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 140.12a-12 14a-12
VAN KAMPEN BOND FUND
(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 2005 --
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IMPORTANT NOTICE
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TO VAN KAMPEN
BOND FUND SHAREHOLDERS
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QUESTIONS & ANSWERS
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Although we recommend that you read the complete Joint Proxy Statement, we have
provided for your convenience a brief overview of the issues to be voted on.
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Q WHY IS A SHAREHOLDER
MEETING BEING HELD?
A The Van Kampen Bond
Fund is traded on a nationally recognized stock exchange and is required to hold
an annual meeting of shareholders.
Q WHAT PROPOSAL WILL BE
VOTED ON?
A You are being asked to elect
nominees for the Board of Trustees.
Q WILL MY VOTE MAKE
A DIFFERENCE?
A Yes, your vote is important
and will make a difference no matter how many shares you own. We encourage all
shareholders to participate in the governance of their 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 HOW DO I VOTE MY PROXY?
A You may cast your vote by
mail, phone or internet. To vote by mail, please mark your vote on the enclosed
proxy card and sign, date and return the card in the postage-paid envelope
provided. If you choose to vote via phone or internet, please refer to the
instructions found on the proxy card accompanying this Proxy Statement. To vote
by phone or internet, you will need the "control number" that appears on the
proxy card.
Q 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 BOND FUND
ANNUAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
FOR ALL
FOR ALL WITHHOLD EXCEPT
1x. Authority to vote [ ] [ ] [ ] 2. To transact such other business as may
for the election as properly come before the Meeting.
Class X Trustees
the nominees named
below:
XXXXXXXXX, XXXXXXXXX, XXXXXXXXX
To withhold authority to vote for any one or more
individual nominee check "For All Except" and write
the
nominee's name on the line below.
----------------------------------
Please be sure to sign and date this Proxy, Date
Shareholder sign here Co-owner sign here
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SAMPLE
VAN KAMPEN BOND FUND
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
TELEPHONE (800) 341-2929
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 22, 2005
Notice is hereby given to the holders of common shares of beneficial interest
("Common Shares") of the Van Kampen Bond Fund (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 Wednesday, June 22, 2005, at 11:30 a.m., for the following
purposes:
1. To elect four Class I trustees, each by the holders of
Common Shares of the Fund, to each serve for a three year
term or until a successor shall have been duly elected and
qualified.
2. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Holders of record of the Common Shares the Fund at the close of business on
April 25, 2005 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 20, 2005
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. YOU MAY ALSO RECORD YOUR VOTING INSTRUCTIONS BY
TELEPHONE OR VIA THE INTERNET.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR
VIA THE INTERNET.
The Board of Trustees of the Fund recommends that you cast your vote:
- FOR ALL of the nominees for the Board of Trustees listed in the Proxy
Statement.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
PROXY STATEMENT
VAN KAMPEN BOND FUND
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
TELEPHONE (800) 341-2929
ANNUAL MEETING OF SHAREHOLDERS
JUNE 22, 2005
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Trustees" or the "Board") of the Van Kampen Bond Fund
(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 Wednesday, June 22, 2004, at 11:30 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, 2005.
Participating in the Meeting are holders of common shares of beneficial
interest (the "Common Shares") of the Fund. The purpose of the Meeting is to
permit holders of the Fund's Common Shares to elect four Trustees.
The Board has fixed the close of business on April 25, 2005 as the record date
(the "Record Date") for the determination of holders of Common Shares of the
Fund entitled to vote at the Meeting. Shareholders of the Fund on the Record
Date are entitled to one vote per Common Share with respect to any proposal
submitted to the shareholders of the Fund, with no Common Share having
cumulative voting rights. At the close of business on April 25, 2005, there were
issued and outstanding 11,362,465 Common Shares of the Fund.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
AND SEMI-ANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD
BE DIRECTED TO THE FUND BY CALLING 1-800-341-2929 (TDD USERS MAY CALL
1-800-421-2833) OR BY WRITING TO THE FUND AT 1 PARKVIEW PLAZA, PO BOX 5555,
OAKBROOK TERRACE, ILLINOIS 60181-5555.
VOTING AND SHAREHOLDER APPROVAL
With respect to the election of Trustees, the affirmative vote of a plurality
of the Common Shares of the Fund present at the Meeting in person or by proxy is
required to elect each nominee for Trustee of the Fund. Election by plurality
means those persons who receive the highest number of votes cast "FOR" up to the
total number of persons to be elected as Trustees at the Meeting shall be
elected. There is no cumulative voting with respect to the election of Trustees.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE "FOR ALL"
OF THE NOMINEES FOR THE BOARD OF TRUSTEES 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
Common Shares of the Fund entitled to vote must be present in person or by proxy
to have a quorum for the Fund to conduct business at the Meeting. Abstentions
and broker non-votes will be 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, by recording later-dated voting
instructions via the internet or automated telephone, or by attending the
Meeting and voting in person.
The Fund knows of no business other than the election of Trustees that will be
presented for consideration at the Meeting. If any other matters are properly
presented, it is the intention of the persons named on the enclosed proxy to
vote proxies in accordance with their best judgment. In the event a quorum is
present at the Meeting but sufficient votes to approve any of the proposals are
not received, proxies (including abstensions 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 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.
2
INVESTMENT ADVISER
Van Kampen Asset Management serves as investment adviser to the Fund (the
"Adviser"). The principal business address of the Adviser is 1221 Avenue of the
Americas, New York, New York 10020. The Adviser is a wholly owned subsidiary of
Van Kampen Investments Inc. ("Van Kampen"). Van Kampen is one of the nation's
largest investment management companies, with more than $97 billion in assets
under management or supervision as of April 30, 2005. Van Kampen is a wholly
owned subsidiary of Morgan Stanley.
PROPOSAL 1: ELECTION OF TRUSTEES
NOMINATION OF TRUSTEES
Four 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 four Class I Trustees: David C. Arch, Jerry D. Choate,
Howard J Kerr and Suzanne H. Woolsey. 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.
As in the past, only one class of trustees is 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. 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"), Delaware state law,
the Fund's Declaration of Trust and the Fund's Bylaws.
3
INFORMATION REGARDING TRUSTEES AND NOMINEES FOR ELECTION AS TRUSTEE
The business and affairs of the Fund are managed under the direction of the
Board of Trustees. The tables below list the incumbent Trustees and nominees for
Trustee, their principal occupations during the last five years, other
directorships held by them and their affiliations, if any, with the Adviser, 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. Trustees of the Fund generally serve three year terms or until their
successors are duly elected and qualified. All nominees have consented to being
named in this Proxy Statement and have agreed to serve if elected.
INDEPENDENT TRUSTEES
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
David C. Arch(1) (59) Trustee Trustee Chairman and Chief Executive Officer 82
Blistex Inc. since 1997 of Blistex Inc., a consumer health
1800 Swift Drive care products manufacturer. Director
Oak Brook, IL 60523 of the Heartland Alliance, a
nonprofit organization serving human
needs based in Chicago. Director of
St. Vincent de Paul Center, a Chicago
based day care facility serving the
children of low income families.
Board member of the Illinois
Manufacturers' Association.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
David C. Arch(1) (59) Trustee/Director/Managing
Blistex Inc. General Partner of funds in
1800 Swift Drive the Fund Complex.
Oak Brook, IL 60523
4
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Jerry D. Choate(1) (66) Trustee Trustee Prior to January 1999, Chairman and 80
33971 Selva Road since 2003 Chief Executive Officer of the
Suite 130 Allstate Corporation ("Allstate") and
Dana Point, CA 92629 Allstate Insurance Company. Prior to
January 1995, President and Chief
Executive Officer of Allstate. Prior
to August 1994, various management
positions at Allstate.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Jerry D. Choate(1) (66) 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.
5
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Rod Dammeyer(2) (64) Trustee Trustee President of CAC, LLC., a private 82
CAC, L.L.C. since 1997 company offering capital investment
4350 LaJolla Village Drive and management advisory services.
Suite 980 Prior to February 2001, Vice Chairman
San Diego, CA 92122-6223 and Director of Anixter
International, Inc., a global
distributor of wire, cable and
communications connectivity products.
Prior to July 2000, Managing Partner
of Equity Group Corporate Investment
(EGI), a company that makes private
investments in other companies.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Rod Dammeyer(2) (64) Trustee/Director/Managing
CAC, L.L.C. General Partner of funds in
4350 LaJolla Village Drive the Fund Complex. Director
Suite 980 of Stericycle, Inc., Ventana
San Diego, CA 92122-6223 Medical Systems, Inc., GATX
Corporation and Trustee of
The Scripps Research
Institute. Prior to January
2005, Director 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. Prior to
July 2000, Director of
Allied Riser Communications
Corp., Matria Healthcare
Inc., Transmedia Networks,
Inc., CNA Surety, Corp. and
Grupo Azcarero Mexico (GAM).
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 FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Linda Hutton Heagy(2) (56) Trustee Trustee Managing Partner of Heidrick & 80
Heidrick & Struggles since 2003 Struggles, an executive search firm.
233 South Wacker Drive Trustee on the University of Chicago
Suite 7000 Hospitals Board, Vice Chair of the
Chicago, IL 60606 Board of the YMCA of Metropolitan
Chicago and a member of the Women's
Board of the University of Chicago.
Prior to 1997, Partner of Ray &
Berndtson, Inc., an executive
recruiting firm. Prior to 1996,
Trustee of The International House
Board, a fellowship and housing
organization for international
graduate students. Prior to 1995,
Executive Vice President of ABN AMRO,
N.A., a bank holding company. Prior
to 1990, Executive Vice President of
The Exchange National Bank.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Linda Hutton Heagy(2) (56) Trustee/Director/Managing
Heidrick & Struggles General Partner of funds in
233 South Wacker Drive the Fund Complex.
Suite 7000
Chicago, IL 60606
7
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
R. Craig Kennedy(3) (53) Trustee Trustee Director and President of the German 80
1744 R Street, N.W. since 2003 Marshall Fund of the United States,
Washington, D.C. 20009 an independent U.S. foundation
created to deepen understanding,
promote collaboration and stimulate
exchanges of practical experience
between Americans and Europeans.
Formerly, advisor to the Dennis
Trading Group Inc., a managed futures
and option company that invests money
for individuals and institutions.
Prior to 1992, President and Chief
Executive Officer, Director and
member of the Investment Committee of
the Joyce Foundation, a private
foundation.
Howard J Kerr(1) (69) Trustee Trustee Prior to 1998, President and Chief 82
736 North Western Avenue since 1997 Executive Officer of Pocklington
P.O. Box 317 Corporation, Inc., an investment
Lake Forest, IL 60045 holding company. Director of the
Marrow Foundation.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
R. Craig Kennedy(3) (53) Trustee/Director/Managing
1744 R Street, N.W. General Partner of funds in
Washington, D.C. 20009 the Fund Complex.
Howard J Kerr(1) (69) Trustee/Director/Managing
736 North Western Avenue General Partner of funds in
P.O. Box 317 the Fund Complex. Director
Lake Forest, IL 60045 of the Lake Forest Bank &
Trust.
8
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Jack E. Nelson(3) (69) Trustee Trustee President of Nelson Investment 80
423 Country Club Drive since 2003 Planning Services, Inc., a financial
Winter Park, FL 32789 planning company and registered
investment adviser in the State of
Florida. President of Nelson Ivest
Brokerage Services Inc., a member of
the NASD, Securities Investors
Protection Corp. and the Municipal
Securities Rulemaking Board.
President of Nelson Sales and
Services Corporation, a marketing and
services company to support
affiliated companies.
Hugo F. Sonnenschein(3) (64) Trustee Trustee President Emeritus and Honorary 82
1126 E. 59th Street since 1997 Trustee of the University of Chicago
Chicago, IL 60637 and the Adam Smith Distinguished
Service Professor in the Department
of Economics at the University of
Chicago. Prior to July 2000,
President of the University of
Chicago. Trustee of the University of
Rochester and a member of its
investment committee. Member of the
National Academy of Sciences, the
American Philosophical Society and a
fellow of the American Academy of
Arts and Sciences.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Jack E. Nelson(3) (69) Trustee/Director/Managing
423 Country Club Drive General Partner of funds in
Winter Park, FL 32789 the Fund Complex.
Hugo F. Sonnenschein(3) (64) Trustee/Director/Managing
1126 E. 59th Street General Partner of funds in
Chicago, IL 60637 the Fund Complex. Director
of Winston Laboratories,
Inc.
9
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Suzanne H. Woolsey, Ph.D.(1) Trustee Trustee Previously Chief Communications 80
(63) since 2003 Officer of the National Academy of
815 Cumberstone Road Sciences/ National Research Council,
Harwood, MD 20776 an independent, federally chartered
policy institution, from 2001 to
November 2003 and Chief Operating
Officer from 1993 to 2001. Director
of the Institute for Defense
Analyses, a federally funded research
and development center, Director of
the German Marshall Fund of the
United States, Director of the Rocky
Mountain Institute and Trustee of
Colorado College. Prior to 1993,
Executive Director of the Commission
on Behavioral and Social Sciences and
Education at the National Academy of
Sciences/National Research Council.
From 1980 through 1989, Partner of
Coopers & Lybrand.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Suzanne H. Woolsey, Ph.D.(1) Trustee/Director/Managing
(63) General Partner of funds in
815 Cumberstone Road the Fund Complex. Director
Harwood, MD 20776 of Fluor Corp., an
engineering, procurement and
construction organization,
since January 2004 and
Director of Neurogen
Corporation, a
pharmaceutical company,
since January 1998.
10
INTERESTED 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
Mitchell M. Merin*(2) (51) Trustee and Trustee President of funds in the Fund Complex. Chairman, President, 80
1221 Avenue of the President since 2003 Chief Executive Officer and Director of the Adviser and Van
Americas Kampen Advisors Inc. since December 2002. Chairman,
New York, NY 10020 President and Chief Executive Officer of Van Kampen
Investments since December 2002. Director of Van Kampen
Investments since December 1999. Chairman and Director of
Van Kampen Funds Inc. since December 2002. President,
Director and Chief Operating Officer of Morgan Stanley
Investment Management since December 1998. President and
Director since April 1997 and Chief Executive Officer since
June 1998 of Morgan Stanley Investment Advisors Inc. and
Morgan Stanley Services Company Inc. Chairman, Chief
Executive Officer and Director of Morgan Stanley
Distributors Inc. since June 1998. Chairman since June 1998,
and Director since January 1998 of Morgan Stanley Trust.
Director of various Morgan Stanley subsidiaries. President
of the Morgan Stanley Funds since May 1999. Previously Chief
Executive Officer of Van Kampen Funds Inc. from December
2002 to July 2003, Chief Strategic Officer of Morgan Stanley
Investment Advisors Inc. and Morgan Stanley Services Company
Inc. and Executive Vice President of Morgan Stanley
Distributors Inc. from April 1997 to June 1998. Chief
Executive Officer from September 2002 to April 2003 and Vice
President from May 1997 to April 1999 of the Morgan Stanley
Funds.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Mitchell M. Merin*(2) (51) Trustee/Director/
1221 Avenue of the Managing General
Americas Partner of funds in
New York, NY 10020 the Fund Complex.
11
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Richard F. Powers, III*(3) Trustee Trustee Advisory Director of Morgan Stanley. Prior to December 2002, 82
(59) since 1999 Chairman, Director, President, Chief Executive Officer and
1221 Avenue of the Managing Director of Van Kampen Investments and its
Americas investment advisory, distribution and other subsidiaries.
New York, NY 10020 Prior to December 2002, President and Chief Executive
Officer of funds in the Fund Complex. Prior to May 1998,
Executive Vice President and Director of Marketing at Morgan
Stanley and Director of Dean Witter, Discover & Co. and Dean
Witter Realty. Prior to 1996, Director of Dean Witter
Reynolds Inc.
Wayne W. Whalen*(2) (65) Trustee Trustee Partner in the law firm of Skadden, Arps, Slate, Meagher & 82
333 West Wacker Drive since 1997 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
Richard F. Powers, III*(3) Trustee/Director/
(59) Managing General
1221 Avenue of the Partner of funds in
Americas the Fund Complex.
New York, NY 10020
Wayne W. Whalen*(2) (65) Trustee/Director/
333 West Wacker Drive Managing General
Chicago, IL 60606 Partner of funds in
the Fund Complex.
Director of the
Abraham Lincoln
Presidential
Foundation.
---------------
(1) Designated as a Class I Trustee.
(2) Designated as a Class II Trustee.
(3) Designated as a Class III Trustee.
* Messrs. Merin and Powers are interested persons of funds in the Fund Complex
and the Adviser by reason of their current or former positions with Morgan
Stanley or its affiliates. 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.
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 Trustees and Nominees for
Election as Trustee" section of 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
13
to either the Fund's most recently completed fiscal year ended June 30, 2004 or
the Fund Complex's most recently completed calendar year ended December 31,
2004.
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.................. $2,808 $ 35,277 $147,500 $192,530
Jerry D. Choate................ 3,389 82,527 126,000 200,002
Rod Dammeyer................... 2,608 63,782 147,500 208,000
Linda Hutton Heagy............. 3,188 24,465 142,500 184,784
R. Craig Kennedy............... 3,389 16,911 142,500 200,002
Howard J Kerr.................. 2,808 140,743 146,250 208,000
Jack E. Nelson................. 3,389 97,294 109,500 200,002
Hugo F. Sonnenschein........... 2,808 64,476 147,500 208,000
Suzanne H. Woolsey............. 3,389 58,450 142,500 200,002
INTERESTED TRUSTEE
Wayne W. Whalen................ 3,389 72,001 147,500 208,000
---------------
(1) Trustees not eligible for compensation and retirement benefits are not
included in the Compensation Table. J. Miles Branagan retired from the Board
of Trustees of the Fund and other funds in the Fund Complex as of December
31, 2004. Theodore A. Myers retired from the Board of Trustees of the Fund
and other funds in the Fund Complex as of December 31, 2003.
(2) The amounts shown in this column are the aggregate compensation payable by
the Fund for its fiscal year ended in June 30, 2004 before deferral by the
Trustees under the deferred compensation plan. The following Trustees
deferred compensation from the Fund during the fiscal year ended June 30,
2004: Mr. Choate, $3,389; Mr. Dammeyer, $2,608; Ms. Heagy, $3,188; Mr.
Nelson, $3,389; Mr. Sonnenschein, $2,808; and Mr. Whalen, $3,389. 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 June 30, 2004 is as follows: Mr. Choate, $3,533; Mr.
Dammeyer, $19,703; Ms. Heagy, $3,408; Mr. Kerr, $2,646; Mr. Nelson, $3,586;
Mr. Sonnenschein, $20,418; and Mr. Whalen, $22,666.
(3) The amounts shown in this column represent the sum of the estimated pension
or retirement benefit accruals expected to be accrued by the operating funds
in the Fund Complex for their respective fiscal years ended in 2004. The
retirement plan is described above the compensation table.
(4) For each Trustee, the amounts shown in this column represent the sum of the
estimated annual benefits upon retirement payable per year by the 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. 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, 2004 before deferral by the Trustees
under the deferred compensation plan. Because the funds in the Fund Complex
have different fiscal year ends, the amounts shown in this column are
presented on a calendar year basis.
14
BOARD COMMITTEES AND MEETINGS
The Fund's Board of Trustees has three standing committees (an audit
committee, a brokerage and services committee and a governance committee). Each
committee is comprised solely of "Independent Trustees", which is defined for
purposes herein as trustees who: (1) are not "interested persons" of the Fund as
defined by the 1940 Act and (2) are "independent" of the Fund as defined by the
New York Stock Exchange, American Stock Exchange and Chicago Stock Exchange
listing standards.
The Board's audit committee consists of Jerry D. Choate, Rod Dammeyer and R.
Craig Kennedy. In addition to being Independent Trustees as defined above, each
of these Trustees also meets the additional independence requirements for audit
committee members as defined by the New York Stock Exchange, American Stock
Exchange and Chicago Stock Exchange listing standards. The audit committee makes
recommendations to the Board of Trustees concerning the selection of 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").
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 K to the 2004 Van Kampen Closed-End Fund Joint Proxy
Statement.
The Board's brokerage and services committee consists of Linda Hutton Heagy,
Hugo F. Sonnenschein and Suzanne H. Woolsey. The brokerage and services
committee reviews the Fund's allocation of brokerage transactions and
soft-dollar practices and reviews the transfer agency and shareholder servicing
arrangements with Van Kampen Investor Services.
The Board's governance committee consists of David C. Arch, Howard J Kerr and
Jack E. Nelson. In addition to being Independent Trustees as defined above,
15
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 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 L to
2004 Van Kampen Closed-End Fund Joint Proxy Statement.
During the fiscal year ended June 30, 2004, the Board of Trustees of the Fund
held 13 meetings. During the Fund's last fiscal year, the audit committee held 7
meetings, the brokerage and services committee held 4 meetings and the
governance committee held 5 meetings. During the last fiscal year, each of the
Trustees of the Fund during the period such Trustee served as a Trustee attended
at least 75% of the meetings of the Board of Trustees and all committee meetings
thereof of which such Trustee was a member.
SHAREHOLDER COMMUNICATIONS
Shareholders may send communications to the Fund's Board of Trustees.
Shareholders should send communications intended for the Board by addressing the
communication directly to the Board (or individual Board members) and/or
otherwise clearly indicating in the salutation that the communication is for the
Board (or individual Board members) and by sending the communication to either
the Fund's office or directly to such Board member(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
OTHER INFORMATION
EXECUTIVE OFFICERS OF THE FUND
The following information relates to the executive officers of the Fund who
are not Trustee nominees. Each officer also serves in the same capacity for all
or a number of the other investment companies advised by the Adviser 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 FUNDS SERVED DURING PAST 5 YEARS
Stefanie V. Chang Yu (38) Vice President and Officer Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas Secretary since 2003 Vice President and Secretary of funds in the Fund Complex.
New York, NY 10020
Amy R. Doberman (43) 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.
James W. Garrett (36) Chief Financial Officer Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas Officer and since 2005 Chief Financial Officer and Treasurer of Morgan Stanley
New York, NY 10020 Treasurer Institutional Funds since 2002 and of funds in the Fund
Complex since 2005.
17
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS
Joseph J. McAlinden (62) Executive Vice Officer Managing Director and Chief Investment Officer of Morgan
1221 Avenue of the Americas President and since 2002 Stanley Investment Advisors Inc., Morgan Stanley Investment
New York, NY 10020 Chief Investment Management Inc. and Morgan Stanley Investments LP and
Officer Director of Morgan Stanley Trust for over 5 years. Executive
Vice President and Chief Investment Officer of funds in the
Fund Complex. Managing Director and Chief Investment Officer
of Van Kampen Investments, the Adviser and Van Kampen
Advisors Inc. since December 2002.
Ronald E. Robison (66) Executive Vice Officer Executive Vice President and Principal Executive Officer of
1221 Avenue of the Americas President and since 2003 funds in the Fund Complex. Chief Executive Officer and
New York, NY 10020 Principal Chairman of Van Kampen Investor Services. Managing Director
Executive Officer of Morgan Stanley. Chief Administrative Officer, Managing
Director and Director of Morgan Stanley Investment Advisors
Inc., Morgan Stanley Services Company Inc. and Managing
Director of Morgan Stanley Distributors, Inc. Chief
Executive Officer and Director of Morgan Stanley Trust.
Executive Vice President and Principal Executive Officer of
the Institutional and Retail Morgan Stanley Funds. Director
of Morgan Stanley SICAV. Previously, Chief Global Operations
Officer and Managing Director of Morgan Stanley Investment
Management Inc.
John L. Sullivan (49) 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. 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.
18
SHAREHOLDER INFORMATION
Excluding deferred compensation balances as described in the Compensation
Table, as of April 25, 2005, each Trustee beneficially owned equity securities
of the Fund and other funds in the Fund Complex overseen by the Trustees in the
dollar range amounts as specified below.
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
INDEPENDENT TRUSTEES
TRUSTEE
-------------------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
---- ------ -------- ----- ------- ---- ------ ------------ -------
Dollar range of equity
securities in the Fund... None None None None $1- None None None $1-
$10,000 $10,000
Aggregate dollar range of
equity securities in all
registered investment
companies overseen by
Trustee in Fund Complex.. $50,001- $1- over $50,001- over $1- $1- $10,001- $10,001-
$100,000 $10,000 $100,000 $100,000 $100,000 $10,000 $10,000 $50,000 $50,000
INTERESTED TRUSTEES
TRUSTEE
-----------------------------
MERIN POWERS WHALEN
----- ------ ------
Dollar range of equity securities
in the Fund.................... None None None
Aggregate dollar range of equity
securities in all registered
investment companies overseen
by Trustee in Fund Complex..... over over over
$100,000 $100,000 $100,000
Including deferred compensation balances as described in the Compensation
Table, as of April 25, 2005, each Trustee owned the dollar ranges of amounts of
the Fund and other funds in the Fund Complex as specified below.
19
TRUSTEE BENEFICIAL OWNERSHIP AND DEFERRED COMPENSATION
INDEPENDENT TRUSTEES
TRUSTEE
-----------------------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
---- ------ -------- ----- ------- ---- ------ ------------ -------
Dollar range of equity
securities and
deferred compensation
in the Fund........... None over None None $1- None None None $1-
$100,000 $10,000 $10,000
Aggregate dollar range
of equity securities
and deferred
compensation in all
registered investment
companies overseen by
Trustee in Fund
Complex............... $50,001- over over over over over over over $10,001-
$100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $50,000
INTERESTED TRUSTEES
TRUSTEE
-------------------------------
MERIN POWERS WHALEN
----- ------ ------
Dollar range of equity
securities and deferred
compensation in the Fund...... None None None
Aggregate dollar range of equity
securities and deferred
compensation in all registered
investment companies overseen
by Trustee in Fund Complex.... over over over
$100,000 $100,000 $100,000
As of April 25, 2005, 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 April 25, 2005, the following Trustees beneficially owned Common Shares
of the Fund, either directly or in "phantom shares" of the Fund through certain
funds' deferred compensation plans, in the amounts shown: Mr. Kennedy, 50 Common
Shares; and Ms. Woolsey, 290 Common Shares.
As of April 25, 2005, 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.
20
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934, as amended, require the Fund's Trustees, officers, Adviser, affiliated
persons of the Adviser and persons who own more than 10% of a registered class
of the Fund's equity securities to file forms with the SEC 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
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 JUNE 30, 2004
NON-AUDIT FEES
--------------------------------------
AUDIT AUDIT ALL TOTAL
ENTITY FEES RELATED TAX OTHER NON-AUDIT TOTAL
------ ----- ------- --- ----- --------- -----
Fund................. $28,080 $ 0 $1,550(3) $0 $ 1,550 $ 29,630
Covered
Entities(1).......... N/A $230,000(2) $ 0 $0 $230,000 $230,000
21
FISCAL YEAR ENDED JUNE 30, 2003
NON-AUDIT FEES
-------------------------------------
AUDIT AUDIT ALL TOTAL
ENTITY FEES RELATED TAX OTHER NON-AUDIT TOTAL
------ ----- ------- --- ----- --------- -----
Fund................. $26,376 $ 0 $1,500(3) $0 $ 1,500 $27,876
Covered
Entities(1)........ N/A $95,000(2) $ 0 $0 $95,000 $95,000
---------------
(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.
(2) Audit-Related Fees represent assurance and related services provided that
are reasonably related to the performance of the audit of the financial
statements of the Covered Entities and funds advised by the Adviser or its
affiliates, specifically attestation services provided in connection with a
SAS 70 Report.
(3) Tax Fees represent tax advice and compliance services provided in connection
with the review of the Fund's tax return.
The audit committee of the Board has considered whether the provision of non-
audit services performed by D&T to the Fund and "covered entities" is compatible
with maintaining D&T's independence in performing audit services. Beginning with
non-audit service contracts entered into on or after May 6, 2003, the audit
committee also is required to pre-approve services to "covered entities" to the
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.
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
22
their representatives or by Computershare Fund Services, a solicitation firm
that may be engaged to assist in proxy solicitation at an estimated cost of
approximately $2,000.
SHAREHOLDER PROPOSALS
To be considered for presentation at a 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 2006 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, 2006. In order for proposals made outside of Rule 14a-8 under the
Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c) under
the Exchange Act, such proposals must be received by the Fund at the Fund's
principal executive offices not later than April 9, 2006. Timely submission of a
proposal does not necessarily mean that such proposal will be included. Any
shareholder who wishes to submit a proposal for consideration at a meeting of
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 OR RECORD YOUR VOTING INSTRUCTIONS BY
TELEPHONE OR VIA THE INTERNET. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
Lou Anne McInnis,
Assistant Secretary
May 20, 2005
23
[VAN KAMPEN INVESTMENTS LOGO]
VBF 05
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE FORM OF PROXY
VAN KAMPEN BOND FUND
ANNUAL 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 statutory 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 Wednesday, June 22,
2005 at 11:30 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.
FOR ALL
1. Authority to vote for the election as Trustees, the nominees FOR WITHHOLD EXCEPT
named below: [ ] [ ] [ ]
Class I Trustees: (01) David C. Arch, (02) Jerry D. Choate,
(03) Howard J Kerr and (04) Suzanne H. Woolsey
------------------------------------------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
CHECK "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME ON THE
LINE BELOW.
------------------------------------------------------------
2. To transact such other business as may properly come before
the Meeting.
If more than one of the proxies, or their substitutes, are
present at the Meeting or any adjournment thereof, they jointly
(or, if only one is present and voting then that one) shall have
authority and may exercise all powers granted hereby. This Proxy,
when properly executed, will be voted in accordance with the
instructions marked by the undersigned on the reverse side. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
PROPOSAL DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF MEETING AND PROXY STATEMENT FOR THE MEETING TO BE HELD
ON JUNE 22, 2005.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE
HAS YOUR ADDRESS CHANGED?
-------------------------------------------- Date --------------
Shareholder signature
------------------------------------------ -------------------------------------------- Date --------------
Co-owner signature (if applicable)
------------------------------------------
------------------------------------------
Mark box at right if an address change has
been noted on the reverse side of this
card. [ ]
Please sign this Proxy exactly as your name
or names appear on the books of the Fund.
When signing as attorney, trustee, executor,
administrator, custodian, guardian or
corporate officer, please give full title.
If common shares are held jointly, each
holder must sign.