UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-02611 ------------------------------------------- Van Kampen Exchange Fund - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 1221 Avenue of the Americas, New York, New York 10020 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Amy Doberman Esq. Managing Director Van Kampen Investments Inc. 1221 Avenue of the Americas New York, New York 10020 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 -------------------------- Date of fiscal year end: 12/31 ------------------ Date of reporting period: 7/1/05-6/30/06 ------------------ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-02611 Reporting Period: 07/01/2005 - 06/30/2006 Van Kampen Exchange Fund =========================== VAN KAMPEN EXCHANGE FUND =========================== AIR PRODUCTS & CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 26, 2006 Meeting Type: Annual Record Date: NOV 30, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mario L. Baeza For For Management 1.2 Elect Director Edward E. Hagenlocker For For Management 1.3 Elect Director Terrence Murray For For Management 1.4 Elect Director Charles H. Noski For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- ALCAN INC. Ticker: AL. Security ID: 013716105 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: FEB 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Roland Berger as Director For For Management 1.2 Elect L. Denis Desautels as Director For For Management 1.3 Elect Richard Evans as Director For For Management 1.4 Elect L. Yves Fortier as Director For Withhold Management 1.5 Elect Jean-Paul Jacamon as Director For For Management 1.6 Elect Yves Mansion as Director For For Management 1.7 Elect Gwyn Morgan as Director For For Management 1.8 Elect Christine Morin-Postel as Director For For Management 1.9 Elect H. Onno Ruding as Director For For Management 1.10 Elect Guy Saint-Pierre as Director For For Management 1.11 Elect Gerhard Schulmeyer as Director For For Management 1.12 Elect Paul Tellier as Director For For Management 1.13 Elect Milton Wong as Director For For Management 2 Ratify PricewaterhouseCoopers as Auditors For For Management 3 Establish Independent Committee to Issue Against Against Shareholder Recommendations on Impact Assessment of project in Kashipur - -------------------------------------------------------------------------------- AMERADA HESS CORP Ticker: AHC Security ID: 023551104 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.B. Hess For For Management 1.2 Elect Director C.G. Matthews For For Management 1.3 Elect Director R. Lavizzo Mourey For For Management 1.4 Elect Director E.H. von Metzsch For For Management 2 Ratify Auditors For For Management 3 Change Company Name For For Management 4 Increase Authorized Common Stock For For Management 5 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: AUG 11, 2005 Meeting Type: Annual Record Date: JUN 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M. Aidinoff For For Management 1.2 Elect Director P. Chia For For Management 1.3 Elect Director M. Cohen For For Management 1.4 Elect Director W. Cohen For For Management 1.5 Elect Director M. Feldstein For For Management 1.6 Elect Director E. Futter For For Management 1.7 Elect Director S. Hammerman For For Management 1.8 Elect Director C. Hills For For Management 1.9 Elect Director R. Holbrooke For For Management 1.10 Elect Director D. Kanak For For Management 1.11 Elect Director G. Miles, Jr For For Management 1.12 Elect Director M. Offit For For Management 1.13 Elect Director M. Sullivan For For Management 1.14 Elect Director E. Tse For For Management 1.15 Elect Director F. Zarb For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pei-yuan Chia For For Management 1.2 Elect Director Marshall A. Cohen For For Management 1.3 Elect Director Martin S. Feldstein For For Management 1.4 Elect Director Ellen V. Futter For For Management 1.5 Elect Director Stephen L. Hammerman For For Management 1.6 Elect Director Richard C. Holbrooke For For Management 1.7 Elect Director Fred H. Langhammer For For Management 1.8 Elect Director George L. Miles, Jr. For For Management 1.9 Elect Director Morris W. Offit For For Management 1.10 Elect Director James F. Orr, III For For Management 1.11 Elect Director Martin J. Sullivan For For Management 1.12 Elect Director Michael H. Sutton For For Management 1.13 Elect Director Edmund S.W. Tse For For Management 1.14 Elect Director Robert B. Willumstad For For Management 1.15 Elect Director Frank G. Zarb For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- APACHE CORP. Ticker: APA Security ID: 037411105 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAR 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frederick M. Bohen For Withhold Management 1.2 Elect Director George D. Lawrence For Withhold Management 1.3 Elect Director Rodman D. Patton For For Management 1.4 Elect Director Charles J. Pitman For For Management 1.5 Elect Director Jay A. Precourt For For Management 2 Amend Non-Employee Director Stock Option For For Management Plan - -------------------------------------------------------------------------------- BAKER HUGHES INCORPORATED Ticker: BHI Security ID: 057224107 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry D. Brady For For Management 1.2 Elect Director Clarence P. Cazalot, Jr. For For Management 1.3 Elect Director Chad C. Deaton For For Management 1.4 Elect Director Edward P. Djerejian For For Management 1.5 Elect Director Anthony G. Fernandes For For Management 1.6 Elect Director Claire W. Gargalli For For Management 1.7 Elect Director James A. Lash For For Management 1.8 Elect Director James F. McCall For For Management 1.9 Elect Director J. Larry Nichols For For Management 1.10 Elect Director H. John Riley, Jr. For For Management 1.11 Elect Director Charles L. Watson For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Amend Vote Requirements to Amend Against For Shareholder Articles/Bylaws/Charter - -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Walter E. Boomer For For Management 1.2 Elect Director James R. Gavin, III For For Management 1.3 Elect Director Peter S. Hellman For For Management 1.4 Elect Director K.J. Storm For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Establish Range For Board Size For For Management 5 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- BP PLC (FORM. BP AMOCO PLC ) Ticker: BP Security ID: 055622104 Meeting Date: APR 20, 2006 Meeting Type: Annual Record Date: FEB 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management AND THE ACCOUNTS 2 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT 3.1 Elect Director Dr D C Allen For For Management 3.2 Elect Director Lord Browne For For Management 3.3 Elect Director Mr J H Bryan For For Management 3.4 Elect Director Mr A Burgmans For For Management 3.5 Elect Director Mr I C Conn For For Management 3.6 Elect Director Mr E B Davis, Jr For For Management 3.7 Elect Director Mr D J Flint For For Management 3.8 Elect Director Dr B E Grote For For Management 3.9 Elect Director Dr A B Hayward For For Management 3.10 Elect Director Dr D S Julius For For Management 3.11 Elect Director Sir Tom Mckillop For For Management 3.12 Elect Director Mr J A Manzoni For For Management 3.13 Elect Director Dr W E Massey For For Management 3.14 Elect Director Sir Ian Prosser For For Management 3.15 Elect Director Mr M H Wilson For For Management 3.16 Elect Director Mr P D Sutherland For For Management 4 Ratify Auditors For For Management 5 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY 6 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For For Management SPECIFIED AMOUNT 7 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO For For Management ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING AN OFFER TO SHAREHOLDERS - -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: NOV 2, 2005 Meeting Type: Annual Record Date: SEP 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Michael Losh For For Management 1.2 Elect Director John B. McCoy For For Management 1.3 Elect Director Michael D. O'Halleran For For Management 1.4 Elect Director Jean G. Spaulding, M.D. For For Management 1.5 Elect Director Matthew D. Walter For For Management 2 Approve Omnibus Stock Plan For For Management 3 Declassify the Board of Directors For For Management - -------------------------------------------------------------------------------- EDWARDS LIFESCIENCES CORPORATION Ticker: EW Security ID: 28176E108 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mike R. Bowlin For For Management 1.2 Elect Director Barbara J. McNeil, M.D., For For Management Ph.D. 1.3 Elect Director Michael A. Mussallem For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 31, 2006 Meeting Type: Annual Record Date: APR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For Withhold Management 1.2 Elect Director William W. George For For Management 1.3 Elect Director James R. Houghton For Withhold Management 1.4 Elect Director William R. Howell For Withhold Management 1.5 Elect Director Reatha Clark King For Withhold Management 1.6 Elect Director Philip E. Lippincott For For Management 1.7 Elect Director Henry A. McKinnell, Jr. For Withhold Management 1.8 Elect Director Marilyn Carlson Nelson For For Management 1.9 Elect Director Samuel J. Palmisano For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director J. Stephen Simon For For Management 1.12 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder 4 Require a Majority Vote for the Election Against For Shareholder of Directors 5 Company-Specific-Nominate Independent Against For Shareholder Director with Industry Experience 6 Require Director Nominee Qualifications Against For Shareholder 7 Non-Employee Director Compensation Against Against Shareholder 8 Separate Chairman and CEO Positions Against Against Shareholder 9 Review Executive Compensation Against Against Shareholder 10 Link Executive Compensation to Social Against Against Shareholder Issues 11 Report on Political Contributions Against Against Shareholder 12 Report on Charitable Contributions Against Against Shareholder 13 Amend Equal Employment Opportunity Policy Against Against Shareholder to Prohibit Discrimination Based on Sexual Orientation 14 Report on Damage Resulting from Drilling Against Against Shareholder for Oil and gas in Protected Areas 15 Report Accountability for Company's Against Against Shareholder Environmental Impacts due to Operation - -------------------------------------------------------------------------------- FLUOR CORP. Ticker: FLR Security ID: 343412102 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 8, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Boeckmann For For Management 1.2 Elect Director Vilma S. Martinez For For Management 1.3 Elect Director Dean R. O'Hare For For Management 2 Ratify Auditors For For Management 3 Performance-Based Against For Shareholder - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan M. Bennett For For Management 1.2 Elect Director James R. Boyd For For Management 1.3 Elect Director Robert L. Crandall For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director S.Malcolm Gillis For For Management 1.6 Elect Director W.R. Howell For For Management 1.7 Elect Director Ray L. Hunt For For Management 1.8 Elect Director David J. Lesar For For Management 1.9 Elect Director J.Landis Martin For For Management 1.10 Elect Director Jay A. Precourt For For Management 1.11 Elect Director Debra L. Reed For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Amend Terms of Severance Payments to For For Management Executives 5 Review Human Rights Standards Against For Shareholder 6 Require a Majority Vote for the Election Against For Shareholder of Directors 7 Amend Terms of Existing Poison Pill Against Against Shareholder - -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL, INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 24, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gordon M. Bethune For For Management 1.2 Elect Director Jaime Chico Pardo For For Management 1.3 Elect Director David M. Cote For For Management 1.4 Elect Director D. Scott Davis For For Management 1.5 Elect Director Linnet F. Deily For For Management 1.6 Elect Director Clive R. Hollick For For Management 1.7 Elect Director James J. Howard For For Management 1.8 Elect Director Bruce Karatz For For Management 1.9 Elect Director Russell E. Palmer For For Management 1.10 Elect Director Ivan G. Seidenberg For For Management 1.11 Elect Director Bradley T. Sheares For For Management 1.12 Elect Director Eric K. Shinseki For For Management 1.13 Elect Director John R. Stafford For Withhold Management 1.14 Elect Director Michael W. Wright For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Non-Employee Director Omnibus For For Management Stock Plan 5 Require a Majority Vote for the Election Against Against Shareholder of Directors 6 Compensation- Director Compensation Against Against Shareholder 7 Claw-back of Payments under Restatements Against Against Shareholder 8 Report on Public Welfare Initiative Against Against Shareholder 9 Eliminate or Restrict Severance Against Against Shareholder Agreements (Change-in-Control) - -------------------------------------------------------------------------------- HSBC HOLDINGS PLC Ticker: HBC Security ID: 404280406 Meeting Date: MAY 26, 2006 Meeting Type: Annual Record Date: MAR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE REPORT AND ACCOUNTS FOR For For Management 2005 2 TO APPROVE THE DIRECTORS REMUNERATION For For Management REPORT FOR 2005 3.1 Elect Directors The Baroness Dunn For For Management 3.2 Elect Directors M F Geoghegan For For Management 3.3 Elect Directors S K Green For For Management 3.4 Elect Directors Sir Mark Moody-Stuart For For Management 3.5 Elect Directors S M Robertson For For Management 3.6 Elect Directors H Sohmen For For Management 3.7 Elect Directors Sir Brian Williamson For For Management 4 Ratify Auditors For For Management 5 TO AUTHORISE THE DIRECTORS TO ALLOT For For Management SHARES 6 TO DISAPPLY PRE-EMPTION RIGHTS (SPECIAL For For Management RESOLUTION) 7 TO AUTHORISE THE COMPANY TO PURCHASE ITS For For Management OWN ORDINARY SHARES 8 TO INCREASE THE FEES PAYABLE TO EACH For For Management NON-EXECUTIVE DIRECTOR TO 65,000 POUNDS PER ANNUM - -------------------------------------------------------------------------------- IKON OFFICE SOLUTIONS, INC. Ticker: IKN Security ID: 451713101 Meeting Date: FEB 22, 2006 Meeting Type: Annual Record Date: DEC 30, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philip E. Cushing For For Management 1.2 Elect Director Matthew J. Espe For For Management 1.3 Elect Director Thomas R. Gibson For For Management 1.4 Elect Director Richard A. Jalkut For For Management 1.5 Elect Director Arthur E. Johnson For For Management 1.6 Elect Director Kurt M. Landgraf For For Management 1.7 Elect Director Gerald Luterman For For Management 1.8 Elect Director William E. Mccracken For For Management 1.9 Elect Director William L. Meddaugh For For Management 1.10 Elect Director Anthony P. Terracciano For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Craig R. Barrett For For Management 2 Elect Director Charlene Barshefsky For For Management 3 Elect Director E. John P. Browne For For Management 4 Elect Director D. James Guzy For For Management 5 Elect Director Reed E. Hundt For For Management 6 Elect Director Paul S. Otellini For For Management 7 Elect Director James D. Plummer For For Management 8 Elect Director David S. Pottruck For For Management 9 Elect Director Jane E. Shaw For For Management 10 Elect Director John L. Thornton For For Management 11 Elect Director David B. Yoffie For For Management 12 Rescind Fair Price Provision For For Management 13 Amend Articles/Bylaws/Repeal For For Management Supermajority Vote 14 Ratify Auditors For For Management 15 Approve Omnibus Stock Plan For For Management 16 Approve Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cathleen Black For For Management 1.2 Elect Director Kenneth I. Chenault For For Management 1.3 Elect Director Juergen Dormann For For Management 1.4 Elect Director Michael L. Eskew For Withhold Management 1.5 Elect Director Shirley Ann Jackson For For Management 1.6 Elect Director Minoru Makihara For For Management 1.7 Elect Director Lucio A. Noto For For Management 1.8 Elect Director James W. Owens For For Management 1.9 Elect Director Samuel J. Palmisano For For Management 1.10 Elect Director Joan E. Spero For For Management 1.11 Elect Director Sidney Taurel For For Management 1.12 Elect Director Charles M. Vest For For Management 1.13 Elect Director Lorenzo H. Zambrano For Withhold Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder 4 Evaluate Age Discrimination in Retirement Against Against Shareholder Plans 5 Time-Based Equity Awards Against For Shareholder 6 Increase Disclosure of Executive Against Against Shareholder Compensation 7 Report on Outsourcing Against Against Shareholder 8 Implement/ Increase Activity on the China Against Against Shareholder Principles 9 Report on Political Contributions Against Against Shareholder 10 Require a Majority Vote for the Election Against For Shareholder of Directors 11 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- INTERNATIONAL FLAVORS & FRAGRANCES INC. Ticker: IFF Security ID: 459506101 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Margaret Hayes Adame For For Management 1.2 Elect Director Gunter Blobel For For Management 1.3 Elect Director J. Michael Cook For For Management 1.4 Elect Director Peter A. Georgescu For For Management 1.5 Elect Director Alexandra A. Herzan For For Management 1.6 Elect Director Henry W. Howell, Jr. For For Management 1.7 Elect Director Arthur C. Martinez For For Management 1.8 Elect Director Burton M. Tansky For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary S. Coleman For For Management 1.2 Elect Director James G. Cullen For For Management 1.3 Elect Director Robert J. Darretta For For Management 1.4 Elect Director Michael M. E. Johns For For Management 1.5 Elect Director Ann D. Jordan For For Management 1.6 Elect Director Arnold G. Langbo For For Management 1.7 Elect Director Susan L. Lindquist For For Management 1.8 Elect Director Leo F. Mullin For For Management 1.9 Elect Director Christine A. Poon For For Management 1.10 Elect Director Charles Prince For For Management 1.11 Elect Director Steven S. Reinemund For For Management 1.12 Elect Director David Satcher For For Management 1.13 Elect Director William C. Weldon For For Management 2 Amend Articles to Remove Antitakeover For For Management Provision 3 Ratify Auditors For For Management 4 Disclose Charitable Contributions Against Against Shareholder 5 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- KERR-MCGEE CORP. Ticker: KMG Security ID: 492386107 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sylvia A. Earle For For Management 1.2 Elect Director Martin C. Jischke For For Management 1.3 Elect Director Leroy C. Richie For For Management 2 Ratify Auditors For For Management 3 Establishment of An Office of the Board Against Against Shareholder of Directors - -------------------------------------------------------------------------------- LOUISIANA-PACIFIC CORP Ticker: LPX Security ID: 546347105 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Archie W. Dunham For For Management 1.2 Elect Director Daniel K. Frierson For For Management 1.3 Elect Director Richard W. Frost For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LUBRIZOL CORP., THE Ticker: LZ Security ID: 549271104 Meeting Date: APR 24, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Abernathy For For Management 1.2 Elect Director Jerald A. Blumberg For For Management 1.3 Elect Director Forest J. Farmer, Sr. For For Management 1.4 Elect Director Daniel E. Somers For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- LUBY'S, INC. Ticker: LUB Security ID: 549282101 Meeting Date: JAN 19, 2006 Meeting Type: Annual Record Date: DEC 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.S.B. Jenkins For For Management 1.2 Elect Director Harris J. Pappas For For Management 1.3 Elect Director Joe C. Mckinney For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Declassify the Board of Directors Against Against Shareholder - -------------------------------------------------------------------------------- MASSEY ENERGY COMPANY Ticker: MEE Security ID: 576206106 Meeting Date: MAY 16, 2006 Meeting Type: Proxy Contest Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John C. Baldwin For Did Not Management Vote 1.2 Elect Director James B. Crawford For Did Not Management Vote 1.3 Elect Director Gordon Gee For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Approve Omnibus Stock Plan For Did Not Management Vote 4 Amend Articles/Bylaws/Charter-Non-Routine For Did Not Management Vote 1.1 Elect Director Daniel S. Loeb For Did Not Management Vote 1.2 Elect Director Todd Q. Swanson For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Approve Omnibus Stock Plan Against Did Not Management Vote 4 Amend Articles/Bylaws/Charter-Non-Routine For Did Not Management Vote - -------------------------------------------------------------------------------- MEDCO HEALTH SOLUTIONS INC Ticker: MHS Security ID: 58405U102 Meeting Date: MAY 24, 2006 Meeting Type: Annual Record Date: MAR 29, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lawrence S. Lewin For For Management 1.2 Elect Director Charles M. Lillis For For Management 1.3 Elect Director Edward H. Shortliffe, For For Management M.D., Ph.D. 1.4 Elect Director David D. Stevens For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MERCK & CO., INC. Ticker: MRK Security ID: 589331107 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard T. Clark For For Management 1.2 Elect Director Lawrence A. Bossidy For For Management 1.3 Elect Director William G. Bowen, Ph.D. For For Management 1.4 Elect Director Johnnetta B. Cole, Ph.D. For For Management 1.5 Elect Director William B. Harrison, Jr. For For Management 1.6 Elect Director William N. Kelley, M.D. For For Management 1.7 Elect Director Rochelle B. Lazarus For For Management 1.8 Elect Director Thomas E. Shenk, Ph.D. For For Management 1.9 Elect Director Anne M. Tatlock For For Management 1.10 Elect Director Samuel O. Thier, M.D. For For Management 1.11 Elect Director Wendell P. Weeks For For Management 1.12 Elect Director Peter C. Wendell For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Non-Employee Director Omnibus For For Management Stock Plan 5 Limit Executive Compensation Against Against Shareholder 6 Adopt Simple Majority Vote Against For Shareholder 7 Adopt Animal Welfare Standards Against Against Shareholder - -------------------------------------------------------------------------------- PFIZER INC. Ticker: PFE Security ID: 717081103 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael S. Brown For For Management 1.2 Elect Director M. Anthony Burns For Withhold Management 1.3 Elect Director Robert N. Burt For For Management 1.4 Elect Director W. Don Cornwell For For Management 1.5 Elect Director William H. Gray, III For For Management 1.6 Elect Director Constance J. Horner For For Management 1.7 Elect Director William R. Howell For For Management 1.8 Elect Director Stanley O. Ikenberry For For Management 1.9 Elect Director George A. Lorch For Withhold Management 1.10 Elect Director Henry A. McKinnell For For Management 1.11 Elect Director Dana G. Mead For Withhold Management 1.12 Elect Director Ruth J. Simmons For For Management 1.13 Elect Director William C. Steere, Jr. For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Establish Term Limits for Directors Against Against Shareholder 5 Social Proposal Against Against Shareholder 6 Restore or Provide for Cumulative Voting Against For Shareholder 7 Separate Chairman and CEO Positions Against For Shareholder 8 Report on Political Contributions Against Against Shareholder 9 Report on Animal Welfare Policy Against Against Shareholder 10 Reort on Animal-based Testing Against Against Shareholder - -------------------------------------------------------------------------------- PLUM CREEK TIMBER COMPANY, INC. Ticker: PCL Security ID: 729251108 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rick R. Holley For For Management 1.2 Elect Director Ian B. Davidson For For Management 1.3 Elect Director Robin Josephs For For Management 1.4 Elect Director John G. McDonald For For Management 1.5 Elect Director Robert B. McLeod For For Management 1.6 Elect Director John H. Scully For For Management 1.7 Elect Director Stephen C. Tobias For For Management 1.8 Elect Director Carl B. Webb For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: MAY 19, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Colligan For For Management 1.2 Elect Director C. Robert Kidder For For Management 1.3 Elect Director Carl E. Mundy, Jr. For For Management 1.4 Elect Director Patricia F. Russo For For Management 1.5 Elect Director Arthur F. Weinbach For For Management 2 Ratify Auditor For For Management 3 Declassify the Board of Directors For For Management 4 Approve Outside Director Stock For For Management Awards/Options in Lieu of Cash 5 Approve Omnibus Stock Plan For For Management 6 Require a Majority Vote for the Election Against For Shareholder of Directors 7 Adopt Simple Majority Vote Requirement Against For Shareholder - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 12, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Deutch For For Management 1.2 Elect Director J.S. Gorelick For For Management 1.3 Elect Director A. Gould For For Management 1.4 Elect Director T. Isaac For For Management 1.5 Elect Director A. Lajous For For Management 1.6 Elect Director A. Levy-Lang For For Management 1.7 Elect Director M.E. Marks For For Management 1.8 Elect Director D. Primat For For Management 1.9 Elect Director T.I. Sandvold For For Management 1.10 Elect Director N. Seydoux For For Management 1.11 Elect Director L.G. Stuntz For For Management 1.12 Elect Director R. Talwar For For Management 2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management DIVIDENDS 3 ADOPTION OF AMENDMENT TO THE ARTICLES OF For For Management INCORPORATION 4 APPROVAL OF AMENDMENT AND RESTATEMENT OF For For Management THE SCHLUMBERGER 2005 STOCK OPTION PLAN 5 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Management ACCOUNTING FIRM - -------------------------------------------------------------------------------- SPX CORP. Ticker: SPW Security ID: 784635104 Meeting Date: MAY 5, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sarah R. Coffin For For Management 1.2 Elect Director Christopher J. Kearney For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Approve Non-Employee Director Omnibus For Against Management Stock Plan 5 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TRANSOCEAN INC. Ticker: RIG Security ID: G90078109 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victor E. Grijalva For For Management 1.2 Elect Director Arthur Lindenauer For For Management 1.3 Elect Director Kristian Siem For For Management 2 APPROVAL OF THE APPOINTMENT OF ERNST & For For Management YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006. - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert Essner For For Management 1.2 Elect Director John D. Feerick For For Management 1.3 Elect Director Frances D. Fergusson, For For Management Ph.D. 1.4 Elect Director Victor F. Ganzi For For Management 1.5 Elect Director Robert Langer For For Management 1.6 Elect Director John P. Mascotte For For Management 1.7 Elect Director Mary Lake Polan, M.D., For For Management Ph.D. 1.8 Elect Director Gary L. Rogers For For Management 1.9 Elect Director Ivan G. Seidenberg For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director John R. Torell, III For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Report on Product Availability in Canada Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder 6 Report on Animal welfare Policy Against Against Shareholder 7 Require a Majority Vote for the Election Against For Shareholder of Directors 8 Separate Chairman and CEO Positions Against Against Shareholder 9 Adopt Simple Majority Vote Requirement Against Against Shareholder ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Van Kampen Exchange Fund ----------------------------------------------------------------- By (Signature and Title) /s/ Ronald E. Robison --------------------------------------------------- Ronald E. Robison President and Principal Executive Officer --------------------------------------------------- Date August 28, 2006 -------------------------------------------------------------------------- 2