SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to
Section 240.14a-12
VAN KAMPEN EXCHANGE FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee Required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
/ / Fee paid previously with preliminary materials.
-- MAY 2006 --
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IMPORTANT NOTICE
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TO VAN KAMPEN
EXCHANGE FUND PARTNERS
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QUESTIONS & ANSWERS
- ---------------------------------------
Although we recommend that you read the complete Proxy Statement, we have
provided for your convenience a brief overview of the issues to be voted on.
- ---------------------------------------
Q WHY AM I RECEIVING THIS
PROXY STATEMENT?
A This is the Annual Meeting
of Partners. You are being asked to vote on a proposal to elect ten nominees for
Managing General Partners.
Q WILL MY VOTE MAKE
A DIFFERENCE?
A Yes, your vote is important
and will make a difference. We encourage all Partners to participate in the
governance of their Fund.
Q HOW DO THE MANAGING
GENERAL PARTNERS OF THE FUND SUGGEST THAT I VOTE?
A They recommend that you
vote "For All" of the nominees on the enclosed proxy card.
Q HOW DO I VOTE MY PROXY?
A You may cast your vote by
mail, phone or internet. To vote by mail, please mark your vote on the enclosed
proxy card and sign, date and return the card in the postage-paid envelope
provided. If you choose to vote via phone or internet, please refer to the
instructions found on the proxy card accompanying this Proxy Statement. To vote
by phone or internet, you will need the "control number" that appears on the
proxy card.
Q WHOM DO I CALL IF I
HAVE QUESTIONS?
A Please call Van Kampen's
Client Relations Department at 1-800-341-2808 (Telecommunications Device for the
Deaf users may call 1-800-421-2833) or visit our web site at www.vankampen.com,
where you can send us an e-mail message by selecting "Contact Us".
ABOUT THE PROXY CARD
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Please vote on each issue using blue or black ink to mark an X in one of the
boxes provided on the proxy card.
ELECTION OF MANAGING GENERAL PARTNERS - mark "For All," "Withhold" or "For All
Except."
To withhold authority to vote for one or more nominees, check "For All Except"
and write the nominee's name on 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>
[X] PLEASE MARK PROXY
VOTES AS IN
THIS EXAMPLE
</Table>
VAN KAMPEN EXCHANGE FUND
ANNUAL MEETING OF PARTNERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
<Table>
<Caption>
FOR
FOR ALL
ALL WITHHOLD EXCEPT
To vote to elect ten [ ] [ ] [ ]
Managing General Partners
to serve until their
respective successors are
duly elected and qualified:
XXXXXXXXX, XXXXXXXXX, XXXXXXXXX
To withhold authority to vote for one or more 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
Partner sign here Co-owner sign here
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SAMPLE
VAN KAMPEN EXCHANGE FUND
A CALIFORNIA LIMITED PARTNERSHIP
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 341-2808
NOTICE OF ANNUAL MEETING OF
PARTNERS
TO BE HELD JUNE 23, 2006
Notice is hereby given to the Partners of the Van Kampen Exchange Fund, a
California limited partnership ("Fund"), that the Annual Meeting of Partners
(the "Meeting") will be held at the offices of Van Kampen Investments Inc., 1
Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Friday, June 23, 2006
at 10:30 a.m. for the following purposes:
1. To elect ten Managing General Partners, each to serve until the next
annual meeting of Partners or until a successor is elected and qualified.
2. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
Partners of record at the close of business on May 12, 2006 are entitled to
notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Managing General Partners
Lou Anne McInnis,
Assistant Secretary
May 19, 2006
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
TO ANY PARTNER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY
CALLING 1-800-341-2808 (TDD USERS MAY CALL 1-800-421-2833) OR BY WRITING TO THE
FUND AT 1 PARKVIEW PLAZA, P.O. BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555.
PARTNERS OF THE FUND 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, DATE AND SIGN THE PROXY CARD AND RETURN IT IN THE
ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE
IF MAILED IN THE UNITED STATES. YOU MAY ALSO RECORD YOUR VOTING INSTRUCTIONS BY
TELEPHONE OR VIA THE INTERNET.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR
VIA THE INTERNET.
The Managing General Partners recommend that you cast your vote:
- FOR ALL of the nominees for Managing General Partner listed in the Proxy
Statement.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
PROXY STATEMENT
VAN KAMPEN EXCHANGE FUND
A CALIFORNIA LIMITED PARTNERSHIP
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 341-2808
ANNUAL MEETING OF PARTNERS
JUNE 23, 2006
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INTRODUCTION
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This Proxy Statement is furnished in connection with the solicitation by the
Managing General Partners of Van Kampen Exchange Fund, a California limited
partnership (the "Fund"), of proxies to be voted at the Annual Meeting of
Partners, and all adjournments thereof (the "Meeting"), to be held at the
offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace,
Illinois 60181-5555, on Friday, June 23, 2006 at 10:30 a.m. The approximate
mailing date of this Proxy Statement and accompanying form of proxy is May 24,
2006.
Participating in the Meeting are holders of units of partnership interest
(collectively, the "Shares") of the Fund. The purpose of the Meeting is to
permit the holders of the Fund's Shares to elect ten Managing General Partners.
The Managing General Partners have fixed the close of business on May 12, 2006
as the record date (the "Record Date") for the determination of holders of
Shares of the Fund entitled to vote at the Meeting. Partners of the Fund on the
Record Date are entitled to one vote per Share with respect to any proposal
submitted to the Partners of the Fund for each Share of the Fund then held, with
no Share having cumulative voting rights.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
TO ANY PARTNER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY
CALLING (800) 341-2808 (TDD USERS MAY CALL (800) 421-2833) OR BY WRITING TO THE
FUND AT 1 PARKVIEW PLAZA, P.O. BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555.
At the close of business on May 12, 2006, there were issued and outstanding
177,361 Shares of the Fund.
VOTING
With respect to the election of Managing General Partners, those persons
receiving the highest number of votes "For," cast at a meeting at which a quorum
is present in person or by proxy, up to the number of Managing General Partners
proposed to be elected, shall be elected as Managing General Partners to serve
until the next annual meeting of Partners or until their successors are elected
and qualified.
The Managing General Partners recommend that you cast your vote "FOR ALL" of
the nominees for Managing General Partner of the Fund listed in the Proxy
Statement.
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" the
proposal as to which they are entitled to be voted. A Partner who abstains from
voting on any or all matters will be deemed present at the Meeting for quorum
purposes, but will not be deemed to have voted on the particular matter (or
matters) as to which the Partner has abstained. Similarly, in the event a
nominee (such as a brokerage firm) holding shares for beneficial owners
indicates that instructions have not been received from the beneficial owners
and the nominee does not exercise discretionary authority (a so-called "broker
non-vote"), the Shares held by the nominee will be deemed present at the Meeting
for quorum purposes but will not be deemed to have voted on the particular
matter (or matters) as to which the nominee has not voted. With respect to the
election of Managing General Partners, abstentions and broker non-votes are
disregarded since only votes "For" are considered in determining those persons
receiving the highest number of votes "For." A majority of the outstanding
Shares must be present in person or by proxy to have a quorum to conduct
business at the Meeting.
Partners who execute proxies may revoke them at any time before they are voted
by filing with the Fund a written notice of revocation, by delivering a duly
executed proxy bearing a later date, by recording later dated voting
instructions via the internet or automated telephone or by attending the Meeting
and voting in person.
The Fund knows of no business other than the election of Managing General
Partners 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 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 are not received, proxies (including abstentions and non-votes) would
be voted in favor of one or more adjournments of the Meeting to permit further
solicitation of proxies provided they determine that such an adjournment and
additional solicitation is reasonable and in the interest of Partners based on a
consideration of all relevant factors, including the nature of the relevant
proposal,
2
the percentage of affirmative 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
Van Kampen Asset Management serves as investment adviser to the Fund (the
"Adviser"). The principal address of the Adviser is 1221 Avenue of the Americas,
New York, New York 10020. The Adviser is a wholly owned subsidiary of Van Kampen
Investments Inc. ("Van Kampen"). Van Kampen is one of the nation's largest
investment management companies, with more than $111 billion in assets under
management or supervision as of April 30, 2006. Van Kampen is a wholly owned
subsidiary of Morgan Stanley.
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PROPOSAL 1: ELECTION OF MANAGING GENERAL PARTNERS
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NOMINATION OF MANAGING GENERAL PARTNERS
Ten Managing General Partners are to be elected, each to serve until the next
annual meeting of Partners or until a successor is elected and qualified. If an
incumbent Managing General Partner is not reelected, he shall be deemed to have
withdrawn from the partnership as a Managing General Partner under the terms of
the partnership agreement. At the time of his/her election, each Managing
General Partner was required to acquire Shares of the Fund having a net asset
value of at least $5,000 on or before his or her admission as a Managing General
Partner.
3
INFORMATION REGARDING MANAGING GENERAL PARTNERS AND NOMINEES
FOR ELECTION AS MANAGING GENERAL PARTNER
The business and affairs of the Fund are managed under the direction of the
Fund's Managing General Partners. The tables below list the incumbent Managing
General Partners, their principal occupations during the last five years, other
directorships held by them and their affiliations, if any, with Van Kampen
Investments, the Adviser, Van Kampen Funds Inc. (the "Distributor"), Van Kampen
Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor Services Inc.
("Investor Services"). The term "Fund Complex" includes each of the investment
companies advised by the Adviser as of the date of this Proxy Statement.
Managing General Partners serve one year terms or until their successors are
duly elected and qualified. All nominees have consented to being named in this
Proxy Statement and have agreed to serve if elected.
INCUMBENT INDEPENDENT MANAGING GENERAL PARTNERS:
<Table>
<Caption>
NUMBER OF
FUNDS IN FUND
TERM OF COMPLEX
OFFICE AND OVERSEEN BY
POSITION(S) LENGTH OF MANAGING
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL
OF MANAGING GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER
David C. Arch (60) Managing Managing Chairman and Chief Executive Officer 67
Blistex Inc. General General of Blistex Inc., a consumer health
1800 Swift Drive Partner Partner care products manufacturer. Director
Oak Brook, IL 60523 since 1998 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>
OTHER DIRECTORSHIPS
NAME, AGE AND ADDRESS HELD BY MANAGING
OF MANAGING GENERAL PARTNER GENERAL PARTNER
David C. Arch (60) Trustee/Director/Managing General
Blistex Inc. Partner of funds in the Fund
1800 Swift Drive Complex.
Oak Brook, IL 60523
</Table>
4
<Table>
<Caption>
NUMBER OF
FUNDS IN FUND
TERM OF COMPLEX
OFFICE AND OVERSEEN BY
POSITION(S) LENGTH OF MANAGING
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL
OF MANAGING GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER
Jerry D. Choate (67) Managing Managing Prior to January 1999, Chairman and 65+
33971 Selva Road General General Chief Executive Officer of the
Suite 130 Partner Partner Allstate Corporation ("Allstate") and
Dana Point, CA 92629 since 2003 Allstate Insurance Company. Prior to
January 1995, President and Chief
Executive Officer of Allstate. Prior
to August 1994, various management
positions at Allstate.
Rod Dammeyer (65) Managing Managing President of CAC, L.L.C., a private 67
CAC, L.L.C. General General company offering capital investment
4350 LaJolla Village Drive Partner Partner and management advisory services.
Suite 980 since 1998 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>
OTHER DIRECTORSHIPS
NAME, AGE AND ADDRESS HELD BY MANAGING
OF MANAGING GENERAL PARTNER GENERAL PARTNER
Jerry D. Choate (67) Trustee/Director/Managing General
33971 Selva Road Partner of funds in the Fund
Suite 130 Complex. Director of Amgen Inc., a
Dana Point, CA 92629 biotechnological company, and
Director of Valero Energy
Corporation, an independent
refining company.
Rod Dammeyer (65) Trustee/Director/Managing General
CAC, L.L.C. Partner of funds in the Fund
4350 LaJolla Village Drive Complex. Director of Quidel
Suite 980 Corporation, Stericycle, Inc.,
San Diego, CA 92122-6223 Ventana Medical Systems, Inc. and
GATX Corporation, and Trustee of
The Scripps Research Institute.
Prior to January 2005, Trustee of
the University of Chicago
Hospitals and Health Systems.
Prior to April 2004, Director of
TheraSense, Inc. Prior to January
2004, Director of TeleTech
Holdings Inc. and Arris Group,
Inc. Prior to May 2002, Director
of Peregrine Systems Inc. Prior to
February 2001, Director of IMC
Global Inc.
</Table>
5
<Table>
<Caption>
NUMBER OF
FUNDS IN FUND
TERM OF COMPLEX
OFFICE AND OVERSEEN BY
POSITION(S) LENGTH OF MANAGING
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL
OF MANAGING GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER
Linda Hutton Heagy (57) Managing Managing Managing Partner of Heidrick & 65+
Heidrick & Struggles General General Struggles, an executive search firm.
233 South Wacker Drive Partner Partner Trustee on the University of Chicago
Suite 7000 since 2003 Hospitals Board, Vice Chair of the
Chicago, IL 60606 Board of the YMCA of Metropolitan
Chicago and a member of the Women's
Board of the University of Chicago.
Prior to 1997, Partner of Ray &
Berndtson, Inc., an executive
recruiting firm. Prior to 1996,
Trustee of The International House
Board, a fellowship and housing
organization for international
graduate students. Prior to 1995,
Executive Vice President of ABN AMRO,
N.A., a bank holding company. Prior
to 1990, Executive Vice President of
The Exchange National Bank.
R. Craig Kennedy (54) Managing Managing Director and President of the German 65+
1744 R Street, N.W. General General Marshall Fund of the United States,
Washington, D.C. 20009 Partner Partner an independent U.S. foundation
since 2003 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.
<Caption>
OTHER DIRECTORSHIPS
NAME, AGE AND ADDRESS HELD BY MANAGING
OF MANAGING GENERAL PARTNER GENERAL PARTNER
Linda Hutton Heagy (57) Trustee/Director/Managing General
Heidrick & Struggles Partner of funds in the Fund
233 South Wacker Drive Complex.
Suite 7000
Chicago, IL 60606
R. Craig Kennedy (54) Trustee/Director/Managing General
1744 R Street, N.W. Partner of funds in the Fund
Washington, D.C. 20009 Complex.
</Table>
6
<Table>
<Caption>
NUMBER OF
FUNDS IN FUND
TERM OF COMPLEX
OFFICE AND OVERSEEN BY
POSITION(S) LENGTH OF MANAGING
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL
OF MANAGING GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER
Howard J Kerr (70) Managing Managing Prior to 1998, President and Chief 67
14 Huron Trace General General Executive Officer of Pocklington
Galena, IL 61036 Partner Partner Corporation, Inc., an investment
since 1998 holding company. Director of the
Marrow Foundation.
Jack E. Nelson (70) Managing Managing President of Nelson Investment 65+
423 Country Club Drive General General Planning Services, Inc., a financial
Winter Park, FL 32789 Partner Partner planning company and registered
since 2003 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 (65) Managing Managing President Emeritus and Honorary 67
1126 E. 59th Street General General Trustee of the University of Chicago
Chicago, IL 60637 Partner Partner and the Adam Smith Distinguished
since 1998 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>
OTHER DIRECTORSHIPS
NAME, AGE AND ADDRESS HELD BY MANAGING
OF MANAGING GENERAL PARTNER GENERAL PARTNER
Howard J Kerr (70) Trustee/Director/Managing General
14 Huron Trace Partner of funds in the Fund
Galena, IL 61036 Complex. Director of the Lake
Forest Bank & Trust.
Jack E. Nelson (70) Trustee/Director/Managing General
423 Country Club Drive Partner of funds in the Fund
Winter Park, FL 32789 Complex.
Hugo F. Sonnenschein (65) Trustee/Director/Managing General
1126 E. 59th Street Partner of funds in the Fund
Chicago, IL 60637 Complex. Director of Winston
Laboratories, Inc.
</Table>
7
<Table>
<Caption>
NUMBER OF
FUNDS IN FUND
TERM OF COMPLEX
OFFICE AND OVERSEEN BY
POSITION(S) LENGTH OF MANAGING
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL
OF MANAGING GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER
Suzanne H. Woolsey, Ph.D. Managing Managing Chief Communications Officer of the 65+
(64) General General National Academy of Sciences/National
815 Cumberstone Road Partner Partner Research Council, an independent,
Harwood, MD 20776 since 2003 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>
OTHER DIRECTORSHIPS
NAME, AGE AND ADDRESS HELD BY MANAGING
OF MANAGING GENERAL PARTNER GENERAL PARTNER
Suzanne H. Woolsey, Ph.D. Trustee/Director/Managing General
(64) Partner of funds in the Fund
815 Cumberstone Road Complex. Director of Fluor Corp.,
Harwood, MD 20776 an engineering, procurement and
construction organization, since
January 2004 and Director of
Neurogen Corporation, a
pharmaceutical company, since
January 1998.
</Table>
8
INCUMBENT INTERESTED MANAGING GENERAL PARTNER:
<Table>
<Caption>
NUMBER OF
FUNDS IN FUND
TERM OF COMPLEX
OFFICE AND OVERSEEN BY
POSITION(S) LENGTH OF MANAGING
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL
OF MANAGING GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER
Wayne W. Whalen* (66) Managing Managing Partner in the law firm of Skadden, Arps, Slate, 67
333 West Wacker Drive General General Meagher & Flom LLP, legal counsel to certain funds in
Chicago, IL 60606 Partner Partner the Fund Complex.
since 1998
<Caption>
OTHER DIRECTORSHIPS
NAME, AGE AND ADDRESS HELD BY MANAGING
OF MANAGING GENERAL PARTNER GENERAL PARTNER
Wayne W. Whalen* (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
Foundation.
</Table>
- ---------------
* Mr. Whalen is an interested person of funds in the Fund Complex by reason of
he and his firm currently providing legal services as legal counsel to such
funds in the Fund Complex.
+ It is anticipated that nominee also is to be nominated to join the Board of
Trustees of each of Van Kampen Senior Income Trust at its Annual Meeting of
Shareholders and Van Kampen Senior Loan Fund at its Special Meeting of
Shareholders; thus, if elected to the Fund and Van Kampen Senior Income Trust
and Van Kampen Senior Loan Fund, the nominee for Trustee would oversee 67
funds in the Fund Complex.
9
REMUNERATION OF MANAGING GENERAL PARTNERS
The compensation of the Managing General Partners who are affiliated persons
(as defined in the Investment Company Act of 1940, as amended (the "1940 Act")
of the Adviser or Van Kampen is paid by the respective affiliated entity. The
funds in the Fund Complex, including the Fund, pay each Managing General Partner
who is not an affiliated person of the Adviser or Van Kampen an annual retainer
and meeting fees. Each fund in the Fund Complex, other than the Fund, offers a
retirement plan to trustees who are not affiliated persons of the Adviser or Van
Kampen. Under the retirement plan of each fund, each eligible trustee who has at
least ten years of service for a fund (including years of service prior to
adoption of the retirement plan) and retires at or after attaining the age of 60
is eligible to receive a retirement benefit from such fund equal to $2,500 for
each of the ten years following such trustee's retirement. Under certain
conditions, reduced benefits are available for early retirement. Each fund in
the Fund Complex, other than the Fund, offers deferred compensation arrangements
to trustees who are not affiliated persons of the Adviser or Van Kampen. Under
the deferred compensation plan of each fund, each eligible trustee can elect to
defer receipt of all or a portion of the fees earned by such trustee until such
trustee's retirement. The deferred compensation earns a rate of return
determined by reference to funds in the Fund Complex selected by the trustee.
The deferred compensation plans are not funded and obligations thereunder
represent general unsecured claims against the general assets of the funds.
Additional information on compensation and benefits for Managing General
Partners is set forth below. As indicated in the notes accompanying the table,
the amounts relate to the Fund's most recent fiscal year ended December 31,
2005, the Fund Complex's most recently completed calendar year ended December
31, 2005 or the date of this Proxy Statement.
10
2005 COMPENSATION TABLE
<Table>
<Caption>
FUND COMPLEX
------------------------------------------------
AGGREGATE
PENSION OR TOTAL
RETIREMENT AGGREGATE COMPENSATION
AGGREGATE BENEFITS ESTIMATED BEFORE
COMPENSATION ACCRUED ANNUAL DEFERRAL FROM
FROM THE AS PART OF BENEFITS UPON FUND
NAME(1) FUND(2) FUND EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------ ---------------- ------------- -------------
INDEPENDENT MANAGING GENERAL
PARTNERS:
David C. Arch................ $1,848 $ 40,874 $105,000 $222,935
Jerry D. Choate.............. 1,844 95,781 92,000 199,799
Rod Dammeyer................. 1,848 73,108 105,000 222,935
Linda Hutton Heagy........... 2,049 29,065 100,000 214,425
R. Craig Kennedy............. 2,049 20,314 100,000 214,425
Howard J Kerr................ 1,848 158,695 103,750 222,935
Jack E. Nelson............... 2,049 110,864 84,000 214,425
Hugo F. Sonnenschein......... 1,848 74,118 105,000 222,935
Suzanne H. Woolsey........... 2,049 68,505 100,000 214,425
INTERESTED MANAGING GENERAL
PARTNER:
Wayne W. Whalen.............. 1,848 80,233 105,000 222,935
</Table>
(1) Richard F. Powers III and Mitchell M. Merin resigned as members of the Board
of Trustees of the Fund and other funds in the Fund Complex on September 22,
2005.
(2) The amounts shown in this column are the aggregate compensation from the
Fund to each Managing General Partner for the Fund's fiscal year ended
December 31, 2005.
(3) The funds in the Fund Complex, other than the Fund, have adopted retirement
plans for trustees who are not affiliated persons of the Adviser or Van
Kampen. The amounts shown in this column represent the sum of the estimated
pension or retirement benefit accruals expected to be accrued by such funds
for their respective fiscal years ended in 2005.
(4) The funds in the Fund Complex, other than the Fund, have adopted retirement
plans for trustees who are not affiliated persons of the Adviser or Van
Kampen. The amounts shown in this column represent the sum of the estimated
annual benefits payable each year by the current (i.e., as of the date of
this Proxy Statement) funds in the Fund Complex for each year of the 10-year
period commencing in the year of such trustee's anticipated retirement.
(5) The amounts shown in this column are accumulated from the aggregate
compensation of the operating investment companies in the Fund Complex for
the calendar year ended December 31, 2005 before deferral under any 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.
SHARE OWNERSHIP OF MANAGING GENERAL PARTNERS
As of May 12, 2006, each Managing General Partner of the Fund beneficially
owned equity securities of the Fund and of all of the funds in the Fund Complex
11
overseen by such Managing General Partner/Trustee/Director in the dollar range
amounts specified below:
INDEPENDENT MANAGING GENERAL PARTNERS
<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES
IN ALL FUNDS OVERSEEN
DOLLAR RANGE OF BY THE MANAGING
EQUITY SECURITIES GENERAL PARTNER/TRUSTEE/DIRECTOR
IN THE FUND IN THE FUND COMPLEX
David C. Arch $1 - $10,000 $50,001 - $100,000
Jerry D. Choate $1 - $10,000 $1 - $10,000
Rod Dammeyer $1 - $10,000 Over $100,000
Linda Hutton Heagy $1 - $10,000 $50,001 - $100,000
R. Craig Kennedy $1 - $10,000 Over $100,000
Howard J Kerr $1 - $10,000 $1 - $10,000
Jack E. Nelson $1 - $10,000 $1 - $10,000
Hugo F. Sonnenschein $1 - $10,000 $50,001 - $100,000
Suzanne H. Woolsey $1 - $10,000 $10,001 - $50,000
</Table>
INTERESTED MANAGING GENERAL PARTNER
<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES
IN ALL FUNDS OVERSEEN
DOLLAR RANGE OF BY THE MANAGING
EQUITY SECURITIES GENERAL PARTNER/TRUSTEE/DIRECTOR
IN THE FUND IN THE FUND COMPLEX
Wayne W. Whalen $1 - $10,000 Over $100,000
</Table>
As of May 12, 2006, the officers and Managing General Partners owned less than
1% of the outstanding Shares of the Fund.
BOARD COMMITTEES AND MEETINGS
The Fund's Board of Managing General Partners has three standing committees
(an audit committee, a brokerage and services committee and a governance
committee). Each committee is comprised solely of "Independent Managing General
Partners", which is defined for purposes herein as trustees who: (1) are not
"interested persons" of the Fund as defined by the 1940 Act and (2) are
"independent" of the Fund as defined by the New York Stock Exchange, American
Stock Exchange and Chicago Stock Exchange listing standards.
The Board's audit committee consists of Messrs. Choate, Dammeyer and Kennedy.
In addition to being Independent Managing General Partners as defined above,
each of these Managing General Partners 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 concerning the selection
of the Fund's independent public auditors, reviews with such auditors the scope
and results of the Fund's annual audit and considers any comments which the
auditors may have regarding the Fund's financial statements, books of account or
internal controls. The
12
Board 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 the Fund with management as well as
with the independent auditors of the Fund, and discussed with the independent
auditors 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 auditors required under Independence Standards
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 the Fund that the Fund's audited financial statements be included in the
Fund's annual report to shareholders for the most recent fiscal year for filing
with the Securities and Exchange Commission (the "SEC"). Each member of the
Fund's audit committee is deemed an audit committee expert.
In accordance with proxy rules promulgated by the SEC, a fund's audit
committee charter is required to be filed at least once every three years as an
exhibit to a fund's proxy statement. The audit committee charter for the Fund
was attached as Annex A to the Fund's 2004 Proxy Statement.
The Board's brokerage and services committee consists of Mesdames Heagy and
Woolsey and Mr. Sonnenschein. The brokerage and services committee reviews the
Fund's allocation of brokerage transactions and soft-dollar practices and
reviews the transfer agency and shareholder servicing arrangements with Van
Kampen Investor Services.
The Board's governance committee consists of Messrs. Arch, Kerr and Nelson. In
addition to being Independent Managing General Partners as defined above, each
of these Managing General Partners 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 Managing General Partners on the Board and on committees of the
Board, advises the Board with respect to Board composition, procedures and
committees, develops and recommends to the Board a set of corporate governance
principles applicable to the Fund, monitors corporate governance matters and
makes recommendations to the Board, and acts as the administrative committee
with respect to Board policies and procedures, committee policies and procedures
and codes of ethics. The Independent Managing General Partners of the Fund
select and nominate any other nominee Independent Managing General Partners for
the Fund. While the Independent Managing General Partners of the Fund expect to
be able to continue to identify from their own resources an ample number of
qualified candidates for the Board of Managing General Partners 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
Managing General Partners as described below.
13
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 the
Fund, which includes the Fund's nominating policies, was attached as Annex B to
the Fund's 2004 Proxy Statement.
During the Fund's last fiscal year, the Board held 14 meetings. During the
Fund's last fiscal year, the audit committee of the Board held 4 meetings, the
brokerage and services committee held 4 meetings and the governance committee
held 3 meetings. During the Fund's last fiscal year, each Managing General
Partner during the period such Managing General Partner served as such attended
at least 75% of the meetings of the Board of Managing General Partners and all
committee meetings thereof of which each Managing General Partner was a member.
SHAREHOLDER COMMUNICATIONS
Shareholders may send communications to the Fund's Board of Managing General
Partners. 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 Fund's office or directly to such Board member(s) at the address
specified for such Managing General Partner above. Other shareholder
communications received by the 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.
14
- --------------------------------------------------------------------------------
OTHER INFORMATION
- --------------------------------------------------------------------------------
EXECUTIVE OFFICERS OF THE FUND
The following information relates to the executive officers of the Fund. 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 Fund are appointed annually by the Managing General Partners and
serve for one year or until their respective successors are chosen and
qualified. The Fund's officers receive no compensation from the Fund 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 (67) Executive Vice Officer President of funds in the Fund Complex since September 2005
1221 Avenue of the Americas President and since 2003 and Principal Executive Officer of funds in the Fund Complex
New York, NY 10020 Principal since May 2003. Managing Director of Van Kampen Advisors
Executive Officer Inc. since June 2003. Director of Investor Services since
September 2002. Director of the Adviser, Van Kampen
Investments and Van Kampen Exchange Corp. since January
2005. Managing Director of Morgan Stanley and Morgan Stanley
& Co. Incorporated. Managing Director and Director of Morgan
Stanley Investment Management Inc. Chief Administrative
Officer, Managing Director and Director of Morgan Stanley
Investment Advisors Inc. and Morgan Stanley Services Company
Inc. Managing Director and Director of Morgan Stanley
Distributors Inc. and Morgan Stanley Distribution Inc. Chief
Executive Officer and Director of Morgan Stanley Trust.
Executive Vice President and Principal Executive Officer of
the Institutional and Retail Morgan Stanley Funds. Director
of Morgan Stanley SICAV. Previously, Chief Global Operations
Officer of Morgan Stanley Investment Management Inc. and
Executive Vice President of funds in the Fund Complex from
May 2003 to September 2005.
</Table>
15
<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
Dennis Shea (52) Vice President Officer Managing Director of Morgan Stanley Investment Advisors
1221 Avenue of the Americas since 2006 Inc., Morgan Stanley Investment Management Inc., the Adviser
New York, NY 10020 and Van Kampen Advisors Inc. Chief Investment
Officer -- Global Equity of the same entities since February
2006. Vice President of Morgan Stanley Institutional and
Retail Funds since February 2006. Vice President of funds in
the Fund Complex since March 2006. Previously, Managing
Director and Director of Global Equity Research at Morgan
Stanley from April 2000 to February 2006.
J. David Germany (51) Vice President Officer Managing Director of Morgan Stanley Investment Advisors
25 Cabot Square since 2006 Inc., Morgan Stanley Investment Management Inc., the Adviser
Canary Wharf and Van Kampen Advisors Inc. Chief Investment
London, GRB E14 4QA Officer -- Global Fixed Income of the same entities since
December 2005. Managing Director and Director of Morgan
Stanley Investment Management Ltd. Director of Morgan
Stanley Investment Management (ACD) Limited since December
2003. Vice President of Morgan Stanley Institutional and
Retail Funds since February 2006. Vice President of funds in
the Fund Complex since March 2006.
Amy R. Doberman (44) Vice President Officer Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas since 2004 Management; Managing Director of Morgan Stanley Investment
New York, NY 10020 Management Inc., Morgan Stanley Investment Advisers Inc. and
the Adviser. Vice President of the Morgan Stanley
Institutional and Retail Funds since July 2004 and Vice
President of funds in the Fund Complex since August 2004.
Previously, Managing Director and General Counsel of
Americas, UBS Global Asset Management from July 2000 to July
2004 and General Counsel of Aeltus Investment Management,
Inc. from January 1997 to July 2000.
Stefanie V. Chang (39) Vice President and Officer Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas Secretary since 2003 Vice President and Secretary of funds in the Fund Complex.
New York, NY 10020
</Table>
16
<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
John L. Sullivan (50) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza Officer since 1996 August 2004. Prior to August 2004, Director and Managing
Oakbrook Terrace, IL 60181 Director of Van Kampen Investments, the Adviser, Van Kampen
Advisors Inc. and certain other subsidiaries of Van Kampen
Investments, Vice President, Chief Financial Officer and
Treasurer of funds in the Fund Complex and head of Fund
Accounting for Morgan Stanley Investment Management Inc.
Prior to December 2002, Executive Director of Van Kampen
Investments, the Adviser and Van Kampen Advisors Inc.
Phillip G. Goff (42) Chief Financial Officer Executive Director of Morgan Stanley Investment Management
1 Parkview Plaza Officer and since 2005 Inc. since June 2005. Chief Financial Officer and Treasurer
Oakbrook Terrace, IL 60181 Treasurer of funds in the Fund Complex since August 2005. Prior to
June 2005, Vice President and Chief Financial Officer of
Enterprise Capital Management, Inc., an investment holding
company.
</Table>
17
SHAREHOLDER INFORMATION
As of May 12, 2006, no person was known by the Fund to own beneficially 5% or
more of the Fund's outstanding Shares except as follows:
<Table>
<Caption>
AMOUNT OF APPROXIMATE
NAME AND ADDRESS OWNERSHIP AS OF PERCENTAGE
OF HOLDER MAY 12, 2006 OF OWNERSHIP
- ---------------- --------------- ------------
A Fletcher Sisk Jr. 10,252 5.8%
3009 Larkspur Run
Williamsburg, VA 23185
Comerica Bank Detroit & 45,045 25.4%
Edward Mardigian, Trustees
Helen Mardigian Trust
P.O. Box 75000
Detroit, MI 48275-0001
Gordon E. Moore & Betty I. Moore, Trustees 11,184 6.3%
Gordon E. Moore & Betty I. Moore Trust
100 Canada Rd.
Woodside, CA 94062-4104
Milards & Co. 11,371 6.4%
c/o SEI Trust Company
One Freedom Valley Dr.
Oaks, PA 19456
</Table>
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Managing General Partners of the Fund, including a majority of the
Managing General Partners who are not "interested persons" of the Fund (as
defined by the 1940 Act), have selected Deloitte & Touche LLP ("D&T") as the
independent registered public accounting firm to examine the financial
statements for the current fiscal year of the Fund. The selection of D&T for the
current fiscal year was recommended and approved by the Fund's audit committee
and approved by the Fund's Managing General Partners. The Fund knows of no
direct or indirect financial interest of D&T in the Fund.
AUDIT AND OTHER FEES
The Fund and certain "covered entities" were billed the following amounts by
D&T during the Fund's two most recent fiscal years.
18
FISCAL YEAR ENDED 2005
<Table>
<Caption>
VAN KAMPEN COVERED
EXCHANGE FUND ENTITIES(1)
------------- -----------
Audit Fees............................. $23,200 N/A
Non-Audit Fees
Audit-Related Fees................... $ 0 $321,000(2)
Tax Fees............................. $ 1,600(3) $ 0
All Other Fees....................... $ 0 $ 0
Total Non-Audit Fees................... $ 1,600 $321,000
Total.................................. $24,800 $321,000
</Table>
FISCAL YEAR ENDED 2004
<Table>
<Caption>
VAN KAMPEN COVERED
EXCHANGE FUND ENTITIES(1)
------------- -----------
Audit Fees............................. $22,080 N/A
Non-Audit Fees
Audit-Related Fees................... 0 $198,000(2)
Tax Fees............................. $ 1,550(3) $ 0
All Other Fees....................... $ 0 $ 0
Total Non-Audit Fees................... $ 1,550 $198,000
Total.................................. $23,630 $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 Fund.
(2) Audit-Related Fees represent assurance and related services provided that
are reasonably related to the performance of the audit of the financial
statements of the Covered Entities and funds advised by the Adviser or its
affiliates, specifically attestation services provided in connection with a
SAS 70 report.
(3) Tax Fees represent tax compliance services provided in connection with the
review of the Fund's tax returns.
The audit committee of the Managing General Partners has considered whether
the provision of non-audit services performed by D&T to the Fund 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 Fund. 100% of such
services were
19
pre-approved by the audit committee pursuant to the audit committee's pre-
approval policies and procedures. The Fund's pre-approval policies and
procedures are included in the Fund's audit committee charter, which was
attached as Annex A to the Fund's 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 Fund will bear the expense of preparing, printing and mailing the enclosed
form of proxy, the accompanying Notice and this Proxy Statement.
In order to obtain the necessary quorum at the Meeting, additional
solicitation may be made by mail, telephone, telegraph or personal interview by
representatives of the Fund, the Adviser, its affiliates or Computershare Fund
Services, a solicitation firm that may be engaged to assist in proxy
solicitation at an estimated cost of approximately $2,000.
PARTNER PROPOSALS
To be considered for presentation at a Partners' meeting, rules promulgated by
the SEC require that, among other things, a Partner's proposal must be received
at the offices of the Fund a reasonable time before a solicitation is made.
Partner proposals intended to be presented at the year 2007 Annual Meeting of
Partners for the 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 address by January 24, 2007. In order for proposals made outside of
Rule 14a-8 under the Exchange Act to be considered "timely" within the meaning
of Rule 14a-4(c) under the Exchange Act, such proposals must be received by the
Fund at the Fund's principal executive offices not later than April 10, 2007.
Timely submission of a proposal does not necessarily mean that such proposal
will be included. Any Partner who wishes to submit proposals for consideration
at a meeting of the Fund's Partners should send such proposal to the Fund at 1
Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555.
GENERAL
Management of the 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.
20
A list of Partners of the Fund entitled to be present and vote at the Meeting
will be available at the offices of the Fund at 1 Parkview Plaza, Oakbrook
Terrace, Illinois 60181-5555, for inspection by any Partner 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 the Fund may necessitate
adjournment and may subject the Fund to additional expense.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY OR RECORD YOUR VOTING INSTRUCTIONS BY
TELEPHONE OR VIA THE INTERNET. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
Lou Anne McInnis,
Assistant Secretary
May 19, 2006
21
[VAN KAMPEN FUNDS LOGO]
EXCH 06
PROXY PROXY
VAN KAMPEN EXCHANGE FUND
NOTICE OF ANNUAL MEETING OF PARTNERS TO BE HELD ON JUNE 23, 2006
The undersigned holder of shares of Van Kampen Exchange Fund, a California
limited partnership (the "Fund"), hereby appoints John L. Sullivan, Lou Anne
McInnis and Elizabeth A. Nelson and each of them or their respective designees,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Partners to be held at the offices of Van
Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555
on Tuesday, June 23, 2006 at 10:30 a.m., and at any adjournments thereof ("the
Meeting"), and thereat to vote all Shares which the undersigned would be
entitled to vote, with all the powers the undersigned would possess if
personally present, in accordance with the following instructions. If more than
one of the proxies, or their substitutes, are present at the Meeting or any
adjournment thereof, they may jointly (or if only one is present and voting then
that one) shall have authority and may exercise all powers granted hereby. This
Proxy, when properly executed, will be voted in accordance with the instructions
marked hereon by the undersigned.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGING GENERAL PARTNERS. IT
WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL 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 ACKNOWLEDGE RECEIPT OF THE ACCOMPANYING NOTICE OF MEETING
AND PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 23, 2006.
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: https://vote.proxy -
direct.com
999 9999 9999 999
Please sign exactly as your name appears
on this proxy. If signing for estates,
trusts or corporations, title or capacity
should be stated. If shares are held
jointly, each holder should sign.
-----------------------------------------
Signature
-----------------------------------------
Signature
,2006
-----------------------------------------
Dated VKL_13265
YOUR VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY NO MATTER HOW
MANY SHARES YOU OWN
Authority to vote for the election as Managing General Partners, the nominees
named below:
PLEASE MARK VOTES AS IN THIS
EXAMPLE: [ X ]
01. David C. Arch 02. Jerry D. Choate 03. Rod Dammeyer
04. Linda Hutton Heagy 05. R. Craig Kennedy 06. Howard J Kerr
07. Jack E. Nelson
08. Hugo F. Sonnenschein 09. Wayne W. Whalen 10. Suzanne H. Woolsey FOR WITHHOLD FOR ALL
EXCEPT
To withhold authority to vote for any nominee(s) mark "For All Except" and write the
nominee name(s) on the line provided: [ ] [ ] [ ]
- -----------------------------------------------------
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.