VAN KAMPEN BOND FUND, PRE 14A, 1999-04-20

VAN KAMPEN BOND FUND
PRE 14A, 1999-04-20

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Co-Registrants [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted
by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

VAN KAMPEN HIGH INCOME TRUST
VAN KAMPEN HIGH INCOME TRUST II
VAN KAMPEN INVESTMENT GRADE MUNICIPAL TRUST
VAN KAMPEN MUNICIPAL TRUST
VAN KAMPEN CALIFORNIA QUALITY MUNICIPAL TRUST
VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST
VAN KAMPEN FLORIDA QUALITY MUNICIPAL TRUST
VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST
VAN KAMPEN TRUST FOR INSURED MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE CALIFORNIA MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE FLORIDA MUNICIPALS
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST
VAN KAMPEN VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN NEW JERSEY VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN OHIO VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST
VAN KAMPEN FLORIDA MUNICIPAL OPPORTUNITY TRUST
VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST II
VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST
VAN KAMPEN STRATEGIC SECTOR MUNICIPAL TRUST
VAN KAMPEN MUNICIPAL INCOME TRUST
VAN KAMPEN CALIFORNIA MUNICIPAL TRUST
VAN KAMPEN SENIOR INCOME TRUST
VAN KAMPEN BOND FUND
VAN KAMPEN CONVERTIBLE SECURITIES FUND
VAN KAMPEN INCOME TRUST

(Names of Co-Registrants as Specified in Their Charters)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.

[ ] Fee paid previously with preliminary materials.
<PAGE> 2

IMPORTANT NOTICE
TO VAN KAMPEN
CLOSED END FUND SHAREHOLDERS

QUESTIONS & ANSWERS

- --------------------------------------------------------------------------------

Although we recommend you read the complete proxy statement, for your
convenience, we've provided a brief overview of the issues to be voted on.

- --------------------------------------------------------------------------------

Q WHY IS A SHAREHOLDER MEETING BEING HELD?

A Because each Van Kampen closed end fund is traded on a nationally
recognized stock exchange and is required to hold an annual meeting of
shareholders.

Q WHAT PROPOSALS WILL BE VOTED ON?

A You are being asked to elect nominees for the Board of Trustees and to
ratify the selection of the independent public accountants for your fund(s). In
addition, certain funds are seeking approval of a preferred share split and
simultaneously reducing the liquidation preference per preferred share.

Q WILL MY VOTE MAKE A DIFFERENCE?

A Yes! Your vote is important and will make a difference in the developments
of your fund(s), no matter how many shares you own.

Q HOW DOES THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE?

A They recommend that you vote "For" each proposal on the enclosed proxy
card.

Q WHY DOES THE PROXY STATEMENT LIST SEVERAL CLOSED-END FUNDS?

A The funds have similar proposals and it is cost-efficient to have a
joint proxy statement and one meeting.

Q WHERE DO I CALL FOR MORE INFORMATION?

A Please call Van Kampen Investor Services at 1-800-341-2929 from 7:30 a.m.
to 5:00 p.m. Central time, Monday through Friday.
<PAGE> 3
ABOUT THE PROXY CARD

Please vote on each issue using blue or black ink to mark an X in one of the
boxes provided on the proxy card.

ELECTION OF TRUSTEES - mark "For All," "Withhold" or "For All Except"

To withhold authority to vote for any one or more individual nominee(s), check
"For All Except" and write the nominee's name on the line below.

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS - mark "For," "Against" or
"Abstain"

APPROVAL OF PREFERRED SHARE SPLIT for (Van Kampen California Municipal Trust,
Van Kampen Investment Grade Municipal Trust and Van Kampen High Income Trust II
only) - mark "For", "Against" or "Abstain"

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.

<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
[X] PLEASE MARK
VOTES AS IN VAN KAMPEN XXXXX
THIS EXAMPLE JOINT ANNUAL MEETING OF SHAREHOLDERS

SAMPLE

- ------------------------------------------------------------------------------------------------------------------------------------
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
- ------------------------------------------------------------------------------------------------------------------------------------

FOR ALL
FOR ALL WITHHOLD EXCEPT FOR AGAINST ABSTAIN
1. Authority to vote for the election [ ] [ ] [ ] 2. To ratify the selection of [ ] [ ] [ ]
as Class X Trustees the XXXXXXX as the
nominees named below: independent public
accountants for the Fund's
current fiscal year.
XXXXXXXXX, XXXXXXXXX, XXXXXXXXXX

To withhold authority to vote for any one or more individual nominee, 3. To approve the preferred FOR AGAINST ABSTAIN
check "For All Except" and write the nominee's name on the line below. share split for the Fund [ ] [ ] [ ]
and simultaneous reduction
----------------------------------------------------------- in liquidation preference
per preferred share.

Please be sure to sign and date this Proxy. Date

Shareholder sign here Co-owner sign here

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 4

VAN KAMPEN CLOSED END FUNDS

1 PARKVIEW PLAZA, PO BOX 5555
OAKBROOK TERRACE, ILLINOIS 60181-5555
TELEPHONE (800) 341-2929

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 16, 1999

Notice is hereby given to the holders of common shares of beneficial interest
("Common Shares") and, where applicable, the holders of preferred shares of
beneficial interest (the "Preferred Shares") of each of the Van Kampen Closed
End Funds listed on Annex A (the "Funds") to the attached Proxy Statement that a
Joint Annual Meeting of the Shareholders of the Funds (the "Meeting") will be
held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, PO Box
5555, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 16, 1999, at
3:00 p.m., for the following purposes:

<TABLE>
<S> <C>
1. To elect trustees in the following manner:
A. With respect to VIG, VKV, VCV, VMV, VJV, VNV, VOV, VPV,
VKS, VOT, VKI and VOF to elect three Class III trustees,
two by the holders of the Common Shares of each Fund and
one by the holders of the Preferred Shares of each Fund.
The Common Shares and the Preferred Shares of each Fund
will vote as separate classes. Each elected trustee will
serve for a three year term or until their successors
shall have been duly elected and qualified.
B. With respect to VGM, VIM, VIC, VTF, VTJ, VTN, VTP, VMO,
VKA, VAP, VKQ, VQC, VFM, VOQ, VNM, VPQ, VMT, VKC, VVR,
VLT, VIT and VBF, to elect three Class I trustees by the
holders of the Common Shares of each Fund. Each elected
trustee will serve for a three year term or until their
successors shall have been duly elected and qualified.
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
C. With respect to VKL, to elect three Class II trustees,
two by the holders of the Common Shares of the Fund and one
by the holders of the Preferred Shares of the Fund. The
Common Shares and the Preferred Shares of the Fund will
vote as separate classes. Each elected trustee will serve
for a three year term or until their successors shall
have been duly elected and qualified.
D. With respect to VXS and VIN to elect three Class II
trustees by the holders of Common Shares of each Fund. Each
elected trustee will serve for a three year term or until
their successors shall have been duly elected and
qualified.
2. To ratify the selection of independent public accountants:
A. For each Advisory Corp. Fund (as defined in Annex A of
the attached Proxy Statement), to ratify the selection of
KPMG LLP as the independent public accountants for the
fiscal year of each respective Fund ending in 1999.
B. For each Asset Management Fund (as defined in Annex A of
the attached Proxy Statement), to ratify the selection of
Ernst & Young LLP as the independent public accountants
for the fiscal year of each respective Fund ending in
1999.
3. To approve the Preferred Share split and simultaneous
reduction of the liquidation preference per Preferred Share:
For each of VKC, VIG and VIT (as defined in Annex A of the
attached Proxy Statement), to approve the Preferred Share
split and the simultaneous reduction of the liquidation
preference per Preferred Share of each Fund.
4. To transact such other business as may properly come before
the Meeting.
</TABLE>

Holders of record of the Common Shares and, where applicable, Preferred Shares
of each Fund at the close of business on April 30, 1999 are entitled to notice
of, and to vote at, the Meeting and any adjournment thereof.

By order of the Board of Trustees

A. THOMAS SMITH III,
Vice President and Secretary
[May , 1999]
<PAGE> 6

EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY) TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE
RESPECTIVE FUND BY CALLING 1-800-341-2929 OR BY WRITING TO THE RESPECTIVE FUND
AT 1 PARKVIEW PLAZA, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555.

SHAREHOLDERS OF THE FUNDS ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED PROXY CARD WITH RESPECT TO EACH FUND IN WHICH YOU WERE A
SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN SUCH PROXY CARD(S), AND RETURN
IT (THEM) IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY.

THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT YOU CAST YOUR VOTE:

- FOR ALL of the nominees for the Boards of Trustees of the Funds listed in
the Proxy Statement.

- FOR ratification of the independent public accountants for the current
fiscal year of each Fund.

- FOR approval of the Preferred Share split and simultaneous reduction in
liquidation preference per Preferred Share of VKC, VIG and VIT.

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE> 7

PROXY STATEMENT

VAN KAMPEN CLOSED END FUNDS

1 PARKVIEW PLAZA, PO BOX 5555
OAKBROOK TERRACE, ILLINOIS 60181-5555
TELEPHONE (800) 341-2929

JOINT ANNUAL MEETING OF SHAREHOLDERS

JUNE 16, 1999

This Proxy Statement is furnished in connection with the solicitation by the
respective Board of Trustees (the "Trustees" or the "Board") of each of the Van
Kampen Closed End Funds listed on Annex A to this Proxy Statement (the "Funds")
of proxies to be voted at a Joint Annual Meeting of Shareholders of the Funds,
and all adjournments thereof (the "Meeting"), to be held at the offices of Van
Kampen Investments Inc., 1 Parkview Plaza, PO Box 5555 Oakbrook Terrace,
Illinois 60181-5555, on Wednesday, June 16, 1999, at 3:00 p.m. The Meeting will
be an annual meeting for each Fund. The approximate mailing date of this Proxy
Statement and accompanying form of proxy is [May ], 1999.

Participating in the Meeting are holders of common shares of beneficial
interest (the "Common Shares") and, where applicable, the holders of preferred
shares of beneficial interest (the "Preferred Shares") of each of the Funds as
set forth in Annex A to this Proxy Statement. The Common Shares and the
Preferred Shares of the Funds sometimes are referred to herein collectively as
the "Shares." The Meeting is scheduled as a joint meeting of the shareholders of
the Funds because the shareholders of the Funds are expected to consider and
vote on similar matters. The Boards of Trustees have determined that the use of
a joint proxy statement for the Meeting is in the best interest of the
shareholders of the Funds. In the event that a shareholder of any Fund present
at the Meeting objects to the holding of a joint meeting and moves for an
adjournment of the meeting of such Fund to a time immediately after the Meeting
so that such Fund's meeting may be held separately, the persons named as proxies
will vote in favor of the adjournment.

Annex A lists the abbreviated name and stock symbol by which the Funds
sometimes are referred to in this proxy statement. Please refer to Annex A for
any questions you may have regarding whether your Fund is participating at the
Meeting, defined terms relating to the Funds and abbreviated Fund names.

The Board has fixed the close of business on April 30, 1999 as the record date
(the "Record Date") for the determination of holders of Shares of each Fund
entitled to vote at the Meeting. The number of issued and outstanding Common
<PAGE> 8

Shares and, where applicable, Preferred Shares of each Fund as of the Record
Date is shown in Annex B to this Proxy Statement.

The following table summarizes each proposal to be presented at the Meeting
for the Funds and the shareholders entitled to vote with respect to each
proposal.

<TABLE>
<CAPTION>
PROPOSAL/AFFECTED FUNDS AFFECTED SHAREHOLDERS
----------------------- ---------------------
<S> <C> <C>
1. ELECTION OF TRUSTEES:
(a) With respect to VIG, VKV, VCV, VMV, VJV, VNV, VOV,
VPV, VKS, VOT, VKI and VOF, to elect three Class
III trustees
-- two trustees by holders of Common Shares Common Shares
-- one trustee by holders of Preferred Shares Preferred Shares
(b) With respect to VGM, VIM, VIC, VTF, VTJ, VTN, VTP,
VMO, VKA, VAP, VKQ, VQC, VFM, VOQ, VNM, VPQ, VMT,
VKC, VVR, VLT, VIT and VBF, to elect three Class I
trustees by holders of Common Shares Common Shares
(c) With respect to VKL, to elect three Class II
trustees
-- two trustees by holders of Common Shares Common Shares
-- one trustee by holders of Preferred Shares Preferred Shares
(d) With respect to VXS and VIN, to elect three Class
II trustees by holder of Common Shares Common Shares
2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS:
(a) With respect to the Advisory Corp. Funds, to
ratify the selection of KPMG LLP as the
independent public accountants by holders of
Common Shares and Preferred Shares voting together Common Shares and
Preferred Shares
voting together
(b) With respect to the Asset Management Funds, to
ratify the selection of Ernst & Young LLP as the
independent public accountants by holders of
Common Shares Common Shares
3. APPROVAL OF PREFERRED SHARE SPLIT AND SIMULTANEOUS
REDUCTION IN LIQUIDATION PREFERENCE:
With respect to VKC, VIG and VIT only, to approve
the Preferred Share split of each Preferred Share
of such Funds and the simultaneous reduction of
the liquidation preference per Preferred Share of
each Fund. Preferred Shares
</TABLE>

2
<PAGE> 9

OR BY WRITING TO THE RESPECTIVE FUND AT 1 PARKVIEW PLAZA, PO BOX 5555, OAKBROOK
TERRACE, ILLINOIS 60181-5555.

VOTING

Shareholders of a Fund on the Record Date will be entitled to one vote per
Share with respect to each proposal submitted to the shareholders of the Fund,
with no Share having cumulative voting rights. The voting requirement for
passage of a particular proposal depends on the nature of the proposal.

With respect to Proposal 1, holders of Common Shares and Preferred Shares,
where applicable, will vote as separate classes for the respective nominee(s) to
be elected by such class of Shares. The affirmative vote of a plurality of the
Common Shares of a Fund present at the Meeting in person or by proxy is required
to elect each nominee for Trustee of such Fund designated to be elected by the
holders of the Common Shares of such Fund. The affirmative vote of a plurality
of the Preferred Shares of a Fund present at the Meeting in person or by proxy
is required to elect each nominee for Trustee of such Fund designated to be
elected by the holders of the Preferred Shares of such Fund.

With respect to Proposal 2, holders of Common Shares and Preferred Shares,
where applicable, of a Fund will vote together and an affirmative vote of a
majority of the Shares of a Fund present at the Meeting in person or by proxy is
required to ratify the selection of the independent public accountants for such
Fund.

With respect to Proposal 3 for VKC, VIG and VIT only, holders of Preferred
Shares of each Fund, voting as a separate class, will vote on the proposal. For
VKC and VIG approval of this proposal will require an affirmative vote of the
lesser of: (i) 67% or more of the voting Preferred Shares of such Fund, if more
than 50% of the outstanding Preferred Shares of such Fund entitled to vote are
present in person or represented by proxy, or (ii) more than 50% of the
outstanding Preferred Shares of such Fund entitled to vote thereon. For VIT,
approval of this proposal will require an affirmative vote of 66 2/3% of the
outstanding Preferred Shares entitled to vote thereon.

The Board of Trustees of each Fund recommends that you cast your vote:

- FOR ALL of the nominees for the Boards of Trustees of the Funds listed in
the proxy statement.

- FOR ratification of the independent public accountants for the current
fiscal year of each Fund.

- FOR approval of the Preferred Share split and simultaneous reduction in
liquidation preference per Preferred Share of VKC, VIG and VIT.

3
<PAGE> 10

An unfavorable vote on a proposal by the shareholders of one Fund will not
affect the implementation of such a proposal by another Fund, if the proposal is
approved by the shareholders of the other Fund. An unfavorable vote on a
proposal by the shareholders of a Fund will not affect such Fund's
implementation of other proposals that receive a favorable vote. There is no
cumulative voting with respect to the election of Trustees.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon. Proxies received
prior to the Meeting on which no vote is indicated will be voted "FOR" each
proposal as to which it is entitled to vote. Abstention and broker non-votes
will not be deemed "votes cast" with respect to such proposal, but such Shares
will be counted as present for the purpose of determining a quorum. A majority
of the outstanding Shares of a Fund must be present in person or by proxy to
have a quorum for each Fund to conduct business at the Meeting.

Shareholders who execute proxies may revoke them at any time before they are
voted by filing with the respective Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.

The Funds know of no business other than that mentioned in Proposals 1, 2 and
3 of the Notice that will be presented for consideration at the Meeting. If any
other matters are properly presented, it is the intention of the persons named
on the enclosed proxy to vote proxies in accordance with their best judgment. In
the event a quorum is present at the Meeting but sufficient votes to approve any
of the proposals with respect to one or more Funds or proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting of the concerned Fund with respect to such proposal to permit
further solicitation of proxies, provided they determine that such an
adjournment and additional solicitation is reasonable and in the interest of
shareholders based on a consideration of all relevant factors, including the
nature of the relevant proposal, the percentage of votes then cast, the
percentage of negative votes then cast, the nature of the proposed solicitation
activities and the nature of the reasons for such further solicitation.

INVESTMENT ADVISER

Van Kampen Investment Advisory Corp. ("Advisory Corp.") serves as investment
adviser to each Fund listed under the heading the "Advisory Corp. Funds" on
Annex A to this Proxy Statement. Van Kampen Asset Management Inc. ("Asset
Management") serves as investment adviser to each Fund listed under the heading
the "Asset Management Funds" on Annex A to this Proxy Statement. Advisory Corp.
and Asset Management sometimes are referred to herein collectively as the
"Advisers." The principal business address of the Advisers is 1 Parkview Plaza,
4
<PAGE> 11

PO Box 5555, Oakbrook Terrace, Illinois 60181-5555. The Advisers are wholly
owned subsidiaries of Van Kampen Investments Inc. ("Van Kampen"). Van Kampen is
a diversified asset management company with more than two million retail
investor accounts, extensive capabilities for managing institutional portfolios
and more than $75 billion under management or supervision. Van Kampen's more
than 50 open end and 39 closed end funds (including the Funds) and more than
2,500 unit investment trusts are professionally distributed by leading financial
advisers nationwide. Van Kampen is an indirect wholly owned subsidiary of Morgan
Stanley Dean Witter & Co. ("MSDW").

OTHER SERVICE PROVIDERS

Each Fund, except VBF, VXS, VIN, VLT and VIT, has entered into an
administration agreement between such Fund and Van Kampen Funds Inc. (in such
capacity, the "Administrator"). The Administrator's principal business address
is 1 Parkview Plaza, PO Box 5555, Oakbrook Terrace, Illinois 60181-5555. The
Administrator is a wholly owned subsidiary of Van Kampen. VVR has entered into
an administration agreement between such Fund and Van Kampen. With respect to
VKS, Advisory Corp. has engaged Mitchell Hutchins Asset Management Inc. to act
as a sub-administrator (the "Sub-Administrator"). The Sub-Administrator's
principal place of business is 1285 Avenue of the Americas, New York, New York
10019. With respect to VKL, Advisory Corp. and the Fund have entered into an
administration agreement with Princeton Administrators, L.P. ("Princeton") for
the provision of certain administrative services. Princeton's principal place of
business is 800 Scudders Mill Road, Plainsboro, New Jersey 08536. Each Advisory
Corp. Fund has entered into an accounting services agreement with Advisory Corp.
and a legal services agreement with Van Kampen. Van Kampen's principal business
address is 1 Parkview Plaza, PO Box 5555, Oakbrook Terrace, Illinois 60181-5555.
Each of VLT, VIT, VQC and VIG has also entered into a support services agreement
with Van Kampen Funds Inc.
- ------------------------------------------------------------------------------
PROPOSAL 1: ELECTION OF TRUSTEES
- ------------------------------------------------------------------------------

Trustees are to be elected by the Shareholders at the Meeting in the following
manner:

(a) With respect to VIG, VKV, VCV, VMV, VJV, VNV, VOV, VPV, VKS, VOT,
VKI and VOF, Class III Trustees are to be elected at the Meeting by the
Shareholders to serve until the later of each respective Fund's Annual
Meeting of Shareholders in 2002 or until their successors have been
duly elected and qualified. Holders of Common Shares, voting as a
separate class, will vote with respect to the two Class III nominees,
Don G. Powell and Hugo F. Sonnenschein, designated to be elected by the
holders of Common Shares. Holders of Preferred Shares, voting as a
separate class, will vote with respect to the one Class III nominee,
Theodore A. Myers, designated to be

5
<PAGE> 12

elected by the holders of Preferred Shares. An affirmative vote of a
plurality of the Common Shares of each Fund and a plurality of the
Preferred Shares of each Fund, each voting as a separate class, present
at the Meeting in person or by proxy is required to elect the
respective nominees. It is the intention of the persons named in the
enclosed proxy to vote the Shares represented by them for the election
of the respective nominees listed below unless the proxy is marked
otherwise.

(b) With respect to VGM, VIM, VIC, VTF, VTJ, VTN, VTP, VMO, VKA, VAP,
VKQ, VQC, VFM, VOQ, VNM, VPQ, VMT, VKC, VVR, VLT, VIT and VBF, Class I
Trustees are to be elected at the Meeting by the Common Shareholders to
serve until the later of each respective Fund's Annual Meeting of
Shareholders in 2002 or until their successors have been duly elected
and qualified. Holders of Common Shares, voting as a separate class,
will vote with respect to the three Class I nominees, David C. Arch,
Howard J Kerr and Dennis J. McDonnell, designated to be elected by the
holders of Common Shares. An affirmative vote of a plurality of the
Common Shares of each Fund, voting as a separate class, present at the
Meeting in person or by proxy is required to elect the respective
nominees. It is the intention of the persons named in the enclosed
proxy to vote the Shares represented by them for the election of the
respective nominees listed below unless the proxy is marked otherwise.

(c) With respect to VKL, Class II Trustees are to be elected at the
Meeting by the Shareholders to serve until the later of the Fund's
Annual Meeting of Shareholders in 2002 or until their successors have
been duly elected and qualified. Holders of Common Shares, voting as a
separate class, will vote with respect to the two Class II nominees,
Wayne W. Whalen and Steven Muller, designated to be elected by the
holders of Common Shares. Holders of Preferred Shares, voting as a
separate class, will vote with respect to the one Class II nominee, Rod
Dammeyer, designated to be elected by the holders of Preferred Shares.
An affirmative vote of a plurality of the Common Shares of the Fund and
a plurality of the Preferred Shares of the Fund, each voting as a
separate class, present at the Meeting in person or by proxy is
required to elect the respective nominees. It is the intention of the
persons named in the enclosed proxy to vote the Shares represented by
them for the election of the respective nominees listed below unless
the proxy is marked otherwise.

(d) With respect to VXS and VIN, Class II Trustees are to be elected at
the Meeting by the Common Shareholders to serve until the later of the
Fund's Annual Meeting of Shareholders in 2002 or until their successors

6
<PAGE> 13

have been duly elected and qualified. Holders of Common Shares, voting
as a separate class, will vote with respect to the three Class II
nominees, Wayne W. Whalen, Steven Muller and Rod Dammeyer, designated
to be elected by the holders of Common Shares. An affirmative vote of a
plurality of the Common Shares of each Fund, voting as a separate
class, present at the Meeting in person or by proxy is required to
elect the respective nominees. It is the intention of the persons named
in the enclosed proxy to vote the Shares represented by them for the
election of the respective nominees listed below unless the proxy is
marked otherwise.

Each of the Trustees has served as a member of the Board of Trustees since his
initial election or appointment to the Board of Trustees as set forth on Annex C
to this Proxy Statement.

The Declaration of Trust of each Fund provides that the Board of Trustees
shall consist of trustees divided into three classes, the classes to be as
nearly equal in number as possible. For each Fund, the Trustees of only one
class are elected at each annual meeting so that the regular term of only one
class of Trustees will expire annually and any particular Trustee stands for
election only once in each three-year period. This type of classification may
prevent replacement of a majority of Trustees for up to a two-year period. The
foregoing is subject to the provisions of the Investment Company Act of 1940, as
amended (the "1940 Act"), Massachusetts law or Delaware law as applicable to
each Fund, each Fund's Declaration of Trust and each Fund's Bylaws.

With respect to each of the Funds with outstanding Preferred Shares, pursuant
to the 1940 Act, as long as any Preferred Shares are outstanding, the holders of
Preferred Shares will, voting as a separate class, elect two of the Trustees of
the Fund. Mr. Dammeyer is currently the Class II Trustee designated to be
elected by the holders of the Preferred Shares. Mr. Myers is currently the Class
III Trustee designated to be elected by the holders of the Preferred Shares.

All nominees have consented to being named in this proxy statement. With
respect to each of the Funds, each of the nominees has agreed to serve as a
Trustee if elected; however, should any nominees become unable or unwilling to
accept nomination or election, the proxies will be voted for one or more
substitute nominees designated by the present Board of Trustees of each Fund.

7
<PAGE> 14

The following sets forth the names, addresses, ages, principal occupations and
other information regarding the Trustee nominees.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
David C. Arch(1).................. Mr. Arch is Chairman and Chief Executive
1800 Swift Drive Officer of Blistex Inc., a consumer health
Oak Brook, IL 60523 care product's manufacturer, and a Director
Age: 53 of Elmhurst College and the Illinois
Manufacturers' Association. Mr. Arch is also
a Trustee or Managing General Partner of
other investment companies advised by Asset
Management, Van Kampen Management Inc.
("Management Inc.") and Advisory Corp.

Rod Dammeyer(2)................... Mr. Dammeyer is Managing Partner of Equity
Two North Riverside Plaza Group Corporate Investments, Inc., a company
Suite 1950 that makes private equity investments in
Chicago, IL 60606 other companies, and Vice Chairman and
Age: 58 Director of Anixter International Inc., a
value-added provider of integrated
networking and cabling solutions that
support business information and network
infrastructure requirements (employed by
Anixter since 1985). He is also a member of
the Board of Directors of TeleTech Holdings
Inc., Metal Management, Inc., Stericycle,
Inc., Transmedia Network, Inc., Jacor
Communications, Inc., CNA Surety Corp., Inc.
IMC Global Inc., Antec Corporation and Grupo
Azucarero Mexico (GAM). Prior to 1998, Mr.
Dammeyer was a Director of Lukens, Inc.,
Capsure Holdings Corp., Revco D.S., Inc.,
the Chase Manhattan Corporation National
Advisory Board and Sealy, Inc. Prior to
1997, Mr. Dammeyer was President, Chief
Executive Officer and a Director of Great
American Management & Investment, Inc., a
diversified manufacturing company, and a
Director of Santa Fe Energy Resources, Inc.,
Falcon Building Products, Inc., Lomas
Financial Corporation, Santa Fe Pacific
Corporation, Q-Tel, S.A. de C.V. and
Servicios Financieros Quadrum, S.A. Mr.
Dammeyer is also a Trustee or Managing
General Partner of other investment
companies advised by Asset Management,
Management Inc. and Advisory Corp.
</TABLE>

8
<PAGE> 15

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Howard J Kerr(1).................. Mr. Kerr is a Director of Canbra Foods,
736 North Western Ave. Ltd., a Canadian oilseed crushing, refining,
P.O. Box 317 processing and packaging operation. Prior to
Lake Forest, IL 60045 1998, Mr. Kerr was the President and Chief
Age: 63 Executive Officer of Pocklington
Corporation, Inc., an investment holding
company. Mr. Kerr is a Trustee or Managing
General Partner of other investment
companies advised by Asset Management,
Management Inc. and Advisory Corp.

Dennis J. McDonnell(1)*........... Mr. McDonnell is Chairman and Chief
1 Parkview Plaza Executive Officer of the Fund. He is
Oakbrook Terrace, IL 60181 Executive Vice President and a Director of
Age: 56 Van Kampen. Mr. McDonnell is also President,
Chief Operating Officer and a Director of
Asset Management, Advisory Corp., Van Kampen
Advisors Inc. ("Advisors Inc."), and
Management Inc. Prior to July of 1998,
Executive Vice President and Director of
VK/AC Holding, Inc. Prior to April 1998,
President and a Director of Van Kampen
American Capital Equity Advisors Corp. Prior
to April 1997, he was a Director of Van
Kampen Merritt Equity Holdings Corp. Prior
to September 1996, Mr. McDonnell was Chief
Executive Officer and Director of MCM Group,
Inc., McCarthy, Crisanti & Maffei, Inc., MCM
Asia Pacific Company, Limited and MCM
(Europe) Limited. Prior to July 1996, Mr.
McDonnell was President, Chief Operating
Officer and Trustee of VSM Inc. and VCJ Inc.
Mr. McDonnell is Chief Executive Officer and
President of certain open end and closed end
investment companies advised by the
Advisers, and President and Chairman of the
Board of Trustees or Board of Managing
Partners of other investment companies
advised by Asset Management, Management
Inc., and Advisory Corp.
</TABLE>

9
<PAGE> 16

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Steven Muller, Ph.D.(2)........... Dr. Muller is President Emeritus of The
President Emeritus Johns Hopkins University, Director of
The Johns Hopkins University Beneficial Corporation (bank holding
Suite 711 company) and Millipore Corporation
1619 Massachusetts Avenue, N.W. (bio-technology). Prior to December 1997,
Washington, D.C. 20036 Dr. Muller was a Trustee of the Common Sense
Age: 71 Trust and Chairman of The 21st Century
Foundation (public affairs). Prior to May
1997, he was a Director of BT Alex. Brown &
Sons (investment banking). Dr. Muller is a
Trustee or Managing General Partner of other
investment companies advised by Asset
Management, Management Inc. and Advisory
Corp.

Theodore A. Myers(3).............. Mr. Myers is the Senior Financial Advisor
550 Washington Avenue (and, prior to 1996, an Executive Vice
Glencoe, IL 60022 President and Chief Financial Officer) of
Age: 68 Qualitech Steel Corporation, a producer of
high quality engineered steels for
automotive, transportation and capital goods
industries. Mr. Myers is a Director of COVA
Series Trust of COVA Financial Life
Insurance (formerly known as Xerox Life).
Prior to 1997, Mr. Myers was a Director of
McLouth Steel and a member of the Arthur
Andersen Chief Financial Officer Advisory
Committee. Mr. Myers is also a Trustee or
Managing General Partner of other investment
companies advised by Asset Management,
Management Inc. and Advisory Corp.
</TABLE>

10
<PAGE> 17

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Don G. Powell(3)*................. Mr. Powell is currently a member of the
Van Kampen Investments Inc. Board of Governors and executive committee
2800 Post Oak Boulevard for the Investment Company Institute, and a
Houston, TX 77056 member of the Board of Trustees of the
Age: 59 Houston Museum of Natural Science. Mr.
Powell is the immediate past chairman of the
Investment Company Institute. Prior to
January 1999, he was Chairman and a Director
of Van Kampen, Asset Management, Advisory
Corp., Van Kampen Funds Inc., Van Kampen
Investor Services Inc., Advisors Inc., Van
Kampen Recordkeeping Services Inc., American
Capital Contractual Services Inc, Van Kampen
Merritt Equity Advisors Corp., Van Kampen
Insurance Agency of Illinois Inc., Van
Kampen System Inc., Van Kampen Trust
Company, Van Kampen Services Inc. and Van
Kampen Exchange Corp. Prior to July 1998,
Mr. Powell was Director and Chairman of
VK/AC Holding, Inc. Prior to 1997, he was
Chairman, President and Director of American
Capital Shareholders Corporation. Prior to
April 1997, Mr. Powell was Chairman,
President and Director of Van Kampen Merritt
Equity Holdings Corp. Prior to July of 1996,
he was Chairman and Director of VSM Inc. and
VCJ Inc. Prior to September 1996, Mr. Powell
was a Director of McCarthy, Crisanti &
Maffei, Inc. and McCarthy, Crisanti & Maffei
Acquisition Corporation. Prior to November
1996, President, Chief Executive Officer and
a Director of VK/AC Holding, Inc. Mr. Powell
is also a Trustee, Director or Managing
General Partner of other funds advised by
Asset Management, Management Inc. and
Advisory Corp.

Hugo F. Sonnenschein(3)........... Mr. Sonnenschein is President of the
5801 South Ellis Avenue University of Chicago. Mr. Sonnenschein is a
Suite 502 member of the Board of Trustees of the
Chicago, IL 60637 University of Rochester and a member of its
Age: 58 investment committee. Mr. Sonnenschein is a
member of the National Academy of Sciences
and a fellow of the American Academy of Arts
and Sciences. Mr. Sonnenschein is also a
Trustee or Managing General Partner of other
investment companies advised by Asset
Management, Management Inc. and Advisory
Corp.
</TABLE>

11
<PAGE> 18

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Wayne W. Whalen(2)*............... Mr. Whalen is a Partner in the law firm of
333 West Wacker Drive Skadden, Arps, Slate, Meagher & Flom
Chicago, IL 60606 (Illinois), legal counsel to certain open
Age: 59 end and closed end investment companies
advised by Asset Management, Management Inc.
and Advisory Corp. Mr. Whalen is a Trustee,
Director or Managing General Partner of
other funds advised by Asset Management,
Management Inc. and Advisory Corp.
</TABLE>

- ------------------------------------------------------------------------------

* Such Trustees are "interested persons" (within the meaning of Section 2(a)(19)
of the 1940 Act). Messrs. McDonnell and Powell are interested persons of the
Advisers and the Funds by reason of their positions with the Advisers. Mr.
Whalen is an interested person of the Funds by reason of his firm acting as
legal counsel for the Funds.

(1) Class I Trustee.

(2) Class II Trustee.

(3) Class III Trustee.

MEETINGS AND COMMITTEES

During the fiscal year ended December 31, 1998, the Board of Trustees of VXS,
VIN, VLT and VIT each held 7 meetings. During the last fiscal year, each of the
Trustees of such Funds during the period such Trustee served as a Trustee
attended at least 75% of the meetings of the respective Board of Trustees and
all committee meetings thereof of which such Trustee was a member. During the
fiscal year ended December 31, 1998, the Board of Trustees of such Funds had no
standing committees with the exception of an audit committee which held 2
meetings and a retirement plan committee which held no meetings.

During the fiscal year ended July 31, 1998, the Board of Trustees of VVR held
8 meetings. During the last fiscal year, each of the Trustees of such Fund
during the period such Trustee served as a Trustee attended at least 75% of the
meetings of the respective Board of Trustees and all committee meetings thereof
of which such Trustee was a member. During the fiscal year ended July 31, 1998,
the Board of Trustees of such Fund had no standing committees with the exception
of an audit committee which held 1 meeting and retirement plan committee which
held no meetings.

During the 12 month period ended October 31, 1998(+), the Board of Trustees of
VIG, VKV, VCV, VMV, VJV, VNV, VOV, VPV, VKS, VOT, VKI, VOF, VGM, VIM, VIC, VTF,
VTJ, VTN, VTP, VMO, VKA, VAP, VKL, VKQ, VQC, VFM, VOQ, VNM and VPQ each held 8
meetings. During the last 12 month period ended October 31, 1998, each of the
Trustees of such Funds during the period such

- ---------------

(+) October 31 is the fiscal year end for each of the Funds identified in this
paragraph. For each of VKQ, VQC, VFM, VOQ, VNM and VPQ, the Fund recently
changed its fiscal year end from August 31 to October 31. The information
provided in this paragraph is for the 12 month period ended October 31,
1998.
12
<PAGE> 19

Trustee served as a Trustee attended at least 75% of the meetings of the
respective Board of Trustees and all committee meetings thereof of which such
Trustee was a member. During the 12 month period ended October 31, 1998, the
Board of Trustees of such Funds had no standing committees with the exception of
an audit committee which held 2 meetings and retirement plan committee which
held no meetings.

During the fiscal year ended June 30, 1998, the Board of Trustees of VBF held
7 meetings and VMT and VKC each held 8 meetings. During the last fiscal year,
each of the Trustees of such Funds during the period such Trustee served as a
Trustee attended at least 75% of the meetings of the respective Board of
Trustees and all committee meetings thereof of which such Trustee was a member.
During the fiscal year ended June 30, 1998, the Board of Trustees of such Funds
had no standing committees with the exception of an audit committee which held 1
meeting for VBF and 2 meetings for VMT and VKC and a retirement plan committee
which held no meetings.

The audit committee currently consists of Messrs. Arch, Dammeyer, Kerr,
Muller, Myers and Sonnenschein. The audit committee makes recommendations to the
Board concerning the selection of the Fund's independent public accountants,
reviews with such accountants the scope and results of the Fund's annual audit
and considers any comments that the accountants may have regarding the Fund's
financial statements or books of account. The retirement plan committee
currently consists of Messrs. Arch, Dammeyer and Sonnenschein. The retirement
plan committee is responsible for reviewing the terms of each Fund's retirement
plan and reviews any administrative matters with respect thereto. The retirement
plan committee does not meet on a regular basis, but does meet on an ad hoc
basis as necessary to administer the retirement plan.

REMUNERATION AND OWNERSHIP INFORMATION

The Trustees and executive officers hold the same positions with other funds
in the Fund Complex (defined below). The compensation of Trustees and executive
officers that are affiliated persons (as defined in the 1940 Act) of Advisory
Corp., Asset Management, Management Inc. or Van Kampen is paid by the respective
entity. The funds in the Fund Complex, including the Funds, pay the
non-affiliated Trustees an annual retainer and meeting fees, plus expenses
incurred in connection with the such meetings. Prior to January 1, 1998, the
amount of the annual retainer was $2,500 per fund and meeting fees were $250 per
meeting per fund, plus expenses incurred in connection with the such meeting.
Commencing January 1, 1998, funds in the Fund Complex paid an annual Fund
Complex retainer in an amount equal to the product of $2,500 multiplied by the
number of funds in the Fund Complex, which retainer is then allocated among the
funds in the Fund Complex based on the relative net assets of such funds, and
$250 per meeting per fund, plus expenses incurred in connection with the such
meeting.
13
<PAGE> 20

Each fund in the Fund Complex (except the Van Kampen Exchange Fund) provides a
deferred compensation plan to its non-affiliated Trustees that allow such
trustees to defer receipt of compensation and earn a return on such deferred
amounts based upon the return of the common shares of the funds in the Fund
Complex as more fully described below. Each fund in the Fund Complex (except the
Van Kampen Exchange Fund) also provides a retirement plan to its non-affiliated
Trustees that provides non-affiliated Trustees with compensation after
retirement, provided that certain eligibility requirements are met as more fully
described below.

Each non-affiliated Trustee generally can elect to defer receipt of all or a
portion of the compensation earned by such non-affiliated Trustee until
retirement. Amounts deferred are retained by the respective fund and earn a rate
of return determined by reference to the return on the common shares of such
fund or other funds in the Fund Complex as selected by the respective
non-affiliated Trustee, with the same economic effect as if such non-affiliated
Trustee had invested in one or more funds in the Fund Complex, including the
Funds. To the extent permitted by the 1940 Act, each Fund may invest in
securities of those funds selected by the non-affiliated Trustees in order to
match the deferred compensation obligation. The deferred compensation plan is
not funded and obligations thereunder represent general unsecured claims against
the general assets of the respective Fund.

Each Fund has adopted a retirement plan. Under the retirement plan, a non-
affiliated Trustee who is receiving trustee's compensation from a fund prior to
such non-affiliated Trustee's retirement, has at least 10 years of service
(including years of service prior to adoption of the retirement plan) for such
fund and retires at or after attaining the age of 62, is eligible to receive a
retirement benefit equal to $2,500 per year for each of the ten years following
such trustee's retirement from such fund. Trustees retiring prior to the age of
62 or with fewer than 10 years but more than 5 years of service may receive
reduced retirement benefits from a fund. Each non-affiliated Trustee has served
as a member of each Fund's Board of Trustees as set forth on Annex C to this
Proxy Statement.

14
<PAGE> 21

Additional information regarding compensation and benefits for trustees is set
forth below. As indicated in the notes accompanying the table, the amounts
relate to either the respective Fund's most recently completed fiscal year end
in 1998 or the Fund Complex' most recently completed calendar year ended
December 31, 1998.

COMPENSATION TABLE

<TABLE>
<CAPTION>
FUND COMPLEX
--------------------------------------------------
ESTIMATED AGGREGATE
PENSION OR TOTAL
RETIREMENT ESTIMATED COMPENSATION
AGGREGATE BENEFITS AGGREGATE BEFORE
COMPENSATION ACCRUED ANNUAL DEFERRAL
FROM EACH AS PART OF BENEFITS UPON FROM FUND
NAME(1) FUND(2) EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------ ------------------- ------------- ------------
<S> <C> <C> <C> <C>
David C. Arch.............. (2) $10,861 $97,500 $160,875
Rod Dammeyer............... (2) 19,532 97,500 161,125
Howard J Kerr.............. (2) 37,215 96,250 161,125
Steven Muller.............. (2) 22,683 7,500 161,125
Theodore A. Myers.......... (2) 66,530 81,750 161,125
Hugo F. Sonnenschein....... (2) 18,878 97,500 161,125
Wayne W. Whalen............ (2) 22,126 97,500 160,625
</TABLE>

- ---------------
(1) Each of Messrs. McDonnell and Powell is an affiliated persons of the
Advisers, Management Inc. or Van Kampen, and does not receive compensation
or retirement benefits from the Funds.

(2) The amount of aggregate compensation payable by each Fund for its most
recently completed fiscal year end in 1998 before deferral by the trustees
under the deferred compensation plan is shown in Annex D. Certain trustees
deferred all or a portion of the aggregate compensation payable by each Fund
for its most recently completed fiscal year end in 1998 as shown in Annex E.
The deferred compensation plan is described above the table. Amounts
deferred are retained by the respective Fund and earn a rate of return
determined by reference to either the return on the Common Shares of the
Fund or the common shares of other funds in the Fund Complex (as defined
below) as selected by the respective trustee. To the extent permitted by the
1940 Act, the Fund may invest in securities of these funds selected by the
trustees in order to match the deferred compensation obligation. The
cumulative deferred compensation (including earnings accrued thereon for
each trustee) for each Fund as of the end of its most recently completed
fiscal year end in 1998 is shown in Annex F.

(3) The amounts shown in this column represent the sum of the estimated Pension
or Retirement Benefit accruals expected to be accrued by the operating funds
in the Fund Complex for their respective fiscal years ended in 1998. The
retirement plan is described above the table.

(4) The amounts shown in this column represent the sum of the estimated annual
benefits upon retirement payable per year by the current operating funds in
the Fund Complex for each year of the 10-year period commencing in the year
of such trustee's anticipated retirement. Each Fund is expected to pay
benefits of $2,500 per year for each of the 10-year period commencing in the
year of such trustee's retirement to those trustees who retire at or over
the age of 62 and with at least ten years of service to each Fund. The
retirement plan is described above the compensation table.

15
<PAGE> 22

(5) The amounts shown in this column are accumulated from the Aggregate
Compensation of the 42 operating investment companies in the Fund Complex
for the calendar year ended December 31, 1998 before deferral by the
trustees under the deferred compensation plan. Amounts deferred are retained
by the respective fund and earn a rate of return determined by reference to
either the return on the Common Shares of the Fund or the common shares of
other funds in the Fund Complex as selected by the respective trustee. To
the extent permitted by the 1940 Act, the respective fund may invest in
securities of the funds selected by the trustees in order to match the
deferred compensation obligation. The Advisers or their affiliates also
serve as investment adviser for other investment companies; however, with
the exception of Messrs. McDonnell, Whalen and Powell, the Trustees are not
trustees of such other investment companies. Combining the Fund Complex with
other investment companies advised by the Advisers or their affiliates, Mr.
Whalen received Total Compensation of $285,282 for the year ended December
31, 1998.

SHAREHOLDER APPROVAL

With respect to each of the Funds, the holders of Common Shares and, where
applicable, the holders of Preferred Shares, each voting as a separate class,
will vote on the respective nominees designated to be elected by such class of
Shares. The affirmative vote of a plurality of the Common Shares of each Fund
present at the Meeting in person or by proxy is required to elect each nominee
for Trustee designated to be elected by the Common Shares, and, where
applicable, the affirmative vote of a plurality of the Preferred Shares of each
Fund present at the Meeting in person or by proxy is required to elect each
nominee for Trustee designated to be elected by the Preferred Shares. THE BOARD
OF TRUSTEES RECOMMENDS A VOTE "FOR ALL" OF THE NOMINEES.
- ------------------------------------------------------------------------------
PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC
ACCOUNTANTS
- ------------------------------------------------------------------------------

The Board of Trustees of each Fund, including a majority of the Trustees who
are not "interested persons" of each Fund (as defined by the 1940 Act), has
selected the independent public accountants named below to examine the financial
statements for the fiscal year of each Fund ending in 1999.

(a) With respect to each Advisory Corp. Fund, the Board of Trustees has
selected KPMG LLP as the Fund's independent public accountants. Each Advisory
Corp. Fund knows of no direct or indirect financial interest of such firm in
such Advisory Corp. Fund. Such appointment is subject to ratification or
rejection by the shareholders of each Advisory Corp. Fund, with the shareholders
of each Advisory Corp. Fund voting together as a single class. Representatives
of KPMG LLP are expected to be present at the Meeting, will be available to
respond to questions from shareholders and will have the opportunity to make a
statement if they so desire.

(b) With respect to each Asset Management Fund, the Board of Trustees has
selected Ernst & Young LLP as the Fund's independent public accountants. Each

16
<PAGE> 23

Asset Management Fund knows of no direct or indirect financial interest of such
firm in such Asset Management Fund. Such appointment is subject to ratification
or rejection by the shareholders of each Asset Management Fund, with the
shareholders of each Asset Management Fund voting together as a single class.
Representatives of Ernst & Young LLP are expected to be present at the Meeting,
will be available to respond to questions from shareholders and will have the
opportunity to make a statement if they so desire.

SHAREHOLDER APPROVAL

With respect to each of the Funds, the holders of Common Shares and, where
applicable, the holders of Preferred Shares, voting together as a single class,
will vote on ratification of the independent public accountants for the Fund.
The affirmative vote of a majority of the Shares of each Fund present at the
Meeting in person or by proxy is required to ratify the selection of the
independent public accountants for such Fund. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE "FOR" RATIFICATION OF THE RESPECTIVE INDEPENDENT PUBLIC ACCOUNTANTS
SELECTED FOR THE FUND.
- ------------------------------------------------------------------------------
PROPOSAL 3: FOR VKC, VIG AND VIT ONLY, APPROVAL OF PREFERRED SHARE SPLIT AND
SIMULTANEOUS REDUCTION IN LIQUIDATION PREFERENCE PER PREFERRED SHARE
- ------------------------------------------------------------------------------

With respect to VKC, VIG and VIT only, holders of Preferred Shares are being
asked to vote on a proposal to split each Preferred Share of such Fund and to
simultaneously reduce the liquidation preference per Preferred Share of such
Fund. The amount of the Preferred Share split ratio and simultaneous reduction
in liquidation preference are designed to eliminate any economic impact on
shareholders from this proposal and are calculated so that the resulting
Preferred Shares have a liquidation preference of $25,000 as follows:

<TABLE>
<CAPTION>
CURRENT PREFERRED SHARE PROPOSED
FUND PREFERRED SHARES SPLIT RATIO PREFERRED SHARES
- ---- ---------------- --------------- ----------------
<C> <S> <C> <C>
VKC Remarketed Preferred Shares, 2 for 1 Remarketed Preferred Shares,
Liquidation Preference $50,000 Liquidation Preference $25,000
per share per share
VIG Remarketed Preferred Shares, 4 for 1 Remarketed Preferred Shares,
Liquidation Preference Liquidation Preference $25,000
$100,000 per share
per share
VIT Auction Market Preferred 4 for 1 Auction Market Preferred
Shares, Shares, Liquidation Preference
Liquidation Preference $25,000 per share
$100,000
per share
</TABLE>

17
<PAGE> 24

The Board of Trustees of each Fund and the Adviser believe the Preferred Share
split and simultaneous liquidation preference reduction is in the best interests
of the shareholders of these Funds because such actions may increase the
liquidity and marketability of their Preferred Shares as well as provide a more
convenient size for purchases. Most of the other Van Kampen Funds have
previously implemented similar proposals to split and reduce the liquidation
preference of their Preferred Shares. Approval of this proposal will result in
amendments to the Fund's organizational documents as necessary to implement the
change, including increasing the number of authorized Preferred Shares and
reducing the amount of the liquidation preference per Preferred Share.

SHAREHOLDER APPROVAL

With respect to VKC, VIG and VIT, the holders of the Preferred Shares, voting
as a separate class, will vote on this proposal, for VKC and VIG, approval of
the proposed Preferred Share split and simultaneous reduction in liquidation
preference per Preferred Share requires an affirmative vote of the lesser of (i)
67% of more of the voting Preferred Shares of such Fund, if more than 50% of the
outstanding Preferred Shares of such Fund entitled to vote are present in person
or represented by proxy, or (i) more than 50% of the outstanding Preferred
Shares of such Fund entitled to vote thereon. For VIT, approval of the proposed
Preferred Share split and simultaneous reduction in liquidation preference per
Preferred Share requires an affirmative vote of 66 2/3% of the outstanding
Preferred Shares entitled to vote thereon. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE "FOR" APPROVAL OF THE PREFERRED SHARE SPLIT AND SIMULTANEOUS REDUCTION IN
LIQUIDATION PREFERENCE PER PREFERRED SHARE.
- ------------------------------------------------------------------------------
OTHER INFORMATION
- ------------------------------------------------------------------------------

EXECUTIVE OFFICERS OF THE FUNDS

The following table sets forth certain information concerning the executive
officers of the Funds other than those officers previously named as nominees
above.

EXECUTIVE OFFICERS OF THE FUNDS

18
<PAGE> 25

<TABLE>
<CAPTION>
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUNDS DURING PAST 5 YEARS
--------------------- ------------------ ---------------------
<S> <C> <C>
A. Thomas Smith III.... Vice President Executive Vice President, General
1 Parkview Plaza and Secretary Counsel, Secretary and Director of Van
Oakbrook Terrace, Kampen Advisors Inc., the Advisers, Van
IL 60181 Kampen Management Inc., Van Kampen, Van
Age: 42 Kampen Funds Inc., American Capital
Contractual Services, Inc., Van Kampen
Exchange Corp., Van Kampen
Recordkeeping Services Inc., Van Kampen
Investor Services, Inc., Van Kampen
Insurance Agency of Illinois Inc. and
Van Kampen System Inc. From January
1994 through January 1999, counsel to
New York Life Insurance Company,
serving as Vice President and Associate
General Counsel since March of 1997.
Assistant General Counsel of The
Dreyfus Corporation from September 1991
to December 1993 and a Senior Associate
of Willkie Farr & Gallagher from
February 1989 to August 1991. From
January 1986 to January 1989, Staff
Attorney with the U.S. Securities and
Exchange Commission in the Division of
Investment Management's Office of Chief
Counsel.
Paul R. Wolkenberg..... Vice President Executive Vice President and Director
2800 Post Oak Blvd. of Van Kampen. Executive Vice President
Houston, TX 77056 of Asset Management and Van Kampen
Age: 54 Funds Inc. President and a Director of
Van Kampen Investor Services Inc.
President and Chief Operating Officer
of Van Kampen Recordkeeping Services
Inc. Prior to July 1998, Director and
Executive Vice President of VK/AC
Holding, Inc. Vice President of other
investment companies advised by Asset
Management, Management Inc. and
Advisory Corp.
Edward C. Wood III..... Vice President Senior Vice President of Asset
1 Parkview Plaza Management, Advisory Corp., Van Kampen,
Oakbrook Terrace, IL Van Kampen Funds Inc., Van Kampen
60181 Insurance Agency of Illinois Inc. and
Age: 42 Management Inc. Vice President of other
investment companies advised by Asset
Management, Management Inc. and
Advisory Corp.
</TABLE>

19
<PAGE> 26

<TABLE>
<CAPTION>
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUNDS DURING PAST 5 YEARS
--------------------- ------------------ ---------------------
<S> <C> <C>
Curtis W. Morell....... Vice President and Senior Vice President of the Asset
2800 Post Oak Blvd. Chief Accounting Management, Advisory Corp. and Van
Houston, TX 77056 Officer Kampen. Vice President and Chief
Age: 52 Accounting Officer of other investment
companies advised by Asset Management,
Management Inc. and Advisory Corp.
John L. Sullivan....... Vice President, Senior Vice President of Asset
1 Parkview Plaza Treasurer and Management, Advisory Corp., Management
Oakbrook Terrace, Chief Financial Inc. and Van Kampen. Vice President,
IL 60181 Officer Treasurer and Chief Financial Officer
Age: 43 of other investment companies advised
by Asset Management, Management Inc.
and Advisory Corp.
Tanya M. Loden......... Controller Vice President of Asset Management,
2800 Post Oak Blvd. Advisory Corp., Management Inc. and Van
Houston, TX 77056 Kampen, Controller of other investment
Age: 39 companies advised by Asset Management,
Management Inc. and Advisory Corp.
Stephen L. Boyd........ Vice President of Chief Investment Officer for equity
2800 Post Oak Blvd. VXS only investments at Van Kampen. Prior to
Houston, TX 77056 October 1998, Vice President, Senior
Age: 58 Portfolio Manager with AIM Capital
Management, Inc. Prior to February
1998, Senior Vice President of Van
Kampen American Capital Asset
Management, Inc., Van Kampen American
Capital Investment Advisory Corp. and
Van Kampen American Capital Management,
Inc.
Jeffrey W. Maillet..... Vice President of Senior Vice President and Portfolio
1 Parkview Plaza VVR only Manager of Advisory Corp. He is also
Oakbrook Terrace, IL Senior Vice President of Management
60181 Inc. and Asset Management.
Age: 42
</TABLE>

The officers of the Funds serve for one year or until their respective
successors are chosen and qualified. The Funds' officers receive no compensation
from the Funds, but are all officers of Advisory Corp., Asset Management,
Management Inc., Van Kampen or their affiliates and receive compensation in such
capacities.

SHAREHOLDER INFORMATION

As of April 30, 1999, the Trustees and executive officers of the Funds as a
group owned less than 1% of the outstanding Shares of each Fund. As of April 30,
1999, certain trustees and executive officers owned, directly or beneficially,
the number of

20
<PAGE> 27

Common Shares of each Fund as set forth in Annex G. Trustees and executive
officers who do not own any Common Shares of the Funds or Funds which are not
owned by any Trustee or executive officers have been omitted from the table. As
of April 30, 1999, no trustees or executive officers owned any Preferred Shares
of the Funds. As of April 30, 1999, to the knowledge of the Funds, no
Shareholder owned beneficially more than 5% of a class of a Fund's outstanding
Shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934, as amended, require each of the Funds' Trustees, officers, investment
adviser, affiliated persons of the investment adviser and persons who own more
than 10% of a registered class of the Fund's equity securities to file forms
with the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange or American Stock Exchange, as applicable, reporting their affiliation
with the Fund and reports of ownership and changes in ownership of Fund Shares.
These persons and entities are required by SEC regulation to furnish the Fund
with copies of all such forms they file. Based on a review of these forms
furnished to each Fund, each Fund believes that during its last fiscal year, its
Trustees, officers, investment adviser and affiliated persons of the investment
adviser complied with the applicable filing requirements.
- ------------------------------------------------------------------------------
EXPENSES
- ------------------------------------------------------------------------------

The expenses of preparing, printing and mailing the enclosed form of proxy,
the accompanying Notice and this Proxy Statement and all other costs, in
connection with the solicitation of proxies will be borne by the Funds. The
total amount of these expenses will be allocated among each of the Funds based
upon the total number of shareholders for each Fund in relation to the total
number of shareholders for all of the Funds participating in the Meeting. The
Funds will also reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Funds. In order to obtain the necessary quorum at the Meeting,
additional solicitation may be made by mail, telephone, telegraph, facsimile or
personal interview by representatives of the Funds, the Advisers or Van Kampen,
the transfer agents of the Funds or by dealers or their representatives or by
First Data Investor Services Group, a solicitation firm located in Boston,
Massachusetts that has been engaged to assist in proxy solicitations at an
estimated cost of approximately $2,500 per Fund.
- ------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- ------------------------------------------------------------------------------

To be considered for presentation at a shareholders' meeting, rules
promulgated by the SEC generally require that, among other things, a
shareholder's proposal

21
<PAGE> 28

must be received at the offices of the relevant Fund a reasonable time before a
solicitation is made. Shareholder proposals intended to be presented at the year
2000 Annual Meeting of Shareholders for a Fund pursuant to Rule 14a-8 under the
Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the
Fund at the Fund's principal executive offices by February 17, 2000. 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 March 17, 2000. Timely submission of a proposal does not
necessarily mean that such proposal will be included. Any shareholder who wishes
to submit a proposal for consideration at a meeting of such shareholder's Fund
should send such proposal to the respective Fund at 1 Parkview Plaza, PO Box
5555, Oakbrook Terrace, Illinois 60181-5555.

- ------------------------------------------------------------------------------
GENERAL
- ------------------------------------------------------------------------------

Management of each Fund does not intend to present and does not have reason to
believe that others will present any other items of business at the Meeting.
However, if other matters are properly presented to the Meeting for a vote, the
proxies will be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.

A list of shareholders of each Fund entitled to be present and vote at the
Meeting will be available at the offices of the respective Fund, 1 Parkview
Plaza, PO Box 5555, Oakbrook Terrace, Illinois 60181-5555, for inspection by any
shareholder during regular business hours for ten days prior to the date of the
Meeting.

Failure of a quorum to be present at the Meeting for any Fund may necessitate
adjournment and may subject such Fund to additional expense.

IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

A. THOMAS SMITH III,
Vice President and Secretary
[May , 1999]

22
<PAGE> 29

ANNEX A

VAN KAMPEN CLOSED END FUNDS

The following list sets forth the Van Kampen closed end investment companies
(the "Funds") participating in the Joint Annual Meeting of Shareholders to be
held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, PO Box
5555, Oakbrook Terrace, Illinois 60181-5555 on Wednesday, June 16, 1999, at 3:00
p.m. The name in the first column below is the legal name for each Fund. The
name in the second column is the abbreviated name of each Fund and the
designation in the third column is the stock symbol of each Fund; the
abbreviated name or stock symbol are sometimes used to identify a specific Fund
in the Proxy Statement. Each of the Funds has issued common shares of beneficial
interest and such common shares of the Funds are referred to herein as the
"Common Shares". Certain Funds have issued preferred shares of beneficial
interest with a liquidation preference per share as designated in the fourth
column below and such preferred shares of the Funds are referred to herein as
the "Preferred Shares." For the convenience of administering proposal 2, the
Funds have also been grouped into "Advisory Corp. Funds" and "Asset Management
Funds."

ADVISORY CORP. FUNDS

<TABLE>
<CAPTION>
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
<S> <C> <C> <C>
Van Kampen Municipal Income Municipal Income Trust VMT Rate Adjusted Tax-Exempt
Trust Shares, liquidation
preference $500,000 per
share
Van Kampen California California Municipal VKC Remarketed Preferred Shares,
Municipal Trust Trust liquidation preference
$50,000 per share
Van Kampen Investment Grade Investment Grade VIG Remarketed Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$100,000 per share
Van Kampen Select Sector Select Sector VKL Remarketed Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Municipal Trust Municipal Trust VKQ Auction Preferred Shares,
liquidation preference
$25,000 per share
Van Kampen California California Quality VQC Auction Preferred Shares,
Quality Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen New York Quality New York Quality VNM Auction Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Pennsylvania Pennsylvania Quality VPQ Auction Preferred Shares,
Quality Municipal Trust Municipal Trust liquidation preference
$25,000 per share
</TABLE>

A-1
<PAGE> 30

<TABLE>
<CAPTION>
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
<S> <C> <C> <C>
Van Kampen Florida Quality Florida Quality VFM Auction Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
Van Kampen Ohio Quality Ohio Quality Municipal VOQ Auction Preferred Shares,
Municipal Trust Trust liquidation preference
$25,000 per share
Van Kampen Trust for Insured Trust for Insured VIM Auction Preferred Shares,
Municipals Municipals liquidation preference
$25,000 per share
Van Kampen Trust for Trust for Investment VGM Auction Preferred Shares,
Investment Grade Municipals Grade Municipals liquidation preference
$25,000 per share
Van Kampen Trust for Trust for Investment VIC Auction Preferred Shares,
Investment Grade California Grade California liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Trust for Trust for Investment VTN Auction Preferred Shares,
Investment Grade New York Grade New York liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Trust for Trust for Investment VTP Auction Preferred Shares,
Investment Grade Grade Pennsylvania liquidation preference
Pennsylvania Municipals Municipals $25,000 per share
Van Kampen Trust for Trust for Investment VTF Auction Preferred Shares,
Investment Grade Florida Grade Florida liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Trust for Trust for Investment VTJ Auction Preferred Shares,
Investment Grade New Jersey Grade New Jersey liquidation preference
Municipals Municipals $25,000 per share
Van Kampen Municipal Municipal Opportunity VMO Auction Preferred Shares,
Opportunity Trust Trust liquidation preference
$25,000 per share
Van Kampen Advantage Advantage Municipal VKA Auction Preferred Shares,
Municipal Income Trust Income Trust liquidation preference
$25,000 per share
Van Kampen Advantage Advantage Pennsylvania VAP Auction Preferred Shares,
Pennsylvania Municipal Municipal Income liquidation preference
Income Trust Trust $25,000 per share
Van Kampen New Jersey Value New Jersey Value VJV Auction Preferred Shares,
Municipal Income Trust Municipal Income liquidation preference
Trust $25,000 per share
Van Kampen Ohio Value Ohio Value Municipal VOV Auction Preferred Shares,
Municipal Income Trust Income Trust liquidation preference
$25,000 per share
Van Kampen Massachusetts Massachusetts Value VMV Auction Preferred Shares,
Value Municipal Income Municipal Income liquidation preference
Trust Trust $25,000 per share
Van Kampen Strategic Sector Strategic Sector VKS Auction Preferred Shares,
Municipal Trust Municipal Trust liquidation preference
$25,000 per share
</TABLE>

A-2
<PAGE> 31

ASSET MANAGEMENT FUNDS

<TABLE>
<CAPTION>
PREFERRED SHARES
LEGAL NAME ABBREVIATED NAME STOCK SYMBOL OUTSTANDING
---------- ---------------- ------------ ----------------
<S> <C> <C> <C>
Van Kampen Bond Fund Bond Fund VBF Not Applicable
Van Kampen Convertible Convertible Securities VXS Not Applicable
Securities Fund Fund
Van Kampen Income Trust Income Trust VIN Not Applicable
</TABLE>

A-3
<PAGE> 32

ANNEX B

VAN KAMPEN CLOSED END FUNDS

The following list sets forth the number of issued and outstanding Common
Shares and Preferred Shares, where applicable, for each Fund as of April 30,
1999, the Record Date.

<TABLE>
<CAPTION>
FUND NAME COMMON SHARES PREFERRED SHARES
--------- ------------- ----------------
<S> <C> <C>
Van Kampen Municipal Income Trust 300
Van Kampen California Municipal Trust 400
Van Kampen Investment Grade Municipal Trust 250
Van Kampen Select Sector Municipal Trust 1,360
Van Kampen Municipal Trust 12,000
Van Kampen California Quality Municipal Trust 3,000
Van Kampen New York Quality Municipal Trust 1,800
Van Kampen Pennsylvania Quality Municipal Trust 2,600
Van Kampen Florida Quality Municipal Trust 2,000
Van Kampen Ohio Quality Municipal Trust 1,400
Van Kampen Trust for Insured Municipals 3,000
Van Kampen Trust for Investment Grade Municipals 10,600
Van Kampen Trust for Investment Grade California Municipals 1,800
Van Kampen Trust for Investment Grade New York Municipals 2,400
Van Kampen Trust for Investment Grade Pennsylvania 2,800
Municipals
Van Kampen Trust for Investment Grade Florida Municipals 1,600
Van Kampen Trust for Investment Grade New Jersey Municipals 1,600
Van Kampen Municipal Opportunity Trust 6,000
Van Kampen Advantage Municipal Income Trust 7,600
Van Kampen Advantage Pennsylvania Municipal Income Trust 1,600
Van Kampen New Jersey Value Municipal Income Trust 1,000
Van Kampen Ohio Value Municipal Income Trust 600
Van Kampen Massachusetts Value Municipal Income Trust 1,000
Van Kampen Strategic Sector Municipal Trust 3,800
Van Kampen New York Value Municipal Income Trust 1,600
Van Kampen California Value Municipal Income Trust 2,400
Van Kampen Pennsylvania Value Municipal Income Trust 1,800
Van Kampen Value Municipal Income Trust 9,000
Van Kampen Florida Municipal Opportunity Trust 640
Van Kampen Municipal Opportunity Trust II 4,600
Van Kampen Advantage Municipal Income Trust II 3,200
Van Kampen High Income Trust 1,800
Van Kampen High Income Trust II 850
Van Kampen Senior Income Trust N/A
Van Kampen Bond Fund N/A
Van Kampen Convertible Securities Fund N/A
Van Kampen Income Trust N/A
</TABLE>

B-1
<PAGE> 33

ANNEX C

The table below sets forth the year in which each of the nominees to the
Board of Trustees initially was elected or appointed to the Board of Trustees of
each Fund.

<TABLE>
<CAPTION>
ARCH DAMMEYER KERR MCDONNELL MULLER MYERS POWELL SONNENSCHEIN WHALEN
---- -------- ---- --------- ------ ----- ------ ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Municipal Income Trust (VMT)...... 1988 1988 1992 1988 1998 1988 1987 1994 1988
California Municipal Trust
(VKC)............................ 1988 1988 1992 1988 1998 1988 1997 1994 1988
High Income Trust (VIT)........... 1988 1988 1992 1988 1998 1988 1997 1994 1988
Investment Grade Municipal Trust
(VIG)............................ 1989 1989 1992 1989 1998 1989 1997 1994 1989
High Income Trust II (VLT)........ 1989 1989 1992 1989 1998 1989 1997 1994 1989
California Quality Municipal Trust
(VQC)............................ 1991 1991 1992 1991 1998 1991 1997 1994 1991
Florida Quality Municipal Trust
(VFM)............................ 1991 1991 1992 1991 1998 1991 1997 1994 1991
Municipal Trust (VKQ)............. 1991 1991 1992 1991 1998 1991 1997 1994 1991
New York Quality Municipal Trust
(VNM)............................ 1991 1991 1992 1991 1998 1991 1997 1991 1991
Ohio Quality Municipal Trust
(VOQ)............................ 1991 1991 1992 1991 1998 1991 1997 1994 1991
Pennsylvania Quality Municipal
Trust (VPQ)...................... 1991 1991 1992 1991 1998 1991 1997 1994 1991
Trust for Insured Municipals
(VIM)............................ 1991 1991 1992 1991 1998 1991 1997 1994 1991
Trust for Investment Grade
Municipals (VGM)................. 1991 1991 1992 1991 1998 1991 1997 1994 1991
Advantage Municipal Income Trust
(VKA)............................ 1992 1992 1992 1992 1998 1992 1997 1994 1992
Advantage Pennsylvania Municipal
Income Trust (VAP)............... 1992 1992 1992 1992 1998 1992 1997 1994 1992
Municipal Opportunity Trust
(VMO)............................ 1992 1992 1992 1992 1998 1992 1997 1994 1992
Strategic Sector Municipal Trust
(VKS)............................ 1992 1992 1992 1992 1998 1992 1997 1994 1992
Trust for Investment Grade
California Municipals (VIC)...... 1992 1992 1992 1992 1998 1992 1997 1994 1992
Trust for Investment Grade Florida
Municipals (VTF)................. 1992 1992 1992 1992 1998 1992 1997 1994 1992
Trust for Investment Grade New
Jersey Municipals (VTJ).......... 1992 1992 1992 1992 1998 1992 1997 1994 1992
Trust for Investment Grade New
York Municipals (VTN)............ 1992 1992 1992 1992 1998 1992 1997 1994 1992
Trust for Investment Grade
Pennsylvania Municipals (VTP).... 1992 1992 1992 1992 1998 1992 1997 1994 1992
Advantage Municipal Income Trust
II (VKI)......................... 1993 1993 1993 1993 1998 1993 1997 1994 1993
California Value Municipal Income
Trust (VCV)...................... 1993 1993 1993 1993 1998 1993 1997 1994 1993
Florida Municipal Opportunity
Trust (VOF)...................... 1993 1993 1993 1993 1998 1993 1997 1994 1993
Massachusetts Value Municipal
Income Trust (VMV)............... 1993 1993 1993 1993 1998 1993 1997 1994 1993
</TABLE>

C-1

<PAGE> 34

ANNEX C -- (CONTINUED)

<TABLE>
<CAPTION>
ARCH DAMMEYER KERR MCDONNELL MULLER MYERS POWELL SONNENSCHEIN WHALEN
---- -------- ---- --------- ------ ----- ------ ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Municipal Opportunity Trust II
(VOT)............................ 1993 1993 1993 1993 1998 1993 1997 1994 1993
New Jersey Value Municipal Income
Trust (VJV)...................... 1993 1993 1993 1993 1998 1993 1997 1994 1993
New York Value Municipal Income
Trust (VNV)...................... 1993 1993 1993 1993 1998 1993 1997 1994 1993
Ohio Value Municipal Income Trust
(VOV)............................ 1993 1993 1993 1993 1998 1993 1997 1994 1993
Pennsylvania Value Municipal
Income Trust (VPV)............... 1993 1993 1993 1993 1998 1993 1997 1994 1993
Select Sector Municipal Trust
(VKL)............................ 1993 1993 1993 1993 1998 1993 1997 1994 1993
Value Municipal Income Trust
(VKV)............................ 1993 1993 1993 1993 1998 1993 1997 1994 1993
Bond Fund (VBF)................... 1997 1997 1997 1997 1990 1997 1997 1997 1997
Convertible Securities Fund
(VXS)............................ 1997 1997 1997 1997 1990 1997 1997 1997 1997
Income Trust (VIN)................ 1997 1997 1997 1997 1990 1997 1997 1997 1997
Senior Income Trust (VVR)......... 1998 1998 1998 1998 1998 1998 1998 1998 1998
</TABLE>

C-2
<PAGE> 35

ANNEX D
1998 AGGREGATE COMPENSATION BEFORE DEFERRAL FROM EACH FUND

<TABLE>
<CAPTION>
NAME OF FUND FISCAL YEAR-END ARCH DAMMEYER KERR MULLER MYERS SONNENSCHEIN WHALEN
------------ --------------- ---- -------- ---- ------ ----- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Municipal Income Trust................... 06/30 $4,253 $4,253 $4,253 $1,996 $4,253 $4,253 $4,241
California Municipal Trust............... 06/30 2,940 2,940 2,940 683 2,940 2,940 2,928
Bond Fund................................ 06/30 1,278 1,278 1,278 2,968 1,278 1,278 1,266
Senior Income Trust...................... 07/31 250 250 250 250 250 250 250
Municipal Trust(1)....................... 10/31 6,697 6,697 6,697 5,565 6,697 6,697 6,691
California Quality Municipal Trust(1).... 10/31 3,534 3,534 3,534 2,402 3,534 3,534 3,528
New York Quality Municipal Trust(1)...... 10/31 3,055 3,055 3,055 1,923 3,055 3,055 3,049
Florida Quality Municipal Trust(1)....... 10/31 3,142 3,142 3,142 2,010 3,142 3,142 3,136
Ohio Quality Municipal Trust(1).......... 10/31 2,899 2,899 2,899 1,767 2,899 2,899 2,893
Pennsylvania Quality Municipal
Trust(1)................................ 10/31 3,353 3,353 3,353 2,221 3,353 3,353 3,347
Advantage Municipal Income Trust......... 10/31 4,770 4,770 4,770 3,363 4,770 4,770 4,760
Advantage Municipal Income Trust II...... 10/31 3,315 3,315 3,315 2,283 3,315 3,315 3,309
Advantage Pennsylvania Municipal Income
Trust................................... 10/31 2,933 2,933 2,933 1,801 2,933 2,933 2,927
California Value Municipal Income
Trust................................... 10/31 3,130 3,130 3,130 1,998 3,130 3,130 3,124
Florida Municipal Opportunity Trust...... 10/31 2,581 2,581 2,581 1,449 2,581 2,581 2,575
Investment Grade Municipal Trust......... 10/31 2,746 2,746 2,746 1,614 2,746 2,746 2,740
Massachusetts Value Municipal Income
Trust................................... 10/31 2,699 2,699 2,699 1,567 2,699 2,699 2,693
Municipal Opportunity Trust.............. 10/31 4,336 4,336 4,336 3,204 4,336 4,336 4,330
Municipal Opportunity Trust II........... 10/31 3,737 3,737 3,737 2,605 3,737 3,737 3,731
New Jersey Value Municipal Income
Trust................................... 10/31 2,686 2,686 2,686 1,554 2,686 2,686 2,680
New York Value Municipal Income Trust.... 10/31 2,893 2,893 2,893 1,761 2,893 2,893 2,887
Ohio Value Municipal Income Trust........ 10/31 2,580 2,580 2,580 1,448 2,580 2,580 2,574
Pennsylvania Value Municipal Income
Trust................................... 10/31 2,929 2,929 2,929 1,797 2,929 2,929 2,923
Select Sector Municipal Trust............ 10/31 2,853 2,853 2,853 1,721 2,853 2,853 2,847
</TABLE>

- ---------------
(1) Because the Fund recently changed its fiscal year end from August 31 to
October 31, the information provided herein is for the 12 month period ended
October 31, 1998.

D-1

<PAGE> 36

ANNEX D -- (CONTINUED)

<TABLE>
<CAPTION>
NAME OF FUND FISCAL YEAR-END ARCH DAMMEYER KERR MULLER MYERS SONNENSCHEIN WHALEN
------------ --------------- ---- -------- ---- ------ ----- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Strategic Sector Municipal Trust......... 10/31 3,573 3,573 3,573 2,441 3,573 3,573 3,567
Trust for Insured Municipals............. 10/31 3,588 3,588 3,588 2,456 3,588 3,588 3,582
Trust for Investment Grade California
Municipals.............................. 10/31 2,971 2,971 2,971 1,839 2,971 2,971 2,965
Trust for Investment Grade Florida
Municipals.............................. 10/31 2,920 2,920 2,920 1,788 2,920 2,920 2,914
Trust for Investment Grade Municipals.... 10/31 5,849 5,849 5,849 4,713 5,849 5,849 5,839
Trust for Investment Grade New Jersey
Municipals.............................. 10/31 2,903 2,903 2,903 1,771 2,903 2,903 2,897
Trust for Investment Grade New York
Municipals.............................. 10/31 3,179 3,179 3,179 2,047 3,179 3,179 3,173
Trust for Investment Grade Pennsylvania
Municipals.............................. 10/31 3,329 3,329 3,329 2,197 3,329 3,329 3,323
Value Municipal Income Trust............. 10/31 5,141 5,141 5,141 4,009 5,141 5,141 5,135
High Income Trust........................ 12/31 2,397 2,397 2,397 2,397 2,397 2,397 2,385
High Income Trust II..................... 12/31 2,192 2,192 2,192 2,192 2,192 2,192 2,180
Convertible Securities Fund.............. 12/31 1,987 1,987 1,987 1,987 1,987 1,987 1,975
Income Trust............................. 12/31 2,261 2,261 2,261 2,261 2,261 2,261 2,249
</TABLE>

D-2

<PAGE> 37

ANNEX E
1998 AGGREGATE COMPENSATION DEFERRED FOR EACH FUND

<TABLE>
<CAPTION>
NAME OF FUND FISCAL YEAR-END ARCH DAMMEYER KERR MULLER MYERS SONNENSCHEIN WHALEN
------------ --------------- ---- -------- ---- ------ ----- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Municipal Income Trust............... 06/30 $0 $4,253 $2,257 $0 $0 $4,253 $4,241
California Municipal Trust........... 06/30 0 2,940 2,257 0 0 2,940 2,928
Bond Fund............................ 06/30 0 1,278 0 0 0 1,278 1,266
Senior Income Trust.................. 07/31 0 250 250 0 0 250 250
Municipal Trust(1)................... 10/31 0 6,697 3,203 0 0 6,697 6,691
California Quality Municipal
Trust(1)............................ 10/31 0 3,534 2,234 0 0 3,534 3,528
New York Quality Municipal
Trust(1)............................ 10/31 0 3,055 2,087 0 0 3,055 3,049
Florida Quality Municipal Trust(1)... 10/31 0 3,142 2,113 0 0 3,142 3,136
Ohio Quality Municipal Trust(1)...... 10/31 0 2,899 2,039 0 0 2,899 2,893
Pennsylvania Quality Municipal
Trust(1)............................ 10/31 0 3,353 2,178 0 0 3,353 3,347
Advantage Municipal Income Trust..... 10/31 0 4,770 2,614 0 0 4,770 4,764
Advantage Municipal Income Trust
II.................................. 10/31 0 3,315 2,167 0 0 3,315 3,309
Advantage Pennsylvania Municipal
Income Trust........................ 10/31 0 2,933 2,049 0 0 2,933 2,927
California Value Municipal Income
Trust............................... 10/31 0 3,130 2,110 0 0 3,130 3,124
Florida Municipal Opportunity
Trust............................... 10/31 0 2,581 1,941 0 0 2,581 2,575
Investment Grade Municipal Trust..... 10/31 0 2,746 1,992 0 0 2,746 2,740
Massachusetts Value Municipal Income
Trust............................... 10/31 0 2,699 1,977 0 0 2,699 2,693
Municipal Opportunity Trust.......... 10/31 0 4,336 2,479 0 0 4,336 4,330
Municipal Opportunity Trust II....... 10/31 0 3,737 2,297 0 0 3,737 3,731
New Jersey Value Municipal Income
Trust............................... 10/31 0 2,686 1,974 0 0 2,686 2,680
New York Value Municipal Income
Trust............................... 10/31 0 2,893 2,037 0 0 2,893 2,887
Ohio Value Municipal Income Trust.... 10/31 0 2,580 1,941 0 0 2,580 2,574
Pennsylvania Value Municipal Income
Trust............................... 10/31 0 2,929 2,048 0 0 2,929 2,923
Select Sector Municipal Trust........ 10/31 0 2,853 2,025 0 0 2,853 2,847
Strategic Sector Municipal Trust..... 10/31 0 3,573 2,246 0 0 3,573 3,567
</TABLE>

- ---------------
(1) Because the Fund recently changed its fiscal year end from August 31 to
October 31, the information provided herein is for the 12 month period ended
October 31, 1998.

E-1
<PAGE> 38

ANNEX E -- (CONTINUED)

E-2

<PAGE> 39

ANNEX F

CUMULATIVE COMPENSATION DEFERRED (PLUS INTEREST) FROM EACH FUND

<TABLE>
<CAPTION>
NAME OF FUND FISCAL YEAR-END ARCH DAMMEYER KERR MULLER MYERS SONNENSCHEIN WHALEN
------------ --------------- ---- -------- ---- ------ ----- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Municipal Income Trust.................... 06/30 $0 $24,051 $18,511 $0 $0 $21,847 $17,518
California Municipal Trust................ 06/30 0 21,337 17,348 0 0 19,418 15,088
Bond Fund................................. 06/30 0 3,250 1,710 0 0 2,923 2,615
Senior Income Trust....................... 07/31 0 6,463 6,167 0 0 6,343 6,327
Municipal Trust........................... 10/31 0 27,147 19,838 0 0 24,618 20,291
California Quality Municipal Trust........ 10/31 0 22,615 17,897 0 0 20,561 16,231
New York Quality Municipal Trust.......... 10/31 0 21,926 17,600 0 0 19,945 15,615
Florida Quality Municipal Trust........... 10/31 0 22,051 17,653 0 0 20,056 15,732
Ohio Quality Municipal Trust.............. 10/31 0 21,702 17,504 0 0 19,744 15,414
Pennsylvania Quality Municipal Trust...... 10/31 0 22,353 17,782 0 0 20,327 15,997
Advantage Municipal Income Trust.......... 10/31 0 24,385 18,656 0 0 22,146 17,818
Advantage Municipal Income Trust II....... 10/31 0 22,301 17,762 0 0 20,280 15,951
Advantage Pennsylvania Municipal Income
Trust.................................... 10/31 0 21,751 17,524 0 0 19,788 15,463
California Value Municipal Income Trust... 10/31 0 22,036 17,649 0 0 20,043 15,719
Florida Municipal Opportunity Trust....... 10/31 0 21,248 17,469 0 0 19,338 15,008
Investment Grade Municipal Trust.......... 10/31 0 21,484 17,411 0 0 19,549 15,219
Massachusetts Value Municipal Income
Trust.................................... 10/31 0 21,417 17,382 0 0 19,489 15,158
Municipal Opportunity Trust............... 10/31 0 23,764 18,389 0 0 21,590 17,261
Municipal Opportunity Trust II............ 10/31 0 22,905 18,021 0 0 20,821 16,491
New Jersey Value Municipal Income Trust... 10/31 0 21,399 17,375 0 0 19,473 15,143
New York Value Municipal Income Trust..... 10/31 0 21,696 17,502 0 0 19,738 15,408
Ohio Value Municipal Income Trust......... 10/31 0 21,248 17,311 0 0 19,338 15,008
Pennsylvania Value Municipal Income
Trust.................................... 10/31 0 21,746 17,523 0 0 19,784 15,454
Select Sector Municipal Trust............. 10/31 0 21,638 17,478 0 0 19,687 15,357
Strategic Sector Municipal Trust.......... 10/31 0 22,670 17,920 0 0 20,611 16,281
Trust for Insured Municipals.............. 10/31 0 22,691 17,928 0 0 20,629 16,299
</TABLE>

F-1

<PAGE> 40
ANNEX F -- (CONTINUED)

<TABLE>
<CAPTION>
NAME OF FUND FISCAL YEAR-END ARCH DAMMEYER KERR MULLER MYERS SONNENSCHEIN WHALEN
------------ --------------- ---- -------- ---- ------ ----- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Trust for Investment Grade California
Municipals............................... 10/31 0 21,807 17,550 0 0 19,838 15,508
Trust for Investment Grade Florida
Municipals............................... 10/31 0 21,733 17,517 0 0 19,772 15,442
Trust for Investment Grade Municipals..... 10/31 0 25,923 19,312 0 0 23,522 19,194
Trust for Investment Grade New Jersey
Municipals............................... 10/31 0 21,710 17,508 0 0 19,751 15,421
Trust for Investment Grade New York
Municipals............................... 10/31 0 22,105 17,677 0 0 20,105 15,775
Trust for Investment Grade Pennsylvania
Municipals............................... 10/31 0 22,320 17,769 0 0 20,297 15,967
Value Municipal Income Trust.............. 10/31 0 24,917 18,884 0 0 22,623 18,294
High Income Trust......................... 12/31 0 21,948 17,601 0 0 19,964 15,634
High Income Trust II...................... 12/31 0 21,722 17,506 0 0 19,762 15,432
Convertible Securities Fund............... 12/31 0 2,173 1,234 0 0 1,957 1,946
Income Trust.............................. 12/31 0 2,474 1,370 0 0 2,228 2,216
</TABLE>

F-2
<PAGE> 41

ANNEX G
TRUSTEE AND EXECUTIVE OFFICER OWNERSHIP OF COMMON SHARES OF THE FUNDS AS OF
APRIL 30, 1999

<TABLE>
<CAPTION>
ARCH DAMMEYER MCDONNELL MYERS WHALEN SULLIVAN
---- -------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Advantage Municipal Income Trust....................
Advantage Municipal Income Trust II.................
High Income Trust...................................
High Income Trust II................................
Investment Grade Municipal Trust....................
Municipal Income Trust..............................
Municipal Opportunity Trust.........................
Municipal Opportunity Trust II......................
Municipal Trust.....................................
Select Sector Municipal Trust.......................
Strategic Sector Municipal Trust....................
Trust for Insured Municipal.........................
Trust for Investment Grade Municipals...............
Value Municipal Income Trust........................
</TABLE>

G-1
<PAGE> 42

NOW TWO NEW AND EASY WAYS
TO SUBMIT YOUR VOTE/PROXY

1. TO VOTE BY INTERNET

24 HOURS A DAY, FAST AND CONVENIENT.

- GO TO WWW.PROXYVOTE.COM

- FOLLOW THESE FOUR EASY STEPS:

1. Read the accompanying Proxy Statement and have your proxy card or
voting instruction form on hand

2. Go to www.proxyvote.com

3. Enter the 12-digit control number listed on your proxy card or
voting instruction form

4. Follow the simple instructions and click on "Final Submission" when
you are finished

2. TO VOTE BY TELEPHONE

7 DAYS A WEEK, IMMEDIATE POSTING AND CONFIRMATION.

- IN THE U.S., CALL TOLL-FREE 1-800-690- USING A TOUCH-TONE PHONE

- FOLLOW THESE FOUR EASY STEPS:

1. Read the accompanying Proxy and have your proxy or voting
information form on hand

2. In the U.S., call the toll-free number 1-800-690- using a
touch-tone phone

3. Enter the 12-digit control number listed on your proxy card or
voting instruction form

4. Follow the simple recorded instructions

THANK YOU FOR SUBMITTING YOUR VOTE/PROXY
IF YOU VOTE BY INTERNET OR TELEPHONE, YOU NEED NOT RETURN THE PROXY CARD OR
VOTING INSTRUCTION FORM.

VAN KAMPEN FUNDS
<PAGE> 43
PROXY

/x/ PLEASE MARK VOTES VAN KAMPEN
AS IN THIS EXAMPLE
JOINT MEETING OF SHAREHOLDERS

PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned holder of [common/preferred] shares of VAN KAMPEN XXXXXXXX,
a [Massachusetts/Delaware] business trust (the "Fund"), hereby appoints Dennis
J. McDonnell and A. Thomas Smith III, and each of them, with full power of
substitution and revocation, as proxies to represent the undersigned at the
Joint Meeting of Shareholders to be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois
60181-5555, on Wednesday, June 16, 1999, at 3:00 p.m., and any and all
adjournments thereof (the "Meeting"), and thereat to vote all [common/preferred]
shares which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
following instructions.

If more than one of the proxies, or their substitutes, are present at the
Meeting or any adjournment thereof, they jointly (or, if only one is present and
voting then that one) shall have authority and may exercise all powers granted
hereby. This Proxy, when properly executed, will be voted in accordance with the
instructions marked hereon by the undersigned. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS DESCRIBED HEREIN AND IN THE
DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.

Account No. No. of Shares Class of Shares Proxy No.

<TABLE>
<S><C>
1. Authority to vote for the election as Class X Trustees, the nominees
named below: FOR WITHHOLD FOR ALL EXCEPT

XXXXXX, XXXXXXXX, XXXXXXXX ------- -------- --------------

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 ratify the selection of [KMPG LLP/Ernst & Young LLP] as FOR AGAINST ABSTAIN
the independent public accountants for the Fund's fiscal year; and ------- ------- -------

------- ------- -------

3. To approve the preferred share split for the Fund and simultaneous FOR AGAINST ABSTAIN
reduction in liquidation preference per preferred share. ------- ------- -------

------- ------- -------
4. To transact such other business as may properly come before the Meeting.

</TABLE>

The undersigned hereby acknowledges receipt of the accompanying Notice of
Meeting and Proxy Statement for the Meeting to be held on June 16, 1999.
Please sign this Proxy exactly as your name or names appear on the books of
the Fund. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each holder should sign.

<TABLE>
<S> <C>
- ----------------------------------------------------- ----------------------------------- ,
Shareholder signature 1999
Date
- ----------------------------------------------------- ----------------------------------- ,
Co-owner signature (if applicable) 1999
Date
</TABLE>