Invesco Bond Fund — Proxy Solicitation & Information Statement 2001

May 15, 2001

1 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 Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 VAN KAMPEN HIGH INCOME TRUST VAN KAMPEN HIGH INCOME TRUST II VAN KAMPEN INVESTMENT GRADE MUNICIPAL TRUST VAN KAMPEN MUNICIPAL TRUST VAN KAMPEN CALIFORNIA QUALITY 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 CALIFORNIA 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 OHIO 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 STRATEGIC SECTOR MUNICIPAL TRUST VAN KAMPEN MUNICIPAL INCOME TRUST VAN KAMPEN CALIFORNIA MUNICIPAL TRUST VAN KAMPEN SENIOR INCOME TRUST VAN KAMPEN BOND FUND 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. 2 -- MAY 2001 -- - -------------------------------------------------------------------------------- IMPORTANT NOTICE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TO VAN KAMPEN CLOSED-END FUND SHAREHOLDERS - -------------------------------------------------------------------------------- QUESTIONS & ANSWERS - --------------------------------------- Although we recommend that you read the complete proxy statement, for your convenience, we've provided a brief overview of the issues to be voted on. - --------------------------------------- Q WHY IS A SHAREHOLDER MEETING BEING HELD? A Because 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 in the developments of your fund(s), no matter how many shares you own. Q HOW DOES THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE? A They recommend that you vote "For All" of the nominees on the enclosed proxy card. Q WHY DOES THE PROXY STATEMENT LIST SEVERAL CLOSED-END FUNDS? A The funds have a similar proposal and it is cost-efficient to have a joint proxy statement and one meeting. Q WHERE DO I CALL FOR MORE INFORMATION? A Please call Van Kampen Investor Services at 1-800-341-2929 from 7:30 a.m. to 5:00 p.m. Central time, Monday through Friday. 3 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.

VAN KAMPEN XXXXX JOINT ANNUAL MEETING OF SHAREHOLDERS XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Please be sure to sign and date this Proxy, Date Shareholder sign here Co-owner sign here XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX SAMPLE 4 VAN KAMPEN CLOSED-END FUNDS 1 PARKVIEW PLAZA, PO BOX 5555 OAKBROOK TERRACE, ILLINOIS 60181-5555 TELEPHONE (800) 341-2929 NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 27, 2001 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 Proxy Statement that a Joint Annual Meeting of the Shareholders of the Funds (the "Meeting") will be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001, at 3:00 p.m., for the following purposes:

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Holders of record of the Common Shares and, where applicable, Preferred Shares of each Fund at the close of business on May 1, 2001 are entitled to notice of, and to vote at, the Meeting and any adjournment thereof. By order of the Board of Trustees A. THOMAS SMITH III, Vice President and Secretary May 15, 2001 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 A 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 of each Fund listed in the Proxy Statement. YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY NO MATTER HOW MANY SHARES YOU OWN. 6 PROXY STATEMENT VAN KAMPEN CLOSED-END FUNDS 1 PARKVIEW PLAZA, PO BOX 5555 OAKBROOK TERRACE, ILLINOIS 60181-5555 TELEPHONE (800) 341-2929 JOINT ANNUAL MEETING OF SHAREHOLDERS JUNE 27, 2001 This 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 Proxy Statement (the "Funds") of proxies to be voted at a Joint Annual Meeting of Shareholders of the Funds, and all adjournments thereof (the "Meeting"), to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001, at 3:00 p.m. The Meeting will be an annual meeting for each Fund. The approximate mailing date of this Proxy Statement and accompanying form of proxy is May 22, 2001. 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 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 a similar matter. The Boards of Trustees have 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 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 May 1, 2001 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, 7 where applicable, Preferred Shares of each Fund as of the Record Date is shown in Annex B to this Proxy Statement. The following table summarizes the proposal to be presented at the Meeting for the Funds and the shareholders entitled to vote with respect to the proposal.

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 A 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, holders of Common Shares and Preferred Shares, where applicable, will vote as separate classes for the respective nominee(s) to be elected by such class of Shares. The affirmative vote of a plurality of the Common Shares of a Fund present at the Meeting in person or by proxy is required to elect each nominee for Trustee of such Fund designated to be elected by the holders of the Common Shares of such Fund. The affirmative vote of a plurality of the Preferred Shares of a Fund present at the Meeting in person or by proxy is required to elect each nominee for Trustee of such Fund designated to be elected by the 2 8 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 of each Fund listed in the proxy statement. An unfavorable vote on a proposal by the shareholders of one Fund will not affect the implementation of such a 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 it is entitled to vote. 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, abstentions and 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, the persons named as proxies may propose one or more adjournments of the Meeting of the concerned Fund with respect to such proposal to permit further solicitation of proxies, provided they determine that such an adjournment and additional solicitation is reasonable and in the interest of shareholders based on a consideration of all relevant factors, including the nature of the relevant proposal, the percentage of votes then cast, the percentage of negative votes then cast, 3 9 the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation. INVESTMENT ADVISER Van Kampen Investment Advisory Corp. ("Advisory Corp.") serves as investment adviser to each Fund, except VBF and VIN. Van Kampen Asset Management Inc. ("Asset Management") serves as investment adviser to VBF and VIN. Advisory Corp. and Asset Management sometimes are referred to herein collectively as the "Advisers." The principal business address of the Advisers is 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555. The Advisers are wholly owned subsidiaries of Van Kampen Investments Inc. ("Van Kampen"). Van Kampen is one of the nation's largest investment management companies, with more than $81 billion in assets under management or supervision, as of March 31, 2001. With roots in money management dating back to 1927, Van Kampen has helped more than four generations of investors achieve their financial goals. Headquartered in the Chicagoland area, Van Kampen is a wholly owned subsidiary of Morgan Stanley Dean Witter & Co. ("Morgan Stanley"). OTHER SERVICE PROVIDERS Each Fund, except VBF, VIN, VVR, VKL, VMT, VKC, VIG, VLT and VIT, has entered into an administration agreement between such Fund and Van Kampen Funds Inc. (in such capacity, the "Administrator"). The Administrator's principal business address is 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555. The Administrator is a wholly owned subsidiary of Van Kampen. VVR has entered into an administration agreement between such Fund and Van Kampen. With respect to VKS, the Administrator has engaged Mitchell Hutchins Asset Management Inc. to act as a sub-administrator (the "Sub-Administrator"). The Sub-Administrator's principal place of business is 1285 Avenue of the Americas, New York, New York 10019. With respect to VKL, Advisory Corp. 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. Each Fund, except VBF and VIN, has entered into an accounting services agreement with Advisory Corp. and a legal services agreement with Van Kampen. Van Kampen's principal business address is 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555. Each of VMT, VKC, VIG, VLT and VIT has also entered into a support services agreement with Van Kampen Funds Inc. 4 10 - ------------------------------------------------------------------------------ PROPOSAL 1: ELECTION OF TRUSTEES - ------------------------------------------------------------------------------ Trustees are to be elected by the Shareholders at the Meeting in the following manner: (a) With respect to VKL and VIN, two Class I Trustees are to be elected at the Meeting by the Shareholders to serve until the later of each respective Fund's Annual Meeting of Shareholders in 2004 or until their successors have been duly elected and qualified. Holders of Common Shares, voting as a separate class, will vote with respect to the two Class I nominees, David C. Arch and Howard J Kerr, designated to be elected by the holders of Common Shares. An affirmative vote of a plurality of the Common Shares of each Fund, voting as a separate class, present at the Meeting in person or by proxy 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 below unless the proxy is marked otherwise. (b) With respect to VIG, VKV, VCV, VMV, VNV, VOV, VPV, VKS, VOT and VKI, two Class II Trustees are to be elected at the Meeting by the Shareholders to serve until the later of each respective Fund's Annual Meeting of Shareholders in 2004 or until their successors have been duly elected and qualified. Holders of Common Shares, voting as a separate class, will vote with respect to the one Class II nominee, Wayne W. Whalen, designated to be elected by the holders of Common Shares. Holders of Preferred Shares, voting as a separate class, will vote with respect to the one Class II nominee, Rod Dammeyer, designated to be elected by the holders of Preferred Shares. An affirmative vote of a plurality of the Common Shares of each Fund and a plurality of the Preferred Shares of each Fund, each voting as a separate class, present at the Meeting in person or by proxy 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 below unless the proxy is marked otherwise. (c) With respect to VGM, VIM, VIC, VTF, VTJ, VTN, VTP, VMO, VKA, VAP, VKQ, VQC, VFM, VOQ, VNM, VPQ, VMT, VKC, VLT and VIT, three Class III Trustees are to be elected at the Meeting by the Shareholders to serve until the later of each respective Fund's Annual Meeting of Shareholders in 2004 or until their successors have been duly elected and qualified. Holders of Common Shares, voting as a separate class, will vote with respect to the two Class III nominees, Richard F. Powers, III and Hugo F. Sonnenschein, designated to be elected by the holders of Common Shares. Holders of Preferred Shares, voting as a 5 11 separate class, will vote with respect to the one Class III nominee, Theodore A. Myers, designated to be elected by the holders of Preferred Shares. An affirmative vote of a plurality of the Common Shares of each Fund and a plurality of the Preferred Shares of each Fund, each voting as a separate class, present at the Meeting in person or by proxy 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 below unless the proxy is marked otherwise. (d) With respect to VVR and VBF, three Class III trustees are to be elected at the Meeting by Shareholders to serve until the later of each respective Fund's Annual Meeting of Shareholders in 2004 or until their successors have been duly elected and qualified. Holders of Common Shares, voting as a separate class, will vote with respect to the three Class III nominees, Theodore A. Myers, Richard F. Powers, III and Hugo F. Sonnenschein, designated to be elected by the holders of Common Shares. An affirmative vote of a plurality of the Common Shares of each Fund, voting as a separate class, present at the Meeting in person or by proxy 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 below unless the proxy is marked otherwise. Each of the Trustees has served as a member of the Board of Trustees since his initial election or appointment to the Board of Trustees as set forth on Annex C to this Proxy Statement. The Declaration of Trust of each Fund provides that the Board of Trustees shall consist of Trustees divided into three classes, the classes to be as nearly equal in number as possible. For each Fund, 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 for a particular 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. With respect to each of the Funds with outstanding Preferred Shares, pursuant to the 1940 Act, as long as any Preferred Shares are outstanding, the holders of Preferred Shares will, voting as a separate class, elect two of the Trustees of the Fund. Mr. Dammeyer is currently the Class II Trustee designated to be elected by the holders of the Preferred Shares. Mr. Myers is currently the Class III Trustee designated to be elected by the holders of the Preferred Shares. 6 12 All nominees have consented to being named in this proxy statement. With respect to each of the Funds, each of the nominees has agreed to serve as a Trustee if elected; however, should any nominees become unable or unwilling to accept nomination or election, the proxies will be voted for one or more substitute nominees designated by the present Board of Trustees of each Fund. The following sets forth the names, addresses, ages, principal occupations and other information regarding the Trustee nominees.

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• ------------------------------------------------------------------------------ * Such Trustees are "interested persons" (within the meaning of Section 2(a)(19) of the 1940 Act). Mr. Powers is an interested person of the Advisers and the Funds by reason of his positions with the Advisers. Mr. Whalen is an interested person of the Funds by reason of his firm acting as legal counsel for the Funds. (1) Class I Trustee. (2) Class II Trustee. (3) Class III Trustee. MEETINGS AND COMMITTEES During the fiscal year ended December 31, 2000, the Board of Trustees of VIN, VLT and VIT each held 7 meetings. During the last fiscal year, each of the Trustees of such Funds during the period such Trustee served as a Trustee attended at least 75% of the meetings of the respective Board of Trustees and all committee meetings thereof of which such Trustee was a member. During the fiscal year ended December 31, 2000, the Board of Trustees of such Funds had no standing committees with the exception of an audit committee which held 2 meetings. During the fiscal year ended July 31, 2000, the Board of Trustees of VVR held 12 meetings. During the last fiscal year, each of the Trustees of such Fund during the period such Trustee served as a Trustee attended at least 75% of the meetings of the 9 15 respective Board of Trustees and all committee meetings thereof of which such Trustee was a member. During the fiscal year ended July 31, 2000, the Board of Trustees of such Fund had no standing committees with the exception of an audit committee which held 2 meetings. During the fiscal year ended October 31, 2000, the Board of Trustees of VIG, VKV, VCV, VMV, VNV, VOV, VPV, VKS, VOT, VKI, VGM, VIM, VIC, VTF, VTJ, VTN, VTP, VMO, VKA, VAP, VKL, VKQ, VQC, VFM, VOQ, VNM and VPQ each held 8 meetings. During the last fiscal year, each of the Trustees of such Funds during the period such Trustee served as a Trustee attended at least 75% of the meetings of the respective Board of Trustees and all committee meetings thereof of which such Trustee was a member. During the fiscal year ended October 31, 2000, the Board of Trustees of such Funds had no standing committees with the exception of an audit committee which held 2 meetings. During the fiscal year ended June 30, 2000, the Board of Trustees of VBF, VMT and VKC each held 7 meetings. During the last fiscal year, each of the Trustees of such Funds during the period such Trustee served as a Trustee attended at least 75% of the meetings of the respective Board of Trustees and all committee meetings thereof of which such Trustee was a member. During the fiscal year ended June 30, 2000, the Board of Trustees of such Funds had no standing committees with the exception of an audit committee which held 2 meetings. Each Fund has an Audit Committee. The Board of Trustees of each Fund has adopted a formal written charter for the Audit Committee which sets forth the Audit Committee's responsibilities. A copy of the Audit Committee charter is attached to this Proxy Statement as Annex H. The Audit Committee of each Fund has reviewed and discussed the financial statements of each Fund with management as well as with Deloitte & Touche LLP, the independent auditors of each Fund, and discussed with Deloitte & Touche LLP the matters required to be discussed under the Statement of Auditing Standards No. 61. 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. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required under Independence Standard Board No. 1 and has discussed with the independent auditors their independence. The Audit Committee currently consists of Messrs. Arch, Dammeyer, Kerr, Myers and Sonnenschein. Each committee member is "independent" as defined by either the New York Stock Exchange or American Stock Exchange listing standard applicable to the respective Fund. Each Fund has a retirement plan committee which currently consists of Messrs. Arch, Dammeyer and Sonnenschein. The retirement plan committee is responsible for reviewing the terms of each Fund's retirement plan and reviews any administrative matters with respect thereto. The retirement plan committee does not 10 16 meet on a regular basis and had no meetings during each Fund's last fiscal year, but does meet on an ad hoc basis as necessary to administer the retirement plan. REMUNERATION INFORMATION The Trustees and executive officers hold the same positions with other funds in the Fund Complex (defined below). The compensation of Trustees and executive officers that are affiliated persons (as defined in the 1940 Act) of Advisory Corp., 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, plus expenses incurred in connection with such meeting. Funds in the Fund Complex pay an annual Fund Complex retainer in an amount equal to the product of $2,500 multiplied by the number of funds in the Fund Complex, which retainer is then allocated among the funds in the Fund Complex based on the relative net assets of such funds, and meeting fees of $250 per meeting per fund, plus reimbursement of expenses incurred in connection with such meeting. 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 more fully described below. 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 62, is eligible to receive a retirement benefit equal to $2,500 per year for each of the ten years following such Trustee's retirement from 11 17 such Fund. Trustees retiring prior to the age of 62 or with fewer than 10 years but more than 5 years of service may receive reduced retirement benefits from a Fund. Each Trustee has served as a member of each Fund's Board of Trustees since the year of such Trustee's appointment or election as set forth on Annex C to this Proxy Statement. Additional information regarding compensation and benefits for Trustees is set forth below. As indicated in the notes accompanying the table, the amounts relate to either the respective Fund's most recently completed fiscal year end in 2000 or the Fund Complex's most recently completed calendar year ended December 31, 2000. COMPENSATION TABLE

• --------------- (1) Mr. Powers is an affiliated persons of the Advisers and Van Kampen, and does not receive compensation or retirement benefits from the Funds. (2) The amount of aggregate compensation payable by each Fund for its most recently completed fiscal year end in 2000 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 2000 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 defined below) 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 2000 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 2000. 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 current operating funds in the Fund Complex for each year of the 10-year period commencing in the year of such Trustee's anticipated retirement. Each Fund is expected to pay benefits of $2,500 per year for each of the 10-year period commencing in the year of such trustee's retirement to those 12 18 Trustees who retire at or over the age of 62 and with at least ten years of service to each Fund. The retirement plan is described above the compensation table. (5) The amounts shown in this column are accumulated from the aggregate compensation of the 42 operating investment companies in the fund complex (the "Fund Complex") for the calendar year ended December 31, 2000 before deferral by the Trustees under the deferred compensation plan. 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 respective fund may invest in securities of the funds selected by the trustees in order to match the deferred compensation obligation. The Advisers or their affiliates also serve as investment adviser for other investment companies; however, with the exception of Messrs. Whalen and Powers, the Trustees are not trustees of such other investment companies. Combining the Fund Complex with other investment companies advised by the Advisers or their affiliates, Mr. Whalen earned Total Compensation of $283,900 for the year ended December 31, 2000. SHAREHOLDER APPROVAL With respect to each of the Funds, the holders of Common Shares and, where applicable, the holders of Preferred Shares, each 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. - ------------------------------------------------------------------------------ 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 Advisers or affiliates of the Advisers. The officers of the Funds serve for one year or until their respective successors are chosen and qualified. The Funds' officers receive no compensation 13 19 from the Funds but may also be officers of the Advisers or officers of affiliates of the Advisers and receive compensation in such capacities.

14 20

15 21

SHAREHOLDER INFORMATION As of May 1, 2001, to the knowledge of the Funds, no Shareholder owned beneficially more than 5% of a class of a Fund's outstanding Shares. As of May 1, 2001, 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 May 1, 2001, 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 16 22 the Funds or Funds which are not owned by any Trustee or executive officers have been omitted from the table. As of May 1, 2001, no trustees or executive officers owned any Preferred Shares of the Funds. 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 Securities and Exchange Commission (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, investment adviser and affiliated persons of the investment adviser complied with the applicable filing requirements. 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. D&T previously served as the independent auditors to each Fund for such Fund's fiscal year ended in 2000. The selection of D&T for the current fiscal year and the change in accountants and selection of D&T for the fiscal year ended in 2000 was recommended and approved by each Fund's Audit Committee. Each Board's initial appointment of D&T was effective on May 8, 2000. Each of the Funds knows of no direct or indirect financial interest of D&T in such Fund. KPMG LLP previously served as the independent public accountants to each of the Funds (except VBF and VIN) for such Fund's fiscal year ended in 1999; the client-auditor relationship between KPMG LLP and such Funds ceased as of April 14, 2000. Ernst & Young LLP previously served as the independent public accountants to each of VBF and VIN for such Fund's fiscal year ended in 1999; the client-auditor relationship between Ernst & Young LLP and such Funds ceased as of May 8, 2000. KPMG LLP and Ernst & Young LLP are collectively referred to herein as the "Predecessor Accountants." The independent auditors' reports on the financial statements for each respective Fund during such Fund's last two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor was such report qualified or modified as to uncertainty, 17 23 audit scope or accounting principles. During the two fiscal years and any subsequent interim period, there were no disagreements with the respective Predecessor Accountant for each respective Fund on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the Predecessor Accountant, would have caused such Predecessor Accountant to make reference to the subject matter of the disagreement in connection with its report. Audit Fees For professional services rendered with respect to the audit of each Fund's annual financial statements, each Fund paid to D&T during such Fund's most recent fiscal year fees in the amounts set forth in Annex I. Financial Information Systems Design and Implementation Fees The Funds, Advisers and affiliates of the Advisers performing services for the Funds paid no fees during the Funds' most recent fiscal years for information systems design and implementation to D&T. All Other Fees Each Fund paid fees to D&T in the amounts set forth in Annex I during such Fund's most recent fiscal year for services other than those described above. The Advisers and affiliates of the Advisers performing services for the Funds paid fees to D&T in the aggregate amount of approximately $9.5 million during the Fund's most recent fiscal years for services other than those described above. The Audit Committee of the Board has considered whether the provision of services other than audit services, by D&T to the Funds, the Advisers and affiliates of the Advisers that provide services to Funds is compatible with maintaining D&T's independence in performing audit services. 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. Representatives of the Predecessor Accountants are expected to be present at the Meeting, will be available to respond to any questions from shareholders and will have opportunity to make a statement if they so desire. - ------------------------------------------------------------------------------ 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 18 24 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 Advisers or Van Kampen, the transfer agents of the Funds or by dealers or their representatives or by Management Information Services, a solicitation firm located in Norwell, Massachusetts that has been engaged to assist in proxy solicitations 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 solicitation is made. Shareholder proposals intended to be presented at the year 2002 Annual Meeting of Shareholders for a Fund pursuant to Rule 14a-8 under the Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the Fund at the Fund's principal executive offices by January 21, 2002. 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 6, 2002. 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 1 Parkview Plaza, PO Box 5555, Oakbrook Terrace, Illinois 60181-5555. - ------------------------------------------------------------------------------ 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. A. THOMAS SMITH III, Vice President and Secretary May 15, 2001 19 25 ANNEX A VAN KAMPEN CLOSED-END FUNDS The following list sets forth the Van Kampen closed-end investment companies (the "Funds") participating in the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555 on Wednesday, June 27, 2001, at 3:00 p.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 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."

A-1 26

A-2 27

A-3 28 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 May 1, 2001, the Record Date.

B-1 29 ANNEX C The table below sets forth the year in which each of the nominees to the Board of Trustees initially was elected or appointed to the Board of Trustees of each Fund.

C-1 30 ANNEX C -- (CONTINUED)

C-2 31 ANNEX D 2000 AGGREGATE COMPENSATION BEFORE DEFERRAL FROM EACH FUND

32 ANNEX D -- (CONTINUED)

33 ANNEX E 2000 AGGREGATE COMPENSATION DEFERRED FOR EACH FUND

34 ANNEX E -- (CONTINUED)

35 ANNEX F CUMULATIVE COMPENSATION DEFERRED (PLUS INTEREST) FROM EACH FUND

F-1 36 ANNEX F -- (CONTINUED)

F-2 37 ANNEX G TRUSTEE OWNERSHIP OF COMMON SHARES OF THE FUNDS AS OF MAY 1, 2001 The table below indicates the number of Common Shares of the respective Funds listed below owned by each Trustee listed below as of May 1, 2001, 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.

• --------------- (1) The Trustees as a group own 1.89% of the total Common Shares outstanding of Advantage Municipal Income Trust II (2) The Trustees as a group own 2.39% of the total Common Shares outstanding of High Income Trust (3) The Trustees as a group own 1.11% of the total Common Shares outstanding of Municipal Opportunity Trust II G-1 38 ANNEX H VAN KAMPEN CLOSED-END FUNDS AND VAN KAMPEN EXCHANGE FUND AUDIT COMMITTEE CHARTER MISSION STATEMENT: The Audit Committee is a committee of the Board of Trustees/Managing General Partners (collectively referred to herein as the "Trustees") of each of the Van Kampen Closed-End Funds and Van Kampen Exchange Fund (each a "Fund" and collectively the "Funds"). The Audit Committee will assist the Board of Trustees in fulfilling its oversight responsibilities. The Audit Committee will review the financial reporting process, the system of internal control, the audit process, and the Fund's process for monitoring compliance with investment restrictions and applicable laws and regulations and with the code of ethics, and may perform or oversee special investigations. In performing its duties, the Committee will maintain effective working relationships with the Board of Trustees, management, and independent accountants. To perform effectively his or her role, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership as well as the Fund's separation of duties and responsibilities among the investment adviser, custodian, transfer agent, fund accounting function and the Fund's principal accounting officer, and relevant risks. ORGANIZATION: The membership of the Audit Committee shall consist of at least three independent members of the Board of Trustees, who shall be designated by the full Board of Trustees. The manner of selection of the Audit Committee Chair shall also be designated by the full Board of Trustees. The duties and responsibilities of an Audit Committee member shall be in addition to those duties set out for a member of the Board of Trustees. The members shall undertake this commitment with the understanding that they are assuming additional responsibilities to prepare for, attend and actively participate in Audit Committee meetings. This may require members to undertake training covering their financial oversight responsibilities. The Committee shall maintain minutes or other records of its meetings and activities and report to the Board of Trustees as to the results of its meetings, activities, and whether it has fulfilled its responsibilities in compliance with this charter. H-1 39 The Audit Committee is expected to fulfill the following responsibilities: CONTINUOUS RESPONSIBILITIES--GENERAL: 1. Provide an open avenue of communications between financial management, the independent accountants, and the Board of Trustees. 2. Meet twice per year or more frequently as circumstances require. The committee may ask management and representatives of the servicing agents to attend meetings and provide pertinent information as necessary. 3. Ensure receipt from the independent accountants of a formal written statement delineating relationships between the independent accountants and the Fund, consistent with Independence Standards Board Standard I. 4. Receive a representation from the independent accountants about its independence from management of the Funds or a complete description of all audit, management consulting or other services performed for management or its affiliates. Engage in a dialogue with the independent accountants with respect to any disclosed relationships or services which may impact the objectivity and independence of the independent accountants. 5. Take or recommend that the full Board take appropriate action to ensure the independence of the independent accountants. 6. Consider the audit scope and plan with the independent accountants to assure completeness of coverage and effective use of audit resources. 7. Inquire of management and the independent accountants about significant risks and exposures and the steps management has taken to minimize such risks to the Fund. 8. Consider and review with management and the independent accountants: (a) The adequacy of the internal controls, including computerized information system controls and controls over the daily net asset valuation process (including valuation of securities). (b) The adequacy of internal controls at servicing agents employed on behalf of the Fund, including significant comments contained in service auditors' reports on those controls. (c) Findings and recommendations of the independent accountants on internal controls maintained both by the Fund and its service providers, together with responses of the appropriate management, including the status of previous audit recommendations. (d) Any material difficulties encountered in the course of audit work, including any restrictions on the scope of activities or access to required information. H-2 40 (e) Any material changes required in the audit plan. 9. Meet periodically with the independent accountants and management in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately with the Committee. 10. Report periodically to the Board of Trustees on significant results of the Committee's activities, together with such recommendations as the committee may deem appropriate. 11. Review and reassess the adequacy of this Audit Committee Charter on an annual basis and propose any changes for the approval of the full Board. 12. Instruct the independent accountants that they are ultimately accountable to the Board of Trustees and the Audit Committee, as the shareholders' representatives, and that the Audit Committee and the Board have the ultimate authority and responsibility to select, evaluate and where appropriate replace the independent accountants. CONTINUOUS RESPONSIBILITIES--REPORTING SPECIFIC POLICIES: 1. Review with financial management and the independent accountants that they are expected to provide a timely analysis of significant current financial reporting issues and practices. 2. Review with financial management and independent accountants significant matters arising in the preparation of the annual financial statements and assess whether the financial statements reflect appropriate accounting policies. 3. Discuss with financial management and the independent accountants their qualitative judgments about the appropriateness, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be adopted by the Funds and, particularly, about the degree of neutrality and objectivity of its accounting principles and underlying estimates. 4. With regard to the annual financial statements, discuss with financial management and the independent accountants any uncorrected misstatements whose effects management believes are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. 5. Inquire of management and the independent accountants as to their procedures to assess the representativeness of securities valuations provided by external pricing sources, particularly where such valuations are not based on prices last quoted in organized markets. 6. For securities valued at "fair value" as determined in good faith under procedures established by the Board, inquire as to independent accountants' H-3 41 conclusions as to reasonableness of procedures, management's adherence to established "fair value" procedures, and adequacy of supporting documentation. 7. Inquire of management and the independent accountants as to significant tax accounting policies elected by the Fund (including matters affecting qualification under Subchapter M of the Internal Revenue Code) and their effect on amounts distributed and reported to shareholders for Federal tax purposes. 8. Review with counsel, legal and regulatory matters that may have a material impact on the Fund's financial statements, related compliance policies, and programs, as well as reports received from regulators. 9. Inquire as to financial management's and the independent accountants' views about how the Fund's choices of accounting (including valuation policies) and tax principles and disclosure practices may affect shareholder and public views and attitudes about the Fund. SCHEDULED RESPONSIBILITIES: 1. Recommend the selection of the independent accountants for approval by the Board of Trustees (and, if required, ratification by shareholders) and review management's analysis of the audit fees paid to the independent accountants. Where necessary, review and approve the replacement of the independent accountants. 2. Recommend the selection of the controller or principal accounting officer for approval by the Board of Trustees. 3. Review with management and the independent accountants the results of annual audits and related comments including: (a) The independent accountants' audit of the Fund's annual financial statements including footnotes and its report thereon, including any significant audit findings. (b) The independent accountants' reasoning in accepting or questioning significant estimates by management. (c) The independent accountants' views as to the adequacy of disclosures in the Fund's financial statements in relation to generally accepted accounting principles. (d) Any serious difficulties or disputes with management encountered during the course of the audit. (e) Any significant changes to the audit plan. H-4 42 (f) Other matters related to the conduct of the audit which are to be communicated to the Committee under generally accepted auditing standards. (g) The independent accountants fees, charges and staffing. 4. Review filings with the SEC and other published documents containing the Fund's financial statements and consider whether the information contained in those documents is consistent with the information contained in the financial statements. "WHEN NECESSARY" RESPONSIBILITIES: 1. Authorize and oversee inquiries or investigations into any matters within the Committee's scope of responsibilities. The Committee shall be empowered to retain independent counsel, independent accountants, and other professionals to assist in the conduct of any investigation. H-5 43 ANNEX I VAN KAMPEN CLOSED-END FUNDS The following list sets forth the amounts of audit fees and all other fees paid by each Fund during the Fund's last fiscal years to D&T.

I-1 44 [VAN KAMPEN FUNDS LOGO] VKCL 01 VK-PS-01 45 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN XXXXXXXXXX JOINT MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Common Shares of VAN KAMPEN XXXXXXXXXX, a XXXXXXXXXX business trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments, Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all Common Shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign. 46 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN XXXXXXXXXX JOINT MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Common Shares of VAN KAMPEN XXXXXXXXXX, a Massachusetts business trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Meeting of Shareholders to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all Common Shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign. 47 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN XXXXXXXXX JOINT MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Common Shares of VAN KAMPEN XXXXXXXXX, a Pennsylvania trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all Common Shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign. 48 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN XXXXXXXXX JOINT MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Preferred Shares of VAN KAMPEN XXXXXXXXX, a Massachusetts business trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all Common Shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign. 49 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN XXXXXXXXX JOINT MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Preferred Shares of VAN KAMPEN XXXXXXXXX, a Pennsylvania trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all Common Shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign. 50 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN XXXXXXXXX JOINT MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Common Shares of VAN KAMPEN XXXXXXXXX, a Massachusetts business trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all Common Shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign. 51 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN XXXXXXXXXX JOINT MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Common Shares of VAN KAMPEN XXXXXXXXXX, a Pennsylvania trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments, Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all Common Shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign. 52 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN XXXXXXXXXX JOINT MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Preferred Shares of VAN KAMPEN XXXXXXXXXX, a Massachusetts business trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments, Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all Common Shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign. 53 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN XXXXXXXXXX JOINT MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Preferred Shares of VAN KAMPEN XXXXXXXXXX, a Pennsylvania trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held at the offices of Van Kampen Investments, Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all Common Shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign. 54 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN SENIOR INCOME TRUST JOINT SPECIAL MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Common Shares of VAN KAMPEN SENIOR INCOME TRUST, a Massachusetts business trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler 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 Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all common shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Class of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign. 55 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE FORM OF PROXY VAN KAMPEN BOND FUND JOINT SPECIAL MEETING OF SHAREHOLDERS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned holder of Common Shares of VAN KAMPEN BOND FUND, a Delaware business trust (the "Fund"), hereby appoints Stephen L. Boyd, A. Thomas Smith III and Sara L. Badler 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 Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 27, 2001 at 3:00 p.m., and any and all adjournments thereof (the "Meeting"), and thereat to vote all common shares which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the following instructions. Account No. No. of Shares Class of Shares Proxy No.

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 hereon by the undersigned. 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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 27, 2001. Date , 2001 ---------------------------- Shareholder signature ---------------------------- Co-owner signature (if applicable) 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 shares are held jointly, each holder must sign.