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 o
Check the appropriate box:
| o Preliminary Proxy Statement |
o Confidential,
for Use of the Com- mission Only (as permitted by Rule 14a-6(e)(2)) |
x Definitive
Proxy Statement
o Definitive
Revised Materials
o Soliciting
Material Pursuant to Section 140.14a-12
VAN KAMPEN HIGH INCOME
TRUST II
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
x No
fee required.
o Fee
computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
o Fee
paid previously with preliminary materials.
| VAN KAMPEN INVESTMENTS | JUNE 2009 |
Important
Notice To Van Kampen
High Income Trust II Shareholders
High Income Trust II Shareholders
Questions
&
Answers
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.
Q.
Why is a shareholder meeting being held?
A.
The
Van Kampen High Income Trust II 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
or visit our website at www.vankampen.com, where you
can send us an
e-mail
message by selecting “Contact Us.”
About the Proxy Card
Please vote on each
issue using blue or black ink to mark an X in one of the boxes
provided on the proxy card.
Election of
Trustees —
mark “FOR ALL,” “WITHHOLD” or “FOR ALL
EXCEPT.”
To withhold
authority to vote for any one or more individual nominee(s),
check “FOR ALL EXCEPT” and write the nominee’s
name in the line below.
Sign, date and
return the proxy card in the enclosed postage-paid envelope. All
registered owners of an account, as shown in the address, must
sign the card. When signing as attorney, trustee, executor,
administrator, custodian, guardian or corporate officer, please
indicate your full title.
|
x |
PLEASE MARK VOTES AS IN THIS EXAMPLE |
PROXY |
VAN
KAMPEN HIGH INCOME TRUST II
ANNUAL
MEETING OF SHAREHOLDERS
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FOR |
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FOR |
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| 1. | Authority to vote for the election as Class X Trustees the nominees named below: | o | o | o | 2. | To transact such other business as may properly come before the Meeting. | ||||||
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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. |
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Please be sure to sign and date this Proxy, Date
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Shareholder sign here Co-owner sign
here
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SAMPLE
VAN KAMPEN HIGH INCOME
TRUST II
522 Fifth Avenue
New York, New York 10036
Telephone (800) 341-2929
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be
Held July 17, 2009
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 High Income Trust II
(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, July 17, 2009 at 10:00 a.m., for the
following purposes:
| 1. | To elect three Class II trustees, two by the holders of Common Shares of the Fund and one by holders of the Preferred Shares of the Fund. The elected Class II trustees will each serve for a three year term or until a successor shall have been duly elected and qualified. |
| 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 June 5, 2009 are
entitled to notice of and to vote at the Meeting and any
adjournment thereof.
By order of the Board of Trustees
Stefanie
V. Chang Yu,
Vice President
June 9, 2009
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
or by writing to the Fund at 1 Parkview Plaza —
Suite 100, 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, or 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 card or record
your voting instructions by telephone or via the internet
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 or
record
your voting instructions by
telephone or via the internet
promptly no matter how many
shares you own.
PROXY STATEMENT
VAN KAMPEN HIGH INCOME
TRUST II
522 Fifth Avenue
New York, New York 10036
Telephone (800) 341-2929
ANNUAL MEETING OF
SHAREHOLDERS
July 17, 2009
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 High Income
Trust II (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,
July 17, 2009, at 10:00 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
June 9, 2009.
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 two
Trustees and the holders of the Fund’s Preferred Shares to
elect one Trustee.
The Board has fixed the close of business on June 5, 2009
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 June 5, 2009, there
were issued and outstanding 3,770,265 Common Shares
(reflecting the 1:5 reverse share split which occurred at the
close of business on May 22, 2009) and 1,296 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
or by writing to the Fund at 1 Parkview
Plaza — Suite 100, PO Box 5555, Oakbrook
Terrace,
Illinois 60181-5555.
Voting
and Shareholder Approval
With respect to the election of Trustees, 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 the
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 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
2
then cast, the nature of the
proposed solicitation activities and the nature of the reasons
for such further solicitation.
Investment
Adviser
The investment adviser for the Fund is Van Kampen Asset
Management (the “Adviser”). The Adviser is a wholly
owned subsidiary of Van Kampen Investments Inc.
(“Van Kampen Investments”). Van Kampen
Investments is a diversified asset management company that
services more than three million retail investor accounts, has
extensive capabilities for managing institutional portfolios and
has more than $78 billion under management or supervision
as of March 31, 2009. Van Kampen Investments is an
indirect wholly owned subsidiary of Morgan Stanley, a preeminent
global financial services firm that provides a wide range of
investment banking, securities, investment management and wealth
management services. The principal business address of the
Adviser and Van Kampen Investments is 522 Fifth
Avenue, New York, New York 10036.
Other
Service Providers
The Fund has entered into an accounting services agreement with
the Adviser and a legal services agreement with Van Kampen
Investments. The Fund has entered into an employment agreement
with John Sullivan and Morgan Stanley pursuant to which
Mr. Sullivan, an employee of Morgan Stanley, serves as
Chief Compliance Officer of the Fund and other Van Kampen funds.
The principal business address of Mr. Sullivan is 1
Parkview Plaza — Suite 100, Oakbrook Terrace, IL
60181. The principal business address of Morgan Stanley is
522 Fifth Avenue, New York, New York 10036. The
Fund has also entered into a support services agreement with
Van Kampen Funds Inc. The principal business address of Van
Kampen Funds Inc. is 522 Fifth Avenue, New York, New York
10036.
3
PROPOSAL 1: ELECTION OF TRUSTEES
Three Class II Trustees are to be elected at the Meeting,
to serve until the later of the Fund’s Annual Meeting of
Shareholders in 2012 or until a successor has been duly elected
and qualified. Previously, Linda Hutton Heagy had been
designated to be elected by holders of Common Shares and Rod
Dammeyer had been designated to be elected by holders of
Preferred Shares; at the Meeting, the Fund has designated Linda
Hutton Heagy to be elected by holders of Preferred Shares of the
Fund and Rod Dammeyer to be elected by holders of Common Shares
of the Fund, each to serve for a three year term or until a
successor shall have been duly elected and qualified. Thus,
holders of Common Shares, voting as a separate class, will vote
with respect to two Class II Trustees (Rod Dammeyer and
Wayne W. Whalen) designated to be elected by such class of
shares. Holders of Preferred Shares, voting as a separate class,
will vote with respect to one Class II Trustee (Linda
Hutton Heagy) designated to be elected by such class of shares.
An affirmative vote of a plurality of the Common Shares of the
Fund and a plurality of the Preferred Shares of the Fund is
required to elect the respective nominees. It is the intention
of the persons named in the enclosed proxy to vote the Shares
represented by them for the election of the respective nominees
listed unless the proxy is marked otherwise.
As in the past, only one class of Trustees is being submitted to
shareholders of the Fund for election at the Meeting. The
Fund’s Declaration of Trust 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 1940
Act, applicable state law based on the state of organization of
the Fund, the Fund’s Declaration of Trust and the
Fund’s Bylaws.
4
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 or
its affiliates. The term “Fund Complex” includes each
of the investment companies advised by the Adviser as of the
Record Date. Trustees of the 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 |
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Term of |
Funds in |
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Office and |
Fund |
|||||||||||
|
Position(s) |
Length of |
Complex |
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Name, Age and Address |
Held with |
Time |
Principal Occupation(s) |
Overseen |
Other Directorships |
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| of Trustee | Fund | Served | During Past 5 Years | by Trustee | Held by Trustee | |||||||
|
David C.
Arch1
(63) Blistex Inc. 1800 Swift Drive Oak Brook, IL 60523 |
Trustee |
Trustee since 1989 |
Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer. | 89 | Trustee/Director/Managing General Partner of funds in the Fund Complex. Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan. | |||||||
|
Jerry D.
Choate1
(70) 33971 Selva Road Suite 130 Dana Point, CA 92629 |
Trustee |
Trustee since 2003 |
Prior to January 1999, Chairman and Chief Executive Officer of the Allstate Corporation (“Allstate”) and Allstate Insurance Company. Prior to January 1995, President and Chief Executive Officer of Allstate. Prior to August 1994, various management positions at Allstate. | 89 | Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of Amgen Inc., a biotechnological company, and Valero Energy Corporation, an independent refining company. | |||||||
5
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Number of |
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Term of |
Funds in |
|||||||||||
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Office and |
Fund |
|||||||||||
|
Position(s) |
Length of |
Complex |
||||||||||
|
Name, Age and Address |
Held with |
Time |
Principal Occupation(s) |
Overseen |
Other Directorships |
|||||||
| of Trustee | Fund | Served | During Past 5 Years | by Trustee | Held by Trustee | |||||||
|
Rod
Dammeyer2,5 (68) CAC, LLC 4370 LaJolla Village Drive Suite 685 San Diego, CA 92122-1249 |
Trustee |
Trustee since 1989 |
President of CAC, LLC, a private company offering capital investment and management advisory services. | 89 | Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc. Prior to January 2004, Director of TeleTech Holdings Inc. and Arris Group, Inc. | |||||||
|
Linda Hutton
Heagy2,4,5
(60) 4939 South Greenwood Chicago, IL 60615 |
Trustee |
Trustee since 2003 |
Prior to February 2008, Managing Partner of Heidrick & Struggles, an international executive search firm. Prior to 1997, Partner of Ray & Berndtson, Inc., an executive recruiting firm. Prior to 1995, Executive Vice President of ABN AMRO, N.A., a bank holding company. Prior to 1990, Executive Vice President of The Exchange National Bank. | 89 | Trustee/Director/Managing General Partner of funds in the Fund Complex. Trustee on the University of Chicago Medical Center Board, Vice Chair of the Board of the YMCA of Metropolitan Chicago and a member of the Women’s Board of the University of Chicago. | |||||||
6
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Number of |
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Term of |
Funds in |
|||||||||||
|
Office and |
Fund |
|||||||||||
|
Position(s) |
Length of |
Complex |
||||||||||
|
Name, Age and Address |
Held with |
Time |
Principal Occupation(s) |
Overseen |
Other Directorships |
|||||||
| of Trustee | Fund | Served | During Past 5 Years | by Trustee | Held by Trustee | |||||||
|
R. Craig
Kennedy3
(57) 1744 R Street, N.W. Washington, D.C. 20009 |
Trustee |
Trustee since 2003 |
Director and President of the German Marshall Fund of the United States, 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. | 89 | Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of First Solar, Inc. | |||||||
|
Howard J
Kerr1
(73) 14 Huron Trace Galena, IL 61036 |
Trustee |
Trustee since 1992 |
Prior to 1998, President and Chief Executive Officer of Pocklington Corporation, Inc., an investment holding company. | 89 | Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of the Lake Forest Bank & Trust. Director of the Marrow Foundation. | |||||||
7
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Number of |
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|
Term of |
Funds in |
|||||||||||
|
Office and |
Fund |
|||||||||||
|
Position(s) |
Length of |
Complex |
||||||||||
|
Name, Age and Address |
Held with |
Time |
Principal Occupation(s) |
Overseen |
Other Directorships |
|||||||
| of Trustee | Fund | Served | During Past 5 Years | by Trustee | Held by Trustee | |||||||
|
Jack E.
Nelson3
(73) 423 Country Club Drive Winter Park, FL 32789 |
Trustee |
Trustee since 2003 |
President of Nelson Investment Planning Services, Inc., a financial planning company and registered investment adviser in the State of Florida. President of Nelson Ivest Brokerage Services Inc., a member of the Financial Industry Regulatory Authority, Securities Investors Protection Corp. and the Municipal Securities Rulemaking Board. President of Nelson Sales and Services Corporation, a marketing and services company to support affiliated companies. | 89 | Trustee/Director/Managing General Partner of funds in the Fund Complex. | |||||||
|
Hugo F.
Sonnenschein3
(68) 1126 E. 59th Street Chicago, IL 60637 |
Trustee |
Trustee since 1994 |
President Emeritus and Honorary Trustee of the University of Chicago 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. | 89 | Trustee/Director/Managing General Partner of funds in the Fund Complex. Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences. | |||||||
8
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Number of |
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|
Term of |
Funds in |
|||||||||||
|
Office and |
Fund |
|||||||||||
|
Position(s) |
Length of |
Complex |
||||||||||
|
Name, Age and Address |
Held with |
Time |
Principal Occupation(s) |
Overseen |
Other Directorships |
|||||||
| of Trustee | Fund | Served | During Past 5 Years | by Trustee | Held by Trustee | |||||||
|
Suzanne H. Woolsey,
Ph.D.1
(67) 815 Cumberstone Road Harwood, MD 20776 |
Trustee |
Trustee since 2003 |
Chief Communications Officer of the National Academy of Sciences/National Research Council, an independent, federally chartered policy institution, from 2001 to November 2003 and Chief Operating Officer from 1993 to 2001. Prior to 1993, Executive Director of the Commission on Behavioral and Social Sciences and Education at the National Academy of Sciences/National Research Council. From 1980 through 1989, Partner of Coopers & Lybrand. | 89 | Trustee/Director/Managing General Partner of funds in the Fund Complex. Trustee of Changing World Technologies, Inc., an energy manufacturing company, since July 2008. Director of Fluor Corp., an engineering, procurement and construction organization, since January 2004. Director of Intelligent Medical Devices, Inc., a symptom based diagnostic tool for physicians and clinical labs. Director of the Institute for Defense Analyses, a federally funded research and development center, Director of the German Marshall Fund of the United States, Director of the Rocky Mountain Institute and Trustee of California Institute of Technology and the Colorado College. | |||||||
9
Interested
Trustee:
|
Number of |
||||||||||||
|
Term of |
Funds in |
|||||||||||
|
Office and |
Fund |
|||||||||||
|
Position(s) |
Length of |
Complex |
||||||||||
|
Name, Age and Address |
Held with |
Time |
Principal Occupation(s) |
Overseen |
Other Directorships |
|||||||
| of Trustee | Fund | Served | During Past 5 Years | By Trustee | Held by Trustee | |||||||
|
Wayne W.
Whalen*2
(69) 333 West Wacker Drive Chicago, IL 60606 |
Trustee |
Trustee since 1989 |
Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to certain funds in the Fund Complex. | 89 | Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of the Abraham Lincoln Presidential Library Foundation. | |||||||
1 Designated
as a Class I trustee.
2 Designated
as a Class II trustee.
3 Designated
as a Class III trustee.
| 4 | As indicated above, prior to February 2008, Ms. Heagy was an employee of Heidrick and Struggles, an international executive search firm (“Heidrick”). Heidrick has been (and may continue to be) engaged by Morgan Stanley from time to time to perform executive searches. Such searches have been done by professionals at Heidrick without any involvement by Ms. Heagy. Ethical wall procedures exist to ensure that Ms. Heagy will not have any involvement with any searches performed by Heidrick for Morgan Stanley. Ms. Heagy does not receive any compensation, directly or indirectly, for searches performed by Heidrick for Morgan Stanley. |
| 5 | Currently, Mr. Dammeyer has been elected by the holders of Preferred Shares of the Fund. At the Meeting, Ms. Heagy is to be elected by the holders of Preferred Shares and Mr. Dammeyer is to be elected by the holders of Common Shares of the Fund. |
| * | 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. |
10
Remuneration
of Trustees
The compensation of Trustees and executive officers that are
affiliated persons (as defined in 1940 Act) of the Adviser or
Van Kampen Investments is paid by the respective affiliated
entity. The funds in the Fund Complex, including the Fund, pay
the non-affiliated Trustees an annual retainer and meeting fees
for services to funds in the Fund Complex.
Each fund in the Fund Complex (except the Van Kampen
Exchange Fund) provides a deferred compensation plan to its
non-affiliated Trustees that allows such Trustees to defer
receipt of compensation and earn a return on such deferred
amounts based upon the return of the common shares of the funds
in the Fund Complex as selected by the respective non-affiliated
Trustees. Each fund in the Fund Complex (except the
Van Kampen Exchange Fund) also provides a retirement plan
to its
non-affiliated
Trustees that provides non-affiliated Trustees with compensation
after retirement, provided that certain eligibility requirements
are met as more fully described below.
Each non-affiliated Trustee generally can elect to defer receipt
of all or a portion of the compensation earned by such
non-affiliated Trustee until retirement. Amounts deferred are
retained by the respective fund and earn a rate of return
determined by reference to the return on the common shares of
such fund or other funds in the Fund Complex as selected by the
respective non-affiliated Trustee, with the same economic effect
as if such non-affiliated Trustee had invested in one or more
funds in the Fund Complex, including the Fund. 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 the 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 to either the
Fund’s most recently completed fiscal year ended
December 31, 2008, the Fund
11
Complex’s most recently
completed calendar year ended December 31, 2008 or the date
of this Proxy Statement.
Compensation
Table
| Fund Complex | ||||||||||||||||
|
Total |
||||||||||||||||
|
Compensation |
||||||||||||||||
|
Aggregate |
Aggregate Pension or |
Aggregate Estimated |
Before |
|||||||||||||
|
Compensation |
Retirement Benefits |
Annual Benefits |
Deferral from |
|||||||||||||
|
from the |
Accrued as Part of |
Upon |
Fund |
|||||||||||||
|
Name
|
Fund(1) | Fund Expenses(2) | Retirement(3) | Complex(4) | ||||||||||||
|
Independent Trustees
|
||||||||||||||||
|
David C. Arch
|
$ | 721 | $ | 39,659 | $ | 105,000 | $ | 228,531 | ||||||||
|
Jerry D. Choate
|
721 | 105,506 | 105,000 | 228,531 | ||||||||||||
|
Rod Dammeyer
|
721 | 77,926 | 105,000 | 228,531 | ||||||||||||
|
Linda Hutton Heagy
|
721 | 28,514 | 105,000 | 228,531 | ||||||||||||
|
R. Craig Kennedy
|
721 | 19,693 | 105,000 | 228,531 | ||||||||||||
|
Howard J Kerr
|
721 | 107,362 | 149,395 | 228,531 | ||||||||||||
|
Jack E. Nelson
|
721 | 124,295 | 105,000 | 228,531 | ||||||||||||
|
Hugo F. Sonnenschein
|
721 | 78,523 | 105,000 | 228,531 | ||||||||||||
|
Suzanne H. Woolsey
|
721 | 67,634 | 105,000 | 228,531 | ||||||||||||
|
Interested Trustee
|
||||||||||||||||
|
Wayne W. Whalen
|
721 | 78,451 | 105,000 | 228,531 | ||||||||||||
| (1) | The amounts shown in this column represent the aggregate compensation before deferral with respect to the Fund’s fiscal year ended December 31, 2008. The following trustees deferred compensation from the Fund during the fiscal year ended December 31, 2008: Mr. Choate, $721; Mr. Dammeyer, $721; Ms. Heagy, $721; Mr. Kennedy, $361; Mr. Nelson, $721; Mr. Sonnenschein, $721; and Mr. Whalen, $721. The cumulative deferred compensation (including interest) accrued with respect to each trustee, including former trustees, from the Fund as of December 31, 2008 is as follows: Mr. Arch, $12,423; Mr. Choate, $10,480; Mr. Dammeyer, $74,803; Ms. Heagy, $8,659; Mr. Kennedy, $1,758; Mr. Kerr, $40,736; Mr. Nelson, $10,348; Mr. Sonnenschein, $89,911; and Mr. Whalen, $66,546. The deferred compensation plan is described above the Compensation Table. Amounts deferred are retained by the Fund and earn a rate of return determined by reference to either the return on the Common Shares of the Fund or the Common Shares of other funds in the Fund Complex as selected by the respective Trustee. To the extent permitted by the 1940 Act, the Fund may invest in securities of these funds selected by the Trustees in order to match the deferred compensation obligation. |
| (2) | The amounts shown in this column represent the sum of the estimated retirement benefit accruals expected to be accrued by the operating funds in the Fund Complex for their respective fiscal years ended in 2008. The retirement plan is described above the compensation table. |
| (3) | For each Trustee, this is the sum of the estimated annual benefits payable by the current (i.e., as of the date of this Proxy Statement) operating funds in the Fund Complex for each year of the 10-year period commencing in the year of such Trustee’s anticipated retirement. The retirement plan is described above the compensation table. |
12
| (4) | The amounts shown in this column are accumulated from the aggregate compensation of the operating investment companies in the Fund Complex as of the calendar year ended December 31, 2008 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 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
Messrs. Choate, Dammeyer and Kennedy. In addition to being
Independent Trustees as defined above, each of these Trustees
also meets the additional independence requirements for audit
committee members as defined by the New York Stock Exchange,
American Stock Exchange and Chicago Stock Exchange listing
standards. The audit committee makes recommendations to the
Board of Trustees concerning the selection of the Fund’s
independent registered public accounting firm, reviews with such
independent registered public accounting firm the scope and
results of the Fund’s annual audit and considers any
comments which the independent registered public accounting firm
may have regarding the Fund’s financial statements,
accounting records 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 charter for the Fund is available on
Van Kampen’s web site at www.vankampen.com. The audit
committee has reviewed and discussed the financial statements of
the Fund with management as well as with the independent
registered public accounting firm of the Fund, and discussed
with the independent registered public accounting firm the
matters required to be discussed under the Statement of Auditing
Standards No. 61. The audit committee has received the
written disclosures and the letter from the independent
registered public accounting firm required under Independence
Standard Board Standard No. 1 and has discussed with the
independent registered public accountants their independence.
Based on this review, the audit committee recommended to the
Board of Trustees of 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”). Each member of the
Fund’s audit committee is deemed an audit committee
financial expert.
The Board’s brokerage and services committee consists of
Mesdames Heagy and Woolsey and Mr. Sonnenschein. The
brokerage and services committee reviews the
13
Fund’s allocation of brokerage
transactions and soft-dollar practices and reviews the transfer
agency and shareholder servicing arrangements.
The Board’s governance committee consists of
Messrs. Arch, Kerr and Nelson. In addition to being
Independent Trustees as defined above, each of these Trustees
also meets the additional independence requirements for
nominating committee 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 Fund, monitors corporate
governance matters and makes recommendations to the Board, and
acts as the administrative committee with respect to Board
policies and procedures, committee policies and procedures and
codes of ethics. The governance committee charter for the Fund,
which includes the Fund’s nominating policies, is available
on Van Kampen’s web site at www.vankampen.com. The
Independent Trustees of the Fund select and nominate any other
nominee Independent Trustees for the 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.
During the fiscal year ended December 31, 2008, the Board
of Trustees held 16 meetings. During the Fund’s last
fiscal year, the audit committee of Board held 4 meetings,
the brokerage and services committee of the Board of the Fund
held 5 meetings and the governance committee of the Board
held 3 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 Fund’s
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.
14
Shareholder
Approval
With respect to Proposal 1, the holders of Common Shares
and Preferred Shares, where applicable, voting as a separate
class, will vote on the respective nominees designated to be
elected by such class of shares. The affirmative vote of a
plurality of the Common Shares of 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 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.
15
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 or affiliates of the Adviser. 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 | |||
|
Edward C. Wood III (53) 1 Parkview Plaza - Suite 100 Oakbrook Terrace, IL 60181 |
President and Principal Executive Officer |
Officer since 2008 |
President and Principal Executive Officer of funds in the Fund Complex since November 2008. Managing Director of Van Kampen Investments Inc., the Adviser, the Distributor, Van Kampen Advisors Inc. and Van Kampen Exchange Corp. since December 2003. Chief Administrative Officer of the Adviser, Van Kampen Advisors Inc. and Van Kampen Exchange Corp. since December 2002. Chief Operating Officer of the Distributor since December 2002. Director of Van Kampen Advisors Inc., the Distributor and Van Kampen Exchange Corp. since March 2004. Director of the Adviser since August 2008. Director of Van Kampen Investments Inc. and Van Kampen Investor Services Inc. since June 2008. Previously, Director of the Adviser and Van Kampen Investments Inc. from March 2004 to January 2005 and Chief Administrative Officer of Van Kampen Investments Inc. from 2002 to 2009. | |||
16
|
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 | |||
|
Kevin Klingert (46) 522 Fifth Avenue New York, NY 10036 |
Vice President |
Officer since 2008 |
Vice President of funds in the Fund Complex since May 2008. Global Head, Chief Operating Officer and acting Chief Investment Officer of the Fixed Income Group of Morgan Stanley Investment Management Inc. since April 2008. Head of Global Liquidity Portfolio Management and co-Head of Liquidity Credit Research of Morgan Stanley Investment Management since December 2007. Managing Director of Morgan Stanley Investment Management Inc. from December 2007 to March 2008. Previously, Managing Director on the Management Committee and head of Municipal Portfolio Management and Liquidity at BlackRock from October 1991 to January 2007. | |||
|
Stefanie V. Chang Yu (42) 522 Fifth Avenue New York, NY 10036 |
Vice President and Secretary |
Officer since 2003 |
Managing Director of Morgan Stanley Investment Management Inc. Vice President and Secretary of funds in the Fund Complex. | |||
|
John L. Sullivan (53) 1 Parkview Plaza — Suite 100 Oakbrook Terrace, IL 60181 |
Chief Compliance Officer |
Officer since 1989 |
Chief Compliance Officer of funds in the Fund Complex since August 2004. Prior to August 2004, Director and Managing 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 Inc. Prior to December 2002, Executive Director of Van Kampen Investments, the Adviser and Van Kampen Advisors Inc. | |||
|
Stuart N. Schuldt (47) 1 Parkview Plaza — Suite 100 Oakbrook Terrace, IL 60181 |
Chief Financial Officer and Treasurer |
Officer since 2007 |
Executive Director of Morgan Stanley Investment Management Inc. since June 2007. Chief Financial Officer and Treasurer of funds in the Fund Complex since June 2007. Prior to June 2007, Senior Vice President of Northern Trust Company, Treasurer and Principal Financial Officer for Northern Trust U.S. mutual fund complex. |
17
Shareholder
Information
Excluding deferred compensation balances as described in the
Compensation Table, as of June 5, 2009, 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/Nominees
| Trustee/Nominee | ||||||||||||||||||
|
Arch
|
Choate
|
Dammeyer
|
Heagy
|
Kennedy
|
Kerr
|
Nelson
|
Sonnenschein
|
Woolsey
|
||||||||||
|
Dollar range of equity securities in the Fund
|
$1- $10,000 |
None |
over $100,000 |
None |
$1- $10,000 |
None | None | None | None | |||||||||
|
Aggregate dollar range of equity securities in all registered
investment companies overseen by
Trustee/Nominee
in
Fund Complex |
$50,001- $100,000 |
$10,001- $50,000 |
over $100,000 |
$50,001- $100,000 |
over $100,000 |
$1- $10,000 |
$1- $10,000 |
$10,001- $50,000 |
$10,001- $50,000 |
|||||||||
Interested Trustee
| Trustee | ||
|
Whalen
|
||
|
Dollar range of equity
securities in the Fund |
$10,001- $50,000 |
|
|
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 June 5, 2009, 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.
18
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
|
$1- $10,000 |
None |
over $100,000 |
None |
$1- $10,000 |
None | None | None |
$10,001- $50,000 |
|||||||||
|
Aggregate dollar range of equity securities and deferred
compensation in all registered investment companies overseen by
Trustee/Nominee in Fund Complex
|
over $100,000 |
over $100,000 |
over $100,000 |
over $100,000 |
over $100,000 |
over $100,000 |
over $100,000 |
over $100,000 |
$10,001- $50,000 |
|||||||||
Interested
Trustee
| Trustee | ||
|
Whalen
|
||
|
Dollar range of equity
securities and deferred compensation in the Fund |
$10,001- $50,000 |
|
|
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 June 5, 2009, 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 June 5, 2009, the following Trustees beneficially
owned Common Shares of the Fund, in the amounts shown: Mr. Arch,
220 Common Shares; Mr. Dammeyer, 28,181 Common Shares; Mr.
Kennedy, 30 Common Shares; and Mr. Whalen, 2,600 Common Shares.
These amounts reflect the 1:5 reverse share split which occurred
at the close of business on May 22, 2009.
As of June 5, 2009, 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 persons of
19
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 Fund shares. These
persons and entities are required by SEC regulation to furnish
the Fund with copies of all such forms they file. Based on a
review of these forms furnished to 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 except as follows: a Form 3
Filing relating to the Fund on behalf of Dennis Schaney, a
portfolio manager of the Fund, inadvertently was not filed in a
timely manner; and a Form 3 Filing on behalf of
Kevin Klingert, an officer of the Fund, inadvertently was
not filed in a timely manner.
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 December 31, 2008
| Non-Audit Fees | ||||||||||||||||||||
|
Audit |
Audit- |
All |
Total |
|||||||||||||||||
|
Entity
|
Fees
|
Related
|
Tax
|
Other
|
Non-Audit
|
Total
|
||||||||||||||
|
Fund
|
$ | 51,745 | $ | 830 | (2) | $ | 1,650 | (4) | $ | 0 | $ | 2,480 | $ | 54,225 | ||||||
|
Covered
Entities(1) |
N/A | $ | 244,200 | (3) | $ | 0 | $ | 0 | $ | 244,200 | $ | 244,200 | ||||||||
Fiscal
Year Ended December 31, 2007
| Non-Audit Fees | ||||||||||||||||||||
|
Audit |
Audit- |
All |
Total |
|||||||||||||||||
|
Entity
|
Fees
|
Related
|
Tax
|
Other
|
Non-Audit
|
Total
|
||||||||||||||
|
Fund
|
$ | 48,525 | $ | 800 | (2) | $ | 1,600 | (4) | $ | 0 | $ | 2,400 | $ | 50,925 | ||||||
|
Covered Entities(1)
|
N/A | $ | 180,000 | (3) | $ | 0 | $ | 0 | $ | 180,000 | $ | 180,000 | ||||||||
20
| (1) | Covered Entities include the Adviser (excluding sub-advisors) 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. | |
| (4) | Audit-Related Fees represent agreed upon procedures that are reasonably related to the performance of the audit of the financial statements of 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 and 100% of such
services were pre-approved by the audit committee pursuant to
the audit committee’s pre-approval policies and procedures.
The Board’s pre-approval policies and procedures are
included as part of the Board’s audit committee charter,
which is available on Van Kampen’s web site at
www.vankampen.com.
It is not expected that representatives of D&T will attend
the Meeting. In the event representatives of D&T do attend
the Meeting, they will have the opportunity to make a statement
if they desire 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. The Fund may also retain Computershare Fund
Services, a professional proxy solicitation firm to assist in
additional proxy solicitation. The estimated cost of additional
telephone solicitation by Computershare Fund Services is
approximately $2,000.
21
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 2010 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 February 8, 2010. 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 25, 2010. 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
522 Fifth Avenue, New York, New York 10036, Attn:
Van Kampen Asset Management General Counsel’s Office.
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 card, for which no
postage is required if mailed in the United States, or
record your voting instructions by telephone or via the internet
promptly.
Stefanie
V. Chang Yu,
Vice President
June 9, 2009
22
Van
Kampen Funds Inc.
522 Fifth
Avenue
New
York, New York 10036
www.vankampen.com
Copyright
©2009
Van Kampen Funds Inc.
All
rights reserved. Member FINRA/SIPC.
VKCL
09
| x | PLEASE MARK |
VOTES
AS IN
THIS
EXAMPLE
FORM OF
PROXY
VAN KAMPEN HIGH
INCOME TRUST II
ANNUAL
MEETING OF SHAREHOLDERS
PROXY SOLICITED
ON BEHALF OF THE BOARD OF TRUSTEES
The
undersigned holder of Common Shares of VAN KAMPEN HIGH
INCOME TRUST II, a
Massachusetts business trust (the “Fund”), hereby appoints
XXXXX, XXXXX and XXXXX and each of them or their respective
designees, with full power of substitution and revocation, as
proxies to represent the undersigned at the 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, July 17, 2009 at 10:00 a.m., and any and
all adjournments thereof (the “Meeting”), and thereat
to vote all XXXXX Shares which the undersigned would be
entitled to vote, with all powers the undersigned would possess
if personally present, in accordance with the instructions
indicated herein.
|
1. |
Authority to vote for the election as Trustees, the nominees named below:
Class X Trustees: (01) XXXXX, (02) XXXXX (03) XXXXX and (04) XXXXX |
FOR ALL o |
WITHHOLD o |
FOR ALL EXCEPT o |
||||
|
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. |
Important
Notice Regarding the Availability of Proxy Materials for the
Meeting of Shareholders to be held on July 17, 2009. The
following material is available at
https://www.proxy-direct.com/[ ]
Proxy
Statement
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 July 17, 2009.
|
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. o | ||||
| 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. | ||||