SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 Com-
mission 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 INCOME TRUST
(Name of Registrant as Specified in its Charter)
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.
-- SEPTEMBER 2006 --
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IMPORTANT NOTICE
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TO VAN KAMPEN
INCOME TRUST SHAREHOLDERS
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QUESTIONS & ANSWERS
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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.
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Q WHY IS A SHAREHOLDER
MEETING BEING HELD?
A Van Kampen Income Trust 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 fund.
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 WHOM CAN I CONTACT 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
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Please vote on each issue using blue or black ink to mark an X in one of the
boxes provided on the proxy card.
ELECTION OF TRUSTEES - mark "FOR ALL," "WITHHOLD" or "FOR ALL EXCEPT."
To withhold authority to vote for any one or more individual nominee(s), check
"FOR ALL EXCEPT" and write the nominee's name in the line below.
Sign, date and return the proxy card in the enclosed postage-paid envelope. All
registered owners of an account, as shown in the address, must sign the card.
When signing as attorney, trustee, executor, administrator, custodian, guardian
or corporate officer, please indicate your full title.
<Table>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE
</Table>
VAN KAMPEN INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
<Table>
<Caption>
FOR ALL
FOR ALL WITHHOLD EXCEPT
1. 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 INCOME TRUST
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
TELEPHONE (800) 341-2929
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 27, 2006
Notice is hereby given to the holders of common shares of beneficial interest
("Common Shares") of the Van Kampen Income Trust (the "Fund") that an Annual
Meeting of Shareholders of the Fund (the "Meeting") will be held at the offices
of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555, on Friday, October 27, 2006, at 9:00 a.m., for the following
purposes:
<Table>
1. To elect three Trustees, each by the holders of Common
Shares of the Fund, to 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 of the Fund at the close of business on
September 18, 2006 are entitled to notice of and to vote at the Meeting and any
adjournment thereof.
By order of the Board of Trustees
Lou Anne McInnis,
Assistant Secretary
September 22, 2006
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT AND SEMI-
ANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE
DIRECTED TO THE FUND BY CALLING 1-800-341-2929 (TDD USERS MAY CALL
1-800-421-2833) OR BY WRITING TO THE FUND AT 1 PARKVIEW PLAZA, PO BOX 5555,
OAKBROOK TERRACE, ILLINOIS 60181-5555.
SHAREHOLDERS 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 SUCH 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 Board of Trustees of the Fund recommends that you cast your vote:
- FOR ALL of the nominees for the Board of Trustees 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 INCOME TRUST
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
TELEPHONE (800) 341-2929
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 27, 2006
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INTRODUCTION
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This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Trustees" or the "Board") of the Van Kampen Income Trust
(the "Fund") of proxies to be voted at the Annual Meeting of Shareholders of the
Fund, 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 27, 2006 at 9:00 a.m. The approximate mailing
date of this Proxy Statement and accompanying form of proxy is September 25,
2006.
The purposes of the Meeting are:
<Table>
1. To elect three Trustees, each by the holders of Common
Shares of the Fund, to 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>
Participating in the Meeting are holders of common shares of beneficial
interest (the "Common Shares") of the Fund. The Board has fixed the close of
business on September 18, 2006 as the record date (the "Record Date") for the
determination of holders of Common Shares of the Fund entitled to vote at the
Meeting. At the close of business on September 18, 2006, there were issued and
outstanding 15,371,738 Common Shares of the Fund.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
AND SEMI-ANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD
BE DIRECTED TO THE FUND BY CALLING 1-800-341-2929 (TDD USERS MAY CALL
1-800-421-2833) OR BY WRITING TO THE FUND AT 1 PARKVIEW PLAZA, PO BOX 5555,
OAKBROOK TERRACE, ILLINOIS 60181-5555.
VOTING
Holders of Common Shares of the Fund ("Common Shareholders") on the Record
Date are entitled to one vote per Common Share with respect to any proposal
submitted to the Common Shareholders of the Fund, with no Common Share having
cumulative voting rights.
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 All" of
the nominees for the Board of Trustees. The affirmative vote of a plurality of
the Common Shares present at the Meeting or by proxy is required to elect a
person as Trustee. 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. 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) will be
disregarded since only votes "For" are considered in a plurality voting
requirement. A majority of the outstanding Common Shares of the Fund entitled to
vote must be present in person or by proxy to have a quorum for the Fund to
conduct business at the Meeting. Abstentions and broker non-votes will be
counted in determining whether a quorum is present at the Meeting.
Common Shareholders 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 Trustees 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 are
not received, proxies (including abstentions and broker non-votes) may 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 Common 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
reasons for such further solicitation.
2
INVESTMENT ADVISER
Van Kampen Asset Management serves as investment adviser to the Fund (the
"Adviser"). The principal business 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 $108 billion in assets
under management or supervision as of June 30, 2006. Van Kampen is a
wholly-owned subsidiary of Morgan Stanley.
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PROPOSAL 1: ELECTION OF TRUSTEES
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The business and affairs of the Fund are managed under the direction of the
Fund's Board of Trustees. The Declaration of Trust of the Fund provides that the
Board of Trustees shall consist of Trustees divided into three classes, the
classes to be as nearly equal in number as possible. The Trustees of only one
class are elected at each annual meeting so that the regular term of only one
class of Trustees will expire annually and any particular Trustee stands for
election only once in each three-year period. Thus, as in the past, only one
class of Trustees (those Trustees designated as the Class III Trustees on the
following pages, which consists of R. Craig Kennedy, Jack E. Nelson and Hugo F.
Sonnenschein) is being submitted to shareholders of the Fund for election at the
Meeting. This type of classification may prevent replacement of a majority of
Trustees of the Fund for up to a two-year period. The foregoing is subject to
the provisions of the Investment Company Act of 1940, as amended (the "1940
Act"), applicable state law based on the state of organization of the Fund, the
Fund's Declaration of Trust and the Fund's Bylaws. A Trustee serves for a three
year term or until a successor has been duly elected and qualified. All nominees
have consented to being named in this Proxy Statement and have agreed to serve
if elected. It is the intention of the persons named in the enclosed proxy to
vote the Common Shares represented by them for the election of the respective
Class III Trustee nominees listed unless the proxy is marked otherwise.
3
INFORMATION REGARDING ALL TRUSTEES, INCLUDING THE INCUMBENT
CLASS III TRUSTEES UP FOR RE-ELECTION AS TRUSTEE
The tables below list all the Fund's Trustees (including the incumbent Class
III Trustees up for re-election as 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.
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) (61) Trustee Trustee Chairman and Chief Executive Officer of 68
Blistex Inc. since 1997 Blistex Inc., a consumer health care
1800 Swift Drive products manufacturer. Director of the
Oak Brook, IL 60523 Heartland Alliance, a nonprofit
organization serving human needs based
in Chicago. Director of St. Vincent de
Paul Center, a Chicago-based day care
facility serving the children of low
income families. Board member of the
Illinois Manufacturers' Association.
Jerry D. Choate(1) (68) Trustee Trustee Prior to January 1999, Chairman and 68
33971 Selva Road since 2003 Chief Executive Officer of the Allstate
Suite 130 Corporation ("Allstate") and Allstate
Dana Point, CA 92629 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
David C. Arch(1) (61) Trustee/Director/Managing
Blistex Inc. General Partner of funds in
1800 Swift Drive the Fund Complex.
Oak Brook, IL 60523
Jerry D. Choate(1) (68) 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>
4
<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) (65) Trustee Trustee President of CAC, L.L.C., a private 68
CAC, L.L.C. since 1997 company offering capital investment and
4350 LaJolla Village Drive management advisory services. Prior to
Suite 980 February 2001, Vice Chairman and
San Diego, CA 92122-6223 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) (65) Trustee/Director/Managing
CAC, L.L.C. General Partner of funds in
4350 LaJolla Village Drive the Fund Complex. Director
Suite 980 of Quidel Corporation,
San Diego, CA 92122-6223 Stericycle, Inc., 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
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) (58) Trustee Trustee Managing Partner of Heidrick & 68
Heidrick & Struggles since 2003 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 1990, Executive Vice President
of The Exchange National Bank.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Linda Hutton Heagy(2) (58) Trustee/Director/Managing
Heidrick & Struggles General Partner of funds in
233 South Wacker Drive the Fund Complex.
Suite 7000
Chicago, IL 60606
</Table>
6
<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) (54) Trustee Trustee Director and President of the German 68
1744 R Street, N.W. since 2003 Marshall Fund of the United States, an
Washington, D.C. 20009 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) (70) Trustee Trustee Prior to 1998, President and Chief 68
14 Huron Trace since 1997 Executive Officer of Pocklington
Galena, IL 61036 Corporation, Inc., an investment
holding company. Director of the Marrow
Foundation.
<Caption>
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
R. Craig Kennedy(3) (54) Trustee/Director/Managing
1744 R Street, N.W. General Partner of funds in
Washington, D.C. 20009 the Fund Complex.
Howard J Kerr(1) (70) Trustee/Director/Managing
14 Huron Trace General Partner of funds in
Galena, IL 61036 the Fund Complex. Director
of the Lake Forest Bank &
Trust.
</Table>
7
<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) (70) Trustee Trustee President of Nelson Investment Planning 68
423 Country Club Drive since 2003 Services, Inc., a financial planning
Winter Park, FL 32789 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) (65) Trustee Trustee President Emeritus and Honorary Trustee 68
1126 E. 59th Street since 1997 of the University of Chicago and the
Chicago, IL 60637 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) (70) Trustee/Director/Managing
423 Country Club Drive General Partner of funds in
Winter Park, FL 32789 the Fund Complex.
Hugo F. Sonnenschein(3) (65) Trustee/Director/Managing
1126 E. 59th Street General Partner of funds in
Chicago, IL 60637 the Fund Complex. Director
of Winston Laboratories,
Inc.
</Table>
8
<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 Trustee Chief Communications Officer of the 68
(64) since 2003 National Academy of Sciences/National
815 Cumberstone Road Research Council, an independent,
Harwood, MD 20776 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
(64) 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>
9
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) (67) Trustee Trustee Partner in the law firm of Skadden, Arps, Slate, Meagher & 68
333 West Wacker Drive since 1997 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) (67) 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>
- ------------------
* The Board of Trustees is divided into three classes (Class I, Class II and
Class III). 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. Thus, the term of office of each Trustee is three
years.
** 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.
(1) Designated as a Class I trustee.
(2) Designated as a Class II trustee.
(3) Designated as a Class III trustee.
10
REMUNERATION OF TRUSTEES
The compensation of Trustees and executive officers who are affiliated persons
(as defined in 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 the non-affiliated Trustees an annual retainer and meeting fees for services
to funds in the Fund Complex.
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
Fund. To the extent permitted by the 1940 Act, the Fund may invest in securities
of those funds selected by the non-affiliated Trustees in order to match the
deferred compensation obligation. The deferred compensation plan is not funded
and obligations thereunder represent general unsecured claims against the
general assets of the Fund.
The Fund has adopted a retirement plan. Under the retirement plan, a
non-affiliated Trustee who is receiving Trustee's compensation from the Fund
prior to such non-affiliated Trustee's retirement, has at least 10 years of
service (including years of service prior to adoption of the retirement plan)
for the 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 the Fund. Non-affiliated Trustees retiring prior to the age of
60 or with fewer than 10 years but more than 5 years of service may receive
reduced retirement benefits from the Fund. 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 in the Trustee biographical table above.
Additional information regarding compensation and benefits for Trustees is set
forth below. As indicated in the notes accompanying the table, the amounts
11
relate to the Fund's most recently completed fiscal and calendar year ended
December 31, 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 TRUSTEES
David C. Arch.................. $2,054 $ 40,874 $105,000 $222,935
Jerry D. Choate................ 2,162 95,781 94,500 199,799
Rod Dammeyer................... 2,054 73,108 105,000 222,935
Linda Hutton Heagy............. 2,367 29,065 105,000 214,425
R. Craig Kennedy............... 2,367 20,314 105,000 214,425
Howard J Kerr.................. 2,054 158,695 143,750 222,935
Jack E. Nelson................. 2,367 110,864 84,000 214,425
Hugo F. Sonnenschein........... 2,054 74,118 105,000 222,935
Suzanne H. Woolsey............. 2,367 68,505 104,000 214,425
INTERESTED TRUSTEE
Wayne W. Whalen................ 2,054 80,233 105,000 222,935
</Table>
- ---------------
(1) Richard F. Powers and Mitchell M. Merin, who were affiliated persons of the
Fund's Adviser and Van Kampen, 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 payable by
the Fund for its fiscal year ended December 31, 2005 before deferral by the
Trustees under the deferred compensation plan. The following Trustees
deferred compensation from the Fund during the fiscal year ended December
31, 2005: Mr. Choate, $2,162; Mr. Dammeyer, $2,054; Ms. Heagy, $2,367; Mr.
Kennedy, $220; Mr. Nelson, $2,367; Mr. Sonnenschein, $2,054; and Mr. Whalen,
$2,054. The cumulative deferred compensation (including interest) accrued
with respect to each Trustee from the Fund as of the Fund's fiscal year
ended December 31, 2005 is as follows: Mr. Choate, $6,256; Mr. Dammeyer,
$18,626; Ms. Heagy, $5,926; Mr. Kennedy, $224; Mr. Kerr, $2,341; Mr. Nelson,
$6,719; Mr. Sonnenschein, $20,022; and Mr. Whalen, $22,025.
(3) The amounts shown in this column represent the sum of the estimated
retirement benefits accrued by the operating funds in the Fund Complex for
their respective fiscal years ended in 2005. The retirement plan is
described above the compensation table.
(4) For each Trustee, this is the sum of the estimated maximum annual benefits
payable by the current (i.e., as of the Record Date) operating funds in the
Fund Complex for each year of the 10-year period commencing in the year of
such Trustee's anticipated retirement. The retirement plan is described
above the compensation table.
(5) The amounts shown in this column are accumulated from the aggregate
compensation of the operating investment companies in the Fund Complex for
the calendar year ended December 31, 2005 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.
12
BOARD COMMITTEES AND MEETINGS
The 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 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 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 the Fund's
independent registered public accounting firm, reviews with such independent
registered public accounting firm the scope and results of the Fund's annual
audit and considers any comments which the independent registered public
accounting firm may have regarding the Fund's financial statements, accounting
records or internal controls. The Board of Trustees has adopted a formal written
charter for the audit committee which sets forth the audit committee's
responsibilities. The audit committee has reviewed and discussed the financial
statements of the Fund with management as well as with the independent
registered public accounting firm of the Fund, and discussed with the
independent registered public accounting firm the matters required to be
discussed under the Statement of Auditing Standards No. 61. The audit committee
has received the written disclosures and the letter from the independent
registered public accounting firm required under Independence Standards Board
Standard No. 1 and has discussed with the independent registered public
accounting firm its independence. Based on this review, the audit committee
recommended to the Board of Trustees of the Fund that the Fund's audited
financial statements be included in the Fund's annual report to shareholders for
the most recent fiscal year for filing with the Securities and Exchange
Commission ("SEC"). Each member of the Fund's audit committee is deemed an audit
committee financial 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 Fund's audit committee charter was
attached as Annex K 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, if any, of brokerage transactions and soft-dollar practices
and reviews the transfer agency and shareholder servicing arrangements.
13
The Board's governance committee consists of Messrs. Arch, Kerr and 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 Fund, monitors corporate
governance matters and makes recommendations to the Board, and acts as the
administrative committee with respect to Board policies and procedures,
committee policies and procedures and codes of ethics. The Independent Trustees
of the Fund select and nominate any other nominees for Independent Trustees for
the Fund. While the Independent Trustees of the Fund expect to be able to
continue to identify from their own resources an ample number of qualified
candidates 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 Fund's governance committee charter,
which includes the Fund's nominating policies, was attached as Annex L to the
Fund's 2004 Proxy Statement.
During the fiscal year ended December 31, 2005, the Board of Trustees of the
Fund held 14 meetings. During the Fund's last fiscal year, the audit committee
of the Board held four meetings, the brokerage and services committee of the
Board held four meetings and the governance committee of the Board held three
meetings. During the last fiscal year, each of the Trustees of the Fund during
the period such Trustee served as a Trustee attended at least 75% of the
meetings of the Board of Trustees and all committee meetings thereof of which
such Trustee was a member.
SHAREHOLDER COMMUNICATIONS
Shareholders may send communications to the Fund's 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 Fund's office or directly to such Board member at the address specified for
such Trustee above. Other shareholder communications received by the Fund not
directly addressed and sent to the Board will be reviewed and generally
responded to
14
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, the affirmative vote of a plurality of the Common
Shares of the Fund present at the Meeting in person or by proxy is required to
elect each nominee for Trustee of the 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.
There is no cumulative voting with respect to the election of Trustees.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE "FOR ALL"
OF THE NOMINEES FOR THE BOARD OF TRUSTEES.
15
- --------------------------------------------------------------------------------
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 as of the date of this Proxy
Statement. The officers of the Fund are appointed annually by the Trustees 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 FUND SERVED DURING PAST 5 YEARS
Ronald E. Robison (67) 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 May 2003, and Managing Director of Van Kampen Advisors
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. and 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>
16
<Table>
<Caption>
TERM OF
OFFICE* AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS
Dennis Shea (53) 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 (52) 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 as of August 2004.
Previously, Managing Director and General Counsel of
Americas, UBS Global Asset Management from July 2000 to July
2004 and General Counsel of Aeltus Investment Management,
Inc from January 1997 to July 2000.
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>
17
<Table>
<Caption>
TERM OF
OFFICE* AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS
John L. Sullivan (51) 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. 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.
James W. Garrett (37) Chief Financial Officer Executive Director of Morgan Stanley Investment Management,
1221 Avenue of the Americas Officer and since 2006 Chief Financial Officer and Treasurer of Morgan Stanley
New York, NY 10020 Treasurer Institutional Funds since 2002 and of funds in the Fund
Complex since September 2006.
</Table>
- ---------------
* The officers of the Fund are appointed annually by the Trustees and serve for
one year or until their respective successors are chosen and qualified.
18
SHAREHOLDER INFORMATION
Excluding deferred compensation balances as described in the Compensation
Table, as of September 18, 2006, each Trustee beneficially owned equity
securities of the Fund and other funds in the Fund Complex overseen by the
Trustees in the dollar range amounts as specified below.
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
INDEPENDENT TRUSTEES
<Table>
<Caption>
TRUSTEE
-------------------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
---- ------ -------- ----- ------- ---- ------ ------------ -------
Dollar range of
equity securities in
the Fund............ None None None None None None None None None
Aggregate dollar
range of equity
securities in all
registered
investment companies
overseen by Trustee
in Fund Complex..... $50,001- $1- over $50,001- over $1- $1- $10,001- $10,001-
$100,000 $10,000 $100,000 $100,000 $100,000 $10,000 $10,000 $50,000 $50,000
</Table>
INTERESTED TRUSTEE
<Table>
<Caption>
TRUSTEE
--------
WHALEN
------
Dollar range of equity securities in the Fund......... $1-
$10,000
Aggregate dollar range of equity securities in all
registered investment companies overseen by Trustee
in Fund Complex..................................... over
$100,000
</Table>
19
Including deferred compensation balances as described in the Compensation
Table, as of September 18, 2006, each Trustee owned the dollar ranges of amounts
of the Fund and other funds in the Fund Complex as specified below.
TRUSTEE BENEFICIAL OWNERSHIP AND DEFERRED COMPENSATION
INDEPENDENT TRUSTEES
<Table>
<Caption>
TRUSTEE
-----------------------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
---- ------ -------- ----- ------- ---- ------ ------------ -------
Dollar range of
equity securities
and deferred
compensation in the
Fund................ None None None None None None None None None
Aggregate dollar
range of equity
securities and
deferred
compensation in all
registered
investment companies
overseen by Trustee
in Fund Complex..... $50,001- over over over over over over over $10,001-
$100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $50,000
</Table>
INTERESTED TRUSTEE
<Table>
<Caption>
TRUSTEE
--------
WHALEN
------
Dollar range of equity securities and deferred
compensation in the Fund........................... $1-
$10,000
Aggregate dollar range of equity securities and
deferred compensation in all registered investment
companies overseen by Trustee in Fund Complex...... over
$100,000
</Table>
20
As of September 18, 2006, to the knowledge of the Fund, no shareholder owned
beneficially more than 5% of a class of the Fund's outstanding Common Shares,
except as described below:
<Table>
<Caption>
APPROXIMATE
PERCENTAGE
OF OWNERSHIP ON
NAME AND ADDRESS OF HOLDER SEPTEMBER 18, 2006
- ----------------------------------------------- ----------------------
Sit Investment Associates, Inc. 9.37%(1)
3300 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Bulldog Investors, Phillip Goldstein and
Andrew Dakos 8.62%(2)
60 Heritage Drive
Pleasantville, NY 10570
</Table>
- ---------------
(1) Based on a Schedule 13G/A filed with the SEC on January 30, 2006.
(2) Based on a Schedule 13D/A filed with the SEC on July 11, 2006.
As of September 18, 2006, Mr. Whalen, a Trustee of the Fund, beneficially
owned 500 Common Shares of the Fund.
As of September 18, 2006, the Trustees and executive officers of the Fund
individually and as a group owned less than 1% of the outstanding Common Shares
of the Fund.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934, as amended, require the Fund's Trustees, officers, Adviser, affiliated
persons of the Adviser and persons who own more than 10% of a registered class
of the Fund's equity securities to file forms with the SEC reporting their
affiliation with the Fund and reports of ownership and changes in ownership of
shares of the Fund. These persons and entities are required by SEC regulations
to furnish the Fund with copies of all such forms they file. Based on a review
of these forms furnished to the Fund, the Fund believes that during its last
fiscal year, its Trustees, officers, the Adviser and affiliated persons of the
Adviser complied with the applicable filing requirements, except that a Form 4
filing reporting one transaction on behalf of Mr. Whalen, a Trustee of the Fund,
inadvertently was not filed in a timely manner.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees of the Fund, including a majority of the Trustees who
are not "interested persons" of the Fund (as defined by the 1940 Act), has
selected
21
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 Board. 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 most recent two fiscal years.
FISCAL YEAR ENDED DECEMBER 31, 2005
<Table>
<Caption>
NON-AUDIT FEES
-----------------------------------------
AUDIT AUDIT- ALL TOTAL
ENTITY FEES RELATED TAX OTHER NON-AUDIT TOTAL
- ------ ----- ------- --- ----- --------- -----
Fund................. $26,000 $ 0 $1,600(3) $0 $ 1,600 $ 27,600
Covered
Entities(1)........ N/A $321,000(2) $ 0 $0 $321,000 $321,000
</Table>
FISCAL YEAR ENDED DECEMBER 31, 2004
<Table>
<Caption>
NON-AUDIT FEES
-----------------------------------------
AUDIT AUDIT- ALL TOTAL
ENTITY FEES RELATED TAX OTHER NON-AUDIT TOTAL
- ------ ----- ------- --- ----- --------- -----
Fund................. $24,780 $ 0 $1,550(3) $0 $ 1,550 $ 26,330
Covered
Entities(1)........ N/A $198,000(2) $ 0 $0 $198,000 $198,000
</Table>
- ---------------
(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 advice and compliance services provided in connection
with the review of the Fund's tax return.
The audit committee of the Board 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. Beginning with
non-audit service contracts entered into on or after May 6, 2003, the audit
committee also is required to pre-approve services to "covered entities" to the
22
extent that the services are determined to have a direct impact on the
operations or financial reporting of the Fund. All 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 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 and all other
costs in connection with the solicitation of proxies. The Fund 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 Fund.
Additional solicitation may be made by mail, telephone, telegraph, facsimile or
personal interview by representatives of the Fund, the Adviser or Van Kampen, by
the transfer agents of the Fund, by dealers or their representatives or by
Computershare Fund Services, a solicitation firm that may be engaged to assist
in proxy solicitation at an estimated cost of approximately $2,000.
SHAREHOLDER PROPOSALS
To be considered for presentation at a shareholder meeting, rules promulgated
by the SEC require that, among other things, a shareholder's proposal must be
received at the offices of the Fund a reasonable time before a solicitation is
made. Shareholder proposals intended to be presented at the year 2007 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 May 28, 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
August 11, 2007. 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 shareholders of the Fund should send such
proposal to 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.
23
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.
Members of the Board of Trustees may be present at the Meeting, although they
are not required to be. No Board members attended last year's annual meeting.
A list of shareholders of the Fund entitled to be present and vote at the
Meeting will be available at the offices of the 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 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
September 22, 2006
24
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