SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Revised Materials
[ ] Soliciting Material Pursuant to Section 140.12a-12 14a-12
VAN KAMPEN SENIOR INCOME TRUST
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
-- JUNE 2005 --
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IMPORTANT NOTICE
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TO VAN KAMPEN
SENIOR INCOME TRUST SHAREHOLDERS
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QUESTIONS & ANSWERS
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Although we recommend that you read the complete Joint Proxy Statement, we have
provided for your convenience a brief overview of the issues to be voted on.
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Q WHY IS A SHAREHOLDER
MEETING BEING HELD?
A The Van Kampen Senior
Income Trust is traded on a nationally recognized stock exchange and is required
to hold an annual meeting of shareholders.
Q WHAT PROPOSAL WILL BE
VOTED ON?
A You are being asked to elect
nominees for the Board of Trustees.
Q WILL MY VOTE MAKE
A DIFFERENCE?
A Yes, your vote is important
and will make a difference no matter how many shares you own. We encourage all
shareholders to participate in the governance of their Fund.
Q HOW DOES THE BOARD OF
TRUSTEES RECOMMEND THAT I VOTE?
A The Board recommends
that you vote "FOR ALL" of the nominees on the enclosed proxy card.
Q HOW DO I VOTE MY PROXY?
A You may cast your vote by
mail, phone or internet. To vote by mail, please mark your vote on the enclosed
proxy card and sign, date and return the card in the postage-paid envelope
provided. If you choose to vote via phone or internet, please refer to the
instructions found on the proxy card accompanying this Proxy Statement. To vote
by phone or internet, you will need the "control number" that appears on the
proxy card.
Q WHERE DO I CALL FOR
MORE INFORMATION?
A Please call Van Kampen's
Client Relations Department at 1-800-341-2929 (Telecommunications Device for the
Deaf users may call 1-800-421-2833) or visit our website at www.vankampen.com,
where you can send us an e-mail message by selecting "Contact Us."
ABOUT THE PROXY CARD
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Please vote on each issue using blue or black ink to mark an X in one of the
boxes provided on the proxy card.
ELECTION OF TRUSTEES - mark "FOR ALL," "WITHHOLD" or "FOR ALL EXCEPT."
To withhold authority to vote for any one or more individual nominee(s), check
"FOR ALL EXCEPT" and write the nominee's name in the line below.
Sign, date and return the proxy card in the enclosed postage-paid envelope. All
registered owners of an account, as shown in the address, must sign the card.
When signing as attorney, trustee, executor, administrator, custodian, guardian
or corporate officer, please indicate your full title.
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE
VAN KAMPEN SENIOR INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
FOR ALL
FOR ALL WITHHOLD EXCEPT
1x. Authority to vote [ ] [ ] [ ] 2. To transact such other business as may
for the election as properly come before the Meeting.
Class X Trustees
the nominees named
below:
XXXXXXXXX, XXXXXXXXX, XXXXXXXXX
To withhold authority to vote for any one or more
individual nominee check "For All Except" and write
the
nominee's name on the line below.
----------------------------------
Please be sure to sign and date this Proxy, Date
Shareholder sign here Co-owner sign here
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SAMPLE
VAN KAMPEN SENIOR INCOME TRUST
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
TELEPHONE (800) 341-2929
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 25, 2005
Notice is hereby given to the holders of common shares of beneficial interest
("Common Shares") of the Van Kampen Senior Income Trust (the "Fund") that the
Annual Meeting of Shareholders of the Fund (the "Meeting") will be held at the
offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace,
Illinois 60181-5555, on Monday, July 25, 2005, at 9:00 a.m., for the following
purposes:
1. To elect two Class I trustees, each by the holders of Common
Shares of the Fund, to each serve for a three year term or
until a successor shall have been duly elected and
qualified.
2. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Holders of record of the Common Shares the Fund at the close of business on
June 6, 2005 are entitled to notice of and to vote at the Meeting and any
adjournment thereof.
By order of the Board of Trustees
Lou Anne McInnis,
Assistant Secretary
June 13, 2005
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT AND SEMI-
ANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE
DIRECTED TO THE FUND BY CALLING 1-800-341-2929 (TDD USERS MAY CALL
1-800-421-2833) OR BY WRITING TO THE FUND AT 1 PARKVIEW PLAZA, PO BOX 5555,
OAKBROOK TERRACE, ILLINOIS 60181-5555.
SHAREHOLDERS OF THE FUND ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED PROXY CARD, DATE AND SIGN SUCH PROXY CARD(S), AND RETURN IT IN THE
ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE
IF MAILED IN THE UNITED STATES. YOU MAY ALSO RECORD YOUR VOTING INSTRUCTIONS BY
TELEPHONE OR VIA THE INTERNET.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR
VIA THE INTERNET.
The Board of Trustees of the Fund recommends that you cast your vote:
- FOR ALL of the nominees for the Board of Trustees listed in the Proxy
Statement.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
PROXY STATEMENT
VAN KAMPEN SENIOR INCOME TRUST
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
TELEPHONE (800) 341-2929
ANNUAL MEETING OF SHAREHOLDERS
JULY 25, 2005
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Trustees" or the "Board") of the Van Kampen Senior
Income Trust (the "Fund") of proxies to be voted at an Annual Meeting of
Shareholders of the Fund, and all adjournments thereof (the "Meeting"), to be
held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook
Terrace, Illinois 60181-5555, on Monday, July 25, 2005, at 9:00 a.m. The Meeting
will be an annual meeting for the Fund. The approximate mailing date of this
Proxy Statement and accompanying form of proxy is June 20, 2005.
Participating in the Meeting are holders of common shares of beneficial
interest (the "Common Shares") of the Fund. The purpose of the Meeting is to
permit holders of the Fund's Common Shares to elect two Trustees.
The Board has fixed the close of business on June 6, 2005 as the record date
(the "Record Date") for the determination of holders of Common Shares of the
Fund entitled to vote at the Meeting. Shareholders of the Fund on the Record
Date are entitled to one vote per Common Share with respect to any proposal
submitted to the shareholders of the Fund, with no Common Share having
cumulative voting rights. At the close of business on June 6, 2005, there were
issued and outstanding 180,010,000 Common Shares of the Fund.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
AND SEMI-ANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD
BE DIRECTED TO THE FUND BY CALLING 1-800-341-2929 (TDD USERS MAY CALL
1-800-421-2833) OR BY WRITING TO THE FUND AT 1 PARKVIEW PLAZA, PO BOX 5555,
OAKBROOK TERRACE, ILLINOIS 60181-5555.
VOTING AND SHAREHOLDER APPROVAL
With respect to the election of Trustees, the affirmative vote of a plurality
of the Common Shares of the Fund present at the Meeting in person or by proxy is
required to elect each nominee for Trustee of the Fund. Election by plurality
means those persons who receive the highest number of votes cast "FOR" up to the
total number of persons to be elected as Trustees at the Meeting shall be
elected. There is no cumulative voting with respect to the election of Trustees.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE "FOR ALL"
OF THE NOMINEES FOR THE BOARD OF TRUSTEES LISTED IN THE PROXY STATEMENT.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon. Proxies received
prior to the Meeting on which no vote is indicated will be voted "FOR" each
proposal as to which they are entitled to be voted. Abstentions and broker
non-votes (i.e., where a nominee such as a broker, holding shares for beneficial
owners, indicates that instructions have not been received from the beneficial
owners, and the nominee does not exercise discretionary authority) are not
treated as votes "FOR" a proposal. With respect to the election of Trustees,
abstentions and broker non-votes are disregarded since only votes "FOR" are
considered in a plurality voting requirement. A majority of the outstanding
Common Shares of the Fund entitled to vote must be present in person or by proxy
to have a quorum for the Fund to conduct business at the Meeting. Abstentions
and broker non-votes will be deemed present for quorum purposes.
Shareholders who execute proxies may revoke them at any time before they are
voted by filing with the Fund a written notice of revocation, by delivering a
duly executed proxy bearing a later date, by recording later-dated voting
instructions via the internet or automated telephone, or by attending the
Meeting and voting in person.
The Fund knows of no business other than the election of Trustees that will be
presented for consideration at the Meeting. If any other matters are properly
presented, it is the intention of the persons named on the enclosed proxy to
vote proxies in accordance with their best judgment. In the event a quorum is
present at the Meeting but sufficient votes to approve any of the proposals are
not received, proxies (including abstentions and broker non-votes) would be
voted in favor of one or more adjournments of the Meeting to permit further
solicitation of proxies, provided they determine that such an adjournment and
additional solicitation is reasonable and in the interest of shareholders based
on a consideration of all relevant factors, including the nature of the relevant
proposal, the percentage of votes then cast, the percentage of negative votes
then cast, the nature of the proposed solicitation activities and the nature of
the reasons for such further solicitation.
2
INVESTMENT ADVISER
Van Kampen Asset Management serves as investment adviser to the Fund (the
"Adviser"). The principal business address of the Adviser is 1221 Avenue of the
Americas, New York, New York 10020. The Adviser is a wholly owned subsidiary of
Van Kampen Investments Inc. ("Van Kampen"). Van Kampen is one of the nation's
largest investment management companies, with more than $99 billion in assets
under management or supervision as of May 31, 2005. Van Kampen is a wholly owned
subsidiary of Morgan Stanley.
OTHER SERVICE PROVIDERS
The Fund has entered into an administration agreement and a legal services
agreement with Van Kampen. Van Kampen's principal business address is 1221
Avenue of the Americas, New York, New York 10020. The Fund has also entered into
an accounting services agreement with Van Kampen Asset Management.
PROPOSAL 1: ELECTION OF TRUSTEES
NOMINATION OF TRUSTEES
Two Class I Trustees are to be elected at the Meeting, each to serve until the
later of the Fund's Annual Meeting of Shareholders in 2008 or until a successor
has been duly elected and qualified. Holders of Common Shares will vote with
respect to two Class I Trustees: David C. Arch and Howard J Kerr. It is the
intention of the persons named in the enclosed proxy to vote the Common Shares
represented by them for the election of the respective nominees listed unless
the proxy is marked otherwise.
As in the past, only one class of trustees is being submitted to shareholders
of the Fund for election at the Meeting. The Declaration of Trust of the Fund
provides that the Board of Trustees shall consist of Trustees divided into three
classes, the classes to be as nearly equal in number as possible. The Trustees
of only one class are elected at each annual meeting so that the regular term of
only one class of Trustees will expire annually and any particular Trustee
stands for election only once in each three-year period. This type of
classification may prevent replacement of a majority of Trustees of the Fund for
up to a two-year period. The foregoing is subject to the provisions of the
Investment Company Act of 1940, as amended (the "1940 Act"), Massachusetts state
law, the Fund's Declaration of Trust and the Fund's Bylaws.
3
INFORMATION REGARDING TRUSTEES AND NOMINEES FOR ELECTION AS TRUSTEE
The business and affairs of the Fund are managed under the direction of the
Board of Trustees. The tables below list the incumbent Trustees and nominees for
Trustee, their principal occupations during the last five years, other
directorships held by them and their affiliations, if any, with the Adviser, Van
Kampen Funds Inc., Van Kampen Advisors Inc., Van Kampen Exchange Corp. and Van
Kampen Investor Services, Inc. The term "Fund Complex" includes each of the
investment companies advised by the Adviser as of the date of this Proxy
Statement. Trustees of the Fund generally serve three year terms or until their
successors are duly elected and qualified. All nominees have consented to being
named in this Proxy Statement and have agreed to serve if elected.
INDEPENDENT TRUSTEES
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
David C. Arch(1) (59) Trustee Trustee Chairman and Chief Executive Officer of 82
Blistex Inc. since 1998 Blistex Inc., a consumer health care
1800 Swift Drive products manufacturer. Director of the
Oak Brook, IL 60523 Heartland Alliance, a nonprofit
organization serving human needs based in
Chicago. Director of St. Vincent de Paul
Center, a Chicago based day care facility
serving the children of low income
families. Board member of the Illinois
Manufacturers' Association.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
David C. Arch(1) (59) Trustee/Director/Managing
Blistex Inc. General Partner of funds in
1800 Swift Drive the Fund Complex.
Oak Brook, IL 60523
4
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Rod Dammeyer(2) (64) Trustee Trustee President of CAC, LLC., a private company 82
CAC, L.L.C. since 1998 offering capital investment and management
4350 LaJolla Village Drive advisory services. Prior to February 2001,
Suite 980 Vice Chairman and Director of Anixter
San Diego, CA 92122-6223 International, Inc., a global distributor
of wire, cable and communications
connectivity products. Prior to July 2000,
Managing Partner of Equity Group Corporate
Investment (EGI), a company that makes
private investments in other companies.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Rod Dammeyer(2) (64) Trustee/Director/Managing
CAC, L.L.C. General Partner of funds in
4350 LaJolla Village Drive the Fund Complex. Director
Suite 980 of Stericycle, Inc., Ventana
San Diego, CA 92122-6223 Medical Systems, Inc., and
GATX Corporation and Trustee
of The Scripps Research
Institute. Prior to January
2005, Director of the
University of Chicago
Hospitals and Health
Systems. Prior to April
2004, Director of
TheraSense, Inc. Prior to
January 2004, Director of
TeleTech Holdings Inc. and
Arris Group, Inc. Prior to
May 2002, Director of
Peregrine Systems Inc. Prior
to February 2001, Director
of IMC Global Inc. Prior to
July 2000, Director of
Allied Riser Communications
Corp., Matria Healthcare
Inc., Transmedia Networks,
Inc., CNA Surety, Corp. and
Grupo Azcarero Mexico (GAM).
5
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE
Howard J Kerr(1) (69) Trustee Trustee Prior to 1998, President and Chief 82
736 North Western Avenue since 1998 Executive Officer of Pocklington
P.O. Box 317 Corporation, Inc., an investment holding
Lake Forest, IL 60045 company. Director of the Marrow
Foundation.
Hugo F. Sonnenschein(3) Trustee Trustee President Emeritus and Honorary Trustee of 82
(64) since 1998 the University of Chicago and the Adam
1126 E. 59th Street Smith Distinguished Service Professor in
Chicago, IL 60637 the Department of Economics at the
University of Chicago. Prior to July 2000,
President of the University of Chicago.
Trustee of the University of Rochester and
a member of its investment committee.
Member of the National Academy of
Sciences, the American Philosophical
Society and a fellow of the American
Academy of Arts and Sciences.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Howard J Kerr(1) (69) Trustee/Director/Managing
736 North Western Avenue General Partner of funds in
P.O. Box 317 the Fund Complex. Director
Lake Forest, IL 60045 of the Lake Forest Bank &
Trust.
Hugo F. Sonnenschein(3) Trustee/Director/Managing
(64) General Partner of funds in
1126 E. 59th Street the Fund Complex. Director
Chicago, IL 60637 of Winston Laboratories,
Inc.
6
INTERESTED TRUSTEES:
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE
Richard F. Powers, III*(3) Trustee Trustee Advisory Director of Morgan Stanley. Prior to December 2002, 82
(59) since 1999 Chairman, Director, President, Chief Executive Officer and
1221 Avenue of the Americas Managing Director of Van Kampen Investments and its
New York, NY 10020 investment advisory, distribution and other subsidiaries.
Prior to December 2002, President and Chief Executive
Officer of funds in the Fund Complex. Prior to May 1998,
Executive Vice President and Director of Marketing at Morgan
Stanley and Director of Dean Witter, Discover & Co. and Dean
Witter Realty. Prior to 1996, Director of Dean Witter
Reynolds Inc.
Wayne W. Whalen*(2) (65) Trustee Trustee Partner in the law firm of Skadden, Arps, Slate, Meagher & 82
333 West Wacker Drive since 1998 Flom LLP, legal counsel to certain funds in the Fund
Chicago, IL 60606 Complex.
NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF TRUSTEE HELD BY TRUSTEE
Richard F. Powers, III*(3) Trustee/Director/
(59) Managing General
1221 Avenue of the Americas Partner of funds in
New York, NY 10020 the Fund Complex.
Wayne W. Whalen*(2) (65) Trustee/Director/
333 West Wacker Drive Managing General
Chicago, IL 60606 Partner of funds in
the Fund Complex.
Director of the
Abraham Lincoln
Presidential
Foundation.
---------------
(1) Designated as a Class I Trustee.
(2) Designated as a Class II Trustee.
(3) Designated as a Class III Trustee.
* Mr. Powers is an interested person of funds in the Fund Complex and the
Adviser by reason of his affiliations with Morgan Stanley or its affiliates.
Mr. Whalen is an interested person of funds in the Fund Complex by reason of
he and his firm currently providing legal services as legal counsel to such
funds in the Fund Complex.
7
REMUNERATION OF TRUSTEES
The compensation of Trustees and executive officers who are affiliated persons
(as defined in 1940 Act) of the Adviser or Van Kampen is paid by the respective
affiliated entity. The funds in the Fund Complex, including the Fund, pay the
non-affiliated Trustees an annual retainer and meeting fees.
Each fund in the Fund Complex (except the Van Kampen Exchange Fund) provides a
deferred compensation plan to its non-affiliated Trustees that allows such
Trustees to defer receipt of compensation and earn a return on such deferred
amounts based upon the return of the common shares of the funds in the Fund
Complex as selected by the respective non-affiliated Trustees. Each fund in the
Fund Complex (except the Van Kampen Exchange Fund) also provides a retirement
plan to its non-affiliated Trustees that provides non-affiliated Trustees with
compensation after retirement, provided that certain eligibility requirements
are met as more fully described below.
Each non-affiliated Trustee generally can elect to defer receipt of all or a
portion of the compensation earned by such non-affiliated Trustee until
retirement. Amounts deferred are retained by the respective fund and earn a rate
of return determined by reference to the return on the common shares of such
fund or other funds in the Fund Complex as selected by the respective
non-affiliated Trustee, with the same economic effect as if such non-affiliated
Trustee had invested in one or more funds in the Fund Complex, including the
Funds. To the extent permitted by the 1940 Act, the Fund may invest in
securities of those funds selected by the non-affiliated Trustees in order to
match the deferred compensation obligation. The deferred compensation plan is
not funded and obligations thereunder represent general unsecured claims against
the general assets of the Fund.
The Fund has adopted a retirement plan. Under the retirement plan, a
non-affiliated Trustee who is receiving Trustee's compensation from the Fund
prior to such non-affiliated Trustee's retirement, has at least 10 years of
service (including years of service prior to adoption of the retirement plan)
for the Fund and retires at or after attaining the age of 60, is eligible to
receive a retirement benefit each year for ten years following such Trustee's
retirement from the Fund. Non-affiliated Trustees retiring prior to the age of
60 or with fewer than 10 years but more than 5 years of service may receive
reduced retirement benefits from the Fund. Each Trustee has served as a member
of each Fund's Board of Trustees since the year of such Trustee's appointment or
election as set forth in the "Information Regarding Trustees and Nominees for
Election as Trustee" section of this Proxy Statement.
Additional information regarding compensation and benefits for Trustees is set
forth below. As indicated in the notes accompanying the table, the amounts
relate
8
to either the Fund's most recently completed fiscal year ended July 31, 2004 or
the Fund Complex's most recently completed calendar year ended December 31,
2004.
COMPENSATION TABLE
FUND COMPLEX
------------------------------------------------
AGGREGATE
PENSION OR TOTAL
RETIREMENT AGGREGATE COMPENSATION
AGGREGATE BENEFITS ESTIMATED BEFORE
COMPENSATION ACCRUED ANNUAL DEFERRAL FROM
FROM THE AS PART OF BENEFITS UPON FUND
NAME(1) FUND(2) FUND EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------ ---------------- ------------- -------------
INDEPENDENT TRUSTEES
David C. Arch.................. $10,327 $ 35,277 $147,500 $192,530
Rod Dammeyer................... 10,127 63,782 147,500 208,000
Howard J Kerr.................. 10,327 140,743 146,250 208,000
Hugo F. Sonnenschein........... 10,327 64,476 147,500 208,000
INTERESTED TRUSTEE
Wayne W. Whalen................ 10,327 72,001 147,500 208,000
---------------
(1) Trustees not eligible for compensation and retirement benefits are not
included in the Compensation Table. Theodore A. Myers retired from the Board
of Trustees of the Fund and other funds in the Fund Complex as of December
31, 2003.
(2) The amounts shown in this column are the aggregate compensation payable by
the Fund for its fiscal year ended in July 31, 2004 before deferral by the
Trustees under the deferred compensation plan. The following Trustees
deferred compensation from the Fund during the fiscal year ended July 31,
2004: Mr. Dammeyer, $10,127; Mr. Sonnenschein, $10,327; and Mr. Whalen,
$10,327. The cumulative deferred compensation (including interest) accrued
with respect to each Trustee, including former Trustees, from the Fund as of
the Fund's fiscal year ended July 31, 2004 is as follows: Mr. Dammeyer,
$99,762; Mr. Kerr, $9,545; Mr. Sonnenschein, $94,454; and Mr. Whalen,
$103,248.
(3) The amounts shown in this column represent the sum of the estimated pension
or retirement benefit accruals expected to be accrued by the operating funds
in the Fund Complex for their respective fiscal years ended in 2004. The
retirement plan is described above the compensation table.
(4) For each Trustee, the amounts shown in this column represent the sum of the
estimated annual benefits upon retirement payable per year by the current
operating funds in the Fund Complex for each year of the 10-year period
commencing in the year of such Trustee's anticipated retirement. The
retirement plan is described above the compensation table.
(5) The amounts shown in this column are accumulated from the aggregate
compensation of the operating investment companies in the Fund Complex for
the calendar year ended December 31, 2004 before deferral by the Trustees
under the deferred compensation plan. Because the funds in the Fund Complex
have different fiscal year ends, the amounts shown in this column are
presented on a calendar year basis.
BOARD COMMITTEES AND MEETINGS
The Fund's Board of Trustees has one standing committee (an audit and
governance committee). This committee is comprised solely of "Independent
Trustees", which is defined for purposes herein as trustees who: (1) are not
"interested persons" of the Fund as defined by the 1940 Act and (2) are
"independent" of the
9
Fund as defined by the New York Stock Exchange, American Stock Exchange and
Chicago Stock Exchange listing standards.
The Board's audit committee consists of Messrs. Arch, Dammeyer, Kerr and
Sonnenschein. In addition to being Independent Trustees as defined above, each
of these Trustees also meets the additional independence requirements for audit
committee members as defined by the New York Stock Exchange, American Stock
Exchange and Chicago Stock Exchange listing standards. The audit committee makes
recommendations to the Board of Trustees concerning the selection of the Fund's
independent public auditors, reviews with such auditors the scope and results of
the Fund's annual audit and considers any comments which the auditors may have
regarding the Fund's financial statements, books of account or internal
controls. The Board of Trustees has adopted a formal written charter for the
audit committee which sets forth the audit committee's responsibilities. The
audit committee has reviewed and discussed the financial statements of the Fund
with management as well as with the independent auditors of the Fund, and
discussed with the independent auditors the matters required to be discussed
under the Statement of Auditing Standards No. 61. The audit committee has
received the written disclosures and the letter from the independent auditors
required under Independence Standards Board Standard No. 1 and has discussed
with the independent auditors their independence. Based on this review, the
audit committee recommended to the Board of Trustees of the Fund that the Fund's
audited financial statements be included in the Fund's annual report to
shareholders for the most recent fiscal year for filing with the Securities and
Exchange Commission ("SEC").
In accordance with proxy rules promulgated by the SEC, a fund's audit
committee charter is required to be filed at least once every three years as an
exhibit to a fund's proxy statement. The audit committee charter for the Fund
was attached as Annex A to the Fund's 2004 Proxy Statement.
The Board's governance committee consists of Messrs. Arch, Dammeyer, Kerr and
Sonnenschein. In addition to being Independent Trustees as defined above, each
of these Trustees also meets the additional independence requirements for
nominating committee members as defined by the New York Stock Exchange, American
Stock Exchange and Chicago Stock Exchange listing standards. The governance
committee identifies individuals qualified to serve as Independent Trustees on
the Board and on committees of the Board, advises the Board with respect to
Board composition, procedures and committees, develops and recommends to the
Board a set of corporate governance principles applicable to the respective
Fund, monitors corporate governance matters and makes recommendations to the
Board, and acts as the administrative committee with respect to Board policies
and procedures, committee policies and procedures and codes of ethics. The
Independent Trustees of the Fund select and nominate any other nominee
10
Independent Trustees for the respective Fund. While the Independent Trustees of
the Fund expect to be able to continue to identify from their own resources an
ample number of qualified candidates for the Board of Trustees as they deem
appropriate, they will consider nominations from shareholders to the Board.
Nominations from shareholders should be in writing and sent to the Independent
Trustees as described below.
In accordance with proxy rules promulgated by the SEC, a fund's nominating
committee charter is required to be filed at least once every three years as an
exhibit to a fund's proxy statement. The governance committee charter for the
Fund, which includes the Fund's nominating policies, was attached as Annex B to
the Fund's 2004 Proxy Statement.
During the fiscal year ended July 31, 2004, the Board of Trustees of the Fund
held 14 meetings. During the Fund's last fiscal year, the audit committee held 6
meetings and the governance committee held 1 meeting (the Fund's audit committee
and governance committee were combined into one committee during the Fund's last
fiscal year). During the last fiscal year, each of the Trustees of the Fund
during the period such Trustee served as a Trustee attended at least 75% of the
meetings of the Board of Trustees and all committee meetings thereof of which
such Trustee was a member.
SHAREHOLDER COMMUNICATIONS
Shareholders may send communications to the Fund's Board of Trustees.
Shareholders should send communications intended for the Board by addressing the
communication directly to the Board (or individual Board members) and/or
otherwise clearly indicating in the salutation that the communication is for the
Board (or individual Board members) and by sending the communication to either
the Fund's office or directly to such Board member(s) at the address specified
for such Trustee above. Other shareholder communications received by the Fund
not directly addressed and sent to the Board will be reviewed and generally
responded to by management, and will be forwarded to the Board only at
management's discretion based on the matters contained therein.
11
OTHER INFORMATION
EXECUTIVE OFFICERS OF THE FUND
The following information relates to the executive officers of the Fund who
are not Trustee nominees. Each officer also serves in the same capacity for all
or a number of the other investment companies advised by the Adviser as of the
date of this Proxy Statement. The officers of the Fund are appointed annually by
the Trustees and serve for one year or until their respective successors are
chosen and qualified. The Fund's officers receive no compensation from the Fund
but may also be officers of the Adviser or officers of affiliates of the Adviser
and receive compensation in such capacities.
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS
Mitchell M. Merin (51) President Officer President of funds in the Fund Complex. Chairman, President,
1221 Avenue of the Americas since 2002 Chief Executive Officer and Director of the Adviser and Van
New York, NY 10020 Kampen Advisors Inc. since December 2002. Chairman,
President and Chief Executive Officer of Van Kampen
Investments since December 2002. Director of Van Kampen
Investments since December 1999. Chairman and Director of
Van Kampen Funds Inc. since December 2002. President,
Director and Chief Operating Officer of Morgan Stanley
Investment Management since December 1998. President and
Director since April 1997 and Chief Executive Officer since
June 1998 of Morgan Stanley Investment Advisors Inc. and
Morgan Stanley Services Company Inc. Chairman, Chief
Executive Officer and Director of Morgan Stanley
Distributors Inc. since June 1998. Chairman since June 1998,
and Director since January 1998 of Morgan Stanley Trust.
Director of various Morgan Stanley subsidiaries. President
of the Morgan Stanley Funds since May 1999. Previously Chief
Executive Officer of Van Kampen Funds Inc. from December
2002 to July 2003, Chief Strategic Officer of Morgan Stanley
Investment Advisors Inc. and Morgan Stanley Services Company
Inc. and Executive Vice President of Morgan Stanley
Distributors Inc. from April 1997 to June 1998. Chief
Executive Officer from September 2002 to April 2003 and Vice
President from May 1997 to April 1999 of the Morgan Stanley
Funds.
12
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS
Ronald E. Robison (66) Executive Vice Officer Executive Vice President and Principal Executive Officer of
1221 Avenue of the Americas President and since 2003 funds in the Fund Complex. Chief Executive Officer and
New York, NY 10020 Principal Chairman of Van Kampen Investor Services. Managing Director
Executive Officer of Morgan Stanley. Chief Administrative Officer, Managing
Director and Director of Morgan Stanley Investment Advisors
Inc., Morgan Stanley Services Company Inc. and Managing
Director of Morgan Stanley Distributors, Inc. Chief
Executive Officer and Director of Morgan Stanley Trust.
Executive Vice President and Principal Executive Officer of
the Institutional and Retail Morgan Stanley Funds. Director
of Morgan Stanley SICAV. Previously, Chief Global Operations
Officer and Managing Director of Morgan Stanley Investment
Management Inc.
Joseph J. McAlinden (62) Executive Vice Officer Managing Director and Chief Investment Officer of Morgan
1221 Avenue of the Americas President and since 2002 Stanley Investment Advisors Inc., Morgan Stanley Investment
New York, NY 10020 Chief Investment Management Inc. and Morgan Stanley Investments LP and
Officer Director of Morgan Stanley Trust for over 5 years. Executive
Vice President and Chief Investment Officer of funds in the
Fund Complex. Managing Director and Chief Investment Officer
of Van Kampen Investments, the Adviser and Van Kampen
Advisors Inc. since December 2002.
Howard Tiffen (56) Vice President Officer Managing Director of the Adviser and Van Kampen Advisors
1 Parkview Plaza since 2000 Inc. Vice President of the senior loan funds advised by the
Oakbrook Terrace, IL 60181 Adviser. Prior to 1999, senior portfolio manager for Pilgrim
Investments. Associate of and a member of the Economic Club
of Chicago.
Amy R. Doberman (43) Vice President Officer Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas since 2004 Management; Managing Director of Morgan Stanley Investment
New York, NY 10020 Management, Inc., Morgan Stanley Investment Advisers Inc.
and the Adviser. Vice President of the Morgan Stanley
Institutional and Retail Funds since July 2004 and Vice
President of funds in the Fund Complex as of August 2004.
Previously, Managing Director and General Counsel of
Americas, UBS Global Asset Management from July 2000 to July
2004 and General Counsel of Aeltus Investment Management,
Inc from January 1997 to July 2000.
Stefanie V. Chang Yu (38) Vice President and Officer Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas Secretary since 2003 Vice President and Secretary of funds in the Fund Complex.
New York, NY 10020
13
TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS
John L. Sullivan (49) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza Officer since 1989 August 2004. Prior to August 2004, Director and Managing
Oakbrook Terrace, IL 60181 Director of Van Kampen Investments, the Adviser, Van Kampen
Advisors Inc. and certain other subsidiaries of Van Kampen
Investments, Vice President, Chief Financial Officer and
Treasurer of funds in the Fund Complex. Head of Fund
Accounting for Morgan Stanley Investment Management. Prior
to December 2002, Executive Director of Van Kampen
Investments, the Adviser and Van Kampen Advisors Inc.
James W. Garrett (36) Chief Financial Officer Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas Officer and since 2005 Chief Financial Officer and Treasurer of Morgan Stanley
New York, NY 10020 Treasurer Institutional Funds since 2002 and of funds in the Fund
Complex since 2005.
14
SHAREHOLDER INFORMATION
Excluding deferred compensation balances as described in the Compensation
Table, as of June 6, 2005, each Trustee beneficially owned equity securities of
the Fund and other funds in the Fund Complex overseen by the Trustees in the
dollar range amounts as specified below.
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
INDEPENDENT TRUSTEES
TRUSTEE
--------------------------------------------
ARCH DAMMEYER KERR SONNENSCHEIN
---- -------- ---- ------------
Dollar range of equity
securities in the Fund..... None None None $1-$10,000
Aggregate dollar range of
equity securities in all
registered investment
companies overseen by
Trustee in Fund Complex.... $50,001- over $1- $10,001-
$100,000 $100,000 $10,000 $50,000
INTERESTED TRUSTEES
TRUSTEE
--------------------
POWERS WHALEN
------ ------
Dollar range of equity securities in the
Fund.................................... None $1-$10,000
Aggregate dollar range of equity
securities in all registered investment
companies overseen by Trustee in Fund
Complex................................. over over
$100,000 $100,000
Including deferred compensation balances as described in the Compensation
Table, as of June 6, 2005, each Trustee owned the dollar ranges of amounts of
the Fund and other funds in the Fund Complex as specified below.
15
TRUSTEE BENEFICIAL OWNERSHIP AND DEFERRED COMPENSATION
INDEPENDENT TRUSTEES
TRUSTEE
----------------------------------------------
ARCH DAMMEYER KERR SONNENSCHEIN
---- -------- ---- ------------
Dollar range of equity
securities and deferred
compensation in the
Fund...................... None None over over
$100,000 $100,000
Aggregate dollar range of
equity securities and
deferred compensation in
all registered investment
companies overseen by
Trustee in Fund Complex... $50,001- over over over
$100,000 $100,000 $100,000 $100,000
INTERESTED TRUSTEES
TRUSTEE
-------------------
POWERS WHALEN
------ ------
Dollar range of equity securities and
deferred compensation in the Fund........ None over
$100,000
Aggregate dollar range of equity securities
and deferred compensation in all
registered investment companies overseen
by Trustee in Fund Complex............... over over
$100,000 $100,000
As of June 6, 2005, to the knowledge of the Fund, no shareholder owned
beneficially more than 5% of a class of the Fund's outstanding Common Shares.
As of June 6, 2005, the following Trustees beneficially owned Common Shares of
the Fund, in the amounts shown: Mr. Sonnenschein, 500 Common Shares; and Mr.
Whalen, 500 Common Shares.
As of June 6, 2005, the Trustees and executive officers of the Fund
individually and as a group owned less than 1% of the outstanding Common Shares
of the Fund.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934, as amended, require the Fund's Trustees, officers, Adviser, affiliated
16
persons of the Adviser and persons who own more than 10% of a registered class
of the Fund's equity securities to file forms with the SEC and the New York
Stock Exchange reporting their affiliation with the Fund and reports of
ownership and changes in ownership of shares of the Fund. These persons and
entities are required by SEC regulation to furnish the Fund with copies of all
such forms they file. Based on a review of these forms furnished to the Fund,
the Fund believes that during its last fiscal year, its Trustees, officers, the
Adviser and affiliated persons of the Adviser complied with the applicable
filing requirements.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees of the Fund, including a majority of the Trustees who
are not "interested persons" of the Fund (as defined by the 1940 Act), has
selected Deloitte & Touche LLP ("D&T") as the independent registered public
accounting firm to examine the financial statements for the current fiscal year
of the Fund. The selection of D&T for the current fiscal year was recommended
and approved by the Fund's audit committee and approved by the Fund's Board. The
Fund knows of no direct or indirect financial interest of D&T in the Fund.
AUDIT AND OTHER FEES
The Fund and certain "covered entities" were billed the following amounts by
D&T during the Fund's most recent two fiscal years.
FISCAL YEAR ENDED JULY 31, 2004
NON-AUDIT FEES
--------------------------------------
AUDIT AUDIT- ALL TOTAL
ENTITY FEES RELATED TAX OTHER NON-AUDIT TOTAL
------ ----- ------- --- ----- --------- -----
Fund................. $72,780 $ 21,500(3) $2,300(4) $0 $ 23,800 $ 96,580
Covered
Entities(1).......... N/A $230,000(2) $ 0 $0 $230,000 $230,000
FISCAL YEAR ENDED JULY 31, 2003
NON-AUDIT FEES
-------------------------------------
AUDIT AUDIT- ALL TOTAL
ENTITY FEES RELATED TAX OTHER NON-AUDIT TOTAL
------ ----- ------- --- ----- --------- -----
Fund................. $63,600 $ 0 $2,200(4) $0 $ 2,200 $65,800
Covered
Entities(1)........ N/A $95,000(2) $ 0 $0 $95,000 $95,000
---------------
(1) Covered Entities include the Adviser and any entity controlling, controlled
by or under common control with the Adviser that provides ongoing services
to the Fund.
17
(2) Audit-Related Fees represent assurance and related services provided that
are reasonably related to the performance of the audit of the financial
statements of the Covered Entities and funds advised by the Adviser or its
affiliates, specifically attestation services provided in connection with a
SAS 70 Report.
(3) Audit-Related Fees represent agreed upon procedures, and letters provided to
underwriters related to the offering and issuance of preferred shares by the
Fund.
(4) Tax Fees represent tax advice and compliance services provided in connection
with the review of the Fund's tax return.
The audit committee of the Board has considered whether the provision of non-
audit services performed by D&T to the Fund and "covered entities" is compatible
with maintaining D&T's independence in performing audit services. Beginning with
non-audit service contracts entered into on or after May 6, 2003, the audit
committee also is required to pre-approve services to "covered entities" to the
extent that the services are determined to have a direct impact on the
operations or financial reporting of the Fund. 100% of such services were
pre-approved by the audit committee pursuant to the audit committee's
pre-approval policies and procedures. The Board's pre-approval policies and
procedures are included as part of the Board's audit committee charter, which
was filed as Annex A to the Fund's 2004 Proxy Statement.
Representatives of D&T will attend the Meeting, will have the opportunity to
make a statement if they desire to do so and will be available to answer
appropriate questions.
EXPENSES
The Fund will bear the expense of preparing, printing and mailing the enclosed
form of proxy, the accompanying Notice and this Proxy Statement and all other
costs, in connection with the solicitation of proxies. The Fund will also
reimburse banks, brokers and others for their reasonable expenses in forwarding
proxy solicitation material to the beneficial owners of the shares of the Fund.
In order to obtain the necessary quorum at the Meeting, additional solicitation
may be made by mail, telephone, telegraph, facsimile or personal interview by
representatives of the Fund, the Adviser or Van Kampen, by the transfer agents
of the Fund, by dealers or their representatives or by Computershare Fund
Services, a solicitation firm that may be engaged to assist in proxy
solicitation at an estimated cost of approximately $2,000.
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
18
must be received at the offices of the Fund a reasonable time before a
solicitation is made. Shareholder proposals intended to be presented at the year
2006 Annual Meeting of Shareholders for the Fund pursuant to Rule 14a-8 under
the Exchange Act of 1934, as amended (the "Exchange Act"), must be received by
the Fund at the Fund's principal executive offices by February 20, 2006. In
order for proposals made outside of Rule 14a-8 under the Exchange Act to be
considered "timely" within the meaning of Rule 14a-4(c) under the Exchange Act,
such proposals must be received by the Fund at the Fund's principal executive
offices not later than May 6, 2006. Timely submission of a proposal does not
necessarily mean that such proposal will be included. Any shareholder who wishes
to submit a proposal for consideration at a meeting of the Fund should send such
proposal to the Fund at 1 Parkview Plaza, PO Box 5555, Oakbrook Terrace,
Illinois 60181-5555.
GENERAL
Management of the Fund does not intend to present and does not have reason to
believe that others will present any other items of business at the Meeting.
However, if other matters are properly presented to the Meeting for a vote, the
proxies will be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.
A list of shareholders of the Fund entitled to be present and vote at the
Meeting will be available at the offices of the Fund, 1 Parkview Plaza, Oakbrook
Terrace, Illinois 60181-5555, for inspection by any shareholder during regular
business hours for ten days prior to the date of the Meeting.
Failure of a quorum to be present at the Meeting for the Fund may necessitate
adjournment and may subject the Fund to additional expense.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY OR RECORD YOUR VOTING INSTRUCTIONS BY
TELEPHONE OR VIA THE INTERNET. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
Lou Anne McInnis,
Assistant Secretary
June 13, 2005
19
[VAN KAMPEN INVESTMENTS LOGO]
VVR 05
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZVKS32
PROXY
VAN KAMPEN SENIOR INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of VAN KAMPEN SENIOR INCOME TRUST, a
Massachusetts business trust (the "FUND"), hereby appoints John L. Sullivan, Lou
Anne McInnis and Elizabeth A. Nelson and each of them or their respective
designees,with full power of substitution and revocation, as proxies to
represent the undersigned at the Annual Meeting of Shareholders to be held at
the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace,
Illinois 60181-5555, on Monday, July 25, 2005 at 9:00 a.m., and any and all
adjournments thereof (the "Meeting"), and thereat to vote all Common Shares
which the undersigned would be entitled to vote, with all powers the undersigned
would possess if personally present, in accordance with the instructions
indicated herein.
If more than one of the proxies, or their substitutes, are present at the
Meeting or any adjournment thereof, they jointly (or, if only one is present and
voting then that one) shall have authority and may exercise all powers granted
hereby. This Proxy, when properly executed, will be voted in accordance with the
instructions marked by the undersigned on the reverse side. IF NO SPECIFICATION
IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL DESCRIBED HEREIN AND IN THE
DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF
MEETING AND PROXY STATEMENT FOR THE MEETING TO BE HELD ON JULY 25, 2005.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE
HAS YOUR ADDRESS CHANGED?
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
VAN KAMPEN
SENIOR INCOME TRUST
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.
VOTE-BY-INTERNET VOTE-BY-TELEPHONE
[GRAPHIC] OR [GRAPHIC]
LOG ON TO THE INTERNET AND GO TO CALL TOLL-FREE
HTTP://WWW.EPROXYVOTE.COM/VVR 1-877-PRX-VOTE (1-877-779-8683)
IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL YOUR CARD.
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZVKS31
PLEASE MARK
[X] VOTES AS IN 3298
THIS EXAMPLE
1. Authority to vote for the election ---------------------------------
as Class I Trustees, the nominees VAN KAMPEN
named below: SENIOR INCOME TRUST
---------------------------------
CLASS I TRUSTEES: (01) DAVID C. ARCH
AND (02) HOWARD J KERR 2. To transact such other
business as may properly
FOR ALL [ ] [ ] WITH- come before the Meeting.
NOMINEES HOLD
Mark box at right if an [ ]
FOR ALL address change has been
EXCEPT [ ] _______________________ noted on the reverse side of
TO WITHHOLD AUTHORITY TO this card.
VOTE SIDE OF THIS CARD
FOR ANY INDIVIDUAL NOMINEE, THE UNDERSIGNED HEREBY
CHECK "FOR ALL EXCEPT" AND ACKNOWLEDGES RECEIPT OF THE
WRITE THE NOMINEE'S NAME ACCOMPANYING NOTICE OF
ON THE LINE ABOVE. MEETING AND PROXY STATEMENT
FOR THE MEETING TO BE HELD
ON JULY 25, 2005.
Please sign this Proxy exactly
as your name or names appear
on the books of the Fund.
When signing as attorney,
trustee, executor,
administrator, custodian,
guardian or corporate
officer, please give full
title. If Common Shares are
held jointly, each holder
must sign.
Shareholder Co-owner
Signature: ____________ Date: ______ Signature: ____________ Date: ______