DEF 14A 1 c91522ddef14a.txt DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Co-Registrants [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com- mission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Revised Materials [ ] Soliciting Material Pursuant to Section 140.12a-12 14a-12 VAN KAMPEN HIGH INCOME TRUST II VAN KAMPEN MUNICIPAL TRUST VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST VAN KAMPEN FLORIDA QUALITY MUNICIPAL TRUST VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST VAN KAMPEN TRUST FOR INSURED MUNICIPALS VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS VAN KAMPEN TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST VAN KAMPEN VALUE MUNICIPAL INCOME TRUST VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST VAN KAMPEN INCOME TRUST (Names of Co-Registrants as Specified in Their Charters) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11. [ ] Fee paid previously with preliminary materials. -- OCTOBER 2005 -- -------------------------------------------------------------------------------- IMPORTANT NOTICE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TO VAN KAMPEN CLOSED-END FUND SHAREHOLDERS -------------------------------------------------------------------------------- QUESTIONS & ANSWERS --------------------------------------- Although we recommend that you read the complete Joint Proxy Statement, we have provided for your convenience a brief overview of the issues to be voted on. --------------------------------------- Q WHY IS A SHAREHOLDER MEETING BEING HELD? A Each Van Kampen closed- end fund is traded on a nationally recognized stock exchange and is required to hold an annual meeting of shareholders. Q WHAT PROPOSAL WILL BE VOTED ON? A You are being asked to elect nominees for the Board of Trustees. Q WILL MY VOTE MAKE A DIFFERENCE? A Yes, your vote is important and will make a difference no matter how many shares you own. We encourage all shareholders to participate in the governance of their funds. Q HOW DOES THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE? A The Board recommends that you vote "FOR ALL" of the nominees on the enclosed proxy card. Q WHY DOES THE JOINT PROXY STATEMENT LIST SEVERAL CLOSED-END FUNDS? A The funds have a similar proposal and it is cost-effective to have a joint proxy statement and one meeting. Q WHERE DO I CALL FOR MORE INFORMATION? A Please call Van Kampen's Client Relations Department at 1-800-341-2929 (Telecommunications Device for the Deaf users may call 1-800-421-2833) or visit our website at www.vankampen.com, where you can send us an e-mail message by selecting "Contact Us." ABOUT THE PROXY CARD -------------------------------------------------------------------------------- Please vote on each issue using blue or black ink to mark an X in one of the boxes provided on the proxy card. ELECTION OF TRUSTEES - mark "FOR ALL," "WITHHOLD" or "FOR ALL EXCEPT." To withhold authority to vote for any one or more individual nominee(s), check "FOR ALL EXCEPT" and write the nominee's name in the line below. Sign, date and return the proxy card in the enclosed postage-paid envelope. All registered owners of an account, as shown in the address, must sign the card. When signing as attorney, trustee, executor, administrator, custodian, guardian or corporate officer, please indicate your full title. [ ] PLEASE MARK X VOTES AS IN THIS EXAMPLE VAN KAMPEN XXXXX JOINT ANNUAL MEETING OF SHAREHOLDERS XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

FOR ALL FOR ALL WITHHOLD EXCEPT 1x. Authority to vote [ ] [ ] [ ] 2. To transact such other business as may for the election as properly come before the Meeting. Class X Trustees the nominees named below: XXXXXXXXX, XXXXXXXXX, XXXXXXXXX To withhold authority to vote for any one or more individual nominee check "For All Except" and write the nominee's name on the line below. ----------------------------------

Please be sure to sign and date this Proxy, Date Shareholder sign here Co-owner sign here XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX SAMPLE VAN KAMPEN CLOSED-END FUNDS 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 (800) 341-2929 NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 28, 2005 Notice is hereby given to the holders of common shares of beneficial interest ("Common Shares") and, where applicable, the holders of preferred shares of beneficial interest (the "Preferred Shares") of each of the Van Kampen Closed- End Funds listed on Annex A (the "Funds") to the attached Joint Proxy Statement that the Joint Annual Meeting of Shareholders of the Funds (the "Meeting") will be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Friday, October 28, 2005, at 10:00 a.m., for the following purposes: 1. To elect trustees in the following manner: (a) With respect to VNV, VKI, VKV, VCV, VPV, VMV and VOT, to elect three Class III trustees, two by the holders of Common Shares of each such Fund and one by the holders of the Preferred Shares of each such Fund. The elected Class III trustees will each serve for a three year term or until a successor shall have been duly elected and qualified. (b) With respect to VGM, VTJ, VKA, VFM, VIM, VTN, VAP, VOQ, VTP, VKQ, VNM, VTF, VMO, VPQ and VLT, to elect four Class I trustees, each by the holders of Common Shares of each such Fund. The elected Class I trustees will each serve for a three year term or until a successor shall have been duly elected and qualified. (c) With respect to VKL, to elect three Class II trustees, two by the holders of Common Shares of the Fund and one by holders of the Preferred Shares of the Fund. The elected Class II trustees will each serve for a three year term or until a successor shall have been duly elected and qualified. (d) With respect to VIN, to elect three Class II trustees by the holders of Common Shares of the Fund. The elected Class II trustees will each serve for a three year term or until a successor shall have been duly elected and qualified. 2. To transact such other business as may properly come before the Meeting or any adjournments thereof. Holders of record of the Common Shares and, where applicable, Preferred Shares of each Fund at the close of business on September 28, 2005 are entitled to notice of and to vote at the Meeting and any adjournment thereof. By order of the Board of Trustees STEFANIE V. CHANG, Vice President October 5, 2005 EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY) TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE RESPECTIVE FUND BY CALLING 1-800-341-2929 OR BY WRITING TO THE RESPECTIVE FUND AT 1 PARKVIEW PLAZA, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555. SHAREHOLDERS OF THE FUNDS ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD WITH RESPECT TO EACH FUND IN WHICH YOU WERE A SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN SUCH PROXY CARD(S), AND RETURN IT (THEM) IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU MAIL YOUR PROXY PROMPTLY. The Board of Trustees of each Fund recommends that you cast your vote: - FOR ALL of the nominees for the Board of Trustees listed in the Joint Proxy Statement. YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY NO MATTER HOW MANY SHARES YOU OWN. JOINT PROXY STATEMENT VAN KAMPEN CLOSED-END FUNDS 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 (800) 341-2929 JOINT ANNUAL MEETING OF SHAREHOLDERS OCTOBER 28, 2005 INTRODUCTION This Joint Proxy Statement is furnished in connection with the solicitation by the respective Board of Trustees (the "Trustees" or the "Board") of each of the Van Kampen Closed-End Funds listed on Annex A to this Joint Proxy Statement (the "Funds") of proxies to be voted at a Joint Annual Meeting of Shareholders of the Funds, and all adjournments thereof (the "Meeting"), to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Friday, October 28, 2005, at 10:00 a.m. The Meeting will be an annual meeting for each Fund. The approximate mailing date of this Joint Proxy Statement and accompanying form of proxy is October 7, 2005. Participating in the Meeting are holders of common shares of beneficial interest (the "Common Shares") and, where applicable, the holders of preferred shares of beneficial interest (the "Preferred Shares") of each of the Funds as set forth in Annex A to this Joint Proxy Statement. The Common Shares and the Preferred Shares of the Funds sometimes are referred to herein collectively as the "Shares." The Meeting is scheduled as a joint meeting of the shareholders of the Funds because the shareholders of the Funds are expected to consider and vote on similar matters. The Board of Trustees has determined that the use of a joint proxy statement for the Meeting is in the best interest of the shareholders of each of the Funds. In the event that a shareholder of any Fund present at the Meeting objects to the holding of a joint meeting and moves for an adjournment of the meeting of such Fund to a time immediately after the Meeting so that such Fund's meeting may be held separately, the persons named as proxies will vote in favor of the adjournment. Annex A lists the abbreviated name and stock symbol by which the Funds sometimes are referred to in this Joint Proxy Statement. Please refer to Annex A for any questions you may have regarding whether your Fund is participating at the Meeting, defined terms relating to the Funds and abbreviated Fund names. The Board has fixed the close of business on September 28, 2005 as the record date (the "Record Date") for the determination of holders of Shares of each Fund entitled to vote at the Meeting. The number of issued and outstanding Common Shares and, where applicable, Preferred Shares of each Fund as of the Record Date is shown in Annex B to this Joint Proxy Statement. The following table summarizes the proposals to be presented at the Meeting for the Funds and the shareholders entitled to vote with respect to the proposals.

PROPOSAL/AFFECTED FUNDS AFFECTED SHAREHOLDERS ----------------------- --------------------- 1. ELECTION OF TRUSTEES: (a) With respect to VNV, VKI, VKV, VCV, VPV, VMV, and VOT, to elect -- two Class III trustees, each by holders of Common Shares of each such Fund Common -- one Class III trustee by holders of Preferred Shares of each such Fund Preferred (b) With respect to VGM, VTJ, VKA, VFM, VIM, VTN, VAP, VOQ, VTP, VKQ, VNM, VTF, VMO, VPQ and VLT, to elect -- four Class I trustees, each by holders of Common Shares of each such Fund Common (c) With respect to VKL, to elect -- two Class II trustees, each by holders of Common Shares of the Fund Common -- one Class II trustee by holders of Preferred Shares of the Fund Preferred (d) With respect to VIN, to elect -- three Class II trustees, each by holders of Common Shares of the Fund Common

EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY) TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE RESPECTIVE FUND BY CALLING 1-800-341-2929 OR BY WRITING TO THE RESPECTIVE FUND AT 1 PARKVIEW PLAZA, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555. VOTING Shareholders of a Fund on the Record Date are entitled to one vote per Share with respect to any proposal submitted to the shareholders of the Fund, with no Share having cumulative voting rights. The voting requirement for passage of a particular proposal depends on the nature of the proposal. With respect to Proposal 1(a) through (d), holders of Common Shares and Preferred Shares, where applicable, will vote as separate classes for the respective nominee(s) to be elected by such class of Shares. The affirmative vote of a plurality 2 of the Common Shares of a Fund present at the Meeting in person or by proxy is required to elect each nominee for Trustee of such Fund designated to be elected by the holders of the Common Shares of such Fund. The affirmative vote of a plurality of the Preferred Shares of a Fund present at the Meeting in person or by proxy is required to elect such nominee for trustee of such Fund designated to be elected by the holders of the Preferred Shares of such Fund. Election by plurality means those persons who receive the highest number of votes cast "FOR" up to the total number of persons to be elected as trustees at the Meeting shall be elected. The Board of Trustees of each Fund recommends that you cast your vote: - FOR ALL of the nominees for the Board of Trustees listed in the Joint Proxy Statement. An unfavorable vote on a proposal by the shareholders of one Fund will not affect the implementation of such proposal by another Fund, if the proposal is approved by the shareholders of the other Fund. An unfavorable vote on a proposal by the shareholders of a Fund will not affect such Fund's implementation of other proposals that receive a favorable vote. There is no cumulative voting with respect to the election of Trustees. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon. Proxies received prior to the Meeting on which no vote is indicated will be voted "FOR" each proposal as to which they are entitled to be voted. Abstentions and broker non-votes (i.e., where a nominee such as a broker, holding shares for beneficial owners, indicates that instructions have not been received from the beneficial owners, and the nominee does not exercise discretionary authority) are not treated as votes "FOR" a proposal. With respect to Proposal 1(a) through (d), abstentions and broker non-votes are disregarded since only votes "FOR" are considered in a plurality voting requirement. A majority of the outstanding Shares of a Fund entitled to vote must be present in person or by proxy to have a quorum for such Fund to conduct business at the Meeting. Abstentions and broker non-votes will be deemed present for quorum purposes. Shareholders who execute proxies may revoke them at any time before they are voted by filing with the respective Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person. The Funds know of no business other than that mentioned in Proposal 1 of the Notice that will be presented for consideration at the Meeting. If any other matters are properly presented, it is the intention of the persons named on the enclosed proxy to vote proxies in accordance with their best judgment. In the event a quorum is present at the Meeting but sufficient votes to approve any of the proposals with respect to one or more Funds or proposals are not received, proxies (including abstensions and broker non-votes) would be voted in favor of one or more adjournments of the Meeting of the concerned Fund with respect to such proposal to permit further solicitation of proxies, 3 provided they determine that such an adjournment and additional solicitation is reasonable and in the interest of shareholders based on a consideration of all relevant factors, including the nature of the relevant proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation. INVESTMENT ADVISER The investment adviser for each Fund is Van Kampen Asset Management (the "Adviser"). The Adviser is a wholly owned subsidiary of Van Kampen Investments Inc. ("Van Kampen Investments"). Van Kampen Investments is a diversified asset management company that administers more than three million retail investor accounts, has extensive capabilities for managing institutional portfolios and has more than $103 billion under management or supervision as of August 31, 2005. Van Kampen Investments is an indirect wholly owned subsidiary of Morgan Stanley, a preeminent global financial services firm that maintains leading market positions in each of its three primary businesses: securities, asset management and credit services. Morgan Stanley is a full service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services. The principal business address of the Adviser and Van Kampen Investments is 1221 Avenue of the Americas, New York, New York 10020. The Adviser, certain affiliates of the Adviser, and certain investment companies advised by the Adviser or its affiliates were named as defendants in a number of similar class action complaints which were consolidated. The amended complaint also names as defendants certain individual trustees and directors of certain investment companies advised by affiliates of the Adviser; the complaint does not, however, name the individual trustees of any Van Kampen funds. The complaint generally alleges that defendants violated their statutory disclosure obligations and fiduciary duties by failing properly to disclose (i) that the Adviser and certain affiliates of the Adviser allegedly offered economic incentives to brokers and others to steer investors to the funds advised by the Adviser or its affiliates rather than funds managed by other companies, and (ii) that the funds advised by the Adviser or its affiliates allegedly paid excessive commissions to brokers in return for their alleged efforts to steer investors to these funds. The complaint seeks, among other things, unspecified compensatory damages, rescissionary damages, fees and costs. The defendants' motion to dismiss this action is pending. After defendants moved to dismiss, the plaintiffs filed a motion for leave to amend the complaint, which is also pending. The proposed amendment drops all claims against the named investment companies, which are listed only as nominal defendants. The proposed amendment raises similar claims against the Adviser and its affiliates with respect to the investment companies advised by the Adviser or its affiliates, and, in addition, alleges that affiliates of the Adviser received undisclosed compensation for steering 4 investors into thirteen non-affiliated fund families. The defendants intend to continue to defend this action vigorously. While the defendants believe that they have meritorious defenses, the ultimate outcome of this matter is not presently determinable at this early stage of litigation. The Adviser and certain affiliates of the Adviser are also named as defendants in a derivative suit which additionally names as defendants individual trustees of certain Van Kampen funds; the named investment companies are listed as nominal defendants. The complaint alleges that defendants caused the Van Kampen funds to pay economic incentives to a proprietary sales force to promote the sale of Van Kampen funds. The complaint also alleges that the Van Kampen funds paid excessive commissions to Morgan Stanley and its affiliates in connection with the sales of the funds. The complaint seeks, among other things, the removal of the current trustees of the funds, rescission of the management contracts for the funds, disgorgement of profits by Morgan Stanley and its affiliates and monetary damages. This complaint has been coordinated with the action described in the preceding paragraph. The defendants have moved to dismiss this action and otherwise intend to defend it vigorously. This action is currently stayed until the later of (i) a ruling on the motion to dismiss the action described in the preceding paragraph or (ii) a ruling on a motion to dismiss the action described in the next paragraph. While the defendants believe that they have meritorious defenses, the ultimate outcome of this matter is not presently determinable at this early stage of litigation. The plaintiff in the action described in the preceding paragraph filed a separate derivative action against the Adviser, certain affiliates of the Adviser, the individual trustees of certain Van Kampen funds, and certain unaffiliated entities. The named investment companies are listed as nominal defendants. The complaint alleges that certain unaffiliated entities engaged in or facilitated market timing and late trading in the Van Kampen funds, and that the Adviser, certain affiliates of the Adviser, and the trustees failed to prevent and/or detect such market timing and late trading. The complaint seeks, among other things, the removal of the current trustees of the funds, rescission of the management contracts and distribution plans for the funds, disgorgement of fees and profits from the Adviser and its affiliates, and monetary damages. The defendants' motion to dismiss this action is pending. While the defendants believe that they have meritorious defenses, the ultimate outcome of this matter is not presently determinable at this early stage of litigation. The Adviser and one of the investment companies advised by the Adviser were named as defendants in a class action complaint generally alleging that the defendants breached their duties of care to long-term shareholders of the investment company by valuing portfolio securities at the closing prices of the foreign exchanges on which they trade without accounting for significant market information that became available after the close of the foreign exchanges but before calculation of net asset value. As a result, the complaint alleged, short-term traders 5 were able to exploit stale pricing information to capture arbitrage profits that diluted the value of shares held by long-term investors. The complaint sought unspecified compensatory damages, punitive damages, fees and costs. The case was recently dismissed with prejudice but remains subject to appeals. The Adviser, one of the investment companies advised by the Adviser, and certain officers and directors of the investment company are defendants in a class action filed in 2001 alleging that the defendants issued a series of prospectuses and registration statements that were materially false and misleading. Among other things, the complaint alleges that the prospectuses and registration statements contained misleading descriptions of the method defendants used to value senior loan interests in the fund's portfolio, and that defendants materially overstated the net asset value of the fund. The court has preliminarily approved a settlement agreement, subject to later hearing on the fairness of the settlement agreement. OTHER SERVICE PROVIDERS Each Fund has entered into an accounting services agreement with the Adviser and each Fund, except VIN, has entered into a legal services agreement with Van Kampen. Van Kampen's principal business address is 1221 Avenue of the Americas, New York, New York 10020. VLT has also entered into a support services agreement with Van Kampen Funds Inc. With respect to VKL, the Adviser and the Fund have entered into an administration agreement with Princeton Administrators, L.P. ("Princeton") for the provision of certain administrative services. Princeton's principal place of business is 800 Scudders Mill Road, Plainsboro, New Jersey 08536. PROPOSAL 1: ELECTION OF TRUSTEES Trustees are to be elected by the shareholders at the Meeting in the following manner: (a) With respect to VNV, VKI, VKV, VCV, VPV, VMV, and VOT, three Class III Trustees are to be elected at the Meeting, to serve until the later of each such Fund's Annual Meeting of Shareholders in 2008 or until a successor has been duly elected and qualified. Holders of Common Shares, voting as a separate class, will vote with respect to two Class III Trustees (R. Craig Kennedy and Jack E. Nelson) designated to be elected by such class of shares. Holders of Preferred Shares, voting as a separate class, will vote with respect to one Class III Trustee, Hugo F. Sonnenschein, designated to be elected by such class of shares. An affirmative vote of a plurality of the Common Shares of each such Fund and a plurality of the Preferred Shares of each such Fund, is required to elect the respective nominees. It is the intention of the persons named in 6 the enclosed proxy to vote the Shares represented by them for the election of the respective nominees listed unless the proxy is marked otherwise. (b) With respect to VGM, VTJ, VKA, VFM, VIM, VTN, VAP, VOQ, VTP, VKQ, VNM, VTF, VMO, VPQ and VLT, four Class I Trustees are to be elected at the Meeting, to serve until the later of each such Fund's Annual Meeting of Shareholders in 2008 or until a successor has been duly elected and qualified. Holders of Common Shares, voting as a separate class, will vote with respect to four Class I Trustees (David C. Arch, Jerry D. Choate, Howard J Kerr and Suzanne H. Woolsey) designated to be elected by such class of shares. An affirmative vote of a plurality of the Common Shares of each such Fund is required to elect the respective nominees. It is the intention of the persons named in the enclosed proxy to vote the Shares represented by them for the election of the respective nominees listed unless the proxy is marked otherwise. (c) With respect to VKL, three Class II Trustees are to be elected at the Meeting, to serve until the later of such Fund's Annual Meeting of Shareholders in 2008 or until their successors have been duly elected and qualified. Holders of Common Shares, voting as a separate class, will vote with respect to two Class II Trustees (Linda Hutton Heagy and Wayne W. Whalen) designated to be elected by such class of shares. Holders of Preferred Shares, voting as a separate class, will vote with respect to one Class II Trustee, Rod Dammeyer, designated to be elected by such class of shares. An affirmative vote of a plurality of the Common Shares of the Fund and a plurality of the Preferred Shares of the Fund is required to elect the respective nominees. It is the intention of the persons named in the enclosed proxy to vote the Shares represented by them for the election of the respective nominees listed unless the proxy is marked otherwise. (d) With respect to VIN, three Class II Trustees are to be elected at the Meeting to serve until the later of the Fund's Annual Meeting of Shareholders in 2008 or until a successor has been duly elected and qualified. Holders of Common Shares, voting as a separate class, will vote with respect to three Class II Trustees (Rod Dammeyer, Linda Hutton Heagy and Wayne W. Whalen) designated to be elected by such class of shares. An affirmative vote of a plurality of the Common Shares of the Fund is required to elect the nominee. It is the intention of the persons named in the enclosed proxy to vote the Shares represented by them for the election of the nominee listed unless the proxy is marked otherwise. As in the past, only one class of trustees is being submitted to shareholders of each Fund for election at the Meeting. The Declaration of Trust of each Fund provides that the Board of Trustees shall consist of 7 Trustees divided into three classes, the classes to be as nearly equal in number as possible. The Trustees of only one class are elected at each annual meeting so that the regular term of only one class of Trustees will expire annually and any particular Trustee stands for election only once in each three-year period. This type of classification may prevent replacement of a majority of Trustees of a Fund for up to a two-year period. The foregoing is subject to the provisions of the Investment Company Act of 1940, as amended (the "1940 Act"), applicable state law based on the state of organization of each Fund, each Fund's Declaration of Trust and each Fund's Bylaws. 8 INFORMATION REGARDING TRUSTEES AND NOMINEES FOR ELECTION AS TRUSTEE The business and affairs of the Funds are managed under the direction of the Board of Trustees. The tables below list the incumbent Trustees and nominees for Trustee, their principal occupations during the last five years, other directorships held by them and their affiliations, if any, with the Adviser or its affiliates. The term "Fund Complex" includes each of the investment companies advised by the Adviser as of the Record Date. Trustees of the Funds generally serve three year terms or until their successors are duly elected and qualified. All nominees have consented to being named in this Joint Proxy Statement and have agreed to serve if elected. INDEPENDENT TRUSTEES

NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE David C. Arch(1) (60) Trustee + Chairman and Chief Executive Officer 78 Blistex Inc. of Blistex Inc., a consumer health 1800 Swift Drive care products manufacturer. Director Oak Brook, IL 60523 of the Heartland Alliance, a nonprofit organization serving human needs based in Chicago. Director of St. Vincent de Paul Center -- a Chicago based day care facility serving the children of low income families. Board member of the Illinois Manufacturers' Association.

NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF TRUSTEE HELD BY TRUSTEE David C. Arch(1) (60) Trustee/Director/Managing Blistex Inc. General Partner of funds in 1800 Swift Drive the Fund Complex. Oak Brook, IL 60523

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 Jerry D. Choate(1) (67) Trustee + Prior to January 1999, Chairman and 76 33971 Selva Road Chief Executive Officer of the Suite 130 Allstate Corporation ("Allstate") and Dana Point, CA 92629 Allstate Insurance Company. Prior to January 1995, President and Chief Executive Officer of Allstate. Prior to August 1994, various management positions at Allstate.

NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF TRUSTEE HELD BY TRUSTEE Jerry D. Choate(1) (67) Trustee/Director/Managing 33971 Selva Road General Partner of funds in Suite 130 the Fund Complex. Director Dana Point, CA 92629 of Amgen Inc., a biotechnological company, and Director of Valero Energy Corporation, an independent refining company.

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 Rod Dammeyer(2) (64) Trustee + President of CAC, L.L.C., a private 78 CAC, L.L.C. company offering capital investment 4350 LaJolla Village Drive and management advisory services. Suite 980 Prior to February 2001, Vice Chairman San Diego, CA 92122-6223 and Director of Anixter International, Inc., a global distributor of wire, cable and communications connectivity products. Prior to July 2000, Managing Partner of Equity Group Corporate Investment (EGI), a company that makes private investments in other companies.

NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF TRUSTEE HELD BY TRUSTEE Rod Dammeyer(2) (64) Trustee/Director/Managing CAC, L.L.C. General Partner of funds in 4350 LaJolla Village Drive the Fund Complex. Director Suite 980 of Stericycle, Inc., Ventana San Diego, CA 92122-6223 Medical Systems, Inc., and GATX Corporation, and Trustee of The Scripps Research Institute. Prior to January 2005, Trustee of the University of Chicago Hospitals and Health Systems. Prior to April 2004, Director of TheraSense, Inc. Prior to January 2004, Director of TeleTech Holdings Inc. and Arris Group, Inc. Prior to May 2002, Director of Peregrine Systems Inc. Prior to February 2001, Director of IMC Global Inc.

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 Linda Hutton Heagy(2) (57) Trustee + Managing Partner of Heidrick & 76 Heidrick & Struggles Struggles, an executive search firm. 233 South Wacker Drive Trustee on the University of Chicago Suite 7000 Hospitals Board, Vice Chair of the Chicago, IL 60606 Board of the YMCA of Metropolitan Chicago and a member of the Women's Board of the University of Chicago. Prior to 1997, Partner of Ray & Berndtson, Inc., an executive recruiting firm. Prior to 1996, Trustee of The International House Board, a fellowship and housing organization for international graduate students. Prior to 1995, Executive Vice President of ABN AMRO, N.A., a bank holding company. Prior to 1992, Executive Vice President of The Exchange National Bank.

NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF TRUSTEE HELD BY TRUSTEE Linda Hutton Heagy(2) (57) Trustee/Director/Managing Heidrick & Struggles General Partner of funds in 233 South Wacker Drive the Fund Complex. Suite 7000 Chicago, IL 60606

12

NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE R. Craig Kennedy(3) (53) Trustee + Director and President of the German 76 1744 R Street, N.W. Marshall Fund of the United States, Washington, D.C. 20009 an independent U.S. foundation created to deepen understanding, promote collaboration and stimulate exchanges of practical experience between Americans and Europeans. Formerly, advisor to the Dennis Trading Group Inc., a managed futures and option company that invests money for individuals and institutions. Prior to 1992, President and Chief Executive Officer, Director and member of the Investment Committee of the Joyce Foundation, a private foundation. Howard J Kerr(1) (69) Trustee + Prior to 1998, President and Chief 78 736 North Western Avenue Executive Officer of Pocklington P.O. Box 317 Corporation, Inc., an investment Lake Forest, IL 60045 holding company. Director of the Marrow Foundation.

NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF TRUSTEE HELD BY TRUSTEE R. Craig Kennedy(3) (53) Trustee/Director/Managing 1744 R Street, N.W. General Partner of funds in Washington, D.C. 20009 the Fund Complex. Howard J Kerr(1) (69) Trustee/Director/Managing 736 North Western Avenue General Partner of funds in P.O. Box 317 the Fund Complex. Director Lake Forest, IL 60045 of the Lake Forest Bank & Trust.

13

NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE Jack E. Nelson(3) (69) Trustee + President of Nelson Investment 76 423 Country Club Drive Planning Services, Inc., a financial Winter Park, FL 32789 planning company and registered investment adviser in the State of Florida. President of Nelson Ivest Brokerage Services Inc., a member of the NASD, Securities Investors Protection Corp. and the Municipal Securities Rulemaking Board. President of Nelson Sales and Services Corporation, a marketing and services company to support affiliated companies. Hugo F. Sonnenschein(3) (64) Trustee + President Emeritus and Honorary 78 1126 E. 59th Street Trustee of the University of Chicago Chicago, IL 60637 and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago. Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences.

NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF TRUSTEE HELD BY TRUSTEE Jack E. Nelson(3) (69) Trustee/Director/Managing 423 Country Club Drive General Partner of funds in Winter Park, FL 32789 the Fund Complex. Hugo F. Sonnenschein(3) (64) Trustee/Director/Managing 1126 E. 59th Street General Partner of funds in Chicago, IL 60637 the Fund Complex. Director of Winston Laboratories, Inc.

14

NUMBER OF TERM OF FUNDS IN OFFICE AND FUND POSITION(S) LENGTH OF COMPLEX NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE Suzanne H. Woolsey, Ph.D.(1) Trustee + Previously Chief Communications 76 (63) Officer of the National Academy of 815 Cumberstone Road Sciences/ National Research Council, Harwood, MD 20776 an independent, federally chartered policy institution, from 2001 to November 2003 and Chief Operating Officer from 1993 to 2001. Director of the Institute for Defense Analyses, a federally funded research and development center, Director of the German Marshall Fund of the United States, Director of the Rocky Mountain Institute and Trustee of Colorado College. Prior to 1993, Executive Director of the Commission on Behavioral and Social Sciences and Education at the National Academy of Sciences/National Research Council. From 1980 through 1989, Partner of Coopers & Lybrand.

NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF TRUSTEE HELD BY TRUSTEE Suzanne H. Woolsey, Ph.D.(1) Trustee/Director/Managing (63) General Partner of funds in 815 Cumberstone Road the Fund Complex. Director Harwood, MD 20776 of Fluor Corp., an engineering, procurement and construction organization, since January 2004 and Director of Neurogen Corporation, a pharmaceutical company, since January 1998.

15 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) (66) Trustee + Partner in the law firm of Skadden, Arps, Slate, Meagher & 78 333 West Wacker Drive Flom LLP, legal counsel to certain funds in the Fund Chicago, IL 60606 Complex.

NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF TRUSTEE HELD BY TRUSTEE Wayne W. Whalen*(2) (66) Trustee/Director/ 333 West Wacker Drive Managing General Chicago, IL 60606 Partner of funds in the Fund Complex. Director of the Abraham Lincoln Presidential Library Foundation.

--------------- (1) Designated as a Class I trustee. (2) Designated as a Class II trustee. (3) Designated as a Class III trustee. + Each Trustee generally serves a three-year term from the date of election. Each Trustee has served as a Trustee of each respective Fund since the year shown in Annex C. * Mr. Whalen is an interested person of funds in the Fund Complex by reason of he and his firm currently providing legal services as legal counsel to such funds in the Fund Complex. 16 REMUNERATION OF TRUSTEES The compensation of Trustees and executive officers that are affiliated persons (as defined in 1940 Act) of Asset Management or Van Kampen is paid by the respective entity. The funds in the Fund Complex, including the Funds, pay the non-affiliated Trustees an annual retainer and meeting fees. Each fund in the Fund Complex (except the Van Kampen Exchange Fund) provides a deferred compensation plan to its non-affiliated Trustees that allows such Trustees to defer receipt of compensation and earn a return on such deferred amounts based upon the return of the common shares of the funds in the Fund Complex as selected by the respective non-affiliated Trustees. Each fund in the Fund Complex (except the Van Kampen Exchange Fund) also provides a retirement plan to its non-affiliated Trustees that provides non-affiliated Trustees with compensation after retirement, provided that certain eligibility requirements are met as more fully described below. Each non-affiliated Trustee generally can elect to defer receipt of all or a portion of the compensation earned by such non-affiliated Trustee until retirement. Amounts deferred are retained by the respective fund and earn a rate of return determined by reference to the return on the common shares of such fund or other funds in the Fund Complex as selected by the respective non-affiliated Trustee, with the same economic effect as if such non-affiliated Trustee had invested in one or more funds in the Fund Complex, including the Funds. To the extent permitted by the 1940 Act, each Fund may invest in securities of those funds selected by the non-affiliated Trustees in order to match the deferred compensation obligation. The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of the respective Fund. Each Fund has adopted a retirement plan. Under the retirement plan, a non-affiliated Trustee who is receiving Trustee's compensation from a Fund prior to such non-affiliated Trustee's retirement, has at least 10 years of service (including years of service prior to adoption of the retirement plan) for such Fund and retires at or after attaining the age of 60, is eligible to receive a retirement benefit each year for ten years following such Trustee's retirement from such Fund. Non-affiliated Trustees retiring prior to the age of 60 or with fewer than 10 years but more than 5 years of service may receive reduced retirement benefits from a Fund. Each Trustee has served as a member of each Fund's Board of Trustees since the year of such Trustee's appointment or election as set forth on Annex C to this Proxy Statement. 17 Additional information regarding compensation and benefits for Trustees is set forth below. As indicated in the notes accompanying the table, the amounts relate to either the respective Fund's most recently completed fiscal year end in 2004 or the Fund Complex's most recently completed calendar year ended December 31, 2004. COMPENSATION TABLE

FUND COMPLEX ---------------------------------------------------------- TOTAL COMPENSATION AGGREGATE AGGREGATE PENSION OR AGGREGATE ESTIMATED BEFORE COMPENSATION RETIREMENT BENEFITS ANNUAL BENEFITS DEFERRAL FROM FROM EACH ACCRUED AS PART OF UPON FUND NAME(1) FUND(2) FUND EXPENSES(3) RETIREMENT(4) COMPLEX(5) ------- ------------ -------------------- ------------------- ------------- INDEPENDENT TRUSTEES David C. Arch........... (2) 35,277$........ $147,500 $192,530 Jerry D. Choate......... (2) 82,527........ 126,000 200,002 Rod Dammeyer............ (2) 63,782........ 147,500 208,000 Linda Hutton Heagy...... (2) 24,465........ 142,500 184,784 R. Craig Kennedy........ (2) 16,911........ 142,500 200,002 Howard J Kerr........... (2) 140,743....... 146,250 208,000 Jack E. Nelson.......... (2) 97,294........ 109,500 200,002 Hugo F. Sonnenschein.... (2) 64,476........ 147,500 208,000 Suzanne H. Woolsey...... (2) 58,450........ 142,500 200,002 INTERESTED TRUSTEE Wayne W. Whalen......... (2) 72,001........ 147,500 208,000

--------------- N/A: Not applicable. (1) Trustees not eligible for compensation and retirement benefits are not included in the Compensation Table. Theodore A. Myers retired from the Board of Trustees of the Funds and other funds in the Fund Complex as of December 31, 2003. J. Miles Branagan retired as a member of the Board of Trustees of the Funds and other funds in the Fund Complex on December 31, 2004. Richard F. Powers III and Mitchell M. Merin resigned as members of the Board of Trustees of the Funds and other funds in the Fund Complex on September 22, 2005. (2) The amount of aggregate compensation payable by each Fund for its most recently completed fiscal year ended in 2004 before deferral by the Trustees under the deferred compensation plan is shown in Annex D. Certain Trustees deferred all or a portion of the aggregate compensation payable by each Fund for its most recently completed fiscal year end in 2004 as shown in Annex E. The deferred compensation plan is described above the table. Amounts deferred are retained by the respective Fund and earn a rate of return determined by reference to either the return on the Common Shares of the Fund or the common shares of other funds in the Fund Complex as selected by the respective Trustee. To the extent permitted by the 1940 Act, the Fund may invest in securities of these funds selected by the Trustees in order to match the deferred compensation obligation. The cumulative deferred compensation (including earnings accrued thereon for each trustee) for each Fund as of the end of its most recently completed fiscal year end in 2004 is shown in Annex F. (3) The amounts shown in this column represent the sum of the estimated pension or retirement benefit accruals expected to be accrued by the operating funds in the Fund Complex for their respective fiscal years ended in 2004. The retirement plan is described above the compensation table. (4) For each Trustee, the amounts shown in this column represent the sum of the estimated annual benefits upon retirement payable per year by the operating funds in the Fund Complex as of the calendar year ended December 31, 2004 for each year of the 10-year 18 period commencing in the year of such Trustee's anticipated retirement. Each Fund is expected to pay benefits each year of the 10-year period commencing in the year of such Trustee's retirement to those Trustees who retire at or over the age of 60 and with at least ten years of service to each Fund. The retirement plan is described above the compensation table. Because the funds in the Fund Complex have different fiscal year ends, the amounts shown in the column are presented on a calendar year basis. (5) The amounts shown in this column are accumulated from the aggregate compensation of the operating investment companies in the Fund Complex as of the calendar year ended December 31, 2004 before deferral by the Trustees under the deferred compensation plan. Because the funds in the Fund Complex have different fiscal year ends, the amounts shown in this column are presented on a calendar year basis. BOARD COMMITTEES AND MEETINGS Each Fund's Board of Trustees has three standing committees (an audit committee, a brokerage and services committee and a governance committee). Each committee is comprised solely of "Independent Trustees", which is defined for purposes herein as trustees who: (1) are not "interested persons" of the Fund as defined by the 1940 Act and (2) are "independent" of the respective Fund as defined by the New York Stock Exchange, American Stock Exchange and Chicago Stock Exchange listing standards. Each Board's audit committee consists of Jerry D. Choate, Rod Dammeyer and R. Craig Kennedy. In addition to being Independent Trustees as defined above, each of these Trustees also meets the additional independence requirements for audit committee members as defined by the New York Stock Exchange, American Stock Exchange and Chicago Stock Exchange listing standards. The audit committee makes recommendations to the Board of Trustees concerning the selection of each Fund's independent registered public accounting firm, reviews with such independent registered public accounting firm the scope and results of each Fund's annual audit and considers any comments which the independent registered public accounting firm may have regarding each Fund's financial statements, books of account or internal controls. Each Board of Trustees has adopted a formal written charter for the audit committee which sets forth the audit committee's responsibilities. The audit committee has reviewed and discussed the financial statements of each Fund with management as well as with the independent registered public accounting firm of each Fund, and discussed with the independent registered public accounting firm the matters required to be discussed under the Statement of Auditing Standards No. 61. The audit committee has received the written disclosures and the letter from the independent registered public accounting firm required under Independence Standard Board Standard No. 1 and has discussed with the independent auditors their independence. Based on this review, the audit committee recommended to the Board of Trustees of each Fund that each Fund's audited financial statements be included in each Fund's annual report to shareholders for the most recent fiscal year for filing with the Securities and Exchange Commission ("SEC"). 19 In accordance with proxy rules promulgated by the SEC, a fund's audit committee charter is required to be filed at least once every three years as an exhibit to a fund's proxy statement. The audit committee charter for each of the Funds was attached as Annex K to the Funds' 2004 Proxy Statement. Each Board's brokerage and services committee consists of Linda Hutton Heagy, Hugo F. Sonnenschein and Suzanne H. Woolsey. The brokerage and services committee reviews each Fund's allocation of brokerage transactions and soft-dollar practices and reviews the transfer agency and shareholder servicing arrangements. Each Board's governance committee consists of David C. Arch, Howard J Kerr and Jack E. Nelson. In addition to being Independent Trustees as defined above, each of these Trustees also meets the additional independence requirements for nominating committee members as defined by the New York Stock Exchange, American Stock Exchange and Chicago Stock Exchange listing standards. The governance committee identifies individuals qualified to serve as Independent Trustees on the Board and on committees of the Board, advises the Board with respect to Board composition, procedures and committees, develops and recommends to the Board a set of corporate governance principles applicable to the respective Fund, monitors corporate governance matters and makes recommendations to the Board, and acts as the administrative committee with respect to Board policies and procedures, committee policies and procedures and codes of ethics. The Independent Trustees of the respective Fund select and nominate any other nominee Independent Trustees for the respective Fund. While the Independent Trustees of the respective Fund expect to be able to continue to identify from their own resources an ample number of qualified candidates for the Board of Trustees as they deem appropriate, they will consider nominations from shareholders to the Board. Nominations from shareholders should be in writing and sent to the Independent Trustees as described below. In accordance with proxy rules promulgated by the SEC, a fund's nominating committee charter is required to be filed at least once every three years as an exhibit to a fund's proxy statement. The governance committee charter for each of the Funds, which includes each Fund's nominating policies, was attached as Annex L to the Funds' 2004 Proxy Statement. During the fiscal year ended October 31, 2004, the Board of Trustees of VKV, VCV, VMV, VNV, VPV, VOT, VKI, VGM, VIM, VTF, VTJ, VTN, VTP, VMO, VKA, VAP, VKL, VKQ, VFM, VOQ, VNM and VPQ each held 16 meetings. During each such Fund's last fiscal year, the audit committee of each such Board held 6 meetings, the brokerage and services committee of each Board held 4 meeting and the governance committee held 5 meeting during each such Fund's last fiscal year. During the last fiscal year, each of the Trustees of such Funds during the period such Trustee served as a Trustee attended at least 75% of the meetings of 20 the respective Board of Trustees and all committee meetings thereof of which such Trustee was a member. During the fiscal year ended December 31, 2004, the Board of Trustees of VIN and VLT each held 16 meetings. During each such Fund's last fiscal year, the audit committee of each Board held 6 meetings, the brokerage and services committee of each Board of each such Fund held 4 meetings and the governance committee held 5 meetings during each such Fund's last fiscal year. During the last fiscal year, each of the Trustees of such Funds during the period such Trustee served as a Trustee attended at least 75% of the meetings of the respective Board of Trustees and all committee meetings thereof of which such Trustee was a member. SHAREHOLDER COMMUNICATIONS Shareholders may send communications to each Funds' Board of Trustees. Shareholders should send communications intended for the Board by addressing the communication directly to the Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members) and by sending the communication to either the applicable Fund's office or directly to such Board member(s) at the address specified for such Trustee above. Other shareholder communications received by any Fund not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management's discretion based on the matters contained therein. SHAREHOLDER APPROVAL With respect to Proposal 1(a) through (d), the holders of Common Shares and Preferred Shares, where applicable, voting as a separate class, will vote on the respective nominees designated to be elected by such class of shares. The affirmative vote of a plurality of the Common Shares of each Fund present at the Meeting in person or by proxy is required to elect each nominee for Trustee designated to be elected by the Common Shares and, where applicable, the affirmative vote of a plurality of the Preferred Shares of each Fund present at the Meeting in person or by proxy is required to elect each nominee for Trustee designated to be elected by the Preferred Shares. THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR ALL" OF THE NOMINEES. 21 OTHER INFORMATION EXECUTIVE OFFICERS OF THE FUNDS The following information relates to the executive officers of the Funds who are not Trustee nominees. Each officer also serves in the same capacity for all or a number of the other investment companies advised by the Adviser or affiliates of the Adviser. The officers of the Funds are appointed annually by the Trustees and serve for one year or until their respective successors are chosen and qualified. The Funds' officers receive no compensation from the Funds but may also be officers of the Adviser or officers of affiliates of the Adviser and receive compensation in such capacities.

TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS Ronald E. Robison (66) President and Officer President of funds in the Fund Complex since September 2005, 1221 Avenue of the Americas Principal since 2003 Principal Executive Officer of funds in the Fund Complex New York, NY 10020 Executive Officer since 2003, and previously Executive Vice President of funds in the Fund Complex from 2003 to 2005. Managing Director of Morgan Stanley and Morgan Stanley & Co. Incorporated. Managing Director and Director of Morgan Stanley Investment Management Inc. Chief Administrative Officer, Managing Director and Director of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc. and Managing Director and Director of Morgan Stanley Distributors Inc. Chief Executive Officer and Director of Morgan Stanley Trust. Executive Vice President and Principal Executive Officer of the Institutional and Retail Morgan Stanley Funds. Director of Morgan Stanley SICAV. Previously, Chief Global Operations Officer of Morgan Stanley Investment Management Inc. Joseph J. McAlinden (62) Executive Vice Officer Managing Director and Chief Investment Officer of Morgan 1221 Avenue of the Americas President and since 2002 Stanley Investment Advisors Inc., Morgan Stanley Investment New York, NY 10020 Chief Investment Management Inc. and Morgan Stanley Investments LP and Officer Director of Morgan Stanley Trust for over 5 years. Executive Vice President and Chief Investment Officer of funds in the Fund Complex. Managing Director and Chief Investment Officer of Van Kampen Investments, the Adviser and Van Kampen Advisors Inc. since December 2002.

22

TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS Amy R. Doberman (43) Vice President Officer of Managing Director and General Counsel, U.S. Investment 1221 Avenue of the Americas the Funds Management; Managing Director of Morgan Stanley Investment New York, NY 10020 since 2004 Management, Inc., Morgan Stanley Investment Advisers Inc. and the Adviser. Vice President of the Morgan Stanley Institutional and Retail Funds since July 2004 and Vice President of funds in the Fund Complex since August 2004. Previously, Managing Director and General Counsel of Americas, UBS Global Asset Management from July 2000 to July 2004 and General Counsel of Aeltus Investment Management, Inc from January 1997 to July 2000. Stefanie V. Chang (38) Vice President and Officer Executive Director of Morgan Stanley Investment Management. 1221 Avenue of the Americas Secretary since 2003 Vice President and Secretary of funds in the Fund Complex. New York, NY 10020 John L. Sullivan (50) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex since 1 Parkview Plaza Officer since 1989 August 2004. Prior to August 2004, Director and Managing P.O. Box 5555 Director of Van Kampen Investments, the Adviser, Van Kampen Oakbrook Terrace, IL 60181 Advisors Inc. and certain other subsidiaries of Van Kampen Investments, Vice President, Chief Financial Officer and Treasurer of funds in the Fund Complex and head of Fund Accounting for Morgan Stanley Investment Management. Prior to December 2002, Executive Director of Van Kampen Investments, the Adviser and Van Kampen Advisors Inc. Phillip G. Goff (41) Chief Financial Officer of Executive Director of Morgan Stanley Investment Management 1 Parkview Plaza Officer and the Funds since June 2005. Chief Financial Officer and Treasurer of Oakbrook Terrace, IL 60181 Treasurer since 2005 funds in the Fund Complex since August 2005. Prior to June 2005, Vice President and Chief Financial Officer of Enterprise Capital Management, Inc., an investment holding company.

23 SHAREHOLDER INFORMATION As of September 28, 2005, to the knowledge of the Funds, no shareholder owned beneficially more than 5% of a class of a Fund's outstanding Shares. As of August 31, 2005, certain Trustees and executive officers owned, directly or beneficially, the number of Common Shares of each Fund as set forth in Annex G. Except as indicated on Annex G, as of August 31, 2005, the Trustees and executive officers of the Funds individually and as a group owned less than 1% of the outstanding Shares of each Fund. Trustees and executive officers who do not own any Common Shares of the Funds or Funds which are not owned by any Trustee or executive officers have been omitted from the table in Annex G. As of August 31, 2005, no Trustees or executive officers owned any Preferred Shares of the Funds. Excluding deferred compensation balances as described in the Compensation Table, as of August 31, 2005, each Trustee beneficially owned equity securities of the Funds and other funds in the Fund Complex overseen by the Trustees in the dollar range amounts as specified in Annex H. Including deferred compensation balances as described in the Compensation Table, as of August 31, 2005, each Trustee owned the dollar ranges of amounts of the Funds and other funds in the Fund Complex as specified in Annex I. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act of 1934, as amended, require each of the Funds' Trustees, officers, investment adviser, affiliated persons of the investment adviser and persons who own more than 10% of a registered class of the Fund's equity securities to file forms with the SEC and the New York Stock Exchange or American Stock Exchange, as applicable, reporting their affiliation with the Fund and reports of ownership and changes in ownership of Fund Shares. These persons and entities are required by SEC regulation to furnish the Fund with copies of all such forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that during its last fiscal year, its Trustees, officers, Adviser and affiliated persons of the Adviser complied with the applicable filing requirements except that except that Form 4 Filings relating to common shares of VMO, VKA, VGM, VIM and VKQ on behalf of Wayne W. Whalen, a trustee of the Funds, inadvertently were not filed in a timely manner. INDEPENDENT AUDITORS The Board of Trustees of each Fund, including a majority of the Trustees who are not "interested persons" of each Fund (as defined by the 1940 Act), has selected Deloitte & Touche LLP ("D&T") as the independent auditors to examine the financial statements for the current fiscal year of each Fund. The selection of D&T for the current fiscal year was recommended and approved by each Fund's audit 24 committee and approved by each Fund's Board. Each of the Funds knows of no direct or indirect financial interest of D&T in such Fund. AUDIT AND OTHER FEES Each Fund and certain "covered entities" were billed the amounts listed on Annex J by D&T during such Fund's most recent two fiscal years. The audit committee of each Board has considered whether the provision of non- audit services performed by D&T to the Funds and "covered entities" is compatible with maintaining D&T's independence in performing audit services. The audit committee also is required to pre-approve services to "covered entities" to the extent that the services are determined to have a direct impact on the operations or financial reporting of the Funds and 100% of such services were pre-approved by the audit committee pursuant to the audit committee's pre-approval policies and procedures. The Board's pre-approval policies and procedures are included as part of the Board's audit committee charter, which was attached as Annex K to the Funds' 2004 Proxy Statement. Representatives of D&T will attend the Meeting, will have the opportunity to make a statement if they desire to do so and will be available to answer appropriate questions. EXPENSES The expenses of preparing, printing and mailing the enclosed form of proxy, the accompanying Notice and this Proxy Statement and all other costs, in connection with the solicitation of proxies will be borne by the Funds. The total amount of these expenses will be allocated among each of the Funds based upon the total number of shareholders for each Fund in relation to the total number of shareholders for all of the Funds participating in the Meeting. The Funds will also reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the shares of the Funds. In order to obtain the necessary quorum at the Meeting, additional solicitation may be made by mail, telephone, telegraph, facsimile or personal interview by representatives of the Funds, the Adviser or Van Kampen, by the transfer agents of the Funds, by dealers or their representatives or by Computershare Fund Services, a solicitation firm that has been engaged to assist in proxy solicitation at an estimated cost of approximately $1,500 per Fund. SHAREHOLDER PROPOSALS To be considered for presentation at a shareholders' meeting, rules promulgated by the SEC generally require that, among other things, a shareholder's proposal must be received at the offices of the relevant Fund a reasonable time before a 25 solicitation is made. Generally the annual meeting of shareholders for the Funds has been held in June of each year. The 2005 annual meeting of shareholders was moved to October of this year in an effort to better accommodate and control costs related to the scheduling of special meetings of shareholders being held for certain funds in the Fund Complex during the year. Consistent with prior years, however, the 2006 annual meeting of shareholders for the Funds in anticipated to be held in June. Shareholder proposals intended to be presented at the year 2006 annual meeting of shareholders for a Fund pursuant to Rule 14a-8 under the Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the Fund at the Fund's principal executive offices by March 2, 2006. In order for proposals made outside of Rule 14a-8 under the Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by the Fund at the Fund's principal executive offices not later than April 17, 2006. Timely submission of a proposal does not necessarily mean that such proposal will be included. Any shareholder who wishes to submit a proposal for consideration at a meeting of such shareholder's Fund should send such proposal to the respective Fund at the principal executive offices of the Fund at 1221 Avenue of the Americas, New York, New York 10020, Attn: Van Kampen Asset Management General Counsel's Office. GENERAL Management of each Fund does not intend to present and does not have reason to believe that others will present any other items of business at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under the proxies. A list of shareholders of each Fund entitled to be present and vote at the Meeting will be available at the offices of the respective Fund, 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, for inspection by any shareholder during regular business hours for ten days prior to the date of the Meeting. Failure of a quorum to be present at the Meeting for any Fund may necessitate adjournment and may subject such Fund to additional expense. IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. STEFANIE V. CHANG Vice President October 5, 2005 26 ANNEX A VAN KAMPEN CLOSED-END FUNDS The following list sets forth the Van Kampen closed-end investment companies (the "Funds") participating in the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555 on Friday, October 28, 2005, at 10:00 a.m. The name in the first column below is the legal name for each Fund. The name in the second column is the abbreviated name of each Fund and the designation in the third column is the stock symbol of each Fund; the abbreviated name or stock symbol are sometimes used to identify a specific Fund in the Joint Proxy Statement. Each of the Funds has issued common shares of beneficial interest and such common shares of the Funds are referred to herein as the "Common Shares." Certain Funds have issued preferred shares of beneficial interest with a liquidation preference per share as designated in the fourth column below, and such preferred shares of the Funds are referred to herein as the "Preferred Shares."

PREFERRED SHARES LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING ---------- ---------------- ------------ ---------------- Van Kampen Select Sector Select Sector VKL Remarketed Preferred Shares, Municipal Trust Municipal Trust liquidation preference $25,000 per share Van Kampen Municipal Trust Municipal Trust VKQ Auction Preferred Shares, liquidation preference $25,000 per share Van Kampen New York Quality New York Quality VNM Auction Preferred Shares, Municipal Trust Municipal Trust liquidation preference $25,000 per share Van Kampen Pennsylvania Pennsylvania Quality VPQ Auction Preferred Shares, Quality Municipal Trust Municipal Trust liquidation preference $25,000 per share Van Kampen Florida Quality Florida Quality VFM Auction Preferred Shares, Municipal Trust Municipal Trust liquidation preference $25,000 per share Van Kampen Ohio Quality Ohio Quality Municipal VOQ Auction Preferred Shares, Municipal Trust Trust liquidation preference $25,000 per share Van Kampen Trust for Insured Trust for Insured VIM Auction Preferred Shares, Municipals Municipals liquidation preference $25,000 per share Van Kampen Trust for Trust for Investment VGM Auction Preferred Shares, Investment Grade Municipals Grade Municipals liquidation preference $25,000 per share Van Kampen Trust for Trust for Investment VTN Auction Preferred Shares, Investment Grade New York Grade New York liquidation preference Municipals Municipals $25,000 per share Van Kampen Trust for Trust for Investment VTP Auction Preferred Shares, Investment Grade Grade Pennsylvania liquidation preference Pennsylvania Municipals Municipals $25,000 per share

A-1

PREFERRED SHARES LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING ---------- ---------------- ------------ ---------------- Van Kampen Trust for Trust for Investment VTF Auction Preferred Shares, Investment Grade Florida Grade Florida liquidation preference Municipals Municipals $25,000 per share Van Kampen Trust for Trust for Investment VTJ Auction Preferred Shares, Investment Grade New Jersey Grade New Jersey liquidation preference Municipals Municipals $25,000 per share Van Kampen Municipal Municipal Opportunity VMO Auction Preferred Shares, Opportunity Trust Trust liquidation preference $25,000 per share Van Kampen Advantage Advantage Municipal VKA Auction Preferred Shares, Municipal Income Trust Income Trust liquidation preference $25,000 per share Van Kampen Advantage Advantage Pennsylvania VAP Auction Preferred Shares, Pennsylvania Municipal Municipal Income liquidation preference Income Trust Trust $25,000 per share Van Kampen Massachusetts Massachusetts Value VMV Auction Preferred Shares, Value Municipal Income Municipal Income liquidation preference Trust Trust $25,000 per share Van Kampen New York Value New York Value VNV Auction Preferred Shares, Municipal Income Trust Municipal Income liquidation preference Trust $25,000 per share Van Kampen California Value California Value VCV Auction Preferred Shares, Municipal Income Trust Municipal Income liquidation preference Trust $25,000 per share Van Kampen Pennsylvania Pennsylvania Value VPV Auction Preferred Shares, Value Municipal Income Municipal Income liquidation preference Trust Trust $25,000 per share Van Kampen Value Municipal Value Municipal Income VKV Auction Preferred Shares, Income Trust Trust liquidation preference $25,000 per share Van Kampen Municipal Municipal Opportunity VOT Auction Preferred Shares, Opportunity Trust II Trust II liquidation preference $25,000 per share Van Kampen Advantage Advantage Municipal VKI Auction Preferred Shares, Municipal Income Trust II Income Trust II liquidation preference $25,000 per share Van Kampen High Income High Income Trust II VLT Auction Preferred Shares, Trust II liquidation preference $25,000 per share Van Kampen Income Trust Income Trust VIN Not Applicable

A-2 ANNEX B VAN KAMPEN CLOSED-END FUNDS The following list sets forth the number of issued and outstanding Common Shares and Preferred Shares, where applicable, for each Fund as of September 28, 2005, the Record Date.

FUND NAME COMMON SHARES PREFERRED SHARES --------- ------------- ---------------- Select Sector Municipal Trust 4,682,127 1,360 Municipal Trust 39,379,538 13,000 New York Quality Municipal Trust 5,655,638 1,800 Pennsylvania Quality Municipal Trust 8,268,008 2,600 Florida Quality Municipal Trust 6,519,397 2,000 Ohio Quality Municipal Trust 4,330,866 1,400 Trust for Insured Municipals 9,808,246 3,600 Trust for Investment Grade Municipals 27,013,149 10,600 Trust for Investment Grade New York Municipals 6,211,330 2,400 Trust for Investment Grade Pennsylvania Municipals 7,432,384 2,800 Trust for Investment Grade Florida Municipals 5,563,437 2,240 Trust for Investment Grade New Jersey Municipals 6,103,771 2,600 Municipal Opportunity Trust 15,357,684 6,000 Advantage Municipal Income Trust 19,106,785 7,600 Advantage Pennsylvania Municipal Income Trust 4,368,552 1,600 Massachusetts Value Municipal Income Trust 2,688,314 1,000 New York Value Municipal Income Trust 4,291,172 1,600 California Value Municipal Income Trust 19,982,083 7,200 Pennsylvania Value Municipal Income Trust 4,476,965 1,800 Value Municipal Income Trust 23,555,115 9,000 Municipal Opportunity Trust II 11,681,272 4,600 Advantage Municipal Income Trust II 8,175,881 3,200 High Income Trust II 18,893,621 2,864 Income Trust 15,371,737 N/A

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.

ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WHALEN WOOLSEY ---- ------ -------- ----- ------- ---- ------ ------------ ------ ------- High Income Trust II (VLT)......... 1989 2003 1989 2003 2003 1992 2003 1994 1989 2003 Florida Quality Municipal Trust (VFM)............................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003 Municipal Trust (VKQ).............. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003 New York Quality Municipal Trust (VNM)............................. 1991 2003 1991 2003 2003 1992 2003 1991 1991 2003 Ohio Quality Municipal Trust (VOQ)............................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003 Pennsylvania Quality Municipal Trust (VPQ)....................... 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003 Trust for Insured Municipals (VIM)............................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003 Trust for Investment Grade Municipals (VGM).................. 1991 2003 1991 2003 2003 1992 2003 1994 1991 2003 Advantage Municipal Income Trust (VKA)............................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003 Advantage Pennsylvania Municipal Income Trust (VAP)................ 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003 Municipal Opportunity Trust (VMO)............................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003 Trust for Investment Grade Florida Municipals (VTF).................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003 Trust for Investment Grade New Jersey Municipals (VTJ)........... 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003 Trust for Investment Grade New York Municipals (VTN).................. 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003 Trust for Investment Grade Pennsylvania Municipals (VTP)..... 1992 2003 1992 2003 2003 1992 2003 1994 1992 2003 Advantage Municipal Income Trust II (VKI)............................. 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003 California Value Municipal Income Trust (VCV)....................... 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003 Massachusetts Value Municipal Income Trust (VMV)................ 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003 Municipal Opportunity Trust II (VOT)............................. 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003 New York Value Municipal Income Trust (VNV)....................... 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003 Pennsylvania Value Municipal Income Trust (VPV)....................... 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003 Select Sector Municipal Trust (VKL)............................. 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003 Value Municipal Income Trust (VKV)............................. 1993 2003 1993 2003 2003 1993 2003 1994 1993 2003 Income Trust (VIN)................. 1997 2003 1997 2003 2003 1997 2003 1997 1997 2003

C-1 ANNEX D 2004 AGGREGATE COMPENSATION BEFORE DEFERRAL FROM EACH FUND

NAME OF FUND FISCAL YEAR-END ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR ------------ --------------- ---- ------ -------- ----- ------- ---- Advantage Municipal Income Trust.................. 10/31 $4,359 $6,007 $4,365 $5,805 $6,007 $4,565 Advantage Municipal Income Trust II............... 10/31 2,454 3,222 2,460 3,020 3,222 2,660 Advantage Pennsylvania Municipal Income Trust..... 10/31 1,921 2,444 1,927 2,242 2,444 2,127 California Value Municipal Income Trust........... 10/31 2,209 2,864 2,215 2,662 2,864 2,415 Florida Quality Municipal Trust................... 10/31 2,195 2,846 2,201 2,644 2,846 2,401 Massachusetts Value Municipal Income Trust........ 10/31 1,639 2,028 1,645 1,827 2,028 1,845 Municipal Opportunity Trust....................... 10/31 3,736 5,092 3,742 4,891 5,092 3,942 Municipal Opportunity Trust II.................... 10/31 3,008 4,030 3,014 3,829 4,030 3,214 Municipal Trust................................... 10/31 6,729 9,470 6,735 9,269 9,470 6,935 New York Quality Municipal Trust.................. 10/31 2,084 2,676 2,090 2,475 2,676 2,290 New York Value Municipal Income Trust............. 10/31 1,903 2,414 1,909 2,213 2,414 2,109 Ohio Quality Municipal Trust...................... 10/31 1,883 2,384 1,889 2,183 2,384 2,089 Pennsylvania Quality Municipal Trust.............. 10/31 2,466 3,237 2,472 3,036 3,237 2,672 Pennsylvania Value Municipal Income Trust......... 10/31 1,943 2,472 1,949 2,271 2,472 2,149 Select Sector Municipal Trust..................... 10/31 1,836 2,316 1,842 2,115 2,316 2,042 Trust for Insured Municipals...................... 10/31 2,760 3,666 2,766 3,465 3,666 2,966 Trust for Investment Grade Florida Municipals..... 10/31 2,150 2,775 2,156 2,574 2,775 2,356 Trust for Investment Grade Municipals............. 10/31 5,706 7,974 5,712 7,773 7,974 5,912 Trust for Investment Grade New Jersey Municipals....................................... 10/31 2,300 2,991 2,306 2,790 2,991 2,506 Trust for Investment Grade New York Municipals.... 10/31 2,243 2,908 2,249 2,707 2,908 2,449 Trust for Investment Grade Pennsylvania Municipals....................................... 10/31 2,437 3,192 2,443 2,991 3,192 2,643 Value Municipal Income Trust...................... 10/31 4,864 6,739 4,870 6,538 6,739 5,070 High Income Trust II.............................. 12/31 1,410 1,805 1,616 1,604 1,805 1,616 Income Trust...................................... 12/31 1,620 2,118 1,826 1,916 2,118 1,826

NAME OF FUND NELSON SONNENSCHEIN WHALEN WOOLSEY ------------ ------ ------------ ------ ------- Advantage Municipal Income Trust.................. $6,007 $4,565 $4,565 $6,007 Advantage Municipal Income Trust II............... 3,222 2,660 2,660 3,222 Advantage Pennsylvania Municipal Income Trust..... 2,444 2,127 2,127 2,444 California Value Municipal Income Trust........... 2,864 2,415 2,415 2,864 Florida Quality Municipal Trust................... 2,846 2,401 2,401 2,846 Massachusetts Value Municipal Income Trust........ 2,028 1,845 1,845 2,028 Municipal Opportunity Trust....................... 5,092 3,942 3,942 5,092 Municipal Opportunity Trust II.................... 4,030 3,214 3,214 4,030 Municipal Trust................................... 9,470 6,935 6,935 9,470 New York Quality Municipal Trust.................. 2,676 2,290 2,290 2,676 New York Value Municipal Income Trust............. 2,414 2,109 2,109 2,414 Ohio Quality Municipal Trust...................... 2,384 2,089 2,089 2,384 Pennsylvania Quality Municipal Trust.............. 3,237 2,672 2,672 3,237 Pennsylvania Value Municipal Income Trust......... 2,472 2,149 2,149 2,472 Select Sector Municipal Trust..................... 2,316 2,042 2,042 2,316 Trust for Insured Municipals...................... 3,666 2,966 2,966 3,666 Trust for Investment Grade Florida Municipals..... 2,775 2,356 2,356 2,775 Trust for Investment Grade Municipals............. 7,974 5,912 5,912 7,974 Trust for Investment Grade New Jersey Municipals....................................... 2,991 2,506 2,506 2,991 Trust for Investment Grade New York Municipals.... 2,908 2,449 2,449 2,908 Trust for Investment Grade Pennsylvania Municipals....................................... 3,192 2,643 2,643 3,192 Value Municipal Income Trust...................... 6,739 5,070 5,070 6,739 High Income Trust II.............................. 1,805 1,616 1,616 1,805 Income Trust...................................... 2,118 1,826 1,826 2,118

D-1 ANNEX E 2004 AGGREGATE COMPENSATION DEFERRED FOR EACH FUND

NAME OF FUND FISCAL YEAR-END CHOATE DAMMEYER HEAGY NELSON SONNENSCHEIN WHALEN ------------ --------------- ------ -------- ----- ------ ------------ ------ Advantage Municipal Income Trust............... 10/31 $6,007 $4,365 $5,805 $6,007 $4,565 $4,565 Advantage Municipal Income Trust II............ 10/31 3,222 2,460 3,020 3,222 2,660 2,660 Advantage Pennsylvania Municipal Income Trust......................................... 10/31 2,444 1,927 2,242 2,444 2,127 2,127 California Value Municipal Income Trust........ 10/31 2,864 2,215 2,662 2,864 2,415 2,415 Florida Quality Municipal Trust................ 10/31 2,846 2,201 2,644 2,846 2,401 2,401 Massachusetts Value Municipal Income Trust..... 10/31 2,028 1,645 1,827 2,028 1,845 1,845 Municipal Opportunity Trust.................... 10/31 5,092 3,742 4,891 5,092 3,942 3,942 Municipal Opportunity Trust II................. 10/31 4,030 3,014 3,829 4,030 3,214 3,214 Municipal Trust................................ 10/31 9,470 6,735 9,269 9,470 6,935 6,935 New York Quality Municipal Trust............... 10/31 2,676 2,090 2,475 2,676 2,290 2,290 New York Value Municipal Income Trust.......... 10/31 2,414 1,909 2,213 2,414 2,109 2,109 Ohio Quality Municipal Trust................... 10/31 2,384 1,889 2,183 2,384 2,089 2,089 Pennsylvania Quality Municipal Trust........... 10/31 3,237 2,472 3,036 3,237 2,672 2,672 Pennsylvania Value Municipal Income Trust...... 10/31 2,472 1,949 2,271 2,472 2,149 2,149 Select Sector Municipal Trust.................. 10/31 2,316 1,842 2,115 2,316 2,042 2,042 Trust for Insured Municipals................... 10/31 3,666 2,766 3,465 3,666 2,966 2,966 Trust for Investment Grade Florida Municipals.................................... 10/31 2,775 2,156 2,574 2,775 2,356 2,356 Trust for Investment Grade Municipals.......... 10/31 7,974 5,712 7,773 7,974 5,912 5,912 Trust for Investment Grade New Jersey Municipals.................................... 10/31 2,991 2,306 2,790 2,991 2,506 2,506 Trust for Investment Grade New York Municipals.................................... 10/31 2,908 2,249 2,707 2,908 2,449 2,449 Trust for Investment Grade Pennsylvania Municipals.................................... 10/31 3,192 2,443 2,991 3,192 2,643 2,643 Value Municipal Income Trust................... 10/31 6,739 4,870 6,538 6,739 5,070 5,070 High Income Trust II........................... 12/31 1,805 1,616 1,604 1,805 1,616 1,616 Income Trust................................... 12/31 2,118 1,826 1,916 2,118 1,826 1,826

E-1 ANNEX F CUMULATIVE COMPENSATION DEFERRED (PLUS INTEREST) FROM EACH FUND

NAME OF FUND FISCAL YEAR-END CHOATE DAMMEYER HEAGY KERR NELSON SONNENSCHEIN WHALEN ------------ --------------- ------ -------- ----- ---- ------ ------------ ------ Advantage Municipal Income Trust.... 10/31 $7,880 $61,304 $ 7,780 $29,593 $7,811 $53,372 $54,157 Advantage Municipal Income Trust II................................. 10/31 4,255 44,682 4,109 28,176 4,218 39,105 38,576 Advantage Pennsylvania Municipal Income Trust....................... 10/31 3,247 40,187 3,089 27,798 3,219 35,244 34,364 California Value Municipal Income Trust.............................. 10/31 3,795 42,635 3,644 27,996 3,763 37,346 36,655 Florida Quality Municipal Trust..... 10/31 3,768 42,583 3,616 28,002 3,736 37,299 36,609 Massachusetts Value Municipal Income Trust.............................. 10/31 2,704 37,611 2,539 27,572 2,681 33,033 31,946 Municipal Opportunity Trust......... 10/31 6,697 56,270 6,583 29,169 6,638 49,045 49,442 Municipal Opportunity Trust II...... 10/31 5,306 49,488 5,175 28,587 5,260 43,230 43,081 Municipal Trust..................... 10/31 12,378 81,838 12,335 31,468 12,268 71,005 73,419 New York Quality Municipal Trust.... 10/31 3,549 41,620 3,395 27,919 3,518 36,473 35,707 New York Value Municipal Income Trust.............................. 10/31 3,206 39,861 3,048 27,763 3,179 34,966 34,055 Ohio Quality Municipal Trust........ 10/31 3,171 39,797 3,013 27,766 3,144 34,909 33,997 Pennsylvania Quality Municipal Trust.............................. 10/31 4,284 44,973 4,139 28,208 4,246 39,350 38,851 Pennsylvania Value Municipal Income Trust.............................. 10/31 3,285 40,254 3,128 27,797 3,257 35,302 34,424 Select Sector Municipal Trust....... 10/31 3,079 39,314 2,919 27,724 3,053 34,496 33,545 Trust for Insured Municipals........ 10/31 4,054 47,305 3,894 28,439 4,018 41,381 41,061 Trust for Investment Grade Florida Municipals......................... 10/31 4,465 71,954 4,335 55,245 4,427 62,796 60,599 Trust for Investment Grade Municipals......................... 10/31 10,447 71,918 10,380 30,633 10,354 62,616 64,217 Trust for Investment Grade New Jersey Municipals.................. 10/31 3,960 71,820 3,812 55,335 3,926 62,806 60,571 Trust for Investment Grade New York Municipals......................... 10/31 3,855 43,107 3,706 28,041 3,822 37,741 37,095 Trust for Investment Grade Pennsylvania Municipals............ 10/31 4,225 44,834 4,080 28,187 4,188 39,219 38,710 Value Municipal Income Trust........ 10/31 8,835 65,657 8,748 29,954 8,757 57,110 58,237 High Income Trust II................ 12/31 3,193 36,828 2,925 28,678 3,218 35,710 34,959 Income Trust........................ 12/31 3,708 17,561 3,430 2,245 3,736 17,183 18,924

F-1 ANNEX G TRUSTEE OWNERSHIP OF COMMON SHARES OF THE FUNDS The table below indicates the number of Common Shares of the respective Funds listed below owned by each Trustee listed below as of August 31, 2005, and the percentage of such Trustee's Common Shares to the total Common Shares outstanding for such Fund is shown in parenthesis when such ownership individually exceeds 1% of the total Common Shares outstanding.

ARCH DAMMEYER HEAGY KENNEDY SONNENSCHEIN WHALEN WOOLSEY ---- -------- ----- ------- ------------ ------ ------- Advantage Municipal Income Trust(1).................. 300 191,821(1.00%) 100 100 350 856 Advantage Municipal Income Trust II(2)............... 500 141,992(1.74%) 350 500 California Value Municipal Income Trust(3)........... 215,007(1.08%) High Income Trust II................................. 1,081 31,927 150 11,368 Income Trust......................................... 930 Municipal Opportunity Trust.......................... 300 6,495 100 100 300 902 350 Municipal Opportunity Trust II....................... 115,749 350 500 Municipal Trust...................................... 1,126 8,421 162 162 486 1,393 Select Sector Municipal Trust........................ 508 11,000 100 100 350 500 Trust for Insured Municipals......................... 300 50 911 Trust for Investment Grade Municipals................ 300 903 355 Value Municipal Income Trust......................... 61,527

--------------- (1) The Trustees as a group own 1.01% of the total Common Shares outstanding of Advantage Municipal Income Trust (2) The Trustees as a group own 1.75% of the total Common Shares outstanding of Advantage Municipal Income Trust II (3) The Trustees as a group own 1.08% of the total Common Shares outstanding of California Value Municipal Income Trust G-1 ANNEX H TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES The table below indicates the aggregate dollar range of equity securities of the respective Funds listed below owned by each Trustee listed below as of August 31, 2005.

INDEPENDENT TRUSTEES ---------------------------------------------------------- ARCH CHOATE DAMMEYER HEAGY ---- ------ -------- ----- Advantage Municipal Income Trust............................ $1-$10,000 over $100,000 $1-$10,000 Advantage Municipal Income Trust II......................... $1-$10,000 over $100,000 California Value Municipal Trust............................ over $100,000 High Income Trust II........................................ $1-$10,000 over $100,000 Income Trust................................................ Municipal Opportunity Trust................................. $1-$10,000 $50,001- $1-$10,000 $100,000 Municipal Opportunity Trust II.............................. over $100,000 Municipal Trust............................................. $10,001-$50,000 over $100,000 $1-$10,000 Select Sector Municipal Trust............................... $1-$10,000 over $100,000 $1-$10,000 Trust for Insured Municipals................................ $1-$10,000 Trust for Investment Grade Municipals....................... $1-$10,000 Value Municipal Income Trust................................ over $100,000 Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in the Fund Complex............................................... $50,001-$100,000 $1-$10,000 over $100,000 $50,001- $100,000

INDEPENDENT TRUSTEES ------------------------------------------------------ KENNEDY KERR NELSON SONNENSCHEIN ------- ---- ------ ------------ Advantage Municipal Income Trust............................ $1-$10,000 $1-$10,000 Advantage Municipal Income Trust II......................... $1-$10,000 California Value Municipal Trust............................ High Income Trust II........................................ $1-$10,000 Income Trust................................................ Municipal Opportunity Trust................................. $1-$10,000 $1-$10,000 Municipal Opportunity Trust II.............................. $1-$10,000 Municipal Trust............................................. $1-$10,000 $1-$10,000 Select Sector Municipal Trust............................... $1-$10,000 $1-$10,000 Trust for Insured Municipals................................ $1-$10,000 Trust for Investment Grade Municipals....................... Value Municipal Income Trust................................ Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in the Fund Complex............................................... over $1-$10,000 $1-$10,000 $10,001- $100,000 $50,000

INDEPENDENT TRUSTEES ERESTED TRUSTEE --------------- ------------------ WOOLSEY WHALEN ------- ------ Advantage Municipal Income Trust............................ $10,001-$50,000 Advantage Municipal Income Trust II......................... $1-$10,000 California Value Municipal Trust............................ High Income Trust II........................................ $50,001-$100,000 Income Trust................................................ $1-$10,000 Municipal Opportunity Trust................................. $1-$10,000 $10,001-$50,000 Municipal Opportunity Trust II.............................. $1-$10,000 Municipal Trust............................................. $10,001-$50,000 Select Sector Municipal Trust............................... $1-$10,000 Trust for Insured Municipals................................ $10,001-$50,000 Trust for Investment Grade Municipals....................... $1-$10,000 $10,001-$50,000 Value Municipal Income Trust................................ Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in the Fund Complex............................................... $10,001-$50,000 over $100,000

H-1 ANNEX I TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES The table below indicates the aggregate dollar range of equity securities of the respective Funds listed below owned by each Trustee, combining equity beneficial ownership with such Trustees' deferred compensation amounts, as of August 31, 2005.

INDEPENDENT TRUSTEES --------------------------------------------------------------------------------------- ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON ---- ------ -------- ----- ------- ---- ------ Advantage Municipal Income Trust... $1-$10,000 over $100,000 $1-$10,000 $1-$10,000 Advantage Municipal Income Trust II................................ $1-$10,000 over $100,000 California Value Municipal Income Trust............................. over $100,000 High Income Trust II............... $1-$10,000 over $100,000 $1-$10,000 Income Trust....................... Municipal Opportunity Trust........ $1-$10,000 $50,001- $1-$10,000 $1-$10,000 $100,000 Municipal Opportunity Trust II..... over $100,000 over $100,000 Municipal Trust.................... $10,001- over $100,000 $1-$10,000 $1-$10,000 $50,000 Select Sector Municipal Trust...... $1-$10,000 over $100,000 $1-$10,000 $1-$10,000 Trust for Insured Municipals....... $1-$10,000 $1-$10,000 Trust for Investment Grade Municipals........................ $1-$10,000 Value Municipal Income Trust....... over $100,000 Aggregate Dollar Range of Equity Securities and Deferred Compensation in all Registered Investment Companies Overseen by Trustee in the Fund Complex....... $50,001- over over $100,000 over over over over $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

INTERESTED INDEPENDENT TRUSTEES TRUSTEE -------------------------- ---------- SONNENSCHEIN WOOLSEY WHALEN ------------ ------- ------ Advantage Municipal Income Trust... $1-$10,000 $10,001- $50,000 Advantage Municipal Income Trust II................................ $1-$10,000 $1-$10,000 California Value Municipal Income Trust............................. High Income Trust II............... $50,001- $100,000 Income Trust....................... $1-$10,000 Municipal Opportunity Trust........ $1-$10,000 $1-$10,000 $10,001- $50,000 Municipal Opportunity Trust II..... $1-$10,000 $1-$10,000 Municipal Trust.................... $1-$10,000 $10,001- $50,000 Select Sector Municipal Trust...... $1-$10,000 $1-$10,000 Trust for Insured Municipals....... $10,001- $50,000 Trust for Investment Grade Municipals........................ $1-$10,000 $10,001- $50,000 Value Municipal Income Trust....... Aggregate Dollar Range of Equity Securities and Deferred Compensation in all Registered Investment Companies Overseen by Trustee in the Fund Complex....... over $100,000 $10,001- over $50,000 $100,000

I-1 ANNEX J FISCAL YEAR END 2004 AUDIT AND OTHER FEES

NON-AUDIT FEES ----------------------------------------------------- NAME OF FUND FISCAL YEAR-END AUDIT FEES AUDIT-RELATED TAX ALL OTHER TOTAL NON-AUDIT TOTAL ------------ --------------- ---------- ------------- --- --------- --------------- ----- Advantage Municipal Income Trust.......................... 10/31 $29,480 $ 370 $1,550 $0 $ 1,920 $ 31,400 Advantage Municipal Income Trust II............................. 10/31 23,880 370 1,550 0 1,920 25,800 Advantage Pennsylvania Municipal Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800 California Value Municipal Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800 Florida Quality Municipal Trust.......................... 10/31 23,880 370 1,550 0 1,920 25,800 Massachusetts Value Municipal Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800 Municipal Opportunity Trust..... 10/31 29,480 370 1,550 0 1,920 31,400 Municipal Opportunity Trust II............................. 10/31 29,480 370 1,550 0 1,920 31,400 Municipal Trust................. 10/31 29,480 370 1,550 0 1,920 31,400 New York Quality Municipal Trust.......................... 10/31 23,880 370 1,550 0 1,920 25,800 New York Value Municipal Income Trust.......................... 10/31 23,880 370 1,550 0 1,920 25,800 Ohio Quality Municipal Trust.... 10/31 23,880 370 1,550 0 1,920 25,800 Pennsylvania Quality Municipal Trust.......................... 10/31 23,880 370 1,550 0 1,920 25,800 Pennsylvania Value Municipal Income Trust................... 10/31 23,880 370 1,550 0 1,920 25,800 Select Sector Municipal Trust... 10/31 23,880 370 1,550 0 1,920 25,800 Trust for Insured Municipals.... 10/31 29,480 370 1,550 0 1,920 31,400 Trust for Investment Grade Florida Municipals............. 10/31 23,880 370 1,550 0 1,920 25,800 Trust for Investment Grade Municipals..................... 10/31 29,480 370 1,550 0 1,920 31,400 Trust for Investment Grade New Jersey Municipals.............. 10/31 23,880 370 1,550 0 1,920 25,800 Trust for Investment Grade New York Municipals................ 10/31 23,880 370 1,550 0 1,920 25,800 Trust for Investment Grade Pennsylvania Municipals........ 10/31 23,880 370 1,550 0 1,920 25,800 Value Municipal Income Trust.... 10/31 29,480 370 1,550 0 1,920 31,400 High Income Trust II............ 12/31 42,130 750 1,550 0 2,300 44,430 Income Trust.................... 12/31 24,780 0 1,550 0 1,550 26,330 Covered Entities(1)............. N/A 198,000(2) 0 0 198,000 198,000

--------------- N/A- Not applicable. (1) Covered Entities include the Adviser and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds. (2) Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of Covered Entities' financial statements. (3) Tax Fees represent tax compliance services provided in connection with the review of the Funds' tax returns. J-1 FISCAL YEAR END 2003 AUDIT AND OTHER FEES

NON-AUDIT FEES ----------------------------------------------------- NAME OF FUND FISCAL YEAR-END AUDIT FEES AUDIT-RELATED TAX(3) ALL OTHER TOTAL NON-AUDIT TOTAL ------------ --------------- ---------- ------------- ------ --------- --------------- ----- Advantage Municipal Income Trust.......................... 10/31 27,575 3,170 1,500 0 4,670 32,245 Advantage Municipal Income Trust II............................. 10/31 22,275 3,170 1,500 0 4,670 26,945 Advantage Pennsylvania Municipal Income Trust................... 10/31 22,274 3,170 1,500 0 4,670 26,944 California Value Municipal Income Trust................... 10/31 22,274 3,170 1,500 0 4,670 26,944 Florida Quality Municipal Trust.......................... 10/31 22,274 3,170 1,500 0 4,670 26,944 Massachusetts Value Municipal Income Trust................... 10/31 22,274 3,170 1,500 0 4,670 26,944 Municipal Opportunity Trust..... 10/31 27,574 3,170 1,500 0 4,670 32,244 Municipal Opportunity Trust II............................. 10/31 27,574 3,170 1,500 0 4,670 32,244 Municipal Trust................. 10/31 27,574 3,170 1,500 0 4,670 32,244 New York Quality Municipal Trust.......................... 10/31 22,274 3,170 1,500 0 4,670 26,944 New York Value Municipal Income Trust.......................... 10/31 22,274 3,170 1,500 0 4,670 26,944 Ohio Quality Municipal Trust.... 10/31 22,274 3,170 1,500 0 4,670 26,944 Pennsylvania Quality Municipal Trust.......................... 10/31 22,274 3,170 1,500 0 4,670 26,944 Pennsylvania Value Municipal Income Trust................... 10/31 22,274 3,170 1,500 0 4,670 26,944 Select Sector Municipal Trust... 10/31 22,274 3,170 1,500 0 4,670 26,944 Trust for Insured Municipals.... 10/31 27,574 3,170 1,500 0 4,670 32,244 Trust for Investment Grade Florida Municipals............. 10/31 22,274 3,170 1,500 0 4,670 26,944 Trust for Investment Grade Municipals..................... 10/31 27,574 3,170 1,500 0 4,670 32,244 Trust for Investment Grade New Jersey Municipals.............. 10/31 22,274 3,170 1,500 0 4,670 26,944 Trust for Investment Grade New York Municipals................ 10/31 22,274 3,170 1,500 0 4,670 26,944 Trust for Investment Grade Pennsylvania Municipals........ 10/31 22,274 3,170 1,500 0 4,670 26,944 Value Municipal Income Trust.... 10/31 27,575 3,170 1,500 0 4,670 32,245 High Income Trust II............ 12/31 38,135 3,550 1,500 0 5,050 43,185 Income Trust.................... 12/31 21,730 0 1,500 0 1,500 23,230 Covered Entities(1)............. N/A 230,000(2) 0 0 230,000 230,000

--------------- N/A- Not applicable. (1) Covered Entities include the Adviser and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds. (2) Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of Covered Entities' financial statements. (3) Tax Fees represent tax compliance services provided in connection with the review of the Funds' tax returns. J-2 [VAN KAMPEN INVESTMENTS LOGO] VKCL 05 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN XXXXX TRUST JOINT ANNUAL MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Common Shares of VAN KAMPEN XXXXX TRUST, a XXXXX business trust (the "Fund"), hereby appoints XXXXX, XXXXX and XXXXX and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Friday, October 28, 2005 at 10:00 a.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all XXXXX Shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. 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 OCTOBER 28, 2005. 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.