SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Revised Materials
[ ] Soliciting Material Pursuant to Section 140.14a-12
VAN KAMPEN SENIOR INCOME TRUST
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
-- MAY 2006 --
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IMPORTANT NOTICE
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TO VAN KAMPEN
SENIOR INCOME TRUST SHAREHOLDERS
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QUESTIONS & ANSWERS
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Although we recommend that you read the complete Proxy Statement, we have
provided for your convenience a brief overview of the issues to be voted on.
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Q WHY IS A SHAREHOLDER
MEETING BEING HELD?
A The Van Kampen Senior
Income Trust is traded on a nationally recognized stock exchange and is required
to hold an annual meeting of shareholders.
Q WHAT PROPOSAL WILL BE
VOTED ON?
A You are being asked to elect
nominees for the Board of Trustees.
Q WILL MY VOTE MAKE
A DIFFERENCE?
A Yes, your vote is important
and will make a difference no matter how many shares you own. We encourage all
shareholders to participate in the governance of their Fund.
Q HOW DOES THE BOARD OF
TRUSTEES RECOMMEND THAT I VOTE?
A The Board recommends
that you vote "FOR ALL" of the nominees on the enclosed proxy card.
Q 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
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Please vote on each issue using blue or black ink to mark an X in one of the
boxes provided on the proxy card.
ELECTION OF TRUSTEES - mark "FOR ALL," "WITHHOLD" or "FOR ALL EXCEPT."
To withhold authority to vote for any one or more individual nominee(s), check
"FOR ALL EXCEPT" and write the nominee's name in the line below.
Sign, date and return the proxy card in the enclosed postage-paid envelope. All
registered owners of an account, as shown in the address, must sign the card.
When signing as attorney, trustee, executor, administrator, custodian, guardian
or corporate officer, please indicate your full title.
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE
VAN KAMPEN SENIOR INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
FOR ALL
FOR ALL WITHHOLD EXCEPT
1. Authority to vote [ ] [ ] [ ] 2. To transact such other business as may
for the election as properly come before the Meeting.
Class X Trustees
the nominees named
below:
XXXXXXXXX, XXXXXXXXX, XXXXXXXXX
To withhold authority to vote for any one or more
individual nominee check "For All Except" and write
the
nominee's name on the line below.
----------------------------------
Please be sure to sign and date this Proxy, Date
Shareholder sign here Co-owner sign here
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SAMPLE
VAN KAMPEN SENIOR INCOME TRUST
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
TELEPHONE (800) 341-2929
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 2006
Notice is hereby given to the holders of common shares of beneficial interest
("Common Shares") and holders of preferred shares of beneficial interest
("Preferred Shares") of the Van Kampen Senior Income Trust (the "Fund") that the
Annual Meeting of Shareholders of the Fund (the "Meeting") will be held at the
offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace,
Illinois 60181-5555, on Friday, June 23, 2006 at 9:30 a.m., for the following
purposes:
1. To elect:
(a) two Class I Trustees, each by the holders of Common Shares of the Fund, to
each serve for a two year term or until a successor shall have been duly
elected and qualified;
(b) 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, to each serve for
a three year term or until a successor share have been duly elected and
qualified;
(c) two Class III Trustees, each by holders of the Common Shares of the Fund,
to each serve for a one 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 Preferred Shares of the Fund at the
close of business on May 12, 2006 are entitled to notice of and to vote at the
Meeting and any adjournment thereof.
By order of the Board of Trustees
Lou Anne McInnis,
Assistant Secretary
May 19, 2006
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT AND SEMI-
ANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE
DIRECTED TO THE FUND BY CALLING 1-800-341-2929 (TDD USERS MAY CALL
1-800-421-2833) OR BY WRITING TO THE FUND AT 1 PARKVIEW PLAZA, PO BOX 5555,
OAKBROOK TERRACE, ILLINOIS 60181-5555.
SHAREHOLDERS OF THE FUND ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED PROXY CARD, DATE AND SIGN SUCH PROXY CARD(S), AND RETURN IT 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 the Fund recommends that you cast your vote:
- FOR ALL of the nominees for the Board of Trustees listed in the Proxy
Statement.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
PROXY STATEMENT
VAN KAMPEN SENIOR INCOME TRUST
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
TELEPHONE (800) 341-2929
ANNUAL MEETING OF SHAREHOLDERS
JUNE 23, 2006
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INTRODUCTION
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This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Trustees" or the "Board") of the Van Kampen Senior
Income Trust (the "Fund") of proxies to be voted at an Annual Meeting of
Shareholders of the Fund, and all adjournments thereof (the "Meeting"), to be
held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook
Terrace, Illinois 60181-5555, on Friday, June 23, 2006, at 9:30 a.m. The Meeting
will be an annual meeting for the Fund. The approximate mailing date of this
Proxy Statement and accompanying form of proxy is May 24, 2006.
Participating in the Meeting are holders of common shares of beneficial
interest (the "Common Shares") and the holders of preferred shares of beneficial
interest (the "Preferred Shares") of the Fund. The Common Shares and the
Preferred Shares of the Fund are sometimes referred to herein as the "Shares."
The purpose of the Meeting is to permit holders of the Fund's Common Shares to
elect six Trustees and the holders of the Fund's Preferred Shares to elect one
Trustee.
The Board has fixed the close of business on May 12, 2006 as the record date
(the "Record Date") for the determination of holders of Common Shares and
holders of Preferred Shares of the Fund entitled to vote at the Meeting.
Shareholders of the 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. At the close of business on May 12, 2006,
there were issued and outstanding 180,010,000 Common Shares and 28,000 Preferred
Shares of the Fund.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
AND SEMI-ANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD
BE DIRECTED TO THE FUND BY CALLING 1-800-341-2929 (TDD USERS MAY CALL
1-800-421-2833) OR BY WRITING TO THE FUND AT 1 PARKVIEW PLAZA, PO BOX 5555,
OAKBROOK TERRACE, ILLINOIS 60181-5555.
VOTING AND SHAREHOLDER APPROVAL
With respect to Proposal 1(a) through (c), as described in the Notice, holders
of Common Shares and Preferred Shares 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 the Fund present at the Meeting in
person or by proxy is required to elect each nominee for Trustee of the Fund
designated to be elected by the holders of the Common Shares of the 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
the Fund designated to be elected by the holders of the Preferred Shares of the
Fund. Election by plurality means those persons who receive the highest number
of votes cast "FOR" up to the total number of persons to be elected as Trustees
at the Meeting shall be elected. There is no cumulative voting with respect to
the election of Trustees.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE "FOR ALL"
OF THE NOMINEES FOR THE BOARD OF TRUSTEES LISTED IN THE PROXY STATEMENT.
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 the election of Trustees,
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 the Fund entitled to vote must be present in person or by proxy to
have a quorum for the Fund to conduct business at the Meeting. Abstentions and
broker non-votes will be deemed present for quorum purposes.
Shareholders who execute proxies may revoke them at any time before they are
voted by filing with the Fund a written notice of revocation, by delivering a
duly executed proxy bearing a later date or by attending the Meeting and voting
in person.
The Fund knows of no business other than the election of Trustees that will be
presented for consideration at the Meeting. If any other matters are properly
presented, it is the intention of the persons named on the enclosed proxy to
vote proxies in accordance with their best judgment. In the event a quorum is
present at the Meeting but sufficient votes to approve any of the proposals are
not received, proxies (including abstentions and broker non-votes) would be
voted in favor of one or more adjournments of the Meeting to permit further
solicitation of proxies, provided they determine that such an adjournment and
additional solicitation is reasonable and in the interest of
2
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
Van Kampen Asset Management serves as investment adviser to the Fund (the
"Adviser"). The principal business address of the Adviser is 1221 Avenue of the
Americas, New York, New York 10020. The Adviser is a wholly owned subsidiary of
Van Kampen Investments Inc. ("Van Kampen"). Van Kampen is one of the nation's
largest investment management companies, with more than $111 billion in assets
under management or supervision as of April 30, 2006. Van Kampen is a wholly
owned subsidiary of Morgan Stanley.
OTHER SERVICE PROVIDERS
The Fund has entered into an administration agreement and a legal services
agreement with Van Kampen. Van Kampen's principal business address is 1221
Avenue of the Americas, New York, New York 10020.
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BACKGROUND ON PROPOSAL 1
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NOMINATION OF TRUSTEES
The business and affairs of the Fund are managed under the direction of the
Fund's Board of Trustees. The tables below list the five incumbent Trustees and
five new nominees for Trustee. A Trustee serves until reaching his/her
retirement age or until a successor has been duly elected and qualified. All
nominees have consented to being named in this Proxy Statement and have agreed
to serve if elected.
Five new Trustees are to be elected at the Meeting. Holders of Common Shares
will vote with respect to five new nominees: Jerry D. Choate (as a Class I
Trustee), Linda Hutton Heagy (as a Class II Trustee), R. Craig Kennedy (as a
Class III Trustee), Jack E. Nelson (as a Class III Trustee) and Suzanne H.
Woolsey (as a Class I Trustee). It is the intention of the persons named in the
enclosed proxy to vote the Common Shares represented by them for the election of
the respective nominees listed unless the proxy is marked otherwise.
The five new nominees for Trustee proposed for the Fund reflect an effort to
combine the Trustees of the Fund with the Trustees/Directors of boards of other
Van Kampen funds managed by the Adviser. The incumbent Trustees of the Fund
already serve as Trustees of the Fund and Trustees/Directors of these other Van
Kampen funds; the five new nominees already serve as Trustees/Directors of other
Van Kampen funds and seek shareholder election at this Meeting to serve as
3
Trustees of the Fund. The incumbent Trustees (and the nominees) believe that the
addition of these five new Trustees will create efficiencies and improve the
effectiveness of the Trustees' oversight of the Fund, as well as other Van
Kampen funds, and the funds' management. The incumbent Trustees reviewed
shareholder benefits and costs (as well as benefits and costs to the management
company) of combining the Trustees/Directors of other Van Kampen funds into one
board versus other alternatives to one board, including maintaining the status
quo. The incumbent Trustees reviewed shareholder benefits in light of the
changing environment for corporate governance. The incumbent Trustees considered
the benefits of a combined board to include, among other things: increased
number of independent board members compared to interested board members;
greater efficiency and effectiveness in overseeing similarly-situated funds and
service providers; broader experience, knowledge, diversity and expertise among
board members; experienced board members at future retirements of other board
members; and improved efficiencies among management resources. The incumbent
Trustees considered their goals on behalf of the Fund in pursuing a combination,
their current relationship with management and the anticipated post-combination
relationship with management, the qualitative and quantitative effects of a
board combination on the Trustees, and efficiencies and improved effectiveness
that may be achieved at the Fund level, board level, management level and among
third-party service providers. After reviewing these considerations, the
incumbent Trustees concluded that addition of these five new Trustees is likely
to benefit the shareholders of the Fund. As discussed below, if the nominees are
elected, the existing committees of the Board may be changed to better align the
Board committees of the Fund with the Board committees of other Van Kampen
funds.
As in the past, only one class of incumbent Trustees is being submitted to
shareholders of the Fund for election at the Meeting, however, all of the new
nominees for Trustees are being submitted to shareholders of the Fund for
election at the Meeting. The Declaration of Trust of the Fund provides that the
Board of Trustees shall consist of Trustees divided into three classes, the
classes to be as nearly equal in number as possible. The Trustees of only one
class are elected at each annual meeting so that the regular term of only one
class of Trustees will expire annually and any particular Trustee stands for
election only once in each three-year period. Consistent with the foregoing,
only one class of incumbent Trustees is up for election for the Fund; however,
each of the new nominees for Trustee is up for election this year with staggered
terms so that the new Trustees are divided into the existing three classes as
nearly equal in number as possible. This type of classification may prevent
replacement of a majority of Trustees of the Fund for up to a two-year period.
The foregoing is subject to the provisions of the Investment Company Act of
1940, as amended (the "1940 Act"), Massachusetts state law, the Fund's
Declaration of Trust and the Fund's Bylaws.
4
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PROPOSAL 1: ELECTION OF TRUSTEES
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Trustees are to be elected by shareholders at the Meeting in the following
manner:
(a) two Class I Trustees are to be elected at the Meeting, each 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 will
vote with respect to two Class I Trustees: Jerry D. Choate and Suzanne H.
Woolsey. It is the intention of the persons named in the enclosed proxy to vote
the Shares represented by them for the election of the respective nominees
listed unless the proxy is marked otherwise.
(b) three Class II Trustees are to be elected at the Meeting, each to serve
until the later of the Fund's Annual Meeting of Shareholders in 2009 or until a
successor has been duly elected and qualified. Holders of Common Shares, voting
as a separate class, will vote with respect to two Class II Trustees designated
to be elected by such class of shares: Linda Hutton Heagy and Wayne W. Whalen.
Holders of Preferred Shares, voting as a separate class, will vote with respect
to one Class II Trustee designated to be elected by such class of shares: Rod
Dammeyer. 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) two Class III Trustees are to be elected at the Meeting, each to serve
until the later of the Fund's Annual Meeting of Shareholders in 2007 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 designated
to be elected by such class of shares: Jack E. Nelson and R. Craig Kennedy. 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.
5
INFORMATION REGARDING INCUMBENT TRUSTEES AND NOMINEES FOR ELECTION AS TRUSTEE
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, Van Kampen Funds Inc.,
Van Kampen Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor
Services, Inc. The term "Fund Complex" includes each of the investment companies
advised by the Adviser as of the date of this Proxy Statement.
INDEPENDENT NEW NOMINEES FOR 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
Jerry D. Choate(1) (67) N/A N/A Prior to January 1999, Chairman and Chief 65+
33971 Selva Road Executive Officer of the Allstate
Suite 130 Corporation ("Allstate") and Allstate
Dana Point, CA 92629 Insurance Company. Prior to January 1995,
President and Chief Executive Officer of
Allstate. Prior to August 1994, various
management positions at Allstate.
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.
6
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
Linda Hutton Heagy(2) (57) N/A N/A Managing Partner of Heidrick & Struggles, 65+
Heidrick & Struggles an executive search firm. Trustee on the
233 South Wacker Drive University of Chicago Hospitals Board,
Suite 7000 Vice Chair of the Board of the YMCA of
Chicago, IL 60606 Metropolitan Chicago and a member of the
Women's Board of the University of
Chicago. Prior to 1997, Partner of Ray &
Berndtson, Inc., an executive recruiting
firm. Prior to 1996, Trustee of The
International House Board, a fellowship
and housing organization for international
graduate students. Prior to 1995,
Executive Vice President of ABN AMRO,
N.A., a bank holding company. Prior to
1990, Executive Vice President of The
Exchange National Bank.
R. Craig Kennedy(3) (54) N/A N/A Director and President of the German 65+
1744 R Street, N.W. Marshall Fund of the United States, an
Washington, D.C. 20009 independent U.S. foundation created to
deepen understanding, promote
collaboration and stimulate exchanges of
practical experience between Americans and
Europeans. Formerly, advisor to the Dennis
Trading Group Inc., a managed futures and
option company that invests money for
individuals and institutions. Prior to
1992, President and Chief Executive
Officer, Director and member of the
Investment Committee of the Joyce
Foundation, a private foundation.
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
R. Craig Kennedy(3) (54) Trustee/Director/Managing
1744 R Street, N.W. General Partner of funds in
Washington, D.C. 20009 the Fund Complex.
7
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Jack E. Nelson(3) (70) N/A N/A President of Nelson Investment Planning 65+
423 Country Club Drive Services, Inc., a financial planning
Winter Park, FL 32789 company and registered investment adviser
in the State of Florida. President of
Nelson Ivest Brokerage Services Inc., a
member of the NASD, Securities Investors
Protection Corp. and the Municipal
Securities Rulemaking Board. President of
Nelson Sales and Services Corporation, a
marketing and services company to support
affiliated companies.
Suzanne H. Woolsey, N/A N/A Chief Communications Officer of the 65+
Ph.D.(1) (64) National Academy of Sciences/National
815 Cumberstone Road Research Council, an independent,
Harwood, MD 20776 federally chartered policy institution,
from 2001 to November 2003 and Chief
Operating Officer from 1993 to 2001.
Director of the Institute for Defense
Analyses, a federally funded research and
development center, Director of the German
Marshall Fund of the United States,
Director of the Rocky Mountain Institute
and Trustee of Colorado College. Prior to
1993, Executive Director of the Commission
on Behavioral and Social Sciences and
Education at the National Academy of
Sciences/National Research Council. From
1980 through 1989, Partner of Coopers &
Lybrand.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Jack E. Nelson(3) (70) Trustee/Director/Managing
423 Country Club Drive General Partner of funds in
Winter Park, FL 32789 the Fund Complex.
Suzanne H. Woolsey, Trustee/Director/Managing
Ph.D.(1) (64) General Partner of funds in
815 Cumberstone Road the Fund Complex. Director
Harwood, MD 20776 of Fluor Corp., an
engineering, procurement and
construction organization,
since January 2004 and
Director of Neurogen
Corporation, a
pharmaceutical company,
since January 1998.
8
INDEPENDENT INCUMBENT 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 FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
David C. Arch(1) (60) Trustee Trustee Chairman and Chief Executive Officer of 67
Blistex Inc. since 1998 Blistex Inc., a consumer health care
1800 Swift Drive products manufacturer. Director of the
Oak Brook, IL 60523 Heartland Alliance, a nonprofit
organization serving human needs based
in Chicago. Director of St. Vincent de
Paul Center, a Chicago based day care
facility serving the children of low
income families. Board member of the
Illinois Manufacturers' Association.
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 FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Rod Dammeyer(2)** (65) Trustee Trustee President of CAC, LLC., a private 67
CAC, L.L.C. since 1998 company offering capital investment and
4350 LaJolla Village Drive management advisory services. Prior to
Suite 980 February 2001, Vice Chairman and
San Diego, CA 92122-6223 Director of Anixter International, Inc.,
a global distributor of wire, cable and
communications connectivity products.
Prior to July 2000, Managing Partner of
Equity Group Corporate Investment (EGI),
a company that makes private investments
in other companies.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Rod Dammeyer(2)** (65) Trustee/Director/Managing
CAC, L.L.C. General Partner of funds in
4350 LaJolla Village Drive the Fund Complex. Director
Suite 980 of Quidel Corporation,
San Diego, CA 92122-6223 Stericycle, Inc., Ventana
Medical Systems, Inc., and
GATX Corporation and Trustee
of The Scripps Research
Institute. Prior to January
2005, Trustee of the
University of Chicago
Hospitals and Health
Systems. Prior to April
2004, Director of
TheraSense, Inc. Prior to
January 2004, Director of
TeleTech Holdings Inc. and
Arris Group, Inc. Prior to
May 2002, Director of
Peregrine Systems Inc. Prior
to February 2001, Director
of IMC Global Inc.
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 FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Howard J Kerr(1) (70) Trustee Trustee Prior to 1998, President and Chief 67
14 Huron Trace since 1998 Executive Officer of Pocklington
Galena, IL 61036 Corporation, Inc., an investment holding
company. Director of the Marrow
Foundation.
Hugo F. Sonnenschein(3)** Trustee Trustee President Emeritus and Honorary Trustee 67
(65) since 1998 of the University of Chicago and the
1126 E. 59th Street Adam Smith Distinguished Service
Chicago, IL 60637 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
Howard J Kerr(1) (70) Trustee/Director/Managing
14 Huron Trace General Partner of funds in
Galena, IL 61036 the Fund Complex. Director
of the Lake Forest Bank &
Trust.
Hugo F. Sonnenschein(3)** Trustee/Director/Managing
(65) General Partner of funds in
1126 E. 59th Street the Fund Complex. Director
Chicago, IL 60637 of Winston Laboratories,
Inc.
11
INTERESTED INCUMBENT 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 Trustee Partner in the law firm of Skadden, Arps, Slate, Meagher & 67
333 West Wacker Drive since 1998 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/Nominee for Trustee.
(2) Designated as a Class II Trustee/Nominee for Trustee.
(3) Designated as a Class III Trustee/Nominee for Trustee.
+ If elected, nominee for Trustee would oversee 66 funds in the Fund Complex.
It is anticipated that the five nominees also are to be nominated to join
the Board of Trustees of Van Kampen Senior Loan Fund at its Special Meeting
of Shareholders; thus, if elected to the Fund and Van Kampen Senior Loan
Fund, the nominee for Trustee would oversee 67 funds in the Fund Complex.
N/A--Not applicable to nominees for Trustees.
* 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.
** Messrs. Dammeyer and Sonnenschein are elected by the holders of the Fund's
Preferred Shares.
12
REMUNERATION OF TRUSTEES
The compensation of Trustees and executive officers who are affiliated persons
(as defined in 1940 Act) of the Adviser or Van Kampen is paid by the respective
affiliated entity. The funds in the Fund Complex, including the Fund, pay the
non-affiliated Trustees an annual retainer and meeting fees.
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, the Fund may invest in
securities of those funds selected by the non-affiliated Trustees in order to
match the deferred compensation obligation. The deferred compensation plan is
not funded and obligations thereunder represent general unsecured claims against
the general assets of the Fund.
The Fund has adopted a retirement plan. Under the retirement plan, a
non-affiliated Trustee who is receiving Trustee's compensation from the Fund
prior to such non-affiliated Trustee's retirement, has at least 10 years of
service (including years of service prior to adoption of the retirement plan)
for the Fund and retires at or after attaining the age of 60, is eligible to
receive a retirement benefit each year for ten years following such Trustee's
retirement from the Fund. Non-affiliated Trustees retiring prior to the age of
60 or with fewer than 10 years but more than 5 years of service may receive
reduced retirement benefits from the Fund. Each Trustee has served as a member
of each Fund's Board of Trustees since the year of such Trustee's appointment or
election as set forth in the "Information Regarding Incumbent Trustees and
Nominees for Election as Trustee" section of this Proxy Statement.
Additional information regarding compensation and benefits for incumbent
Trustees is set forth below. As indicated in the notes accompanying the table,
the amounts relate to either the Fund's most recently completed fiscal year
ended
13
July 31, 2005, the Fund Complex's most recently completed calendar year ended
December 31, 2005 or the date of this Proxy Statement.
COMPENSATION TABLE
FUND COMPLEX
------------------------------------------------
AGGREGATE
PENSION OR TOTAL
RETIREMENT AGGREGATE COMPENSATION
AGGREGATE BENEFITS ESTIMATED BEFORE
COMPENSATION ACCRUED ANNUAL DEFERRAL FROM
FROM THE AS PART OF BENEFITS UPON FUND
NAME(1) FUND(2) FUND EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------ ---------------- ------------- -------------
INDEPENDENT TRUSTEES
David C. Arch.................. $17,608 $ 40,874 $105,000 $222,935
Rod Dammeyer................... 17,814 73,108 105,000 222,935
Howard J Kerr.................. 17,814 158,695 103,750 222,935
Hugo F. Sonnenschein........... 17,814 74,118 105,000 222,935
INTERESTED TRUSTEE
Wayne W. Whalen................ 17,814 80,233 105,000 222,935
---------------
(1) Richard F. Powers resigned as a member of the Board of Trustees of the Fund
and other funds in the Fund Complex on September 22, 2005.
(2) The amounts shown in this column are the aggregate compensation payable by
the Fund for its fiscal year ended in July 31, 2005 before deferral by the
Trustees under the deferred compensation plan. The following Trustees
deferred compensation from the Fund during the fiscal year ended July 31,
2005: Mr. Dammeyer, $17,814; Mr. Sonnenschein, $17,814; and Mr. Whalen,
$17,814. The cumulative deferred compensation (including interest) accrued
with respect to each Trustee, including former Trustees, from the Fund as of
the Fund's fiscal year ended July 31, 2005 is as follows: Mr. Dammeyer,
$119,366; Mr. Kerr, $10,423; Mr. Sonnenschein, $123,220; and Mr. Whalen,
$134,492.
(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 2005. The
retirement plan is described above the compensation table.
(4) For each Trustee, this is the sum of the estimated maximum annual benefits
payable by the current (i.e., as of the date of this Proxy Statement)
operating funds in the Fund Complex for each year of the 10-year period
commencing in the year of such Trustee's anticipated retirement. The
retirement plan is described above the compensation table.
(5) The amounts shown in this column are accumulated from the aggregate
compensation of the operating investment companies in the Fund Complex for
the calendar year ended December 31, 2005 before deferral by the Trustees
under the deferred compensation plan. Because the funds in the Fund Complex
have different fiscal year ends, the amounts shown in this column are
presented on a calendar year basis.
BOARD COMMITTEES AND MEETINGS
The Fund's Board of Trustees has one standing committee (an audit and
governance committee). This 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
14
"independent" of the Fund as defined by the New York Stock Exchange, American
Stock Exchange and Chicago Stock Exchange listing standards.
The Board's audit committee consists of Messrs. Arch, Dammeyer, Kerr and
Sonnenschein. In addition to being Independent Trustees as defined above, each
of these Trustees also meets the additional independence requirements for audit
committee members as defined by the New York Stock Exchange, American Stock
Exchange and Chicago Stock Exchange listing standards. The audit committee makes
recommendations to the Board of Trustees concerning the selection of the Fund's
independent public auditors, reviews with such auditors the scope and results of
the Fund's annual audit and considers any comments which the auditors may have
regarding the Fund's financial statements, books of account or internal
controls. The Board of Trustees has adopted a formal written charter for the
audit committee which sets forth the audit committee's responsibilities. The
audit committee has reviewed and discussed the financial statements of the Fund
with management as well as with the independent auditors of the Fund, and
discussed with the independent auditors 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 auditors
required under Independence Standards 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 the Fund that the Fund's
audited financial statements be included in the Fund's annual report to
shareholders for the most recent fiscal year for filing with the Securities and
Exchange Commission ("SEC"). The Fund's audit committee financial expert is Mr.
Dammeyer.
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 the Fund
was attached as Annex A to the Fund's 2004 Proxy Statement.
The Board's governance committee consists of Messrs. Arch, Dammeyer, Kerr and
Sonnenschein. 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 Fund select and nominate any
15
other nominee Independent Trustees for the respective Fund. While the
Independent Trustees of the Fund expect to be able to continue to identify from
their own resources an ample number of qualified candidates for the Board of
Trustees as they deem appropriate, they will consider nominations from
shareholders to the Board. Nominations from shareholders should be in writing
and sent to the Independent Trustees as described below.
In accordance with proxy rules promulgated by the SEC, a fund's nominating
committee charter is required to be filed at least once every three years as an
exhibit to a fund's proxy statement. The governance committee charter for the
Fund, which includes the Fund's nominating policies, was attached as Annex B to
the Fund's 2004 Proxy Statement.
During the fiscal year ended July 31, 2005, the Board of Trustees of the Fund
held 16 meetings. During the Fund's last fiscal year, the audit and governance
committee held 4 meetings. During the last fiscal year, each of the Trustees of
the Fund during the period such Trustee served as a Trustee attended at least
75% of the meetings of the Board of Trustees and all committee meetings thereof
of which such Trustee was a member.
If the new nominees are elected to the Board, it is anticipated that the Board
will change its committee structure to better align the Board committees of the
Fund with the Board committees of the other Van Kampen funds that are overseen
by the same Trustees. Accordingly, the Board is expected to split the current
audit and governance committee into two separate standing committees of the
Board. The membership of the audit committee would be changed to include Messrs.
Choate, Dammeyer and Kennedy. The membership of the governance committee would
be changed to include Messrs. Arch, Kerr and Nelson. A new committee, entitled
the brokerage and services committee, would be created and its members would
include Mesdames Heagy and Woolsey and Mr. Sonnenschein. The brokerage and
services committee would review the Fund's allocation of brokerage transactions,
if any, and review transfer agency and shareholder servicing arrangements. If
structured in this way, all committees of the Fund would be comprised of
"Independent Trustees" as defined above.
SHAREHOLDER COMMUNICATIONS
Shareholders may send communications to the Fund's Board of Trustees.
Shareholders should send communications intended for the Board by addressing the
communication directly to the Board (or individual Board members) and/or
otherwise clearly indicating in the salutation that the communication is for the
Board (or individual Board members) and by sending the communication to either
the Fund's office or directly to such Board member(s) at the address specified
for such Trustee above. Other shareholder communications received by the Fund
not directly addressed and sent to the Board will be reviewed and generally
responded to by management, and will be forwarded to the Board only at
management's discretion based on the matters contained therein.
16
SHAREHOLDER APPROVAL
With respect to this proposal, the holders of Common Shares and Preferred
Shares, 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 the affirmative vote of a plurality of the Preferred
Shares of the 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.
17
--------------------------------------------------------------------------------
OTHER INFORMATION
--------------------------------------------------------------------------------
EXECUTIVE OFFICERS OF THE FUND
The following information relates to the executive officers of the Fund. Each
officer also serves in the same capacity for all or a number of the other
investment companies advised by the Adviser as of the date of this Proxy
Statement. The officers of the Fund are appointed annually by the Trustees and
serve for one year or until their respective successors are chosen and
qualified. The Fund's officers receive no compensation from the Fund but may
also be officers of the Adviser or officers of affiliates of the Adviser and
receive compensation in such capacities.
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS
Ronald E. Robison (67) President and Officer President of funds in the Fund Complex since September 2005
1221 Avenue of the Americas Principal since 2003 and Principal Executive Officer of funds in the Fund Complex
New York, NY 10020 Executive Officer since May 2003. Managing Director of Van Kampen Advisors
Inc. since June 2003. Director of Investor Services since
September 2002. Director of the Adviser, Van Kampen
Investments and Van Kampen Exchange Corp. since January
2005. Managing Director of Morgan Stanley and Morgan Stanley
& Co. Incorporated. Managing Director and Director of Morgan
Stanley Investment Management Inc. Chief Administrative
Officer, Managing Director and Director of Morgan Stanley
Investment Advisors Inc. and Morgan Stanley Services Company
Inc. and Managing Director and Director of Morgan Stanley
Distributors Inc. and Morgan Stanley Distribution Inc. Chief
Executive Officer and Director of Morgan Stanley Trust.
Executive Vice President and Principal Executive Officer of
the Institutional and Retail Morgan Stanley Funds. Director
of Morgan Stanley SICAV. Previously Chief Global Operations
Officer of Morgan Stanley Investment Management Inc. and
Executive Vice President of funds in the Fund Complex from
May 2003 to September 2005.
Howard Tiffen (57) Vice President Officer Managing Director of the Adviser and Van Kampen Advisors
1 Parkview Plaza since 2000 Inc. Vice President of the senior loan funds advised by the
Oakbrook Terrace, IL 60181 Adviser. Prior to 1999, senior portfolio manager for Pilgrim
Investments. Associate of and a member of the Economic Club
of Chicago.
18
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS
Amy R. Doberman (44) Vice President Officer Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas since 2004 Management; Managing Director of Morgan Stanley Investment
New York, NY 10020 Management, Inc., Morgan Stanley Investment Advisers Inc.
and the Adviser. Vice President of the Morgan Stanley
Institutional and Retail Funds since July 2004 and Vice
President of funds in the Fund Complex as of August 2004.
Previously, Managing Director and General Counsel of
Americas, UBS Global Asset Management from July 2000 to July
2004 and General Counsel of Aeltus Investment Management,
Inc from January 1997 to July 2000.
Stefanie V. Chang (39) Vice President and Officer Executive Director of Morgan Stanley Investment Management
1221 Avenue of the Americas Secretary since 2003 Inc. Vice President and Secretary of funds in the Fund
New York, NY 10020 Complex.
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
Oakbrook Terrace, IL 60181 Director of Van Kampen Investments, the Adviser, Van Kampen
Advisors Inc. and certain other subsidiaries of Van Kampen
Investments, Vice President, Chief Financial Officer and
Treasurer of funds in the Fund Complex 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 (42) Chief Financial Officer Executive Director of Morgan Stanley Investment Management
1 Parkview Plaza Officer and since 2005 Inc. since June 2005. Chief Financial Officer and Treasurer
Oakbrook Terrace, IL 60181 Treasurer of 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.
19
SHAREHOLDER INFORMATION
Excluding deferred compensation balances as described in the Compensation
Table, as of May 12, 2006, each incumbent Trustee and nominee for Trustee
beneficially owned equity securities of the Fund and other funds in the Fund
Complex overseen by the Trustees in the dollar range amounts as specified below.
TRUSTEE/NOMINEE BENEFICIAL OWNERSHIP OF SECURITIES
INDEPENDENT TRUSTEES/NOMINEES
TRUSTEE/NOMINEE
-------------------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
---- ------ -------- ----- ------- ---- ------ ------------ -------
Dollar range of
equity securities in
the Fund............ None None None None None None None $1- None
$10,000
Aggregate dollar
range of equity
securities in all
registered
investment companies
overseen by Trustee/
Nominee in Fund
Complex............. $50,001- $1- over $50,001- over $1- $1- $50,001- $10,001-
$100,000 $10,000 $100,000 $100,000 $100,000 $10,000 $10,000 $100,000 $50,000
INTERESTED TRUSTEE
TRUSTEE
--------
WHALEN
------
Dollar range of equity securities in the Fund......... $1-
$10,000
Aggregate dollar range of equity securities in all
registered investment companies overseen by Trustee
in Fund Complex..................................... over
$100,000
Including deferred compensation balances as described in the Compensation
Table, as of May 12, 2006, each incumbent Trustee and nominee for Trustee owned
the dollar ranges of amounts of the Fund and other funds in the Fund Complex as
specified below.
20
TRUSTEE/NOMINEE BENEFICIAL OWNERSHIP AND DEFERRED COMPENSATION
INDEPENDENT TRUSTEES/NOMINEES
TRUSTEE/NOMINEE
-----------------------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
---- ------ -------- ----- ------- ---- ------ ------------ -------
Dollar range of
equity securities
and deferred
compensation in the
Fund................ None None None over None over None over None
$100,000 $100,000 $100,00
Aggregate dollar
range of equity
securities and
deferred
compensation in all
registered
investment companies
overseen by Trustee/
Nominee in Fund
Complex............. $50,001- over over over over over over over $10,001-
$100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $50,000
INTERESTED TRUSTEE
TRUSTEE
--------
WHALEN
------
Dollar range of equity securities and deferred
compensation in the Fund........................... over
$100,000
Aggregate dollar range of equity securities and
deferred compensation in all registered investment
companies overseen by Trustee in Fund Complex...... over
$100,000
As of May 12, 2006, to the knowledge of the Fund, no shareholder owned
beneficially more than 5% of a class of the Fund's outstanding Common Shares.
As of May 12, 2006, the following Trustees beneficially owned Common Shares of
the Fund, in the amounts shown: Mr. Sonnenschein, 793 Common Shares; and Mr.
Whalen, 500 Common Shares.
As of May 12, 2006, the Trustees and executive officers of the Fund
individually and as a group owned less than 1% of the outstanding Common Shares
of the Fund.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934, as amended, require the Fund's Trustees, officers, Adviser, affiliated
21
persons of the Adviser and persons who own more than 10% of a registered class
of the Fund's equity securities to file forms with the SEC and the New York
Stock Exchange reporting their affiliation with the Fund and reports of
ownership and changes in ownership of shares of the Fund. These persons and
entities are required by SEC regulation to furnish the Fund with copies of all
such forms they file. Based on a review of these forms furnished to the Fund,
the Fund believes that during its last fiscal year, its Trustees, officers, the
Adviser and affiliated persons of the Adviser complied with the applicable
filing requirements.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees of the Fund, including a majority of the Trustees who
are not "interested persons" of the Fund (as defined by the 1940 Act), has
selected Deloitte & Touche LLP ("D&T") as the independent registered public
accounting firm to examine the financial statements for the current fiscal year
of the Fund. The selection of D&T for the current fiscal year was recommended
and approved by the Fund's audit committee and approved by the Fund's Board. The
Fund knows of no direct or indirect financial interest of D&T in the Fund.
AUDIT AND OTHER FEES
The Fund and certain "covered entities" were billed the following amounts by
D&T during the Fund's most recent two fiscal years.
FISCAL YEAR ENDED JULY 31, 2005
NON-AUDIT FEES
--------------------------------------
AUDIT AUDIT- ALL TOTAL
ENTITY FEES RELATED TAX OTHER NON-AUDIT TOTAL
------ ----- ------- --- ----- --------- -----
Fund................. $73,550 $ 10,000(2) $2,400(4) $0 $ 12,400 $ 85,950
Covered
Entities(1)........ N/A $321,000(3) $ 0 $0 $321,000 $321,000
FISCAL YEAR ENDED JULY 31, 2004
NON-AUDIT FEES
--------------------------------------
AUDIT AUDIT- ALL TOTAL
ENTITY FEES RELATED TAX OTHER NON-AUDIT TOTAL
------ ----- ------- --- ----- --------- -----
Fund................. $72,780 $ 21,500(5) $2,300(4) $0 $ 23,800 $ 96,580
Covered
Entities(1).......... N/A $230,000(3) $ 0 $0 $230,000 $230,000
---------------
(1) Covered Entities include the Adviser and any entity controlling, controlled
by or under common control with the Adviser that provides ongoing services
to the Fund.
22
(2) Audit-Related Fees represent agreed upon procedures related to the
maintenance of preferred shares of the Fund.
(3) Audit-Related Fees represent assurance and related services provided that
are reasonably related to the performance of the audit of the financial
statements of the Covered Entities and funds advised by the Adviser or its
affiliates, specifically attestation services provided in connection with a
SAS 70 Report.
(4) Tax Fees represent tax advice and compliance services provided in connection
with the review of the Fund's tax return.
(5) Audit-Related Fees represent agreed upon procedures, and letters provided to
underwriters related to the offering, issuance and maintenance of preferred
shares by the Fund.
The audit committee of the Board has considered whether the provision of non-
audit services performed by D&T to the Fund and "covered entities" is compatible
with maintaining D&T's independence in performing audit services. 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 Fund. 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 filed as Annex A to the Fund's 2004 Proxy Statement.
Representatives of D&T will attend the Meeting, will have the opportunity to
make a statement if they desire to do so and will be available to answer
appropriate questions.
EXPENSES
The Fund will bear the expense of preparing, printing and mailing the enclosed
form of proxy, the accompanying Notice and this Proxy Statement and all other
costs, in connection with the solicitation of proxies. The Fund will also
reimburse banks, brokers and others for their reasonable expenses in forwarding
proxy solicitation material to the beneficial owners of the shares of the Fund.
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 Fund, the Adviser or Van Kampen, by the transfer agents
of the Fund, by dealers or their representatives or by Computershare Fund
Services, a solicitation firm that may be engaged to assist in proxy
solicitation at an estimated cost of approximately $2,000.
23
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 Fund a reasonable
time before a solicitation is made. Shareholder proposals intended to be
presented at the year 2007 Annual Meeting of Shareholders for the 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 24, 2007. In order for proposals made outside of Rule 14a-8 under the
Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c) under
the Exchange Act, such proposals must be received by the Fund at the Fund's
principal executive offices not later than April 10, 2007. Timely submission of
a proposal does not necessarily mean that such proposal will be included. Any
shareholder who wishes to submit a proposal for consideration at a meeting of
the Fund should send such proposal to the Fund at 1 Parkview Plaza, PO Box 5555,
Oakbrook Terrace, Illinois 60181-5555.
GENERAL
Management of the Fund does not intend to present and does not have reason to
believe that others will present any other items of business at the Meeting.
However, if other matters are properly presented to the Meeting for a vote, the
proxies will be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.
A list of shareholders of the Fund entitled to be present and vote at the
Meeting will be available at the offices of the Fund, 1 Parkview Plaza, Oakbrook
Terrace, Illinois 60181-5555, for inspection by any shareholder during regular
business hours for ten days prior to the date of the Meeting.
Failure of a quorum to be present at the Meeting for the Fund may necessitate
adjournment and may subject the Fund to additional expense.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Lou Anne McInnis,
Assistant Secretary
May 19, 2006
24
[VAN KAMPEN INVESTMENTS LOGO]
VVR 06
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZVKS32
PROXY
VAN KAMPEN SENIOR INCOME TRUST
ANNUAL 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 John L. Sullivan, Lou
Anne McInnis and Elizabeth A. Nelson and each of them or their respective
designees,with full power of substitution and revocation, as proxies to
represent the undersigned at the 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, June 23, 2006 at 9:30 a.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 instructions
indicated herein.
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 PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 23, 2006.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE
HAS YOUR ADDRESS CHANGED?
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
VAN KAMPEN
SENIOR INCOME TRUST
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZVKS31
PLEASE MARK
[X] VOTES AS IN 3298
THIS EXAMPLE
1(a) Authority to vote for the election ---------------------------------
as Class I Trustees, the nominees VAN KAMPEN
named below: SENIOR INCOME TRUST
---------------------------------
CLASS I TRUSTEES: (01) JERRY D. CHOATE
AND (02) SUZANNE H. WOOLSEY 2. To transact such other
business as may properly
FOR ALL [ ] [ ] WITH- come before the Meeting.
NOMINEES HOLD
Mark box at right if an [ ]
FOR ALL address change has been
EXCEPT [ ] _______________________ noted on the reverse side of
TO WITHHOLD AUTHORITY TO this card.
VOTE SIDE OF THIS CARD
FOR ANY INDIVIDUAL NOMINEE, THE UNDERSIGNED HEREBY
CHECK "FOR ALL EXCEPT" AND ACKNOWLEDGES RECEIPT OF THE
WRITE THE NOMINEE'S NAME ACCOMPANYING NOTICE OF
ON THE LINE ABOVE. MEETING AND PROXY STATEMENT
FOR THE MEETING TO BE HELD
(b) Authority to vote for the election as ON JUNE 23, 2006.
Class II Trustees, the nominees named
below: Please sign this Proxy exactly
as your name or names appear
CLASS II TRUSTEES: (03) LINDA HUTTON on the books of the Fund.
HEAGY AND (04) WAYNE W. WHALEN When signing as attorney,
trustee, executor,
FOR ALL [ ] [ ] WITH- administrator, custodian,
NOMINEES HOLD guardian or corporate
officer, please give full
FOR ALL title. If Common Shares are
EXCEPT [ ] _______________________ held jointly, each holder
TO WITHHOLD AUTHORITY TO must sign.
VOTE SIDE OF THIS CARD
FOR ANY INDIVIDUAL NOMINEE,
CHECK "FOR ALL EXCEPT" AND
WRITE THE NOMINEE'S NAME
ON THE LINE ABOVE.
(c) Authority to vote for the election as
Class III Trustees, the nominees listed
below:
CLASS III TRUSTEES: (05) JACK E. NELSON
AND (06) R. CRAIG KENNEDY
FOR ALL [ ] [ ] WITH-
NOMINEES HOLD
FOR ALL
EXCEPT [ ] _______________________
TO WITHHOLD AUTHORITY TO
VOTE SIDE OF THIS CARD
FOR ANY INDIVIDUAL NOMINEE,
CHECK "FOR ALL EXCEPT" AND
WRITE THE NOMINEE'S NAME
ON THE LINE ABOVE.
Shareholder Co-owner
Signature: ____________ Date: ______ Signature: ____________ Date: ______