SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Co-Registrants [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Revised Materials
[ ] Soliciting Material Pursuant to Section 140.12a-12 14a-12
VAN KAMPEN HIGH INCOME TRUST II
VAN KAMPEN MUNICIPAL TRUST
VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST
VAN KAMPEN FLORIDA QUALITY MUNICIPAL TRUST
VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST
VAN KAMPEN TRUST FOR INSURED MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST
VAN KAMPEN VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST
VAN KAMPEN INCOME TRUST
(Names of Co-Registrants as Specified in Their Charters)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
-- OCTOBER 2005 --
- --------------------------------------------------------------------------------
IMPORTANT NOTICE
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- --------------------------------------------------------------------------------
TO VAN KAMPEN
CLOSED-END FUND SHAREHOLDERS
- --------------------------------------------------------------------------------
QUESTIONS & ANSWERS
- ---------------------------------------
Although we recommend that you read the complete Joint Proxy Statement, we have
provided for your convenience a brief overview of the issues to be voted on.
- ---------------------------------------
Q WHY IS A SHAREHOLDER
MEETING BEING HELD?
A Each Van Kampen closed-
end fund is traded on a nationally recognized stock exchange and is required to
hold an annual meeting of shareholders.
Q WHAT PROPOSAL WILL BE
VOTED ON?
A You are being asked to elect
nominees for the Board of Trustees.
Q WILL MY VOTE MAKE
A DIFFERENCE?
A Yes, your vote is important
and will make a difference no matter how many shares you own. We encourage all
shareholders to participate in the governance of their funds.
Q HOW DOES THE BOARD OF
TRUSTEES RECOMMEND THAT I VOTE?
A The Board recommends
that you vote "FOR ALL" of the nominees on the enclosed proxy card.
Q WHY DOES THE JOINT PROXY
STATEMENT LIST SEVERAL CLOSED-END FUNDS?
A The funds have a similar
proposal and it is cost-effective to have a joint proxy statement and one
meeting.
Q WHERE DO I CALL FOR
MORE INFORMATION?
A Please call Van Kampen's
Client Relations Department at 1-800-341-2929 (Telecommunications Device for the
Deaf users may call 1-800-421-2833) or visit our website at www.vankampen.com,
where you can send us an e-mail message by selecting "Contact Us."
ABOUT THE PROXY CARD
- --------------------------------------------------------------------------------
Please vote on each issue using blue or black ink to mark an X in one of the
boxes provided on the proxy card.
ELECTION OF TRUSTEES - mark "FOR ALL," "WITHHOLD" or "FOR ALL EXCEPT."
To withhold authority to vote for any one or more individual nominee(s), check
"FOR ALL EXCEPT" and write the nominee's name in the line below.
Sign, date and return the proxy card in the enclosed postage-paid envelope. All
registered owners of an account, as shown in the address, must sign the card.
When signing as attorney, trustee, executor, administrator, custodian, guardian
or corporate officer, please indicate your full title.
<Table>
[ ] PLEASE MARK
X VOTES AS IN
THIS EXAMPLE
</Table>
VAN KAMPEN XXXXX
JOINT ANNUAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
<Table>
<Caption>
FOR ALL
FOR ALL WITHHOLD EXCEPT
1x. Authority to vote [ ] [ ] [ ] 2. To transact such other business as may
for the election as properly come before the Meeting.
Class X Trustees
the nominees named
below:
XXXXXXXXX, XXXXXXXXX, XXXXXXXXX
To withhold authority to vote for any one or more
individual nominee check "For All Except" and write
the
nominee's name on the line below.
----------------------------------
</Table>
Please be sure to sign and date this Proxy, Date
Shareholder sign here Co-owner sign here
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SAMPLE
VAN KAMPEN CLOSED-END FUNDS
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 341-2929
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 28, 2005
Notice is hereby given to the holders of common shares of beneficial interest
("Common Shares") and, where applicable, the holders of preferred shares of
beneficial interest (the "Preferred Shares") of each of the Van Kampen Closed-
End Funds listed on Annex A (the "Funds") to the attached Joint Proxy Statement
that the Joint Annual Meeting of Shareholders of the Funds (the "Meeting") will
be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181-5555, on Friday, October 28, 2005, at 10:00
a.m., for the following purposes:
<Table>
1. To elect trustees in the following manner:
(a) With respect to VNV, VKI, VKV, VCV, VPV, VMV and VOT, to
elect three Class III trustees, two by the holders of
Common Shares of each such Fund and one by the holders
of the Preferred Shares of each such Fund. The elected
Class III trustees will each serve for a three year term
or until a successor shall have been duly elected and
qualified.
(b) With respect to VGM, VTJ, VKA, VFM, VIM, VTN, VAP, VOQ,
VTP, VKQ, VNM, VTF, VMO, VPQ and VLT, to elect four
Class I trustees, each by the holders of Common Shares
of each such Fund. The elected Class I trustees will
each serve for a three year term or until a successor
shall have been duly elected and qualified.
(c) With respect to VKL, to elect three Class II trustees,
two by the holders of Common Shares of the Fund and one
by holders of the Preferred Shares of the Fund. The
elected Class II trustees will each serve for a three
year term or until a successor shall have been duly
elected and qualified.
(d) With respect to VIN, to elect three Class II trustees by
the holders of Common Shares of the Fund. The elected
Class II trustees will each serve for a three year term
or until a successor shall have been duly elected and
qualified.
2. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
</Table>
Holders of record of the Common Shares and, where applicable, Preferred Shares
of each Fund at the close of business on September 28, 2005 are entitled to
notice of and to vote at the Meeting and any adjournment thereof.
By order of the Board of Trustees
STEFANIE V. CHANG,
Vice President
October 5, 2005
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY) TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE
RESPECTIVE FUND BY CALLING 1-800-341-2929 OR BY WRITING TO THE RESPECTIVE FUND
AT 1 PARKVIEW PLAZA, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555.
SHAREHOLDERS OF THE FUNDS ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED PROXY CARD WITH RESPECT TO EACH FUND IN WHICH YOU WERE A
SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN SUCH PROXY CARD(S), AND RETURN
IT (THEM) IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY.
The Board of Trustees of each Fund recommends that you cast your vote:
- FOR ALL of the nominees for the Board of Trustees listed in the Joint Proxy
Statement.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
JOINT PROXY STATEMENT
VAN KAMPEN CLOSED-END FUNDS
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 341-2929
JOINT ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 28, 2005
INTRODUCTION
This Joint Proxy Statement is furnished in connection with the solicitation by
the respective Board of Trustees (the "Trustees" or the "Board") of each of the
Van Kampen Closed-End Funds listed on Annex A to this Joint Proxy Statement (the
"Funds") of proxies to be voted at a Joint Annual Meeting of Shareholders of the
Funds, and all adjournments thereof (the "Meeting"), to be held at the offices
of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555, on Friday, October 28, 2005, at 10:00 a.m. The Meeting will be an
annual meeting for each Fund. The approximate mailing date of this Joint Proxy
Statement and accompanying form of proxy is October 7, 2005.
Participating in the Meeting are holders of common shares of beneficial
interest (the "Common Shares") and, where applicable, the holders of preferred
shares of beneficial interest (the "Preferred Shares") of each of the Funds as
set forth in Annex A to this Joint Proxy Statement. The Common Shares and the
Preferred Shares of the Funds sometimes are referred to herein collectively as
the "Shares." The Meeting is scheduled as a joint meeting of the shareholders of
the Funds because the shareholders of the Funds are expected to consider and
vote on similar matters. The Board of Trustees has determined that the use of a
joint proxy statement for the Meeting is in the best interest of the
shareholders of each of the Funds. In the event that a shareholder of any Fund
present at the Meeting objects to the holding of a joint meeting and moves for
an adjournment of the meeting of such Fund to a time immediately after the
Meeting so that such Fund's meeting may be held separately, the persons named as
proxies will vote in favor of the adjournment.
Annex A lists the abbreviated name and stock symbol by which the Funds
sometimes are referred to in this Joint Proxy Statement. Please refer to Annex A
for any questions you may have regarding whether your Fund is participating at
the Meeting, defined terms relating to the Funds and abbreviated Fund names.
The Board has fixed the close of business on September 28, 2005 as the record
date (the "Record Date") for the determination of holders of Shares of each Fund
entitled to vote at the Meeting. The number of issued and outstanding Common
Shares and, where applicable, Preferred Shares of each Fund as of the Record
Date is shown in Annex B to this Joint Proxy Statement.
The following table summarizes the proposals to be presented at the Meeting
for the Funds and the shareholders entitled to vote with respect to the
proposals.
<Table>
<Caption>
PROPOSAL/AFFECTED FUNDS AFFECTED SHAREHOLDERS
- ----------------------- ---------------------
1. ELECTION OF TRUSTEES:
(a) With respect to VNV, VKI, VKV, VCV, VPV, VMV, and
VOT, to elect
-- two Class III trustees, each by holders of
Common Shares of each such Fund Common
-- one Class III trustee by holders of Preferred
Shares of each such Fund Preferred
(b) With respect to VGM, VTJ, VKA, VFM, VIM, VTN, VAP,
VOQ, VTP, VKQ, VNM, VTF, VMO, VPQ and VLT, to
elect
-- four Class I trustees, each by holders of
Common Shares of each such Fund Common
(c) With respect to VKL, to elect
-- two Class II trustees, each by holders of
Common Shares of the Fund Common
-- one Class II trustee by holders of Preferred
Shares of the Fund Preferred
(d) With respect to VIN, to elect
-- three Class II trustees, each by holders of
Common Shares of the Fund Common
</Table>
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY) TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE
RESPECTIVE FUND BY CALLING 1-800-341-2929 OR BY WRITING TO THE RESPECTIVE FUND
AT 1 PARKVIEW PLAZA, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555.
VOTING
Shareholders of a Fund on the Record Date are entitled to one vote per Share
with respect to any proposal submitted to the shareholders of the Fund, with no
Share having cumulative voting rights. The voting requirement for passage of a
particular proposal depends on the nature of the proposal.
With respect to Proposal 1(a) through (d), holders of Common Shares and
Preferred Shares, where applicable, will vote as separate classes for the
respective nominee(s) to be elected by such class of Shares. The affirmative
vote of a plurality
2
of the Common Shares of a Fund present at the Meeting in person or by proxy is
required to elect each nominee for Trustee of such Fund designated to be elected
by the holders of the Common Shares of such Fund. The affirmative vote of a
plurality of the Preferred Shares of a Fund present at the Meeting in person or
by proxy is required to elect such nominee for trustee of such Fund designated
to be elected by the holders of the Preferred Shares of such Fund. Election by
plurality means those persons who receive the highest number of votes cast "FOR"
up to the total number of persons to be elected as trustees at the Meeting shall
be elected.
The Board of Trustees of each Fund recommends that you cast your vote:
- FOR ALL of the nominees for the Board of Trustees listed in the Joint Proxy
Statement.
An unfavorable vote on a proposal by the shareholders of one Fund will not
affect the implementation of such proposal by another Fund, if the proposal is
approved by the shareholders of the other Fund. An unfavorable vote on a
proposal by the shareholders of a Fund will not affect such Fund's
implementation of other proposals that receive a favorable vote. There is no
cumulative voting with respect to the election of Trustees.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon. Proxies received
prior to the Meeting on which no vote is indicated will be voted "FOR" each
proposal as to which they are entitled to be voted. Abstentions and broker
non-votes (i.e., where a nominee such as a broker, holding shares for beneficial
owners, indicates that instructions have not been received from the beneficial
owners, and the nominee does not exercise discretionary authority) are not
treated as votes "FOR" a proposal. With respect to Proposal 1(a) through (d),
abstentions and broker non-votes are disregarded since only votes "FOR" are
considered in a plurality voting requirement. A majority of the outstanding
Shares of a Fund entitled to vote must be present in person or by proxy to have
a quorum for such Fund to conduct business at the Meeting. Abstentions and
broker non-votes will be deemed present for quorum purposes.
Shareholders who execute proxies may revoke them at any time before they are
voted by filing with the respective Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
The Funds know of no business other than that mentioned in Proposal 1 of the
Notice that will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named on the
enclosed proxy to vote proxies in accordance with their best judgment. In the
event a quorum is present at the Meeting but sufficient votes to approve any of
the proposals with respect to one or more Funds or proposals are not received,
proxies (including abstensions and broker non-votes) would be voted in favor of
one or more adjournments of the Meeting of the concerned Fund with respect to
such proposal to permit further solicitation of proxies,
3
provided they determine that such an adjournment and additional solicitation is
reasonable and in the interest of shareholders based on a consideration of all
relevant factors, including the nature of the relevant proposal, the percentage
of votes then cast, the percentage of negative votes then cast, the nature of
the proposed solicitation activities and the nature of the reasons for such
further solicitation.
INVESTMENT ADVISER
The investment adviser for each Fund is Van Kampen Asset Management (the
"Adviser"). The Adviser is a wholly owned subsidiary of Van Kampen Investments
Inc. ("Van Kampen Investments"). Van Kampen Investments is a diversified asset
management company that administers more than three million retail investor
accounts, has extensive capabilities for managing institutional portfolios and
has more than $103 billion under management or supervision as of August 31,
2005. 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.
The Adviser, certain affiliates of the Adviser, and certain investment
companies advised by the Adviser or its affiliates were named as defendants in a
number of similar class action complaints which were consolidated. The 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 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' motion to
dismiss this action is pending. After defendants moved to dismiss, the
plaintiffs filed a motion for leave to amend the complaint, which is also
pending. The proposed amendment drops all claims against the named investment
companies, which are listed only as nominal defendants. The proposed amendment
raises similar claims against the Adviser and its affiliates with respect to the
investment companies advised by the Adviser or its affiliates, and, in addition,
alleges that affiliates of the Adviser received undisclosed compensation for
steering
4
investors into thirteen non-affiliated fund families. The defendants intend to
continue to defend this action 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 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 Van Kampen 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. The defendants have moved to
dismiss this action and otherwise intend to defend it vigorously. 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 action described in the next paragraph. 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 plaintiff in the action described in the preceding paragraph filed a
separate derivative action against the Adviser, certain affiliates of the
Adviser, the individual trustees of certain Van Kampen funds, and certain
unaffiliated entities. The named investment companies are listed as nominal
defendants. The complaint alleges that certain unaffiliated entities engaged in
or facilitated market timing and late trading in the Van Kampen funds, and that
the Adviser, certain affiliates of the Adviser, and the trustees failed to
prevent and/or detect such market timing and late trading. The complaint seeks,
among other things, the removal of the current trustees of the funds, rescission
of the management contracts and distribution plans for the funds, disgorgement
of fees and profits from the Adviser and its affiliates, and monetary damages.
The defendants' motion to dismiss this action is pending. 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 one of the investment companies advised by the Adviser were
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 alleged,
short-term traders
5
were able to exploit stale pricing information to capture arbitrage profits that
diluted the value of shares held by long-term investors. The complaint sought
unspecified compensatory damages, punitive damages, fees and costs. The case was
recently dismissed with prejudice but remains subject to appeals.
The Adviser, one of the investment companies advised by the Adviser, and
certain officers and directors of the investment company are defendants in a
class action filed in 2001 alleging that the defendants issued a series of
prospectuses and registration statements that were materially false and
misleading. Among other things, the complaint alleges that the prospectuses and
registration statements contained misleading descriptions of the method
defendants used to value senior loan interests in the fund's portfolio, and that
defendants materially overstated the net asset value of the fund. The court has
preliminarily approved a settlement agreement, subject to later hearing on the
fairness of the settlement agreement.
OTHER SERVICE PROVIDERS
Each Fund has entered into an accounting services agreement with the Adviser
and each Fund, except VIN, has entered into a legal services agreement with Van
Kampen. Van Kampen's principal business address is 1221 Avenue of the Americas,
New York, New York 10020. VLT has also entered into a support services agreement
with Van Kampen Funds Inc. With respect to VKL, the Adviser and the Fund have
entered into an administration agreement with Princeton Administrators, L.P.
("Princeton") for the provision of certain administrative services. Princeton's
principal place of business is 800 Scudders Mill Road, Plainsboro, New Jersey
08536.
PROPOSAL 1: ELECTION OF TRUSTEES
Trustees are to be elected by the shareholders at the Meeting in the following
manner:
(a) With respect to VNV, VKI, VKV, VCV, VPV, VMV, and VOT, three Class
III Trustees are to be elected at the Meeting, to serve until the later
of each such Fund's Annual Meeting of Shareholders in 2008 or until a
successor has been duly elected and qualified. Holders of Common
Shares, voting as a separate class, will vote with respect to two Class
III Trustees (R. Craig Kennedy and Jack E. Nelson) designated to be
elected by such class of shares. Holders of Preferred Shares, voting as
a separate class, will vote with respect to one Class III Trustee, Hugo
F. Sonnenschein, designated to be elected by such class of shares. An
affirmative vote of a plurality of the Common Shares of each such Fund
and a plurality of the Preferred Shares of each such Fund, is required
to elect the respective nominees. It is the intention of the persons
named in
6
the enclosed proxy to vote the Shares represented by them for the
election of the respective nominees listed unless the proxy is marked
otherwise.
(b) With respect to VGM, VTJ, VKA, VFM, VIM, VTN, VAP, VOQ, VTP, VKQ,
VNM, VTF, VMO, VPQ and VLT, four Class I Trustees are to be elected at
the Meeting, to serve until the later of each such Fund's Annual
Meeting of Shareholders in 2008 or until a successor has been duly
elected and qualified. Holders of Common Shares, voting as a separate
class, will vote with respect to four Class I Trustees (David C. Arch,
Jerry D. Choate, Howard J Kerr and Suzanne H. Woolsey) designated to be
elected by such class of shares. An affirmative vote of a plurality of
the Common Shares of each such Fund is required to elect the respective
nominees. It is the intention of the persons named in the enclosed
proxy to vote the Shares represented by them for the election of the
respective nominees listed unless the proxy is marked otherwise.
(c) With respect to VKL, three Class II Trustees are to be elected at
the Meeting, to serve until the later of such Fund's Annual Meeting of
Shareholders in 2008 or until their successors have been duly elected
and qualified. Holders of Common Shares, voting as a separate class,
will vote with respect to two Class II Trustees (Linda Hutton Heagy and
Wayne W. Whalen) designated to be elected by such class of shares.
Holders of Preferred Shares, voting as a separate class, will vote with
respect to one Class II Trustee, Rod Dammeyer, designated to be elected
by such class of shares. An affirmative vote of a plurality of the
Common Shares of the Fund and a plurality of the Preferred Shares of
the Fund is required to elect the respective nominees. It is the
intention of the persons named in the enclosed proxy to vote the Shares
represented by them for the election of the respective nominees listed
unless the proxy is marked otherwise.
(d) With respect to VIN, three Class II Trustees are to be elected at
the Meeting to serve until the later of the Fund's Annual Meeting of
Shareholders in 2008 or until a successor has been duly elected and
qualified. Holders of Common Shares, voting as a separate class, will
vote with respect to three Class II Trustees (Rod Dammeyer, Linda
Hutton Heagy and Wayne W. Whalen) designated to be elected by such
class of shares. An affirmative vote of a plurality of the Common
Shares of the Fund is required to elect the nominee. It is the
intention of the persons named in the enclosed proxy to vote the Shares
represented by them for the election of the nominee listed unless the
proxy is marked otherwise.
As in the past, only one class of trustees is being submitted to
shareholders of each Fund for election at the Meeting. The Declaration
of Trust of each Fund provides that the Board of Trustees shall consist
of
7
Trustees divided into three classes, the classes to be as nearly equal
in number as possible. The Trustees of only one class are elected at
each annual meeting so that the regular term of only one class of
Trustees will expire annually and any particular Trustee stands for
election only once in each three-year period. This type of
classification may prevent replacement of a majority of Trustees of a
Fund for up to a two-year period. The foregoing is subject to the
provisions of the Investment Company Act of 1940, as amended (the "1940
Act"), applicable state law based on the state of organization of each
Fund, each Fund's Declaration of Trust and each Fund's Bylaws.
8
INFORMATION REGARDING TRUSTEES AND NOMINEES FOR ELECTION AS TRUSTEE
The business and affairs of the Funds are managed under the direction of the
Board of Trustees. The tables below list the incumbent Trustees and nominees for
Trustee, their principal occupations during the last five years, other
directorships held by them and their affiliations, if any, with the Adviser or
its affiliates. The term "Fund Complex" includes each of the investment
companies advised by the Adviser as of the Record Date. Trustees of the Funds
generally serve three year terms or until their successors are duly elected and
qualified. All nominees have consented to being named in this Joint Proxy
Statement and have agreed to serve if elected.
INDEPENDENT TRUSTEES
<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 TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
David C. Arch(1) (60) Trustee + Chairman and Chief Executive Officer 78
Blistex Inc. of Blistex Inc., a consumer health
1800 Swift Drive care products manufacturer. Director
Oak Brook, IL 60523 of the Heartland Alliance, a
nonprofit organization serving human
needs based in Chicago. Director of
St. Vincent de Paul Center -- a
Chicago based day care facility
serving the children of low income
families. Board member of the
Illinois Manufacturers' Association.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
David C. Arch(1) (60) Trustee/Director/Managing
Blistex Inc. General Partner of funds in
1800 Swift Drive the Fund Complex.
Oak Brook, IL 60523
</Table>
9
<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 TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Jerry D. Choate(1) (67) Trustee + Prior to January 1999, Chairman and 76
33971 Selva Road Chief Executive Officer of the
Suite 130 Allstate Corporation ("Allstate") and
Dana Point, CA 92629 Allstate Insurance Company. Prior to
January 1995, President and Chief
Executive Officer of Allstate. Prior
to August 1994, various management
positions at Allstate.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Jerry D. Choate(1) (67) Trustee/Director/Managing
33971 Selva Road General Partner of funds in
Suite 130 the Fund Complex. Director
Dana Point, CA 92629 of Amgen Inc., a
biotechnological company,
and Director of Valero
Energy Corporation, an
independent refining
company.
</Table>
10
<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 TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Rod Dammeyer(2) (64) Trustee + President of CAC, L.L.C., a private 78
CAC, L.L.C. company offering capital investment
4350 LaJolla Village Drive and management advisory services.
Suite 980 Prior to February 2001, Vice Chairman
San Diego, CA 92122-6223 and Director of Anixter
International, Inc., a global
distributor of wire, cable and
communications connectivity products.
Prior to July 2000, Managing Partner
of Equity Group Corporate Investment
(EGI), a company that makes private
investments in other companies.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Rod Dammeyer(2) (64) Trustee/Director/Managing
CAC, L.L.C. General Partner of funds in
4350 LaJolla Village Drive the Fund Complex. Director
Suite 980 of Stericycle, Inc., Ventana
San Diego, CA 92122-6223 Medical Systems, Inc., and
GATX Corporation, and
Trustee of The Scripps
Research Institute. Prior to
January 2005, Trustee of the
University of Chicago
Hospitals and Health
Systems. Prior to April
2004, Director of
TheraSense, Inc. Prior to
January 2004, Director of
TeleTech Holdings Inc. and
Arris Group, Inc. Prior to
May 2002, Director of
Peregrine Systems Inc. Prior
to February 2001, Director
of IMC Global Inc.
</Table>
11
<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 TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Linda Hutton Heagy(2) (57) Trustee + Managing Partner of Heidrick & 76
Heidrick & Struggles Struggles, an executive search firm.
233 South Wacker Drive Trustee on the University of Chicago
Suite 7000 Hospitals Board, Vice Chair of the
Chicago, IL 60606 Board of the YMCA of Metropolitan
Chicago and a member of the Women's
Board of the University of Chicago.
Prior to 1997, Partner of Ray &
Berndtson, Inc., an executive
recruiting firm. Prior to 1996,
Trustee of The International House
Board, a fellowship and housing
organization for international
graduate students. Prior to 1995,
Executive Vice President of ABN AMRO,
N.A., a bank holding company. Prior
to 1992, Executive Vice President of
The Exchange National Bank.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Linda Hutton Heagy(2) (57) Trustee/Director/Managing
Heidrick & Struggles General Partner of funds in
233 South Wacker Drive the Fund Complex.
Suite 7000
Chicago, IL 60606
</Table>
12
<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 TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
R. Craig Kennedy(3) (53) Trustee + Director and President of the German 76
1744 R Street, N.W. Marshall Fund of the United States,
Washington, D.C. 20009 an independent U.S. foundation
created to deepen understanding,
promote collaboration and stimulate
exchanges of practical experience
between Americans and Europeans.
Formerly, advisor to the Dennis
Trading Group Inc., a managed futures
and option company that invests money
for individuals and institutions.
Prior to 1992, President and Chief
Executive Officer, Director and
member of the Investment Committee of
the Joyce Foundation, a private
foundation.
Howard J Kerr(1) (69) Trustee + Prior to 1998, President and Chief 78
736 North Western Avenue 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 TRUSTEE HELD BY TRUSTEE
R. Craig Kennedy(3) (53) Trustee/Director/Managing
1744 R Street, N.W. General Partner of funds in
Washington, D.C. 20009 the Fund Complex.
Howard J Kerr(1) (69) Trustee/Director/Managing
736 North Western Avenue General Partner of funds in
P.O. Box 317 the Fund Complex. Director
Lake Forest, IL 60045 of the Lake Forest Bank &
Trust.
</Table>
13
<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 TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Jack E. Nelson(3) (69) Trustee + President of Nelson Investment 76
423 Country Club Drive Planning Services, Inc., a financial
Winter Park, FL 32789 planning company and registered
investment adviser in the State of
Florida. President of Nelson Ivest
Brokerage Services Inc., a member of
the NASD, Securities Investors
Protection Corp. and the Municipal
Securities Rulemaking Board.
President of Nelson Sales and
Services Corporation, a marketing and
services company to support
affiliated companies.
Hugo F. Sonnenschein(3) (64) Trustee + President Emeritus and Honorary 78
1126 E. 59th Street Trustee of the University of Chicago
Chicago, IL 60637 and the Adam Smith Distinguished
Service Professor in the Department
of Economics at the University of
Chicago. Prior to July 2000,
President of the University of
Chicago. Trustee of the University of
Rochester and a member of its
investment committee. Member of the
National Academy of Sciences, the
American Philosophical Society and a
fellow of the American Academy of
Arts and Sciences.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Jack E. Nelson(3) (69) Trustee/Director/Managing
423 Country Club Drive General Partner of funds in
Winter Park, FL 32789 the Fund Complex.
Hugo F. Sonnenschein(3) (64) Trustee/Director/Managing
1126 E. 59th Street General Partner of funds in
Chicago, IL 60637 the Fund Complex. Director
of Winston Laboratories,
Inc.
</Table>
14
<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 TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Suzanne H. Woolsey, Ph.D.(1) Trustee + Previously Chief Communications 76
(63) Officer of the National Academy of
815 Cumberstone Road Sciences/ National Research Council,
Harwood, MD 20776 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 TRUSTEE HELD BY TRUSTEE
Suzanne H. Woolsey, Ph.D.(1) Trustee/Director/Managing
(63) General Partner of funds in
815 Cumberstone Road the Fund Complex. Director
Harwood, MD 20776 of Fluor Corp., an
engineering, procurement and
construction organization,
since January 2004 and
Director of Neurogen
Corporation, a
pharmaceutical company,
since January 1998.
</Table>
15
INTERESTED TRUSTEE
<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 TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Wayne W. Whalen*(2) (66) Trustee + Partner in the law firm of Skadden, Arps, Slate, Meagher & 78
333 West Wacker Drive Flom LLP, legal counsel to certain funds in the Fund
Chicago, IL 60606 Complex.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Wayne W. Whalen*(2) (66) Trustee/Director/
333 West Wacker Drive Managing General
Chicago, IL 60606 Partner of funds in
the Fund Complex.
Director of the
Abraham Lincoln
Presidential Library
Foundation.
</Table>
- ---------------
(1) Designated as a Class I trustee.
(2) Designated as a Class II trustee.
(3) Designated as a Class III trustee.
+ Each Trustee generally serves a three-year term from the date of election.
Each Trustee has served as a Trustee of each respective Fund since the year
shown in Annex C.
* Mr. Whalen is an interested person of funds in the Fund Complex by reason of
he and his firm currently providing legal services as legal counsel to such
funds in the Fund Complex.
16
REMUNERATION OF TRUSTEES
The compensation of Trustees and executive officers that are affiliated
persons (as defined in 1940 Act) of Asset Management or Van Kampen is paid by
the respective entity. The funds in the Fund Complex, including the Funds, 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.
Each Fund has adopted a retirement plan. Under the retirement plan, a
non-affiliated Trustee who is receiving Trustee's compensation from a Fund prior
to such non-affiliated Trustee's retirement, has at least 10 years of service
(including years of service prior to adoption of the retirement plan) for such
Fund and retires at or after attaining the age of 60, is eligible to receive a
retirement benefit each year for ten years following such Trustee's retirement
from such Fund. Non-affiliated Trustees retiring prior to the age of 60 or with
fewer than 10 years but more than 5 years of service may receive reduced
retirement benefits from a Fund. Each Trustee has served as a member of each
Fund's Board of Trustees since the year of such Trustee's appointment or
election as set forth on Annex C to this Proxy Statement.
17
Additional information regarding compensation and benefits for Trustees is set
forth below. As indicated in the notes accompanying the table, the amounts
relate to either the respective Fund's most recently completed fiscal year end
in 2004 or the Fund Complex's most recently completed calendar year ended
December 31, 2004.
COMPENSATION TABLE
<Table>
<Caption>
FUND COMPLEX
----------------------------------------------------------
TOTAL
COMPENSATION
AGGREGATE AGGREGATE PENSION OR AGGREGATE ESTIMATED BEFORE
COMPENSATION RETIREMENT BENEFITS ANNUAL BENEFITS DEFERRAL FROM
FROM EACH ACCRUED AS PART OF UPON FUND
NAME(1) FUND(2) FUND EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------ -------------------- ------------------- -------------
INDEPENDENT TRUSTEES
David C. Arch........... (2) 35,277$........ $147,500 $192,530
Jerry D. Choate......... (2) 82,527........ 126,000 200,002
Rod Dammeyer............ (2) 63,782........ 147,500 208,000
Linda Hutton Heagy...... (2) 24,465........ 142,500 184,784
R. Craig Kennedy........ (2) 16,911........ 142,500 200,002
Howard J Kerr........... (2) 140,743....... 146,250 208,000
Jack E. Nelson.......... (2) 97,294........ 109,500 200,002
Hugo F. Sonnenschein.... (2) 64,476........ 147,500 208,000
Suzanne H. Woolsey...... (2) 58,450........ 142,500 200,002
INTERESTED TRUSTEE
Wayne W. Whalen......... (2) 72,001........ 147,500 208,000
</Table>
- ---------------
N/A: Not applicable.
(1) Trustees not eligible for compensation and retirement benefits are not
included in the Compensation Table. Theodore A. Myers retired from the Board
of Trustees of the Funds and other funds in the Fund Complex as of December
31, 2003. J. Miles Branagan retired as a member of the Board of Trustees of
the Funds and other funds in the Fund Complex on December 31, 2004. Richard
F. Powers III and Mitchell M. Merin resigned as members of the Board of
Trustees of the Funds and other funds in the Fund Complex on September 22,
2005.
(2) The amount of aggregate compensation payable by each Fund for its most
recently completed fiscal year ended in 2004 before deferral by the Trustees
under the deferred compensation plan is shown in Annex D. Certain Trustees
deferred all or a portion of the aggregate compensation payable by each Fund
for its most recently completed fiscal year end in 2004 as shown in Annex E.
The deferred compensation plan is described above the table. Amounts
deferred are retained by the respective Fund and earn a rate of return
determined by reference to either the return on the Common Shares of the
Fund or the common shares of other funds in the Fund Complex as selected by
the respective Trustee. To the extent permitted by the 1940 Act, the Fund
may invest in securities of these funds selected by the Trustees in order to
match the deferred compensation obligation. The cumulative deferred
compensation (including earnings accrued thereon for each trustee) for each
Fund as of the end of its most recently completed fiscal year end in 2004 is
shown in Annex F.
(3) The amounts shown in this column represent the sum of the estimated pension
or retirement benefit accruals expected to be accrued by the operating funds
in the Fund Complex for their respective fiscal years ended in 2004. The
retirement plan is described above the compensation table.
(4) For each Trustee, the amounts shown in this column represent the sum of the
estimated annual benefits upon retirement payable per year by the operating
funds in the Fund Complex as of the calendar year ended December 31, 2004
for each year of the 10-year
18
period commencing in the year of such Trustee's anticipated retirement. Each
Fund is expected to pay benefits each year of the 10-year period commencing in
the year of such Trustee's retirement to those Trustees who retire at or over
the age of 60 and with at least ten years of service to each Fund. The
retirement plan is described above the compensation table. Because the funds
in the Fund Complex have different fiscal year ends, the amounts shown in
the column are presented on a calendar year basis.
(5) The amounts shown in this column are accumulated from the aggregate
compensation of the operating investment companies in the Fund Complex as of
the calendar year ended December 31, 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
Each Fund's Board of Trustees has three standing committees (an audit
committee, a brokerage and services committee and a governance committee). Each
committee is comprised solely of "Independent Trustees", which is defined for
purposes herein as trustees who: (1) are not "interested persons" of the Fund as
defined by the 1940 Act and (2) are "independent" of the respective Fund as
defined by the New York Stock Exchange, American Stock Exchange and Chicago
Stock Exchange listing standards.
Each Board's audit committee consists of 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 New York Stock Exchange, American Stock
Exchange and Chicago Stock Exchange listing standards. The audit committee makes
recommendations to the Board of Trustees concerning the selection of each Fund's
independent registered public accounting firm, reviews with such independent
registered public accounting firm the scope and results of each Fund's annual
audit and considers any comments which the independent registered public
accounting firm may have regarding each Fund's financial statements, books of
account or internal controls. Each Board of Trustees has adopted a formal
written charter for the audit committee which sets forth the audit committee's
responsibilities. The audit committee has reviewed and discussed the financial
statements of each Fund with management as well as with the independent
registered public accounting firm of each Fund, and discussed with the
independent registered public accounting firm the matters required to be
discussed under the Statement of Auditing Standards No. 61. The audit committee
has received the written disclosures and the letter from the independent
registered public accounting firm required under Independence Standard Board
Standard No. 1 and has discussed with the independent auditors their
independence. Based on this review, the audit committee recommended to the Board
of Trustees of each Fund that each Fund's audited financial statements be
included in each Fund's annual report to shareholders for the most recent fiscal
year for filing with the Securities and Exchange Commission ("SEC").
19
In accordance with proxy rules promulgated by the SEC, a fund's audit
committee charter is required to be filed at least once every three years as an
exhibit to a fund's proxy statement. The audit committee charter for each of the
Funds was attached as Annex K to the Funds' 2004 Proxy Statement.
Each Board's brokerage and services committee consists of Linda Hutton Heagy,
Hugo F. Sonnenschein and Suzanne H. Woolsey. The brokerage and services
committee reviews each Fund's allocation of brokerage transactions and
soft-dollar practices and reviews the transfer agency and shareholder servicing
arrangements.
Each Board's governance committee consists of 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 New York Stock Exchange, American
Stock Exchange and Chicago Stock Exchange listing standards. The governance
committee identifies individuals qualified to serve as Independent Trustees on
the Board and on committees of the Board, advises the Board with respect to
Board composition, procedures and committees, develops and recommends to the
Board a set of corporate governance principles applicable to the respective
Fund, monitors corporate governance matters and makes recommendations to the
Board, and acts as the administrative committee with respect to Board policies
and procedures, committee policies and procedures and codes of ethics. The
Independent Trustees of the respective Fund select and nominate any other
nominee Independent Trustees for the respective Fund. While the Independent
Trustees of the respective Fund expect to be able to continue to identify from
their own resources an ample number of qualified candidates for the Board of
Trustees as they deem appropriate, they will consider nominations from
shareholders to the Board. Nominations from shareholders should be in writing
and sent to the Independent Trustees as described below.
In accordance with proxy rules promulgated by the SEC, a fund's nominating
committee charter is required to be filed at least once every three years as an
exhibit to a fund's proxy statement. The governance committee charter for each
of the Funds, which includes each Fund's nominating policies, was attached as
Annex L to the Funds' 2004 Proxy Statement.
During the fiscal year ended October 31, 2004, the Board of Trustees of VKV,
VCV, VMV, VNV, VPV, VOT, VKI, VGM, VIM, VTF, VTJ, VTN, VTP, VMO, VKA, VAP, VKL,
VKQ, VFM, VOQ, VNM and VPQ each held 16 meetings. During each such Fund's last
fiscal year, the audit committee of each such Board held 6 meetings, the
brokerage and services committee of each Board held 4 meeting and the governance
committee held 5 meeting during each such Fund's last fiscal year. During the
last fiscal year, each of the Trustees of such Funds during the period such
Trustee served as a Trustee attended at least 75% of the meetings of
20
the respective Board of Trustees and all committee meetings thereof of which
such Trustee was a member.
During the fiscal year ended December 31, 2004, the Board of Trustees of VIN
and VLT each held 16 meetings. During each such Fund's last fiscal year, the
audit committee of each Board held 6 meetings, the brokerage and services
committee of each Board of each such Fund held 4 meetings and the governance
committee held 5 meetings during each such Fund's last fiscal year. During the
last fiscal year, each of the Trustees of such Funds during the period such
Trustee served as a Trustee attended at least 75% of the meetings of the
respective Board of Trustees and all committee meetings thereof of which such
Trustee was a member.
SHAREHOLDER COMMUNICATIONS
Shareholders may send communications to each Funds' Board of Trustees.
Shareholders should send communications intended for the Board by addressing the
communication directly to the Board (or individual Board members) and/or
otherwise clearly indicating in the salutation that the communication is for the
Board (or individual Board members) and by sending the communication to either
the applicable Fund's office or directly to such Board member(s) at the address
specified for such Trustee above. Other shareholder communications received by
any Fund not directly addressed and sent to the Board will be reviewed and
generally responded to by management, and will be forwarded to the Board only at
management's discretion based on the matters contained therein.
SHAREHOLDER APPROVAL
With respect to Proposal 1(a) through (d), the holders of Common Shares and
Preferred Shares, where applicable, voting as a separate class, will vote on the
respective nominees designated to be elected by such class of shares. The
affirmative vote of a plurality of the Common Shares of each Fund present at the
Meeting in person or by proxy is required to elect each nominee for Trustee
designated to be elected by the Common Shares and, where applicable, the
affirmative vote of a plurality of the Preferred Shares of each Fund present at
the Meeting in person or by proxy is required to elect each nominee for Trustee
designated to be elected by the Preferred Shares. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE "FOR ALL" OF THE NOMINEES.
21
OTHER INFORMATION
EXECUTIVE OFFICERS OF THE FUNDS
The following information relates to the executive officers of the Funds who
are not Trustee nominees. Each officer also serves in the same capacity for all
or a number of the other investment companies advised by the Adviser or
affiliates of the Adviser. The officers of the Funds are appointed annually by
the Trustees and serve for one year or until their respective successors are
chosen and qualified. The Funds' officers receive no compensation from the Funds
but may also be officers of the Adviser or officers of affiliates of the Adviser
and receive compensation in such capacities.
<Table>
<Caption>
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS
Ronald E. Robison (66) President and Officer President of funds in the Fund Complex since September 2005,
1221 Avenue of the Americas Principal since 2003 Principal Executive Officer of funds in the Fund Complex
New York, NY 10020 Executive Officer since 2003, and previously Executive Vice President of funds
in the Fund Complex from 2003 to 2005. Managing Director of
Morgan Stanley and Morgan Stanley & Co. Incorporated.
Managing Director and Director of Morgan Stanley Investment
Management Inc. Chief Administrative Officer, Managing
Director and Director of Morgan Stanley Investment Advisors
Inc. and Morgan Stanley Services Company Inc. 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 of Morgan Stanley Investment
Management Inc.
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>
22
<Table>
<Caption>
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS
Amy R. Doberman (43) Vice President Officer of Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas the Funds Management; Managing Director of Morgan Stanley Investment
New York, NY 10020 since 2004 Management, Inc., Morgan Stanley Investment Advisers Inc.
and the Adviser. Vice President of the Morgan Stanley
Institutional and Retail Funds since July 2004 and Vice
President of funds in the Fund Complex since August 2004.
Previously, Managing Director and General Counsel of
Americas, UBS Global Asset Management from July 2000 to July
2004 and General Counsel of Aeltus Investment Management,
Inc from January 1997 to July 2000.
Stefanie V. Chang (38) Vice President and Officer Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas Secretary since 2003 Vice President and Secretary of funds in the Fund Complex.
New York, NY 10020
John L. Sullivan (50) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza Officer since 1989 August 2004. Prior to August 2004, Director and Managing
P.O. Box 5555 Director of Van Kampen Investments, the Adviser, Van Kampen
Oakbrook Terrace, IL 60181 Advisors Inc. and certain other subsidiaries of Van Kampen
Investments, Vice President, Chief Financial Officer and
Treasurer of funds in the Fund Complex and head of Fund
Accounting for Morgan Stanley Investment Management. Prior
to December 2002, Executive Director of Van Kampen
Investments, the Adviser and Van Kampen Advisors Inc.
Phillip G. Goff (41) Chief Financial Officer of Executive Director of Morgan Stanley Investment Management
1 Parkview Plaza Officer and the Funds since June 2005. Chief Financial Officer and Treasurer of
Oakbrook Terrace, IL 60181 Treasurer since 2005 funds in the Fund Complex since August 2005. Prior to June
2005, Vice President and Chief Financial Officer of
Enterprise Capital Management, Inc., an investment holding
company.
</Table>
23
SHAREHOLDER INFORMATION
As of September 28, 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
August 31, 2005, certain Trustees and executive officers owned, directly or
beneficially, the number of Common Shares of each Fund as set forth in Annex G.
Except as indicated on Annex G, as of August 31, 2005, the Trustees and
executive officers of the Funds individually and as a group owned less than 1%
of the outstanding Shares of each Fund. Trustees and executive officers who do
not own any Common Shares of the Funds or Funds which are not owned by any
Trustee or executive officers have been omitted from the table in Annex G. As of
August 31, 2005, no Trustees or executive officers owned any Preferred Shares of
the Funds. Excluding deferred compensation balances as described in the
Compensation Table, as of August 31, 2005, each Trustee beneficially owned
equity securities of the Funds and other funds in the Fund Complex overseen by
the Trustees in the dollar range amounts as specified in Annex H. Including
deferred compensation balances as described in the Compensation Table, as of
August 31, 2005, each Trustee owned the dollar ranges of amounts of the Funds
and other funds in the Fund Complex as specified in Annex I.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934, as amended, require each of the Funds' Trustees, officers, investment
adviser, affiliated persons of the investment adviser and persons who own more
than 10% of a registered class of the Fund's equity securities to file forms
with the SEC and the New York Stock Exchange or American Stock Exchange, as
applicable, reporting their affiliation with the Fund and reports of ownership
and changes in ownership of Fund Shares. These persons and entities are required
by SEC regulation to furnish the Fund with copies of all such forms they file.
Based on a review of these forms furnished to each Fund, each Fund believes that
during its last fiscal year, its Trustees, officers, Adviser and affiliated
persons of the Adviser complied with the applicable filing requirements except
that except that Form 4 Filings relating to common shares of VMO, VKA, VGM, VIM
and VKQ on behalf of Wayne W. Whalen, a trustee of the Funds, inadvertently were
not filed in a timely manner.
INDEPENDENT AUDITORS
The Board of Trustees of each Fund, including a majority of the Trustees who
are not "interested persons" of each Fund (as defined by the 1940 Act), has
selected Deloitte & Touche LLP ("D&T") as the independent auditors to examine
the financial statements for the current fiscal year of each Fund. The selection
of D&T for the current fiscal year was recommended and approved by each Fund's
audit
24
committee and approved by each Fund's Board. Each of the Funds knows of no
direct or indirect financial interest of D&T in such Fund.
AUDIT AND OTHER FEES
Each Fund and certain "covered entities" were billed the amounts listed on
Annex J by D&T during such Fund's most recent two fiscal years.
The audit committee of each Board has considered whether the provision of non-
audit services performed by D&T to the Funds and "covered entities" is
compatible with maintaining D&T's independence in performing audit services. The
audit committee also is required to pre-approve services to "covered entities"
to the extent that the services are determined to have a direct impact on the
operations or financial reporting of the Funds and 100% of such services were
pre-approved by the audit committee pursuant to the audit committee's
pre-approval policies and procedures. The Board's pre-approval policies and
procedures are included as part of the Board's audit committee charter, which
was attached as Annex K to the Funds' 2004 Proxy Statement.
Representatives of D&T will attend the Meeting, will have the opportunity to
make a statement if they desire to do so and will be available to answer
appropriate questions.
EXPENSES
The expenses of preparing, printing and mailing the enclosed form of proxy,
the accompanying Notice and this Proxy Statement and all other costs, in
connection with the solicitation of proxies will be borne by the Funds. The
total amount of these expenses will be allocated among each of the Funds based
upon the total number of shareholders for each Fund in relation to the total
number of shareholders for all of the Funds participating in the Meeting. The
Funds will also reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Funds. In order to obtain the necessary quorum at the Meeting,
additional solicitation may be made by mail, telephone, telegraph, facsimile or
personal interview by representatives of the Funds, the Adviser or Van Kampen,
by the transfer agents of the Funds, by dealers or their representatives or by
Computershare Fund Services, a solicitation firm that has been engaged to assist
in proxy solicitation at an estimated cost of approximately $1,500 per Fund.
SHAREHOLDER PROPOSALS
To be considered for presentation at a shareholders' meeting, rules
promulgated by the SEC generally require that, among other things, a
shareholder's proposal must be received at the offices of the relevant Fund a
reasonable time before a
25
solicitation is made. Generally the annual meeting of shareholders for the Funds
has been held in June of each year. The 2005 annual meeting of shareholders was
moved to October of this year in an effort to better accommodate and control
costs related to the scheduling of special meetings of shareholders being held
for certain funds in the Fund Complex during the year. Consistent with prior
years, however, the 2006 annual meeting of shareholders for the Funds in
anticipated to be held in June. Shareholder proposals intended to be presented
at the year 2006 annual meeting of shareholders for a Fund pursuant to Rule
14a-8 under the Exchange Act of 1934, as amended (the "Exchange Act"), must be
received by the Fund at the Fund's principal executive offices by March 2, 2006.
In order for proposals made outside of Rule 14a-8 under the Exchange Act to be
considered "timely" within the meaning of Rule 14a-4(c) under the Exchange Act,
such proposals must be received by the Fund at the Fund's principal executive
offices not later than April 17, 2006. Timely submission of a proposal does not
necessarily mean that such proposal will be included. Any shareholder who wishes
to submit a proposal for consideration at a meeting of such shareholder's Fund
should send such proposal to the respective Fund at the principal executive
offices of the Fund at 1221 Avenue of the Americas, New York, New York 10020,
Attn: Van Kampen Asset Management General Counsel's Office.
GENERAL
Management of each Fund does not intend to present and does not have reason to
believe that others will present any other items of business at the Meeting.
However, if other matters are properly presented to the Meeting for a vote, the
proxies will be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.
A list of shareholders of each Fund entitled to be present and vote at the
Meeting will be available at the offices of the respective Fund, 1 Parkview
Plaza, Oakbrook Terrace, Illinois 60181-5555, for inspection by any shareholder
during regular business hours for ten days prior to the date of the Meeting.
Failure of a quorum to be present at the Meeting for any Fund may necessitate
adjournment and may subject such Fund to additional expense.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
STEFANIE V. CHANG
Vice President
October 5, 2005
26
ANNEX A
VAN KAMPEN CLOSED-END FUNDS
The following list sets forth the Van Kampen closed-end investment companies
(the "Funds") participating in the Joint Annual Meeting of Shareholders to be
held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook
Terrace, Illinois 60181-5555 on Friday, October 28, 2005, at 10:00 a.m. The name
in the first column below is the legal name for each Fund. The name in the
second column is the abbreviated name of each Fund and the designation in the
third column is the stock symbol of each Fund; the abbreviated name or stock
symbol are sometimes used to identify a specific Fund in the Joint Proxy
Statement. Each of the Funds has issued common shares of beneficial interest and
such common shares of the Funds are referred to herein as the "Common Shares."
Certain Funds have issued preferred shares of beneficial interest with a
liquidation preference per share as designated in the fourth column below, and
such preferred shares of the Funds are referred to herein as the "Preferred
Shares."
<Table>
<Caption>
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
Van Kampen Select Sector Select Sector VKL Remarketed Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Municipal Trust Municipal Trust VKQ Auction Preferred Shares,
liquidation preference
$25,000 per share
Van Kampen New York Quality New York Quality VNM Auction Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Pennsylvania Pennsylvania Quality VPQ Auction Preferred Shares,
Quality Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Florida Quality Florida Quality VFM Auction Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Ohio Quality Ohio Quality Municipal VOQ Auction Preferred Shares,
Municipal Trust Trust liquidation preference
$25,000 per share
Van Kampen Trust for Insured Trust for Insured VIM Auction Preferred Shares,
Municipals Municipals liquidation preference
$25,000 per share
Van Kampen Trust for Trust for Investment VGM Auction Preferred Shares,
Investment Grade Municipals Grade Municipals liquidation preference
$25,000 per share
Van Kampen Trust for Trust for Investment VTN Auction Preferred Shares,
Investment Grade New York Grade New York liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Trust for Trust for Investment VTP Auction Preferred Shares,
Investment Grade Grade Pennsylvania liquidation preference
Pennsylvania Municipals Municipals $25,000 per share
</Table>
A-1
<Table>
<Caption>
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
Van Kampen Trust for Trust for Investment VTF Auction Preferred Shares,
Investment Grade Florida Grade Florida liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Trust for Trust for Investment VTJ Auction Preferred Shares,
Investment Grade New Jersey Grade New Jersey liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Municipal Municipal Opportunity VMO Auction Preferred Shares,
Opportunity Trust Trust liquidation preference
$25,000 per share
Van Kampen Advantage Advantage Municipal VKA Auction Preferred Shares,
Municipal Income Trust Income Trust liquidation preference
$25,000 per share
Van Kampen Advantage Advantage Pennsylvania VAP Auction Preferred Shares,
Pennsylvania Municipal Municipal Income liquidation preference
Income Trust Trust $25,000 per share
Van Kampen Massachusetts Massachusetts Value VMV Auction Preferred Shares,
Value Municipal Income Municipal Income liquidation preference
Trust Trust $25,000 per share
Van Kampen New York Value New York Value VNV Auction Preferred Shares,
Municipal Income Trust Municipal Income liquidation preference
Trust $25,000 per share
Van Kampen California Value California Value VCV Auction Preferred Shares,
Municipal Income Trust Municipal Income liquidation preference
Trust $25,000 per share
Van Kampen Pennsylvania Pennsylvania Value VPV Auction Preferred Shares,
Value Municipal Income Municipal Income liquidation preference
Trust Trust $25,000 per share
Van Kampen Value Municipal Value Municipal Income VKV Auction Preferred Shares,
Income Trust Trust liquidation preference
$25,000 per share
Van Kampen Municipal Municipal Opportunity VOT Auction Preferred Shares,
Opportunity Trust II Trust II liquidation preference
$25,000 per share
Van Kampen Advantage Advantage Municipal VKI Auction Preferred Shares,
Municipal Income Trust II Income Trust II liquidation preference
$25,000 per share
Van Kampen High Income High Income Trust II VLT Auction Preferred Shares,
Trust II liquidation preference
$25,000 per share
Van Kampen Income Trust Income Trust VIN Not Applicable
</Table>
A-2
ANNEX B
VAN KAMPEN CLOSED-END FUNDS
The following list sets forth the number of issued and outstanding Common
Shares and Preferred Shares, where applicable, for each Fund as of September 28,
2005, the Record Date.
<Table>
<Caption>
FUND NAME COMMON SHARES PREFERRED SHARES
--------- ------------- ----------------
Select Sector Municipal Trust 4,682,127 1,360
Municipal Trust 39,379,538 13,000
New York Quality Municipal Trust 5,655,638 1,800
Pennsylvania Quality Municipal Trust 8,268,008 2,600
Florida Quality Municipal Trust 6,519,397 2,000
Ohio Quality Municipal Trust 4,330,866 1,400
Trust for Insured Municipals 9,808,246 3,600
Trust for Investment Grade Municipals 27,013,149 10,600
Trust for Investment Grade New York Municipals 6,211,330 2,400
Trust for Investment Grade Pennsylvania Municipals 7,432,384 2,800
Trust for Investment Grade Florida Municipals 5,563,437 2,240
Trust for Investment Grade New Jersey Municipals 6,103,771 2,600
Municipal Opportunity Trust 15,357,684 6,000
Advantage Municipal Income Trust 19,106,785 7,600
Advantage Pennsylvania Municipal Income Trust 4,368,552 1,600
Massachusetts Value Municipal Income Trust 2,688,314 1,000
New York Value Municipal Income Trust 4,291,172 1,600
California Value Municipal Income Trust 19,982,083 7,200
Pennsylvania Value Municipal Income Trust 4,476,965 1,800
Value Municipal Income Trust 23,555,115 9,000
Municipal Opportunity Trust II 11,681,272 4,600
Advantage Municipal Income Trust II 8,175,881 3,200
High Income Trust II 18,893,621 2,864
Income Trust 15,371,737 N/A
</Table>
B-1
ANNEX C
The table below sets forth the year in which each of the Trustees initially
was elected or appointed to the Board of Trustees of each Fund.
<Table>
<Caption>
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WHALEN WOOLSEY
---- ------ -------- ----- ------- ---- ------ ------------ ------ -------
High Income Trust II (VLT)......... 1989 2003 1989 2003 2003 1992 2003 1994 1989 2003
Florida Quality Municipal Trust
(VFM)............................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003
Municipal Trust (VKQ).............. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003
New York Quality Municipal Trust
(VNM)............................. 1991 2003 1991 2003 2003 1992 2003 1991 1991 2003
Ohio Quality Municipal Trust
(VOQ)............................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003
Pennsylvania Quality Municipal
Trust (VPQ)....................... 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003
Trust for Insured Municipals
(VIM)............................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003
Trust for Investment Grade
Municipals (VGM).................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003
Advantage Municipal Income Trust
(VKA)............................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Advantage Pennsylvania Municipal
Income Trust (VAP)................ 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Municipal Opportunity Trust
(VMO)............................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Trust for Investment Grade Florida
Municipals (VTF).................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Trust for Investment Grade New
Jersey Municipals (VTJ)........... 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Trust for Investment Grade New York
Municipals (VTN).................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Trust for Investment Grade
Pennsylvania Municipals (VTP)..... 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003
Advantage Municipal Income Trust II
(VKI)............................. 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
California Value Municipal Income
Trust (VCV)....................... 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
Massachusetts Value Municipal
Income Trust (VMV)................ 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
Municipal Opportunity Trust II
(VOT)............................. 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
New York Value Municipal Income
Trust (VNV)....................... 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
Pennsylvania Value Municipal Income
Trust (VPV)....................... 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
Select Sector Municipal Trust
(VKL)............................. 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
Value Municipal Income Trust
(VKV)............................. 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003
Income Trust (VIN)................. 1997 2003 1997 2003 2003 1997 2003 1997 1997 2003
</Table>
C-1
ANNEX D
2004 AGGREGATE COMPENSATION BEFORE DEFERRAL FROM EACH FUND
<Table>
<Caption>
NAME OF FUND FISCAL YEAR-END ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR
------------ --------------- ---- ------ -------- ----- ------- ----
Advantage Municipal Income Trust.................. 10/31 $4,359 $6,007 $4,365 $5,805 $6,007 $4,565
Advantage Municipal Income Trust II............... 10/31 2,454 3,222 2,460 3,020 3,222 2,660
Advantage Pennsylvania Municipal Income Trust..... 10/31 1,921 2,444 1,927 2,242 2,444 2,127
California Value Municipal Income Trust........... 10/31 2,209 2,864 2,215 2,662 2,864 2,415
Florida Quality Municipal Trust................... 10/31 2,195 2,846 2,201 2,644 2,846 2,401
Massachusetts Value Municipal Income Trust........ 10/31 1,639 2,028 1,645 1,827 2,028 1,845
Municipal Opportunity Trust....................... 10/31 3,736 5,092 3,742 4,891 5,092 3,942
Municipal Opportunity Trust II.................... 10/31 3,008 4,030 3,014 3,829 4,030 3,214
Municipal Trust................................... 10/31 6,729 9,470 6,735 9,269 9,470 6,935
New York Quality Municipal Trust.................. 10/31 2,084 2,676 2,090 2,475 2,676 2,290
New York Value Municipal Income Trust............. 10/31 1,903 2,414 1,909 2,213 2,414 2,109
Ohio Quality Municipal Trust...................... 10/31 1,883 2,384 1,889 2,183 2,384 2,089
Pennsylvania Quality Municipal Trust.............. 10/31 2,466 3,237 2,472 3,036 3,237 2,672
Pennsylvania Value Municipal Income Trust......... 10/31 1,943 2,472 1,949 2,271 2,472 2,149
Select Sector Municipal Trust..................... 10/31 1,836 2,316 1,842 2,115 2,316 2,042
Trust for Insured Municipals...................... 10/31 2,760 3,666 2,766 3,465 3,666 2,966
Trust for Investment Grade Florida Municipals..... 10/31 2,150 2,775 2,156 2,574 2,775 2,356
Trust for Investment Grade Municipals............. 10/31 5,706 7,974 5,712 7,773 7,974 5,912
Trust for Investment Grade New Jersey
Municipals....................................... 10/31 2,300 2,991 2,306 2,790 2,991 2,506
Trust for Investment Grade New York Municipals.... 10/31 2,243 2,908 2,249 2,707 2,908 2,449
Trust for Investment Grade Pennsylvania
Municipals....................................... 10/31 2,437 3,192 2,443 2,991 3,192 2,643
Value Municipal Income Trust...................... 10/31 4,864 6,739 4,870 6,538 6,739 5,070
High Income Trust II.............................. 12/31 1,410 1,805 1,616 1,604 1,805 1,616
Income Trust...................................... 12/31 1,620 2,118 1,826 1,916 2,118 1,826
<Caption>
NAME OF FUND NELSON SONNENSCHEIN WHALEN WOOLSEY
------------ ------ ------------ ------ -------
Advantage Municipal Income Trust.................. $6,007 $4,565 $4,565 $6,007
Advantage Municipal Income Trust II............... 3,222 2,660 2,660 3,222
Advantage Pennsylvania Municipal Income Trust..... 2,444 2,127 2,127 2,444
California Value Municipal Income Trust........... 2,864 2,415 2,415 2,864
Florida Quality Municipal Trust................... 2,846 2,401 2,401 2,846
Massachusetts Value Municipal Income Trust........ 2,028 1,845 1,845 2,028
Municipal Opportunity Trust....................... 5,092 3,942 3,942 5,092
Municipal Opportunity Trust II.................... 4,030 3,214 3,214 4,030
Municipal Trust................................... 9,470 6,935 6,935 9,470
New York Quality Municipal Trust.................. 2,676 2,290 2,290 2,676
New York Value Municipal Income Trust............. 2,414 2,109 2,109 2,414
Ohio Quality Municipal Trust...................... 2,384 2,089 2,089 2,384
Pennsylvania Quality Municipal Trust.............. 3,237 2,672 2,672 3,237
Pennsylvania Value Municipal Income Trust......... 2,472 2,149 2,149 2,472
Select Sector Municipal Trust..................... 2,316 2,042 2,042 2,316
Trust for Insured Municipals...................... 3,666 2,966 2,966 3,666
Trust for Investment Grade Florida Municipals..... 2,775 2,356 2,356 2,775
Trust for Investment Grade Municipals............. 7,974 5,912 5,912 7,974
Trust for Investment Grade New Jersey
Municipals....................................... 2,991 2,506 2,506 2,991
Trust for Investment Grade New York Municipals.... 2,908 2,449 2,449 2,908
Trust for Investment Grade Pennsylvania
Municipals....................................... 3,192 2,643 2,643 3,192
Value Municipal Income Trust...................... 6,739 5,070 5,070 6,739
High Income Trust II.............................. 1,805 1,616 1,616 1,805
Income Trust...................................... 2,118 1,826 1,826 2,118
</Table>
D-1
ANNEX E
2004 AGGREGATE COMPENSATION DEFERRED FOR EACH FUND
<Table>
<Caption>
NAME OF FUND FISCAL YEAR-END CHOATE DAMMEYER HEAGY NELSON SONNENSCHEIN WHALEN
------------ --------------- ------ -------- ----- ------ ------------ ------
Advantage Municipal Income Trust............... 10/31 $6,007 $4,365 $5,805 $6,007 $4,565 $4,565
Advantage Municipal Income Trust II............ 10/31 3,222 2,460 3,020 3,222 2,660 2,660
Advantage Pennsylvania Municipal Income
Trust......................................... 10/31 2,444 1,927 2,242 2,444 2,127 2,127
California Value Municipal Income Trust........ 10/31 2,864 2,215 2,662 2,864 2,415 2,415
Florida Quality Municipal Trust................ 10/31 2,846 2,201 2,644 2,846 2,401 2,401
Massachusetts Value Municipal Income Trust..... 10/31 2,028 1,645 1,827 2,028 1,845 1,845
Municipal Opportunity Trust.................... 10/31 5,092 3,742 4,891 5,092 3,942 3,942
Municipal Opportunity Trust II................. 10/31 4,030 3,014 3,829 4,030 3,214 3,214
Municipal Trust................................ 10/31 9,470 6,735 9,269 9,470 6,935 6,935
New York Quality Municipal Trust............... 10/31 2,676 2,090 2,475 2,676 2,290 2,290
New York Value Municipal Income Trust.......... 10/31 2,414 1,909 2,213 2,414 2,109 2,109
Ohio Quality Municipal Trust................... 10/31 2,384 1,889 2,183 2,384 2,089 2,089
Pennsylvania Quality Municipal Trust........... 10/31 3,237 2,472 3,036 3,237 2,672 2,672
Pennsylvania Value Municipal Income Trust...... 10/31 2,472 1,949 2,271 2,472 2,149 2,149
Select Sector Municipal Trust.................. 10/31 2,316 1,842 2,115 2,316 2,042 2,042
Trust for Insured Municipals................... 10/31 3,666 2,766 3,465 3,666 2,966 2,966
Trust for Investment Grade Florida
Municipals.................................... 10/31 2,775 2,156 2,574 2,775 2,356 2,356
Trust for Investment Grade Municipals.......... 10/31 7,974 5,712 7,773 7,974 5,912 5,912
Trust for Investment Grade New Jersey
Municipals.................................... 10/31 2,991 2,306 2,790 2,991 2,506 2,506
Trust for Investment Grade New York
Municipals.................................... 10/31 2,908 2,249 2,707 2,908 2,449 2,449
Trust for Investment Grade Pennsylvania
Municipals.................................... 10/31 3,192 2,443 2,991 3,192 2,643 2,643
Value Municipal Income Trust................... 10/31 6,739 4,870 6,538 6,739 5,070 5,070
High Income Trust II........................... 12/31 1,805 1,616 1,604 1,805 1,616 1,616
Income Trust................................... 12/31 2,118 1,826 1,916 2,118 1,826 1,826
</Table>
E-1
ANNEX F
CUMULATIVE COMPENSATION DEFERRED (PLUS INTEREST) FROM EACH FUND
<Table>
<Caption>
NAME OF FUND FISCAL YEAR-END CHOATE DAMMEYER HEAGY KERR NELSON SONNENSCHEIN WHALEN
------------ --------------- ------ -------- ----- ---- ------ ------------ ------
Advantage Municipal Income Trust.... 10/31 $7,880 $61,304 $ 7,780 $29,593 $7,811 $53,372 $54,157
Advantage Municipal Income Trust
II................................. 10/31 4,255 44,682 4,109 28,176 4,218 39,105 38,576
Advantage Pennsylvania Municipal
Income Trust....................... 10/31 3,247 40,187 3,089 27,798 3,219 35,244 34,364
California Value Municipal Income
Trust.............................. 10/31 3,795 42,635 3,644 27,996 3,763 37,346 36,655
Florida Quality Municipal Trust..... 10/31 3,768 42,583 3,616 28,002 3,736 37,299 36,609
Massachusetts Value Municipal Income
Trust.............................. 10/31 2,704 37,611 2,539 27,572 2,681 33,033 31,946
Municipal Opportunity Trust......... 10/31 6,697 56,270 6,583 29,169 6,638 49,045 49,442
Municipal Opportunity Trust II...... 10/31 5,306 49,488 5,175 28,587 5,260 43,230 43,081
Municipal Trust..................... 10/31 12,378 81,838 12,335 31,468 12,268 71,005 73,419
New York Quality Municipal Trust.... 10/31 3,549 41,620 3,395 27,919 3,518 36,473 35,707
New York Value Municipal Income
Trust.............................. 10/31 3,206 39,861 3,048 27,763 3,179 34,966 34,055
Ohio Quality Municipal Trust........ 10/31 3,171 39,797 3,013 27,766 3,144 34,909 33,997
Pennsylvania Quality Municipal
Trust.............................. 10/31 4,284 44,973 4,139 28,208 4,246 39,350 38,851
Pennsylvania Value Municipal Income
Trust.............................. 10/31 3,285 40,254 3,128 27,797 3,257 35,302 34,424
Select Sector Municipal Trust....... 10/31 3,079 39,314 2,919 27,724 3,053 34,496 33,545
Trust for Insured Municipals........ 10/31 4,054 47,305 3,894 28,439 4,018 41,381 41,061
Trust for Investment Grade Florida
Municipals......................... 10/31 4,465 71,954 4,335 55,245 4,427 62,796 60,599
Trust for Investment Grade
Municipals......................... 10/31 10,447 71,918 10,380 30,633 10,354 62,616 64,217
Trust for Investment Grade New
Jersey Municipals.................. 10/31 3,960 71,820 3,812 55,335 3,926 62,806 60,571
Trust for Investment Grade New York
Municipals......................... 10/31 3,855 43,107 3,706 28,041 3,822 37,741 37,095
Trust for Investment Grade
Pennsylvania Municipals............ 10/31 4,225 44,834 4,080 28,187 4,188 39,219 38,710
Value Municipal Income Trust........ 10/31 8,835 65,657 8,748 29,954 8,757 57,110 58,237
High Income Trust II................ 12/31 3,193 36,828 2,925 28,678 3,218 35,710 34,959
Income Trust........................ 12/31 3,708 17,561 3,430 2,245 3,736 17,183 18,924
</Table>
F-1
ANNEX G
TRUSTEE OWNERSHIP OF COMMON SHARES OF THE FUNDS
The table below indicates the number of Common Shares of the respective
Funds listed below owned by each Trustee listed below as of August 31, 2005, and
the percentage of such Trustee's Common Shares to the total Common Shares
outstanding for such Fund is shown in parenthesis when such ownership
individually exceeds 1% of the total Common Shares outstanding.
<Table>
<Caption>
ARCH DAMMEYER HEAGY KENNEDY SONNENSCHEIN WHALEN WOOLSEY
---- -------- ----- ------- ------------ ------ -------
Advantage Municipal Income Trust(1).................. 300 191,821(1.00%) 100 100 350 856
Advantage Municipal Income Trust II(2)............... 500 141,992(1.74%) 350 500
California Value Municipal Income Trust(3)........... 215,007(1.08%)
High Income Trust II................................. 1,081 31,927 150 11,368
Income Trust......................................... 930
Municipal Opportunity Trust.......................... 300 6,495 100 100 300 902 350
Municipal Opportunity Trust II....................... 115,749 350 500
Municipal Trust...................................... 1,126 8,421 162 162 486 1,393
Select Sector Municipal Trust........................ 508 11,000 100 100 350 500
Trust for Insured Municipals......................... 300 50 911
Trust for Investment Grade Municipals................ 300 903 355
Value Municipal Income Trust......................... 61,527
</Table>
- ---------------
(1) The Trustees as a group own 1.01% of the total Common Shares outstanding of
Advantage Municipal Income Trust
(2) The Trustees as a group own 1.75% of the total Common Shares outstanding of
Advantage Municipal Income Trust II
(3) The Trustees as a group own 1.08% of the total Common Shares outstanding of
California Value Municipal Income Trust
G-1
ANNEX H
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
The table below indicates the aggregate dollar range of equity securities of
the respective Funds listed below owned by each Trustee listed below as of
August 31, 2005.
<Table>
<Caption>
INDEPENDENT TRUSTEES
----------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY
---- ------ -------- -----
Advantage Municipal Income Trust............................ $1-$10,000 over $100,000 $1-$10,000
Advantage Municipal Income Trust II......................... $1-$10,000 over $100,000
California Value Municipal Trust............................ over $100,000
High Income Trust II........................................ $1-$10,000 over $100,000
Income Trust................................................
Municipal Opportunity Trust................................. $1-$10,000 $50,001- $1-$10,000
$100,000
Municipal Opportunity Trust II.............................. over $100,000
Municipal Trust............................................. $10,001-$50,000 over $100,000 $1-$10,000
Select Sector Municipal Trust............................... $1-$10,000 over $100,000 $1-$10,000
Trust for Insured Municipals................................ $1-$10,000
Trust for Investment Grade Municipals....................... $1-$10,000
Value Municipal Income Trust................................ over $100,000
Aggregate Dollar Range of Equity Securities in all
Registered Investment Companies Overseen by Trustee in the
Fund Complex............................................... $50,001-$100,000 $1-$10,000 over $100,000 $50,001-
$100,000
<Caption>
INDEPENDENT TRUSTEES
------------------------------------------------------
KENNEDY KERR NELSON SONNENSCHEIN
------- ---- ------ ------------
Advantage Municipal Income Trust............................ $1-$10,000 $1-$10,000
Advantage Municipal Income Trust II......................... $1-$10,000
California Value Municipal Trust............................
High Income Trust II........................................ $1-$10,000
Income Trust................................................
Municipal Opportunity Trust................................. $1-$10,000 $1-$10,000
Municipal Opportunity Trust II.............................. $1-$10,000
Municipal Trust............................................. $1-$10,000 $1-$10,000
Select Sector Municipal Trust............................... $1-$10,000 $1-$10,000
Trust for Insured Municipals................................ $1-$10,000
Trust for Investment Grade Municipals.......................
Value Municipal Income Trust................................
Aggregate Dollar Range of Equity Securities in all
Registered Investment Companies Overseen by Trustee in the
Fund Complex............................................... over $1-$10,000 $1-$10,000 $10,001-
$100,000 $50,000
<Caption>
INDEPENDENT TRUSTEES ERESTED TRUSTEE
--------------- ------------------
WOOLSEY WHALEN
------- ------
Advantage Municipal Income Trust............................ $10,001-$50,000
Advantage Municipal Income Trust II......................... $1-$10,000
California Value Municipal Trust............................
High Income Trust II........................................ $50,001-$100,000
Income Trust................................................ $1-$10,000
Municipal Opportunity Trust................................. $1-$10,000 $10,001-$50,000
Municipal Opportunity Trust II.............................. $1-$10,000
Municipal Trust............................................. $10,001-$50,000
Select Sector Municipal Trust............................... $1-$10,000
Trust for Insured Municipals................................ $10,001-$50,000
Trust for Investment Grade Municipals....................... $1-$10,000 $10,001-$50,000
Value Municipal Income Trust................................
Aggregate Dollar Range of Equity Securities in all
Registered Investment Companies Overseen by Trustee in the
Fund Complex............................................... $10,001-$50,000 over $100,000
</Table>
H-1
ANNEX I
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
The table below indicates the aggregate dollar range of equity securities of
the respective Funds listed below owned by each Trustee, combining equity
beneficial ownership with such Trustees' deferred compensation amounts, as of
August 31, 2005.
<Table>
<Caption>
INDEPENDENT TRUSTEES
---------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON
---- ------ -------- ----- ------- ---- ------
Advantage Municipal Income Trust... $1-$10,000 over $100,000 $1-$10,000 $1-$10,000
Advantage Municipal Income Trust
II................................ $1-$10,000 over $100,000
California Value Municipal Income
Trust............................. over $100,000
High Income Trust II............... $1-$10,000 over $100,000 $1-$10,000
Income Trust.......................
Municipal Opportunity Trust........ $1-$10,000 $50,001- $1-$10,000 $1-$10,000
$100,000
Municipal Opportunity Trust II..... over $100,000 over
$100,000
Municipal Trust.................... $10,001- over $100,000 $1-$10,000 $1-$10,000
$50,000
Select Sector Municipal Trust...... $1-$10,000 over $100,000 $1-$10,000 $1-$10,000
Trust for Insured Municipals....... $1-$10,000 $1-$10,000
Trust for Investment Grade
Municipals........................ $1-$10,000
Value Municipal Income Trust....... over $100,000
Aggregate Dollar Range of Equity
Securities and Deferred
Compensation in all Registered
Investment Companies Overseen by
Trustee in the Fund Complex....... $50,001- over over $100,000 over over over over
$100,000 $100,000 $100,000 $100,000 $100,000 $100,000
<Caption>
INTERESTED
INDEPENDENT TRUSTEES TRUSTEE
-------------------------- ----------
SONNENSCHEIN WOOLSEY WHALEN
------------ ------- ------
Advantage Municipal Income Trust... $1-$10,000 $10,001-
$50,000
Advantage Municipal Income Trust
II................................ $1-$10,000 $1-$10,000
California Value Municipal Income
Trust.............................
High Income Trust II............... $50,001-
$100,000
Income Trust....................... $1-$10,000
Municipal Opportunity Trust........ $1-$10,000 $1-$10,000 $10,001-
$50,000
Municipal Opportunity Trust II..... $1-$10,000 $1-$10,000
Municipal Trust.................... $1-$10,000 $10,001-
$50,000
Select Sector Municipal Trust...... $1-$10,000 $1-$10,000
Trust for Insured Municipals....... $10,001-
$50,000
Trust for Investment Grade
Municipals........................ $1-$10,000 $10,001-
$50,000
Value Municipal Income Trust.......
Aggregate Dollar Range of Equity
Securities and Deferred
Compensation in all Registered
Investment Companies Overseen by
Trustee in the Fund Complex....... over $100,000 $10,001- over
$50,000 $100,000
</Table>
I-1
ANNEX J
FISCAL YEAR END 2004 AUDIT AND OTHER FEES
<Table>
<Caption>
NON-AUDIT FEES
-----------------------------------------------------
NAME OF FUND FISCAL YEAR-END AUDIT FEES AUDIT-RELATED TAX ALL OTHER TOTAL NON-AUDIT TOTAL
------------ --------------- ---------- ------------- --- --------- --------------- -----
Advantage Municipal Income
Trust.......................... 10/31 $29,480 $ 370 $1,550 $0 $ 1,920 $ 31,400
Advantage Municipal Income Trust
II............................. 10/31 23,880 370 1,550 0 1,920 25,800
Advantage Pennsylvania Municipal
Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800
California Value Municipal
Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800
Florida Quality Municipal
Trust.......................... 10/31 23,880 370 1,550 0 1,920 25,800
Massachusetts Value Municipal
Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800
Municipal Opportunity Trust..... 10/31 29,480 370 1,550 0 1,920 31,400
Municipal Opportunity Trust
II............................. 10/31 29,480 370 1,550 0 1,920 31,400
Municipal Trust................. 10/31 29,480 370 1,550 0 1,920 31,400
New York Quality Municipal
Trust.......................... 10/31 23,880 370 1,550 0 1,920 25,800
New York Value Municipal Income
Trust.......................... 10/31 23,880 370 1,550 0 1,920 25,800
Ohio Quality Municipal Trust.... 10/31 23,880 370 1,550 0 1,920 25,800
Pennsylvania Quality Municipal
Trust.......................... 10/31 23,880 370 1,550 0 1,920 25,800
Pennsylvania Value Municipal
Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800
Select Sector Municipal Trust... 10/31 23,880 370 1,550 0 1,920 25,800
Trust for Insured Municipals.... 10/31 29,480 370 1,550 0 1,920 31,400
Trust for Investment Grade
Florida Municipals............. 10/31 23,880 370 1,550 0 1,920 25,800
Trust for Investment Grade
Municipals..................... 10/31 29,480 370 1,550 0 1,920 31,400
Trust for Investment Grade New
Jersey Municipals.............. 10/31 23,880 370 1,550 0 1,920 25,800
Trust for Investment Grade New
York Municipals................ 10/31 23,880 370 1,550 0 1,920 25,800
Trust for Investment Grade
Pennsylvania Municipals........ 10/31 23,880 370 1,550 0 1,920 25,800
Value Municipal Income Trust.... 10/31 29,480 370 1,550 0 1,920 31,400
High Income Trust II............ 12/31 42,130 750 1,550 0 2,300 44,430
Income Trust.................... 12/31 24,780 0 1,550 0 1,550 26,330
Covered Entities(1)............. N/A 198,000(2) 0 0 198,000 198,000
</Table>
- ---------------
N/A- Not applicable.
(1) Covered Entities include the Adviser and any entity controlling, controlled
by or under common control with the Adviser that provides ongoing services
to the Funds.
(2) Audit-Related Fees represent assurance and related services provided that
are reasonably related to the performance of the audit of Covered Entities'
financial statements.
(3) Tax Fees represent tax compliance services provided in connection with the
review of the Funds' tax returns.
J-1
FISCAL YEAR END 2003 AUDIT AND OTHER FEES
<Table>
<Caption>
NON-AUDIT FEES
-----------------------------------------------------
NAME OF FUND FISCAL YEAR-END AUDIT FEES AUDIT-RELATED TAX(3) ALL OTHER TOTAL NON-AUDIT TOTAL
------------ --------------- ---------- ------------- ------ --------- --------------- -----
Advantage Municipal Income
Trust.......................... 10/31 27,575 3,170 1,500 0 4,670 32,245
Advantage Municipal Income Trust
II............................. 10/31 22,275 3,170 1,500 0 4,670 26,945
Advantage Pennsylvania Municipal
Income Trust................... 10/31 22,274 3,170 1,500 0 4,670 26,944
California Value Municipal
Income Trust................... 10/31 22,274 3,170 1,500 0 4,670 26,944
Florida Quality Municipal
Trust.......................... 10/31 22,274 3,170 1,500 0 4,670 26,944
Massachusetts Value Municipal
Income Trust................... 10/31 22,274 3,170 1,500 0 4,670 26,944
Municipal Opportunity Trust..... 10/31 27,574 3,170 1,500 0 4,670 32,244
Municipal Opportunity Trust
II............................. 10/31 27,574 3,170 1,500 0 4,670 32,244
Municipal Trust................. 10/31 27,574 3,170 1,500 0 4,670 32,244
New York Quality Municipal
Trust.......................... 10/31 22,274 3,170 1,500 0 4,670 26,944
New York Value Municipal Income
Trust.......................... 10/31 22,274 3,170 1,500 0 4,670 26,944
Ohio Quality Municipal Trust.... 10/31 22,274 3,170 1,500 0 4,670 26,944
Pennsylvania Quality Municipal
Trust.......................... 10/31 22,274 3,170 1,500 0 4,670 26,944
Pennsylvania Value Municipal
Income Trust................... 10/31 22,274 3,170 1,500 0 4,670 26,944
Select Sector Municipal Trust... 10/31 22,274 3,170 1,500 0 4,670 26,944
Trust for Insured Municipals.... 10/31 27,574 3,170 1,500 0 4,670 32,244
Trust for Investment Grade
Florida Municipals............. 10/31 22,274 3,170 1,500 0 4,670 26,944
Trust for Investment Grade
Municipals..................... 10/31 27,574 3,170 1,500 0 4,670 32,244
Trust for Investment Grade New
Jersey Municipals.............. 10/31 22,274 3,170 1,500 0 4,670 26,944
Trust for Investment Grade New
York Municipals................ 10/31 22,274 3,170 1,500 0 4,670 26,944
Trust for Investment Grade
Pennsylvania Municipals........ 10/31 22,274 3,170 1,500 0 4,670 26,944
Value Municipal Income Trust.... 10/31 27,575 3,170 1,500 0 4,670 32,245
High Income Trust II............ 12/31 38,135 3,550 1,500 0 5,050 43,185
Income Trust.................... 12/31 21,730 0 1,500 0 1,500 23,230
Covered Entities(1)............. N/A 230,000(2) 0 0 230,000 230,000
</Table>
- ---------------
N/A- Not applicable.
(1) Covered Entities include the Adviser and any entity controlling, controlled
by or under common control with the Adviser that provides ongoing services
to the Funds.
(2) Audit-Related Fees represent assurance and related services provided that
are reasonably related to the performance of the audit of Covered Entities'
financial statements.
(3) Tax Fees represent tax compliance services provided in connection with the
review of the Funds' tax returns.
J-2
[VAN KAMPEN INVESTMENTS LOGO]
VKCL 05
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXX TRUST
JOINT ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN XXXXX
TRUST, a XXXXX business trust (the "Fund"), hereby appoints
XXXXX, XXXXX and XXXXX and each of them or their respective
designees, with full power of substitution and revocation, as
proxies to represent the undersigned at the Joint Annual Meeting
of Shareholders to be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555, on Friday, October 28, 2005 at 10:00 a.m., and any
and all adjournments thereof (the "Meeting"), and thereat to vote
all XXXXX Shares which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally
present, in accordance with the instructions indicated herein.
<Table>
FOR ALL
1. Authority to vote for the election as Trustees, the nominees FOR WITHHOLD EXCEPT
named below: [ ] [ ] [ ]
Class X Trustees: (01) XXXXX, (02) XXXXX (03) XXXXX and (04)
XXXXX
------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
CHECK "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME ON THE
LINE BELOW.
------------------------------------------------------------
2. To transact such other business as may properly come before
the Meeting.
</Table>
If more than one of the proxies, or their substitutes, are
present at the Meeting or any adjournment thereof, they jointly
(or, if only one is present and voting then that one) shall have
authority and may exercise all powers granted hereby. This Proxy,
when properly executed, will be voted in accordance with the
instructions marked by the undersigned on the reverse side. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
PROPOSAL DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF MEETING AND JOINT PROXY STATEMENT FOR THE MEETING TO BE
HELD ON OCTOBER 28, 2005.
<Table>
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE
HAS YOUR ADDRESS CHANGED? Date
-------------------------------------------- ------------------
Shareholder signature
- ------------------------------------------ -------------------------------------------- Date --------------
Co-owner signature (if applicable)
- ------------------------------------------
- ------------------------------------------
Mark box at right if an address change has
been noted on the reverse side of this
card. [ ]
Please sign this Proxy exactly as your name
or names appear on the books of the Fund.
When signing as attorney, trustee, executor,
administrator, custodian, guardian or
corporate officer, please give full title.
If common shares are held jointly, each
holder must sign.
</Table>