SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Co-Registrants [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Revised Materials
[ ] Soliciting Material Pursuant to Section 140.14a-12
VAN KAMPEN HIGH INCOME TRUST II
VAN KAMPEN MUNICIPAL TRUST
VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST
VAN KAMPEN TRUST FOR INSURED MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST
VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST
VAN KAMPEN SENIOR INCOME TRUST
VAN KAMPEN DYNAMIC CREDIT OPPORTUNITIES FUND
VAN KAMPEN BOND FUND
(Names of Co-Registrants as Specified in Their Charters)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
VAN KAMPEN INVESTMENTS MAY 2008
IMPORTANT NOTICE TO VAN KAMPEN
CLOSED-END FUND SHAREHOLDERS
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QUESTIONS & ANSWERS
Although we recommend that you read the complete Joint Proxy Statement, we have
provided for your convenience a brief overview of the issues to be voted on.
Q. WHY IS A SHAREHOLDER MEETING BEING HELD?
A. Each Van Kampen closed-end fund is traded on a nationally recognized stock
exchange and is required to hold an annual meeting of shareholders.
Q. WHAT PROPOSAL WILL BE VOTED ON?
A. You are being asked to elect nominees for the Board of Trustees.
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Yes, your vote is important and will make a difference no matter how many
shares you own. We encourage all shareholders to participate in the governance
of their funds.
Q. HOW DOES THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE?
A. The Board recommends that you vote "FOR ALL" of the nominees on the enclosed
proxy card.
(VAN KAMPEN INVESTMENTS LOGO)
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. WHY DOES THE JOINT PROXY STATEMENT LIST SEVERAL CLOSED-END FUNDS?
A. The funds have a similar proposal and it is cost-effective to have a joint
proxy statement and one meeting.
Q. WHERE DO I CALL FOR MORE INFORMATION?
A. Please call Van Kampen's Client Relations Department at 1-800-341-2929 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.
[ ] PLEASE MARK PROXY
X VOTES AS IN
THIS EXAMPLE
VAN KAMPEN XXXXX
JOINT ANNUAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXX
FOR ALL
FOR ALL WITHHOLD EXCEPT
1x. Authority to vote [ ] [ ] [ ] 2. To transact such other business as may properly
for the election as 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.
----------------------------------
Please be sure to sign and date this Proxy, Date
Shareholder sign here Co-owner sign here
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SAMPLE
VAN KAMPEN CLOSED-END FUNDS
522 FIFTH AVENUE
NEW YORK, NEW YORK 10036
(800) 341-2929
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 2008
Notice is hereby given to the holders of common shares of beneficial interest
("Common Shares") and, where applicable, the holders of preferred shares of
beneficial interest (the "Preferred Shares") of each of the Van Kampen Closed-
End Funds listed on Annex A (the "Funds") to the attached Joint Proxy Statement
that the Joint Annual Meeting of Shareholders of the Funds (the "Meeting") will
be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 18, 2008 at 10:00
a.m., for the following purposes:
1. To elect trustees in the following manner:
(a) With respect to VTA, VGM, VTJ, VIM, VTN, VOQ, VKQ, VMO,
VLT, VVR and VBF, to elect four Class I trustees, each
by the holders of Common Shares of each such Fund. The
elected Class I trustees will each serve for a three
year term or until a successor shall have been duly
elected and qualified.
(b) With respect to VKL, to elect three Class II trustees,
two by the holders of Common Shares of such Fund and one by
the holders of the Preferred Shares of such Fund. The
elected Class II trustees will each serve for a three
year term or until a successor shall have been duly
elected and qualified.
(c) With respect to VKI, VCV, VPV and VMV, to elect three
Class III trustees, two by the holders of Common Shares
of each such Fund and one by holders of the Preferred
Shares of each such Fund. The elected Class III trustees
will each serve for a three year term or until a
successor shall have been duly elected and qualified.
2. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Holders of record of the Common Shares and, where applicable, Preferred Shares
of each Fund at the close of business on April 23, 2008 are entitled to notice
of and to vote at the Meeting and any adjournment thereof.
By order of the Board of Trustees
STEFANIE V. CHANG YU,
Vice President
May 8, 2008
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY) TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE
RESPECTIVE FUND BY CALLING 1-800-341-2929 OR BY WRITING TO THE RESPECTIVE FUND
AT 1 PARKVIEW PLAZA -- SUITE 100, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS
60181-5555.
SHAREHOLDERS OF THE FUNDS ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED PROXY CARD WITH RESPECT TO EACH FUND IN WHICH YOU WERE A
SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN SUCH PROXY CARD(S), AND RETURN
IT (THEM) IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR BY RECORDING 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 CARDS(S) OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR
VIA THE INTERNET PROMPTLY.
The Board of Trustees of each Fund recommends that you cast your vote:
- FOR ALL of the nominees for the Board of Trustees listed in the Joint Proxy
Statement.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD(S)
OR RECORD YOUR VOTING INSTRUCTIONS BY
TELEPHONE OR VIA THE INTERNET PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
JOINT PROXY STATEMENT
VAN KAMPEN CLOSED-END FUNDS
522 FIFTH AVENUE
NEW YORK, NEW YORK 10036
(800) 341-2929
JOINT ANNUAL MEETING OF SHAREHOLDERS
JUNE 18, 2008
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INTRODUCTION
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This Joint Proxy Statement is furnished in connection with the solicitation by
the respective Board of Trustees (the "Trustees" or the "Board") of each of the
Van Kampen Closed-End Funds listed on Annex A to this Joint Proxy Statement (the
"Funds") of proxies to be voted at a Joint Annual Meeting of Shareholders of the
Funds, and all adjournments thereof (the "Meeting"), to be held at the offices
of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555, on Wednesday, June 18, 2008, at 10.00 a.m. The Meeting will be an
annual meeting for each Fund. The approximate mailing date of this Joint Proxy
Statement and accompanying form of proxy is May 15, 2008.
Participating in the Meeting are holders of common shares of beneficial
interest (the "Common Shares") and, where applicable, the holders of preferred
shares of beneficial interest (the "Preferred Shares") of each of the Funds as
set forth in Annex A to this Joint Proxy Statement. The Common Shares and the
Preferred Shares of the Funds sometimes are referred to herein collectively as
the "Shares." The Meeting is scheduled as a joint meeting of the shareholders of
the Funds because the shareholders of the Funds are expected to consider and
vote on similar matters. The Board of Trustees has determined that the use of a
joint proxy statement for the Meeting is in the best interest of the
shareholders of each of the Funds. In the event that a shareholder of any Fund
present at the Meeting objects to the holding of a joint meeting and moves for
an adjournment of the meeting of such Fund to a time immediately after the
Meeting so that such Fund's meeting may be held separately, the persons named as
proxies will vote in favor of the adjournment.
Annex A lists the abbreviated name and stock symbol by which the Funds
sometimes are referred to in this Joint Proxy Statement. Please refer to Annex A
for any questions you may have regarding whether your Fund is participating at
the Meeting, defined terms relating to the Funds and abbreviated Fund names.
The Board has fixed the close of business on April 23, 2008 as the record date
(the "Record Date") for the determination of holders of Shares of each Fund
entitled to vote at the Meeting. The number of issued and outstanding Common
Shares and Preferred Shares of each Fund as of the Record Date is shown in Annex
B to this Joint Proxy Statement.
The following table summarizes the proposals to be presented at the Meeting
for the Funds and the shareholders entitled to vote with respect to the
proposals.
PROPOSAL/AFFECTED FUNDS AFFECTED SHAREHOLDERS
----------------------- ---------------------
1. ELECTION OF TRUSTEES:
(a) With respect to VTA, VGM, VTJ, VIM, VTN, VOQ VKQ,
VMO, VLT, VVR and VBF, to elect
-- four Class I Trustees, each by holders of
Common Shares of each such Fund................... Common
(b) With respect to VKL, to elect
-- two Class II Trustees, each by holders of
Common Shares of such Fund........................ Common
-- one Class II Trustee by holders of Preferred
Shares of such Fund .............................. Preferred
(c) With respect to VKI, VCV, VPV and VMV, to elect
-- two Class III Trustees, each by holders of
Common Shares of each such Fund................... Common
-- one Class III Trustee by holders of Preferred
Shares of each such Fund.......................... Preferred
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY) TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE
RESPECTIVE FUND BY CALLING 1-800-341-2929 OR BY WRITING TO THE RESPECTIVE FUND
AT 1 PARKVIEW PLAZA -- SUITE 100, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS
60181-5555.
VOTING
Shareholders of a Fund on the Record Date are entitled to one vote per Share
with respect to any proposal submitted to the shareholders of the Fund, with no
Share having cumulative voting rights. The voting requirement for passage of a
particular proposal depends on the nature of the proposal.
With respect to Proposal 1(a) through (c), holders of Common Shares and
Preferred Shares, where applicable, will vote as separate classes for the
respective nominee(s) to be elected by such class of Shares. The affirmative
vote of a plurality of the Common Shares of a Fund present at the Meeting in
person or by proxy is required to elect each nominee for Trustee of such Fund
designated to be elected by the holders of the Common Shares of such Fund. The
affirmative vote of a plurality of the Preferred Shares of a Fund present at the
Meeting in person or by proxy is
2
required to elect such nominee for Trustee of such Fund designated to be elected
by the holders of the Preferred Shares of such Fund. Election by plurality means
those persons who receive the highest number of votes cast "FOR" up to the total
number of persons to be elected as Trustees at the Meeting shall be elected.
THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT YOU CAST YOUR VOTE FOR ALL
OF THE NOMINEES FOR THE BOARD OF TRUSTEES LISTED IN THE JOINT PROXY STATEMENT.
An unfavorable vote on a proposal by the shareholders of one Fund will not
affect the implementation of such proposal by another Fund, if the proposal is
approved by the shareholders of the other Fund. An unfavorable vote on a
proposal by the shareholders of a Fund will not affect such Fund's
implementation of other proposals that receive a favorable vote. There is no
cumulative voting with respect to the election of Trustees.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon. Proxies received
prior to the Meeting on which no vote is indicated will be voted "FOR" each
proposal as to which they are entitled to be voted. Abstentions and broker
non-votes (i.e., where a nominee such as a broker, holding shares for beneficial
owners, indicates that instructions have not been received from the beneficial
owners, and the nominee does not exercise discretionary authority) are not
treated as votes "FOR" a proposal. With respect to Proposal 1(a) through (c),
abstentions and broker non-votes are disregarded since only votes "FOR" are
considered in a plurality voting requirement. A majority of the outstanding
Shares of a Fund entitled to vote must be present in person or by proxy to have
a quorum for such Fund to conduct business at the Meeting. Abstentions and
broker non-votes will be deemed present for quorum purposes.
Shareholders who execute proxies may revoke them at any time before they are
voted by filing with the respective Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
The Funds know of no business other than that mentioned in Proposal 1 of the
Notice that will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named on the
enclosed proxy to vote proxies in accordance with their best judgment. In the
event a quorum is present at the Meeting but sufficient votes to approve any of
the proposals with respect to one or more Funds or proposals are not received,
proxies (including abstentions and broker non-votes) would be voted in favor of
one or more adjournments of the Meeting of the concerned Fund with respect to
such proposal to permit further solicitation of proxies, provided they determine
that such an adjournment and additional solicitation is reasonable and in the
interest of shareholders based on a consideration of all relevant factors,
including the nature of the relevant proposal, the percentage of votes then
cast,
3
the percentage of negative votes then cast, the nature of the proposed
solicitation activities and the nature of the reasons for such further
solicitation.
INVESTMENT ADVISER
The investment adviser for each Fund is Van Kampen Asset Management (the
"Adviser"). The Adviser is a wholly owned subsidiary of Van Kampen Investments
Inc. ("Van Kampen Investments"). Van Kampen Investments is a diversified asset
management company that administers more than three million retail investor
accounts, has extensive capabilities for managing institutional portfolios and
has more than $104 billion under management or supervision as of March 31, 2008.
Van Kampen Investments is an indirect wholly owned subsidiary of Morgan Stanley,
a preeminent global financial services firm that maintains leading market
positions in each of its three primary businesses: securities, asset management
and credit services. Morgan Stanley is a full service securities firm engaged in
securities trading and brokerage activities, investment banking, research and
analysis, financing and financial advisory services. The principal business
address of the Adviser and Van Kampen Investments is 522 Fifth Avenue, New York,
New York 10036.
VTA's investment subadviser is Avenue Europe International Management, L.P.
(the "VTA Subadviser"), a part of Avenue Capital Group, which is comprised of
three registered investment advisers, including the VTA Subadviser. The Adviser
allocates a portion of VTA's assets to be invested by the VTA Subadviser based
upon market conditions and the attractiveness of available investment
opportunities in European investments. The VTA Subadviser, located at 535
Madison Avenue, New York, New York 10022, has experience managing investment
portfolios and private investment funds not registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). Morgan Stanley owns an
indirect, non-controlling interest in the VTA Subadviser.
OTHER SERVICE PROVIDERS
Each Fund, except VVR, has entered into an accounting services agreement with
the Adviser and each Fund, except VBF, has entered into a legal services
agreement with Van Kampen Investments. Van Kampen Investment's principal
business address is 522 Fifth Avenue, New York, New York 10036. Each Fund has
entered into an employment agreement with John Sullivan and Morgan Stanley
pursuant to which Mr. Sullivan, an employee of Morgan Stanley, serves as Chief
Compliance Officer of each Fund and other Van Kampen funds. The principal
business address of Mr. Sullivan is 1 Parkview Plaza -- Suite 100, Oakbrook
Terrace, IL 60181. The principal business address of Morgan Stanley is 522 Fifth
Avenue, New York, New York 10036. Each Fund, except VVR and VKL, has also
entered into a support services agreement with Van Kampen Funds Inc. The
principal business address of
4
Van Kampen Funds Inc. is 522 Fifth Avenue, New York, New York 10036. VVR has
also entered into an administration agreement with Van Kampen Investments.
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PROPOSAL 1: ELECTION OF TRUSTEES
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Trustees are to be elected by the shareholders at the Meeting in the following
manner:
(a) With respect to VTA, VGM, VTJ, VIM, VTN, VOQ, VKQ, VMO, VLT, VVR
and VBF, four Class I Trustees are to be elected at the Meeting, to
serve until the later of each such Fund's Annual Meeting of
Shareholders in 2011 or until a successor has been duly elected and
qualified. Holders of Common Shares, voting as a separate class, will
vote with respect to four Class I Trustees (David C. Arch, Jerry D.
Choate, Howard J Kerr and Suzanne H. Woolsey) designated to be elected
by such class of shares. An affirmative vote of a plurality of the
Common Shares of each such Fund is required to elect the respective
nominees. It is the intention of the persons named in the enclosed
proxy to vote the Shares represented by them for the election of the
respective nominees listed unless the proxy is marked otherwise.
(b) With respect to VKL, three Class II Trustees are to be elected at
the Meeting, to serve until the later of such Fund's Annual Meeting of
Shareholders in 2011 or until a successor has been duly elected and
qualified. Holders of Common Shares, voting as a separate class, will
vote with respect to two Class II Trustees (Linda Hutton Heagy and
Wayne W. Whalen) designated to be elected by such class of shares.
Holders of Preferred Shares, voting as a separate class, will vote with
respect to one Class II Trustee (Rod Dammeyer) designated to be elected
by such class of shares. An affirmative vote of a plurality of the
Common Shares of such Fund and a plurality of the Preferred Shares of
such Fund is required to elect the respective nominees. It is the
intention of the persons named in the enclosed proxy to vote the Shares
represented by them for the election of the respective nominees listed
unless the proxy is marked otherwise.
(c) With respect to VKI, VCV, VPV and VMV, three Class III Trustees are
to be elected at the Meeting, to serve until the later of each such
Fund's Annual Meeting of Shareholders in 2011 or until their successors
have been duly elected and qualified. Holders of Common Shares, voting
as a separate class, will vote with respect to two Class III Trustees
(R. Craig Kennedy and Jack E. Nelson) designated to be elected by such
class of shares. Holders of Preferred Shares, voting as a separate
class, will vote with respect to one Class III Trustee (Hugo F.
Sonnenschein) designated to be elected by such class of shares. An
affirmative vote of a
5
plurality of the Common Shares of each such Fund and a plurality of the
Preferred Shares of each such Fund is required to elect the respective
nominees. It is the intention of the persons named in the enclosed
proxy to vote the Shares represented by them for the election of the
respective nominees listed unless the proxy is marked otherwise.
As in the past, only one class of Trustees is being submitted to
shareholders of each Fund for election at the Meeting. The Declaration
of Trust of each Fund provides that the Board of Trustees shall consist
of Trustees divided into three classes, the classes to be as nearly
equal in number as possible. The Trustees of only one class are elected
at each annual meeting so that the regular term of only one class of
Trustees will expire annually and any particular Trustee stands for
election only once in each three-year period. This type of
classification may prevent replacement of a majority of Trustees of a
Fund for up to a two-year period. The foregoing is subject to the
provisions of the 1940 Act, applicable state law based on the state of
organization of each Fund, each Fund's Declaration of Trust and each
Fund's Bylaws.
6
INFORMATION REGARDING TRUSTEES AND NOMINEES FOR ELECTION AS TRUSTEE
The business and affairs of the Funds are managed under the direction of the
Board of Trustees. The tables below list the incumbent Trustees and nominees for
Trustee, their principal occupations during the last five years, other
directorships held by them and their affiliations, if any, with the Adviser or
its affiliates. The term "Fund Complex" includes each of the investment
companies advised by the Adviser as of the Record Date. Trustees of the Funds
generally serve three year terms or until their successors are duly elected and
qualified. All nominees have consented to being named in this Joint Proxy
Statement and have agreed to serve if elected.
INDEPENDENT TRUSTEES:
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) (62) Trustee + Chairman and Chief Executive Officer 74
Blistex Inc. of Blistex Inc., a consumer health
1800 Swift Drive care products manufacturer.
Oak Brook, IL 60523
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
David C. Arch(1) (62) Trustee/Director/Managing
Blistex Inc. General Partner of funds in
1800 Swift Drive the Fund Complex. Director
Oak Brook, IL 60523 of the Heartland Alliance, a
nonprofit organization
serving human needs based in
Chicago. Board member of the
Illinois Manufacturers'
Association. Member of the
Board of Visitors, Institute
for the Humanities,
University of Michigan.
7
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Jerry D. Choate(1) (69) Trustee + Prior to January 1999, Chairman and 74
33971 Selva Road Chief Executive Officer of the
Suite 130 Allstate Corporation ("Allstate") and
Dana Point, CA 92629 Allstate Insurance Company. Prior to
January 1995, President and Chief
Executive Officer of Allstate. Prior
to August 1994, various management
positions at Allstate.
Rod Dammeyer(2)+++(67) Trustee + President of CAC, L.L.C., a private 74
CAC, L.L.C. company offering capital investment
4350 LaJolla Village Drive and management advisory services.
Suite 980
San Diego, CA 92122-6223
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Jerry D. Choate(1) (69) 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 Valero Energy
Corporation, an independent
refining company.
Rod Dammeyer(2)+++(67) 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. and Trustee
of The Scripps Research
Institute. Prior to February
2008, Director of Ventana
Medical Systems, Inc. Prior
to April 2007, Director of
GATX Corporation. Prior to
April 2004, Director of
TheraSense, Inc. Prior to
January 2004, Director of
TeleTech Holdings Inc. and
Arris Group, Inc.
8
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)++ (59) Trustee + Prior to February 2008, Managing 74
4939 South Greenwood Partner of Heidrick & Struggles, an
Chicago, IL 60615 international executive search firm.
Prior to 1997, Partner of Ray &
Berndtson, Inc., an executive
recruiting firm. 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(3) (56) Trustee + Director and President of the German 74
1744 R Street, N.W. Marshall Fund of the United States,
Washington, D.C. 20009 an independent U.S. foundation
created to deepen understanding,
promote collaboration and stimulate
exchanges of practical experience
between Americans and Europeans.
Formerly, advisor to the Dennis
Trading Group Inc., a managed futures
and option company that invests money
for individuals and institutions.
Prior to 1992, President and Chief
Executive Officer, Director and
member of the Investment Committee of
the Joyce Foundation, a private
foundation.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Linda Hutton Heagy(2)++ (59) Trustee/Director/Managing
4939 South Greenwood General Partner of funds in
Chicago, IL 60615 the Fund Complex. Trustee on
the University of Chicago
Medical Center Board, Vice
Chair of the Board of the
YMCA of Metropolitan Chicago
and a member of the Women's
Board of the University of
Chicago.
R. Craig Kennedy(3) (56) Trustee/Director/Managing
1744 R Street, N.W. General Partner of funds in
Washington, D.C. 20009 the Fund Complex. Director
of First Solar, Inc.
9
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
Howard J Kerr(1) (72) Trustee + Prior to 1998, President and Chief 74
14 Huron Trace Executive Officer of Pocklington
Galena, IL 61036 Corporation, Inc., an investment
holding company.
Jack E. Nelson(3) (72) Trustee + President of Nelson Investment 74
423 Country Club Drive Planning Services, Inc., a financial
Winter Park, FL 32789 planning company and registered
investment adviser in the State of
Florida. President of Nelson Ivest
Brokerage Services Inc., a member of
the Financial Industry Regulatory
Authority, 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.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Howard J Kerr(1) (72) Trustee/Director/Managing
14 Huron Trace General Partner of funds in
Galena, IL 61036 the Fund Complex. Director
of the Lake Forest Bank &
Trust. Director of the
Marrow Foundation.
Jack E. Nelson(3) (72) Trustee/Director/Managing
423 Country Club Drive General Partner of funds in
Winter Park, FL 32789 the Fund Complex.
10
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
Hugo F. Sonnenschein(3)+++ (67) Trustee + President Emeritus and Honorary 74
1126 E. 59th Street Trustee of the University of Chicago
Chicago, IL 60637 and the Adam Smith Distinguished
Service Professor in the Department
of Economics at the University of
Chicago. Prior to July 2000,
President of the University of
Chicago.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Hugo F. Sonnenschein(3)+++ (67) Trustee/Director/Managing
1126 E. 59th Street General Partner of funds in
Chicago, IL 60637 the Fund Complex. 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.
11
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 + Chief Communications Officer of the 74
(66) 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. 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.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Suzanne H. Woolsey, Ph.D.(1) Trustee/Director/Managing
(66) 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. Director
of Intelligent Medical
Devices, Inc., a symptom
based diagnostic tool for
physicians and clinical
labs. 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 California
Institute of Technology and
the Colorado College.
12
INTERESTED TRUSTEE:
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) (68) Trustee + Partner in the law firm of Skadden, Arps, Slate, Meagher & 74
333 West Wacker Drive Flom LLP, legal counsel to certain funds in the Fund
Chicago, IL 60606 Complex.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Wayne W. Whalen*(2) (68) 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.
---------------
(1) Designated as a Class I trustee.
(2) Designated as a Class II trustee.
(3) Designated as a Class III trustee.
+ Each Trustee generally serves a three-year term from the date of election.
Each Trustee has served as a Trustee of each respective Fund since the year
shown in Annex C.
++ As indicated above, prior to February 2008, Ms. Heagy was an employee of
Heidrick and Struggles, an international executive search firm ("Heidrick").
Heidrick has been (and may continue to be) engaged by Morgan Stanley from
time to time to perform executive searches. Such searches have been
unrelated to Van Kampen's or Morgan Stanley's asset management businesses
and have been done by professionals at Heidrick without any involvement by
Ms. Heagy. Ethical wall procedures exist to ensure that Ms. Heagy will not
have any involvement with any searches performed by Heidrick for Morgan
Stanley. Ms. Heagy does not receive any compensation, directly or
indirectly, for searches performed by Heidrick for Morgan Stanley.
+++ Messrs. Dammeyer and Sonnenschein are elected by the holders of Preferred
Shares.
* 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.
13
REMUNERATION OF TRUSTEES
The compensation of Trustees and executive officers that are affiliated
persons (as defined in 1940 Act) of the Adviser or Van Kampen Investments is
paid by the respective affiliated entity. The funds in the Fund Complex,
including the Funds, 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
Funds. To the extent permitted by the 1940 Act, each Fund may invest in
securities of those funds selected by the non-affiliated Trustees in order to
match the deferred compensation obligation. The deferred compensation plan is
not funded and obligations thereunder represent general unsecured claims against
the general assets of the respective Fund.
Each Fund has adopted a retirement plan. Under the retirement plan, a
non-affiliated Trustee who is receiving Trustee's compensation from a Fund prior
to such non-affiliated Trustee's retirement, has at least 10 years of service
(including years of service prior to adoption of the retirement plan) for such
Fund and retires at or after attaining the age of 60, is eligible to receive a
retirement benefit each year for ten years following such Trustee's retirement
from such Fund. Non-affiliated Trustees retiring prior to the age of 60 or with
fewer than 10 years but more than 5 years of service may receive reduced
retirement benefits from a Fund. Each Trustee has served as a member of each
Fund's Board of Trustees since the year of such Trustee's appointment or
election as set forth on Annex C to this Proxy Statement.
Additional information regarding compensation and benefits for Trustees is set
forth below. As indicated in the notes accompanying the table, the amounts
relate to either the respective Fund's most recently completed fiscal year ended
in 2007, the Fund
14
Complex's most recently completed calendar year ended December 31, 2007 or as of
the date of this Proxy Statement.
COMPENSATION TABLE
FUND COMPLEX
----------------------------------------------------------
TOTAL
COMPENSATION
AGGREGATE AGGREGATE PENSION OR AGGREGATE ESTIMATED BEFORE
COMPENSATION RETIREMENT BENEFITS ANNUAL BENEFITS DEFERRAL FROM
FROM EACH ACCRUED AS PART OF UPON FUND
NAME FUND(1) FUND EXPENSES(2) RETIREMENT(3) COMPLEX(4)
---- ------------ -------------------- ------------------- -------------
INDEPENDENT TRUSTEES
David C. Arch........... (1) $ 35,484 $105,000 $208,601
Jerry D. Choate......... (1) 98,609 105,000 191,268
Rod Dammeyer............ (1) 69,017 105,000 208,601
Linda Hutton Heagy...... (1) 27,389 105,000 208,601
R. Craig Kennedy........ (1) 19,200 105,000 208,601
Howard J Kerr........... (1) 146,670 145,000 208,601
Jack E. Nelson.......... (1) 121,944 105,000 208,601
Hugo F. Sonnenschein.... (1) 69,608 105,000 208,601
Suzanne H. Woolsey...... (1) 62,697 105,000 208,601
INTERESTED TRUSTEE
Wayne W. Whalen......... (1) 72,695 105,000 208,601
---------------
(1) The amount of aggregate compensation payable by each Fund for its most
recently completed fiscal year ended in 2007 before deferral by the Trustees
under the deferred compensation plan is shown in Annex D. Certain Trustees
deferred all or a portion of the aggregate compensation payable by each Fund
for its most recently completed fiscal year ended in 2007 as shown in Annex
E. The deferred compensation plan is described above the table. Amounts
deferred are retained by the respective Fund and earn a rate of return
determined by reference to either the return on the Common Shares of the
Fund or the common shares of other funds in the Fund Complex as selected by
the respective Trustee. To the extent permitted by the 1940 Act, the Fund
may invest in securities of these funds selected by the Trustees in order to
match the deferred compensation obligation. The cumulative deferred
compensation (including earnings accrued thereon for each trustee) for each
Fund as of the end of its most recently completed fiscal year ended in 2007
is shown in Annex F.
(2) The amounts shown in this column represent the sum of the estimated
retirement benefit accruals expected to be accrued by the operating funds in
the Fund Complex for their respective fiscal years ended in 2007. The
retirement plan is described above the compensation table.
(3) For each Trustee, this is the sum of the estimated annual benefits payable
by the current (i.e., as of the date of this Proxy Statement) 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.
(4) The amounts shown in this column are accumulated from the aggregate
compensation of the operating investment companies in the Fund Complex as of
the calendar year ended December 31, 2007 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.
15
BOARD COMMITTEES AND MEETINGS
Each Fund's Board of Trustees has three standing committees (an audit
committee, a brokerage and services committee and a governance committee). Each
committee is comprised solely of "Independent Trustees", which is defined for
purposes herein as trustees who: (1) are not "interested persons" of the Fund as
defined by the 1940 Act and (2) are "independent" of the respective Fund as
defined by the New York Stock Exchange, American Stock Exchange and Chicago
Stock Exchange listing standards.
Each Board's audit committee consists of 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 each Fund's
independent registered public accounting firm, reviews with such independent
registered public accounting firm the scope and results of each Fund's annual
audit and considers any comments which the independent registered public
accounting firm may have regarding each Fund's financial statements, accounting
records or internal controls. Each Board of Trustees has adopted a formal
written charter for the audit committee which sets forth the audit committee's
responsibilities. The audit committee charter for each of the Funds is available
on Van Kampen's web site at www.vankampen.com. The audit committee has reviewed
and discussed the financial statements of each Fund with management as well as
with the independent registered public accounting firm of each Fund, and
discussed with the independent registered public accounting firm the matters
required to be discussed under the Statement of Auditing Standards No. 61. The
audit committee has received the written disclosures and the letter from the
independent registered public accounting firm required under Independence
Standard Board Standard No. 1 and has discussed with the independent registered
public accountants their independence. Based on this review, the audit committee
recommended to the Board of Trustees of each Fund that each Fund's audited
financial statements be included in each Fund's annual report to shareholders
for the most recent fiscal year for filing with the Securities and Exchange
Commission ("SEC"). Each member of the Fund's audit committee is deemed an audit
committee financial expert.
Each Board's brokerage and services committee consists of Mesdames Heagy and
Woolsey and Mr. Sonnenschein. The brokerage and services committee reviews each
Fund's allocation of brokerage transactions and soft-dollar practices and
reviews the transfer agency and shareholder servicing arrangements.
Each Board's governance committee consists of 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
16
members as defined by the New York Stock Exchange, American Stock Exchange and
Chicago Stock Exchange listing standards. The governance committee identifies
individuals qualified to serve as Independent Trustees on the Board and on
committees of the Board, advises the Board with respect to Board composition,
procedures and committees, develops and recommends to the Board a set of
corporate governance principles applicable to the respective Fund, monitors
corporate governance matters and makes recommendations to the Board, and acts as
the administrative committee with respect to Board policies and procedures,
committee policies and procedures and codes of ethics. The governance committee
charter for each of the Funds, which includes each Fund's nominating policies,
is available on Van Kampen's web site at www.vankampen.com. The Independent
Trustees of the respective Fund select and nominate any other nominee
Independent Trustees for the respective Fund. While the Independent Trustees of
the respective Fund expect to be able to continue to identify from their own
resources an ample number of qualified candidates for the Board of Trustees as
they deem appropriate, they will consider nominations from shareholders to the
Board. Nominations from shareholders should be in writing and sent to the
Independent Trustees as described below.
During the fiscal year ended October 31, 2007, the Board of Trustees of VCV,
VMV, VPV, VKI, VGM, VIM, VTJ, VTN, VMO, VKL, VKQ and VOQ each held 9 meetings.
During each such Fund's last fiscal year, the audit committee of each such Board
held 7 meetings, the brokerage and services committee of each such Board held 4
meeting and the governance committee of each such Board held 4 meetings. During
the last fiscal year, each of the Trustees of such Funds during the period such
Trustee served as a Trustee attended at least 75% of the meetings of the
respective Board of Trustees and all committee meetings thereof of which such
Trustee was a member.
During the fiscal year ended December 31, 2007, the Board of Trustees of VLT
held 10 meetings. During such Fund's last fiscal year, the audit committee of
the Board held 6 meetings, the brokerage and services committee of the Board of
the Fund held 4 meetings and the governance committee of the Board held 5
meetings. During the last fiscal year, each of the Trustees of VLT 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.
During the fiscal year ended July 31, 2007, the Board of Trustees of VVR held
8 meetings. During such Fund's last fiscal year, the audit committee of such
Board held 7 meetings, the brokerage and services committee of such Board of
such Fund held 4 meetings and the governance committee of such Board held 3
meetings. During the last fiscal year, each of the Trustees of such Fund during
the period such Trustee served as a Trustee attended at least 75% of the
meetings of such Fund's Board of Trustees and all committee meetings thereof of
which such Trustee was a member.
17
During the fiscal period ended July 31, 2007, the Board of Trustees of VTA
held 3 meetings. During the fiscal period ended July 31, 2007, the audit
committee of such Board held 1 meeting, the brokerage and services committee of
such Board of such Fund held 1 meeting and the governance committee of such
Board held 1 meeting. During the fiscal period ended July 31, 2007, each of the
Trustees of such Fund during the period such Trustee served as a Trustee
attended at least 75% of the meetings of such Fund's Board of Trustees and all
committee meetings thereof of which such Trustee was a member.
During the fiscal year ended June 30, 2007, the Board of Trustees of VBF held
7 meetings. During such Fund's last fiscal year, the audit committee of such
Board held 7 meetings, the brokerage and services committee of such Board of
such Fund held 4 meetings and the governance committee of such Board held 3
meetings. During the last fiscal year, each of the Trustees of such Fund during
the period such Trustee served as a Trustee attended at least 75% of the
meetings of such Fund's Board of Trustees and all committee meetings thereof of
which such Trustee was a member.
SHAREHOLDER COMMUNICATIONS
Shareholders may send communications to each Funds' Board of Trustees.
Shareholders should send communications intended for the Board by addressing the
communication directly to the Board (or individual Board members) and/or
otherwise clearly indicating in the salutation that the communication is for the
Board (or individual Board members) and by sending the communication to either
the applicable Fund's office or directly to such Board member(s) at the address
specified for such Trustee above. Other shareholder communications received by
any Fund not directly addressed and sent to the Board will be reviewed and
generally responded to by management, and will be forwarded to the Board only at
management's discretion based on the matters contained therein.
SHAREHOLDER APPROVAL
With respect to Proposal 1(a) through (c), the holders of Common Shares and
Preferred Shares, where applicable, voting as a separate class, will vote on the
respective nominees designated to be elected by such class of shares. The
affirmative vote of a plurality of the Common Shares of each Fund present at the
Meeting in person or by proxy is required to elect each nominee for Trustee
designated to be elected by the Common Shares and, where applicable, the
affirmative vote of a plurality of the Preferred Shares of each Fund present at
the Meeting in person or by proxy is required to elect each nominee for Trustee
designated to be elected by the Preferred Shares. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE "FOR ALL" OF THE NOMINEES.
18
--------------------------------------------------------------------------------
OTHER INFORMATION
--------------------------------------------------------------------------------
EXECUTIVE OFFICERS OF THE FUNDS
The following information relates to the executive officers of the Funds. Each
officer also serves in the same capacity for all or a number of the other
investment companies advised by the Adviser or affiliates of the Adviser. The
officers of the Funds are appointed annually by the Trustees and serve for one
year or until their respective successors are chosen and qualified. The Funds'
officers receive no compensation from the Funds but may also be officers of the
Adviser or officers of affiliates of the Adviser and receive compensation in
such capacities.
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 (69) President and Officer President of funds in the Fund Complex since September 2005
522 Fifth Avenue Principal since 2003 and Principal Executive Officer of funds in the Fund Complex
New York, NY 10036 Executive Officer since May 2003. 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. 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.
19
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 (54) Vice President Officer Managing Director of Morgan Stanley Investment Advisors
522 Fifth Avenue since 2006 Inc., Morgan Stanley Investment Management Inc., the Adviser
New York, NY 10036 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.
Christina Jamieson (50) Vice President Officer Managing Director of Morgan Stanley Investment Management
1 Parkview Plaza -- Suite (VVR and VTA only) since 2008 Inc. since 2006. Co- head of, and portfolio manager in, the
100 Senior Loan Group of the Adviser. Prior to 2006, Vice
Oakbrook Terrace, IL 60181 President of Morgan Stanley Investment Management Inc. Prior
to 2001, Credit Risk Officer for the senior loan funds in
the Fund Complex. Prior to 2000, Senior Vice President and
Credit Officer at Bank One/First Chicago.
Amy R. Doberman (46) Vice President Officer Managing Director and General Counsel -- U.S. Investment
522 Fifth Avenue since 2004 Management; Managing Director of Morgan Stanley Investment
New York, NY 10036 Management Inc., Morgan Stanley Investment Advisors 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 (41) Vice President and Officer Managing Director of Morgan Stanley Investment Management
522 Fifth Avenue Secretary since 2003 Inc. Vice President and Secretary of funds in the Fund
New York, NY 10036 Complex.
John L. Sullivan (52) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza -- Suite Officer since 1989 August 2004. Prior to August 2004, Director and Managing
100 Director of Van Kampen Investments, the Adviser, Van Kampen
Oakbrook Terrace, IL 60181 Advisors Inc. and certain other subsidiaries of Van Kampen
Investments, Vice President, Chief Financial Officer and
Treasurer of funds in the Fund Complex and head of Fund
Accounting for Morgan Stanley Investment Management Inc.
Prior to December 2002, Executive Director of Van Kampen
Investments, the Adviser and Van Kampen Advisors Inc.
20
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
Stuart N. Schuldt (46) Chief Financial Officer Executive Director of Morgan Stanley Investment Management
1 Parkview Plaza -- Suite Officer and since 2007 Inc. since June 2007. Chief Financial Officer and Treasurer
100 Oakbrook Terrace, IL Treasurer of funds in the Fund Complex since June 2007. Prior to June
60181 2007, Senior Vice President of Northern Trust Company,
Treasurer and Principal Financial Officer for Northern Trust
U.S. mutual fund complex.
21
SHAREHOLDER INFORMATION
As of April 23, 2008, to the knowledge of the Funds, no shareholder owned
beneficially more than 5% of a class of a Fund's outstanding Shares. As of April
23, 2008, certain Trustees and executive officers owned, directly or
beneficially, the number of Common Shares of each Fund as set forth in Annex G.
Except as indicated on Annex G, as of April 23, 2008, the Trustees and executive
officers of the Funds individually and as a group owned less than 1% of the
outstanding Shares of each Fund. Trustees and executive officers who do not own
any Common Shares of the Funds or Funds which are not owned by any Trustee or
executive officers have been omitted from the table in Annex G. As of April 23,
2008, no Trustees or executive officers owned any Preferred Shares of the Funds.
Excluding deferred compensation balances as described in the Compensation Table,
as of April 23, 2008, each Trustee beneficially owned equity securities of the
Funds and other funds in the Fund Complex overseen by the Trustees in the dollar
range amounts as specified in Annex H. Including deferred compensation balances
as described in the Compensation Table, as of April 23, 2008, each Trustee owned
the dollar ranges of amounts of the Funds and other funds in the Fund Complex as
specified in Annex I.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange
Act of 1934, as amended, require each of the Funds' Trustees, officers,
investment adviser, affiliated persons of the investment adviser and persons
who own more than 10% of a registered class of the Fund's equity securities to
file forms with the SEC and the New York Stock Exchange or American Stock
Exchange, as applicable, reporting their affiliation with the Fund and reports
of ownership and changes in ownership of Fund Shares. These persons and
entities are required by SEC regulation to furnish the Fund with copies of all
such forms they file. Based on a review of these forms furnished to each Fund,
each Fund believes that during its last fiscal year, its Trustees, officers,
Adviser and affiliated persons of the Adviser complied with the applicable
filing requirements except as follows. A Form 4 Filing reporting one
transaction relating to common shares of VTA on behalf of Edward C. Wood III,
an officer of the Adviser, inadvertently was not filed in a timely manner. A
Form 4 Filing reporting one transaction relating to common shares of VTA on
behalf of Wayne W. Whalen, a trustee of the Funds, inadvertently was not filed
in a timely manner. A Form 3 Filing relating to each of VKI, VCV, VMV, VMO, VPV,
VKL, VIM, VGM, VTJ and VTN on behalf of William D. Black, a portfolio manager of
such Funds, inadvertently was not filed in a timely manner. A Form 3 Filing
relating to each of VMV, VKQ, VOQ and VGM on behalf of Thomas Byron, a portfolio
manager of such Funds, inadvertently was not filed in a timely manner. A Form 3
Filing relating to VMO on behalf of Wayne Godlin, a portfolio manager of such
Fund, inadvertently was not filed in a timely manner. A Form 3 Filing relating
to each of VTA and VVR on behalf of Christina Jamieson, a
22
portfolio manager of such Funds, inadvertently was not filed in a timely manner.
A Form 3 Filing relating to each of VBF and VLT on behalf of Steven K. Kreider,
a portfolio manager of such Funds, inadvertently was not filed in a timely
manner. A Form 3 Filing relating to each of VKI, VMO, VKQ, VPV, VKL, VTJ and VTN
on behalf of Mark E. Paris, a portfolio manager of such Funds, inadvertently was
not filed in a timely manner. A Form 3 Filing relating to each of VCV and VIM on
behalf of Joseph Andrew Piraro, a portfolio manager of such Funds, inadvertently
was not filed in a timely manner. A Form 3 Filing relating to each of VKI and
VTN on behalf of Robert John Stryker, a portfolio manager of such Funds,
inadvertently was not filed in a timely manner. A Form 3 Filing relating to each
of VKI, VCV, VMV, VMO, VKQ, VOQ, VPV, VKL, VIM, VGM, VTJ and VTN on behalf of
Robert W. Wimmel, a portfolio manager of such Funds, inadvertently was not filed
in a timely manner.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees of each Fund, including a majority of the Trustees who
are not "interested persons" of each Fund (as defined by the 1940 Act), has
selected Deloitte & Touche LLP ("D&T") as the independent registered public
accountants to examine the financial statements for the current fiscal year of
each Fund. The selection of D&T for the current fiscal year was recommended and
approved by each Fund's audit committee and approved by each Fund's Board. Each
of the Funds knows of no direct or indirect financial interest of D&T in such
Fund.
AUDIT AND OTHER FEES
Each Fund and certain "covered entities" were billed the amounts listed on
Annex J by D&T during such Fund's most recent two fiscal years.
The audit committee of each Board has considered whether the provision of non-
audit services performed by D&T to the Funds and "covered entities" is
compatible with maintaining D&T's independence in performing audit services. The
audit committee also is required to pre-approve services to "covered entities"
to the extent that the services are determined to have a direct impact on the
operations or financial reporting of the Funds and 100% of such services were
pre-approved by the audit committee pursuant to the audit committee's
pre-approval policies and procedures. The Board's pre-approval policies and
procedures are included as part of the Board's audit committee charter, which is
available on Van Kampen's web site at www.vankampen.com.
It is not expected that representatives of D&T will attend the Meeting. In the
event representatives of D&T do attend the Meeting, they will have the
opportunity to make a statement if they desire to do so and will be available to
answer appropriate questions.
23
EXPENSES
The expenses of preparing, printing and mailing the enclosed form of proxy,
the accompanying Notice and this Proxy Statement and all other costs, in
connection with the solicitation of proxies will be borne by the Funds. The
total amount of these expenses will be allocated among each of the Funds based
upon the total number of shareholders for each Fund in relation to the total
number of shareholders for all of the Funds participating in the Meeting. The
Funds will also reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Funds. In order to obtain the necessary quorum at the Meeting,
additional solicitation may be made by mail, telephone, telegraph, facsimile or
personal interview by representatives of the Funds, the Adviser or Van Kampen
Investments, by the transfer agents of the Funds and by dealers or their
representatives. The Funds may also retain Computershare Fund Services, a
professional proxy solicitation firm to assist in additional proxy solicitation.
The estimated cost of additional telephone solicitation by Computershare Fund
Services is approximately $2,000 per Fund.
SHAREHOLDER PROPOSALS
To be considered for presentation at a shareholders' meeting, rules
promulgated by the SEC generally require that, among other things, a
shareholder's proposal must be received at the offices of the relevant Fund a
reasonable time before a solicitation is made. Shareholder proposals intended to
be presented at the year 2009 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
January 14, 2009. 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 March 30, 2009. Timely submission of
a proposal does not necessarily mean that such proposal will be included. Any
shareholder who wishes to submit a proposal for consideration at a meeting of
such shareholder's Fund should send such proposal to the respective Fund at the
principal executive offices of the Fund at 522 Fifth Avenue, New York, New York
10036, Attn: Van Kampen Asset Management General Counsel's Office.
GENERAL
Management of each Fund does not intend to present and does not have reason to
believe that others will present any other items of business at the Meeting.
However, if other matters are properly presented to the Meeting for a vote, the
proxies will be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.
24
A list of shareholders of each Fund entitled to be present and vote at the
Meeting will be available at the offices of the respective Fund, 1 Parkview
Plaza, Oakbrook Terrace, Illinois 60181-5555, for inspection by any shareholder
during regular business hours for ten days prior to the date of the Meeting.
Failure of a quorum to be present at the Meeting for any Fund may necessitate
adjournment and may subject such Fund to additional expense.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY CARD, FOR WHICH NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES, OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE
INTERNET PROMPTLY.
STEFANIE V. CHANG YU,
Vice President
May 8, 2008
25
ANNEX A
VAN KAMPEN CLOSED-END FUNDS
The following list sets forth the Van Kampen closed-end investment companies
(the "Funds") participating in the Joint Annual Meeting of Shareholders to be
held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook
Terrace, Illinois 60181-5555 on Wednesday, June 18, 2008, at 10:00 a.m. The name
in the first column below is the legal name for each Fund. The name in the
second column is the abbreviated name of each Fund and the designation in the
third column is the stock symbol of each Fund; the abbreviated name or stock
symbol are sometimes used to identify a specific Fund in the Joint Proxy
Statement. Each of the Funds has issued common shares of beneficial interest and
such common shares of the Funds are referred to herein as the "Common Shares."
Each of the Funds, except VBF and VTA, have issued preferred shares of
beneficial interest with a liquidation preference per share as designated in the
fourth column below, and such preferred shares of such Funds are referred to
herein as the "Preferred Shares."
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
Van Kampen Select Sector Select Sector VKL Remarketed Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Municipal Trust Municipal Trust VKQ Auction Preferred Shares,
liquidation preference
$25,000 per share
Van Kampen Ohio Quality Ohio Quality Municipal VOQ Auction Preferred Shares,
Municipal Trust Trust liquidation preference
$25,000 per share
Van Kampen Trust for Insured Trust for Insured VIM Auction Preferred Shares,
Municipals Municipals liquidation preference
$25,000 per share
Van Kampen Trust for Trust for Investment VGM Auction Preferred Shares,
Investment Grade Municipals Grade Municipals liquidation preference
$25,000 per share
Van Kampen Trust for Trust for Investment VTN Auction Preferred Shares,
Investment Grade New York Grade New York liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Trust for Trust for Investment VTJ Auction Preferred Shares,
Investment Grade New Jersey Grade New Jersey liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Municipal Municipal Opportunity VMO Auction Preferred Shares,
Opportunity Trust Trust liquidation preference
$25,000 per share
Van Kampen Massachusetts Massachusetts Value VMV Auction Preferred Shares,
Value Municipal Income Municipal Income liquidation preference
Trust Trust $25,000 per share
Van Kampen California Value California Value VCV Auction Preferred Shares,
Municipal Income Trust Municipal Income liquidation preference
Trust $25,000 per share
A-1
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
Van Kampen Pennsylvania Pennsylvania Value VPV Auction Preferred Shares,
Value Municipal Income Municipal Income liquidation preference
Trust Trust $25,000 per share
Van Kampen Advantage Advantage Municipal VKI Auction Preferred Shares,
Municipal Income Trust II Income Trust II liquidation preference
$25,000 per share
Van Kampen High Income High Income Trust II VLT Auction Preferred Shares,
Trust II liquidation preference
$25,000 per share
Van Kampen Senior Income Senior Income Trust VVR Auction Preferred Shares,
Trust liquidation preference
$25,000 per share
Van Kampen Bond Fund Bond Fund VBF None
Van Kampen Dynamic Dynamic Credit VTA None
Credit Opportunities Fund Opportunities Fund
A-2
ANNEX B
VAN KAMPEN CLOSED-END FUNDS
The following list sets forth the number of issued and outstanding Common
Shares and Preferred Shares, where applicable, for each Fund as of April 23,
2008, the Record Date.
FUND NAME COMMON SHARES PREFERRED SHARES
--------- ------------- ----------------
Select Sector Municipal Trust 15,267,915 5,160
Municipal Trust 38,885,302 13,000
Ohio Quality Municipal Trust 5,793,105 2,000
Trust for Insured Municipals 9,643,893 3,600
Trust for Investment Grade Municipals 53,999,801 21,440
Trust for Investment Grade New York Municipals 15,220,390 5,800
Trust for Investment Grade New Jersey Municipals 6,050,102 2,600
Municipal Opportunity Trust 33,685,478 13,600
Massachusetts Value Municipal Income Trust 2,695,226 1,000
California Value Municipal Income Trust 21,958,966 8,000
Pennsylvania Value Municipal Income Trust 23,962,678 8,800
Advantage Municipal Income Trust II 44,355,089 16,800
High Income Trust II 18,851,327 2,616
Senior Income Trust 180,010,000 28,000
Bond Fund 11,308,623 None
Dynamic Credit Opportunities Fund 74,005,236 None
B-1
ANNEX C
The table below sets forth the year in which each of the Trustees initially
was elected or appointed to the Board of Trustees of each Fund.
INDEPENDENT TRUSTEES
----------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON
---- ------ -------- ----- ------- ---- ------
High Income Trust II (VLT)............................. 1989 2003 1989 2003 2003 1992 2003
Municipal Trust (VKQ).................................. 1991 2003 1991 2003 2003 1992 2003
Ohio Quality Municipal Trust (VOQ)..................... 1991 2003 1991 2003 2003 1992 2003
Trust for Insured Municipals (VIM)..................... 1991 2003 1991 2003 2003 1992 2003
Trust for Investment Grade Municipals (VGM)............ 1991 2003 1991 2003 2003 1992 2003
Municipal Opportunity Trust (VMO)...................... 1992 2003 1992 2003 2003 1992 2003
Trust for Investment Grade New Jersey Municipals
(VTJ)................................................. 1992 2003 1992 2003 2003 1992 2003
Trust for Investment Grade New York Municipals (VTN)... 1992 2003 1992 2003 2003 1992 2003
Advantage Municipal Income Trust II (VKI).............. 1993 2003 1993 2003 2003 1993 2003
California Value Municipal Income Trust (VCV).......... 1993 2003 1993 2003 2003 1993 2003
Massachusetts Value Municipal Income Trust (VMV)....... 1993 2003 1993 2003 2003 1993 2003
Pennsylvania Value Municipal Income Trust (VPV)........ 1993 2003 1993 2003 2003 1993 2003
Select Sector Municipal Trust (VKL).................... 1993 2003 1993 2003 2003 1993 2003
Senior Income Trust (VVR).............................. 1998 2006 1998 2006 2006 1998 2006
Bond Fund (VBF)........................................ 1997 2003 1997 2003 2003 1997 2003
Dynamic Credit Opportunities Fund (VTA)................ 2007 2007 2007 2007 2007 2007 2007
INDEPENDENT TRUSTEES INTERESTED TRUSTEE
---------------------- ------------------
SONNENSCHEIN WOOLSEY WHALEN
------------ ------- ------
High Income Trust II (VLT)............................. 1994 2003 1989
Municipal Trust (VKQ).................................. 1994 2003 1991
Ohio Quality Municipal Trust (VOQ)..................... 1994 2003 1991
Trust for Insured Municipals (VIM)..................... 1994 2003 1991
Trust for Investment Grade Municipals (VGM)............ 1994 2003 1991
Municipal Opportunity Trust (VMO)...................... 1994 2003 1992
Trust for Investment Grade New Jersey Municipals
(VTJ)................................................. 1994 2003 1992
Trust for Investment Grade New York Municipals (VTN)... 1994 2003 1992
Advantage Municipal Income Trust II (VKI).............. 1994 2003 1993
California Value Municipal Income Trust (VCV).......... 1994 2003 1993
Massachusetts Value Municipal Income Trust (VMV)....... 1994 2003 1993
Pennsylvania Value Municipal Income Trust (VPV)........ 1994 2003 1993
Select Sector Municipal Trust (VKL).................... 1994 2003 1993
Senior Income Trust (VVR).............................. 1998 2006 1998
Bond Fund (VBF)........................................ 1997 2003 1997
Dynamic Credit Opportunities Fund (VTA)................ 2007 2007 2007
C-1
ANNEX D
2007 AGGREGATE COMPENSATION BEFORE DEFERRAL FROM EACH FUND
INDEPENDENT TRUSTEES
-----------------------------------------------------------------
NAME OF FUND FISCAL YEAR-END ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON
------------ --------------- ---- ------ -------- ----- ------- ---- ------
Advantage Municipal Income Trust
II................................ 10/31 $2,316 $2,149 $2,316 $2,316 $2,316 $2,316 $2,316
California Value Municipal Income
Trust............................. 10/31 1,443 1,338 1,443 1,443 1,443 1,443 1,443
Massachusetts Value Municipal
Income Trust...................... 10/31 607 562 607 607 607 607 607
Municipal Opportunity Trust........ 10/31 2,018 1,872 2,018 2,018 2,018 2,018 2,018
Municipal Trust.................... 10/31 2,121 1,968 2,121 2,121 2,121 2,121 2,121
Ohio Quality Municipal Trust....... 10/31 744 689 744 744 744 744 744
Pennsylvania Value Municipal Income
Trust............................. 10/31 1,524 1,414 1,524 1,524 1,524 1,524 1,524
Select Sector Municipal Trust...... 10/31 1,090 1,010 1,090 1,090 1,090 1,090 1,090
Trust for Insured Municipals....... 10/31 911 844 911 911 911 911 911
Trust for Investment Grade
Municipals........................ 10/31 2,590 2,376 2,590 2,590 2,590 2,590 2,590
Trust for Investment Grade New
Jersey Municipals................. 10/31 786 728 786 786 786 786 786
Trust for Investment Grade New York
Municipals........................ 10/31 1,177 1,091 1,177 1,177 1,177 1,177 1,177
High Income Trust II............... 12/31 670 615 670 670 670 670 670
Senior Income Trust................ 7/31 7,733 7,733 7,733 7,733 7,733 7,733 7,733
Dynamic Credit Opportunities
Fund(1)........................... 7/31 0 0 0 0 0 0 0
Bond Fund.......................... 6/30 1,020 1,020 1,020 1,020 1,020 1,020 1,020
INDEPENDENT TRUSTEES INTERESTED TRUSTEE
---------------------- -------------------
NAME OF FUND SONNENSCHEIN WOOLSEY WHALEN
------------ ------------ ------- ------
Advantage Municipal Income Trust
II................................ $2,316 $2,316 $2,316
California Value Municipal Income
Trust............................. 1,443 1,443 1,443
Massachusetts Value Municipal
Income Trust...................... 607 607 607
Municipal Opportunity Trust........ 2,018 2,018 2,018
Municipal Trust.................... 2,121 2,121 2,121
Ohio Quality Municipal Trust....... 744 744 744
Pennsylvania Value Municipal Income
Trust............................. 1,524 1,524 1,524
Select Sector Municipal Trust...... 1,090 1,090 1,090
Trust for Insured Municipals....... 911 911 911
Trust for Investment Grade
Municipals........................ 2,590 2,590 2,590
Trust for Investment Grade New
Jersey Municipals................. 786 786 786
Trust for Investment Grade New York
Municipals........................ 1,177 1,177 1,177
High Income Trust II............... 670 670 670
Senior Income Trust................ 7,733 7,733 7,733
Dynamic Credit Opportunities
Fund(1)........................... 0 0 0
Bond Fund.......................... 1,020 1,020 1,020
---------------
(1) Dynamic Credit Opportunities Fund commenced investment operations on June
26, 2007.
D-1
ANNEX E
2007 AGGREGATE COMPENSATION DEFERRED FOR EACH FUND
INDEPENDENT TRUSTEES
--------------------------------------
NAME OF FUND FISCAL YEAR-END CHOATE DAMMEYER HEAGY KENNEDY
------------ --------------- ------ -------- ----- -------
Advantage Municipal Income Trust II.............. 10/31 $2,149 $2,316 $2,316 $1,158
California Value Municipal Income Trust.......... 10/31 1,338 1,443 1,443 722
Massachusetts Value Municipal Income Trust....... 10/31 562 607 607 304
Municipal Opportunity Trust...................... 10/31 1,872 2,018 2,018 1,009
Municipal Trust.................................. 10/31 1,968 2,121 2,121 1,061
Ohio Quality Municipal Trust..................... 10/31 689 744 744 372
Pennsylvania Value Municipal Income Trust........ 10/31 1,414 1,524 1,524 762
Select Sector Municipal Trust.................... 10/31 1,010 1,090 1,090 545
Trust for Insured Municipals..................... 10/31 844 911 911 456
Trust for Investment Grade Municipals............ 10/31 2,376 2,590 2,590 1,295
Trust for Investment Grade New Jersey
Municipals...................................... 10/31 728 786 786 393
Trust for Investment Grade New York Municipals... 10/31 1,091 1,177 1,177 589
High Income Trust II............................. 12/31 615 670 670 335
Senior Income Trust.............................. 7/31 7,733 7,733 7,733 3,867
Dynamic Credit Opportunities Fund(1)............. 7/31 0 0 0 0
Bond Fund........................................ 6/30 1,020 1,020 1,020 510
INDEPENDENT TRUSTEES INTERESTED TRUSTEE
---------------------- ------------------
NAME OF FUND NELSON SONNENSCHEIN WHALEN
------------ ------ ------------ ------
Advantage Municipal Income Trust II.............. $2,316 $2,316 $2,316
California Value Municipal Income Trust.......... 1,443 1,443 1,443
Massachusetts Value Municipal Income Trust....... 607 607 607
Municipal Opportunity Trust...................... 2,018 2,018 2,018
Municipal Trust.................................. 2,121 2,121 2,121
Ohio Quality Municipal Trust..................... 744 744 744
Pennsylvania Value Municipal Income Trust........ 1,524 1,524 1,524
Select Sector Municipal Trust.................... 1,090 1,090 1,090
Trust for Insured Municipals..................... 911 911 911
Trust for Investment Grade Municipals............ 2,590 2,590 2,590
Trust for Investment Grade New Jersey
Municipals...................................... 786 786 786
Trust for Investment Grade New York Municipals... 1,177 1,177 1,177
High Income Trust II............................. 670 670 670
Senior Income Trust.............................. 7,733 7,733 7,733
Dynamic Credit Opportunities Fund(1)............. 0 0 0
Bond Fund........................................ 1,020 1,020 1,020
---------------
(1) Dynamic Credit Opportunities Fund commenced investment operations on June
26, 2007.
E-1
ANNEX F
CUMULATIVE COMPENSATION DEFERRED (PLUS INTEREST) FROM EACH FUND
INDEPENDENT TRUSTEES
-----------------------------------------------------------
NAME OF FUND FISCAL YEAR-END ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR
------------ --------------- ---- ------ -------- ----- ------- ----
Advantage Municipal Income Trust II.......... 10/31 $46,264 $55,888 $224,448 $52,518 $7,160 $109,008
California Value Municipal Income Trust...... 10/31 69,397 40,413 247,200 37,875 4,427 140,466
Massachusetts Value Municipal Income Trust... 10/31 0 9,443 42,490 8,902 1,799 34,659
Municipal Opportunity Trust.................. 10/31 23,132 45,250 156,719 42,549 6,140 73,868
Municipal Trust.............................. 10/31 23,132 46,692 159,226 43,887 6,280 74,276
Ohio Quality Municipal Trust................. 10/31 23,132 16,878 105,138 15,858 2,348 69,422
Pennsylvania Value Municipal Income Trust.... 10/31 69,397 43,481 252,040 40,802 4,982 140,777
Select Sector Municipal Trust................ 10/31 23,132 24,413 118,698 22,948 3,369 70,584
Trust for Insured Municipals................. 10/31 0 15,095 54,562 14,229 2,701 35,749
Trust for Investment Grade Municipals........ 10/31 66,773 79,098 338,921 74,322 10,540 180,066
Trust for Investment Grade New Jersey
Municipals.................................. 10/31 0 13,397 77,854 12,620 2,328 69,559
Trust for Investment Grade New York
Municipals.................................. 10/31 46,264 31,162 180,410 29,254 3,796 105,244
High Income Trust II......................... 12/31 22,060 15,506 104,510 14,865 2,132 66,749
Senior Income Trust.......................... 7/31 0 7,878 145,607 7,888 4,053 12,220
Dynamic Credit Opportunities Fund(1)......... 7/31 0 0 0 0 0 0
Bond Fund.................................... 6/30 0 14,736 30,186 14,891 2,323 3,594
INTERESTED
INDEPENDENT TRUSTEES TRUSTEE
---------------------- -----------
NAME OF FUND NELSON SONNENSCHEIN WHALEN
------------ ------ ------------ ------
Advantage Municipal Income Trust II.......... $63,673 $250,810 $260,253
California Value Municipal Income Trust...... 46,521 276,144 281,468
Massachusetts Value Municipal Income Trust... 10,608 48,351 48,762
Municipal Opportunity Trust.................. 51,359 175,462 183,413
Municipal Trust.............................. 53,006 178,274 186,581
Ohio Quality Municipal Trust................. 19,304 118,044 119,338
Pennsylvania Value Municipal Income Trust.... 49,950 281,477 287,339
Select Sector Municipal Trust................ 27,818 133,137 136,175
Trust for Insured Municipals................. 16,998 61,819 63,785
Trust for Investment Grade Municipals........ 89,797 376,454 388,890
Trust for Investment Grade New Jersey
Municipals.................................. 15,073 88,539 88,963
Trust for Investment Grade New York
Municipals.................................. 35,736 201,789 205,599
High Income Trust II......................... 17,954 117,253 115,836
Senior Income Trust.......................... 8,491 172,425 186,374
Dynamic Credit Opportunities Fund(1)......... 0 0 0
Bond Fund.................................... 15,028 36,176 39,354
---------------
(1) Dynamic Credit Opportunities commenced investment operations on June 26,
2007.
F-1
ANNEX G
TRUSTEE OWNERSHIP OF COMMON SHARES OF THE FUNDS
The table below indicates the number of Common Shares of the respective
Funds listed below owned by each Trustee listed below as of April 23, 2008, and
the percentage of such Trustee's Common Shares to the total Common Shares
outstanding for such Fund is shown in parenthesis when such ownership
individually exceeds 1% of the total Common Shares outstanding.
INDEPENDENT TRUSTEES INTERESTED TRUSTEE
----------------------------------------------------------------- ------------------
ARCH DAMMEYER HEAGY KENNEDY SONNENSCHEIN WOOLSEY WHALEN
---- -------- ----- ------- ------------ ------- ------
Advantage Municipal Income Trust II(1)... 500 464,417 708 1,071
California Value Municipal Income
Trust(2)................................ 290,879
High Income Trust II..................... 1,098 128,703 150 12,894
Municipal Opportunity Trust.............. 595 241,881 198 198 644 1,846
Municipal Trust.......................... 1,126 20,332 162 162 486 1,474
Select Sector Municipal Trust(3)......... 1,011 205,920 100 100 350 529
Senior Income Trust...................... 24,066 500 528
Trust for Insured Municipals............. 300 50 962
Trust for Investment Grade Municipals.... 637 64,946 58 58 175 685 1,494
Bond Fund................................ 50 535
Dynamic Credit Opportunities Fund........ 513
---------------
(1) The Trustees as a group own 1.05% of the total Common Shares outstanding of
Advantage Municipal Income Trust II.
(2) The Trustees as a group own 1.32% of the total Common Shares outstanding of
California Value Municipal Income Trust.
(3) The Trustees as a group own 1.36% of the total Common Shares outstanding of
Select Sector Municipal Trust.
G-1
ANNEX H
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
The table below indicates the aggregate dollar range of equity securities of
the respective Funds listed below owned by each Trustee listed below as of April
23, 2008.
INDEPENDENT TRUSTEES
----------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY
---- ------ -------- ----- -------
Advantage Municipal Income Trust
II................................. $1-$10,000 over $100,000
California Value Municipal Trust.... over $100,000
High Income Trust II................ $1-$10,000 over $100,000 $1-$10,000
Municipal Opportunity Trust......... $1-$10,000 over $100,000 $1-$10,000 $1-$10,000
Municipal Trust..................... $10,001-$50,000 over $100,000 $1-$10,000 $1-$10,000
Select Sector Municipal Trust....... $10,001-$50,000 over $100,000 $1-$10,000 $1-$10,000
Senior Income Trust................. over $100,000
Trust for Insured Municipals........ $1-$10,000 $1-$10,000
Trust for Investment Grade
Municipals......................... $1-$10,000 over $100,000 $1-$10,000 $1-$10,000
Bond Fund........................... $1-$10,000
Dynamic Credit Opportunities Fund...
Aggregate Dollar Range of Equity
Securities in all Registered
Investment Companies Overseen by
Trustee in the Fund Complex........ over $100,000 $10,001-$50,000 over $100,000 $50,001-$100,000 over $100,000
INDEPENDENT TRUSTEES INTERESTED TRUSTEE
------------------------------------------------------------ ------------------
KERR NELSON SONNENSCHEIN WOOLSEY WHALEN
---- ------ ------------ ------- ------
Advantage Municipal Income Trust
II................................. $1-$10,000 $10,001-$50,000
California Value Municipal Trust....
High Income Trust II................ $10,001-$50,000
Municipal Opportunity Trust......... $1-$10,000 $10,001-$50,000
Municipal Trust..................... $1-$10,000 $10,001-$50,000
Select Sector Municipal Trust....... $1-$10,000 $1-$10,000
Senior Income Trust................. $1-$10,000 $1-$10,000
Trust for Insured Municipals........ $10,001-$50,000
Trust for Investment Grade
Municipals......................... $1-$10,000 $1-$10,000 $10,001-$50,000
Bond Fund........................... $1-$10,000
Dynamic Credit Opportunities Fund... $1-$10,000
Aggregate Dollar Range of Equity
Securities in all Registered
Investment Companies Overseen by
Trustee in the Fund Complex........ $1-$10,000 $1-$10,000 $10,001-$50,000 $10,001-$50,000 over $100,000
H-1
ANNEX I
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
The table below indicates the aggregate dollar range of equity securities of
the respective Funds listed below owned by each Trustee, combining equity
beneficial ownership with such Trustees' deferred compensation amounts, as of
April 23, 2008.
INDEPENDENT TRUSTEES
-----------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY
---- ------ -------- ----- -------
Advantage Municipal Income Trust II..... $1-$10,000 over $100,000
California Value Municipal Income
Trust.................................. over $100,000
High Income Trust II.................... $1-$10,000 over $100,000 $1-$10,000
Municipal Opportunity Trust............. $1-$10,000 over $100,000 $1-$10,000 $1-$10,000
Municipal Trust......................... $10,001-$50,000 over $100,000 $1-$10,000 $1-$10,000
Select Sector Municipal Trust........... $10,001-$50,000 over $100,000 $1-$10,000 $1-$10,000
Senior Income Trust..................... over $100,000 over $100,000
Trust for Insured Municipals............ $1-$10,000 $1-$10,000
Trust for Investment Grade Municipals... $1-$10,000 over $100,000 $1-$10,000 $1-$10,000
Bond Fund............................... $1-$10,000
Dynamic Credit Opportunities Fund.......
Aggregate Dollar Range of Equity
Securities and Deferred Compensation in
all Registered Investment Companies
Overseen by Trustee in the Fund
Complex................................ over $100,000 over $100,000 over $100,000 over $100,000 over $100,000
INDEPENDENT TRUSTEES INTERESTED TRUSTEE
--------------------------------------------------------------- ------------------
KERR NELSON SONNENSCHEIN WOOLSEY WHALEN
---- ------ ------------ ------- ------
Advantage Municipal Income Trust II..... over $100,000 $1-$10,000 $10,001-$50,000
California Value Municipal Income
Trust..................................
High Income Trust II.................... $10,001-$50,000
Municipal Opportunity Trust............. $1-$10,000 $10,001-$50,000
Municipal Trust......................... $1-$10,000 $10,001-$50,000
Select Sector Municipal Trust........... $1-$10,000 $1-$10,000
Senior Income Trust..................... over $100,000 over $100,000 over $100,000
Trust for Insured Municipals............ $10,001-$50,000
Trust for Investment Grade Municipals... $1-$10,000 $1-$10,000 $10,001-$50,000
Bond Fund............................... over $100,000 $1-$10,000
Dynamic Credit Opportunities Fund....... $1-$10,000
Aggregate Dollar Range of Equity
Securities and Deferred Compensation in
all Registered Investment Companies
Overseen by Trustee in the Fund
Complex................................ over $100,000 over $100,000 over $100,000 over $100,000 over $100,000
I-1
ANNEX J
FISCAL YEAR END 2007 AUDIT AND OTHER FEES
NON-AUDIT FEES
--------------------------------------------------------
NAME OF FUND FISCAL YEAR-END AUDIT FEES AUDIT-RELATED(3) TAX(6) ALL OTHER TOTAL NON-AUDIT TOTAL
------------ --------------- ---------- ---------------- ------ --------- --------------- -----
Advantage Municipal Income
Trust II.................... 10/31 $28,275 $ 400 $1,600 $0 $ 2,000 $ 30,275
California Value Municipal
Income Trust................ 10/31 28,275 400 1,600 0 2,000 30,275
Massachusetts Value Municipal
Income Trust................ 10/31 28,275 400 1,600 0 2,000 30,275
Municipal Opportunity
Trust....................... 10/31 34,475 400 1,600 0 2,000 36,475
Municipal Trust.............. 10/31 34,475 400 1,600 0 2,000 36,475
Ohio Quality Municipal
Trust....................... 10/31 28,275 400 1,600 0 2,000 30,275
Pennsylvania Value Municipal
Income Trust................ 10/31 28,275 400 1,600 0 2,000 30,275
Select Sector Municipal
Trust....................... 10/31 28,275 400 1,600 0 2,000 30,275
Trust for Insured
Municipals.................. 10/31 34,475 400 1,600 0 2,000 36,475
Trust for Investment Grade
Municipals.................. 10/31 34,475 400 1,600 0 2,000 36,475
Trust for Investment Grade
New Jersey Municipals....... 10/31 28,275 400 1,600 0 2,000 30,275
Trust for Investment Grade
New York Municipals......... 10/31 28,275 400 1,600 0 2,000 30,275
High Income Trust II......... 12/31 48,525 800(4) 1,600 0 2,400 50,925
Senior Income Trust.......... 7/31 78,175 17,000(5) 2,575 0 19,575 97,750
Bond Fund.................... 6/30 32,875 0 1,600 0 1,600 34,475
Dynamic Credit Opportunities
Fund(1)..................... 7/31 76,675 0 2,575 0 2,575 79,250
Covered Entities(2).......... N/A $244,200 $ 0 $0 $244,200 $244,200
---------------
N/A- Not applicable.
(1) Dynamic Credit Opportunities Fund commenced investment operations on June
26, 2007.
(2) Covered Entities include the Adviser (excluding sub-advisers) and any entity
controlling, controlled by or under common control with the Adviser that
provides ongoing services to the Funds.
(3) 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
SAS 70 reports of Covered Entities.
(4) Audit-Related Fees represent agreed upon procedures provided that are
reasonably related to the performance of the audit of the financial
statements of the fund.
(5) Audit-Related Fees represent agreed upon procedures, and letters provided to
underwriters related to the offering and issuance of preferred shares by the
fund.
(6) Tax Fees represent tax advice and compliance services provided in connection
with the review of the Funds' tax returns.
J-1
FISCAL YEAR END 2006 AUDIT AND OTHER FEES
AUDIT FEES NON-AUDIT FEES TOTAL
---------- -------------------------------------------------------- -----
NAME OF FUND FISCAL YEAR-END AUDIT-RELATED(3) TAX(6) ALL OTHER TOTAL NON-AUDIT
------------ --------------- ---------------- ------ --------- ---------------
Advantage Municipal Income
Trust II.................... 10/31 $27,300 $ 400 $1,600 $0 $ 2,000 $ 29,300
California Value Municipal
Income Trust................ 10/31 27,300 400 1,600 0 2,000 29,300
Massachusetts Value Municipal
Income Trust................ 10/31 27,300 400 1,600 0 2,000 29,300
Municipal Opportunity
Trust....................... 10/31 33,300 400 1,600 0 2,000 35,300
Municipal Trust.............. 10/31 33,300 400 1,600 0 2,000 35,300
Ohio Quality Municipal
Trust....................... 10/31 27,300 400 1,600 0 2,000 29,300
Pennsylvania Value Municipal
Income Trust................ 10/31 27,300 400 1,600 0 2,000 29,300
Select Sector Municipal
Trust....................... 10/31 27,300 400 1,600 0 2,000 29,300
Trust for Insured
Municipals.................. 10/31 33,300 400 1,600 0 2,000 35,300
Trust for Investment Grade
Municipals.................. 10/31 33,300 400 1,600 0 2,000 35,300
Trust for Investment Grade
New Jersey Municipals....... 10/31 27,300 400 1,600 0 2,000 29,300
Trust for Investment Grade
New York Municipals......... 10/31 27,300 400 1,600 0 2,000 29,300
High Income Trust II......... 12/31 45,500 800(4) 1,600 0 2,400 47,900
Senior Income Trust.......... 7/31 75,800 16,500(5) 2,400 0 18,900 94,700
Bond Fund.................... 6/30 31,800 0 1,600 0 1,600 33,400
Dynamic Credit Opportunities
Fund(1)..................... 7/31 0 0 0 0 0 0
Covered Entities(2).......... N/A 244,200 0 0 244,200 244,200
---------------
N/A- Not applicable.
(1) Dynamic Credit Opportunities Fund commenced investment operations on June
26, 2007.
(2) Covered Entities include the Adviser (excluding sub-advisers) and any entity
controlling, controlled by or under common control with the Adviser that
provides ongoing services to the Funds.
(3) 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
SAS 70 reports of Covered Entities.
(4) Audit-Related Fees represent agreed upon procedures provided that are
reasonably related to the performance of the audit of the financial
statements of the fund.
(5) Audit-Related Fees represent agreed upon procedures related to the
maintenance of preferred shares by the fund.
(6) Tax Fees represent tax advice and compliance services provided in connection
with the review of the Funds' tax returns.
J-2
Van Kampen Funds Inc.
1 Parkview Plaza - Suite 100
P.O. Box 5555
Oakbrook Terrace, IL 60181-5555
www.vankampen.com
Copyright (C)2008 Van Kampen Funds Inc.
All rights reserved. Member FINRA/SIPC.
(VAN KAMPEN INVESTMENTS LOGO) VKCL 08
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN XXXXX TRUST
JOINT ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN XXXXX
TRUST, a XXXXX business trust (the "Fund"), hereby appoints
XXXXX, XXXXX and XXXXX and each of them or their respective
designees, with full power of substitution and revocation, as
proxies to represent the undersigned at the Joint Annual Meeting
of Shareholders to be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555, on Wednesday, June 18, 2008 at 10:00 a.m., and any
and all adjournments thereof (the "Meeting"), and thereat to vote
all XXXXX Shares which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally
present, in accordance with the instructions indicated herein.
FOR ALL
1. Authority to vote for the election as Trustees, the nominees FOR WITHHOLD EXCEPT
named below: [ ] [ ] [ ]
Class X Trustees: (01) XXXXX, (02) XXXXX (03) XXXXX and (04)
XXXXX
------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
CHECK "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME ON THE
LINE BELOW.
------------------------------------------------------------
2. To transact such other business as may properly come before
the Meeting.
If more than one of the proxies, or their substitutes, are
present at the Meeting or any adjournment thereof, they jointly
(or, if only one is present and voting then that one) shall have
authority and may exercise all powers granted hereby. This Proxy,
when properly executed, will be voted in accordance with the
instructions marked by the undersigned on the reverse side. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
PROPOSAL DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF MEETING AND JOINT PROXY STATEMENT FOR THE MEETING TO BE
HELD ON JUNE 18, 2008.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE
HAS YOUR ADDRESS CHANGED? Date
-------------------------------------------- ------------------
Shareholder signature
------------------------------------------ -------------------------------------------- Date --------------
Co-owner signature (if applicable)
------------------------------------------
------------------------------------------
Mark box at right if an address change has
been noted on the reverse side of this
card. [ ]
Please sign this Proxy exactly as your name
or names appear on the books of the Fund.
When signing as attorney, trustee, executor,
administrator, custodian, guardian or
corporate officer, please give full title.
If common shares are held jointly, each
holder must sign.