potential Holders that specified a rate equal to the Winning Bid
Rate; and
(b) If Sufficient Clearing Bids have not been made
(other than because all of the Outstanding APS are subject to Submitted Hold
Orders), subject to the provisions of paragraph (d) of this Section 5, Submitted
Orders shall be accepted or rejected as follows in the following order of
priority and all other Submitted Bids shall be rejected:
(i) Existing Holders' Submitted Bids for APS
specifying any rate that is equal to or lower than the Maximum Rate
shall be rejected, thus entitling such Existing Holders to continue to
hold the APS subject to such Submitted Bids;
(ii) Potential Holders' Submitted Bids for
APS specifying any rate that is equal to or lower than the Maximum Rate
shall be accepted; and
(iii) Each Existing Holder's Submitted Bid
for APS specifying any rate that is higher than the Maximum Rate and
the Submitted Sell Orders for APS of each Existing Holder shall be
accepted, thus entitling each Existing Holder that submitted any such
Submitted Bid or Submitted Sell Order to sell the APS subject to such
Submitted Bid or Submitted Sell Order, but in both cases only in an
amount equal to the number of APS obtained by multiplying the number of
APS subject to Submitted Bids described in clause (ii) of this
paragraph (b) by a fraction, the numerator of which shall be the number
of Outstanding APS held by such Existing Holder subject to such
Submitted Bid or Submitted Sell Order and the denominator of which
shall be the aggregate number of Outstanding APS subject to all such
Submitted Bids and Submitted Sell Orders.
B-44
(c) If all of the Outstanding APS are subject to
Submitted Hold Orders, all Submitted Bids shall be rejected.
(d) If, as a result of the procedures described in
clause (iv) or (v) of paragraph (a) or clause (iii) of paragraph (b) of this
Section 5, any Existing Holder would be entitled or required to sell, or any
Potential Holder would be entitled or required to purchase, a fraction of a
share of APS on any Auction Date, the Auction Agent shall, in such manner as it
shall determine in its sole discretion, round up or down the number of APS to be
purchased or sold by any Existing Holder or Potential Holder on such Auction
Date as a result of such procedures so that the number so purchased or sold by
each Existing Holder or Potential Holder on such Auction Date shall be whole
shares of APS.
(e) If, as a result of the procedures described in
clause (v) of paragraph (a) of this Section 5, any Potential Holder would be
entitled or required to purchase less than a whole share of APS on any Auction
Date, the Auction Agent shall, in such manner as it shall determine in its sole
discretion, allocate shares of APS for purchase among Potential Holders so that
only whole shares of APS are purchased on such Auction Date as a result of such
procedures by any Potential Holder, even if such allocation results in one or
more Potential Holders not purchasing the APS on such Auction Date.
(f) Based on the results of each Auction, the Auction
Agent shall determine the aggregate number of APS to be purchased and the
aggregate number of APS to be sold by Potential Holders and Existing Holders on
whose behalf each Broker-Dealer submitted Bids or Sell Orders and, with respect
to each Broker-Dealer, to the extent that such aggregate number of shares to be
purchased and such aggregate number of shares to be sold differ, determine to
which other Broker-Dealer or Broker-Dealers acting for one or more purchasers of
APS such Broker-Dealer shall deliver, or from which other Broker-Dealer or
Broker-Dealers acting for one or more sellers of APS such Broker-Dealer shall
receive, as the case may be, of APS.
6. Notification of Allocations. In normal circumstances,
whenever the Fund intends to include any net capital gains or other income
taxable for Federal income tax purposes in any dividend on the APS, the Fund may
notify the Auction Agent of the amount to be so included 15 days prior to the
Auction Date on which the Applicable Rate for such dividend is to be
established. Whenever the Auction Agent receives such notice from the Fund, it
will in turn notify each Broker-Dealer, who, on or prior to such Auction Date,
in accordance with its Broker-Dealer Agreement, will notify its Existing Holders
and Potential Holders believed by it to be interested in submitting an Order in
the Auction to be held on such Auction Date.
7. Miscellaneous. (a) To the extent permitted by applicable
law, the Board of Trustees may interpret or adjust the provisions of this
Certificate of Vote to resolve any inconsistency or ambiguity or to remedy any
formal defect, and may amend this Certificate of Vote with respect to the APS
prior to the issuance of the APS.
(b) An Existing Holder may sell, transfer or
otherwise dispose of APS only in whole shares and only pursuant to a Bid or Sell
Order in accordance with the procedures described in this Part II or to or
through a Broker-Dealer or to a Person that has delivered a
B-45
signed copy of a Master Purchaser's Letter to the Auction Agent; provided that,
in the case of all transfers other than pursuant to Auctions, such Existing
Holder, its Broker-Dealer or its Agent Member advises the Auction Agent of such
transfer.
(c) All of the APS outstanding from time to time
shall be represented by one global certificate registered in the name of the
Securities Depository or its nominee.
(d) Neither the Fund nor any affiliate thereof may
submit an Order in any Auction, except that any Broker-Dealer that is an
affiliate of the Fund may submit Orders in an Auction, but only if such Orders
are not for its own account.
B-46
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Vote
to be executed as of July 15, 1993.
-----------------------------
Weston B. Wetherell
Assistant Secretary
State of )
) ss
County of )
Then personally appeared before me Weston B. Wetherell, who
acknowledged the foregoing instrument to be his free act and deed and the free
act and deed in his capacity as Assistant Secretary of Van Kampen Merritt
California Value Municipal Income Trust.
Before me,
------------------------------
Notary Public
My commission expires:
------------------------------
B-47
APPENDIX C
ANNUAL REPORT OF THE ACQUIRING FUND, DATED OCTOBER 31, 2004
[To be filed by amendment]
C-1
APPENDIX D
ANNUAL REPORT OF VAN KAMPEN CALIFORNIA MUNICIPAL TRUST,
DATED JUNE 30, 2004
[To be filed by amendment]
D-1
APPENDIX E
SEMIANNUAL REPORT OF VAN KAMPEN CALIFORNIA MUNICIPAL TRUST,
DATED DECEMBER 31, 2004
[To be filed by amendment]
E-1
APPENDIX F
ANNUAL REPORT OF CALIFORNIA QUALITY MUNICIPAL TRUST,
DATED OCTOBER 31, 2004
[To be filed by amendment]
F-1
APPENDIX G
ANNUAL REPORT OF VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA
MUNICIPALS, DATED OCTOBER 31, 2004
[To be filed by amendment]
G-1
APPENDIX H
MORGAN STANLEY INVESTMENT MANAGEMENT
PROXY VOTING POLICY AND PROCEDURES
H-1
MORGAN STANLEY INVESTMENT MANAGEMENT
PROXY VOTING POLICY AND PROCEDURES
I. POLICY STATEMENT
Introduction -- Morgan Stanley Investment Management's ("MSIM") policy and
procedures for voting proxies ("Proxy Voting Policy and Procedures") with
respect to securities held in the accounts of clients applies to those MSIM
entities that provide discretionary investment management services and for which
a MSIM entity has authority to vote proxies. The policy and procedures and
general guidelines in this section will be reviewed and, updated, as necessary,
to address new or revised proxy voting issues. The MSIM entities covered by
these policies and procedures currently include the following: Morgan Stanley
Investment Advisors Inc., Morgan Stanley AIP GP LP, Morgan Stanley Investment
Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley
Investment Management Company, Morgan Stanley Asset & Investment Trust
Management Co., Limited, Morgan Stanley Investment Management Private Limited,
Morgan Stanley Hedge Fund Partners GP LP, Morgan Stanley Hedge Fund Partners LP,
Van Kampen Asset Management, and Van Kampen Advisors Inc. (each an "MSIM
Affiliate" and collectively referred to as the "MSIM Affiliates").
Each MSIM Affiliate will use its best efforts to vote proxies as part of
its authority to manage, acquire and dispose of account assets. With respect to
the MSIM registered management investment companies (Van Kampen, Institutional
and Advisor Funds)(collectively referred to as the "MSIM Funds"), each MSIM
Affiliate will vote proxies pursuant to authority granted under its applicable
investment advisory agreement or, in the absence of such authority, as
authorized by the Board of Directors or Trustees of the MSIM Funds. A MSIM
Affiliate will not vote proxies if the "named fiduciary" for an ERISA account
has reserved the authority for itself, or in the case of an account not governed
by ERISA, the Investment Management or Investment Advisory Agreement does not
authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will, in a prudent
and diligent manner, vote proxies in the best interests of clients, including
beneficiaries of and participants in a client's benefit plan(s) for which the
MSIM Affiliates manage assets, consistent with the objective of maximizing
long-term investment returns ("Client Proxy Standard"). In certain situations, a
client or its fiduciary may provide a MSIM Affiliate with a proxy voting policy.
In these situations, the MSIM Affiliate will comply with the client's policy
unless to do so would be inconsistent with applicable laws or regulations or the
MSIM Affiliate's fiduciary responsibility.
Proxy Research Services -- To assist the MSIM Affiliates in their
responsibility for voting proxies and the overall global proxy voting process,
Institutional Shareholder Services ("ISS") and the Investor Responsibility
Research Center ("IRRC") have been retained as experts in the proxy voting and
corporate governance area. ISS and IRRC are independent advisers that specialize
in providing a variety of fiduciary-level proxy-related services to
institutional investment managers, plan sponsors, custodians, consultants, and
other institutional investors. The services provided to MSIM Affiliates include
in-depth research, global issuer analysis, and voting recommendations. While the
MSIM Affiliates may review and utilize the ISS recommendations in making proxy
voting decisions, they are in no way obligated to follow the ISS
recommendations. In addition to research, ISS
H-2
provides vote execution, reporting, and recordkeeping. MSIM's Proxy Review
Committee (see Section IV.A. below) will carefully monitor and supervise the
services provided by the proxy research services.
Voting Proxies for Certain Non-US Companies -- While the proxy voting
process is well established in the United States and other developed markets
with a number of tools and services available to assist an investment manager,
voting proxies of non-US companies located in certain jurisdictions,
particularly emerging markets, may involve a number of problems that may
restrict or prevent a MSIM Affiliate's ability to vote such proxies. These
problems include, but are not limited to: (i) proxy statements and ballots being
written in a language other than English; (ii) untimely and/or inadequate notice
of shareholder meetings; (iii) restrictions on the ability of holders outside
the issuer's jurisdiction of organization to exercise votes; (iv) requirements
to vote proxies in person, (v) the imposition of restrictions on the sale of the
securities for a period of time in proximity to the shareholder meeting; and
(vi) requirements to provide local agents with power of attorney to facilitate
the MSIM Affiliate's voting instructions. As a result, clients' non-U.S. proxies
will be voted on a best efforts basis only, after weighing the costs and
benefits to MSIM's clients of voting such proxies, consistent with the Client
Proxy Standard. ISS has been retained to provide assistance to the MSIM
Affiliates in connection with voting their clients' non-US proxies.
II. GENERAL PROXY VOTING GUIDELINES
To ensure consistency in voting proxies on behalf of its clients, MSIM
Affiliates will follow (subject to any exception set forth herein) these Proxy
Voting Policies and Procedures, including the guidelines set forth below. These
guidelines address a broad range of issues, including board size and
composition, executive compensation, anti-takeover proposals, capital structure
proposals and social responsibility issues and are meant to be general voting
parameters on issues that arise most frequently. The MSIM Affiliates, however,
may, pursuant to the procedures set forth in Section IV. below, vote in a manner
that is not in accordance with the following general guidelines, provided the
vote is approved by the Proxy Review Committee and is consistent with the Client
Proxy Standard.
III. GUIDELINES
A. MANAGEMENT PROPOSALS
1. When voting on routine ballot items, unless otherwise determined by
the Proxy Review Committee, the following proposals will be voted in
support of management.
- Selection or ratification of auditors.
- Approval of financial statements, director and auditor reports.
- General updating/corrective amendments to the charter.
- Proposals to limit Directors' liability and/or broaden
indemnification of Directors.
H-3
- Proposals requiring that a certain percentage (up to 66 2/3%) of the
company's Board members be independent Directors.
- Proposals requiring that members of the company's compensation,
nominating and audit committees be comprised of independent or
unaffiliated Directors.
- Proposals recommending set retirement ages or requiring specific
levels of stock ownership by Directors.
- Proposals to eliminate cumulative voting.
- Proposals to eliminate preemptive rights.
- Proposals for confidential voting and independent tabulation of
voting results.
- Proposals related to the conduct of the annual meeting except those
proposals that relate to the "transaction of such other business
which may come before the meeting."
2. Election of Directors. In situations where no conflict exists, and
where no specific governance deficiency has been noted, unless
otherwise determined by the Proxy Review Committee, proxies will be
voted in support of nominees of management.
Unless otherwise determined by the Proxy Review Committee, a withhold
vote will be made where:
(i) A nominee has, or any time during the previous five years had,
a relationship with the issuer (e.g., investment banker,
counsel or other professional service provider, or familial
relationship with a senior officer of the issuer) that may
impair his or her independence.;
(ii) A direct conflict exists between the interests of the nominee
and the public shareholders; or
(iii) Where the nominees standing for election have not taken
action to implement generally accepted governance practices
for which there is a "bright line" test. These would include
elimination of dead hand or slow hand poison pills, requiring
Audit, Compensation or Nominating Committees to be composed
of independent directors and requiring a majority independent
board.
3. The following non-routine proposals, which potentially may have a
substantive financial or best interest impact on a shareholder, unless
otherwise determined by the Proxy Review Committee, will be voted in
support of management.
CAPITALIZATION CHANGES
- Proposals relating to capitalization changes that eliminate other
classes of stock and voting rights.
- Proposals to increase the authorization of existing classes of
common stock (or securities convertible into common stock) if: (i) a
clear and legitimate
H-4
business purpose is stated; (ii) the number of shares requested is
reasonable in relation to the purpose for which authorization is
requested; and (iii) the authorization does not exceed 100% of
shares currently authorized and at least 30% of the new
authorization will be outstanding.
- Proposals to create a new class of preferred stock or for issuances
of preferred stock up to 50% of issued capital.
- Proposals for share repurchase plans.
- Proposals to reduce the number of authorized shares of common or
preferred stock, or to eliminate classes of preferred stock.
- Proposals to effect stock splits.
- Proposals to effect reverse stock splits if management
proportionately reduces the authorized share amount set forth in the
corporate charter. Reverse stock splits that do not adjust
proportionately to the authorized share amount will generally be
approved if the resulting increase in authorized shares coincides
with the proxy guidelines set forth above for common stock
increases.
COMPENSATION
- Proposals relating to Director fees, provided the amounts are not
excessive relative to other companies in the country or industry.
- Proposals for employee stock purchase plans that permit discounts up
to 15%, but only for grants that are part of a broad based employee
plan, including all non-executive employees.
- Proposals for the establishment of employee stock option Plans and
other employee ownership plans.
- Proposals for the establishment of employee retirement and severance
plans
ANTI-TAKEOVER MATTERS
- Proposals to modify or rescind existing supermajority vote
requirements to amend the charters or bylaws.
- Proposals relating to the adoption of anti-greenmail provisions
provided that the proposal: (i) defines greenmail; (ii) prohibits
buyback offers to large block holders not made to all shareholders
or not approved by disinterested shareholders; and (iii) contains no
anti-takeover measures or other provisions restricting the rights of
shareholders.
4. The following non-routine proposals, which potentially may have a
substantive financial or best interest impact on a shareholder, unless
otherwise determined by
H-5
the Proxy Review Committee, will be voted against (notwithstanding
management support).
- Proposals to establish cumulative voting rights in the election of
directors.
- Proposals relating to capitalization changes that add classes of
stock which substantially dilute the voting interests of existing
shareholders.
- Proposals to increase the authorized number of shares of existing
classes of stock that carry preemptive rights or supervoting rights.
- Proposals to create "blank check" preferred stock.
- Proposals relating to changes in capitalization by 100% or more.
- Compensation proposals that allow for discounted stock options that
have not been offered to employees in general.
- Proposals to amend bylaws to require a supermajority shareholder
vote to pass or repeal certain provisions.
- Proposals to indemnify auditors.
5. The following types of non-routine proposals, which potentially may
have a substantive financial or best interest impact on an issuer,
will be voted as determined by the Proxy Review Committee.
CORPORATE TRANSACTIONS
- Proposals relating to mergers, acquisitions and other special
corporate transactions (i.e., takeovers, spin-offs, sales of assets,
reorganizations, restructurings and recapitalizations) will be
examined on a case-by-case basis. In all cases, ISS and IRRC
research and analysis will be used along with MSIM Affiliates'
research and analysis, including, among other things, MSIM internal
company-specific knowledge.
- Proposals relating to change-in-control provisions in non-salary
compensation plans, employment contracts, and severance agreements
that benefit management and would be costly to shareholders if
triggered.
- Proposals relating to shareholders rights plans that allow
appropriate offers to shareholders to be blocked by the board or
trigger provisions that prevent legitimate offers from proceeding.
- Proposals relating to Executive/Director stock option plans.
Generally, stock option plans should meet the following criteria:
(i) The stock option plan should be incentive based;
(ii) For mature companies, should be no more than 5% of the issued
capital at the time of approval;
(iii) For growth companies, should be no more than 10% of the
issued capital at the time of approval.
H-6
ANTI-TAKEOVER PROVISIONS
- Proposals requiring shareholder ratification of poison pills.
- Proposals relating to anti-takeover and related provisions that
serve to prevent the majority of shareholders from exercising their
rights or effectively deter the appropriate tender offers and other
offers.
B. SHAREHOLDER PROPOSALS
1. The following shareholder proposals will be supported, unless
otherwise determined by the Proxy Review Committee:
- Proposals requiring auditors to attend the annual meeting of
shareholders.
- Proposals requiring non-U.S. companies to have a separate Chairman
and CEO.
- Proposals requiring that members of the company's compensation,
nominating and audit committees be comprised of independent or
unaffiliated Directors.
- Proposals requiring that a certain percentage of the company's
members be comprised of independent and unaffiliated Directors.
- Proposals requiring diversity of Board membership relating to broad
based social, religious or ethnic groups.
- Proposals requiring confidential voting.
- Proposals to reduce or eliminate supermajority voting requirements.
- Proposals requiring shareholder approval for a shareholder rights
plan or poison pill.
- Proposals to require the company to expense stock options.
2. The following shareholder proposals will be voted as determined by the
Proxy Review Committee.
- Proposals that limit tenure of directors.
- Proposals to limit golden parachutes.
- Proposals requiring directors to own large amounts of stock to be
eligible for election.
- Proposals that request or require disclosure of executive
compensation in addition to the disclosure required by the
Securities and Exchange Commission ("SEC") regulations.
- Proposals that limit retirement benefits or executive compensation.
- Proposals requiring shareholder approval for bylaw or charter
amendments.
- Proposals requiring shareholder approval of executive compensation.
H-7
- Proposals requiring shareholder approval of golden parachutes.
- Proposals to eliminate certain anti-takeover related provisions.
- Proposals to prohibit payment of greenmail.
3. The following shareholder proposals generally will not be supported,
unless otherwise determined by the Proxy Review Committee.
- Proposals to declassify the Board of Directors (if management
supports a classified board).
- Proposals requiring a U.S. company to have a separate Chairman and
CEO.
- Proposal requiring that the company prepare reports that are costly
to provide or that would require duplicative efforts or expenditures
that are of a non-business nature or would provide no pertinent
information from the perspective of institutional shareholders.
- Proposals to add restrictions related to social, political or
special interest issues that impact the ability of the company to do
business or be competitive and that have a significant financial or
best interest impact to the shareholders.
- Proposals that require inappropriate endorsements or corporate
actions.
- Proposals requiring adherence to workplace standards that are not
required or customary in market(s) to which the proposals relate.
IV. ADMINISTRATION OF PROXY POLICY AND PROCEDURES
A. PROXY REVIEW COMMITTEE
1. The MSIM Proxy Review Committee ("Committee") is responsible for
creating and implementing MSIM's Proxy Voting Policy and Procedures
and, in this regard, has expressly adopted them.
(a) The Committee, which is appointed by MSIM's Chief Investment Officer
("CIO"), consists of senior investment professionals who represent
the different investment disciplines and geographic locations of the
firm. The Committee is responsible for establishing MSIM's proxy
voting policy and guidelines and determining how MSIM will vote
proxies on an ongoing basis.
(b) The Committee will periodically review and have the authority to
amend, as necessary, these Proxy Voting Policy and Procedures and
establish and direct voting positions consistent with the Client
Proxy Standard.
(c) The Committee will meet at least monthly to (among other matters):
(1) address any outstanding issues relating to MSIM's Proxy Voting
Policy and Procedures; and (2) review proposals at upcoming
shareholder meetings of MSIM portfolio companies in accordance with
this Policy including, as appropriate, the voting results of prior
shareholder meetings of the same issuer where a similar proposal was
presented to shareholders. The Committee, or its designee, will
timely communicate to ISS MSIM's Proxy
H-8
Voting Policy and Procedures (and any amendments to them and/or any
additional guidelines or procedures it may adopt).
(d)The Committee will meet on an ad hoc basis to (among other matters):
(1) authorize "split voting" (i.e., allowing certain shares of the
same issuer that are the subject of the same proxy solicitation and
held by one or more MSIM portfolios to be voted differently than
other shares) and/or "override voting" (i.e., voting all MSIM
portfolio shares in a manner contrary to the Proxy Voting Policy and
Procedures); (2) review and approve upcoming votes, as appropriate,
for matters for which specific direction has been provided in these
Policy and Procedures; and (3) determine how to vote matters for
which specific direction has not been provided in these Policy and
Procedures. Split votes will generally not be approved within a
single Global Investor Group team. The Committee may take into
account ISS and IRRC recommendations and research as well as any
other relevant information they may request or receive.
(e)In addition to the procedures discussed above, if the Committee
determines that an issue raises a potential material conflict of
interest, or gives rise to the appearance of a potential material
conflict of interest, the Committee will request a special committee
to review, and recommend a course of action with respect to, the
conflict(s) in question ("Special Committee"). The Special Committee
shall be comprised of the Chairman of the Proxy Review Committee, the
Compliance Director for the area of the firm involved or his/her
designee, a senior portfolio manager (if practicable, one who is a
member of the Proxy Review Committee) designated by the Proxy Review
Committee and MSIM's Chief Investment Officer or his/her designee.
The Special Committee may request the assistance of MSIM's General
Counsel or his/her designee and will have sole discretion to cast a
vote. In addition to the research provided by ISS and IRRC, the
Special Committee may request analysis from MSIM Affiliate investment
professionals and outside sources to the extent it deems appropriate.
(f)The Committee and the Special Committee, or their designee(s), will
document in writing all of their decisions and actions, which
documentation will be maintained by the Committee and the Special
Committee, or their designee(s), for a period of at least 6 years. To
the extent these decisions relate to a security held by a MSIM U.S.
registered investment company, the Committee and Special Committee,
or their designee(s), will report their decisions to each applicable
Board of Trustees/Directors of those investment companies at each
Board's next regularly scheduled Board meeting. The report will
contain information concerning decisions made by the Committee and
Special Committee during the most recently ended calendar quarter
immediately preceding the Board meeting.
(g)The Committee and Special Committee, or their designee(s), will
timely communicate to applicable portfolio managers, the Compliance
Departments and, as necessary to ISS, decisions of the Committee and
Special Committee so that, among other things, ISS will vote proxies
consistent with their decisions.
H-9
B. IDENTIFICATION OF MATERIAL CONFLICTS OF INTEREST
1. If there is a possibility that a vote may involve a material conflict
of interest, the vote must be decided by the Special Committee in
consultation with MSIM's General Counsel or his/her designee.
2. A material conflict of interest could exist in the following
situations, among others:
(a)The issuer soliciting the vote is a client of MSIM or an affiliate of
MSIM and the vote is on a material matter affecting the issuer;
(b)The proxy relates to Morgan Stanley common stock or any other
security issued by Morgan Stanley or its affiliates; or
(c)Morgan Stanley has a material pecuniary interest in the matter
submitted for a vote (e.g., acting as a financial advisor to a party
to a merger or acquisition for which Morgan Stanley will be paid a
success fee if completed).
C. PROXY VOTING REPORTS
(a)MSIM will promptly provide a copy of these Policy and Procedures to
any client requesting them. MSIM will also, upon client request,
promptly provide a report indicating how each proxy was voted with
respect to securities held in that client's account.
(b)MSIM's legal department is responsible for filing an annual Form N-PX
on behalf of each registered management investment company for which
such filing is required, indicating how all proxies were voted with
respect to such investment company's holdings.
H-10
APPENDIX I
PRO FORMA FINANCIAL STATEMENTS
The following presents the pro forma financial statements for the combination of
the Van Kampen Trust for Investment Grade California, Van Kampen California
Municipal Trust, Van Kampen California Quality Municipal Trust and the Van
Kampen California Value Municipal Income Trust. The statements are presented as
of October 31, 2004, the most recent interim period for which financial
information is currently available.
The unaudited Pro Forma Portfolio of Investments and Pro Forma Statement of
Assets and Liabilities reflect the financial position as if the transaction
occurred on October 31, 2004. The Pro Forma Statement of Operations reflects the
expenses for the twelve months ended October 31, 2004. The pro forma statements
give effect to the proposed exchange of Van Kampen California Value Municipal
Income Trust shares for the assets and liabilities of the Van Kampen Trust for
Investment Grade California, Van Kampen California Municipal Trust, and Van
Kampen California Quality Municipal Trust, with Van Kampen California Value
Municipal Income Trust being the surviving entity. The proposed transaction will
be accounted for as a tax-free reorganization in accordance with accounting
principles generally accepted in the United States. The historical cost basis of
the investments is carried over to the surviving entity. It is not anticipated
that Van Kampen California Value Municipal Income Trust will sell any securities
of Van Kampen Trust for Investment Grade California, Van Kampen California
Municipal Trust and Van Kampen California Quality Municipal Trust acquired in
the reorganization other than in the ordinary course of business.
I-1
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC) -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION
- ------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 152.0%
CALIFORNIA 146.1%
$ 1,020 $ 1,020 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
$ 2,000 2,000 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
1,610 1,610 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
$ 1,000 $ 1,390 1,000 3,390 Abag Fin Auth For Nonprofit Corp CA Ctf Part Childrens Hosp
Med Ctr (AMBAC Insd)
500 500 Abag Fin Auth For Nonprofit Corp CA Ctf Part Childrens Hosp
Med Ctr (AMBAC Insd)
1,000 1,000 2,000 Abag Fin Auth For Nonprofit Corp CA Insd Rev Ctf Lincoln
Glen Manor Sr Citizens (CA MTG Insd)
1,000 1,000 1,000 1,000 4,000 Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg
Utd Dominion Ser A Rfdg (AMT) (Asset Gty Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg
Utd Dominion Ser B Rfdg (Variable Rate Coupon) (Asset Gty
Insd)
1,205 1,205 Alameda Cnty, CA Wtr Dist Rev Rfdg (MBIA Insd)
1,400 1,400 Alhambra, CA City Elem Sch Dist Ser A (FSA Insd)
1,485 1,485 Anaheim, CA City Sch Dist Election 2002 (FGIC Insd)
3,540 3,540 Anaheim, CA Pub Fin Auth Lease Rev Cap Apprec Pub Impt Proj
Ser C (FSA Insd)
1,000 1,000 Bakersfield, CA Ctf Part Convention Ctr Expansion Proj
(MBIA Insd)
1,000 1,790 2,790 Banning, CA Cmnty Redev Agy Tax Alloc Merged Downtown
(Radian Insd)
2,510 2,510 Bay Area Govt Assn CA Lease West Sacramento Ser A (XLCA
Insd) (c)
2,000 1,000 2,000 5,000 Bay Area Toll Auth CA Toll Brdg Rev San Francisco Bay Area
Ser D
1,000 1,000 Benicia, CA Uni Sch Dist Ser B (MBIA Insd)
2,500 2,500 Beverly Hills, CA Pub Fin Auth Lease Rev Ser A (MBIA Insd)
1,610 1,610 Blythe, CA Redev Agy Redev Proj No 1 Tax Alloc Ser A Rfdg
(c)
1,725 1,725 Bonita, CA Uni Sch Dist Election 2004 Ser A (MBIA Insd) (c)
1,055 1,055 Borrego, CA Wtr Dist Ctf Part Wtr Sys Acquisition (c)
3,535 3,535 Brea, CA Redev Agy Tax Alloc Ser A Rfdg (AMBAC Insd) (c)
1,390 1,390 Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg (FSA
Insd) (c)
1,510 1,510 Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg (FSA
Insd) (c)
2,000 2,000 Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A
(AMBAC Insd)
1,500 1,500 Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A
(AMBAC Insd)
2,060 2,060 Burbank, CA Wastewtr Treatment Rev Ser A (AMBAC Insd)
2,060 2,060 Calexico, CA Uni Sch Dist Ser A (MBIA Insd) (c)
1,000 1,000 California Edl Fac Auth Rev Pooled College & Univ Ser B
1,000 1,000 2,000 California Edl Fac Auth Rev Pooled College & Univ Proj Ser B
1,000 1,000 2,000 California Edl Fac Auth Rev Pooled College & Univ Proj Ser B
505 505 1,005 505 2,520 California Edl Fac Auth Rev Student Ln CA Ln Pgm Ser A (AMT)
(MBIA Insd)
1,000 2,500 3,500 California Hlth Fac Fin Auth Rev Cedars Sinai Med Ctr Ser A
175 175 California Hlth Fac Fin Auth Rev Hlth Fac Small Fac Ln Ser A
(CA MTG Insd)
275 275 California Hlth Fac Fin Auth Rev Hlth Fac Small Fac Ln Ser A
(CA MTG Insd)
2,500 2,500 California Hlth Fac Fin Auth Rev Insd Hlth Fac Vlycare Ser A
(CA MTG Insd)
975 975 California Hsg Fin Agy Rev Home Mtg Ser M (AMT) (MBIA Insd)
1,000 1,000 1,000 3,000 California Hsg Fin Agy Rev Multi-Family Hsg III Ser A (AMT)
(MBIA Insd)
1,000 1,000 California Infrastructure & Econ Dev Bk Rev (MBIA Insd)
2,000 2,000 California Infrastructure & Econ Dev Bk Rev Bay Area Toll
Brdgs First Lien Ser A (FGIC Insd)
1,000 1,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Gas & Elec
Ser A Rfdg (MBIA Insd)
2,000 3,000 5,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Pacific Gas
& Elec Ser A Rfdg (AMT) (FGIC Insd)
VIC VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd) * 08/01/17 $ 583,634 $ 583,634
A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd) * 08/01/21 $ 904,260 904,260
A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd) * 08/01/22 682,559 682,559
Abag Fin Auth For Nonprofit Corp CA Ctf
Part Childrens Hosp Med Ctr (AMBAC Insd) 5.875% 12/01/19 $ 1,144,590 $ 1,590,980 1,144,590 3,880,160
Abag Fin Auth For Nonprofit Corp CA Ctf
Part Childrens Hosp Med Ctr (AMBAC Insd) 6.000 12/01/29 565,575 565,575
Abag Fin Auth For Nonprofit Corp CA Insd
Rev Ctf Lincoln
Glen Manor Sr Citizens (CA MTG Insd) 6.100 02/15/25 1,081,310 1,081,310 2,162,620
Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion Ser A
Rfdg (AMT) (Asset Gty Insd) 6.400 08/15/30 1,092,660 1,092,660 1,092,660 1,092,660 4,370,640
Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion Ser B
Rfdg (Variable Rate Coupon) (Asset Gty
Insd) 6.250 08/15/30 1,094,810 1,094,810
Alameda Cnty, CA Wtr Dist Rev Rfdg (MBIA
Insd) 4.750 06/01/20 1,236,655 1,236,655
Alhambra, CA City Elem Sch Dist Ser A
(FSA Insd) 5.600 09/01/24 1,565,942 1,565,942
Anaheim, CA City Sch Dist Election 2002
(FGIC Insd) 5.375 08/01/20 1,655,493 1,655,493
Anaheim, CA Pub Fin Auth Lease Rev Cap
Apprec Pub Impt Proj Ser C (FSA Insd) * 09/01/32 798,341 798,341
Bakersfield, CA Ctf Part Convention Ctr
Expansion Proj (MBIA Insd) 5.875 04/01/22 1,090,340 1,090,340
Banning, CA Cmnty Redev Agy Tax Alloc
Merged Downtown (Radian Insd) 5.000 08/01/23 1,027,530 1,839,279 2,866,809
Bay Area Govt Assn CA Lease West
Sacramento Ser A (XLCA Insd) (c) 5.000 09/01/24 2,634,195 2,634,195
Bay Area Toll Auth CA Toll Brdg Rev San
Francisco Bay Area Ser D 5.000 04/01/17 2,174,760 1,087,380 2,174,760 5,436,900
Benicia, CA Uni Sch Dist Ser B (MBIA
Insd) * 08/01/18 518,530 518,530
Beverly Hills, CA Pub Fin Auth Lease Rev
Ser A (MBIA Insd) 5.250 06/01/12 2,828,075 2,828,075
Blythe, CA Redev Agy Redev Proj No 1 Tax
Alloc Ser A Rfdg (c) 7.500 05/01/23 1,676,332 1,676,332
Bonita, CA Uni Sch Dist Election 2004 Ser
A (MBIA Insd) (c) 5.250 08/01/22 1,891,066 1,891,066
Borrego, CA Wtr Dist Ctf Part Wtr Sys
Acquisition (c) 7.000 04/01/27 1,110,472 1,110,472
Brea, CA Redev Agy Tax Alloc Ser A Rfdg
(AMBAC Insd) (c) 5.500 08/01/20 3,964,891 3,964,891
Brea & Olinda, CA Uni Sch Dist Ctf Part
Ser A Rfdg (FSA Insd) (c) 5.500 08/01/19 1,574,953 1,574,953
Brea & Olinda, CA Uni Sch Dist Ctf Part
Ser A Rfdg (FSA Insd) (c) 5.500 08/01/20 1,704,684 1,704,684
Burbank, CA Pub Fin Auth Rev Golden State
Redev Proj Ser A (AMBAC Insd) 5.250 12/01/19 2,207,300 2,207,300
Burbank, CA Pub Fin Auth Rev Golden State
Redev Proj Ser A (AMBAC Insd) 5.250 12/01/23 1,622,040 1,622,040
Burbank, CA Wastewtr Treatment Rev Ser A
(AMBAC Insd) 5.000 06/01/29 2,125,652 2,125,652
Calexico, CA Uni Sch Dist Ser A (MBIA
Insd) (c) 5.000 08/01/27 2,142,936 2,142,936
California Edl Fac Auth Rev Pooled
College & Univ Ser B 6.625 06/01/20 1,109,270 1,109,270
California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B 5.250 04/01/24 1,012,180 1,012,180 2,024,360
California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B 6.750 06/01/30 1,087,360 1,087,360 2,174,720
California Edl Fac Auth Rev Student Ln
CA Ln Pgm Ser A (AMT) (MBIA Insd) 6.000 03/01/16 536,628 536,628 1,067,943 536,628 2,677,827
California Hlth Fac Fin Auth Rev Cedars
Sinai Med Ctr Ser A 6.125 12/01/19 1,100,980 2,752,450 3,853,430
California Hlth Fac Fin Auth Rev Hlth Fac
Small Fac Ln Ser A (CA MTG Insd) 6.700 03/01/11 175,464 175,464
California Hlth Fac Fin Auth Rev Hlth Fac
Small Fac Ln Ser A (CA MTG Insd) 6.750 03/01/20 275,954 275,954
California Hlth Fac Fin Auth Rev Insd
Hlth Fac Vlycare Ser A (CA MTG Insd) 6.125 05/01/12 2,505,075 2,505,075
California Hsg Fin Agy Rev Home Mtg Ser M
(AMT) (MBIA Insd) 5.550 08/01/17 1,025,817 1,025,817
California Hsg Fin Agy Rev Multi-Family
Hsg III Ser A (AMT) (MBIA Insd) 5.850 08/01/17 1,048,140 1,048,140 1,048,140 3,144,420
California Infrastructure & Econ Dev Bk
Rev (MBIA Insd) 5.500 06/01/15 1,128,210 1,128,210
California Infrastructure & Econ Dev Bk
Rev Bay Area Toll Brdgs First Lien Ser
A (FGIC Insd) 5.000 07/01/29 2,064,500 2,064,500
California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Gas & Elec Ser A Rfdg (MBIA Insd) 5.900 06/01/14 1,187,840 1,187,840
California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Pacific Gas & Elec Ser A Rfdg
(AMT) (FGIC Insd) 3.500 12/01/23 2,046,780 3,070,170 5,116,950
I-2
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC) -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
4,500 1,000 6,200 11,700 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Southn CA Edison
Co (AMT) (AMBAC Insd)
215 215 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg Bkd
Secs Pgm Ser B (AMT) (GNMA Collateralized)
50 50 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg Bkd
Secs Pgm Ser C (AMT) (GNMA Collateralized)
70 70 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg Bkd
Secs Ser A2 (AMT) (GNMA Collateralized)
320 320 California Rural Home Mtg Fin Auth Single Family Mtg Rev Pgm Ser
B (AMT) (GNMA Collateralized)
60 60 120 California Rural Home Mtg Fin Auth Single Family Mtg Rev Ser C
(AMT) (GNMA Collateralized)
1,060 1,060 California Spl Dist Assn Fin Corp Ctf Part Spl Dist Fin Pgm Ser
KK (FSA Insd) (c)
2,110 2,110 California Spl Dists Fin Prog Ser 00 (MBIA Insd) (c)
2,400 2,400 California St (AMBAC Insd)
1,000 1,000 2,000 California St (CIFG Insd)
2,000 1,000 3,000 California St (FGIC Insd)
1,000 1,000 California St (MBIA Insd)
2,005 2,005 California St Cpn Muni Rcpts
2,555 2,555 California St Cpn Muni Rcpts
2,000 2,000 4,000 California St Dept Wtr Res Pwr Ser A (AMBAC Insd)
1,000 1,000 California St Dept Wtr Res Wtr Ser W
9,600 9,600 California St Prin Muni Rcpts (XLCA Insd)
1,585 1,585 California St Pub Wks Brd Dept Corrections Ser C
1,000 1,000 California St Pub Wks Brd Dept Corrections Ser C
3,000 3,000 California St Pub Wks Brd Energy Efficiency Rev Ser A (FSA Insd)
2,205 2,205 California St Pub Wks Brd Lease Rev Dept Corrections Ser E Rfdg
(XLCA Insd)
1,000 1,000 California St Pub Wks Brd Lease Rev Dept Hlth Svcs Ser A (MBIA
Insd)
2,340 2,340 California St Rfdg (FGIC Insd)
1,255 1,255 California St Rfdg (XLCA Insd)
1,000 1,000 California St Univ Fresno Assn Inc Rev Sr Aux Organization Event
Ctr
1,000 1,000 California St Univ Fresno Assn Sr Aux Organization Event Ctr
1,000 1,000 California St Univ Fresno Assn Sr Aux Organization Event Ctr
1,000 1,000 3,000 5,000 California St Vet Bd Ser BH (AMT) (FSA Insd)
2,000 1,000 2,000 2,000 7,000 California St Vet Bd Ser BH (AMT) (FSA Insd)
960 960 California St Vet Ser BJ (AMT)
2,000 2,000 California Statewide Cmntys Dev Auth Ctf Part (Acquired
11/23/99, Cost $2,000,000) (a)
1,325 1,325 California Statewide Cmntys Dev Auth Wtr & Wastewtr Rev Pooled
Fin Pgm Ser B (FSA Insd)
1,280 1,280 California Statewide Cmntys Dev Auth Wtr Rev Pooled Fin Pgm Ser
C (FSA Insd)
1,000 1,000 California Statewide Cmntys Dev Huntington Mem Hosp (Connie Lee
Insd)
2,000 2,000 Campbell, CA Redev Agy Tax Alloc Ctr Campbell Redev Proj Ser A
1,595 1,595 Cardiff, CA Sch Dist Cap Apprec (FGIC Insd) (c )
1,675 1,675 Cardiff, CA Sch Dist Cap Apprec (FGIC Insd) (c )
235 235 Carson, CA Impt Bond Act 1915 Assmt Dist No 92-1
2,000 2,000 Carson, CA Redev Agy Tax Alloc Ser A Rfdg (MBIA Insd)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A (MBIA
Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A (MBIA
Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A (MBIA
Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A (MBIA
Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A (MBIA
Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A (MBIA
Insd) (c)
2,000 2,000 Central Vly Fin Auth CA Cogeneration Proj Rev Carson Ice Gen
Proj Rev (MBIA Insd)
VIC VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
California Pollutn Ctl Fin Auth
Pollutn Ctl Rev Southn CA Edison
Co (AMT) (AMBAC Insd) 6.000 07/01/27 4,512,420 1,002,760 6,217,112 11,732,292
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Pgm
Ser B (AMT) (GNMA Collateralized) 6.150 06/01/20 219,038 219,038
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Pgm
Ser C (AMT) (GNMA Collateralized) 7.500 08/01/27 51,692 51,692
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Ser
A2 (AMT) (GNMA Collateralized) 7.950 12/01/24 70,701 70,701
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Pgm Ser B (AMT)
(GNMA Collateralized) 6.250 12/01/31 326,144 326,144
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Ser C (AMT)
(GNMA Collateralized) 7.800 02/01/28 62,071 62,071 124,142
California Spl Dist Assn Fin Corp Ctf
Part Spl Dist Fin Pgm Ser KK (FSA Insd)
(c) 5.800 11/01/29 1,185,451 1,185,451
California Spl Dists Fin Prog Ser 00
(MBIA Insd) (c) 5.250 12/01/26 2,243,584 2,243,584
California St (AMBAC Insd) 6.400 09/01/08 2,758,632 2,758,632
California St (CIFG Insd) 5.000 10/01/22 1,055,820 1,055,820 2,111,640
California St (FGIC Insd) 5.000 10/01/23 2,067,000 1,033,500 3,100,500
California St (MBIA Insd) 5.000 02/01/26 1,039,820 1,039,820
California St Cpn Muni Rcpts * 03/01/08 1,831,146 1,831,146
California St Cpn Muni Rcpts * 09/01/09 2,190,223 2,190,223
California St Dept Wtr Res Pwr Ser A
(AMBAC Insd) 5.500 05/01/16 2,284,560 2,284,560 4,569,120
California St Dept Wtr Res Wtr Ser W 5.500 12/01/17 1,130,590 1,130,590
California St Prin Muni Rcpts (XLCA Insd) * 09/01/09 8,280,576 8,280,576
California St Pub Wks Brd Dept
Corrections Ser C 5.000 06/01/09 1,729,219 1,729,219
California St Pub Wks Brd Dept
Corrections Ser C 5.500 06/01/23 1,089,060 1,089,060
California St Pub Wks Brd Energy
Efficiency Rev Ser A (FSA Insd) 5.250 05/01/08 3,038,310 3,038,310
California St Pub Wks Brd Lease Rev Dept
Corrections Ser E Rfdg (XLCA Insd) 5.000 06/01/18 2,402,017 2,402,017
California St Pub Wks Brd Lease Rev Dept
Hlth Svcs Ser A (MBIA Insd) 5.750 11/01/24 1,125,020 1,125,020
California St Rfdg (FGIC Insd) 5.000 02/01/23 2,456,087 2,456,087
California St Rfdg (XLCA Insd) 5.500 03/01/11 1,421,062 1,421,062
California St Univ Fresno Assn Inc Rev
Sr Aux Organization Event Ctr 6.000 07/01/22 1,060,320 1,060,320
California St Univ Fresno Assn Sr Aux
Organization Event Ctr 6.000 07/01/26 1,064,900 1,064,900
California St Univ Fresno Assn Sr Aux
Organization Event Ctr 6.000 07/01/31 1,055,770 1,055,770
California St Vet Bd Ser BH (AMT)
(FSA Insd) 5.400 12/01/15 1,025,850 1,025,850 3,077,550 5,129,250
California St Vet Bd Ser BH (AMT)
(FSA Insd) 5.400 12/01/16 2,051,700 1,025,850 2,051,700 2,051,700 7,180,950
California St Vet Ser BJ (AMT) 5.700 12/01/32 984,922 984,922
California Statewide Cmntys Dev Auth Ctf
Part (Acquired 11/23/99, Cost $2,000,000)
(a) 7.250 11/01/29 2,092,480 2,092,480
California Statewide Cmntys Dev Auth Wtr
& Wastewtr Rev Pooled Fin Pgm Ser B (FSA
Insd) 5.250 10/01/23 1,433,226 1,433,226
California Statewide Cmntys Dev Auth Wtr
Rev Pooled Fin Pgm Ser C (FSA Insd) 5.250 10/01/28 1,356,134 1,356,134
California Statewide Cmntys Dev
Huntington Mem Hosp (Connie Lee Insd) 5.750 07/01/16 1,079,820 1,079,820
Campbell, CA Redev Agy Tax Alloc Ctr
Campbell Redev Proj Ser A 6.550 10/01/32 2,163,960 2,163,960
Cardiff, CA Sch Dist Cap Apprec (FGIC
Insd) (c ) * 08/01/24 590,341 590,341
Cardiff, CA Sch Dist Cap Apprec (FGIC
Insd) (c ) * 08/01/25 581,242 581,242
Carson, CA Impt Bond Act 1915 Assmt Dist
No 92-1 7.375 09/02/22 239,263 239,263
Carson, CA Redev Agy Tax Alloc Ser A Rfdg
(MBIA Insd) 5.000 10/01/23 2,129,000 2,129,000
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/27 328,147 328,147
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/28 309,192 309,192
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/30 274,711 274,711
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/31 259,228 259,228
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/32 244,928 244,928
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/33 231,615 231,615
Central Vly Fin Auth CA Cogeneration Proj
Rev Carson Ice Gen Proj Rev (MBIA Insd) 5.000 07/01/17 2,163,580 2,163,580
I-3
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC) -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION
- ------------------------------------------------------------------------------------------------------------------------------------
3,140 3,140 Cerritos, CA Cmnty College Dist Election 2004 Ser A (MBIA Insd) (c)
1,000 1,500 2,500 Chaffey, CA Uni High Sch Dist Ser C (FSA Insd)
1,440 1,440 Chino Basin, CA Regl Fin Auth Rev Muni Wtr Dist Swr Sys Proj
(AMBAC Insd)
1,700 1,700 Chino Vly Uni Sch Dist CA Ctf Part Ser A Rfdg (FSA Insd)
2,000 2,000 Chula Vista, CA Indl Dev Rev San Diego Gas Ser A
2,385 2,385 Chula Vista, CA Redev Agy Tax Alloc Sr Bayfront Ser D Rfdg
1,000 1,000 Coachella, CA Redev Agy Tax Alloc Proj Area No 3 Rfdg
2,900 2,900 Colton, CA Jt Uni Sch Dist Ser A (FGIC Insd)
1,000 1,000 2,000 Colton, CA Redev Agy Tax Alloc Mt Vernon Corridor Redev Proj
2,000 2,000 Commerce, CA Jt Pwr Fin Auth Lease Rev Cmntys Ctr Proj (XLCA Insd)
1,600 1,600 Commerce, CA Jt Pwr Fin Cmnty Ctr Proj (XLCA Insd)
1,580 1,580 Commerce, CA Refuse Energy Auth Rev Rfdg (MBIA Insd) (c) (d)
1,230 1,230 Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd)
1,110 1,110 Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd)
1,965 1,965 Contra Costa Cnty, CA Ctf Part Merrithew Mem Hosp Proj Rfdg (MBIA Insd)
1,000 1,000 Corona, CA Ctf Part Clearwater Cogeneration Proj (MBIA Insd)
1,250 1,250 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd)
1,595 1,595 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd)
1,735 1,735 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd) (c)
1,360 1,360 Csuci Fin Auth Rev CA East Campus Cmnty Ser A (LOC - Citibank)
(MBIA Insd)
615 615 Davis, CA Pub Fac Fin Auth Loc Agy Rev Mace Ranch Area Ser A
1,245 1,245 Duarte, CA Multi-Family Rev Hsg Heritage Park Apt Ser A (AMT) (FNMA
Collateralized)
1,000 1,000 Duarte, CA Redev Agy Tax Alloc Davis Addition Proj Area Rfdg
1,000 1,000 2,000 East Bay, CA Muni Util Dist Wtr Sys Rev (MBIA Insd)
2,445 2,000 4,445 East Bay, CA Muni Util Dist Wtr Sys Rev Sub
1,280 1,280 El Cerrito, CA Redev Agy Tax Alloc Redev Proj Area Ser B Rfdg (AMT)
(MBIA Insd) (c)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd)
1,220 1,220 Emeryville, CA Pub Fin Auth Rev Assmt Dist Refin
1,000 1,000 Emeryville, CA Pub Fin Auth Shellmound Pk Redev & Hsg Proj B (MBIA Insd)
1,000 1,000 1,000 3,000 Fairfield Suisun, CA Uni Sch Dist Spl Tax Cmnty Fac Dist No 5 New Sch
(FSA Insd)
2,155 3,000 5,155 Florin, CA Res Consv Dist Cap Impt Elk Grove Wtr Svc Ser A (MBIA Insd)
1,000 1,000 1,000 3,000 Folsom, CA Spl Tax Cmnty Fac Dist No 2 Rfdg (Connie Lee Insd)
1,010 1,010 Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1 Cap Apprec Ser A
(AMBAC Insd) (c)
1,060 1,060 Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1 Cap Apprec Ser A
(AMBAC Insd) (c)
1,950 1,950 Fontana, CA Redev Agy Tax Alloc Southwest Indl Pk Proj (MBIA Insd)
1,000 1,000 Fontana, CA Redev Agy Tax Alloc Southeast Indl Pk Proj Rfdg (MBIA Insd)
10,000 10,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
15,000 15,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
VIC VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Cerritos, CA Cmnty College Dist Election
2004 Ser A (MBIA Insd) (c) 5.000 08/01/27 3,256,368 3,256,368
Chaffey, CA Uni High Sch Dist Ser C
(FSA Insd) 5.000 05/01/27 1,036,080 1,554,120 2,590,200
Chino Basin, CA Regl Fin Auth Rev Muni
Wtr Dist Swr Sys Proj (AMBAC Insd) 7.000 08/01/08 1,680,293 1,680,293
Chino Vly Uni Sch Dist CA Ctf Part Ser
A Rfdg (FSA Insd) 5.375 09/01/20 1,895,653 1,895,653
Chula Vista, CA Indl Dev Rev San Diego
Gas Ser A 5.300 07/01/21 2,144,880 2,144,880
Chula Vista, CA Redev Agy Tax Alloc Sr
Bayfront Ser D Rfdg 8.625 09/01/24 2,682,338 2,682,338
Coachella, CA Redev Agy Tax Alloc Proj
Area No 3 Rfdg 5.875 12/01/28 1,023,010 1,023,010
Colton, CA Jt Uni Sch Dist Ser A
(FGIC Insd) 5.500 08/01/22 3,248,261 3,248,261
Colton, CA Redev Agy Tax Alloc Mt Vernon
Corridor Redev Proj 6.300 09/01/36 1,064,650 1,064,650 2,129,300
Commerce, CA Jt Pwr Fin Auth Lease Rev
Cmntys Ctr Proj (XLCA Insd) 5.000 10/01/34 2,039,920 2,039,920
Commerce, CA Jt Pwr Fin Cmnty Ctr Proj
(XLCA Insd) 5.000 10/01/29 1,639,568 1,639,568
Commerce, CA Refuse Energy Auth Rev Rfdg
(MBIA Insd) (c) (d) 5.000 07/01/06 1,622,897 1,622,897
Compton, CA Uni Sch Dist Election of
2002 Ser B (MBIA Insd) 5.500 06/01/25 1,364,833 1,364,833
Compton, CA Uni Sch Dist Election of
2002 Ser B (MBIA Insd) 5.000 06/01/29 1,148,861 1,148,861
Contra Costa Cnty, CA Ctf Part Merrithew
Mem Hosp Proj Rfdg (MBIA Insd) 5.500 11/01/22 2,153,424 2,153,424
Corona, CA Ctf Part Clearwater
Cogeneration Proj (MBIA Insd) 5.000 09/01/17 1,086,590 1,086,590
Corona Norco, CA Uni Sch Dist Cap
Apprec Ser B (FSA Insd) * 09/01/16 754,075 754,075
Corona Norco, CA Uni Sch Dist Cap
Apprec Ser B (FSA Insd) * 09/01/17 909,325 909,325
Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd) (c) * 09/01/18 934,055 934,055
Csuci Fin Auth Rev CA East Campus
Cmnty Ser A (LOC - Citibank) (MBIA Insd) 5.125 09/01/21 1,446,075 1,446,075
Davis, CA Pub Fac Fin Auth Loc Agy Rev
Mace Ranch Area Ser A 6.500 09/01/15 656,445 656,445
Duarte, CA Multi-Family Rev Hsg Heritage
Park Apt Ser A (AMT) (FNMA Collateralized 5.850 05/01/30 1,293,779 1,293,779
Duarte, CA Redev Agy Tax Alloc Davis
Addition Proj Area Rfdg 6.700 09/01/14 1,078,020 1,078,020
East Bay, CA Muni Util Dist Wtr Sys Rev
(MBIA Insd) 5.000 06/01/21 1,054,720 1,054,720 2,109,440
East Bay, CA Muni Util Dist Wtr Sys Rev
Sub 5.250 06/01/19 2,668,937 2,183,180 4,852,117
El Cerrito, CA Redev Agy Tax Alloc Redev
Proj Area Ser B Rfdg (AMT) (MBIA Insd) (c) 5.250 07/01/15 1,411,725 1,411,725
El Monte, CA Wtr Auth Rev Wtr Sys Proj
(AMBAC Insd) 5.600 09/01/29 1,095,480 1,095,480
El Monte, CA Wtr Auth Rev Wtr Sys Proj
(AMBAC Insd) 5.600 09/01/34 1,095,810 1,095,810
Emeryville, CA Pub Fin Auth Rev Assmt Dist
Refin 5.900 09/02/21 1,244,998 1,244,998
Emeryville, CA Pub Fin Auth Shellmound Pk
Redev & Hsg Proj B (MBIA Insd) 5.000 09/01/19 1,074,820 1,074,820
Fairfield Suisun, CA Uni Sch Dist Spl Tax
Cmnty Fac Dist No 5 New Sch (FSA Insd) 5.375 08/15/29 1,065,440 1,065,440 1,065,440 3,196,320
Florin, CA Res Consv Dist Cap Impt Elk
Grove Wtr Svc Ser A (MBIA Insd) 5.000 09/01/33 2,209,996 3,076,560 5,286,556
Folsom, CA Spl Tax Cmnty Fac Dist No 2
Rfdg (Connie Lee Insd) 5.250 12/01/19 1,102,130 1,102,130 1,102,130 3,306,390
Folsom Cordova, CA Uni Sch Dist Fac Impt
Dist No 1 Cap Apprec Ser A (AMBAC Insd) (c) * 10/01/19 511,252 511,252
Folsom Cordova, CA Uni Sch Dist Fac Impt
Dist No 1 Cap Apprec Ser A (AMBAC Insd) (c) * 10/01/21 475,410 475,410
Fontana, CA Redev Agy Tax Alloc Southwest
Indl Pk Proj (MBIA Insd) 5.200 09/01/30 2,044,380 2,044,380
Fontana, CA Redev Agy Tax Alloc Southeast
Indl Pk Proj Rfdg (MBIA Insd) 5.000 09/01/22 1,060,100 1,060,100
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Rfdg * 01/15/25 3,046,400 3,046,400
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Rfdg * 01/15/26 4,312,650 4,312,650
I-4
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC) -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION
- ------------------------------------------------------------------------------------------------------------------------------------
1,000 4,000 6,000 11,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
5,000 5,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
2,950 2,950 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Sr Lien Ser A
(Escrowed to Maturity)
2,500 3,000 5,500 Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap Apprec Rfdg (b)
3,000 1,000 2,000 6,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap Apprec Sr Lien
Ser A (Escrowed to Maturity) (b)
1,000 1,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Rfdg
1,000 1,000 Galt Schs Jt Pwrs Auth CA Rev High Sch & Elem Sch Ser A Rfdg (MBIA
Insd)
1,115 1,115 Garden Grove, CA Pub Fin Auth Rev Ctfs Partn Wtr Svcs Cap Impt Pgm
(FSA Insd)
1,000 1,500 2,500 Glendale, CA Uni Sch Dist Ser C Indl No 1 (FSA Insd)
1,680 1,680 Glendale, CA Uni Sch Dist Ser D (MBIA Insd) (c)
1,400 1,400 Hawaii Desert, CA Mem Hlthcare Dist Rev Rfdg
1,000 1,000 Huntington Park, CA Pub Fin Auth Lease Rev Wastewtr Sys Proj Ser A
1,000 1,000 1,000 3,000 Imperial Irr Dist CA Ctf Part Elec Sys Proj (FSA Insd)
1,000 2,000 3,000 Industry, CA Urban Dev Agy Tax Alloc Civic Rev Indl No 1 Rfdg (MBIA
Insd)
1,000 1,000 Inland Empire Solid Waste Fin Auth CA Rev Landfill Impt Fin Proj Ser B
(AMT) (Prerefunded @ 08/01/06) (FSA Insd)
1,000 1,435 1,000 3,435 Irvine, CA Pub Fac & Infrastructure Auth Assmt Rev Ser B (AMBAC Insd)
800 800 Kern, CA Cmnty College Sch Fac Impt Dist Mammoth Campus Ser A (AMBAC
Insd) (c)
1,000 1,000 Kern, CA Cmnty College Sch Fac Impt Dist Mammoth Campus/Kern Cmnty
(AMBAC Insd)
1,000 1,000 La Quinta, CA Fin Auth Loc Ser A (AMBAC Insd)
1,420 1,420 La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1 (AMBAC Insd)
1,600 1,600 La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1 Rfdg (MBIA Insd)
1,500 1,500 La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1 (AMBAC Insd)
1,000 1,000 Laguna Hills, CA Ctf Part Cmnty Ctr Proj (MBIA Insd)
1,105 1,105 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (c)
1,145 1,145 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (c)
1,020 1,020 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd)
1,255 1,255 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (c)
1,000 1,000 Loma Linda, CA Redev Agy Tax Loma Linda Redev Proj Rfdg (MBIA Insd)
1,000 1,000 Long Beach, CA Bd Fin Auth Lease Rev Rainbow Harbor Refin Proj Ser A
(AMBAC Insd)
1,685 1,685 Long Beach, CA Bd Fin Auth North Long Beach Redev Proj Ser A (AMBAC
Insd)
3,555 3,555 Long Beach, CA Hbr Rev Ser A (AMT) (FGIC Insd)
1,000 1,000 2,000 Los Angeles, CA Cmnty College Dist Ser A (MBIA Insd)
1,000 1,000 Los Angeles, CA Ctf Part Dept Pub Social Svcs Ser A (AMBAC Insd)
1,000 1,000 2,000 Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L. A. (AMBAC Insd)
1,000 1,000 Los Angeles, CA Uni Sch Dist 1997 Election Ser E (Prerefunded @
07/01/12) (MBIA Insd)
1,000 1,000 Los Angeles, CA Uni Sch Dist Ser A (FSA Insd)
2,000 2,000 Los Angeles Cnty, CA Met Tran Auth Sales Tax Rev Prop A First Tier Sr
Ser C Rfdg (AMBAC Insd)
1,473 1,473 Los Angeles, CA Multi-Family Rev Hsg Earthquake Rehab Proj Ser A (AMT)
(FNMA Collateralized)
1,850 1,850 Los Angeles Cnty, CA Pension Oblig Ctf Ltd Muni Oblig Ser A (MBIA Insd)
1,250 1,250 Los Angeles Cnty, CA Sch Regionalized Business Svc Ctf LA Cnty Sch
Pooled Fin Proj Ser A (FSA Insd)
1,200 1,200 Los Angeles Cnty, CA Sch Regionalized Business Svc Ctf Part Cap Apprec
Pooled Fin Ser A (AMBAC Insd)
517 517 Los Angeles Cnty, CA Tran Comm Lease Rev Dia RR Lease Ltd (FSA Insd)
VIC VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Rfdg * 01/15/30 224,020 896,080 1,344,120 2,464,220
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Rfdg * 01/15/31 1,053,350 1,053,350
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Sr Lien Ser A
(Escrowed to Maturity) * 01/01/27 977,364 977,364
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Conv Cap Apprec Rfdg (b) 0/5.875 01/15/27 1,997,175 2,396,610 4,393,785
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Conv Cap Apprec Sr Lien Ser A
(Escrowed to Maturity) (b) 0/7.050 01/01/10 3,559,140 1,186,380 2,372,760 7,118,280
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Rfdg 5.750 01/15/40 1,011,950 1,011,950
Galt Schs Jt Pwrs Auth CA Rev High Sch &
Elem Sch Ser A Rfdg (MBIA Insd) 5.750 11/01/16 1,121,580 1,121,580
Garden Grove, CA Pub Fin Auth Rev Ctfs
Partn Wtr Svcs Cap Impt Pgm (FSA Insd) 5.000 12/15/23 1,183,662 1,183,662
Glendale, CA Uni Sch Dist Ser C Indl
No 1 (FSA Insd) 5.500 09/01/19 1,119,380 1,679,070 2,798,450
Glendale, CA Uni Sch Dist Ser D (MBIA
Insd) (c) 5.250 09/01/17 1,865,993 1,865,993
Hawaii Desert, CA Mem Hlthcare Dist Rev
Rfdg 5.500 10/01/19 1,382,836 1,382,836
Huntington Park, CA Pub Fin Auth Lease
Rev Wastewtr Sys Proj Ser A 6.200 10/01/25 1,044,610 1,044,610
Imperial Irr Dist CA Ctf Part Elec Sys
Proj (FSA Insd) 5.250 11/01/23 1,080,780 1,080,780 1,080,780 3,242,340
Industry, CA Urban Dev Agy Tax Alloc
Civic Rev Indl No 1 Rfdg (MBIA Insd) 5.500 05/01/14 1,085,540 2,171,080 3,256,620
Inland Empire Solid Waste Fin Auth CA
Rev Landfill Impt Fin Proj Ser B (AMT)
(Prerefunded @ 08/01/06) (FSA Insd) 6.000 08/01/16 1,086,990 1,086,990
Irvine, CA Pub Fac & Infrastructure Auth
Assmt Rev Ser B (AMBAC Insd) 5.000 09/02/22 1,037,190 1,488,368 1,037,190 3,562,748
Kern, CA Cmnty College Sch Fac Impt Dist
Mammoth Campus Ser A (AMBAC Insd) (c) 5.000 08/01/19 861,760 861,760
Kern, CA Cmnty College Sch Fac Impt Dist
Mammoth Campus/Kern Cmnty (AMBAC Insd) * 08/01/22 423,730 423,730
La Quinta, CA Fin Auth Loc Ser A (AMBAC
Insd) 5.250 09/01/24 1,083,430 1,083,430
La Quinta, CA Redev Agy Tax Alloc Redev
Proj Area No 1 (AMBAC Insd) 5.000 09/01/22 1,513,649 1,513,649
La Quinta, CA Redev Agy Tax Alloc Red
Area No 1 Rfdg (MBIA Insd) 7.300 09/01/08 1,888,704 1,888,704
La Quinta, CA Redev Agy Tax Alloc Redev
Proj Area No 1 (AMBAC Insd) 5.125 09/01/32 1,560,705 1,560,705
Laguna Hills, CA Ctf Part Cmnty Ctr Proj
(MBIA Insd) 5.000 12/01/18 1,081,170 1,081,170
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) (c) * 08/01/20 530,245 530,245
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) (c) * 08/01/21 517,609 517,609
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) * 08/01/24 377,522 377,522
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) (c) * 08/01/25 435,498 435,498
Loma Linda, CA Redev Agy Tax Loma Linda
Redev Proj Rfdg (MBIA Insd) 5.125 07/01/30 1,050,100 1,050,100
Long Beach, CA Bd Fin Auth Lease Rev
Rainbow Harbor Refin Proj Ser A (AMBAC
Insd) 5.250 05/01/24 1,073,250 1,073,250
Long Beach, CA Bd Fin Auth North Long
Beach Redev Proj Ser A (AMBAC Insd) 5.375 08/01/21 1,855,303 1,855,303
Long Beach, CA Hbr Rev Ser A (AMT)
(FGIC Insd) 5.250 05/15/18 3,766,985 3,766,985
Los Angeles, CA Cmnty College Dist Ser A
(MBIA Insd) 5.000 06/01/26 1,030,250 1,030,250 2,060,500
Los Angeles, CA Ctf Part Dept Pub Social
Svcs Ser A (AMBAC Insd) 5.500 08/01/31 1,083,490 1,083,490
Los Angeles, CA Ctf Part Sr Sonnenblick
Del Rio W L. A. (AMBAC Insd) 6.000 11/01/19 1,158,960 1,158,960 2,317,920
Los Angeles, CA Uni Sch Dist 1997
Election SerE (Prerefunded @ 07/01/12)
(MBIA Insd) 5.500 07/01/17 1,137,100 1,137,100
Los Angeles, CA Uni Sch Dist Ser A
(FSA Insd) 5.250 07/01/20 1,097,310 1,097,310
Los Angeles Cnty, CA Met Tran Auth Sales
Tax Rev Prop A First Tier Sr Ser C Rfdg
(AMBAC Insd) 5.000 07/01/23 2,079,900 2,079,900
Los Angeles, CA Multi-Family Rev Hsg
Earthquake Rehab Proj Ser A (AMT) (FNMA
Collateralized) 5.700 12/01/27 1,538,571 1,538,571
Los Angeles Cnty, CA Pension Oblig Ctf
Ltd Muni Oblig Ser A (MBIA Insd) 6.900 06/30/08 2,147,313 2,147,313
Los Angeles Cnty, CA Sch Regionalized
Business Svc Ctf LA Cnty Sch Pooled Fin
Proj Ser A (FSA Insd) 5.000 09/01/28 1,289,113 1,289,113
Los Angeles Cnty, CA Sch Regionalized
Business Svc Ctf Part Cap Apprec Pooled
Fin Ser A (AMBAC Insd) * 08/01/26 387,408 387,408
Los Angeles Cnty, CA Tran Comm Lease Rev
Dia RR
Lease Ltd (FSA Insd) 7.375 12/15/06 520,603 520,603
I-5
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC) -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION
- ------------------------------------------------------------------------------------------------------------------------------------
2,000 2,000 Los Angeles, CA Cmnty Redev Agy Cmnty Redev Fin Auth Rev Bunker Hill
Proj Ser A (FSA Insd)
1,900 1,900 Los Angeles, CA Ctf Part
1,000 1,000 Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L. A. (AMBAC Insd)
2,000 2,000 Los Angeles, CA Dept Wtr & Pwr Sys Ser C (MBIA Insd)
1,468 1,468 Los Angeles, CA Multi-Family Rev Hsg Earthquake Rehab Proj Ser A
(AMT) (FNMA Collateralized)
460 460 Los Angeles, CA Single Family Home Mtg Rev Pgm Ser A (AMT) (GNMA
Collateralized)
1,000 1,000 Los Angeles, CA Wtr & Pwr Rev Ser A
1,000 1,000 Los Angeles, CA Wtr & Pwr Rev Sys Ser A (MBIA Insd)
1,000 1,000 2,000 Los Gatos, CA Jt Uni High Sch Election of 1998 Ser C (FSA Insd)
1,000 1,000 Lucia Mar Uni Sch Dist Election 2004 Ser A (FGIC Insd)
1,190 1,190 Lynwood, CA Util Auth Enterp Rev (FSA Insd) (c )
3,650 3,650 Manhattan Beach, CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
1,000 1,000 2,000 Mendocino Cnty, CA Ctf Part Cnty Pub Fac Corp (MBIA Insd)
1,000 2,400 3,400 Metropolitan Wtr Dist Southn CA Auth Ser B2 (FGIC Insd)
3,720 3,720 Midpeninsula Regl Open Space Dist CA Fin Auth Rev (AMBAC Insd) (c)
3,240 3,240 Midpeninsula Regl Open Space Dist CA Fin Auth Rev Cap Apprec Second
Issue (AMBAC Insd)
1,710 1,710 Modesto, CA Irr Dist Ctf Part Cap Impts Ser A (FSA Insd)
2,000 2,000 Montclair, CA Redev Agy Mobile Home Pk Rev Hacienda Mobile Home Pk
Proj
1,405 1,405 Moorpark, CA Uni Sch Dist Ser A (FSA Insd) (c)
1,000 1,000 Moorpark, CA Uni Sch Dist Ser A (FSA Insd)
3,180 3,180 Mount Diablo, CA Uni Sch Dist (FSA Insd)
1,110 1,110 Mountain View Los Altos, CA Uni High Sch Dist Cap Apprec Ser D
(FSA Insd) (c )
1,730 1,730 National City, CA Cmnty Dev Commn Tax Alloc National City Redev
Proj Ser A (AMBAC Insd) (c)
2,000 2,000 Needles, CA Pub Util Auth Util Sys Acquisition Proj Ser A
1,000 1,000 Oakland, CA Uni Sch Dist Alameda Cnty (FSA Insd)
2,000 2,000 Oakland, CA Uni Sch Dist Alameda Cnty Ctf Part Energy Retrofit Proj
(Prerefunded @ 11/15/06) (Acquired 5/24/96, Cost $1,908,220) (a)
1,000 1,000 Oakland, CA Uni Sch Dist Alameda Cnty Ctf Part Om-Energy Retrofit
Proj (Prerefunded @ 11/15/05) (Acquired 1/22/02, Cost $1,153,610)
(a)
2,000 1,000 3,000 Oxnard, CA Harbor Dist Rev Ser B
1,000 1,000 Oxnard, CA Uni High Sch Dist Ser A Rfdg (MBIA Insd)
1,965 1,965 Pacifica, CA Wastewater Rev Rfdg (AMBAC Insd) (c)
1,230 1,230 Palm Desert, CA Fin Auth Tax Alloc Rev Proj Area No 2 Ser A Rfdg
(MBIA Insd) ( c)
1,100 1,100 Pasadena, CA Area Cmnty College Dist Election of 2002 Ser A (FGIC
Insd)
870 870 Pasadena, CA Spl Tax Cmnty Fac Dist No 1 Civic Ctr West (Escrowed to
Maturity)
1,040 1,040 Perris, CA Pub Fin Auth Rev Tax Alloc Ser A (MBIA Insd) (c)
1,000 1,000 Perris, CA Pub Fin Auth Rev Tax Alloc Ser A (MBIA Insd)
1,000 1,000 Pico Rivera, CA Wtr Auth Rev Wtr Sys Proj Ser A (MBIA Insd)
1,375 1,375 Pittsburg, CA Redev Agy Tax Alloc Los Medanos Cmnty Dev Proj
(AMBAC Insd)
1,500 1,500 Placentia-Yorba Linda, CA Uni Ser A (FGIC Insd)
1,000 1,000 Pomona, CA Ctf Part Mission Promenade Proj Ser AE (AMBAC Insd)
3,350 3,350 Port Oakland, CA Port Rev Ser G (AMT) (MBIA Insd)
3,000 3,000 Port Oakland, CA Ser N Rfdg (AMT) (MBIA Insd)
VIC VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Los Angeles, CA Cmnty Redev Agy Cmnty
Redev Fin Auth Rev Bunker Hill Proj Ser
A (FSA Insd) 5.000 12/01/27 2,074,540 2,074,540
Los Angeles, CA Ctf Part 5.700 02/01/18 1,996,862 1,996,862
Los Angeles, CA Ctf Part Sr Sonnenblick
Del Rio W L. A. (AMBAC Insd) 6.000 11/01/19 1,158,960 1,158,960
Los Angeles, CA Dept Wtr & Pwr Sys Ser C
(MBIA Insd) 5.000 07/01/26 2,089,580 2,089,580
Los Angeles, CA Multi-Family Rev Hsg
Earthquake Rehab Proj Ser A (AMT) (FNMA
Collateralized) 5.700 12/01/27 1,533,347 1,533,347
Los Angeles, CA Single Family Home Mtg
Rev Pgm Ser A (AMT) (GNMA Collateralized) 6.875 06/01/25 460,193 460,193
Los Angeles, CA Wtr & Pwr Rev Ser A 5.250 07/01/18 1,038,800 1,038,800
Los Angeles, CA Wtr & Pwr Rev Sys Ser A
(MBIA Insd) 5.375 07/01/18 1,114,440 1,114,440
Los Gatos, CA Jt Uni High Sch Election of
1998 Ser C (FSA Insd) 5.000 06/01/27 1,036,340 1,036,340 2,072,680
Lucia Mar Uni Sch Dist Election 2004 Ser
A (FGIC Insd) 5.000 08/01/25 1,050,750 1,050,750
Lynwood, CA Util Auth Enterp Rev (FSA
Insd) (c) 5.000 06/01/25 1,241,860 1,241,860
Manhattan Beach, CA Uni Sch Dist Cap
Apprec Ser B (FGIC Insd) * 09/01/22 1,540,373 1,540,373
Mendocino Cnty, CA Ctf Part Cnty Pub
Fac Corp (MBIA Insd) 5.250 06/01/30 1,054,700 1,054,700 2,109,400
Metropolitan Wtr Dist Southn CA Auth Ser
B2 (FGIC Insd) 5.000 10/01/26 1,041,970 2,500,728 3,542,698
Midpeninsula Regl Open Space Dist CA Fin
Auth Rev (AMBAC Insd) (c ) * 08/01/27 1,038,215 1,038,215
Midpeninsula Regl Open Space Dist CA Fin
Auth Rev Cap Apprec Second Issue (AMBAC
Insd) * 08/01/26 962,118 962,118
Modesto, CA Irr Dist Ctf Part Cap Impts
Ser A (FSA Insd) 5.250 07/01/17 1,897,125 1,897,125
Montclair, CA Redev Agy Mobile Home Pk
Rev Hacienda Mobile Home Pk Proj 6.000 11/15/22 1,998,840 1,998,840
Moorpark, CA Uni Sch Dist Ser A (FSA
Insd) (c) 5.375 08/01/18 1,581,285 1,581,285
Moorpark, CA Uni Sch Dist Ser A (FSA
Insd) 5.000 08/01/23 1,052,490 1,052,490
Mount Diablo, CA Uni Sch Dist (FSA
Insd) 5.000 08/01/26 3,298,709 3,298,709
Mountain View Los Altos, CA Uni High Sch
Dist Cap Apprec Ser D (FSA Insd) (c) * 08/01/24 410,833 410,833
National City, CA Cmnty Dev Commn Tax
Alloc National City Redev Proj Ser A
(AMBAC Insd) (c) 5.500 08/01/32 1,881,358 1,881,358
Needles, CA Pub Util Auth Util Sys
Acquisition Proj Ser A 6.500 02/01/22 2,059,860 2,059,860
Oakland, CA Uni Sch Dist Alameda Cnty
(FSA Insd) 5.000 08/01/17 1,049,360 1,049,360
Oakland, CA Uni Sch Dist Alameda Cnty
Ctf Part Energy Retrofit Proj (Prerefunded
@ 11/15/06) (Acquired 5/24/96, Cost
$1,908,220) (a) 6.750 11/15/14 2,230,560 2,230,560
Oakland, CA Uni Sch Dist Alameda Cnty Ctf
Part Om-Energy Retrofit Proj (Prerefunded
@ 11/15/05) (Acquired 1/22/02, Cost
$1,153,610) (a) 7.000 11/15/11 1,073,350 1,073,350
Oxnard, CA Harbor Dist Rev Ser B 6.000 08/01/24 2,114,800 1,057,400 3,172,200
Oxnard, CA Uni High Sch Dist Ser A Rfdg
(MBIA Insd) 6.200 08/01/30 1,159,430 1,159,430
Pacifica, CA Wastewater Rev Rfdg (AMBAC
Insd) (c ) 5.250 10/01/22 2,150,142 2,150,142
Palm Desert, CA Fin Auth Tax Alloc Rev
Proj Area No 2 Ser A Rfdg (MBIA Insd)
(c) 5.000 08/01/21 1,318,708 1,318,708
Pasadena, CA Area Cmnty College Dist
Election of 2002 Ser A (FGIC Insd) 5.000 06/01/21 1,175,548 1,175,548
Pasadena, CA Spl Tax Cmnty Fac Dist No 1
Civic Ctr West (Escrowed to Maturity) * 12/01/07 749,775 749,775
Perris, CA Pub Fin Auth Rev Tax Alloc
Ser A (MBIA Insd) (c ) 5.000 10/01/24 1,096,118 1,096,118
Perris, CA Pub Fin Auth Rev Tax Alloc
Ser A (MBIA Insd) 5.000 10/01/31 1,027,130 1,027,130
Pico Rivera, CA Wtr Auth Rev Wtr Sys
Proj Ser A (MBIA Insd) 5.500 05/01/19 1,163,280 1,163,280
Pittsburg, CA Redev Agy Tax Alloc Los
Medanos Cmnty Dev Proj (AMBAC Insd) * 08/01/26 444,469 444,469
Placentia-Yorba Linda, CA Uni Ser A
(FGIC Insd) 5.000 08/01/26 1,555,995 1,555,995
Pomona, CA Ctf Part Mission Promenade
Proj Ser AE (AMBAC Insd) 5.375 10/01/32 1,064,830 1,064,830
Port Oakland, CA Port Rev Ser G (AMT)
(MBIA Insd) 5.375 11/01/25 3,537,031 3,537,031
Port Oakland, CA Ser N Rfdg (AMT)
(MBIA Insd) 5.000 11/01/22 3,113,160 3,113,160
I-6
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC) -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
1,000 1,000 Poway, CA Redev Agy Tax Alloc Paguay Redev Proj Ser A
(MBIA Insd)
2,000 2,000 Rancho Cordova Cmnty Fac Dist CA Spl Tax No 2003-1
Sunridge Anatolia
1,000 1,000 Rancho Cucamonga, CA Redev Agy Tax Alloc Rancho
Redev Proj (FSA Insd)
1,220 1,220 Rancho Mirage, CA Redev Agy Tax Redev Plan 1984 Proj
Ser A 1 (MBIA Insd)
2,540 2,540 Rancho Mirage, CA Redev Agy Tax Alloc Redev Plan 1984
Proj Ser A-E (MBIA Insd)
1,800 1,800 Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A Rfdg
(MBIA Insd)
1,000 1,000 Redondo Beach, CA Pub Fin Auth Rev South Bay Ctr Redev
Proj
1,000 1,000 Redlands, CA Lease Rev Ctfs Partn Rfdg (AMBAC Insd)
1,000 1,000 2,000 Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A Rfdg
(MBIA Insd)
4,000 4,000 Redwood City, CA Sch Dist (FGIC Insd)
3,000 3,000 Redwood City, CA Sch Dist (FGIC Insd)
1,000 1,000 Richmond, CA Rev YMCA East Bay Proj Rfdg
1,650 1,650 Roseville, CA Jt Uni High Sch Dist Ser B (FGIC Insd)
1,400 2,000 3,400 Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A
2,000 2,000 Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A Rfdg
(AMBAC Insd)
1,360 1,360 Sacramento Cnty, CA Wtr Fin Auth Rev Agy Zones 40 41 Wtr
Sys Proj (AMBAC Insd) ( c)
2,000 2,000 Sacramento, CA City Fin Auth City Hall & Redev Proj Ser A
(FSA Insd)
1,750 2,000 3,750 Sacramento, CA City Fin Auth Rev Cap Impt (AMBAC Insd)
700 700 Sacramento, CA Cogeneration Auth Cogeneration Proj Rev
Proctor & Gamble Proj
1,000 1,000 Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC Insd)
2,000 2,000 Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC Insd)
1,000 1,000 San Bernardino Cnty, CA Ctf Part Med Cent Fin Proj (MBIA
Insd)
2,000 2,000 San Bernardino, CA Jt Pwrs Fin Auth Ctf Part (MBIA Insd)
2,500 2,500 San Bernardino, CA Redev Agy Tax Alloc San Sevaine
Redev Proj Ser A
6,000 6,000 San Diego Cnty, CA Wtr Auth Wtr Rev Ctf Part Ser B
(Inverse Fltg) (Prerefunded @ 04/27/06) (Variable Rate
Coupon) (MBIA Insd) (e)
955 955 San Diego, CA Hsg Auth Multi-Family Hsg Rev (AMT) (GNMA
Collateralized)
1,000 1,000 San Diego, CA Pub Fac Fin Auth Swr Rev (FGIC Insd)
1,500 1,000 2,500 San Diego, CA Redev Agy Centre City Redev Proj Ser A
1,000 1,000 San Diego, CA Uni Port Dist Rev Ser B (MBIA Insd)
1,000 1,000 San Dimas, CA Redev Agy Tax Alloc Creative Growth Ser A
(FSA Insd)
1,000 1,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev
Second Ser Issue 12-A (AMT) (FGIC Insd)
1,185 1,185 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev
Second Ser Issue 15B (MBIA Insd)
1,685 1,685 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Spl
Fac Lease Ser A (AMT) (FSA Insd)
1,000 1,000 2,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Second
Ser 27A Rfdg (AMT) (MBIA Insd)
3,000 3,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Second
Ser 27A Rfdg (AMT) (MBIA Insd)
1,000 1,500 2,500 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev
Second Ser 30 Rfdg (XLCA Insd)
2,000 2,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev
Second Ser Issue 12-A (AMT) (FGIC Insd)
3,225 3,225 San Francisco, CA City & Cnty Redev Agy Lease Rev George
Moscone (XLCA Insd)
2,130 2,130 San Francisco, CA City & Cnty Redev Agy Lease Rev George
Moscone (XLCA Insd)
2,000 5,000 1,000 8,000 San Jose, CA Fin Auth Lease Rev Convention Ctr Proj Ser F
Rfdg (MBIA Insd)
VIC VKC VQC VCV PROFORMA
MARKET MARKET MARKET MARKET MARKET
DESCRIPTION COUPON MATURITY VALUE VALUE VALUE VALUE VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
Poway, CA Redev Agy Tax Alloc Paguay Redev Proj Ser A
(MBIA Insd) 5.000 06/15/33 1,022,090 1,022,090
Rancho Cordova Cmnty Fac Dist CA Spl Tax No 2003-1
Sunridge Anatolia 6.000 09/01/24 2,058,980 2,058,980
Rancho Cucamonga, CA Redev Agy Tax Alloc Rancho
Redev Proj (FSA Insd) 5.250 09/01/20 1,092,040 1,092,040
Rancho Mirage, CA Redev Agy Tax Redev Plan 1984 Proj
Ser A 1 (MBIA Insd) 5.000 04/01/26 1,260,028 1,260,028
Rancho Mirage, CA Redev Agy Tax Alloc Redev Plan 1984
Proj Ser A-E (MBIA Insd) 5.250 04/01/33 2,654,910 2,654,910
Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A Rfdg
(MBIA Insd) 4.750 08/01/21 1,848,654 1,848,654
Redondo Beach, CA Pub Fin Auth Rev South Bay Ctr Redev
Proj 7.000 07/01/16 1,060,240 1,060,240
Redlands, CA Lease Rev Ctfs Partn Rfdg (AMBAC Insd) 5.000 09/01/17 1,086,590 1,086,590
Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A Rfdg
(MBIA Insd) 4.750 08/01/21 1,027,030 1,027,030 2,054,060
Redwood City, CA Sch Dist (FGIC Insd) 5.000 07/15/23 4,208,680 4,208,680
Redwood City, CA Sch Dist (FGIC Insd) 5.000 07/15/27 3,099,570 3,099,570
Richmond, CA Rev YMCA East Bay Proj Rfdg 7.250 06/01/17 1,044,450 1,044,450
Roseville, CA Jt Uni High Sch Dist Ser B (FGIC Insd) * 06/01/20 789,855 789,855
Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A 5.875 12/01/27 1,470,952 2,101,360 3,572,312
Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A Rfdg
(AMBAC Insd) 5.500 12/01/16 2,338,680 2,338,680
Sacramento Cnty, CA Wtr Fin Auth Rev Agy Zones 40 41 Wtr
Sys Proj (AMBAC Insd) ( c) 5.000 06/01/17 1,482,237 1,482,237
Sacramento, CA City Fin Auth City Hall & Redev Proj Ser A
(FSA Insd) 5.000 12/01/28 2,058,220 2,058,220
Sacramento, CA City Fin Auth Rev Cap Impt (AMBAC Insd) 5.000 12/01/33 1,796,865 2,053,560 3,850,425
Sacramento, CA Cogeneration Auth Cogeneration Proj Rev
Proctor & Gamble Proj 6.375 07/01/10 727,174 727,174
Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC Insd) 5.250 08/01/27 1,040,600 1,040,600
Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC Insd) 5.250 08/01/31 2,070,000 2,070,000
San Bernardino Cnty, CA Ctf Part Med Cent Fin Proj (MBIA
Insd) 5.000 08/01/28 1,033,120 1,033,120
San Bernardino, CA Jt Pwrs Fin Auth Ctf Part (MBIA Insd) 5.500 09/01/20 2,241,500 2,241,500
San Bernardino, CA Redev Agy Tax Alloc San Sevaine
Redev Proj Ser A 7.000 09/01/24 2,710,150 2,710,150
San Diego Cnty, CA Wtr Auth Wtr Rev Ctf Part Ser B
(Inverse Fltg) (Prerefunded @ 04/27/06) (Variable
Rate Coupon)(MBIA Insd) (e) 0.820 04/08/21 7,001,280 7,001,280
San Diego, CA Hsg Auth Multi-Family Hsg Rev (AMT) (GNMA
Collateralized) 5.000 07/20/18 998,806 998,806
San Diego, CA Pub Fac Fin Auth Swr Rev (FGIC Insd) 5.000 05/15/20 1,021,850 1,021,850
San Diego, CA Redev Agy Centre City Redev Proj Ser A 6.400 09/01/25 1,598,100 1,065,400 2,663,500
San Diego, CA Uni Port Dist Rev Ser B (MBIA Insd) 5.000 09/01/24 1,057,680 1,057,680
San Dimas, CA Redev Agy Tax Alloc Creative Growth Ser A
(FSA Insd) 5.000 09/01/16 1,087,220 1,087,220
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev
Second Ser Issue 12-A (AMT) (FGIC Insd) 5.800 05/01/21 1,048,590 1,048,590
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev
Second Ser Issue 15B (MBIA Insd) 4.800 05/01/17 1,236,832 1,236,832
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev
Spl Fac Lease Ser A (AMT) (FSA Insd) 6.125 01/01/27 1,859,971 1,859,971
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Second Ser 27A Rfdg (AMT) (MBIA Insd) 5.250 05/01/26 1,032,500 1,032,500 2,065,000
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Second Ser 27A Rfdg (AMT) (MBIA Insd) 5.250 05/01/31 3,080,550 3,080,550
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev
Second Ser 30 Rfdg (XLCA Insd) 5.250 05/01/16 1,120,660 1,680,990 2,801,650
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev
Second Ser Issue 12-A (AMT) (FGIC Insd) 5.800 05/01/21 2,097,180 2,097,180
San Francisco, CA City & Cnty Redev Agy Lease Rev George
Moscone (XLCA Insd) * 07/01/12 2,415,106 2,415,106
San Francisco, CA City & Cnty Redev Agy Lease Rev
George Moscone (XLCA Insd) * 07/01/14 1,441,179 1,441,179
San Jose, CA Fin Auth Lease Rev Convention Ctr Proj
Ser F Rfdg (MBIA Insd) 5.000 09/01/17 2,172,340 5,430,850 1,086,170 8,689,360
I-7
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC) -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
1,000 1,000 San Jose, CA Single Family Mtg Rev Cap Accumulator
(Escrowed to Maturity) (GEMIC Insd)
1,600 1,600 San Leandro, CA Ctf Part Lib & Fire Stations Fin
(AMBAC Insd)
2,000 2,000 San Leandro, CA Ctf Part Lib & Fire Stations Fin
(AMBAC Insd)
1,000 1,000 San Marcos, CA Pub Fac Auth Sub Tax Incrmnt Proj
Area 3 Ser A
2,725 2,725 San Mateo, CA Uni High Sch Dist Rfdg (FSA Insd)
1,000 3,000 1,000 5,000 San Ramon Vly, CA Sch Dist Election 2002 (FSA Insd)
1,000 1,000 2,000 Sanger, CA Uni Sch Dist Rfdg (MBIA Insd)
1,500 1,000 2,500 Santa Ana, CA Multi-Family Hsg Rev Villa Del Sol
Apts Ser B
(AMT) (FNMA Collateralized)
1,350 1,350 Santa Ana, CA Uni Sch Dist (MBIA Insd) (c)
2,000 2,820 4,820 Santa Ana, CA Uni Sch Dist (MBIA Insd)
1,000 1,000 Santa Ana, CA Uni Sch Dist Ctf Part Cap Apprec Fin
Proj (FSA Insd)
1,000 3,200 4,200 Semitropic Impt Dist Semitropic Wtr Storage Dist
CA Wtr Ser A (XLCA Insd)
1,005 1,005 Simi Vly, CA Cmnty Dev Agy Coml Sycamore Plaza II
Rfdg (Acquired 7/28/98, Cost $1,0,005,000) (a)
1,220 1,220 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c)
1,285 1,285 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c)
1,350 1,350 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c)
2,000 1,305 3,305 South Orange Cnty, CA Pub Fin Auth Reassmt Rev
(FSA Insd)
1,640 1,640 South Tahoe, CA Jt Pwr Fin Auth Rev S Tahoe Redev
Proj Area 1-A Rfdg (FSA Insd)
35 35 Southern CA Home Fin Auth Single Family Mtg Rev
Ser A (AMT) (GNMA Collateralized)
5,000 5,000 Southern CA Pub Pwr Auth Pwr Proj Rev Multi-Projs
600 600 Southern CA Pub Pwr Auth Pwr Proj Rev Multi-Projs
945 945 Stanton, CA Multi-Family Rev Hsg Contl Garden Apts
(AMT) (Variable Rate Coupon) (FNMA Collateralized)
1,000 1,745 2,745 State Center, CA Cmnty Election 2002 Ser A
(MBIA Insd)
1,000 1,000 Stockton, CA South Stockton Cmnty Fac Dist Spl Tax
No 90-1 Rfdg
1,260 1,260 Sweetwater, CA Auth Wtr Rev (FSA Insd)
1,325 1,325 Sweetwater, CA Auth Wtr Rev (FSA Insd)
1,300 1,300 Taft, CA City Elem Sch Dist Ser A (MBIA Insd) (c)
2,000 2,000 4,000 University of CA Ctf Part San Diego Campus Proj
Ser A
4,000 6,000 10,000 University of CA Rev Hosp UCLA Med Ctr Ser A (AMBAC
Insd)
1,000 1,000 University of CA Rev Multi Purp Proj Ser M (FGIC
Insd)
1,000 1,000 University of CA Rev Resh Fac Ser E (AMBAC Insd)
1,200 1,000 2,200 Ventura Cnty, CA Cmnty College Ser A (MBIA Insd)
2,000 2,000 Ventura Cnty, CA Ctf Part Pub Fin Auth I (FSA Insd)
1,000 1,000 Vista, CA Mobile Home Pk Rev Estrella De Oro Mobile
Home Ser A (Prerefunded @ 02/01/25)
1,000 1,000 Vista, CA Uni Sch Dist Ser A (FSA Insd)
2,000 2,000 William S Hart CA Jt Sch Fin Auth Spl Tax Rev Cmnty
Fac Rfdg (FSA Insd)
1,000 1,000 2,000 Woodland, CA Fin Auth Lease Rev Cap Proj Rfdg
(XLCA Insd)
PUERTO RICO 4.1%
5,000 5,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y
Rfdg (FSA Insd)
1,000 1,000 Puerto Rico Comwlth Hwy & Tran Rev Tran Rev Sub
(FGIC Insd)
2,000 2,000 4,000 Puerto Rico Elec Pwr Auth Pwr Rev Ser II
(XLCA Insd)
VIC VKC VQC VCV PROFORMA
DESCRIPTION OUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
San Jose, CA Single Family Mtg Rev Cap
Accumulator (Escrowed to Maturity)
(GEMIC Insd) * 04/01/16 620,290 620,290
San Leandro, CA Ctf Part Lib & Fire
Stations Fin (AMBAC Insd) 5.700 11/01/20 1,819,184 1,819,184
San Leandro, CA Ctf Part Lib & Fire
Stations Fin
(AMBAC Insd) 5.750 11/01/29 2,226,960 2,226,960
San Marcos, CA Pub Fac Auth Sub Tax
Incrmnt Proj
Area 3 Ser A 6.750 10/01/30 1,088,030 1,088,030
San Mateo, CA Uni High Sch Dist Rfdg
(FSA Insd) 5.000 09/01/23 2,910,845 2,910,845
San Ramon Vly, CA Sch Dist Election
2002 (FSA Insd) 5.000 08/01/24 1,057,270 3,171,810 1,057,270 5,286,350
Sanger, CA Uni Sch Dist Rfdg (MBIA
Insd) 5.600 08/01/23 1,178,240 1,178,240 2,356,480
Santa Ana, CA Multi-Family Hsg Rev
Villa Del Sol Apts Ser B (AMT)
(FNMA Collateralized) 5.650 11/01/21 1,522,785 1,015,190 2,537,975
Santa Ana, CA Uni Sch Dist (MBIA
Insd) (c) 5.375 08/01/21 1,496,327 1,496,327
Santa Ana, CA Uni Sch Dist (MBIA
Insd) 5.375 08/01/27 2,148,900 3,029,949 5,178,849
Santa Ana, CA Uni Sch Dist Ctf
Part Cap Apprec Fin Proj (FSA Insd) * 04/01/36 190,160 190,160
Semitropic Impt Dist Semitropic Wtr
Storage Dist CA Wtr Ser A (XLCA Insd) 5.125 12/01/35 1,040,730 3,330,336 4,371,066
Simi Vly, CA Cmnty Dev Agy Coml
Sycamore Plaza II Rfdg (Acquired
7/28/98, Cost $1,0,005,000) (a) 6.000 09/01/12 1,051,933 1,051,933
Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg
(FGIC Insd) (c) 5.250 09/01/20 1,335,863 1,335,863
Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg
(FGIC Insd) (c) 5.250 09/01/21 1,401,036 1,401,036
Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg
(FGIC Insd) (c) 5.250 09/01/22 1,464,588 1,464,588
South Orange Cnty, CA Pub Fin
Auth Reassmt Rev (FSA Insd) 5.800 09/02/18 2,279,980 1,487,687 3,767,667
South Tahoe, CA Jt Pwr Fin Auth
Rev S Tahoe Redev Proj Area 1-A
Rfdg (FSA Insd) 5.000 10/01/29 1,692,398 1,692,398
Southern CA Home Fin Auth Single
Family Mtg Rev
Ser A (AMT) (GNMA Collateralized) 6.750 09/01/22 35,013 35,013
Southern CA Pub Pwr Auth Pwr Proj
Rev Multi-Projs 6.750 07/01/12 6,026,900 6,026,900
Southern CA Pub Pwr Auth Pwr Proj
Rev Multi-Projs 5.500 07/01/20 600,882 600,882
Stanton, CA Multi-Family Rev
Hsg Contl Garden Apts (AMT)
(Variable Rate Coupon) (FNMA
Collateralized) 5.625 08/01/29 1,011,585 1,011,585
State Center, CA Cmnty Election
2002 Ser A (MBIA Insd) 5.500 08/01/28 1,098,490 1,916,865 3,015,355
Stockton, CA South Stockton Cmnty
Fac Dist Spl Tax No 90-1 Rfdg 6.400 09/01/15 1,048,830 1,048,830
Sweetwater, CA Auth Wtr Rev
(FSA Insd) 5.500 04/01/17 1,406,185 1,406,185
Sweetwater, CA Auth Wtr Rev
(FSA Insd) 5.500 04/01/18 1,478,726 1,478,726
Taft, CA City Elem Sch Dist
Ser A (MBIA Insd) (c) * 08/01/22 550,849 550,849
University of CA Ctf Part
San Diego Campus Proj Ser A 5.250 01/01/32 2,079,120 2,079,120 4,158,240
University of CA Rev Hosp
UCLA Med Ctr Ser A (AMBAC Insd) 5.250 05/15/30 4,215,120 6,322,680 10,537,800
University of CA Rev Multi
Purp Proj Ser M (FGIC Insd) 5.125 09/01/17 1,094,100 1,094,100
University of CA Rev Resh
Fac Ser E (AMBAC Insd) 5.000 09/01/19 1,077,290 1,077,290
Ventura Cnty, CA Cmnty
College Ser A (MBIA Insd) 5.500 08/01/23 1,337,952 1,114,960 2,452,912
Ventura Cnty, CA Ctf Part Pub
Fin Auth I (FSA Insd) 5.250 08/15/15 2,198,060 2,198,060
Vista, CA Mobile Home Pk Rev
Estrella De Oro Mobile Home
Ser A (Prerefunded @ 02/01/25) 5.875 02/01/28 1,106,370 1,106,370
Vista, CA Uni Sch Dist Ser
A (FSA Insd) 5.000 08/01/23 1,052,490 1,052,490
William S Hart CA Jt Sch
Fin Auth Spl Tax Rev Cmnty
Fac Rfdg (FSA Insd) 6.500 09/01/14 2,115,200 2,115,200
Woodland, CA Fin Auth Lease
Rev Cap Proj Rfdg (XLCA Insd) 5.000 03/01/25 1,034,640 1,034,640 2,069,280
-----------------------------------------------------------------------
118,277,956 53,689,138 232,868,883 149,937,242 554,773,219
-----------------------------------------------------------------------
Puerto Rico Comwlth Hwy & Tran
Auth Hwy Rev Ser Y Rfdg (FSA Insd) 6.250 07/01/21 6,341,300 6,341,300
Puerto Rico Comwlth Hwy & Tran Rev
Tran Rev Sub (FGIC Insd) 5.250 07/01/16 1,127,080 1,127,080
Puerto Rico Elec Pwr Auth Pwr Rev
Ser II (XLCA Insd) 5.375 07/01/17 2,243,380 2,243,380 4,486,760
I-8
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC) -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION
- ------------------------------------------------------------------------------------------------------------------------------------
3,000 3,000 Puerto Rico Elec Pwr Auth Rev Ser QQ (XLCA
Insd)(d)
U. S. VIRGIN ISLANDS 1.8%
1,000 1,000 1,000 3,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes
Ln Nt Ser A
1,000 1,000 2,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes
Ln Nt Ser A
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes
Ln Nt Ser A (ACA Insd)
VIC VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Puerto Rico Elec Pwr Auth Rev Ser
QQ (XLCA Insd)(d) 5.500 07/01/18 3,459,150 3,459,150
-----------------------------------------------------------------------------
0 3,459,150 2,243,380 9,711,760 15,414,290
-----------------------------------------------------------------------------
Virgin Islands Pub Fin Auth Rev
Gross Rcpt Taxes Ln Nt Ser A 6.375 10/01/19 1,158,180 1,158,180 1,158,180 3,474,540
Virgin Islands Pub Fin Auth Rev
Gross Rcpt Taxes Ln Nt Ser A 6.500 10/01/24 1,161,490 1,161,490 2,322,980
Virgin Islands Pub Fin Auth Rev
Gross Rcpt Taxes Ln Nt Ser A
(ACA Insd) 6.125 10/01/29 1,120,460 1,120,460
-----------------------------------------------------------------------------
1,158,180 0 3,440,130 2,319,670 6,917,980
-----------------------------------------------------------------------------
VIC VKC VQC VCV PROFORMA
MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
------------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS 152.0% 119,436,136 57,148,288 238,552,393 161,968,672 577,105,489
(Cost $531,753,055)..............................
TOTAL SHORT-TERM INVESTMENTS 0.4% 900,000 200,000 - 200,000 1,300,000
------------------------------------------------------------------------
(Cost $1,300,000)................................
TOTAL INVESTMENTS 152.4% 120,336,136 57,348,288 238,552,393 162,168,672 578,405,489
(Cost $533,053,055)..............................
OTHER ASSETS IN EXCESS OF LIABILITIES 0.3% 1,388,985 (2,918,369) 2,529,735 277,279 1,277,630
PREFERRED SHARES (INCLUDING ACCRUED
DISTRIBUTIONS) (52.7%) (45,016,950) (20,014,576) (75,015,404) (60,010,848) (200,057,778)
------------------------------------------------------------------------
NET ASSETS 100.0% $ 76,708,171 $ 34,415,343 $ 166,066,724 $ 102,435,103 $ 379,625,341 (f)
========================================================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero coupon bond
(a) These securities are restricted and may be resold only in transactions
exempt from registration which are normally those transactions with qualified
institutional buyers. Restricted securities comprise 0.0%, 0.0%, 3.9%, 0.0% and
1.7% of net assets applicable to common shares of Van Kampen Trust for
Investment Grade California, Van Kampen California Municipal Trust, Van Kampen
California Quality Municipal Trust, Van Kampen California Value Municipal Income
Trust and Proforma, respectively.
(b) Security is a "step-up" bond where the coupon increases or steps up at a
predetermined date.
(c) The Trust owns 100% of the bond issuance.
(d) Securities purchased on a when-issued or delayed delivery basis.
(e) An Inverse Floating Rate security is one where the coupon is inversely
indexed to a short-term floating interest rate multiplied by a specific factor.
As the floating rate rises, the coupon is reduced. Conversely, as the floating
rate declines, the coupon is increased. The price of these securities may be
more volatile than the price of a comparable fixed rate security. These
instruments are typically used by the Trust to enhance the yield of the
portfolio. All of the Trust's portfolio holdings, including derivative
instruments, are marked to market each day with the change in value reflected in
the unrealized appreciation/depreciation. Upon disposition, a realized gain or
loss is recognized accordingly.
(f) Does not reflect a non-recurring cost associated with this transaction of
approximately $519,000. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
-------------------------------------
Van Kampen Trust for Investment Grade California $ 166,080 $ 0.036
Van Kampen California Municipal Trust 155,700 0.048
Van Kampen California Quality Municipal Trust 15,570 0.002
Van Kampen California Value Municipal Income Trust 181,650 0.030
-----------
$ 519,000
===========
ACA -- American Capital Access Insurance Co.
AMBAC -- AMBAC Indemnity Corp.
AMT- Alternative Minimum Tax
Asset Gty - Asset Guaranty Insurance Co.
CA MTG - California Mortgage Insurance
CIFG - CDC IXIS Financial Guaranty
Connie Lee -- Connie Lee Insurance Co.
FGIC -- Financial Guaranty Insurance Co.
FNMA - Federal National Mortgage Association
FSA -- Financial Security Assurance Inc.
GEMIC - General Electric Mortgage Insurance Corp.
GNMA -- Government National Mortgage Association
LOC - Letter of Credit
MBIA -- Municipal Bond Investors Assurance Corp.
Radian - Radian Asset Assurance
XLCA - XL Capital Assurance Inc.
I-9
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- ------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 151.1%
CALIFORNIA 144.1%
$ 2,000 $ 2,000 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
1,610 1,610 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
$ 1,000 $ 1,390 1,000 3,390 Abag Fin Auth For Nonprofit Corp CA Ctf Part
Childrens Hosp Med Ctr (AMBAC Insd)
500 500 Abag Fin Auth For Nonprofit Corp CA Ctf Part
Childrens Hosp Med Ctr (AMBAC Insd)
1,000 1,000 2,000 Abag Fin Auth For Nonprofit Corp CA Insd Rev Ctf
Lincoln Glen Manor Sr Citizens (CA MTG Insd)
1,000 1,000 1,000 3,000 Abag Fin Auth For Nonprofit Corp CA Multi-Family
Rev Hsg Utd Dominion Ser A Rfdg (AMT) (Asset Gty
Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA Multi-Family
Rev Hsg Utd Dominion Ser B Rfdg (Variable Rate
Coupon) (Asset Gty Insd)
1,205 1,205 Alameda Cnty, CA Wtr Dist Rev Rfdg (MBIA Insd)
1,400 1,400 Alhambra, CA City Elem Sch Dist Ser A (FSA Insd)
1,485 1,485 Anaheim, CA City Sch Dist Election 2002 (FGIC
Insd)
1,000 1,000 Bakersfield, CA Ctf Part Convention Ctr Expansion
Proj (MBIA Insd)
1,790 1,790 Banning, CA Cmnty Redev Agy Tax Alloc Merged
Downtown (Radian Insd)
2,510 2,510 Bay Area Govt Assn CA Lease West Sacramento Ser A
(XLCA Insd) (c)
1,000 2,000 3,000 Bay Area Toll Auth CA Toll Brdg Rev San Francisco
Bay Area Ser D
1,000 1,000 Benicia, CA Uni Sch Dist Ser B (MBIA Insd)
2,500 2,500 Beverly Hills, CA Pub Fin Auth Lease Rev Ser A
(MBIA Insd)
1,610 1,610 Blythe, CA Redev Agy Redev Proj No 1 Tax Alloc
Ser A Rfdg (c)
1,725 1,725 Bonita, CA Uni Sch Dist Election 2004 Ser A (MBIA
Insd) (c)
1,055 1,055 Borrego, CA Wtr Dist Ctf Part Wtr Sys Acquisition
(c)
1,390 1,390 Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A
Rfdg (FSA Insd) ( c)
1,510 1,510 Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A
Rfdg (FSA Insd) ( c)
2,000 2,000 Burbank, CA Pub Fin Auth Rev Golden State Redev
Proj Ser A (AMBAC Insd)
1,500 1,500 Burbank, CA Pub Fin Auth Rev Golden State Redev
Proj Ser A (AMBAC Insd)
2,060 2,060 Burbank, CA Wastewtr Treatment Rev Ser A (AMBAC
Insd)
2,060 2,060 Calexico, CA Uni Sch Dist Ser A (MBIA Insd) (c)
1,000 1,000 California Edl Fac Auth Rev Pooled College & Univ
Ser B
1,000 1,000 California Edl Fac Auth Rev Pooled College & Univ
Proj Ser B
1,000 1,000 California Edl Fac Auth Rev Pooled College & Univ
Proj Ser B
505 1,005 505 2,015 California Edl Fac Auth Rev Student Ln CA Ln Pgm
Ser A (AMT) (MBIA Insd)
1,000 2,500 3,500 California Hlth Fac Fin Auth Rev Cedars Sinai Med
Ctr Ser A
1,000 1,000 2,000 California Hsg Fin Agy Rev Multi-Family Hsg III
Ser A (AMT) (MBIA Insd)
1,000 1,000 California Infrastructure & Econ Dev Bk Rev (MBIA
Insd)
2,000 2,000 California Infrastructure & Econ Dev Bk Rev Bay
Area Toll Brdgs First Lien Ser A (FGIC Insd)
1,000 1,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev
Gas & Elec Ser A Rfdg (MBIA Insd)
3,000 3,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev
Pacific Gas & Elec Ser A Rfdg (AMT) (FGIC Insd)
VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd) * 08/01/21 $ 904,260 $ 904,260
A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd) * 08/01/22 682,559 682,559
Abag Fin Auth For Nonprofit Corp CA Ctf
Part Childrens Hosp Med Ctr (AMBAC Insd) 5.875% 12/01/19 $ 1,144,590 $ 1,590,980 1,144,590 3,880,160
Abag Fin Auth For Nonprofit Corp CA Ctf
Part Childrens Hosp Med Ctr (AMBAC Insd) 6.000 12/01/29 565,575 565,575
Abag Fin Auth For Nonprofit Corp CA Insd
Rev Ctf Lincoln Glen Manor Sr Citizens
(CA MTG Insd) 6.100 02/15/25 1,081,310 1,081,310 2,162,620
Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion Ser A
Rfdg (AMT) (Asset Gty Insd) 6.400 08/15/30 1,092,660 1,092,660 1,092,660 3,277,980
Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion Ser B
Rfdg (Variable Rate Coupon) (Asset Gty
Insd) 6.250 08/15/30 1,094,810 1,094,810
Alameda Cnty, CA Wtr Dist Rev Rfdg
(MBIA Insd) 4.750 06/01/20 1,236,655 1,236,655
Alhambra, CA City Elem Sch Dist Ser A
(FSA Insd) 5.600 09/01/24 1,565,942 1,565,942
Anaheim, CA City Sch Dist Election 2002
(FGIC Insd) 5.375 08/01/20 1,655,493 1,655,493
Bakersfield, CA Ctf Part Convention
Ctr Expansion Proj (MBIA Insd) 5.875 04/01/22 1,090,340 1,090,340
Banning, CA Cmnty Redev Agy Tax Alloc
Merged Downtown (Radian Insd) 5.000 08/01/23 1,839,279 1,839,279
Bay Area Govt Assn CA Lease West
Sacramento Ser A (XLCA Insd) (c) 5.000 09/01/24 2,634,195 2,634,195
Bay Area Toll Auth CA Toll Brdg Rev
San Francisco Bay Area Ser D 5.000 04/01/17 1,087,380 2,174,760 3,262,140
Benicia, CA Uni Sch Dist Ser B (MBIA
Insd) * 08/01/18 518,530 518,530
Beverly Hills, CA Pub Fin Auth Lease
Rev Ser A (MBIA Insd) 5.250 06/01/12 2,828,075 2,828,075
Blythe, CA Redev Agy Redev Proj No 1
Tax Alloc Ser A Rfdg (c) 7.500 05/01/23 1,676,332 1,676,332
Bonita, CA Uni Sch Dist Election 2004
Ser A (MBIA Insd) (c) 5.250 08/01/22 1,891,066 1,891,066
Borrego, CA Wtr Dist Ctf Part Wtr Sys
Acquisition (c) 7.000 04/01/27 1,110,472 1,110,472
Brea & Olinda, CA Uni Sch Dist Ctf
Part Ser A Rfdg (FSA Insd) (c) 5.500 08/01/19 1,574,953 1,574,953
Brea & Olinda, CA Uni Sch Dist Ctf
Part Ser A Rfdg (FSA Insd) (c) 5.500 08/01/20 1,704,684 1,704,684
Burbank, CA Pub Fin Auth Rev Golden
State Redev Proj Ser A (AMBAC Insd) 5.250 12/01/19 2,207,300 2,207,300
Burbank, CA Pub Fin Auth Rev Golden
State Redev Proj Ser A (AMBAC Insd) 5.250 12/01/23 1,622,040 1,622,040
Burbank, CA Wastewtr Treatment Rev
Ser A (AMBAC Insd) 5.000 06/01/29 2,125,652 2,125,652
Calexico, CA Uni Sch Dist Ser A
(MBIA Insd) (c) 5.000 08/01/27 2,142,936 2,142,936
California Edl Fac Auth Rev Pooled
College & Univ Ser B 6.625 06/01/20 1,109,270 1,109,270
California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B 5.250 04/01/24 1,012,180 1,012,180
California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B 6.750 06/01/30 1,087,360 1,087,360
California Edl Fac Auth Rev Student
Ln CA Ln Pgm Ser A (AMT) (MBIA Insd) 6.000 03/01/16 536,628 1,067,943 536,628 2,141,199
California Hlth Fac Fin Auth Rev
Cedars Sinai Med Ctr Ser A 6.125 12/01/19 1,100,980 2,752,450 3,853,430
California Hsg Fin Agy Rev Multi-Family
Hsg III Ser A (AMT) (MBIA Insd) 5.850 08/01/17 1,048,140 1,048,140 2,096,280
California Infrastructure & Econ Dev Bk
Rev (MBIA Insd) 5.500 06/01/15 1,128,210 1,128,210
California Infrastructure & Econ Dev Bk
Rev Bay Area Toll Brdgs First Lien Ser
A (FGIC Insd) 5.000 07/01/29 2,064,500 2,064,500
California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Gas & Elec Ser A Rfdg (MBIA Insd) 5.900 06/01/14 1,187,840 1,187,840
California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Pacific Gas & Elec Ser A Rfdg
(AMT) (FGIC Insd) 3.500 12/01/23 3,070,170 3,070,170
I-10
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------
1,000 6,200 7,200 California Pollutn Ctl Fin Auth Pollutn Ctl Rev
Southn CA Edison Co (AMT) (AMBAC Insd)
215 215 California Rural Home Mtg Fin Auth Single Family Mtg
Rev Mtg Bkd Secs Pgm Ser B (AMT) (GNMA Collateralized)
50 50 California Rural Home Mtg Fin Auth Single Family Mtg
Rev Mtg Bkd Secs Pgm Ser C (AMT) (GNMA Collateralized)
70 70 California Rural Home Mtg Fin Auth Single Family Mtg
Rev Mtg Bkd Secs Ser A2 (AMT) (GNMA Collateralized)
320 320 California Rural Home Mtg Fin Auth Single Family Mtg
Rev Pgm Ser B (AMT) (GNMA Collateralized)
60 60 120 California Rural Home Mtg Fin Auth Single Family Mtg
Rev Ser C (AMT) (GNMA Collateralized)
1,060 1,060 California Spl Dist Assn Fin Corp Ctf Part Spl Dist
Fin Pgm Ser KK (FSA Insd) (c)
2,400 2,400 California St (AMBAC Insd)
1,000 1,000 California St (CIFG Insd)
2,000 1,000 3,000 California St (FGIC Insd)
1,000 1,000 California St (MBIA Insd)
2,005 2,005 California St Cpn Muni Rcpts
2,555 2,555 California St Cpn Muni Rcpts
2,000 2,000 California St Dept Wtr Res Pwr Ser A (AMBAC Insd)
9,600 9,600 California St Prin Muni Rcpts (XLCA Insd)
1,585 1,585 California St Pub Wks Brd Dept Corrections Ser C
1,000 1,000 California St Pub Wks Brd Dept Corrections Ser C
3,000 3,000 California St Pub Wks Brd Energy Efficiency Rev Ser A
(FSA Insd)
2,205 2,205 California St Pub Wks Brd Lease Rev Dept Corrections
Ser E Rfdg (XLCA Insd)
1,000 1,000 California St Pub Wks Brd Lease Rev Dept Hlth Svcs
Ser A (MBIA Insd)
2,340 2,340 California St Rfdg (FGIC Insd)
1,255 1,255 California St Rfdg (XLCA Insd)
1,000 1,000 California St Univ Fresno Assn Inc Rev Sr Aux
Organization Event Ctr
1,000 1,000 California St Univ Fresno Assn Sr Aux Organization
Event Ctr
1,000 3,000 4,000 California St Vet Bd Ser BH (AMT) (FSA Insd)
1,000 2,000 2,000 5,000 California St Vet Bd Ser BH (AMT) (FSA Insd)
960 960 California St Vet Ser BJ (AMT)
2,000 2,000 California Statewide Cmntys Dev Auth Ctf Part
(Acquired 11/23/99, Cost $2,000,000) (a)
1,325 1,325 California Statewide Cmntys Dev Auth Wtr & Wastewtr
Rev Pooled Fin Pgm Ser B (FSA Insd)
1,280 1,280 California Statewide Cmntys Dev Auth Wtr Rev Pooled
Fin Pgm Ser C (FSA Insd)
1,000 1,000 California Statewide Cmntys Dev Huntington Mem Hosp
(Connie Lee Insd)
2,000 2,000 Campbell, CA Redev Agy Tax Alloc Ctr Campbell Redev
Proj Ser A
1,595 1,595 Cardiff, CA Sch Dist Cap Apprec (FGIC Insd) (c)
1,675 1,675 Cardiff, CA Sch Dist Cap Apprec (FGIC Insd) (c)
235 235 Carson, CA Impt Bond Act 1915 Assmt Dist No 92-1
2,000 2,000 Carson, CA Redev Agy Tax Alloc Ser A Rfdg (MBIA Insd)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (c)
VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
California Pollutn Ctl Fin Auth Pollutn Ctl Rev
Southn CA Edison Co (AMT) (AMBAC Insd) 6.000 07/01/27 1,002,760 6,217,112 7,219,872
California Rural Home Mtg Fin Auth Single Family Mtg
Rev Mtg Bkd Secs Pgm Ser B (AMT) (GNMA Collateralized) 6.150 06/01/20 219,038 219,038
California Rural Home Mtg Fin Auth Single Family Mtg
Rev Mtg Bkd Secs Pgm Ser C (AMT) (GNMA Collateralized) 7.500 08/01/27 51,692 51,692
California Rural Home Mtg Fin Auth Single Family Mtg
Rev Mtg Bkd Secs Ser A2 (AMT) (GNMA Collateralized) 7.950 12/01/24 70,701 70,701
California Rural Home Mtg Fin Auth Single Family Mtg
Rev Pgm Ser B (AMT) (GNMA Collateralized) 6.250 12/01/31 326,144 326,144
California Rural Home Mtg Fin Auth Single Family Mtg
Rev Ser C (AMT) (GNMA Collateralized) 7.800 02/01/28 62,071 62,071 124,142
California Spl Dist Assn Fin Corp Ctf Part Spl Dist
Fin Pgm Ser KK (FSA Insd) (c) 5.800 11/01/29 1,185,451 1,185,451
California St (AMBAC Insd) 6.400 09/01/08 2,758,632 2,758,632
California St (CIFG Insd) 5.000 10/01/22 1,055,820 1,055,820
California St (FGIC Insd) 5.000 10/01/23 2,067,000 1,033,500 3,100,500
California St (MBIA Insd) 5.000 02/01/26 1,039,820 1,039,820
California St Cpn Muni Rcpts * 03/01/08 1,831,146 1,831,146
California St Cpn Muni Rcpts * 09/01/09 2,190,223 2,190,223
California St Dept Wtr Res Pwr Ser A (AMBAC Insd) 5.500 05/01/16 2,284,560 2,284,560
California St Prin Muni Rcpts (XLCA Insd) * 09/01/09 8,280,576 8,280,576
California St Pub Wks Brd Dept Corrections Ser C 5.000 06/01/09 1,729,219 1,729,219
California St Pub Wks Brd Dept Corrections Ser C 5.500 06/01/23 1,089,060 1,089,060
California St Pub Wks Brd Energy Efficiency Rev Ser A
(FSA Insd) 5.250 05/01/08 3,038,310 3,038,310
California St Pub Wks Brd Lease Rev Dept Corrections
Ser E Rfdg (XLCA Insd) 5.000 06/01/18 2,402,017 2,402,017
California St Pub Wks Brd Lease Rev Dept Hlth Svcs
Ser A (MBIA Insd) 5.750 11/01/24 1,125,020 1,125,020
California St Rfdg (FGIC Insd) 5.000 02/01/23 2,456,087 2,456,087
California St Rfdg (XLCA Insd) 5.500 03/01/11 1,421,062 1,421,062
California St Univ Fresno Assn Inc Rev Sr Aux
Organization Event Ctr 6.000 07/01/22 1,060,320 1,060,320
California St Univ Fresno Assn Sr Aux Organization
Event Ctr 6.000 07/01/31 1,055,770 1,055,770
California St Vet Bd Ser BH (AMT) (FSA Insd) 5.400 12/01/15 1,025,850 3,077,550 4,103,400
California St Vet Bd Ser BH (AMT) (FSA Insd) 5.400 12/01/16 1,025,850 2,051,700 2,051,700 5,129,250
California St Vet Ser BJ (AMT) 5.700 12/01/32 984,922 984,922
California Statewide Cmntys Dev Auth Ctf Part
(Acquired 11/23/99, Cost $2,000,000) (a) 7.250 11/01/29 2,092,480 2,092,480
California Statewide Cmntys Dev Auth Wtr & Wastewtr
Rev Pooled Fin Pgm Ser B (FSA Insd) 5.250 10/01/23 1,433,226 1,433,226
California Statewide Cmntys Dev Auth Wtr Rev Pooled
Fin Pgm Ser C (FSA Insd) 5.250 10/01/28 1,356,134 1,356,134
California Statewide Cmntys Dev Huntington Mem Hosp
(Connie Lee Insd) 5.750 07/01/16 1,079,820 1,079,820
Campbell, CA Redev Agy Tax Alloc Ctr Campbell Redev
Proj Ser A 6.550 10/01/32 2,163,960 2,163,960
Cardiff, CA Sch Dist Cap Apprec (FGIC Insd) (c) * 08/01/24 590,341 590,341
Cardiff, CA Sch Dist Cap Apprec (FGIC Insd) (c) * 08/01/25 581,242 581,242
Carson, CA Impt Bond Act 1915 Assmt Dist No 92-1 7.375 09/02/22 239,263 239,263
Carson, CA Redev Agy Tax Alloc Ser A Rfdg (MBIA Insd) 5.000 10/01/23 2,129,000 2,129,000
Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (c) * 08/01/27 328,147 328,147
Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (c) * 08/01/28 309,192 309,192
Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (c) * 08/01/32 244,928 244,928
I-11
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (c)
2,000 2,000 Central Vly Fin Auth CA Cogeneration Proj Rev Carson
Ice Gen Proj Rev (MBIA Insd)
3,140 3,140 Cerritos, CA Cmnty College Dist Election 2004 Ser A
(MBIA Insd) (c)
1,500 1,500 Chaffey, CA Uni High Sch Dist Ser C (FSA Insd)
1,440 1,440 Chino Basin, CA Regl Fin Auth Rev Muni Wtr Dist Swr
Sys Proj (AMBAC Insd)
2,385 2,385 Chula Vista, CA Redev Agy Tax Alloc Sr Bayfront Ser D
Rfdg
1,000 1,000 Coachella, CA Redev Agy Tax Alloc Proj Area No 3 Rfdg
1,000 1,000 Colton, CA Redev Agy Tax Alloc Mt Vernon Corridor
Redev Proj
2,000 2,000 Commerce, CA Jt Pwr Fin Auth Lease Rev Cmntys Ctr
Proj (XLCA Insd)
1,600 1,600 Commerce, CA Jt Pwr Fin Cmnty Ctr Proj (XLCA Insd)
1,580 1,580 Commerce, CA Refuse Energy Auth Rev Rfdg (MBIA Insd)
(c) (d)
1,230 1,230 Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA
Insd)
1,110 1,110 Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA
Insd)
1,965 1,965 Contra Costa Cnty, CA Ctf Part Merrithew Mem Hosp
Proj Rfdg (MBIA Insd)
1,250 1,250 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA
Insd)
1,595 1,595 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA
Insd)
1,735 1,735 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA
Insd) (c)
615 615 Davis, CA Pub Fac Fin Auth Loc Agy Rev Mace Ranch
Area Ser A
1,000 1,000 Duarte, CA Redev Agy Tax Alloc Davis Addition Proj
Area Rfdg
1,000 1,000 2,000 East Bay, CA Muni Util Dist Wtr Sys Rev (MBIA Insd)
2,445 2,000 4,445 East Bay, CA Muni Util Dist Wtr Sys Rev Sub
1,280 1,280 El Cerrito, CA Redev Agy Tax Alloc Redev Proj Area
Ser B Rfdg (AMT) (MBIA Insd) (c)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd)
1,220 1,220 Emeryville, CA Pub Fin Auth Rev Assmt Dist Refin
1,000 1,000 Emeryville, CA Pub Fin Auth Shellmound Pk Redev & Hsg
Proj B (MBIA Insd)
1,000 1,000 2,000 Fairfield Suisun, CA Uni Sch Dist Spl Tax Cmnty Fac
Dist No 5 New Sch (FSA Insd)
2,155 3,000 5,155 Florin, CA Res Consv Dist Cap Impt Elk Grove Wtr Svc
Ser A (MBIA Insd)
1,000 1,000 2,000 Folsom, CA Spl Tax Cmnty Fac Dist No 2 Rfdg (Connie
Lee Insd)
1,010 1,010 Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1
Cap Apprec Ser A (AMBAC Insd) (c)
1,060 1,060 Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1
Cap Apprec Ser A (AMBAC Insd) (c)
1,000 1,000 Fontana, CA Redev Agy Tax Alloc Southeast Indl Pk
Proj Rfdg (MBIA Insd)
15,000 15,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap
Apprec Rfdg
VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (c) * 08/01/33 231,615 231,615
Central Vly Fin Auth CA Cogeneration Proj Rev Carson
Ice Gen Proj Rev (MBIA Insd) 5.000 07/01/17 2,163,580 2,163,580
Cerritos, CA Cmnty College Dist Election 2004 Ser A
(MBIA Insd) (c) 5.000 08/01/27 3,256,368 3,256,368
Chaffey, CA Uni High Sch Dist Ser C (FSA Insd) 5.000 05/01/27 1,554,120 1,554,120
Chino Basin, CA Regl Fin Auth Rev Muni Wtr Dist Swr
Sys Proj (AMBAC Insd) 7.000 08/01/08 1,680,293 1,680,293
Chula Vista, CA Redev Agy Tax Alloc Sr Bayfront Ser D
Rfdg 8.625 09/01/24 2,682,338 2,682,338
Coachella, CA Redev Agy Tax Alloc Proj Area No 3 Rfdg 5.875 12/01/28 1,023,010 1,023,010
Colton, CA Redev Agy Tax Alloc Mt Vernon Corridor
Redev Proj 6.300 09/01/36 1,064,650 1,064,650
Commerce, CA Jt Pwr Fin Auth Lease Rev Cmntys Ctr
Proj (XLCA Insd) 5.000 10/01/34 2,039,920 2,039,920
Commerce, CA Jt Pwr Fin Cmnty Ctr Proj (XLCA Insd) 5.000 10/01/29 1,639,568 1,639,568
Commerce, CA Refuse Energy Auth Rev Rfdg (MBIA Insd)
(c) (d) 5.000 07/01/06 1,622,897 1,622,897
Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA
Insd) 5.500 06/01/25 1,364,833 1,364,833
Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA
Insd) 5.000 06/01/29 1,148,861 1,148,861
Contra Costa Cnty, CA Ctf Part Merrithew Mem Hosp
Proj Rfdg (MBIA Insd) 5.500 11/01/22 2,153,424 2,153,424
Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA
Insd) * 09/01/16 754,075 754,075
Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA
Insd) * 09/01/17 909,325 909,325
Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA
Insd) (c) * 09/01/18 934,055 934,055
Davis, CA Pub Fac Fin Auth Loc Agy Rev Mace Ranch
Area Ser A 6.500 09/01/15 656,445 656,445
Duarte, CA Redev Agy Tax Alloc Davis Addition Proj
Area Rfdg 6.700 09/01/14 1,078,020 1,078,020
East Bay, CA Muni Util Dist Wtr Sys Rev (MBIA Insd) 5.000 06/01/21 1,054,720 1,054,720 2,109,440
East Bay, CA Muni Util Dist Wtr Sys Rev Sub 5.250 06/01/19 2,668,937 2,183,180 4,852,117
El Cerrito, CA Redev Agy Tax Alloc Redev Proj Area
Ser B Rfdg (AMT) (MBIA Insd) (c) 5.250 07/01/15 1,411,725 1,411,725
El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd) 5.600 09/01/29 1,095,480 1,095,480
El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd) 5.600 09/01/34 1,095,810 1,095,810
Emeryville, CA Pub Fin Auth Rev Assmt Dist Refin 5.900 09/02/21 1,244,998 1,244,998
Emeryville, CA Pub Fin Auth Shellmound Pk Redev & Hsg
Proj B (MBIA Insd) 5.000 09/01/19 1,074,820 1,074,820
Fairfield Suisun, CA Uni Sch Dist Spl Tax Cmnty Fac
Dist No 5 New Sch (FSA Insd) 5.375 08/15/29 1,065,440 1,065,440 2,130,880
Florin, CA Res Consv Dist Cap Impt Elk Grove Wtr Svc
Ser A (MBIA Insd) 5.000 09/01/33 2,209,996 3,076,560 5,286,556
Folsom, CA Spl Tax Cmnty Fac Dist No 2 Rfdg (Connie
Lee Insd) 5.250 12/01/19 1,102,130 1,102,130 2,204,260
Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1
Cap Apprec Ser A (AMBAC Insd) (c) * 10/01/19 511,252 511,252
Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1
Cap Apprec Ser A (AMBAC Insd) (c) * 10/01/21 475,410 475,410
Fontana, CA Redev Agy Tax Alloc Southeast Indl Pk
Proj Rfdg (MBIA Insd) 5.000 09/01/22 1,060,100 1,060,100
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap
Apprec Rfdg * 01/15/26 4,312,650 4,312,650
I-12
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------
1,000 4,000 6,000 11,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap
Apprec Rfdg
5,000 5,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap
Apprec Rfdg
2,950 2,950 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap
Apprec Sr Lien Ser A (Escrowed to Maturity)
2,500 3,000 5,500 Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap
Apprec Rfdg (b)
1,000 2,000 3,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap
Apprec Sr Lien Ser A (Escrowed to Maturity) (b)
1,000 1,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Rfdg
1,000 1,000 Galt Schs Jt Pwrs Auth CA Rev High Sch & Elem Sch Ser
A Rfdg (MBIA Insd)
1,115 1,115 Garden Grove, CA Pub Fin Auth Rev Ctfs Partn Wtr Svcs
Cap Impt Pgm (FSA Insd)
1,000 1,500 2,500 Glendale, CA Uni Sch Dist Ser C Indl No 1 (FSA Insd)
1,400 1,400 Hawaii Desert, CA Mem Hlthcare Dist Rev Rfdg
1,000 1,000 Huntington Park, CA Pub Fin Auth Lease Rev Wastewtr
Sys Proj Ser A
1,000 1,000 2,000 Imperial Irr Dist CA Ctf Part Elec Sys Proj (FSA Insd)
2,000 2,000 Industry, CA Urban Dev Agy Tax Alloc Civic Rev Indl
No 1 Rfdg (MBIA Insd)
1,000 1,000 Inland Empire Solid Waste Fin Auth CA Rev Landfill
Impt Fin Proj Ser B (AMT) (Prerefunded @ 08/01/06)
(FSA Insd)
1,000 1,435 1,000 3,435 Irvine, CA Pub Fac & Infrastructure Auth Assmt Rev
Ser B (AMBAC Insd)
800 800 Kern, CA Cmnty College Sch Fac Impt Dist Mammoth
Campus Ser A (AMBAC Insd) (c)
1,000 1,000 La Quinta, CA Fin Auth Loc Ser A (AMBAC Insd)
1,420 1,420 La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No
1 (AMBAC Insd)
1,600 1,600 La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No
1 Rfdg (MBIA Insd)
1,500 1,500 La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No
1 (AMBAC Insd)
1,145 1,145 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (c)
c)
1,020 1,020 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd)
1,255 1,255 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (c)
1,000 1,000 Long Beach, CA Bd Fin Auth Lease Rev Rainbow Harbor
Refin Proj Ser A (AMBAC Insd)
1,685 1,685 Long Beach, CA Bd Fin Auth North Long Beach Redev
Proj Ser A (AMBAC Insd)
3,555 3,555 Long Beach, CA Hbr Rev Ser A (AMT) (FGIC Insd)
1,000 1,000 Los Angeles, CA Cmnty College Dist Ser A (MBIA Insd)
1,000 1,000 Los Angeles, CA Ctf Part Dept Pub Social Svcs Ser A
(AMBAC Insd)
1,000 1,000 Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L.
A. (AMBAC Insd)
1,000 1,000 Los Angeles, CA Uni Sch Dist 1997 Election Ser E
(Prerefunded @ 07/01/12) (MBIA Insd)
1,000 1,000 Los Angeles, CA Uni Sch Dist Ser A (FSA Insd)
2,000 2,000 Los Angeles Cnty, CA Met Tran Auth Sales Tax Rev Prop
A First Tier Sr Ser C Rfdg (AMBAC Insd)
1,850 1,850 Los Angeles Cnty, CA Pension Oblig Ctf Ltd Muni Oblig
Ser A (MBIA Insd)
1,250 1,250 Los Angeles Cnty, CA Sch Regionalized Business Svc
Ctf LA Cnty Sch Pooled Fin Proj Ser A (FSA Insd)
VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap
Apprec Rfdg * 01/15/30 224,020 896,080 1,344,120 2,464,220
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap
Apprec Rfdg * 01/15/31 1,053,350 1,053,350
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap
Apprec Sr Lien Ser A (Escrowed to Maturity) * 01/01/27 977,364 977,364
Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap
Apprec Rfdg (b) 0/5.875 01/15/27 1,997,175 2,396,610 4,393,785
Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap
Apprec Sr Lien Ser A (Escrowed to Maturity) (b) 0/7.050 01/01/10 1,186,380 2,372,760 3,559,140
Foothill/Eastern Corridor Agy CA Toll Rd Rev Rfdg 5.750 01/15/40 1,011,950 1,011,950
Galt Schs Jt Pwrs Auth CA Rev High Sch & Elem Sch Ser
A Rfdg (MBIA Insd) 5.750 11/01/16 1,121,580 1,121,580
Garden Grove, CA Pub Fin Auth Rev Ctfs Partn Wtr Svcs
Cap Impt Pgm (FSA Insd) 5.000 12/15/23 1,183,662 1,183,662
Glendale, CA Uni Sch Dist Ser C Indl No 1 (FSA Insd) 5.500 09/01/19 1,119,380 1,679,070 2,798,450
Hawaii Desert, CA Mem Hlthcare Dist Rev Rfdg 5.500 10/01/19 1,382,836 1,382,836
Huntington Park, CA Pub Fin Auth Lease Rev Wastewtr
Sys Proj Ser A 6.200 10/01/25 1,044,610 1,044,610
Imperial Irr Dist CA Ctf Part Elec Sys Proj (FSA Insd) 5.250 11/01/23 1,080,780 1,080,780 2,161,560
Industry, CA Urban Dev Agy Tax Alloc Civic Rev Indl
No 1 Rfdg (MBIA Insd) 5.500 05/01/14 2,171,080 2,171,080
Inland Empire Solid Waste Fin Auth CA Rev Landfill
Impt Fin Proj Ser B (AMT) (Prerefunded @ 08/01/06)
(FSA Insd) 6.000 08/01/16 1,086,990 1,086,990
Irvine, CA Pub Fac & Infrastructure Auth Assmt Rev
Ser B (AMBAC Insd) 5.000 09/02/22 1,037,190 1,488,368 1,037,190 3,562,748
Kern, CA Cmnty College Sch Fac Impt Dist Mammoth
Campus Ser A (AMBAC Insd) (c) 5.000 08/01/19 861,760 861,760
La Quinta, CA Fin Auth Loc Ser A (AMBAC Insd) 5.250 09/01/24 1,083,430 1,083,430
La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No
1 (AMBAC Insd) 5.000 09/01/22 1,513,649 1,513,649
La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No
1 Rfdg (MBIA Insd) 7.300 09/01/08 1,888,704 1,888,704
La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No
1 (AMBAC Insd) 5.125 09/01/32 1,560,705 1,560,705
Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (c)
c) * 08/01/21 517,609 517,609
Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) * 08/01/24 377,522 377,522
Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (c) * 08/01/25 435,498 435,498
Long Beach, CA Bd Fin Auth Lease Rev Rainbow Harbor
Refin Proj Ser A (AMBAC Insd) 5.250 05/01/24 1,073,250 1,073,250
Long Beach, CA Bd Fin Auth North Long Beach Redev
Proj Ser A (AMBAC Insd) 5.375 08/01/21 1,855,303 1,855,303
Long Beach, CA Hbr Rev Ser A (AMT) (FGIC Insd) 5.250 05/15/18 3,766,985 3,766,985
Los Angeles, CA Cmnty College Dist Ser A (MBIA Insd) 5.000 06/01/26 1,030,250 1,030,250
Los Angeles, CA Ctf Part Dept Pub Social Svcs Ser A
(AMBAC Insd) 5.500 08/01/31 1,083,490 1,083,490
Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L.
A. (AMBAC Insd) 6.000 11/01/19 1,158,960 1,158,960
Los Angeles, CA Uni Sch Dist 1997 Election Ser E
(Prerefunded @ 07/01/12) (MBIA Insd) 5.500 07/01/17 1,137,100 1,137,100
Los Angeles, CA Uni Sch Dist Ser A (FSA Insd) 5.250 07/01/20 1,097,310 1,097,310
Los Angeles Cnty, CA Met Tran Auth Sales Tax Rev Prop
A First Tier Sr Ser C Rfdg (AMBAC Insd) 5.000 07/01/23 2,079,900 2,079,900
Los Angeles Cnty, CA Pension Oblig Ctf Ltd Muni Oblig
Ser A (MBIA Insd) 6.900 06/30/08 2,147,313 2,147,313
Los Angeles Cnty, CA Sch Regionalized Business Svc
Ctf LA Cnty Sch Pooled Fin Proj Ser A (FSA Insd) 5.000 09/01/28 1,289,113 1,289,113
I-13
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------
1,200 1,200 Los Angeles Cnty, CA Sch Regionalized Business Svc
Ctf Part Cap Apprec Pooled Fin Ser A (AMBAC Insd)
517 517 Los Angeles Cnty, CA Tran Comm Lease Rev Dia RR Lease
Ltd (FSA Insd)
2,000 2,000 Los Angeles, CA Cmnty Redev Agy Cmnty Redev Fin Auth
Rev Bunker Hill Proj Ser A (FSA Insd)
1,900 1,900 Los Angeles, CA Ctf Part
1,000 1,000 Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W
L.A. (AMBAC Insd)
2,000 2,000 Los Angeles, CA Dept Wtr & Pwr Sys Ser C (MBIA Insd)
1,468 1,468 Los Angeles, CA Multi-Family Rev Hsg Earthquake Rehab
Proj Ser A (AMT) (FNMA Collateralized)
460 460 Los Angeles, CA Single Family Home Mtg Rev Pgm Ser A
(AMT) (GNMA Collateralized)
1,000 1,000 Los Angeles, CA Wtr & Pwr Rev Sys Ser A (MBIA Insd)
1,000 1,000 Los Gatos, CA Jt Uni High Sch Election of 1998 Ser C
(FSA Insd)
1,000 1,000 Lucia Mar Uni Sch Dist Election 2004 Ser A (FGIC Insd)
1,190 1,190 Lynwood, CA Util Auth Enterp Rev (FSA Insd) (c)
3,650 3,650 Manhattan Beach, CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd)
1,000 1,000 Mendocino Cnty, CA Ctf Part Cnty Pub Fac Corp (MBIA
Insd)
2,400 2,400 Metropolitan Wtr Dist Southn CA Auth Ser B2 (FGIC
Insd)
3,720 3,720 Midpeninsula Regl Open Space Dist CA Fin Auth Rev
(AMBAC Insd) (c)
3,240 3,240 Midpeninsula Regl Open Space Dist CA Fin Auth Rev Cap
Apprec Second Issue (AMBAC Insd)
1,710 1,710 Modesto, CA Irr Dist Ctf Part Cap Impts Ser A (FSA
Insd)
2,000 2,000 Montclair, CA Redev Agy Mobile Home Pk Rev Hacienda
Mobile Home Pk Proj
1,405 1,405 Moorpark, CA Uni Sch Dist Ser A (FSA Insd) (c)
1,000 1,000 Moorpark, CA Uni Sch Dist Ser A (FSA Insd)
3,180 3,180 Mount Diablo, CA Uni Sch Dist (FSA Insd)
1,110 1,110 Mountain View Los Altos, CA Uni High Sch Dist Cap
Apprec Ser D (FSA Insd) (c)
1,730 1,730 National City, CA Cmnty Dev Commn Tax Alloc National
City Redev Proj Ser A (AMBAC Insd) (c)
2,000 2,000 Needles, CA Pub Util Auth Util Sys Acquisition Proj
Ser A
2,000 2,000 Oakland, CA Uni Sch Dist Alameda Cnty Ctf Part Energy
Retrofit Proj (Prerefunded @ 11/15/06) (Acquired
5/24/96, Cost $1,908,220) (a)
1,000 1,000 Oakland, CA Uni Sch Dist Alameda Cnty Ctf Part
Om-Energy Retrofit Proj (Prerefunded @ 11/15/05)
(Acquired 1/22/02, Cost $1,153,610) (a)
2,000 1,000 3,000 Oxnard, CA Harbor Dist Rev Ser B
1,230 1,230 Palm Desert, CA Fin Auth Tax Alloc Rev Proj Area No 2
Ser A Rfdg (MBIA Insd) (c)
1,100 1,100 Pasadena, CA Area Cmnty College Dist Election of 2002
Ser A (FGIC Insd)
870 870 Pasadena, CA Spl Tax Cmnty Fac Dist No 1 Civic Ctr
West (Escrowed to Maturity)
1,040 1,040 Perris, CA Pub Fin Auth Rev Tax Alloc Ser A (MBIA
Insd) (c)
1,000 1,000 Perris, CA Pub Fin Auth Rev Tax Alloc Ser A (MBIA
Insd)
1,000 1,000 Pico Rivera, CA Wtr Auth Rev Wtr Sys Proj Ser A (MBIA
Insd)
1,375 1,375 Pittsburg, CA Redev Agy Tax Alloc Los Medanos Cmnty
Dev Proj (AMBAC Insd)
VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
Los Angeles Cnty, CA Sch Regionalized Business Svc
Ctf Part Cap Apprec Pooled Fin Ser A (AMBAC Insd) * 08/01/26 387,408 387,408
Los Angeles Cnty, CA Tran Comm Lease Rev Dia RR Lease
Ltd (FSA Insd) 7.375 12/15/06 520,603 520,603
Los Angeles, CA Cmnty Redev Agy Cmnty Redev Fin Auth
Rev Bunker Hill Proj Ser A (FSA Insd) 5.000 12/01/27 2,074,540 2,074,540
Los Angeles, CA Ctf Part 5.700 02/01/18 1,996,862 1,996,862
Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L.
A. (AMBAC Insd) 6.000 11/01/19 1,158,960 1,158,960
Los Angeles, CA Dept Wtr & Pwr Sys Ser C (MBIA Insd) 5.000 07/01/26 2,089,580 2,089,580
Los Angeles, CA Multi-Family Rev Hsg Earthquake Rehab
Proj Ser A (AMT) (FNMA Collateralized) 5.700 12/01/27 1,533,347 1,533,347
Los Angeles, CA Single Family Home Mtg Rev Pgm Ser A
(AMT) (GNMA Collateralized) 6.875 06/01/25 460,193 460,193
Los Angeles, CA Wtr & Pwr Rev Sys Ser A (MBIA Insd) 5.375 07/01/18 1,114,440 1,114,440
Los Gatos, CA Jt Uni High Sch Election of 1998 Ser C
(FSA Insd) 5.000 06/01/27 1,036,340 1,036,340
Lucia Mar Uni Sch Dist Election 2004 Ser A (FGIC Insd) 5.000 08/01/25 1,050,750 1,050,750
Lynwood, CA Util Auth Enterp Rev (FSA Insd) (c) 5.000 06/01/25 1,241,860 1,241,860
Manhattan Beach, CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd) * 09/01/22 1,540,373 1,540,373
Mendocino Cnty, CA Ctf Part Cnty Pub Fac Corp (MBIA 5.250 06/01/30 1,054,700 1,054,700
Insd)
Metropolitan Wtr Dist Southn CA Auth Ser B2 (FGIC
Insd) 5.000 10/01/26 2,500,728 2,500,728
Midpeninsula Regl Open Space Dist CA Fin Auth Rev * 08/01/27 1,038,215 1,038,215
(AMBAC Insd) (c)
Midpeninsula Regl Open Space Dist CA Fin Auth Rev Cap
Apprec Second Issue (AMBAC Insd) * 08/01/26 962,118 962,118
Modesto, CA Irr Dist Ctf Part Cap Impts Ser A (FSA
Insd) 5.250 07/01/17 1,897,125 1,897,125
Montclair, CA Redev Agy Mobile Home Pk Rev Hacienda
Mobile Home Pk Proj 6.000 11/15/22 1,998,840 1,998,840
Moorpark, CA Uni Sch Dist Ser A (FSA Insd) (c) 5.375 08/01/18 1,581,285 1,581,285
Moorpark, CA Uni Sch Dist Ser A (FSA Insd) 5.000 08/01/23 1,052,490 1,052,490
Mount Diablo, CA Uni Sch Dist (FSA Insd) 5.000 08/01/26 3,298,709 3,298,709
Mountain View Los Altos, CA Uni High Sch Dist Cap
Apprec Ser D (FSA Insd) (c) * 08/01/24 410,833 410,833
National City, CA Cmnty Dev Commn Tax Alloc National
City Redev Proj Ser A (AMBAC Insd) (c) 5.500 08/01/32 1,881,358 1,881,358
Needles, CA Pub Util Auth Util Sys Acquisition Proj
Ser A 6.500 02/01/22 2,059,860 2,059,860
Oakland, CA Uni Sch Dist Alameda Cnty Ctf Part Energy
Retrofit Proj (Prerefunded @ 11/15/06) (Acquired
5/24/96, Cost $1,908,220) (a) 6.750 11/15/14 2,230,560 2,230,560
Oakland, CA Uni Sch Dist Alameda Cnty Ctf Part
Om-Energy Retrofit Proj (Prerefunded @ 11/15/05)
(Acquired 1/22/02, Cost $1,153,610) (a) 7.000 11/15/11 1,073,350 1,073,350
Oxnard, CA Harbor Dist Rev Ser B 6.000 08/01/24 2,114,800 1,057,400 3,172,200
Palm Desert, CA Fin Auth Tax Alloc Rev Proj Area No 2
Ser A Rfdg (MBIA Insd) (c) 5.000 08/01/21 1,318,708 1,318,708
Pasadena, CA Area Cmnty College Dist Election of 2002
Ser A (FGIC Insd) 5.000 06/01/21 1,175,548 1,175,548
Pasadena, CA Spl Tax Cmnty Fac Dist No 1 Civic Ctr
West (Escrowed to Maturity) * 12/01/07 749,775 749,775
Perris, CA Pub Fin Auth Rev Tax Alloc Ser A (MBIA
Insd) (c) 5.000 10/01/24 1,096,118 1,096,118
Perris, CA Pub Fin Auth Rev Tax Alloc Ser A (MBIA
Insd) 5.000 10/01/31 1,027,130 1,027,130
Pico Rivera, CA Wtr Auth Rev Wtr Sys Proj Ser A (MBIA
Insd) 5.500 05/01/19 1,163,280 1,163,280
Pittsburg, CA Redev Agy Tax Alloc Los Medanos Cmnty
Dev Proj (AMBAC Insd) * 08/01/26 444,469 444,469
I-14
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------
1,000 1,000 Pomona, CA Ctf Part Mission Promenade Proj Ser AE
(AMBAC Insd)
3,350 3,350 Port Oakland, CA Port Rev Ser G (AMT) (MBIA Insd)
1,000 1,000 Poway, CA Redev Agy Tax Alloc Paguay Redev Proj Ser A
(MBIA Insd)
2,000 2,000 Rancho Cordova Cmnty Fac Dist CA Spl Tax No 2003-1
Sunridge Anatolia
1,000 1,000 Rancho Cucamonga, CA Redev Agy Tax Alloc Rancho Redev
Proj (FSA Insd)
2,540 2,540 Rancho Mirage, CA Redev Agy Tax Alloc Redev Plan 1984
Proj Ser A-E (MBIA Insd)
1,800 1,800 Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A
Rfdg (MBIA Insd)
1,000 1,000 Redondo Beach, CA Pub Fin Auth Rev South Bay Ctr
Redev Proj
1,000 1,000 Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A
Rfdg (MBIA Insd)
4,000 4,000 Redwood City, CA Sch Dist (FGIC Insd)
3,000 3,000 Redwood City, CA Sch Dist (FGIC Insd)
1,000 1,000 Richmond, CA Rev YMCA East Bay Proj Rfdg
1,400 2,000 3,400 Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A
2,000 2,000 Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A
Rfdg (AMBAC Insd)
1,360 1,360 Sacramento Cnty, CA Wtr Fin Auth Rev Agy Zones 40 41
Wtr Sys Proj (AMBAC Insd) (c)
2,000 2,000 Sacramento, CA City Fin Auth City Hall & Redev Proj
Ser A (FSA Insd)
1,750 2,000 3,750 Sacramento, CA City Fin Auth Rev Cap Impt (AMBAC Insd)
700 700 Sacramento, CA Cogeneration Auth Cogeneration Proj
Rev Proctor & Gamble Proj
2,000 2,000 Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC
Insd)
2,000 2,000 San Bernardino, CA Jt Pwrs Fin Auth Ctf Part (MBIA
Insd)
2,500 2,500 San Bernardino, CA Redev Agy Tax Alloc San Sevaine
Redev Proj Ser A
6,000 6,000 San Diego Cnty, CA Wtr Auth Wtr Rev Ctf Part Ser B
(Inverse Fltg) (Prerefunded @ 04/27/06) (Variable
Rate Coupon) (MBIA Insd) (e)
955 955 San Diego, CA Hsg Auth Multi-Family Hsg Rev (AMT)
(GNMA Collateralized)
1,000 1,000 San Diego, CA Pub Fac Fin Auth Swr Rev (FGIC Insd)
1,000 1,000 San Diego, CA Redev Agy Centre City Redev Proj Ser A
1,000 1,000 San Dimas, CA Redev Agy Tax Alloc Creative Growth Ser
A (FSA Insd)
1,000 1,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Second Ser Issue 12-A (AMT) (FGIC Insd)
1,000 1,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Second Ser 27A Rfdg (AMT) (MBIA Insd)
3,000 3,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Second Ser 27A Rfdg (AMT) (MBIA Insd)
1,500 1,500 San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Second Ser 30 Rfdg (XLCA Insd)
2,000 2,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Second Ser Issue 12-A (AMT) (FGIC Insd)
3,225 3,225 San Francisco, CA City & Cnty Redev Agy Lease Rev
George Moscone (XLCA Insd)
2,130 2,130 San Francisco, CA City & Cnty Redev Agy Lease Rev
George Moscone (XLCA Insd)
VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
Pomona, CA Ctf Part Mission Promenade Proj Ser AE
(AMBAC Insd) 5.375 10/01/32 1,064,830 1,064,830
Port Oakland, CA Port Rev Ser G (AMT) (MBIA Insd) 5.375 11/01/25 3,537,031 3,537,031
Poway, CA Redev Agy Tax Alloc Paguay Redev Proj Ser A
(MBIA Insd) 5.000 06/15/33 1,022,090 1,022,090
Rancho Cordova Cmnty Fac Dist CA Spl Tax No 2003-1
Sunridge Anatolia 6.000 09/01/24 2,058,980 2,058,980
Rancho Cucamonga, CA Redev Agy Tax Alloc Rancho Redev
Proj (FSA Insd) 5.250 09/01/20 1,092,040 1,092,040
Rancho Mirage, CA Redev Agy Tax Alloc Redev Plan 1984
Proj Ser A-E (MBIA Insd) 5.250 04/01/33 2,654,910 2,654,910
Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A
Rfdg (MBIA Insd) 4.750 08/01/21 1,848,654 1,848,654
Redondo Beach, CA Pub Fin Auth Rev South Bay Ctr
Redev Proj 7.000 07/01/16 1,060,240 1,060,240
Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A
Rfdg (MBIA Insd) 4.750 08/01/21 1,027,030 1,027,030
Redwood City, CA Sch Dist (FGIC Insd) 5.000 07/15/23 4,208,680 4,208,680
Redwood City, CA Sch Dist (FGIC Insd) 5.000 07/15/27 3,099,570 3,099,570
Richmond, CA Rev YMCA East Bay Proj Rfdg 7.250 06/01/17 1,044,450 1,044,450
Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A 5.875 12/01/27 1,470,952 2,101,360 3,572,312
Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A
Rfdg (AMBAC Insd) 5.500 12/01/16 2,338,680 2,338,680
Sacramento Cnty, CA Wtr Fin Auth Rev Agy Zones 40 41
Wtr Sys Proj (AMBAC Insd) (c) 5.000 06/01/17 1,482,237 1,482,237
Sacramento, CA City Fin Auth City Hall & Redev Proj
Ser A (FSA Insd) 5.000 12/01/28 2,058,220 2,058,220
Sacramento, CA City Fin Auth Rev Cap Impt (AMBAC Insd) 5.000 12/01/33 1,796,865 2,053,560 3,850,425
Sacramento, CA Cogeneration Auth Cogeneration Proj
Rev Proctor & Gamble Proj 6.375 07/01/10 727,174 727,174
Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC
Insd) 5.250 08/01/31 2,070,000 2,070,000
San Bernardino, CA Jt Pwrs Fin Auth Ctf Part (MBIA
Insd) 5.500 09/01/20 2,241,500 2,241,500
San Bernardino, CA Redev Agy Tax Alloc San Sevaine
Redev Proj Ser A 7.000 09/01/24 2,710,150 2,710,150
San Diego Cnty, CA Wtr Auth Wtr Rev Ctf Part Ser B
(Inverse Fltg) (Prerefunded @ 04/27/06) (Variable
Rate Coupon) (MBIA Insd) (e) 10.820 04/08/21 7,001,280 7,001,280
San Diego, CA Hsg Auth Multi-Family Hsg Rev (AMT)
(GNMA Collateralized) 5.000 07/20/18 998,806 998,806
San Diego, CA Pub Fac Fin Auth Swr Rev (FGIC Insd) 5.000 05/15/20 1,021,850 1,021,850
San Diego, CA Redev Agy Centre City Redev Proj Ser A 6.400 09/01/25 1,065,400 1,065,400
San Dimas, CA Redev Agy Tax Alloc Creative Growth Ser
A (FSA Insd) 5.000 09/01/16 1,087,220 1,087,220
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Second Ser Issue 12-A (AMT) (FGIC Insd) 5.800 05/01/21 1,048,590 1,048,590
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Second Ser 27A Rfdg (AMT) (MBIA Insd) 5.250 05/01/26 1,032,500 1,032,500
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Second Ser 27A Rfdg (AMT) (MBIA Insd) 5.250 05/01/31 3,080,550 3,080,550
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Second Ser 30 Rfdg (XLCA Insd) 5.250 05/01/16 1,680,990 1,680,990
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Second Ser Issue 12-A (AMT) (FGIC Insd) 5.800 05/01/21 2,097,180 2,097,180
San Francisco, CA City & Cnty Redev Agy Lease Rev
George Moscone (XLCA Insd) * 07/01/12 2,415,106 2,415,106
San Francisco, CA City & Cnty Redev Agy Lease Rev
George Moscone (XLCA Insd) * 07/01/14 1,441,179 1,441,179
I-15
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------
2,000 5,000 1,000 8,000 San Jose, CA Fin Auth Lease Rev Convention Ctr Proj
Ser F Rfdg (MBIA Insd)
1,000 1,000 San Jose, CA Single Family Mtg Rev Cap Accumulator
(Escrowed to Maturity) (GEMIC Insd)
1,600 1,600 San Leandro, CA Ctf Part Lib & Fire Stations Fin
(AMBAC Insd)
2,000 2,000 San Leandro, CA Ctf Part Lib & Fire Stations Fin
(AMBAC Insd)
1,000 1,000 San Marcos, CA Pub Fac Auth Sub Tax Incrmnt Proj Area
3 Ser A
2,725 2,725 San Mateo, CA Uni High Sch Dist Rfdg (FSA Insd)
3,000 1,000 4,000 San Ramon Vly, CA Sch Dist Election 2002 (FSA Insd)
1,000 1,000 Sanger, CA Uni Sch Dist Rfdg (MBIA Insd)
1,000 1,000 Santa Ana, CA Multi-Family Hsg Rev Villa Del Sol Apts
Ser B (AMT) (FNMA Collateralized)
1,350 1,350 Santa Ana, CA Uni Sch Dist (MBIA Insd) (c)
2,820 2,820 Santa Ana, CA Uni Sch Dist (MBIA Insd)
1,000 3,200 4,200 Semitropic Impt Dist Semitropic Wtr Storage Dist CA
Wtr Ser A (XLCA Insd)
1,005 1,005 Simi Vly, CA Cmnty Dev Agy Coml Sycamore Plaza II
Rfdg (Acquired 7/28/98, Cost $1,005,000) (a)
1,220 1,220 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c)
1,285 1,285 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c)
1,350 1,350 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c)
1,305 1,305 South Orange Cnty, CA Pub Fin Auth Reassmt Rev (FSA
Insd)
1,640 1,640 South Tahoe, CA Jt Pwr Fin Auth Rev S Tahoe Redev
Proj Area 1-A Rfdg (FSA Insd)
5,000 5,000 Southern CA Pub Pwr Auth Pwr Proj Rev Multi-Projs
600 600 Southern CA Pub Pwr Auth Pwr Proj Rev Multi-Projs
945 945 Stanton, CA Multi-Family Rev Hsg Contl Garden Apts
(AMT) (Variable Rate Coupon) (FNMA Collateralized)
1,000 1,745 2,745 State Center, CA Cmnty Election 2002 Ser A (MBIA Insd)
1,000 1,000 Stockton, CA South Stockton Cmnty Fac Dist Spl Tax No
90-1 Rfdg
1,260 1,260 Sweetwater, CA Auth Wtr Rev (FSA Insd)
1,325 1,325 Sweetwater, CA Auth Wtr Rev (FSA Insd)
2,000 2,000 University of CA Ctf Part San Diego Campus Proj Ser A
6,000 6,000 University of CA Rev Hosp UCLA Med Ctr Ser A (AMBAC
Insd)
1,000 1,000 University of CA Rev Multi Purp Proj Ser M (FGIC Insd)
1,000 1,000 University of CA Rev Resh Fac Ser E (AMBAC Insd)
1,000 1,000 Ventura Cnty, CA Cmnty College Ser A (MBIA Insd)
2,000 2,000 Ventura Cnty, CA Ctf Part Pub Fin Auth I (FSA Insd)
1,000 1,000 Vista, CA Mobile Home Pk Rev Estrella De Oro Mobile
Home Ser A (Prerefunded @ 02/01/25)
1,000 1,000 Woodland, CA Fin Auth Lease Rev Cap Proj Rfdg (XLCA
Insd)
PUERTO RICO 5.1%
VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
San Jose, CA Fin Auth Lease Rev Convention Ctr Proj
Ser F Rfdg (MBIA Insd) 5.000 09/01/17 2,172,340 5,430,850 1,086,170 8,689,360
San Jose, CA Single Family Mtg Rev Cap Accumulator
(Escrowed to Maturity) (GEMIC Insd) * 04/01/16 620,290 620,290
San Leandro, CA Ctf Part Lib & Fire Stations Fin
(AMBAC Insd) 5.700 11/01/20 1,819,184 1,819,184
San Leandro, CA Ctf Part Lib & Fire Stations Fin
(AMBAC Insd) 5.750 11/01/29 2,226,960 2,226,960
San Marcos, CA Pub Fac Auth Sub Tax Incrmnt Proj Area
3 Ser A 6.750 10/01/30 1,088,030 1,088,030
San Mateo, CA Uni High Sch Dist Rfdg (FSA Insd) 5.000 09/01/23 2,910,845 2,910,845
San Ramon Vly, CA Sch Dist Election 2002 (FSA Insd) 5.000 08/01/24 3,171,810 1,057,270 4,229,080
Sanger, CA Uni Sch Dist Rfdg (MBIA Insd) 5.600 08/01/23 1,178,240 1,178,240
Santa Ana, CA Multi-Family Hsg Rev Villa Del Sol Apts
Ser B (AMT) (FNMA Collateralized) 5.650 11/01/21 1,015,190 1,015,190
Santa Ana, CA Uni Sch Dist (MBIA Insd) (c) 5.375 08/01/21 1,496,327 1,496,327
Santa Ana, CA Uni Sch Dist (MBIA Insd) 5.375 08/01/27 3,029,949 3,029,949
Semitropic Impt Dist Semitropic Wtr Storage Dist CA
Wtr Ser A (XLCA Insd) 5.125 12/01/35 1,040,730 3,330,336 4,371,066
Simi Vly, CA Cmnty Dev Agy Coml Sycamore Plaza II
Rfdg (Acquired 7/28/98, Cost $1,005,000) (a) 6.000 09/01/12 1,051,933 1,051,933
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c) 5.250 09/01/20 1,335,863 1,335,863
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c) 5.250 09/01/21 1,401,036 1,401,036
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c) 5.250 09/01/22 1,464,588 1,464,588
South Orange Cnty, CA Pub Fin Auth Reassmt Rev (FSA
Insd) 5.800 09/02/18 1,487,687 1,487,687
South Tahoe, CA Jt Pwr Fin Auth Rev S Tahoe Redev
Proj Area 1-A Rfdg (FSA Insd) 5.000 10/01/29 1,692,398 1,692,398
Southern CA Pub Pwr Auth Pwr Proj Rev Multi-Projs 6.750 07/01/12 6,026,900 6,026,900
Southern CA Pub Pwr Auth Pwr Proj Rev Multi-Projs 5.500 07/01/20 600,882 600,882
Stanton, CA Multi-Family Rev Hsg Contl Garden Apts
(AMT) (Variable Rate Coupon) (FNMA Collateralized) 5.625 08/01/29 1,011,585 1,011,585
State Center, CA Cmnty Election 2002 Ser A (MBIA Insd) 5.500 08/01/28 1,098,490 1,916,865 3,015,355
Stockton, CA South Stockton Cmnty Fac Dist Spl Tax No
90-1 Rfdg 6.400 09/01/15 1,048,830 1,048,830
Sweetwater, CA Auth Wtr Rev (FSA Insd) 5.500 04/01/17 1,406,185 1,406,185
Sweetwater, CA Auth Wtr Rev (FSA Insd) 5.500 04/01/18 1,478,726 1,478,726
University of CA Ctf Part San Diego Campus Proj Ser A 5.250 01/01/32 2,079,120 2,079,120
University of CA Rev Hosp UCLA Med Ctr Ser A (AMBAC
Insd) 5.250 05/15/30 6,322,680 6,322,680
University of CA Rev Multi Purp Proj Ser M (FGIC Insd) 5.125 09/01/17 1,094,100 1,094,100
University of CA Rev Resh Fac Ser E (AMBAC Insd) 5.000 09/01/19 1,077,290 1,077,290
Ventura Cnty, CA Cmnty College Ser A (MBIA Insd) 5.500 08/01/23 1,114,960 1,114,960
Ventura Cnty, CA Ctf Part Pub Fin Auth I (FSA Insd) 5.250 08/15/15 2,198,060 2,198,060
Vista, CA Mobile Home Pk Rev Estrella De Oro Mobile
Home Ser A (Prerefunded @ 02/01/25) 5.875 02/01/28 1,106,370 1,106,370
Woodland, CA Fin Auth Lease Rev Cap Proj Rfdg (XLCA
Insd) 5.000 03/01/25 1,034,640 1,034,640
----------------------------------------------------------
53,689,138 232,868,883 149,937,242 436,495,263
----------------------------------------------------------
I-16
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- ----------------------------------------------------------------------------------------------------------------
5,000 5,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y
Rfdg (FSA Insd)
1,000 1,000 Puerto Rico Comwlth Hwy & Tran Rev Tran Rev Sub (FGIC
Insd)
2,000 2,000 4,000 Puerto Rico Elec Pwr Auth Pwr Rev Ser II (XLCA Insd)
3,000 3,000 Puerto Rico Elec Pwr Auth Rev Ser QQ (XLCA Insd) (d)
U. S. VIRGIN ISLANDS 1.9%
1,000 1,000 2,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln
Nt Ser A
1,000 1,000 2,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln
Nt Ser A
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln
Nt Ser A (ACA Insd)
VKC VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y
Rfdg (FSA Insd) 6.250 07/01/21 6,341,300 6,341,300
Puerto Rico Comwlth Hwy & Tran Rev Tran Rev Sub (FGIC
Insd) 5.250 07/01/16 1,127,080 1,127,080
Puerto Rico Elec Pwr Auth Pwr Rev Ser II (XLCA Insd) 5.375 07/01/17 2,243,380 2,243,380 4,486,760
Puerto Rico Elec Pwr Auth Rev Ser QQ (XLCA Insd) (d) 5.500 07/01/18 3,459,150 3,459,150
----------------------------------------------------------
3,459,150 2,243,380 9,711,760 15,414,290
----------------------------------------------------------
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln
Nt Ser A 6.375 10/01/19 1,158,180 1,158,180 2,316,360
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln
Nt Ser A 6.500 10/01/24 1,161,490 1,161,490 2,322,980
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln
Nt Ser A (ACA Insd) 6.125 10/01/29 1,120,460 1,120,460
----------------------------------------------------------
0 3,440,130 2,319,670 5,759,800
----------------------------------------------------------
VKC VQC VCV PROFORMA
MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS 151.1%
(Cost $419,871,260)................................. 57,148,288 238,552,393 161,968,672 457,669,353
TOTAL SHORT-TERM INVESTMENTS 0.1%
(Cost $400,000)..................................... 200,000 - 200,000 400,000
------------------------------------------------------------
TOTAL INVESTMENTS 151.2%
(Cost $420,271,260)................................. 57,348,288 238,552,393 162,168,672 458,069,353
LIABILITIES IN EXCESS OF OTHER ASSETS (0.0)% (2,918,369) 2,529,735 277,279 (111,355)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (51.2%) (20,014,576) (75,015,404) (60,010,848) (155,040,828)
------------------------------------------------------------
NET ASSETS 100.0% $ 34,415,343 $ 166,066,724 $ 102,435,103 $ 302,917,170 (f)
============================================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero coupon bond
(a) These securities are restricted and may be resold only in transactions
exempt from registration which are normally those transactions with qualified
institutional buyers. Restricted securities comprise 0.0%, 3.9%, 0.0% and 2.1%
of net assets applicable to common shares of Van Kampen California Municipal
Trust, Van Kampen California Quality Municipal Trust, Van Kampen California
Value Municipal Income Trust and Proforma, respectively.
(b) Security is a "step-up" bond where the coupon increases or steps up at a
predetermined date.
(c) The Trust owns 100% of the bond issuance.
(d) Securities purchased on a when-issued or delayed delivery basis.
(e) An Inverse Floating Rate security is one where the coupon is inversely
indexed to a short-term floating interest rate multiplied by a specific factor.
As the floating rate rises, the coupon is reduced. Conversely, as the floating
rate declines, the coupon is increased. The price of these securities may be
more volatile than the price of a comparable fixed rate security. These
instruments are typically used by the Trust to enhance the yield of the
portfolio. All of the Trust's portfolio holdings, including derivative
instruments, are marked to market each day with the change in value reflected in
the unrealized appreciation/depreciation. Upon disposition, a realized gain or
loss is recognized accordingly.
(f) Does not reflect a non-recurring cost associated with this transaction of
approximately $352,920. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
I-17
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
Approximate Cost Cost Per Share
---------------------------------------------------------
Van Kampen California Municipal Trust $ 155,700 $0.048
Van Kampen California Quality Municipal Trust 15,570 0.002
Van Kampen California Value Municipal Income Trust 181,650 0.030
-------------------------
$ 352,920
=========================
I-18
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
ACA -- American Capital Access Insurance Co.
AMBAC -- AMBAC Indemnity Corp.
AMT- Alternative Minimum Tax
Asset Gty - Asset Guaranty Insurance Co.
CA MTG - California Mortgage Insurance
CIFG - CDC IXIS Financial Guaranty
Connie Lee -- Connie Lee Insurance Co.
FGIC -- Financial Guaranty Insurance Co.
FNMA - Federal National Mortgage Association
FSA -- Financial Security Assurance Inc.
GEMIC - General Electric Mortgage Insurance Corp.
GNMA -- Government National Mortgage Association
LOC - Letter of Credit
MBIA -- Municipal Bond Investors Assurance Corp.
Radian - Radian Asset Assurance
XLCA - XL Capital Assurance Inc.
I-19
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) - VAN KAMPEN CALIFORNIA
MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
Municipal Bonds 158.5%
California 150.7%
$1,020 $1,020 A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd)
$2,000 2,000 A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd)
1,610 1,610 A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd)
$1,000 1,000 2,000 Abag Fin Auth For Nonprofit Corp CA Ctf
Part Childrens Hosp Med Ctr (AMBAC Insd)
1,000 1,000 2,000 Abag Fin Auth For Nonprofit Corp CA Insd
Rev Ctf Lincoln Glen Manor Sr Citizens
(CA MTG Insd)
1,000 1,000 1,000 3,000 Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion Ser A
Rfdg (AMT) (Asset Gty Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion Ser B
Rfdg (Variable Rate Coupon) (Asset Gty
Insd)
1,205 1,205 Alameda Cnty, CA Wtr Dist Rev Rfdg (MBIA
Insd)
1,400 1,400 Alhambra, CA City Elem Sch Dist Ser A
(FSA Insd)
1,485 1,485 Anaheim, CA City Sch Dist Election 2002
(FGIC Insd)
3,540 3,540 Anaheim, CA Pub Fin Auth Lease Rev Cap
Apprec Pub Impt Proj Ser C (FSA Insd)
1,000 1,000 Banning, CA Cmnty Redev Agy Tax Alloc
Merged Downtown (Radian Insd)
2,000 1,000 2,000 5,000 Bay Area Toll Auth CA Toll Brdg Rev San
Francisco Bay Area Ser D
2,500 2,500 Beverly Hills, CA Pub Fin Auth Lease Rev
Ser A (MBIA Insd)
3,535 3,535 Brea, CA Redev Agy Tax Alloc Ser A Rfdg
(AMBAC Insd) (b)
1,390 1,390 Brea & Olinda, CA Uni Sch Dist Ctf Part
Ser A Rfdg (FSA Insd) (b)
1,510 1,510 Brea & Olinda, CA Uni Sch Dist Ctf Part
Ser A Rfdg (FSA Insd) (b)
2,000 2,000 Burbank, CA Pub Fin Auth Rev Golden
State Redev Proj Ser A (AMBAC Insd)
1,500 1,500 Burbank, CA Pub Fin Auth Rev Golden
State Redev Proj Ser A (AMBAC Insd)
1,000 1,000 2,000 California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B
1,000 1,000 2,000 California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B
505 505 505 1,515 California Edl Fac Auth Rev Student Ln
CA Ln Pgm Ser A (AMT) (MBIA Insd)
1,000 1,000 California Hlth Fac Fin Auth Rev Cedars
Sinai Med Ctr Ser A
175 175 California Hlth Fac Fin Auth Rev Hlth
Fac Small Fac Ln Ser A (CA MTG Insd)
275 275 California Hlth Fac Fin Auth Rev Hlth
Fac Small Fac Ln Ser A (CA MTG Insd)
2,500 2,500 California Hlth Fac Fin Auth Rev Insd
Hlth Fac Vlycare Ser A (CA MTG Insd)
975 975 California Hsg Fin Agy Rev Home Mtg Ser
M (AMT) (MBIA Insd)
1,000 1,000 1,000 3,000 California Hsg Fin Agy Rev Multi-Family
Hsg III Ser A (AMT) (MBIA Insd)
1,000 1,000 California Infrastructure & Econ Dev Bk
Rev (MBIA Insd)
2,000 2,000 California Infrastructure & Econ Dev Bk
Rev Bay Area Toll Brdgs First Lien Ser A
(FGIC Insd)
1,000 1,000 California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Gas & Elec Ser A Rfdg (MBIA Insd)
2,000 3,000 5,000 California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Pacific Gas & Elec Ser A Rfdg
(AMT) (FGIC Insd)
4,500 1,000 5,500 California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Southn CA Edison Co (AMT) (AMBAC
Insd)
215 215 California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Pgm
Ser B (AMT) (GNMA Collateralized)
50 50 California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Pgm
Ser C (AMT) (GNMA Collateralized)
70 70 California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Ser
A2 (AMT) (GNMA Collateralized)
VIC VKC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
A B C CA Uni Sch Dist Cap Apprec
Ser B (FGIC Insd) * 08/01/17 $583,634 $583,634
A B C CA Uni Sch Dist Cap Apprec
Ser B (FGIC Insd) * 08/01/21 $904,260 904,260
A B C CA Uni Sch Dist Cap Apprec
Ser B (FGIC Insd) * 08/01/22 682,559 682,559
Abag Fin Auth For Nonprofit Corp CA
Ctf Part Childrens Hosp Med Ctr
(AMBAC Insd) 5.875% 12/01/19 $ 1,144,590 1,144,590 2,289,180
Abag Fin Auth For Nonprofit Corp CA
Insd Rev Ctf Lincoln Glen Manor Sr
Citizens (CA MTG Insd) 6.100 02/15/25 1,081,310 1,081,310 2,162,620
Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion
Ser A Rfdg (AMT) (Asset Gty Insd) 6.400 08/15/30 1,092,660 1,092,660 1,092,660 3,277,980
Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion
Ser B Rfdg (Variable Rate Coupon)
(Asset Gty Insd) 6.250 08/15/30 1,094,810 1,094,810
Alameda Cnty, CA Wtr Dist Rev Rfdg
(MBIA Insd) 4.750 06/01/20 1,236,655 1,236,655
Alhambra, CA City Elem Sch Dist Ser
A (FSA Insd) 5.600 09/01/24 1,565,942 1,565,942
Anaheim, CA City Sch Dist Election
2002 (FGIC Insd) 5.375 08/01/20 1,655,493 1,655,493
Anaheim, CA Pub Fin Auth Lease Rev
Cap Apprec Pub Impt Proj Ser C (FSA
Insd) * 09/01/32 798,341 798,341
Banning, CA Cmnty Redev Agy Tax
Alloc Merged Downtown (Radian Insd) 5.000 08/01/23 1,027,530 1,027,530
Bay Area Toll Auth CA Toll Brdg Rev
San Francisco Bay Area Ser D 5.000 04/01/17 2,174,760 1,087,380 2,174,760 5,436,900
Beverly Hills, CA Pub Fin Auth
Lease Rev Ser A (MBIA Insd) 5.250 06/01/12 2,828,075 2,828,075
Brea, CA Redev Agy Tax Alloc Ser A
Rfdg (AMBAC Insd) (b) 5.500 08/01/20 3,964,891 3,964,891
Brea & Olinda, CA Uni Sch Dist Ctf
Part Ser A Rfdg (FSA Insd) (b) 5.500 08/01/19 1,574,953 1,574,953
Brea & Olinda, CA Uni Sch Dist Ctf
Part Ser A Rfdg (FSA Insd) (b) 5.500 08/01/20 1,704,684 1,704,684
Burbank, CA Pub Fin Auth Rev Golden
State Redev Proj Ser A (AMBAC Insd) 5.250 12/01/19 2,207,300 2,207,300
Burbank, CA Pub Fin Auth Rev Golden
State Redev Proj Ser A (AMBAC Insd) 5.250 12/01/23 1,622,040 1,622,040
California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B 5.250 04/01/24 1,012,180 1,012,180 2,024,360
California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B 6.750 06/01/30 1,087,360 1,087,360 2,174,720
California Edl Fac Auth Rev Student
Ln CA Ln Pgm Ser A (AMT) (MBIA Insd) 6.000 03/01/16 536,628 536,628 536,628 1,609,884
California Hlth Fac Fin Auth Rev
Cedars Sinai Med Ctr Ser A 6.125 12/01/19 1,100,980 1,100,980
California Hlth Fac Fin Auth Rev
Hlth Fac Small Fac Ln Ser A (CA MTG
Insd) 6.700 03/01/11 175,464 175,464
California Hlth Fac Fin Auth Rev
Hlth Fac Small Fac Ln Ser A (CA MTG
Insd) 6.750 03/01/20 275,954 275,954
California Hlth Fac Fin Auth Rev
Insd Hlth Fac Vlycare Ser A (CA MTG
Insd) 6.125 05/01/12 2,505,075 2,505,075
California Hsg Fin Agy Rev Home Mtg
Ser M (AMT) (MBIA Insd) 5.550 08/01/17 1,025,817 1,025,817
California Hsg Fin Agy Rev
Multi-Family Hsg III Ser A (AMT)
(MBIA Insd) 5.850 08/01/17 1,048,140 1,048,140 1,048,140 3,144,420
California Infrastructure & Econ
Dev Bk Rev (MBIA Insd) 5.500 06/01/15 1,128,210 1,128,210
California Infrastructure & Econ
Dev Bk Rev Bay Area Toll Brdgs
First Lien Ser A (FGIC Insd) 5.000 07/01/29 2,064,500 2,064,500
California Pollutn Ctl Fin Auth
Pollutn Ctl Rev Gas & Elec Ser A
Rfdg (MBIA Insd) 5.900 06/01/14 1,187,840 1,187,840
California Pollutn Ctl Fin Auth
Pollutn Ctl Rev Pacific Gas & Elec
Ser A Rfdg (AMT) (FGIC Insd) 3.500 12/01/23 2,046,780 3,070,170 5,116,950
California Pollutn Ctl Fin Auth
Pollutn Ctl Rev Southn CA Edison Co
(AMT) (AMBAC Insd) 6.000 07/01/27 4,512,420 1,002,760 5,515,180
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs
Pgm Ser B (AMT) (GNMA
Collateralized) 6.150 06/01/20 219,038 219,038
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs
Pgm Ser C (AMT) (GNMA
Collateralized) 7.500 08/01/27 51,692 51,692
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs
Ser A2 (AMT) (GNMA Collateralized) 7.950 12/01/24 70,701 70,701
I-20
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) - VAN KAMPEN CALIFORNIA
MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
60 60 California Rural Home Mtg Fin Auth Single
Family Mtg Rev Ser C (AMT) (GNMA
Collateralized)
2,110 2,110 California Spl Dists Fin Prog Ser 00 (MBIA
Insd) (b)
2,400 2,400 California St (AMBAC Insd)
1,000 1,000 California St (CIFG Insd)
2,000 1,000 3,000 California St (FGIC Insd)
1,000 1,000 California St (MBIA Insd)
2,000 2,000 California St Dept Wtr Res Pwr Ser A
(AMBAC Insd)
1,000 1,000 California St Dept Wtr Res Wtr Ser W
1,585 1,585 California St Pub Wks Brd Dept Corrections
Ser C
1,000 1,000 California St Pub Wks Brd Dept Corrections
Ser C
3,000 3,000 California St Pub Wks Brd Energy
Efficiency Rev Ser A (FSA Insd)
1,255 1,255 California St Rfdg (XLCA Insd)
1,000 1,000 California St Univ Fresno Assn Inc Rev Sr
Aux Organization Event Ctr
1,000 1,000 California St Univ Fresno Assn Sr Aux
Organization Event Ctr
1,000 1,000 California St Univ Fresno Assn Sr Aux
Organization Event Ctr
1,000 1,000 3,000 5,000 California St Vet Bd Ser BH (AMT) (FSA
Insd)
2,000 1,000 2,000 5,000 California St Vet Bd Ser BH (AMT) (FSA
Insd)
1,000 1,000 California Statewide Cmntys Dev Huntington
Mem Hosp (Connie Lee Insd)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (b)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (b)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (b)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (b)
2,000 2,000 Central Vly Fin Auth CA Cogeneration Proj
Rev Carson Ice Gen Proj Rev (MBIA Insd)
1,000 1,500 2,500 Chaffey, CA Uni High Sch Dist Ser C (FSA
Insd)
1,440 1,440 Chino Basin, CA Regl Fin Auth Rev Muni Wtr
Dist Swr Sys Proj (AMBAC Insd)
1,700 1,700 Chino Vly Uni Sch Dist CA Ctf Part Ser A
Rfdg (FSA Insd)
2,000 2,000 Chula Vista, CA Indl Dev Rev San Diego Gas
Ser A
2,900 2,900 Colton, CA Jt Uni Sch Dist Ser A (FGIC
Insd)
1,000 1,000 Colton, CA Redev Agy Tax Alloc Mt Vernon
Corridor Redev Proj
1,600 1,600 Commerce, CA Jt Pwr Fin Cmnty Ctr Proj
(XLCA Insd)
1,580 1,580 Commerce, CA Refuse Energy Auth Rev Rfdg
(MBIA Insd) (b) (c)
1,230 1,230 Compton, CA Uni Sch Dist Election of 2002
Ser B (MBIA Insd)
1,110 1,110 Compton, CA Uni Sch Dist Election of 2002
Ser B (MBIA Insd)
1,965 1,965 Contra Costa Cnty, CA Ctf Part Merrithew
Mem Hosp Proj Rfdg (MBIA Insd)
1,000 1,000 Corona, CA Ctf Part Clearwater
Cogeneration Proj (MBIA Insd)
1,250 1,250 Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd)
1,595 1,595 Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd)
1,735 1,735 Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd) (b)
1,360 1,360 Csuci Fin Auth Rev CA East Campus Cmnty
Ser A (LOC - Citibank) (MBIA Insd)
1,245 1,245 Duarte, CA Multi-Family Rev Hsg Heritage
Park Apt Ser A (AMT) (FNMA Collateralized)
VIC VKC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- --------------------------------------------------------------------------------------------------------------------------------
California Rural Home Mtg Fin Auth Single 7.800 02/01/28 62,071 62,071
Family Mtg Rev Ser C (AMT) (GNMA
Collateralized)
California Spl Dists Fin Prog Ser 00 5.250 12/01/26 2,243,584 2,243,584
(MBIA Insd) (b)
California St (AMBAC Insd) 6.400 09/01/08 2,758,632 2,758,632
California St (CIFG Insd) 5.000 10/01/22 1,055,820 1,055,820
California St (FGIC Insd) 5.000 10/01/23 2,067,000 1,033,500 3,100,500
California St (MBIA Insd) 5.000 02/01/26 1,039,820 1,039,820
California St Dept Wtr Res Pwr Ser A 5.500 05/01/16 2,284,560 2,284,560
(AMBAC Insd)
California St Dept Wtr Res Wtr Ser W 5.500 12/01/17 1,130,590 1,130,590
California St Pub Wks Brd Dept 5.000 06/01/09 1,729,219 1,729,219
Corrections Ser C
California St Pub Wks Brd Dept 5.500 06/01/23 1,089,060 1,089,060
Corrections Ser C
California St Pub Wks Brd Energy 5.250 05/01/08 3,038,310 3,038,310
Efficiency Rev Ser A (FSA Insd)
California St Rfdg (XLCA Insd) 5.500 03/01/11 1,421,062 1,421,062
California St Univ Fresno Assn Inc Rev Sr 6.000 07/01/22 1,060,320 1,060,320
Aux Organization Event Ctr
California St Univ Fresno Assn Sr Aux 6.000 07/01/26 1,064,900 1,064,900
Organization Event Ctr
California St Univ Fresno Assn Sr Aux 6.000 07/01/31 1,055,770 1,055,770
Organization Event Ctr
California St Vet Bd Ser BH (AMT) (FSA 5.400 12/01/15 1,025,850 1,025,850 3,077,550 5,129,250
Insd)
California St Vet Bd Ser BH (AMT) (FSA 5.400 12/01/16 2,051,700 1,025,850 2,051,700 5,129,250
Insd)
California Statewide Cmntys Dev 5.750 07/01/16 1,079,820 1,079,820
Huntington Mem Hosp (Connie Lee Insd)
Cathedral City, CA Pub Fin Auth Rev Cap * 08/01/30 274,711 274,711
Apprec Ser A (MBIA Insd) (b)
Cathedral City, CA Pub Fin Auth Rev Cap * 08/01/31 259,228 259,228
Apprec Ser A (MBIA Insd) (b)
Cathedral City, CA Pub Fin Auth Rev Cap * 08/01/32 244,928 244,928
Apprec Ser A (MBIA Insd) (b)
Cathedral City, CA Pub Fin Auth Rev Cap * 08/01/33 231,615 231,615
Apprec Ser A (MBIA Insd) (b)
Central Vly Fin Auth CA Cogeneration Proj 5.000 07/01/17 2,163,580 2,163,580
Rev Carson Ice Gen Proj Rev (MBIA Insd)
Chaffey, CA Uni High Sch Dist Ser C (FSA 5.000 05/01/27 1,036,080 1,554,120 2,590,200
Insd)
Chino Basin, CA Regl Fin Auth Rev Muni 7.000 08/01/08 1,680,293 1,680,293
Wtr Dist Swr Sys Proj (AMBAC Insd)
Chino Vly Uni Sch Dist CA Ctf Part Ser A 5.375 09/01/20 1,895,653 1,895,653
Rfdg (FSA Insd)
Chula Vista, CA Indl Dev Rev San Diego 5.300 07/01/21 2,144,880 2,144,880
Gas Ser A
Colton, CA Jt Uni Sch Dist Ser A (FGIC 5.500 08/01/22 3,248,261 3,248,261
Insd)
Colton, CA Redev Agy Tax Alloc Mt Vernon 6.300 09/01/36 1,064,650 1,064,650
Corridor Redev Proj
Commerce, CA Jt Pwr Fin Cmnty Ctr Proj 5.000 10/01/29 1,639,568 1,639,568
(XLCA Insd)
Commerce, CA Refuse Energy Auth Rev Rfdg 5.000 07/01/06 1,622,897 1,622,897
(MBIA Insd) (b) (c)
Compton, CA Uni Sch Dist Election of 2002 5.500 06/01/25 1,364,833 1,364,833
Ser B (MBIA Insd)
Compton, CA Uni Sch Dist Election of 2002 5.000 06/01/29 1,148,861 1,148,861
Ser B (MBIA Insd)
Contra Costa Cnty, CA Ctf Part Merrithew 5.500 11/01/22 2,153,424 2,153,424
Mem Hosp Proj Rfdg (MBIA Insd)
Corona, CA Ctf Part Clearwater 5.000 09/01/17 1,086,590 1,086,590
Cogeneration Proj (MBIA Insd)
Corona Norco, CA Uni Sch Dist Cap Apprec * 09/01/16 754,075 754,075
Ser B (FSA Insd)
Corona Norco, CA Uni Sch Dist Cap Apprec * 09/01/17 909,325 909,325
Ser B (FSA Insd)
Corona Norco, CA Uni Sch Dist Cap Apprec * 09/01/18 934,055 934,055
Ser B (FSA Insd) (b)
Csuci Fin Auth Rev CA East Campus Cmnty 5.125 09/01/21 1,446,075 1,446,075
Ser A (LOC - Citibank) (MBIA Insd)
Duarte, CA Multi-Family Rev Hsg Heritage 5.850 05/01/30 1,293,779 1,293,779
Park Apt Ser A (AMT) (FNMA Collateralized)
I-21
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) - VAN KAMPEN CALIFORNIA
MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
1,000 1,000 East Bay, CA Muni Util Dist Wtr
Sys Rev (MBIA Insd)
2,000 2,000 East Bay, CA Muni Util Dist Wtr
Sys Rev Sub
1,280 1,280 El Cerrito, CA Redev Agy Tax Alloc
Redev Proj Area Ser B Rfdg (AMT)
(MBIA Insd) (b)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys
Proj (AMBAC Insd)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys
Proj (AMBAC Insd)
1,000 1,000 Emeryville, CA Pub Fin Auth
Shellmound Pk Redev & Hsg Proj B
(MBIA Insd)
1,000 1,000 2,000 Fairfield Suisun, CA Uni Sch Dist
Spl Tax Cmnty Fac Dist No 5 New
Sch (FSA Insd)
3,000 3,000 Florin, CA Res Consv Dist Cap Impt
Elk Grove Wtr Svc Ser A (MBIA Insd)
1,000 1,000 2,000 Folsom, CA Spl Tax Cmnty Fac Dist
No 2 Rfdg (Connie Lee Insd)
1,010 1,010 Folsom Cordova, CA Uni Sch Dist
Fac Impt Dist No 1 Cap Apprec Ser
A (AMBAC Insd) (b)
1,060 1,060 Folsom Cordova, CA Uni Sch Dist
Fac Impt Dist No 1 Cap Apprec Ser
A (AMBAC Insd) (b)
1,950 1,950 Fontana, CA Redev Agy Tax Alloc
Southwest Indl Pk Proj (MBIA Insd)
1,000 1,000 Fontana, CA Redev Agy Tax Alloc
Southeast Indl Pk Proj Rfdg (MBIA
Insd)
10,000 10,000 Foothill/Eastern Corridor Agy CA
Toll Rd Rev Cap Apprec Rfdg
1,000 6,000 7,000 Foothill/Eastern Corridor Agy CA
Toll Rd Rev Cap Apprec Rfdg
5,000 5,000 Foothill/Eastern Corridor Agy CA
Toll Rd Rev Cap Apprec Rfdg
2,950 2,950 Foothill/Eastern Corridor Agy CA
Toll Rd Rev Cap Apprec Sr Lien Ser
A (Escrowed to Maturity)
3,000 3,000 Foothill/Eastern Corridor Agy CA
Toll Rd Rev Conv Cap Apprec Rfdg
(a)
3,000 1,000 4,000 Foothill/Eastern Corridor Agy CA
Toll Rd Rev Conv Cap Apprec Sr
Lien Ser A (Escrowed to Maturity)
(a)
1,000 1,000 Foothill/Eastern Corridor Agy CA
Toll Rd Rev Rfdg
1,000 1,000 Galt Schs Jt Pwrs Auth CA Rev High
Sch & Elem Sch Ser A Rfdg (MBIA
Insd)
1,115 1,115 Garden Grove, CA Pub Fin Auth Rev
Ctfs Partn Wtr Svcs Cap Impt Pgm
(FSA Insd)
1,500 1,500 Glendale, CA Uni Sch Dist Ser C
Indl No 1 (FSA Insd)
1,680 1,680 Glendale, CA Uni Sch Dist Ser D
(MBIA Insd) (b)
1,000 1,000 2,000 Imperial Irr Dist CA Ctf Part Elec
Sys Proj (FSA Insd)
1,000 2,000 3,000 Industry, CA Urban Dev Agy Tax
Alloc Civic Rev Indl No 1 Rfdg
(MBIA Insd)
1,000 1,000 Inland Empire Solid Waste Fin Auth
CA Rev Landfill Impt Fin Proj Ser
B (AMT) (Prerefunded @ 08/01/06)
(FSA Insd)
1,000 1,000 2,000 Irvine, CA Pub Fac &
Infrastructure Auth Assmt Rev Ser
B (AMBAC Insd)
800 800 Kern, CA Cmnty College Sch Fac
Impt Dist Mammoth Campus Ser A
(AMBAC Insd) (b)
1,000 1,000 Kern, CA Cmnty College Sch Fac
Impt Dist Mammoth Campus/Kern
Cmnty (AMBAC Insd)
1,000 1,000 La Quinta, CA Fin Auth Loc Ser A
(AMBAC Insd)
1,420 1,420 La Quinta, CA Redev Agy Tax Alloc
Redev Proj Area No 1 (AMBAC Insd)
1,600 1,600 La Quinta, CA Redev Agy Tax Alloc
Redev Proj Area No 1 Rfdg (MBIA
Insd)
1,000 1,000 Laguna Hills, CA Ctf Part Cmnty
Ctr Proj (MBIA Insd)
1,105 1,105 Larkspur, CA Sch Dist Cap Apprec
Ser A (FGIC Insd) (b)
VIC VKC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
East Bay, CA Muni Util Dist Wtr Sys Rev
(MBIA Insd) 5.000 06/01/21 1,054,720 1,054,720
East Bay, CA Muni Util Dist Wtr Sys Rev
Sub 5.250 06/01/19 2,183,180 2,183,180
El Cerrito, CA Redev Agy Tax Alloc
Redev Proj Area Ser B Rfdg (AMT) (MBIA
Insd) (b) 5.250 07/01/15 1,411,725 1,411,725
El Monte, CA Wtr Auth Rev Wtr Sys Proj
(AMBAC Insd) 5.600 09/01/29 1,095,480 1,095,480
El Monte, CA Wtr Auth Rev Wtr Sys Proj
(AMBAC Insd) 5.600 09/01/34 1,095,810 1,095,810
Emeryville, CA Pub Fin Auth Shellmound
Pk Redev & Hsg Proj B (MBIA Insd) 5.000 09/01/19 1,074,820 1,074,820
Fairfield Suisun, CA Uni Sch Dist Spl
Tax Cmnty Fac Dist No 5 New Sch (FSA
Insd) 5.375 08/15/29 1,065,440 1,065,440 2,130,880
Florin, CA Res Consv Dist Cap Impt Elk
Grove Wtr Svc Ser A (MBIA Insd) 5.000 09/01/33 3,076,560 3,076,560
Folsom, CA Spl Tax Cmnty Fac Dist No 2
Rfdg (Connie Lee Insd) 5.250 12/01/19 1,102,130 1,102,130 2,204,260
Folsom Cordova, CA Uni Sch Dist Fac
Impt Dist No 1 Cap Apprec Ser A (AMBAC
Insd) (b) * 10/01/19 511,252 511,252
Folsom Cordova, CA Uni Sch Dist Fac
Impt Dist No 1 Cap Apprec Ser A (AMBAC
Insd) (b) * 10/01/21 475,410 475,410
Fontana, CA Redev Agy Tax Alloc
Southwest Indl Pk Proj (MBIA Insd) 5.200 09/01/30 2,044,380 2,044,380
Fontana, CA Redev Agy Tax Alloc
Southeast Indl Pk Proj Rfdg (MBIA Insd) 5.000 09/01/22 1,060,100 1,060,100
Foothill/Eastern Corridor Agy CA Toll
Rd Rev Cap Apprec Rfdg * 01/15/25 3,046,400 3,046,400
Foothill/Eastern Corridor Agy CA Toll
Rd Rev Cap Apprec Rfdg * 01/15/30 224,020 1,344,120 1,568,140
Foothill/Eastern Corridor Agy CA Toll
Rd Rev Cap Apprec Rfdg * 01/15/31 1,053,350 1,053,350
Foothill/Eastern Corridor Agy CA Toll
Rd Rev Cap Apprec Sr Lien Ser A
(Escrowed to Maturity) * 01/01/27 977,364 977,364
Foothill/Eastern Corridor Agy CA Toll
Rd Rev Conv Cap Apprec Rfdg (a) 0/5.875 01/15/27 2,396,610 2,396,610
Foothill/Eastern Corridor Agy CA Toll
Rd Rev Conv Cap Apprec Sr Lien Ser A
(Escrowed to Maturity) (a) 0/7.050 01/01/10 3,559,140 1,186,380 4,745,520
Foothill/Eastern Corridor Agy CA Toll
Rd Rev Rfdg 5.750 01/15/40 1,011,950 1,011,950
Galt Schs Jt Pwrs Auth CA Rev High Sch
& Elem Sch Ser A Rfdg (MBIA Insd) 5.750 11/01/16 1,121,580 1,121,580
Garden Grove, CA Pub Fin Auth Rev Ctfs
Partn Wtr Svcs Cap Impt Pgm (FSA Insd) 5.000 12/15/23 1,183,662 1,183,662
Glendale, CA Uni Sch Dist Ser C Indl No
1 (FSA Insd) 5.500 09/01/19 1,679,070 1,679,070
Glendale, CA Uni Sch Dist Ser D (MBIA
Insd) (b) 5.250 09/01/17 1,865,993 1,865,993
Imperial Irr Dist CA Ctf Part Elec Sys
Proj (FSA Insd) 5.250 11/01/23 1,080,780 1,080,780 2,161,560
Industry, CA Urban Dev Agy Tax Alloc
Civic Rev Indl No 1 Rfdg (MBIA Insd) 5.500 05/01/14 1,085,540 2,171,080 3,256,620
Inland Empire Solid Waste Fin Auth CA
Rev Landfill Impt Fin Proj Ser B (AMT)
(Prerefunded @ 08/01/06) (FSA Insd) 6.000 08/01/16 1,086,990 1,086,990
Irvine, CA Pub Fac & Infrastructure
Auth Assmt Rev Ser B (AMBAC Insd) 5.000 09/02/22 1,037,190 1,037,190 2,074,380
Kern, CA Cmnty College Sch Fac Impt
Dist Mammoth Campus Ser A (AMBAC Insd)
(b) 5.000 08/01/19 861,760 861,760
Kern, CA Cmnty College Sch Fac Impt
Dist Mammoth Campus/Kern Cmnty (AMBAC
Insd) * 08/01/22 423,730 423,730
La Quinta, CA Fin Auth Loc Ser A (AMBAC
Insd) 5.250 09/01/24 1,083,430 1,083,430
La Quinta, CA Redev Agy Tax Alloc Redev
Proj Area No 1 (AMBAC Insd) 5.000 09/01/22 1,513,649 1,513,649
La Quinta, CA Redev Agy Tax Alloc Redev
Proj Area No 1 Rfdg (MBIA Insd) 7.300 09/01/08 1,888,704 1,888,704
Laguna Hills, CA Ctf Part Cmnty Ctr
Proj (MBIA Insd) 5.000 12/01/18 1,081,170 1,081,170
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) (b) * 08/01/20 530,245 530,245
I-22
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) - VAN KAMPEN CALIFORNIA
MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
1,145 1,145 Larkspur, CA Sch Dist Cap Apprec Ser
A (FGIC Insd) (b)
1,020 1,020 Larkspur, CA Sch Dist Cap Apprec Ser
A (FGIC Insd)
1,255 1,255 Larkspur, CA Sch Dist Cap Apprec Ser
A (FGIC Insd) (b)
1,000 1,000 Loma Linda, CA Redev Agy Tax Loma
Linda Redev Proj Rfdg (MBIA Insd)
1,000 1,000 Long Beach, CA Bd Fin Auth Lease Rev
Rainbow Harbor Refin Proj Ser A
(AMBAC Insd)
1,685 1,685 Long Beach, CA Bd Fin Auth North
Long Beach Redev Proj Ser A (AMBAC
Insd)
1,000 1,000 2,000 Los Angeles, CA Cmnty College Dist
Ser A (MBIA Insd)
1,000 1,000 Los Angeles, CA Ctf Part Dept Pub
Social Svcs Ser A (AMBAC Insd)
1,000 1,000 2,000 Los Angeles, CA Ctf Part Sr
Sonnenblick Del Rio W L. A. (AMBAC
Insd)
1,000 1,000 Los Angeles, CA Uni Sch Dist 1997
Election Ser E (Prerefunded @
07/01/12) (MBIA Insd)
1,000 1,000 Los Angeles, CA Uni Sch Dist Ser A
(FSA Insd)
1,473 1,473 Los Angeles, CA Multi-Family Rev Hsg
Earthquake Rehab Proj Ser A (AMT)
(FNMA Collateralized)
1,250 1,250 Los Angeles Cnty, CA Sch
Regionalized Business Svc Ctf LA
Cnty Sch Pooled Fin Proj Ser A (FSA
Insd)
517 517 Los Angeles Cnty, CA Tran Comm Lease
Rev Dia RR Lease Ltd (FSA Insd)
2,000 2,000 Los Angeles, CA Dept Wtr & Pwr Sys
Ser C (MBIA Insd)
1,000 1,000 Los Angeles, CA Wtr & Pwr Rev Ser A
1,000 1,000 2,000 Los Gatos, CA Jt Uni High Sch
Election of 1998 Ser C (FSA Insd)
1,000 1,000 Lucia Mar Uni Sch Dist Election 2004
Ser A (FGIC Insd)
3,650 3,650 Manhattan Beach, CA Uni Sch Dist Cap
Apprec Ser B (FGIC Insd)
1,000 1,000 Mendocino Cnty, CA Ctf Part Cnty Pub
Fac Corp (MBIA Insd)
1,000 2,400 3,400 Metropolitan Wtr Dist Southn CA Auth
Ser B2 (FGIC Insd)
3,240 3,240 Midpeninsula Regl Open Space Dist CA
Fin Auth Rev Cap Apprec Second Issue
(AMBAC Insd)
1,405 1,405 Moorpark, CA Uni Sch Dist Ser A (FSA
Insd) (b)
3,180 3,180 Mount Diablo, CA Uni Sch Dist (FSA
Insd)
1,000 1,000 Oakland, CA Uni Sch Dist Alameda
Cnty (FSA Insd)
1,000 1,000 Oxnard, CA Harbor Dist Rev Ser B
1,000 1,000 Oxnard, CA Uni High Sch Dist Ser A
Rfdg (MBIA Insd)
1,965 1,965 Pacifica, CA Wastewater Rev Rfdg
(AMBAC Insd) (b)
1,230 1,230 Palm Desert, CA Fin Auth Tax Alloc
Rev Proj Area No 2 Ser A Rfdg (MBIA
Insd) (b)
1,100 1,100 Pasadena, CA Area Cmnty College Dist
Election of 2002 Ser A (FGIC Insd)
1,000 1,000 Pico Rivera, CA Wtr Auth Rev Wtr Sys
Proj Ser A (MBIA Insd)
1,500 1,500 Placentia-Yorba Linda, CA Uni Ser A
(FGIC Insd)
1,000 1,000 Pomona, CA Ctf Part Mission
Promenade Proj Ser AE (AMBAC Insd)
3,350 3,350 Port Oakland, CA Port Rev Ser G
(AMT) (MBIA Insd)
3,000 3,000 Port Oakland, CA Ser N Rfdg (AMT)
(MBIA Insd)
1,000 1,000 Rancho Cucamonga, CA Redev Agy Tax
Alloc Rancho Redev Proj (FSA Insd)
1,220 1,220 Rancho Mirage, CA Redev Agy Tax
Redev Plan 1984 Proj Ser A 1 (MBIA
Insd)
1,000 1,000 Redlands, CA Lease Rev Ctfs Partn
Rfdg (AMBAC Insd)
VIC VKC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Larkspur, CA Sch Dist Cap Apprec Ser A * 08/01/21 517,609 517,609
(FGIC Insd) (b)
Larkspur, CA Sch Dist Cap Apprec Ser A * 08/01/24 377,522 377,522
(FGIC Insd)
Larkspur, CA Sch Dist Cap Apprec Ser A * 08/01/25 435,498 435,498
(FGIC Insd) (b)
Loma Linda, CA Redev Agy Tax Loma Linda 5.125 07/01/30 1,050,100 1,050,100
Redev Proj Rfdg (MBIA Insd)
Long Beach, CA Bd Fin Auth Lease Rev 5.250 05/01/24 1,073,250 1,073,250
Rainbow Harbor Refin Proj Ser A (AMBAC
Insd)
Long Beach, CA Bd Fin Auth North Long 5.375 08/01/21 1,855,303 1,855,303
Beach Redev Proj Ser A (AMBAC Insd)
Los Angeles, CA Cmnty College Dist Ser A 5.000 06/01/26 1,030,250 1,030,250 2,060,500
(MBIA Insd)
Los Angeles, CA Ctf Part Dept Pub Social 5.500 08/01/31 1,083,490 1,083,490
Svcs Ser A (AMBAC Insd)
Los Angeles, CA Ctf Part Sr Sonnenblick 6.000 11/01/19 1,158,960 1,158,960 2,317,920
Del Rio W L. A. (AMBAC Insd)
Los Angeles, CA Uni Sch Dist 1997 5.500 07/01/17 1,137,100 1,137,100
Election Ser E (Prerefunded @ 07/01/12)
(MBIA Insd)
Los Angeles, CA Uni Sch Dist Ser A (FSA 5.250 07/01/20 1,097,310 1,097,310
Insd)
Los Angeles, CA Multi-Family Rev Hsg 5.700 12/01/27 1,538,571 1,538,571
Earthquake Rehab Proj Ser A (AMT) (FNMA
Collateralized)
Los Angeles Cnty, CA Sch Regionalized 5.000 09/01/28 1,289,113 1,289,113
Business Svc Ctf LA Cnty Sch Pooled Fin
Proj Ser A (FSA Insd)
Los Angeles Cnty, CA Tran Comm Lease Rev 7.375 12/15/06 520,603 520,603
Dia RR Lease Ltd (FSA Insd)
Los Angeles, CA Dept Wtr & Pwr Sys Ser C 5.000 07/01/26 2,089,580 2,089,580
(MBIA Insd)
Los Angeles, CA Wtr & Pwr Rev Ser A 5.250 07/01/18 1,038,800 1,038,800
Los Gatos, CA Jt Uni High Sch Election of 5.000 06/01/27 1,036,340 1,036,340 2,072,680
1998 Ser C (FSA Insd)
Lucia Mar Uni Sch Dist Election 2004 Ser 5.000 08/01/25 1,050,750 1,050,750
A (FGIC Insd)
Manhattan Beach, CA Uni Sch Dist Cap * 09/01/22 1,540,373 1,540,373
Apprec Ser B (FGIC Insd)
Mendocino Cnty, CA Ctf Part Cnty Pub Fac 5.250 06/01/30 1,054,700 1,054,700
Corp (MBIA Insd)
Metropolitan Wtr Dist Southn CA Auth Ser 5.000 10/01/26 1,041,970 2,500,728 3,542,698
B2 (FGIC Insd)
Midpeninsula Regl Open Space Dist CA Fin * 08/01/26 962,118 962,118
Auth Rev Cap Apprec Second Issue (AMBAC
Insd)
Moorpark, CA Uni Sch Dist Ser A (FSA 5.375 08/01/18 1,581,285 1,581,285
Insd) (b)
Mount Diablo, CA Uni Sch Dist (FSA Insd) 5.000 08/01/26 3,298,709 3,298,709
Oakland, CA Uni Sch Dist Alameda Cnty 5.000 08/01/17 1,049,360 1,049,360
(FSA Insd)
Oxnard, CA Harbor Dist Rev Ser B 6.000 08/01/24 1,057,400 1,057,400
Oxnard, CA Uni High Sch Dist Ser A Rfdg 6.200 08/01/30 1,159,430 1,159,430
(MBIA Insd)
Pacifica, CA Wastewater Rev Rfdg (AMBAC 5.250 10/01/22 2,150,142 2,150,142
Insd) (b)
Palm Desert, CA Fin Auth Tax Alloc Rev 5.000 08/01/21 1,318,708 1,318,708
Proj Area No 2 Ser A Rfdg (MBIA Insd) (b)
Pasadena, CA Area Cmnty College Dist 5.000 06/01/21 1,175,548 1,175,548
Election of 2002 Ser A (FGIC Insd)
Pico Rivera, CA Wtr Auth Rev Wtr Sys Proj 5.500 05/01/19 1,163,280 1,163,280
Ser A (MBIA Insd)
Placentia-Yorba Linda, CA Uni Ser A (FGIC 5.000 08/01/26 1,555,995 1,555,995
Insd)
Pomona, CA Ctf Part Mission Promenade 5.375 10/01/32 1,064,830 1,064,830
Proj Ser AE (AMBAC Insd)
Port Oakland, CA Port Rev Ser G (AMT) 5.375 11/01/25 3,537,031 3,537,031
(MBIA Insd)
Port Oakland, CA Ser N Rfdg (AMT) (MBIA 5.000 11/01/22 3,113,160 3,113,160
Insd)
Rancho Cucamonga, CA Redev Agy Tax Alloc 5.250 09/01/20 1,092,040 1,092,040
Rancho Redev Proj (FSA Insd)
Rancho Mirage, CA Redev Agy Tax Redev 5.000 04/01/26 1,260,028 1,260,028
Plan 1984 Proj Ser A 1 (MBIA Insd)
Redlands, CA Lease Rev Ctfs Partn Rfdg 5.000 09/01/17 1,086,590 1,086,590
(AMBAC Insd)
I-23
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) - VAN KAMPEN CALIFORNIA
MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
1,000 1,000 2,000 Redlands, CA Redev Agy Tax Alloc
Redev Proj Ser A Rfdg (MBIA Insd)
1,650 1,650 Roseville, CA Jt Uni High Sch Dist
Ser B (FGIC Insd)
2,000 2,000 Sacramento Cnty, CA Santn Dist Fin
Auth Rev Ser A
2,000 2,000 Sacramento Cnty, CA Santn Dist Fin
Auth Rev Ser A Rfdg (AMBAC Insd)
1,360 1,360 Sacramento Cnty, CA Wtr Fin Auth Rev
Agy Zones 40 41 Wtr Sys Proj (AMBAC
Insd) (b)
2,000 2,000 Sacramento, CA City Fin Auth Rev Cap
Impt (AMBAC Insd)
700 700 Sacramento, CA Cogeneration Auth
Cogeneration Proj Rev Proctor &
Gamble Proj
1,000 1,000 Salinas Vly, CA Solid Waste Auth Rev
(AMT) (AMBAC Insd)
1,000 1,000 San Bernardino Cnty, CA Ctf Part Med
Cent Fin Proj (MBIA Insd)
2,000 2,000 San Bernardino, CA Jt Pwrs Fin Auth
Ctf Part (MBIA Insd)
955 955 San Diego, CA Hsg Auth Multi-Family
Hsg Rev (AMT) (GNMA Collateralized)
1,000 1,000 San Diego, CA Pub Fac Fin Auth Swr
Rev (FGIC Insd)
1,500 1,500 San Diego, CA Redev Agy Centre City
Redev Proj Ser A
1,000 1,000 San Diego, CA Uni Port Dist Rev Ser
B (MBIA Insd)
1,000 1,000 San Dimas, CA Redev Agy Tax Alloc
Creative Growth Ser A (FSA Insd)
1,185 1,185 San Francisco, CA City & Cnty Arpt
Commn Intl Arpt Rev Second Ser Issue
15B (MBIA Insd)
1,685 1,685 San Francisco, CA City & Cnty Arpt
Commn Intl Arpt Rev Spl Fac Lease
Ser A (AMT) (FSA Insd)
1,000 1,000 San Francisco, CA City & Cnty Arpt
Commn Intl Arpt Second Ser 27A Rfdg
(AMT) (MBIA Insd)
1,000 1,500 2,500 San Francisco, CA City & Cnty Arpt
Commn Intl Arpt Rev Second Ser 30
Rfdg (XLCA Insd)
2,000 2,000 San Francisco, CA City & Cnty Arpt
Commn Intl Arpt Rev Second Ser Issue
12-A (AMT) (FGIC Insd)
2,000 1,000 3,000 San Jose, CA Fin Auth Lease Rev
Convention Ctr Proj Ser F Rfdg (MBIA
Insd)
1,600 1,600 San Leandro, CA Ctf Part Lib & Fire
Stations Fin (AMBAC Insd)
1,000 1,000 2,000 San Ramon Vly, CA Sch Dist Election
2002 (FSA Insd)
1,000 1,000 2,000 Sanger, CA Uni Sch Dist Rfdg (MBIA
Insd)
1,500 1,500 Santa Ana, CA Multi-Family Hsg Rev
Villa Del Sol Apts Ser B (AMT) (FNMA
Collateralized)
1,350 1,350 Santa Ana, CA Uni Sch Dist (MBIA
Insd) (b)
2,000 2,000 Santa Ana, CA Uni Sch Dist (MBIA
Insd)
1,000 1,000 Santa Ana, CA Uni Sch Dist Ctf Part
Cap Apprec Fin Proj (FSA Insd)
1,000 1,000 Semitropic Impt Dist Semitropic Wtr
Storage Dist CA Wtr Ser A (XLCA Insd)
1,220 1,220 Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg
(FGIC Insd) (b)
1,285 1,285 Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg
(FGIC Insd) (b)
1,350 1,350 Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg
(FGIC Insd) (b)
2,000 1,305 3,305 South Orange Cnty, CA Pub Fin Auth
Reassmt Rev (FSA Insd)
35 35 Southern CA Home Fin Auth Single
Family Mtg Rev Ser A (AMT) (GNMA
Collateralized)
600 600 Southern CA Pub Pwr Auth Pwr Proj
Rev Multi-Projs
945 945 Stanton, CA Multi-Family Rev Hsg
Contl Garden Apts (AMT) (Variable
Rate Coupon) (FNMA Collateralized)
1,000 1,000 State Center, CA Cmnty Election 2002
Ser A (MBIA Insd)
VIC VKC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ----------------------------------------------------------------------------------------------------------------------------------
Redlands, CA Redev Agy Tax Alloc Redev 4.750 08/01/21 1,027,030 1,027,030 2,054,060
Proj Ser A Rfdg (MBIA Insd)
Roseville, CA Jt Uni High Sch Dist Ser * 06/01/20 789,855 789,855
B (FGIC Insd)
Sacramento Cnty, CA Santn Dist Fin Auth 5.875 12/01/27 2,101,360 2,101,360
Rev Ser A
Sacramento Cnty, CA Santn Dist Fin Auth 5.500 12/01/16 2,338,680 2,338,680
Rev Ser A Rfdg (AMBAC Insd)
Sacramento Cnty, CA Wtr Fin Auth Rev 5.000 06/01/17 1,482,237 1,482,237
Agy Zones 40 41 Wtr Sys Proj (AMBAC
Insd) (b)
Sacramento, CA City Fin Auth Rev Cap 5.000 12/01/33 2,053,560 2,053,560
Impt (AMBAC Insd)
Sacramento, CA Cogeneration Auth 6.375 07/01/10 727,174 727,174
Cogeneration Proj Rev Proctor & Gamble
Proj
Salinas Vly, CA Solid Waste Auth Rev 5.250 08/01/27 1,040,600 1,040,600
(AMT) (AMBAC Insd)
San Bernardino Cnty, CA Ctf Part Med 5.000 08/01/28 1,033,120 1,033,120
Cent Fin Proj (MBIA Insd)
San Bernardino, CA Jt Pwrs Fin Auth Ctf 5.500 09/01/20 2,241,500 2,241,500
Part (MBIA Insd)
San Diego, CA Hsg Auth Multi-Family Hsg 5.000 07/20/18 998,806 998,806
Rev (AMT) (GNMA Collateralized)
San Diego, CA Pub Fac Fin Auth Swr Rev 5.000 05/15/20 1,021,850 1,021,850
(FGIC Insd)
San Diego, CA Redev Agy Centre City 6.400 09/01/25 1,598,100 1,598,100
Redev Proj Ser A
San Diego, CA Uni Port Dist Rev Ser B 5.000 09/01/24 1,057,680 1,057,680
(MBIA Insd)
San Dimas, CA Redev Agy Tax Alloc 5.000 09/01/16 1,087,220 1,087,220
Creative Growth Ser A (FSA Insd)
San Francisco, CA City & Cnty Arpt 4.800 05/01/17 1,236,832 1,236,832
Commn Intl Arpt Rev Second Ser Issue
15B (MBIA Insd)
San Francisco, CA City & Cnty Arpt 6.125 01/01/27 1,859,971 1,859,971
Commn Intl Arpt Rev Spl Fac Lease Ser A
(AMT) (FSA Insd)
San Francisco, CA City & Cnty Arpt 5.250 05/01/26 1,032,500 1,032,500
Commn Intl Arpt Second Ser 27A Rfdg
(AMT) (MBIA Insd)
San Francisco, CA City & Cnty Arpt 5.250 05/01/16 1,120,660 1,680,990 2,801,650
Commn Intl Arpt Rev Second Ser 30 Rfdg
(XLCA Insd)
San Francisco, CA City & Cnty Arpt 5.800 05/01/21 2,097,180 2,097,180
Commn Intl Arpt Rev Second Ser Issue
12-A (AMT) (FGIC Insd)
San Jose, CA Fin Auth Lease Rev 5.000 09/01/17 2,172,340 1,086,170 3,258,510
Convention Ctr Proj Ser F Rfdg (MBIA
Insd)
San Leandro, CA Ctf Part Lib & Fire 5.700 11/01/20 1,819,184 1,819,184
Stations Fin (AMBAC Insd)
San Ramon Vly, CA Sch Dist Election 5.000 08/01/24 1,057,270 1,057,270 2,114,540
2002 (FSA Insd)
Sanger, CA Uni Sch Dist Rfdg (MBIA Insd) 5.600 08/01/23 1,178,240 1,178,240 2,356,480
Santa Ana, CA Multi-Family Hsg Rev 5.650 11/01/21 1,522,785 1,522,785
Villa Del Sol Apts Ser B (AMT) (FNMA
Collateralized)
Santa Ana, CA Uni Sch Dist (MBIA Insd) 5.375 08/01/21 1,496,327 1,496,327
(b)
Santa Ana, CA Uni Sch Dist (MBIA Insd) 5.375 08/01/27 2,148,900 2,148,900
Santa Ana, CA Uni Sch Dist Ctf Part Cap * 04/01/36 190,160 190,160
Apprec Fin Proj (FSA Insd)
Semitropic Impt Dist Semitropic Wtr 5.125 12/01/35 1,040,730 1,040,730
Storage Dist CA Wtr Ser A (XLCA Insd)
Simi Vly, CA Cmnty Dev Agy Tax Alloc 5.250 09/01/20 1,335,863 1,335,863
Tapo Canyon & West End Proj Rfdg (FGIC
Insd) (b)
Simi Vly, CA Cmnty Dev Agy Tax Alloc 5.250 09/01/21 1,401,036 1,401,036
Tapo Canyon & West End Proj Rfdg (FGIC
Insd) (b)
Simi Vly, CA Cmnty Dev Agy Tax Alloc 5.250 09/01/22 1,464,588 1,464,588
Tapo Canyon & West End Proj Rfdg (FGIC
Insd) (b)
South Orange Cnty, CA Pub Fin Auth 5.800 09/02/18 2,279,980 1,487,687 3,767,667
Reassmt Rev (FSA Insd)
Southern CA Home Fin Auth Single Family 6.750 09/01/22 35,013 35,013
Mtg Rev Ser A (AMT) (GNMA
Collateralized)
Southern CA Pub Pwr Auth Pwr Proj Rev 5.500 07/01/20 600,882 600,882
Multi-Projs
Stanton, CA Multi-Family Rev Hsg Contl 5.625 08/01/29 1,011,585 1,011,585
Garden Apts (AMT) (Variable Rate
Coupon) (FNMA Collateralized)
State Center, CA Cmnty Election 2002 5.500 08/01/28 1,098,490 1,098,490
Ser A (MBIA Insd)
I-24
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) - VAN KAMPEN CALIFORNIA
MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
1,260 1,260 Sweetwater, CA Auth Wtr Rev (FSA Insd)
1,325 1,325 Sweetwater, CA Auth Wtr Rev (FSA Insd)
1,300 1,300 Taft, CA City Elem Sch Dist Ser A
(MBIA Insd) (b)
2,000 2,000 4,000 University of CA Ctf Part San Diego
Campus Proj Ser A
4,000 4,000 University of CA Rev Hosp UCLA Med Ctr
Ser A (AMBAC Insd)
1,000 1,000 University of CA Rev Multi Purp Proj
Ser M (FGIC Insd)
1,000 1,000 University of CA Rev Resh Fac Ser E
(AMBAC Insd)
1,200 1,200 Ventura Cnty, CA Cmnty College Ser A
(MBIA Insd)
1,000 1,000 Vista, CA Uni Sch Dist Ser A (FSA Insd)
2,000 2,000 William S Hart CA Jt Sch Fin Auth Spl
Tax Rev Cmnty Fac Rfdg (FSA Insd)
1,000 1,000 2,000 Woodland, CA Fin Auth Lease Rev Cap
Proj Rfdg (XLCA Insd)
Puerto Rico 6.2%
5,000 5,000 Puerto Rico Comwlth Hwy & Tran Auth
Hwy Rev Ser Y Rfdg (FSA Insd)
1,000 1,000 Puerto Rico Comwlth Hwy & Tran Rev
Tran Rev Sub (FGIC Insd)
2,000 2,000 Puerto Rico Elec Pwr Auth Pwr Rev Ser
II (XLCA Insd)
3,000 3,000 Puerto Rico Elec Pwr Auth Rev Ser QQ
(XLCA Insd) (c)
U. S. Virgin Islands 1.6%
1,000 1,000 2,000 Virgin Islands Pub Fin Auth Rev Gross
Rcpt Taxes Ln Nt Ser A
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross
Rcpt Taxes Ln Nt Ser A
VIC VKC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
Sweetwater, CA Auth Wtr Rev (FSA
Insd) 5.500 04/01/17 1,406,185 1,406,185
Sweetwater, CA Auth Wtr Rev (FSA
Insd) 5.500 04/01/18 1,478,726 1,478,726
Taft, CA City Elem Sch Dist Ser A
(MBIA Insd) (b) * 08/01/22 550,849 550,849
University of CA Ctf Part San
Diego Campus Proj Ser A 5.250 01/01/32 2,079,120 2,079,120 4,158,240
University of CA Rev Hosp UCLA
Med Ctr Ser A (AMBAC Insd) 5.250 05/15/30 4,215,120 4,215,120
University of CA Rev Multi Purp
Proj Ser M (FGIC Insd) 5.125 09/01/17 1,094,100 1,094,100
University of CA Rev Resh Fac Ser
E (AMBAC Insd) 5.000 09/01/19 1,077,290 1,077,290
Ventura Cnty, CA Cmnty College
Ser A (MBIA Insd) 5.500 08/01/23 1,337,952 1,337,952
Vista, CA Uni Sch Dist Ser A (FSA
Insd) 5.000 08/01/23 1,052,490 1,052,490
William S Hart CA Jt Sch Fin Auth
Spl Tax Rev Cmnty Fac Rfdg (FSA
Insd) 6.500 09/01/14 2,115,200 2,115,200
Woodland, CA Fin Auth Lease Rev
Cap Proj Rfdg (XLCA Insd) 5.000 03/01/25 1,034,640 1,034,640 2,069,280
------------------------------------------------------------------
118,277,956 53,689,138 149,937,242 321,904,336
------------------------------------------------------------------
Puerto Rico Comwlth Hwy & Tran
Auth Hwy Rev Ser Y Rfdg (FSA
Insd) 6.250 07/01/21 6,341,300 6,341,300
Puerto Rico Comwlth Hwy & Tran
Rev Tran Rev Sub (FGIC Insd) 5.250 07/01/16 1,127,080 1,127,080
Puerto Rico Elec Pwr Auth Pwr Rev
Ser II (XLCA Insd) 5.375 07/01/17 2,243,380 2,243,380
Puerto Rico Elec Pwr Auth Rev Ser
QQ (XLCA Insd) (c) 5.500 07/01/18 3,459,150 3,459,150
------------------------------------------------------------------
0 3,459,150 9,711,760 13,170,910
------------------------------------------------------------------
Virgin Islands Pub Fin Auth Rev
Gross Rcpt Taxes Ln Nt Ser A 6.375 10/01/19 1,158,180 1,158,180 2,316,360
Virgin Islands Pub Fin Auth Rev
Gross Rcpt Taxes Ln Nt Ser A 6.500 10/01/24 1,161,490 1,161,490
------------------------------------------------------------------
1,158,180 0 2,319,670 3,477,850
------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS 158.5%
(Cost $313,974,560).................................... 119,436,136 57,148,288 161,968,672 338,553,096
TOTAL SHORT-TERM INVESTMENTS 0.6%
(Cost $1,300,000)...................................... 900,000 200,000 200,000 1,300,000
------------------------------------------------------------------
TOTAL INVESTMENTS 159.1%
(Cost $315,274,560).................................... 120,336,136 57,348,288 162,168,672 339,853,096
LIABILITIES IN EXCESS OF OTHER ASSETS (0.6)% 1,388,985 (2,918,369) 277,279 (1,252,105)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (58.5%) (45,016,950) (20,014,576) (60,010,848) (125,042,374)
------------------------------------------------------------------
NET ASSETS 100.0% $76,708,171 $34,415,343 $ 102,435,103 $213,558,617(d)
------------------------------------------------------------------
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero coupon bond
(a) Security is a "step-up" bond where the coupon increases or steps up at
a predetermined date.
(b) The Trust owns 100% of the bond issuance.
(c) Securities purchased on a when-issued or delayed delivery basis.
(d) Does not reflect a non-recurring cost associated with this transaction
of approximately $503,430. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
I-25
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) - VAN KAMPEN CALIFORNIA
MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VKC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- ------------------------------------------------------------------------------------------------------------
Approximate Cost Cost Per Share
----------------------------------------------------
Van Kampen Trust for Investment Grade California $ 166,080 $0.036
Van Kampen California Municipal Trust 155,700 0.048
Van Kampen California Value Municipal Income Trust 181,650 0.030
------------
$ 503,430
------------
VIC VKC VCV PROFORMA
COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
-----------------------------------------------------------------------------------------------------------
AMBAC -- AMBAC Indemnity Corp.
AMT- Alternative Minimum Tax
Asset Gty - Asset Guaranty Insurance Co.
CA MTG - California Mortgage Insurance
CIFG - CDC IXIS Financial Guaranty
Connie Lee -- Connie Lee Insurance Co.
FGIC -- Financial Guaranty Insurance Co.
FNMA - Federal National Mortgage Association
FSA -- Financial Security Assurance Inc.
GNMA -- Government National Mortgage Association
LOC - Letter of Credit
MBIA -- Municipal Bond Investors Assurance Corp.
Radian - Radian Asset Assurance
XLCA - XL Capital Assurance Inc.
I-26
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) - VAN KAMPEN CALIFORNIA
QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
Municipal Bonds 150.6%
California 145.1%
1,020 $ 1,020 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
$ 2,000 2,000 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
1,610 1,610 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
$ 1,390 1,000 2,390 Abag Fin Auth For Nonprofit Corp CA Ctf Part Childrens Hosp Med Ctr (AMBAC Insd)
500 500 Abag Fin Auth For Nonprofit Corp CA Ctf Part Childrens Hosp Med Ctr (AMBAC Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA Insd Rev Ctf Lincoln Glen Manor Sr Citizens
(CA MTG Insd)
1,000 1,000 1,000 3,000 Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg Utd Dominion Ser A
Rfdg (AMT) (Asset Gty Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg Utd Dominion Ser B
Rfdg (Variable Rate Coupon) (Asset Gty Insd)
1,485 1,485 Anaheim, CA City Sch Dist Election 2002 (FGIC Insd)
3,540 3,540 Anaheim, CA Pub Fin Auth Lease Rev Cap Apprec Pub Impt Proj Ser C (FSA Insd)
1,000 1,000 Bakersfield, CA Ctf Part Convention Ctr Expansion Proj (MBIA Insd)
1,000 1,790 2,790 Banning, CA Cmnty Redev Agy Tax Alloc Merged Downtown (Radian Insd)
2,510 2,510 Bay Area Govt Assn CA Lease West Sacramento Ser A (XLCA Insd) (c)
2,000 2,000 4,000 Bay Area Toll Auth CA Toll Brdg Rev San Francisco Bay Area Ser D
1,000 1,000 Benicia, CA Uni Sch Dist Ser B (MBIA Insd)
2,500 2,500 Beverly Hills, CA Pub Fin Auth Lease Rev Ser A (MBIA Insd)
1,610 1,610 Blythe, CA Redev Agy Redev Proj No 1 Tax Alloc Ser A Rfdg (c)
1,725 1,725 Bonita, CA Uni Sch Dist Election 2004 Ser A (MBIA Insd) (c)
1,055 1,055 Borrego, CA Wtr Dist Ctf Part Wtr Sys Acquisition (c)
3,535 3,535 Brea, CA Redev Agy Tax Alloc Ser A Rfdg (AMBAC Insd) (c)
1,390 1,390 Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg (FSA Insd) (c)
1,510 1,510 Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg (FSA Insd) (c)
2,000 2,000 Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A (AMBAC Insd)
1,500 1,500 Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A (AMBAC Insd)
2,060 2,060 Burbank, CA Wastewtr Treatment Rev Ser A (AMBAC Insd)
2,060 2,060 Calexico, CA Uni Sch Dist Ser A (MBIA Insd) (c)
1,000 1,000 California Edl Fac Auth Rev Pooled College & Univ Ser B
1,000 1,000 2,000 California Edl Fac Auth Rev Pooled College & Univ Proj Ser B
1,000 1,000 2,000 California Edl Fac Auth Rev Pooled College & Univ Proj Ser B
505 1,005 505 2,015 California Edl Fac Auth Rev Student Ln CA Ln Pgm Ser A (AMT) (MBIA Insd)
2,500 2,500 California Hlth Fac Fin Auth Rev Cedars Sinai Med Ctr Ser A
175 175 California Hlth Fac Fin Auth Rev Hlth Fac Small Fac Ln Ser A (CA MTG Insd)
275 275 California Hlth Fac Fin Auth Rev Hlth Fac Small Fac Ln Ser A (CA MTG Insd)
2,500 2,500 California Hlth Fac Fin Auth Rev Insd Hlth Fac Vlycare Ser A (CA MTG Insd)
975 975 California Hsg Fin Agy Rev Home Mtg Ser M (AMT) (MBIA Insd)
VIC VQC VCV PROFORMA
MARKET MARKET MARKET MARKET
DESCRIPTION COUPON MATURITY VALUE VALUE VALUE VALUE
- ------------ ------- -------- ------------ ---------- ---------- ----------
A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd) * 08/01/17 $ 583,634 $ 583,634
A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd) * 08/01/21 $ 904,260 904,260
A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd) * 08/01/22 682,559 682,559
Abag Fin Auth For Nonprofit Corp CA Ctf Part
Childrens Hosp Med Ctr (AMBAC Insd) 5.875% 12/01/19 $ 1,590,980 1,144,590 2,735,570
Abag Fin Auth For Nonprofit Corp CA Ctf Part Childrens
Hosp Med Ctr (AMBAC Insd) 6.000 12/01/29 565,575 565,575
Abag Fin Auth For Nonprofit Corp CA Insd Rev Ctf Lincoln
Glen Manor Sr Citizens (CA MTG Insd) 6.100 02/15/25 1,081,310 1,081,310
Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg
Utd Dominion Ser A Rfdg (AMT) (Asset Gty Insd) 6.400 08/15/30 1,092,660 1,092,660 1,092,660 3,277,980
Abag Fin Auth For Nonprofit Corp CA Multi-Family
Rev Hsg Utd Dominion Ser B Rfdg (Variable Rate Coupon)
(Asset Gty Insd) 6.250 08/15/30 1,094,810 1,094,810
Anaheim, CA City Sch Dist Election 2002 (FGIC Insd) 5.375 08/01/20 1,655,493 1,655,493
Anaheim, CA Pub Fin Auth Lease Rev Cap Apprec Pub Impt
Proj Ser C (FSA Insd) * 09/01/32 798,341 798,341
Bakersfield, CA Ctf Part Convention Ctr Expansion Proj
(MBIA Insd) 5.875 04/01/22 1,090,340 1,090,340
Banning, CA Cmnty Redev Agy Tax Alloc Merged Downtown
(Radian Insd) 5.000 08/01/23 1,027,530 1,839,279 2,866,809
Bay Area Govt Assn CA Lease West Sacramento Ser A
(XLCA Insd) (c) 5.000 09/01/24 2,634,195 2,634,195
Bay Area Toll Auth CA Toll Brdg Rev San Francisco
Bay Area Ser D 5.000 04/01/17 2,174,760 2,174,760 4,349,520
Benicia, CA Uni Sch Dist Ser B (MBIA Insd) * 08/01/18 518,530 518,530
Beverly Hills, CA Pub Fin Auth Lease Rev Ser A
(MBIA Insd) 5.250 06/01/12 2,828,075 2,828,075
Blythe, CA Redev Agy Redev Proj No 1 Tax Alloc
Ser A Rfdg (c) 7.500 05/01/23 1,676,332 1,676,332
Bonita, CA Uni Sch Dist Election 2004 Ser A
(MBIA Insd) (c) 5.250 08/01/22 1,891,066 1,891,066
Borrego, CA Wtr Dist Ctf Part Wtr Sys Acquisition (c) 7.000 04/01/27 1,110,472 1,110,472
Brea, CA Redev Agy Tax Alloc Ser A Rfdg (AMBAC Insd) (c) 5.500 08/01/20 3,964,891 3,964,891
Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg
(FSA Insd) (c) 5.500 08/01/19 1,574,953 1,574,953
Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg
(FSA Insd) (c) 5.500 08/01/20 1,704,684 1,704,684
Burbank, CA Pub Fin Auth Rev Golden State Redev Proj
Ser A (AMBAC Insd) 5.250 12/01/19 2,207,300 2,207,300
Burbank, CA Pub Fin Auth Rev Golden State Redev Proj
Ser A (AMBAC Insd) 5.250 12/01/23 1,622,040 1,622,040
Burbank, CA Wastewtr Treatment Rev Ser A (AMBAC Insd) 5.000 06/01/29 2,125,652 2,125,652
Calexico, CA Uni Sch Dist Ser A (MBIA Insd) (c ) 5.000 08/01/27 2,142,936 2,142,936
California Edl Fac Auth Rev Pooled College & Univ Ser B 6.625 06/01/20 1,109,270 1,109,270
California Edl Fac Auth Rev Pooled College & Univ Proj
Ser B 5.250 04/01/24 1,012,180 1,012,180 2,024,360
California Edl Fac Auth Rev Pooled College & Univ Proj
Ser B 6.750 06/01/30 1,087,360 1,087,360 2,174,720
California Edl Fac Auth Rev Student Ln CA Ln Pgm
Ser A (AMT) (MBIA Insd) 6.000 03/01/16 536,628 1,067,943 536,628 2,141,199
California Hlth Fac Fin Auth Rev Cedars Sinai Med Ctr
Ser A 6.125 12/01/19 2,752,450 2,752,450
California Hlth Fac Fin Auth Rev Hlth Fac Small Fac Ln
Ser A (CA MTG Insd) 6.700 03/01/11 175,464 175,464
California Hlth Fac Fin Auth Rev Hlth Fac Small Fac Ln
Ser A (CA MTG Insd) 6.750 03/01/20 275,954 275,954
California Hlth Fac Fin Auth Rev Insd Hlth Fac Vlycare
Ser A (CA MTG Insd) 6.125 05/01/12 2,505,075 2,505,075
California Hsg Fin Agy Rev Home Mtg Ser M (AMT)
(MBIA Insd) 5.550 08/01/17 1,025,817 1,025,817
I-27
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) - VAN KAMPEN CALIFORNIA
QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
1,000 1,000 2,000 California Hsg Fin Agy Rev Multi-Family Hsg III Ser A (AMT) (MBIA Insd)
2,000 2,000 California Infrastructure & Econ Dev Bk Rev Bay Area Toll Brdgs First Lien
Ser A (FGIC Insd)
1,000 1,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Gas & Elec Ser A Rfdg
(MBIA Insd)
2,000 3,000 5,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Pacific Gas & Elec Ser A Rfdg
(AMT) (FGIC Insd)
4,500 6,200 10,700 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Southn CA Edison Co (AMT)
(AMBAC Insd)
215 215 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg Bkd Secs Pgm Ser B
(AMT) (GNMA Collateralized)
50 50 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg Bkd Secs Pgm Ser C
(AMT) (GNMA Collateralized)
70 70 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg Bkd Secs Ser A2
(AMT) (GNMA Collateralized)
320 320 California Rural Home Mtg Fin Auth Single Family Mtg Rev Pgm Ser B (AMT) (GNMA
Collateralized)
60 60 California Rural Home Mtg Fin Auth Single Family Mtg Rev Ser C (AMT) (GNMA
Collateralized)
1,060 1,060 California Spl Dist Assn Fin Corp Ctf Part Spl Dist Fin Pgm Ser KK (FSA Insd)(c)
2,110 2,110 California Spl Dists Fin Prog Ser 00 (MBIA Insd) (c)
2,400 2,400 California St (AMBAC Insd)
1,000 1,000 2,000 California St (CIFG Insd)
1,000 1,000 California St (FGIC Insd)
1,000 1,000 California St (MBIA Insd)
2,005 2,005 California St Cpn Muni Rcpts
2,555 2,555 California St Cpn Muni Rcpts
2,000 2,000 4,000 California St Dept Wtr Res Pwr Ser A (AMBAC Insd)
1,000 1,000 California St Dept Wtr Res Wtr Ser W
9,600 9,600 California St Prin Muni Rcpts (XLCA Insd)
1,585 1,585 California St Pub Wks Brd Dept Corrections Ser C
1,000 1,000 California St Pub Wks Brd Dept Corrections Ser C
3,000 3,000 California St Pub Wks Brd Energy Efficiency Rev Ser A (FSA Insd)
2,205 2,205 California St Pub Wks Brd Lease Rev Dept Corrections Ser E Rfdg (XLCA Insd)
1,000 1,000 California St Pub Wks Brd Lease Rev Dept Hlth Svcs Ser A (MBIA Insd)
2,340 2,340 California St Rfdg (FGIC Insd)
1,255 1,255 California St Rfdg (XLCA Insd)
1,000 1,000 California St Univ Fresno Assn Sr Aux Organization Event Ctr
1,000 1,000 California St Univ Fresno Assn Sr Aux Organization Event Ctr
1,000 3,000 4,000 California St Vet Bd Ser BH (AMT) (FSA Insd)
2,000 2,000 2,000 6,000 California St Vet Bd Ser BH (AMT) (FSA Insd)
960 960 California St Vet Ser BJ (AMT)
2,000 2,000 California Statewide Cmntys Dev Auth Ctf Part (Acquired 11/23/99,
Cost $2,000,000) (a)
1,325 1,325 California Statewide Cmntys Dev Auth Wtr & Wastewtr Rev Pooled Fin Pgm Ser B
(FSA Insd)
1,280 1,280 California Statewide Cmntys Dev Auth Wtr Rev Pooled Fin Pgm Ser C (FSA Insd)
1,000 1,000 California Statewide Cmntys Dev Huntington Mem Hosp (Connie Lee Insd)
2,000 2,000 Campbell, CA Redev Agy Tax Alloc Ctr Campbell Redev Proj Ser A
1,595 1,595 Cardiff, CA Sch Dist Cap Apprec (FGIC Insd) (c )
VIC VQC VCV PROFORMA
MARKET MARKET MARKET MARKET
DESCRIPTION COUPON MATURITY VALUE VALUE VALUE VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
California Hsg Fin Agy Rev Multi-Family Hsg III Ser A
(AMT) (MBIA Insd) 5.850 08/01/17 1,048,140 1,048,140 2,096,280
California Infrastructure & Econ Dev Bk Rev Bay Area
Toll Brdgs First Lien Ser A (FGIC Insd) 5.000 07/01/29 2,064,500 2,064,500
California Pollutn Ctl Fin Auth Pollutn Ctl Rev Gas &
Elec Ser A Rfdg (MBIA Insd) 5.900 06/01/14 1,187,840 1,187,840
California Pollutn Ctl Fin Auth Pollutn Ctl Rev Pacific
Gas & Elec Ser A Rfdg (AMT) (FGIC Insd) 3.500 12/01/23 2,046,780 3,070,170 5,116,950
California Pollutn Ctl Fin Auth Pollutn Ctl Rev Southn
CA Edison Co (AMT) (AMBAC Insd) 6.000 07/01/27 4,512,420 6,217,112 10,729,532
California Rural Home Mtg Fin Auth Single Family Mtg Rev
Mtg Bkd Secs Pgm Ser B (AMT) (GNMA Collateralized) 6.150 06/01/20 219,038 219,038
California Rural Home Mtg Fin Auth Single Family Mtg Rev
Mtg Bkd Secs Pgm Ser C (AMT) (GNMA Collateralized) 7.500 08/01/27 51,692 51,692
California Rural Home Mtg Fin Auth Single Family Mtg Rev
Mtg Bkd Secs Ser A2 (AMT) (GNMA Collateralized) 7.950 12/01/24 70,701 70,701
California Rural Home Mtg Fin Auth Single Family Mtg Rev
Pgm Ser B (AMT) (GNMA Collateralized) 6.250 12/01/31 326,144 326,144
California Rural Home Mtg Fin Auth Single Family Mtg Rev
Ser C (AMT) (GNMA Collateralized) 7.800 02/01/28 62,071 62,071
California Spl Dist Assn Fin Corp Ctf Part Spl Dist Fin
Pgm Ser KK (FSA Insd) (c) 5.800 11/01/29 1,185,451 1,185,451
California Spl Dists Fin Prog Ser 00 (MBIA Insd) (c) 5.250 12/01/26 2,243,584 2,243,584
California St (AMBAC Insd) 6.400 09/01/08 2,758,632 2,758,632
California St (CIFG Insd) 5.000 10/01/22 1,055,820 1,055,820 2,111,640
California St (FGIC Insd) 5.000 10/01/23 1,033,500 1,033,500
California St (MBIA Insd) 5.000 02/01/26 1,039,820 1,039,820
California St Cpn Muni Rcpts * 03/01/08 1,831,146 1,831,146
California St Cpn Muni Rcpts * 09/01/09 2,190,223 2,190,223
California St Dept Wtr Res Pwr Ser A (AMBAC Insd) 5.500 05/01/16 2,284,560 2,284,560 4,569,120
California St Dept Wtr Res Wtr Ser W 5.500 12/01/17 1,130,590 1,130,590
California St Prin Muni Rcpts (XLCA Insd) * 09/01/09 8,280,576 8,280,576
California St Pub Wks Brd Dept Corrections Ser C 5.000 06/01/09 1,729,219 1,729,219
California St Pub Wks Brd Dept Corrections Ser C 5.500 06/01/23 1,089,060 1,089,060
California St Pub Wks Brd Energy Efficiency Rev Ser A
(FSA Insd) 5.250 05/01/08 3,038,310 3,038,310
California St Pub Wks Brd Lease Rev Dept Corrections Ser
E Rfdg (XLCA Insd) 5.000 06/01/18 2,402,017 2,402,017
California St Pub Wks Brd Lease Rev Dept Hlth Svcs Ser A
(MBIA Insd) 5.750 11/01/24 1,125,020 1,125,020
California St Rfdg (FGIC Insd) 5.000 02/01/23 2,456,087 2,456,087
California St Rfdg (XLCA Insd) 5.500 03/01/11 1,421,062 1,421,062
California St Univ Fresno Assn Sr Aux Organization Event
Ctr 6.000 07/01/26 1,064,900 1,064,900
California St Univ Fresno Assn Sr Aux Organization Event
Ctr 6.000 07/01/31 1,055,770 1,055,770
California St Vet Bd Ser BH (AMT) (FSA Insd) 5.400 12/01/15 1,025,850 3,077,550 4,103,400
California St Vet Bd Ser BH (AMT) (FSA Insd) 5.400 12/01/16 2,051,700 2,051,700 2,051,700 6,155,100
California St Vet Ser BJ (AMT) 5.700 12/01/32 984,922 984,922
California Statewide Cmntys Dev Auth Ctf Part (Acquired
11/23/99, Cost $2,000,000) (a) 7.250 11/01/29 2,092,480 2,092,480
California Statewide Cmntys Dev Auth Wtr & Wastewtr Rev
Pooled Fin Pgm Ser B (FSA Insd) 5.250 10/01/23 1,433,226 1,433,226
California Statewide Cmntys Dev Auth Wtr Rev Pooled Fin
Pgm Ser C (FSA Insd) 5.250 10/01/28 1,356,134 1,356,134
California Statewide Cmntys Dev Huntington Mem Hosp
Connie Lee Insd) 5.750 07/01/16 1,079,820 1,079,820
Campbell, CA Redev Agy Tax Alloc Ctr Campbell Redev Proj
Ser A 6.550 10/01/32 2,163,960 2,163,960
Cardiff, CA Sch Dist Cap Apprec (FGIC Insd) (c) * 08/01/24 590,341 590,341
I-28
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- ----------------------------------------------------------------------------------------------------------------------------------
1,675 1,675 Cardiff, CA Sch Dist Cap Apprec (FGIC Insd) (c)
235 235 Carson, CA Impt Bond Act 1915 Assmt Dist No 92-1
2,000 2,000 Carson, CA Redev Agy Tax Alloc Ser A Rfdg (MBIA Insd)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c)
2,000 2,000 Central Vly Fin Auth CA Cogeneration Proj
Rev Carson Ice Gen Proj Rev (MBIA Insd)
3,140 3,140 Cerritos, CA Cmnty College Dist Election
2004 Ser A (MBIA Insd) (c)
1,000 1,500 2,500 Chaffey, CA Uni High Sch Dist Ser C (FSA Insd)
1,440 1,440 Chino Basin, CA Regl Fin Auth Rev Muni Wtr
Dist Swr Sys Proj (AMBAC Insd)
1,700 1,700 Chino Vly Uni Sch Dist CA Ctf Part Ser A Rfdg (FSA Insd)
2,000 2,000 Chula Vista, CA Indl Dev Rev San Diego Gas Ser A
2,385 2,385 Chula Vista, CA Redev Agy Tax Alloc Sr Bayfront Ser D Rfdg
1,000 1,000 Coachella, CA Redev Agy Tax Alloc Proj Area No 3 Rfdg
2,900 2,900 Colton, CA Jt Uni Sch Dist Ser A (FGIC Insd)
1,000 1,000 2,000 Colton, CA Redev Agy Tax Alloc Mt Vernon Corridor Redev Proj
2,000 2,000 Commerce, CA Jt Pwr Fin Auth Lease Rev
Cmntys Ctr Proj (XLCA Insd)
1,580 1,580 Commerce, CA Refuse Energy Auth Rev Rfdg (MBIA Insd) (c) (d)
1,230 1,230 Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd)
1,110 1,110 Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd)
1,965 1,965 Contra Costa Cnty, CA Ctf Part Merrithew Mem
Hosp Proj Rfdg (MBIA Insd)
1,000 1,000 Corona, CA Ctf Part Clearwater Cogeneration Proj (MBIA Insd)
1,250 1,250 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd)
1,595 1,595 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd)
1,735 1,735 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd) (c)
1,360 1,360 Csuci Fin Auth Rev CA East Campus Cmnty Ser
A (LOC - Citibank) (MBIA Insd)
615 615 Davis, CA Pub Fac Fin Auth Loc Agy Rev Mace
Ranch Area Ser A
1,245 1,245 Duarte, CA Multi-Family Rev Hsg Heritage
Park Apt Ser A (AMT) (FNMA Collateralized)
1,000 1,000 Duarte, CA Redev Agy Tax Alloc Davis Addition Proj Area Rfdg
1,000 1,000 East Bay, CA Muni Util Dist Wtr Sys Rev (MBIA Insd)
2,445 2,000 4,445 East Bay, CA Muni Util Dist Wtr Sys Rev Sub
VIC VQC VCV PROFORMA
MARKET MARKET MARKET MARKET
DESCRIPTION COUPON MATURITY VALUE VALUE VALUE VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
Cardiff, CA Sch Dist Cap Apprec (FGIC Insd) (c) * 08/01/25 581,242 581,242
Carson, CA Impt Bond Act 1915 Assmt Dist
No 92-1 7.375 09/02/22 239,263 239,263
Carson, CA Redev Agy Tax Alloc Ser A Rfdg
(MBIA Insd) 5.000 10/01/23 2,129,000 2,129,000
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/27 328,147 328,147
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/28 309,192 309,192
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/30 274,711 274,711
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/31 259,228 259,228
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/32 244,928 244,928
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/33 231,615 231,615
Central Vly Fin Auth CA Cogeneration Proj
Rev Carson Ice Gen Proj Rev (MBIA Insd) 5.000 07/01/17 2,163,580 2,163,580
Cerritos, CA Cmnty College Dist Election
2004 Ser A (MBIA Insd) (c) 5.000 08/01/27 3,256,368 3,256,368
Chaffey, CA Uni High Sch Dist Ser C (FSA
Insd) 5.000 05/01/27 1,036,080 1,554,120 2,590,200
Chino Basin, CA Regl Fin Auth Rev Muni
Wtr Dist Swr Sys Proj (AMBAC Insd) 7.000 08/01/08 1,680,293 1,680,293
Chino Vly Uni Sch Dist CA Ctf Part Ser A
Rfdg (FSA Insd) 5.375 09/01/20 1,895,653 1,895,653
Chula Vista, CA Indl Dev Rev San Diego
Gas Ser A 5.300 07/01/21 2,144,880 2,144,880
Chula Vista, CA Redev Agy Tax Alloc Sr
Bayfront Ser D Rfdg 8.625 09/01/24 2,682,338 2,682,338
Coachella, CA Redev Agy Tax Alloc Proj
Area No 3 Rfdg 5.875 12/01/28 1,023,010 1,023,010
Colton, CA Jt Uni Sch Dist Ser A (FGIC
Insd) 5.500 08/01/22 3,248,261 3,248,261
Colton, CA Redev Agy Tax Alloc Mt Vernon
Corridor Redev Proj 6.300 09/01/36 1,064,650 1,064,650 2,129,300
Commerce, CA Jt Pwr Fin Auth Lease Rev
Cmntys Ctr Proj (XLCA Insd) 5.000 10/01/34 2,039,920 2,039,920
Commerce, CA Refuse Energy Auth Rev Rfdg
(MBIA Insd) (c) (d) 5.000 07/01/06 1,622,897 1,622,897
Compton, CA Uni Sch Dist Election of 2002
Ser B (MBIA Insd) 5.500 06/01/25 1,364,833 1,364,833
Compton, CA Uni Sch Dist Election of 2002
Ser B (MBIA Insd) 5.000 06/01/29 1,148,861 1,148,861
Contra Costa Cnty, CA Ctf Part Merrithew
Mem Hosp Proj Rfdg (MBIA Insd) 5.500 11/01/22 2,153,424 2,153,424
Corona, CA Ctf Part Clearwater
Cogeneration Proj (MBIA Insd) 5.000 09/01/17 1,086,590 1,086,590
Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd) * 09/01/16 754,075 754,075
Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd) * 09/01/17 909,325 909,325
Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd) (c) * 09/01/18 934,055 934,055
Csuci Fin Auth Rev CA East Campus Cmnty
Ser A (LOC - Citibank) (MBIA Insd) 5.125 09/01/21 1,446,075 1,446,075
Davis, CA Pub Fac Fin Auth Loc Agy Rev
Mace Ranch Area Ser A 6.500 09/01/15 656,445 656,445
Duarte, CA Multi-Family Rev Hsg Heritage
Park Apt Ser A (AMT) (FNMA Collateralized) 5.850 05/01/30 1,293,779 1,293,779
Duarte, CA Redev Agy Tax Alloc Davis
Addition Proj Area Rfdg 6.700 09/01/14 1,078,020 1,078,020
East Bay, CA Muni Util Dist Wtr Sys Rev
(MBIA Insd) 5.000 06/01/21 1,054,720 1,054,720
East Bay, CA Muni Util Dist Wtr Sys Rev Sub 5.250 06/01/19 2,668,937 2,183,180 4,852,117
I-29
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- ----------------------------------------------------------------------------------------------------------------------------------
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd)
1,220 1,220 Emeryville, CA Pub Fin Auth Rev Assmt Dist Refin
1,000 1,000 1,000 3,000 Fairfield Suisun, CA Uni Sch Dist Spl Tax Cmnty
Fac Dist No 5 New Sch (FSA Insd)
2,155 3,000 5,155 Florin, CA Res Consv Dist Cap Impt Elk Grove
Wtr Svc Ser A (MBIA Insd)
1,000 1,000 2,000 Folsom, CA Spl Tax Cmnty Fac Dist No 2 Rfdg (Connie Lee Insd)
1,010 1,010 Folsom Cordova, CA Uni Sch Dist Fac Impt Dist
No 1 Cap Apprec Ser A (AMBAC Insd) (c)
1,060 1,060 Folsom Cordova, CA Uni Sch Dist Fac Impt Dist
No 1 Cap Apprec Ser A (AMBAC Insd) (c)
1,950 1,950 Fontana, CA Redev Agy Tax Alloc Southwest Indl Pk Proj
(MBIA Insd)
10,000 10,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
15,000 15,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
4,000 6,000 10,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
5,000 5,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
2,950 2,950 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Sr Lien
Ser A (Escrowed to Maturity)
2,500 3,000 5,500 Foothill/Eastern Corridor Agy CA Toll Rd Rev
Conv Cap Apprec Rfdg (b)
3,000 2,000 5,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev
Conv Cap Apprec Sr Lien Ser A (Escrowed to Maturity) (b)
1,000 1,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Rfdg
1,000 1,000 Galt Schs Jt Pwrs Auth CA Rev High Sch & Elem
Sch Ser A Rfdg (MBIA Insd)
1,115 1,115 Garden Grove, CA Pub Fin Auth Rev Ctfs Partn
Wtr Svcs Cap Impt Pgm (FSA Insd)
1,000 1,500 2,500 Glendale, CA Uni Sch Dist Ser C Indl No 1 (FSA Insd)
1,680 1,680 Glendale, CA Uni Sch Dist Ser D (MBIA Insd) (c)
1,400 1,400 Hawaii Desert, CA Mem Hlthcare Dist Rev Rfdg
1,000 1,000 Huntington Park, CA Pub Fin Auth Lease Rev Wastewtr Sys
Proj Ser A
1,000 1,000 2,000 Imperial Irr Dist CA Ctf Part Elec Sys Proj (FSA Insd)
1,000 2,000 3,000 Industry, CA Urban Dev Agy Tax Alloc Civic Rev
Indl No 1 Rfdg (MBIA Insd)
1,000 1,000 Inland Empire Solid Waste Fin Auth CA Rev
Landfill Impt Fin Proj Ser B (AMT) (Prerefunded
@ 08/01/06) (FSA Insd)
1,435 1,000 2,435 Irvine, CA Pub Fac & Infrastructure Auth Assmt
Rev Ser B (AMBAC Insd)
1,000 1,000 Kern, CA Cmnty College Sch Fac Impt Dist
Mammoth Campus/Kern Cmnty (AMBAC Insd)
1,000 1,000 La Quinta, CA Fin Auth Loc Ser A (AMBAC Insd)
1,420 1,420 La Quinta, CA Redev Agy Tax Alloc Redev Proj
Area No 1 (AMBAC Insd)
1,600 1,600 La Quinta, CA Redev Agy Tax Alloc Redev Proj
Area No 1 Rfdg (MBIA Insd)
1,500 1,500 La Quinta, CA Redev Agy Tax Alloc Redev Proj
Area No 1 (AMBAC Insd)
1,000 1,000 Laguna Hills, CA Ctf Part Cmnty Ctr Proj (MBIA Insd)
1,105 1,105 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (c)
VIC VQC VCV PROFORMA
MARKET MARKET MARKET MARKET
DESCRIPTION COUPON MATURITY VALUE VALUE VALUE VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
El Monte, CA Wtr Auth Rev Wtr Sys 5.600 09/01/29 1,095,480 1,095,480
Proj (AMBAC Insd)
El Monte, CA Wtr Auth Rev Wtr Sys 5.600 09/01/34 1,095,810 1,095,810
Proj (AMBAC Insd)
Emeryville, CA Pub Fin Auth Rev
Assmt Dist Refin 5.900 09/02/21 1,244,998 1,244,998
Fairfield Suisun, CA Uni Sch Dist 5.375 08/15/29 1,065,440 1,065,440 1,065,440 3,196,320
Spl Tax Cmnty Fac Dist No 5 New
Sch (FSA Insd)
Florin, CA Res Consv Dist Cap
Impt Elk Grove Wtr Svc Ser A
(MBIA Insd) 5.000 09/01/33 2,209,996 3,076,560 5,286,556
Folsom, CA Spl Tax Cmnty Fac Dist
No 2 Rfdg (Connie Lee Insd) 5.250 12/01/19 1,102,130 1,102,130 2,204,260
Folsom Cordova, CA Uni Sch Dist
Fac Impt Dist No 1 Cap Apprec Ser
A (AMBAC Insd) (c) * 10/01/19 511,252 511,252
Folsom Cordova, CA Uni Sch Dist
Fac Impt Dist No 1 Cap Apprec Ser
A (AMBAC Insd) (c) * 10/01/21 475,410 475,410
Fontana, CA Redev Agy Tax Alloc
Southwest Indl Pk Proj (MBIA Insd) 5.200 09/01/30 2,044,380 2,044,380
Foothill/Eastern Corridor Agy CA
Toll Rd Rev Cap Apprec Rfdg * 01/15/25 3,046,400 3,046,400
Foothill/Eastern Corridor Agy CA
Toll Rd Rev Cap Apprec Rfdg * 01/15/26 4,312,650 4,312,650
Foothill/Eastern Corridor Agy CA
Toll Rd Rev Cap Apprec Rfdg * 01/15/30 896,080 1,344,120 2,240,200
Foothill/Eastern Corridor Agy CA
Toll Rd Rev Cap Apprec Rfdg * 01/15/31 1,053,350 1,053,350
Foothill/Eastern Corridor Agy CA
Toll Rd Rev Cap Apprec Sr Lien
Ser A (Escrowed to Maturity) * 01/01/27 977,364 977,364
Foothill/Eastern Corridor Agy CA
Toll Rd Rev Conv Cap Apprec Rfdg (b) 0/5.875 01/15/27 1,997,175 2,396,610 4,393,785
Foothill/Eastern Corridor Agy CA
Toll Rd Rev Conv Cap Apprec Sr
Lien Ser A (Escrowed to Maturity) (b) 0/7.050 01/01/10 3,559,140 2,372,760 5,931,900
Foothill/Eastern Corridor Agy CA
Toll Rd Rev Rfdg 5.750 01/15/40 1,011,950 1,011,950
Galt Schs Jt Pwrs Auth CA Rev
High Sch & Elem Sch Ser A Rfdg
(MBIA Insd) 5.750 11/01/16 1,121,580 1,121,580
Garden Grove, CA Pub Fin Auth Rev
Ctfs Partn Wtr Svcs Cap Impt Pgm
(FSA Insd) 5.000 12/15/23 1,183,662 1,183,662
Glendale, CA Uni Sch Dist Ser C
Indl No 1 (FSA Insd) 5.500 09/01/19 1,119,380 1,679,070 2,798,450
Glendale, CA Uni Sch Dist Ser D
(MBIA Insd) (c) 5.250 09/01/17 1,865,993 1,865,993
Hawaii Desert, CA Mem Hlthcare
Dist Rev Rfdg 5.500 10/01/19 1,382,836 1,382,836
Huntington Park, CA Pub Fin Auth
Lease Rev Wastewtr Sys Proj Ser A 6.200 10/01/25 1,044,610 1,044,610
Imperial Irr Dist CA Ctf Part
Elec Sys Proj (FSA Insd) 5.250 11/01/23 1,080,780 1,080,780 2,161,560
Industry, CA Urban Dev Agy Tax
Alloc Civic Rev Indl No 1 Rfdg
(MBIA Insd) 5.500 05/01/14 1,085,540 2,171,080 3,256,620
Inland Empire Solid Waste Fin
Auth CA Rev Landfill Impt Fin
Proj Ser B (AMT) (Prerefunded @
08/01/06) (FSA Insd) 6.000 08/01/16 1,086,990 1,086,990
Irvine, CA Pub Fac &
Infrastructure Auth Assmt Rev Ser
B (AMBAC Insd) 5.000 09/02/22 1,488,368 1,037,190 2,525,558
Kern, CA Cmnty College Sch Fac
Impt Dist Mammoth Campus/Kern
Cmnty (AMBAC Insd) * 08/01/22 423,730 423,730
La Quinta, CA Fin Auth Loc Ser A
(AMBAC Insd) 5.250 09/01/24 1,083,430 1,083,430
La Quinta, CA Redev Agy Tax Alloc
Redev Proj Area No 1 (AMBAC Insd) 5.000 09/01/22 1,513,649 1,513,649
La Quinta, CA Redev Agy Tax Alloc
Redev Proj Area No 1 Rfdg (MBIA Insd) 7.300 09/01/08 1,888,704 1,888,704
La Quinta, CA Redev Agy Tax Alloc
Redev Proj Area No 1 (AMBAC Insd) 5.125 09/01/32 1,560,705 1,560,705
Laguna Hills, CA Ctf Part Cmnty
Ctr Proj (MBIA Insd) 5.000 12/01/18 1,081,170 1,081,170
Larkspur, CA Sch Dist Cap Apprec
Ser A (FGIC Insd) (c) * 08/01/20 530,245 530,245
I-30
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
1,145 1,145 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (c)
1,020 1,020 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd)
1,255 1,255 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (c)
1,000 1,000 Loma Linda, CA Redev Agy Tax Loma Linda Redev
Proj Rfdg (MBIA Insd)
1,000 1,000 Long Beach, CA Bd Fin Auth Lease Rev Rainbow Harbor Refin
Proj Ser A (AMBAC Insd)
1,685 1,685 Long Beach, CA Bd Fin Auth North Long Beach Redev
Proj Ser A (AMBAC Insd)
3,555 3,555 Long Beach, CA Hbr Rev Ser A (AMT) (FGIC Insd)
1,000 1,000 2,000 Los Angeles, CA Cmnty College Dist Ser A (MBIA Insd)
1,000 1,000 Los Angeles, CA Ctf Part Dept Pub Social Svcs
Ser A (AMBAC Insd)
1,000 1,000 2,000 Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L. A.
(AMBAC Insd)
2,000 2,000 Los Angeles Cnty, CA Met Tran Auth Sales Tax Rev
Prop A First Tier Sr Ser C Rfdg (AMBAC Insd)
1,473 1,473 Los Angeles, CA Multi-Family Rev Hsg Earthquake Rehab
Proj Ser A (AMT) (FNMA Collateralized)
1,850 1,850 Los Angeles Cnty, CA Pension Oblig Ctf Ltd Muni Oblig
Ser A (MBIA Insd)
1,200 1,200 Los Angeles Cnty, CA Sch Regionalized Business Svc Ctf
Part Cap Apprec Pooled Fin Ser A (AMBAC Insd)
2,000 2,000 Los Angeles, CA Cmnty Redev Agy Cmnty Redev Fin Auth Rev
Bunker Hill Proj Ser A (FSA Insd)
1,900 1,900 Los Angeles, CA Ctf Part
1,000 1,000 Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L. A.
(AMBAC Insd)
1,468 1,468 Los Angeles, CA Multi-Family Rev Hsg Earthquake Rehab
Proj Ser A (AMT) (FNMA Collateralized)
460 460 Los Angeles, CA Single Family Home Mtg Rev Pgm Ser A (AMT)
(GNMA Collateralized)
1,000 1,000 Los Angeles, CA Wtr & Pwr Rev Ser A
1,000 1,000 Los Angeles, CA Wtr & Pwr Rev Sys Ser A (MBIA Insd)
1,000 1,000 2,000 Los Gatos, CA Jt Uni High Sch Election of 1998 Ser C (FSA Insd)
1,190 1,190 Lynwood, CA Util Auth Enterp Rev (FSA Insd) (c)
3,650 3,650 Manhattan Beach, CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
1,000 1,000 2,000 Mendocino Cnty, CA Ctf Part Cnty Pub Fac Corp (MBIA Insd)
1,000 2,400 3,400 Metropolitan Wtr Dist Southn CA Auth Ser B2 (FGIC Insd)
3,720 3,720 Midpeninsula Regl Open Space Dist CA Fin Auth Rev
(AMBAC Insd) (c)
3,240 3,240 Midpeninsula Regl Open Space Dist CA Fin Auth Rev Cap Apprec
Second Issue (AMBAC Insd)
1,710 1,710 Modesto, CA Irr Dist Ctf Part Cap Impts Ser A (FSA Insd)
2,000 2,000 Montclair, CA Redev Agy Mobile Home Pk Rev Hacienda Mobile
Home Pk Proj
1,000 1,000 Moorpark, CA Uni Sch Dist Ser A (FSA Insd)
3,180 3,180 Mount Diablo, CA Uni Sch Dist (FSA Insd)
1,110 1,110 Mountain View Los Altos, CA Uni High Sch Dist Cap Apprec
Ser D (FSA Insd) (c)
VIC VQC VCV PROFORMA
MARKET MARKET MARKET MARKET
DESCRIPTION COUPON MATURITY VALUE VALUE VALUE VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) (c) * 08/01/21 517,609 517,609
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) * 08/01/24 377,522 377,522
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) (c) * 08/01/25 435,498 435,498
Loma Linda, CA Redev Agy Tax Loma Linda
Redev Proj Rfdg (MBIA Insd) 5.125 07/01/30 1,050,100 1,050,100
Long Beach, CA Bd Fin Auth Lease Rev Rainbow
Harbor Refin Proj Ser A (AMBAC Insd) 5.250 05/01/24 1,073,250 1,073,250
Long Beach, CA Bd Fin Auth North Long Beach
Redev Proj Ser A (AMBAC Insd) 5.375 08/01/21 1,855,303 1,855,303
Long Beach, CA Hbr Rev Ser A (AMT) (FGIC Insd) 5.250 05/15/18 3,766,985 3,766,985
Los Angeles, CA Cmnty College Dist Ser A
(MBIA Insd) 5.000 06/01/26 1,030,250 1,030,250 2,060,500
Los Angeles, CA Ctf Part Dept Pub Social Svcs
Ser A (AMBAC Insd) 5.500 08/01/31 1,083,490 1,083,490
Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio
W L. A. (AMBAC Insd) 6.000 11/01/19 1,158,960 1,158,960 2,317,920
Los Angeles Cnty, CA Met Tran Auth Sales Tax Rev
Prop A First Tier Sr Ser C Rfdg (AMBAC Insd) 5.000 07/01/23 2,079,900 2,079,900
Los Angeles, CA Multi-Family Rev Hsg Earthquake
Rehab Proj Ser A (AMT) (FNMA Collateralized) 5.700 12/01/27 1,538,571 1,538,571
Los Angeles Cnty, CA Pension Oblig Ctf Ltd Muni
Oblig Ser A (MBIA Insd) 6.900 06/30/08 2,147,313 2,147,313
Los Angeles Cnty, CA Sch Regionalized Business Svc
Ctf Part Cap Apprec Pooled Fin Ser A (AMBAC Insd) * 08/01/26 387,408 387,408
Los Angeles, CA Cmnty Redev Agy Cmnty Redev Fin
Auth Rev Bunker Hill Proj Ser A (FSA Insd) 5.000 12/01/27 2,074,540 2,074,540
Los Angeles, CA Ctf Part 5.700 02/01/18 1,996,862 1,996,862
Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio
W L. A. (AMBAC Insd) 6.000 11/01/19 1,158,960 1,158,960
Los Angeles, CA Multi-Family Rev Hsg Earthquake
Rehab Proj Ser A (AMT) (FNMA Collateralized) 5.700 12/01/27 1,533,347 1,533,347
Los Angeles, CA Single Family Home Mtg Rev Pgm
Ser A (AMT) (GNMA Collateralized) 6.875 06/01/25 460,193 460,193
Los Angeles, CA Wtr & Pwr Rev Ser A 5.250 07/01/18 1,038,800 1,038,800
Los Angeles, CA Wtr & Pwr Rev Sys Ser A (MBIA Insd) 5.375 07/01/18 1,114,440 1,114,440
Los Gatos, CA Jt Uni High Sch Election of 1998
Ser C (FSA Insd) 5.000 06/01/27 1,036,340 1,036,340 2,072,680
Lynwood, CA Util Auth Enterp Rev (FSA Insd) (c) 5.000 06/01/25 1,241,860 1,241,860
Manhattan Beach, CA Uni Sch Dist Cap Apprec
Ser B (FGIC Insd) * 09/01/22 1,540,373 1,540,373
Mendocino Cnty, CA Ctf Part Cnty Pub Fac Corp
(MBIA Insd) 5.250 06/01/30 1,054,700 1,054,700 2,109,400
Metropolitan Wtr Dist Southn CA Auth Ser B2
(FGIC Insd) 5.000 10/01/26 1,041,970 2,500,728 3,542,698
Midpeninsula Regl Open Space Dist CA Fin Auth
Rev (AMBAC Insd) (c) * 08/01/27 1,038,215 1,038,215
Midpeninsula Regl Open Space Dist CA Fin Auth
Rev Cap Apprec Second Issue (AMBAC Insd) * 08/01/26 962,118 962,118
Modesto, CA Irr Dist Ctf Part Cap Impts Ser A
(FSA Insd) 5.250 07/01/17 1,897,125 1,897,125
Montclair, CA Redev Agy Mobile Home Pk Rev
Hacienda Mobile Home Pk Proj 6.000 11/15/22 1,998,840 1,998,840
Moorpark, CA Uni Sch Dist Ser A (FSA Insd) 5.000 08/01/23 1,052,490 1,052,490
Mount Diablo, CA Uni Sch Dist (FSA Insd) 5.000 08/01/26 3,298,709 3,298,709
Mountain View Los Altos, CA Uni High Sch Dist
Cap Apprec Ser D (FSA Insd) (c) * 08/01/24 410,833 410,833
I-31
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
1,730 1,730 National City, CA Cmnty Dev Commn Tax Alloc National City Redev
Proj Ser A (AMBAC Insd) (c)
2,000 2,000 Needles, CA Pub Util Auth Util Sys Acquisition Proj Ser A
1,000 1,000 Oakland, CA Uni Sch Dist Alameda Cnty (FSA Insd)
2,000 2,000 Oakland, CA Uni Sch Dist Alameda Cnty Ctf Part Energy Retrofit
Proj (Prerefunded @ 11/15/06) (Acquired 5/24/96, Cost
$1,908,220) (a)
1,000 1,000 Oakland, CA Uni Sch Dist Alameda Cnty Ctf Part Om-Energy
Retrofit Proj (Prerefunded @ 11/15/05) (Acquired 1/22/02, Cost
$1,153,610) (a)
2,000 1,000 3,000 Oxnard, CA Harbor Dist Rev Ser B
1,000 1,000 Oxnard, CA Uni High Sch Dist Ser A Rfdg (MBIA Insd)
1,965 1,965 Pacifica, CA Wastewater Rev Rfdg (AMBAC Insd) (c)
1,230 1,230 Palm Desert, CA Fin Auth Tax Alloc Rev Proj Area No 2 Ser A Rfdg
(MBIA Insd) (c)
1,100 1,100 Pasadena, CA Area Cmnty College Dist Election of 2002 Ser A
(FGIC Insd)
870 870 Pasadena, CA Spl Tax Cmnty Fac Dist No 1 Civic Ctr West
(Escrowed to Maturity)
1,040 1,040 Perris, CA Pub Fin Auth Rev Tax Alloc Ser A (MBIA Insd) (c)
1,000 1,000 Perris, CA Pub Fin Auth Rev Tax Alloc Ser A (MBIA Insd)
1,375 1,375 Pittsburg, CA Redev Agy Tax Alloc Los Medanos Cmnty Dev Proj
(AMBAC Insd)
1,500 1,500 Placentia-Yorba Linda, CA Uni Ser A (FGIC Insd)
1,000 1,000 Pomona, CA Ctf Part Mission Promenade Proj Ser AE (AMBAC Insd)
3,350 3,350 Port Oakland, CA Port Rev Ser G (AMT) (MBIA Insd)
3,000 3,000 Port Oakland, CA Ser N Rfdg (AMT) (MBIA Insd)
1,000 1,000 Poway, CA Redev Agy Tax Alloc Paguay Redev Proj Ser A
(MBIA Insd)
2,000 2,000 Rancho Cordova Cmnty Fac Dist CA Spl Tax No 2003-1 Sunridge
Anatolia
1,000 1,000 Rancho Cucamonga, CA Redev Agy Tax Alloc Rancho Redev Proj
(FSA Insd)
1,220 1,220 Rancho Mirage, CA Redev Agy Tax Redev Plan 1984 Proj Ser A 1
(MBIA Insd)
2,540 2,540 Rancho Mirage, CA Redev Agy Tax Alloc Redev Plan 1984 Proj Ser
A-E (MBIA Insd)
1,800 1,800 Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A Rfdg
(MBIA Insd)
1,000 1,000 Redondo Beach, CA Pub Fin Auth Rev South Bay Ctr Redev Proj
1,000 1,000 Redlands, CA Lease Rev Ctfs Partn Rfdg (AMBAC Insd)
1,000 1,000 Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A Rfdg
(MBIA Insd)
4,000 4,000 Redwood City, CA Sch Dist (FGIC Insd)
3,000 3,000 Redwood City, CA Sch Dist (FGIC Insd)
1,000 1,000 Richmond, CA Rev YMCA East Bay Proj Rfdg
1,650 1,650 Roseville, CA Jt Uni High Sch Dist Ser B (FGIC Insd)
1,400 2,000 3,400 Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A
2,000 2,000 Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A Rfdg
(AMBAC Insd)
1,360 1,360 Sacramento Cnty, CA Wtr Fin Auth Rev Agy Zones 40 41 Wtr Sys
Proj (AMBAC Insd) (c)
VIC VQC VCV PROFORMA
MARKET MARKET MARKET MARKET
DESCRIPTION COUPON MATURITY VALUE VALUE VALUE VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
National City, CA Cmnty Dev Commn Tax Alloc
National City Redev Proj Ser A (AMBAC Insd) (c) 5.500 08/01/32 1,881,358 1,881,358
Needles, CA Pub Util Auth Util Sys Acquisition
Proj Ser A 6.500 02/01/22 2,059,860 2,059,860
Oakland, CA Uni Sch Dist Alameda Cnty (FSA Insd) 5.000 08/01/17 1,049,360 1,049,360
Oakland, CA Uni Sch Dist Alameda Cnty Ctf Part
Energy Retrofit Proj (Prerefunded @ 11/15/06)
(Acquired 5/24/96, Cost $1,908,220) (a) 6.750 11/15/14 2,230,560 2,230,560
Oakland, CA Uni Sch Dist Alameda Cnty Ctf Part
Om-Energy Retrofit Proj (Prerefunded @ 11/15/05)
(Acquired 1/22/02, Cost $1,153,610) (a) 7.000 11/15/11 1,073,350 1,073,350
Oxnard, CA Harbor Dist Rev Ser B 6.000 08/01/24 2,114,800 1,057,400 3,172,200
Oxnard, CA Uni High Sch Dist Ser A Rfdg
(MBIA Insd) 6.200 08/01/30 1,159,430 1,159,430
Pacifica, CA Wastewater Rev Rfdg
(AMBAC Insd) (c) 5.250 10/01/22 2,150,142 2,150,142
Palm Desert, CA Fin Auth Tax Alloc Rev Proj
Area No 2 Ser A Rfdg (MBIA Insd) (c) 5.000 08/01/21 1,318,708 1,318,708
Pasadena, CA Area Cmnty College Dist Election
of 2002 Ser A (FGIC Insd) 5.000 06/01/21 1,175,548 1,175,548
Pasadena, CA Spl Tax Cmnty Fac Dist No 1 Civic
Ctr West (Escrowed to Maturity) * 12/01/07 749,775 749,775
Perris, CA Pub Fin Auth Rev Tax Alloc Ser A
(MBIA Insd) (c) 5.000 10/01/24 1,096,118 1,096,118
Perris, CA Pub Fin Auth Rev Tax Alloc Ser A
(MBIA Insd) 5.000 10/01/31 1,027,130 1,027,130
Pittsburg, CA Redev Agy Tax Alloc Los Medanos
Cmnty Dev Proj (AMBAC Insd) * 08/01/26 444,469 444,469
Placentia-Yorba Linda, CA Uni Ser A (FGIC Insd) 5.000 08/01/26 1,555,995 1,555,995
Pomona, CA Ctf Part Mission Promenade Proj Ser
AE (AMBAC Insd) 5.375 10/01/32 1,064,830 1,064,830
Port Oakland, CA Port Rev Ser G (AMT) (MBIA Insd) 5.375 11/01/25 3,537,031 3,537,031
Port Oakland, CA Ser N Rfdg (AMT) (MBIA Insd) 5.000 11/01/22 3,113,160 3,113,160
Poway, CA Redev Agy Tax Alloc Paguay Redev Proj
Ser A (MBIA Insd) 5.000 06/15/33 1,022,090 1,022,090
Rancho Cordova Cmnty Fac Dist CA Spl Tax No
2003-1 Sunridge Anatolia 6.000 09/01/24 2,058,980 2,058,980
Rancho Cucamonga, CA Redev Agy Tax Alloc Rancho
Redev Proj (FSA Insd) 5.250 09/01/20 1,092,040 1,092,040
Rancho Mirage, CA Redev Agy Tax Redev Plan 1984
Proj Ser A 1 (MBIA Insd) 5.000 04/01/26 1,260,028 1,260,028
Rancho Mirage, CA Redev Agy Tax Alloc Redev Plan
1984 Proj Ser A-E (MBIA Insd) 5.250 04/01/33 2,654,910 2,654,910
Redlands, CA Redev Agy Tax Alloc Redev Proj
Ser A Rfdg (MBIA Insd) 4.750 08/01/21 1,848,654 1,848,654
Redondo Beach, CA Pub Fin Auth Rev South Bay
Ctr Redev Proj 7.000 07/01/16 1,060,240 1,060,240
Redlands, CA Lease Rev Ctfs Partn Rfdg
(AMBAC Insd) 5.000 09/01/17 1,086,590 1,086,590
Redlands, CA Redev Agy Tax Alloc Redev Proj
Ser A Rfdg (MBIA Insd) 4.750 08/01/21 1,027,030 1,027,030
Redwood City, CA Sch Dist (FGIC Insd) 5.000 07/15/23 4,208,680 4,208,680
Redwood City, CA Sch Dist (FGIC Insd) 5.000 07/15/27 3,099,570 3,099,570
Richmond, CA Rev YMCA East Bay Proj Rfdg 7.250 06/01/17 1,044,450 1,044,450
Roseville, CA Jt Uni High Sch Dist Ser B
(FGIC Insd) * 06/01/20 789,855 789,855
Sacramento Cnty, CA Santn Dist Fin Auth Rev
Ser A 5.875 12/01/27 1,470,952 2,101,360 3,572,312
Sacramento Cnty, CA Santn Dist Fin Auth Rev
Ser A Rfdg (AMBAC Insd) 5.500 12/01/16 2,338,680 2,338,680
Sacramento Cnty, CA Wtr Fin Auth Rev Agy Zones
40 41 Wtr Sys Proj (AMBAC Insd) (c) 5.000 06/01/17 1,482,237 1,482,237
I-32
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- ----------------------------------------------------------------------------------------------------------------------------------
2,000 2,000 Sacramento, CA City Fin Auth City Hall & Redev Proj Ser A (FSA Insd)
1,750 2,000 3,750 Sacramento, CA City Fin Auth Rev Cap Impt (AMBAC Insd)
700 700 Sacramento, CA Cogeneration Auth Cogeneration Proj Rev Proctor & Gamble Proj
1,000 1,000 Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC Insd)
2,000 2,000 Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC Insd)
1,000 1,000 San Bernardino Cnty, CA Ctf Part Med Cent Fin Proj (MBIA Insd)
2,000 2,000 San Bernardino, CA Jt Pwrs Fin Auth Ctf Part (MBIA Insd)
2,500 2,500 San Bernardino, CA Redev Agy Tax Alloc San Sevaine Redev Proj Ser A
6,000 6,000 San Diego Cnty, CA Wtr Auth Wtr Rev Ctf Part Ser B (Inverse Fltg) (Prerefunded
@ 04/27/06) (Variable Rate Coupon) (MBIA Insd) (e)
1,000 1,000 San Diego, CA Pub Fac Fin Auth Swr Rev (FGIC Insd)
1,500 1,000 2,500 San Diego, CA Redev Agy Centre City Redev Proj Ser A
1,000 1,000 San Diego, CA Uni Port Dist Rev Ser B (MBIA Insd)
1,000 1,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second Ser Issue 12-A
(AMT) (FGIC Insd)
1,185 1,185 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second Ser Issue 15B
(MBIA Insd)
1,685 1,685 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Spl Fac Lease Ser A
(AMT) (FSA Insd)
1,000 1,000 2,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Second Ser 27A Rfdg (AMT)
(MBIA Insd)
3,000 3,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Second Ser 27A Rfdg (AMT)
(MBIA Insd)
1,000 1,500 2,500 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second Ser 30 Rfdg
(XLCA Insd)
2,000 2,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second Ser Issue 12-A
(AMT) (FGIC Insd)
3,225 3,225 San Francisco, CA City & Cnty Redev Agy Lease Rev George Moscone (XLCA Insd)
2,130 2,130 San Francisco, CA City & Cnty Redev Agy Lease Rev George Moscone (XLCA Insd)
5,000 1,000 6,000 San Jose, CA Fin Auth Lease Rev Convention Ctr Proj Ser F Rfdg (MBIA Insd)
1,000 1,000 San Jose, CA Single Family Mtg Rev Cap Accumulator (Escrowed to Maturity)
(GEMIC Insd)
1,600 1,600 San Leandro, CA Ctf Part Lib & Fire Stations Fin (AMBAC Insd)
2,000 2,000 San Leandro, CA Ctf Part Lib & Fire Stations Fin (AMBAC Insd)
1,000 1,000 San Marcos, CA Pub Fac Auth Sub Tax Incrmnt Proj Area 3 Ser A
2,725 2,725 San Mateo, CA Uni High Sch Dist Rfdg (FSA Insd)
1,000 3,000 1,000 5,000 San Ramon Vly, CA Sch Dist Election 2002 (FSA Insd)
1,000 1,000 Sanger, CA Uni Sch Dist Rfdg (MBIA Insd)
1,500 1,000 2,500 Santa Ana, CA Multi-Family Hsg Rev Villa Del Sol Apts Ser B (AMT) (FNMA
Collateralized)
2,000 2,820 4,820 Santa Ana, CA Uni Sch Dist (MBIA Insd)
1,000 1,000 Santa Ana, CA Uni Sch Dist Ctf Part Cap Apprec Fin Proj (FSA Insd)
3,200 3,200 Semitropic Impt Dist Semitropic Wtr Storage Dist CA Wtr Ser A (XLCA Insd)
VIC VQC VCV PROFORMA
MARKET MARKET MARKET MARKET
DESCRIPTION COUPON MATURITY VALUE VALUE VALUE VALUE
- ----------------------------------------------------------------------------------------------------------------------------------
Sacramento, CA City Fin Auth City Hall & Redev Proj
Ser A (FSA Insd) 5.000 12/01/28 2,058,220 2,058,220
Sacramento, CA City Fin Auth Rev Cap Impt (AMBAC Insd) 5.000 12/01/33 1,796,865 2,053,560 3,850,425
Sacramento, CA Cogeneration Auth Cogeneration Proj Rev
Proctor & Gamble Proj 6.375 07/01/10 727,174 727,174
Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC Insd) 5.250 08/01/27 1,040,600 1,040,600
Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC Insd) 5.250 08/01/31 2,070,000 2,070,000
San Bernardino Cnty, CA Ctf Part Med Cent Fin Proj (MBIA
Insd) 5.000 08/01/28 1,033,120 1,033,120
San Bernardino, CA Jt Pwrs Fin Auth Ctf Part (MBIA Insd) 5.500 09/01/20 2,241,500 2,241,500
San Bernardino, CA Redev Agy Tax Alloc San Sevaine Redev
Proj Ser A 7.000 09/01/24 2,710,150 2,710,150
San Diego Cnty, CA Wtr Auth Wtr Rev Ctf Part Ser B
(Inverse Fltg) (Prerefunded @ 04/27/06) (Variable Rate
Coupon) (MBIA Insd)(e) 10.820 04/08/21 7,001,280 7,001,280
San Diego, CA Pub Fac Fin Auth Swr Rev (FGIC Insd) 5.000 05/15/20 1,021,850 1,021,850
San Diego, CA Redev Agy Centre City Redev Proj Ser A 6.400 09/01/25 1,598,100 1,065,400 2,663,500
San Diego, CA Uni Port Dist Rev Ser B (MBIA Insd) 5.000 09/01/24 1,057,680 1,057,680
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Second Ser Issue 12-A (AMT) (FGIC Insd) 5.800 05/01/21 1,048,590 1,048,590
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Second Ser Issue 15B (MBIA Insd) 4.800 05/01/17 1,236,832 1,236,832
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Spl Fac Lease Ser A (AMT) (FSA Insd) 6.125 01/01/27 1,859,971 1,859,971
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Second Ser 27A Rfdg (AMT) (MBIA Insd) 5.250 05/01/26 1,032,500 1,032,500 2,065,000
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Second Ser 27A Rfdg (AMT) (MBIA Insd) 5.250 05/01/31 3,080,550 3,080,550
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Second Ser 30 Rfdg (XLCA Insd) 5.250 05/01/16 1,120,660 1,680,990 2,801,650
San Francisco, CA City & Cnty Arpt Commn Intl Arpt
Rev Second Ser Issue 12-A (AMT) (FGIC Insd) 5.800 05/01/21 2,097,180 2,097,180
San Francisco, CA City & Cnty Redev Agy Lease Rev
George Moscone (XLCA Insd) * 07/01/12 2,415,106 2,415,106
San Francisco, CA City & Cnty Redev Agy Lease Rev
George Moscone (XLCA Insd) * 07/01/14 1,441,179 1,441,179
San Jose, CA Fin Auth Lease Rev Convention Ctr Proj
Ser F Rfdg (MBIA Insd) 5.000 09/01/17 5,430,850 1,086,170 6,517,020
San Jose, CA Single Family Mtg Rev Cap Accumulator
(Escrowed to Maturity) (GEMIC Insd) * 04/01/16 620,290 620,290
San Leandro, CA Ctf Part Lib & Fire Stations Fin
(AMBAC Insd) 5.700 11/01/20 1,819,184 1,819,184
San Leandro, CA Ctf Part Lib & Fire Stations Fin
(AMBAC Insd) 5.750 11/01/29 2,226,960 2,226,960
San Marcos, CA Pub Fac Auth Sub Tax Incrmnt Proj
Area 3 Ser A 6.750 10/01/30 1,088,030 1,088,030
San Mateo, CA Uni High Sch Dist Rfdg (FSA Insd) 5.000 09/01/23 2,910,845 2,910,845
San Ramon Vly, CA Sch Dist Election 2002 (FSA Insd) 5.000 08/01/24 1,057,270 3,171,810 1,057,270 5,286,350
Sanger, CA Uni Sch Dist Rfdg (MBIA Insd) 5.600 08/01/23 1,178,240 1,178,240
Santa Ana, CA Multi-Family Hsg Rev Villa Del Sol
Apts Ser B (AMT) (FNMA Collateralized) 5.650 11/01/21 1,522,785 1,015,190 2,537,975
Santa Ana, CA Uni Sch Dist (MBIA Insd) 5.375 08/01/27 2,148,900 3,029,949 5,178,849
Santa Ana, CA Uni Sch Dist Ctf Part Cap Apprec Fin
Proj (FSA Insd) * 04/01/36 190,160 190,160
Semitropic Impt Dist Semitropic Wtr Storage Dist CA
Wtr Ser A (XLCA Insd) 5.125 12/01/35 3,330,336 3,330,336
I-33
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION
- ----------------------------------------------------------------------------------------------------------------------------------
1,005 1,005 Simi Vly, CA Cmnty Dev Agy Coml Sycamore Plaza II Rfdg (Acquired 7/28/98, Cost
$1,005,000) (a)
1,220 1,220 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End Proj Rfdg
(FGIC Insd) (c)
1,285 1,285 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End Proj Rfdg
(FGIC Insd) (c)
1,350 1,350 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End Proj Rfdg
(FGIC Insd) (c)
2,000 2,000 South Orange Cnty, CA Pub Fin Auth Reassmt Rev (FSA Insd)
1,640 1,640 South Tahoe, CA Jt Pwr Fin Auth Rev S Tahoe Redev Proj Area 1-A Rfdg (FSA Insd)
35 35 Southern CA Home Fin Auth Single Family Mtg Rev Ser A (AMT) (GNMA
Collateralized)
5,000 5,000 Southern CA Pub Pwr Auth Pwr Proj Rev Multi-Projs
945 945 Stanton, CA Multi-Family Rev Hsg Contl Garden Apts (AMT) (Variable Rate Coupon)
(FNMA Collateralized)
1,745 1,745 State Center, CA Cmnty Election 2002 Ser A (MBIA Insd)
1,000 1,000 Stockton, CA South Stockton Cmnty Fac Dist Spl Tax No 90-1 Rfdg
1,260 1,260 Sweetwater, CA Auth Wtr Rev (FSA Insd)
1,300 1,300 Taft, CA City Elem Sch Dist Ser A (MBIA Insd) (c)
2,000 2,000 4,000 University of CA Ctf Part San Diego Campus Proj Ser A
4,000 6,000 10,000 University of CA Rev Hosp UCLA Med Ctr Ser A (AMBAC Insd)
1,000 1,000 University of CA Rev Resh Fac Ser E (AMBAC Insd)
1,200 1,000 2,200 Ventura Cnty, CA Cmnty College Ser A (MBIA Insd)
2,000 2,000 Ventura Cnty, CA Ctf Part Pub Fin Auth I (FSA Insd)
1,000 1,000 Vista, CA Mobile Home Pk Rev Estrella De Oro Mobile Home Ser A (Prerefunded @
02/01/25)
1,000 1,000 Vista, CA Uni Sch Dist Ser A (FSA Insd)
2,000 2,000 William S Hart CA Jt Sch Fin Auth Spl Tax Rev Cmnty Fac Rfdg (FSA Insd)
1,000 1,000 2,000 Woodland, CA Fin Auth Lease Rev Cap Proj Rfdg (XLCA Insd)
PUERTO RICO 3.5%
5,000 5,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y Rfdg (FSA Insd)
1,000 1,000 Puerto Rico Comwlth Hwy & Tran Rev Tran Rev Sub (FGIC Insd)
2,000 2,000 4,000 Puerto Rico Elec Pwr Auth Pwr Rev Ser II (XLCA Insd)
U. S. VIRGIN ISLANDS 2.0%
1,000 1,000 1,000 3,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A
1,000 1,000 2,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A (ACA Insd)
VIC VQC VCV PROFORMA
MARKET MAKRET MARKET MARKET
Description Coupon Maturity VALUE VALUE VALUE VALUE
- ------------ ------- -------- ---------- --------- --------- ----------
Simi Vly, CA Cmnty Dev Agy Coml Sycamore Plaza II
Rfdg (Acquired 7/28/98, Cost $1,005,000) (a) 6.000 09/01/12 1,051,933 1,051,933
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c) 5.250 09/01/20 1,335,863 1,335,863
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c) 5.250 09/01/21 1,401,036 1,401,036
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon &
West End Proj Rfdg (FGIC Insd) (c) 5.250 09/01/22 1,464,588 1,464,588
South Orange Cnty, CA Pub Fin Auth Reassmt Rev (FSA Insd) 5.800 09/02/18 2,279,980 2,279,980
South Tahoe, CA Jt Pwr Fin Auth Rev S Tahoe Redev
Proj Area 1-A Rfdg (FSA Insd) 5.000 10/01/29 1,692,398 1,692,398
Southern CA Home Fin Auth Single Family Mtg Rev Ser A
(AMT) (GNMA Collateralized) 6.750 09/01/22 35,013 35,013
Southern CA Pub Pwr Auth Pwr Proj Rev Multi-Projs 6.750 07/01/12 6,026,900 6,026,900
Stanton, CA Multi-Family Rev Hsg Contl Garden Apts (AMT)
(Variable Rate Coupon) (FNMA Collateralized) 5.625 08/01/29 1,011,585 1,011,585
State Center, CA Cmnty Election 2002 Ser A (MBIA Insd) 5.500 08/01/28 1,916,865 1,916,865
Stockton, CA South Stockton Cmnty Fac Dist Spl Tax
No 90-1 Rfdg 6.400 09/01/15 1,048,830 1,048,830
Sweetwater, CA Auth Wtr Rev (FSA Insd) 5.500 04/01/17 1,406,185 1,406,185
Taft, CA City Elem Sch Dist Ser A (MBIA Insd) (c) * 08/01/22 550,849 550,849
University of CA Ctf Part San Diego Campus Proj Ser A 5.250 01/01/32 2,079,120 2,079,120 4,158,240
University of CA Rev Hosp UCLA Med Ctr Ser A (AMBAC Insd) 5.250 05/15/30 4,215,120 6,322,680 10,537,800
University of CA Rev Resh Fac Ser E (AMBAC Insd) 5.000 09/01/19 1,077,290 1,077,290
Ventura Cnty, CA Cmnty College Ser A (MBIA Insd) 5.500 08/01/23 1,337,952 1,114,960 2,452,912
Ventura Cnty, CA Ctf Part Pub Fin Auth I (FSA Insd) 5.250 08/15/15 2,198,060 2,198,060
Vista, CA Mobile Home Pk Rev Estrella De Oro Mobile Home
Ser A (Prerefunded @ 02/01/25) 5.875 02/01/28 1,106,370 1,106,370
Vista, CA Uni Sch Dist Ser A (FSA Insd) 5.000 08/01/23 1,052,490 1,052,490
William S Hart CA Jt Sch Fin Auth Spl Tax Rev Cmnty Fac
Rfdg (FSA Insd) 6.500 09/01/14 2,115,200 2,115,200
Woodland, CA Fin Auth Lease Rev Cap Proj Rfdg (XLCA Insd) 5.000 03/01/25 1,034,640 1,034,640 2,069,280
----------------------------------------------------
118,277,956 232,868,883 149,937,242 501,084,081
----------------------------------------------------
Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y Rfdg
(FSA Insd) 6.250 07/01/21 6,341,300 6,341,300
Puerto Rico Comwlth Hwy & Tran Rev Tran Rev Sub (FGIC
Insd) 5.250 07/01/16 1,127,080 1,127,080
Puerto Rico Elec Pwr Auth Pwr Rev Ser II (XLCA Insd) 5.375 07/01/17 2,243,380 2,243,380 4,486,760
----------------------------------------------------
0 2,243,380 9,711,760 11,955,140
----------------------------------------------------
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln
Nt Ser A 6.375 10/01/19 1,158,180 1,158,180 1,158,180 3,474,540
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln
Nt Ser A 6.500 10/01/24 1,161,490 1,161,490 2,322,980
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln
Nt Ser A (ACA Insd) 6.125 10/01/29 1,120,460 1,120,460
----------------------------------------------------
1,158,180 3,440,130 2,319,670 6,917,980
I-34
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC) -
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VQC VCV PROFORMA
MARKET MARKET MARKET MARKET
DESCRIPTION VALUE VALUE VALUE VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS 150.6%
(Cost $479,224,102)........................... 119,436,136 238,552,393 161,968,672 519,957,201
TOTAL SHORT-TERM INVESTMENTS 0.3%
(Cost $1,100,000)............................. 900,000 -- 200,000 1,100,000
-------------------------------------------------------------------
TOTAL INVESTMENTS 150.9%
(Cost $480,324,102)........................... 120,336,136 238,552,393 162,168,672 521,057,201
OTHER ASSETS IN EXCESS OF LIABILITIES 1.2% 1,388,985 2,529,735 277,279 4,195,999
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS)
(52.1%) (45,016,950) (75,015,404) (60,010,848) (180,043,202)
-------------------------------------------------------------------
NET ASSETS 100.0%
$ 76,708,171 $166,066,724 $102,435,103 $345,209,998
===================================================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero coupon bond
(a) These securities are restricted and may be resold only in transactions
exempt from registration which are normally those transactions with qualified
institutional buyers. Restricted securities comprise 0.0%, 3.9%, 0.0% and 1.9%
of net assets applicable to common shares of Van Kampen Trust for Investment
Grade California, Van Kampen California Quality Municipal Trust, Van Kampen
California Value Municipal Income Trust and Proforma, respectively.
(b) Security is a "step-up" bond where the coupon increases or steps up at a
predetermined date.
(c) The Trust owns 100% of the bond issuance.
(d) Securities purchased on a when-issued or delayed delivery basis.
(e) An Inverse Floating Rate security is one where the coupon is inversely
indexed to a short-term floating interest rate multiplied by a specific factor.
As the floating rate rises, the coupon is reduced. Conversely, as the floating
rate declines, the coupon is increased. The price of these securities may be
more volatile than the price of a comparable fixed rate security. These
instruments are typically used by the Trust to enhance the yield of the
portfolio. All of the Trust's portfolio holdings, including derivative
instruments, are marked to market each day with the change in value reflected in
the unrealized appreciation/depreciation. Upon disposition, a realized gain or
loss is recognized accordingly.
(f) Does not reflect a non-recurring cost associated with this transaction of
approximately $363,300. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
------------------------------------
Van Kampen Trust for Investment Grade California $ 166,080 $0.036
Van Kampen California Quality Municipal Trust 15,570 0.002
Van Kampen California Value Municipal Income Trust 181,650 0.030
---------
$ 363,300
=========
ACA -- American Capital Access Insurance Co.
AMBAC -- AMBAC Indemnity Corp.
AMT -- Alternative Minimum Tax
Asset Gty -- Asset Guaranty Insurance Co.
CA MTG -- California Mortgage Insurance
CIFG -- CDC IXIS Financial Guaranty
Connie Lee -- Connie Lee Insurance Co.
FGIC -- Financial Guaranty Insurance Co.
FNMA -- Federal National Mortgage Association
FSA -- Financial Security Assurance Inc.
GEMIC -- General Electric Mortgage Insurance Corp.
GNMA -- Government National Mortgage Association
LOC -- Letter of Credit
MBIA -- Municipal Bond Investors Assurance Corp.
Radian -- Radian Asset Assurance
XLCA -- XL Capital Assurance Inc.
I-35
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- ----------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 160.1%
CALIFORNIA 148.8%
$2,000 $2,000 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
1,610 1,610 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
$1,000 1,000 2,000 Abag Fin Auth For Nonprofit Corp CA Ctf Part Childrens Hosp
Med Ctr (AMBAC Insd)
1,000 1,000 2,000 Abag Fin Auth For Nonprofit Corp CA Insd Rev Ctf Lincoln Glen
Manor Sr Citizens (CA MTG Insd)
1,000 1,000 2,000 Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg Utd
Dominion Ser A Rfdg (AMT) (Asset Gty Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg Utd
Dominion Ser B Rfdg (Variable Rate Coupon) (Asset Gty Insd)
1,205 1,205 Alameda Cnty, CA Wtr Dist Rev Rfdg (MBIA Insd)
1,400 1,400 Alhambra, CA City Elem Sch Dist Ser A (FSA Insd)
1,485 1,485 Anaheim, CA City Sch Dist Election 2002 (FGIC Insd)
1,000 2,000 3,000 Bay Area Toll Auth CA Toll Brdg Rev San Francisco Bay Area
Ser D
2,500 2,500 Beverly Hills, CA Pub Fin Auth Lease Rev Ser A (MBIA Insd)
1,390 1,390 Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg (FSA Insd)
(b)
1,510 1,510 Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg (FSA Insd)
(b)
2,000 2,000 Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A
(AMBAC Insd)
1,500 1,500 Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A
(AMBAC Insd)
1,000 1,000 California Edl Fac Auth Rev Pooled College & Univ Proj Ser B
1,000 1,000 California Edl Fac Auth Rev Pooled College & Univ Proj Ser B
505 505 1,010 California Edl Fac Auth Rev Student Ln CA Ln Pgm Ser A (AMT)
(MBIA Insd)
1,000 1,000 California Hlth Fac Fin Auth Rev Cedars Sinai Med Ctr Ser A
1,000 1,000 2,000 California Hsg Fin Agy Rev Multi-Family Hsg III Ser A (AMT)
(MBIA Insd)
1,000 1,000 California Infrastructure & Econ Dev Bk Rev (MBIA Insd)
2,000 2,000 California Infrastructure & Econ Dev Bk Rev Bay Area Toll
Brdgs First Lien Ser A (FGIC Insd)
1,000 1,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Gas & Elec
Ser A Rfdg (MBIA Insd)
3,000 3,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Pacific Gas &
Elec Ser A Rfdg (AMT) (FGIC Insd)
1,000 1,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Southn CA
Edison Co (AMT) (AMBAC Insd)
215 215 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg
Bkd Secs Pgm Ser B (AMT) (GNMA Collateralized)
50 50 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg
Bkd Secs Pgm Ser C (AMT) (GNMA Collateralized)
70 70 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg
Bkd Secs Ser A2 (AMT) (GNMA Collateralized)
60 60 California Rural Home Mtg Fin Auth Single Family Mtg Rev Ser
C (AMT) (GNMA Collateralized)
2,400 2,400 California St (AMBAC Insd)
2,000 1,000 3,000 California St (FGIC Insd)
1,000 1,000 California St (MBIA Insd)
1,585 1,585 California St Pub Wks Brd Dept Corrections Ser C
1,000 1,000 California St Pub Wks Brd Dept Corrections Ser C
3,000 3,000 California St Pub Wks Brd Energy Efficiency Rev Ser A (FSA
Insd)
1,255 1,255 California St Rfdg (XLCA Insd)
1,000 1,000 California St Univ Fresno Assn Inc Rev Sr Aux Organization
Event Ctr
1,000 1,000 California St Univ Fresno Assn Sr Aux Organization Event Ctr
1,000 3,000 4,000 California St Vet Bd Ser BH (AMT) (FSA Insd)
1,000 2,000 3,000 California St Vet Bd Ser BH (AMT) (FSA Insd)
1,000 1,000 California Statewide Cmntys Dev Huntington Mem Hosp (Connie
Lee Insd)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A (MBIA
Insd) (b)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A (MBIA
Insd) (b)
2,000 2,000 Central Vly Fin Auth CA Cogeneration Proj Rev Carson Ice Gen
Proj Rev (MBIA Insd)
1,500 1,500 Chaffey, CA Uni High Sch Dist Ser C (FSA Insd)
1,440 1,440 Chino Basin, CA Regl Fin Auth Rev Muni Wtr Dist Swr Sys Proj
(AMBAC Insd)
1,600 1,600 Commerce, CA Jt Pwr Fin Cmnty Ctr Proj (XLCA Insd)
1,580 1,580 Commerce, CA Refuse Energy Auth Rev Rfdg (MBIA Insd) (b) (c)
1,230 1,230 Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd)
1,110 1,110 Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd)
1,965 1,965 Contra Costa Cnty, CA Ctf Part Merrithew Mem Hosp Proj Rfdg
(MBIA Insd)
1,250 1,250 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd)
1,595 1,595 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd)
1,735 1,735 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd) (b)
1,000 1,000 East Bay, CA Muni Util Dist Wtr Sys Rev (MBIA Insd)
VKC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd) * 08/01/21 $904,260 $904,260
A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd) * 08/01/22 682,559 682,559
Abag Fin Auth For Nonprofit Corp CA Ctf Part Childrens Hosp
Med Ctr (AMBAC Insd) 5.875% 12/01/19 $1,144,590 1,144,590 2,289,180
Abag Fin Auth For Nonprofit Corp CA Insd Rev Ctf Lincoln Glen
Manor Sr Citizens (CA MTG Insd) 6.100 02/15/25 1,081,310 1,081,310 2,162,620
Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg Utd
Dominion Ser A Rfdg (AMT) (Asset Gty Insd) 6.400 08/15/30 1,092,660 1,092,660 2,185,320
Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg Utd
Dominion Ser B Rfdg (Variable Rate Coupon) (Asset Gty Insd) 6.250 08/15/30 1,094,810 1,094,810
Alameda Cnty, CA Wtr Dist Rev Rfdg (MBIA Insd) 4.750 06/01/20 1,236,655 1,236,655
Alhambra, CA City Elem Sch Dist Ser A (FSA Insd) 5.600 09/01/24 1,565,942 1,565,942
Anaheim, CA City Sch Dist Election 2002 (FGIC Insd) 5.375 08/01/20 1,655,493 1,655,493
Bay Area Toll Auth CA Toll Brdg Rev San Francisco Bay Area
Ser D 5.000 04/01/17 1,087,380 2,174,760 3,262,140
Beverly Hills, CA Pub Fin Auth Lease Rev Ser A (MBIA Insd) 5.250 06/01/12 2,828,075 2,828,075
Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg (FSA Insd)
(b) 5.500 08/01/19 1,574,953 1,574,953
Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg (FSA Insd)
(b) 5.500 08/01/20 1,704,684 1,704,684
Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A
(AMBAC Insd) 5.250 12/01/19 2,207,300 2,207,300
Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A
(AMBAC Insd) 5.250 12/01/23 1,622,040 1,622,040
California Edl Fac Auth Rev Pooled College & Univ Proj Ser B 5.250 04/01/24 1,012,180 1,012,180
California Edl Fac Auth Rev Pooled College & Univ Proj Ser B 6.750 06/01/30 1,087,360 1,087,360
California Edl Fac Auth Rev Student Ln CA Ln Pgm Ser A (AMT)
(MBIA Insd) 6.000 03/01/16 536,628 536,628 1,073,256
California Hlth Fac Fin Auth Rev Cedars Sinai Med Ctr Ser A 6.125 12/01/19 1,100,980 1,100,980
California Hsg Fin Agy Rev Multi-Family Hsg III Ser A (AMT)
(MBIA Insd) 5.850 08/01/17 1,048,140 1,048,140 2,096,280
California Infrastructure & Econ Dev Bk Rev (MBIA Insd) 5.500 06/01/15 1,128,210 1,128,210
California Infrastructure & Econ Dev Bk Rev Bay Area Toll
Brdgs First Lien Ser A (FGIC Insd) 5.000 07/01/29 2,064,500 2,064,500
California Pollutn Ctl Fin Auth Pollutn Ctl Rev Gas & Elec
Ser A Rfdg (MBIA Insd) 5.900 06/01/14 1,187,840 1,187,840
California Pollutn Ctl Fin Auth Pollutn Ctl Rev Pacific Gas &
Elec Ser A Rfdg (AMT) (FGIC Insd) 3.500 12/01/23 3,070,170 3,070,170
California Pollutn Ctl Fin Auth Pollutn Ctl Rev Southn CA
Edison Co (AMT) (AMBAC Insd) 6.000 07/01/27 1,002,760 1,002,760
California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg
Bkd Secs Pgm Ser B (AMT) (GNMA Collateralized) 6.150 06/01/20 219,038 219,038
California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg
Bkd Secs Pgm Ser C (AMT) (GNMA Collateralized) 7.500 08/01/27 51,692 51,692
California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg
Bkd Secs Ser A2 (AMT) (GNMA Collateralized) 7.950 12/01/24 70,701 70,701
California Rural Home Mtg Fin Auth Single Family Mtg Rev Ser
C (AMT) (GNMA Collateralized) 7.800 02/01/28 62,071 62,071
California St (AMBAC Insd) 6.400 09/01/08 2,758,632 2,758,632
California St (FGIC Insd) 5.000 10/01/23 2,067,000 1,033,500 3,100,500
California St (MBIA Insd) 5.000 02/01/26 1,039,820 1,039,820
California St Pub Wks Brd Dept Corrections Ser C 5.000 06/01/09 1,729,219 1,729,219
California St Pub Wks Brd Dept Corrections Ser C 5.500 06/01/23 1,089,060 1,089,060
California St Pub Wks Brd Energy Efficiency Rev Ser A (FSA
Insd) 5.250 05/01/08 3,038,310 3,038,310
California St Rfdg (XLCA Insd) 5.500 03/01/11 1,421,062 1,421,062
California St Univ Fresno Assn Inc Rev Sr Aux Organization
Event Ctr 6.000 07/01/22 1,060,320 1,060,320
California St Univ Fresno Assn Sr Aux Organization Event Ctr 6.000 07/01/31 1,055,770 1,055,770
California St Vet Bd Ser BH (AMT) (FSA Insd) 5.400 12/01/15 1,025,850 3,077,550 4,103,400
California St Vet Bd Ser BH (AMT) (FSA Insd) 5.400 12/01/16 1,025,850 2,051,700 3,077,550
California Statewide Cmntys Dev Huntington Mem Hosp (Connie
Lee Insd) 5.750 07/01/16 1,079,820 1,079,820
Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A (MBIA
Insd) (b) * 08/01/32 244,928 244,928
Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A (MBIA
Insd) (b) * 08/01/33 231,615 231,615
Central Vly Fin Auth CA Cogeneration Proj Rev Carson Ice Gen
Proj Rev (MBIA Insd) 5.000 07/01/17 2,163,580 2,163,580
Chaffey, CA Uni High Sch Dist Ser C (FSA Insd) 5.000 05/01/27 1,554,120 1,554,120
Chino Basin, CA Regl Fin Auth Rev Muni Wtr Dist Swr Sys Proj
(AMBAC Insd) 7.000 08/01/08 1,680,293 1,680,293
Commerce, CA Jt Pwr Fin Cmnty Ctr Proj (XLCA Insd) 5.000 10/01/29 1,639,568 1,639,568
Commerce, CA Refuse Energy Auth Rev Rfdg (MBIA Insd) (b) (c) 5.000 07/01/06 1,622,897 1,622,897
Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd) 5.500 06/01/25 1,364,833 1,364,833
Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd) 5.000 06/01/29 1,148,861 1,148,861
Contra Costa Cnty, CA Ctf Part Merrithew Mem Hosp Proj Rfdg
(MBIA Insd) 5.500 11/01/22 2,153,424 2,153,424
Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd) * 09/01/16 754,075 754,075
Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd) * 09/01/17 909,325 909,325
Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd) (b) * 09/01/18 934,055 934,055
East Bay, CA Muni Util Dist Wtr Sys Rev (MBIA Insd) 5.000 06/01/21 1,054,720 1,054,720
I-36
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- --------------------------------------------------------------------------------------------------------------
2,000 2,000 East Bay, CA Muni Util Dist Wtr Sys Rev Sub
1,280 1,280 El Cerrito, CA Redev Agy Tax Alloc Redev Proj Area Ser B Rfdg
(AMT) (MBIA Insd) (b)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd)
1,000 1,000 Emeryville, CA Pub Fin Auth Shellmound Pk Redev & Hsg Proj B
(MBIA Insd)
1,000 1,000 Fairfield Suisun, CA Uni Sch Dist Spl Tax Cmnty Fac Dist No 5
New Sch (FSA Insd)
3,000 3,000 Florin, CA Res Consv Dist Cap Impt Elk Grove Wtr Svc Ser A
(MBIA Insd)
1,000 1,000 Folsom, CA Spl Tax Cmnty Fac Dist No 2 Rfdg (Connie Lee Insd)
1,010 1,010 Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1 Cap Apprec
Ser A (AMBAC Insd) (b)
1,060 1,060 Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1 Cap Apprec
Ser A (AMBAC Insd) (b)
1,000 1,000 Fontana, CA Redev Agy Tax Alloc Southeast Indl Pk Proj Rfdg
(MBIA Insd)
1,000 6,000 7,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
5,000 5,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
2,950 2,950 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Sr
Lien Ser A (Escrowed to Maturity)
3,000 3,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap Apprec
Rfdg (a)
1,000 1,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap Apprec
Sr Lien Ser A (Escrowed to Maturity) (a)
1,000 1,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Rfdg
1,000 1,000 Galt Schs Jt Pwrs Auth CA Rev High Sch & Elem Sch Ser A Rfdg
(MBIA Insd)
1,115 1,115 Garden Grove, CA Pub Fin Auth Rev Ctfs Partn Wtr Svcs Cap
Impt Pgm (FSA Insd)
1,500 1,500 Glendale, CA Uni Sch Dist Ser C Indl No 1 (FSA Insd)
1,000 1,000 Imperial Irr Dist CA Ctf Part Elec Sys Proj (FSA Insd)
2,000 2,000 Industry, CA Urban Dev Agy Tax Alloc Civic Rev Indl No 1 Rfdg
(MBIA Insd)
1,000 1,000 Inland Empire Solid Waste Fin Auth CA Rev Landfill Impt Fin
Proj Ser B (AMT) (Prerefunded @ 08/01/06) (FSA Insd)
1,000 1,000 2,000 Irvine, CA Pub Fac & Infrastructure Auth Assmt Rev Ser B
(AMBAC Insd)
800 800 Kern, CA Cmnty College Sch Fac Impt Dist Mammoth Campus Ser A
(AMBAC Insd) (b)
1,000 1,000 La Quinta, CA Fin Auth Loc Ser A (AMBAC Insd)
1,420 1,420 La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1 (AMBAC
Insd)
1,600 1,600 La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1 Rfdg
(MBIA Insd)
1,145 1,145 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (b)
1,020 1,020 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd)
1,255 1,255 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (b)
1,000 1,000 Long Beach, CA Bd Fin Auth Lease Rev Rainbow Harbor Refin
Proj Ser A (AMBAC Insd)
1,685 1,685 Long Beach, CA Bd Fin Auth North Long Beach Redev Proj Ser A
(AMBAC Insd)
1,000 1,000 Los Angeles, CA Cmnty College Dist Ser A (MBIA Insd)
1,000 1,000 Los Angeles, CA Ctf Part Dept Pub Social Svcs Ser A (AMBAC
Insd)
1,000 1,000 Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L. A.
(AMBAC Insd)
1,000 1,000 Los Angeles, CA Uni Sch Dist 1997 Election Ser E (Prerefunded
@ 07/01/12) (MBIA Insd)
1,000 1,000 Los Angeles, CA Uni Sch Dist Ser A (FSA Insd)
1,250 1,250 Los Angeles Cnty, CA Sch Regionalized Business Svc Ctf LA
Cnty Sch Pooled Fin Proj Ser A (FSA Insd)
517 517 Los Angeles Cnty, CA Tran Comm Lease Rev Dia RR Lease Ltd
(FSA Insd)
2,000 2,000 Los Angeles, CA Dept Wtr & Pwr Sys Ser C (MBIA Insd)
1,000 1,000 Los Gatos, CA Jt Uni High Sch Election of 1998 Ser C (FSA
Insd)
1,000 1,000 Lucia Mar Uni Sch Dist Election 2004 Ser A (FGIC Insd)
3,650 3,650 Manhattan Beach, CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
2,400 2,400 Metropolitan Wtr Dist Southn CA Auth Ser B2 (FGIC Insd)
3,240 3,240 Midpeninsula Regl Open Space Dist CA Fin Auth Rev Cap Apprec
Second Issue (AMBAC Insd)
1,405 1,405 Moorpark, CA Uni Sch Dist Ser A (FSA Insd) (b)
3,180 3,180 Mount Diablo, CA Uni Sch Dist (FSA Insd)
1,000 1,000 Oxnard, CA Harbor Dist Rev Ser B
1,230 1,230 Palm Desert, CA Fin Auth Tax Alloc Rev Proj Area No 2 Ser A
Rfdg (MBIA Insd) (b)
1,100 1,100 Pasadena, CA Area Cmnty College Dist Election of 2002 Ser A
(FGIC Insd)
1,000 1,000 Pico Rivera, CA Wtr Auth Rev Wtr Sys Proj Ser A (MBIA Insd)
1,000 1,000 Pomona, CA Ctf Part Mission Promenade Proj Ser AE (AMBAC Insd)
3,350 3,350 Port Oakland, CA Port Rev Ser G (AMT) (MBIA Insd)
VKC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- -------------------------------------------------------------------------------------------------------------------------------
East Bay, CA Muni Util Dist Wtr Sys Rev Sub 5.250 06/01/19 2,183,180 2,183,180
El Cerrito, CA Redev Agy Tax Alloc Redev Proj Area Ser B Rfdg
(AMT) (MBIA Insd) (b) 5.250 07/01/15 1,411,725 1,411,725
El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd) 5.600 09/01/29 1,095,480 1,095,480
El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd) 5.600 09/01/34 1,095,810 1,095,810
Emeryville, CA Pub Fin Auth Shellmound Pk Redev & Hsg Proj B
(MBIA Insd) 5.000 09/01/19 1,074,820 1,074,820
Fairfield Suisun, CA Uni Sch Dist Spl Tax Cmnty Fac Dist No 5
New Sch (FSA Insd) 5.375 08/15/29 1,065,440 1,065,440
Florin, CA Res Consv Dist Cap Impt Elk Grove Wtr Svc Ser A
(MBIA Insd) 5.000 09/01/33 3,076,560 3,076,560
Folsom, CA Spl Tax Cmnty Fac Dist No 2 Rfdg (Connie Lee Insd) 5.250 12/01/19 1,102,130 1,102,130
Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1 Cap Apprec
Ser A (AMBAC Insd) (b) * 10/01/19 511,252 511,252
Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1 Cap Apprec
Ser A (AMBAC Insd) (b) * 10/01/21 475,410 475,410
Fontana, CA Redev Agy Tax Alloc Southeast Indl Pk Proj Rfdg
(MBIA Insd) 5.000 09/01/22 1,060,100 1,060,100
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg * 01/15/30 224,020 1,344,120 1,568,140
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg * 01/15/31 1,053,350 1,053,350
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Sr
Lien Ser A (Escrowed to Maturity) * 01/01/27 977,364 977,364
Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap Apprec
Rfdg (a) 0/5.875 01/15/27 2,396,610 2,396,610
Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap Apprec
Sr Lien Ser A (Escrowed to Maturity) (a) 0/7.050 01/01/10 1,186,380 1,186,380
Foothill/Eastern Corridor Agy CA Toll Rd Rev Rfdg 5.750 01/15/40 1,011,950 1,011,950
Galt Schs Jt Pwrs Auth CA Rev High Sch & Elem Sch Ser A Rfdg
(MBIA Insd) 5.750 11/01/16 1,121,580 1,121,580
Garden Grove, CA Pub Fin Auth Rev Ctfs Partn Wtr Svcs Cap
Impt Pgm (FSA Insd) 5.000 12/15/23 1,183,662 1,183,662
Glendale, CA Uni Sch Dist Ser C Indl No 1 (FSA Insd) 5.500 09/01/19 1,679,070 1,679,070
Imperial Irr Dist CA Ctf Part Elec Sys Proj (FSA Insd) 5.250 11/01/23 1,080,780 1,080,780
Industry, CA Urban Dev Agy Tax Alloc Civic Rev Indl No 1 Rfdg
(MBIA Insd) 5.500 05/01/14 2,171,080 2,171,080
Inland Empire Solid Waste Fin Auth CA Rev Landfill Impt Fin
Proj Ser B (AMT) (Prerefunded @ 08/01/06) (FSA Insd) 6.000 08/01/16 1,086,990 1,086,990
Irvine, CA Pub Fac & Infrastructure Auth Assmt Rev Ser B
(AMBAC Insd) 5.000 09/02/22 1,037,190 1,037,190 2,074,380
Kern, CA Cmnty College Sch Fac Impt Dist Mammoth Campus Ser A
(AMBAC Insd) (b) 5.000 08/01/19 861,760 861,760
La Quinta, CA Fin Auth Loc Ser A (AMBAC Insd) 5.250 09/01/24 1,083,430 1,083,430
La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1 (AMBAC
Insd) 5.000 09/01/22 1,513,649 1,513,649
La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1 Rfdg
(MBIA Insd) 7.300 09/01/08 1,888,704 1,888,704
Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (b) * 08/01/21 517,609 517,609
Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) * 08/01/24 377,522 377,522
Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (b) * 08/01/25 435,498 435,498
Long Beach, CA Bd Fin Auth Lease Rev Rainbow Harbor Refin
Proj Ser A (AMBAC Insd) 5.250 05/01/24 1,073,250 1,073,250
Long Beach, CA Bd Fin Auth North Long Beach Redev Proj Ser A
(AMBAC Insd) 5.375 08/01/21 1,855,303 1,855,303
Los Angeles, CA Cmnty College Dist Ser A (MBIA Insd) 5.000 06/01/26 1,030,250 1,030,250
Los Angeles, CA Ctf Part Dept Pub Social Svcs Ser A (AMBAC
Insd) 5.500 08/01/31 1,083,490 1,083,490
Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L. A.
(AMBAC Insd) 6.000 11/01/19 1,158,960 1,158,960
Los Angeles, CA Uni Sch Dist 1997 Election Ser E (Prerefunded
@ 07/01/12) (MBIA Insd) 5.500 07/01/17 1,137,100 1,137,100
Los Angeles, CA Uni Sch Dist Ser A (FSA Insd) 5.250 07/01/20 1,097,310 1,097,310
Los Angeles Cnty, CA Sch Regionalized Business Svc Ctf LA
Cnty Sch Pooled Fin Proj Ser A (FSA Insd) 5.000 09/01/28 1,289,113 1,289,113
Los Angeles Cnty, CA Tran Comm Lease Rev Dia RR Lease Ltd
(FSA Insd) 7.375 12/15/06 520,603 520,603
Los Angeles, CA Dept Wtr & Pwr Sys Ser C (MBIA Insd) 5.000 07/01/26 2,089,580 2,089,580
Los Gatos, CA Jt Uni High Sch Election of 1998 Ser C (FSA
Insd) 5.000 06/01/27 1,036,340 1,036,340
Lucia Mar Uni Sch Dist Election 2004 Ser A (FGIC Insd) 5.000 08/01/25 1,050,750 1,050,750
Manhattan Beach, CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd) * 09/01/22 1,540,373 1,540,373
Metropolitan Wtr Dist Southn CA Auth Ser B2 (FGIC Insd) 5.000 10/01/26 2,500,728 2,500,728
Midpeninsula Regl Open Space Dist CA Fin Auth Rev Cap Apprec
Second Issue (AMBAC Insd) * 08/01/26 962,118 962,118
Moorpark, CA Uni Sch Dist Ser A (FSA Insd) (b) 5.375 08/01/18 1,581,285 1,581,285
Mount Diablo, CA Uni Sch Dist (FSA Insd) 5.000 08/01/26 3,298,709 3,298,709
Oxnard, CA Harbor Dist Rev Ser B 6.000 08/01/24 1,057,400 1,057,400
Palm Desert, CA Fin Auth Tax Alloc Rev Proj Area No 2 Ser A
Rfdg (MBIA Insd) (b) 5.000 08/01/21 1,318,708 1,318,708
Pasadena, CA Area Cmnty College Dist Election of 2002 Ser A
(FGIC Insd) 5.000 06/01/21 1,175,548 1,175,548
Pico Rivera, CA Wtr Auth Rev Wtr Sys Proj Ser A (MBIA Insd) 5.500 05/01/19 1,163,280 1,163,280
Pomona, CA Ctf Part Mission Promenade Proj Ser AE (AMBAC Insd) 5.375 10/01/32 1,064,830 1,064,830
Port Oakland, CA Port Rev Ser G (AMT) (MBIA Insd) 5.375 11/01/25 3,537,031 3,537,031
I-37
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VKC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- ----------------------------------------------------------------------------------------------------------------
1,000 1,000 Rancho Cucamonga, CA Redev Agy Tax Alloc Rancho Redev Proj
(FSA Insd)
1,000 1,000 Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A Rfdg (MBIA
Insd)
2,000 2,000 Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A
2,000 2,000 Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A Rfdg (AMBAC
Insd)
1,360 1,360 Sacramento Cnty, CA Wtr Fin Auth Rev Agy Zones 40 41 Wtr Sys
Proj (AMBAC Insd) (b)
2,000 2,000 Sacramento, CA City Fin Auth Rev Cap Impt (AMBAC Insd)
700 700 Sacramento, CA Cogeneration Auth Cogeneration Proj Rev
Proctor & Gamble Proj
2,000 2,000 San Bernardino, CA Jt Pwrs Fin Auth Ctf Part (MBIA Insd)
955 955 San Diego, CA Hsg Auth Multi-Family Hsg Rev (AMT) (GNMA
Collateralized)
1,000 1,000 San Diego, CA Pub Fac Fin Auth Swr Rev (FGIC Insd)
1,000 1,000 San Dimas, CA Redev Agy Tax Alloc Creative Growth Ser A (FSA
Insd)
1,500 1,500 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second
Ser 30 Rfdg (XLCA Insd)
2,000 2,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second
Ser Issue 12-A (AMT) (FGIC Insd)
2,000 1,000 3,000 San Jose, CA Fin Auth Lease Rev Convention Ctr Proj Ser F
Rfdg (MBIA Insd)
1,600 1,600 San Leandro, CA Ctf Part Lib & Fire Stations Fin (AMBAC Insd)
1,000 1,000 San Ramon Vly, CA Sch Dist Election 2002 (FSA Insd)
1,000 1,000 Sanger, CA Uni Sch Dist Rfdg (MBIA Insd)
1,350 1,350 Santa Ana, CA Uni Sch Dist (MBIA Insd) (b)
1,000 1,000 Semitropic Impt Dist Semitropic Wtr Storage Dist CA Wtr Ser A
(XLCA Insd)
1,220 1,220 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End
Proj Rfdg (FGIC Insd) (b)
1,285 1,285 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End
Proj Rfdg (FGIC Insd) (b)
1,350 1,350 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End
Proj Rfdg (FGIC Insd) (b)
1,305 1,305 South Orange Cnty, CA Pub Fin Auth Reassmt Rev (FSA Insd)
600 600 Southern CA Pub Pwr Auth Pwr Proj Rev Multi-Projs
945 945 Stanton, CA Multi-Family Rev Hsg Contl Garden Apts (AMT)
(Variable Rate Coupon) (FNMA Collateralized)
1,000 1,000 State Center, CA Cmnty Election 2002 Ser A (MBIA Insd)
1,260 1,260 Sweetwater, CA Auth Wtr Rev (FSA Insd)
1,325 1,325 Sweetwater, CA Auth Wtr Rev (FSA Insd)
2,000 2,000 University of CA Ctf Part San Diego Campus Proj Ser A
1,000 1,000 University of CA Rev Multi Purp Proj Ser M (FGIC Insd)
1,000 1,000 University of CA Rev Resh Fac Ser E (AMBAC Insd)
1,000 1,000 Woodland, CA Fin Auth Lease Rev Cap Proj Rfdg (XLCA Insd)
PUERTO RICO 9.6%
5,000 5,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y Rfdg (FSA
Insd)
1,000 1,000 Puerto Rico Comwlth Hwy & Tran Rev Tran Rev Sub (FGIC Insd)
2,000 2,000 Puerto Rico Elec Pwr Auth Pwr Rev Ser II (XLCA Insd)
3,000 3,000 Puerto Rico Elec Pwr Auth Rev Ser QQ (XLCA Insd) (c)
U. S. VIRGIN ISLANDS 1.7%
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A
(ACA Insd)
VKC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- -------------------------------------------------------------------------------------------------------------------------------
Rancho Cucamonga, CA Redev Agy Tax Alloc Rancho Redev Proj
(FSA Insd) 5.250 09/01/20 1,092,040 1,092,040
Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A Rfdg (MBIA
Insd) 4.750 08/01/21 1,027,030 1,027,030
Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A 5.875 12/01/27 2,101,360 2,101,360
Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A Rfdg (AMBAC
Insd) 5.500 12/01/16 2,338,680 2,338,680
Sacramento Cnty, CA Wtr Fin Auth Rev Agy Zones 40 41 Wtr Sys
Proj (AMBAC Insd) (b) 5.000 06/01/17 1,482,237 1,482,237
Sacramento, CA City Fin Auth Rev Cap Impt (AMBAC Insd) 5.000 12/01/33 2,053,560 2,053,560
Sacramento, CA Cogeneration Auth Cogeneration Proj Rev
Proctor & Gamble Proj 6.375 07/01/10 727,174 727,174
San Bernardino, CA Jt Pwrs Fin Auth Ctf Part (MBIA Insd) 5.500 09/01/20 2,241,500 2,241,500
San Diego, CA Hsg Auth Multi-Family Hsg Rev (AMT) (GNMA
Collateralized) 5.000 07/20/18 998,806 998,806
San Diego, CA Pub Fac Fin Auth Swr Rev (FGIC Insd) 5.000 05/15/20 1,021,850 1,021,850
San Dimas, CA Redev Agy Tax Alloc Creative Growth Ser A (FSA
Insd) 5.000 09/01/16 1,087,220 1,087,220
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second
Ser 30 Rfdg (XLCA Insd) 5.250 05/01/16 1,680,990 1,680,990
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second
Ser Issue 12-A (AMT) (FGIC Insd) 5.800 05/01/21 2,097,180 2,097,180
San Jose, CA Fin Auth Lease Rev Convention Ctr Proj Ser F
Rfdg (MBIA Insd) 5.000 09/01/17 2,172,340 1,086,170 3,258,510
San Leandro, CA Ctf Part Lib & Fire Stations Fin (AMBAC Insd) 5.700 11/01/20 1,819,184 1,819,184
San Ramon Vly, CA Sch Dist Election 2002 (FSA Insd) 5.000 08/01/24 1,057,270 1,057,270
Sanger, CA Uni Sch Dist Rfdg (MBIA Insd) 5.600 08/01/23 1,178,240 1,178,240
Santa Ana, CA Uni Sch Dist (MBIA Insd) (b) 5.375 08/01/21 1,496,327 1,496,327
Semitropic Impt Dist Semitropic Wtr Storage Dist CA Wtr Ser A
(XLCA Insd) 5.125 12/01/35 1,040,730 1,040,730
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End
Proj Rfdg (FGIC Insd) (b) 5.250 09/01/20 1,335,863 1,335,863
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End
Proj Rfdg (FGIC Insd) (b) 5.250 09/01/21 1,401,036 1,401,036
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End
Proj Rfdg (FGIC Insd) (b) 5.250 09/01/22 1,464,588 1,464,588
South Orange Cnty, CA Pub Fin Auth Reassmt Rev (FSA Insd) 5.800 09/02/18 1,487,687 1,487,687
Southern CA Pub Pwr Auth Pwr Proj Rev Multi-Projs 5.500 07/01/20 600,882 600,882
Stanton, CA Multi-Family Rev Hsg Contl Garden Apts (AMT)
(Variable Rate Coupon) (FNMA Collateralized) 5.625 08/01/29 1,011,585 1,011,585
State Center, CA Cmnty Election 2002 Ser A (MBIA Insd) 5.500 08/01/28 1,098,490 1,098,490
Sweetwater, CA Auth Wtr Rev (FSA Insd) 5.500 04/01/17 1,406,185 1,406,185
Sweetwater, CA Auth Wtr Rev (FSA Insd) 5.500 04/01/18 1,478,726 1,478,726
University of CA Ctf Part San Diego Campus Proj Ser A 5.250 01/01/32 2,079,120 2,079,120
University of CA Rev Multi Purp Proj Ser M (FGIC Insd) 5.125 09/01/17 1,094,100 1,094,100
University of CA Rev Resh Fac Ser E (AMBAC Insd) 5.000 09/01/19 1,077,290 1,077,290
Woodland, CA Fin Auth Lease Rev Cap Proj Rfdg (XLCA Insd) 5.000 03/01/25 1,034,640 1,034,640
------------------------------------------
53,689,138 149,937,242 203,626,380
------------------------------------------
Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y Rfdg (FSA
Insd) 6.250 07/01/21 6,341,300 6,341,300
Puerto Rico Comwlth Hwy & Tran Rev Tran Rev Sub (FGIC Insd) 5.250 07/01/16 1,127,080 1,127,080
Puerto Rico Elec Pwr Auth Pwr Rev Ser II (XLCA Insd) 5.375 07/01/17 2,243,380 2,243,380
Puerto Rico Elec Pwr Auth Rev Ser QQ (XLCA Insd) (c) 5.500 07/01/18 3,459,150 3,459,150
------------------------------------------
3,459,150 9,711,760 13,170,910
------------------------------------------
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A 6.375 10/01/19 1,158,180 1,158,180
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A 6.500 10/01/24 1,161,490 1,161,490
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A
(ACA Insd) 6.125 10/01/29 -
------------------------------------------
0 2,319,670 2,319,670
------------------------------------------
VKC VCV PROFORMA
MARKET VALUE MARKET VALUE MARKET VALUE
-----------------------------------------------------
TOTAL LONG-TERM INVESTMENTS 160.1% 57,148,288 161,968,672 219,116,960
(Cost $202,092,765).......................................
TOTAL SHORT-TERM INVESTMENTS 0.3% 200,000 200,000 400,000
-----------------------------------------------------
(Cost $400,000)...........................................
TOTAL INVESTMENTS 160.4% 57,348,288 162,168,672 219,516,960
(Cost $202,492,765).......................................
LIABILITIES IN EXCESS OF OTHER ASSETS (1.9)% (2,918,369) 277,279 (2,641,090)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (58.5%) (20,014,576) (60,010,848) (80,025,424)
-----------------------------------------------------
NET ASSETS 100.0% $ 34,415,343 $ 102,435,103 $ 136,850,446
=====================================================
I-38
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST (VKC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero coupon bond
(a) Security is a "step-up" bond where the coupon increases or steps up at a
predetermined date.
(b) The Trust owns 100% of the bond issuance.
(c) Securities purchased on a when-issued or delayed delivery basis.
(d) Does not reflect a non-recurring cost associated with this transaction of
approximately $337,350. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
--------------------------------------------------------------
Van Kampen California Municipal Trust $155,700 $ 0.048
Van Kampen California Value Municipal Income Trust 181,650 0.030
-----------------------------------------
$337,350
=========================================
ACA -- American Capital Access Insurance Co.
AMBAC -- AMBAC Indemnity Corp.
AMT- Alternative Minimum Tax
Asset Gty - Asset Guaranty Insurance Co.
CA MTG - California Mortgage Insurance
Connie Lee -- Connie Lee Insurance Co.
FGIC -- Financial Guaranty Insurance Co.
FNMA - Federal National Mortgage Association
FSA -- Financial Security Assurance Inc.
GNMA -- Government National Mortgage Association
MBIA -- Municipal Bond Investors Assurance Corp.
XLCA - XL Capital Assurance Inc.
I-39
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- -------------------------------------------------------------------------------------------
MUNICIPAL BONDS 149.2%
CALIFORNIA 142.6%
$2,000 $2,000 A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd)
1,610 1,610 A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd)
$1,390 1,000 2,390 Abag Fin Auth For Nonprofit Corp CA Ctf
Part Childrens Hosp Med Ctr (AMBAC Insd)
500 500 Abag Fin Auth For Nonprofit Corp CA Ctf
Part Childrens Hosp Med Ctr (AMBAC Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA Insd
Rev Ctf Lincoln Glen Manor Sr Citizens
(CA MTG Insd)
1,000 1,000 2,000 Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion Ser A
Rfdg (AMT) (Asset Gty Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion Ser B
Rfdg (Variable Rate Coupon) (Asset Gty
Insd)
1,485 1,485 Anaheim, CA City Sch Dist Election 2002
(FGIC Insd)
1,000 1,000 Bakersfield, CA Ctf Part Convention Ctr
Expansion Proj (MBIA Insd)
1,790 1,790 Banning, CA Cmnty Redev Agy Tax Alloc
Merged Downtown (Radian Insd)
2,510 2,510 Bay Area Govt Assn CA Lease West
Sacramento Ser A (XLCA Insd) (c )
2,000 2,000 Bay Area Toll Auth CA Toll Brdg Rev San
Francisco Bay Area Ser D
1,000 1,000 Benicia, CA Uni Sch Dist Ser B (MBIA
Insd)
2,500 2,500 Beverly Hills, CA Pub Fin Auth Lease Rev
Ser A (MBIA Insd)
1,610 1,610 Blythe, CA Redev Agy Redev Proj No 1 Tax
Alloc Ser A Rfdg ( c)
1,725 1,725 Bonita, CA Uni Sch Dist Election 2004
Ser A (MBIA Insd) (c )
1,055 1,055 Borrego, CA Wtr Dist Ctf Part Wtr Sys
Acquisition (c )
1,390 1,390 Brea & Olinda, CA Uni Sch Dist Ctf Part
Ser A Rfdg (FSA Insd) ( c)
1,510 1,510 Brea & Olinda, CA Uni Sch Dist Ctf Part
Ser A Rfdg (FSA Insd) ( c)
2,000 2,000 Burbank, CA Pub Fin Auth Rev Golden
State Redev Proj Ser A (AMBAC Insd)
1,500 1,500 Burbank, CA Pub Fin Auth Rev Golden
State Redev Proj Ser A (AMBAC Insd)
2,060 2,060 Burbank, CA Wastewtr Treatment Rev Ser A
(AMBAC Insd)
2,060 2,060 Calexico, CA Uni Sch Dist Ser A (MBIA
Insd) (c )
1,000 1,000 California Edl Fac Auth Rev Pooled
College & Univ Ser B
1,000 1,000 California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B
1,000 1,000 California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B
1,005 505 1,510 California Edl Fac Auth Rev Student Ln
CA Ln Pgm Ser A (AMT) (MBIA Insd)
2,500 2,500 California Hlth Fac Fin Auth Rev Cedars
Sinai Med Ctr Ser A
1,000 1,000 California Hsg Fin Agy Rev Multi-Family
Hsg III Ser A (AMT) (MBIA Insd)
2,000 2,000 California Infrastructure & Econ Dev Bk
Rev Bay Area Toll Brdgs First Lien Ser A
(FGIC Insd)
1,000 1,000 California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Gas & Elec Ser A Rfdg (MBIA Insd)
3,000 3,000 California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Pacific Gas & Elec Ser A Rfdg
(AMT) (FGIC Insd)
6,200 6,200 California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Southn CA Edison Co (AMT) (AMBAC
Insd)
215 215 California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Pgm
Ser B (AMT) (GNMA Collateralized)
50 50 California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Pgm
Ser C (AMT) (GNMA Collateralized)
70 70 California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Ser
A2 (AMT) (GNMA Collateralized)
320 320 California Rural Home Mtg Fin Auth
Single Family Mtg Rev Pgm Ser B (AMT)
(GNMA Collateralized)
60 60 California Rural Home Mtg Fin Auth
Single Family Mtg Rev Ser C (AMT) (GNMA
Collateralized)
1,060 1,060 California Spl Dist Assn Fin Corp Ctf
Part Spl Dist Fin Pgm Ser KK (FSA Insd)
(c)
2,400 2,400 California St (AMBAC Insd)
1,000 1,000 California St (CIFG Insd)
1,000 1,000 California St (FGIC Insd)
1,000 1,000 California St (MBIA Insd)
2,005 2,005 California St Cpn Muni Rcpts
2,555 2,555 California St Cpn Muni Rcpts
2,000 2,000 California St Dept Wtr Res Pwr Ser A
(AMBAC Insd)
9,600 9,600 California St Prin Muni Rcpts (XLCA Insd)
1,585 1,585 California St Pub Wks Brd Dept
Corrections Ser C
1,000 1,000 California St Pub Wks Brd Dept
Corrections Ser C
3,000 3,000 California St Pub Wks Brd Energy
Efficiency Rev Ser A (FSA Insd)
2,205 2,205 California St Pub Wks Brd Lease Rev Dept
Corrections Ser E Rfdg (XLCA Insd)
1,000 1,000 California St Pub Wks Brd Lease Rev Dept
Hlth Svcs Ser A (MBIA Insd)
2,340 2,340 California St Rfdg (FGIC Insd)
1,255 1,255 California St Rfdg (XLCA Insd)
1,000 1,000 California St Univ Fresno Assn Sr Aux
Organization Event Ctr
3,000 3,000 California St Vet Bd Ser BH (AMT) (FSA
Insd)
VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- -------------------------------------------------------------------------------------------------------------
A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd) * 08/01/21 $904,260 $904,260
A B C CA Uni Sch Dist Cap Apprec Ser B
(FGIC Insd) * 08/01/22 682,559 682,559
Abag Fin Auth For Nonprofit Corp CA Ctf
Part Childrens Hosp Med Ctr (AMBAC Insd) 5.875% 12/01/19 $1,590,980 1,144,590 2,735,570
Abag Fin Auth For Nonprofit Corp CA Ctf
Part Childrens Hosp Med Ctr (AMBAC Insd) 6.000 12/01/29 565,575 565,575
Abag Fin Auth For Nonprofit Corp CA Insd
Rev Ctf Lincoln Glen Manor Sr Citizens
(CA MTG Insd) 6.100 02/15/25 1,081,310 1,081,310
Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion Ser A
Rfdg (AMT) (Asset Gty Insd) 6.400 08/15/30 1,092,660 1,092,660 2,185,320
Abag Fin Auth For Nonprofit Corp CA
Multi-Family Rev Hsg Utd Dominion Ser B
Rfdg (Variable Rate Coupon) (Asset Gty
Insd) 6.250 08/15/30 1,094,810 1,094,810
Anaheim, CA City Sch Dist Election 2002
(FGIC Insd) 5.375 08/01/20 1,655,493 1,655,493
Bakersfield, CA Ctf Part Convention Ctr
Expansion Proj (MBIA Insd) 5.875 04/01/22 1,090,340 1,090,340
Banning, CA Cmnty Redev Agy Tax Alloc
Merged Downtown (Radian Insd) 5.000 08/01/23 1,839,279 1,839,279
Bay Area Govt Assn CA Lease West
Sacramento Ser A (XLCA Insd) (c ) 5.000 09/01/24 2,634,195 2,634,195
Bay Area Toll Auth CA Toll Brdg Rev San
Francisco Bay Area Ser D 5.000 04/01/17 2,174,760 2,174,760
Benicia, CA Uni Sch Dist Ser B (MBIA
Insd) * 08/01/18 518,530 518,530
Beverly Hills, CA Pub Fin Auth Lease Rev
Ser A (MBIA Insd) 5.250 06/01/12 2,828,075 2,828,075
Blythe, CA Redev Agy Redev Proj No 1 Tax
Alloc Ser A Rfdg ( c) 7.500 05/01/23 1,676,332 1,676,332
Bonita, CA Uni Sch Dist Election 2004
Ser A (MBIA Insd) (c ) 5.250 08/01/22 1,891,066 1,891,066
Borrego, CA Wtr Dist Ctf Part Wtr Sys
Acquisition (c ) 7.000 04/01/27 1,110,472 1,110,472
Brea & Olinda, CA Uni Sch Dist Ctf Part
Ser A Rfdg (FSA Insd) ( c) 5.500 08/01/19 1,574,953 1,574,953
Brea & Olinda, CA Uni Sch Dist Ctf Part
Ser A Rfdg (FSA Insd) ( c) 5.500 08/01/20 1,704,684 1,704,684
Burbank, CA Pub Fin Auth Rev Golden
State Redev Proj Ser A (AMBAC Insd) 5.250 12/01/19 2,207,300 2,207,300
Burbank, CA Pub Fin Auth Rev Golden
State Redev Proj Ser A (AMBAC Insd) 5.250 12/01/23 1,622,040 1,622,040
Burbank, CA Wastewtr Treatment Rev Ser A
(AMBAC Insd) 5.000 06/01/29 2,125,652 2,125,652
Calexico, CA Uni Sch Dist Ser A (MBIA
Insd) (c ) 5.000 08/01/27 2,142,936 2,142,936
California Edl Fac Auth Rev Pooled
College & Univ Ser B 6.625 06/01/20 1,109,270 1,109,270
California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B 5.250 04/01/24 1,012,180 1,012,180
California Edl Fac Auth Rev Pooled
College & Univ Proj Ser B 6.750 06/01/30 1,087,360 1,087,360
California Edl Fac Auth Rev Student Ln
CA Ln Pgm Ser A (AMT) (MBIA Insd) 6.000 03/01/16 1,067,943 536,628 1,604,571
California Hlth Fac Fin Auth Rev Cedars
Sinai Med Ctr Ser A 6.125 12/01/19 2,752,450 2,752,450
California Hsg Fin Agy Rev Multi-Family
Hsg III Ser A (AMT) (MBIA Insd) 5.850 08/01/17 1,048,140 1,048,140
California Infrastructure & Econ Dev Bk
Rev Bay Area Toll Brdgs First Lien Ser A
(FGIC Insd) 5.000 07/01/29 2,064,500 2,064,500
California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Gas & Elec Ser A Rfdg (MBIA Insd) 5.900 06/01/14 1,187,840 1,187,840
California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Pacific Gas & Elec Ser A Rfdg
(AMT) (FGIC Insd) 3.500 12/01/23 3,070,170 3,070,170
California Pollutn Ctl Fin Auth Pollutn
Ctl Rev Southn CA Edison Co (AMT) (AMBAC
Insd) 6.000 07/01/27 6,217,112 6,217,112
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Pgm
Ser B (AMT) (GNMA Collateralized) 6.150 06/01/20 219,038 219,038
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Pgm
Ser C (AMT) (GNMA Collateralized) 7.500 08/01/27 51,692 51,692
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Mtg Bkd Secs Ser
A2 (AMT) (GNMA Collateralized) 7.950 12/01/24 70,701 70,701
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Pgm Ser B (AMT)
(GNMA Collateralized) 6.250 12/01/31 326,144 326,144
California Rural Home Mtg Fin Auth
Single Family Mtg Rev Ser C (AMT) (GNMA
Collateralized) 7.800 02/01/28 62,071 62,071
California Spl Dist Assn Fin Corp Ctf
Part Spl Dist Fin Pgm Ser KK (FSA Insd)
(c) 5.800 11/01/29 1,185,451 1,185,451
California St (AMBAC Insd) 6.400 09/01/08 2,758,632 2,758,632
California St (CIFG Insd) 5.000 10/01/22 1,055,820 1,055,820
California St (FGIC Insd) 5.000 10/01/23 1,033,500 1,033,500
California St (MBIA Insd) 5.000 02/01/26 1,039,820 1,039,820
California St Cpn Muni Rcpts * 03/01/08 1,831,146 1,831,146
California St Cpn Muni Rcpts * 09/01/09 2,190,223 2,190,223
California St Dept Wtr Res Pwr Ser A
(AMBAC Insd) 5.500 05/01/16 2,284,560 2,284,560
California St Prin Muni Rcpts (XLCA Insd) * 09/01/09 8,280,576 8,280,576
California St Pub Wks Brd Dept
Corrections Ser C 5.000 06/01/09 1,729,219 1,729,219
California St Pub Wks Brd Dept
Corrections Ser C 5.500 06/01/23 1,089,060 1,089,060
California St Pub Wks Brd Energy
Efficiency Rev Ser A (FSA Insd) 5.250 05/01/08 3,038,310 3,038,310
California St Pub Wks Brd Lease Rev Dept
Corrections Ser E Rfdg (XLCA Insd) 5.000 06/01/18 2,402,017 2,402,017
California St Pub Wks Brd Lease Rev Dept
Hlth Svcs Ser A (MBIA Insd) 5.750 11/01/24 1,125,020 1,125,020
California St Rfdg (FGIC Insd) 5.000 02/01/23 2,456,087 2,456,087
California St Rfdg (XLCA Insd) 5.500 03/01/11 1,421,062 1,421,062
California St Univ Fresno Assn Sr Aux
Organization Event Ctr 6.000 07/01/31 1,055,770 1,055,770
California St Vet Bd Ser BH (AMT) (FSA
Insd) 5.400 12/01/15 3,077,550 3,077,550
I-40
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- ----------------------------------------------------------------------------------------------
2,000 2,000 4,000 California St Vet Bd Ser BH (AMT) (FSA
Insd)
960 960 California St Vet Ser BJ (AMT)
2,000 2,000 California Statewide Cmntys Dev Auth Ctf
Part (Acquired 11/23/99, Cost
$2,000,000) (a)
1,325 1,325 California Statewide Cmntys Dev Auth Wtr
& Wastewtr Rev Pooled Fin Pgm Ser B (FSA
Insd)
1,280 1,280 California Statewide Cmntys Dev Auth Wtr
Rev Pooled Fin Pgm Ser C (FSA Insd)
1,000 1,000 California Statewide Cmntys Dev
Huntington Mem Hosp (Connie Lee Insd)
2,000 2,000 Campbell, CA Redev Agy Tax Alloc Ctr
Campbell Redev Proj Ser A
1,595 1,595 Cardiff, CA Sch Dist Cap Apprec (FGIC
Insd) (c)
1,675 1,675 Cardiff, CA Sch Dist Cap Apprec (FGIC
Insd) (c)
235 235 Carson, CA Impt Bond Act 1915 Assmt Dist
No 92-1
2,000 2,000 Carson, CA Redev Agy Tax Alloc Ser A
Rfdg (MBIA Insd)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c)
2,000 2,000 Central Vly Fin Auth CA Cogeneration
Proj Rev Carson Ice Gen Proj Rev (MBIA
Insd)
3,140 3,140 Cerritos, CA Cmnty College Dist Election
2004 Ser A (MBIA Insd) (c)
1,500 1,500 Chaffey, CA Uni High Sch Dist Ser C (FSA
Insd)
1,440 1,440 Chino Basin, CA Regl Fin Auth Rev Muni
Wtr Dist Swr Sys Proj (AMBAC Insd)
2,385 2,385 Chula Vista, CA Redev Agy Tax Alloc Sr
Bayfront Ser D Rfdg
1,000 1,000 Coachella, CA Redev Agy Tax Alloc Proj
Area No 3 Rfdg
1,000 1,000 Colton, CA Redev Agy Tax Alloc Mt Vernon
Corridor Redev Proj
2,000 2,000 Commerce, CA Jt Pwr Fin Auth Lease Rev
Cmntys Ctr Proj (XLCA Insd)
1,580 1,580 Commerce, CA Refuse Energy Auth Rev Rfdg
(MBIA Insd) (c) (d)
1,230 1,230 Compton, CA Uni Sch Dist Election of
2002 Ser B (MBIA Insd)
1,110 1,110 Compton, CA Uni Sch Dist Election of
2002 Ser B (MBIA Insd)
1,965 1,965 Contra Costa Cnty, CA Ctf Part Merrithew
Mem Hosp Proj Rfdg (MBIA Insd)
1,250 1,250 Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd)
1,595 1,595 Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd)
1,735 1,735 Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd) (c)
615 615 Davis, CA Pub Fac Fin Auth Loc Agy Rev
Mace Ranch Area Ser A
1,000 1,000 Duarte, CA Redev Agy Tax Alloc Davis
Addition Proj Area Rfdg
1,000 1,000 East Bay, CA Muni Util Dist Wtr Sys Rev
(MBIA Insd)
2,445 2,000 4,445 East Bay, CA Muni Util Dist Wtr Sys Rev
Sub
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj
(AMBAC Insd)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj
(AMBAC Insd)
1,220 1,220 Emeryville, CA Pub Fin Auth Rev Assmt
Dist Refin
1,000 1,000 2,000 Fairfield Suisun, CA Uni Sch Dist Spl
Tax Cmnty Fac Dist No 5 New Sch (FSA
Insd)
2,155 3,000 5,155 Florin, CA Res Consv Dist Cap Impt Elk
Grove Wtr Svc Ser A (MBIA Insd)
1,000 1,000 Folsom, CA Spl Tax Cmnty Fac Dist No 2
Rfdg (Connie Lee Insd)
1,010 1,010 Folsom Cordova, CA Uni Sch Dist Fac Impt
Dist No 1 Cap Apprec Ser A (AMBAC Insd)
(c)
1,060 1,060 Folsom Cordova, CA Uni Sch Dist Fac Impt
Dist No 1 Cap Apprec Ser A (AMBAC Insd)
(c)
15,000 15,000 Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Rfdg
4,000 6,000 10,000 Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Rfdg
5,000 5,000 Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Rfdg
2,950 2,950 Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Sr Lien Ser A (Escrowed
to Maturity)
2,500 3,000 5,500 Foothill/Eastern Corridor Agy CA Toll Rd
Rev Conv Cap Apprec Rfdg (b)
2,000 2,000 Foothill/Eastern Corridor Agy CA Toll Rd
Rev Conv Cap Apprec Sr Lien Ser A
(Escrowed to Maturity) (b)
1,000 1,000 Foothill/Eastern Corridor Agy CA Toll Rd
Rev Rfdg
1,000 1,000 Galt Schs Jt Pwrs Auth CA Rev High Sch &
Elem Sch Ser A Rfdg (MBIA Insd)
1,115 1,115 Garden Grove, CA Pub Fin Auth Rev Ctfs
Partn Wtr Svcs Cap Impt Pgm (FSA Insd)
1,000 1,500 2,500 Glendale, CA Uni Sch Dist Ser C Indl No
1 (FSA Insd)
VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- ----------------------------------------------------------------------------------------------------------------------
California St Vet Bd Ser BH (AMT) (FSA
Insd) 5.400 12/01/16 2,051,700 2,051,700 4,103,400
California St Vet Ser BJ (AMT) 5.700 12/01/32 984,922 984,922
California Statewide Cmntys Dev Auth Ctf
Part (Acquired 11/23/99, Cost
$2,000,000) (a) 7.250 11/01/29 2,092,480 2,092,480
California Statewide Cmntys Dev Auth Wtr
& Wastewtr Rev Pooled Fin Pgm Ser B (FSA
Insd) 5.250 10/01/23 1,433,226 1,433,226
California Statewide Cmntys Dev Auth Wtr
Rev Pooled Fin Pgm Ser C (FSA Insd) 5.250 10/01/28 1,356,134 1,356,134
California Statewide Cmntys Dev
Huntington Mem Hosp (Connie Lee Insd) 5.750 07/01/16 1,079,820 1,079,820
Campbell, CA Redev Agy Tax Alloc Ctr
Campbell Redev Proj Ser A 6.550 10/01/32 2,163,960 2,163,960
Cardiff, CA Sch Dist Cap Apprec (FGIC
Insd) (c) * 08/01/24 590,341 590,341
Cardiff, CA Sch Dist Cap Apprec (FGIC
Insd) (c) * 08/01/25 581,242 581,242
Carson, CA Impt Bond Act 1915 Assmt Dist
No 92-1 7.375 09/02/22 239,263 239,263
Carson, CA Redev Agy Tax Alloc Ser A
Rfdg (MBIA Insd) 5.000 10/01/23 2,129,000 2,129,000
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/27 328,147 328,147
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/28 309,192 309,192
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/32 244,928 244,928
Cathedral City, CA Pub Fin Auth Rev Cap
Apprec Ser A (MBIA Insd) (c) * 08/01/33 231,615 231,615
Central Vly Fin Auth CA Cogeneration
Proj Rev Carson Ice Gen Proj Rev (MBIA
Insd) 5.000 07/01/17 2,163,580 2,163,580
Cerritos, CA Cmnty College Dist Election
2004 Ser A (MBIA Insd) (c) 5.000 08/01/27 3,256,368 3,256,368
Chaffey, CA Uni High Sch Dist Ser C (FSA
Insd) 5.000 05/01/27 1,554,120 1,554,120
Chino Basin, CA Regl Fin Auth Rev Muni
Wtr Dist Swr Sys Proj (AMBAC Insd) 7.000 08/01/08 1,680,293 1,680,293
Chula Vista, CA Redev Agy Tax Alloc Sr
Bayfront Ser D Rfdg 8.625 09/01/24 2,682,338 2,682,338
Coachella, CA Redev Agy Tax Alloc Proj
Area No 3 Rfdg 5.875 12/01/28 1,023,010 1,023,010
Colton, CA Redev Agy Tax Alloc Mt Vernon
Corridor Redev Proj 6.300 09/01/36 1,064,650 1,064,650
Commerce, CA Jt Pwr Fin Auth Lease Rev
Cmntys Ctr Proj (XLCA Insd) 5.000 10/01/34 2,039,920 2,039,920
Commerce, CA Refuse Energy Auth Rev Rfdg
(MBIA Insd) (c) (d) 5.000 07/01/06 1,622,897 1,622,897
Compton, CA Uni Sch Dist Election of
2002 Ser B (MBIA Insd) 5.500 06/01/25 1,364,833 1,364,833
Compton, CA Uni Sch Dist Election of
2002 Ser B (MBIA Insd) 5.000 06/01/29 1,148,861 1,148,861
Contra Costa Cnty, CA Ctf Part Merrithew
Mem Hosp Proj Rfdg (MBIA Insd) 5.500 11/01/22 2,153,424 2,153,424
Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd) * 09/01/16 754,075 754,075
Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd) * 09/01/17 909,325 909,325
Corona Norco, CA Uni Sch Dist Cap Apprec
Ser B (FSA Insd) (c) * 09/01/18 934,055 934,055
Davis, CA Pub Fac Fin Auth Loc Agy Rev
Mace Ranch Area Ser A 6.500 09/01/15 656,445 656,445
Duarte, CA Redev Agy Tax Alloc Davis
Addition Proj Area Rfdg 6.700 09/01/14 1,078,020 1,078,020
East Bay, CA Muni Util Dist Wtr Sys Rev
(MBIA Insd) 5.000 06/01/21 1,054,720 1,054,720
East Bay, CA Muni Util Dist Wtr Sys Rev
Sub 5.250 06/01/19 2,668,937 2,183,180 4,852,117
El Monte, CA Wtr Auth Rev Wtr Sys Proj
(AMBAC Insd) 5.600 09/01/29 1,095,480 1,095,480
El Monte, CA Wtr Auth Rev Wtr Sys Proj
(AMBAC Insd) 5.600 09/01/34 1,095,810 1,095,810
Emeryville, CA Pub Fin Auth Rev Assmt
Dist Refin 5.900 09/02/21 1,244,998 1,244,998
Fairfield Suisun, CA Uni Sch Dist Spl
Tax Cmnty Fac Dist No 5 New Sch (FSA
Insd) 5.375 08/15/29 1,065,440 1,065,440 2,130,880
Florin, CA Res Consv Dist Cap Impt Elk
Grove Wtr Svc Ser A (MBIA Insd) 5.000 09/01/33 2,209,996 3,076,560 5,286,556
Folsom, CA Spl Tax Cmnty Fac Dist No 2
Rfdg (Connie Lee Insd) 5.250 12/01/19 1,102,130 1,102,130
Folsom Cordova, CA Uni Sch Dist Fac Impt
Dist No 1 Cap Apprec Ser A (AMBAC Insd)
(c) * 10/01/19 511,252 511,252
Folsom Cordova, CA Uni Sch Dist Fac Impt
Dist No 1 Cap Apprec Ser A (AMBAC Insd)
(c) * 10/01/21 475,410 475,410
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Rfdg * 01/15/26 4,312,650 4,312,650
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Rfdg * 01/15/30 896,080 1,344,120 2,240,200
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Rfdg * 01/15/31 1,053,350 1,053,350
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Cap Apprec Sr Lien Ser A (Escrowed
to Maturity) * 01/01/27 977,364 977,364
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Conv Cap Apprec Rfdg (b) 0/5.875 01/15/27 1,997,175 2,396,610 4,393,785
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Conv Cap Apprec Sr Lien Ser A
(Escrowed to Maturity) (b) 0/7.050 01/01/10 2,372,760 2,372,760
Foothill/Eastern Corridor Agy CA Toll Rd
Rev Rfdg 5.750 01/15/40 1,011,950 1,011,950
Galt Schs Jt Pwrs Auth CA Rev High Sch &
Elem Sch Ser A Rfdg (MBIA Insd) 5.750 11/01/16 1,121,580 1,121,580
Garden Grove, CA Pub Fin Auth Rev Ctfs
Partn Wtr Svcs Cap Impt Pgm (FSA Insd) 5.000 12/15/23 1,183,662 1,183,662
Glendale, CA Uni Sch Dist Ser C Indl No
1 (FSA Insd) 5.500 09/01/19 1,119,380 1,679,070 2,798,450
I-41
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- --------------------------------------------------------------------------------------------
1,400 1,400 Hawaii Desert, CA Mem Hlthcare Dist Rev
Rfdg
1,000 1,000 Huntington Park, CA Pub Fin Auth Lease
Rev Wastewtr Sys Proj Ser A
1,000 1,000 Imperial Irr Dist CA Ctf Part Elec Sys
Proj (FSA Insd)
2,000 2,000 Industry, CA Urban Dev Agy Tax Alloc
Civic Rev Indl No 1 Rfdg (MBIA Insd)
1,000 1,000 Inland Empire Solid Waste Fin Auth CA
Rev Landfill Impt Fin Proj Ser B (AMT)
(Prerefunded @ 08/01/06) (FSA Insd)
1,435 1,000 2,435 Irvine, CA Pub Fac & Infrastructure Auth
Assmt Rev Ser B (AMBAC Insd)
1,000 1,000 La Quinta, CA Fin Auth Loc Ser A (AMBAC
Insd)
1,420 1,420 La Quinta, CA Redev Agy Tax Alloc Redev
Proj Area No 1 (AMBAC Insd)
1,600 1,600 La Quinta, CA Redev Agy Tax Alloc Redev
Proj Area No 1 Rfdg (MBIA Insd)
1,500 1,500 La Quinta, CA Redev Agy Tax Alloc Redev
Proj Area No 1 (AMBAC Insd)
1,145 1,145 Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) (c)
1,020 1,020 Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd)
1,255 1,255 Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) (c)
1,000 1,000 Long Beach, CA Bd Fin Auth Lease Rev
Rainbow Harbor Refin Proj Ser A (AMBAC
Insd)
1,685 1,685 Long Beach, CA Bd Fin Auth North Long
Beach Redev Proj Ser A (AMBAC Insd)
3,555 3,555 Long Beach, CA Hbr Rev Ser A (AMT) (FGIC
Insd)
1,000 1,000 Los Angeles, CA Cmnty College Dist Ser A
(MBIA Insd)
1,000 1,000 Los Angeles, CA Ctf Part Dept Pub Social
Svcs Ser A (AMBAC Insd)
1,000 1,000 Los Angeles, CA Ctf Part Sr Sonnenblick
Del Rio W L. A. (AMBAC Insd)
2,000 2,000 Los Angeles Cnty, CA Met Tran Auth Sales
Tax Rev Prop A First Tier Sr Ser C Rfdg
(AMBAC Insd)
1,850 1,850 Los Angeles Cnty, CA Pension Oblig Ctf
Ltd Muni Oblig Ser A (MBIA Insd)
1,200 1,200 Los Angeles Cnty, CA Sch Regionalized
Business Svc Ctf Part Cap Apprec Pooled
Fin Ser A (AMBAC Insd)
2,000 2,000 Los Angeles, CA Cmnty Redev Agy Cmnty
Redev Fin Auth Rev Bunker Hill Proj Ser
A (FSA Insd)
1,900 1,900 Los Angeles, CA Ctf Part
1,000 1,000 Los Angeles, CA Ctf Part Sr Sonnenblick
Del Rio W L. A. (AMBAC Insd)
1,468 1,468 Los Angeles, CA Multi-Family Rev Hsg
Earthquake Rehab Proj Ser A (AMT) (FNMA
Collateralized)
460 460 Los Angeles, CA Single Family Home Mtg
Rev Pgm Ser A (AMT) (GNMA Collateralized)
1,000 1,000 Los Angeles, CA Wtr & Pwr Rev Sys Ser A
(MBIA Insd)
1,000 1,000 Los Gatos, CA Jt Uni High Sch Election
of 1998 Ser C (FSA Insd)
1,190 1,190 Lynwood, CA Util Auth Enterp Rev (FSA
Insd) (c)
3,650 3,650 Manhattan Beach, CA Uni Sch Dist Cap
Apprec Ser B (FGIC Insd)
1,000 1,000 Mendocino Cnty, CA Ctf Part Cnty Pub Fac
Corp (MBIA Insd)
2,400 2,400 Metropolitan Wtr Dist Southn CA Auth Ser
B2 (FGIC Insd)
3,720 3,720 Midpeninsula Regl Open Space Dist CA Fin
Auth Rev (AMBAC Insd) (c)
3,240 3,240 Midpeninsula Regl Open Space Dist CA Fin
Auth Rev Cap Apprec Second Issue (AMBAC
Insd)
1,710 1,710 Modesto, CA Irr Dist Ctf Part Cap Impts
Ser A (FSA Insd)
2,000 2,000 Montclair, CA Redev Agy Mobile Home Pk
Rev Hacienda Mobile Home Pk Proj
1,000 1,000 Moorpark, CA Uni Sch Dist Ser A (FSA
Insd)
3,180 3,180 Mount Diablo, CA Uni Sch Dist (FSA Insd)
1,110 1,110 Mountain View Los Altos, CA Uni High Sch
Dist Cap Apprec Ser D (FSA Insd) (c)
1,730 1,730 National City, CA Cmnty Dev Commn Tax
Alloc National City Redev Proj Ser A
(AMBAC Insd) (c)
2,000 2,000 Needles, CA Pub Util Auth Util Sys
Acquisition Proj Ser A
2,000 2,000 Oakland, CA Uni Sch Dist Alameda Cnty
Ctf Part Energy Retrofit Proj
(Prerefunded @ 11/15/06) (Acquired
5/24/96, Cost $1,908,220) (a)
1,000 1,000 Oakland, CA Uni Sch Dist Alameda Cnty
Ctf Part Om-Energy Retrofit Proj
(Prerefunded @ 11/15/05) (Acquired
1/22/02, Cost $1,153,610) (a)
2,000 1,000 3,000 Oxnard, CA Harbor Dist Rev Ser B
1,230 1,230 Palm Desert, CA Fin Auth Tax Alloc Rev
Proj Area No 2 Ser A Rfdg (MBIA Insd)
(c)
1,100 1,100 Pasadena, CA Area Cmnty College Dist
Election of 2002 Ser A (FGIC Insd)
870 870 Pasadena, CA Spl Tax Cmnty Fac Dist No 1
Civic Ctr West (Escrowed to Maturity)
1,040 1,040 Perris, CA Pub Fin Auth Rev Tax Alloc
Ser A (MBIA Insd) (c)
1,000 1,000 Perris, CA Pub Fin Auth Rev Tax Alloc
Ser A (MBIA Insd)
1,375 1,375 Pittsburg, CA Redev Agy Tax Alloc Los
Medanos Cmnty Dev Proj (AMBAC Insd)
1,000 1,000 Pomona, CA Ctf Part Mission Promenade
Proj Ser AE (AMBAC Insd)
3,350 3,350 Port Oakland, CA Port Rev Ser G (AMT)
(MBIA Insd)
VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- -------------------------------------------------------------------------------------------------------------
Hawaii Desert, CA Mem Hlthcare Dist Rev
Rfdg 5.500 10/01/19 1,382,836 1,382,836
Huntington Park, CA Pub Fin Auth Lease
Rev Wastewtr Sys Proj Ser A 6.200 10/01/25 1,044,610 1,044,610
Imperial Irr Dist CA Ctf Part Elec Sys
Proj (FSA Insd) 5.250 11/01/23 1,080,780 1,080,780
Industry, CA Urban Dev Agy Tax Alloc
Civic Rev Indl No 1 Rfdg (MBIA Insd) 5.500 05/01/14 2,171,080 2,171,080
Inland Empire Solid Waste Fin Auth CA
Rev Landfill Impt Fin Proj Ser B (AMT)
(Prerefunded @ 08/01/06) (FSA Insd) 6.000 08/01/16 1,086,990 1,086,990
Irvine, CA Pub Fac & Infrastructure Auth
Assmt Rev Ser B (AMBAC Insd) 5.000 09/02/22 1,488,368 1,037,190 2,525,558
La Quinta, CA Fin Auth Loc Ser A (AMBAC
Insd) 5.250 09/01/24 1,083,430 1,083,430
La Quinta, CA Redev Agy Tax Alloc Redev
Proj Area No 1 (AMBAC Insd) 5.000 09/01/22 1,513,649 1,513,649
La Quinta, CA Redev Agy Tax Alloc Redev
Proj Area No 1 Rfdg (MBIA Insd) 7.300 09/01/08 1,888,704 1,888,704
La Quinta, CA Redev Agy Tax Alloc Redev
Proj Area No 1 (AMBAC Insd) 5.125 09/01/32 1,560,705 1,560,705
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) (c) * 08/01/21 517,609 517,609
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) * 08/01/24 377,522 377,522
Larkspur, CA Sch Dist Cap Apprec Ser A
(FGIC Insd) (c) * 08/01/25 435,498 435,498
Long Beach, CA Bd Fin Auth Lease Rev
Rainbow Harbor Refin Proj Ser A (AMBAC
Insd) 5.250 05/01/24 1,073,250 1,073,250
Long Beach, CA Bd Fin Auth North Long
Beach Redev Proj Ser A (AMBAC Insd) 5.375 08/01/21 1,855,303 1,855,303
Long Beach, CA Hbr Rev Ser A (AMT) (FGIC
Insd) 5.250 05/15/18 3,766,985 3,766,985
Los Angeles, CA Cmnty College Dist Ser A
(MBIA Insd) 5.000 06/01/26 1,030,250 1,030,250
Los Angeles, CA Ctf Part Dept Pub Social
Svcs Ser A (AMBAC Insd) 5.500 08/01/31 1,083,490 1,083,490
Los Angeles, CA Ctf Part Sr Sonnenblick
Del Rio W L. A. (AMBAC Insd) 6.000 11/01/19 1,158,960 1,158,960
Los Angeles Cnty, CA Met Tran Auth Sales
Tax Rev Prop A First Tier Sr Ser C Rfdg
(AMBAC Insd) 5.000 07/01/23 2,079,900 2,079,900
Los Angeles Cnty, CA Pension Oblig Ctf
Ltd Muni Oblig Ser A (MBIA Insd) 6.900 06/30/08 2,147,313 2,147,313
Los Angeles Cnty, CA Sch Regionalized
Business Svc Ctf Part Cap Apprec Pooled
Fin Ser A (AMBAC Insd) * 08/01/26 387,408 387,408
Los Angeles, CA Cmnty Redev Agy Cmnty
Redev Fin Auth Rev Bunker Hill Proj Ser
A (FSA Insd) 5.000 12/01/27 2,074,540 2,074,540
Los Angeles, CA Ctf Part 5.700 02/01/18 1,996,862 1,996,862
Los Angeles, CA Ctf Part Sr Sonnenblick
Del Rio W L. A. (AMBAC Insd) 6.000 11/01/19 1,158,960 1,158,960
Los Angeles, CA Multi-Family Rev Hsg
Earthquake Rehab Proj Ser A (AMT) (FNMA
Collateralized) 5.700 12/01/27 1,533,347 1,533,347
Los Angeles, CA Single Family Home Mtg
Rev Pgm Ser A (AMT) (GNMA Collateralized) 6.875 06/01/25 460,193 460,193
Los Angeles, CA Wtr & Pwr Rev Sys Ser A
(MBIA Insd) 5.375 07/01/18 1,114,440 1,114,440
Los Gatos, CA Jt Uni High Sch Election
of 1998 Ser C (FSA Insd) 5.000 06/01/27 1,036,340 1,036,340
Lynwood, CA Util Auth Enterp Rev (FSA
Insd) (c) 5.000 06/01/25 1,241,860 1,241,860
Manhattan Beach, CA Uni Sch Dist Cap
Apprec Ser B (FGIC Insd) * 09/01/22 1,540,373 1,540,373
Mendocino Cnty, CA Ctf Part Cnty Pub Fac
Corp (MBIA Insd) 5.250 06/01/30 1,054,700 1,054,700
Metropolitan Wtr Dist Southn CA Auth Ser
B2 (FGIC Insd) 5.000 10/01/26 2,500,728 2,500,728
Midpeninsula Regl Open Space Dist CA Fin
Auth Rev (AMBAC Insd) (c) * 08/01/27 1,038,215 1,038,215
Midpeninsula Regl Open Space Dist CA Fin
Auth Rev Cap Apprec Second Issue (AMBAC
Insd) * 08/01/26 962,118 962,118
Modesto, CA Irr Dist Ctf Part Cap Impts
Ser A (FSA Insd) 5.250 07/01/17 1,897,125 1,897,125
Montclair, CA Redev Agy Mobile Home Pk
Rev Hacienda Mobile Home Pk Proj 6.000 11/15/22 1,998,840 1,998,840
Moorpark, CA Uni Sch Dist Ser A (FSA
Insd) 5.000 08/01/23 1,052,490 1,052,490
Mount Diablo, CA Uni Sch Dist (FSA Insd) 5.000 08/01/26 3,298,709 3,298,709
Mountain View Los Altos, CA Uni High Sch
Dist Cap Apprec Ser D (FSA Insd) (c) * 08/01/24 410,833 410,833
National City, CA Cmnty Dev Commn Tax
Alloc National City Redev Proj Ser A
(AMBAC Insd) (c) 5.500 08/01/32 1,881,358 1,881,358
Needles, CA Pub Util Auth Util Sys
Acquisition Proj Ser A 6.500 02/01/22 2,059,860 2,059,860
Oakland, CA Uni Sch Dist Alameda Cnty
Ctf Part Energy Retrofit Proj
(Prerefunded @ 11/15/06) (Acquired
5/24/96, Cost $1,908,220) (a) 6.750 11/15/14 2,230,560 2,230,560
Oakland, CA Uni Sch Dist Alameda Cnty
Ctf Part Om-Energy Retrofit Proj
(Prerefunded @ 11/15/05) (Acquired
1/22/02, Cost $1,153,610) (a) 7.000 11/15/11 1,073,350 1,073,350
Oxnard, CA Harbor Dist Rev Ser B 6.000 08/01/24 2,114,800 1,057,400 3,172,200
Palm Desert, CA Fin Auth Tax Alloc Rev
Proj Area No 2 Ser A Rfdg (MBIA Insd)
(c) 5.000 08/01/21 1,318,708 1,318,708
Pasadena, CA Area Cmnty College Dist
Election of 2002 Ser A (FGIC Insd) 5.000 06/01/21 1,175,548 1,175,548
Pasadena, CA Spl Tax Cmnty Fac Dist No 1
Civic Ctr West (Escrowed to Maturity) * 12/01/07 749,775 749,775
Perris, CA Pub Fin Auth Rev Tax Alloc
Ser A (MBIA Insd) (c) 5.000 10/01/24 1,096,118 1,096,118
Perris, CA Pub Fin Auth Rev Tax Alloc
Ser A (MBIA Insd) 5.000 10/01/31 1,027,130 1,027,130
Pittsburg, CA Redev Agy Tax Alloc Los
Medanos Cmnty Dev Proj (AMBAC Insd) * 08/01/26 444,469 444,469
Pomona, CA Ctf Part Mission Promenade
Proj Ser AE (AMBAC Insd) 5.375 10/01/32 1,064,830 1,064,830
Port Oakland, CA Port Rev Ser G (AMT)
(MBIA Insd) 5.375 11/01/25 3,537,031 3,537,031
I-42
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- --------------------------------------------------------------------------------------------
1,000 1,000 Poway, CA Redev Agy Tax Alloc Paguay
Redev Proj Ser A (MBIA Insd)
2,000 2,000 Rancho Cordova Cmnty Fac Dist CA Spl Tax
No 2003-1 Sunridge Anatolia
1,000 1,000 Rancho Cucamonga, CA Redev Agy Tax Alloc
Rancho Redev Proj (FSA Insd)
2,540 2,540 Rancho Mirage, CA Redev Agy Tax Alloc
Redev Plan 1984 Proj Ser A-E (MBIA Insd)
1,800 1,800 Redlands, CA Redev Agy Tax Alloc Redev
Proj Ser A Rfdg (MBIA Insd)
1,000 1,000 Redondo Beach, CA Pub Fin Auth Rev South
Bay Ctr Redev Proj
4,000 4,000 Redwood City, CA Sch Dist (FGIC Insd)
3,000 3,000 Redwood City, CA Sch Dist (FGIC Insd)
1,000 1,000 Richmond, CA Rev YMCA East Bay Proj Rfdg
1,400 2,000 3,400 Sacramento Cnty, CA Santn Dist Fin Auth
Rev Ser A
2,000 2,000 Sacramento Cnty, CA Santn Dist Fin Auth
Rev Ser A Rfdg (AMBAC Insd)
1,360 1,360 Sacramento Cnty, CA Wtr Fin Auth Rev Agy
Zones 40 41 Wtr Sys Proj (AMBAC Insd)
(c)
2,000 2,000 Sacramento, CA City Fin Auth City Hall &
Redev Proj Ser A (FSA Insd)
1,750 2,000 3,750 Sacramento, CA City Fin Auth Rev Cap
Impt (AMBAC Insd)
700 700 Sacramento, CA Cogeneration Auth
Cogeneration Proj Rev Proctor & Gamble
Proj
2,000 2,000 Salinas Vly, CA Solid Waste Auth Rev
(AMT) (AMBAC Insd)
2,000 2,000 San Bernardino, CA Jt Pwrs Fin Auth Ctf
Part (MBIA Insd)
2,500 2,500 San Bernardino, CA Redev Agy Tax Alloc
San Sevaine Redev Proj Ser A
6,000 6,000 San Diego Cnty, CA Wtr Auth Wtr Rev Ctf
Part Ser B (Inverse Fltg) (Prerefunded @
04/27/06) (Variable Rate Coupon) (MBIA
Insd) (e)
1,000 1,000 San Diego, CA Pub Fac Fin Auth Swr Rev
(FGIC Insd)
1,000 1,000 San Diego, CA Redev Agy Centre City
Redev Proj Ser A
1,000 1,000 San Francisco, CA City & Cnty Arpt Commn
Intl Arpt Rev Second Ser Issue 12-A
(AMT) (FGIC Insd)
1,000 1,000 San Francisco, CA City & Cnty Arpt Commn
Intl Arpt Second Ser 27A Rfdg (AMT)
(MBIA Insd)
3,000 3,000 San Francisco, CA City & Cnty Arpt Commn
Intl Arpt Second Ser 27A Rfdg (AMT)
(MBIA Insd)
1,500 1,500 San Francisco, CA City & Cnty Arpt Commn
Intl Arpt Rev Second Ser 30 Rfdg (XLCA
Insd)
2,000 2,000 San Francisco, CA City & Cnty Arpt Commn
Intl Arpt Rev Second Ser Issue 12-A
(AMT) (FGIC Insd)
3,225 3,225 San Francisco, CA City & Cnty Redev Agy
Lease Rev George Moscone (XLCA Insd)
2,130 2,130 San Francisco, CA City & Cnty Redev Agy
Lease Rev George Moscone (XLCA Insd)
5,000 1,000 6,000 San Jose, CA Fin Auth Lease Rev
Convention Ctr Proj Ser F Rfdg (MBIA
Insd)
1,000 1,000 San Jose, CA Single Family Mtg Rev Cap
Accumulator (Escrowed to Maturity)
(GEMIC Insd)
1,600 1,600 San Leandro, CA Ctf Part Lib & Fire
Stations Fin (AMBAC Insd)
2,000 2,000 San Leandro, CA Ctf Part Lib & Fire
Stations Fin (AMBAC Insd)
1,000 1,000 San Marcos, CA Pub Fac Auth Sub Tax
Incrmnt Proj Area 3 Ser A
2,725 2,725 San Mateo, CA Uni High Sch Dist Rfdg
(FSA Insd)
3,000 1,000 4,000 San Ramon Vly, CA Sch Dist Election 2002
(FSA Insd)
1,000 1,000 Santa Ana, CA Multi-Family Hsg Rev Villa
Del Sol Apts Ser B (AMT) (FNMA
Collateralized)
2,820 2,820 Santa Ana, CA Uni Sch Dist (MBIA Insd)
3,200 3,200 Semitropic Impt Dist Semitropic Wtr
Storage Dist CA Wtr Ser A (XLCA Insd)
1,005 1,005 Simi Vly, CA Cmnty Dev Agy Coml Sycamore
Plaza II Rfdg (Acquired 7/28/98, Cost
$1,005,000) (a)
1,220 1,220 Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg (FGIC
Insd) (c)
1,285 1,285 Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg (FGIC
Insd) (c)
1,350 1,350 Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg (FGIC
Insd) (c)
1,640 1,640 South Tahoe, CA Jt Pwr Fin Auth Rev S
Tahoe Redev Proj Area 1-A Rfdg (FSA Insd)
5,000 5,000 Southern CA Pub Pwr Auth Pwr Proj Rev
Multi-Projs
945 945 Stanton, CA Multi-Family Rev Hsg Contl
Garden Apts (AMT) (Variable Rate Coupon)
(FNMA Collateralized)
1,745 1,745 State Center, CA Cmnty Election 2002 Ser
A (MBIA Insd)
1,000 1,000 Stockton, CA South Stockton Cmnty Fac
Dist Spl Tax No 90-1 Rfdg
1,260 1,260 Sweetwater, CA Auth Wtr Rev (FSA Insd)
2,000 2,000 University of CA Ctf Part San Diego
Campus Proj Ser A
6,000 6,000 University of CA Rev Hosp UCLA Med Ctr
Ser A (AMBAC Insd)
1,000 1,000 University of CA Rev Resh Fac Ser E
(AMBAC Insd)
VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- -------------------------------------------------------------------------------------------------------------
Poway, CA Redev Agy Tax Alloc Paguay
Redev Proj Ser A (MBIA Insd) 5.000 06/15/33 1,022,090 1,022,090
Rancho Cordova Cmnty Fac Dist CA Spl Tax
No 2003-1 Sunridge Anatolia 6.000 09/01/24 2,058,980 2,058,980
Rancho Cucamonga, CA Redev Agy Tax Alloc
Rancho Redev Proj (FSA Insd) 5.250 09/01/20 1,092,040 1,092,040
Rancho Mirage, CA Redev Agy Tax Alloc
Redev Plan 1984 Proj Ser A-E (MBIA Insd) 5.250 04/01/33 2,654,910 2,654,910
Redlands, CA Redev Agy Tax Alloc Redev
Proj Ser A Rfdg (MBIA Insd) 4.750 08/01/21 1,848,654 1,848,654
Redondo Beach, CA Pub Fin Auth Rev South
Bay Ctr Redev Proj 7.000 07/01/16 1,060,240 1,060,240
Redwood City, CA Sch Dist (FGIC Insd) 5.000 07/15/23 4,208,680 4,208,680
Redwood City, CA Sch Dist (FGIC Insd) 5.000 07/15/27 3,099,570 3,099,570
Richmond, CA Rev YMCA East Bay Proj Rfdg 7.250 06/01/17 1,044,450 1,044,450
Sacramento Cnty, CA Santn Dist Fin Auth
Rev Ser A 5.875 12/01/27 1,470,952 2,101,360 3,572,312
Sacramento Cnty, CA Santn Dist Fin Auth
Rev Ser A Rfdg (AMBAC Insd) 5.500 12/01/16 2,338,680 2,338,680
Sacramento Cnty, CA Wtr Fin Auth Rev Agy
Zones 40 41 Wtr Sys Proj (AMBAC Insd)
(c) 5.000 06/01/17 1,482,237 1,482,237
Sacramento, CA City Fin Auth City Hall &
Redev Proj Ser A (FSA Insd) 5.000 12/01/28 2,058,220 2,058,220
Sacramento, CA City Fin Auth Rev Cap
Impt (AMBAC Insd) 5.000 12/01/33 1,796,865 2,053,560 3,850,425
Sacramento, CA Cogeneration Auth
Cogeneration Proj Rev Proctor & Gamble
Proj 6.375 07/01/10 727,174 727,174
Salinas Vly, CA Solid Waste Auth Rev
(AMT) (AMBAC Insd) 5.250 08/01/31 2,070,000 2,070,000
San Bernardino, CA Jt Pwrs Fin Auth Ctf
Part (MBIA Insd) 5.500 09/01/20 2,241,500 2,241,500
San Bernardino, CA Redev Agy Tax Alloc
San Sevaine Redev Proj Ser A 7.000 09/01/24 2,710,150 2,710,150
San Diego Cnty, CA Wtr Auth Wtr Rev Ctf
Part Ser B (Inverse Fltg) (Prerefunded @
04/27/06) (Variable Rate Coupon) (MBIA
Insd) (e) 10.820 04/08/21 7,001,280 7,001,280
San Diego, CA Pub Fac Fin Auth Swr Rev
(FGIC Insd) 5.000 05/15/20 1,021,850 1,021,850
San Diego, CA Redev Agy Centre City
Redev Proj Ser A 6.400 09/01/25 1,065,400 1,065,400
San Francisco, CA City & Cnty Arpt Commn
Intl Arpt Rev Second Ser Issue 12-A
(AMT) (FGIC Insd) 5.800 05/01/21 1,048,590 1,048,590
San Francisco, CA City & Cnty Arpt Commn
Intl Arpt Second Ser 27A Rfdg (AMT)
(MBIA Insd) 5.250 05/01/26 1,032,500 1,032,500
San Francisco, CA City & Cnty Arpt Commn
Intl Arpt Second Ser 27A Rfdg (AMT)
(MBIA Insd) 5.250 05/01/31 3,080,550 3,080,550
San Francisco, CA City & Cnty Arpt Commn
Intl Arpt Rev Second Ser 30 Rfdg (XLCA
Insd) 5.250 05/01/16 1,680,990 1,680,990
San Francisco, CA City & Cnty Arpt Commn
Intl Arpt Rev Second Ser Issue 12-A
(AMT) (FGIC Insd) 5.800 05/01/21 2,097,180 2,097,180
San Francisco, CA City & Cnty Redev Agy
Lease Rev George Moscone (XLCA Insd) * 07/01/12 2,415,106 2,415,106
San Francisco, CA City & Cnty Redev Agy
Lease Rev George Moscone (XLCA Insd) * 07/01/14 1,441,179 1,441,179
San Jose, CA Fin Auth Lease Rev
Convention Ctr Proj Ser F Rfdg (MBIA
Insd) 5.000 09/01/17 5,430,850 1,086,170 6,517,020
San Jose, CA Single Family Mtg Rev Cap
Accumulator (Escrowed to Maturity)
(GEMIC Insd) * 04/01/16 620,290 620,290
San Leandro, CA Ctf Part Lib & Fire
Stations Fin (AMBAC Insd) 5.700 11/01/20 1,819,184 1,819,184
San Leandro, CA Ctf Part Lib & Fire
Stations Fin (AMBAC Insd) 5.750 11/01/29 2,226,960 2,226,960
San Marcos, CA Pub Fac Auth Sub Tax
Incrmnt Proj Area 3 Ser A 6.750 10/01/30 1,088,030 1,088,030
San Mateo, CA Uni High Sch Dist Rfdg
(FSA Insd) 5.000 09/01/23 2,910,845 2,910,845
San Ramon Vly, CA Sch Dist Election 2002
(FSA Insd) 5.000 08/01/24 3,171,810 1,057,270 4,229,080
Santa Ana, CA Multi-Family Hsg Rev Villa
Del Sol Apts Ser B (AMT) (FNMA
Collateralized) 5.650 11/01/21 1,015,190 1,015,190
Santa Ana, CA Uni Sch Dist (MBIA Insd) 5.375 08/01/27 3,029,949 3,029,949
Semitropic Impt Dist Semitropic Wtr
Storage Dist CA Wtr Ser A (XLCA Insd) 5.125 12/01/35 3,330,336 3,330,336
Simi Vly, CA Cmnty Dev Agy Coml Sycamore
Plaza II Rfdg (Acquired 7/28/98, Cost
$1,005,000) (a) 6.000 09/01/12 1,051,933 1,051,933
Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg (FGIC
Insd) (c) 5.250 09/01/20 1,335,863 1,335,863
Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg (FGIC
Insd) (c) 5.250 09/01/21 1,401,036 1,401,036
Simi Vly, CA Cmnty Dev Agy Tax Alloc
Tapo Canyon & West End Proj Rfdg (FGIC
Insd) (c) 5.250 09/01/22 1,464,588 1,464,588
South Tahoe, CA Jt Pwr Fin Auth Rev S
Tahoe Redev Proj Area 1-A Rfdg (FSA Insd) 5.000 10/01/29 1,692,398 1,692,398
Southern CA Pub Pwr Auth Pwr Proj Rev
Multi-Projs 6.750 07/01/12 6,026,900 6,026,900
Stanton, CA Multi-Family Rev Hsg Contl
Garden Apts (AMT) (Variable Rate Coupon)
(FNMA Collateralized) 5.625 08/01/29 1,011,585 1,011,585
State Center, CA Cmnty Election 2002 Ser
A (MBIA Insd) 5.500 08/01/28 1,916,865 1,916,865
Stockton, CA South Stockton Cmnty Fac
Dist Spl Tax No 90-1 Rfdg 6.400 09/01/15 1,048,830 1,048,830
Sweetwater, CA Auth Wtr Rev (FSA Insd) 5.500 04/01/17 1,406,185 1,406,185
University of CA Ctf Part San Diego
Campus Proj Ser A 5.250 01/01/32 2,079,120 2,079,120
University of CA Rev Hosp UCLA Med Ctr
Ser A (AMBAC Insd) 5.250 05/15/30 6,322,680 6,322,680
University of CA Rev Resh Fac Ser E
(AMBAC Insd) 5.000 09/01/19 1,077,290 1,077,290
I-43
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST (VQC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VQC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- --------------------------------------------------------------------------------------------
1,000 1,000 Ventura Cnty, CA Cmnty College Ser A
(MBIA Insd)
2,000 2,000 Ventura Cnty, CA Ctf Part Pub Fin Auth I
(FSA Insd)
1,000 1,000 Vista, CA Mobile Home Pk Rev Estrella De
Oro Mobile Home Ser A (Prerefunded @
02/01/25)
1,000 1,000 Woodland, CA Fin Auth Lease Rev Cap Proj
Rfdg (XLCA Insd)
PUERTO RICO 4.5%
5,000 5,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy
Rev Ser Y Rfdg (FSA Insd)
1,000 1,000 Puerto Rico Comwlth Hwy & Tran Rev Tran
Rev Sub (FGIC Insd)
2,000 2,000 4,000 Puerto Rico Elec Pwr Auth Pwr Rev Ser II
(XLCA Insd)
U. S. VIRGIN ISLANDS 2.1%
1,000 1,000 2,000 Virgin Islands Pub Fin Auth Rev Gross
Rcpt Taxes Ln Nt Ser A
1,000 1,000 2,000 Virgin Islands Pub Fin Auth Rev Gross
Rcpt Taxes Ln Nt Ser A
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross
Rcpt Taxes Ln Nt Ser A (ACA Insd)
VQC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- -------------------------------------------------------------------------------------------------------------
Ventura Cnty, CA Cmnty College Ser A
(MBIA Insd) 5.500 08/01/23 1,114,960 1,114,960
Ventura Cnty, CA Ctf Part Pub Fin Auth I
(FSA Insd) 5.250 08/15/15 2,198,060 2,198,060
Vista, CA Mobile Home Pk Rev Estrella De
Oro Mobile Home Ser A (Prerefunded @
02/01/25) 5.875 02/01/28 1,106,370 1,106,370
Woodland, CA Fin Auth Lease Rev Cap Proj
Rfdg (XLCA Insd) 5.000 03/01/25 1,034,640 1,034,640
----------------------------------------------
232,868,883 149,937,242 382,806,125
----------------------------------------------
Puerto Rico Comwlth Hwy & Tran Auth Hwy
Rev Ser Y Rfdg (FSA Insd) 6.250 07/01/21 6,341,300 6,341,300
Puerto Rico Comwlth Hwy & Tran Rev Tran
Rev Sub (FGIC Insd) 5.250 07/01/16 1,127,080 1,127,080
Puerto Rico Elec Pwr Auth Pwr Rev Ser II
(XLCA Insd) 5.375 07/01/17 2,243,380 2,243,380 4,486,760
----------------------------------------------
2,243,380 9,711,760 11,955,140
----------------------------------------------
Virgin Islands Pub Fin Auth Rev Gross
Rcpt Taxes Ln Nt Ser A 6.375 10/01/19 1,158,180 1,158,180 2,316,360
Virgin Islands Pub Fin Auth Rev Gross
Rcpt Taxes Ln Nt Ser A 6.500 10/01/24 1,161,490 1,161,490 2,322,980
Virgin Islands Pub Fin Auth Rev Gross
Rcpt Taxes Ln Nt Ser A (ACA Insd) 6.125 10/01/29 1,120,460 1,120,460
----------------------------------------------
3,440,130 2,319,670 5,759,800
----------------------------------------------
VQC VCV PROFORMA
MARKET VALUE MARKET VALUE MARKET VALUE
---------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS 149.2% 238,552,393 161,968,672 400,521,065
(COST $367,342,307).......................................
TOTAL SHORT-TERM INVESTMENTS 0.1% - 200,000 200,000
---------------------------------------------------------
(COST $200,000)...........................................
TOTAL INVESTMENTS 149.3% 238,552,393 162,168,672 400,721,065
(COST $367,542,307).......................................
OTHER ASSETS IN EXCESS OF LIABILITIES 1.0% 2,529,735 277,279 2,807,014
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (50.3%) (75,015,404) (60,010,848) (135,026,252)
---------------------------------------------------------
NET ASSETS 100.0% $ 166,066,724 $ 102,435,103 $ 268,501,827 (F)
=========================================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero coupon bond
(a) These securities are restricted and may be resold only in transactions
exempt from registration which are normally those transactions with qualified
institutional buyers. Restricted securities comprise 3.9%, 0.0% and 2.4% of net
assets applicable to common shares of Van Kampen California Quality Municipal
Trust, Van Kampen California Value Municipal Income Trust and Proforma,
respectively.
(b) Security is a "step-up" bond where the coupon increases or steps up at a
predetermined date.
(c) The Trust owns 100% of the bond issuance.
(d) Securities purchased on a when-issued or delayed delivery basis.
(e) An Inverse Floating Rate security is one where the coupon is inversely
indexed to a short-term floating interest rate multiplied by a specific factor.
As the floating rate rises, the coupon is reduced. Conversely, as the floating
rate declines, the coupon is increased. The price of these securities may be
more volatile than the price of a comparable fixed rate security. These
instruments are typically used by the Trust to enhance the yield of the
portfolio. All of the Trust's portfolio holdings, including derivative
instruments, are marked to market each day with the change in value reflected in
the unrealized appreciation/depreciation. Upon disposition, a realized gain or
loss is recognized accordingly.
(f) Does not reflect a non-recurring cost associated with this transaction of
approximately $197,220. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
------------------------------------------- ---------------
Van Kampen California Quality Municipal Trust $ 15,570 0.002
Van Kampen California Value Municipal Income Trust 181,650 0.030
-------------------------------------------
$197,220
===========================================
ACA -- American Capital Access Insurance Co.
AMBAC -- AMBAC Indemnity Corp.
AMT- Alternative Minimum Tax
Asset Gty - Asset Guaranty Insurance Co.
CA MTG - California Mortgage Insurance
CIFG - CDC IXIS Financial Guaranty
Connie Lee -- Connie Lee Insurance Co.
FGIC -- Financial Guaranty Insurance Co.
FNMA - Federal National Mortgage Association
FSA -- Financial Security Assurance Inc.
GEMIC - General Electric Mortgage Insurance Corp.
GNMA -- Government National Mortgage Association
MBIA -- Municipal Bond Investors Assurance Corp.
Radian - Radian Asset Assurance
XLCA - XL Capital Assurance Inc.
I-44
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 157.1%
CALIFORNIA 149.7%
$ 1,020 $1,020 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
$ 2,000 2,000 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
1,610 1,610 A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA Ctf Part
Childrens Hosp Med Ctr (AMBAC Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA Insd Rev Ctf
Lincoln Glen Manor Sr Citizens (CA MTG Insd)
1,000 1,000 2,000 Abag Fin Auth For Nonprofit Corp CA Multi-Family
Rev Hsg Utd Dominion Ser A Rfdg (AMT) (Asset Gty Insd)
1,000 1,000 Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg Utd
Dominion Ser B Rfdg (Variable Rate Coupon) (Asset Gty Insd)
1,485 1,485 Anaheim, CA City Sch Dist Election 2002 (FGIC Insd)
3,540 3,540 Anaheim, CA Pub Fin Auth Lease Rev Cap Apprec Pub Impt
Proj Ser C (FSA Insd)
1,000 1,000 Banning, CA Cmnty Redev Agy Tax Alloc Merged Downtown
(Radian Insd)
2,000 2,000 4,000 Bay Area Toll Auth CA Toll Brdg Rev San Francisco Bay Area Ser D
2,500 2,500 Beverly Hills, CA Pub Fin Auth Lease Rev Ser A (MBIA Insd)
3,535 3,535 Brea, CA Redev Agy Tax Alloc Ser A Rfdg (AMBAC Insd) (b)
1,390 1,390 Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg
(FSA Insd) (b)
1,510 1,510 Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg
(FSA Insd) (b)
2,000 2,000 Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A
(AMBAC Insd)
1,500 1,500 Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A
(AMBAC Insd)
1,000 1,000 2,000 California Edl Fac Auth Rev Pooled College & Univ Proj Ser B
1,000 1,000 2,000 California Edl Fac Auth Rev Pooled College & Univ Proj Ser B
505 505 1,010 California Edl Fac Auth Rev Student Ln CA Ln Pgm Ser A (AMT)
(MBIA Insd)
175 175 California Hlth Fac Fin Auth Rev Hlth Fac Small Fac Ln Ser A
(CA MTG Insd)
275 275 California Hlth Fac Fin Auth Rev Hlth Fac Small Fac Ln Ser A
(CA MTG Insd)
2,500 2,500 California Hlth Fac Fin Auth Rev Insd Hlth Fac Vlycare Ser A
(CA MTG Insd)
975 975 California Hsg Fin Agy Rev Home Mtg Ser M (AMT) (MBIA Insd)
1,000 1,000 2,000 California Hsg Fin Agy Rev Multi-Family Hsg III Ser A (AMT)
(MBIA Insd)
2,000 2,000 California Infrastructure & Econ Dev Bk Rev Bay Area Toll Brdgs
First Lien Ser A (FGIC Insd)
1,000 1,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Gas & Elec
Ser A Rfdg (MBIA Insd)
2,000 3,000 5,000 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Pacific
Gas & Elec Ser A Rfdg (AMT) (FGIC Insd)
4,500 4,500 California Pollutn Ctl Fin Auth Pollutn Ctl Rev Southn
CA Edison Co (AMT) (AMBAC Insd)
215 215 California Rural Home Mtg Fin Auth Single Family Mtg Rev
Mtg Bkd Secs Pgm Ser B (AMT) (GNMA Collateralized)
50 50 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg
Bkd Secs Pgm Ser C (AMT) (GNMA Collateralized)
70 70 California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg
Bkd Secs Ser A2 (AMT) (GNMA Collateralized)
2,110 2,110 California Spl Dists Fin Prog Ser 00 (MBIA Insd) (b)
2,400 2,400 California St (AMBAC Insd)
1,000 1,000 California St (CIFG Insd)
1,000 1,000 California St (FGIC Insd)
1,000 1,000 California St (MBIA Insd)
2,000 2,000 California St Dept Wtr Res Pwr Ser A (AMBAC Insd)
1,000 1,000 California St Dept Wtr Res Wtr Ser W
1,585 1,585 California St Pub Wks Brd Dept Corrections Ser C
1,000 1,000 California St Pub Wks Brd Dept Corrections Ser C
3,000 3,000 California St Pub Wks Brd Energy Efficiency Rev Ser A
(FSA Insd)
1,255 1,255 California St Rfdg (XLCA Insd)
1,000 1,000 California St Univ Fresno Assn Sr Aux Organization Event Ctr
1,000 1,000 California St Univ Fresno Assn Sr Aux Organization Event Ctr
1,000 3,000 4,000 California St Vet Bd Ser BH (AMT) (FSA Insd)
2,000 2,000 4,000 California St Vet Bd Ser BH (AMT) (FSA Insd)
1,000 1,000 California Statewide Cmntys Dev Huntington Mem Hosp
(Connie Lee Insd)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (b)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (b)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (b)
1,085 1,085 Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (b)
2,000 2,000 Central Vly Fin Auth CA Cogeneration Proj Rev Carson
Ice Gen Proj Rev (MBIA Insd)
1,000 1,500 2,500 Chaffey, CA Uni High Sch Dist Ser C (FSA Insd)
1,440 1,440 Chino Basin, CA Regl Fin Auth Rev Muni Wtr Dist Swr Sys Proj
(AMBAC Insd)
1,700 1,700 Chino Vly Uni Sch Dist CA Ctf Part Ser A Rfdg (FSA Insd)
2,000 2,000 Chula Vista, CA Indl Dev Rev San Diego Gas Ser A
2,900 2,900 Colton, CA Jt Uni Sch Dist Ser A (FGIC Insd)
1,000 1,000 Colton, CA Redev Agy Tax Alloc Mt Vernon Corridor Redev Proj
1,580 1,580 Commerce, CA Refuse Energy Auth Rev Rfdg (MBIA Insd) (b) (c)
VIC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd) * 08/01/17 $ 583,634 $ 583,634
A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd) * 08/01/21 $ 904,260 904,260
A B C CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd) * 08/01/22 682,559 682,559
Abag Fin Auth For Nonprofit Corp CA Ctf Part
Childrens Hosp Med Ctr (AMBAC Insd) 5.875% 12/01/19 1,144,590 1,144,590
Abag Fin Auth For Nonprofit Corp CA Insd Rev Ctf
Lincoln Glen Manor Sr Citizens (CA MTG Insd) 6.100 02/15/25 1,081,310 1,081,310
Abag Fin Auth For Nonprofit Corp CA Multi-Family
Rev Hsg Utd Dominion Ser A Rfdg (AMT) (Asset Gty Insd) 6.400 08/15/30 1,092,660 1,092,660 2,185,320
Abag Fin Auth For Nonprofit Corp CA Multi-Family Rev Hsg Utd
Dominion Ser B Rfdg (Variable Rate Coupon) (Asset Gty Insd) 6.250 08/15/30 1,094,810 1,094,810
Anaheim, CA City Sch Dist Election 2002 (FGIC Insd) 5.375 08/01/20 1,655,493 1,655,493
Anaheim, CA Pub Fin Auth Lease Rev Cap Apprec Pub Impt
Proj Ser C (FSA Insd) * 09/01/32 798,341 798,341
Banning, CA Cmnty Redev Agy Tax Alloc Merged Downtown
(Radian Insd) 5.000 08/01/23 1,027,530 1,027,530
Bay Area Toll Auth CA Toll Brdg Rev San Francisco Bay Area Ser D 5.000 04/01/17 2,174,760 2,174,760 4,349,520
Beverly Hills, CA Pub Fin Auth Lease Rev Ser A (MBIA Insd) 5.250 06/01/12 2,828,075 2,828,075
Brea, CA Redev Agy Tax Alloc Ser A Rfdg (AMBAC Insd) (b) 5.500 08/01/20 3,964,891 3,964,891
Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg
(FSA Insd) (b) 5.500 08/01/19 1,574,953 1,574,953
Brea & Olinda, CA Uni Sch Dist Ctf Part Ser A Rfdg
(FSA Insd) (b) 5.500 08/01/20 1,704,684 1,704,684
Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A
(AMBAC Insd) 5.250 12/01/19 2,207,300
Burbank, CA Pub Fin Auth Rev Golden State Redev Proj Ser A
(AMBAC Insd) 5.250 12/01/23 1,622,040 1,622,040
California Edl Fac Auth Rev Pooled College & Univ Proj Ser B 5.250 04/01/24 1,012,180 1,012,180 2,024,360
California Edl Fac Auth Rev Pooled College & Univ Proj Ser B 6.750 06/01/30 1,087,360 1,087,360 2,174,720
California Edl Fac Auth Rev Student Ln CA Ln Pgm Ser A (AMT)
(MBIA Insd) 6.000 03/01/16 536,628 536,628 1,073,256
California Hlth Fac Fin Auth Rev Hlth Fac Small Fac Ln Ser A
(CA MTG Insd) 6.700 03/01/11 175,464 175,464
California Hlth Fac Fin Auth Rev Hlth Fac Small Fac Ln Ser A
(CA MTG Insd) 6.750 03/01/20 275,954 275,954
California Hlth Fac Fin Auth Rev Insd Hlth Fac Vlycare Ser A
(CA MTG Insd) 6.125 05/01/12 2,505,075 2,505,075
California Hsg Fin Agy Rev Home Mtg Ser M (AMT) (MBIA Insd) 5.550 08/01/17 1,025,817 1,025,817
California Hsg Fin Agy Rev Multi-Family Hsg III Ser A (AMT)
(MBIA Insd) 5.850 08/01/17 1,048,140 1,048,140 2,096,280
California Infrastructure & Econ Dev Bk Rev Bay Area Toll Brdgs
First Lien Ser A (FGIC Insd) 5.000 07/01/29 2,064,500 2,064,500
California Pollutn Ctl Fin Auth Pollutn Ctl Rev Gas & Elec
Ser A Rfdg (MBIA Insd) 5.900 06/01/14 1,187,840 1,187,840
California Pollutn Ctl Fin Auth Pollutn Ctl Rev Pacific
Gas & Elec Ser A Rfdg (AMT) (FGIC Insd) 3.500 12/01/23 2,046,780 3,070,170 5,116,950
California Pollutn Ctl Fin Auth Pollutn Ctl Rev Southn
CA Edison Co (AMT) (AMBAC Insd) 6.000 07/01/27 4,512,420 4,512,420
California Rural Home Mtg Fin Auth Single Family Mtg Rev
Mtg Bkd Secs Pgm Ser B (AMT) (GNMA Collateralized) 6.150 06/01/20 219,038 219,038
California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg
Bkd Secs Pgm Ser C (AMT) (GNMA Collateralized) 7.500 08/01/27 51,692 51,692
California Rural Home Mtg Fin Auth Single Family Mtg Rev Mtg
Bkd Secs Ser A2 (AMT) (GNMA Collateralized) 7.950 12/01/24 70,701 70,701
California Spl Dists Fin Prog Ser 00 (MBIA Insd) (b) 5.250 12/01/26 2,243,584 2,243,584
California St (AMBAC Insd) 6.400 09/01/08 2,758,632 2,758,632
California St (CIFG Insd) 5.000 10/01/22 1,055,820 1,055,820
California St (FGIC Insd) 5.000 10/01/23 1,033,500 1,033,500
California St (MBIA Insd) 5.000 02/01/26 1,039,820 1,039,820
California St Dept Wtr Res Pwr Ser A (AMBAC Insd) 5.500 05/01/16 2,284,560 2,284,560
California St Dept Wtr Res Wtr Ser W 5.500 12/01/17 1,130,590 1,130,590
California St Pub Wks Brd Dept Corrections Ser C 5.000 06/01/09 1,729,219 1,729,219
California St Pub Wks Brd Dept Corrections Ser C 5.500 06/01/23 1,089,060 1,089,060
California St Pub Wks Brd Energy Efficiency Rev Ser A
(FSA Insd) 5.250 05/01/08 3,038,310 3,038,310
California St Rfdg (XLCA Insd) 5.500 03/01/11 1,421,062 1,421,062
California St Univ Fresno Assn Sr Aux Organization Event Ctr 6.000 07/01/26 1,064,900 1,064,900
California St Univ Fresno Assn Sr Aux Organization Event Ctr 6.000 07/01/31 1,055,770 1,055,770
California St Vet Bd Ser BH (AMT) (FSA Insd) 5.400 12/01/15 1,025,850 3,077,550 4,103,400
California St Vet Bd Ser BH (AMT) (FSA Insd) 5.400 12/01/16 2,051,700 2,051,700 4,103,400
California Statewide Cmntys Dev Huntington Mem Hosp
(Connie Lee Insd) 5.750 07/01/16 1,079,820 1,079,820
Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (b) * 08/01/30 274,711 274,711
Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (b) * 08/01/31 259,228 259,228
Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (b) * 08/01/32 244,928 244,928
Cathedral City, CA Pub Fin Auth Rev Cap Apprec Ser A
(MBIA Insd) (b) * 08/01/33 231,615 231,615
Central Vly Fin Auth CA Cogeneration Proj Rev Carson
Ice Gen Proj Rev (MBIA Insd) 5.000 07/01/17 2,163,580 2,163,580
Chaffey, CA Uni High Sch Dist Ser C (FSA Insd) 5.000 05/01/27 1,036,080 1,554,120 2,590,200
Chino Basin, CA Regl Fin Auth Rev Muni Wtr Dist Swr Sys Proj
(AMBAC Insd) 7.000 08/01/08 1,680,293 1,680,293
Chino Vly Uni Sch Dist CA Ctf Part Ser A Rfdg (FSA Insd) 5.375 09/01/20 1,895,653 1,895,653
Chula Vista, CA Indl Dev Rev San Diego Gas Ser A 5.300 07/01/21 2,144,880 2,144,880
Colton, CA Jt Uni Sch Dist Ser A (FGIC Insd) 5.500 08/01/22 3,248,261 3,248,261
Colton, CA Redev Agy Tax Alloc Mt Vernon Corridor Redev Proj 6.300 09/01/36 1,064,650 1,064,650
Commerce, CA Refuse Energy Auth Rev Rfdg (MBIA Insd) (b) (c) 5.000 07/01/06 1,622,897 1,622,897
I-45
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- -----------------------------------------------------------------------------------------------------------
1,230 1,230 Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd)
1,110 1,110 Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd)
1,965 1,965 Contra Costa Cnty, CA Ctf Part Merrithew Mem Hosp Proj Rfdg
(MBIA Insd)
1,000 1,000 Corona, CA Ctf Part Clearwater Cogeneration Proj (MBIA Insd)
1,250 1,250 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd)
1,595 1,595 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd)
1,735 1,735 Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd) (b)
1,360 1,360 Csuci Fin Auth Rev CA East Campus Cmnty Ser A (LOC - Citibank)
(MBIA Insd)
1,245 1,245 Duarte, CA Multi-Family Rev Hsg Heritage Park Apt Ser A
(AMT) (FNMA Collateralized)
2,000 2,000 East Bay, CA Muni Util Dist Wtr Sys Rev Sub
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd)
1,000 1,000 El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd)
1,000 1,000 2,000 Fairfield Suisun, CA Uni Sch Dist Spl Tax Cmnty Fac Dist
No 5 New Sch (FSA Insd)
3,000 3,000 Florin, CA Res Consv Dist Cap Impt Elk Grove Wtr Svc Ser A
(MBIA Insd)
1,000 1,000 Folsom, CA Spl Tax Cmnty Fac Dist No 2 Rfdg (Connie Lee Insd)
1,010 1,010 Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1
Cap Apprec Ser A (AMBAC Insd) (b)
1,060 1,060 Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1
Cap Apprec Ser A (AMBAC Insd) (b)
1,950 1,950 Fontana, CA Redev Agy Tax Alloc Southwest Indl Pk Proj
(MBIA Insd)
10,000 10,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
6,000 6,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
5,000 5,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg
2,950 2,950 Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec
Sr Lien Ser A (Escrowed to Maturity)
3,000 3,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap
Apprec Rfdg (a)
3,000 3,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap
Apprec Sr Lien Ser A (Escrowed to Maturity) (a)
1,000 1,000 Foothill/Eastern Corridor Agy CA Toll Rd Rev Rfdg
1,000 1,000 Galt Schs Jt Pwrs Auth CA Rev High Sch & Elem Sch Ser A
Rfdg (MBIA Insd)
1,115 1,115 Garden Grove, CA Pub Fin Auth Rev Ctfs Partn Wtr Svcs
Cap Impt Pgm (FSA Insd)
1,500 1,500 Glendale, CA Uni Sch Dist Ser C Indl No 1 (FSA Insd)
1,680 1,680 Glendale, CA Uni Sch Dist Ser D (MBIA Insd) (b)
1,000 1,000 Imperial Irr Dist CA Ctf Part Elec Sys Proj (FSA Insd)
1,000 2,000 3,000 Industry, CA Urban Dev Agy Tax Alloc Civic Rev Indl No 1 Rfdg
(MBIA Insd)
1,000 1,000 Inland Empire Solid Waste Fin Auth CA Rev Landfill Impt Fin Proj
Ser B (AMT) (Prerefunded @ 08/01/06) (FSA Insd)
1,000 1,000 Irvine, CA Pub Fac & Infrastructure Auth Assmt Rev Ser B
(AMBAC Insd)
1,000 1,000 Kern, CA Cmnty College Sch Fac Impt Dist Mammoth
Campus/Kern Cmnty (AMBAC Insd)
1,000 1,000 La Quinta, CA Fin Auth Loc Ser A (AMBAC Insd)
1,420 1,420 La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1
(AMBAC Insd)
1,600 1,600 La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1
Rfdg (MBIA Insd)
1,000 1,000 Laguna Hills, CA Ctf Part Cmnty Ctr Proj (MBIA Insd)
1,105 1,105 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (b)
1,145 1,145 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (b)
1,020 1,020 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd)
1,255 1,255 Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (b)
1,000 1,000 Loma Linda, CA Redev Agy Tax Loma Linda Redev Proj Rfdg
(MBIA Insd)
1,000 1,000 Long Beach, CA Bd Fin Auth Lease Rev Rainbow Harbor
Refin Proj Ser A (AMBAC Insd)
1,685 1,685 Long Beach, CA Bd Fin Auth North Long Beach Redev Proj Ser A
(AMBAC Insd)
1,000 1,000 2,000 Los Angeles, CA Cmnty College Dist Ser A (MBIA Insd)
1,000 1,000 Los Angeles, CA Ctf Part Dept Pub Social Svcs Ser A
(AMBAC Insd)
1,000 1,000 2,000 Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L. A.
(AMBAC Insd)
1,473 1,473 Los Angeles, CA Multi-Family Rev Hsg Earthquake
Rehab Proj Ser A (AMT) (FNMA Collateralized)
1,000 1,000 Los Angeles, CA Wtr & Pwr Rev Ser A
1,000 1,000 2,000 Los Gatos, CA Jt Uni High Sch Election of 1998 Ser C
(FSA Insd)
3,650 3,650 Manhattan Beach, CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd)
1,000 1,000 Mendocino Cnty, CA Ctf Part Cnty Pub Fac Corp (MBIA Insd)
1,000 2,400 3,400 Metropolitan Wtr Dist Southn CA Auth Ser B2 (FGIC Insd)
3,240 3,240 Midpeninsula Regl Open Space Dist CA Fin
Auth Rev Cap Apprec Second Issue (AMBAC Insd)
VIC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd) 5.500 06/01/25 1,364,833 1,364,833
Compton, CA Uni Sch Dist Election of 2002 Ser B (MBIA Insd) 5.000 06/01/29 1,148,861 1,148,861
Contra Costa Cnty, CA Ctf Part Merrithew Mem Hosp Proj Rfdg
(MBIA Insd) 5.500 11/01/22 2,153,424 2,153,424
Corona, CA Ctf Part Clearwater Cogeneration Proj (MBIA Insd) 5.000 09/01/17 1,086,590 1,086,590
Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd) * 09/01/16 754,075 754,075
Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd) * 09/01/17 909,325 909,325
Corona Norco, CA Uni Sch Dist Cap Apprec Ser B (FSA Insd) (b) * 09/01/18 934,055 934,055
Csuci Fin Auth Rev CA East Campus Cmnty Ser A (LOC - Citibank)
(MBIA Insd) 5.125 09/01/21 1,446,075 1,446,075
Duarte, CA Multi-Family Rev Hsg Heritage Park Apt Ser A
(AMT) (FNMA Collateralized) 5.850 05/01/30 1,293,779 1,293,779
East Bay, CA Muni Util Dist Wtr Sys Rev Sub 5.250 06/01/19 2,183,180 2,183,180
El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd) 5.600 09/01/29 1,095,480 1,095,480
El Monte, CA Wtr Auth Rev Wtr Sys Proj (AMBAC Insd) 5.600 09/01/34 1,095,810 1,095,810
Fairfield Suisun, CA Uni Sch Dist Spl Tax Cmnty Fac Dist
No 5 New Sch (FSA Insd) 5.375 08/15/29 1,065,440 1,065,440 2,130,880
Florin, CA Res Consv Dist Cap Impt Elk Grove Wtr Svc Ser A
(MBIA Insd) 5.000 09/01/33 3,076,560 3,076,560
Folsom, CA Spl Tax Cmnty Fac Dist No 2 Rfdg (Connie Lee Insd) 5.250 12/01/19 1,102,130 1,102,130
Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1
Cap Apprec Ser A (AMBAC Insd) (b) * 10/01/19 511,252 511,252
Folsom Cordova, CA Uni Sch Dist Fac Impt Dist No 1
Cap Apprec Ser A (AMBAC Insd) (b) * 10/01/21 475,410 475,410
Fontana, CA Redev Agy Tax Alloc Southwest Indl Pk Proj
(MBIA Insd) 5.200 09/01/30 2,044,380 2,044,380
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg * 01/15/25 3,046,400 3,046,400
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg * 01/15/30 1,344,120 1,344,120
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec Rfdg * 01/15/31 1,053,350 1,053,350
Foothill/Eastern Corridor Agy CA Toll Rd Rev Cap Apprec
Sr Lien Ser A (Escrowed to Maturity) * 01/01/27 977,364 977,364
Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap
Apprec Rfdg (a) 0/5.875 01/15/27 2,396,610 2,396,610
Foothill/Eastern Corridor Agy CA Toll Rd Rev Conv Cap
Apprec Sr Lien Ser A (Escrowed to Maturity) (a) 0/7.050 01/01/10 3,559,140 3,559,140
Foothill/Eastern Corridor Agy CA Toll Rd Rev Rfdg 5.750 01/15/40 1,011,950 1,011,950
Galt Schs Jt Pwrs Auth CA Rev High Sch & Elem Sch Ser A
Rfdg (MBIA Insd) 5.750 11/01/16 1,121,580 1,121,580
Garden Grove, CA Pub Fin Auth Rev Ctfs Partn Wtr Svcs
Cap Impt Pgm (FSA Insd) 5.000 12/15/23 1,183,662 1,183,662
Glendale, CA Uni Sch Dist Ser C Indl No 1 (FSA Insd) 5.500 09/01/19 1,679,070 1,679,070
Glendale, CA Uni Sch Dist Ser D (MBIA Insd) (b) 5.250 09/01/17 1,865,993 1,865,993
Imperial Irr Dist CA Ctf Part Elec Sys Proj (FSA Insd) 5.250 11/01/23 1,080,780 1,080,780
Industry, CA Urban Dev Agy Tax Alloc Civic Rev Indl No 1 Rfdg
(MBIA Insd) 5.500 05/01/14 1,085,540 2,171,080 3,256,620
Inland Empire Solid Waste Fin Auth CA Rev Landfill Impt Fin Proj
Ser B (AMT) (Prerefunded @ 08/01/06) (FSA Insd) 6.000 08/01/16 1,086,990 1,086,990
Irvine, CA Pub Fac & Infrastructure Auth Assmt Rev Ser B
(AMBAC Insd) 5.000 09/02/22 1,037,190 1,037,190
Kern, CA Cmnty College Sch Fac Impt Dist Mammoth
Campus/Kern Cmnty (AMBAC Insd) * 08/01/22 423,730 423,730
La Quinta, CA Fin Auth Loc Ser A (AMBAC Insd) 5.250 09/01/24 1,083,430 1,083,430
La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1
(AMBAC Insd) 5.000 09/01/22 1,513,649 1,513,649
La Quinta, CA Redev Agy Tax Alloc Redev Proj Area No 1
Rfdg (MBIA Insd) 7.300 09/01/08 1,888,704 1,888,704
Laguna Hills, CA Ctf Part Cmnty Ctr Proj (MBIA Insd) 5.000 12/01/18 1,081,170 1,081,170
Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (b) * 08/01/20 530,245 530,245
Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (b) * 08/01/21 517,609 517,609
Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) * 08/01/24 377,522 377,522
Larkspur, CA Sch Dist Cap Apprec Ser A (FGIC Insd) (b) * 08/01/25 435,498 435,498
Loma Linda, CA Redev Agy Tax Loma Linda Redev Proj Rfdg
(MBIA Insd) 5.125 07/01/30 1,050,100 1,050,100
Long Beach, CA Bd Fin Auth Lease Rev Rainbow Harbor
Refin Proj Ser A (AMBAC Insd) 5.250 05/01/24 1,073,250 1,073,250
Long Beach, CA Bd Fin Auth North Long Beach Redev Proj Ser A
(AMBAC Insd) 5.375 08/01/21 1,855,303 1,855,303
Los Angeles, CA Cmnty College Dist Ser A (MBIA Insd) 5.000 06/01/26 1,030,250 1,030,250 2,060,500
Los Angeles, CA Ctf Part Dept Pub Social Svcs Ser A
(AMBAC Insd) 5.500 08/01/31 1,083,490 1,083,490
Los Angeles, CA Ctf Part Sr Sonnenblick Del Rio W L. A.
(AMBAC Insd) 6.000 11/01/19 1,158,960 1,158,960 2,317,920
Los Angeles, CA Multi-Family Rev Hsg Earthquake
Rehab Proj Ser A (AMT) (FNMA Collateralized) 5.700 12/01/27 1,538,571 1,538,571
Los Angeles, CA Wtr & Pwr Rev Ser A 5.250 07/01/18 1,038,800 1,038,800
Los Gatos, CA Jt Uni High Sch Election of 1998 Ser C
(FSA Insd) 5.000 06/01/27 1,036,340 1,036,340 2,072,680
Manhattan Beach, CA Uni Sch Dist Cap Apprec Ser B (FGIC Insd) * 09/01/22 1,540,373 1,540,373
Mendocino Cnty, CA Ctf Part Cnty Pub Fac Corp (MBIA Insd) 5.250 06/01/30 1,054,700 1,054,700
Metropolitan Wtr Dist Southn CA Auth Ser B2 (FGIC Insd) 5.000 10/01/26 1,041,970 2,500,728 3,542,698
Midpeninsula Regl Open Space Dist CA Fin * 08/01/26 962,118
Auth Rev Cap Apprec Second Issue (AMBAC Insd)
I-46
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- --------------------------------------------------------------------------------------------------------------------------
3,180 3,180 Mount Diablo, CA Uni Sch Dist (FSA Insd)
1,000 1,000 Oakland, CA Uni Sch Dist Alameda Cnty (FSA Insd)
1,000 1,000 Oxnard, CA Harbor Dist Rev Ser B
1,000 1,000 Oxnard, CA Uni High Sch Dist Ser A Rfdg (MBIA Insd)
1,965 1,965 Pacifica, CA Wastewater Rev Rfdg (AMBAC Insd) (b)
1,230 1,230 Palm Desert, CA Fin Auth Tax Alloc Rev Proj Area No 2 Ser A Rfdg
(MBIA Insd) (b)
1,100 1,100 Pasadena, CA Area Cmnty College Dist Election of 2002 Ser A (FGIC
Insd)
1,500 1,500 Placentia-Yorba Linda, CA Uni Ser A (FGIC Insd)
1,000 1,000 Pomona, CA Ctf Part Mission Promenade Proj Ser AE (AMBAC Insd)
3,350 3,350 Port Oakland, CA Port Rev Ser G (AMT) (MBIA Insd)
3,000 3,000 Port Oakland, CA Ser N Rfdg (AMT) (MBIA Insd)
1,000 1,000 Rancho Cucamonga, CA Redev Agy Tax Alloc Rancho Redev Proj (FSA
Insd)
1,220 1,220 Rancho Mirage, CA Redev Agy Tax Redev Plan 1984 Proj Ser A 1
(MBIA Insd)
1,000 1,000 Redlands, CA Lease Rev Ctfs Partn Rfdg (AMBAC Insd)
1,000 1,000 Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A Rfdg (MBIA Insd)
1,650 1,650 Roseville, CA Jt Uni High Sch Dist Ser B (FGIC Insd)
2,000 2,000 Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A
2,000 2,000 Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A Rfdg (AMBAC
Insd)
1,360 1,360 Sacramento Cnty, CA Wtr Fin Auth Rev Agy Zones 40 41 Wtr Sys Proj
(AMBAC Insd) (b)
2,000 2,000 Sacramento, CA City Fin Auth Rev Cap Impt (AMBAC Insd)
700 700 Sacramento, CA Cogeneration Auth Cogeneration Proj Rev Proctor &
Gamble Proj
1,000 1,000 Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC Insd)
1,000 1,000 San Bernardino Cnty, CA Ctf Part Med Cent Fin Proj (MBIA Insd)
2,000 2,000 San Bernardino, CA Jt Pwrs Fin Auth Ctf Part (MBIA Insd)
1,000 1,000 San Diego, CA Pub Fac Fin Auth Swr Rev (FGIC Insd)
1,500 1,500 San Diego, CA Redev Agy Centre City Redev Proj Ser A
1,000 1,000 San Diego, CA Uni Port Dist Rev Ser B (MBIA Insd)
1,185 1,185 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second Ser
Issue 15B (MBIA Insd)
1,685 1,685 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Spl Fac
Lease Ser A (AMT) (FSA Insd)
1,000 1,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Second Ser 27A
Rfdg (AMT) (MBIA Insd)
1,000 1,500 2,500 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second Ser
30 Rfdg (XLCA Insd)
2,000 2,000 San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second Ser
Issue 12-A (AMT) (FGIC Insd)
1,000 1,000 San Jose, CA Fin Auth Lease Rev Convention Ctr Proj Ser F Rfdg
(MBIA Insd)
1,600 1,600 San Leandro, CA Ctf Part Lib & Fire Stations Fin (AMBAC Insd)
1,000 1,000 2,000 San Ramon Vly, CA Sch Dist Election 2002 (FSA Insd)
1,000 1,000 Sanger, CA Uni Sch Dist Rfdg (MBIA Insd)
1,500 1,500 Santa Ana, CA Multi-Family Hsg Rev Villa Del Sol Apts Ser B (AMT)
(FNMA Collateralized)
2,000 2,000 Santa Ana, CA Uni Sch Dist (MBIA Insd)
1,000 1,000 Santa Ana, CA Uni Sch Dist Ctf Part Cap Apprec Fin Proj (FSA Insd)
1,220 1,220 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End Proj
Rfdg (FGIC Insd) (b)
1,285 1,285 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End Proj
Rfdg (FGIC Insd) (b)
1,350 1,350 Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End Proj
Rfdg (FGIC Insd) (b)
2,000 2,000 South Orange Cnty, CA Pub Fin Auth Reassmt Rev (FSA Insd)
35 35 Southern CA Home Fin Auth Single Family Mtg Rev Ser A (AMT) (GNMA
Collateralized)
945 945 Stanton, CA Multi-Family Rev Hsg Contl Garden Apts (AMT)
(Variable Rate Coupon) (FNMA Collateralized)
1,260 1,260 Sweetwater, CA Auth Wtr Rev (FSA Insd)
1,300 1,300 Taft, CA City Elem Sch Dist Ser A (MBIA Insd) (b)
2,000 4,000 University of CA Ctf Part San Diego Campus Proj Ser A
2,000
4,000 4,000 University of CA Rev Hosp UCLA Med Ctr Ser A (AMBAC Insd)
1,000 1,000 University of CA Rev Resh Fac Ser E (AMBAC Insd)
1,200 1,200 Ventura Cnty, CA Cmnty College Ser A (MBIA Insd)
1,000 1,000 Vista, CA Uni Sch Dist Ser A (FSA Insd)
2,000 2,000 William S Hart CA Jt Sch Fin Auth Spl Tax Rev Cmnty Fac Rfdg (FSA
Insd)
1,000 1,000 2,000 Woodland, CA Fin Auth Lease Rev Cap Proj Rfdg (XLCA Insd)
PUERTO RICO 5.4%
5,000 5,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y Rfdg (FSA Insd)
1,000 1,000 Puerto Rico Comwlth Hwy & Tran Rev Tran Rev Sub (FGIC Insd)
2,000 2,000 Puerto Rico Elec Pwr Auth Pwr Rev Ser II (XLCA Insd)
VIC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- ---------------------------------------------------------------------------------------------------------------------------------
Mount Diablo, CA Uni Sch Dist (FSA Insd) 5.000 08/01/26 3,298,709 3,298,709
Oakland, CA Uni Sch Dist Alameda Cnty (FSA Insd) 5.000 08/01/17 1,049,360 1,049,360
Oxnard, CA Harbor Dist Rev Ser B 6.000 08/01/24 1,057,400 1,057,400
Oxnard, CA Uni High Sch Dist Ser A Rfdg (MBIA Insd) 6.200 08/01/30 1,159,430 1,159,430
Pacifica, CA Wastewater Rev Rfdg (AMBAC Insd) (b) 5.250 10/01/22 2,150,142 2,150,142
Palm Desert, CA Fin Auth Tax Alloc Rev Proj Area No 2 Ser A Rfdg
(MBIA Insd) (b) 5.000 08/01/21 1,318,708 1,318,708
Pasadena, CA Area Cmnty College Dist Election of 2002 Ser A (FGIC
Insd) 5.000 06/01/21 1,175,548 1,175,548
Placentia-Yorba Linda, CA Uni Ser A (FGIC Insd) 5.000 08/01/26 1,555,995 1,555,995
Pomona, CA Ctf Part Mission Promenade Proj Ser AE (AMBAC Insd) 5.375 10/01/32 1,064,830 1,064,830
Port Oakland, CA Port Rev Ser G (AMT) (MBIA Insd) 5.375 11/01/25 3,537,031 3,537,031
Port Oakland, CA Ser N Rfdg (AMT) (MBIA Insd) 5.000 11/01/22 3,113,160 3,113,160
Rancho Cucamonga, CA Redev Agy Tax Alloc Rancho Redev Proj (FSA
Insd) 5.250 09/01/20 1,092,040 1,092,040
Rancho Mirage, CA Redev Agy Tax Redev Plan 1984 Proj Ser A 1
(MBIA Insd) 5.000 04/01/26 1,260,028 1,260,028
Redlands, CA Lease Rev Ctfs Partn Rfdg (AMBAC Insd) 5.000 09/01/17 1,086,590 1,086,590
Redlands, CA Redev Agy Tax Alloc Redev Proj Ser A Rfdg (MBIA Insd) 4.750 08/01/21 1,027,030 1,027,030
Roseville, CA Jt Uni High Sch Dist Ser B (FGIC Insd) * 06/01/20 789,855 789,855
Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A 5.875 12/01/27 2,101,360 2,101,360
Sacramento Cnty, CA Santn Dist Fin Auth Rev Ser A Rfdg (AMBAC
Insd) 5.500 12/01/16 2,338,680 2,338,680
Sacramento Cnty, CA Wtr Fin Auth Rev Agy Zones 40 41 Wtr Sys Proj
(AMBAC Insd) (b) 5.000 06/01/17 1,482,237 1,482,237
Sacramento, CA City Fin Auth Rev Cap Impt (AMBAC Insd) 5.000 12/01/33 2,053,560 2,053,560
Sacramento, CA Cogeneration Auth Cogeneration Proj Rev Proctor &
Gamble Proj 6.375 07/01/10 727,174 727,174
Salinas Vly, CA Solid Waste Auth Rev (AMT) (AMBAC Insd) 5.250 08/01/27 1,040,600 1,040,600
San Bernardino Cnty, CA Ctf Part Med Cent Fin Proj (MBIA Insd) 5.000 08/01/28 1,033,120 1,033,120
San Bernardino, CA Jt Pwrs Fin Auth Ctf Part (MBIA Insd) 5.500 09/01/20 2,241,500 2,241,500
San Diego, CA Pub Fac Fin Auth Swr Rev (FGIC Insd) 5.000 05/15/20 1,021,850 1,021,850
San Diego, CA Redev Agy Centre City Redev Proj Ser A 6.400 09/01/25 1,598,100 1,598,100
San Diego, CA Uni Port Dist Rev Ser B (MBIA Insd) 5.000 09/01/24 1,057,680 1,057,680
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second Ser
Issue 15B (MBIA Insd) 4.800 05/01/17 1,236,832 1,236,832
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Spl Fac
Lease Ser A (AMT) (FSA Insd) 6.125 01/01/27 1,859,971 1,859,971
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Second Ser 27A
Rfdg (AMT) (MBIA Insd) 5.250 05/01/26 1,032,500 1,032,500
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second Ser
30 Rfdg (XLCA Insd) 5.250 05/01/16 1,120,660 1,680,990 2,801,650
San Francisco, CA City & Cnty Arpt Commn Intl Arpt Rev Second Ser
Issue 12-A (AMT) (FGIC Insd) 5.800 05/01/21 2,097,180 2,097,180
San Jose, CA Fin Auth Lease Rev Convention Ctr Proj Ser F Rfdg
(MBIA Insd) 5.000 09/01/17 1,086,170 1,086,170
San Leandro, CA Ctf Part Lib & Fire Stations Fin (AMBAC Insd) 5.700 11/01/20 1,819,184 1,819,184
San Ramon Vly, CA Sch Dist Election 2002 (FSA Insd) 5.000 08/01/24 1,057,270 1,057,270 2,114,540
Sanger, CA Uni Sch Dist Rfdg (MBIA Insd) 5.600 08/01/23 1,178,240 1,178,240
Santa Ana, CA Multi-Family Hsg Rev Villa Del Sol Apts Ser B (AMT)
(FNMA Collateralized) 5.650 11/01/21 1,522,785 1,522,785
Santa Ana, CA Uni Sch Dist (MBIA Insd) 5.375 08/01/27 2,148,900 2,148,900
Santa Ana, CA Uni Sch Dist Ctf Part Cap Apprec Fin Proj (FSA Insd) * 04/01/36 190,160 190,160
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End Proj
Rfdg (FGIC Insd) (b) 5.250 09/01/20 1,335,863 1,335,863
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End Proj
Rfdg (FGIC Insd) (b) 5.250 09/01/21 1,401,036 1,401,036
Simi Vly, CA Cmnty Dev Agy Tax Alloc Tapo Canyon & West End Proj
Rfdg (FGIC Insd) (b) 5.250 09/01/22 1,464,588 1,464,588
South Orange Cnty, CA Pub Fin Auth Reassmt Rev (FSA Insd) 5.800 09/02/18 2,279,980 2,279,980
Southern CA Home Fin Auth Single Family Mtg Rev Ser A (AMT) (GNMA
Collateralized) 6.750 09/01/22 35,013 35,013
Stanton, CA Multi-Family Rev Hsg Contl Garden Apts (AMT)
(Variable Rate Coupon) (FNMA Collateralized) 5.625 08/01/29 1,011,585 1,011,585
Sweetwater, CA Auth Wtr Rev (FSA Insd) 5.500 04/01/17 1,406,185 1,406,185
Taft, CA City Elem Sch Dist Ser A (MBIA Insd) (b) * 08/01/22 550,849 550,849
University of CA Ctf Part San Diego Campus Proj Ser A
5.250 01/01/32 2,079,120 2,079,120 4,158,240
University of CA Rev Hosp UCLA Med Ctr Ser A (AMBAC Insd) 5.250 05/15/30 4,215,120 4,215,120
University of CA Rev Resh Fac Ser E (AMBAC Insd) 5.000 09/01/19 1,077,290 1,077,290
Ventura Cnty, CA Cmnty College Ser A (MBIA Insd) 5.500 08/01/23 1,337,952 1,337,952
Vista, CA Uni Sch Dist Ser A (FSA Insd) 5.000 08/01/23 1,052,490 1,052,490
William S Hart CA Jt Sch Fin Auth Spl Tax Rev Cmnty Fac Rfdg (FSA
Insd) 6.500 09/01/14 2,115,200 2,115,200
Woodland, CA Fin Auth Lease Rev Cap Proj Rfdg (XLCA Insd) 5.000 03/01/25 1,034,640 1,034,640 2,069,280
---------------------------------------------
118,277,956 149,937,242 268,215,198
---------------------------------------------
Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y Rfdg (FSA Insd) 6.250 07/01/21 6,341,300 6,341,300
Puerto Rico Comwlth Hwy & Tran Rev Tran Rev Sub (FGIC Insd) 5.250 07/01/16 1,127,080 1,127,080
Puerto Rico Elec Pwr Auth Pwr Rev Ser II (XLCA Insd) 5.375 07/01/17 2,243,380 2,243,380
-------------------------------------------
0 9,711,760 9,711,760
-------------------------------------------
I-47
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA (VIC)
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST (VCV)
PROFORMA PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
(UNAUDITED)
VIC VCV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) DESCRIPTION
- ----------------------------------------------------------------------------------------------------------------------
U. S. VIRGIN ISLANDS 2.0%
1,000 1,000 2,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A
VIC VCV PROFORMA
DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
- --------------------------------------------------------------------------------------------------------------------------------
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A 6.375 10/01/19 1,158,180 1,158,180 2,316,360
Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt Ser A 6.500 10/01/24 1,161,490 1,161,490
-----------------------------------------
1,158,180 2,319,670 3,477,850
-----------------------------------------
VIC VCV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE
- ----------------------------------------------------------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS 157.1% 119,436,136 161,968,672 281,404,808
(Cost $261,445,607)....................................
TOTAL SHORT-TERM INVESTMENTS 0.6% 900,000 200,000 1,100,000
--------------------------------------------
(Cost $1,100,000).....................................
TOTAL INVESTMENTS 157.7% 120,336,136 162,168,672 282,504,808
(Cost $262,545,607)....................................
OTHER ASSETS IN EXCESS OF LIABILITIES 0.9% 1,388,985 277,279 1,666,264
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (58.6%) (45,016,950) (60,010,848) (105,027,798)
--------------------------------------------
NET ASSETS 100.0% $ 76,708,171 $102,435,103 $179,143,274 (d)
============================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero coupon bond
(a) Security is a "step-up" bond where the coupon increases or steps up at a
predetermined date.
(b) The Trust owns 100% of the bond issuance.
(c) Securities purchased on a when-issued or delayed delivery basis.
(d) Does not reflect a non-recurring cost associated with this transaction of
approximately $347,730. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
--------------------- ---------------
Van Kampen Trust for Investment Grade California $166,080 $ 0.036
Van Kampen California Value Municipal Income Trust 181,650 0.030
---------------------
$347,730
=====================
AMBAC -- AMBAC Indemnity Corp.
AMT- Alternative Minimum Tax
Asset Gty - Asset Guaranty Insurance Co.
CA MTG - California Mortgage Insurance
CIFG - CDC IXIS Financial Guaranty
Connie Lee -- Connie Lee Insurance Co.
FGIC -- Financial Guaranty Insurance Co.
FNMA - Federal National Mortgage Association
FSA -- Financial Security Assurance Inc.
GNMA -- Government National Mortgage Association
LOC - Letter of Credit
MBIA -- Municipal Bond Investors Assurance Corp.
Radian - Radian Asset Assurance
XLCA - XL Capital Assurance Inc.
I-48
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA - VAN KAMPEN CALIFORNIA
MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST - VAN KAMPEN CALIFORNIA
VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN VAN KAMPEN VAN KAMPEN
TRUST FOR VAN KAMPEN CALIFORNIA CALIFORNIA
INVESTMENT CALIFORNIA QUALITY VALUE
GRADE MUNICIPAL MUNICIPAL MUNICIPAL
CALIFORNIA TRUST TRUST INCOME TRUST
(VIC) (VKC) (VQC) (VCV) ADJUSTMENTS PROFORMA
--------- ----------- ---------- ------------ ----------- ---------
ASSETS:
Total Investments (Cost of $112,782, $52,729,
$217,778, $149,764 and $533,053 respectively) $ 120,336 $ 57,348 $ 238,552 $ 162,169 $ 578,405
Cash 78 27 -- 40 145
Receivables:
Interest 1,677 787 3,131 2,244 7,839
Investment Sold -- -- 875 -- 875
Other 2 3 4 3 12
--------- --------- --------- --------- --------- ---------
Total Assets 122,093 58,165 242,562 164,456 587,276
--------- --------- --------- --------- --------- ---------
LIABILITIES:
Payables:
Investments Purchased -- 3,444 -- 1,605 5,049
Custodian Bank -- -- 972 -- 972
Investment Advisory Fee 61 28 122 82 293
Income Distributions-Common Shares 19 9 48 20 96
Other Affiliates 6 4 11 8 29
Trustee's Deferred Compensation and
Retirement Plans 212 206 237 219 874
Accrued Expenses 70 44 90 76 280
Merger Costs -- -- -- -- 519(2) 519
--------- --------- --------- --------- --------- ---------
Total Liabilities 368 3,735 1,480 2,010 519 8,112
Preferred Shares (Including
accrued distributions) 45,017 20,015 75,015 60,011 200,058
--------- --------- --------- --------- --------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 76,708 $ 34,415 $ 166,067 $ 102,435 $ (519) $ 379,106
--------- --------- --------- --------- --------- ---------
Net Assets Applicable to Common Shares 76,708 34,415 166,067 102,435 (519)(2) 379,106
Shares outstanding 4,676 3,258 9,687 6,043 (1,298)(1) 22,366
--------- --------- --------- --------- --------- ---------
Net Asset Value Per Common Share $ 16.40 $ 10.56 $ 17.14 $ 16.95 $ 16.95
--------- --------- --------- --------- --------- ---------
NET ASSETS CONSIST OF:
Common Shares ($.01 per value) $ 47 $ 33 $ 97 $ 60 $ (13)(1) $ 224
Paid in Surplus 68,746 29,564 143,486 88,813 (506)(1)(2)330,103
Net Unrealized Appreciation 7,554 4,619 20,774 12,405 45,352
Accumulated Undistributed Net Investment Income 335 202 1,304 594 2,435
Accumulated Net Realized Gain (Loss) 26 (3) 406 563 992
--------- --------- --------- --------- --------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 76,708 $ 34,415 $ 166,067 $ 102,435 $ (519) $ 379,106
--------- --------- --------- --------- --------- ---------
PREFERRED SHARES $ 45,000 $ 20,000 $ 75,000 $ 60,000 $ 200,000
--------- --------- --------- --------- --------- ---------
NET ASSETS INCLUDING PREFERRED SHARES $ 121,708 $ 54,415 $ 241,067 $ 162,435 $ (519) $ 579,106
--------- --------- --------- --------- --------- ---------
(1) The proforma statements presume the issuance by the Van Kampen California
Value Municipal Income Trust of approximately 4,515,758, 2,021,218 and 9,796,528
common shares in exchange for the assets and liabilities of the Van Kampen Trust
for Investment Grade California, Van Kampen California Municipal Trust and Van
Kampen California Quality Municipal Trust, respectively.
(2) A non-recurring cost associated with this transaction of approximately
$519,000 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------- --------------
Van Kampen Trust for Investment Grade California ..................... $ 166,080 $ 0.036
Van Kampen California Municipal Trust ................................ 155,700 0.048
Van Kampen California Quality Municipal Trust ........................ 15,570 0.002
Van Kampen California Value Income Municipal Trust ................... 181,650 0.030
------------
$ 519,000
============
I-49
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN CALIFORNIA
VAN KAMPEN CALIFORNIA VALUE
CALIFORNIA QUALITY MUNICIPAL
MUNICIPAL MUNICIPAL INCOME
TRUST TRUST TRUST
(VKC) (VQC) (VCV) ADJUSTMENTS PROFORMA
---------- ---------- ---------- ----------- ---------
ASSETS:
Total Investments (Cost of $52,729,
$217,778, $149,764 and $420,271, respectively) $ 57,348 $238,552 $162,169 $458,069
Cash 27 -- 40 67
Receivables:
Interest 787 3,131 2,244 6,162
Investment Sold -- 875 -- 875
Other 3 4 3 10
-------- -------- -------- ------ --------
Total Assets 58,165 242,562 164,456 465,183
-------- -------- -------- ------ --------
LIABILITIES:
Payables:
Investments Purchased 3,444 -- 1,605 5,049
Custodian Bank -- 972 -- 972
Investment Advisory Fee 28 122 82 232
Income Distributions-Common Shares 9 48 20 77
Other Affiliates 4 11 8 23
Trustee's Deferred Compensation and
Retirement Plans 206 237 219 662
Accrued Expenses 44 90 76 210
Merger Cost -- -- -- 353(2) 353
-------- -------- -------- ------ --------
Total Liabilities 3,735 1,480 2,010 353 7,578
Preferred Shares (Including
accrued distributions) 20,015 75,015 60,011 155,041
-------- -------- -------- ------ --------
NET ASSETS APPLICABLE TO COMMON SHARES $ 34,415 $166,067 $102,435 $ (353) $302,564
======== ======== ======== ====== ========
Net Assets Applicable to Common Shares 34,415 166,067 102,435 (353)(2) 302,564
Shares outstanding 3,258 9,687 6,043 (1,138)(1) 17,850
-------- -------- -------- ------ --------
Net Asset Value Per Common Share $ 10.56 $ 17.14 $ 16.95 $ 16.95
======== ======== ======== ====== ========
NET ASSETS CONSIST OF:
Common Shares ($.01 per value) $ 33 $ 97 $ 60 $ (12)(1) $ 178
Paid in Surplus 29,564 143,486 88,813 (341)(1)(2) 261,522
Net Unrealized Appreciation 4,619 20,774 12,405 37,798
Accumulated Undistributed Net Investment Income 202 1,304 594 2,100
Accumulated Net Realized Gain (Loss) (3) 406 563 966
-------- -------- -------- ------ --------
NET ASSETS APPLICABLE TO COMMON SHARES $ 34,415 $166,067 $102,435 $ (353) $302,564
======== ======== ======== ====== ========
-------- -------- -------- ------ --------
PREFERRED SHARES $ 20,000 $ 75,000 $ 60,000 $155,000
======== ======== ======== ====== ========
NET ASSETS INCLUDING PREFERRED SHARES $ 54,415 $241,067 $162,435 $ (353) $457,564
======== ======== ======== ====== ========
(1) The proforma statements presume the issuance by the Van Kampen California
Value Municipal Income Trust of approximately 2,021,218 and 9,796,528 common
shares in exchange for the assets and liabilities of the Van Kampen California
Municipal Trust and Van Kampen California Quality Municipal Trust, respectively.
(2) A non-recurring cost associated with this transaction of approximately
$352,920 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
----------------- --------------
Van Kampen California Municipal Trust................ $ 155,700 $ 0.048
Van Kampen California Quality Municipal Trust........ 15,570 0.002
Van Kampen California Value Income Municipal Trust... 181,650 0.030
-----------------
$ 352,920
=================
I-50
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN VAN KAMPEN CALIFORNIA VALUE
TRUST FOR INVESTMENT CALIFORNIA MUNICIPAL MUNICIPAL INCOME
GRADE CALIFORNIA TRUST TRUST
(VIC) (VKC) (VCV) ADJUSTMENTS PROFORMA
-------------------- ------------------- --------------- ----------- --------
ASSETS:
Total Investments (Cost of $112,782, $52,729,
$149,764 and $315,275, respectively) $ 120,336 $ 57,348 $ 162,169 $ 339,853
Cash 78 27 40 145
Interest Receivable 1,677 787 2,244 4,708
Other 2 3 3 8
-------------------- ------------------- --------------- ----------- ---------
Total Assets 122,093 58,165 164,456 344,714
-------------------- ------------------- --------------- ----------- ---------
LIABILITIES:
Payables:
Investments Purchased - 3,444 1,605 5,049
Investment Advisory Fee 61 28 82 171
Income Distributions-Common Shares 19 9 20 48
Other Affiliates 6 4 8 18
Trustee's Deferred Compensation and
Retirement Plans 212 206 219 637
Accrued Expenses 70 44 76 190
Merger Cost -- -- -- 190(2) 190
-------------------- ------------------- --------------- ----------- ---------
Total Liabilities 368 3,735 2,010 503 6,616
Preferred Shares (Including
accrued distributions) 45,017 20,015 60,011 125,043
-------------------- ------------------- --------------- ----------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 76,708 $ 34,415 $ 102,435 $ (503) $ 213,055
==================== =================== =============== =========== =========
Net Assets Applicable to Common Shares 76,708 34,415 102,435 (503)(2) 213,055
Shares outstanding 4,676 3,258 6,043 (1,407)(1) 12,570
-------------------- ------------------- --------------- ----------- ---------
Net Asset Value Per Common Share $ 16.40 $ 10.56 $ 16.95 $ 16.95
==================== =================== =============== =========== =========
NET ASSETS CONSIST OF:
Common Shares ($.01 per value) $ 47 $ 33 $ 60 $ (14)(1) $ 126
Paid in Surplus 68,746 29,564 88,813 (489)(1)(2) 186,634
Net Unrealized Appreciation 7,554 4,619 12,405 24,578
Accumulated Undistributed Net Investment Income 335 202 594 1,131
Accumulated Net Realized Gain (Loss) 26 (3) 563 586
-------------------- ------------------- --------------- ----------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 76,708 $ 34,415 $ 102,435 $ (503) $ 213,055
==================== =================== =============== =========== =========
-------------------- ------------------- --------------- ----------- ---------
PREFERRED SHARES $ 45,000 $ 20,000 $ 60,000 $ 125,000
==================== =================== =============== =========== =========
NET ASSETS INCLUDING PREFERRED SHARES $ 121,708 $ 54,415 $ 162,435 (503) $ 338,055
==================== =================== =============== =========== =========
(1) The proforma statements presume the issuance by the Van Kampen California
Value Municipal Income Trust of approximately 4,515,758 and 2,021,218 common
shares in exchange for the assets and liabilities of the Van Kampen Trust for
Investment Grade California and Van Kampen California Municipal Trust,
respectively.
(2) A non-recurring cost associated with this transaction of approximately
$503,430 will be incurred. The approximate cost and per share cost that will
be borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------- --------------
Van Kampen Trust for Investment Grade California........................... $ 166,080 $ 0.036
Van Kampen California Municipal Trust...................................... 155,700 0.048
Van Kampen California Value Income Municipal Trust......................... 181,650 0.030
----------------
$ 503,430
================
I-51
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN VAN KAMPEN CALIFORNIA VALUE
TRUST FOR INVESTMENT CALIFORNIA QUALIT MUNICIPAL INCOME
GRADE CALIFORNIA MUNICIPAL TRUST TRUST
(VIC) (VQC) (VCV) ADJUSTMENTS PROFORMA
-------------------- ----------------- ---------------- ----------- --------
ASSETS:
Total Investments (Cost of $112,782,
$217,778, $149,764 and $480,324,
respectively.) $ 120,336 $ 238,552 $ 162,169 $ 521,057
Cash 78 -- 40 118
Receivables:
Interest 1,677 3,131 2,244 7,052
Investment Sold -- 875 -- 875
Other 2 4 3 9
--------- --------- --------- --------- ---------
Total Assets 122,093 242,562 164,456 529,111
--------- --------- --------- --------- ---------
LIABILITIES:
Payables:
Investments Purchased -- -- 1,605 1,605
Custodian Bank -- 972 -- 972
Investment Advisory Fee 61 122 82 265
Income Distributions-Common Shares 19 48 20 87
Other Affiliates 6 11 8 25
Trustee's Deferred Compensation and
Retirement Plans 212 237 219 668
Accrued Expenses 70 90 76 236
Merger Cost -- -- -- 363(2) 363
--------- --------- --------- --------- ---------
Total Liabilities 368 1,480 2,010 363 4,221
Preferred Shares (Including
accrued distributions) 45,017 75,015 60,011 180,043
--------- --------- --------- --------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 76,708 $ 166,067 $ 102,435 $ (363) $ 344,847
========= ========= ========= ========= =========
Net Assets Applicable to Common Shares 76,708 166,067 102,435 (363)(2) 344,847
Shares outstanding 4,676 9,687 6,043 (61)(1) 20,345
--------- --------- --------- --------- ---------
Net Asset Value Per Common Share $ 16.40 $ 17.14 $ 16.95 $ 16.95
========= ========= ========= ========= =========
NET ASSETS CONSIST OF:
Common Shares ($.01 per value) $ 47 $ 97 $ 60 $ (1)(2) $ 203
Paid in Surplus 68,746 143,486 88,813 (363)(1)(2) 300,683
Net Unrealized Appreciation 7,554 20,774 12,405 40,733
Accumulated Undistributed Net Investment Income 335 1,304 594 2,233
Accumulated Net Realized Gain (Loss) 26 406 563 995
--------- --------- --------- --------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 76,708 $ 166,067 $ 102,435 $ (363) $ 344,847
========= ========= ========= ========= =========
--------- --------- --------- --------- ---------
PREFERRED SHARES $ 45,000 $ 75,000 $ 60,000 $ 180,000
========= ========= ========= ========= =========
NET ASSETS INCLUDING PREFERRED SHARES $ 121,708 $ 241,067 $ 162,435 $ (363) $ 524,847
========= ========= ========= ========= =========
(1) The proforma statements presume the issuance by the Van Kampen California
Value Municipal Income Trust of approximately 4,515,758 and 9,796,528 common
shares in exchange for the assets and liabilities of the Van Kampen Trust for
Investment Grade California and Van Kampen California Quality Municipal Trust,
respectively.
(2) A non-recurring cost associated with this transaction of approximately
$363,300 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------- --------------
Van Kampen Trust for Investment Grade California............................. $ 166,080 $ 0.036
Van Kampen California Quality Municipal Trust................................ 15,570 0.002
Van Kampen California Value Income Municipal Trust........................... 181,650 0.030
----------------
$ 363,300
================
I-52
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN CALIFORNIA VALUE
CALIFORNIA MUNICIPAL MUNICIPAL INCOME
TRUST TRUST
(VKC) (VCV) ADJUSTMENTS PROFORMA
------------------- ----------------- ----------- --------
ASSETS:
Total Investments (Cost of $52,729,
$149,764, and $202,493,
respectively) $ 57,348 $ 162,169 $ 219,517
Cash 27 40 67
Interest Receivable 787 2,244 3,031
Other 3 3 6
--------- --------- --------- ---------
Total Assets 58,165 164,456 222,621
--------- --------- --------- ---------
LIABILITIES:
Payables:
Investments Purchased 3,444 1,605 5,049
Investment Advisory Fee 28 82 110
Income Distributions-Common Shares 9 20 29
Other Affiliates 4 8 12
Trustee's Deferred Compensation and
Retirement Plans 206 219 425
Accrued Expenses 44 76 120
Merger Cost -- -- 337(2) 337
--------- --------- --------- ---------
Total Liabilities 3,735 2,010 337 6,082
Preferred Shares (Including
accrued distributions) 20,015 60,011 80,026
--------- --------- --------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 34,415 $ 102,435 $ (337) $ 136,513
========= ========= ========= =========
Net Assets Applicable to Common Shares 34,415 102,435 (337)(2) 136,513
Shares outstanding 3,258 6,043 (1,247)(1) 8,054
--------- --------- --------- ---------
Net Asset Value Per Common Share $ 10.56 $ 16.95 $ 16.95
========= ========= ========= =========
NET ASSETS CONSIST OF:
Common Shares ($.01 per value) $ 33 $ 60 $ (12)(1) $ 81
Paid in Surplus 29,564 88,813 (325)(1)(2) 118,052
Net Unrealized Appreciation 4,619 12,405 17,024
Accumulated Undistributed Net Investment Income 202 594 796
Accumulated Net Realized Gain (Loss) (3) 563 560
--------- --------- --------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 34,415 $ 102,435 $ (337) $ 136,513
========= ========= ========= =========
--------- --------- --------- ---------
PREFERRED SHARES $ 20,000 $ 60,000 $ 80,000
========= ========= ========= =========
NET ASSETS INCLUDING PREFERRED SHARES $ 54,415 $ 162,435 $ (337) $ 216,513
========= ========= ========= =========
(1) The proforma statements presume the issuance by the Van Kampen California
Value Municipal Income Trust of approximately 2,021,218 common shares in
exchange for the assets and liabilities of the Van Kampen California Municipal
Trust.
(2) A non-recurring cost associated with this transaction of approximately
$337,350 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------- --------------
Van Kampen California Municipal Trust........................................ $ 155,700 $ 0.048
Van Kampen California Value Income Municipal Trust........................... 181,650 0.030
----------------
$ 337,350
================
I-53
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN CALIFORNIA VALUE
CALIFORNIA QUALITY MUNICIPAL INCOME
MUNICIPAL TRUST TRUST
(VQC) (VCV) ADJUSTMENTS PROFORMA
------------------ ---------------- ----------- --------
ASSETS:
Total Investments (Cost of $217,778,
$149,764, and $367,542, respectively) $238,552 $162,169 $400,721
Cash -- 40 40
Receivables:
Interest 3,131 2,244 5,375
Investment Sold 875 -- 875
Other 4 3 7
-------- -------- ------ --------
Total Assets 242,562 164,456 407,018
-------- -------- ------ --------
LIABILITIES:
Payables:
Investments Purchased -- 1,605 1,605
Custodian Bank 972 -- 972
Investment Advisory Fee 122 82 204
Income Distributions-Common Shares 48 20 68
Other Affiliates 11 8 19
Trustee's Deferred Compensation and
Retirement Plans 237 219 456
Accrued Expenses 90 76 166
Merger Cost -- -- $ 197(2) 197
-------- -------- ------ --------
Total Liabilities 1,480 2,010 197 3,687
Preferred Shares (Including
accrued distributions) 75,015 60,011 135,026
-------- -------- ------ --------
NET ASSETS APPLICABLE TO COMMON SHARES $166,067 $102,435 $ (197) $268,305
-------- -------- ------ --------
Net Assets Applicable to Common Shares 166,067 102,435 (197)(2) 268,305
Shares outstanding 9,687 6,043 99 (1) 15,829
-------- -------- ------ --------
Net Asset Value Per Common Share $ 17.14 $ 16.95 $ 16.95
-------- -------- ------ --------
NET ASSETS CONSIST OF:
Common Shares ($.01 per value) $ 97 $ 60 $ 1 (1) $ 158
Paid in Surplus 143,486 88,813 (198)(1)(2) 232,101
Net Unrealized Appreciation 20,774 12,405 33,179
Accumulated Undistributed Net Investment Income 1,304 594 $ (197) 1,898
Accumulated Net Realized Gain (Loss) 406 563 969
-------- -------- ------ --------
NET ASSETS APPLICABLE TO COMMON SHARES $166,067 $102,435 $ (197) $268,305
-------- -------- ------ --------
PREFERRED SHARES $ 75,000 $ 60,000 $135,000
-------- -------- ------ --------
NET ASSETS INCLUDING PREFERRED SHARES $241,067 $162,435 $ (197) $403,305
-------- -------- ------ --------
(1) The proforma statements presume the issuance by the Van Kampen California
Value Municipal Income Trust of 9,796,528 common shares in exchange for the
assets and liabilities of the Van Kampen California Quality Municipal Trust.
(2) A non-recurring cost associated with this transaction of approximately
$197,220 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------------- --------------
Van Kampen California Quality Municipal Trust......................... 15.570 0.002
Van Kampen California Value Income Municipal Trust.................... 181,650 0.030
----------------------
$ 197,220
----------------------
I-54
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN CALIFORNIA
TRUST FOR VALUE
INVESTMENT MUNICIPAL
GRADE INCOME
CALIFORNIA TRUST
(VIC) (VCV) ADJUSTMENTS PROFORMA
-------- -------- ----------- --------
ASSETS:
Total Investments (Cost of $112,782,
$149,764, and $262,546,respectively) $120,336 $162,169 $282,505
Cash 78 40 118
Interest Receivable 1,677 2,244 3,921
Other 2 3 5
-------- -------- -------- --------
Total Assets 122,093 164,456 286,549
-------- -------- -------- --------
LIABILITIES:
Payables:
Investments Purchased -- 1,605 1,605
Investment Advisory Fee 61 82 143
Income Distributions-Common Shares 19 20 39
Other Affiliates 6 8 14
Trustee's Deferred Compensation and
Retirement Plans 212 219 431
Accrued Expenses 70 76 146
Merger Cost -- -- 348(2) 348
-------- -------- -------- --------
Total Liabilities 368 2,010 348 2,726
Preferred Shares (Including
accrued distributions) 45,017 60,011 105,028
-------- -------- -------- --------
NET ASSETS APPLICABLE TO COMMON SHARES $ 76,708 $102,435 $ (348) $178,795
======== ======== ======== ========
Net Assets Applicable to Common Shares 76,708 102,435 (348)(2) 178,795
Shares outstanding 4,676 6,043 (171)(1) 10,548
-------- -------- -------- --------
Net Asset Value Per Common Share $ 16.40 $ 16.95 $ 16.95
======== ======== ======== ========
NET ASSETS CONSIST OF:
Common Shares ($.01 per value) $ 47 $ 60 $ (1)(2) $ 106
Paid in Surplus 68,746 88,813 (347)(1)(2) 157,212
Net Unrealized Appreciation 7,554 12,405 19,959
Accumulated Undistributed Net Investment Income 335 594 929
Accumulated Net Realized Gain (Loss) 26 563 589
-------- -------- -------- --------
NET ASSETS APPLICABLE TO COMMON SHARES $ 76,708 $102,435 $ (348) $178,795
======== ======== ======== ========
PREFERRED SHARES $ 45,000 $ 60,000 $105,000
======== ======== ======== ========
NET ASSETS INCLUDING PREFERRED SHARES $121,708 $162,435 $ (348) $283,795
======== ======== ======== ========
(1) The proforma statements presume the issuance by the Van Kampen California
Value Municipal Income Trust of approximately 4,515,758 common shares in
exchange for the assets and liabilities of the Van Kampen Trust for
Investment Grade California.
(2) A non-recurring cost associated with this transaction of approximately
$347,730 will be incurred. The approximate cost and per share cost that will
be borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------- --------------
Van Kampen Trust for Investment Grade California.................. $ 166,080 $ 0.036
Van Kampen California Value Income Municipal Trust................ 181,650 0.030
----------------
$ 347,730
================
I-55
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE ENDED OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN CALIFORNIA
VAN KAMPEN VAN KAMPEN CALIFORNIA VALUE
TRUST FOR CALIFORNIA QUALITY MUNICIPAL
INVESTMENT MUNICIPAL MUNICIPAL INCOME
GRADE CALIFORNIA TRUST TRUST TRUST
(VIC) (VKC) (VQC) (VCV) ADJUSTMENTS (1) PROFORMA
---------------- ------------ ----------- ------------- --------------- ---------
INVESTMENT INCOME:
Interest $ 6,021 $ 2,655 $ 13,408 $ 7,855 $ 29,939
-------- -------- -------- -------- -------- --------
EXPENSES:
Investment Advisory Fee 722 323 1,434 963 3,442
Preferred Share Maintenance 128 70 196 169 (46) 517
Trustee's Fees and Related Expenses 63 58 77 67 (195) 70
Administration Fee 35 -- 70 47 152
Legal 20 15 32 24 (16) 75
Custody 7 5 14 10 (3) 33
Other 125 96 176 145 (273) 269
-------- -------- -------- -------- -------- --------
Total Expenses 1,100 567 1,999 1,425 (533) 4,558
-------- -------- -------- -------- -------- --------
NET INVESTMENT INCOME $ 4,921 $ 2,088 $ 11,409 $ 6,430 $ 533 $ 25,381
======== ======== ======== ======== ======== ========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 26 $ 110 $ 2,813 $ 563 $ 3,512
-------- -------- -------- -------- -------- --------
Unrealized Appreciation/Depreciation:
Beginning of the Period 5,685 3,717 21,979 9,712 41,093
End of the Period 7,554 4,619 20,774 12,405 45,352
-------- -------- -------- -------- -------- --------
Net Unrealized Appreciation During the Period 1,869 902 (1,205) 2,693 $ 4,259
-------- -------- -------- -------- -------- --------
NET REALIZEDS AND UNREALIZED GAIN $ 1,895 $ 1,012 $ 1,608 $ 3,256 $ 7,771
-------- -------- -------- -------- -------- --------
DISTRIBUTION TO PREFERRED SHAREHOLDERS $ (502) $ (223) $ (815) $ (646) $ (2,186)
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON
======== ======== ======== ======== ======== ========
SHARES FROM OPERATIONS $ 6,314 $ 2,877 $ 12,202 $ 9,040 $ 533 $ 30,966
======== ======== ======== ======== ======== ========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
I-56
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE ENDED OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN CALIFORNIA
VAN KAMPEN CALIFORNIA VALUE
CALIFORNIA QUALITY MUNICIPAL
MUNICIPAL MUNICIPAL INCOME
TRUST TRUST TRUST
(VKC) (VQC) (VCV) ADJUSTMENTS (1) PROFORMA
-------- -------- -------- --------------- --------
INVESTMENT INCOME:
Interest $ 2,655 $ 13,408 $ 7,855 $ 23,918
-------- -------- -------- -------- --------
EXPENSES:
Investment Advisory Fee 323 1,434 963 2,720
Preferred Share Maintenance 70 196 169 (30) 405
Trustee's Fees and Related Expenses 58 77 67 (141) 61
Administration Fee -- 70 47 117
Legal 15 32 24 (15) 56
Custody 5 14 10 (2) 27
Other 96 176 145 (183) 234
-------- -------- -------- -------- --------
Total Expenses 567 1,999 1,425 (371) 3,620
-------- -------- -------- -------- --------
NET INVESTMENT INCOME $ 2,088 $ 11,409 $ 6,430 $ 371 $ 20,298
======== ======== ======== ======== ========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 110 $ 2,813 $ 563 $ 3,486
-------- -------- -------- -------- --------
Unrealized Appreciation/Depreciation:
Beginning of the Period 3,717 21,979 9,712 35,408
End of the Period 4,619 20,774 12,405 37,798
-------- -------- -------- -------- --------
Net Unrealized Appreciation During the Period 902 (1,205) 2,693 $ 2,390
-------- -------- -------- -------- --------
NET REALIZED AND UNREALIZED GAIN $ 1,012 $ 1,608 $ 3,256 $ 5,876
-------- -------- -------- -------- --------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (223) $ (815) $ (646) $ (1,684)
======== ======== ======== ======== ========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON
SHARES FROM OPERATIONS $ 2,877 $ 12,202 $ 9,040 $ 371 $ 24,490
======== ======== ======== ======== ========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
I-57
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA -
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE ENDED OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN VAN KAMPEN CALIFORNIA VALUE
TRUST FOR INVESTMENT CALIFORNIA MUNICIPAL MUNICIPAL INCOME
GRADE CALIFORNIA TRUST TRUST
(VIC) (VKC) (VCV) ADJUSTMENTS (1) PROFORMA
------------------- -------------------- ----------------- --------------- --------
INVESTMENT INCOME:
Interest $ 6,021 $ 2,655 $ 7,855 $ 16,531
-------- -------- -------- -------- --------
EXPENSES:
Investment Advisory Fee 722 323 963 2,008
Preferred Share Maintenance 128 70 169 (31) 336
Trustee's Fees and Related Expenses 63 58 67 (136) 52
Administration Fee 35 -- 47 82
Legal 20 15 24 (16) 43
Custody 7 5 10 (1) 21
Other 125 96 145 (165) 201
-------- -------- -------- -------- --------
Total Expenses 1,100 567 1,425 (349) 2,743
-------- -------- -------- -------- --------
NET INVESTMENT INCOME $ 4,921 $ 2,088 $ 6,430 $ 349 $ 13,788
======== ======== ======== ======== ========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 26 $ 110 $ 563 $ 699
-------- -------- -------- -------- --------
Unrealized Appreciation/Depreciation:
Beginning of the Period 5,685 3,717 9,712 19,114
End of the Period 7,554 4,619 12,405 24,578
-------- -------- -------- -------- --------
Net Unrealized Appreciation During the
Period 1,869 902 2,693 $ 5,464
-------- -------- -------- -------- --------
NET REALIZED AND UNREALIZED GAIN $ 1,895 $ 1,012 $ 3,256 $ 6,163
-------- -------- -------- -------- --------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (502) $ (223) $ (646) $ (1,371)
======== ======== ======== ======== ========
NET INCREASE IN NET ASSETS APPLICABLE
TO COMMON SHARES FROM OPERATIONS $ 6,314 $ 2,877 $ 9,040 $ 349 $ 18,580
======== ======== ======== ======== ========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
I-58
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFAORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE ENDED OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN VAN KAMPEN CALIFORNIA VALUE
TRUST FOR INVESTMENT CALIFORNIA QUALITY MUNICIPAL INCOME
GRADE CALIFORNIA MUNICIPAL TRUST TRUST
(VIC) (VQC) (VCV) ADJUSTMENTS (1) PROFORMA
-------------------- ----------------- ---------------- --------------- --------
INVESTMENT INCOME:
Interest $ 6,021 $ 13,408 $ 7,855 $ 27,284
-------- -------- -------- -------- --------
EXPENSES:
Investment Advisory Fee 722 1,434 963 3,119
Preferred Share Maintenance 128 196 169 (31) 462
Trustee's Fees and Related Expenses 63 77 67 (138) 69
Administration Fee 35 70 47 152
Legal 20 32 24 (18) 58
Custody 7 14 10 (2) 29
Other 125 176 145 (200) 246
-------- -------- -------- -------- --------
Total Expenses 1,100 1,999 1,425 (389) 4,135
-------- -------- -------- -------- --------
NET INVESTMENT INCOME $ 4,921 $ 11,409 $ 6,430 $ 389 $ 23,149
======== ======== ======== ======== ========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 26 $ 2,813 $ 563 $ 3,402
-------- -------- -------- -------- --------
Unrealized Appreciation/Depreciation:
Beginning of the Period 5,685 21,979 9,712 37,376
End of the Period 7,554 20,774 12,405 40,733
-------- -------- -------- -------- --------
Net Unrealized Appreciation During the
Period 1,869 (1,205) 2,693 $ 3,357
-------- -------- -------- -------- --------
NET REALIZED AND UNREALIZED GAIN $ 1,895 $ 1,608 $ 3,256 $ 6,759
-------- -------- -------- -------- --------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (502) $ (815) $ (646) $ (1,963)
======== ======== ======== ======== ========
NET INCREASE IN NET ASSETS APPLICABLE TO
COMMON SHARES FROM OPERATIONS $ 6,314 $ 12,202 $ 9,040 $ 389 $ 27,945
======== ======== ======== ======== ========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
I-59
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE ENDED OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN CALIFORNIA VALUE
CALIFORNIA MUNICIPAL MUNICIPAL INCOME
TRUST TRUST
(VKC) (VCV) ADJUSTMENTS (1) PROFORMA
-------------------- ----------------- ---------------- --------
INVESTMENT INCOME:
Interest $ 2,655 $ 7,855 $ 10,510
-------- -------- -------- --------
EXPENSES:
Investment Advisory Fee 323 963 1,286
Preferred Share Maintenance 70 169 (15) 224
Trustee's Fees and Related Expenses 58 67 (82) 43
Administration Fee -- 47 47
Legal 15 24 (11) 28
Custody 5 10 15
Other 96 145 (75) 166
-------- -------- -------- --------
Total Expenses 567 1,425 (183) 1,809
-------- -------- -------- --------
NET INVESTMENT INCOME $ 2,088 $ 6,430 $ 183 $ 8,701
======== ======== ======== ========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 110 $ 563 $ 673
-------- -------- -------- --------
Unrealized Appreciation/Depreciation:
Beginning of the Period 3,717 9,712 13,429
End of the Period 4,619 12,405 17,024
-------- -------- -------- --------
Net Unrealized Appreciation During the Period 902 2,693 $ 3,595
-------- -------- -------- --------
NET REALIZED AND UNREALIZED GAIN $ 1,012 $ 3,256 $ 4,268
-------- -------- -------- --------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (223) $ (646) $ (869)
======== ======== ======== ========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON
SHARES FROM OPERATIONS $ 2,877 $ 9,040 $ 183 $ 12,100
======== ======== ======== ========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
I-60
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE ENDED OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN CALIFORNIA VALUE
CALIFORNIA QUALITY MUNICIPAL INCOME
MUNICIPAL TRUST TRUST
(VQC) (VCV) ADJUSTMENTS (1) PROFORMA
------------------ ---------------- ---------------- --------
INVESTMENT INCOME:
Interest $ 13,408 $ 7,855 $ 21,263
-------- -------- -------- --------
EXPENSES:
Investment Advisory Fee 1,434 963 2,397
Preferred Share Maintenance 196 169 (15) 350
Trustee's Fees and Related Expenses 77 67 (88) 56
Administration Fee 70 47 117
Legal 32 24 (13) 43
Custody 14 10 (2) 22
Other 176 145 (108) 213
-------- -------- -------- --------
Total Expenses 1,999 1,425 (226) 3,198
-------- -------- -------- --------
NET INVESTMENT INCOME $ 11,409 $ 6,430 $ 226 $ 18,065
======== ======== ======== ========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 2,813 $ 563 $ 3,376
-------- -------- -------- --------
Unrealized Appreciation/Depreciation:
Beginning of the Period 21,979 9,712 31,691
End of the Period 20,774 12,405 33,179
-------- -------- -------- --------
Net Unrealized Appreciation During the Period (1,205) 2,693 $ 1,488
-------- -------- -------- --------
NET REALIZED AND UNREALIZED GAIN $ 1,608 $ 3,256 $ 4,864
-------- -------- -------- --------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (815) $ (646) $ (1,461)
======== ======== ======== ========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON
SHARES FROM OPERATIONS $ 12,202 $ 9,040 $ 226 $ 21,468
======== ======== ======== ========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
I-61
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE ENDED OCTOBER 31, 2004
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN CALIFORNIA VALUE
TRUST FOR INVESTMENT MUNICIPAL INCOME
GRADE CALIFORNIA TRUST
(VIC) (VCV) ADJUSTMENTS (1) PROFORMA
-------------------- ---------------- --------------- --------
Investment Income:
Interest $ 6,021 $ 7,855 $ 13,876
-------- -------- -------- --------
Expenses:
Investment Advisory Fee 722 963 1,685
Preferred Share Maintenance 128 169 (19) 278
Trustee's Fees and Related Expenses 63 67 (82) 48
Administration Fee 35 47 82
Legal 20 24 (10) 34
Custody 7 10 17
Other 125 145 (94) 176
-------- -------- -------- --------
Total Expenses 1,100 1,425 (205) 2,320
-------- -------- -------- --------
Net Investment Income $ 4,921 $ 6,430 $ 205 $ 11,556
======== ======== ======== ========
Realized and Unrealized Gain/Loss:
Net Realized Gain $ 26 $ 563 $ 589
-------- -------- -------- --------
Unrealized Appreciation/Depreciation:
Beginning of the Period 5,685 9,712 15,397
End of the Period 7,554 12,405 19,959
-------- -------- -------- --------
Net Unrealized Appreciation During the Period 1,869 2,693 $ 4,562
-------- -------- -------- --------
Net Realized and Unrealized Gain $ 1,895 $ 3,256 $ 5,151
-------- -------- -------- --------
Distributions to Preferred Shareholders $ (502) $ (646) $ (1,148)
======== ======== ======== ========
Net Increase in Net Assets Applicable to Common
Shares From Operations $ 6,314 $ 9,040 $ 205 $ 15,559
======== ======== ======== ========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
I-62
PART C: OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Section 5.3 of the Registrant's Declaration of Trust, a copy of which is
filed as an exhibit hereto, provides for indemnification, as set forth below:
"Section 5.3 Mandatory Indemnification.
(a) Subject to the exceptions and limitations contained in paragraph
(b) below:
(i) every person who is or has been a Trustee or officer of the
Trust shall be indemnified by the Trust to the fullest extent
permitted by law against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Trustee or officer
and against amounts paid or incurred by him in the settlement thereof;
(ii) the words, "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal,
administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust or its Shareholders by
reason of a final adjudication by the court or other body before which
the proceeding was brought that he engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved
in the conduct of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust;
(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b)(i) or
(b)(ii) resulting in a payment by a Trustee or officer, unless there
has been either a determination that such Trustee or officer did not
engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office by the
court or other body approving the settlement or other disposition or a
reasonable determination, based upon a review of readily available
facts (as opposed to a full trial-type inquiry) that he did not engage
C-1
in such conduct:
(A) by vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or
(B) by written opinion of independent legal counsel.
(C) The rights of indemnification herein provided by be
insured against by policies maintained by the Trust, shall be
severable, shall not effect any other rights to which any Trustee
or officer may now or hereafter be entitled, shall continue as to
a Person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors, administrators, and
assigns of such Person. Nothing contained herein shall affect any
rights to indemnification to which personnel of the Trust other
than Trustees and officers may be entitled by contract or
otherwise under law.
(D) Expenses of preparation and presentation of a defense to
any claim, action, suit, or proceeding of the character described
in paragraph (a) of this Section 5.3 shall be advanced by the
Trust prior to final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient to repay such amount
if it is ultimately determined that he is not entitled to
indemnification under this Section 5.3, provided that either
(i) such undertaking is secured by a surety bond or
some other appropriate security or the Trust shall be
insured against losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the Disinterested
Trustees then in office act on the matter) or an independent
legal counsel in a written opinion shall determine, based
upon a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe
that the recipient ultimately will be found entitled to
indemnification.
As used in this Section 5.3, a "Disinterested Trustee" is one (i) who is
not an "Interested Person" of the Trust (including anyone who has been exempted
from being an "Interested Person" by any rule, regulation or order of the
Commission), and (ii) against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or had been pending."
ITEM 16. EXHIBITS
1. (a) Declaration of Trust of the Registrant and amendments thereto ++
C-2
(b) Certificate of Vote Establishing Preferred Shares+++
2. Bylaws of the Registrant++
3. Not applicable
4. Form of Agreement and Plan of Reorganization++++
5. (a) Specimen share certificate for common shares of the
Registrant++
(b) Specimen share certificate for preferred shares of the
Registrant++
6. (a) Investment Advisory Agreement++
(b) Administration Agreement++
7. Not Applicable
8. Not Applicable
9. Custodian Contract++
10. Not Applicable
11. (a) Consent of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for
the Registrant+
(b) Opinion of Skadden, Arps, Slate, Meagher & Flom LLP++
12. Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP++
13. (a) Transfer Agency Agreement++
(b) Auction Agency Agreement++
(c) Form of Broker-Dealer Agreement++
(d) Form of Letter of Representations++
14. (a) Consent of independent registered public accounting firm for the
Registrant++
(b) Consent of independent registered public accounting firm for the
Target Funds++
15. Not Applicable
16. Power of Attorney+
17. (a) Code of Ethics of the Investment Adviser++
(b) Code of Ethics of the Funds++
(c) Proxy card for the Target Funds++
(d) Proxy card for the Acquiring Fund++
+ Filed herewith.
++ To be filed by further amendment.
+++ Filed as Appendix B to the Statement of Additional Information and
incorporated herein by reference to Registrant's Registration Statement on
Form N-14 as filed via EDGAR on March 18, 2005.
++++ Filed as Appendix A to the Statement of Additional Information and
incorporated herein by reference to Registrant's Registration Statement on
Form N-14 as filed via EDGAR on March 18, 2005.
ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through use of a prospectus which is part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the
reoffering prospectus will contain information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by other items of the applicable form.
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(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of securities at
that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees that, if the Reorganizations
discussed in the registration statement close, it shall file by post-effective
amendment either a copy of the Internal Revenue Service private letter ruling
applied for or an opinion supporting the tax matter discussed in the
registration statement.
C-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and the Sate of New York, on March 18, 2005.
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
By: /s/ Lou Anne McInnis
------------------------------------
Lou Anne McInnis
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURES TITLE
---------- -----
Principal Executive Officer:
/s/ Ronald E. Robison Executive Vice President and
- ------------------------------------------- Principal Executive Officer
Ronald E. Robison
Principal Financial Officer:
/s/ James W. Garrett
- ------------------------------------------- Chief Financial
James W. Garrett Officer and Treasurer
Trustees:
/s/ David C. Arch* Trustee
- -------------------------------------------
David C. Arch
/s/ Jerry D. Choate* Trustee
- -------------------------------------------
Jerry D. Choate
/s/ Rod Dammeyer* Trustee
- -------------------------------------------
Rod Dammeyer
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/s/ Linda Hutton Heagy* Trustee
- -------------------------------------------
Linda Hutton Heagy
/s/ R. Craig Kennedy* Trustee
- -------------------------------------------
R. Craig Kennedy
/s/ Howard J Kerr* Trustee
- -------------------------------------------
Howard J Kerr
/s/ Mitchell M. Merin* Trustee
- -------------------------------------------
Mitchell M. Merin
/s/ Jack E. Nelson* Trustee
- -------------------------------------------
Jack E. Nelson
/s/ Richard F. Powers, III* Trustee
- -------------------------------------------
Richard F. Powers, III
/s/ Hugo F. Sonnenschein* Trustee
- -------------------------------------------
Hugo F. Sonnenschein
/s/ Wayne W. Whalen* Trustee
- -------------------------------------------
Wayne W. Whalen
/s/ Suzanne H. Woolsey* Trustee
- -------------------------------------------
Suzanne H. Woolsey
* Signed by Lou Anne McInnis pursuant to a power of attorney filed herewith.
/s/ Lou Anne McInnis March 18, 2005
- -------------------------------------------
Lou Anne McInnis
Attorney-in-Fact
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SCHEDULE OF EXHIBITS TO FORM N-14
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
Exhibit
- -------
11(a) Consent of Skadden, Arps, Slate, Meagher & Flom LLP
16 Power of Attorney