As filed with the Securities and Exchange Commission on June 30, 2005
Securities Act File No.
Investment Company Act File No. 811-07398
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO. __
[ ] POST-EFFECTIVE AMENDMENT NO. __
(CHECK APPROPRIATE BOX OR BOXES)
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)
(800) 847-2424
(AREA CODE AND TELEPHONE NUMBER)
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
AMY R. DOBERMAN, ESQ.
MANAGING DIRECTOR
VAN KAMPEN INVESTMENTS INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPIES TO:
WAYNE W. WHALEN, ESQ.
CHARLES B. TAYLOR, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
================================================================================
Approximate Date of Proposed Offering: As soon as practicable after this
Registration Statement is declared effective.
===============================================================================================================================
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
-------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BEING REGISTERED AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED PER UNIT PRICE FEE
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Common Shares ($0.01 par value) 1,000 $ 14.99(1) $ 14,990 $ 117.70
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Auction Preferred Shares ($0.01 par value) 40 $ 25,000 $ 1,000,000 $ 117.70
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(1) Average of high and low reported price for common shares on June 24, 2005.
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
This Registration Statement is organized as follows:
- Questions and Answers to Shareholders of Van Kampen Advantage
Pennsylvania Municipal Income Trust, Van Kampen Pennsylvania Quality
Municipal Trust, Van Kampen Trust for Investment Grade Pennsylvania
Municipals and Van Kampen Pennsylvania Value Municipal Income Trust
- Notice of Joint Special Meeting of Shareholders of Van Kampen Advantage
Pennsylvania Municipal Income Trust, Van Kampen Pennsylvania Quality
Municipal Trust, Van Kampen Trust for Investment Grade Pennsylvania
Municipals and Van Kampen Pennsylvania Value Municipal Income Trust
- Joint Proxy Statement/Prospectus for Van Kampen Advantage Pennsylvania
Municipal Income Trust, Van Kampen Pennsylvania Quality Municipal
Trust, Van Kampen Trust for Investment Grade Pennsylvania Municipals
and Van Kampen Pennsylvania Value Municipal Income Trust
- Statement of Additional Information regarding the proposed
Reorganizations of Van Kampen Advantage Pennsylvania Municipal Income
Trust, Van Kampen Pennsylvania Quality Municipal Trust, and Van Kampen
Trust for Investment Grade Pennsylvania Municipals into Van Kampen
Pennsylvania Value Municipal Income Trust
- Part C Information
- Exhibits
-- AUGUST 2005 --
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IMPORTANT NOTICE
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TO SHAREHOLDERS OF VAN KAMPEN
ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST, VAN KAMPEN PENNSYLVANIA QUALITY
MUNICIPAL TRUST, VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS
AND VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
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QUESTIONS & ANSWERS
---------------------------------------
Although we recommend that you read the complete Joint Proxy Statement/
Prospectus, we have provided for your convenience a brief overview of the issues
to be voted on.
---------------------------------------
Q WHY IS A SHAREHOLDER
MEETING BEING HELD?
A Shareholders of
Van Kampen Advantage Pennsylvania Municipal Income Trust, Van Kampen
Pennsylvania Quality Municipal Trust and Van Kampen Trust for Investment Grade
Pennsylvania Municipal. You are being asked to vote on a reorganization (each a
"Reorganization" and collectively the "Reorganizations") of your fund (each such
fund being referred to herein as a "Target Fund" and together as the "Target
Funds") into Van Kampen Pennsylvania Value Municipal Income Trust (the
"Acquiring Fund"), a closed-end fund that pursues the same investment objective
and has similar investment policies and which is managed by the same investment
advisory personnel as the Target Funds.
Shareholders of Van Kampen Pennsylvania Value Municipal Income Trust You are
being to asked to vote on the issuance of additional common shares of the
Acquiring Fund in connection with the Reorganizations.
Q WHY IS EACH
REORGANIZATION BEING RECOMMENDED?
A The Board of Trustees of
each Fund has determined that each Reorganization will benefit common
shareholders of the respective Target Fund and the Acquiring Fund. The Target
Funds and the Acquiring Fund are similar. Each Fund seeks to provide a high
level of current income exempt from federal and Pennsylvania income taxes and,
where possible under local law, local income and personal property taxes,
consistent with preservation of capital, by investing substantially all of its
assets in Pennsylvania municipal securities rated investment grade at the time
of investment. Each Fund is managed by the same investment advisory personnel.
After the Reorganizations, it is anticipated that common shareholders of each
Fund will experience a reduced annual operating expense ratio, as certain fixed
administrative costs will be spread across the combined fund's larger asset
base. It is not anticipated that the Reorganizations will directly benefit
preferred shareholders of the Funds; however, the Reorganizations will not
adversely affect preferred shareholders, and none of the expenses of the
Reorganizations will be borne by preferred shareholders.
Q HOW WILL THE
REORGANIZATIONS AFFECT ME?
A Assuming shareholders
approve the Reorganizations of the Target Funds and shareholders of the
Acquiring Fund approve the issuance of additional common shares of the Acquiring
Fund, the assets and liabilities of the Target Funds will be combined with those
of the Acquiring Fund and the Target Funds will dissolve.
Shareholders of the Target Funds: You will become a shareholder of the Acquiring
Fund. If you are a holder of common shares of a Target Fund, you will receive
newly-issued common shares of the Acquiring Fund, the aggregate net asset value
of which will equal the aggregate net asset value of the common shares you held
immediately prior to the Reorganization, less the costs of the Reorganization
(though you may receive cash for fractional shares). If you are a holder of
preferred shares of a Target Fund, you will receive newly-issued preferred
shares of the Acquiring Fund, the aggregate liquidation preference of which will
equal the aggregate liquidation preference of the preferred shares you held
immediately prior to the Reorganization.
Shareholders of the Acquiring Fund: You will remain a shareholder of the
Acquiring Fund.
Q WILL I HAVE TO PAY ANY
SALES LOAD, COMMISSION OR OTHER SIMILAR FEE IN CONNECTION WITH THE
REORGANIZATIONS?
A You will pay no sales loads
or commissions in connection with the Reorganizations. However, if the
Reorganizations are completed, the costs associated with the Reorganizations,
including the costs associated with the shareholder meeting, will be borne by
common shareholders of the Target Funds and the Acquiring Fund in proportion to
their projected annual expense savings as a result of the Reorganizations.
Q WILL I HAVE TO PAY ANY
FEDERAL TAXES AS A RESULT OF THE REORGANIZATIONS?
A Each of the
Reorganizations is intended to qualify as a "reorganization" within the meaning
of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended. If the
Reorganizations so qualify, in general, shareholders of the Target Funds will
recognize no gain or loss upon the receipt of shares of the Acquiring Fund in
connection with the Reorganizations. Additionally, the Target Funds will
recognize no gain or loss as a result of the transfer of all of their assets and
liabilities in exchange for the shares of the Acquiring Fund or as a result of
their dissolution. Neither the Acquiring Fund nor its shareholders will
recognize any gain or loss in connection with the Reorganizations.
Q WHAT HAPPENS IF
SHAREHOLDERS OF ONE TARGET FUND DO NOT APPROVE ITS REORGANIZATION BUT
SHAREHOLDERS OF THE OTHER TARGET FUND DO APPROVE ITS REORGANIZATION?
A An unfavorable vote on a
proposed Reorganization by the shareholders of one Target Fund will not affect
the implementation of a Reorganization by the other Target Fund, if such
Reorganization is approved by the shareholders of such Target Fund and the
issuance of additional common shares is approved by the shareholders of the
Acquiring Fund.
Q WHY IS THE VOTE OF
COMMON SHAREHOLDERS OF THE ACQUIRING FUND BEING SOLICITED?
A Although the Acquiring
Fund will continue its legal existence and operations after the Reorganizations,
the rules of the New York Stock Exchange and the Chicago Stock Exchange (on
which the Acquiring Fund's common shares are listed) require the Acquiring
Fund's common shareholders to approve the issuance of additional common shares
in connection with the Reorganizations. If the issuance of additional common
shares of the Acquiring Fund is not approved, neither Reorganization will occur.
Q HOW DOES THE BOARD OF
TRUSTEES OF MY FUND SUGGEST THAT I VOTE?
A After careful consideration,
the Board of Trustees of your fund recommends that you vote "FOR" the item
proposed for your fund.
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 by phone or internet, please refer to the
instructions found on the proxy card accompanying this Joint Proxy
Statement/Prospectus. To vote by phone or internet, you will need the "control
number" that appears on the proxy card.
Q WHOM DO I CONTACT FOR
FURTHER INFORMATION?
A You can contact your
financial adviser for further information. You may also call Van Kampen's Client
Relations Department at (800) 341-2929 (Telecommunication Device for the Deaf
users may call (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 the proposal(s) applicable to your fund using blue or black ink
to mark an X in one of the boxes provided on the proxy card.
SHAREHOLDERS OF VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST, VAN
KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST AND VAN KAMPEN TRUST FOR INVESTMENT
GRADE PENNSYLVANIA MUNICIPALS:
APPROVAL OF REORGANIZATION -- mark "For," "Against" or "Abstain."
SHAREHOLDERS OF VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST:
APPROVAL OF ISSUANCE OF ADDITIONAL COMMON SHARES -- 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.
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE
VAN KAMPEN XXXXX
JOINT SPECIAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
FOR AGAINST ABSTAIN
1. The proposal to [ ] [ ] [ ] 2. The proposal to issue additional
approve the Common Shares. FOR AGAINST ABSTAIN
Agreement and Plan [ ] [ ] [ ]
of Reorganization.
3. To transact such other business as may
properly come before the meeting or any
adjournment thereof.
Please be sure to sign and date this Proxy, Date
Shareholder sign here Co-owner sign here
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SAMPLE
VAN KAMPEN ADVANTAGE PENNSYLVANIA
MUNICIPAL INCOME TRUST, VAN KAMPEN
PENNSYLVANIA QUALITY MUNICIPAL TRUST, VAN KAMPEN TRUST FOR INVESTMENT GRADE
PENNSYLVANIA MUNICIPALS
AND
VAN KAMPEN PENNSYLVANIA VALUE
MUNICIPAL INCOME TRUST
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 341-2929
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 23, 2005
Notice is hereby given that a joint special meeting of shareholders (the
"Special Meeting") of Van Kampen Advantage Pennsylvania Municipal Income Trust
("Advantage Pennsylvania Municipal Income Trust"), Van Kampen Pennsylvania
Quality Municipal Trust ("Pennsylvania Quality Municipal Trust"), Van Kampen
Trust for Investment Grade Pennsylvania Municipals ("Trust for Investment Grade
Pennsylvania Municipals") and Van Kampen Pennsylvania Value Municipal Income
Trust (the "Acquiring Fund") will be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555 on
September 23, 2005 at 10:30 a.m. for the following purposes:
For shareholders of Advantage Pennsylvania Municipal Income Trust:
1. a. To approve an Agreement and Plan of Reorganization between Advantage
Pennsylvania Municipal Income Trust and the Acquiring Fund, the
termination of Advantage Pennsylvania Municipal Income Trust's
registration under the Investment Company Act of 1940, as amended (the
"1940 Act"), and the dissolution of Advantage Pennsylvania Municipal
Income Trust under applicable state law;
For shareholders of Pennsylvania Quality Municipal Trust:
b. To approve an Agreement and Plan of Reorganization between Pennsylvania
Quality Municipal Trust and the Acquiring Fund, the termination of
Pennsylvania Quality Municipal Trust's registration under the 1940 Act,
and the dissolution of Pennsylvania Quality Municipal Trust under
applicable state law;
For shareholders of Trust for Investment Grade Pennsylvania Municipals:
c. To approve an Agreement and Plan of Reorganization between Trust for
Investment Grade Pennsylvania Municipals and the Acquiring Fund, the
termination of Trust for Investment Grade Pennsylvania Municipals'
registration under the 1940 Act, and the dissolution of Trust for
Investment Grade Pennsylvania Municipals under applicable state law;
For common shareholders of the Acquiring Fund:
2. To approve the issuance of additional common shares of the Acquiring Fund
in connection with each Agreement and Plan of Reorganization; and
For shareholders of each fund:
3. To transact such other business as may properly be presented at the Special
Meeting or any adjournment thereof.
Shareholders of record as of the close of business on July 29, 2005 are
entitled to vote at the Special Meeting or any adjournment thereof.
THE BOARD OF TRUSTEES OF ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST,
PENNSYLVANIA QUALITY MUNICIPAL TRUST, TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS AND THE ACQUIRING FUND REQUESTS THAT YOU VOTE YOUR SHARES BY
INDICATING YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATING AND
SIGNING SUCH PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS
ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES, OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE
INTERNET.
THE BOARD OF TRUSTEES OF ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST,
PENNSYLVANIA QUALITY MUNICIPAL TRUST AND TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS RECOMMENDS THAT YOU CAST YOUR VOTE:
- FOR THE REORGANIZATION OF YOUR FUND PURSUANT TO AN AGREEMENT AND PLAN OF
REORGANIZATION AS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS.
THE BOARD OF TRUSTEES OF THE ACQUIRING FUND RECOMMENDS THAT YOU CAST YOUR
VOTE:
- FOR THE ISSUANCE OF ADDITIONAL COMMON SHARES OF THE ACQUIRING FUND IN
CONNECTION WITH EACH AGREEMENT AND PLAN OF REORGANIZATION AS DESCRIBED IN
THE JOINT PROXY STATEMENT/PROSPECTUS.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY CARD OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA
THE INTERNET PROMPTLY.
For the Board of Trustees,
Lou Anne McInnis
Assistant Secretary
Van Kampen Advantage Pennsylvania
Municipal Income Trust
Van Kampen Pennsylvania Quality
Municipal Trust
Van Kampen Trust for Investment
Grade Pennsylvania Municipals
Van Kampen Pennsylvania Value
Municipal Income Trust
August , 2005
------------------
YOUR VOTE IS IMPORTANT.
PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE
ENCLOSED PROXY CARD OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE
OR VIA THE INTERNET NO MATTER HOW MANY SHARES YOU OWN.
THE INFORMATION IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 30, 2005
JOINT PROXY STATEMENT/PROSPECTUS
VAN KAMPEN ADVANTAGE PENNSYLVANIA
MUNICIPAL INCOME TRUST,
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST,
VAN KAMPEN TRUST FOR INVESTMENT GRADE
PENNSYLVANIA MUNICIPALS,
AND
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 341-2929
JOINT SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 23, 2005
This Joint Proxy Statement/Prospectus is furnished to you as a shareholder of
Van Kampen Advantage Pennsylvania Municipal Income Trust ("Advantage
Pennsylvania Municipal Income Trust"), Van Kampen Pennsylvania Quality Municipal
Trust ("Pennsylvania Quality Municipal Trust"), Van Kampen Trust for Investment
Grade Pennsylvania Municipals ("Trust for Investment Grade Pennsylvania
Municipals") and/or Van Kampen Pennsylvania Value Municipal Income Trust (the
"Acquiring Fund"). A joint special meeting of shareholders of Advantage
Pennsylvania Municipal Income Trust, Pennsylvania Quality Municipal Trust, Trust
for Investment Grade Pennsylvania Municipals and the Acquiring Fund (the
"Special Meeting") will be held at the offices of Van Kampen Investments Inc., 1
Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555 on September 23, 2005 at
10:30 a.m. to consider the items listed below and discussed in greater detail
elsewhere in this Joint Proxy Statement/Prospectus. If you are unable to attend
the Special Meeting or any adjournment thereof, the Board of Trustees of
Advantage Pennsylvania Municipal Income Trust, Pennsylvania Quality Municipal
Trust, Trust for Investment Grade Pennsylvania Municipals and the Acquiring Fund
requests that you vote your shares by completing and returning the enclosed
proxy card or by recording your voting instructions by telephone or via the
internet. The approximate mailing date of this Joint Proxy Statement/Prospectus
and accompanying form of proxy is August 9, 2005.
The purposes of the Special Meeting are:
For shareholders of Advantage Pennsylvania Municipal Income Trust:
1. a. To approve an Agreement and Plan of Reorganization between Advantage
Pennsylvania Municipal Income Trust and the Acquiring Fund, the
termination of Advantage Pennsylvania Municipal Income Trust's
registration under the Investment Company Act of 1940, as amended (the
"1940 Act"), and the dissolution of Advantage Pennsylvania Municipal
Income Trust under applicable state law;
For shareholders of Pennsylvania Quality Municipal Trust:
b. To approve an Agreement and Plan of Reorganization between Pennsylvania
Quality Municipal Trust and the Acquiring Fund, the termination of
Pennsylvania Quality Municipal Trust's registration under the 1940 Act,
and the dissolution of Pennsylvania Quality Municipal Trust under
applicable state law;
For shareholders of Trust for Investment Grade Pennsylvania Municipals:
c. To approve an Agreement and Plan of Reorganization between Trust for
Investment Grade Pennsylvania Municipals and the Acquiring Fund, the
termination of Trust for Investment Grade Pennsylvania Municipals'
registration under the 1940 Act, and the dissolution of Trust for
Investment Grade Pennsylvania Municipals under applicable state law;
For common shareholders of the Acquiring Fund:
2. To approve the issuance of additional common shares of the Acquiring Fund
in connection with each Agreement and Plan of Reorganization; and
For shareholders of each fund:
3. To transact such other business as may properly be presented at the Special
Meeting or any adjournment thereof.
Advantage Pennsylvania Municipal Income Trust, Pennsylvania Quality Municipal
Trust and Trust for Investment Grade Pennsylvania Municipals are sometimes
referred to herein individually as a "Target Fund" or collectively as the
"Target Funds." The Target Funds and the Acquiring Fund are sometimes referred
to herein each as a "Fund" and collectively as the "Funds." Each Agreement and
Plan of Reorganization is sometimes referred to herein individually as a
"Reorganization Agreement" or collectively as the "Reorganization Agreements."
Each Reorganization Agreement that Target Fund shareholders are being asked to
consider involves a transaction that will be referred to in this Joint Proxy
Statement/Prospectus individually as a "Reorganization" and collectively as the
"Reorganizations."
The Reorganizations seek to combine four similar Funds to achieve certain
economies of scale and other operational efficiencies. The investment objective
of each Fund is to seek to provide a high level of current income exempt from
federal and Pennsylvania income taxes and, where possible under local law, local
income and personal property taxes, consistent with preservation of capital.
Each Fund seeks to achieve its investment objective by investing substantially
all of its assets in Pennsylvania municipal securities rated investment grade at
the time of investment. In each Reorganization, the Acquiring Fund will acquire
substantially all of the assets and assume substantially all of the liabilities
of the Target Fund in exchange for an equal aggregate value of newly-issued
common shares of beneficial interest of
2
the Acquiring Fund, par value $0.01 per share ("Acquiring Fund Common Shares"),
and newly-issued auction preferred shares of the Acquiring Fund with a par value
of $0.01 per share and a liquidation preference of $25,000 per share ("Acquiring
Fund APS"). The Target Fund will distribute Acquiring Fund Common Shares to
common shareholders of the Target Fund and Acquiring Fund APS to preferred
shareholders of the Target Fund, and will then terminate its registration under
the 1940 Act and dissolve under applicable state law. The aggregate net asset
value of Acquiring Fund Common Shares received in each Reorganization will equal
the aggregate net asset value of Target Fund common shares held immediately
prior to such Reorganization, less the costs of such Reorganization (though
common shareholders may receive cash for their fractional shares). The aggregate
liquidation preference of Acquiring Fund APS received in each Reorganization
will equal the aggregate liquidation preference of Target Fund preferred shares
held immediately prior to such Reorganization. The Acquiring Fund will continue
to operate after the Reorganizations as a registered closed-end investment
company with the investment objective and policies described in this Joint Proxy
Statement/Prospectus.
In connection with the Reorganizations, common shareholders of the Acquiring
Fund are being asked to approve the issuance of additional Acquiring Fund Common
Shares.
The Board of Trustees of each Fund has determined that including these
proposals in one Joint Proxy Statement/Prospectus will reduce costs and is in
the best interests of each Fund's shareholders.
In the event that shareholders of one or more of the Target Funds do not
approve the Reorganization(s), such Target Fund(s) will continue to exist and
the Board of Trustees of such Target Fund(s) will consider what additional
action, if any, to take. In the event Acquiring Fund common shareholders do not
approve the issuance of additional Acquiring Fund Common Shares, then all of the
Funds will continue to exist and the respective Board of Trustees of each Fund
will consider what additional action, if any, to take.
This Joint Proxy Statement/Prospectus sets forth concisely the information
shareholders of each Fund should know before voting on the proposals for their
Fund and constitutes an offering of Acquiring Fund Common Shares and Acquiring
Fund APS. Please read it carefully and retain it for future reference. A
Statement of Additional Information, dated August , 2005, relating to this
Joint Proxy Statement/Prospectus (the "Reorganization Statement of Additional
Information") has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated herein by reference. If you wish to request the
Reorganization Statement of Additional Information, please ask for the
"Reorganization Statement of Additional Information." Copies of each Fund's most
recent annual report and semi-annual report can be obtained on a web site
maintained by Van Kampen
3
Investments Inc. at www.vankampen.com. In addition, each Fund will furnish,
without charge, a copy of the Reorganization Statement of Additional
Information, its most recent annual report and any more recent semi-annual
report to any shareholder upon request. Any such request should be directed to
the Van Kampen Client Relations Department by calling (800) 341-2929 (TDD users
may call (800) 421-2833) or by writing to the respective Fund at 1 Parkview
Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555. The address of the
principal executive offices of the Funds is 1221 Avenue of the Americas, New
York, New York 10020, and the telephone number is (800) 341-2929.
The Funds are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith file reports,
proxy statements, proxy material and other information with the SEC. Materials
filed with the SEC can be reviewed and copied at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549 or downloaded from the SEC's
web site at www.sec.gov. Information on the operation of the SEC's Public
Reference Room may be obtained by calling the SEC at (202) 942-8090. You can
also request copies of these materials, upon payment at the prescribed rates of
a duplicating fee, by electronic request to the SEC's e-mail address
(publicinfo@sec.gov) or by writing the Public Reference Branch, Office of
Consumer Affairs and Information Services, SEC, Washington, DC, 20549-0102.
The Acquiring Fund Common Shares are listed on the New York Stock Exchange
(the "NYSE") and the Chicago Stock Exchange (the "CHX") under the ticker symbol
"VPV" and will continue to be so listed subsequent to the Reorganizations. The
common shares of Advantage Pennsylvania Municipal Income Trust are listed on the
NYSE and CHX under the ticker symbol "VAP." The common shares of Pennsylvania
Quality Municipal Trust are listed on the NYSE and the CHX under the ticker
symbol "VPQ." The common shares of Trust for Investment Grade Pennsylvania
Municipals are listed on the NYSE and the CHX under the ticker symbol "VTP."
Reports, proxy statements and other information concerning the Acquiring Fund,
Advantage Pennsylvania Municipal Income Trust, Pennsylvania Quality Municipal
Trust and Trust for Investment Grade Pennsylvania Municipals may be inspected at
the offices of the NYSE, 20 Broad Street, New York, New York 10005.
This Joint Proxy Statement/Prospectus serves as a prospectus of the Acquiring
Fund in connection with the issuance of Acquiring Fund Common Shares and
Acquiring Fund APS in each Reorganization. No person has been authorized to give
any information or make any representation not contained in this Joint Proxy
Statement/Prospectus and, if so given or made, such information or
representation must not be relied upon as having been authorized. This Joint
Proxy Statement/Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any
4
securities in any jurisdiction in which, or to any person to whom, it is
unlawful to make such offer or solicitation.
The Board of Trustees of each Fund knows of no business other than that
discussed above that will be presented for consideration at the Special Meeting.
If any other matter is properly presented, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgment.
---------------------
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Joint Proxy Statement/Prospectus is August , 2005.
5
TABLE OF CONTENTS
PAGE
----
SUMMARY..................................................... 8
PROPOSAL 1: REORGANIZATIONS OF THE TARGET FUNDS............. 17
RISK FACTORS AND SPECIAL CONSIDERATIONS..................... 18
Market Risk............................................... 18
Interest Rate Risk........................................ 18
Credit Risk............................................... 18
Income Risk............................................... 19
Call Risk................................................. 19
Non-Diversification Risks................................. 19
Pennsylvania Municipal Securities......................... 19
Risks of Using Strategic Transactions..................... 20
Manager Risk.............................................. 20
Market Discount Risk...................................... 20
Leverage Risk............................................. 21
Anti-Takeover Provisions.................................. 22
Special Risks Related to Preferred Shares................. 22
COMPARISON OF THE FUNDS..................................... 23
Investment Objective and Policies......................... 23
Other Investment Practices and Policies................... 27
Investment Restrictions................................... 30
Management of the Funds................................... 32
Other Service Providers................................... 36
Capitalization............................................ 36
Additional Information about Common Shares of the Funds... 38
Additional Information about Preferred Shares of the
Funds................................................... 42
Governing Law............................................. 47
Certain Provisions of the Declarations of Trust........... 47
Conversion to Open-End Funds.............................. 49
Voting Rights............................................. 49
Financial Highlights...................................... 51
6
PAGE
----
INFORMATION ABOUT THE REORGANIZATIONS....................... 55
General................................................... 55
Terms of the Reorganization Agreements.................... 56
Material U.S. Federal Income Tax Consequences of the
Reorganizations......................................... 58
Shareholder Approval...................................... 60
PROPOSAL 2: ISSUANCE OF ADDITIONAL ACQUIRING FUND COMMON
SHARES.................................................... 61
Shareholder Approval...................................... 61
OTHER INFORMATION........................................... 62
Voting Information and Requirements....................... 62
Shareholder Information................................... 64
Section 16(a) Beneficial Ownership Reporting Compliance... 64
Shareholder Proposals..................................... 64
Solicitation of Proxies................................... 64
Legal Matters............................................. 65
Other Matters to Come Before the Meeting.................. 65
EXHIBIT I: DESCRIPTION OF SECURITIES RATINGS................ I-1
7
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SUMMARY
------------------------------------------------------------------------------
The following is a summary of certain information contained elsewhere in this
Joint Proxy Statement/Prospectus and is qualified in its entirety by reference
to the more complete information contained in this Joint Proxy
Statement/Prospectus and in the Reorganization Statement of Additional
Information. Shareholders should read the entire Joint Proxy
Statement/Prospectus carefully.
PROPOSAL 1: REORGANIZATIONS OF THE TARGET FUNDS
THE PROPOSED REORGANIZATIONS. The Board of Trustees of each Target Fund,
including the trustees who are not "interested persons" of each Target Fund (as
defined in the 1940 Act), has unanimously approved each Reorganization
Agreement. If the shareholders of a Target Fund approve their Reorganization
Agreement and the shareholders of the Acquiring Fund approve the issuance of
Acquiring Fund Common Shares (see Proposal 2: "Issuance of Additional Acquiring
Fund Common Shares"), Acquiring Fund Common Shares and Acquiring Fund APS will
be issued to the common shareholders and preferred shareholders of such Target
Fund, respectively, in exchange for substantially all of the assets of the
Target Fund and the assumption of substantially all of the liabilities of the
Target Fund. The Target Fund will then terminate its registration under the 1940
Act and dissolve under applicable state law. The aggregate net asset value of
Acquiring Fund Common Shares received in the Reorganization will equal the
aggregate net asset value of Target Fund common shares held immediately prior to
the Reorganization, less the costs of the Reorganization (though common
shareholders may receive cash for fractional shares). The aggregate liquidation
preference of Acquiring Fund APS received in the Reorganization will equal the
aggregate liquidation preference of Target Fund preferred shares held
immediately prior to the Reorganization.
BACKGROUND AND REASONS FOR THE PROPOSED REORGANIZATIONS. The Reorganizations
seek to combine four similar Funds to achieve certain economies of scale and
other operational efficiencies. Each Fund is registered as a non-diversified,
closed-end management investment company under the 1940 Act. The investment
objective of each Fund is to seek to provide a high level of current income
exempt from federal and Pennsylvania income taxes and, where possible under
local law, local income and personal property taxes, consistent with
preservation of capital. Each Fund seeks to achieve its investment objective,
under normal market conditions, by investing substantially all of its assets in
Pennsylvania municipal securities rated investment grade at the time of
investment. Pennsylvania Quality Municipal Trust and the Acquiring Fund may
invest up to 20% of their assets in unrated Pennsylvania municipal securities
believed, at the time of investment, by the Adviser to have credit
characteristics equivalent to, and to be of comparable quality as,
8
Pennsylvania municipal securities that are rated investment grade. The Funds are
managed by the same investment advisory personnel.
The proposed Reorganizations will combine the assets of these similar Funds by
reorganizing the Target Funds into the Acquiring Fund. The Board of Trustees of
each Target Fund (the "Target Fund Board"), based upon its evaluation of all
relevant information, anticipates that the common shareholders of each Target
Fund will benefit from their Fund's respective Reorganization. The Board of
Trustees of the Acquiring Fund (the "Acquiring Fund Board"), based upon its
evaluation of all relevant information, anticipates that each Reorganization
will benefit holders of Acquiring Fund Common Shares. Each Board believes, based
on data presented by Van Kampen Asset Management, investment adviser to each of
the Funds (the "Adviser"), that common shareholders of each Fund will experience
a reduced overall operating expense ratio as a result of their Fund's respective
Reorganization. The combined fund resulting from the Reorganizations will have a
larger asset base than any of the Funds has currently; certain fixed
administrative costs, such as costs of printing shareholder reports and proxy
statements, legal expenses, audit fees, mailing costs and other expenses, will
be spread across this larger asset base, thereby lowering the expense ratio for
common shareholders of the combined fund.
9
The table below illustrates the anticipated reduction in operating expenses
expected as a result of the Reorganizations. The table sets forth (i) the fees,
expenses and distributions to preferred shareholders paid by the Target Funds
for the 12-month period ended January 31, 2005, (ii) the fees, expenses and
distributions to preferred shareholders paid by the Acquiring Fund for the
12-month period ended January 31, 2005 and (iii) the pro forma fees, expenses
and distributions to preferred shareholders for the Acquiring Fund for the
12-month period ended January 31, 2005, assuming each of the Reorganizations had
been completed at the beginning of such period. As shown below, the
Reorganizations are expected to result in decreased total annual expenses for
shareholders of each Fund (although such savings will not be immediately
realized (see footnote (c) to the table)). The increase in "Distributions on
Preferred Shares" from the actual to the pro forma column for Pennsylvania
Quality Municipal Trust is due primarily to changes in the expected preferred
share leverage ratio of the combined fund (see footnote (e) to the table).
FEE, EXPENSE AND DISTRIBUTIONS ON PREFERRED SHARES TABLE
FOR COMMON SHAREHOLDERS OF THE FUNDS
AS OF JANUARY 31, 2005
PRO
ACTUAL FORMA(F)
--------------------------------------------------------- ------------
VAN KAMPEN VAN KAMPEN VAN KAMPEN VAN KAMPEN
ADVANTAGE VAN KAMPEN TRUST FOR PENNSYLVANIA PENNSYLVANIA
PENNSYLVANIA PENNSYLVANIA INVESTMENT VALUE VALUE
MUNICIPAL QUALITY GRADE MUNICIPAL MUNICIPAL
INCOME MUNICIPAL PENNSYLVANIA INCOME INCOME
TRUST TRUST MUNICIPALS TRUST TRUST
(VAP) (VPQ) (VTP) (VPV) (VPV)
------------ ------------ ------------ ------------ ------------
Common Shareholder
Transaction Expenses(a):
Maximum Sales Load (as a
percentage of offering
price)(b)(c)............... None None None None None
Dividend Reinvestment Plan
Fees....................... None None None None None
Annual Expenses (as a
percentage of net assets
attributable to common
shares):
Investment Advisory
Fees(d).................... 0.85% 0.81% 0.85% 0.89% 0.85%
Interest Payments on Borrowed
Funds...................... 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses(c)............ 0.45% 0.33% 0.35% 0.47% 0.25%
Total Annual Expenses(d)... 1.30% 1.14% 1.20% 1.36% 1.10%
----- ----- ----- ----- -----
Distributions
Distributions on Preferred
Shares(e).................. 0.77% 0.65% 0.81% 0.81% 0.75%
----- ----- ----- ----- -----
10
PRO
ACTUAL FORMA(F)
--------------------------------------------------------- ------------
VAN KAMPEN VAN KAMPEN VAN KAMPEN VAN KAMPEN
ADVANTAGE VAN KAMPEN TRUST FOR PENNSYLVANIA PENNSYLVANIA
PENNSYLVANIA PENNSYLVANIA INVESTMENT VALUE VALUE
MUNICIPAL QUALITY GRADE MUNICIPAL MUNICIPAL
INCOME MUNICIPAL PENNSYLVANIA INCOME INCOME
TRUST TRUST MUNICIPALS TRUST TRUST
(VAP) (VPQ) (VTP) (VPV) (VPV)
------------ ------------ ------------ ------------ ------------
Total Annual Expenses and
Distributions on
Preferred Shares......... 2.07% 1.79% 2.01% 2.17% 1.85%
----- ----- ----- ----- -----
---------------
(a)No expense information is presented with respect to preferred shares because
holders of preferred shares do not bear any transaction or operating expenses
of any of the Funds and will not bear any of the Reorganization expenses or
any transaction or operating expenses of the combined fund.
(b)Common shares purchased in the secondary market may be subject to brokerage
commissions or other charges. No sales load will be charged on the issuance
of common shares in the Reorganizations. Common shares are not available for
purchase from the Funds but may be purchased through a broker-dealer subject
to individually negotiated commission rates.
(c)In connection with the Reorganizations, there are certain other transaction
expenses which include, but are not limited to: all costs related to the
preparation, printing and distributing of this Joint Proxy
Statement/Prospectus to shareholders; costs related to preparation and
distribution of materials distributed to each Fund's Board; all expenses
incurred in connection with the preparation of the Reorganization Agreements
and registration statements on Form N-14; SEC and state securities commission
filing fees; legal and audit fees; portfolio transfer taxes (if any); and any
similar expenses incurred in connection with the Reorganizations. In
accordance with applicable SEC rules, the Board of Trustees of each Fund
reviewed the fees and expenses that will be borne directly or indirectly by
the Funds in connection with the Reorganizations. After considering various
alternatives for allocating these costs, the Board of Trustees of each Fund
agreed that, in the event the Reorganizations are approved and completed, the
expenses of the Reorganizations will be shared by the Target Funds and the
Acquiring Fund in proportion to their projected annual expense savings as a
result of the Reorganizations. The table below summarizes each Fund's net
assets (common shares only) at January 31, 2005, projected annual expense
savings to each Fund as a result of the Reorganizations, allocation of
Reorganization expenses among the Funds in dollars and percentages, an
estimated pay-back period (in years) and the resulting effect on each Fund's
net asset value per common share at January 31, 2005. Some Funds will benefit
more from projected annual expense savings of the Reorganizations than other
Funds. The projected annual expense savings are generally not expected to be
immediately realized. If shareholders sell their common shares prior to the
estimated pay-back period, then they may not realize any of the projected
expense savings resulting from the reduced expense ratio of the combined
fund. The net asset value per common share of each Fund will be reduced at
the closing date of the respective Reorganization to reflect the allocation
of Reorganization expenses to each Fund. The reduction in net asset value per
common share resulting from the allocation of Reorganization expenses, when
compared to the relative net asset sizes of each Fund involved in the
Reorganizations, will be greater in some Funds than others. In the event a
Reorganization is not completed, the Adviser will bear the costs associated
11
with such Reorganization. The numbers presented in the table are estimates;
actual results may differ.
REDUCTION TO
PROJECTED ESTIMATED NET ASSET
NET ASSETS ANNUAL REORGANIZATION PAYBACK VALUE PER
(COMMON EXPENSE EXPENSE ALLOCATION PERIOD COMMON
FUND SHARES ONLY) SAVINGS IN DOLLARS/PERCENTAGE (IN YEARS) SHARE
---- ------------ --------- --------------------- ----------- ------------
VAP.................. $ 74,734,324 $149,469 $ 167,412/28% 1.12 $0.038
VPQ.................. 139,866,648 $ 55,947 $ 62,633/11% 1.12 0.008
VTP.................. 126,914,783 $126,915 $ 142,113/24% 1.12 0.048
VPV.................. 73,782,638 $191,835 $ 214,842/37% 1.12 0.019
------------
Total Expenses....... $587,000/100%
(d)Expense information has been restated to reflect permanent reductions made to
administrative fees effective as of June 1, 2004 and permanent reductions made
to management fees effective as of November 1, 2004. If assets attributable
to preferred shares were included, the investment advisory fee would be 0.55%
for each Fund and for the Acquiring Fund on a pro forma basis.
(e)In seeking to enhance the income for its common shareholders, each of the
Funds uses preferred shares as financial leverage. Leverage created by
borrowing or other forms of indebtedness would create interest expenses which
would, if used by the Funds, be charged to common shareholders (shown above
as "Interest Payments on Borrowed Funds"). Leverage created by preferred
shares creates dividend payments and/or capital gains distributions to
preferred shareholders which are charged to common shareholders (shown above
as "Distributions on Preferred Shares"). The dividend rates are based on
periodic auctions as described herein and thus will differ based on varying
market conditions at the times of such auctions. As of January 31, 2005, VAP
had an outstanding preferred share leverage ratio (i.e., the liquidation
preference of preferred shares relative to total assets of such Fund) of
approximately 35%, VTP had an outstanding preferred share leverage ratio of
approximately 36%, VPQ had an outstanding preferred share leverage ratio of
approximately 32% and VPV had an outstanding preferred share leverage ratio
of approximately 38%. Assuming the Reorganizations were completed as of
January 31, 2005, the combined fund on a pro forma basis would have had a
preferred share leverage ratio of approximately 35%. Because the line
"Distributions on Preferred Shares" shows preferred share distributions as a
percentage of net assets attributable to common shares, the amount shown is
affected not only by the applicable preferred share dividend rates and
capital gain distribution rates but also by the applicable preferred share
leverage ratio of each Fund. Funds with higher preferred share leverage
ratios, all other things equal, would have higher "Distributions on Preferred
Shares" than funds with lower leverage ratios; and, if the leverage is
producing its intended results (i.e., providing more income for common
shareholders than its costs), funds with higher preferred share leverage
ratios, all other things equal, would have higher distributions on common
shares than funds with lower leverage ratios. Thus, the increase in
"Distributions on Preferred Shares" for VPQ from the actual to the pro forma
column is due primarily to changes in the expected leverage ratio of the
combined fund. The proposed Reorganizations are intended to combine the Funds
with their existing capital structures, which will result in a weighted
combined leverage ratio that each Fund's Board and management believe is
within an appropriate range under current market conditions; the combined
fund may consider changes to its leverage ratio based on varying market
conditions in the future.
12
(f)As described above the table, the pro forma column shown above assumes all of
the Reorganizations are completed. As described herein, an unfavorable vote
by one or more of the Target Funds will not affect the implementation of the
Reorganization by the other Funds if approved by such other Funds. As such,
there could be other combinations of approved Reorganizations, and the pro
forma columns below present these various combinations.
Pro Forma
---------------------------------------------------------------
ANNUAL EXPENSES VAP, VAP, VPQ,
(as a percentage of net assets VAP and VPQ and VTP and VPQ and VTP and VTP and
attributable to common shares): VPV Only VPV Only VPV Only VPV Only VPV Only VPV Only
------------------------------- -------- -------- -------- -------- -------- --------
Investment Advisory Fees(d)... 0.87% 0.84% 0.87% 0.84% 0.86% 0.84%
Interest Payments on Borrowed
Funds.................... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses............. 0.35% 0.30% 0.31% 0.27% 0.28% 0.26%
Total Annual Expenses(d)... 1.22% 1.14% 1.18% 1.11% 1.14% 1.10%
Distributions
Distributions on Preferred
Shares(e)................ 0.79% 0.71% 0.81% 0.72% 0.80% 0.74%
Total Annual Expenses and
Distributions on Preferred
Shares................. 2.01% 1.85% 1.99% 1.83% 1.94% 1.84%
EXAMPLE. The following example is intended to help you compare the costs of
investing in the Acquiring Fund pro forma after the Reorganizations with the
costs of investing in the Target Funds and the Acquiring Fund without the
Reorganizations. An investor would pay the following expenses on a $1,000
investment, assuming (1) the operating expense ratio for each Fund (as a
13
percentage of net assets attributable to common shares) set forth in the table
above and (2) a 5% annual return throughout the period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Van Kampen Advantage Pennsylvania
Municipal Income Trust (VAP)........ $13 $41 $71 $157
Van Kampen Pennsylvania Quality
Municipal Trust (VPQ)............... $12 $36 $63 $139
Van Kampen Trust for Investment Grade
Pennsylvania Municipals (VTP)....... $12 $38 $66 $145
Van Kampen Pennsylvania Value
Municipal Income Trust (VPV)........ $14 $43 $74 $164
Pro Forma -- Van Kampen Pennsylvania
Value Municipal Income Trust(a)
(VTP)............................... $11 $35 $61 $134
---------------
(a)Consistent with footnote (f) to the preceding table, the pro forma row shown
above assumes each of the Reorganizations is completed. As described herein,
an unfavorable vote by one of the Target Funds will not affect the
implementation of the Reorganization of the other Target Fund if approved by
such other Fund. This means that there could be other combinations of
approved Reorganizations, and the pro forma rows below present these various
combinations:
PRO FORMA 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- ------ ------- ------- --------
VAP and VPV only.................. $12 $39 $67 $148
VPQ and VPV only.................. $12 $36 $63 $139
VTP and VPV only.................. $12 $37 $65 $143
VAP, VPQ and VPV only............. $11 $35 $61 $135
VAP, VTP and VPV only............. $12 $36 $63 $139
VPQ, VTP and VPV only............. $11 $35 $61 $134
The example set forth above assumes the reinvestment of all dividends and
distributions and uses a 5% annual rate of return as mandated by SEC
regulations. The example should not be considered a representation of past or
future expenses or annual rates of return. Actual expenses or annual rates of
return may be more or less than those assumed for purposes of the example.
FURTHER INFORMATION REGARDING THE REORGANIZATIONS. The Target Fund Board has
determined that each Reorganization is in the best interests of common
shareholders of the respective Target Fund and that the interests of such
shareholders will not be diluted as a result of their Fund's Reorganization.
Similarly, the Acquiring Fund Board has determined that each Reorganization is
in the best interests of common shareholders of the Acquiring Fund and that the
interests of
14
such shareholders will not be diluted as a result of any Reorganization. It is
not anticipated that any of the Reorganizations will directly benefit preferred
shareholders of any of the Funds; however, the Reorganizations will not
adversely affect preferred shareholders of any of the Funds, and the expenses of
the Reorganizations will not be borne by preferred shareholders of any of the
Funds. As a result of the Reorganizations, however, shareholders of each Fund
will hold a reduced percentage of ownership in the larger combined fund than
they did in any of the separate Funds.
Each of the Reorganizations is intended to qualify as a "reorganization"
within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"). If the Reorganizations so qualify, in
general, shareholders of the Target Funds will recognize no gain or loss upon
the receipt of shares of the Acquiring Fund in connection with the
Reorganizations. Additionally, the Target Funds will recognize no gain or loss
as a result of the transfer of all of their assets and liabilities in exchange
for shares of the Acquiring Fund or as a result of their dissolution. Neither
the Acquiring Fund nor its shareholders will recognize any gain or loss in
connection with the Reorganizations.
The Target Fund Board requests that shareholders of each Target Fund approve
their Fund's proposed Reorganization at the Special Meeting to be held on
September 23, 2005. Shareholder approval of each Reorganization requires the
affirmative vote of shareholders of the respective Target Fund representing more
than 50% of the outstanding common shares and preferred shares entitled to vote
of such Target Fund, each voting separately as a class. Subject to the requisite
approval of the shareholders of each Fund with regard to each Reorganization, it
is expected that the closing date of the transaction (the "Closing Date") will
be after the close of business on or about September 30, 2005, but it may be at
a different time as described herein.
The Target Fund Board recommends that you vote "FOR" your Target Fund's
proposed Reorganization.
PROPOSAL 2: ISSUANCE OF ADDITIONAL ACQUIRING FUND COMMON SHARES
In connection with each proposed Reorganization described under "Proposal 1:
Reorganizations of the Target Funds," the Acquiring Fund will issue additional
Acquiring Fund Common Shares and list such shares on the NYSE and CHX. The
Acquiring Fund will acquire substantially all of the assets and assume
substantially all of the liabilities of each Target Fund in exchange for
newly-issued Acquiring Fund Common Shares and newly-issued Acquiring Fund APS.
The Reorganizations will result in no reduction of the net asset value of the
Acquiring Fund Common Shares, other than to reflect the costs of the
Reorganizations. No gain or loss will be recognized by the Acquiring Fund or its
shareholders in connection with the Reorganization. The Acquiring Fund Board,
based upon its evaluation of all relevant
15
information, anticipates that each Reorganization will benefit holders of
Acquiring Fund Common Shares. In particular, the Acquiring Fund Board believes,
based on data presented by the Adviser, that the Acquiring Fund will experience
a reduced overall operating expense ratio as a result of the Reorganizations.
The Acquiring Fund Board requests that common shareholders of the Acquiring
Fund approve the issuance of additional Acquiring Fund Common Shares at the
Special Meeting to be held on September 23, 2005. Shareholder approval of the
issuance of additional Acquiring Fund Common Shares requires the affirmative
vote of a majority of the votes cast, provided that total votes cast on the
proposal represent over 50% of all securities entitled to vote on the matter.
Subject to the requisite approval of the shareholders of each Fund with regard
to the Reorganizations, it is expected that the Closing Date will be after the
close of business on or about September 30, 2005, but it may be at a different
time as described herein.
The Acquiring Fund Board recommends that you vote "FOR" the issuance of
additional Acquiring Fund Common Shares in connection with the Reorganizations.
16
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PROPOSAL 1: REORGANIZATIONS OF THE TARGET FUNDS
------------------------------------------------------------------------------
The Reorganizations seek to combine four similar Funds to achieve certain
economies of scale and other operational efficiencies. Each Fund is registered
as a non-diversified, closed-end management investment company under the 1940
Act. The investment objective of each Fund is to seek to provide a high level of
current income exempt from federal and Pennsylvania income taxes and, where
possible under local law, local income and personal property taxes, consistent
with preservation of capital. Each Fund seeks to achieve its investment
objective, under normal market conditions, by investing substantially all of its
assets in Pennsylvania municipal securities rated investment grade at the time
of investment. Pennsylvania Quality Municipal Trust and the Acquiring Fund may
invest up to 20% of their assets in unrated Pennsylvania municipal securities
believed, at the time of investment, by the Adviser to have credit
characteristics equivalent to, and to be of comparable quality as, Pennsylvania
municipal securities that are rated investment grade. The Funds are managed by
the same investment advisory personnel.
In each Reorganization, the Acquiring Fund will acquire substantially all of
the assets and assume substantially all of the liabilities of the Target Fund in
exchange for an equal aggregate value of Acquiring Fund Common Shares and
Acquiring Fund APS. The Target Fund will distribute Acquiring Fund Common Shares
to common shareholders of the Target Fund and Acquiring Fund APS to preferred
shareholders of the Target Fund, and will then terminate its registration under
the 1940 Act and dissolve under applicable state law. The aggregate net asset
value of Acquiring Fund Common Shares received in the Reorganization will equal
the aggregate net asset value on the Target Fund common shares held immediately
prior to the Reorganization, less the costs of the Reorganization (though common
shareholders may receive cash for fractional shares). The aggregate liquidation
preference of Acquiring Fund APS received in the Reorganization will equal the
aggregate liquidation preference of Target Fund preferred shares held
immediately prior to the Reorganization. The Acquiring Fund will continue to
operate as a registered closed-end investment company with the investment
objective and policies described in this Joint Proxy Statement/Prospectus.
The Target Fund Board, based upon its evaluation of all relevant information,
anticipates that the common shareholders of each Target Fund will benefit from
their Fund's respective Reorganization. In particular, the Target Fund Board
believes, based on data presented by the Adviser, that common shareholders of
each Target Fund will experience a reduced overall operating expense ratio as a
result of their Fund's respective Reorganization. The combined fund resulting
from the Reorganizations will have a larger asset base than any of the Funds has
currently; certain fixed administrative costs, such as costs of printing
shareholder reports and proxy statements, legal expenses, audit fees, mailing
costs and other expenses, will
17
be spread across this larger asset base, thereby lowering the expense ratio for
common shareholders of the combined fund.
RISK FACTORS AND SPECIAL CONSIDERATIONS
Because each Fund, under normal market conditions, invests substantially all
of its assets in investment grade Pennsylvania municipal securities, any risks
inherent in such investments are equally applicable to each Fund and will apply
to the combined fund after the Reorganizations. The Reorganizations themselves
are not expected to adversely affect the rights of shareholders of any of the
Funds or to create additional risks.
MARKET RISK
Market risk is the possibility that the market values of securities owned by
each Fund will decline. The prices of debt securities tend to fall as interest
rates rise, and such declines tend to be greater among debt securities with
longer maturities. Market risk is often greater among certain types of debt
securities, such as zero coupon bonds which do not make regular interest
payments but are instead bought at a discount to their face values and paid in
full upon maturity. As interest rates change, these securities often fluctuate
more in price than securities that make regular interest payments and therefore
subject the Funds to greater market risk than a fund that does not own these
types of securities. When-issued and delayed delivery transactions are subject
to changes in market conditions from the time of the commitment until
settlement. This may adversely affect the prices or yields of the securities
being purchased. The greater the Funds' outstanding commitments for these
securities, the greater the Funds' exposure to market price fluctuations.
INTEREST RATE RISK
Interest rate risk is the risk that prices of municipal securities generally
increase when interest rates decline and decrease when interest rates increase.
Prices of longer-term securities generally change more in response to interest
rate changes than prices of shorter-term securities.
CREDIT RISK
Credit risk is the risk that the issuer will be unable to pay the interest or
principal when due. The degree of credit risk depends on both the financial
condition of the issuer and the terms of the obligation. Each Fund invests
substantially all of its assets in municipal securities that are rated
investment grade by Standard & Poor's ("S&P") or Moody's Investors Service Inc.
("Moody's") (or comparably rated by another nationally recognized statistical
rating organization). Securities rated in the lowest investment grade category
may have certain speculative characteristics.
18
Pennsylvania Quality Municipal Trust and the Acquiring Fund may invest up to 20%
of their assets in unrated Pennsylvania municipal securities believed, at the
time of investment, by the Adviser to have credit characteristics equivalent to,
and to be of comparable quality as, Pennsylvania municipal securities that are
rated investment grade. Pennsylvania Quality Municipal Trust and the Acquiring
Fund may therefore be more dependent on the Adviser's investment analysis of
unrated Pennsylvania municipal securities than is the case with respect to rated
Pennsylvania municipal securities.
INCOME RISK
The income shareholders receive from their Fund is based primarily on interest
rates of securities in that Fund's portfolio, which can vary widely over the
short- and long-term. If interest rates drop, the income from the Funds may drop
as well.
CALL RISK
If interest rates fall, it is possible that issuers of securities with high
interest rates will prepay or "call" their securities before their maturity
dates. In this event, the proceeds from the called securities would likely be
reinvested by the Funds in securities bearing the new, lower interest rates,
resulting in a possible decline in the Funds' income and distributions to
shareholders.
NON-DIVERSIFICATION RISKS
Each Fund is classified as a non-diversified fund, which means each Fund may
invest a greater portion of its assets in a more limited number of issuers than
a diversified fund. As a result, each Fund may be subject to greater risk than a
diversified fund because changes in the financial condition or market assessment
of a single issuer may cause greater fluctuations in the value of such Fund's
shares.
PENNSYLVANIA MUNICIPAL SECURITIES
Since each Fund, under normal market conditions, invests substantially all of
its assets in investment grade Pennsylvania municipal securities, each Fund is
more exposed to risks affecting issuers of Pennsylvania municipal securities
than is a municipal bond fund that invests more widely. Many different social,
environmental and economic factors may affect the financial condition of
Pennsylvania and its political subdivisions. The yields of Pennsylvania
municipal securities may move differently and adversely compared to the yields
of overall debt securities markets. Although the interest received from
Pennsylvania municipal securities in which the Funds invest generally is exempt
from regular federal income tax as well as Pennsylvania personal income taxes,
and where possible under local law, local income and personal property taxes,
each Fund may invest an unlimited portion of its assets in Pennsylvania
municipal securities that pay interest that is subject to the
19
federal alternative minimum tax. In addition, there could be changes in
applicable tax laws or tax treatments that reduce or eliminate the current
federal income tax exemption generally applicable to interest received on
municipal securities or otherwise adversely affect the current federal or state
tax status of Pennsylvania municipal securities.
RISKS OF USING STRATEGIC TRANSACTIONS
Each Fund may engage in certain transactions ("Strategic Transactions")
designed to, among other things, reduce its exposure to interest rate movements.
For example, each Fund may purchase and sell exchange-listed and over-the-
counter put and call options on securities, financial futures and other
financial instruments, purchase and sell financial futures contracts and enter
into various interest rate transactions such as swaps, caps, floors or collars.
If a Fund incorrectly forecasts market values, interest rates or other factors,
that Fund's performance could suffer as a result of its Strategic Transactions.
Each Fund also may suffer a loss if the other party to the Strategic Transaction
fails to meet its obligations. The Funds are not required to use Strategic
Transactions and may choose not to do so.
MANAGER RISK
As with any managed fund, the investment adviser to each Fund may not be
successful in selecting the best-performing securities or investment techniques,
and a Fund's performance may lag behind that of similar funds.
MARKET DISCOUNT RISK
Whether investors will realize gains or losses upon the sale of shares of a
Fund will depend upon the market price of the shares at the time of original
purchase and subsequent sale, which may be less or more than such Fund's net
asset value per share. Since the market price of the shares will be affected by
such factors as the relative demand for and supply of the shares in the market,
general market and economic conditions and other factors beyond the control of
the Funds, the Funds cannot predict whether shares of the Funds will trade at,
below or above net asset value. Shares of closed-end funds often trade at a
discount to their net asset values, and the Funds' shares may trade at such a
discount.
In order to reduce or eliminate a market value discount from net asset value,
the Board of Trustees of a Fund may, subject to the terms of its preferred
shares, authorize such Fund from time to time to repurchase its common shares in
the open market or to tender for its common shares at net asset value. The Board
of Trustees of a Fund, in consultation with the Adviser, reviews on a quarterly
basis the possibility of open-market repurchases and/or tender offers for such
Fund's common shares. Subject to its borrowing restrictions, a Fund may incur
debt to finance such repurchases, which entails risks. The ability of a Fund to
enter into tender
20
offers and the common share repurchases may be limited by the 1940 Act asset
coverage requirements and any additional asset coverage requirements which may
be imposed by a rating agency in connection with any rating of the preferred
shares. No assurance can be given that the Board of Trustees of a Fund will, in
fact, authorize such Fund to undertake such repurchases and/or tender offers or
that, if undertaken, such actions would result in such Fund's common shares
trading at a price which is equal or close to net asset value.
LEVERAGE RISK
Use of leverage, through the issuance of preferred shares, involves certain
risks to holders of common shares of the Funds. For example, each Fund's
issuance of preferred shares may result in higher volatility of the net asset
value of its common shares and potentially more volatility in the market value
of its common shares. In addition, changes in the short-term and medium-term
dividend rates on, and the amount of taxable income allocable to, the preferred
shares of a Fund will affect the yield to holders of common shares of such Fund.
In certain circumstances, when a Fund is required to allocate taxable income to
holders of its preferred shares, such Fund may be required to make an additional
distribution to such holders in an amount approximately equal to the tax
liability resulting from the allocation (an "Additional Dividend"). Leverage
will allow holders of each Fund's common shares to realize a higher current rate
of return than if a Fund were not leveraged as long as such Fund, while
accounting for its costs and operating expenses, is able to realize a higher net
return on its investment portfolio than the then-current dividend rate (and any
Additional Dividend) paid on its preferred shares. Similarly, since a pro rata
portion of each Fund's net realized capital gains is generally payable to
holders of a Fund's common shares, the use of leverage will increase the amount
of such gains distributed to holders of a Fund's common shares. However,
short-term, medium-term and long-term interest rates change from time to time as
do their relationships to each other (i.e., the slope of the yield curve)
depending upon such factors as supply and demand forces, monetary and tax
policies and investor expectations. Changes in any or all of such factors could
cause the relationship between short-term, medium-term and long-term rates to
change (i.e., to flatten or to invert the slope of the yield curve) so that
short-term and medium-term rates may substantially increase relative to the
long-term obligations in which each Fund may be invested. To the extent that the
current dividend rate (and any Additional Dividend) on a Fund's preferred shares
approaches the net return on such Fund's investment portfolio, the benefit of
leverage to holders of common shares of such Fund will be decreased. If the
current dividend rate (and any Additional Dividend) on the preferred shares were
to exceed the net return on a Fund's portfolio, holders of common shares of such
Fund would receive a lower rate of return than if the Fund were not leveraged.
Similarly, since both the costs of issuing preferred shares and any decline in
the value of a Fund's investments (including investments
21
purchased with the proceeds from any preferred shares offering) will be borne
entirely by holders of such Fund's common shares, the effect of leverage in a
declining market would result in a greater decrease in net asset value to
holders of common shares than if a Fund were not leveraged. If a Fund is
liquidated, holders of that Fund's preferred shares will be entitled to receive
liquidating distributions before any distribution is made to holders of common
shares of such Fund.
In an extreme case, a decline in net asset value could affect a Fund's ability
to pay dividends on its common shares. Failure to make such dividend payments
could adversely affect a Fund's qualification as a regulated investment company
under the federal tax laws. However, each Fund intends to take all measures
necessary to make required common share dividend payments. If a Fund's current
investment income is ever insufficient to meet dividend payments on either its
common shares or its preferred shares, such Fund may have to liquidate certain
of its investments. In addition, each Fund has the authority to redeem its
preferred shares for any reason and may be required to redeem all or part of its
preferred shares in the following circumstances:
- if the asset coverage for the preferred shares declines below 200%, either
as a result of a decline in the value of a Fund's portfolio investments or
as a result of the repurchase of common shares in tender offers or
otherwise, or
- in order to maintain the asset coverage guidelines established by Moody's
and S&P in rating the preferred shares.
Redemption of the preferred shares or insufficient investment income to make
dividend payments may reduce the net asset value of a Fund's common shares and
require a Fund to liquidate a portion of its investments at a time when it may
be disadvantageous to do so.
ANTI-TAKEOVER PROVISIONS
The Declaration of Trust of each Fund (in each case, the "Declaration of
Trust") includes provisions that could limit the ability of other entities or
persons to acquire control of that Fund or to change the composition of its
Board of Trustees. Such provisions could limit the ability of common
shareholders to sell their common shares at a premium over prevailing market
prices by discouraging a third party from seeking to obtain control of either
Fund.
SPECIAL RISKS RELATED TO PREFERRED SHARES
AUCTION RISK. The dividend rate for the preferred shares of each Fund,
including the Acquiring Fund, normally is set through an auction process. These
preferred shares are referred to as "auction preferred shares." In the auction,
preferred shareholders may indicate the dividend rate at which they would be
willing to hold or sell their auction preferred shares or purchase additional
shares. An auction fails if there are more auction preferred shares offered for
sale than there are buyers, in
22
which case preferred shareholders may not be able to sell their shares. Also, if
preferred shareholders place bids to retain shares at an auction only at a
specified dividend rate and that rate exceeds the rate set at the auction, they
will not retain their shares. Additionally, if preferred shareholders buy
auction preferred shares or elect to retain shares without specifying a dividend
rate below which they would not wish to buy or continue to hold those shares,
they could receive a lower rate of return on their auction preferred shares than
the market rate. Finally, the dividend period for the auction preferred shares
may be changed by the Funds, subject to certain conditions, including notice to
preferred shareholders, which could also affect the liquidity of an investment
in those shares.
SECONDARY MARKET RISK. Broker-dealers may maintain a secondary trading market
in the preferred shares outside of auctions; however, they are not obligated to
do so and there can be no assurance that such a secondary market will develop
or, if it does develop, that it will provide preferred shareholders with a
liquid trading market. It may not be possible to sell preferred shares between
auctions, or it may only be possible to sell them for a price less than their
liquidation preference plus any accumulated dividends. An increase in the level
of interest rates likely will have an adverse effect on the secondary market
price of the preferred shares. Auction preferred shares may only be transferred
outside of auctions to or through broker-dealers or other persons as the Funds
permits.
RATINGS AND ASSET COVERAGE RISKS. Although the preferred shares of each Fund
have been rated "Aaa" by Moody's and "AAA" by S&P, such ratings do not eliminate
or necessarily mitigate the risks of investing in preferred shares. Moody's or
S&P could downgrade its rating of the preferred shares or withdraw its rating at
any time, which may make the preferred shares less liquid at an auction or in
the secondary market. If a Fund fail to satisfy its asset coverage ratios, it
will be required to redeem a sufficient number of preferred shares in order to
return to compliance with the asset coverage ratios. A Fund may voluntarily
redeem preferred shares under certain circumstances in order to meet asset
coverage tests.
COMPARISON OF THE FUNDS
INVESTMENT OBJECTIVE AND POLICIES
The Funds pursue the same investment objective and have similar investment
policies. Each Fund seeks to provide common shareholders with a high level of
current income exempt from federal and Pennsylvania income taxes and, where
possible under local law, local income and personal property taxes, consistent
with preservation of capital. Under normal market conditions, each Fund invests
at least 80% of its assets in Pennsylvania municipal securities.
23
Under normal market conditions, each Fund invests substantially all of its
assets in Pennsylvania municipal securities rated investment grade at the time
of investment. Investment grade rated securities are rated BBB or higher by S&P
or Baa or higher by Moody's (or comparably rated by any other nationally
recognized statistical rating organization) in the case of long-term
obligations, and have equivalent ratings in the case of short-term obligations.
Securities rated BBB by S&P are regarded by S&P as having an adequate capacity
to pay interest and repay principal. Securities rated Baa by Moody's are
considered by Moody's as medium-grade obligations which lack outstanding
investment characteristics and in fact have speculative characteristics as well.
Pennsylvania Quality Municipal Trust and the Acquiring Fund may invest up to
20% of their assets in unrated Pennsylvania municipal securities believed, at
the time of investment, by the Adviser to have credit characteristics equivalent
to, and to be of comparable quality as, Pennsylvania municipal securities that
are rated investment grade.
The foregoing policies with respect to credit quality of portfolio investments
apply only at the time of purchase of a security, and the Funds are not required
to dispose of a security in the event that S&P or Moody's (or any other
nationally recognized statistical rating organization) downgrades its assessment
of the credit characteristics of a particular issuer or, in the case of unrated
securities in which Pennsylvania Quality Municipal Trust and the Acquiring Fund
may invest, in the event the Adviser reassesses its view with respect to the
credit quality of the issuer thereof. In determining whether a Fund will retain
or sell such a security, the Adviser may consider such factors as the Adviser's
assessment of the credit quality of the issuer of such security, the price at
which such security could be sold and the rating, if any, assigned to such
security by other nationally recognized statistical rating organizations.
Each Fund may invest an unlimited portion of its assets in Pennsylvania
municipal securities that pay interest that is subject to the alternative
minimum tax provisions of federal tax law. A substantial portion of the income
produced by each Fund may be taxable under the alternative minimum tax. The
Funds may not be suitable investments for investors who are already subject to
the federal alternative minimum tax or who would become subject to the federal
alternative minimum tax as a result of an investment in the Funds.
Each Fund may engage in certain Strategic Transactions. Such transactions are
not treated as investments in municipal securities for the purpose of each
Fund's policy of investing 80% of its total assets in Pennsylvania municipal
securities.
PENNSYLVANIA MUNICIPAL SECURITIES. Municipal securities are obligations issued
by or on behalf of states, certain territories and possessions of the United
States and the District of Columbia and their political subdivisions, agencies
and instrumentalities,
24
the interest on which is, in the opinion of bond counsel or other counsel to the
issuer of such securities, at the time of issuance, not includable in gross
income for regular federal income tax purposes. Pennsylvania municipal
securities are municipal securities, the interest on which is, in the opinion of
bond counsel or other counsel to the issuer of such securities, at the time of
issuance, exempt from Pennsylvania personal income taxes. Under normal market
conditions, at least 80% of each Fund's net assets are invested in Pennsylvania
municipal securities.
The two principal classifications of municipal securities are "general
obligation" securities and "revenue" securities. "General obligation" securities
are secured by the issuer's pledge of its faith, credit and taxing power for the
payment of principal and interest. "Revenue" securities are usually payable only
from the revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special excise tax or other specific
revenue source. Industrial development bonds are usually revenue securities, the
credit quality of which is normally directly related to the credit standing of
the industrial user involved.
Within these principal classifications of municipal securities, there are a
variety of categories of municipal securities, including fixed and variable rate
securities, municipal bonds, municipal notes, municipal leases, custodial
receipts, participation certificates and municipal securities the terms of which
include elements of, or are similar in effect to, certain Strategic Transactions
in which the Funds may engage. Variable rate securities bear rates of interest
that are adjusted periodically according to formulae intended to reflect market
rates of interest and include securities whose rates vary inversely with changes
in market rates of interest. Municipal notes include tax, revenue and bond
anticipation notes of short maturity, generally less than three years, which are
issued to obtain temporary funds for various public purposes. Municipal leases
are obligations issued by state and local governments or authorities to finance
the acquisition of equipment and facilities. Certain municipal lease obligations
may include "nonappropriation" clauses which provide that the municipality has
no obligation to make lease or installment purchase payments in future years
unless money is appropriated for such purpose on a yearly basis. Advantage
Pennsylvania Municipal Income Trust and Trust for Investment Grade Pennsylvania
Municipals will invest in lease obligations which contain non-appropriation
clauses only if such obligations are rated investment grade at the time of
investment, and Pennsylvania Quality Municipal Trust and the Acquiring Fund may
invest in investment grade non-appropriation lease obligations and in unrated
non-appropriation lease obligations believed, at the time of investment, by the
Adviser to have credit characteristics equivalent to, and to be comparable
quality as, securities rated investment grade. Custodial receipts are
underwritten by securities dealers or banks and evidence ownership of future
interest payments, principal payments or both on certain municipal securities.
Participation certificates are obligations issued by state and local governments
or authorities to finance the acquisition of equipment and facilities. They may
represent participations in a lease,
25
an installment purchase contract, or a conditional sales contract. Municipal
securities may not be backed by the faith, credit and taxing power of the
issuer.
The Funds do not generally invest 25% or more of their respective total assets
in any one industry. Governmental issuers of Pennsylvania municipal securities
are not considered part of any "industry" and are accordingly not subject to
this 25% limitation. However, Pennsylvania municipal securities backed only by
the assets and revenues of non-governmental users may for this purpose be deemed
to be issued by such non-governmental users, and the 25% limitation would apply
to such obligations.
Each Fund may invest up to 15% of its net assets in "inverse floating rate
obligations." Floating rate obligations bear rates of interest that are adjusted
periodically to reflect changes in market rates of interest. Inverse floating
rate obligations have rates that vary inversely with changes in market rates of
interest. These securities have varying degrees of liquidity and the market
value of such securities generally will fluctuate in response to changes in
market rates of interest to a greater extent that the value of an equal
principal amount of a fixed rate security having similar credit quality,
redemption provisions and maturity. These securities tend to underperform the
market for fixed rate bonds in a rising interest rate environment, but tend to
outperform the market for fixed rate bonds when interest rates decline or remain
relatively stable.
The amount of available information about the financial condition of
Pennsylvania municipal securities issuers may be less extensive than that for
corporate issuers with publicly traded securities. Pennsylvania municipal
securities in which the Funds may each invest include special obligation bonds,
lease obligations, participation certificates, variable rate instruments and
Pennsylvania municipal securities the terms of which include elements of, or are
similar in effect to, certain Strategic Transactions in which the Funds may
engage. Certain of these instruments represent relatively recent innovations in
the municipal securities markets. While the markets for such recent innovations
progress through stages of development, such markets may be less liquid than
more fully developed markets for municipal securities. Liquidity relates to the
ability of a Fund to sell a security in a timely manner at a price which
reflects the value of that security. Although it is generally the policy of the
Funds to hold Pennsylvania municipal securities until their maturity, the
relative illiquidity of some of a Fund's portfolio securities may adversely
affect the ability of the Fund to dispose of such securities in a timely manner
and at a fair price.
TEMPORARY DEFENSIVE STRATEGIES. At times, the Adviser may judge that
conditions in the markets for Pennsylvania municipal securities make pursuing a
Fund's basic investment strategy inconsistent with the best interests of its
shareholders. At such times, the Adviser may use alternative strategies,
primarily designed to reduce fluctuations in the value of such Fund's assets. In
implementing these "defensive"
26
strategies, a Fund may invest to a substantial degree in other investment grade
municipal securities, including liquid, high-quality, short-term municipal
securities. If these other municipal securities are not available or, in the
Adviser's judgment, do not afford sufficient protection against adverse market
conditions, each Fund may invest in investment grade taxable securities. To the
extent that a Fund invests in taxable securities for temporary defensive
purposes, that Fund will not be invested in a manner primarily designed to
achieve its investment objective of seeking to provide common shareholders with
a high level of current income exempt from federal and Pennsylvania income taxes
and, where possible under local law, local income and personal property taxes,
consistent with preservation of capital. Additionally, each of Pennsylvania
Quality Municipal Trust and Trust for Investment Grade Pennsylvania Municipals
may generally invest up to 20% of its total assets in taxable obligations if
such investment is determined by the Adviser to be in the best interest of such
Fund, provided, however, that such Fund will not invest in taxable obligations
rated below BBB by S&P or below Baa by Moody's, or if such Fund is Pennsylvania
Quality Municipal Trust, in taxable obligations regarded as comparable in
quality to such rated securities by the Adviser.
OTHER INVESTMENT PRACTICES AND POLICIES
In connection with the investment objective and policies described above, each
Fund may, but is not required to, utilize various other investment strategies as
described below to earn income, to facilitate portfolio management and to
mitigate risk. Such strategies are generally accepted by modern portfolio
managers and are regularly utilized by many investment companies and other
institutional investors. These investment practices entail risks. Although the
Adviser believes that these investment practices may further the Funds'
respective investment objectives, no assurance can be given that these
investment practices will achieve this result.
STRATEGIC TRANSACTIONS. Each Fund may engage in certain Strategic Transactions
to attempt to protect against possible changes in the market value of securities
held in or to be purchased for its portfolio resulting from securities markets
fluctuations, to protect unrealized gains in the value of its portfolio
securities, to facilitate the sale of such securities for investment purposes,
to manage the effective maturity or duration of its portfolio, or to establish a
position in the derivatives markets as a temporary substitute for purchasing or
selling particular securities. Any or all of these investment techniques may be
used at any time and there is no particular strategy that dictates the use of
one technique rather than another, as use of any Strategic Transaction is a
function of numerous variables, including market conditions. The ability of a
Fund to utilize these Strategic Transactions successfully depends on the
Adviser's ability to predict pertinent market movements, which cannot be
assured. Each Fund complies with applicable regulatory requirements when
implementing these strategies, techniques and instruments.
27
Pennsylvania Quality Municipal Trust and Trust for Investment Grade
Pennsylvania Municipals each have certain limits on their use of Strategic
Transactions as follows: In general, each such Fund may purchase and sell
(write) options on up to 20% of its assets. Each such Fund will only engage in
over-the-counter options ("OTC options") transactions with respect to U.S.
government securities with primary dealers that have been specifically approved
by the Board of Trustees of such Fund. Such Funds will engage in OTC options
transactions with respect to municipal securities only with dealers that have
been specifically approved by the Board of Trustees. Neither such Fund will
engage in interest rate hedging transactions for speculative purposes, but only
as a means to hedge risks associated with management of the respective Fund's
portfolio. Similarly, neither such Fund will engage in transactions in financial
futures contracts or options thereon for speculation, but only to attempt to
hedge against changes in market conditions affecting the values of securities
which such Fund holds or intends to purchase. When futures contracts or options
thereon are purchased to protect against a price increase on securities intended
to be purchased later, it is anticipated that at least 75% of such intended
purchases will be completed. When other futures contracts or options thereon are
purchased, the underlying value of such contracts will at all times not exceed
the sum of: (1) accrued profit on such contracts held by the broker, (2) cash or
high quality money market instruments set aside in an identifiable manner, and
(3) cash proceeds from investments due in 30 days. Such Funds will not sell
interest rate caps or floors that such Fund does not own. Such Funds will not
enter into swaps, caps or floors if, on a net basis, the aggregate notional
principal amount with respect to such agreements exceeds the net assets of such
Fund.
The Acquiring Fund and Advantage Pennsylvania Municipal Income Trust each have
certain limits on their use of Strategic Transactions as follows: Strategic
Transactions involving financial futures and options thereon will be purchased,
sold or entered into by the such Funds only for bona fide hedging, risk
management or portfolio management purposes and not for speculative purposes.
Such Funds may use Strategic Transactions, other than Strategic Transactions
involving financial futures and options thereon, to enhance potential gain
although no more than 5% of such Fund's assets will be committed to such
Strategic Transactions for non-hedging purposes. Such Funds will only enter into
over-the-counter options ("OTC options") that have a buy-back provision
permitting the Fund to require the counterparty to buy back the option at a
formula price within seven days. Such Funds will engage in OTC option
transactions only with United States government securities dealers recognized by
the Federal Reserve Bank in New York as "primary dealers", broker dealers,
domestic or foreign banks or other financial institutions which have received a
short-term credit rating of A-1 from S&P or P-1 from Moody's or any equivalent
rating from any other nationally recognized statistical rating organization
("NRSRO"). All calls sold by such Funds must be "covered" or meet asset
segregation requirements as long as the call is outstanding (i.e., such
28
Funds must own the securities or futures contract subject to the call). Such
Funds will not sell put options if, as a result, more than 50% of such Fund's
assets would be required to be segregated to cover its potential obligations
under its hedging, duration management, risk management, and other Strategic
Transactions other than those with respect to futures and options thereon. Each
of such Funds intends to use interest rate and index swaps and the purchase or
sale of related caps, floors and collars as hedges and not as speculative
investments and will not sell interest rate caps or floors where it does not own
securities or other instruments providing the income stream the such Fund may be
obligated to pay. Such Funds will not enter into any swap, cap, floor or collar
transaction unless, at the time of entering into such transaction, the unsecured
long-term debt of the counterparty, combined with any credit enhancements, is
rated at least A by S&P or Moody's or has an equivalent rating from an NRSRO or
is determined to be of equivalent credit quality by the Adviser.
Strategic Transactions have risks associated with them, including possible
default by the other party to the transaction, liquidity and, to the extent the
Adviser's view as to certain market movements is incorrect, the risk that the
use of such Strategic Transactions could result in losses greater than if they
had not been used. Use of put and call options may result in losses to a Fund,
force the sale of portfolio securities at inopportune times or for prices other
than at current market values, limit the amount of appreciation a Fund can
realize on its investments or cause a Fund to hold a security it might otherwise
sell. The use of options and futures transactions entails certain other risks.
In particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of a
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of the Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction without incurring substantial
losses, if at all. Although the contemplated use of these futures contracts and
options thereon should tend to minimize the risk of loss due to a decline in the
value of the hedged position, at the same time they tend to limit any potential
gain which might result from an increase in value of such position. Finally, the
daily variation margin requirements for futures contracts and the sale of
options thereon would create, a greater ongoing potential financial risk than
would purchases of options, where the exposure is limited to the cost of the
initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized. Income earned or gains realized or deemed to
be earned or realized, if any, by a Fund from engaging in Strategic Transactions
generally will be taxable income of the Fund. Such income is allocated to both
the common shares and the preferred shares of a Fund on a pro rata basis.
29
"WHEN-ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. Each Fund may also purchase
and sell municipal securities on a "when-issued" and "delayed delivery" basis.
No income accrues to a Fund on municipal securities in connection with such
transactions prior to the date such Fund actually takes delivery of such
securities. These transactions are subject to market fluctuation; the value of
the municipal securities at delivery may be more or less than their purchase
price, and yields generally available on municipal securities when delivery
occurs may be higher than yields on the municipal securities obtained pursuant
to such transactions. Because a Fund engaging in such transactions relies on the
buyer or seller, as the case may be, to consummate the transaction, failure by
the other party to complete the transaction may result in such Fund missing the
opportunity of obtaining a price or yield considered to be advantageous. When a
Fund is the buyer in such a transaction, however, it will maintain, in a
segregated account with its custodian, cash or liquid portfolio securities
having an aggregate value equal to the amount of such purchase commitments until
payment is made. A Fund will make commitments to purchase municipal securities
on such basis only with the intention of actually acquiring these securities,
but a Fund may sell such securities prior to the settlement date if such sale is
considered to be advisable. To the extent a Fund engages in "when-issued" and
"delayed delivery" transactions, it will do so for the purpose of acquiring
securities for a Fund's portfolio consistent with a Fund's investment objective
and policies and not for the purpose of investment leverage. No specific
limitation exists as to the percentage of a Fund's assets which may be used to
acquire securities on a "when-issued" or "delayed delivery" basis.
INVESTMENT RESTRICTIONS
Each Fund's investment objective, each Fund's investment policy with respect
to investing at least 80% of its assets in Pennsylvania municipal securities and
the following investment restrictions are fundamental and cannot be changed
without the approval of the holders of a majority of the Fund's outstanding
voting securities (defined in the 1940 Act as the lesser of (i) more than 50% of
the Fund's outstanding common shares and of its outstanding preferred shares,
voting by class, or (ii) 67% of such outstanding common shares and preferred
shares, voting by class, present at a meeting at which the holders of more than
50% of the outstanding shares of each such class are present in person or by
proxy). All other investment policies or practices are considered by the Funds
not to be fundamental and accordingly may be changed without shareholder
approval. If a percentage restriction on investment or use of assets set forth
below is adhered to at the time a transaction is effected, later changes in
percentage resulting from changing market values will not be considered a
deviation from policy. With respect to the limitations on borrowings, the
percentage limitations apply at the time of purchase and on an ongoing basis.
30
The Funds may not:
1. Invest more than 25% of their assets in a single industry; however, the
Funds may from time to time invest more than 25% of their assets in a
particular segment of the municipal securities market.
2. Issue senior securities, as defined in the 1940 Act, other than preferred
shares of beneficial interest, except to the extent such issuance might be
involved with borrowings described under subparagraph (3) below or with
respect to Strategic Transactions (if such Fund is Advantage Pennsylvania
Municipal Income Trust or the Acquiring Fund) or with respect to hedging
and risk management transactions or the writing of options (if such Fund
is Pennsylvania Quality Municipal Trust or Trust for Investment Grade
Pennsylvania Municipals).
3. Borrow money, except for temporary or emergency purposes from banks or for
repurchase of its shares, and then only in an amount not exceeding
one-third of a Fund's total assets, including the amount borrowed. The
Funds will not mortgage, pledge or hypothecate any assets except in
connection with a borrowing or, with respect to Advantage Pennsylvania
Municipal Income Trust and the Acquiring Fund only, a Strategic
Transaction. The Funds will not purchase portfolio securities during any
period in which such borrowings exceed 5% of the total asset value of a
Fund. Notwithstanding this investment restriction, the Funds may enter
into "when-issued" and "delayed delivery" transactions.
4. Make loans of money or property to any person, except to the extent the
securities in which the Funds may invest are considered to be loans and
except that the Funds may lend money or property in connection with
maintenance of the value of or a Fund's interest with respect to the
securities owned by such Fund.
5. Buy any securities "on margin." Neither the deposit of initial or
variation margin in connection with Strategic Transactions (if such Fund
is Advantage Pennsylvania Municipal Income Trust or the Acquiring Fund) or
in connection with hedging and risk management transactions (if such Fund
is Pennsylvania Quality Municipal Trust or Trust for Investment Grade
Pennsylvania Municipals) nor short-term credits as may be necessary for
the clearance of transactions is considered the purchase of a security on
margin.
6. Sell any securities "short," write, purchase or sell puts, calls or
combinations thereof, or purchase or sell futures or options, except in
connection with Strategic Transactions.
31
7. Act as an underwriter of securities, except to the extent the Funds may be
deemed to be underwriters in connection with the sale of securities held
in their portfolios.
8. Make investments for the purpose of exercising control or participation in
management, except to the extent that exercise by the Funds of their
rights under agreements related to municipal securities would be deemed to
constitute such control or participation and except to the extent
permitted by (i) the 1940 Act, as amended from time to time, (ii) the
rules and regulations promulgated by the Securities and Exchange
Commission under the 1940 Act, as amended from time to time, or (iii) an
exemption or other relief from the provisions of the 1940 Act.
9. Invest in securities of other investment companies except as part of a
merger, consolidation or other acquisition and except to the extent
permitted by (i) the 1940 Act, as amended from time to time, (ii) the
rules and regulations promulgated by the Securities and Exchange
Commission under the 1940 Act, as amended from time to time, or (iii) an
exemption or other relief from the provisions of the 1940 Act.
10. Invest in equity interests in oil, gas or other mineral exploration or
development programs except pursuant to the exercise by the Funds of their
rights under agreements relating to municipal securities.
11. Purchase or sell real estate, commodities or commodity contracts, except
to the extent the municipal securities in which the Funds may invest are
considered to be interests in real estate and except to the extent that
the Strategic Transactions in which the Funds may engage, (if such Fund is
Advantage Pennsylvania Municipal Income Trust or the Acquiring Fund) and
except to the extent that financial futures and related options the Funds
may invest in (if such Fund is Pennsylvania Quality Municipal Trust or
Trust for Investment Grade Pennsylvania Municipals) are considered to be
commodities or commodities contracts.
As a matter of operating policy, each Fund will not invest 25% or more of its
assets in a single industry; however, each Fund may from time to time invest 25%
or more of its assets in a particular segment of the municipal securities
market.
MANAGEMENT OF THE FUNDS
THE BOARDS. The Board of each Fund is responsible for the overall supervision
of the operations of its respective Fund and performs the various duties imposed
on trustees of investment companies by the 1940 Act and under applicable state
law.
THE ADVISER. The investment adviser for each Fund is Van Kampen Asset
Management. The Adviser is a wholly owned subsidiary of Van Kampen Invest-
32
ments Inc. ("Van Kampen Investments"). Van Kampen Investments is a diversified
asset management company that administers more than three million retail
investor accounts, has extensive capabilities for managing institutional
portfolios and has more than $98 billion under management or supervision as of
April 30, 2005. Van Kampen Investments is an indirect wholly owned subsidiary of
Morgan Stanley, a preeminent global financial services firm that maintains
leading market positions in each of its three primary businesses: securities,
asset management and credit services. Morgan Stanley is a full service
securities firm engaged in securities trading and brokerage activities,
investment banking, research and analysis, financing and financial advisory
services. The principal business address of the Adviser and Van Kampen
Investments is 1221 Avenue of the Americas, New York, New York 10020.
Pursuant to separate investment advisory agreements between each Fund and the
Adviser, each Fund pays the Adviser a monthly fee at the annual rate of 0.55% of
such Fund's average daily net assets, including assets attributable to its
preferred shares. Effective November 1, 2004, the investment advisory fee paid
by each Fund was reduced from 0.60% to 0.55%. Subsequent to the Reorganizations,
the Adviser will continue to receive compensation at the rate of 0.55% of the
average daily net assets, including assets attributable to preferred shares, of
the combined fund. Because the fees paid to the Adviser are calculated on net
assets, including assets attributable to preferred shares, the fees earned by
the Adviser will be higher when preferred shares are outstanding.
Under a separate accounting services and legal services agreement, the Adviser
(or its affiliate) provides accounting and legal services to each Fund. The
Adviser (or its affiliate) allocates the cost of such services to each Fund.
PORTFOLIO MANAGEMENT. Each Fund's portfolio is managed by the Adviser's
Municipal Fixed Income team. The team is made up of established investment
professionals. Current members of the team include Dennis Pietrzak, Executive
Director; Robert Wimmel, Vice President; and John R. Reynoldson, Executive
Director.
Mr. Pietrzak has worked for the Adviser since 1995 and began managing the
Funds in . Mr. Wimmel has worked for the Adviser since 1996 and began
managing the Funds in . Mr. Reynoldson has worked for the Adviser since 1987
and began managing the Funds in . Prior to 2001, Messrs. Wimmel and
Reynoldson worked in an investment management capacity for the Adviser.
Mr. [ ] is the lead portfolio manager of each Fund. Mssrs.
and are co-portfolio managers of each fund. All team members are
responsible for the day-to-day management of each Fund and for the execution of
the overall strategy of each Fund.
The Reorganization Statement of Additional Information provides additional
information about the portfolio managers' compensation, other accounts managed
33
by the portfolio managers and the portfolio managers' ownership of securities in
the Acquiring Fund.
PORTFOLIO TRANSACTIONS WITH AFFILIATES. The Adviser may place portfolio
transactions, to the extent permitted by law, with brokerage firms affiliated
with the Funds and the Adviser, if it reasonably believes that the quality of
execution and the commission are comparable to that available from other
qualified firms.
LEGAL PROCEEDINGS INVOLVING THE ADVISER. The Adviser, certain affiliates of
the Adviser, and certain investment companies advised by the Adviser or its
affiliates were named as defendants in a number of similar class action
complaints which were consolidated. The amended complaint also names as
defendants certain individual trustees and directors of certain investment
companies advised by affiliates of the Adviser; the complaint does not, however,
name the individual trustees of any Van Kampen funds. The complaint generally
alleges that defendants violated their statutory disclosure obligations and
fiduciary duties by failing properly to disclose (i) that the Adviser and
certain affiliates of the Adviser allegedly offered economic incentives to
brokers and others to steer investors to the funds advised by the Adviser or its
affiliates rather than funds managed by other companies, and (ii) that the funds
advised by the Adviser or its affiliates allegedly paid excessive commissions to
brokers in return for their alleged efforts to steer investors to these funds.
The complaint seeks, among other things, unspecified compensatory damages,
rescissionary damages, fees and costs. The defendants' motion to dismiss this
action is pending. After defendants moved to dismiss, the plaintiffs filed a
motion for leave to amend the complaint, which is also pending. The proposed
amendment drops all claims against the named investment companies, which are
listed only as nominal defendants. The proposed amendment raises similar claims
against the Adviser and its affiliates with respect to the investment companies
advised by the Adviser or its affiliates, and, in addition, alleges that
affiliates of the Adviser received undisclosed compensation for steering
investors into thirteen non-affiliated fund families. The defendants intend to
continue to defend this action vigorously. While the defendants believe that
they have meritorious defenses, the ultimate outcome of this matter is not
presently determinable at this early stage of litigation.
The Adviser and certain affiliates of the Adviser are also named as defendants
in a derivative suit which additionally names as defendants individual trustees
of certain Van Kampen funds; the named investment companies are listed as
nominal defendants. The complaint alleges that defendants caused the Van Kampen
funds to pay economic incentives to a proprietary sales force to promote the
sale of Van Kampen funds. The complaint also alleges that the Van Kampen funds
paid excessive commissions to Morgan Stanley and its affiliates in connection
with the sales of the funds. The complaint seeks, among other things, the
removal of the current trustees of the funds, rescission of the management
contracts for the funds, disgorgement of profits by Morgan Stanley and its
affiliates and monetary damages. This complaint
34
has been coordinated with the action described in the preceding paragraph. The
defendants have moved to dismiss this action and otherwise intend to defend it
vigorously. This action is currently stayed until the later of (i) a ruling on
the motion to dismiss the action described in the preceding paragraph or (ii) a
ruling on a motion to dismiss the action described in the next paragraph. While
the defendants believe that they have meritorious defenses, the ultimate outcome
of this matter is not presently determinable at this early stage of litigation.
The plaintiff in the action described in the preceding paragraph filed a
separate derivative action against the Adviser, certain affiliates of the
Adviser, the individual trustees of certain Van Kampen funds, and certain
unaffiliated entities. The named investment companies are listed as nominal
defendants. The complaint alleges that certain unaffiliated entities engaged in
or facilitated market timing and late trading in the Van Kampen funds, and that
the Adviser, certain affiliates of the Adviser, and the trustees failed to
prevent and/or detect such market timing and late trading. The complaint seeks,
among other things, the removal of the current trustees of the funds, rescission
of the management contracts and distribution plans for the funds, disgorgement
of fees and profits from the Adviser and its affiliates, and monetary damages.
The defendants' motion to dismiss this action is pending. While the defendants
believe that they have meritorious defenses, the ultimate outcome of this matter
is not presently determinable at this early stage of litigation.
The Adviser and the individual trustees of certain Van Kampen funds are named
as defendants in a recently filed class action complaint that alleges the
defendants breached various fiduciary and statutory duties to investors by
failing to ensure that the funds participated in securities class action
settlements involving securities held in the funds' portfolios. The complaint
seeks, among other things, compensatory and punitive damages. None of the funds
are named as defendants, and no claims are asserted against them. Each of the
defendants have moved or will move to dismiss the complaint and believes that
they have meritorious defenses.
The Adviser, one of the investment companies advised by the Adviser, and
certain officers and directors of the investment company are defendants in a
class action filed in 2001 alleging that the defendants issued a series of
prospectuses and registration statements that were materially false and
misleading. Among other things, the complaint alleges that the prospectuses and
registration statements contained misleading descriptions of the method
defendants used to value senior loan interests in the fund's portfolio, and that
defendants materially overstated the net asset value of the fund. The parties
recently reached an agreement to settle the case. The court preliminarily
approved the settlement agreement in June 2005, subject to a later hearing on
the fairness of the settlement agreement.
35
OTHER SERVICE PROVIDERS
CUSTODIAN, TRANSFER AGENT, AUCTION AGENT AND DIVIDEND PAYING AGENT. State
Street Bank and Trust Company, 225 West Franklin Street, Boston, Massachusetts
02110, is the custodian for each of the Funds. EquiServe Trust Company, N.A.,
250 Royall Street, Canton, Massachusetts 02021, is the transfer agent and
dividend disbursing agent for the common shares of each Fund. Deutsche Bank
Trust Company Americas ("Deutsche Bank"), 280 Park Avenue, New York, New York
10017, is the auction agent and dividend paying agent for the preferred shares
of each Fund.
CAPITALIZATION
The Board of Trustees of each Fund may authorize separate classes of shares
together with such designation of preferences, rights, voting powers,
restrictions, limitations, qualifications or terms as may be determined from
time to time by the trustees. The following table sets forth the capitalization
of the Target Funds and the Acquiring Fund as of January 31, 2005, and the pro
forma capitalization of the combined fund as if the Reorganizations had occurred
on that date.
36
CAPITALIZATION AS OF JANUARY 31, 2005 (UNAUDITED)
ACTUAL PRO FORMA
--------------------------------------------------------- ------------
VAN KAMPEN VAN KAMPEN VAN KAMPEN VAN KAMPEN
ADVANTAGE VAN KAMPEN TRUST FOR PENNSYLVANIA PENNSYLVANIA
PENNSYLVANIA PENNSYLVANIA INVESTMENT VALUE VALUE
MUNICIPAL QUALITY GRADE MUNICIPAL MUNICIPAL
INCOME MUNICIPAL PENNSYLVANIA INCOME INCOME
TRUST TRUST MUNICIPALS TRUST TRUST
------------ ------------ ------------ ------------ ------------
NET ASSETS CONSIST OF
(AMOUNTS IN
THOUSANDS):
Common Shares
($.01 par
value)*........... $ 44 $ 83 $ 74 $ 45 $ 252
Paid in surplus..... 64,233 122,587 109,598 64,699 360,524
Net unrealized
appreciation...... 9,321 15,953 13,832 8,344 47,449
Accumulated
undistributed net
investment
income............ 310 628 2,653 511 4,102
Accumulated net
realized gain
(loss)............ 826 616 758 184 2,385
NET ASSETS
APPLICABLE TO
COMMON SHARES..... 74,734 139,867 126,915 73,783 414,712**
PREFERRED SHARES
($.01 par value,
each with
liquidation
preference of
$25,000)*........... 40,000 65,000 70,000 45,000 220,000
NET ASSETS INCLUDING
PREFERRED
SHARES............ 114,734 204,867 196,915 118,783 634,712
NET ASSET VALUE PER
COMMON SHARE........ 17.11 16.92 17.08 16.48 16.43
---------------
* Based on the number of outstanding shares listed in "Outstanding Securities
of the Funds" table below.
** Reflects a non-recurring cost associated with the Reorganizations of
approximately $587,000, with $167,400 to be borne by common shareholders of
Advantage Pennsylvania Municipal Income Trust, $62,600 to be borne by common
shareholders of Pennsylvania Quality Municipal Trust, $142,100 to be borne by
common shareholders of Trust for Investment Grade Pennsylvania Municipals and
$214,900 to be borne by common shareholders of the Acquiring Fund, assuming
each of these Reorganizations is approved and completed.
37
OUTSTANDING SECURITIES OF THE FUNDS
AS OF JANUARY 31, 2005
AMOUNT
OUTSTANDING
AMOUNT HELD EXCLUSIVE OF
BY FUND FOR AMOUNT SHOWN
AMOUNT ITS OWN IN PREVIOUS
TITLE OF CLASS AUTHORIZED ACCOUNT COLUMN
-------------- ---------- ----------- ------------
VAN KAMPEN ADVANTAGE PENNSYLVANIA
MUNICIPAL INCOME TRUST
Common Shares................... Unlimited 0 4,368,552
Preferred Shares................ 100,000,000 0 1,600
VAN KAMPEN PENNSYLVANIA QUALITY
MUNICIPAL TRUST
Common Shares................... Unlimited 0 8,268,008
Preferred Shares................ 100,000,000 0 2,600
VAN KAMPEN TRUST FOR INVESTMENT
GRADE PENNSYLVANIA MUNICIPALS
Common Shares................... Unlimited 0 7,432,384
Preferred Shares................ 100,000,000 0 2,800
VAN KAMPEN PENNSYLVANIA VALUE
MUNICIPAL INCOME TRUST
Common Shares................... Unlimited 0 4,476,965
Preferred Shares................ 100,000,000 0 1,800
ADDITIONAL INFORMATION ABOUT COMMON SHARES OF THE FUNDS
GENERAL. Common shareholders of a Fund are entitled to share equally in
dividends declared by the Fund's Board of Trustees payable to holders of the
common shares and in the net assets of the Fund available for distribution to
holders of the common shares after payment of the preferential amounts payable
to preferred shareholders. Common shareholders do not have preemptive or
conversion rights and a Fund's common shares are not redeemable. The outstanding
common shares of each Fund are fully paid and nonassessable (except as described
under "Governing Law" below). So long as any preferred shares of a Fund are
outstanding, holders of the Fund's common shares will not be entitled to receive
any dividends or other distributions from the Fund unless all accumulated
dividends on the Fund's outstanding preferred shares have been paid, and unless
asset coverage (as defined in the 1940 Act) with respect to such preferred
shares would be at least 200% after giving effect to such distributions.
PURCHASE AND SALE. Purchase and sale procedures for the common shares of each
of the Funds are identical. Investors typically purchase and sell common shares
of
38
the Funds through a registered broker-dealer on the NYSE or CHX, thereby
incurring a brokerage commission set by the broker-dealer. Alternatively,
investors may purchase or sell common shares of the Funds through privately
negotiated transactions with existing shareholders.
COMMON SHARE PRICE DATA. The following table sets forth the high and low sales
prices for common shares of each Fund on the NYSE, for each full quarterly
period within each Fund's two most recent fiscal years and for each full fiscal
quarter of the current fiscal year, along with the net asset value and discount
or premium to net asset value for each quotation.
ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST
HIGH NET ASSET PREMIUM LOW NET ASSET PREMIUM
QUARTERLY PERIOD ENDING PRICE VALUE (DISCOUNT) PRICE VALUE (DISCOUNT)
----------------------- ----- --------- ---------- ----- --------- ----------
April 30, 2005.......... $15.40 $17.31 -11.03% $14.04 $16.50 -14.91%
January 31, 2005........ $15.78 $17.13 -7.88% $14.80 $16.78 -11.80%
October 31, 2004........ $15.93 $17.21 -7.44% $15.03 $16.76 -10.32%
July 31, 2004........... $14.98 $16.57 -9.60% $13.85 $15.89 -12.84%
April 30, 2004.......... $17.30 $17.36 -0.35% $14.60 $16.43 -11.14%
January 31, 2004........ $16.84 $17.13 -1.69% $15.97 $16.94 -5.73%
October 31, 2003........ $16.35 $17.10 -4.39% $15.45 $16.66 -7.26%
July 31, 2003........... $17.68 $17.63 0.28% $16.32 $16.54 -1.33%
April 30, 2003.......... $17.38 $17.17 1.22% $16.65 $17.12 -2.75%
January 31, 2003........ $16.95 $17.15 -1.17% $15.70 $17.03 -7.81%
PENNSYLVANIA QUALITY MUNICIPAL TRUST
HIGH NET ASSET PREMIUM LOW NET ASSET PREMIUM
QUARTERLY PERIOD ENDING PRICE VALUE (DISCOUNT) PRICE VALUE (DISCOUNT)
----------------------- ----- --------- ---------- ----- --------- ----------
April 30, 2005.......... $15.75 $17.05 -7.62% $14.25 $16.39 -13.06%
January 31, 2005........ $15.65 $16.82 -6.96% $14.64 $16.60 -11.81%
October 31, 2004........ $15.80 $16.88 -6.40% $14.93 $16.31 -8.46%
July 31, 2004........... $15.06 $16.31 -7.66% $13.97 $15.76 -11.36%
April 30, 2004.......... $17.10 $16.77 1.97% $14.49 $16.18 -10.44%
January 31, 2004........ $17.41 $16.94 2.77% $15.96 $16.90 -5.56%
October 31, 2003........ $16.09 $16.33 -1.47% $15.12 $16.38 -7.69%
July 31, 2003........... $17.29 $17.22 0.41% $15.95 $16.49 -3.27%
April 30, 2003.......... $16.81 $17.15 -1.98% $16.00 $16.75 -4.48%
January 31, 2003........ $16.80 $16.74 0.36% $15.83 $16.70 -5.21%
39
TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS
HIGH NET ASSET PREMIUM LOW NET ASSET PREMIUM
QUARTERLY PERIOD ENDING PRICE VALUE (DISCOUNT) PRICE VALUE (DISCOUNT)
----------------------- ----- --------- ---------- ----- --------- ----------
April 30, 2005.......... $15.50 $17.27 -10.25% $14.13 $16.47 -14.21%
January 31, 2005........ $15.96 $17.31 -7.80% $14.66 $16.80 -12.74%
October 31, 2004........ $15.92 $17.36 -8.29% $14.86 $16.82 -11.65%
July 31, 2004........... $14.98 $16.77 -10.67% $13.74 $16.04 -14.34%
April 30, 2004.......... $17.07 $17.55 -2.74% $14.38 $16.61 -13.43%
January 31, 2004........ $16.72 $17.44 -4.13% $15.76 $17.20 -8.37%
October 31, 2003........ $16.36 $17.26 -5.21% $15.35 $16.77 -8.47%
July 31, 2003........... $17.48 $18.34 -4.69% $15.80 $16.64 -5.05%
April 30, 2003.......... $17.30 $17.31 -0.06% $16.51 $17.38 -5.01%
January 31, 2003........ $16.98 $17.14 -0.93% $16.11 $17.22 -6.45%
ACQUIRING FUND
HIGH NET ASSET PREMIUM LOW NET ASSET PREMIUM
QUARTERLY PERIOD ENDING PRICE VALUE (DISCOUNT) PRICE VALUE (DISCOUNT)
----------------------- ----- --------- ---------- ----- --------- ----------
April 30, 2005.......... $16.20 $16.71 -3.05% $14.44 $15.86 -8.95%
January 31, 2005........ $16.35 $16.13 1.36% $14.83 $16.20 -8.46%
October 31, 2004........ $16.05 $16.33 -1.71% $15.07 $15.89 -5.16%
July 31, 2004........... $15.00 $15.92 -5.78% $13.85 $15.31 -9.54%
April 30, 2004.......... $17.16 $16.40 4.63% $14.55 $15.78 -7.79%
January 31, 2004........ $17.15 $16.60 3.31% $15.95 $16.23 -1.73%
October 31, 2003........ $16.05 $16.20 -0.93% $15.00 $15.74 -4.70%
July 31, 2003........... $17.25 $17.16 0.52% $15.65 $15.66 -0.06%
April 30, 2003.......... $16.05 $16.30 -1.53% $15.44 $16.44 -6.08%
January 31, 2003........ $15.98 $16.09 -0.68% $15.18 $16.26 -6.64%
As of [ ], 2005, (i) the net asset value per share for common shares
of Advantage Pennsylvania Municipal Income Trust was $[ ] and the market
price per share was $[ ], representing a [premium/discount] to net asset
value of [ ]%, (ii) the net asset value per share for common shares of
Pennsylvania Quality Municipal Trust was $[ ] and the market price per
share was $[ ], representing a [premium/discount] to net asset value of
[ ]%, (iii) the net asset value per share for common shares of Trust for
Investment Grade Pennsylvania Municipals was $[ ] and the market price
per share was $[ ], representing a [premium/discount] to net asset value
of [ ]%, and (iv) the net asset value per share for Acquiring Fund Common
Shares was $[ ] and the market price per share was $[ ],
representing a [premium/discount] to net asset value of [ ]%.
40
Common shares of each of the Funds have historically traded [at both a premium
and a discount to net asset value.] In order to reduce or eliminate a market
value discount from net asset value, the Board of Trustees of each Fund may,
subject to the terms and conditions of its preferred shares, authorize that Fund
from time to time to repurchase the common shares in the open market or to
tender for the common shares at net asset value. The Board of Trustees of each
Fund, in consultation with the Adviser, will review on a quarterly basis the
possibility of open market repurchases and/or tender offers for the common
shares. Subject to its borrowing restrictions, each Fund may incur debt to
finance such repurchases, which entails risks. The ability of a Fund to enter
into tender offers and the common share repurchases may be limited by the 1940
Act asset coverage requirements and any additional asset coverage requirements
which may be imposed by a rating agency in connection with any rating of the
preferred shares. No assurance can be given that the Board of Trustees of any
Fund will, in fact, authorize that Fund to undertake such repurchases and/or
tender offers or that, if undertaken, such actions would result in the common
shares trading at a price which is equal or close to net asset value.
DIVIDENDS AND DISTRIBUTIONS. The Funds' current policies with respect to
dividends and distributions relating to their common shares are similar. It is
each Fund's present policy, which may be changed by its Board of Trustees, to
make monthly distributions to holders of its common shares of substantially all
of a Fund's net investment income remaining after the payment of dividends on
any outstanding preferred shares. Net income of each Fund consists of all
interest income accrued on portfolio assets less all expenses of such Fund. Each
Fund, including the Acquiring Fund, is required to allocate net capital gains
and other taxable income, if any, received by the Fund among its common shares
and preferred shares on a pro rata basis in the year for which such capital
gains and other income is realized.
Expenses of each Fund are accrued each day. Net realized capital gains, if
any, are expected to be distributed to shareholders at least once a year. While
there are any preferred shares of a Fund outstanding, such Fund may not declare
any cash dividend or other distribution on their common shares, unless at the
time of such declaration, (1) all accrued preferred share dividends have been
paid and (2) the value of such Fund's total assets (determined after deducting
the amount of such dividend or other distribution), less all liabilities and
indebtedness of such Fund, is at least 200% (as required by the 1940 Act) of the
liquidation value of the outstanding preferred shares (expected to equal the
aggregate original purchase price of the outstanding preferred shares plus any
accrued and unpaid dividends thereon, whether or not earned or declared an on a
cumulative basis). In addition to the requirements of the 1940 Act, each Fund
may be required to comply with other asset coverage requirements as a condition
of a Fund obtaining a rating of its preferred shares from a nationally
recognized rating service. These requirements may include an asset coverage test
more stringent than under the 1940 Act. This
41
limitation on a Fund's ability to make distributions on its common shares could
in certain circumstances impair the ability of a Fund to maintain its
qualification for taxation as a regulated investment company. Each Fund intends,
however, to the extent possible, to purchase or redeem preferred shares from
time to time to maintain compliance with such asset coverage requirements and
may pay special dividends to the holders of the preferred shares in certain
circumstances in connection with any such impairment of such Fund's status as a
regulated investment company.
For information concerning the manner in which dividends and distributions to
holders of a Fund's common shares may be reinvested automatically in such Fund's
common shares, see "-- Dividend Reinvestment Plan" below.
DIVIDEND REINVESTMENT PLAN. Each Fund offers a Dividend Reinvestment Plan
(each a "Plan" and collectively the "Plans") pursuant to which holders of common
shares may elect to have all distributions of dividends and all capital gains
automatically reinvested in common shares pursuant to such Plan. Unless common
shareholders elect to participate in a Plan, all common shareholders receive
distributions of dividends and capital gains in cash. The Plans for the Target
Funds and the Acquiring Fund are similar. EquiServe Trust Company, N.A., as plan
agent (the "Plan Agent"), serves as agent for the holders of common shares of
each Fund in administering the Plans.
After the Reorganizations, a holder of shares of a Fund who currently elects
to receive dividends in cash will continue to receive dividends in cash; all
holders who currently elect to participate in the Plan of a Fund will have their
dividends automatically reinvested in shares of the combined fund. All
correspondence concerning the Plan should be directed to the Plan Agent at P.O.
Box 43011, Providence, Rhode Island 02940-3011. Telephone calls concerning the
Plan may be directed to the Plan Agent between the hours of 7:30 a.m. and 5:00
p.m. Central Standard Time at (800) 341-2929.
ADDITIONAL INFORMATION ABOUT PREFERRED SHARES OF THE FUNDS
GENERAL. The preferred shares of each Fund are labeled "auction preferred
shares" ("APS"). APS are preferred shares of beneficial interest which entitle
their holders to receive dividends when, as and if declared by the Board of
Trustees of a Fund, out of funds legally available therefore, at a rate per
annum that may vary for the successive dividend periods. The liquidation
preference of each Fund's APS is $25,000 per share. APS are not traded on a
stock exchange or over-the-counter. Holders of a Fund's preferred shares do not
have preemptive rights to purchase any shares of the same series or any other
preferred shares that might be issued. The net asset value per share of a Fund's
preferred shares equals its liquidation preference plus accumulated but unpaid
dividends per share.
42
SERIES. Under the 1940 Act, each Fund is permitted to have outstanding more
than one series of preferred shares as long as no single series has priority
over another series as to the distribution of assets of the Fund or the payment
of dividends. Each Fund currently has only one series of preferred shares
outstanding. If the Reorganizations are approved and completed, the combined
fund will have four series. The existing series of Acquiring Fund APS will
comprise Series A, and the Acquiring Fund will issue Series B APS in exchange
for the preferred shares of Advantage Pennsylvania Municipal Income Trust,
Series C APS in exchange for the preferred shares of Pennsylvania Quality
Municipal Trust and Series D APS in exchange for the preferred shares of Trust
for Investment Grade Pennsylvania Municipals. The aggregate liquidation
preference of each new series will equal the aggregate liquidation preference of
the existing shares that the respective new series replaces. The number of days
in the regular dividend period for each series, the number of shares in each
series and the liquidation preference per share will be the same as the existing
preferred shares.
PURCHASE AND SALE. Each Fund's APS are purchased and sold at separate auctions
conducted on a regular basis (every 7 days for Pennsylvania Value Municipal
Income Trust's APS and every 28 days for the APS of Advantage Pennsylvania
Municipal Income Trust, Pennsylvania Quality Municipal Trust and Trust for
Investment Grade Pennsylvania Municipals, unless the applicable Fund elects to
declare a special dividend period) by Deutsche Bank, as the auction agent for
each Fund's APS (the "Auction Agent"). Unless otherwise permitted by the Funds,
existing and potential holders of APS only may participate in auctions through
their broker-dealers. Broker-dealers submit the orders of their respective
customers who are existing and potential holders of APS to the Auction Agent. On
or prior to each auction date for the APS (the business day next preceding the
first day of each dividend period), each holder may submit orders to buy, sell
or hold APS to its broker-dealer. Outside of these auctions, shares of APS may
be purchased or sold through broker-dealers for the APS in a secondary trading
market maintained by the broker-dealers. However, there can be no assurance that
a secondary market will develop or, if it does develop, that it will provide
holders with a liquid trading market.
DIVIDENDS AND DISTRIBUTIONS. The holders of each Fund's preferred shares are
entitled to receive, when, as and if declared by the Board of Trustees of the
Fund, out of funds legally available therefor, cumulative cash dividends on
their shares. Dividends on each Fund's preferred shares so declared and payable
shall be paid in preference to and in priority over any dividends so declared
and payable on the Fund's common shares.
Prior to each dividend payment date, the Funds are required to deposit with
the Auction Agent sufficient funds for the payment of such declared dividends.
The Funds do not intend to establish any reserves for the payment of dividends,
and no
43
interest will be payable in respect of any dividend payment or payment on a
Fund's preferred shares which may be in arrears.
Each Fund, including the Acquiring Fund, is required to allocate net capital
gains and other taxable income, if any, proportionately among its common shares
and preferred shares. The amount of taxable income allocated to the APS depends
upon the amount of such income realized by a Fund, but is generally not expected
to be significant.
In the case of the Acquiring Fund and Advantage Pennsylvania Municipal Income
Trust, in normal circumstances, whenever such Fund intends to include any net
capital gains or other taxable income in any dividend on APS, such Fund may
notify the Auction Agent of the amount to be so included prior to the Auction
establishing the applicable rate for such dividend. In the case of Pennsylvania
Quality Municipal Trust and Trust for Investment Grade Pennsylvania Municipals,
in normal circumstances, whenever such Fund intends to include any net capital
gains on other taxable income on APS, such Fund will notify the Auction Agent of
the amount to be so included prior to the Auction establishing the applicable
rate for such dividend. The Auction Agent will in turn notify each broker-dealer
who will notify existing and potential holders of the APS. As a result, Auction
participants may, in response to such information, place bids which take account
of the inclusion of net capital gains or other taxable income in the dividend.
If the Acquiring Fund retroactively allocates any net capital gains or other
taxable income to the APS as a result of (1) the realization of net capital
gains on other income taxable for federal income tax purposes; (2) the
redemption of all or a portion of the outstanding APS or (3) the liquidation of
such Fund, such Fund will pay an Additional Dividend to offset substantially the
tax effect thereof. Similarly, if a Target Fund retroactively allocates any net
capital gains or other taxable income to the APS without having given notice to
the Auction Agent, in the case of Advantage Pennsylvania Municipal Income Trust
or Trust for Investment Grade Pennsylvania Municipals, as a result of (1) the
realization of net capital gains or other income taxable for federal income tax
purposes; (2) the redemption of all or a portion of the outstanding APS or (3)
the liquidation of the Fund in question, or in the case of Pennsylvania Quality
Municipal Trust, as a result of the redemption of all or a portion of the
outstanding APS or the liquidation of the Fund in question, such Target Fund
will pay an Additional Dividend to offset substantially the tax effect thereof.
44
DIVIDEND RATES. The following table provides information about the dividend
rates for each Fund's preferred shares as of a recent auction date:
AUCTION DATE FUND RATE
------------ ---- ----
, 2005 Advantage Pennsylvania Municipal Income Trust... %
, 2005 Pennsylvania Quality Municipal Trust............ %
, 2005 Trust for Investment Grade Pennsylvania
Municipals...................................... %
, 2005 Acquiring Fund.................................. %
The dividend rates in effect at the closing of the Reorganizations will be the
rates determined in the auction most recently preceding such closing.
RATINGS. The Funds' preferred shares have all been assigned a rating of "AAA"
from S&P and "Aaa" from Moody's. Each Fund intends that, so long as its
preferred shares are outstanding, the composition of its portfolio will reflect
guidelines established by S&P and Moody's in connection with each Fund's receipt
of a rating for such shares of at least "AAA" from S&P and "Aaa" from Moody's.
S&P and Moody's, which are nationally recognized statistical rating
organizations, issue ratings for various securities reflecting the perceived
creditworthiness of such securities. The guidelines for rating such preferred
shares have been developed by S&P and Moody's in connection with issuances of
asset-backed and similar securities, including debt obligations and variable
rate preferred stock, generally on a case-by-case basis through discussions with
the issuers of these securities. The guidelines are designed to ensure that
assets underlying outstanding debt or preferred stock will be varied
sufficiently and will be of sufficient quality and amount to justify investment
grade ratings. The guidelines do not have the force of law but have been adopted
by each Fund in order to satisfy current requirements necessary for S&P and
Moody's to issue the above-described ratings for the preferred shares, which
ratings generally are relied upon by institutional investors in purchasing such
securities. The guidelines provide a set of tests for portfolio composition and
asset coverage that supplement (and in some cases are more restrictive than) the
applicable requirements under the 1940 Act.
Each Fund may, but is not required to, adopt any modifications to these
guidelines that hereafter may be established by S&P or Moody's. Failure to adopt
any such modifications, however, may result in a change in the ratings described
above or a withdrawal of the ratings altogether. In addition, any rating agency
providing a rating for a Fund's preferred shares, at any time, may change or
withdraw any such rating. As set forth in the Certificate of Vote of Trustees
Establishing Preferred Shares of each Fund (each a "Certificate of Vote"), the
Board of Trustees of each Fund, without shareholder approval, may modify certain
definitions or restrictions that have been adopted by the Fund pursuant to the
rating agency guidelines, provided the Board of Trustees has obtained written
confirmation from S&P and Moody's that any such change would not impair the
ratings then assigned by S&P and Moody's to the preferred shares. For so long as
any of its
45
preferred shares are rated by S&P or Moody's, as the case may be, a Fund's use
of options and financial futures contracts and options thereon will be subject
to certain limitations mandated by the rating agencies.
REDEMPTIONS. The redemption provisions pertaining to the preferred shares of
each Fund are similar. Preferred shares of each Fund are generally redeemable at
the option of the Fund at a price equal to their liquidation preference of
$25,000 per share plus accumulated but unpaid dividends (whether or not earned
or declared) to the date of redemption plus, in certain circumstances, a
redemption premium. Preferred shares of each Fund are also subject to mandatory
redemption at a price equal to their liquidation preference plus accumulated but
unpaid dividends (whether or not earned or declared) to the date of redemption
upon the occurrence of certain specified events, such as the failure of a Fund
to maintain asset coverage requirements for its preferred shares specified by
Moody's and S&P in connection with their issuance of ratings on the preferred
shares.
LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of any of
the Funds, whether voluntary or involuntary, the holders of such Fund's
preferred shares will be entitled to receive, out of the assets of the Fund
available for distribution to shareholders, before any distribution or payment
is made upon any of the Fund's common shares or any other capital shares of the
Fund ranking junior in right of payment upon liquidation to preferred shares,
$25,000 per share together with the amount of any dividends accumulated but
unpaid (whether or not earned or declared) thereon to the date of distribution,
and after such payment the preferred shareholders will be entitled to no other
payments except for any Additional Dividends. If such assets of the Fund are
insufficient to make the full liquidation payment on the preferred shares and
liquidation payments on any other outstanding class or series of preferred
shares of the Fund ranking on a parity with the preferred shares as to payment
upon liquidation, then such assets will be distributed among the preferred
shareholders and the holders of shares of such other class or series ratably in
proportion to the respective preferential amounts to which they are entitled.
After payment of the full amount of liquidation distribution to which they are
entitled, the holders of a Fund's preferred shares will not be entitled to any
further participation in any distribution of assets by the Fund except for any
Additional Dividends. A consolidation, merger or share exchange of a Fund with
or into any other entity or entities or a sale, whether for cash, shares of
stock, securities or properties, of all or substantially all or any part of the
assets of the Fund shall not be deemed or construed to be a liquidation,
dissolution or winding up of the Fund for this purpose.
ADDITIONAL INFORMATION. For additional information on Acquiring Fund APS,
Target Fund shareholders should consult the Certificate of Vote governing the
Acquiring Fund APS, included as Appendix B to the Reorganization Statement of
Additional Information. APS issued in connection with the Reorganizations will
be
46
governed by the Certificate of Vote of the Acquiring Fund, which, upon
completion of the Reorganizations, will be amended to reflect the creation of
new series and the issuance of additional APS. As a result of the
Reorganizations, the last dividend periods for the Target Funds' preferred
shares prior to the Closing Date and the initial dividend periods for the
Acquiring Fund APS issued in connection with the Reorganizations after the
Closing Date may be shorter than the regular dividend periods for such shares.
GOVERNING LAW
Each Fund is organized as an unincorporated trust under the laws of The
Commonwealth of Pennsylvania. Advantage Pennsylvania Municipal Income Trust was
organized on July 8, 1992 and commenced investment operations on September 25,
1992; Pennsylvania Quality Municipal Trust was organized on September 17, 1991
and commenced investment operations on September 27, 1991; Trust for Investment
Grade Pennsylvania Municipals was organized on January 20, 1992 and commenced
investment operations on April 24, 1992; and the Acquiring Fund was organized on
December 21, 1992 and commenced investment operations on April 30, 1993.
Under Pennsylvania law, shareholders of an unincorporated trust may, under
certain circumstances, be held personally liable as partners for its
obligations. However, the Declaration of Trust of each Fund contains an express
disclaimer of shareholder liability in connection with Fund property or the
acts, obligations or affairs of the Fund and provides for indemnification and
reimbursement of expenses out of the Fund's property for any shareholder held
personally liable for the obligations of that Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations. Given the nature of each Fund's assets and operations, the
possibility of a Fund being unable to meet its obligations is remote and, in the
opinion of counsel to the Funds, the risk to the Funds' respective shareholders
is remote.
Each Fund is also subject to federal securities laws, including the 1940 Act
and the rules and regulations promulgated by the SEC thereunder, and applicable
state securities laws. Each Fund is registered as a non-diversified, closed-end
management investment company under the 1940 Act.
CERTAIN PROVISIONS OF THE DECLARATIONS OF TRUST
Each Fund's Declaration of Trust includes provisions that could have the
effect of limiting the ability of other entities or persons to acquire control
of the Fund or to change the composition of its Board of Trustees, and could
have the effect of depriving common shareholders of an opportunity to sell their
common shares at a premium over prevailing market prices by discouraging a third
party from seeking to
47
obtain control of the Fund. The Board of Trustees of each Fund is divided into
three classes, with the term of one class expiring at the annual meeting of
shareholders. At each annual meeting, each class whose term is expiring will be
elected to a three-year term. This provision could delay for up to two years the
replacement of a majority of the Board of Trustees. A trustee may be removed
from office only for cause by a written instrument signed by at least two-thirds
of the remaining trustees or by a vote of the holders of at least two-thirds of
the class of shares of the Fund that elected such trustee and entitled to vote
on the matter.
In addition, each Fund's Declaration of Trust requires the favorable vote of
the holders of at least 75% of the outstanding shares of each class of the Fund,
voting as a class, then entitled to vote to approve, adopt or authorize certain
transactions with 5%-or-greater holders of a class of shares and their
associates, unless the Board of Trustees shall by resolution have approved a
memorandum of understanding with such holders, in which case normal voting
requirements would be in effect. For purposes of these provisions, a
5%-or-greater holder of a class of shares (a "Principal Shareholder") refers to
any person who, whether directly or indirectly and whether alone or together
with its affiliates and associates, beneficially owns 5% or more of the
outstanding shares of any class of beneficial interest of the Fund. The
transactions subject to these special approval requirements are: (i) the merger
or consolidation of the Fund or any subsidiary of the Fund with or into any
Principal Shareholder; (ii) the issuance of any securities of the Fund to any
Principal Shareholder for cash (except pursuant to the Dividend Reinvestment
Plan); (iii) the sale, lease or exchange of all or any substantial part of the
assets of the Fund to any Principal Shareholder (except assets having an
aggregate fair market value of less than $1,000,000, aggregating for the purpose
of such computation all assets sold, leased or exchanged in any series of
similar transactions within a twelve-month period); or (iv) the sale, lease or
exchange to the Fund or any subsidiary thereof, in exchange for securities of
the Fund, of any assets of any Principal Shareholder (except assets having an
aggregate fair market value of less than $1,000,000, aggregating for purposes of
such computation all assets sold, leased or exchanged in any series of similar
transactions within a twelve-month period).
The Board of Trustees of each Fund has determined that the 75% voting
requirements described above, which are greater than the minimum requirements
under Pennsylvania law or the 1940 Act, are in the best interest of shareholders
of each respective Fund generally. Reference should be made to the Declaration
of Trust of each Fund on file with the SEC for the full text of these
provisions.
The Declaration of Trust of each Fund further provides that no trustee,
officer, employee or agent of the Fund is liable to the Fund or to any
shareholder, nor is any trustee, officer, employee or agent liable to any third
persons in connection with the affairs of the Fund, except as such liability may
arise from his or her own bad faith, willful misfeasance, gross negligence, or
reckless disregard of their duties. It also
48
provides that all third persons shall look solely to the Fund property for
satisfaction of claims arising in connection with the affairs of the Fund. With
the exceptions stated, the Declaration of Trust provides that a trustee or
officer is entitled to be indemnified against all liability in connection with
the affairs of the Fund.
CONVERSION TO OPEN-END FUND
Each Fund may be converted to an open-end investment company at any time by an
amendment to its Declaration of Trust. Each Fund's Declaration of Trust provides
that such an amendment would require the approval of (a) a majority of the
trustees, including the approval by a majority of the disinterested trustees of
the Fund, and (b) the lesser of (i) more than 50% of the Fund's outstanding
common and preferred shares, each voting as a class or (ii) 67% of the common
and preferred shares, each voting as a class, present at a meeting at which
holders of more than 50% of the outstanding shares of each such class are
present in person or by proxy. If approved in the foregoing manner, conversion
of the Fund could not occur until 90 days after the shareholders' meeting at
which such conversion was approved and would also require at least 30 days prior
notice to all shareholders. Conversion of a Fund to an open-end investment
company would require the redemption of all outstanding preferred shares, which
would eliminate the leveraged capital structure of the Fund. In the event of
conversion, the common shares would cease to be listed on the NYSE, CHX, NASDAQ
National Market System or other national securities exchange or national market
system. Shareholders of an open-end investment company may require the company
to redeem their shares at any time (except in certain circumstances as
authorized by or under the 1940 Act) at their net asset value, less such
redemption charge, if any, as might be in effect at the time of a redemption. If
a Fund were converted to an open-end fund, it is likely that new common shares
would be sold at net asset value plus a sales load. Following any such
conversion, it is also possible that certain of the Fund's investment policies
and strategies would have to be modified to assure sufficient portfolio
liquidity. In particular, the Fund would be required to maintain its portfolio
such that not more than 15% of its assets would be invested in illiquid
securities. Such requirement could cause the Fund to dispose of portfolio
securities or other assets at a time when it is not advantageous to do so, and
could adversely affect the ability of the Fund to meet its investment objective.
VOTING RIGHTS
Voting rights are identical for the holders of each Fund's common shares.
Common shareholders of each Fund are entitled to one vote for each share held.
Except as set forth above under "Certain Provisions of the Declarations of
Trust" or "Conversion to Open-End Fund," or except as expressly required by
applicable law or expressly set forth in the designation of rights and
preferences with respect to a Fund's preferred shares, preferred shareholders
have no voting rights. When
49
preferred shareholders are entitled to vote, they are also entitled to cast one
vote per share held.
Preferred shareholders of a Fund, voting as a class, are entitled to elect two
of the Fund's trustees. Under the 1940 Act, if at any time dividends on a Fund's
preferred shares are unpaid in an amount equal to two full years dividends
thereon, the holders of all outstanding preferred shares, voting as a class, are
entitled to elect a majority of the Fund's trustees until all dividends have
been paid or declared and set apart for payment. The Certificate of Vote
establishing the preferred shares of each Fund provides that such Fund shall not
take certain actions relating to the preferences, rights or powers of holders of
such Fund's preferred shares without the affirmative vote of the holders of a
majority of the outstanding preferred shares. Additionally, if a Fund has more
than one series of preferred shares outstanding, an affirmative vote of a
majority of the outstanding shares of each series of preferred shares, each
voting separately as a class, is required with respect to any matter that
materially affects the series in a manner different from that of other series of
such Fund's preferred shares. The specific provisions of each Fund's Certificate
of Vote with respect to the voting rights of holders of preferred shares may
differ and shareholders of the Target Funds should consult the Certificate of
Vote governing the Acquiring Fund APS, included as Appendix B to the
Reorganization Statement of Additional Information.
50
FINANCIAL HIGHLIGHTS
ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST. The following schedule presents
financial highlights for one common share of the Fund outstanding throughout the
periods indicated.
[To Come by Amendment]
51
PENNSYLVANIA QUALITY MUNICIPAL TRUST. The following schedule presents
financial highlights for one common share of the Fund outstanding throughout the
periods indicated.
[To Come by Amendment]
52
TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS. The following schedule
presents financial highlights for one common share of the Fund outstanding
throughout the periods indicated.
[To Come by Amendment]
53
ACQUIRING FUND. The following schedule presents financial highlights for one
common share of the Fund outstanding throughout the periods indicated.
[To Come by Amendment]
54
INFORMATION ABOUT THE REORGANIZATIONS
GENERAL
Under the Reorganization Agreements (a form of which is attached as Appendix A
to the Reorganization Statement of Additional Information), the Acquiring Fund
will acquire substantially all of the assets, and will assume substantially all
of the liabilities, of the Target Funds, in exchange for Acquiring Fund Common
Shares and Acquiring Fund APS to be issued by the Acquiring Fund. The Acquiring
Fund Common Shares issued to the Target Funds will have an aggregate net asset
value equal to the aggregate net asset value of the Target Funds' common shares,
less the costs of the Reorganizations (though cash may be paid in lieu of any
fractional shares). The Acquiring Fund APS issued to the Target Funds will have
an aggregate liquidation preference equal to the aggregate liquidation
preference of the Target Funds' preferred shares. Upon receipt by the Target
Funds of such shares, the Target Funds will (i) distribute the Acquiring Fund
Common Shares to the Target Funds' common shareholders and (ii) distribute the
Acquiring Fund APS to the Target Funds' preferred shareholders. As soon as
practicable after the Closing Date for the Reorganizations, the Target Funds
will deregister as investment companies under the 1940 Act and dissolve under
applicable state law.
The Target Funds will distribute the Acquiring Fund Common Shares and the
Acquiring Fund APS received by them pro rata to the holders of record of their
common shares and preferred shares, as applicable, in exchange for such
shareholders' shares in the Target Funds. Such distribution will be accomplished
by opening new accounts on the books of the Acquiring Fund in the names of the
common and preferred shareholders of the Target Funds and transferring to those
shareholder accounts the Acquiring Fund Common Shares and the Acquiring Fund APS
previously credited on those books to the accounts of the Target Funds. Each
newly-opened account on the books of the Acquiring Fund for the former common
shareholders of the Target Funds will represent the respective pro rata number
of Acquiring Fund Common Shares (rounded down, in the case of fractional shares
held other than in a Dividend Reinvestment Plan account, to the next largest
number of whole shares) due such shareholder. No fractional Acquiring Fund
Common Shares will be issued (except for shares held in a Plan account). In the
event of fractional shares in an account other than a Plan account, the
Acquiring Fund's transfer agent will aggregate all such fractional Acquiring
Fund Common Shares and sell the resulting whole shares on the NYSE for the
account of all holders of such fractional interests, and each such holder will
be entitled to the pro rata share of the proceeds from such sale upon surrender
of the Target Fund common share certificates. Similarly, each newly-opened
account on the books of the Acquiring Fund for the former preferred shareholders
of Target Fund would represent the respective pro rata number of Acquiring Fund
APS due such shareholder. See "Terms of the Reorganization
Agreements -- Surrender and
55
Exchange of Share Certificates" below for a description of the procedures to be
followed by the Target Funds' shareholders to obtain their Acquiring Fund Common
Shares or Acquiring Fund APS (and cash in lieu of fractional shares, if any).
As a result of the Reorganizations, each common shareholder of a Target Fund
will own Acquiring Fund Common Shares that (except for cash payments received in
lieu of fractional shares) will have an aggregate net asset value immediately
after the Closing Date equal to the aggregate net asset value of that
shareholder's Target Fund common shares immediately prior to the Closing Date.
Since the Acquiring Fund Common Shares will be issued at net asset value in
exchange for the net assets of each Target Fund having a value equal to the
aggregate net asset value of those Acquiring Fund Common Shares, the net asset
value per share of Acquiring Fund Common Shares should remain virtually
unchanged by the Reorganizations except for its share of the costs of the
Reorganizations. Similarly, the aggregate liquidation preference of the
Acquiring Fund APS to be issued to each Target Fund will equal the aggregate
liquidation preference of each Target Fund's preferred shares. Each preferred
shareholder of a Target Fund will receive Acquiring Fund APS that will have an
aggregate liquidation preference immediately after the Closing Date equal to the
aggregate liquidation preference of that shareholder's Target Fund preferred
shares immediately prior to the Closing Date. The liquidation preference per
share of the Acquiring Fund APS will remain unchanged by the Reorganizations.
Thus, the Reorganizations will result in no dilution of net asset value of the
Acquiring Fund Common Shares, other than to reflect the costs of the
Reorganizations, and will result in no dilution of the value per share for
preferred shareholders of the Target Funds. However, as a result of the
Reorganizations, a shareholder of any of the Funds will hold a reduced
percentage of ownership in the larger combined entity than he or she did in any
of the separate Funds. No sales charge or fee of any kind will be charged to
shareholders of the Target Funds in connection with their receipt of Acquiring
Fund Common Shares or Acquiring Fund APS in the Reorganizations.
TERMS OF THE REORGANIZATION AGREEMENTS
The following is a summary of the significant terms of a Reorganization
Agreement. The terms of each Reorganization Agreement are similar. This summary
is qualified in its entirety by reference to the form of Reorganization
Agreement, attached as Appendix A to the Reorganization Statement of Additional
Information.
VALUATION OF ASSETS AND LIABILITIES. The assets of each of the Funds will be
valued after the close of business on the NYSE (generally, 4:00 p.m., Eastern
time) on the Closing Date. For the purpose of determining the net asset value of
a common share of each Fund, the value of the securities held by the Fund plus
any cash or other assets (including interest accrued but not yet received) minus
all liabilities (including accrued expenses) and the aggregate liquidation value
of the
56
outstanding preferred shares of the Fund is divided by the total number of
common shares of the Fund outstanding at such time. Daily expenses, including
the fees payable to the Adviser, will accrue on the Closing Date.
AMENDMENTS AND CONDITIONS. The Reorganization Agreement may be amended at any
time prior to the Closing Date with respect to any of the terms therein. The
obligations of each Fund pursuant to the Reorganization Agreement are subject to
various conditions, including a registration statement on Form N-14 being
declared effective by the SEC, approval by the shareholders of the Target Fund,
approval of the issuance of additional Acquiring Fund Common Shares by the
common shareholders of the Acquiring Fund, receipt of an opinion of counsel as
to tax matters, receipt of an opinion of counsel as to corporate and securities
matters and the continuing accuracy of various representations and warranties of
the Funds being confirmed by the respective parties.
POSTPONEMENT; TERMINATION. Under the Reorganization Agreement, the Board of
Trustees of either Fund may cause the Reorganization to be postponed or
abandoned in certain circumstances should such Board determine that it is in the
best interests of the shareholders of its respective Fund to do so.
The Reorganization Agreement may be terminated, and the Reorganization
abandoned at any time (whether before or after adoption thereof by the
shareholders of either of the Funds) prior to the Closing Date, or the Closing
Date may be postponed: (i) by mutual consent of the Boards of Trustees of the
Funds and (ii) by the Board of Trustees of either Fund if any condition to that
Fund's obligations set forth in the Reorganization Agreement has not been
fulfilled or waived by such Board.
SURRENDER AND EXCHANGE OF SHARE CERTIFICATES. After the Closing Date, each
holder of an outstanding certificate or certificates formerly representing
Target Fund common shares will be entitled to receive, upon surrender of his or
her certificate or certificates, a certificate or certificates representing the
number of Acquiring Fund Common Shares distributable with respect to such
holder's Target Fund common shares, together with cash in lieu of any fractional
Acquiring Fund Common Shares held other than in a Dividend Reinvestment Plan
account. Promptly after the Closing Date, the transfer agent for the Acquiring
Fund Common Shares will mail to each holder of certificates formerly
representing Target Fund common shares a letter of transmittal for use in
surrendering his or her certificates for certificates representing Acquiring
Fund Common Shares and cash in lieu of any fractional shares held other than in
a Plan account.
Please do not send in any share certificates at this time. Upon consummation
of the Reorganization, holders of Target Fund common shares will be furnished
with instructions for exchanging their share certificates for Acquiring Fund
share certificates and, if applicable, cash in lieu of fractional shares.
57
From and after the Closing Date, certificates formerly representing Target
Fund common shares will be deemed for all purposes to evidence ownership of the
number of full Acquiring Fund Common Shares distributable with respect to the
Target Fund common shares held before the Reorganization as described above,
provided that, until such share certificates have been so surrendered, no
dividends payable to the holders of record of Target Fund common shares as of
any date subsequent to the Closing Date will be reinvested pursuant to the
Acquiring Fund's Dividend Reinvestment Plan, but will instead be paid in cash.
Once such Target Fund share certificates have been surrendered, participants in
the Target Fund's Dividend Reinvestment Plan will automatically be enrolled in
the Dividend Reinvestment Plan of the Acquiring Fund.
From and after the Closing Date, there will be no transfers on the share
transfer books of the Target Fund. If, after the Closing Date, certificates
representing Target Fund Common Shares are presented to the Acquiring Fund, they
will be cancelled and exchanged for certificates representing Acquiring Fund
Common Shares, as applicable, and cash in lieu of fractional shares, if any,
distributable with respect to such Target Fund Common Shares in the
Reorganization.
Preferred shares are held in "street name" by the Depository Trust Company and
all transfers will be accomplished by book entry.
EXPENSES OF THE REORGANIZATION. In the event the Reorganization is approved
and completed, the expenses of the Reorganization will be shared by the Target
Fund and the Acquiring Fund in proportion to their respective projected annual
expense savings as a result of the Reorganization. The expenses of the
Reorganization will not be borne by the preferred shareholders of either Fund.
In the event the Reorganization is not completed, the Adviser will bear the
costs associated with the Reorganization. Neither the Funds nor the Adviser will
pay any expenses of shareholders arising out of or in connection with the
Reorganization.
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS
The following is a general summary of the material anticipated U.S. federal
income tax consequences of the Reorganizations. The discussion is based upon the
Internal Revenue Code, Treasury regulations, court decisions, published
positions of the Internal Revenue Service ("IRS") and other applicable
authorities, all as in effect on the date hereof and all of which are subject to
change or differing interpretations (possibly with retroactive effect). The
discussion is limited to U.S. persons who hold shares of a Target Fund as
capital assets for U.S. federal income tax purposes (generally, assets held for
investment). This summary does not address all of the U.S. federal income tax
consequences that may be relevant to a particular shareholder or to shareholders
who may be subject to special treatment under U.S. federal income tax laws. No
ruling has been or will be obtained from the IRS regarding any matter relating
to the Reorganizations. No assurance can be
58
given that the IRS would not assert, or that a court would not sustain, a
position contrary to any of the tax aspects described below. Prospective
investors must consult their own tax advisers as to the U.S. federal income tax
consequences of the Reorganizations, as well as the effects of state, local and
non-U.S. tax laws.
It is a condition to closing each Reorganization that the respective Target
Fund and the Acquiring Fund receive an opinion from Skadden, Arps, Slate,
Meagher & Flom LLP ("Skadden Arps"), dated as of the Closing Date, regarding the
characterization of such Reorganization as a "reorganization" within the meaning
of Section 368(a) of the Internal Revenue Code. As such a reorganization, the
U.S. federal income tax consequences of each Reorganization can be summarized as
follows:
- No gain or loss will be recognized by a Target Fund or the Acquiring Fund
upon the transfer to the Acquiring Fund of substantially all of the assets
of the Target Fund in exchange for Acquiring Fund Common Shares and
Acquiring Fund APS and the assumption by the Acquiring Fund of substantially
all of the liabilities of the Target Fund and the subsequent liquidation of
the Target Fund.
- No gain or loss will be recognized by a shareholder of a Target Fund who
exchanges, as the case may be, all of his, her or its Target Fund common
shares for Acquiring Fund Common Shares pursuant to a Reorganization (except
with respect to cash received in lieu of a fractional share, as discussed
below) or all of his, her or its Target Fund preferred shares solely for
Acquiring Fund APS pursuant to a Reorganization.
- The aggregate tax basis of the Acquiring Fund Common Shares or Acquiring
Fund APS, as the case may be, received by a shareholder of a Target Fund
pursuant to a Reorganization will be the same as the aggregate tax basis of
the shares of the Target Fund surrendered in exchange therefor (reduced by
any amount of tax basis allocable to a fractional share for which cash is
received).
- The holding period of the Acquiring Fund Common Shares or Acquiring Fund
APS, as the case may be, received by a shareholder of a Target Fund pursuant
to a Reorganization will include the holding period of the shares of the
Target Fund surrendered in exchange therefor.
- A shareholder of a Target Fund that receives cash in lieu of a fractional
Acquiring Fund Common Share pursuant to the Reorganization will recognize
capital gain or loss with respect to the fractional share in an amount equal
to the difference between the amount of cash received for the fractional
share and the portion of such shareholder's tax basis in its Target Fund
shares that is allocable to the fractional share. The capital gain or loss
will be long-term if the holding period for such Target Fund common shares
is more than one year as of the date of the exchange.
59
- The Acquiring Fund's tax basis in a Target Fund's assets received by the
Acquiring Fund pursuant to a Reorganization will, in each instance, equal
the tax basis of such assets in the hands of such Target Fund immediately
prior to such Reorganization, and the Acquiring Fund's holding period of
such assets will, in each instance, include the period during which the
assets were held by such Target Fund.
The Acquiring Fund intends to continue to be taxed under the rules applicable
to regulated investment companies as defined in Section 851 of the Internal
Revenue Code, which are the same rules currently applicable to each of the
Target Funds and their shareholders.
The opinion of Skadden Arps will be based on U.S. federal income tax law in
effect on the Closing Date. In rendering its opinion, Skadden Arps will also
rely upon certain representations of the management of the Acquiring Fund and
the Target Funds and assume, among other things, that the Reorganizations will
be consummated in accordance with the Reorganization Agreements and as described
herein. An opinion of counsel is not binding on the IRS or any court.
SHAREHOLDER APPROVAL
Under the Declaration of Trust of each Target Fund (as amended to date and
including the Certificate of Vote of each Target Fund), relevant Pennsylvania
law and the rules of the NYSE and CHX, shareholder approval of each
Reorganization Agreement requires the affirmative vote of shareholders of the
respective Target Fund representing more than 50% of the outstanding common
shares and preferred shares of such Target Fund entitled to vote, each voting
separately as a class.
60
------------------------------------------------------------------------------
PROPOSAL 2: ISSUANCE OF ACQUIRING FUND COMMON SHARES
------------------------------------------------------------------------------
Pursuant to the Reorganization Agreements, which are described more fully
under "Proposal 1: Reorganizations of the Target Funds" herein, the Acquiring
Fund will acquire substantially all of the assets and assume substantially all
of the liabilities of each Target Fund in exchange for Acquiring Fund Common
Shares and Acquiring Fund APS. Each Target Fund will distribute Acquiring Fund
Common Shares to its common shareholders and Acquiring Fund APS to its preferred
shareholders, and will then terminate its registration under the 1940 Act and
dissolve under applicable state law. The Acquiring Fund Board, based upon its
evaluation of all relevant information, anticipates that each Reorganization
will benefit holders of Acquiring Fund Common Shares.
The aggregate net asset value of Acquiring Fund Common Shares issued in each
Reorganization will equal the aggregate net asset value of the Target Fund's
common shares held immediately prior to the Reorganization, less the costs of
the Reorganization (though shareholders may receive cash for their fractional
shares). The aggregate liquidation preference of Acquiring Fund APS issued in
the Reorganization will equal the aggregate liquidation preference of the Target
Fund's preferred shares held immediately prior to the Reorganization. The
Reorganization will result in no reduction of the net asset value of the
Acquiring Fund Common Shares, other than to reflect the costs of each
Reorganization. No gain or loss will be recognized by the Acquiring Fund or its
shareholders in connection with each Reorganization. The Acquiring Fund will
continue to operate as a registered closed-end investment company with the
investment objective and policies described in this Joint Proxy
Statement/Prospectus.
In connection with Reorganizations and as contemplated by the Reorganization
Agreements, the Acquiring Fund will issue additional Acquiring Fund Common
Shares and list such shares on the NYSE and the CHX. While applicable state and
federal law does not require the shareholders of the Acquiring Fund to approve
the Reorganizations, applicable NYSE rules require the common shareholders of
the Acquiring Fund to approve the issuance of additional Acquiring Fund Common
Shares to be issued in connection with the Reorganizations.
SHAREHOLDER APPROVAL
Shareholder approval of the issuance of additional Acquiring Fund Common
Shares requires the affirmative vote of a majority of votes cast, provided that
total votes cast on the proposal represents over 50% of all securities entitled
to vote on the matter. For more information regarding voting requirements, see
the section entitled "Other Information -- Voting Information and Requirements"
below.
61
------------------------------------------------------------------------------
OTHER INFORMATION
------------------------------------------------------------------------------
VOTING INFORMATION AND REQUIREMENTS
GENERAL. A list of shareholders of each Fund entitled to be present and vote
at the Special Meeting will be available at the offices of the Funds, 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 Special
Meeting.
RECORD DATE. The Funds' Boards have fixed the close of business on July 29,
2005 as the record date (the "Record Date") for the determination of
shareholders entitled to notice of, and to vote at, the Special Meeting or any
adjournment thereof. Shareholders on the Record Date will be entitled to one
vote for each share held, with no shares having cumulative voting rights. At the
Record Date, Advantage Pennsylvania Municipal Income Trust had outstanding
[ ] common shares and [ ] preferred shares, Pennsylvania Quality
Municipal Trust had outstanding common shares and [ ] preferred
shares, Trust for Investment Grade Pennsylvania Municipals had outstanding
common shares and [ ] preferred shares and the Acquiring Fund
had outstanding common shares and [ ] preferred shares.
PROXIES. Shareholders may vote by appearing in person at the Special Meeting,
by returning the enclosed proxy card or by casting their vote via telephone or
the internet using the instructions provided on the enclosed proxy card and more
fully described below. Shareholders of each Fund have the opportunity to submit
their voting instructions via the internet by utilizing a program provided by a
third-party vendor hired by the Funds, or by "touch-tone" telephone voting. The
giving of such a proxy will not affect your right to vote in person should you
decide to attend the Special Meeting. To use the internet, please access the
internet address found on your proxy card. To record your voting instructions by
automated telephone, please call the toll-free number listed on your proxy card.
The internet and automated telephone voting instructions are designed to
authenticate shareholder identities, to allow shareholders to give their voting
instructions, and to confirm that shareholders' instructions have been recorded
properly. Shareholders submitting their voting instructions via the internet
should understand that there may be costs associated with internet access, such
as usage charges from internet access providers and telephone companies, that
must be borne by the shareholders. Any person giving a proxy may revoke it at
any time prior to its exercise by giving written notice of the revocation to the
Secretary of the Target Fund at the address indicated above, 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 Special
Meeting and voting in person. The giving of a proxy will not affect your right
to vote in person if you attend the Special Meeting and wish to do so.
62
All properly executed proxies received prior to the Special Meeting will be
voted in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted "FOR" the approval of each proposal. Abstentions and broker non-votes
(i.e., where a nominee such as a broker holding shares for beneficial owners
votes on certain matters pursuant to discretionary authority or instructions
from beneficial owners, but with respect to one or more proposals does not
receive instructions from beneficial owners or does not exercise discretionary
authority) are not treated as votes "FOR" a proposal.
With respect to Proposal 1, abstentions and broker non-votes have the same
effect as votes "AGAINST" the proposals since their approvals are based on the
affirmative vote of a majority of each Target Fund's outstanding common shares
and preferred shares, each voting as a separate class. With respect to Proposal
2, abstentions will not be treated as votes "FOR" the proposal but will be
counted as votes cast on the proposal and will therefore have the same effect as
votes "AGAINST" the proposal. Broker non-votes will not be treated as votes
"FOR" the proposal and will not be counted as votes cast on the proposal and
will therefore have the effect of reducing the aggregate number of shares voting
on the proposal and reducing the number of votes "FOR" required to approve the
proposal.
With respect to each proposal, a majority of the outstanding shares of each
class entitled to vote on the proposal must be present in person or by proxy to
have a quorum to conduct business at the Special Meeting. Abstentions and broker
non-votes will be deemed present for quorum purposes.
CERTAIN VOTING INFORMATION REGARDING PREFERRED SHARES OF THE TARGET FUNDS.
Pursuant to the rules of the NYSE, preferred shares of each Target Fund held in
"street name" may be voted under certain conditions by broker-dealer firms and
counted for purposes of establishing a quorum of that Fund if no instructions
are received one business day before the Special Meeting or, if adjourned, one
business day before the day to which the Special Meeting is adjourned. These
conditions include, among others, that (i) at least 30% of a Target Fund's
preferred shares outstanding have voted on such Fund's Reorganization and (ii)
less than 10% of a Target Fund's preferred shares outstanding have voted against
such Fund's Reorganization. In such instance, the broker-dealer firm will vote
such uninstructed Target Fund's preferred shares on such Reorganization in the
same proportion as the votes cast by all Target Fund preferred shareholders who
voted on such Reorganization. Each Target Fund will include shares held of
record by broker-dealers as to which such authority has been granted in its
tabulation of the total number of shares present for purposes of determining
whether the necessary quorum of shareholders of such Fund exists.
63
SHAREHOLDER INFORMATION
[As of July 29, 2005, to the knowledge of the Fund, no shareholder owned
beneficially more than 5% of its outstanding common shares.] [Except as set
forth below, as of July 29, 2005, to the knowledge of the Funds, no shareholder
owned beneficially more than 5% of a class of a Fund's outstanding shares:]
[To the knowledge of the Fund, no trustee or executive officer owned, directly
or beneficially, common shares of the Funds as of July 29, 2005, and no trustees
or executive officers owned preferred shares of the Funds as of that date.]
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 Funds' trustees, officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than 10%
of a registered class of a Fund's equity securities to file forms with the SEC
and the NYSE reporting their affiliation with such Fund and reports of ownership
and changes in ownership of Fund shares. These persons and entities are required
by SEC regulation to furnish a 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.]
SHAREHOLDER PROPOSALS
To be considered for presentation at a shareholder's meeting, rules
promulgated by the SEC generally require that, among other things, a
shareholder's proposal must be received at the offices of the relevant Fund a
reasonable time before solicitation is made. 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 relevant Fund at the
principal executive offices of the Fund at 1221 Avenue of the Americas, New
York, New York 10020.
Information regarding the deadline for timely submission of proposals intended
to be presented at the year 2006 Annual Meetings of the Funds will be provided
in the proxy statement relating to the 2005 Annual Meetings of the Funds, which
is expected to take place later this year. If the Reorganizations of the Target
Funds are approved and completed prior to their 2005 Annual Meetings, the Target
Funds will cease to exist and will not hold their 2005 Annual Meetings.
SOLICITATION OF PROXIES
Solicitation of proxies is being made primarily by the mailing of this Notice
and Joint Proxy Statement/Prospectus with its enclosures on or about August 9,
2005.
64
Shareholders of the Target Funds whose shares are held by nominees such as
brokers can vote their proxies by contacting their respective nominee. In
addition to the solicitation of proxies by mail, employees of the Adviser and
its affiliates as well as dealers or their representatives may, without
additional compensation, solicit proxies in person or by mail, telephone,
telegraph, facsimile or oral communication. The Target Funds have retained
Computershare Fund Services ("CFS") to make telephone calls to shareholders of
the Funds to remind them to vote. CFS will be paid a project management fee as
well as fees charged on a per call basis and certain other expenses. Management
estimates that the solicitation by CFS will cost approximately $10,537 for
Advantage Pennsylvania Municipal Income Trust, $17,761 for Pennsylvania Quality
Municipal Trust, $15,061 for Trust for Investment Grade Pennsylvania Municipals
and $10,511 for the Acquiring Fund. Proxy solicitation expenses are an expense
of the Reorganizations which will be borne by the Target Funds and the Acquiring
Fund in proportion to their projected annual expense savings as a result of the
Reorganizations.
LEGAL MATTERS
Certain legal matters concerning the federal income tax consequences of the
Reorganizations and the issuance of Acquiring Fund Common Shares and Acquiring
Fund APS will be passed upon by Skadden Arps, which serves as counsel to the
Target Funds and the Acquiring Fund, and concerning matters of Pennsylvania law
will be passed upon by [ ]. Wayne W. Whalen, a partner of
Skadden Arps, is a trustee of both the Target Funds and the Acquiring Fund.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Trustees of each Fund knows of no business other than that
described in this Joint Proxy Statement/Prospectus which will be presented for
consideration at the Special Meeting. If any other matters are properly
presented, it is the intention of the persons named on the enclosed proxy card
to vote proxies in accordance with their best judgment.
In the event that a quorum is present at the Special Meeting but sufficient
votes to approve any of the proposals are not received, proxies (including
abstentions and broker non-votes) will be voted in favor of one or more
adjournments of the Special Meeting to permit further solicitation of proxies on
such proposals, provided that the Board of Trustees of each Fund determines 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 percentage of votes then cast, the percentage of negative votes
cast, the nature of the proposed solicitation activities and the nature of the
reasons for such further solicitation. Any such adjournment will require the
affirmative vote of the holders of a majority of the outstanding
65
shares of the respective Fund voted at the session of the Special Meeting to be
adjourned.
If you cannot be present in person at the Special Meeting, please fill in,
sign and return the enclosed proxy card or please record your voting
instructions by telephone or via the internet promptly. No postage is necessary
if the enclosed proxy card is mailed in the United States.
Lou Anne McInnis
Assistant Secretary
Van Kampen Advantage Pennsylvania
Municipal Income Trust
Van Kampen Pennsylvania Quality
Municipal Trust
Van Kampen Trust for Investment Grade
Pennsylvania Municipals
Van Kampen Pennsylvania Value
Municipal Income Trust
August , 2005
66
EXHIBIT I
DESCRIPTION OF SECURITIES RATINGS
STANDARD & POOR'S -- A brief description of the applicable Standard & Poor's
(S&P) rating symbols and their meanings (as published by S&P) follows:
A S&P issue credit rating is a current opinion of the creditworthiness of an
obligor with respect to a specific financial obligation, a specific class of
financial obligations, or a specific financial program (including ratings on
medium-term note programs and commercial paper programs). It takes into
consideration the creditworthiness of guarantors, insurers, or other forms of
credit enhancement on the obligation and takes into account the currency in
which the obligation is denominated. The issue credit rating is not a
recommendation to purchase, sell, or hold a financial obligation, inasmuch as it
does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors
or obtained by S&P from other sources it considers reliable. S&P does not
perform an audit in connection with any credit rating and may, on occasion, rely
on unaudited financial information. Credit ratings may be changed, suspended, or
withdrawn as a result of changes in, or unavailability of, such information, or
based on other circumstances. Issue credit ratings can be either long-term or
short-term. Short-term ratings are generally assigned to those obligations
considered short term in the relevant market. In the U.S., for example, that
means obligations with an original maturity of no more than 365 days, including
commercial paper. Short-term ratings are also used to indicate the
creditworthiness of an obligor with respect to put features on long-term
obligations. The result is a dual rating, in which the short-term ratings
address the put feature, in addition to the usual long-term rating. Medium-term
notes are assigned long-term ratings.
LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based, in varying degrees, on the following
considerations:
- Likelihood of payment -- capacity and willingness of the obligor to
meet its financial commitment on an obligation in accordance with the terms
of the obligation;
- Nature of and provisions of the obligation;
- Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization, or other arrangement under the laws
of bankruptcy and other laws affecting creditors' rights.
The issue rating definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower
I-1
than senior obligations, to reflect the lower priority in bankruptcy, as noted
above. (Such differentiation applies when an entity has both senior and
subordinated obligations, secured and unsecured obligations, or operating
company and holding company obligations.) Accordingly, in the case of junior
debt, the rating may not conform exactly with the category definition.
AAA: An obligation rated "AAA" has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.
AA: An obligation rated "AA" differs from the highest-rated obligations only
in small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
A: An obligation rated "A" is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in higher
rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB: An obligation rated "BBB" exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.
SPECULATIVE GRADE
BB, B, CCC, CC, C: Obligations rated "BB", "B", "CCC", "CC" and "C" are
regarded as having significant speculative characteristics. "BB" indicates the
least degree of speculation and "C" the highest. While such obligations will
likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated "BB" is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.
B: An obligation rated "B" is more vulnerable to nonpayment than obligations
rated "BB", but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.
CCC: An obligation rated "CCC" is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse
I-2
business, financial, or economic conditions, the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.
CC: An obligation rated "CC" is currently highly vulnerable to nonpayment.
C: A subordinated debt or preferred stock obligation rated "C" is CURRENTLY
HIGHLY VULNERABLE to nonpayment. The "C" rating may be used to cover a situation
where a bankruptcy petition has been filed or similar action taken, but payments
on this obligation are being continued. A "C" also will be assigned to a
preferred stock issue in arrears on dividends or sinking fund payments, but that
is currently paying.
D: An obligation rated "D" is in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The "D" rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.
Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
r: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating.
N.R.: This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular obligation as a matter of policy.
SHORT-TERM ISSUE CREDIT RATINGS
A-1: A short-term obligation rated "A-1" is rated in the highest category by
S&P. The obligor's capacity to meet its financial commitment on the obligation
is strong. Within this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet its financial
commitment on these obligations is extremely strong.
A-2: A short-term obligation rated "A-2" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated "A-3" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more
I-3
likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
B: A short-term obligation rated "B" is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.
C: A short-term obligation rated "C" is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.
D: A short-term obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.
MOODY'S INVESTORS SERVICE INC. -- A brief description of the applicable
Moody's Investors Service, Inc. (Moody's) rating symbols and their meanings (as
published by Moody's) follows:
Aaa: Obligations rated Aaa are judged to be of the highest quality with
minimal credit risk.
Aa: Obligations rated Aa are judged to be of high quality and are subject to
very low credit risk.
A: Obligations rated A are considered upper-medium grade and are subject to
low credit risk.
Baa: Obligations rated Baa are subject to moderate credit risk. They are
considered medium-grade and as such may possess certain speculative
characteristics.
Ba: Obligations rated Ba are judged to have speculative elements and are
subject to substantial credit risk.
B: Obligations rated B are considered speculative and are subject to high
credit risk.
Caa: Obligations rated Caa are judged to be of poor standing and are subject
to very high credit risk.
Ca: Obligations rated Ca are highly speculative and are likely in, or very
near, default, with some prospect of recovery of principal and interest.
I-4
C: Obligations rated C are the lowest rated class of bonds, and are typically
in default, with little prospect for recovery of principal or interest.
Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.
Moody's assigns long-term ratings to individual debt securities issued from
medium-term note (MTN) programs, in addition to indicating ratings to MTN
programs themselves. Notes issued under MTN programs with such indicated ratings
are rated at issuance at the rating applicable to all pari passu notes issued
under the same program, at the program's relevant indicated rating, provided
such notes do not exhibit any of the characteristics listed below:
-- Notes containing features that link interest or principal to the
credit performance of any third party or parties.
-- Notes allowing for negative coupons, or negative principal.
-- Notes containing any provision that could obligate the investor to
make any additional payments.
-- Notes containing provisions that subordinate the claim.
For notes with any of these characteristics, the rating of the individual note
may differ from the indicated rating of the program.
Market participants must determine whether any particular note is rated, and
if so, at what rating level. Moody's encourages market participants to contact
Moody's Ratings Desks directly or visit www.moodys.com directly if they have
questions regarding ratings for specific notes issued under a medium-term note
program. Unrated notes issued under an MTN program may be assigned an NR symbol.
I-5
SHORT-TERM RATINGS
Moody's short-term ratings are opinions of the ability of issuers to honor
short-term financial obligations. Ratings may be assigned to issuers, short-term
programs or to individual short-term debt instruments. Such obligations
generally have an original maturity not exceeding thirteen months, unless
explicitly noted. Moody's employs the following designations to indicate the
relative repayment ability of rated issuers:
P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to
repay short-term debt obligations.
P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay short-term debt obligations.
P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability
to repay short-term obligations.
NP
Issuers (or supporting institutions) rated Not Prime do not fall within any of
the Prime rating categories.
NOTE: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced
by the senior-most long-term rating of the issuer, its guarantor or
support-provider.
I-6
[VAN KAMPEN INVESTMENTS LOGO]
THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE
SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 30, 2005
STATEMENT OF ADDITIONAL INFORMATION
RELATING TO THE ACQUISITION OF THE ASSETS AND LIABILITIES OF
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST,
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST
AND
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS
BY AND IN EXCHANGE FOR SHARES OF
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
DATED AUGUST , 2005
This Statement of Additional Information is available to the shareholders
of Van Kampen Advantage Pennsylvania Municipal Income Trust ("Advantage
Pennsylvania Municipal Income Trust"), Van Kampen Pennsylvania Quality Municipal
Trust ("Pennsylvania Quality Municipal Trust") and Van Kampen Trust for
Investment Grade Pennsylvania Municipals ("Trust for Investment Grade
Pennsylvania Municipals") (each a "Target Fund" and collectively the "Target
Funds") in connection with proposed reorganizations (each a "Reorganization" and
collectively the "Reorganizations") whereby Van Kampen Pennsylvania Value
Municipal Income Trust (the "Acquiring Fund") will acquire substantially all of
the assets and assume substantially all of the liabilities of the Target Funds
in exchange for an equal aggregate value of newly-issued common shares of
beneficial interest, par value $0.01 per share ("Acquiring Fund Common Shares"),
and newly-issued auction preferred shares with a par value of $0.01 per share
and a liquidation preference of $25,000 per share ("Acquiring Fund APS"). The
Target Funds will distribute Acquiring Fund Common Shares to common shareholders
of the Target Funds and Acquiring Fund APS to preferred shareholders of the
Target Funds, and will then terminate their registrations under the Investment
Company Act of 1940, as amended (the "1940 Act"), and dissolve under applicable
state law. A copy of a form of the Agreement and Plan of Reorganization between
each Target Fund and the Acquiring Fund is attached hereto as Appendix A. Unless
otherwise defined herein, capitalized terms have the meanings given to them in
the Joint Proxy Statement/Prospectus.
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Joint Proxy Statement/Prospectus dated August ,
2005 relating to the proposed Reorganizations of the Target Funds into the
Acquiring Fund. A copy of the Joint Proxy Statement/Prospectus may be obtained,
without charge, by writing to the Van Kampen Client Relations Department at 1
Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555 or by
calling (800) 341-2929 (TDD users may call (800) 421-2833).
The Acquiring Fund will provide, without charge, upon the written or oral
request of any person to whom this Statement of Additional Information is
delivered, a copy of any and all documents that have been incorporated by
reference in the registration statement of which this Statement of Additional
Information is a part.
S-1
TABLE OF CONTENTS
Trustees and Officers....................................... S-3
Investment Advisory Agreement............................... S-15
Other Agreements............................................ S-17
Fund Management............................................. S-18
Code of Ethics.............................................. S-21
Portfolio Transactions and Brokerage Allocation............. S-21
Other Information........................................... S-24
Financial Statements........................................ S-25
Pro Forma Financial Statements.............................. S-25
Appendix A -- Form of Agreement and Plan of
Reorganization............................................ A-1
Appendix B -- Certificate of Vote of Trustees Establishing
Preferred Shares.......................................... B-1
Appendix C -- Annual Report of the Acquiring Fund........... C-1
Appendix D -- Semi-Annual Report of Acquiring Fund.......... D-1
Appendix E -- Annual Report of Advantage Pennsylvania
Municipal Income Trust.................................... E-1
Appendix F -- Semi-Annual Report of Advantage Pennsylvania
Municipal Income Trust.................................... F-1
Appendix G -- Annual Report of Pennsylvania Quality
Municipal Trust........................................... G-1
Appendix H -- Semi-Annual Report of Pennsylvania Quality
Municipal Trust........................................... H-1
Appendix I -- Annual Report of Trust for Investment Grade
Pennsylvania Municipals................................... I-1
Appendix J -- Semi-Annual Report of Trust for Investment
Grade Pennsylvania Municipals............................. J-1
Appendix K -- Proxy Voting Policy and Procedures............ K-1
Appendix L -- Pro Forma Financial Statements................ L-1
S-2
TRUSTEES AND OFFICERS
GENERAL
The business and affairs of each Fund are managed under the direction of
each Fund's Board of Trustees and each Fund's officers appointed by the Board of
Trustees. The Acquiring Fund and the Target Funds share the same Board of
Trustees and executive officers. The tables below list the trustees and
executive officers of the Funds and their principal occupations during the last
five years, other directorships held by trustees and their affiliations, if any,
with Van Kampen Investments Inc. ("Van Kampen Investments"), Van Kampen Asset
Management (the "Adviser"), Van Kampen Funds Inc. (the "Administrator"), Van
Kampen Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor Services
Inc. ("Investor Services"). The term "Fund Complex" includes each of the
investment companies advised by the Adviser as of the date of this Statement of
Additional Information. Trustees of the Funds generally serve three-year terms
or until their successors are duly elected and qualified. Officers are annually
elected by the trustees.
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 OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
David C. Arch (59) Trustee Trustee since Chairman and Chief Executive 82 Trustee/Director/
Blistex Inc. 1991 for Officer of Blistex Inc., a Managing General
1800 Swift Drive Pennsylvania consumer health care products Partner of funds in
Oak Brook, IL 60523 Quality manufacturer. Director of the the Fund Complex.
Municipal Heartland Alliance, a
Trust; 1992 nonprofit organization
for Advantage serving human needs based in
Pennsylvania Chicago. Director of St.
Municipal Vincent de Paul Center, a
Income Trust Chicago based day care
and Trust for facility serving the children
Investment of low income families. Board
Grade member of the Illinois
Pennsylvania Manufacturers' Association.
Municipals;
and 1993 for
the Acquiring
Fund
Jerry D. Choate (66) Trustee Trustee of Prior to January 1999, 80 Trustee/Director/
33971 Selva Road the Funds Chairman and Chief Executive Managing General
Suite 130 since 2003 Officer of the Allstate Partner of funds in
Dana Point, CA 92629 Corporation ("Allstate") and the Fund Complex.
Allstate Insurance Company. Director of Amgen
Prior to January 1995, Inc., a
President and Chief Executive biotechnological
Officer of Allstate. Prior to company, and Director
August 1994, various of Valero Energy
management positions at Corporation, an
Allstate. independent refining
company.
S-3
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
Rod Dammeyer+ (64) Trustee Trustee since President of CAC, L.L.C., a 82 Trustee/Director/
CAC, L.L.C. 1991 for private company offering Managing General
4350 LaJolla Village Drive Pennsylvania capital investment and Partner of funds in
Suite 980 Quality management advisory services. the Fund Complex.
San Diego, CA 92122-6223 Municipal Prior to February 2001, Vice Director of
Trust; 1992 Chairman and Director of Stericycle, Inc.,
for Advantage Anixter International, Inc., Ventana Medical
Pennsylvania a global distributor of wire, Systems, Inc., and
Municipal cable and communications GATX Corporation, and
Income Trust connectivity products. Prior Trustee of The
and Trust for to July 2000, Managing Scripps Research
Investment Partner of Equity Group Institute. Prior to
Grade Corporate Investment (EGI), a January 2005, Trustee
Pennsylvania company that makes private of the University of
Municipals; investments in other Chicago Hospitals and
and 1993 for companies. Health Systems. Prior
the Acquiring to April 2004,
Fund 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).
Linda Hutton Heagy (56) Trustee Trustee of Managing Partner of Heidrick 80 Trustee/Director/
Heidrick & Struggles the Funds & Struggles, an executive Managing General
233 South Wacker Drive since 2003 search firm. Trustee on the Partner of funds in
Suite 7000 University of Chicago the Fund Complex.
Chicago, IL 60606 Hospitals Board, Vice Chair
of the Board of the YMCA of
Metropolitan Chicago and a
member of the Women's Board
of the University of Chicago.
Prior to 1997, Partner of Ray
& Berndtson, Inc., an
executive recruiting firm.
Prior to 1996, Trustee of The
International House Board, a
fellowship and housing
organization for
international graduate
students. Prior to 1995,
Executive Vice President of
ABN AMRO, N.A., a bank
holding company. Prior to
1990, Executive Vice
President of The Exchange
National Bank.
S-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 OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
R. Craig Kennedy (53) Trustee Trustee of Director and President of the 80 Trustee/Director/
1744 R Street, NW the Funds German Marshall Fund of the Managing General
Washington, DC 20009 since 2003 United States, an independent Partner of funds in
U.S. foundation created to the Fund Complex.
deepen understanding, promote
collaboration and stimulate
exchanges of practical
experience between Americans
and Europeans. Formerly,
advisor to the Dennis Trading
Group Inc., a managed futures
and option company that
invests money for individuals
and institutions. Prior to
1992, President and Chief
Executive Officer, Director
and member of the Investment
Committee of the Joyce
Foundation, a private
foundation.
Howard J Kerr (69) Trustee Trustee since Prior to 1998, President and 82 Trustee/Director/
736 North Western Avenue 1992 Target Chief Executive Officer of Managing General
P.O. Box 317 Funds; 1993 Pocklington Corporation, Partner of funds in
Lake Forest, IL 60045 Acquiring Inc., an investment holding the Fund Complex.
Fund company. Director of the Director of the Lake
Marrow Foundation. Forest Bank & Trust.
Jack E. Nelson (69) Trustee Trustee of President of Nelson 80 Trustee/Director/
423 Country Club Drive the Funds Investment Planning Services, Managing General
Winter Park, FL 32789 since 2003 Inc., a financial planning Partner of funds in
company and registered the Fund Complex.
investment adviser in the
State of Florida. President
of Nelson Ivest Brokerage
Services Inc., a member of
the NASD, Securities
Investors Protection Corp.
and the Municipal Securities
Rulemaking Board. President
of Nelson Sales and Services
Corporation, a marketing and
services company to support
affiliated companies.
Hugo F. Sonnenschein+ (64) Trustee Trustee of President Emeritus and 82 Trustee/Director/
1126 E. 59th Street the Funds Honorary Trustee of the Managing General
Chicago, IL 60637 since 1994 University of Chicago and the Partner of funds in
Adam Smith Distinguished the Fund Complex.
Service Professor in the Director of Winston
Department of Economics at Laboratories, Inc.
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.
S-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 OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
Suzanne H. Woolsey, Ph.D. (63) Trustee Trustee of Chief Communications Officer 80 Trustee/Director/
815 Cumberstone Road the Funds of the National Academy of Managing General
Harwood, MD 20776 since 2003 Sciences/National Research Partner of funds in
Council, an independent, the Fund Complex.
federally chartered policy Director of Fluor
institution, from 2001 to Corp., an
November 2003 and Chief engineering,
Operating Officer from 1993 procurement and
to 2001. Director of the construction
Institute for Defense organization, since
Analyses, a federally funded January 2004 and
research and development Director of Neurogen
center, Director of the Corporation, a
German Marshall Fund of the pharmaceutical
United States, Director of company, since
the Rocky Mountain Institute January 1998.
and Trustee of Colorado
College. Prior to 1993,
Executive Director of the
Commission on Behavioral and
Social Sciences and Education
at the National Academy of
Sciences/National Research
Council. From 1980 through
1989, Partner of Coopers &
Lybrand.
S-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 OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
Mitchell M. Merin* (51) Trustee and Trustee of President and Chief Executive 80 Trustee/Director/
1221 Avenue of the Americas President the Funds Officer of funds in the Fund Managing General
New York, NY 10020 since 2003; Complex. Chairman, President, Partner of funds in
President of Chief Executive Officer and the Fund Complex.
the Funds Director of the Adviser and Van
since 2003 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.
S-7
NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE FUNDS SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
Richard F. Powers, III* (59) Trustee Trustee of Advisory Director of Morgan 82 Trustee/Director/
1221 Avenue of the Americas the Funds Stanley. Prior to December Managing General
New York, NY 10020 since 1999 2002, Chairman, Director, Partner of funds in
President, Chief Executive the Fund Complex.
Officer and Managing Director
of Van Kampen Investments and
its 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* (65) Trustee Trustee Partner in the law firm of 82 Trustee/Director/
333 West Wacker Drive since 1991 Skadden, Arps, Slate, Meagher & Managing General
Chicago, IL 60606 for Flom LLP, legal counsel to Partner of funds in
Pennsylvania funds in the Fund Complex. the Fund Complex.
Quality Director of the
Municipal Abraham Lincoln
Trust; 1992 Presidential
for Foundation.
Advantage
Pennsylvania
Municipal
Income Trust
and Trust
for
Investment
Grade
Pennsylvania
Municipals;
and 1993 for
the
Acquiring
Fund
------------------------------------
* Such trustee is an "interested person" (within the meaning of Section 2(a)(19)
of the 1940 Act). Messrs. Merin and Powers are interested persons of funds in
the Fund Complex and the Adviser by reason of their current or former
positions with Morgan Stanley or its affiliates. Mr. Whalen is an interested
person of certain 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.
+ Designated as Preferred Shares Trustee.
S-8
OFFICERS
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 of Executive Vice President and Principal Executive Officer
1221 Avenue of the Americas President and the Funds of Funds in the Fund Complex since May 2003. Chief
New York, NY 10020 Principal since 2003 Executive Officer and Chairman of Investor Services.
Executive Managing Director of Morgan Stanley. Chief Administrative
Officer Officer, Managing Director and Director of Morgan Stanley
Investment Advisors Inc., Morgan Stanley Services Company
Inc. and Managing Director and 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 of Managing Director and Chief Investment Officer of Morgan
1221 Avenue of the Americas President and the Funds Stanley Investment Advisors Inc., Morgan Stanley
New York, NY 10020 Chief Investment since 2002 Investment Management Inc. and Morgan Stanley Investments
Officer LP and 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.
Amy R. Doberman (43) Vice President Officer of Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas the Funds Management; Managing Director of Morgan Stanley Investment
New York, NY 10020 since 2004 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 Officer of Executive Director of Morgan Stanley Investment
1221 Avenue of the Americas and Secretary the Funds Management. Vice President and Secretary of funds in the
New York, NY 10020 since 2003 Fund Complex.
John L. Sullivan (49) Chief Compliance Officer Chief Compliance Officer of funds in the Fund Complex
1 Parkview Plaza Officer since 1991 since August 2004. Prior to August 2004, Director and
Oakbrook Terrace, IL 60181 for Managing Director of Van Kampen Investments, the Adviser,
Pennsylvania Van Kampen Advisors Inc. and certain other subsidiaries of
Quality Van Kampen Investments, Vice President, Chief Financial
Municipal Officer and Treasurer of funds in the Fund Complex and
Trust; 1992 head of Fund Accounting for Morgan Stanley Investment
for Management. Prior to December 2002, Executive Director of
Advantage Van Kampen Investments, the Adviser and Van Kampen
Pennsylvania Advisors Inc.
Municipal
Income Trust
and Trust
for
Investment
Grade
Pennsylvania
Municipals;
and 1993 for
the
Acquiring
Fund
S-9
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
James W. Garrett (36) Chief Financial Officer of Executive Director of Morgan Stanley Investment
1221 Avenue of the Americas Officer and the Funds Management. Chief Financial Officer and Treasurer of
New York, NY 10020 Treasurer since 2005 Morgan Stanley Institutional Funds since 2002 and of funds
in the Fund Complex since 2005.
COMPENSATION
Each trustee/director/managing general partner (hereinafter referred to in
this section as "trustee") who is not an affiliated person (as defined in the
1940 Act) of Van Kampen Investments, the Adviser or the Administrator (each a
"Non-Affiliated Trustee") is compensated by an annual retainer and meeting fees
for services to funds in the Fund Complex. Each fund in the Fund Complex (except
Van Kampen Exchange Fund) provides a deferred compensation plan to its
Non-Affiliated Trustees that allows trustees to defer receipt of their
compensation until retirement and earn a return on such deferred amounts.
Amounts deferred are retained by the Funds and earn a rate of return determined
by reference to the return on the common shares of the Funds or other funds in
the Fund Complex as selected by the respective Non-Affiliated Trustee. To the
extent permitted by the 1940 Act, the Funds 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 Funds. Deferring compensation has the same economic effect as if
the Non-Affiliated Trustee reinvested his or her compensation into the Funds.
Each fund in the Fund Complex (except Van Kampen Exchange Fund) 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. Under the retirement plan, a Non-Affiliated Trustee who is
receiving compensation from the Funds 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) and retires at or after attaining the age of
60, is eligible to receive a retirement benefit per year for each of the 10
years following such retirement from the Funds. 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 Funds.
S-10
Additional information regarding compensation and benefits for trustees of
each Fund is set forth below for the periods described in the notes accompanying
the table.
COMPENSATION TABLE
Fund Complex
-----------------------------------------------
Aggregate Compensation from: Aggregate Aggregate
------------------------------------------------------- Pension or Estimated Total
Advantage Trust for Retirement Maximum Annual Compensation
Pennsylvania Pennsylvania Investment Benefits Benefits from the before
Municipal Quality Grade Accrued as Fund Complex Deferral from
Income Municipal Pennsylvania Acquiring Part of Upon Fund
Name(1) Trust(2) Trust(3) Municipals(4) Fund(5) Expenses(6) Retirement(7) Complex(8)
------- ------------ ------------ ------------- --------- ----------- ----------------- -------------
INDEPENDENT TRUSTEES
David C. Arch $1,921 $2,466 $2,437 $1,943 $ 35,277 $147,500 $192,530
Jerry D. Choate 2,444 3,237 3,192 2,472 82,527 126,000 200,002
Rod Dammeyer 1,927 2,472 2,443 1,949 63,782 147,500 208,000
Linda Hutton Heagy 2,243 3,036 2,991 2,271 24,465 142,500 184,784
R. Craig Kennedy 2,444 3,237 3,192 2,472 16,911 142,500 200,002
Howard J Kerr 2,127 2,672 2,643 2,149 140,743 146,250 208,000
Jack E. Nelson 2,444 3,237 3,192 2,472 97,294 109,500 200,002
Hugo F. Sonnenschein 2,127 2,672 2,643 2,149 64,476 147,500 208,000
Suzanne H. Woolsey 2,444 3,237 3,192 2,472 58,450 142,500 200,002
INTERESTED TRUSTEE
Wayne W. Whalen(1) 2,127 2,672 2,643 2,149 72,001 147,500 208,000
------------------------------------
(1) Trustees not eligible for compensation are not included in the Compensation
Table. Mr. Whalen is an "interested person" (within the meaning of Section
2(a)(19) of the 1940 Act) of each Fund and certain other funds in the Fund
Complex. Theodore A. Myers retired as a member of the Board of Trustees of
each Fund and other funds in the Fund Complex on December 31, 2003. J. Miles
Branagan retired as a member of the Board of Trustees of each Fund and other
funds in the Fund Complex on December 31, 2004.
(2) The amounts shown in this column represent the aggregate compensation before
deferral with respect to Advantage Pennsylvania Municipal Income Trust's
fiscal year ended October 31, 2004. The following trustees deferred
compensation from Advantage Pennsylvania Municipal Income Trust during the
fiscal year ended October 31, 2004: Mr. Choate, $2,444; Mr. Dammeyer,
$1,927; Ms. Heagy, $2,243; Mr. Nelson, $2,444; Mr. Sonnenschein, $2,127; and
Mr. Whalen, $2,127. The cumulative deferred compensation (including
interest) accrued with respect to each trustee from Advantage Pennsylvania
Municipal Income Trust as of October 31, 2004 is as follows: Mr. Choate,
$3,247; Mr. Dammeyer, $40,187; Ms. Heagy, $3,089; Mr. Kerr, $27,798; Mr.
Nelson, $3,219; Mr. Sonnenschein, $35,224; and Mr. Whalen, $34,364. The
deferred compensation plan is described above the Compensation Table.
(3) The amounts shown in this column represent the aggregate compensation before
deferral with respect to Pennsylvania Quality Municipal Trust's fiscal year
ended October 31, 2004. The following trustees deferred compensation from
Pennsylvania Quality Municipal Trust during the fiscal year ended October
31, 2004: Mr. Choate, $3,237; Mr. Dammeyer, $2,472; Ms. Heagy, $3,036; Mr.
Nelson, $3,237; Mr. Sonnenschein, $2,672; and Mr. Whalen, $2,672. The
cumulative deferred compensation (including interest) accrued with respect
to each trustee from
S-11
Pennsylvania Quality Municipal Trust as of October 31, 2004 is as follows:
Mr. Choate, $4,284; Mr. Dammeyer, $44,973; Ms. Heagy, $4,139; Mr. Kerr,
$28,208; Mr. Nelson, $4,246; Mr. Sonnenschein, $39,350; and Mr. Whalen,
$38,851. The deferred compensation plan is described above the Compensation
Table.
(4) The amounts shown in this column represent the aggregate compensation before
deferral with respect to Trust for Investment Grade Pennsylvania Municipals'
fiscal year ended October 31, 2004. The following trustees deferred
compensation from Trust for Investment Grade Pennsylvania Municipals during
the fiscal year ended October 31, 2004: Mr. Choate, $3,192; Mr. Dammeyer,
$2,443; Ms. Heagy, $2,991; Mr. Nelson, $3,192; Mr. Sonnenschein, $2,643; and
Mr. Whalen, $2,643. The cumulative deferred compensation (including
interest) accrued with respect to each trustee from Trust for Investment
Grade Pennsylvania Municipals as of October 31, 2004 is as follows: Mr.
Choate, $4,225; Mr. Dammeyer, $44,834; Ms. Heagy, $4,080; Mr. Kerr, $28,187;
Mr. Nelson, $4,188; Mr. Sonnenschein, $39,219; and Mr. Whalen, $38,710. The
deferred compensation plan is described above the Compensation Table.
(5) The amounts shown in this column represent the aggregate compensation before
deferral with respect to the Acquiring Fund's fiscal year ended October 31,
2004. The following trustees deferred compensation from the Acquiring Fund
during the fiscal year ended October 31, 2004: Mr. Choate, $2,472; Mr.
Dammeyer, $1,949; Ms. Heagy, $2,271; Mr. Nelson, $2,472; Mr. Sonnenschein,
$2,149; and Mr. Whalen, $2,149. The cumulative deferred compensation
(including interest) accrued with respect to each trustee from the Acquiring
Fund as of October 31, 2004 is as follows: Mr. Choate, $3,285; Mr. Dammeyer,
$40,254; Ms. Heagy, $3,128; Mr. Kerr, $27,797; Mr. Nelson, $3,257; Mr.
Sonnenschein, $35,303; and Mr. Whalen, $34,424. The deferred compensation
plan is described above the Compensation Table.
(6) The amounts shown in this column represent the sum of the retirement
benefits accrued by the operating funds in the Fund Complex for each of the
trustees for the funds' respective fiscal years ended in 2004. The
retirement plan is described above the Compensation Table.
(7) For each trustee, this is the sum of the estimated maximum annual benefits
payable by the funds in the Fund Complex for each year of the 10-year period
commencing in the year of such person's anticipated retirement. The
retirement plan is described above the Compensation Table.
(8) The amounts shown in this column represent the aggregate compensation paid
by all of the funds in the Fund Complex as of 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
The Board of Trustees of each Fund has the same three standing committees
(an audit committee, a brokerage and services committee and a governance
committee). Each committee is comprised solely of "Independent Trustees," which
is defined for purposes herein as trustees who: (1) are not "interested persons"
of the Funds as defined by the 1940 Act and (2) are "independent" of the Funds
as defined by the New York Stock Exchange, American Stock Exchange and Chicago
Stock Exchange listing standards.
S-12
Each Board's audit committee consists of Jerry D. Choate, Rod Dammeyer and
R. Craig Kennedy. In addition to being Independent Trustees as defined above,
each of these trustees also meets the additional independence requirements for
audit committee members as defined by the New York Stock Exchange, American
Stock Exchange and Chicago Stock Exchange listing standards. Each audit
committee makes recommendations to its Board of Trustees concerning the
selection of its Fund's independent registered public accounting firm, reviews
with such independent registered public accounting firm the scope and results of
its Fund's annual audit and considers any comments which the independent
registered public accounting firm may have regarding its Fund's financial
statements, books of account or internal controls. Each Board of Trustees has
adopted a formal written charter for its audit committee which sets forth the
audit committee's responsibilities. Each audit committee has reviewed and
discussed the financial statements of its Fund with management as well as with
the independent registered public accounting firm of the Fund, and discussed
with the independent registered public accounting firm the matters required to
be discussed under the Statement of Auditing Standards No. 61. Each audit
committee has received the written disclosures and the letter from the
independent registered public accounting firm required under Independence
Standards Board Standard No. 1 and has discussed with the independent registered
public accounting firm its independence. Based on this review, each audit
committee recommended to its Board of Trustees that its 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 SEC.
Each Board's brokerage and services committee consists of Linda Hutton
Heagy, Hugo F. Sonnenschein and Suzanne H. Woolsey. Each brokerage and services
committee reviews its Fund's allocation of brokerage transactions and
soft-dollar practices.
Each Board's governance committee consists of David C. Arch, Howard J Kerr
and Jack E. Nelson. In addition to being Independent Trustees as defined above,
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. Each governance
committee identifies individuals qualified to serve as Independent Trustees on
its Board and on committees of the Board, advises its Board with respect to
Board composition, procedures and committees, develops and recommends to its
Board a set of corporate governance principles applicable to the Fund, monitors
corporate governance matters and makes recommendations to its 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 each Fund select and nominate any other nominee Independent Trustees for each
Fund. While the Independent Trustees of each Fund expect to be able to continue
to identify from their own resources an ample number of qualified candidates for
each Board of Trustees as they deem appropriate, they will consider nominations
from shareholders to each Board. Nominations from shareholders should be in
writing and sent to the Independent Trustees of the Funds at the Funds' offices
1221 Avenue of the Americas, New York, New York 10020 or directly to the
Independent Trustees at the address specified above for each trustee.
During each Fund's last fiscal year, each Board of Trustees held 16
meetings. During each Fund's last fiscal year, the audit committee of each Board
held five meetings,
S-13
the brokerage and services committee of each Board held four meetings and the
governance committee of each Board held five meetings.
SHARE OWNERSHIP
Excluding any deferred compensation balances as described in the
Compensation Table, as of December 31, 2004, the most recently completed
calendar year prior to the date of this Statement of Additional Information,
each trustee of Advantage Pennsylvania Municipal Income Trust, Pennsylvania
Quality Municipal Trust, Trust for Investment Grade Pennsylvania Municipals and
the Acquiring Fund beneficially owned equity securities of each such Fund and of
all of the funds in the Fund Complex overseen by the trustee in the dollar range
amounts specified below.
2004 TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
INDEPENDENT TRUSTEES
TRUSTEE
-----------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
-------- ------- -------- -------- -------- ------- ------- ------------ --------
Dollar range of equity securities
in Advantage Pennsylvania
Municipal Income Trust............
Dollar range of equity securities
in Pennsylvania Quality Municipal
Trust.............................
Dollar range of equity securities
in Trust for Investment Grade
Pennsylvania Municipals...........
Dollar range of equity securities
in the Acquiring Fund.............
Aggregate dollar range of equity
securities in all registered
investment companies overseen by
trustee in the Fund Complex....... $50,001- $1- over $50,001- over $1- $1- $10,001- $10,001-
$100,000 $10,000 $100,000 $100,000 $100,000 $10,000 $10,000 $50,000 $50,000
INTERESTED TRUSTEES
TRUSTEE
----------------------------
MERIN POWERS WHALEN
-------- -------- --------
Dollar range of equity securities in Advantage Pennsylvania
Municipal Income Trust.....................................
Dollar range of equity securities in Pennsylvania Quality
Municipal Trust............................................
Dollar range of equity securities in Trust for Investment
Grade Pennsylvania Municipals..............................
Dollar range of equity securities in the Acquiring Fund.....
Aggregate dollar range of equity securities in all
registered investment companies overseen by trustee in the
Fund Complex............................................... over over over
$100,000 $100,000 $100,000
S-14
Including deferred compensation balances (which are amounts deferred and
thus retained by the Funds as described in the Compensation Table), as of
December 31, 2004, the most recently completed calendar year prior to the date
of this Statement of Additional Information, each trustee of the Fund had in the
aggregate, combining beneficially owned equity securities and deferred
compensation of the Fund and of all of the funds in the Fund Complex overseen by
the trustee, the dollar range of amounts specified below.
2004 TRUSTEE BENEFICIAL OWNERSHIP AND DEFERRED COMPENSATION
INDEPENDENT TRUSTEES
TRUSTEE
--------------------------------------------------------------------------------------------
ARCH CHOATE DAMMEYER HEAGY KENNEDY KERR NELSON SONNENSCHEIN WOOLSEY
-------- -------- -------- -------- -------- -------- -------- ------------ --------
Dollar range of equity
securities and deferred
compensation in Advantage
Pennsylvania Municipal Income
Trust..........................
Dollar range of equity
securities and deferred
compensation in Pennsylvania
Quality Municipal Trust........
Dollar range of equity
securities and deferred
compensation in Trust for
Investment Grade Pennsylvania
Municipals.....................
Dollar range of equity
securities and deferred
compensation in the Acquiring
Fund...........................
Aggregate dollar range of equity
securities and deferred
compensation in all registered
investment companies overseen
by trustee in Fund Complex..... $50,001- over over over over over over over $10,000-
$100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $50,001
INTERESTED TRUSTEES
TRUSTEE
------------------------------
MERIN POWERS WHALEN
----- ------ ------
Dollar range of equity
securities and deferred
compensation in Advantage
Pennsylvania Municipal Income
Trust..........................
Dollar range of equity
securities and deferred
compensation in Pennsylvania
Quality Municipal Trust........
Dollar range of equity
securities and deferred
compensation in Trust for
Investment Grade Pennsylvania
Municipals.....................
Dollar range of equity
securities and deferred
compensation in the Acquiring
Fund...........................
Aggregate dollar range of equity
securities and deferred
compensation in all registered
investment companies overseen
by trustee in the Fund
Complex........................ over over over
$100,000 $100,000 $100,000
INVESTMENT ADVISORY AGREEMENT
Each Fund and the Adviser are parties to an investment advisory agreement
(each an "Advisory Agreement"). Under each Advisory Agreement, a Fund retains
the Adviser to manage the investment of such Fund's assets, including the
placing of orders for the purchase and sale of portfolio securities. The Adviser
obtains and evaluates economic, statistical and financial information to
formulate strategy and implement such Fund's investment objective. The Adviser
also furnishes offices, necessary facilities and equipment, provides
administrative services to such Fund, renders periodic reports to such Fund's
S-15
Board of Trustees and permits its officers and employees to serve without
compensation as trustees or officers of such Fund if elected to such positions.
A Fund, however, bears the costs of its day-to-day operations, including auction
agent fees, fees for broker-dealers participating in auctions of such Fund's
APS, custodian fees, legal and independent registered public accounting firm
fees, the costs of reports and proxies to shareholders, compensation of trustees
of such Fund (other than those who are affiliated persons of Van Kampen
Investments, the Adviser or the Administrator) and all other ordinary business
expenses not specifically assumed by the Adviser. Each Advisory Agreement also
provides that the Adviser shall not be liable to a Fund for any actions or
omissions in the absence of willful misfeasance, bad faith, negligence or
reckless disregard of its obligations and duties under such Advisory Agreement.
Each Advisory Agreement may be continued from year to year if specifically
approved at least annually (a)(i) by a Fund's Board of Trustees or (ii) by a
vote of a majority of a Fund's outstanding voting securities and (b) by a vote
of a majority of the trustees who are not parties to the agreement or interested
persons of any such party by votes cast in person at a meeting called for such
purpose. Each Advisory Agreement provides that it shall terminate automatically
if assigned and that it may be terminated without penalty by either party on 60
days' written notice.
In approving each Advisory Agreement, the Board of Trustees of each Fund,
including the non-interested trustees, considered the nature, quality and scope
of the services provided by the Adviser, the performance, fees and expenses of a
Fund compared to other similar investment companies, the Adviser's expenses in
providing the services and the profitability of the Adviser and its affiliated
companies. The Board of Trustees of each Fund also reviewed the benefit to the
Adviser of receiving research paid for by Fund assets and the propriety of such
an arrangement and evaluated other benefits the Adviser derives from its
relationship with a Fund. The Board of Trustees of each Fund considered the
extent to which any economies of scale experienced by the Adviser are shared
with a Fund's shareholders, and the propriety of existing and alternative
breakpoints in a Fund's advisory fee schedule. The Board of Trustees of each
Fund considered comparative advisory fees of a Fund and other investment
companies at different asset levels. The Board of Trustees of each Fund reviewed
reports from third parties about the foregoing factors and considered changes,
if any, in such items since its previous approval. The Board of Trustees of each
Fund discussed the financial strength of the Adviser and its affiliated
companies and the capability of the personnel of the Adviser. The Board of
Trustees of each Fund reviewed the statutory and regulatory requirements for
approval of advisory agreements. The Board of Trustees of each Fund, including
the non-interested trustees, evaluated all of the foregoing and determined, in
the exercise of its business judgment, that approval of each Advisory Agreement
was in the best interests of the respective Fund and its shareholders.
S-16
ADVISORY FEES
FISCAL YEAR ENDED OCTOBER 31,
------------------------------------
2004 2003 2002
---------- ---------- ----------
The Adviser received the approximate advisory
fees from each Fund as follows:
Advantage Pennsylvania Municipal Income Trust.... $ 683,500 $ 692,000 $ 684,000
Pennsylvania Quality Municipal Trust............. 1,213,200 1,227,600 1,208,500
Trust for Investment Grade Pennsylvania
Municipals..................................... 1,183,000 1,194,400 1,179,700
Acquiring Fund................................... 704,600 708,200 695,500
OTHER AGREEMENTS
ADMINISTRATIVE SERVICES AGREEMENT
Each Fund was a party to an administrative services agreement. The
administrative services provided by the Administrator to each Fund included
record keeping and reporting responsibilities with respect to each Fund's
portfolio and preferred shares and providing certain services to shareholders.
Prior to May 14, 2002, each Fund paid the Administrator a monthly administrative
services fee at the annual rate of 0.20% of the average net assets of each Fund.
Prior to June 1, 2004, each Fund paid the Administrator a monthly administrative
services fee at the annual rate of 0.05% of the average net assets of each Fund.
Effective June 1, 2004, the administrative services fee was reduced from 0.05%
to 0.00%. The administrative services agreement for each Fund was terminated
effective May 26, 2005.
ADMINISTRATIVE SERVICES FEES
FISCAL YEAR ENDED OCTOBER 31,
-----------------------------
2004 2003 2002
------- -------- --------
Van Kampen Funds Inc. received the approximate
administrative services fees from each Fund as
follows:
Advantage Pennsylvania Municipal Income Trust.......... $33,400 $ 57,700 $147,600
Pennsylvania Quality Municipal Trust................... 59,100 102,300 260,600
Trust for Investment Grade Pennsylvania Municipals..... 57,700 99,500 254,600
Acquiring Fund......................................... 34,300 59,000 150,129
ACCOUNTING SERVICES AGREEMENT
Each Fund has entered into an accounting services agreement pursuant to
which the Adviser provides accounting services to each Fund supplementary to
those provided by the custodian. Such services are expected to enable each Fund
to more closely monitor and maintain its accounts and records. Each Fund pays
all costs and expenses related to such services, including all salary and
related benefits of accounting personnel, as well as the overhead and expenses
of office space and the equipment necessary to render such services. Each Fund
shares together with the other Van Kampen funds in the cost of providing such
services with 25% of such costs shared proportionately based on the respective
number of classes of securities issued per fund and the remaining 75% of such
costs based proportionately on the respective net assets per fund.
S-17
ACCOUNTING SERVICES FEES
FISCAL YEAR ENDED OCTOBER 31,
------------------------------
2004 2003 2002
-------- -------- --------
The Adviser received the approximate accounting services
fees from each Fund as follows:
Advantage Pennsylvania Municipal Income Trust............ $13,500 $14,200 $15,400
Pennsylvania Quality Municipal Trust..................... 16,600 18,100 19,200
Trust for Investment Grade Pennsylvania Municipals....... 16,300 16,700 19,200
Acquiring Fund........................................... 13,500 14,400 15,400
LEGAL SERVICES AGREEMENT
Each Fund and certain other Van Kampen funds have entered into legal
services agreements pursuant to which Van Kampen Investments provides legal
services, including without limitation, accurate maintenance of each fund's
minute books and records, preparation and oversight of each fund's regulatory
reports and other information provided to shareholders, as well as responding to
day-to-day legal issues on behalf of the funds. Payment by the funds for such
services is made on a cost basis for the salary and salary-related benefits,
including but not limited to bonuses, group insurance and other regular wages
for the employment of personnel. Of the total costs for legal services provided
to the funds, one half of such costs are allocated equally to each fund and the
remaining one half of such costs are allocated to specific funds based on
monthly time records.
LEGAL SERVICES FEES
FISCAL YEAR ENDED OCTOBER 31,
------------------------------
2004 2003 2002
-------- -------- --------
Van Kampen Investments received the approximate legal
services fees from each Fund as follows:
Advantage Pennsylvania Municipal Income Trust............ $13,100 $13,100 $10,200
Pennsylvania Quality Municipal Trust..................... 13,200 14,800 10,700
Trust for Investment Grade Pennsylvania Municipals....... 14,600 14,800 10,700
Acquiring Fund........................................... 12,800 13,400 9,800
FUND MANAGEMENT
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS
As of October 31, 2004, Dennis Pietrzak managed 16 registered investment
companies with a total of approximately $4.4 billion in assets; he did not
manage any other accounts.
As of October 31, 2004, Robert Wimmel managed 36 registered investment
companies with a total of approximately $11.0 billion in assets; he did not
manage any other accounts.
As of October 31, 2004, John R. Reynoldson managed 33 registered investment
companies with a total of approximately $7.8 billion in assets; he did not
manage any other accounts.
S-18
Because the portfolio managers manage assets for other investment
companies, pooled investment vehicles, and/or other accounts (including
institutional clients, pension plans and certain high net worth individuals),
there may be an incentive to favor one client over another resulting in
conflicts of interest. For instance, the Adviser may receive fees from certain
accounts that are higher than the fee it receives from the Funds, or it may
receive a performance-based fee on certain accounts. In those instances, the
portfolio managers may have an incentive to favor the higher and/or
performance-based fee accounts over the Funds. The portfolio managers of the
Funds do not currently manage assets for other investment companies, pooled
investment vehicles or other accounts that charge a performance fee. The Adviser
has adopted trade allocation and other policies and procedures that it believes
are reasonably designed to address these and other conflicts of interest.
PORTFOLIO MANAGER COMPENSATION STRUCTURE
Portfolio managers receive a combination of base compensation and
discretionary compensation, comprised of a cash bonus and several deferred
compensation programs described below. The methodology used to determine
portfolio manager compensation is applied across all accounts managed by the
portfolio manager.
BASE SALARY COMPENSATION. Generally, portfolio managers receive base
salary compensation based on the level of their position with the Adviser.
DISCRETIONARY COMPENSATION. In addition to base compensation, portfolio
managers may receive discretionary compensation.
Discretionary compensation can include:
- Cash Bonus;
- Morgan Stanley's Equity Incentive Compensation Program (EICP) awards -- a
mandatory program that defers a portion of discretionary year-end
compensation into restricted stock units or other awards based on Morgan
Stanley common stock that are subject to vesting and other conditions;
- Investment Management Deferred Compensation Plan (IMDCP) awards -- a
mandatory program that defers a portion of discretionary year-end
compensation and notionally invests it in designated funds advised by the
Adviser or its affiliates. The award is subject to vesting and other
conditions. Portfolio managers must notionally invest a minimum of 25% to
a maximum of 50% of the IMDCP deferral into a combination of the
designated funds they manage that are included in the IMDCP fund menu;
- Select Employees' Capital Accumulation Program (SECAP) awards -- a
voluntary program that permits employees to elect to defer a portion of
their discretionary year-end compensation and notionally invest the
deferred amount across a range of designated investment funds, including
funds advised by the Adviser or its affiliates, and
- Voluntary Equity Incentive Compensation Program (VEICP) awards -- a
voluntary program that permits employees to elect to defer a portion of
their discretionary year-end compensation to invest in Morgan Stanley
stock units.
S-19
Several factors determine discretionary compensation, which can vary by
portfolio management team and circumstances. In order of relative importance,
these factors include:
- Investment performance. A portfolio manager's compensation is linked to
the pre-tax investment performance of the accounts managed by the
portfolio manager. Investment performance is calculated for one-, three-
and five-year periods measured against a fund's primary benchmark (as set
forth in the fund's prospectus), indices and/or peer groups. Generally,
the greatest weight is placed on the three- and five-year periods.
- Revenues generated by the investment companies, pooled investment
vehicles and other accounts managed by the portfolio manager.
- Contribution to the business objectives of the Adviser.
- The dollar amount of assets managed by the portfolio manager.
- Market compensation survey research by independent third parties.
- Other qualitative factors, such as contributions to client objectives.
- Performance of Morgan Stanley and Morgan Stanley Investment Management,
and the overall performance of the Global Investor Group, a department
within Morgan Stanley Investment Management that includes all investment
professionals.
Occasionally, to attract new hires or to retain key employees, the total
amount of compensation will be guaranteed in advance of the fiscal year end
based on current market levels. In limited circumstances, the guarantee may
continue for more than one year. The guaranteed compensation is based on the
same factors as those comprising overall compensation described above.
SECURITIES OWNERSHIP OF PORTFOLIO MANAGERS
[As of October 31, 2004, the dollar range of securities beneficially owned
by each portfolio manager in each Fund is shown below:
Dennis Pietrzak--[ ];(1)
Robert Wimmel--[ ];(1)
John R. Reynoldson--[ ].(1)
------------
(1) Includes amounts held directly or notionally in each Fund through certain
defined contribution and/or deferred compensation programs.]
[As of each Fund's fiscal year end, none of the portfolio managers owned
equity securities in any of the Funds.]
S-20
CODE OF ETHICS
The Funds, and the Adviser have adopted a Code of Ethics (the "Code of
Ethics") that sets forth general and specific standards relating to the
securities trading activities of their employees. The Code of Ethics does not
prohibit employees from acquiring securities that may be purchased or held by
the Funds, but is intended to ensure that all employees conduct their personal
transactions in a manner that does not interfere with the portfolio transactions
of the Funds or other Van Kampen funds, or that such employees take unfair
advantage of their relationship with the Funds. Among other things, the Code of
Ethics prohibits certain types of transactions absent prior approval, imposes
various trading restrictions (such as time periods during which personal
transactions may or may not be made) and requires quarterly reporting of
securities transactions and other reporting matters. All reportable securities
transactions and other required reports are to be reviewed by appropriate
personnel for compliance with the Code of Ethics. Additional restrictions apply
to portfolio managers, traders, research analysts and others who may have access
to nonpublic information about the trading activities of the Funds or other Van
Kampen funds or who otherwise are involved in the investment advisory process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION
The Adviser is responsible for decisions to buy and sell securities for the
Funds, the selection of brokers and dealers to effect the transactions and the
negotiation of prices and any brokerage commissions on such transactions. While
the Adviser will be primarily responsible for the placement of each Fund's
portfolio business, the policies and practices in this regard are subject to
review by each Fund's Board of Trustees.
As most transactions made by a Fund are principal transactions at net
prices, a Fund generally incurs little or no brokerage costs. The portfolio
securities in which a Fund invests are normally purchased directly from the
issuer or in the over-the-counter market from an underwriter or market maker for
the securities. Purchases from underwriters of portfolio securities include a
commission or concession paid by the issuer to the underwriter and purchases
from dealers serving as market makers include a spread or markup to the dealer
between the bid and asked price. Sales to dealers are effected at bid prices. A
Fund may also purchase certain money market instruments directly from an issuer,
in which case no commissions or discounts are paid, or may purchase and sell
listed securities on an exchange, which are effected through brokers who charge
a commission for their services.
The Adviser is responsible for placing portfolio transactions and does so
in a manner deemed fair and reasonable to each Fund and not according to any
formula. The primary consideration in all portfolio transactions is prompt
execution of orders in an effective manner at the most favorable price. In
selecting broker-dealers and in negotiating prices and any brokerage commissions
on such transactions, the Adviser considers the firm's reliability, integrity
and financial condition and the firm's execution capability, the size and
breadth of the market for the security, the size of and difficulty in executing
the order, and the best net price. There are many instances when, in the
judgment of the Adviser, more than one firm can offer comparable execution
services. In selecting among such firms,
S-21
consideration may be given to those firms which supply research and other
services in addition to execution services. The Adviser is authorized to pay
higher commissions to brokerage firms that provide it with investment and
research information than to firms which do not provide such services if the
Adviser determines that such commissions are reasonable in relation to the
overall services provided. No specific value can be assigned to such research
services which are furnished without cost to the Adviser. Since statistical and
other research information is only supplementary to the research efforts of the
Adviser and still must be analyzed and reviewed by its staff, the receipt of
research information is not expected to reduce its expenses materially. The
investment advisory fee is not reduced as a result of the Adviser's receipt of
such research services. Services provided may include (a) furnishing advice as
to the value of securities, the advisability of investing in, purchasing or
selling securities, and the availability of securities or purchasers or sellers
of securities; (b) furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy, and the
performance of accounts; and (c) effecting securities transactions and
performing functions incidental thereto (such as clearance, settlement and
custody). Research services furnished by firms through which a Fund effects its
securities transactions may be used by the Adviser in servicing all of its
advisory accounts; not all of such services may be used by the Adviser in
connection with a Fund.
The Adviser also may place portfolio transactions, to the extent permitted
by law, with brokerage firms affiliated with a Fund and the Adviser if it
reasonably believes that the quality of execution and the commission are
comparable to that available from other qualified firms.
The Adviser may place portfolio transactions at or about the same time for
other advisory accounts, including other investment companies. The Adviser seeks
to allocate portfolio transactions equitably whenever concurrent decisions are
made to purchase or sell securities for a Fund and another advisory account. In
some cases, this procedure could have an adverse effect on the price or the
amount of securities available to a Fund. In making such allocations among a
Fund and other advisory accounts, the main factors considered by the Adviser are
the respective sizes of such Fund and other advisory accounts, the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment, the size of
investment commitments generally held and opinions of the persons responsible
for recommending the investment.
Certain broker-dealers, through which a Fund may effect securities
transactions, are affiliated persons (as defined in the 1940 Act) of a Fund or
affiliated persons of such affiliates, including Morgan Stanley or its
subsidiaries. Each Fund's Board of Trustees has adopted certain policies
incorporating the standards of Rule 17e-1 issued by the SEC under the 1940 Act
which require that the commissions paid to affiliates of the Fund must be
reasonable and fair compared to the commissions, fees or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities during a comparable period of time.
The rule and procedures also contain review requirements and require the Adviser
to furnish reports to the trustees and to maintain records in connection with
such reviews. After consideration of all factors deemed relevant, the trustees
will consider from time to time whether the advisory fee for each
S-22
Fund will be reduced by all or a portion of the brokerage commission paid to
affiliated brokers.
No Fund paid commissions to affiliated brokers during the last three fiscal
years. The Funds paid the following commissions to brokers during the fiscal
years shown:
AFFILIATED BROKERS
ALL BROKERS MORGAN STANLEY DW INC.
----------- ----------------------
ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST
Commissions Paid:
Fiscal year ended October 31,
2004.............................. 0 0
Fiscal year ended October 31,
2003.............................. 0 0
Fiscal year ended October 31,
2002.............................. 0 0
PENNSYLVANIA QUALITY MUNICIPAL TRUST
Commissions Paid:
Fiscal year ended October 31,
2004.............................. 0 0
Fiscal year ended October 31,
2003.............................. 0 0
Fiscal year ended October 31,
2002.............................. 0 0
TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS
Commissions Paid:
Fiscal year ended October 31,
2004.............................. 0 0
Fiscal year ended October 31,
2003.............................. 0 0
Fiscal year ended October 31,
2002.............................. 0 0
ACQUIRING FUND
Commissions Paid:
Fiscal year ended October 31,
2004.............................. 0 0
Fiscal year ended October 31,
2003.............................. 0 0
Fiscal year ended October 31,
2002.............................. 0 0
FISCAL YEAR 2004 PERCENTAGES:
Acquiring Fund
Commissions with affiliate to total
commissions....................... 0%
Value of brokerage transactions with
affiliate to total transactions... 0%
Advantage Pennsylvania Municipal Income
Trust
Commissions with affiliate to total
commissions....................... 0%
Value of brokerage transactions with
affiliate to total transactions... 0%
S-23
Pennsylvania Quality Municipal Trust
Commissions with affiliate to total
commissions....................... 0%
Value of brokerage transactions with
affiliate to total transactions... 0%
Trust for Investment Grade Pennsylvania
Municipals
Commissions with affiliate to total
commissions....................... 0%
Value of brokerage transactions with
affiliate to total transactions... 0%
During the fiscal year ended October 31, 2004, no Fund paid no brokerage
commissions to brokers selected primarily on the basis of research services
provided to the Adviser.
OTHER INFORMATION
CUSTODY OF ASSETS
All securities owned by the Funds and all cash, including proceeds from the
sale of securities in each Fund's investment portfolio, are held by State Street
Bank and Trust Company, 225 West Franklin Street, Boston, Massachusetts 02110,
as custodian. The custodian also provides accounting services to the Funds.
PROXY VOTING POLICY AND PROCEDURES AND PROXY VOTING RECORD
The Funds' Proxy Voting Policy and Procedures are included as Appendix K to
this Statement of Additional Information. Information on how each Fund voted
proxies relating to portfolio securities during the most recent twelve-month
period ended June 30 is available without charge, upon request, by calling (800)
341-2929 or by visiting our web site at www.vankampen.com. This information is
also available on the SEC's web site at http://www.sec.gov.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
An independent registered public accounting firm for the Funds performs an
annual audit of each Fund's financial statements. Each Fund's Board of Trustees
has engaged , located at , to be each Fund's independent
registered public accounting firm.
S-24
FINANCIAL STATEMENTS
Incorporated herein by reference and included in their respective
entireties are (i) the audited financial statements of the Acquiring Fund for
the fiscal year ended October 31, 2004, as included in Appendix C hereto, (ii)
the unaudited financial statements of the Acquiring Fund for the six-month
period ended April 30, 2005, as included as Appendix D hereto, (iii) the audited
financial statements of Advantage Pennsylvania Municipal Income Trust, dated
October 31, 2004, as included as Appendix E hereto; (iv) the unaudited financial
statements of Advantage Pennsylvania Municipal Income Trust for the six-month
period ended April 30, 2005, as included as Appendix F hereto; (v) the audited
financial statements of Pennsylvania Quality Municipal Trust, dated October 31,
2004, as included as Appendix G hereto; (vi) the unaudited financial statements
of Pennsylvania Quality Municipal Trust for the six-month period ended April 30,
2005, as included as Appendix H hereto; (vii) the audited financial statements
of Trust for Investment Grade Pennsylvania Municipals, dated October 31, 2004,
as included as Appendix I hereto; and the unaudited financial statements of
Trust for Investment Grade Pennsylvania Municipals for the six-month period
ended April 30, 2005, as included as Appendix J hereto.
PRO FORMA FINANCIAL STATEMENTS
Set forth in Appendix L hereto are unaudited pro forma financial statements
of the Acquiring Fund giving effect to the Reorganization which include: (i) Pro
Forma Condensed Statements of Assets and Liabilities at January 31, 2005, (ii)
Pro Forma Condensed Statement of Operations for the one year period ended
January 31, 2005 and (iii) Pro Forma Portfolio of Investments at January 31,
2005.
S-25
APPENDIX A
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
In order to consummate the Reorganization and in consideration of the
promises and the covenants and agreements hereinafter set forth, and intending
to be legally bound, Van Kampen XXXXXX, a registered closed-end investment
company, File No. 811-XXXX (the "Target Fund") and Van Kampen XXXXXX (the
"Acquiring Fund"), a registered closed-end investment company, File No.
811-XXXX, each hereby agree as follows:
1. Representations and Warranties of the Acquiring Fund.
The Acquiring Fund represents and warrants to, and agrees with, the
Target Fund that:
(a) The Acquiring Fund is a trust, with transferable shares, duly
organized, validly existing and in good standing in conformity
with the laws of its jurisdiction of organization, and has the
power to own all of its assets and to carry out this
Agreement. The Acquiring Fund has all necessary federal, state
and local authorizations to carry on its business as it is now
being conducted and to carry out this Agreement.
(b) The Acquiring Fund is duly registered under the Investment
Company Act of 1940, as amended (the "1940 Act") as a
[non-]diversified, closed-end management investment company
and such registration has not been revoked or rescinded and is
in full force and effect. The Acquiring Fund has elected and
qualified for the special tax treatment afforded regulated
investment companies ("RICs") under Section 851 of the
Internal Revenue Code (the "Code") at all times since its
inception and intends to continue to so qualify until
consummation of the reorganization contemplated hereby (the
"Reorganization") and thereafter.
(c) The Target Fund has been furnished with the Acquiring Fund's
Annual Report to Shareholders for the fiscal year ended XXXX,
2004, and the audited financial statements appearing therein,
having been audited by [ ], independent
registered public accounting firm, fairly present the
financial position of the Acquiring Fund as of the respective
dates indicated, in conformity with accounting principles
generally accepted in the United States applied on a
consistent basis.
(d) An unaudited statement of assets, liabilities and capital of
the Acquiring Fund and an unaudited schedule of investments of
the Acquiring Fund, each as of the Valuation Time (as defined
in Section 3(e) of this Agreement), will be furnished to the
Target Fund, at or prior to the Closing Date (as defined in
Section 7(a) herein), for the purpose of determining the
number of Acquiring Fund Common Shares and Acquiring Fund APS
to be issued pursuant to Section 3(a) of this Agreement; each
will fairly present the financial position of the Acquiring
Fund as of the Valuation Time in conformity with generally
accepted accounting principles applied on a consistent basis.
(e) The Acquiring Fund has full power and authority to enter into
and perform its obligations under this Agreement. The
execution, delivery and performance of this Agreement has been
duly authorized by all necessary action of its Board of
Trustees, and this Agreement constitutes a valid and binding
contract enforceable in accordance with its terms, subject to
the effects of bankruptcy, insolvency, moratorium, fraudulent
conveyance and similar
A-1
laws relating to or affecting creditors' rights generally and
court decisions with respect thereto.
(f) There are no material legal, administrative or other
proceedings pending or, to the knowledge of the Acquiring
Fund, threatened against it which assert liability on the part
of the Acquiring Fund or which materially affect its financial
condition or its ability to consummate the Reorganization. The
Acquiring Fund is not charged with or, to the best of its
knowledge, threatened with any violation or investigation of
any possible violation of any provisions of any federal, state
or local law or regulation or administrative ruling relating
to any aspect of its business.
(g) The Acquiring Fund is not obligated under any provision of its
Declaration of Trust, as amended, or its by-laws, as amended,
and is not a party to any contract or other commitment or
obligation, and is not subject to any order or decree which
would be violated by its execution of or performance under
this Agreement, except insofar as the Funds have mutually
agreed to amend such contract or other commitment or
obligation to cure any potential violation as a condition
precedent to the Reorganization.
(h) There are no material contracts outstanding to which the
Acquiring Fund is a party that have not been disclosed in the
N-14 Registration Statement (as defined in subsection (k)
below) or that will not otherwise be disclosed to the Target
Fund prior to the Valuation Time.
(i) The Acquiring Fund has no known liabilities of a material
amount, contingent or otherwise, other than those shown on its
statements of assets, liabilities and capital referred to in
subsection (c) above, those incurred in the ordinary course of
its business as an investment company, and those incurred in
connection with the Reorganization. As of the Valuation Time,
the Acquiring Fund will advise the Target Fund in writing of
all known liabilities, contingent or otherwise, whether or not
incurred in the ordinary course of business, existing or
accrued as of such time, except to the extent disclosed in the
financial statements referred to in subsection (c) above.
(j) No consent, approval, authorization or order of any court or
government authority is required for the consummation by the
Acquiring Fund of the Reorganization, except such as may be
required under the Securities Act of 1933, as amended (the
"1933 Act"), the Securities Exchange Act of 1934, as amended
(the "1934 Act") and the 1940 Act or state securities laws
(which term as used herein shall include the laws of the
District of Columbia and Puerto Rico).
(k) The registration statement filed by the Acquiring Fund on Form
N-14, which includes the proxy statement of the Target Fund
and the Acquiring Fund with respect to the transactions
contemplated herein (the "Joint Proxy Statement/Prospectus"),
and any supplement or amendment thereto or to the documents
therein (as amended or supplemented, the "N-14 Registration
Statement"), on its effective date, at the time of the
shareholders' meetings referred to in Section 8(a) and Section
9(a) of this Agreement and at the Closing Date, insofar as it
relates to the Acquiring Fund, (i) complied or will comply in
all material respects with the provisions of the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations
thereunder and (ii) did not or will not contain any
A-2
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Joint
Proxy Statement/Prospectus included therein did not or will
not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements
therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the
representations and warranties in this subsection only shall
apply to statements in or omissions from the N-14 Registration
Statement made in reliance upon and in conformity with
information furnished by the Acquiring Fund for use in the
N-14 Registration Statement.
(l) The Acquiring Fund is authorized to issue an unlimited number
of common shares of beneficial interest, par value $.01 per
share (the "Acquiring Fund Common Shares"), and XXXX preferred
shares of beneficial interest, par value $.01 per share. The
Board of Trustees of the Acquiring Fund has designated XXXX
preferred shares as Auction Preferred Shares ("Acquiring Fund
APS"). Each outstanding Acquiring Fund Common Share and each
Acquiring Fund APS of the Acquiring Fund is fully paid and,
except as provided in Section 5.1 of the Acquiring Fund's
Declaration of Trust, nonassessable, and has full voting
rights.
(m) The Acquiring Fund Common Shares and the Acquiring Fund APS to
be issued to the Target Fund pursuant to this Agreement will
have been duly authorized and, when issued and delivered
pursuant to this Agreement, will be legally and validly issued
and will be fully paid and, except as provided in Section 5.1
of the Acquiring Fund's Declaration of Trust, nonassessable
and will have full voting rights, and no shareholder of the
Acquiring Fund will have any preemptive right of subscription
or purchase in respect thereof.
(n) At or prior to the Closing Date, the Acquiring Fund Common
Shares to be transferred to the Target Fund for distribution
to the shareholders of the Target Fund on the Closing Date
will be duly qualified for offering to the public in all
states of the United States in which the sale of shares of the
Funds presently are qualified, and there will be a sufficient
number of such shares registered under the 1933 Act and, as
may be necessary, with each pertinent state securities
commission to permit the transfers contemplated by this
Agreement to be consummated.
(o) At or prior to the Closing Date, the Acquiring Fund APS to be
transferred to the Target Fund on the Closing Date will be
duly qualified for offering to the public in all states of the
United States in which the sale of APS of the Target Fund
presently are qualified, and there are a sufficient number of
Acquiring Fund APS registered under the 1933 Act and with each
pertinent state securities commission to permit the transfers
contemplated by this Agreement to be consummated.
(p) At or prior to the Closing Date, the Acquiring Fund will have
obtained any and all regulatory, trustee and shareholder
approvals necessary to issue the Acquiring Fund Common Shares
and the Acquiring Fund APS to the Target Fund.
(q) The Acquiring Fund has filed, or intends to file, or has
obtained extensions to file, all federal, state and local tax
returns which are required to be filed by it, and has paid or
has obtained extensions to pay, all federal, state and local
taxes shown on said returns to be due and owing and all
assessments received by it, up to and including the taxable
year in which the Closing Date occurs. All tax liabilities of
the Acquiring Fund have been adequately provided for on its
books, and no tax deficiency or liability of the Acquiring
Fund has been asserted and no question with respect thereto
has been raised by the Internal Revenue Service or by any
state or local tax authority for taxes in excess of those
already paid, up to and including the taxable year in which
the Closing Date occurs.
(r) The Acquiring Fund has elected to qualify and has qualified as
a RIC as of and since its inception; has been a RIC under the
Code at all times since the end of its first taxable year when
it so qualified; qualifies and will continue to qualify as a
RIC under the Code; and has satisfied the distribution
requirements imposed by the Code for each of its taxable
years.
2. Representations and Warranties of the Target Fund.
The Target Fund represents and warrants to, and agrees with, the
Acquiring Fund that:
(a) The Target Fund is a trust, with transferable shares, duly
organized, validly existing and in good standing in conformity
with the laws of the jurisdiction of its organization, and has
the power to own all of its assets and to carry out this
Agreement. The Target Fund has all necessary federal, state
and local authorizations to carry on its business as it is now
being conducted and to carry out this Agreement.
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(b) The Target Fund is duly registered under the 1940 Act as a
[non-]diversified, closed-end management investment company,
and such registration has not been revoked or rescinded and is
in full force and effect. The Target Fund has elected and
qualified for the special tax treatment afforded RICs under
Section 851 of the Code at all times since its inception, and
intends to continue to so qualify through its taxable year
ending upon liquidation.
(c) As used in this Agreement, the term "Target Fund Investments"
shall mean (i) the investments of the Target Fund shown on the
schedule of its investments as of the Valuation Time furnished
to the Acquiring Fund; and (ii) all other assets owned by the
Target Fund or liabilities incurred as of the Valuation Time.
(d) The Target Fund has full power and authority to enter into and
perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement has been duly
authorized by all necessary action of its Board of Trustees
and this Agreement constitutes a valid and binding contract
enforceable in accordance with its terms, subject to the
effects of bankruptcy, insolvency, moratorium, fraudulent
conveyance and similar laws relating to or affecting
creditors' rights generally and court decisions with respect
thereto.
(e) The Acquiring Fund has been furnished with the Target Fund's
Annual Report to Shareholders for the fiscal year ended XXXX,
2004, and the audited financial statements appearing therein,
having been audited by [ ], independent
registered public accounting firm, fairly present the
financial position of the Target Fund as of the respective
dates indicated, in conformity with accounting principles
generally accepted in the United States applied on a
consistent basis.
(f) An unaudited statement of assets, liabilities and capital of
the Target Fund and an unaudited schedule of investments of
the Target Fund, each as of the Valuation Time, will be
furnished to the Acquiring Fund at or prior to the Closing
Date for the purpose of determining the number of shares of
Acquiring Fund Common Shares and Acquiring Fund APS to be
issued to the Target Fund pursuant to Section 3 of this
Agreement; each will fairly present the financial position of
the Target Fund as of the Valuation Time in conformity with
generally accepted accounting principles applied on a
consistent basis.
(g) There are no material legal, administrative or other
proceedings pending or, to the knowledge of the Target Fund,
threatened against it which assert liability on the part of
the Target Fund or which materially affect its financial
condition or its ability to consummate the Reorganization. The
Target Fund is not charged with or, to the best of its
knowledge, threatened with any violation or investigation of
any possible violation of any provisions of any federal, state
or local law or regulation or administrative ruling relating
to any aspect of its business.
(h) There are no material contracts outstanding to which the
Target Fund is a party that have not been disclosed in the
N-14 Registration Statement or will not otherwise be disclosed
to the Acquiring Fund prior to the Valuation Time.
(i) The Target Fund is not obligated under any provision of its
Declaration of Trust, as amended, or its by-laws, as amended,
or a party to any contract or other commitment or obligation,
and is not subject to any order or decree which would be
violated by its execution of or performance under this
Agreement, except insofar as the Funds have
A-4
mutually agreed to amend such contract or other commitment or
obligation to cure any potential violation as a condition
precedent to the Reorganization.
(j) The Target Fund has no known liabilities of a material amount,
contingent or otherwise, other than those shown on its
statements of assets, liabilities and capital referred to
above, those incurred in the ordinary course of its business
as an investment company and those incurred in connection with
the Reorganization. As of the Valuation Time, the Target Fund
will advise the Acquiring Fund in writing of all known
liabilities, contingent or otherwise, whether or not incurred
in the ordinary course of business, existing or accrued as of
such time.
(k) The Target Fund has filed, or intends to file, or has obtained
extensions to file, all federal, state and local tax returns
which are required to be filed by it, and has paid or has
obtained extensions to pay, all federal, state and local taxes
shown on said returns to be due and owing and all assessments
received by it, up to and including the taxable year in which
the Closing Date occurs. All tax liabilities of the Target
Fund have been adequately provided for on its books, and no
tax deficiency or liability of the Target Fund has been
asserted and no question with respect thereto has been raised
by the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid, up to and
including the taxable year in which the Closing Date occurs.
(l) At both the Valuation Time and the Closing Date, the Target
Fund will have full right, power and authority to sell,
assign, transfer and deliver the Target Fund Investments. At
the Closing Date, subject only to the obligation to deliver
the Target Fund Investments as contemplated by this Agreement,
the Target Fund will have good and marketable title to all of
the Target Fund Investments, and the Acquiring Fund will
acquire all of the Target Fund Investments free and clear of
any encumbrances, liens or security interests and without any
restrictions upon the transfer thereof (except those imposed
by the federal or state securities laws and those
imperfections of title or encumbrances as do not materially
detract from the value or use of the Target Fund Investments
or materially affect title thereto).
(m) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Target Fund of the Reorganization, except such as may be
required under the 1933 Act, the 1934 Act, the 1940 Act or
state securities laws.
(n) The N-14 Registration Statement, on its effective date, at the
time of the shareholders' meetings called to vote on this
Agreement and on the Closing Date, insofar as it relates to
the Target Fund (i) complied or will comply in all material
respects with the provisions of the 1933 Act, the 1934 Act and
the 1940 Act and the rules and regulations thereunder, and
(ii) did not or will not contain any untrue statement of a
material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein
not misleading; and the Joint Proxy Statement/Prospectus
included therein did not or will not contain any untrue
statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in
this subsection shall apply only to statements in or omissions
from the N-14 Registration Statement made in reliance upon and
in conformity with information furnished by the Target Fund
for use in the N-14 Registration Statement.
A-5
(o) The Target Fund is authorized to issue an unlimited number of
common shares of beneficial interest, par value $.01 per share
(the "Target Fund Common Shares"), and XXXX preferred shares
of beneficial interest, par value $.01 per share. The Board of
Trustees of the Acquiring Fund has designated XXXX preferred
shares as Target Fund Preferred Shares (the "Target Fund
Preferred Shares"). Each outstanding Target Fund Common Share
and each of the outstanding Target Fund Preferred Shares is
fully paid and, except as provided in Section 5.1 of the
Target Fund's Declaration of Trust, nonassessable, and has
full voting rights.
(p) All of the issued and outstanding Target Fund Common Shares
and Target Fund Preferred Shares were offered for sale and
sold in conformity with all applicable federal and state
securities laws.
(q) The books and records of the Target Fund made available to the
Acquiring Fund and/or its counsel are substantially true and
correct and contain no material misstatements or omissions
with respect to the operations of the Target Fund.
(r) The Target Fund will not sell or otherwise dispose of any of
the Acquiring Fund Common Shares or Acquiring Fund APS to be
received in the Reorganization, except in distribution to the
shareholders of the Target Fund, as provided in Section 3 of
this Agreement.
(s) The Target Fund has elected to qualify and has qualified as a
"RIC" under the Code as of and since its inception; has been a
RIC under the Code at all times since the end of its first
taxable year when it so qualified; qualifies and will continue
to qualify as a RIC under the Code for its taxable year ending
upon its liquidation; and has satisfied the distribution
requirements imposed by the Code for each of its taxable
years.
3. The Reorganization.
(a) Subject to receiving the requisite approvals of the
shareholders of the Target Fund, and to the other terms and
conditions contained herein, (i) the Target Fund agrees to
convey, transfer and deliver to the Acquiring Fund and the
Acquiring Fund agrees to acquire from the Target Fund, on the
Closing Date, all of the Target Fund Investments (including
interest accrued as of the Valuation Time on debt
instruments), and assume substantially all of the liabilities
of the Target Fund, in exchange for that number of Target Fund
Common Shares and Target Fund Preferred Shares provided in
Section 4 of this Agreement. Pursuant to this Agreement, as
soon as practicable after the Closing Date, the Target Fund
will distribute all Acquiring Fund Common Shares and Acquiring
Fund APS received by it to its shareholders in exchange for
their Target Fund Common Shares and Target Fund Preferred
Shares. Such distributions shall be accomplished by the
opening of shareholder accounts on the share ledger records of
the Acquiring Fund in the amounts due the shareholders of the
Target Fund based on their respective holdings in the Target
Fund as of the Valuation Time.
(b) If it is determined that the portfolios of the Target Fund and
the Acquiring Fund, when aggregated, would contain investments
exceeding certain percentage limitations imposed upon the
Acquiring Fund with respect to such investments, the Target
Fund, if requested by the Acquiring Fund, will dispose of a
sufficient amount of such investments as may be necessary to
avoid violating such limitations as of the Closing Date.
Notwithstanding the foregoing, (a) nothing herein will require
the Target Fund to dispose of any portfolios, securities or
other investments, if, in the reasonable judgment of the
Target Fund's trustees or investment adviser, such disposition
would adversely affect the tax-free nature of the
Reorganization for federal income tax purposes or would
otherwise not be in the best interests of the Target Fund, and
(b) nothing will permit the Target Fund to dispose of any
portfolio securities or other investments if, in the
reasonable judgment of the Acquiring Fund's trustees or
investment adviser, such disposition would adversely affect
the tax-free nature of the Reorganization for federal income
tax purposes or would otherwise not be in the best interests
of the Acquiring Fund.
(c) Prior to the Closing Date, the Target Fund shall declare a
dividend or dividends which, together with all such previous
dividends, shall have the effect of distributing to their
respective shareholders all of their respective net investment
company taxable income to and including the Closing Date, if
any (computed without regard to any deduction for dividends
paid), and all of its net capital gain, if any, realized to
and including the Closing Date. In this regard and in
connection with the Reorganization, the last dividend period
for the Target Fund Preferred Shares prior to the Closing Date
may be shorter than the dividend period for such Target Fund
Preferred Shares determined as set forth in the applicable
Certificate of Vote pertaining to such Target Fund Preferred
Shares.
(d) The Target Fund will pay or cause to be paid to the Acquiring
Fund any interest the Target Fund receives on or after the
Closing Date with respect to any of the Target Fund
Investments transferred to the Acquiring Fund hereunder.
A-6
(e) The Valuation Time shall be 4:00 p.m., Eastern time, on XXXX,
2005, or such earlier or later day and time as may be mutually
agreed upon in writing (the "Valuation Time").
(f) Recourse for liabilities assumed from the Target Fund by the
Acquiring Fund in the Reorganization will be limited to the
net assets acquired by the Acquiring Fund. The known
liabilities of the Target Fund, as of the Valuation Time,
shall be confirmed to the Acquiring Fund pursuant to Section
2(j) of this Agreement.
(g) The Target Fund will be terminated following the Closing Date
by terminating its registration under the 1940 Act and its
organization under Pennsylvania law and will withdraw its
authority to do business in any state where it is required to
do so.
4. Issuance and Valuation of Acquiring Fund Common Shares and Acquiring
Fund APS in the Reorganization.
Acquiring Fund Common Shares and Acquiring Fund APS of an aggregate net asset
value or aggregate liquidation preference, as the case may be, equal to the
value of the assets of the Target Fund acquired in the Reorganization determined
as hereinafter provided, reduced by the amount of liabilities of the Target Fund
assumed by the Acquiring Fund in the Reorganization, shall be issued by the
Acquiring Fund to the Target Fund in exchange for such assets of the Target
Fund. The Acquiring Fund will issue to the Target Fund (i) a number of Acquiring
Fund Common Shares, the aggregate net asset value of which will equal the
aggregate net asset value of the Target Fund Common Shares, determined as set
forth below, and (ii) a number of Acquiring Fund APS, the aggregate liquidation
preference and value of which will equal the aggregate liquidation preference
and value of the Target Fund Preferred Shares, determined as set forth below.
The net asset value of each of the Funds and the liquidation preference and
value of each of the Target Fund Preferred Shares and the Acquiring Fund APS
shall be determined as of the Valuation Time in accordance with the regular
procedures of the investment adviser, and no formula will be used to adjust the
net asset value so determined of any Fund to take into account differences in
realized and unrealized gains and losses. Values in all cases shall be
determined as of the Valuation Time. The value of the Target Fund Investments to
be transferred to the Acquiring Fund shall be determined pursuant to the regular
procedures of the investment adviser.
Such valuation and determination shall be made by the Acquiring Fund in
cooperation with the Target Fund and shall be confirmed in writing by the
Acquiring Fund to the Target Fund. The net asset value per share of the
Acquiring Fund Common Shares and the liquidation preference and value per share
of the Acquiring Fund APS shall be determined in accordance with such procedures
and the Acquiring Fund shall certify the computations involved. For purposes of
determining the net asset value of each of a Target Fund Common Share and an
Acquiring Fund Common Share, the value of the securities held by the applicable
Fund plus any cash or other assets (including interest accrued but not yet
received) minus all liabilities (including accrued expenses) and the aggregate
liquidation value of the outstanding shares of Target Fund Preferred Shares or
Acquiring Fund APS, as the case may be, is divided by the total number of Target
Fund Common Shares or Acquiring Fund Common Shares, as the case may be,
outstanding at such time.
A-7
The Acquiring Fund shall issue to the Target Fund separate certificates or
share deposit receipts for the Acquiring Fund Common Shares and the Acquiring
Fund APS, each registered in the name of the Target Fund. The Target Fund shall
then distribute the Acquiring Fund Common Shares and the Acquiring Fund APS to
the holders of Target Fund Common Shares and Target Fund Preferred Shares by
redelivering the certificates or share deposit receipts evidencing ownership of
(i) the Acquiring Fund Common Shares to EquiServe Trust Company, N.A., as the
transfer agent and registrar for the Acquiring Fund Common Shares, for
distribution to the holders of Target Fund Common Shares on the basis of such
holder's proportionate interest in the aggregate net asset value of the Target
Fund Common Shares and (ii) the Acquiring Fund APS to Deutsche Bank Trust
Company Americas, as the transfer agent and registrar for the Acquiring Fund
APS, for distribution to the holders of Target Fund Preferred Shares on the
basis of such holder's proportionate interest in the aggregate liquidation
preference and value of the Target Fund Preferred Shares. With respect to any
Target Fund shareholder holding certificates evidencing ownership of Target Fund
Common Shares as of the Closing Date, and subject to the Acquiring Fund being
informed thereof in writing by the Target Fund, the Acquiring Fund will not
permit such shareholder to receive new certificates evidencing ownership of the
Acquiring Fund Common Shares or Acquiring Fund APS, exchange Acquiring Fund
Common Shares or Acquiring Fund APS credited to such shareholder's account for
shares of other investment companies managed by the Adviser or any of its
affiliates, or pledge or redeem such Acquiring Fund Common Shares or Acquiring
Fund APS, in any case, until notified by the Target Fund or its agent that such
shareholder has surrendered his or her outstanding certificates evidencing
ownership of Target Fund Common Shares or Target Fund Preferred Shares or, in
the event of lost certificates, posted adequate bond. The Target Fund, at its
own expense, will request its shareholders to surrender their outstanding
certificates evidencing ownership of Target Fund Common Shares or Target Fund
Preferred Shares, as the case may be, or post adequate bond therefor.
No fractional shares of Acquiring Fund Common Shares will be issued to
holders of Target Fund Common Shares unless such shares are held in a Dividend
Reinvestment Plan account. In lieu thereof, the Acquiring Fund's transfer agent,
EquiServe Trust Company, N.A., will aggregate all fractional Acquiring Fund
Common Shares to be issued in connection with the Reorganization (other than
those issued to a Dividend Reinvestment Plan account) and sell the resulting
full shares on the New York Stock Exchange at the current market price for
Acquiring Fund Common Shares for the account of all holders of such fractional
interests, and each such holder will receive such holder's pro rata share of the
proceeds of such sale upon surrender of such holder's certificates representing
Acquiring Fund Common Shares.
5. Payment of Expenses.
(a) With respect to expenses incurred in connection with the
Reorganization, the Target Fund and the Acquiring Fund will
share, in proportion to their respective projected annual
expense savings, all expenses incurred in connection with
the Reorganization, including, but not limited to, all
costs related to the preparation and distribution of materials
distributed to each Fund's Board of Trustees; expenses
incurred in connection with the preparation of the Agreement
and Plan of Reorganization and a registration statement on
Form N-14; SEC and state securities commission filing fees and
legal and audit fees in connection with the Reorganization;
costs of printing and distributing the Joint Proxy Statement/
Prospectus; legal fees incurred preparing each Fund's board
materials, attending each Fund's board meetings and preparing
the minutes; auditing fees associated with each Fund's
financial statements; stock exchange fees, rating agency fees,
portfolio transfer taxes (if any) and any similar expenses
incurred in connection with the Reorganization.
(b) If for any reason the Reorganization is not consummated, no
party shall be liable to any other party for any damages
resulting therefrom, including, without limitation,
consequential damages, and the investment adviser shall pay
all expenses incurred by each Fund in connection with the
Reorganization.
A-8
6. Covenants of the Funds.
(a) Each Fund covenants to operate its business as presently
conducted between the date hereof and the Closing Date.
(b) The Target Fund agrees that following the consummation of the
Reorganization, it will terminate in accordance with the laws
of The Commonwealth of Pennsylvania and any other applicable
law, it will not make any distributions of any Acquiring Fund
Common Shares or Acquiring Fund APS other than to its
respective shareholders and without first paying or adequately
providing for the payment of all of its respective liabilities
not assumed by the Acquiring Fund, if any, and on and after
the Closing Date it shall not conduct any business except in
connection with its termination.
(c) The Target Fund undertakes that if the Reorganization is
consummated, it will file an application pursuant to Section
8(f) of the 1940 Act for an order declaring that the Target
Fund has ceased to be a registered investment company.
(d) The Acquiring Fund will file the N-14 Registration Statement
with the Securities and Exchange Commission (the "Commission")
and will use its best efforts to provide that the N-14
Registration Statement becomes effective as promptly as
practicable. Each Fund agrees to cooperate fully with the
other, and each will furnish to the other the information
relating to itself to be set forth in the N-14 Registration
Statement as required by the 1933 Act, the 1934 Act the 1940
Act, and the rules and regulations thereunder and the state
securities laws.
(e) The Acquiring Fund has no plan or intention to sell or
otherwise dispose of the Target Fund Investments, except for
dispositions made in the ordinary course of business.
(f) Each of the Funds agrees that by the Closing Date all of its
federal and other tax returns and reports required to be filed
on or before such date shall have been filed and all taxes
shown as due on said returns either have been paid or adequate
liability reserves have been provided for the payment of such
taxes.
The intention of the parties is that the transaction
contemplated by this Agreement will qualify as a
reorganization within the meaning of Section 368(a) of the
Internal Revenue Code. Neither the Acquiring Fund nor the
Target Fund shall take any action or cause any action to be
taken (including, without limitation, the filing of any tax
return) that is inconsistent with such treatment or results in
the failure of the transaction to qualify as a reorganization
within the meaning of Section 368(a) of the Internal Revenue
Code. At or prior to the Closing Date, the Acquiring Fund and
the Target Fund will take such action, or cause such action to
be taken, as is reasonably necessary to enable Skadden, Arps,
Slate, Meagher & Flom LLP ("Skadden"), special counsel to the
Funds, to render the tax opinion required herein (including,
without limitation, each party's execution of representations
reasonably requested by and addressed to Skadden.
In connection with this covenant, the Funds agree to
cooperate with each other in filing any tax return, amended
return or claim for refund, determining a liability for taxes
or a right to a refund of taxes or participating in or
conducting any audit or other proceeding in respect of taxes.
The Acquiring Fund agrees to retain for a period of ten (10)
years following the Closing Date all returns, schedules and
work papers and all material records or other documents
relating to tax matters of the Target Fund for each of such
Fund's taxable period first ending after the Closing Date and
for all prior taxable periods.
After the Closing Date, the Target Fund shall
prepare, or cause its agents to prepare, any federal, state or
local tax returns required to be filed by such fund with
respect to its final taxable year ending with its complete
liquidation and for any prior periods or taxable years and
further shall cause such tax returns to be duly filed with the
appropriate taxing authorities. Notwithstanding the
aforementioned provisions of this subsection, any expenses
incurred by the Target Fund (other than for payment of taxes)
in connection with the preparation and filing of said tax
returns after the Closing Date shall be borne by such Fund to
the extent such expenses have been accrued by such Fund in the
ordinary course without regard to the Reorganization; any
excess expenses shall be borne by the investment adviser or an
affiliate thereof.
A-9
(g) The Target Fund agrees to mail to its shareholders of record
entitled to vote at the special meeting of shareholders at
which action is to be considered regarding this Agreement, in
sufficient time to comply with requirements as to notice
thereof, a combined proxy statement and prospectus which
complies in all material respects with the applicable
provisions of Section 14(a) of the 1934 Act and Section 20(a)
of the 1940 Act, and the rules and regulations, respectively,
thereunder.
(h) Following the consummation of the Reorganization, the
Acquiring Fund will continue its business as a diversified,
closed-end management investment company registered under the
1940 Act.
7. Closing Date.
(a) Delivery of the assets of the Target Fund to be transferred,
together with any other Target Fund Investments, and the
Acquiring Fund Common Shares and Acquiring Fund APS to be
issued as provided in this Agreement, shall be made at such
place and time as the Funds shall mutually agree on the next
full business day following the Valuation Time, or at such
other time and date agreed to by the Funds, the date and time
upon which such delivery is to take place being referred to
herein as the "Closing Date." To the extent that any Target
Fund Investments, for any reason, are not transferable on the
Closing Date, the Target Fund shall cause such Target Fund
Investments to be transferred to the Acquiring Fund's account
with its custodian at the earliest practicable date
thereafter.
(b) The Target Fund will deliver to the Acquiring Fund on the
Closing Date confirmation or other adequate evidence as to the
tax basis of the Target Fund Investments delivered to the
Acquiring Fund hereunder.
(c) As soon as practicable after the close of business on the
Closing Date, the Target Fund shall deliver to the Acquiring
Fund a list of the names and addresses of all of the
shareholders of record of the Target Fund on the Closing Date
and the number of Target Fund Common Shares and Target Fund
Preferred Shares owned by each such shareholder, certified to
the best of its knowledge and belief by the transfer agent for
the Target Fund or by its President.
8. Conditions of the Target Fund.
The obligations of the Target Fund hereunder shall be subject to the
following conditions:
(a) That this Agreement shall have been adopted, and the
Reorganization shall have been approved, by the Board of
Trustees of the Target Fund and by the affirmative vote of the
holders of a majority of each of the outstanding Target Fund
Common Shares and Target Fund Preferred Shares, each voting
separately as a class; and that the Acquiring Fund shall have
delivered to the Target Fund a copy of the resolution
approving this Agreement adopted by the Board of Trustees of
the Acquiring Fund, and a certificate setting forth the vote
of holders of Acquiring Fund Common Shares approving the
issuance of additional Acquiring Fund Common Shares, each
certified by its Secretary.
(b) That the Target Fund shall have received from the Acquiring
Fund a statement of assets, liabilities and capital, with
values determined as provided in Section 4 of this Agreement,
together with a schedule of such Fund's investments, all as of
the Valuation Time, certified on the Target Fund's behalf by
its President (or any Vice President) or its Treasurer, and a
certificate signed by the Fund's President (or any Vice
President) and its Treasurer, dated as of the Closing Date,
certifying that as of the Valuation Time and as of the Closing
Date there has been no material adverse change in the
financial position of the Target Fund since the date of such
Fund's most recent Annual or Semi-Annual Report,
A-10
as applicable, other than changes in its portfolio securities
since that date or changes in the market value of its
portfolio securities.
(c) That the Acquiring Fund shall have furnished to the Target
Fund a certificate signed by the Acquiring Fund's President
(or any Vice President) or its Treasurer, dated as of the
Closing Date, certifying that, as of the Valuation Time and as
of the Closing Date, all representations and warranties of the
Acquiring Fund made in this Agreement are true and correct in
all material respects with the same effect as if made at and
as of such dates, and that the Acquiring Fund has complied
with all of the agreements and satisfied all of the conditions
on its part to be performed or satisfied at or prior to each
of such dates.
(d) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement.
(e) The Target Fund shall have received the opinion(s) of Skadden,
counsel for the Acquiring Fund, dated as of the Closing Date,
addressed to the Target Fund substantially in the form and to
the effect that:
(i) the Acquiring Fund is duly formed and validly
existing under the laws of its state of organization;
(ii) the Acquiring Fund is registered as a closed-end,
management investment company under the 1940 Act;
(iii) this Agreement and the Reorganization provided for
herein and the execution of this Agreement have been
duly authorized and approved by all requisite action
of the Acquiring Fund, and this Agreement has been
duly executed and delivered by the Acquiring Fund and
(assuming this Agreement is a valid and binding
obligation of the other party hereto) is a valid and
binding obligation of the Acquiring Fund;
(iv) neither the execution or delivery by the Acquiring
Fund of this Agreement nor the consummation by the
Acquiring Fund of the transactions contemplated
hereby violate any provision of any statute or any
published regulation or any judgment or order
disclosed to counsel by the Acquiring Fund as being
applicable to the Acquiring Fund;
(v) the Acquiring Fund Common Shares and Acquiring Fund
APS have each been duly authorized and, upon issuance
thereof in accordance with this Agreement, each will
be validly issued, fully paid and, except as provided
in Section 5.1 of the Acquiring Fund's Declaration of
Trust, nonassessable; and
(vi) to their knowledge and subject to the qualifications
set forth below, the execution and delivery by the
Acquiring Fund of this Agreement and the consummation
of the transactions herein contemplated do not
require, under the laws of its state of organization
or any state in which the Acquiring Fund is qualified
to do business or the federal laws of the United
States, the consent, approval, authorization,
registration, qualification or order of, or filing
with, any court or governmental agency or body
(except such as have been obtained). Counsel need
express no opinion, however, as to any such consent,
approval, authorization, registration, qualification,
order or filing which may be required as a result of
the involvement of other parties to this Agreement in
the transactions herein contemplated because of their
legal or regulatory status or because of any other
facts specifically pertaining to them;
A-11
(f) The Target Fund shall have obtained an opinion from Skadden,
Arps, dated as of the Closing Date, addressed to the Target
Fund, that the consummation of the transactions set forth in
this Agreement comply with the requirements of a
reorganization as described in Section 368(a) of the Internal
Revenue Code.
(g) That all proceedings taken by each of the Funds and its
counsel in connection with the Reorganization and all
documents incidental thereto shall be satisfactory in form and
substance to the others.
(h) That the N-14 Registration Statement shall have become
effective under the 1933 Act, and no stop order suspending
such effectiveness shall have been instituted or, to the
knowledge of the Acquiring Fund, be contemplated by the SEC.
9. Acquiring Fund Conditions.
The obligations of the Acquiring Fund hereunder shall be subject to the
following conditions:
(a) That this Agreement shall have been adopted, and the
Reorganization shall have been approved, by the Board of
Trustees of the Acquiring Fund and that the issuance of
additional Acquiring Fund Common Shares shall have been
approved by the affirmative vote of a majority of votes cast,
where total votes cast represented over 50% of all securities
entitled to vote; and the Target Fund shall have delivered to
the Acquiring Fund a copy of the resolution approving this
Agreement adopted by the Target Fund's Board of Trustees, and
a certificate setting forth the vote of the holders of Target
Fund Common Shares and Target Fund Preferred Shares obtained,
each certified by its Secretary.
(b) That the Target Fund shall have furnished to the Acquiring
Fund a statement of its assets, liabilities and capital, with
values determined as provided in Section 4 of this Agreement,
together with a schedule of investments with their respective
dates of acquisition and tax costs, all as of the Valuation
Time, certified on such Fund's behalf by its President (or any
Vice President) or its Treasurer, and a certificate signed by
such Fund's President
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(or any Vice President) or its Treasurer, dated as of the
Closing Date, certifying that as of the Valuation Time and as
of the Closing Date there has been no material adverse change
in the financial position of the Target Fund since the date of
such Fund's most recent Annual Report or Semi-Annual Report,
as applicable, other than changes in the Target Fund
Investments since that date or changes in the market value of
the Target Fund Investments.
(c) That the Target Fund shall have furnished to the Acquiring
Fund a certificate signed by such Fund's President (or any
Vice President) or its Treasurer, dated the Closing Date,
certifying that as of the Valuation Time and as of the Closing
Date all representations and warranties of the Target Fund
made in this Agreement are true and correct in all material
respects with the same effect as if made at and as of such
dates and the Target Fund has complied with all of the
agreements and satisfied all of the conditions on its part to
be performed or satisfied at or prior to such dates.
(d) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement.
(e) That the Acquiring Fund shall have received the opinion of
Skadden, counsel for the Target Fund, dated as of the Closing
Date, addressed to the Acquiring Fund, substantially in the
form and to the effect that:
(i) the Target Fund is duly formed and validly existing
under the laws of its state of organization;
(ii) the Target Fund is registered as a closed-end,
management investment company under the 1940 Act;
(iii) this Agreement and the Reorganization provided for
herein and the execution of this Agreement have been
duly authorized by all requisite action of the
Target Fund, and this Agreement has been duly
executed and delivered by the Target Fund and
(assuming this Agreement is a valid and binding
obligation of the other party hereto) is a valid and
binding obligation of the Target Fund;
(iv) neither the execution or delivery by the Target Fund
of this Agreement nor the consummation by the Target
Fund of the transactions contemplated hereby violate
any provision of any statute, or any published
regulation or any judgment or order disclosed to
them by the Target Fund as being applicable to the
Target Fund; and
(v) to their knowledge and subject to the qualifications
set forth below, the execution and delivery by the
Target Fund of the Agreement and the consummation of
the transactions herein contemplated do not require,
under the laws of its state of organization or any
state in which the Target Fund is qualified to do
business, or the federal laws of the United States,
the consent, approval, authorization, registration,
qualification or order of, or filing with, any court
or governmental agency or body (except such as have
been obtained under the 1933 Act, 1934 Act, the 1940
Act or the rules and regulations thereunder).
Counsel need express no opinion, however, as to any
such consent, approval, authorization, registration,
qualification, order or filing
A-13
which may be required as a result of the involvement
of other parties to this Agreement in the
transactions herein contemplated because of their
legal or regulatory status or because of any other
facts specifically pertaining to them;
(f) That the Acquiring Fund shall have obtained an opinion from
Skadden, counsel for the Target Fund, dated as of the Closing
Date, addressed to the Acquiring Fund, that the consummation
of the transactions set forth in this Agreement comply with
the requirements of a reorganization as described in Section
368(a) of the Code.
(g) That the N-14 Registration Statement shall have become
effective under the 1933 Act and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge
of the Target Fund, be contemplated by the SEC.
(h) That all proceedings taken by the Target Fund and its counsel
in connection with the Reorganization and all documents
incidental thereto shall be satisfactory in form and substance
to the Acquiring Fund.
(i) That prior to the Closing Date the Target Fund shall have
declared a dividend or dividends which, together with all such
previous dividends, shall have the effect of distributing to
its shareholders all of its net investment company taxable
income for the period to and including the Closing Date, if
any (computed without regard to any deduction for dividends
paid), and all of its net capital gain, if any, realized to
and including the Closing Date. In this regard, the last
dividend period for the Target Fund Preferred Shares may be
shorter than the dividend period for such APS determined as
set forth in the applicable Certificate of Vote.
10. Termination, Postponement and Waivers.
(a) Notwithstanding anything contained in this Agreement to the
contrary, this Agreement may be terminated and the
Reorganization abandoned at any time (whether before or after
adoption thereof by the shareholders of the Funds) prior to
the Closing Date, or the Closing Date may be postponed, (i) by
mutual consent of the Boards of Trustees of the
A-14
Funds, (ii) by the Board of Trustees of the Target Fund if any
condition of the Target Fund's obligations set forth in
Section 8 of this Agreement has not been fulfilled or waived
by such Board; or (iii) by the Board of Trustees of the
Acquiring Fund if any condition of the Acquiring Fund's
obligations set forth in Section 9 of this Agreement have not
been fulfilled or waived by such Board.
(b) If the transactions contemplated by this Agreement have not
been consummated by December 31, 2005, this Agreement
automatically shall terminate on that date, unless a later
date is mutually agreed to by the Boards of Trustees of the
Funds.
(c) In the event of termination of this Agreement pursuant to the
provisions hereof, the same shall become void and have no
further effect, and there shall not be any liability on the
part of any Fund or persons who are their directors, trustees,
officers, agents or shareholders in respect of this Agreement.
(d) At any time prior to the Closing Date, any of the terms or
conditions of this Agreement may be waived by the Board of
Trustees of any Fund (whichever is entitled to the benefit
thereof), if, in the judgment of such Board after consultation
with its counsel, such action or waiver will not have a
material adverse effect on the benefits intended under this
Agreement to the shareholders of their respective fund, on
behalf of which such action is taken.
(e) The respective representations and warranties contained in
Sections 1 and 2 of this Agreement shall expire with, and be
terminated by, the consummation of the Reorganization, and
neither Fund nor any of its officers, trustees, agents or
shareholders shall have any liability with respect to such
representations or warranties after the Closing Date. This
provision shall not protect any officer, trustee, agent or
shareholder of either Fund against any liability to the entity
for which that officer, trustee, agent or shareholder so acts
or to its shareholders, to which that officer, trustee, agent
or shareholder otherwise would be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of the duties in the conduct of such office.
(f) If any order or orders of the Commission with respect to this
Agreement shall be issued prior to the Closing Date and shall
impose any terms or conditions which are determined by action
of the Boards of Trustees of the Funds to be acceptable, such
terms and conditions shall be binding as if a part of this
Agreement without further vote or approval of the shareholders
of the Funds unless such terms and conditions shall result in
a change in the method of computing the number of Acquiring
Fund Common Shares or Acquiring Fund APS to be issued to the
Acquired Funds, as applicable, in which event, unless such
terms and conditions shall have been included in the proxy
solicitation materials furnished to the shareholders of the
Funds prior to the meetings at which the Reorganization shall
have been approved, this Agreement shall not be consummated
and shall terminate unless the Funds promptly shall call a
special meeting of shareholders at which such conditions so
imposed shall be submitted for approval.
11. Indemnification.
(a) Each party (an "Indemnitor") shall indemnify and hold the
other and its officers, trustees, agents and persons
controlled by or controlling any of them (each an "Indemnified
A-15
Party") harmless from and against any and all losses, damages,
liabilities, claims, demands, judgments, settlements,
deficiencies, taxes, assessments, charges, costs and expenses
of any nature whatsoever (including reasonable attorneys'
fees) including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees
reasonably incurred by such Indemnified Party in connection
with the defense or disposition of any claim, action, suit or
other proceeding, whether civil or criminal, before any court
or administrative or investigative body in which such
Indemnified Party may be or may have been involved as a party
or otherwise or with which such Indemnified Party may be or
may have been threatened (collectively, the "Losses") arising
out of or related to any claim of a breach of any
representation, warranty or covenant made herein by the
Indemnitor, provided, however, that no Indemnified Party shall
be indemnified hereunder against any Losses arising directly
from such Indemnified Party's (i) willful misfeasance, (ii)
bad faith, (iii) gross negligence or (iv) reckless disregard
of the duties involved in the conduct of such Indemnified
Party's position.
(b) The Indemnified Party shall use its best efforts to minimize
any liabilities, damages, deficiencies, claims, judgments,
assessments, costs and expenses in respect of which indemnity
may be sought hereunder. The Indemnified Party shall give
written notice to Indemnitor within the earlier of ten (10)
days of receipt of written notice to Indemnified Party or
thirty (30) days from discovery by Indemnified Party of any
matters which may give rise to a claim for indemnification or
reimbursement under this Agreement. The failure to give such
notice shall not affect the right of Indemnified Party to
indemnity hereunder unless such failure has materially and
adversely affected the rights of the Indemnitor; provided that
in any event such notice shall have been given prior to the
expiration of the Survival Period. At any time after ten (10)
days from the giving of such notice, Indemnified Party may, at
its option, resist, settle or otherwise compromise, or pay
such claim unless it shall have received notice from
Indemnitor that Indemnitor intends, at Indemnitor's sole cost
and expense, to assume the defense of any such matter, in
which case Indemnified Party shall have the right, at no cost
or expense to Indemnitor, to participate in such defense. If
Indemnitor does not assume the defense of such matter, and in
any event until Indemnitor states in writing that it will
assume the defense, Indemnitor shall pay all costs of
Indemnified Party arising out of the defense until the defense
is assumed; provided, however, that Indemnified Party shall
consult with Indemnitor and obtain indemnitor's prior written
consent to any payment or settlement of any such claim.
Indemnitor shall keep Indemnified Party fully apprised at all
times as to the status of the defense. If Indemnitor does not
assume the defense, Indemnified Party shall keep Indemnitor
apprised at all times as to the status of the defense.
Following indemnification as provided for hereunder,
Indemnitor shall be subrogated to all rights of Indemnified
Party with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been
made.
12. Other Matters.
A-16
(a) All covenants, agreements, representations and warranties made
under this Agreement and any certificates delivered pursuant
to this Agreement shall be deemed to have been material and
relied upon by each of the parties, notwithstanding any
investigation made by them or on their behalf.
(b) All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally or
sent by registered mail or certified mail, postage prepaid.
Notice to the Target Fund shall be addressed to the Target
Fund c/o Van Kampen Asset Management, 1221 Avenue of the
Americas, New York, New York 10020, Attention: General
Counsel, or at such other address as the Target Fund may
designate by written notice to the Acquiring Fund. Notice to
the Acquiring Fund shall be addressed to the Acquiring Fund
c/o Van Kampen Asset Management, 1221 Avenue of the Americas,
New York, New York 10020, Attention: General Counsel, or at
such other address and to the attention of such other person
as the Acquiring Fund may designate by written notice to the
Target Fund. Any notice shall be deemed to have been served or
given as of the date such notice is delivered personally or
mailed.
(c) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the
Reorganization, constitutes the only understanding with
respect to the Reorganization, may not be changed except by a
letter of agreement signed by each party and shall be governed
by and construed in accordance with the laws of the State of
Illinois applicable to agreements made and to be performed in
said state.
(d) It is expressly agreed that the obligations of the Funds
hereunder shall not be binding upon any of their respective
trustees, shareholders, nominees, officers, agents, or
employees personally, but shall bind only the trust property
of the respective Fund as provided in such Fund's Declaration
of Trust. The execution and delivery of this Agreement has
been authorized by the trustees of each Fund and signed by
authorized officers of each Fund, acting as such, and neither
such authorization by such trustees, nor such execution and
delivery by such officers shall be deemed to have been made by
any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of
each Fund as provided in such Funds' Declaration of Trust.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original but all
such counterparts together shall constitute but one instrument.
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to
be executed and delivered by their duly authorized officers as of the day and
year first written above.
A-17
VAN KAMPEN XXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXX
-----------------------------------------
[Name]
[Title]
Attest: [Name]
[Title]
VAN KAMPEN XXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXX
-----------------------------------------
[Name]
[Title]
Attest: [Name]
[Title]
A-18
APPENDIX B
CERTIFICATE OF VOTE OF TRUSTEES
ESTABLISHING PREFERRED SHARES
[TO BE FILED BY AMENDMENT]
B-1
APPENDIX C
ANNUAL REPORT OF THE ACQUIRING FUND, DATED OCTOBER 31, 2004
[TO BE FILED BY AMENDMENT]
C-1
APPENDIX D
SEMI-ANNUAL REPORT OF THE ACQUIRING FUND, DATED APRIL 30, 2005
[TO BE FILED BY AMENDMENT]
D-1
APPENDIX E
ANNUAL REPORT OF VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST,
DATED OCTOBER 31, 2004
[TO BE FILED BY AMENDMENT]
E-1
APPENDIX F
SEMI-ANNUAL REPORT OF VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST,
DATED APRIL 30, 2005
[TO BE FILED BY AMENDMENT]
F-1
APPENDIX G
ANNUAL REPORT OF VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST,
DATED OCTOBER 31, 2004
[TO BE FILED BY AMENDMENT]
G-1
APPENDIX H
SEMI-ANNUAL REPORT OF VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST,
DATED APRIL 30, 2005
[TO BE FILED BY AMENDMENT]
H-1
APPENDIX I
ANNUAL REPORT OF VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS
DATED OCTOBER 31, 2004
[TO BE FILED BY AMENDMENT]
I-1
APPENDIX J
SEMI-ANNUAL REPORT OF VAN KAMPEN TRUST FOR INVESTMENT
GRADE PENNSYLVANIA MUNICIPALS,
DATED APRIL 30, 2005
[TO BE FILED BY AMENDMENT]
J-1
APPENDIX K
MORGAN STANLEY INVESTMENT MANAGEMENT
PROXY VOTING POLICY AND PROCEDURES
IV. POLICY STATEMENT
Introduction -- Morgan Stanley Investment Management's ("MSIM") policy
and procedures for voting proxies ("Proxy Voting Policy and Procedures") with
respect to securities held in the accounts of clients apply to those MSIM
entities that provide discretionary investment management services and for which
a MSIM entity has authority to vote proxies. The policies and procedures and
general guidelines in this section will be reviewed and updated, as necessary,
to address new or revised proxy voting issues. The MSIM entities covered by
these policies and procedures currently include the following: Morgan Stanley
Investment Advisors Inc., Morgan Stanley AIP GP LP, Morgan Stanley Investment
Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley
Investment Management Company, Morgan Stanley Asset & Investment Trust
Management Co., Limited, Morgan Stanley Investment Management Private Limited,
Morgan Stanley Hedge Fund Partners GP LP, Morgan Stanley Hedge Fund Partners LP,
Van Kampen Asset Management, and Van Kampen Advisors Inc. (each a "MSIM
Affiliate" and collectively referred to as the "MSIM Affiliates").
Each MSIM Affiliate will use its best efforts to vote proxies as part
of its authority to manage, acquire and dispose of account assets. With respect
to the MSIM registered management investment companies (Van Kampen,
Institutional and Advisor Funds) (collectively referred to as the "MSIM Funds"),
each MSIM Affiliate will vote proxies pursuant to authority granted under its
applicable investment advisory agreement or, in the absence of such authority,
as authorized by the Boards of Directors or Trustees of the MSIM Funds. A MSIM
Affiliate will not vote proxies if the "named fiduciary" for an ERISA account
has reserved the authority for itself, or in the case of an account not governed
by ERISA, the Investment Management or Investment Advisory Agreement does not
authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will, in a prudent
and diligent manner, vote proxies in the best interests of clients, including
beneficiaries of and participants in a client's benefit plan(s) for which the
MSIM Affiliates manage assets, consistent with the objective of maximizing
long-term investment returns ("Client Proxy Standard"). In certain situations, a
client or its fiduciary may provide a MSIM Affiliate with a proxy voting policy.
In these situations, the MSIM Affiliate will comply with the client's policy
unless to do so would be inconsistent with applicable laws or regulations or the
MSIM Affiliate's fiduciary responsibility.
Proxy Research Services -- To assist the MSIM Affiliates in their
responsibility for voting proxies and the overall global proxy voting process,
Institutional Shareholder Services ("ISS") and the Investor Responsibility
Research Center ("IRRC") have been retained as experts in the proxy voting and
corporate governance area. ISS and IRRC are independent advisers that specialize
in providing a variety of fiduciary-level proxy-related services to
institutional investment managers, plan sponsors, custodians, consultants, and
other institutional investors. The services provided to MSIM Affiliates include
in-depth research, global issuer analysis, and voting recommendations. While the
MSIM Affiliates may review and utilize the ISS and IRRC recommendations in
making proxy voting decisions, they are in no way obligated to follow the ISS
and IRRC recommendations. In addition to research, ISS provides vote execution,
reporting, and recordkeeping. MSIM's Proxy Review Committee (see Section IV.A.
below) will carefully monitor and supervise the services provided by the proxy
research services.
K-1
Voting Proxies for Certain Non-US Companies -- While the proxy voting
process is well established in the United States and other developed markets
with a number of tools and services available to assist an investment manager,
voting proxies of non-US companies located in certain jurisdictions,
particularly emerging markets, may involve a number of problems that may
restrict or prevent a MSIM Affiliate's ability to vote such proxies. These
problems include, but are not limited to: (i) proxy statements and ballots being
written in a language other than English; (ii) untimely and/or inadequate notice
of shareholder meetings; (iii) restrictions on the ability of holders outside
the issuer's jurisdiction of organization to exercise votes; (iv) requirements
to vote proxies in person, (v) the imposition of restrictions on the sale of the
securities for a period of time in proximity to the shareholder meeting; and
(vi) requirements to provide local agents with power of attorney to facilitate
the MSIM Affiliate's voting instructions. As a result, clients' non-U.S. proxies
will be voted on a best efforts basis only, after weighing the costs and
benefits of voting such proxies, consistent with the Client Proxy Standard. ISS
has been retained to provide assistance to the MSIM Affiliates in connection
with voting their clients' non-US proxies.
III. GENERAL PROXY VOTING GUIDELINES
To ensure consistency in voting proxies on behalf of its clients, MSIM
Affiliates will follow (subject to any exception set forth herein) these Proxy
Voting Policies and Procedures, including the guidelines set forth below. These
guidelines address a broad range of issues, including board size and
composition, executive compensation, anti-takeover proposals, capital structure
proposals and social responsibility issues and are meant to be general voting
parameters on issues that arise most frequently. The MSIM Affiliates, however,
may, pursuant to the procedures set forth in Section IV. below, vote in a manner
that is not in accordance with the following general guidelines, provided the
vote is approved by the Proxy Review Committee and is consistent with the Client
Proxy Standard.
VI. GUIDELINES
A. MANAGEMENT PROPOSALS
1. When voting on routine ballot items, unless otherwise
determined by the Proxy Review Committee, the following
proposals will be voted in support of management.
o Selection or ratification of auditors.
o Approval of financial statements, director and auditor
reports.
o General updating/corrective amendments to the chatter.
o Approval of the payment of a dividend.
o Proposals to limit Directors' liability and/or broaden
indemnification of Directors.
o Proposals requiring that a certain percentage (up to
66%) of the company's Board members be independent
Directors.
o Proposals requiring that members of the company's
compensation, nominating and audit committees be
comprised of independent or unaffiliated Directors.
K-2
o Proposals recommending set retirement ages or requiring
specific levels of stock ownership by Directors.
o Proposals to eliminate cumulative voting.
o Proposals to eliminate preemptive rights.
o Proposals for confidential voting and independent
tabulation of voting results.
o Proposals related to the conduct of the annual meeting
except those proposals that relate to the "transaction
of such other business which may come before the
meeting."
2. Election of Directors. In situations where no conflict exists,
and where no specific governance deficiency has been noted,
unless otherwise determined by the Proxy Review Committee,
will be voted in support of nominees of management.
Unless otherwise determined by the Proxy Review
Committee, a withhold vote will be made where:
(i) A nominee has, or any time during the previous
three years had, a relationship with the issuer
(e.g., investment banker, counsel or other
professional service provider, or familial
relationship with a senior officer of the
issuer) that may impair his or her independence;
(ii) A direct conflict exists between the interests
of the nominee and the public shareholders; or
(iii) Where the nominees standing for election have
not taken action to implement generally accepted
governance practices for which there is a
"bright line" test. These would include
elimination of dead hand or slow hand poison
pills, requiring Audit, Compensation or
Nominating Committees to be composed of
independent directors and requiring a majority
independent board.
3. The following non-routine proposals, which potentially may
have a substantive financial or best interest impact on a
shareholder, unless otherwise determined by the Proxy Review
Committee, will be voted in support of management.
CAPITALIZATION CHANGES
o Proposals relating to capitalization changes that
eliminate other classes of stock and voting rights.
o Proposals to increase the authorization of existing
classes of common stock (or securities convertible into
common stock) if. (i) a clear and legitimate business
purpose is stated; (ii) the number of shares requested
K-3
is reasonable in relation to the purpose for which
authorization is requested; and (iii) the authorization
does not exceed 100% of shares currently authorized and
at least 30% of the new authorization will be
outstanding.
o Proposals to create a new class of preferred stock or
for issuances of preferred stock up to 50% of issued
capital.
o Proposals for share repurchase plans.
o Proposals to reduce the number of authorized shares of
common or preferred stock, or to eliminate classes of
preferred stock.
o Proposals to effect stock splits.
o Proposals to effect reverse stock splits if management
proportionately reduces the authorized share amount set
forth in the corporate charter. Reverse stock splits
that do not adjust proportionately to the authorized
share amount will generally be approved if the resulting
increase in authorized shares coincides with the proxy
guidelines set forth above for common stock increases.
COMPENSATION
o Proposals relating to Director fees, provided the
amounts are not excessive relative to outer companies in
the country or industry.
o Proposals for employee stock purchase plans that permit
discounts up to 15%, but only for grants that are part
of a broad based employee plan, including all
non-executive employees.
o Proposals for the establishment of Employee Stock Option
Plans and other employee ownership plans.
ANTI-TAKEOVER MATTERS
o Proposals to modify or rescind existing supermajority
vote requirements to amend the charters or bylaws.
o Proposals relating to the adoption of anti-greenmail
provisions provided that the proposal: (i) defines
greenmail; (ii) prohibits buyback offers to large block
holders not made to all shareholders or not approved by
disinterested shareholders; and (iii) contains no
anti-takeover measures or other provisions restricting
the rights of shareholders.
4. The following non-routine proposals, which potentially may
have a substantive financial or best interest impact on the
shareholder, unless otherwise determined by the Proxy Review
Committee, will be voted against (notwithstanding management
support).
K-4
o Proposals to establish cumulative voting rights in the
election of directors.
o Proposals relating to capitalization changes that add
classes of stock which substantially dilute the voting
interests of existing shareholders.
o Proposals to increase the authorized number of shares of
existing classes of stock that carry preemptive rights
or super-voting rights.
o Proposals to create "blank check" preferred stock.
o Proposals relating to changes in capitalization by 100%
or more.
o Compensation proposals that allow for discounted stock
options that have not been offered to employees in
general.
o Proposals to amend bylaws to require a supermajority
shareholder vote to pass or repeal certain provisions.
o Proposals to indemnify auditors.
5. The following types of non-routine proposals, which
potentially may have a substantive financial or best interest
impact on an issuer, will be voted as determined by the Proxy
Review Committee.
CORPORATE TRANSACTIONS
o Proposals relating to mergers, acquisitions and other
special corporate transactions (i.e., takeovers,
spin-offs, sales of assets, reorganizations,
restructurings and recapitalizations) will be examined
on a case-by-case basis. In all cases, ISS and IRRC
research and analysis will be used along with MSIM
Affiliates' research and analysis, including, among
other things, MSM internal company-specific knowledge.
o Proposals relating to change-in-control provisions in
non-salary compensation plans, employment contracts, and
severance agreements that benefit management and would
be costly to shareholders if triggered.
o Proposals relating to shareholders rights plans that
allow appropriate offers to shareholders to be blocked
by the board or trigger provisions that prevent
legitimate offers from proceeding.
o Proposals relating to Executive/Director stock option
plans. Generally, stock option plans should meet the
following criteria:
(i) Whether the stock option plan is incentive
based;
(ii) For mature companies, should be no more than 5%
of the issued capital at the time of approval;
K-5
(iii) For growth companies, should be no more than 10%
of the issued capital at the time of approval.
ANTI-TAKEOVER PROVISIONS
o Proposals requiring shareholder ratification of poison
pills.
o Proposals relating to anti-takeover and related
provisions that serve to prevent the majority of
shareholders from exercising their rights or effectively
deter the appropriate tender offers and other offers.
B. SHAREHOLDER PROPOSALS
1. The following shareholder proposals will be supported, unless
otherwise determined by the Proxy Review Committee:
o Proposals requiring auditors to attend the annual
meeting of shareholders.
o Proposals requiring non-U.S. companies to have a
separate Chairman and CEO.
o Proposals requiring that members of the company's
compensation, nominating and audit committees be
comprised of independent or unaffiliated Directors.
o Proposals requiring that a certain percentage of the
company's members be comprised of independent and
unaffiliated Directors.
o Proposals requiring confidential voting.
o Proposals to reduce or eliminate of supermajority voting
requirements.
o Proposals requiring shareholder approval for shareholder
rights plan or poison pill.
o Proposals to require the company to expense stock
options.
2. The following shareholder proposals will be voted as
determined by the Proxy Review Committee.
o Proposals that limit tenure of directors.
o Proposals to limit golden parachutes.
o Proposals requiring directors to own large amounts of
stock to be eligible for election.
o Proposals that request or require disclosure of
executive compensation in addition to the disclosure
required by the Securities and Exchange Commission
("SEC") regulations.
K-6
o Proposals that limit retirement benefits or executive
compensation.
o Proposals requiring shareholder approval for bylaw or
charter amendments.
o Proposals requiring shareholder approval of executive
compensation.
o Proposals requiring shareholder approval of golden
parachutes.
o Proposals to eliminate certain anti-takeover related
provisions.
o Proposals to prohibit payment of greenmail.
3. The following shareholder proposals will not be supported,
unless otherwise determined by the Proxy Review Committee.
o Proposals to declassify the Board of Directors (if
management supports a classified board).
o Proposals requiring a U.S. company to have a separate
Chairman and CEO.
o Proposals requiring that the company prepare reports
that are costly to provide or that would require
duplicative efforts or expenditures that are of a
non-business nature or would provide no pertinent
information from the perspective of institutional
shareholders.
o Proposals to add restrictions related to social,
political or special interest issues that impact the
ability of the company to do business or be competitive
and that have a significant financial or best interest
impact to the shareholders.
o Proposals that require inappropriate endorsements or
corporate actions.
VII. ADMINISTRATION OF PROXY POLICIES AND PROCEDURES
A. PROXY REVIEW COMMITTEE
1. The MSIM Proxy Review Committee ("Committee") is responsible
for creating and implementing MSIM's Proxy Voting Policy and
Procedures and, in this regard, has expressly adopted them.
(a) The Committee, which is appointed by MSIM's Chief
Investment Officer ("CIO"), consists of senior
investment professionals who represent the different
investment disciplines and geographic locations of the
firm. The Committee is responsible for establishing
MSIM's proxy voting policy and guidelines and
determining how MSIM will vote proxies on an ongoing
basis.
K-7
(b) The Committee will periodically review and have the
authority to amend, as necessary, these Proxy Voting
Policy and Procedures and establish and direct voting
positions consistent with the Client Proxy Standard.
(c) The Committee will meet at least monthly to (among other
matters): (1) address any outstanding issues relating to
MSIM's Proxy Voting Policy and Procedures; and (2)
review proposals at upcoming shareholder meetings of
MSIM portfolio companies in accordance with this Policy
including, as appropriate, the voting results of prior
shareholder meetings of the same issuer where a similar
proposal was presented to shareholders. The Committee,
or its designee, will timely communicate to ISS MSIM's
Proxy Voting Policy and Procedures (and any amendments
to them and/or any additional guidelines or procedures
it may adopt).
(d) The Committee will meet on an ad hoc basis to (among
other matters): (1) authorize "split voting" (i.e.,
allowing certain shares of the same issuer that are the
subject of the same proxy solicitation and held by one
or more MSIM portfolios to be voted differently than
other shares) and/or "override voting" (i.e., voting all
MSIM portfolio shares in a manner contrary to the Proxy
Voting Policy and Procedures); (2) review and approve
upcoming votes, as appropriate, for matters for which
specific direction has been provided in these Policy and
Procedures; and (3) determine how to vote matters for
which specific direction has not been provided in these
Policy and Procedures. Split votes will generally not be
approved within a single Global Investor Group team. The
Committee may take into account ISS and IRRC
recommendations and the research as well as any other
relevant information they may request or receive.
(e) In addition to the procedures discussed above, if the
Committee determines that an issue raises a potential
material conflict of interest, or gives rise to the
appearance of a potential material conflict of interest,
the Committee will request a special committee to
review, and recommend a course of action with respect
to, the conflict(s) in question ("Special Committee").
The Special Committee shall be comprised of the Chairman
of the Proxy Review Committee, the Compliance Director
for the area of the firm involved or his/her designee, a
senior portfolio manager (if practicable, one who is a
member of the Proxy Review Committee) designated by the
Proxy Review Committee and MSIM's Chief Investment
Officer or his/her designee. The Special Committee may
request the assistance of MSIM's General Counsel or
his/her designee and will have sole discretion to cast a
vote. In addition to the research provided by ISS and
IRRC, the Special Committee may request analysis from
MSIM Affiliate investment professionals and outside
sources to the extent it deems appropriate.
(f) The Committee and the Special Committee, or their
designee(s), will document in writing all of their
decisions and actions, which documentation will be
maintained by the Committee and the Special Committee,
or their designee(s), for a period of at least 6 years.
To the
K-8
extent these decisions relate to a security held by a
MSIM U.S. registered investment company, the Committee
and Special Committee, or their designee(s), will report
their decisions to each applicable Board of Trustees/
Directors of those investment companies at each Board's
next regularly scheduled Board meeting. The report will
contain information concerning decisions made by the
Committee and Special Committee during the most recently
ended calendar quarter immediately preceding the Board
meeting.
(g) The Committee and Special Committee, or their
designee(s), will timely communicate to applicable
portfolio managers, the Compliance Departments and, as
necessary, ISS, decisions of the Committee and Special
Committee so that, among other things, ISS will vote
proxies consistent with their decisions.
B. IDENTIFICATION OF MATERIAL CONFLICTS OF INTEREST
1. If there is a possibility that a vote may involve a material
conflict of interest, the vote must be decided by the Special
Committee in consultation with MSIM's General Counsel or
his/her designee.
2. A material conflict of interest could exist in the following
situations, among others:
(a) The issuer soliciting the vote is a client of MSIM or an
affiliate of MSIM and the vote is on a material matter
affecting the issuer;
(b) The proxy relates to Morgan Stanley common stock or any
other security issued by Morgan Stanley or its
affiliates; or
(c) Morgan Stanley has a material pecuniary interest in the
matter submitted for a vote (e.g., acting as a financial
advisor to a merger or acquisition for which Morgan
Stanley will be paid a success fee if completed).
C. PROXY VOTING REPORTS
1. MSIM will promptly provide a copy of these Policy and
Procedures to any client requesting it. MSIM will also, upon
client request, promptly provide a report indicating how each
proxy was voted with respect to securities held in that
client's account.
2. MSIM's legal department is responsible for filing an annual
Form N-PX on behalf of each registered management investment
company for which such filing is required, indicating how all
proxies were voted with respect to such investment company's
holdings.
K-9
APPENDIX L
PRO FORMA FINANCIAL STATEMENTS
The following presents the pro forma financial statements for the combination of
the Van Kampen Advantage Pennsylvania Municipal Income Trust, Van Kampen
Pennsylvania Quality Municipal Trust, Van Kampen Trust for Investment Grade
Pennsylvania Municipals and the Van Kampen Pennsylvania Value Municipal Income
Trust. The statements are presented as of January 31, 2005, the most recent
period for which financial information is currently available.
The unaudited Pro Forma Portfolio of Investments and Pro Forma Statement of
Assets and Liabilities reflect the financial position as if the transaction
occurred on January 31, 2005. The Pro Forma Statement of Operations reflects the
expenses for the twelve months ended January 31, 2005. The pro forma statements
give effect to the proposed exchange of Van Kampen Pennsylvania Value Municipal
Income Trust shares for the assets and liabilities of the Van Kampen Advantage
Pennsylvania Municipal Income Trust, Van Kampen Pennsylvania Quality Municipal
Trust and Van Kampen Trust for Investment Grade Pennsylvania Municipals, with
Van Kampen Pennsylvania Value Municipal Income Trust being the surviving entity.
The proposed transaction will be accounted for as a tax-free reorganization in
accordance with accounting principles generally accepted in the United States.
The historical cost basis of the investments is carried over to the surviving
entity. There is no guarantee that the portfolio of investments of the surviving
entity on the closing date of the transaction will match the Pro Forma Portfolio
of Investments presented herein. All or a portion of the securities acquired in
the transaction could be sold by the surviving entity; however, there is no plan
or intention to sell securities acquired in the transaction other than in the
ordinary course of business.
L-1
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPQ VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION COUPON MATURITY
-----------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 149.1%
PENNSYLVANIA 145.5%
$ 2,000 $ 1,000 $ 3,000 Allegheny Cnty, PA Arpt
Auth Pittsburgh Intl Arpt
Rfdg (AMT) (FGIC Insd) 5.750% 01/01/18
$ 1,000 1,000 2,000 Allegheny Cnty, PA Higher
Ed Bldg Carnegie Mellon Univ 5.125 03/01/32
1,500 1,250 2,750 Allegheny Cnty, PA Higher
Ed Bldg Carnegie Mellon Univ 5.250 03/01/32
$ 1,465 1,465 Allegheny Cnty, PA Higher
Ed Duquesne Univ Ser A
(FGIC Insd) 5.000 03/01/17
1,560 1,560 Allegheny Cnty, PA Higher
Ed Duquesne Univ Ser A
(FGIC Insd) (a) 5.000 03/01/18
1,360 1,360 Allegheny Cnty, PA Hosp Dev
Auth Rev Hlth Sys Ser A
(MBIA Insd) 6.500 11/15/30
3,000 3,000 Allegheny Cnty, PA Port Auth
Spl Rev Trans (FGIC Insd) 5.000 03/01/29
2,000 2,000 4,000 Allegheny Cnty, PA Port Auth
Spl Rev Trans (Prerefunded @
03/01/09) (MBIA Insd) 6.000 03/01/24
1,300 1,300 Allegheny Cnty, PA Redev
Auth Tax Increment Rev
Robinson Mall Proj Ser A 7.000 11/01/17
730 730 Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
(AMT) (GNMA Collateralized) 7.100 05/01/24
510 510 Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
Ser II-1 (AMT) (GNMA
Collateralized) 5.800 05/01/21
930 930 Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
Ser II-2 (AMT) (GNMA
Collateralized) 5.800 11/01/20
905 1,355 900 905 4,065 Allegheny Cnty, PA Residential
Mtg Single Family Ser KK-2
(AMT) (GNMA Collateralized) 5.750 05/01/33
1,525 1,525 Allegheny Cnty, PA Residential
Mtg Single Family Ser MM (AMT)
(GNMA Collateralized) 5.200 05/01/33
1,000 1,000 Allegheny Cnty, PA San Auth
Swr Rev (MBIA Insd) 5.750 12/01/13
2,220 2,220 Allegheny Cnty, PA San Auth
Swr Rev (MBIA Insd) 5.750 12/01/17
1,830 1,830 Allegheny Cnty, PA San Auth
Swr Rev (MBIA Insd) 5.750 12/01/18
2,000 2,900 1,000 5,900 Allegheny Cnty, PA San Auth
Swr Rev (MBIA Insd) 5.500 12/01/24
3,000 3,000 Allegheny Cnty, PA San Auth
Swr (MBIA Insd) 5.500 12/01/30
2,575 2,575 Allegheny Cnty, PA San Auth
Swr Rev Ser A (FGIC Insd) (a) * 12/01/08
2,380 2,380 Allegheny Cnty, PA San Auth
Swr Rev Ser A (FGIC Insd) * 06/01/09
1,645 1,645 Allegheny Cnty, PA San Auth
Swr Rev Ser A (FGIC Insd) (a) * 12/01/09
2,070 2,070 Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12)
(MBIA Insd) 5.375 11/01/18
3,250 3,250 Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12)
(MBIA Insd) 5.375 11/01/19
2,600 2,600 Allentown, PA Area Hosp Auth
Rev Sacred Heart Hosp of
Allentown Ser A Rfdg 6.750 11/15/14
1,000 1,175 1,000 3,175 Ambridge, PA Area Sch Dist
(MBIA Insd) 5.500 11/01/31
2,640 2,640 Bensalem Twp, PA Sch Dist
(FGIC Insd) (a) 5.000 08/15/18
1,695 1,695 Berks Cnty, PA Muni Auth
Albright College Proj (a) 5.500 10/01/16
1,800 1,800 Berks Cnty, PA Muni Auth
Albright College Proj (a) 5.500 10/01/17
3,000 1,000 2,000 6,000 Berks Cnty, PA Muni Auth
Hosp Rev Reading Hosp & Med
Ctr Proj (Prerefunded @
11/01/09) (FSA Insd) 6.000 11/01/29
1,000 1,000 1,460 1,000 4,460 Bethlehem, PA Auth Wtr Gtd
(FSA Insd) 5.000 11/15/19
1,150 1,150 Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 5.375 06/01/14
1,215 1,215 Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 5.375 06/01/15
1,270 1,270 Bucks Cnty, PA Auth Wtr & Swr
Rev Swr Sys (AMBAC Insd) (a) 5.375 06/01/16
1,000 1,000 Canon McMillan Sch Dist PA
Ser B (FGIC Insd) 5.500 12/01/29
870 870 870 870 3,480 Carbon Cnty, PA Indl Dev Auth
Panther Creek Partn Proj Rfdg
(AMT) (LOC: Paribas & Union
Bk of CA Intl) 6.650 05/01/10
1,500 2,000 1,000 1,000 5,500 Central Dauphin, PA Sch Dist
(FSA Insd) 5.000 12/01/19
1,000 1,000 Chartiers Valley, PA Indl &
Coml Dev Auth First Mtg Rev
Asbury Hlth Cent Rfdg 6.375 12/01/19
1,000 1,000 Chartiers Valley, PA Indl &
Coml Dev Auth First Mtg Rev
Asbury Hlth Cent Rfdg 6.375 12/01/24
1,000 1,555 1,000 3,555 Chester Cnty, PA Indl Dev
Auth Rev Collegium Charter
Sch Proj Ser A (ACA Insd) 5.500 04/15/31
1,500 1,500 Crawford Cnty, PA Hosp Auth
Sr Living Fac Rev Westbury
Utd Methodist Cmnty 6.250 08/15/29
1,000 1,000 Cumberland Cnty, PA Muni Auth
Dickinson College Ser A
(AMBAC Insd) 5.500 11/01/30
5,000 5,000 Dauphin Cnty, PA Genl Auth
Hosp Rev Hapsco Western PA
Hosp Proj B Rfdg (Escrowed
to Maturity) (MBIA Insd) 6.250 07/01/16
2,000 2,000 Delaware Cnty, PA Auth
College Cabrini College
(Radian Insd) 5.750 07/01/23
2,295 2,295 Delaware Cnty, PA Auth
College Neumann College
Rfdg (a) 5.875 10/01/21
1,000 1,000 2,000 Delaware Cnty, PA Auth
College Neumann College Rfdg 6.000 10/01/31
1,000 1,000 Delaware Cnty, PA Auth First
Mtg Rev Riddle Vlg Proj Rfdg 6.875 06/01/16
1,000 1,000 Delaware Cnty, PA Auth Hosp
Rev Crozer Chester Med Ctr 6.000 12/15/09
1,000 1,000 Delaware Cnty, PA Auth Rev
White Horse Vlg Proj Ser A
Rfdg 7.625 07/01/30
1,750 1,750 Delaware Cnty, PA Indl Dev
Auth Rev Wtr Fac (AMT)
(FGIC Insd) 6.000 06/01/29
2,500 2,500 Delaware Cnty, PA Indl Dev
Auth Wtr Fac PA Suburban
Wtr (AMT) (AMBAC Insd) 5.350 10/01/31
1,230 1,230 Delaware Cnty, PA Regl Wtr
Qual (MBIA Insd) 5.250 05/01/19
1,555 1,555 Delaware Cnty, PA Regl Wtr
Qual (MBIA Insd) (a) 5.250 05/01/22
1,480 1,480 Delaware Cnty, PA Regl Wtr
Quality Ctl Auth Swr Rev
(MBIA Insd) (a) 5.250 05/01/21
1,500 2,500 2,500 1,500 8,000 Delaware Vly, PA Regl Fin Auth 5.750 07/01/17
2,000 2,000 Downingtown, PA Area Sch Dist
(FSA Insd) 5.250 04/01/15
2,800 2,800 Erie, PA Sch Dist
(Prerefunded @ 09/01/10)
(AMBAC Insd) 5.800 09/01/29
1,010 1,010 Erie, PA Ser A (FSA Insd) 5.000 11/15/18
2,735 2,735 Exeter Twp, PA Sch Dist
(FGIC Insd) 5.000 05/15/25
3,420 4,440 7,860 Falls Twp, PA Hosp Auth Hosp
Rev DE Vly Med Rfdg (FHA Gtd) 7.000 08/01/22
1,000 1,000 Fayette Cnty, PA (Prerefunded
@ 11/15/10) (AMBAC Insd) 5.625 11/15/28
2,000 2,000 Greater Latrobe, PA Sch Auth
(FGIC Insd) 5.250 04/01/17
1,500 2,000 1,500 1,000 6,000 Harrisburg, PA Auth Res Gtd
Sub Ser D-2 (FSA Insd) 5.000 12/01/33
3,000 2,000 1,575 6,575 Harrisburg, PA Auth Wtr Rev
Rfdg (FSA Insd) 5.000 07/15/21
1,000 1,000 Harveys Lake Genl Muni Auth
PA College Rev College
Misericordia Proj (ACA Insd) 6.000 05/01/19
3,000 3,000 Hempfield, PA Area Sch Dist
(FGIC Insd) 5.375 02/15/07
2,925 2,925 Hempfield, PA Area Sch Dist
(FGIC Insd) 5.375 02/15/17
2,595 2,595 Hempfield, PA Area Sch Dist
(FGIC Insd) 5.375 02/15/19
1,345 1,000 2,345 Jenkintown, PA Sch Dist Ser
A (FGIC Insd) (b) 5.000 05/15/28
VAP VPQ VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
----------------------------------------------------------------------------------------------
MUNICIPAL BONDS 149.1%
PENNSYLVANIA 145.5%
Allegheny Cnty PA Arpt
Auth Pittsburgh Intl Arpt
Rfdg (AMT) (FGIC Insd) $ 2,154,960 $ 1,077,480 $ 3,232,440
Allegheny Cnty, PA Higher
Ed Bldg Carnegie Mellon Univ $ 1,046,090 1,046,090 2,092,180
Allegheny Cnty, PA Higher
Ed Bldg Carnegie Mellon Univ 1,590,390 1,325,325 2,915,715
Allegheny Cnty, PA Higher
Ed Duquesne Univ Ser A
(FGIC Insd) $ 1,606,592 1,606,592
Allegheny Cnty, PA Higher
Ed Duquesne Univ Ser A
(FGIC Insd) (a) 1,706,999 1,706,999
Allegheny Cnty, PA Hosp Dev
Auth Rev Hlth Sys Ser A
(MBIA Insd) 1,595,457 1,595,457
Allegheny Cnty, PA Port Auth
Spl Rev Trans (FGIC Insd) 3,118,590 3,118,590
Allegheny Cnty, PA Port Auth
Spl Rev Trans (Prerefunded @
03/01/09) (MBIA Insd) 2,266,020 2,266,020 4,532,040
Allegheny Cnty, PA Redev
Auth Tax Increment Rev
Robinson Mall Proj Ser A 1,396,122 1,396,122
Allegheny Cnty, PA Residenti
Fin Auth Mtg Rev Single Fami
(AMT) (GNMA Collateralized) 730,978 730,978
Allegheny Cnty, PA Residenti
Fin Auth Mtg Rev Single Fami
Ser II-1 (AMT) (GNMA
Collateralized) 542,451 542,451
Allegheny Cnty, PA Residenti
Fin Auth Mtg Rev Single Fami
Ser II-2 (AMT) (GNMA
Collateralized) 992,087 992,087
Allegheny Cnty, PA Residenti
Mtg Single Family Ser KK-2
(AMT) (GNMA Collateralized) 941,037 1,408,956 935,838 941,037 4,226,868
Allegheny Cnty, PA Residenti
Mtg Single Family Ser MM (AM
(GNMA Collateralized) 1,558,733 1,558,733
Allegheny Cnty, PA San Auth
Swr Rev (MBIA Insd) 1,144,810 1,144,810
Allegheny Cnty, PA San Auth
Swr Rev (MBIA Insd) 2,538,037 2,538,037
Allegheny Cnty, PA San Auth
Swr Rev (MBIA Insd) 2,092,166 2,092,166
Allegheny Cnty, PA San Auth
Swr Rev (MBIA Insd) 2,243,860 3,253,597 1,121,930 6,619,387
Allegheny Cnty, PA San Auth
Swr (MBIA Insd) 3,331,740 3,331,740
Allegheny Cnty, PA San Auth
Swr Rev Ser A (FGIC Insd) (a 2,303,312 2,303,312
Allegheny Cnty, PA San Auth
Swr Rev Ser A (FGIC Insd) 2,081,477 2,081,477
Allegheny Cnty, PA San Auth
Swr Rev Ser A (FGIC Insd) (a 1,411,476 1,411,476
Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12)
(MBIA Insd) 2,359,676 2,359,676
Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12)
(MBIA Insd) 3,704,805 3,704,805
Allentown, PA Area Hosp Auth
Rev Sacred Heart Hosp of
Allentown Ser A Rfdg 2,629,536 2,629,536
Ambridge, PA Area Sch Dist
(MBIA Insd) 1,107,700 1,301,547 1,107,700 3,516,947
Bensalem Twp, PA Sch Dist
(FGIC Insd) (a) 2,876,993 2,876,993
Berks Cnty, PA Muni Auth
Albright College Proj (a) 1,841,804 1,841,804
Berks Cnty, PA Muni Auth
Albright College Proj (a) 1,944,108 1,944,108
Berks Cnty, PA Muni Auth
Hosp Rev Reading Hosp & Med
Ctr Proj (Prerefunded @
11/01/09) (FSA Insd) 3,470,070 1,156,690 2,313,380 6,940,140
Bethlehem, PA Auth Wtr Gtd
(FSA Insd) 1,097,700 1,097,700 1,602,642 1,097,700 4,895,742
Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 1,292,773 1,292,773
Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 1,364,895 1,364,895
Bucks Cnty, PA Auth Wtr & Sw
Rev Swr Sys (AMBAC Insd) (a) 1,424,203 1,424,203
Canon McMillan Sch Dist PA
Ser B (FGIC Insd) 1,102,430 1,102,430
Carbon Cnty, PA Indl Dev Aut
Panther Creek Partn Proj Rfd
(AMT) (LOC: Paribas & Union
Bk of CA Intl) 945,003 945,003 945,003 945,003 3,780,012
Central Dauphin, PA Sch Dist
(FSA Insd) 1,638,405 2,184,540 1,092,270 1,092,270 6,007,485
Chartiers Valley, PA Indl &
Coml Dev Auth First Mtg Rev
Asbury Hlth Cent Rfdg 1,023,310 1,023,310
Chartiers Valley, PA Indl &
Coml Dev Auth First Mtg Rev
Asbury Hlth Cent Rfdg 1,007,920 1,007,920
Chester Cnty, PA Indl Dev
Auth Rev Collegium Charter
Sch Proj Ser A (ACA Insd) 1,058,360 1,645,750 1,058,360 3,762,470
Crawford Cnty, PA Hosp Auth
Sr Living Fac Rev Westbury
Utd Methodist Cmnty 1,544,655 1,544,655
Cumberland Cnty, PA Muni Aut
Dickinson College Ser A
(AMBAC Insd) 1,101,100 1,101,100
Dauphin Cnty, PA Genl Auth
Hosp Rev Hapsco Western PA
Hosp Proj B Rfdg (Escrowed
to Maturity) (MBIA Insd) 5,902,900 5,902,900
Delaware Cnty, PA Auth
College Cabrini College
(Radian Insd) 2,160,080 2,160,080
Delaware Cnty, PA Auth
College Neumann College
Rfdg (a) 2,420,100 2,420,100
Delaware Cnty, PA Auth
College Neumann College Rfdg 1,040,790 1,040,790 2,081,580
Delaware Cnty, PA Auth First
Mtg Rev Riddle Vlg Proj Rfdg 1,009,220 1,009,220
Delaware Cnty, PA Auth Hosp
Rev Crozer Chester Med Ctr 1,011,450 1,011,450
Delaware Cnty, PA Auth Rev
White Horse Vlg Proj Ser A
Rfdg 1,058,140 1,058,140
Delaware Cnty, PA Indl Dev
Auth Rev Wtr Fac (AMT)
(FGIC Insd) 1,941,467 1,941,467
Delaware Cnty, PA Indl Dev
Auth Wtr Fac PA Suburban
Wtr (AMT) (AMBAC Insd) 2,636,000 2,636,000
Delaware Cnty, PA Regl Wtr
Qual (MBIA Insd) 1,375,570 1,375,570
Delaware Cnty, PA Regl Wtr
Qual (MBIA Insd) (a) 1,724,899 1,724,899
Delaware Cnty, PA Regl Wtr
Quality Ctl Auth Swr Rev
(MBIA Insd) (a) 1,646,574 1,646,574
Delaware Vly, PA Regl Fin Au 1,749,255 2,915,425 2,915,425 1,749,255 9,329,360
Downingtown, PA Area Sch Dis
(FSA Insd) 2,211,200 2,211,200
Erie, PA Sch Dist
(Prerefunded @ 09/01/10)
(AMBAC Insd) 3,199,420 3,199,420
Erie, PA Ser A (FSA Insd) 1,111,283 1,111,283
Exeter Twp, PA Sch Dist
(FGIC Insd) 2,916,002 2,916,002
Falls Twp, PA Hosp Auth Hosp
Rev DE Vly Med Rfdg (FHA Gtd 3,554,748 4,614,936 8,169,684
Fayette Cnty, PA (Prerefunde
@ 11/15/10) (AMBAC Insd) 1,137,640 1,137,640
Greater Latrobe, PA Sch Auth
(FGIC Insd) 2,214,720 2,214,720
Harrisburg, PA Auth Res Gtd
Sub Ser D-2 (FSA Insd) 1,643,595 2,191,460 1,643,595 1,095,730 6,574,380
Harrisburg, PA Auth Wtr Rev
Rfdg (FSA Insd) 3,250,170 2,166,780 1,706,339 7,123,289
Harveys Lake Genl Muni Auth
PA College Rev College
Misericordia Proj (ACA Insd) 1,079,610 1,079,610
Hempfield, PA Area Sch Dist
(FGIC Insd) 3,344,250 3,344,250
Hempfield, PA Area Sch Dist
(FGIC Insd) 3,260,644 3,260,644
Hempfield, PA Area Sch Dist
(FGIC Insd) 2,892,776 2,892,776
Jenkintown, PA Sch Dist Ser
A (FGIC Insd) (b) 1,404,570 1,044,290 2,448,860
L-2
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPQ VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION COUPON MATURITY
-----------------------------------------------------------------------------------------------------------------------
1,000 1,000 Kennett, PA Cons Sch Dist Ser
A (FGIC Insd) 5.250 02/15/19
2,000 2,000 Lehigh Cnty, PA Gen Purp Auth
Cedar Crest College Rfdg 6.700 04/01/26
2,000 2,000 Lehigh Cnty, PA Gen Purp Auth
Rev Good Shepherd Grp Ser A 5.500 11/01/24
1,000 1,000 Lehigh Cnty, PA Gen Purp Auth
Good Shepherd Grp Ser A 5.625 11/01/34
1,750 1,750 Lehigh Cnty, PA Gen Purp Auth
Rev Hosp Saint Lukes Bethlehem 5.375 08/15/33
1,500 1,500 Lehigh Northampton, PA Arpt
Ser A (AMT) (MBIA Insd) 6.000 05/15/25
2,700 2,700 Lehigh Northampton, PA Arpt
Ser A (AMT) (MBIA Insd) 6.000 05/15/30
2,310 2,310 Luzerne Cnty, PA Ser A (MBIA
Insd) (a) 5.250 11/15/17
2,050 2,050 Luzerne Cnty, PA Ser A (MBIA
Insd) 5.250 11/15/19
4,000 3,290 1,000 8,290 Luzerne Cnty, PA Ser A (MBIA
Insd) 5.250 11/15/25
1,000 3,000 2,650 6,650 Lycoming Cnty, PA Auth
College Rev PA College of
Technology (AMBAC Insd) 5.350 07/01/26
5,000 5,000 Lycoming Cnty, PA Auth
College Rev PA College of
Technology (AMBAC Insd) 5.375 07/01/30
905 905 Mars, PA Area Sch Dist Ser
AA (MBIA Insd) * 09/01/19
495 495 Mars, PA Area Sch Dist Ser
AA (MBIA Insd) * 09/01/21
1,000 1,000 Mercer Cnty, PA (FGIC Insd) 5.500 10/01/15
2,500 2,500 5,000 Mercer Cnty, PA Indl Dev Auth
Wtr Facs Philadelphia Sub
Corp (AMT) (MBIA Insd) 6.000 07/01/30
1,000 1,000 Mifflin Cnty, PA Hosp Auth
(Radian Insd) 6.200 07/01/25
2,500 2,500 Mifflin Cnty, PA Hosp Auth
Rev (Radian Insd) 6.200 07/01/30
1,000 1,000 1,000 3,000 Monroe Cnty, PA Hosp Auth
Rev Hosp Pocono Med Ctr 6.000 01/01/43
1,205 1,205 Monroeville, PA Muni Auth San
Ser B (MBIA Insd) 5.250 12/01/18
1,350 1,350 Monroeville, PA Muni Auth San
Ser B (MBIA Insd) (a) 5.250 12/01/20
1,150 1,150 Monroeville, PA Muni Auth San
Swr Rev Ser B (MBIA Insd) (a) 5.250 12/01/17
1,280 1,280 Monroeville, PA Muni Auth San
Swr Rev Ser B (MBIA Insd) (a) 5.250 12/01/19
1,500 2,000 2,000 1,000 6,500 Montgomery Cnty, PA Higher
Ed & Hlth Auth Hosp Rev
Abington Mem Hosp Ser A 5.125 06/01/32
1,000 1,000 1,000 900 3,900 Montgomery Cnty, PA Indl Dev
Auth Rev Res Rec Montenay
Proj Ser A (MBIA Insd) 5.250 11/01/14
2,345 2,345 Moon Indl Dev Auth PA Ed Fac
Rev Ellis Sch Proj 5.800 03/01/25
1,500 1,500 Mount Lebanon, PA Hosp Auth
Saint Clair Mem Hosp Ser A 5.625 07/01/32
1,000 1,000 Northeastern PA Hosp & Ed
Auth College Rev Gtd Luzerne
Cnty Cmnty College
(Prerefunded @ 02/15/05)
(AMBAC Insd) 6.625 08/15/15
1,225 1,225 Northampton Twp, PA (FGIC
Insd) (a) 5.375 05/15/15
1,000 1,000 Pennsylvania Econ Dev Fin
Auth Res Recovery Rev Colver
Proj Ser D (AMT) 7.150 12/01/18
2,000 2,000 Pennsylvania Econ Dev Fin
Auth Res Recovery Rev Colver
Proj Ser D (AMT) 7.050 12/01/10
1,450 1,450 Pennsylvania Econ Dev Fin
York Wtr Co Proj Ser A (AMT)
(XLCA Insd) 5.000 04/01/16
2,500 2,500 5,000 Pennsylvania Hsg Fin Agy
Single Family Mtg Rev Ser
70A (AMT) 5.900 04/01/31
2,000 2,150 4,150 Pennsylvania Hsg Fin Agy
Single Family Mtg Ser 61A (AMT) 5.500 04/01/29
2,395 2,395 4,790 Pennsylvania Hsg Fin Agy
Single Family Mtg Ser 66A (AMT) 5.650 04/01/29
1,260 1,255 2,515 Pennsylvania Hsg Fin Agy
Single Family Mtg Ser 67A (AMT) 5.900 10/01/30
1,500 1,500 Pennsylvania Intergvtl Coop
Auth Spl Tax Rev Philadelphia
Fdg Pgm Rfdg (FGIC Insd) 5.500 06/15/20
1,000 1,000 Pennsylvania St Higher Ed
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 5.000 07/01/28
3,000 3,000 Pennsylvania St Higher Ed
Fac Auth Rev Drexel Univ (a) 5.500 05/01/16
1,500 1,500 Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ
(Prerefunded @ 05/01/09) 6.000 05/01/24
1,750 1,750 Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ
(Prerefunded @ 05/01/09) 6.000 05/01/29
2,000 1,000 1,000 4,000 Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ 5.500 05/01/17
1,000 2,000 1,500 1,000 5,500 Pennsylvania St Higher Ed Fac
Auth Rev La Salle Univ 5.500 05/01/34
1,300 1,300 Pennsylvania St Higher Ed Fac
Auth Rev Lycoming Clg Assn
Indpt (Radian Insd) 5.250 11/01/19
1,000 1,170 1,000 1,000 4,170 Pennsylvania St Higher Ed Fac
Auth Rev Thomas Jefferson Univ 5.375 01/01/25
1,500 1,500 1,500 1,500 6,000 Pennsylvania St Higher Ed Fac
Auth Rev Univ Sciences
Philadelphia Ser A
(XLCA Insd) (b) 5.000 11/01/36
1,500 1,500 Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 5.250 07/01/18
1,500 1,500 Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 5.000 07/01/33
1,000 1,000 1,000 3,000 Pennsylvania St Higher Ed Fac
Messiah College Ser AA3
(Radian Insd) 5.500 11/01/22
1,560 1,560 Pennsylvania St Higher Ed Fac
Philadelphia College
Osteopathic Med (a) 5.000 12/01/16
1,645 1,645 Pennsylvania St Higher Ed Fac
Philadelphia College
Osteopathic Med (a) 5.000 12/01/17
1,725 1,725 Pennsylvania St Higher Ed Fac
Philadelphia College
Osteopathic Med (a) 5.000 12/01/18
1,000 1,000 2,000 Pennsylvania St Higher Ed Fac
Auth Rev UPMC Hlth Sys Ser A 6.250 01/15/18
3,600 3,000 6,600 Pennsylvania St Higher Ed Fac
Auth Rev UPMC Hlth Sys Ser A
(FSA Insd) 5.000 08/01/29
1,000 1,000 Pennsylvania St Higher Ed
Geneva College Proj 6.125 04/01/22
1,000 1,000 Pennsylvania St Higher Ed
UPMC Hlth Sys Ser A 6.250 01/15/17
1,850 3,000 1,000 2,000 7,850 Pennsylvania St Higher Ed
UPMC Hlth Sys Ser A 6.000 01/15/31
1,165 1,000 2,165 Pennsylvania St Indl Dev Auth
Econ Dev (AMBAC Insd) 5.500 07/01/14
2,000 2,000 Pennsylvania St Second Ser
(MBIA Insd) (Prerefunded @
10/01/09) 5.750 10/01/17
1,200 1,200 Pennsylvania St Tpk Commn Tpk
Rev Ser A (AMBAC Insd) 5.250 12/01/21
3,015 3,015 3,015 9,045 Pennsylvania St Tpk Commn Ser
T Rfdg (FGIC Insd) 5.500 12/01/10
4,505 4,505 Pennsylvania St Tpk Commn Tpk
Rev Ser T Rfdg (FGIC Insd) 5.500 12/01/13
2,000 2,000 Pennsylvania St Univ 5.000 09/01/29
1,000 1,500 1,500 4,000 Pennsylvania St Univ 5.000 09/01/35
1,390 1,390 Pennsylvania St Univ Rfdg 5.250 08/15/14
1,500 1,500 Pennsylvania St Univ Rfdg 5.250 03/01/17
1,970 1,970 Pennsylvania St Univ Rfdg 5.250 03/01/18
1,550 1,550 Perkiomen Vly Sch Dist PA Ser
A (FSA Insd) 5.250 03/01/28
3,000 3,000 Philadelphia, PA (FSA Insd) 5.000 03/15/28
1,500 1,500 3,000 Philadelphia, PA (FSA Insd) 5.250 09/15/25
VAP VPQ VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
----------------------------------------------------------------------------------------------
Kennett, PA Cons Sch Dist Ser
A (FGIC Insd) 1,109,700 1,109,700
Lehigh Cnty, PA Gen Purp Auth
Cedar Crest College Rfdg 2,092,460 2,092,460
Lehigh Cnty, PA Gen Purp Auth
Rev Good Shepherd Grp Ser A 2,088,340 2,088,340
Lehigh Cnty, PA Gen Purp Auth
Good Shepherd Grp Ser A 1,042,270 1,042,270
Lehigh Cnty, PA Gen Purp Auth
Rev Hosp Saint Lukes Bethlehem 1,795,115 1,795,115
Lehigh Northampton, PA Arpt
Ser A (AMT) (MBIA Insd) 1,669,965 1,669,965
Lehigh Northampton, PA Arpt
Ser A (AMT) (MBIA Insd) 3,005,937 3,005,937
Luzerne Cnty, PA Ser A (MBIA
Insd) (a) 2,582,695 2,582,695
Luzerne Cnty, PA Ser A (MBIA
Insd) 2,283,434 2,283,434
Luzerne Cnty, PA Ser A (MBIA
Insd) 4,396,400 3,616,039 1,099,100 9,111,539
Lycoming Cnty, PA Auth
College Rev PA College of
Technology (AMBAC Insd) 1,105,380 3,316,140 2,929,257 7,350,777
Lycoming Cnty, PA Auth
College Rev PA College of
Technology (AMBAC Insd) 5,471,500 5,471,500
Mars, PA Area Sch Dist Ser
AA (MBIA Insd) 477,342 477,342
Mars, PA Area Sch Dist Ser
AA (MBIA Insd) 233,412 233,412
Mercer Cnty, PA (FGIC Insd) 1,131,920 1,131,920
Mercer Cnty, PA Indl Dev Auth
Wtr Facs Philadelphia Sub
Corp (AMT) (MBIA Insd) 2,794,750 2,794,750 5,589,500
Mifflin Cnty, PA Hosp Auth
(Radian Insd) 1,129,250 1,129,250
Mifflin Cnty, PA Hosp Auth
Rev (Radian Insd) 2,823,125 2,823,125
Monroe Cnty, PA Hosp Auth
Rev Hosp Pocono Med Ctr 1,061,210 1,061,210 1,061,210 3,183,630
Monroeville, PA Muni Auth San
Ser B (MBIA Insd) 1,342,394 1,342,394
Monroeville, PA Muni Auth San
Ser B (MBIA Insd) (a) 1,498,082 1,498,082
Monroeville, PA Muni Auth San
Swr Rev Ser B (MBIA Insd) (a) 1,283,446 1,283,446
Monroeville, PA Muni Auth San
Swr Rev Ser B (MBIA Insd) (a) 1,423,078 1,423,078
Montgomery Cnty, PA Higher
Ed & Hlth Auth Hosp Rev
Abington Mem Hosp Ser A 1,529,040 2,038,720 2,038,720 1,019,360 6,625,840
Montgomery Cnty, PA Indl Dev
Auth Rev Res Rec Montenay
Proj Ser A (MBIA Insd) 1,134,780 1,134,780 1,134,780 1,021,302 4,425,642
Moon Indl Dev Auth PA Ed Fac
Rev Ellis Sch Proj 2,517,287 2,517,287
Mount Lebanon, PA Hosp Auth
Saint Clair Mem Hosp Ser A 1,565,925 1,565,925
Northeastern PA Hosp & Ed
Auth College Rev Gtd Luzerne
Cnty Cmnty College
(Prerefunded @ 02/15/05)
(AMBAC Insd) 1,001,800 1,001,800
Northampton Twp, PA (FGIC
Insd) (a) 1,365,287 1,365,287
Pennsylvania Econ Dev Fin
Auth Res Recovery Rev Colver
Proj Ser D (AMT) 1,023,470 1,023,470
Pennsylvania Econ Dev Fin
Auth Res Recovery Rev Colver
Proj Ser D (AMT) 2,046,180 2,046,180
Pennsylvania Econ Dev Fin
York Wtr Co Proj Ser A (AMT)
(XLCA Insd) 1,553,951 1,553,951
Pennsylvania Hsg Fin Agy
Single Family Mtg Rev Ser
70A (AMT) 2,598,000 2,598,000 5,196,000
Pennsylvania Hsg Fin Agy
Single Family Mtg Ser 61A (AMT) 2,051,380 2,205,234 4,256,614
Pennsylvania Hsg Fin Agy
Single Family Mtg Ser 66A (AMT) 2,459,042 2,459,042 4,918,084
Pennsylvania Hsg Fin Agy
Single Family Mtg Ser 67A (AMT) 1,300,307 1,295,147 2,595,454
Pennsylvania Intergvtl Coop
Auth Spl Tax Rev Philadelphia
Fdg Pgm Rfdg (FGIC Insd) 1,556,820 1,556,820
Pennsylvania St Higher Ed
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 1,045,010 1,045,010
Pennsylvania St Higher Ed
Fac Auth Rev Drexel Univ (a) 3,356,490 3,356,490
Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ
(Prerefunded @ 05/01/09) 1,639,860 1,639,860
Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ
(Prerefunded @ 05/01/09) 1,917,510 1,917,510
Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ 2,233,380 1,116,690 1,116,690 4,466,760
Pennsylvania St Higher Ed Fac
Auth Rev La Salle Univ 1,043,130 2,086,260 1,564,695 1,043,130 5,737,215
Pennsylvania St Higher Ed Fac
Auth Rev Lycoming Clg Assn
Indpt (Radian Insd) 1,419,080 1,419,080
Pennsylvania St Higher Ed Fac
Auth Rev Thomas Jefferson Univ
Pennsylvania St Higher Ed Fac
Auth Rev Univ Sciences 1,084,010 1,918,698 1,084,010 1,084,010 5,170,728
Philadelphia Ser A
(XLCA Insd) (b) 1,560,690 1,560,690 1,560,690 1,560,690 6,242,760
Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 1,649,130 1,649,130
Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 1,556,805 1,556,805
Pennsylvania St Higher Ed Fac
Messiah College Ser AA3
(Radian Insd) 1,095,070 1,095,070 1,095,070 3,285,210
Pennsylvania St Higher Ed Fac
Philadelphia College
Osteopathic Med (a) 1,690,556 1,690,556
Pennsylvania St Higher Ed Fac
Philadelphia College
Osteopathic Med (a) 1,774,659 1,774,659
Pennsylvania St Higher Ed Fac
Philadelphia College
Osteopathic Med (a) 1,852,615 1,852,615
Pennsylvania St Higher Ed Fac
Auth Rev UPMC Hlth Sys Ser A 1,142,340 1,142,340 2,284,680
Pennsylvania St Higher Ed Fac
Auth Rev UPMC Hlth Sys Ser A
(FSA Insd) 3,725,100 3,104,250 6,829,350
Pennsylvania St Higher Ed
Geneva College Proj 1,064,820 1,064,820
Pennsylvania St Higher Ed
UPMC Hlth Sys Ser A 1,144,640 1,144,640
Pennsylvania St Higher Ed
UPMC Hlth Sys Ser A 2,056,442 3,334,770 1,111,590 2,223,180 8,725,982
Pennsylvania St Indl Dev Auth
Econ Dev (AMBAC Insd) 1,318,897 1,132,100 2,450,997
Pennsylvania St Second Ser
(MBIA Insd) (Prerefunded @
10/01/09) 2,270,620 2,270,620
Pennsylvania St Tpk Commn Tpk
Rev Ser A (AMBAC Insd) 1,344,216 1,344,216
Pennsylvania St Tpk Commn Ser
T Rfdg (FGIC Insd) 3,415,995 3,415,995 3,415,995 10,247,985
Pennsylvania St Tpk Commn Tpk
Rev Ser T Rfdg (FGIC Insd) 5,214,718 5,214,718
Pennsylvania St Univ 2,110,120 2,110,120
Pennsylvania St Univ 1,049,860 1,574,790 1,574,790 4,199,440
Pennsylvania St Univ Rfdg 1,583,391 1,583,391
Pennsylvania St Univ Rfdg 1,669,755 1,669,755
Pennsylvania St Univ Rfdg 2,189,891 2,189,891
Perkiomen Vly Sch Dist PA Ser
A (FSA Insd) 1,679,704 1,679,704
Philadelphia, PA (FSA Insd) 3,100,710 3,100,710
Philadelphia, PA (FSA Insd) 1,636,905 1,636,905 3,273,810
L-3
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPQ VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION COUPON MATURITY
-------------------------------------------------------------------------------------------------------------------------
5,000 6,160 11,160 Philadelphia, PA Auth for
Indl Ser B (FSA Insd) 5.500 10/1/017
2,000 2,000 4,000 Philadelphia, PA Auth for
Indl Ser B (FSA Insd) 5.125 10/01/26
1,005 1,000 1,000 1,000 4,005 Philadelphia, PA Auth Indl
Dev Amern College Of Physicians 5.500 06/15/27
2,250 2,250 Philadelphia, PA Auth Indl
Dev Philadelphia Arpt Sys
Proj Ser A (AMT) (FGIC Insd) 5.125 07/01/19
2,500 2,500 Philadelphia, PA Auth Indl
Dev Philadelphia Arpt Sys
Proj Ser A (AMT) (FGIC Insd) 5.250 07/01/28
4,250 4,250 Philadelphia, PA Gas Wks Rev
12th Ser B (Escrowed to
Maturity) (MBIA Insd) 7.000 05/15/20
2,000 1,500 3,500 Philadelphia, PA Gas Wks Rev
1975 Gen Ordinance 17th Ser
(FSA Insd) 5.375 07/01/19
1,700 1,700 Philadelphia, PA Gas Wks Rev
18th Ser (AGC Insd) 5.250 08/01/21
3,250 1,750 5,000 Philadelphia, PA Gas Wks Rev
Second Ser (FSA Insd) 5.250 07/01/29
1,500 1,500 Philadelphia, PA Gas Wks Rev
Third Ser S (FSA Insd) 5.125 08/01/31
1,000 1,000 Philadelphia, PA Hosp &
Higher Ed Fac Auth Hosp Rev
PA Hosp Rfdg (Escrowed to
Maturity) 6.250 07/01/06
1,000 1,000 Philadelphia, PA Hosp &
Higher Ed Fac Auth Rev
Chestnut Hill College 6.000 10/01/29
1,455 1,455 Philadelphia, PA Hosp &
Higher Ed Fac Auth Rev Cmnty
College Ser B Rfdg (MBIA
Insd) (a) 6.500 05/01/09
1,645 1,645 Philadelphia, PA Pkg Auth Rev
Ser A (AMBAC Insd) 5.250 02/15/29
4,675 4,675 Philadelphia, PA Redev Auth
Rev Neighborhood Trans Ser A
(FGIC Insd) 5.250 04/15/12
1,905 1,905 Philadelphia, PA Redev Auth
Rev Neighborhood Trans Ser A
(FGIC Insd) 5.500 04/15/16
1,250 1,250 Philadelphia, PA Sch Dist Ser
A (Prerefunded @ 02/01/11)
(FSA Insd) 5.750 02/01/13
2,000 2,000 Philadelphia, PA Sch Dist Ser
B (Prerefunded @ 09/01/05)
(AMBAC Insd) 5.500 09/01/18
4,100 4,100 Philadelphia, PA Wtr & Swr
Rev Cap Apprec 14th Ser
(MBIA Insd) * 10/01/07
3,675 3,675 Philadelphia, PA Wtr &
Wastewtr Rev Rfdg (AMBAC Insd) 5.500 06/15/07
3,000 3,000 Philadelphia, PA Wtr &
Wastewtr Rev Rfdg (MBIA Insd) 5.625 06/15/08
500 500 Pittsburgh & Allegheny Cnty,
PA Pub Aud Hotel Room (AMBAC
Insd) 5.125 02/01/35
5,000 4,000 2,500 4,500 16,000 Pittsburgh & Allegheny Cnty,
PA Pub Aud Regl Asset Dist
Sales Tax (AMBAC Insd) 5.000 02/01/24
4,990 4,990 Pittsburgh & Allegheny Cnty,
PA Pub Aud Regl Asset Dist
Sales Tax (AMBAC Insd) 5.000 02/01/29
1,000 1,000 2,000 Pittsburgh, PA Pub Pkg Auth
Rev Ser B (FGIC Insd) (b) 5.000 12/01/23
2,500 2,500 5,000 10,000 Pittsburgh, PA Ser A (AMBAC
Insd) 5.500 09/01/17
2,000 2,000 Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09)
(FGIC Insd) 5.750 09/01/21
3,000 3,000 Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09)
(FGIC Insd) 5.750 09/01/22
1,000 1,000 Pittsburgh, PA Urban Redev
Auth Cent Triangle Tax
Increment Ser A 6.100 05/01/19
500 1,000 1,500 Pittsburgh, PA Urban Redev
Auth Mtg Rev Ser C Rfdg (AMT) 6.500 10/01/23
1,570 1,570 Pittsburgh, PA Urban Redev
Auth Mtg Rev Ser C Rfdg (AMT)
(GNMA Collateralized) 5.700 04/01/30
2,000 3,700 5,700 Pittsburgh, PA Wtr & Swr Rfdg
(FGIC Insd) 6.500 09/01/13
1,765 1,765 Quaker Valley, PA Sch Dist
(FSA Insd) (a) 5.375 04/01/20
1,860 1,860 Quaker Valley, PA Sch Dist
(FSA Insd) (a) 5.375 04/01/21
1,960 1,960 Quaker Valley, PA Sch Dist
(FSA Insd) (a) 5.375 04/01/22
1,375 1,375 Red Lion, PA Area Sch Dist
Ser A (FSA Insd) (a) (b) 5.000 02/01/20
2,000 2,000 Rostraver Twp, PA (AMBAC Insd) 5.500 07/01/24
1,050 1,050 Scranton, PA Ser B
(AMBAC Insd) (a) 5.000 09/01/17
1,000 1,000 2,000 1,000 5,000 Southcentral, PA Gen Auth Rev
Wellspan Hlth Oblig (MBIA Insd) 5.375 05/15/28
1,000 1,000 State Pub Sch Bldg Auth PA
Delaware Cnty College Proj
(MBIA Insd) 5.750 10/01/16
1,075 1,075 State Pub Sch Bldg Auth PA
North Hampton Cnty Ser A Rfdg
(AMBAC Insd) 5.000 03/01/20
685 685 State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist (FGIC
Insd) 5.250 11/01/18
1,220 1,220 State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist (FGIC
Insd) (Prerefunded @ 11/01/13) 5.250 11/01/18
360 360 State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist Proj
(FGIC Insd) 5.250 11/01/19
640 640 State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist Proj
(FGIC Insd) (Prerefunded @
11/01/13) 5.250 11/01/19
2,120 2,120 State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist Proj
(FGIC Insd) (a) 5.250 11/01/20
1,000 1,000 State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist Proj
(FGIC Insd) 5.250 11/01/22
2,480 2,480 State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist Proj
(FGIC Insd) (a) 5.250 11/01/23
2,360 2,360 State Pub Sch Bldg Auth PA
Sch Rev Jefferson Cnty Dubois
Tech Sch (FGIC Insd) (a) 5.375 02/01/23
1,205 1,205 State Pub Sch Bldg Auth PA
Sch Tuscarora Sch Dist Proj
(FSA Insd) (a) 5.250 04/01/20
1,270 1,270 State Pub Sch Bldg Auth PA
Sch Tuscarora Sch Dist Proj
(FSA Insd) (a) 5.250 04/01/21
1,140 1,000 2,140 Susquehanna Area Regl Arpt
Auth PA Ser A (AMT) (AMBAC
Insd) 5.375 01/01/21
2,545 2,545 Susquehanna Area Regl Arpt
Auth Ser A (AMT) (AMBAC
Insd) (a) 5.500 01/01/18
5,205 5,205 Susquehanna Area Regl Arpt
Auth PA Arpt Sys Rev Ser A
(AMT) (AMBAC Insd) 5.375 01/01/23
1,500 1,500 1,500 1,000 5,500 Susquehanna Area Regl Arpt
Auth PA Ser D 5.375 01/01/18
1,950 1,950 Swarthmore Boro Auth PA
College 5.250 09/15/18
1,850 1,000 2,850 Trinity Area Sch Dist PA
(FGIC Insd) 5.250 11/01/20
1,000 1,000 Union Cnty, PA Higher Ed Fac
Auth Bucknell Univ Ser A 5.250 04/01/19
1,000 1,000 Union Cnty, PA Higher Edl
Bucknell Univ Ser A 5.250 04/01/21
500 500 Union Cnty, PA Higher Edl
Bucknell Univ Ser A 5.250 04/01/22
2,300 2,300 Union Cnty, PA Hosp Auth Hosp
Rev Evangelical Cmnty Hosp
(Radian Insd) 5.250 08/01/24
2,155 2,155 Uniontown Area, PA Sch Dist
Ser A (Prerefunded @ 10/01/12)
(FSA Insd) 5.500 10/01/27
3,000 3,000 Uniontown Area, PA Sch Dist
Ser A (Prerefunded @ 10/01/12)
(FSA Insd) 5.500 10/01/30
1,285 1,285 Unity Twp, PA Muni Auth Swr
Rev (FSA Insd) 5.000 12/01/24
720 720 1,440 Washington Cnty, PA Auth Rev
Cap Fdg Proj & Equip Pgm (AMBAC
Insd) 6.150 12/01/29
2,500 2,000 1,350 5,850 Washington Cnty, PA Ser A
(AMBAC Insd) 5.125 09/01/27
1,000 1,000 Wayne Highlands, PA Sch Dist
(FSA Insd) 5.375 04/01/14
1,000 2,000 3,000 West Shore, PA Area Hosp Auth
Holy Spirit Hosp Proj 6.250 01/01/32
1,000 1,000 Wilson, PA Area Sch Dist
(FGIC Insd) 5.125 03/15/16
1,230 1,230 Wilson, PA Sch Dist Second
Ser (FSA Insd) 5.375 05/15/15
VAP VPQ VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
--------------------------------------------------------------------------------------------------
Philadelphia, PA Auth for
Indl Ser B (FSA Insd) 5,637,700 6,945,646 12,583,346
Philadelphia, PA Auth for
Indl Ser B (FSA Insd) 2,145,300 2,145,300 4,290,600
Philadelphia, PA Auth Indl
Dev Amern College Of Physicians 1,059,290 1,054,020 1,054,020 1,054,020 4,221,350
Philadelphia, PA Auth Indl
Dev Philadelphia Arpt Sys
Proj Ser A (AMT) (FGIC Insd) 2,397,938 2,397,938
Philadelphia, PA Auth Indl
Dev Philadelphia Arpt Sys
Proj Ser A (AMT) (FGIC Insd) 2,621,050 2,621,050
Philadelphia, PA Gas Wks Rev
12th Ser B (Escrowed to
Maturity) (MBIA Insd) 5,317,770 5,317,770
Philadelphia, PA Gas Wks Rev
1975 Gen Ordinance 17th Ser
(FSA Insd) 2,227,320 1,670,490 3,897,810
Philadelphia, PA Gas Wks Rev
18th Ser (AGC Insd) 1,860,259 1,860,259
Philadelphia, PA Gas Wks Rev
Second Ser (FSA Insd) 3,487,933 1,878,118 5,366,051
Philadelphia, PA Gas Wks Rev
Third Ser S (FSA Insd) 1,564,260 1,564,260
Philadelphia, PA Hosp &
Higher Ed Fac Auth Hosp Rev
PA Hosp Rfdg (Escrowed to
Maturity) 1,050,920 1,050,920
Philadelphia, PA Hosp &
Higher Ed Fac Auth Rev
Chestnut Hill College 1,017,180 1,017,180
Philadelphia, PA Hosp &
Higher Ed Fac Auth Rev Cmnty
College Ser B Rfdg (MBIA
Insd) (a) 1,661,188 1,661,188
Philadelphia, PA Pkg Auth Rev
Ser A (AMBAC Insd) 1,748,717 1,748,717
Philadelphia, PA Redev Auth
Rev Neighborhood Trans Ser A
(FGIC Insd) 5,255,168 5,255,168
Philadelphia, PA Redev Auth
Rev Neighborhood Trans Ser A
(FGIC Insd) 2,140,534 2,140,534
Philadelphia, PA Sch Dist Ser
A (Prerefunded @ 02/01/11)
(FSA Insd) 1,431,200 1,431,200
Philadelphia, PA Sch Dist Ser
B (Prerefunded @ 09/01/05)
(AMBAC Insd) 2,059,160 2,059,160
Philadelphia, PA Wtr & Swr
Rev Cap Apprec 14th Ser
(MBIA Insd) 3,821,036 3,821,036
Philadelphia, PA Wtr &
Wastewtr Rev Rfdg (AMBAC Insd) 3,926,407 3,926,407
Philadelphia, PA Wtr &
Wastewtr Rev Rfdg (MBIA Insd) 3,282,960 3,282,960
Pittsburgh & Allegheny Cnty,
PA Pub Aud Hotel Room (AMBAC
Insd) 525,345 525,345
Pittsburgh & Allegheny Cnty,
PA Pub Aud Regl Asset Dist
Sales Tax (AMBAC Insd) 5,347,800 4,278,240 2,673,900 4,813,020 17,112,960
Pittsburgh & Allegheny Cnty,
PA Pub Aud Regl Asset Dist
Sales Tax (AMBAC Insd) 5,201,676 5,201,676
Pittsburgh, PA Pub Pkg Auth
Rev Ser B (FGIC Insd) (b) 1,077,580 1,077,580 2,155,160
Pittsburgh, PA Ser A (AMBAC
Insd) 2,760,050 2,760,050 5,520,100 11,040,200
Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09)
(FGIC Insd) 2,218,000 2,218,000
Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09)
(FGIC Insd) 3,327,000 3,327,000
Pittsburgh, PA Urban Redev
Auth Cent Triangle Tax
Increment Ser A 1,083,210 1,083,210
Pittsburgh, PA Urban Redev
Auth Mtg Rev Ser C Rfdg (AMT) 518,460 1,036,920 1,555,380
Pittsburgh, PA Urban Redev
Auth Mtg Rev Ser C Rfdg (AMT)
(GNMA Collateralized) 1,611,888 1,611,888
Pittsburgh, PA Wtr & Swr Rfdg
(FGIC Insd) 2,395,020 4,430,787 6,825,807
Quaker Valley, PA Sch Dist
(FSA Insd) (a) 1,987,849 1,987,849
Quaker Valley, PA Sch Dist
(FSA Insd) (a) 2,090,231 2,090,231
Quaker Valley, PA Sch Dist
(FSA Insd) (a) 2,194,553 2,194,553
Red Lion, PA Area Sch Dist
Ser A (FSA Insd) (a) (b) 1,503,425 1,503,425
Rostraver Twp, PA (AMBAC Insd) 2,219,700 2,219,700
Scranton, PA Ser B
(AMBAC Insd) (a) 1,144,805 1,144,805
Southcentral, PA Gen Auth Rev
Wellspan Hlth Oblig (MBIA Insd) 1,067,410 1,067,410 2,134,820 1,067,410 5,337,050
State Pub Sch Bldg Auth PA
Delaware Cnty College Proj
(MBIA Insd) 1,133,640 1,133,640
State Pub Sch Bldg Auth PA
North Hampton Cnty Ser A Rfdg
(AMBAC Insd) 1,161,699 1,161,699
State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist (FGIC
Insd) 764,412 764,412
State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist (FGIC
Insd) (Prerefunded @ 11/01/13) 1,386,359 1,386,359
State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist Proj
(FGIC Insd) 400,964 400,964
State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist Proj
(FGIC Insd) (Prerefunded @
11/01/13) 727,270 727,270
State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist Proj
(FGIC Insd) (a) 2,357,058 2,357,058
State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist Proj
(FGIC Insd) 1,108,040 1,108,040
State Pub Sch Bldg Auth PA
Sch Conneaut Sch Dist Proj
(FGIC Insd) (a) 2,746,972 2,746,972
State Pub Sch Bldg Auth PA
Sch Rev Jefferson Cnty Dubois
Tech Sch (FGIC Insd) (a) 2,645,088 2,645,088
State Pub Sch Bldg Auth PA
Sch Tuscarora Sch Dist Proj
(FSA Insd) (a) 1,336,176 1,336,176
State Pub Sch Bldg Auth PA
Sch Tuscarora Sch Dist Proj
(FSA Insd) (a) 1,405,039 1,405,039
Susquehanna Area Regl Arpt
Auth PA Ser A (AMT) (AMBAC
Insd) 1,231,211 1,080,010 2,311,221
Susquehanna Area Regl Arpt
Auth Ser A (AMT) (AMBAC
Insd) (a) 2,793,621 2,793,621
Susquehanna Area Regl Arpt
Auth PA Arpt Sys Rev Ser A
(AMT) (AMBAC Insd) 5,592,408 5,592,408
Susquehanna Area Regl Arpt
Auth PA Ser D 1,552,185 1,552,185 1,552,185 1,034,790 5,691,345
Swarthmore Boro Auth PA
College 2,169,882 2,169,882
Trinity Area Sch Dist PA
(FGIC Insd) 2,056,867 1,111,820 3,168,687
Union Cnty, PA Higher Ed Fac
Auth Bucknell Univ Ser A 1,110,420 1,110,420
Union Cnty, PA Higher Edl
Bucknell Univ Ser A 1,106,330 1,106,330
Union Cnty, PA Higher Edl
Bucknell Univ Ser A 552,835 552,835
Union Cnty, PA Hosp Auth Hosp
Rev Evangelical Cmnty Hosp
(Radian Insd) 2,447,706 2,447,706
Uniontown Area, PA Sch Dist
Ser A (Prerefunded @ 10/01/12)
(FSA Insd) 2,425,840 2,425,840
Uniontown Area, PA Sch Dist
Ser A (Prerefunded @ 10/01/12)
(FSA Insd) 3,345,360 3,345,360
Unity Twp, PA Muni Auth Swr
Rev (FSA Insd) 1,383,675 1,383,675
Washington Cnty, PA Auth Rev
Cap Fdg Proj & Equip Pgm (AMBAC
Insd) 766,778 766,778 1,533,556
Washington Cnty, PA Ser A
(AMBAC Insd) 2,651,925 2,121,540 1,432,040 6,205,505
Wayne Highlands, PA Sch Dist
(FSA Insd) 1,125,850 1,125,850
West Shore, PA Area Hosp Auth
Holy Spirit Hosp Proj 1,075,610 2,151,220 3,226,830
Wilson, PA Area Sch Dist
(FGIC Insd) 1,103,420 1,103,420
Wilson, PA Sch Dist Second
Ser (FSA Insd) 1,378,018 1,378,018
L-4
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPQ VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) (000) DESCRIPTION COUPON MATURITY
------------------------------------------------------------------------------------------------------------------------------
1,075 1,075 Wilson, PA Sch Dist Second
Ser (FSA Insd) 5.375 05/15/16
1,100 1,100 York Cnty, PA (AMBAC Insd) 5.000 06/01/19
1,240 1,240 York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 5.375 02/15/18
500 500 York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 5.500 02/15/22
1,000 1,000 York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 5.500 02/15/23
Guam 0.4%
1,585 1,585 Guam Intl Arpt Auth Gen Ser
B (MBIA Insd) 5.250 10/01/21
Puerto Rico 1.2%
4,000 $ 4,000 Puerto Rico Comwlth Hwy &
Tran Auth Hwy Rev Ser Y Rfdg
(FSA Insd) 6.250 07/01/21
U. S. Virgin Islands 1.9%
1,500 1,500 University Virgin Islands
Impt Ser A 5.375 06/01/34
1,000 2,000 3,000 Virgin Islands Pub Fin Auth
Rev Gross Rcpt Taxes Ln Nt
Ser A (ACA Insd) 6.125 10/01/29
1,000 1,000 Virgin Islands Pub Fin Auth
Rev Gross Rcpts Taxes Nt Ser A 6.375 10/01/19
1,500 1,500 Virgin Islands Pub Fin Auth
Rev Gross Rcpts Taxes Nt Ser A 6.500 10/01/24
Short-Term Investments 5.2%
2,700 600 800 2,400 6,500 Delaware Cnty, PA Indl Dev
Auth Dates United Parcel
Svc Proj (c) 1.750 12/01/15
4,700 8,200 1,100 14,000 Delaware Cnty, PA Indl Dev
Auth Pollutn Ctl Rev Exelon
Rmkt (c) 1.970 04/01/05
520 200 720 Lehigh Cnty, PA Gen Purp
Auth Adj Hosp Lehigh Vy Hosp
Ser A (c) 1.820 07/01/28
600 600 South Fork Muni Auth PA Hosp
Rev Conemaugh Hlth Sys Ser A
(MBIA Insd) (c) 1.820 07/01/28
VAP VPQ VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
------------------------------------------------------------------------------------------------------------------------------------
Wilson, PA Sch Dist Second
Ser (FSA Insd) 1,202,162 1,202,162
York Cnty, PA (AMBAC Insd) 1,195,601 1,195,601
York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 1,394,926 1,394,926
York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 566,205 566,205
York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 1,130,770 1,130,770
------------------------------------------------------------------
108,765,271 201,231,325 184,067,097 110,348,581 604,412,274
------------------------------------------------------------------
Guam 0.4%
Guam Intl Arpt Auth Gen Ser
B (MBIA Insd) 1,757,226 1,757,226
------------------------------------------------------------------
Puerto Rico 1.2%
Puerto Rico Comwlth Hwy &
Tran Auth Hwy Rev Ser Y Rfdg
(FSA Insd) 5,111,880 5,111,880
------------------------------------------------------------------
U. S. Virgin Islands 1.9%
University Virgin Islands
Impt Ser A 1,577,565 1,577,565
Virgin Islands Pub Fin Auth
Rev Gross Rcpt Taxes Ln Nt
Ser A (ACA Insd) 1,138,160 2,276,320 3,414,480
Virgin Islands Pub Fin Auth
Rev Gross Rcpts Taxes Nt Ser 1,157,460 1,157,460
Virgin Islands Pub Fin Auth
Rev Gross Rcpts Taxes Nt Ser 1,737,525 1,737,525
------------------------------------------------------------------
1,138,160 1,737,525 3,853,885 1,157,460 7,887,030
------------------------------------------------------------------
Total Long-Term Investments 149.1%
(Cost $571,718,197) 109,903,431 202,968,850 187,920,982 118,375,147 619,168,410
Delaware Cnty, PA Indl Dev
Auth Dates United Parcel
Svc Proj (c) 2,700,000 600,000 800,000 2,400,000 6,500,000
Delaware Cnty, PA Indl Dev
Auth Pollutn Ctl Rev Exelon
Rmkt (c) 4,700,000 8,200,000 1,100,000 14,000,000
Lehigh Cnty, PA Gen Purp
Auth Adj Hosp Lehigh Vy Hosp
Ser A (c) 520,000 200,000 720,000
South Fork Muni Auth PA Hosp
Rev Conemaugh Hlth Sys Ser A
(MBIA Insd) (c) 600,000 600,000
Total Short-Term Investments 5.2% ------------------------------------------------------------------
(Cost $21,820,000) 8,000,000 1,120,000 9,200,000 3,500,000 21,820,000
------------------------------------------------------------------
Total Investments 154.3%
(Cost $593,538,197)
117,903,431 204,088,850 197,120,982 121,875,147 640,988,410
Liabilities in Excess of Other Assets (1.3%)
Preferred Shares (including accrued distributions) (53.0%) (3,160,996) 816,264 (125,643) (3,081,105) (5,551,480)
(40,008,110) (65,038,466) (70,080,556) (45,011,404)(220,138,536)
------------------------------------------------------------------
Net Assets Applicable to Common Shares 100.0% $ 74,734,325 $139,866,648 $126,914,783 $ 73,782,638 $415,298,394
==================================================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero Coupon Bond
(a) The Trust owns 100% of bond issuance.
(b) Securities purchased on a when-issued or delayed delivery
basis.
(c) Security includes a put feature allowing the Trust to
periodically put the security back to the issuer at amortized
cost on specified put dates. The interest rate shown
represents the current interest rate earned by the Trust
based on the most recent reset date.
ACA American Capital Access
AGC AGC Insured Custody Certificates
AMBAC AMBAC Indemnity Corp.
AMT Alternative Minimum Tax
FGIC Financial Guaranty Insurance Co.
FHA Federal Housing Administration
FSA Financial Security Assurance Inc.
GNMA Government National Mortgage Association
LOC Letter of Credit
MBIA Municipal Bond Investors Assurance Corp.
Radian Radian Asset Assurance
XLCA XL Capital Assurance Inc.
L-5
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP)-
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ)-
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPQ VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
-------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 149.5%
PENNSYLVANIA 145.7%
$ 2,000 $ 1,000 $ 3,000 Allegheny Cnty, PA Arpt Auth
Pittsburgh Intl Arpt Rfdg (AMT)
(FGIC Insd) 5.750% 01/01/18
$ 1,000 1,000 2,000 Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ 5.125 03/01/32
1,500 1,250 2,750 Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ 5.250 03/01/32
1,360 1,360 Allegheny Cnty, PA Hosp Dev Auth
Rev Hlth Sys Ser A (MBIA Insd) 6.500 11/15/30
2,000 2,000 4,000 Allegheny Cnty, PA Port Auth Spl
Rev Trans (Prerefunded @
03/01/09) (MBIA Insd) 6.000 03/01/24
1,300 1,300 Allegheny Cnty, PA Redev Auth
Tax Increment Rev Robinson Mall
Proj Ser A 7.000 11/01/17
905 1,355 905 3,165 Allegheny Cnty, PA Residential
Mtg Single Family Ser KK-2 (AMT)
(GNMA Collateralized) 5.750 05/01/33
1,525 1,525 Allegheny Cnty, PA Residential
Mtg Single Family Ser MM (AMT)
(GNMA Collateralized) 5.200 05/01/33
1,000 1,000 Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 5.750 12/01/13
1,830 1,830 Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 5.750 12/01/18
2,000 1,000 3,000 Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 5.500 12/01/24
3,000 3,000 Allegheny Cnty, PA San Auth Swr
(MBIA Insd) 5.500 12/01/30
2,575 2,575 Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) (a) * 12/01/08
2,380 2,380 Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) * 06/01/09
1,645 1,645 Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) (a) * 12/01/09
2,600 2,600 Allentown, PA Area Hosp Auth Rev
Sacred Heart Hosp of Allentown
Ser A Rfdg 6.750 11/15/14
1,000 1,000 2,000 Ambridge, PA Area Sch Dist
(MBIA Insd) 5.500 11/01/31
2,640 2,640 Bensalem Twp, PA Sch Dist
(FGIC Insd) (a) 5.000 08/15/18
1,695 1,695 Berks Cnty, PA Muni Auth
Albright College Proj (a) 5.500 10/01/16
1,800 1,800 Berks Cnty, PA Muni Auth
Albright College Proj (a) 5.500 10/01/17
3,000 2,000 5,000 Berks Cnty, PA Muni Auth Hosp
Rev Reading Hosp & Med Ctr Proj
(Prerefunded @ 11/01/09)
(FSA Insd) 6.000 11/01/29
1,000 1,000 1,000 3,000 Bethlehem, PA Auth Wtr Gtd
(FSA Insd) 5.000 11/15/19
1,150 1,150 Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 5.375 06/01/14
1,215 1,215 Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 5.375 06/01/15
1,000 1,000 Canon McMillan Sch Dist PA Ser B
(FGIC Insd) 5.500 12/01/29
870 870 870 2,610 Carbon Cnty, PA Indl Dev Auth
Panther Creek Partn Proj Rfdg
(AMT) (LOC: Paribas & Union Bk
of CA Intl) 6.650 05/01/10
1,500 2,000 1,000 4,500 Central Dauphin, PA Sch Dist
(FSA Insd) 5.000 12/01/19
1,000 1,000 Chartiers Valley, PA Indl & Coml
Dev Auth First Mtg Rev Asbury
Hlth Cent Rfdg 6.375 12/01/19
1,000 1,000 Chartiers Valley, PA Indl & Coml
Dev Auth First Mtg Rev Asbury
Hlth Cent Rfdg 6.375 12/01/24
1,000 1,000 2,000 Chester Cnty, PA Indl Dev Auth
Rev Collegium Charter Sch Proj
Ser A (ACA Insd) 5.500 04/15/31
1,500 1,500 Crawford Cnty, PA Hosp Auth Sr
Living Fac Rev Westbury Utd
Methodist Cmnty 6.250 08/15/29
1,000 1,000 Cumberland Cnty, PA Muni Auth
Dickinson College Ser A
(AMBAC Insd) 5.500 11/01/30
5,000 5,000 Dauphin Cnty, PA Genl Auth Hosp
Rev Hapsco Western PA Hosp Proj
B Rfdg (Escrowed to Maturity)
(MBIA Insd) 6.250 07/01/16
2,000 2,000 Delaware Cnty, PA Auth College
Cabrini College (Radian Insd) 5.750 07/01/23
2,295 2,295 Delaware Cnty, PA Auth College
Neumann College Rfdg (a) 5.875 10/01/21
1,000 1,000 2,000 Delaware Cnty, PA Auth College
Neumann College Rfdg 6.000 10/01/31
1,000 1,000 Delaware Cnty, PA Auth First Mtg
Rev Riddle Vlg Proj Rfdg 6.875 06/01/16
1,000 1,000 Delaware Cnty, PA Auth Hosp Rev
Crozer Chester Med Ctr 6.000 12/15/09
1,000 1,000 Delaware Cnty, PA Auth Rev White
Horse Vlg Proj Ser A Rfdg 7.625 07/01/30
1,750 1,750 Delaware Cnty, PA Indl Dev Auth
Rev Wtr Fac (AMT) (FGIC Insd) 6.000 06/01/29
2,500 2,500 Delaware Cnty, PA Indl Dev Auth
Wtr Fac PA Suburban Wtr (AMT)
(AMBAC Insd) 5.350 10/01/31
1,230 1,230 Delaware Cnty, PA Regl Wtr Qual
(MBIA Insd) 5.250 05/01/19
1,555 1,555 Delaware Cnty, PA Regl Wtr Qual
(MBIA Insd) (a) 5.250 05/01/22
1,500 2,500 1,500 5,500 Delaware Vly, PA Regl Fin Auth 5.750 07/01/17
2,000 2,000 Downingtown, PA Area Sch Dist
(FSA Insd) 5.250 04/01/15
1,010 1,010 Erie, PA Ser A (FSA Insd) 5.000 11/15/18
2,735 2,735 Exeter Twp, PA Sch Dist
(FGIC Insd) 5.000 05/15/25
3,420 3,420 Falls Twp, PA Hosp Auth Hosp
Rev DE Vly Med Rfdg (FHA Gtd) 7.000 08/01/22
2,000 2,000 Greater Latrobe, PA Sch Auth
(FGIC Insd) 5.250 04/01/17
1,500 2,000 1,000 4,500 Harrisburg, PA Auth Res Gtd Sub
Ser D-2 (FSA Insd) 5.000 12/01/33
3,000 1,575 4,575 Harrisburg, PA Auth Wtr Rev Rfdg
(FSA Insd) 5.000 07/15/21
1,000 1,000 Harveys Lake Genl Muni Auth PA
College Rev College Misericordia
Proj (ACA Insd) 6.000 05/01/19
2,925 2,925 Hempfield, PA Area Sch Dist
(FGIC Insd) 5.375 02/15/17
2,595 2,595 Hempfield, PA Area Sch Dist
(FGIC Insd) 5.375 02/15/19
1,345 1,000 2,345 Jenkintown, PA Sch Dist Ser A
(FGIC Insd) (b) 5.000 05/15/28
1,000 1,000 Kennett, PA Cons Sch Dist Ser A
(FGIC Insd) 5.250 02/15/19
2,000 2,000 Lehigh Cnty, PA Gen Purp Auth
Cedar Crest College Rfdg 6.700 04/01/26
1,000 1,000 Lehigh Cnty, PA Gen Purp Auth
Good Shepherd Grp Ser A 5.625 11/01/34
1,750 1,750 Lehigh Cnty, PA Gen Purp Auth
Rev Hosp Saint Lukes Bethlehem 5.375 08/15/33
2,310 2,310 Luzerne Cnty, PA Ser A
(MBIA Insd) (a) 5.250 11/15/17
4,000 1,000 5,000 Luzerne Cnty, PA Ser A
(MBIA Insd) 5.250 11/15/25
VAP VPQ VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
---------------------------------------------------------------------------------------------
Allegheny Cnty, PA Arpt Auth
Pittsburgh Intl Arpt Rfdg (AMT)
(FGIC Insd) $ 2,154,960 $ 1,077,480 $ 3,232,440
Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ $ 1,046,090 1,046,090 2,092,180
Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ 1,590,390 1,325,325 2,915,715
Allegheny Cnty, PA Hosp Dev Auth
Rev Hlth Sys Ser A (MBIA Insd) 1,595,457 1,595,457
Allegheny Cnty, PA Port Auth Spl
Rev Trans (Prerefunded @
03/01/09) (MBIA Insd) 2,266,020 2,266,020 4,532,040
Allegheny Cnty, PA Redev Auth
Tax Increment Rev Robinson Mall
Proj Ser A 1,396,122 1,396,122
Allegheny Cnty, PA Residential
Mtg Single Family Ser KK-2 (AMT)
(GNMA Collateralized) 941,037 1,408,956 941,037 3,291,030
Allegheny Cnty, PA Residential
Mtg Single Family Ser MM (AMT)
(GNMA Collateralized) 1,558,733 1,558,733
Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 1,144,810 1,144,810
Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 2,092,166 2,092,166
Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 2,243,860 1,121,930 3,365,790
Allegheny Cnty, PA San Auth Swr
(MBIA Insd) 3,331,740 3,331,740
Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) (a) 2,303,312 2,303,312
Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) 2,081,477 2,081,477
Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) (a) 1,411,476 1,411,476
Allentown, PA Area Hosp Auth Rev
Sacred Heart Hosp of Allentown
Ser A Rfdg 2,629,536 2,629,536
Ambridge, PA Area Sch Dist
(MBIA Insd) 1,107,700 1,107,700 2,215,400
Bensalem Twp, PA Sch Dist
(FGIC Insd) (a) 2,876,993 2,876,993
Berks Cnty, PA Muni Auth
Albright College Proj (a) 1,841,804 1,841,804
Berks Cnty, PA Muni Auth
Albright College Proj (a) 1,944,108 1,944,108
Berks Cnty, PA Muni Auth Hosp
Rev Reading Hosp & Med Ctr Proj
(Prerefunded @ 11/01/09)
(FSA Insd) 3,470,070 2,313,380 5,783,450
Bethlehem, PA Auth Wtr Gtd
(FSA Insd) 1,097,700 1,097,700 1,097,700 3,293,100
Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 1,292,773 1,292,773
Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 1,364,895 1,364,895
Canon McMillan Sch Dist PA Ser B
(FGIC Insd) 1,102,430 1,102,430
Carbon Cnty, PA Indl Dev Auth
Panther Creek Partn Proj Rfdg
(AMT) (LOC: Paribas & Union Bk
of CA Intl) 945,003 945,003 945,003 2,835,009
Central Dauphin, PA Sch Dist
(FSA Insd) 1,638,405 2,184,540 1,092,270 4,915,215
Chartiers Valley, PA Indl & Coml
Dev Auth First Mtg Rev Asbury
Hlth Cent Rfdg 1,023,310 1,023,310
Chartiers Valley, PA Indl & Coml
Dev Auth First Mtg Rev Asbury
Hlth Cent Rfdg 1,007,920 1,007,920
Chester Cnty, PA Indl Dev Auth
Rev Collegium Charter Sch Proj
Ser A (ACA Insd) 1,058,360 1,058,360 2,116,720
Crawford Cnty, PA Hosp Auth Sr
Living Fac Rev Westbury Utd
Methodist Cmnty 1,544,655 1,544,655
Cumberland Cnty, PA Muni Auth
Dickinson College Ser A
(AMBAC Insd) 1,101,100 1,101,100
Dauphin Cnty, PA Genl Auth Hosp
Rev Hapsco Western PA Hosp Proj
B Rfdg (Escrowed to Maturity)
(MBIA Insd) 5,902,900 5,902,900
Delaware Cnty, PA Auth College
Cabrini College (Radian Insd) 2,160,080 2,160,080
Delaware Cnty, PA Auth College
Neumann College Rfdg (a) 2,420,100 2,420,100
Delaware Cnty, PA Auth College
Neumann College Rfdg 1,040,790 1,040,790 2,081,580
Delaware Cnty, PA Auth First Mtg
Rev Riddle Vlg Proj Rfdg 1,009,220 1,009,220
Delaware Cnty, PA Auth Hosp Rev
Crozer Chester Med Ctr 1,011,450 1,011,450
Delaware Cnty, PA Auth Rev White
Horse Vlg Proj Ser A Rfdg 1,058,140 1,058,140
Delaware Cnty, PA Indl Dev Auth
Rev Wtr Fac (AMT) (FGIC Insd) 1,941,467 1,941,467
Delaware Cnty, PA Indl Dev Auth
Wtr Fac PA Suburban Wtr (AMT)
(AMBAC Insd) 2,636,000 2,636,000
Delaware Cnty, PA Regl Wtr Qual
(MBIA Insd) 1,375,570 1,375,570
Delaware Cnty, PA Regl Wtr Qual
(MBIA Insd) (a) 1,724,899 1,724,899
Delaware Vly, PA Regl Fin Auth 1,749,255 2,915,425 1,749,255 6,413,935
Downingtown, PA Area Sch Dist
(FSA Insd) 2,211,200 2,211,200
Erie, PA Ser A (FSA Insd) 1,111,283 1,111,283
Exeter Twp, PA Sch Dist
(FGIC Insd) 2,916,002 2,916,002
Falls Twp, PA Hosp Auth Hosp
Rev DE Vly Med Rfdg (FHA Gtd) 3,554,748 3,554,748
Greater Latrobe, PA Sch Auth
(FGIC Insd) 2,214,720 2,214,720
Harrisburg, PA Auth Res Gtd Sub
Ser D-2 (FSA Insd) 1,643,595 2,191,460 1,095,730 4,930,785
Harrisburg, PA Auth Wtr Rev Rfdg
(FSA Insd) 3,250,170 1,706,339 4,956,509
Harveys Lake Genl Muni Auth PA
College Rev College Misericordia
Proj (ACA Insd) 1,079,610 1,079,610
Hempfield, PA Area Sch Dist
(FGIC Insd) 3,260,644 3,260,644
Hempfield, PA Area Sch Dist
(FGIC Insd) 2,892,776 2,892,776
Jenkintown, PA Sch Dist Ser A
(FGIC Insd) (b) 1,404,570 1,044,290 2,448,860
Kennett, PA Cons Sch Dist Ser A
(FGIC Insd) 1,109,700 1,109,700
Lehigh Cnty, PA Gen Purp Auth
Cedar Crest College Rfdg 2,092,460 2,092,460
Lehigh Cnty, PA Gen Purp Auth
Good Shepherd Grp Ser A 1,042,270 1,042,270
Lehigh Cnty, PA Gen Purp Auth
Rev Hosp Saint Lukes Bethlehem 1,795,115 1,795,115
Luzerne Cnty, PA Ser A
(MBIA Insd) (a) 2,582,695 2,582,695
Luzerne Cnty, PA Ser A
(MBIA Insd) 4,396,400 1,099,100 5,495,500
L-6
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP)-
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ)-
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPQ VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
--------------------------------------------------------------------------------------------------------
1,000 3,000 4,000 Lycoming Cnty, PA Auth College
Rev PA College of Technology
(AMBAC Insd) 5.350 07/01/26
5,000 5,000 Lycoming Cnty, PA Auth College
Rev PA College of Technology
(AMBAC Insd) 5.375 07/01/30
905 905 Mars, PA Area Sch Dist Ser AA
(MBIA Insd) * 09/01/19
495 495 Mars, PA Area Sch Dist Ser AA
(MBIA Insd) * 09/01/21
1,000 1,000 Mercer Cnty, PA (FGIC Insd) 5.500 10/01/15
2,500 2,500 5,000 Mercer Cnty, PA Indl Dev Auth
Wtr Facs Philadelphia Sub Corp
(AMT) (MBIA Insd) 6.000 07/01/30
1,000 1,000 Mifflin Cnty, PA Hosp Auth
(Radian Insd) 6.200 07/01/25
1,000 1,000 1,000 3,000 Monroe Cnty, PA Hosp Auth Rev
Hosp Pocono Med Ctr 6.000 01/01/43
1,205 1,205 Monroeville, PA Muni Auth San
Ser B (MBIA Insd) 5.250 12/01/18
1,350 1,350 Monroeville, PA Muni Auth San
Ser B (MBIA Insd) (a) 5.250 12/01/20
1,150 1,150 Monroeville, PA Muni Auth San
Swr Rev Ser B (MBIA Insd) (a) 5.250 12/01/17
1,500 2,000 1,000 4,500 Montgomery Cnty, PA Higher Ed &
Hlth Auth Hosp Rev Abington Mem
Hosp Ser A 5.125 06/01/32
1,000 1,000 900 2,900 Montgomery Cnty, PA Indl Dev
Auth Rev Res Rec Montenay Proj
Ser A (MBIA Insd) 5.250 11/01/14
2,345 2,345 Moon Indl Dev Auth PA Ed Fac Rev
Ellis Sch Proj 5.800 03/01/25
1,225 1,225 Northampton Twp, PA
(FGIC Insd)(a) 5.375 05/15/15
1,000 1,000 Pennsylvania Econ Dev Fin Auth
Res Recovery Rev Colver Proj
Ser D (AMT) 7.150 12/01/18
2,500 2,500 Pennsylvania Hsg Fin Agy Single
Family Mtg Rev Ser 70A (AMT) 5.900 04/01/31
2,000 2,000 Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 61A (AMT) 5.500 04/01/29
2,395 2,395 4,790 Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 66A (AMT) 5.650 04/01/29
1,260 1,260 Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 67A (AMT) 5.900 10/01/30
1,500 1,500 Pennsylvania Intergvtl Coop Auth
Spl Tax Rev Philadelphia Fdg Pgm
Rfdg (FGIC Insd) 5.500 06/15/20
3,000 3,000 Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ (a) 5.500 05/01/16
1,500 1,500 Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ
(Prerefunded @ 05/01/09) 6.000 05/01/24
1,750 1,750 Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ
(Prerefunded @ 05/01/09) 6.000 05/01/29
2,000 1,000 3,000 Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ 5.500 05/01/17
1,000 2,000 1,000 4,000 Pennsylvania St Higher Ed Fac
Auth Rev La Salle Univ 5.500 05/01/34
1,000 1,170 1,000 3,170 Pennsylvania St Higher Ed Fac
Auth Rev Thomas Jefferson Univ 5.375 01/01/25
1,500 1,500 1,500 4,500 Pennsylvania St Higher Ed Fac
Auth Rev Univ Sciences
Philadelphia Ser A
(XLCA Insd) (b) 5.000 11/01/36
1,500 1,500 Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 5.250 07/01/18
1,500 1,500 Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 5.000 07/01/33
1,000 1,000 1,000 3,000 Pennsylvania St Higher Ed Fac
Messiah College Ser AA3 (Radian
Insd) 5.500 11/01/22
1,560 1,560 Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 5.000 12/01/16
1,645 1,645 Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 5.000 12/01/17
1,725 1,725 Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 5.000 12/01/18
1,000 1,000 Pennsylvania St Higher Ed Fac
Auth Rev UPMC Hlth Sys Ser A 6.250 01/15/18
3,600 3,600 Pennsylvania St Higher Ed Fac
Auth Rev UPMC Hlth Sys Ser A
(FSA Insd) 5.000 08/01/29
1,000 1,000 Pennsylvania St Higher Ed UPMC
Hlth Sys Ser A 6.250 01/15/17
1,850 3,000 2,000 6,850 Pennsylvania St Higher Ed UPMC
Hlth Sys Ser A 6.000 01/15/31
1,000 1,000 Pennsylvania St Indl Dev Auth
Econ Dev (AMBAC Insd) 5.500 07/01/14
1,200 1,200 Pennsylvania St Tpk Commn Tpk
Rev Ser A (AMBAC Insd) 5.250 12/01/21
3,015 3,015 6,030 Pennsylvania St Tpk Commn Ser T
Rfdg (FGIC Insd) 5.500 12/01/10
4,505 4,505 Pennsylvania St Tpk Commn Tpk
Rev Ser T Rfdg (FGIC Insd) 5.500 12/01/13
2,000 2,000 Pennsylvania St Univ 5.000 09/01/29
1,000 1,500 2,500 Pennsylvania St Univ 5.000 09/01/35
1,390 1,390 Pennsylvania St Univ Rfdg 5.250 08/15/14
1,970 1,970 Pennsylvania St Univ Rfdg 5.250 03/01/18
1,500 1,500 3,000 Philadelphia, PA (FSA Insd) 5.250 09/15/25
5,000 5,000 Philadelphia, PA Auth for Indl
Ser B (FSA Insd) 5.500 10/1/017
2,000 2,000 Philadelphia, PA Auth for Indl
Ser B (FSA Insd) 5.125 10/01/26
1,005 1,000 1,000 3,005 Philadelphia, PA Auth Indl Dev
Amern College Of Physicians 5.500 06/15/27
2,250 2,250 Philadelphia, PA Auth Indl Dev
Philadelphia Arpt Sys Proj Ser A
(AMT) (FGIC Insd) 5.125 07/01/19
2,500 2,500 Philadelphia, PA Auth Indl Dev
Philadelphia Arpt Sys Proj Ser A
(AMT) (FGIC Insd) 5.250 07/01/28
4,250 4,250 Philadelphia, PA Gas Wks Rev
12th Ser B (Escrowed to
Maturity) (MBIA Insd) 7.000 05/15/20
2,000 1,500 3,500 Philadelphia, PA Gas Wks Rev
1975 Gen Ordinance 17th Ser
(FSA Insd) 5.375 07/01/19
3,250 3,250 Philadelphia, PA Gas Wks Rev
Second Ser (FSA Insd) 5.250 07/01/29
1,000 1,000 Philadelphia, PA Hosp & Higher
Ed Fac Auth Hosp Rev PA Hosp
Rfdg (Escrowed to Maturity) 6.250 07/01/06
1,000 1,000 Philadelphia, PA Hosp & Higher
Ed Fac Auth Rev Chestnut Hill
College 6.000 10/01/29
1,455 1,455 Philadelphia, PA Hosp & Higher
Ed Fac Auth Rev Cmnty College
Ser B Rfdg (MBIA Insd) (a) 6.500 05/01/09
4,675 4,675 Philadelphia, PA Redev Auth Rev
Neighborhood Trans Ser A
(FGIC Insd) 5.250 04/15/12
1,905 1,905 Philadelphia, PA Redev Auth Rev
Neighborhood Trans Ser A
(FGIC Insd) 5.500 04/15/16
1,250 1,250 Philadelphia, PA Sch Dist Ser A
(Prerefunded @ 02/01/11)
(FSA Insd) 5.750 02/01/13
2,000 2,000 Philadelphia, PA Sch Dist Ser B
(Prerefunded @ 09/01/05)
(AMBAC Insd) 5.500 09/01/18
4,100 4,100 Philadelphia, PA Wtr & Swr Rev
Cap Apprec 14th Ser (MBIA Insd) * 10/01/07
VAP VPQ VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
--------------------------------------------------------------------------------------------
Lycoming Cnty, PA Auth College
Rev PA College of Technology
(AMBAC Insd) 1,105,380 3,316,140 4,421,520
Lycoming Cnty, PA Auth College
Rev PA College of Technology
(AMBAC Insd) 5,471,500 5,471,500
Mars, PA Area Sch Dist Ser AA
(MBIA Insd) 477,342 477,342
Mars, PA Area Sch Dist Ser AA
(MBIA Insd) 233,412 233,412
Mercer Cnty, PA (FGIC Insd) 1,131,920 1,131,920
Mercer Cnty, PA Indl Dev Auth
Wtr Facs Philadelphia Sub Corp
(AMT) (MBIA Insd) 2,794,750 2,794,750 5,589,500
Mifflin Cnty, PA Hosp Auth
(Radian Insd) 1,129,250 1,129,250
Monroe Cnty, PA Hosp Auth Rev
Hosp Pocono Med Ctr 1,061,210 1,061,210 1,061,210 3,183,630
Monroeville, PA Muni Auth San
Ser B (MBIA Insd) 1,342,394 1,342,394
Monroeville, PA Muni Auth San
Ser B (MBIA Insd) (a) 1,498,082 1,498,082
Monroeville, PA Muni Auth San
Swr Rev Ser B (MBIA Insd) (a) 1,283,446 1,283,446
Montgomery Cnty, PA Higher Ed &
Hlth Auth Hosp Rev Abington Mem
Hosp Ser A 1,529,040 2,038,720 1,019,360 4,587,120
Montgomery Cnty, PA Indl Dev
Auth Rev Res Rec Montenay Proj
Ser A (MBIA Insd) 1,134,780 1,134,780 1,021,302 3,290,862
Moon Indl Dev Auth PA Ed Fac Rev
Ellis Sch Proj 2,517,287 2,517,287
Northampton Twp, PA
(FGIC Insd)(a) 1,365,287 1,365,287
Pennsylvania Econ Dev Fin Auth
Res Recovery Rev Colver Proj
Ser D (AMT) 1,023,470 1,023,470
Pennsylvania Hsg Fin Agy Single
Family Mtg Rev Ser 70A (AMT) 2,598,000 2,598,000
Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 61A (AMT) 2,051,380 2,051,380
Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 66A (AMT) 2,459,042 2,459,042 4,918,084
Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 67A (AMT) 1,300,307 1,300,307
Pennsylvania Intergvtl Coop Auth
Spl Tax Rev Philadelphia Fdg Pgm
Rfdg (FGIC Insd) 1,556,820 1,556,820
Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ (a) 3,356,490 3,356,490
Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ
(Prerefunded @ 05/01/09) 1,639,860 1,639,860
Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ
(Prerefunded @ 05/01/09) 1,917,510 1,917,510
Pennsylvania St Higher Ed Fac
Auth Rev Drexel Univ 2,233,380 1,116,690 3,350,070
Pennsylvania St Higher Ed Fac
Auth Rev La Salle Univ 1,043,130 2,086,260 1,043,130 4,172,520
Pennsylvania St Higher Ed Fac
Auth Rev Thomas Jefferson Univ 1,084,010 1,918,698 1,084,010 4,086,718
Pennsylvania St Higher Ed Fac
Auth Rev Univ Sciences
Philadelphia Ser A
(XLCA Insd) (b) 1,560,690 1,560,690 1,560,690 4,682,070
Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 1,649,130 1,649,130
Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 1,556,805 1,556,805
Pennsylvania St Higher Ed Fac
Messiah College Ser AA3 (Radian
Insd) 1,095,070 1,095,070 1,095,070 3,285,210
Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 1,690,556 1,690,556
Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 1,774,659 1,774,659
Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 1,852,615 1,852,615
Pennsylvania St Higher Ed Fac
Auth Rev UPMC Hlth Sys Ser A 1,142,340 1,142,340
Pennsylvania St Higher Ed Fac
Auth Rev UPMC Hlth Sys Ser A
(FSA Insd) 3,725,100 3,725,100
Pennsylvania St Higher Ed UPMC
Hlth Sys Ser A 1,144,640 1,144,640
Pennsylvania St Higher Ed UPMC
Hlth Sys Ser A 2,056,442 3,334,770 2,223,180 7,614,392
Pennsylvania St Indl Dev Auth
Econ Dev (AMBAC Insd) 1,132,100 1,132,100
Pennsylvania St Tpk Commn Tpk
Rev Ser A (AMBAC Insd) 1,344,216 1,344,216
Pennsylvania St Tpk Commn Ser T
Rfdg (FGIC Insd) 3,415,995 3,415,995 6,831,990
Pennsylvania St Tpk Commn Tpk
Rev Ser T Rfdg (FGIC Insd) 5,214,718 5,214,718
Pennsylvania St Univ 2,110,120 2,110,120
Pennsylvania St Univ 1,049,860 1,574,790 2,624,650
Pennsylvania St Univ Rfdg 1,583,391 1,583,391
Pennsylvania St Univ Rfdg 2,189,891 2,189,891
Philadelphia, PA (FSA Insd) 1,636,905 1,636,905 3,273,810
Philadelphia, PA Auth for Indl
Ser B (FSA Insd) 5,637,700 5,637,700
Philadelphia, PA Auth for Indl
Ser B (FSA Insd) 2,145,300 2,145,300
Philadelphia, PA Auth Indl Dev
Amern College Of Physicians 1,059,290 1,054,020 1,054,020 3,167,330
Philadelphia, PA Auth Indl Dev
Philadelphia Arpt Sys Proj Ser A
(AMT) (FGIC Insd) 2,397,938 2,397,938
Philadelphia, PA Auth Indl Dev
Philadelphia Arpt Sys Proj Ser A
(AMT) (FGIC Insd) 2,621,050 2,621,050
Philadelphia, PA Gas Wks Rev
12th Ser B (Escrowed to
Maturity) (MBIA Insd) 5,317,770 5,317,770
Philadelphia, PA Gas Wks Rev
1975 Gen Ordinance 17th Ser
(FSA Insd) 2,227,320 1,670,490 3,897,810
Philadelphia, PA Gas Wks Rev
Second Ser (FSA Insd) 3,487,933 3,487,933
Philadelphia, PA Hosp & Higher
Ed Fac Auth Hosp Rev PA Hosp
Rfdg (Escrowed to Maturity) 1,050,920 1,050,920
Philadelphia, PA Hosp & Higher
Ed Fac Auth Rev Chestnut Hill
College 1,017,180 1,017,180
Philadelphia, PA Hosp & Higher
Ed Fac Auth Rev Cmnty College
Ser B Rfdg (MBIA Insd) (a) 1,661,188 1,661,188
Philadelphia, PA Redev Auth Rev
Neighborhood Trans Ser A
(FGIC Insd) 5,255,168 5,255,168
Philadelphia, PA Redev Auth Rev
Neighborhood Trans Ser A
(FGIC Insd) 2,140,534 2,140,534
Philadelphia, PA Sch Dist Ser A
(Prerefunded @ 02/01/11)
(FSA Insd) 1,431,200 1,431,200
Philadelphia, PA Sch Dist Ser B
(Prerefunded @ 09/01/05)
(AMBAC Insd) 2,059,160 2,059,160
Philadelphia, PA Wtr & Swr Rev
Cap Apprec 14th Ser (MBIA Insd) 3,821,036 3,821,036
L-7
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP)-
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ)-
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPQ VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
--------------------------------------------------------------------------------------------------------
3,675 3,675 Philadelphia, PA Wtr & Wastewtr
Rev Rfdg (AMBAC Insd) 5.500 06/15/07
3,000 3,000 Philadelphia, PA Wtr & Wastewtr
Rev Rfdg (MBIA Insd) 5.625 06/15/08
5,000 4,000 4,500 13,500 Pittsburgh & Allegheny Cnty, PA
Pub Aud Regl Asset Dist Sales
Tax (AMBAC Insd) 5.000 02/01/24
1,000 1,000 Pittsburgh, PA Pub Pkg Auth Rev
Ser B (FGIC Insd) (b) 5.000 12/01/23
2,500 2,500 5,000 Pittsburgh, PA Ser A
(AMBAC Insd) 5.500 09/01/17
2,000 2,000 Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09)
(FGIC Insd) 5.750 09/01/21
3,000 3,000 Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09)
(FGIC Insd) 5.750 09/01/22
1,000 1,000 Pittsburgh, PA Urban Redev Auth
Cent Triangle Tax Increment
Ser A 6.100 05/01/19
1,000 1,000 Pittsburgh, PA Urban Redev Auth
Mtg Rev Ser C Rfdg (AMT) 6.500 10/01/23
1,570 1,570 Pittsburgh, PA Urban Redev Auth
Mtg Rev Ser C Rfdg (AMT)
(GNMA Collateralized) 5.700 04/01/30
2,000 2,000 Pittsburgh, PA Wtr & Swr Rfdg
(FGIC Insd) 6.500 09/01/13
1,765 1,765 Quaker Valley, PA Sch Dist
(FSA Insd) (a) 5.375 04/01/20
1,860 1,860 Quaker Valley, PA Sch Dist
(FSA Insd) (a) 5.375 04/01/21
1,375 1,375 Red Lion, PA Area Sch Dist Ser A
(FSA Insd) (a) (b) 5.000 02/01/20
1,000 1,000 1,000 3,000 Southcentral, PA Gen Auth Rev
Wellspan Hlth Oblig (MBIA Insd) 5.375 05/15/28
1,000 1,000 State Pub Sch Bldg Auth PA
Delaware Cnty College Proj
(MBIA Insd) 5.750 10/01/16
1,075 1,075 State Pub Sch Bldg Auth PA
North Hampton Cnty Ser A Rfdg
(AMBAC Insd) 5.000 03/01/20
685 685 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist (FGIC Insd) 5.250 11/01/18
1,220 1,220 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist (FGIC Insd)
(Prerefunded @ 11/01/13) 5.250 11/01/18
360 360 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj (FGIC Insd)5.250 11/01/19
640 640 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj
(FGIC Insd) (Prerefunded
@ 11/01/13) 5.250 11/01/19
1,000 1,000 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj
(FGIC Insd) 5.250 11/01/22
2,480 2,480 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj
(FGIC Insd) (a) 5.250 11/01/23
1,205 1,205 State Pub Sch Bldg Auth PA Sch
Tuscarora Sch Dist Proj
(FSA Insd) (a) 5.250 04/01/20
1,270 1,270 State Pub Sch Bldg Auth PA Sch
Tuscarora Sch Dist Proj
(FSA Insd) (a) 5.250 04/01/21
1,000 1,000 Susquehanna Area Regl Arpt Auth
PA Ser A (AMT) (AMBAC Insd) 5.375 01/01/21
2,545 2,545 Susquehanna Area Regl Arpt Auth
T) (AMBAC Insd) (a) 5.500 01/01/18
1,500 1,500 1,000 4,000 Susquehanna Area Regl Arpt Auth
PA Ser D 5.375 01/01/18
1,850 1,850 Trinity Area Sch Dist PA
(FGIC Insd) 5.250 11/01/20
1,000 1,000 Union Cnty, PA Higher Ed Fac
Auth Bucknell Univ Ser A 5.250 04/01/19
1,000 1,000 Union Cnty, PA Higher Edl
Bucknell Univ Ser A 5.250 04/01/21
500 500 Union Cnty, PA Higher Edl
Bucknell Univ Ser A 5.250 04/01/22
2,155 2,155 Uniontown Area, PA Sch Dist
Ser A (Prerefunded @ 10/01/12)
(FSA Insd) 5.500 10/01/27
3,000 3,000 Uniontown Area, PA Sch Dist
Ser A (Prerefunded @ 10/01/12)
(FSA Insd) 5.500 10/01/30
1,285 1,285 Unity Twp, PA Muni Auth Swr Rev
(FSA Insd) 5.000 12/01/24
720 720 1,440 Washington Cnty, PA Auth Rev
Cap Fdg Proj & Equip Pgm
(AMBAC Insd) 6.150 12/01/29
2,500 1,350 3,850 Washington Cnty, PA Ser A
(AMBAC Insd) 5.125 09/01/27
1,000 1,000 Wayne Highlands, PA Sch Dist
(FSA Insd) 5.375 04/01/14
1,000 1,000 West Shore, PA Area Hosp Auth Holy
Spirit Hosp Proj 6.250 01/01/32
1,000 1,000 Wilson, PA Area Sch Dist
(FGIC Insd) 5.125 03/15/16
1,230 1,230 Wilson, PA Sch Dist Second Ser
(FSA Insd) 5.375 05/15/15
1,075 1,075 Wilson, PA Sch Dist Second Ser
(FSA Insd) 5.375 05/15/16
1,100 1,100 York Cnty, PA (AMBAC Insd) 5.000 06/01/19
1,240 1,240 York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 5.375 02/15/18
500 500 York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 5.500 02/15/22
1,000 1,000 York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 5.500 02/15/23
GUAM 0.6%
1,585 1,585 Guam Intl Arpt Auth Gen Ser B
(MBIA Insd) 5.250 10/01/21
PUERTO RICO 1.8%
4,000 $ 4,000 Puerto Rico Comwlth Hwy & Tran
Auth Hwy Rev Ser Y Rfdg
(FSA Insd) 6.250 07/01/21
U. S. VIRGIN ISLANDS 1.4%
1,000 1,000 Virgin Islands Pub Fin Auth Rev
Gross Rcpt Taxes Ln Nt Ser A
(ACA Insd) 6.125 10/01/29
1,000 1,000 Virgin Islands Pub Fin Auth Rev
Gross Rcpts Taxes Nt Ser A 6.375 10/01/19
1,500 1,500 Virgin Islands Pub Fin Auth Rev
Gross Rcpts Taxes Nt Ser A 6.500 10/01/24
TOTAL LONG-TERM INVESTMENTS 149.5%
VAP VPQ VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
-----------------------------------------------------------------------------------------------
Philadelphia, PA Wtr & Wastewtr
Rev Rfdg (AMBAC Insd) 3,926,407 3,926,407
Philadelphia, PA Wtr & Wastewtr
Rev Rfdg (MBIA Insd) 3,282,960 3,282,960
Pittsburgh & Allegheny Cnty, PA
Pub Aud Regl Asset Dist Sales
Tax (AMBAC Insd) 5,347,800 4,278,240 4,813,020 14,439,060
Pittsburgh, PA Pub Pkg Auth Rev
Ser B (FGIC Insd) (b) 1,077,580 1,077,580
Pittsburgh, PA Ser A
(AMBAC Insd) 2,760,050 2,760,050 5,520,100
Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09)
(FGIC Insd) 2,218,000 2,218,000
Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09)
(FGIC Insd) 3,327,000 3,327,000
Pittsburgh, PA Urban Redev Auth
Cent Triangle Tax Increment
Ser A 1,083,210 1,083,210
Pittsburgh, PA Urban Redev Auth
Mtg Rev Ser C Rfdg (AMT) 1,036,920 1,036,920
Pittsburgh, PA Urban Redev Auth
Mtg Rev Ser C Rfdg (AMT)
(GNMA Collateralized) 1,611,888 1,611,888
Pittsburgh, PA Wtr & Swr Rfdg
(FGIC Insd) 2,395,020 2,395,020
Quaker Valley, PA Sch Dist
(FSA Insd) (a) 1,987,849 1,987,849
Quaker Valley, PA Sch Dist
(FSA Insd) (a) 2,090,231 2,090,231
Red Lion, PA Area Sch Dist Ser A
(FSA Insd) (a) (b) 1,503,425 1,503,425
Southcentral, PA Gen Auth Rev
Wellspan Hlth Oblig (MBIA Insd) 1,067,410 1,067,410 1,067,410 3,202,230
State Pub Sch Bldg Auth PA
Delaware Cnty College Proj
(MBIA Insd) 1,133,640 1,133,640
State Pub Sch Bldg Auth PA
North Hampton Cnty Ser A Rfdg
(AMBAC Insd) 1,161,699 1,161,699
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist (FGIC Insd) 764,412 764,412
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist (FGIC Insd)
(Prerefunded @ 11/01/13) 1,386,359 1,386,359
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj (FGIC Insd) 400,964 400,964
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj
(FGIC Insd) (Prerefunded
@ 11/01/13) 727,270 727,270
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj
(FGIC Insd) 1,108,040 1,108,040
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj
(FGIC Insd) (a) 2,746,972 2,746,972
State Pub Sch Bldg Auth PA Sch
Tuscarora Sch Dist Proj
(FSA Insd) (a) 1,336,176 1,336,176
State Pub Sch Bldg Auth PA Sch
Tuscarora Sch Dist Proj
(FSA Insd) (a) 1,405,039 1,405,039
Susquehanna Area Regl Arpt Auth
PA Ser A (AMT) (AMBAC Insd) 1,080,010 1,080,010
Susquehanna Area Regl Arpt Auth
T) (AMBAC Insd) (a) 2,793,621 2,793,621
Susquehanna Area Regl Arpt Auth
PA Ser D 1,552,185 1,552,185 1,034,790 4,139,160
Trinity Area Sch Dist PA
(FGIC Insd) 2,056,867 2,056,867
Union Cnty, PA Higher Ed Fac
Auth Bucknell Univ Ser A 1,110,420 1,110,420
Union Cnty, PA Higher Edl
Bucknell Univ Ser A 1,106,330 1,106,330
Union Cnty, PA Higher Edl
Bucknell Univ Ser A 552,835 552,835
Uniontown Area, PA Sch Dist
Ser A (Prerefunded @ 10/01/12)
(FSA Insd) 2,425,840 2,425,840
Uniontown Area, PA Sch Dist
Ser A (Prerefunded @ 10/01/12)
(FSA Insd) 3,345,360 3,345,360
Unity Twp, PA Muni Auth Swr Rev
(FSA Insd) 1,383,675 1,383,675
Washington Cnty, PA Auth Rev
Cap Fdg Proj & Equip Pgm
(AMBAC Insd) 766,778 766,778 1,533,556
Washington Cnty, PA Ser A
(AMBAC Insd) 2,651,925 1,432,040 4,083,965
Wayne Highlands, PA Sch Dist
FSA Insd) 1,125,850 1,125,850
West Shore, PA Area Hosp Auth Holy
Spirit Hosp Proj 1,075,610 1,075,610
Wilson, PA Area Sch Dist
(FGIC Insd) 1,103,420 1,103,420
Wilson, PA Sch Dist Second Ser
(FSA Insd) 1,378,018 1,378,018
Wilson, PA Sch Dist Second Ser
(FSA Insd) 1,202,162 1,202,162
York Cnty, PA (AMBAC Insd) 1,195,601 1,195,601
York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 1,394,926 1,394,926
York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 566,205 566,205
York Cnty, PA Sch Technology
Auth Lease Rev (FGIC Insd) 1,130,770 1,130,770
------------------------------------------------------------
108,765,271 201,231,325 110,348,581 420,345,177
------------------------------------------------------------
GUAM 0.6%
Guam Intl Arpt Auth Gen Ser B
(MBIA Insd) 1,757,226 1,757,226
------------------------------------------------------------
PUERTO RICO 1.8%
Puerto Rico Comwlth Hwy & Tran
Auth Hwy Rev Ser Y Rfdg
(FSA Insd) 5,111,880 5,111,880
------------------------------------------------------------
U. S. VIRGIN ISLANDS 1.4%
Virgin Islands Pub Fin Auth Rev
Gross Rcpt Taxes Ln Nt Ser A
(ACA Insd) 1,138,160 1,138,160
Virgin Islands Pub Fin Auth Rev
Gross Rcpts Taxes Nt Ser A 1,157,460 1,157,460
Virgin Islands Pub Fin Auth Rev
Gross Rcpts Taxes Nt Ser A 1,737,525 1,737,525
------------------------------------------------------------
1,138,160 1,737,525 1,157,460 4,033,145
------------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS 149.5%
L-8
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP)-
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ)-
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPQ VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
-----------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS 4.4%
2,700 600 2,400 5,700 Delaware Cnty, PA Indl Dev Auth
Dates United Parcel Svc Proj (c) 1.750 12/01/15
4,700 1,100 5,800 Delaware Cnty, PA Indl Dev Auth
Pollutn Ctl Rev Exelon Rmkt (c) 1.970 04/01/05
520 520 Lehigh Cnty, PA Gen Purp Auth
Adj Hosp Lehigh Vy Hosp
Ser A (c) 1.820 07/01/28
600 600 South Fork Muni Auth PA Hosp Rev
Conemaugh Hlth Sys Ser A d)
(MBIA Insd) (c) 1.820 07/01/28
TOTAL SHORT-TERM INVESTMENTS 4.4%
(Cost $21,820,000)
TOTAL INVESTMENTS 153.9%
(Cost $593,538,197)
LIABILITIES IN EXCESS OF OTHER ASSETS (1.9%)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (52.0%)
NET ASSETS APPLICABLE TO COMMON SHARES 100.0%
VAP VPQ VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
----------------------------------------------------------------------------------------------------------------------------
(Cost $571,718,197) 109,903,431 202,968,850 118,375,147 431,247,428
Delaware Cnty, PA Indl Dev Auth
Dates United Parcel Svc Proj (c) 2,700,000 600,000 2,400,000 5,700,000
Delaware Cnty, PA Indl Dev Auth
Pollutn Ctl Rev Exelon Rmkt (c) 4,700,000 1,100,000 5,800,000
Lehigh Cnty, PA Gen Purp Auth
Adj Hosp Lehigh Vy Hosp
Ser A (c) 520,000 520,000
South Fork Muni Auth PA Hosp Rev
Conemaugh Hlth Sys Ser A d)
(MBIA Insd) (c) 600,000 600,000
------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS 4.4% 8,000,000 1,120,000 3,500,000 12,620,000
------------------------------------------------------------
(Cost $21,820,000)
TOTAL INVESTMENTS 153.9%
(Cost $593,538,197) 117,903,431 204,088,850 121,875,147 43,867,428
LIABILITIES IN EXCESS OF OTHER ASSETS (1.9%) (3,160,996) 816,264 (3,081,105) (5,425,837)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (52.0%) (40,008,110) (65,038,466) (45,011,404) (150,057,980)
------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHARES 100.0% $ 74,734,325 $139,866,648 $ 73,782,638 $ 288,383,611
============================================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero Coupon Bond
(a) The Trust owns 100% of bond issuance.
(b) Securities purchased on a when-issued or delayed delivery basis.
(c) Security includes a put feature allowing the Trust to periodically put the
security back to the issuer at amortized cost on specified put dates. The
interest rate shown represents the current interest rate earned by the Trust
based on the most recent reset date.
ACA -- American Capital Access
AMBAC -- AMBAC Indemnity Corp.
AMT -- Alternative Minimum Tax
FGIC -- Financial Guaranty Insurance Co.
FHA -- Federal Housing Administration
FSA -- Financial Security Assurance Inc.
GNMA -- Government National Mortgage Association
LOC -- Letter of Credit
MBIA -- Municipal Bond Investors Assurance Corp.
Radian -- Radian Asset Assurance
XLCA -- XL Capital Assurance Inc.
L-9
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VPQ VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 149.5%
PENNSYLVANIA 145.5%
$ 2,000 $ 1,000 $ 3,000 Allegheny Cnty, PA Arpt Auth
Pittsburgh Intl Arpt Rfdg (AMT)
(FGIC Insd) 5.750% 01/01/18
1,000 1,000 Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ 5.125 03/01/32
1,250 1,250 Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ 5.250 03/01/32
$ 1,465 1,465 Allegheny Cnty, PA Higher Ed
Duquesne Univ Ser A (FGIC Insd) 5.000 03/01/17
1,560 1,560 Allegheny Cnty, PA Higher Ed
Duquesne Univ Ser A
(FGIC Insd) (a) 5.000 03/01/18
1,360 1,360 Allegheny Cnty, PA Hosp Dev
Auth Rev Hlth Sys Ser A
(MBIA Insd) 6.500 11/15/30
3,000 3,000 Allegheny Cnty, PA Port Auth
Spl Rev Trans (FGIC Insd) 5.000 03/01/29
2,000 2,000 4,000 Allegheny Cnty, PA Port Auth
Spl Rev Trans (Prerefunded @
03/01/09) (MBIA Insd) 6.000 03/01/24
1,300 1,300 Allegheny Cnty, PA Redev Auth
Tax Increment Rev Robinson Mall
Proj Ser A 7.000 11/01/17
730 730 Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
(AMT) (GNMA Collateralized) 7.100 05/01/24
510 510 Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
Ser II-1 (AMT) (GNMA
Collateralized) 5.800 05/01/21
930 930 Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
Ser II-2 (AMT) (GNMA
Collateralized) 5.800 11/01/20
1,355 900 905 3,160 Allegheny Cnty, PA Residential
Mtg Single Family Ser KK-2 (AMT)
(GNMA Collateralized) 5.750 05/01/33
1,525 1,525 Allegheny Cnty, PA Residential
Mtg Single Family Ser MM (AMT)
(GNMA Collateralized) 5.200 05/01/33
2,220 2,220 Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 5.750 12/01/17
2,900 1,000 3,900 Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 5.500 12/01/24
3,000 3,000 Allegheny Cnty, PA San Auth Swr
(MBIA Insd) 5.500 12/01/30
2,575 2,575 Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) (a) * 12/01/08
2,380 2,380 Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) * 06/01/09
1,645 1,645 Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) (a) * 12/01/09
2,070 2,070 Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12)
(MBIA Insd) 5.375 11/01/18
3,250 3,250 Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12)
(MBIA Insd) 5.375 11/01/19
2,600 2,600 Allentown, PA Area Hosp Auth
Rev Sacred Heart Hosp of
Allentown Ser A Rfdg 6.750 11/15/14
1,000 1,175 1,000 3,175 Ambridge, PA Area Sch Dist
(MBIA Insd) 5.500 11/01/31
1,695 1,695 Berks Cnty, PA Muni Auth
Albright College Proj (a) 5.500 10/01/16
1,800 1,800 Berks Cnty, PA Muni Auth
Albright College Proj (a) 5.500 10/01/17
3,000 1,000 2,000 6,000 Berks Cnty, PA Muni Auth Hosp
Rev Reading Hosp & Med Ctr Proj
(Prerefunded @ 11/01/09)
(FSA Insd) 6.000 11/01/29
1,000 1,460 1,000 3,460 Bethlehem, PA Auth Wtr Gtd
(FSA Insd) 5.000 11/15/19
1,270 1,270 Bucks Cnty, PA Auth Wtr & Swr
Rev Swr Sys (AMBAC Insd) (a) 5.375 06/01/16
1,000 1,000 Canon McMillan Sch Dist PA
Ser B (FGIC Insd) 5.500 12/01/29
870 870 870 2,610 Carbon Cnty, PA Indl Dev Auth
Panther Creek Partn Proj Rfdg
(AMT) (LOC: Paribas & Union
Bk of CA Intl) 6.650 05/01/10
2,000 1,000 1,000 4,000 Central Dauphin, PA Sch Dist
(FSA Insd) 5.000 12/01/19
1,000 1,000 Chartiers Valley, PA Indl &
Coml Dev Auth First Mtg Rev
Asbury Hlth Cent Rfdg 6.375 12/01/19
1,000 1,000 Chartiers Valley, PA Indl &
Coml Dev Auth First Mtg Rev
Asbury Hlth Cent Rfdg 6.375 12/01/24
1,000 1,555 1,000 3,555 Chester Cnty, PA Indl Dev Auth
Rev Collegium Charter Sch Proj
Ser A (ACA Insd) 5.500 04/15/31
1,500 1,500 Crawford Cnty, PA Hosp Auth Sr
Living Fac Rev Westbury Utd
Methodist Cmnty 6.250 08/15/29
1,000 1,000 Cumberland Cnty, PA Muni Auth
Dickinson College Ser A
(AMBAC Insd) 5.500 11/01/30
2,000 2,000 Delaware Cnty, PA Auth College
Cabrini College (Radian Insd) 5.750 07/01/23
2,295 2,295 Delaware Cnty, PA Auth College
Neumann College Rfdg (a) 5.875 10/01/21
1,000 1,000 Delaware Cnty, PA Auth College
Neumann College Rfdg 6.000 10/01/31
1,000 1,000 Delaware Cnty, PA Auth First
Mtg Rev Riddle Vlg Proj Rfdg 6.875 06/01/16
1,000 1,000 Delaware Cnty, PA Auth Hosp Rev
Crozer Chester Med Ctr 6.000 12/15/09
1,000 1,000 Delaware Cnty, PA Auth Rev
White Horse Vlg Proj Ser A Rfdg 7.625 07/01/30
1,750 1,750 Delaware Cnty, PA Indl Dev Auth
Rev Wtr Fac (AMT) (FGIC Insd) 6.000 06/01/29
2,500 2,500 Delaware Cnty, PA Indl Dev Auth
Wtr Fac PA Suburban Wtr (AMT)
(AMBAC Insd) 5.350 10/01/31
1,230 1,230 Delaware Cnty, PA Regl Wtr Qual
(MBIA Insd) 5.250 05/01/19
1,555 1,555 Delaware Cnty, PA Regl Wtr Qual
(MBIA Insd) (a) 5.250 05/01/22
1,480 1,480 Delaware Cnty, PA Regl Wtr
Quality Ctl Auth Swr Rev
(MBIA Insd) (a) 5.250 05/01/21
2,500 2,500 1,500 6,500 Delaware Vly, PA Regl Fin Auth 5.750 07/01/17
2,000 2,000 Downingtown, PA Area Sch Dist
(FSA Insd) 5.250 04/01/15
2,800 2,800 Erie, PA Sch Dist (Prerefunded @
09/01/10) (AMBAC Insd) 5.800 09/01/29
1,010 1,010 Erie, PA Ser A (FSA Insd) 5.000 11/15/18
3,420 4,440 7,860 Falls Twp, PA Hosp Auth Hosp
Rev DE Vly Med Rfdg (FHA Gtd) 7.000 08/01/22
1,000 1,000 Fayette Cnty, PA (Prerefunded @
11/15/10) (AMBAC Insd) 5.625 11/15/28
2,000 1,500 1,000 4,500 Harrisburg, PA Auth Res Gtd Sub
Ser D-2 (FSA Insd) 5.000 12/01/33
3,000 2,000 1,575 6,575 Harrisburg, PA Auth Wtr Rev
Rfdg (FSA Insd) 5.000 07/15/21
1,000 1,000 Harveys Lake Genl Muni Auth PA
College Rev College Misericordia
Proj (ACA Insd) 6.000 05/01/19
3,000 3,000 Hempfield, PA Area Sch Dist
(FGIC Insd) 5.375 02/15/07
2,925 2,925 Hempfield, PA Area Sch Dist
(FGIC Insd) 5.375 02/15/17
2,595 2,595 Hempfield, PA Area Sch Dist
(FGIC Insd) 5.375 02/15/19
1,000 1,000 Jenkintown, PA Sch Dist Ser A
(FGIC Insd) (b) 5.000 05/15/28
VPQ VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
-------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 149.5%
PENNSYLVANIA 145.5%
Allegheny Cnty, PA Arpt Auth
Pittsburgh Intl Arpt Rfdg (AMT)
(FGIC Insd) $ 2,154,960 $ 1,077,480 $ 3,232,440
Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ 1,046,090 1,046,090
Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ 1,325,325 1,325,325
Allegheny Cnty, PA Higher Ed
Duquesne Univ Ser A (FGIC Insd) $ 1,606,592 1,606,592
Allegheny Cnty, PA Higher Ed
Duquesne Univ Ser A
(FGIC Insd) (a) 1,706,999 1,706,999
Allegheny Cnty, PA Hosp Dev
Auth Rev Hlth Sys Ser A
(MBIA Insd) 1,595,457 1,595,457
Allegheny Cnty, PA Port Auth
Spl Rev Trans (FGIC Insd) 3,118,590 3,118,590
Allegheny Cnty, PA Port Auth
Spl Rev Trans (Prerefunded @
03/01/09) (MBIA Insd) 2,266,020 2,266,020 4,532,040
Allegheny Cnty, PA Redev Auth
Tax Increment Rev Robinson Mall
Proj Ser A 1,396,122 1,396,122
Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
(AMT) (GNMA Collateralized) 730,978 730,978
Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
Ser II-1 (AMT) (GNMA
Collateralized) 542,451 542,451
Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
Ser II-2 (AMT) (GNMA
Collateralized) 992,087 992,087
Allegheny Cnty, PA Residential
Mtg Single Family Ser KK-2
(AMT) (GNMA Collateralized) 1,408,956 935,838 941,037 3,285,831
Allegheny Cnty, PA Residential
Mtg Single Family Ser MM (AMT)
(GNMA Collateralized) 1,558,733 1,558,733
Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 2,538,037 2,538,037
Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 3,253,597 1,121,930 4,375,527
Allegheny Cnty, PA San Auth Swr
(MBIA Insd) 3,331,740 3,331,740
Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) (a) 2,303,312 2,303,312
Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) 2,081,477 2,081,477
Allegheny Cnty, PA San Auth Swr
Rev Ser A (FGIC Insd) (a) 1,411,476 1,411,476
Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12)
(MBIA Insd) 2,359,676 2,359,676
Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12)
(MBIA Insd) 3,704,805 3,704,805
Allentown, PA Area Hosp Auth
Rev Sacred Heart Hosp of
Allentown Ser A Rfdg 2,629,536 2,629,536
Ambridge, PA Area Sch Dist
(MBIA Insd) 1,107,700 1,301,547 1,107,700 3,516,947
Berks Cnty, PA Muni Auth
Albright College Proj (a) 1,841,804 1,841,804
Berks Cnty, PA Muni Auth
Albright College Proj (a) 1,944,108 1,944,108
Berks Cnty, PA Muni Auth Hosp
Rev Reading Hosp & Med Ctr Proj
(Prerefunded @ 11/01/09)
(FSA Insd) 3,470,070 1,156,690 2,313,380 6,940,140
Bethlehem, PA Auth Wtr Gtd
(FSA Insd) 1,097,700 1,602,642 1,097,700 3,798,042
Bucks Cnty, PA Auth Wtr & Swr
Rev Swr Sys (AMBAC Insd) (a) 1,424,203 1,424,203
Canon McMillan Sch Dist PA
Ser B (FGIC Insd) 1,102,430 1,102,430
Carbon Cnty, PA Indl Dev Auth
Panther Creek Partn Proj Rfdg
(AMT) (LOC: Paribas & Union Bk
of CA Intl) 945,003 945,003 945,003 2,835,009
Central Dauphin, PA Sch Dist
(FSA Insd) 2,184,540 1,092,270 1,092,270 4,369,080
Chartiers Valley, PA Indl &
Coml Dev Auth First Mtg Rev
Asbury Hlth Cent Rfdg 1,023,310 1,023,310
Chartiers Valley, PA Indl &
Coml Dev Auth First Mtg Rev
Asbury Hlth Cent Rfdg 1,007,920 1,007,920
Chester Cnty, PA Indl Dev Auth
Rev Collegium Charter Sch Proj
Ser A (ACA Insd) 1,058,360 1,645,750 1,058,360 3,762,470
Crawford Cnty, PA Hosp Auth Sr
Living Fac Rev Westbury Utd
Methodist Cmnty 1,544,655 1,544,655
Cumberland Cnty, PA Muni Auth
Dickinson College Ser A
(AMBAC Insd) 1,101,100 1,101,100
Delaware Cnty, PA Auth College
Cabrini College (Radian Insd) 2,160,080 2,160,080
Delaware Cnty, PA Auth College
Neumann College Rfdg (a) 2,420,100 2,420,100
Delaware Cnty, PA Auth College
Neumann College Rfdg 1,040,790 1,040,790
Delaware Cnty, PA Auth First
Mtg Rev Riddle Vlg Proj Rfdg 1,009,220 1,009,220
Delaware Cnty, PA Auth Hosp Rev
Crozer Chester Med Ctr 1,011,450 1,011,450
Delaware Cnty, PA Auth Rev
White Horse Vlg Proj Ser A Rfdg 1,058,140 1,058,140
Delaware Cnty, PA Indl Dev Auth
Rev Wtr Fac (AMT) (FGIC Insd) 1,941,467 1,941,467
Delaware Cnty, PA Indl Dev Auth
Wtr Fac PA Suburban Wtr (AMT)
(AMBAC Insd) 2,636,000 2,636,000
Delaware Cnty, PA Regl Wtr Qual
(MBIA Insd) 1,375,570 1,375,570
Delaware Cnty, PA Regl Wtr Qual
(MBIA Insd) (a) 1,724,899 1,724,899
Delaware Cnty, PA Regl Wtr
Quality Ctl Auth Swr Rev
(MBIA Insd) (a) 1,646,574 1,646,574
Delaware Vly, PA Regl Fin Auth 2,915,425 2,915,425 1,749,255 7,580,105
Downingtown, PA Area Sch Dist
(FSA Insd) 2,211,200 2,211,200
Erie, PA Sch Dist (Prerefunded @
09/01/10) (AMBAC Insd) 3,199,420 3,199,420
Erie, PA Ser A (FSA Insd) 1,111,283 1,111,283
Falls Twp, PA Hosp Auth Hosp
Rev DE Vly Med Rfdg (FHA Gtd) 3,554,748 4,614,936 8,169,684
Fayette Cnty, PA (Prerefunded
@ 11/15/10) (AMBAC Insd) 1,137,640 1,137,640
Harrisburg, PA Auth Res Gtd Sub
Ser D-2 (FSA Insd) 2,191,460 1,643,595 1,095,730 4,930,785
Harrisburg, PA Auth Wtr Rev
Rfdg (FSA Insd) 3,250,170 2,166,780 1,706,339 7,123,289
Harveys Lake Genl Muni Auth PA
College Rev College Misericordia
Proj (ACA Insd) 1,079,610 1,079,610
Hempfield, PA Area Sch Dist
(FGIC Insd) 3,344,250 3,344,250
Hempfield, PA Area Sch Dist
(FGIC Insd) 3,260,644 3,260,644
Hempfield, PA Area Sch Dist
(FGIC Insd) 2,892,776 2,892,776
Jenkintown, PA Sch Dist Ser A
(FGIC Insd) (b) 1,044,290 1,044,290
L-10
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VPQ VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
------------------------------------------------------------------------------------------------------------
1,000 1,000 Kennett, PA Cons Sch
Dist Ser A (FGIC Insd) 5.250 02/15/19
2,000 2,000 Lehigh Cnty, PA Gen
Purp Auth Cedar Crest
College Rfdg 6.700 04/01/26
2,000 2,000 Lehigh Cnty, PA Gen
Purp Auth Rev Good
Shepherd Grp Ser A 5.500 11/01/24
1,000 1,000 Lehigh Cnty, PA Gen
Purp Auth Good
Shepherd Grp Ser A 5.625 11/01/34
1,750 1,750 Lehigh Cnty, PA Gen
Purp Auth Rev Hosp
Saint Lukes Bethlehem 5.375 08/15/33
1,500 1,500 Lehigh Northampton,
PA Arpt Ser A (AMT)
(MBIA Insd) 6.000 05/15/25
2,700 2,700 Lehigh Northampton,
PA Arpt Ser A (AMT)
(MBIA Insd) 6.000 05/15/30
2,310 2,310 Luzerne Cnty, PA Ser A
(MBIA Insd) (a) 5.250 11/15/17
2,050 2,050 Luzerne Cnty, PA Ser A
(MBIA Insd) 5.250 11/15/19
4,000 3,290 1,000 8,290 Luzerne Cnty, PA Ser A
(MBIA Insd) 5.250 11/15/25
3,000 2,650 5,650 Lycoming Cnty, PA Auth
College Rev PA College
of Technology
(AMBAC Insd) 5.350 07/01/26
5,000 5,000 Lycoming Cnty, PA Auth
College Rev PA College
of Technology
(AMBAC Insd) 5.375 07/01/30
1,000 1,000 Mercer Cnty, PA
(FGIC Insd) 5.500 10/01/15
2,500 2,500 Mercer Cnty, PA
Indl Dev Auth Wtr
Facs Philadelphia Sub
Corp (AMT) (MBIA Insd) 6.000 07/01/30
1,000 1,000 Mifflin Cnty, PA Hosp
Auth (Radian Insd) 6.200 07/01/25
2,500 2,500 Mifflin Cnty, PA Hosp
Auth Rev (Radian Insd) 6.200 07/01/30
1,000 1,000 2,000 Monroe Cnty, PA Hosp
Auth Rev Hosp Pocono
Med Ctr 6.000 01/01/43
1,150 1,150 Monroeville, PA Muni
Auth San Swr Rev Ser B
(MBIA Insd) (a) 5.250 12/01/17
1,280 1,280 Monroeville, PA Muni
Auth San Swr Rev Ser B
(MBIA Insd) (a) 5.250 12/01/19
2,000 2,000 1,000 5,000 Montgomery Cnty, PA
Higher Ed & Hlth Auth
Hosp Rev Abington Mem
Hosp Ser A 5.125 06/01/32
1,000 1,000 900 2,900 Montgomery Cnty, PA
Indl Dev Auth Rev Res
Rec Montenay Proj
Ser A (MBIA Insd) 5.250 11/01/14
2,345 2,345 Moon Indl Dev Auth PA
Ed Fac Rev Ellis
Sch Proj 5.800 03/01/25
1,500 1,500 Mount Lebanon, PA Hosp
Auth Saint Clair Mem
Hosp Ser A 5.625 07/01/32
1,000 1,000 Northeastern PA Hosp
& Ed Auth College Rev
Gtd Luzerne Cnty Cmnty
College (Prerefunded
@ 02/15/05)
(AMBAC Insd) 6.625 08/15/15
1,225 1,225 Northampton Twp, PA
(FGIC Insd) (a) 5.375 05/15/15
1,000 1,000 Pennsylvania Econ Dev
Fin Auth Res Recovery
Rev Colver Proj
Ser D (AMT) 7.150 12/01/18
2,000 2,000 Pennsylvania Econ Dev
Fin Auth Res Recovery
Rev Colver Proj
Ser D (AMT) 7.050 12/01/10
1,450 1,450 Pennsylvania Econ Dev
Fin York Wtr Co Proj
Ser A (AMT) (XLCA Insd) 5.000 04/01/16
2,500 2,500 5,000 Pennsylvania Hsg Fin
Agy Single Family Mtg
Rev Ser 70A (AMT) 5.900 04/01/31
2,000 2,150 4,150 Pennsylvania Hsg Fin
Agy Single Family Mtg
Ser 61A (AMT) 5.500 04/01/29
2,395 2,395 Pennsylvania Hsg Fin
Agy Single Family Mtg
Ser 66A (AMT) 5.650 04/01/29
1,260 1,255 2,515 Pennsylvania Hsg Fin
Agy Single Family Mtg
Ser 67A (AMT) 5.900 10/01/30
1,500 1,500 Pennsylvania Intergvtl
Coop Auth Spl Tax Rev
Philadelphia Fdg Pgm
Rfdg (FGIC Insd) 5.500 06/15/20
1,000 1,000 Pennsylvania St Higher
Ed Clarion Univ Fndtn
Inc Ser A (XLCA Insd) 5.000 07/01/28
3,000 3,000 Pennsylvania St Higher
Ed Fac Auth Rev
Drexel Univ (a) 5.500 05/01/16
1,500 1,500 Pennsylvania St Higher
Ed Fac Auth Rev Drexel
Univ (Prerefunded @
05/01/09) 6.000 05/01/24
1,750 1,750 Pennsylvania St Higher
Ed Fac Auth Rev Drexel
Univ (Prerefunded @
05/01/09) 6.000 05/01/29
1,000 1,000 2,000 Pennsylvania St Higher
Ed Fac Auth Rev Drexel
Univ 5.500 05/01/17
2,000 1,500 1,000 4,500 Pennsylvania St Higher
Ed Fac Auth Rev La Salle
Univ 5.500 05/01/34
1,300 1,300 Pennsylvania St Higher
Ed Fac Auth Rev
Lycoming Clg Assn
Indpt (Radian Insd) 5.250 11/01/19
1,170 1,000 1,000 3,170 Pennsylvania St Higher
Ed Fac Auth Rev Thomas
Jefferson Univ 5.375 01/01/25
1,500 1,500 1,500 4,500 Pennsylvania St Higher
Ed Fac Auth Rev Univ
Sciences Philadelphia
Ser A (XLCA Insd) (b) 5.000 11/01/36
1,000 1,000 2,000 Pennsylvania St Higher
Ed Fac Messiah College
Ser AA3 (Radian Insd) 5.500 11/01/22
1,645 1,645 Pennsylvania St Higher
Ed Fac Philadelphia
College Osteopathic
Med (a) 5.000 12/01/17
1,725 1,725 Pennsylvania St Higher
Ed Fac Philadelphia
College Osteopathic
Med (a) 5.000 12/01/18
1,000 1,000 2,000 Pennsylvania St Higher
Ed Fac Auth Rev UPMC
Hlth Sys Ser A 6.250 01/15/18
3,600 3,000 6,600 Pennsylvania St Higher
Ed Fac Auth Rev UPMC
Hlth Sys Ser A
(FSA Insd) 5.000 08/01/29
1,000 1,000 Pennsylvania St Higher
Ed Geneva College Proj 6.125 04/01/22
1,000 1,000 Pennsylvania St Higher
Ed UPMC Hlth Sys Ser A 6.250 01/15/17
3,000 1,000 2,000 6,000 Pennsylvania St Higher
Ed UPMC Hlth Sys Ser A 6.000 01/15/31
1,165 1,000 2,165 Pennsylvania St Indl
Dev Auth Econ Dev
(AMBAC Insd) 5.500 07/01/14
2,000 2,000 Pennsylvania St Second
Ser (MBIA Insd)
(Prerefunded @ 10/01/09) 5.750 10/01/17
1,200 1,200 Pennsylvania St Tpk
Commn Tpk Rev Ser A
(AMBAC Insd) 5.250 12/01/21
3,015 3,015 6,030 Pennsylvania St Tpk
Commn Ser T Rfdg
(FGIC Insd) 5.500 12/01/10
4,505 4,505 Pennsylvania St Tpk
Commn Tpk Rev Ser T
Rfdg (FGIC Insd) 5.500 12/01/13
2,000 2,000 Pennsylvania St Univ 5.000 09/01/29
1,000 1,500 1,500 4,000 Pennsylvania St Univ 5.000 09/01/35
1,390 1,390 Pennsylvania St Univ
Rfdg 5.250 08/15/14
1,500 1,500 Pennsylvania St Univ
Rfdg 5.250 03/01/17
1,550 1,550 Perkiomen Vly Sch Dist
PA Ser A (FSA Insd) 5.250 03/01/28
3,000 3,000 Philadelphia, PA
(FSA Insd) 5.000 03/15/28
1,500 1,500 Philadelphia, PA
(FSA Insd) 5.250 09/15/25
5,000 6,160 11,160 Philadelphia, PA
Auth for Indl
Ser B (FSA Insd) 5.500 10/1/017
VPQ VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
-------------------------------------------------------------------------------------------------------------
Kennett, PA Cons Sch
Dist Ser A (FGIC Insd) 1,109,700 1,109,700
Lehigh Cnty, PA Gen
Purp Auth Cedar Crest
College Rfdg 2,092,460 2,092,460
Lehigh Cnty, PA Gen
Purp Auth Rev Good
Shepherd Grp Ser A 2,088,340 2,088,340
Lehigh Cnty, PA Gen
Purp Auth Good
Shepherd Grp Ser A 1,042,270 1,042,270
Lehigh Cnty, PA Gen
Purp Auth Rev Hosp
Saint Lukes Bethlehem 1,795,115 1,795,115
Lehigh Northampton,
PA Arpt Ser A (AMT)
(MBIA Insd) 1,669,965 1,669,965
Lehigh Northampton,
PA Arpt Ser A (AMT)
(MBIA Insd) 3,005,937 3,005,937
Luzerne Cnty, PA Ser A
(MBIA Insd) (a) 2,582,695 2,582,695
Luzerne Cnty, PA Ser A
(MBIA Insd) 2,283,434 2,283,434
Luzerne Cnty, PA Ser A
(MBIA Insd) 4,396,400 3,616,039 1,099,100 9,111,539
Lycoming Cnty, PA Auth
College Rev PA College
of Technology
(AMBAC Insd) 3,316,140 2,929,257 6,245,397
Lycoming Cnty, PA Auth
College Rev PA College
of Technology
(AMBAC Insd) 5,471,500 5,471,500
Mercer Cnty, PA
(FGIC Insd) 1,131,920 1,131,920
Mercer Cnty, PA
Indl Dev Auth Wtr
Facs Philadelphia Sub
Corp (AMT) (MBIA Insd) 2,794,750 2,794,750
Mifflin Cnty, PA Hosp
Auth (Radian Insd) 1,129,250 1,129,250
Mifflin Cnty, PA Hosp
Auth Rev (Radian Insd) 2,823,125 2,823,125
Monroe Cnty, PA Hosp
Auth Rev Hosp Pocono
Med Ctr 1,061,210 1,061,210 2,122,420
Monroeville, PA Muni
Auth San Swr Rev Ser B
(MBIA Insd) (a) 1,283,446 1,283,446
Monroeville, PA Muni
Auth San Swr Rev Ser B
(MBIA Insd) (a) 1,423,078 1,423,078
Montgomery Cnty, PA
Higher Ed & Hlth Auth
Hosp Rev Abington Mem
Hosp Ser A 2,038,720 2,038,720 1,019,360 5,096,800
Montgomery Cnty, PA
Indl Dev Auth Rev Res
Rec Montenay Proj
Ser A (MBIA Insd) 1,134,780 1,134,780 1,021,302 3,290,862
Moon Indl Dev Auth PA
Ed Fac Rev Ellis
Sch Proj 2,517,287 2,517,287
Mount Lebanon, PA Hosp
Auth Saint Clair Mem
Hosp Ser A 1,565,925 1,565,925
Northeastern PA Hosp
& Ed Auth College Rev
Gtd Luzerne Cnty Cmnty
College (Prerefunded
@ 02/15/05)
(AMBAC Insd) 1,001,800 1,001,800
Northampton Twp, PA
(FGIC Insd) (a) 1,365,287 1,365,287
Pennsylvania Econ Dev
Fin Auth Res Recovery
Rev Colver Proj
Ser D (AMT) 1,023,470 1,023,470
Pennsylvania Econ Dev
Fin Auth Res Recovery
Rev Colver Proj
Ser D (AMT) 2,046,180 2,046,180
Pennsylvania Econ Dev
Fin York Wtr Co Proj
Ser A (AMT) (XLCA Insd) 1,553,951 1,553,951
Pennsylvania Hsg Fin
Agy Single Family Mtg
Rev Ser 70A (AMT) 2,598,000 2,598,000 5,196,000
Pennsylvania Hsg Fin
Agy Single Family Mtg
Ser 61A (AMT) 2,051,380 2,205,234 4,256,614
Pennsylvania Hsg Fin
Agy Single Family Mtg
Ser 66A (AMT) 2,459,042 2,459,042
Pennsylvania Hsg Fin
Agy Single Family Mtg
Ser 67A (AMT) 1,300,307 1,295,147 2,595,454
Pennsylvania Intergvtl
Coop Auth Spl Tax Rev
Philadelphia Fdg Pgm
Rfdg (FGIC Insd) 1,556,820 1,556,820
Pennsylvania St Higher
Ed Clarion Univ Fndtn
Inc Ser A (XLCA Insd) 1,045,010 1,045,010
Pennsylvania St Higher
Ed Fac Auth Rev
Drexel Univ (a) 3,356,490 3,356,490
Pennsylvania St Higher
Ed Fac Auth Rev Drexel
Univ (Prerefunded @
05/01/09) 1,639,860 1,639,860
Pennsylvania St Higher
Ed Fac Auth Rev Drexel
Univ (Prerefunded @
05/01/09) 1,917,510 1,917,510
Pennsylvania St Higher
Ed Fac Auth Rev Drexel
Univ 1,116,690 1,116,690 2,233,380
Pennsylvania St Higher
Ed Fac Auth Rev La Sall
Univ 2,086,260 1,564,695 1,043,130 4,694,085
Pennsylvania St Higher
Ed Fac Auth Rev
Lycoming Clg Assn
Indpt (Radian Insd) 1,419,080 1,419,080
Pennsylvania St Higher
Ed Fac Auth Rev Thomas
Jefferson Univ 1,918,698 1,084,010 1,084,010 4,086,718
Pennsylvania St Higher
Ed Fac Auth Rev Univ
Sciences Philadelphia
Ser A (XLCA Insd) (b) 1,560,690 1,560,690 1,560,690 4,682,070
Pennsylvania St Higher
Ed Fac Messiah College
Ser AA3 (Radian Insd) 1,095,070 1,095,070 2,190,140
Pennsylvania St Higher
Ed Fac Philadelphia
College Osteopathic
Med (a) 1,774,659 1,774,659
Pennsylvania St Higher
Ed Fac Philadelphia
College Osteopathic
Med (a) 1,852,615 1,852,615
Pennsylvania St Higher
Ed Fac Auth Rev UPMC
Hlth Sys Ser A 1,142,340 1,142,340 2,284,680
Pennsylvania St Higher
Ed Fac Auth Rev UPMC
Hlth Sys Ser A
(FSA Insd) 3,725,100 3,104,250 6,829,350
Pennsylvania St Higher
Ed Geneva College Proj 1,064,820 1,064,820
Pennsylvania St Higher
Ed UPMC Hlth Sys Ser A 1,144,640 1,144,640
Pennsylvania St Higher
Ed UPMC Hlth Sys Ser A 3,334,770 1,111,590 2,223,180 6,669,540
Pennsylvania St Indl
Dev Auth Econ Dev
(AMBAC Insd) 1,318,897 1,132,100 2,450,997
Pennsylvania St Second
Ser (MBIA Insd)
(Prerefunded @ 10/01/09 2,270,620 2,270,620
Pennsylvania St Tpk
Commn Tpk Rev Ser A
(AMBAC Insd) 1,344,216 1,344,216
Pennsylvania St Tpk
Commn Ser T Rfdg
(FGIC Insd) 3,415,995 3,415,995 6,831,990
Pennsylvania St Tpk
Commn Tpk Rev Ser T
Rfdg (FGIC Insd) 5,214,718 5,214,718
Pennsylvania St Univ 2,110,120 2,110,120
Pennsylvania St Univ 1,049,860 1,574,790 1,574,790 4,199,440
Pennsylvania St Univ
Rfdg 1,583,391 1,583,391
Pennsylvania St Univ
Rfdg 1,669,755 1,669,755
Perkiomen Vly Sch Dist
PA Ser A (FSA Insd) 1,679,704 1,679,704
Philadelphia, PA
(FSA Insd) 3,100,710 3,100,710
Philadelphia, PA
(FSA Insd) 1,636,905 1,636,905
Philadelphia, PA
Auth for Indl
Ser B (FSA Insd) 5,637,700 6,945,646 12,583,346
L-11
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VPQ VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
------------------------------------------------------------------------------------------------------------
2,000 2,000 4,000 Philadelphia, PA Auth
for Indl Ser B
(FSA Insd) 5.125 10/01/26
1,000 1,000 1,000 3,000 Philadelphia, PA Auth
Indl Dev Amern College
Of Physicians 5.500 06/15/27
2,250 2,250 Philadelphia, PA Auth
Indl Dev Philadelphia
Arpt Sys Proj Ser A
(AMT) (FGIC Insd) 5.125 07/01/19
2,000 1,500 3,500 Philadelphia, PA Gas
Wks Rev 1975 Gen
Ordinance 17th Ser
(FSA Insd) 5.375 07/01/19
1,700 1,700 Philadelphia, PA Gas
Wks Rev 18th Ser
(AGC Insd) 5.250 08/01/21
3,250 1,750 5,000 Philadelphia, PA Gas
Wks Rev Second Ser
(FSA Insd) 5.250 07/01/29
1,500 1,500 Philadelphia, PA Gas
Wks Rev Third Ser S
(FSA Insd) 5.125 08/01/31
1,000 1,000 Philadelphia, PA Hosp
& Higher Ed Fac Auth
Hosp Rev PA Hosp Rfdg
(Escrowed to Maturity) 6.250 07/01/06
1,000 1,000 Philadelphia, PA Hosp
& Higher Ed Fac Auth
Rev Chestnut Hill
College 6.000 10/01/29
1,455 1,455 Philadelphia, PA Hosp
& Higher Ed Fac Auth
Rev Cmnty College
Ser B Rfdg
(MBIA Insd) (a) 6.500 05/01/09
1,645 1,645 Philadelphia, PA Pkg
Auth Rev Ser A
(AMBAC Insd) 5.250 02/15/29
4,675 4,675 Philadelphia, PA Redev
Auth Rev Neighborhood
Trans Ser A (FGIC Insd) 5.250 04/15/12
1,905 1,905 Philadelphia, PA Redev
Auth Rev Neighborhood
Trans Ser A (FGIC Insd) 5.500 04/15/16
1,250 1,250 Philadelphia, PA Sch
Dist Ser A
(Prerefunded @ 02/01/11)
(FSA Insd) 5.750 02/01/13
2,000 2,000 Philadelphia, PA Sch
Dist Ser B
(Prerefunded @ 09/01/05)
(AMBAC Insd) 5.500 09/01/18
3,675 3,675 Philadelphia, PA Wtr
& Wastewtr Rev Rfdg
(AMBAC Insd) 5.500 06/15/07
3,000 3,000 Philadelphia, PA Wtr
& Wastewtr Rev Rfdg
(MBIA Insd) 5.625 06/15/08
500 500 Pittsburgh & Allegheny
Cnty, PA Pub Aud Hotel
Room (AMBAC Insd) 5.125 02/01/35
4,000 2,500 4,500 11,000 Pittsburgh & Allegheny
Cnty, PA Pub Aud Regl
Asset Dist Sales Tax
(AMBAC Insd) 5.000 02/01/24
4,990 4,990 Pittsburgh & Allegheny
Cnty, PA Pub Aud Regl
Asset Dist Sales Tax
(AMBAC Insd) 5.000 02/01/29
1,000 1,000 Pittsburgh, PA Pub Pkg
Auth Rev Ser B
(FGIC Insd) (b) 5.000 12/01/23
2,500 5,000 7,500 Pittsburgh, PA Ser A
(AMBAC Insd) 5.500 09/01/17
3,000 3,000 Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09)
(FGIC Insd) 5.750 09/01/22
1,000 1,000 Pittsburgh, PA Urban
Redev Auth Cent Triangle
Tax Increment Ser A 6.100 05/01/19
500 1,000 1,500 Pittsburgh, PA Urban
Redev Auth Mtg Rev
Ser C Rfdg (AMT) 6.500 10/01/23
1,570 1,570 Pittsburgh, PA Urban
Redev Auth Mtg Rev
Ser C Rfdg (AMT)
(GNMA Collateralized) 5.700 04/01/30
3,700 3,700 Pittsburgh, PA Wtr &
Swr Rfdg (FGIC Insd) 6.500 09/01/13
1,765 1,765 Quaker Valley, PA Sch
Dist (FSA Insd) (a) 5.375 04/01/20
1,860 1,860 Quaker Valley, PA Sch
Dist (FSA Insd) (a) 5.375 04/01/21
1,960 1,960 Quaker Valley, PA Sch
Dist (FSA Insd) (a) 5.375 04/01/22
1,375 1,375 Red Lion, PA Area Sch
Dist Ser A
(FSA Insd) (a) (b) 5.000 02/01/20
2,000 2,000 Rostraver Twp, PA
(AMBAC Insd) 5.500 07/01/24
1,050 1,050 Scranton, PA Ser B
(AMBAC Insd) (a) 5.000 09/01/17
1,000 2,000 1,000 4,000 Southcentral, PA Gen
Auth Rev Wellspan Hlth
Oblig (MBIA Insd) 5.375 05/15/28
1,000 1,000 State Pub Sch Bldg Auth
PA Delaware Cnty College
Proj (MBIA Insd) 5.750 10/01/16
1,075 1,075 State Pub Sch Bldg Auth
PA North Hampton Cnty
Ser A Rfdg (AMBAC Insd) 5.000 03/01/20
360 360 State Pub Sch Bldg Auth
PA Sch Conneaut Sch Dist
Proj (FGIC Insd) 5.250 11/01/19
640 640 State Pub Sch Bldg Auth
PA Sch Conneaut Sch Dist
Proj (FGIC Insd)
(Prerefunded @ 11/01/13) 5.250 11/01/19
2,120 2,120 State Pub Sch Bldg Auth
PA Sch Conneaut Sch Dist
Proj (FGIC Insd) (a) 5.250 11/01/20
1,000 1,000 State Pub Sch Bldg Auth
PA Sch Conneaut Sch Dist
Proj (FGIC Insd) 5.250 11/01/22
2,480 2,480 State Pub Sch Bldg Auth
PA Sch Conneaut Sch Dist
Proj (FGIC Insd) (a) 5.250 11/01/23
2,360 2,360 State Pub Sch Bldg Auth
PA Sch Rev Jefferson Cnty
Dubois Tech Sch
(FGIC Insd) (a) 5.375 02/01/23
1,140 1,000 2,140 Susquehanna Area Regl
Arpt Auth PA Ser A
(AMT) (AMBAC Insd) 5.375 01/01/21
2,545 2,545 Susquehanna Area Regl
Arpt Auth Ser A
(AMT) (AMBAC Insd) (a) 5.500 01/01/18
5,205 5,205 Susquehanna Area Regl
Arpt Auth PA Arpt Sys
Rev Ser A (AMT)
(AMBAC Insd) 5.375 01/01/23
1,500 1,500 1,000 4,000 Susquehanna Area Regl
Arpt Auth PA Ser D 5.375 01/01/18
1,950 1,950 Swarthmore Boro Auth
PA College 5.250 09/15/18
1,000 1,000 Trinity Area Sch Dist
PA (FGIC Insd) 5.250 11/01/20
1,000 1,000 Union Cnty, PA Higher
Ed Fac Auth Bucknell
Univ Ser A 5.250 04/01/19
1,000 1,000 Union Cnty, PA Higher
Edl Bucknell Univ Ser A 5.250 04/01/21
500 500 Union Cnty, PA Higher
Edl Bucknell Univ Ser A 5.250 04/01/22
2,300 2,300 Union Cnty, PA Hosp
Auth Hosp Rev
Evangelical Cmnty Hosp
(Radian Insd) 5.250 08/01/24
2,155 2,155 Uniontown Area, PA Sch
Dist Ser A (Prerefunded
@ 10/01/12) (FSA Insd) 5.500 10/01/27
3,000 3,000 Uniontown Area, PA Sch
Dist Ser A
(Prerefunded @ 10/01/12)
(FSA Insd) 5.500 10/01/30
720 720 1,440 Washington Cnty, PA
Auth Rev Cap Fdg Proj
& Equip Pgm (AMBAC Insd) 6.150 12/01/29
2,500 2,000 1,350 5,850 Washington Cnty, PA
Ser A (AMBAC Insd) 5.125 09/01/27
1,000 1,000 Wayne Highlands, PA
Sch Dist (FSA Insd) 5.375 04/01/14
1,000 2,000 3,000 West Shore, PA Area
Hosp Auth Holy Spirit
Hosp Proj 6.250 01/01/32
1,000 1,000 Wilson, PA Area Sch
Dist (FGIC Insd) 5.125 03/15/16
1,230 1,230 Wilson, PA Sch Dist
Second Ser (FSA Insd) 5.375 05/15/15
1,100 1,100 York Cnty, PA
(AMBAC Insd) 5.000 06/01/19
1,240 1,240 York Cnty, PA Sch
Technology Auth Lease
Rev (FGIC Insd) 5.375 02/15/18
500 500 York Cnty, PA Sch
Technology Auth Lease Rev
(FGIC Insd) 5.500 02/15/22
VPQ VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
-------------------------------------------------------------------------------------------------------------
Philadelphia, PA Auth
for Indl Ser B
(FSA Insd) 2,145,300 2,145,300 4,290,600
Philadelphia, PA Auth
Indl Dev Amern College
Of Physicians 1,054,020 1,054,020 1,054,020 3,162,060
Philadelphia, PA Auth
Indl Dev Philadelphia
Arpt Sys Proj Ser A
(AMT) (FGIC Insd) 2,397,938 2,397,938
Philadelphia, PA Gas
Wks Rev 1975 Gen
Ordinance 17th Ser
(FSA Insd) 2,227,320 1,670,490 3,897,810
Philadelphia, PA Gas
Wks Rev 18th Ser
(AGC Insd) 1,860,259 1,860,259
Philadelphia, PA Gas
Wks Rev Second Ser
(FSA Insd) 3,487,933 1,878,118 5,366,051
Philadelphia, PA Gas
Wks Rev Third Ser S
(FSA Insd) 1,564,260 1,564,260
Philadelphia, PA Hosp
& Higher Ed Fac Auth
Hosp Rev PA Hosp Rfdg
(Escrowed to Maturity) 1,050,920 1,050,920
Philadelphia, PA Hosp
& Higher Ed Fac Auth
Rev Chestnut Hill
College 1,017,180 1,017,180
Philadelphia, PA Hosp
& Higher Ed Fac Auth
Rev Cmnty College
Ser B Rfdg
(MBIA Insd) (a) 1,661,188 1,661,188
Philadelphia, PA Pkg
Auth Rev Ser A
(AMBAC Insd) 1,748,717 1,748,717
Philadelphia, PA Redev
Auth Rev Neighborhood
Trans Ser A (FGIC Insd) 5,255,168 5,255,168
Philadelphia, PA Redev
Auth Rev Neighborhood
Trans Ser A (FGIC Insd) 2,140,534 2,140,534
Philadelphia, PA Sch
Dist Ser A
(Prerefunded @ 02/01/11)
(FSA Insd) 1,431,200 1,431,200
Philadelphia, PA Sch
Dist Ser B
(Prerefunded @ 09/01/05)
(AMBAC Insd) 2,059,160 2,059,160
Philadelphia, PA Wtr
& Wastewtr Rev Rfdg
(AMBAC Insd) 3,926,407 3,926,407
Philadelphia, PA Wtr
& Wastewtr Rev Rfdg
(MBIA Insd) 3,282,960 3,282,960
Pittsburgh & Allegheny
Cnty, PA Pub Aud Hotel
Room (AMBAC Insd) 525,345 525,345
Pittsburgh & Allegheny
Cnty, PA Pub Aud Regl
Asset Dist Sales Tax
(AMBAC Insd) 4,278,240 2,673,900 4,813,020 11,765,160
Pittsburgh & Allegheny
Cnty, PA Pub Aud Regl
Asset Dist Sales Tax
(AMBAC Insd) 5,201,676 5,201,676
Pittsburgh, PA Pub Pkg
Auth Rev Ser B
(FGIC Insd) (b) 1,077,580 1,077,580
Pittsburgh, PA Ser A
(AMBAC Insd) 2,760,050 5,520,100 8,280,150
Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09)
(FGIC Insd) 3,327,000 3,327,000
Pittsburgh, PA Urban
Redev Auth Cent Triangle
Tax Increment Ser A 1,083,210 1,083,210
Pittsburgh, PA Urban
Redev Auth Mtg Rev
Ser C Rfdg (AMT) 518,460 1,036,920 1,555,380
Pittsburgh, PA Urban
Redev Auth Mtg Rev
Ser C Rfdg (AMT)
(GNMA Collateralized) 1,611,888 1,611,888
Pittsburgh, PA Wtr &
Swr Rfdg (FGIC Insd) 4,430,787 4,430,787
Quaker Valley, PA Sch
Dist (FSA Insd) (a) 1,987,849 1,987,849
Quaker Valley, PA Sch
Dist (FSA Insd) (a) 2,090,231 2,090,231
Quaker Valley, PA Sch
Dist (FSA Insd) (a) 2,194,553 2,194,553
Red Lion, PA Area Sch
Dist Ser A
(FSA Insd) (a) (b) 1,503,425 1,503,425
Rostraver Twp, PA
(AMBAC Insd) 2,219,700 2,219,700
Scranton, PA Ser B
(AMBAC Insd) (a) 1,144,805 1,144,805
Southcentral, PA Gen
Auth Rev Wellspan Hlth
Oblig (MBIA Insd) 1,067,410 2,134,820 1,067,410 4,269,640
State Pub Sch Bldg Auth
PA Delaware Cnty College
Proj (MBIA Insd) 1,133,640 1,133,640
State Pub Sch Bldg Auth
PA North Hampton Cnty
Ser A Rfdg (AMBAC Insd) 1,161,699 1,161,699
State Pub Sch Bldg Auth
PA Sch Conneaut Sch Dist
Proj (FGIC Insd) 400,964 400,964
State Pub Sch Bldg Auth
PA Sch Conneaut Sch Dist
Proj (FGIC Insd)
(Prerefunded @ 11/01/13) 727,270 727,270
State Pub Sch Bldg Auth
PA Sch Conneaut Sch Dist
Proj (FGIC Insd) (a) 2,357,058 2,357,058
State Pub Sch Bldg Auth
PA Sch Conneaut Sch Dist
Proj (FGIC Insd) 1,108,040 1,108,040
State Pub Sch Bldg Auth
PA Sch Conneaut Sch Dist
Proj (FGIC Insd) (a) 2,746,972 2,746,972
State Pub Sch Bldg Auth
PA Sch Rev Jefferson Cnty
Dubois Tech Sch
(FGIC Insd) (a) 2,645,088 2,645,088
Susquehanna Area Regl
Arpt Auth PA Ser A
(AMT) (AMBAC Insd) 1,231,211 1,080,010 2,311,221
Susquehanna Area Regl
Arpt Auth Ser A
(AMT) (AMBAC Insd) (a) 2,793,621 2,793,621
Susquehanna Area Regl
Arpt Auth PA Arpt Sys
Rev Ser A (AMT)
(AMBAC Insd) 5,592,408 5,592,408
Susquehanna Area Regl
Arpt Auth PA Ser D 1,552,185 1,552,185 1,034,790 4,139,160
Swarthmore Boro Auth
PA College 2,169,882 2,169,882
Trinity Area Sch Dist
PA (FGIC Insd) 1,111,820 1,111,820
Union Cnty, PA Higher
Ed Fac Auth Bucknell
Univ Ser A 1,110,420 1,110,420
Union Cnty, PA Higher
Edl Bucknell Univ Ser A 1,106,330 1,106,330
Union Cnty, PA Higher
Edl Bucknell Univ Ser A 552,835 552,835
Union Cnty, PA Hosp
Auth Hosp Rev
Evangelical Cmnty Hosp
(Radian Insd) 2,447,706 2,447,706
Uniontown Area, PA Sch
Dist Ser A (Prerefunded
@ 10/01/12) (FSA Insd) 2,425,840 2,425,840
Uniontown Area, PA Sch
Dist Ser A
(Prerefunded @ 10/01/12)
(FSA Insd) 3,345,360 3,345,360
Washington Cnty, PA
Auth Rev Cap Fdg Proj
& Equip Pgm (AMBAC Insd) 766,778 766,778 1,533,556
Washington Cnty, PA
Ser A (AMBAC Insd) 2,651,925 2,121,540 1,432,040 6,205,505
Wayne Highlands, PA
Sch Dist (FSA Insd) 1,125,850 1,125,850
West Shore, PA Area
Hosp Auth Holy Spirit
Hosp Proj 1,075,610 2,151,220 3,226,830
Wilson, PA Area Sch
Dist (FGIC Insd) 1,103,420 1,103,420
Wilson, PA Sch Dist
Second Ser (FSA Insd) 1,378,018 1,378,018
York Cnty, PA
(AMBAC Insd) 1,195,601 1,195,601
York Cnty, PA Sch
Technology Auth Lease
Rev (FGIC Insd) 1,394,926 1,394,926
York Cnty, PA Sch
Technology Auth Lease Rev
(FGIC Insd) 566,205 566,205
L-12
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VPQ VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
------------------------------------------------------------------------------------------------------------
1,000 1,000 York Cnty, PA Sch
Technology Auth Lease
Rev (FGIC Insd) 5.500 02/15/23
GUAM 0.5%
1,585 1,585 Guam Intl Arpt Auth Gen
Ser B (MBIA Insd) 5.250 10/01/21
PUERTO RICO 1.5%
4,000 $ 4,000 Puerto Rico Comwlth Hwy
& Tran Auth Hwy Rev
Ser Y Rfdg (FSA Insd) 6.250 07/01/21
U. S. VIRGIN ISLANDS 2.0%
1,500 1,500 University Virgin
Islands Impt Ser A 5.375 06/01/34
2,000 2,000 Virgin Islands Pub Fin
Auth Rev Gross Rcpt
Taxes Ln Nt Ser A
(ACA Insd) 6.125 10/01/29
1,000 1,000 Virgin Islands Pub Fin
Auth Rev Gross Rcpts
Taxes Nt Ser A 6.375 10/01/19
1,500 1,500 Virgin Islands Pub Fin
Auth Rev Gross Rcpts
Taxes Nt Ser A 6.500 10/01/24
TOTAL LONG-TERM INVESTMENTS 149.5%
(Cost $571,718,197)
SHORT-TERM INVESTMENTS 4.1%
600 800 2,400 3,800 Delaware Cnty, PA Indl
Dev Auth Dates United
Parcel Svc Proj (c) 1.750 12/01/15
8,200 1,100 9,300 Delaware Cnty, PA Indl
Dev Auth Pollutn Ctl
Rev Exelon Rmkt (c) 1.970 04/01/05
520 200 720 Lehigh Cnty, PA Gen
Purp Auth Adj Hosp
Lehigh Vy Hosp Ser A (c) 1.820 07/01/28
VPQ VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
----------------------------------------------------------------------------------------------------------------------
York Cnty, PA Sch
Technology Auth Lease
Rev (FGIC Insd) 1,130,770 1,130,770
------------------------------------------------------------
201,231,325 184,067,097 110,348,581 495,647,003
------------------------------------------------------------
GUAM 0.5%
Guam Intl Arpt Auth Gen
Ser B (MBIA Insd) 1,757,226 1,757,226
------------------------------------------------------------
PUERTO RICO 1.5%
Puerto Rico Comwlth Hwy
& Tran Auth Hwy Rev
Ser Y Rfdg (FSA Insd) 5,111,880 5,111,880
------------------------------------------------------------
U. S. VIRGIN ISLANDS 2.0
University Virgin
Islands Impt Ser A 1,577,565 1,577,565
Virgin Islands Pub Fin
Auth Rev Gross Rcpt
Taxes Ln Nt Ser A
(ACA Insd) 2,276,320 2,276,320
Virgin Islands Pub Fin
Auth Rev Gross Rcpts
Taxes Nt Ser A 1,157,460 1,157,460
Virgin Islands Pub Fin
Auth Rev Gross Rcpts
Taxes Nt Ser A 1,737,525 1,737,525
------------------------------------------------------------
1,737,525 3,853,885 1,157,460 6,748,870
-----------------------------------------------------------
202,968,850 187,920,982 118,375,147 509,264,979
Delaware Cnty, PA Indl
Dev Auth Dates United
Parcel Svc Proj (c) 600,000 800,000 2,400,000 3,800,000
Delaware Cnty, PA Indl
Dev Auth Pollutn Ctl
Rev Exelon Rmkt (c) 8,200,000 1,100,000 9,300,000
Lehigh Cnty, PA Gen
Purp Auth Adj Hosp
Lehigh Vy Hosp Ser A (c) 520,000 200,000 720,000
------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS 4.1% 1,120,000 9,200,000 3,500,000 13,820,000
------------------------------------------------------------
(Cost $21,820,000)
TOTAL INVESTMENTS 153.6%
(Cost $593,538,197) 204,088,850 197,120,982 121,875,147 523,084,979
LIABILITIES IN EXCESS OF OTHER ASSETS (0.7%) 816,264 (125,643) (3,081,105) (2,390,484)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (52.9%) (65,038,466) (70,080,556) (45,011,404) (180,130,426)
------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHARES 100.0% $139,866,648 $ 126,914,783 $ 73,782,638 $ 340,564,069
============================================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero Coupon Bond
(a) The Trust owns 100% of bond issuance.
(b) Securities purchased on a when-issued or delayed delivery basis.
(c) Security includes a put feature allowing the Trust to
periodically put the security back to the issuer at amortized
cost on specified put dates. The interest rate shown represents
the current interest rate earned by the Trust based on the most
recent reset date.
ACA American Capital Access
AGC AGC Insured Custody Certificates
AMBAC AMBAC Indemnity Corp.
AMT Alternative Minimum Tax
FGIC Financial Guaranty Insurance Co.
FHA Federal Housing Administration
FSA Financial Security Assurance Inc.
GNMA Government National Mortgage Association
LOC Letter of Credit
MBIA Municipal Bond Investors Assurance Corp.
Radian Radian Asset Assurance
XLCA XL Capital Assurance Inc.
L-13
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPAL (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
---------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 151.1%
PENNSYLVANIA 146.4%
$ 1,000 $ 1,000 Allegheny Cnty, PA Arpt Auth
Pittsburgh Intl Arpt Rfdg (AMT)
(FGIC Insd) 5.750% 01/01/18
$ 1,000 1,000 Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ 5.125 03/01/32
1,500 1,500 Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ 5.250 03/01/32
$ 1,465 1,465 Allegheny Cnty, PA Higher Ed
Duquesne Univ Ser A
(FGIC Insd) 5.000 03/01/17
1,560 1,560 Allegheny Cnty, PA Higher Ed
Duquesne Univ Ser A
(FGIC Insd) (a) 5.000 03/01/18
1,360 1,360 Allegheny Cnty, PA Hosp Dev
Auth Rev Hlth Sys Ser A
(MBIA Insd) 6.500 11/15/30
3,000 3,000 Allegheny Cnty, PA Port Auth
Spl Rev Trans (FGIC Insd) 5.000 03/01/29
2,000 2,000 Allegheny Cnty, PA Port Auth
Spl Rev Trans
(Prerefunded @ 03/01/09) (MBIA Insd) 6.000 03/01/24
730 730 Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
(AMT) (GNMA Collateralized) 7.100 05/01/24
510 510 Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
Ser II-1 (AMT) (GNMA Collateralized) 5.800 05/01/21
930 930 Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
Ser II-2 (AMT) (GNMA Collateralized) 5.800 11/01/20
905 900 905 2,710 Allegheny Cnty, PA Residential
Mtg Single Family Ser KK-2 (AMT)
(GNMA Collateralized) 5.750 05/01/33
1,525 1,525 Allegheny Cnty, PA Residential
Mtg Single Family Ser MM (AMT)
(GNMA Collateralized) 5.200 05/01/33
1,000 1,000 Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 5.750 12/01/13
2,220 2,220 Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 5.750 12/01/17
1,830 1,830 Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 5.750 12/01/18
2,000 2,900 1,000 5,900 Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 5.500 12/01/24
2,070 2,070 Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12)
(MBIA Insd) 5.375 11/01/18
3,250 3,250 Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12) (MBIA Insd) 5.375 11/01/19
2,600 2,600 Allentown, PA Area Hosp Auth
Rev Sacred Heart Hosp of
Allentown Ser A Rfdg 6.750 11/15/14
1,175 1,000 2,175 Ambridge, PA Area Sch Dist
(MBIA Insd) 5.500 11/01/31
2,640 2,640 Bensalem Twp, PA Sch Dist
(FGIC Insd) (a) 5.000 08/15/18
1,695 1,695 Berks Cnty, PA Muni Auth
Albright College Proj (a) 5.500 10/01/16
1,800 1,800 Berks Cnty, PA Muni Auth
Albright College Proj (a) 5.500 10/01/17
1,000 2,000 3,000 Berks Cnty, PA Muni Auth Hosp
Rev Reading Hosp & Med Ctr
Proj (Prerefunded @ 11/01/09)
(FSA Insd) 6.000 11/01/29
1,000 1,460 1,000 3,460 Bethlehem, PA Auth Wtr Gtd
(FSA Insd) 5.000 11/15/19
1,150 1,150 Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 5.375 06/01/14
1,215 1,215 Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 5.375 06/01/15
1,270 1,270 Bucks Cnty, PA Auth Wtr & Swr
Rev Swr Sys (AMBAC Insd) (a) 5.375 06/01/16
1,000 1,000 Canon McMillan Sch Dist PA Ser
B (FGIC Insd) 5.500 12/01/29
870 870 870 2,610 Carbon Cnty, PA Indl Dev Auth
Panther Creek Partn Proj Rfdg
(AMT) (LOC: Paribas & Union
Bk of CA Intl) 6.650 05/01/10
1,500 1,000 1,000 3,500 Central Dauphin, PA Sch Dist
(FSA Insd) 5.000 12/01/19
1,555 1,000 2,555 Chester Cnty, PA Indl Dev Auth
Rev Collegium Charter Sch Proj
Ser A (ACA Insd) .500 04/15/31
1,000 1,000 Cumberland Cnty, PA Muni Auth
Dickinson College Ser A (AMBAC Insd) 5.500 11/01/30
5,000 5,000 Dauphin Cnty, PA Genl Auth Hosp
Rev Hapsco Western PA Hosp
Proj B Rfdg (Escrowed to
Maturity) (MBIA Insd) 6.250 07/01/16
1,000 1,000 2,000 Delaware Cnty, PA Auth College
Neumann College Rfdg 6.000 10/01/31
1,000 1,000 Delaware Cnty, PA Auth Hosp Rev
Crozer Chester Med Ctr 6.000 12/15/09
1,480 1,480 Delaware Cnty, PA Regl Wtr
Quality Ctl Auth Swr Rev
(MBIA Insd) (a) 5.250 05/01/21
1,500 2,500 1,500 5,500 Delaware Vly, PA Regl Fin Auth 5.750 07/01/17
2,800 2,800 Erie, PA Sch Dist
(Prerefunded @ 09/01/10) (AMBAC Insd) 5.800 09/01/29
1,010 1,010 Erie, PA Ser A (FSA Insd) 5.000 11/15/18
2,735 2,735 Exeter Twp, PA Sch Dist (FGIC Insd) 5.000 05/15/25
4,440 4,440 Falls Twp, PA Hosp Auth Hosp
Rev DE Vly Med Rfdg (FHA Gtd) 7.000 08/01/22
1,000 1,000 Fayette Cnty, PA
(Prerefunded @ 11/15/10) (AMBAC Insd) 5.625 11/15/28
2,000 2,000 Greater Latrobe, PA Sch Auth
(FGIC Insd) 5.250 04/01/17
1,500 1,500 1,000 4,000 Harrisburg, PA Auth Res Gtd Sub
Ser D-2 (FSA Insd) 5.000 12/01/33
2,000 1,575 3,575 Harrisburg, PA Auth Wtr Rev
Rfdg (FSA Insd) 5.000 07/15/21
3,000 3,000 Hempfield, PA Area Sch Dist
(FGIC Insd) 5.375 02/15/07
1,345 1,000 2,345 Jenkintown, PA Sch Dist Ser A
(FGIC Insd) (b) 5.000 05/15/28
2,000 2,000 Lehigh Cnty, PA Gen Purp Auth
Cedar Crest College Rfdg 6.700 04/01/26
2,000 2,000 Lehigh Cnty, PA Gen Purp Auth
Rev Good Shepherd Grp Ser A 5.500 11/01/24
1,500 1,500 Lehigh Northampton, PA Arpt Ser
A (AMT) (MBIA Insd) 6.000 05/15/25
2,700 2,700 Lehigh Northampton, PA Arpt Ser
A (AMT) (MBIA Insd) 6.000 05/15/30
2,050 2,050 Luzerne Cnty, PA Ser A (MBIA Insd) 5.250 11/15/19
3,290 1,000 4,290 Luzerne Cnty, PA Ser A (MBIA Insd) 5.250 11/15/25
1,000 2,650 3,650 Lycoming Cnty, PA Auth College
Rev PA College of Technology
(AMBAC Insd) 5.350 07/01/26
5,000 5,000 Lycoming Cnty, PA Auth College
Rev PA College of Technology
(AMBAC Insd) 5.375 07/01/30
905 905 Mars, PA Area Sch Dist Ser AA
(MBIA Insd) * 09/01/19
495 495 Mars, PA Area Sch Dist Ser AA
(MBIA Insd) * 09/01/21
1,000 1,000 Mercer Cnty, PA (FGIC Insd) 5.500 10/01/15
2,500 2,500 Mercer Cnty, PA Indl Dev Auth
Wtr Facs Philadelphia Sub Corp
(AMT) (MBIA Insd) 6.000 07/01/30
VAP VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 151.1%
PENNSYLVANIA 146.4%
Allegheny Cnty, PA Arpt Auth
Pittsburgh Intl Arpt Rfdg (AMT)
(FGIC Insd) $ 1,077,480 $ 1,077,480
Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ $ 1,046,090 1,046,090
Allegheny Cnty, PA Higher Ed
Bldg Carnegie Mellon Univ 1,590,390 1,590,390
Allegheny Cnty, PA Higher Ed
Duquesne Univ Ser A
(FGIC Insd) $ 1,606,592 1,606,592
Allegheny Cnty, PA Higher Ed
Duquesne Univ Ser A
(FGIC Insd) (a) 1,706,999 1,706,999
Allegheny Cnty, PA Hosp Dev
Auth Rev Hlth Sys Ser A
(MBIA Insd) 1,595,457 1,595,457
Allegheny Cnty, PA Port Auth
Spl Rev Trans (FGIC Insd) 3,118,590 3,118,590
Allegheny Cnty, PA Port Auth
Spl Rev Trans
(Prerefunded @ 03/01/09) (MBIA I 2,266,020 2,266,020
Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
(AMT) (GNMA Collateralized) 730,978 730,978
Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
Ser II-1 (AMT) (GNMA Collaterali 542,451 542,451
Allegheny Cnty, PA Residential
Fin Auth Mtg Rev Single Family
Ser II-2 (AMT) (GNMA Collaterali 992,087 992,087
Allegheny Cnty, PA Residential
Mtg Single Family Ser KK-2 (AMT)
(GNMA Collateralized) 941,037 935,838 941,037 2,817,912
Allegheny Cnty, PA Residential
Mtg Single Family Ser MM (AMT)
(GNMA Collateralized) 1,558,733 1,558,733
Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 1,144,810 1,144,810
Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 2,538,037 2,538,037
Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 2,092,166 2,092,166
Allegheny Cnty, PA San Auth Swr
Rev (MBIA Insd) 2,243,860 3,253,597 1,121,930 6,619,387
Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12)
(MBIA Insd) 2,359,676 2,359,676
Allegheny Cnty, PA Ser C 54
(Prerefunded @ 11/01/12) (MBIA I 3,704,805 3,704,805
Allentown, PA Area Hosp Auth
Rev Sacred Heart Hosp of
Allentown Ser A Rfdg 2,629,536 2,629,536
Ambridge, PA Area Sch Dist
(MBIA Insd) 1,301,547 1,107,700 2,409,247
Bensalem Twp, PA Sch Dist
(FGIC Insd) (a) 2,876,993 2,876,993
Berks Cnty, PA Muni Auth
Albright College Proj (a) 1,841,804 1,841,804
Berks Cnty, PA Muni Auth
Albright College Proj (a) 1,944,108 1,944,108
Berks Cnty, PA Muni Auth Hosp
Rev Reading Hosp & Med Ctr
Proj (Prerefunded @ 11/01/09)
(FSA Insd) 1,156,690 2,313,380 3,470,070
Bethlehem, PA Auth Wtr Gtd
(FSA Insd) 1,097,700 1,602,642 1,097,700 3,798,042
Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 1,292,773 1,292,773
Bucks Cnty, PA Wtr & Swr Rev
Neshaminy Interceptor Ser A
(AMBAC Insd) (a) 1,364,895 1,364,895
Bucks Cnty, PA Auth Wtr & Swr
Rev Swr Sys (AMBAC Insd) (a) 1,424,203 1,424,203
Canon McMillan Sch Dist PA Ser
B (FGIC Insd) 1,102,430 1,102,430
Carbon Cnty, PA Indl Dev Auth
Panther Creek Partn Proj Rfdg
(AMT) (LOC: Paribas & Union
Bk of CA Intl) 945,003 945,003 945,003 2,835,009
Central Dauphin, PA Sch Dist
(FSA Insd) 1,638,405 1,092,270 1,092,270 3,822,945
Chester Cnty, PA Indl Dev Auth
Rev Collegium Charter Sch Proj
Ser A (ACA Insd) 1,645,750 1,058,360 2,704,110
Cumberland Cnty, PA Muni Auth
Dickinson College Ser A (AMBAC I 1,101,100 1,101,100
Dauphin Cnty, PA Genl Auth Hosp
Rev Hapsco Western PA Hosp
Proj B Rfdg (Escrowed to
Maturity) (MBIA Insd) 5,902,900 5,902,900
Delaware Cnty, PA Auth College
Neumann College Rfdg 1,040,790 1,040,790 2,081,580
Delaware Cnty, PA Auth Hosp Rev
Crozer Chester Med Ctr 1,011,450 1,011,450
Delaware Cnty, PA Regl Wtr
Quality Ctl Auth Swr Rev
(MBIA Insd) (a) 1,646,574 1,646,574
Delaware Vly, PA Regl Fin Auth 1,749,255 2,915,425 1,749,255 6,413,935
Erie, PA Sch Dist
(Prerefunded @ 09/01/10) (AMBAC 3,199,420 3,199,420
Erie, PA Ser A (FSA Insd) 1,111,283 1,111,283
Exeter Twp, PA Sch Dist (FGIC In 2,916,002 2,916,002
Falls Twp, PA Hosp Auth Hosp
Rev DE Vly Med Rfdg (FHA Gtd) 4,614,936 4,614,936
Fayette Cnty, PA
(Prerefunded @ 11/15/10) (AMBAC 1,137,640 1,137,640
Greater Latrobe, PA Sch Auth
(FGIC Insd) 2,214,720 2,214,720
Harrisburg, PA Auth Res Gtd Sub
Ser D-2 (FSA Insd) 1,643,595 1,643,595 1,095,730 4,382,920
Harrisburg, PA Auth Wtr Rev
Rfdg (FSA Insd) 2,166,780 1,706,339 3,873,119
Hempfield, PA Area Sch Dist
(FGIC Insd) 3,344,250 3,344,250
Jenkintown, PA Sch Dist Ser A
(FGIC Insd) (b) 1,404,570 1,044,290 2,448,860
Lehigh Cnty, PA Gen Purp Auth
Cedar Crest College Rfdg 2,092,460 2,092,460
Lehigh Cnty, PA Gen Purp Auth
Rev Good Shepherd Grp Ser A 2,088,340 2,088,340
Lehigh Northampton, PA Arpt Ser
A (AMT) (MBIA Insd) 1,669,965 1,669,965
Lehigh Northampton, PA Arpt Ser
A (AMT) (MBIA Insd) 3,005,937 3,005,937
Luzerne Cnty, PA Ser A (MBIA Ins 2,283,434 2,283,434
Luzerne Cnty, PA Ser A (MBIA Ins 3,616,039 1,099,100 4,715,139
Lycoming Cnty, PA Auth College
Rev PA College of Technology
(AMBAC Insd) 1,105,380 2,929,257 4,034,637
Lycoming Cnty, PA Auth College
Rev PA College of Technology
(AMBAC Insd) 5,471,500 5,471,500
Mars, PA Area Sch Dist Ser AA
(MBIA Insd) 477,342 477,342
Mars, PA Area Sch Dist Ser AA
(MBIA Insd) 233,412 233,412
Mercer Cnty, PA (FGIC Insd) 1,131,920 1,131,920
Mercer Cnty, PA Indl Dev Auth
Wtr Facs Philadelphia Sub Corp
(AMT) (MBIA Insd) 2,794,750 2,794,750
L-14
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPAL (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
------------------------------------------------------------------------------------------------------------------
1,000 1,000 Mifflin Cnty, PA Hosp Auth
(Radian Insd) 6.200 07/01/25
2,500 2,500 Mifflin Cnty, PA Hosp Auth Rev
(Radian Insd) 6.200 07/01/30
1,000 1,000 2,000 Monroe Cnty, PA Hosp Auth Rev
Hosp Pocono Med Ctr 6.000 01/01/43
1,205 1,205 Monroeville, PA Muni Auth San
Ser B (MBIA Insd) 5.250 12/01/18
1,350 1,350 Monroeville, PA Muni Auth San
Ser B (MBIA Insd) (a) 5.250 12/01/20
1,150 1,150 Monroeville, PA Muni Auth San
Swr Rev Ser B (MBIA Insd) (a) 5.250 12/01/17
1,280 1,280 Monroeville, PA Muni Auth San
Swr Rev Ser B (MBIA Insd) (a) 5.250 12/01/19
1,500 2,000 1,000 4,500 Montgomery Cnty, PA Higher Ed
& Hlth Auth Hosp Rev Abington
Mem Hosp Ser A 5.125 06/01/32
1,000 1,000 900 2,900 Montgomery Cnty, PA Indl Dev
Auth Rev Res Rec Montenay Proj
Ser A (MBIA Insd) 5.250 11/01/14
1,500 1,500 Mount Lebanon, PA Hosp Auth
Saint Clair Mem Hosp Ser A 5.625 07/01/32
1,000 1,000 Northeastern PA Hosp & Ed Auth
College Rev Gtd Luzerne Cnty
Cmnty College (Prerefunded @
02/15/05) (AMBAC Insd) 6.625 08/15/15
1,225 1,225 Northampton Twp, PA
(FGIC Insd) (a) 5.375 05/15/15
2,000 2,000 Pennsylvania Econ Dev Fin Auth
Res Recovery Rev Colver Proj
Ser D (AMT) 7.050 12/01/10
1,450 1,450 Pennsylvania Econ Dev Fin York
Wtr Co Proj Ser A (AMT)
(XLCA Insd) 5.000 04/01/16
2,500 2,500 Pennsylvania Hsg Fin Agy Single
Family Mtg Rev Ser 70A (AMT) 5.900 04/01/31
2,150 2,150 Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 61A (AMT) 5.500 04/01/29
2,395 2,395 Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 66A (AMT) 5.650 04/01/29
1,255 1,255 Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 67A (AMT) 5.900 10/01/30
1,500 1,500 Pennsylvania Intergvtl Coop Auth
Spl Tax Rev Philadelphia Fdg Pgm
Rfdg (FGIC Insd) 5.500 06/15/20
1,000 1,000 Pennsylvania St Higher Ed Clarion
Univ Fndtn Inc Ser A (XLCA Insd) 5.000 07/01/28
2,000 1,000 1,000 4,000 Pennsylvania St Higher Ed Fac Auth
Rev Drexel Univ 5.500 05/01/17
1,000 1,500 1,000 3,500 Pennsylvania St Higher Ed Fac Auth
Rev La Salle Univ 5.500 05/01/34
1,300 1,300 Pennsylvania St Higher Ed Fac Auth
Rev Lycoming Clg Assn Indpt
(Radian Insd) 5.250 11/01/19
1,000 1,000 1,000 3,000 Pennsylvania St Higher Ed Fac Auth
Rev Thomas Jefferson Univ 5.375 01/01/25
1,500 1,500 1,500 4,500 Pennsylvania St Higher Ed Fac Auth
Rev Univ Sciences Philadelphia
Ser A (XLCA Insd) (b) 5.000 11/01/36
1,500 1,500 Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 5.250 07/01/18
1,500 1,500 Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 5.000 07/01/33
1,000 1,000 2,000 Pennsylvania St Higher Ed Fac
Messiah College Ser AA3 (Radian Insd) 5.500 11/01/22
1,560 1,560 Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 5.000 12/01/16
1,645 1,645 Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 5.000 12/01/17
1,725 1,725 Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 5.000 12/01/18
1,000 1,000 Pennsylvania St Higher Ed Fac Auth
Rev UPMC Hlth Sys Ser A 6.250 01/15/18
3,000 3,000 Pennsylvania St Higher Ed Fac Auth
Rev UPMC Hlth Sys Ser A
(FSA Insd) 5.000 08/01/29
1,000 1,000 Pennsylvania St Higher Ed
Geneva College Proj 6.125 04/01/22
1,000 1,000 Pennsylvania St Higher Ed UPMC
Hlth Sys Ser A 6.250 01/15/17
1,850 1,000 2,000 4,850 Pennsylvania St Higher Ed UPMC
Hlth Sys Ser A 6.000 01/15/31
1,165 1,000 2,165 Pennsylvania St Indl Dev Auth
Econ Dev (AMBAC Insd) 5.500 07/01/14
2,000 2,000 Pennsylvania St Second Ser
(MBIA Insd) (Prerefunded @ 10/01/09) 5.750 10/01/17
3,015 3,015 3,015 9,045 Pennsylvania St Tpk Commn Ser
T Rfdg (FGIC Insd) 5.500 12/01/10
1,500 1,500 3,000 Pennsylvania St Univ 5.000 09/01/35
1,500 1,500 Pennsylvania St Univ Rfdg 5.250 03/01/17
1,970 1,970 Pennsylvania St Univ Rfdg 5.250 03/01/18
1,550 1,550 Perkiomen Vly Sch Dist PA Ser A
(FSA Insd) 5.250 03/01/28
3,000 3,000 Philadelphia, PA (FSA Insd) 5.000 03/15/28
1,500 1,500 Philadelphia, PA (FSA Insd) 5.250 09/15/25
6,160 6,160 Philadelphia, PA Auth for Indl
Ser B (FSA Insd) 5.500 10/1/017
2,000 2,000 Philadelphia, PA Auth for Indl
Ser B (FSA Insd) 5.125 10/01/26
1,005 1,000 1,000 3,005 Philadelphia, PA Auth Indl Dev
Amern College Of Physicians 5.500 06/15/27
2,500 2,500 Philadelphia, PA Auth Indl Dev
Philadelphia Arpt Sys Proj Ser A
(AMT) (FGIC Insd) 5.250 07/01/28
4,250 4,250 Philadelphia, PA Gas Wks Rev
12th Ser B (Escrowed to Maturity)
(MBIA Insd) 7.000 05/15/20
1,500 1,500 Philadelphia, PA Gas Wks Rev
1975 Gen Ordinance 17th Ser
(FSA Insd) 5.375 07/01/19
1,700 1,700 Philadelphia, PA Gas Wks Rev
18th Ser (AGC Insd) 5.250 08/01/21
1,750 1,750 Philadelphia, PA Gas Wks Rev
Second Ser (FSA Insd) 5.250 07/01/29
1,500 1,500 Philadelphia, PA Gas Wks Rev
Third Ser S (FSA Insd) 5.125 08/01/31
1,000 1,000 Philadelphia, PA Hosp & Higher
Ed Fac Auth Hosp Rev PA Hosp Rfdg
(Escrowed to Maturity) 6.250 07/01/06
1,455 1,455 Philadelphia, PA Hosp & Higher
Ed Fac Auth Rev Cmnty College
Ser B Rfdg (MBIA Insd) (a) 6.500 05/01/09
1,645 1,645 Philadelphia, PA Pkg Auth Rev Ser
A (AMBAC Insd) 5.250 02/15/29
2,000 2,000 Philadelphia, PA Sch Dist Ser B
(Prerefunded @ 09/01/05) (AMBAC Insd) 5.500 09/01/18
4,100 4,100 Philadelphia, PA Wtr & Swr Rev
Cap Apprec 14th Ser (MBIA Insd) * 10/01/07
3,675 3,675 Philadelphia, PA Wtr & Wastewtr
Rev Rfdg (AMBAC Insd) 5.500 06/15/07
500 500 Pittsburgh & Allegheny Cnty, PA
Pub Aud Hotel Room (AMBAC Insd) 5.125 02/01/35
5,000 2,500 4,500 12,000 Pittsburgh & Allegheny Cnty, PA
Pub Aud Regl Asset Dist Sales Tax
(AMBAC Insd) 5.000 02/01/24
4,990 4,990 Pittsburgh & Allegheny Cnty, PA
Pub Aud Regl Asset Dist Sales Tax
(AMBAC Insd) 5.000 02/01/29
VAP VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
------------------------------------------------------------------------------------------------------
Mifflin Cnty, PA Hosp Auth
(Radian Insd) 1,129,250 1,129,250
Mifflin Cnty, PA Hosp Auth Rev
(Radian Insd) 2,823,125 2,823,125
Monroe Cnty, PA Hosp Auth Rev
Hosp Pocono Med Ctr 1,061,210 1,061,210 2,122,420
Monroeville, PA Muni Auth San
Ser B (MBIA Insd) 1,342,394 1,342,394
Monroeville, PA Muni Auth San
Ser B (MBIA Insd) (a) 1,498,082 1,498,082
Monroeville, PA Muni Auth San
Swr Rev Ser B (MBIA Insd) (a) 1,283,446 1,283,446
Monroeville, PA Muni Auth San
Swr Rev Ser B (MBIA Insd) (a) 1,423,078 1,423,078
Montgomery Cnty, PA Higher Ed
& Hlth Auth Hosp Rev Abington
Mem Hosp Ser A 1,529,040 2,038,720 1,019,360 4,587,120
Montgomery Cnty, PA Indl Dev
Auth Rev Res Rec Montenay Proj
Ser A (MBIA Insd) 1,134,780 1,134,780 1,021,302 3,290,862
Mount Lebanon, PA Hosp Auth
Saint Clair Mem Hosp Ser A 1,565,925 1,565,925
Northeastern PA Hosp & Ed Auth
College Rev Gtd Luzerne Cnty
Cmnty College (Prerefunded @
02/15/05) (AMBAC Insd) 1,001,800 1,001,800
Northampton Twp, PA
(FGIC Insd) (a) 1,365,287 1,365,287
Pennsylvania Econ Dev Fin Auth
Res Recovery Rev Colver Proj
Ser D (AMT) 2,046,180 2,046,180
Pennsylvania Econ Dev Fin York
Wtr Co Proj Ser A (AMT)
(XLCA Insd) 1,553,951 1,553,951
Pennsylvania Hsg Fin Agy Single
Family Mtg Rev Ser 70A (AMT) 2,598,000 2,598,000
Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 61A (AMT) 2,205,234 2,205,234
Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 66A (AMT) 2,459,042 2,459,042
Pennsylvania Hsg Fin Agy Single
Family Mtg Ser 67A (AMT) 1,295,147 1,295,147
Pennsylvania Intergvtl Coop Auth
Spl Tax Rev Philadelphia Fdg Pgm
Rfdg (FGIC Insd) 1,556,820 1,556,820
Pennsylvania St Higher Ed Clarion
Univ Fndtn Inc Ser A (XLCA Insd) 1,045,010 1,045,010
Pennsylvania St Higher Ed Fac Auth
Rev Drexel Univ 2,233,380 1,116,690 1,116,690 4,466,760
Pennsylvania St Higher Ed Fac Auth
Rev La Salle Univ 1,043,130 1,564,695 1,043,130 3,650,955
Pennsylvania St Higher Ed Fac Auth
Rev Lycoming Clg Assn Indpt
(Radian Insd) 1,419,080 1,419,080
Pennsylvania St Higher Ed Fac Auth
Rev Thomas Jefferson Univ 1,084,010 1,084,010 1,084,010 3,252,030
Pennsylvania St Higher Ed Fac Auth
Rev Univ Sciences Philadelphia
Ser A (XLCA Insd) (b) 1,560,690 1,560,690 1,560,690 4,682,070
Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 1,649,130 1,649,130
Pennsylvania St Higher Ed Fac
Clarion Univ Fndtn Inc Ser A
(XLCA Insd) 1,556,805 1,556,805
Pennsylvania St Higher Ed Fac
Messiah College Ser AA3 (Radian Insd) 1,095,070 1,095,070 2,190,140
Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 1,690,556 1,690,556
Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 1,774,659 1,774,659
Pennsylvania St Higher Ed Fac
Philadelphia College Osteopathic
Med (a) 1,852,615 1,852,615
Pennsylvania St Higher Ed Fac Auth
Rev UPMC Hlth Sys Ser A 1,142,340 1,142,340
Pennsylvania St Higher Ed Fac Auth
Rev UPMC Hlth Sys Ser A
(FSA Insd) 3,104,250 3,104,250
Pennsylvania St Higher Ed
Geneva College Proj 1,064,820 1,064,820
Pennsylvania St Higher Ed UPMC
Hlth Sys Ser A 1,144,640 1,144,640
Pennsylvania St Higher Ed UPMC
Hlth Sys Ser A 2,056,442 1,111,590 2,223,180 5,391,212
Pennsylvania St Indl Dev Auth
Econ Dev (AMBAC Insd) 1,318,897 1,132,100 2,450,997
Pennsylvania St Second Ser
(MBIA Insd) (Prerefunded @ 10/01/09) 2,270,620 2,270,620
Pennsylvania St Tpk Commn Ser
T Rfdg (FGIC Insd) 3,415,995 3,415,995 3,415,995 10,247,985
Pennsylvania St Univ 1,574,790 1,574,790 3,149,580
Pennsylvania St Univ Rfdg 1,669,755 1,669,755
Pennsylvania St Univ Rfdg 2,189,891 2,189,891
Perkiomen Vly Sch Dist PA Ser A
(FSA Insd) 1,679,704 1,679,704
Philadelphia, PA (FSA Insd) 3,100,710 3,100,710
Philadelphia, PA (FSA Insd) 1,636,905 1,636,905
Philadelphia, PA Auth for Indl
Ser B (FSA Insd) 6,945,646 6,945,646
Philadelphia, PA Auth for Indl
Ser B (FSA Insd) 2,145,300 2,145,300
Philadelphia, PA Auth Indl Dev
Amern College Of Physicians 1,059,290 1,054,020 1,054,020 3,167,330
Philadelphia, PA Auth Indl Dev
Philadelphia Arpt Sys Proj Ser A
(AMT) (FGIC Insd) 2,621,050 2,621,050
Philadelphia, PA Gas Wks Rev
12th Ser B (Escrowed to Maturity)
(MBIA Insd) 5,317,770 5,317,770
Philadelphia, PA Gas Wks Rev
1975 Gen Ordinance 17th Ser
(FSA Insd) 1,670,490 1,670,490
Philadelphia, PA Gas Wks Rev
18th Ser (AGC Insd) 1,860,259 1,860,259
Philadelphia, PA Gas Wks Rev
Second Ser (FSA Insd) 1,878,118 1,878,118
Philadelphia, PA Gas Wks Rev
Third Ser S (FSA Insd) 1,564,260 1,564,260
Philadelphia, PA Hosp & Higher
Ed Fac Auth Hosp Rev PA Hosp Rfdg
(Escrowed to Maturity) 1,050,920 1,050,920
Philadelphia, PA Hosp & Higher
Ed Fac Auth Rev Cmnty College
Ser B Rfdg (MBIA Insd) (a) 1,661,188 1,661,188
Philadelphia, PA Pkg Auth Rev Ser
A (AMBAC Insd) 1,748,717 1,748,717
Philadelphia, PA Sch Dist Ser B
(Prerefunded @ 09/01/05) (AMBAC Insd) 2,059,160 2,059,160
Philadelphia, PA Wtr & Swr Rev
Cap Apprec 14th Ser (MBIA Insd) 3,821,036 3,821,036
Philadelphia, PA Wtr & Wastewtr
Rev Rfdg (AMBAC Insd) 3,926,407 3,926,407
Pittsburgh & Allegheny Cnty, PA
Pub Aud Hotel Room (AMBAC Insd) 525,345 525,345
Pittsburgh & Allegheny Cnty, PA
Pub Aud Regl Asset Dist Sales Tax
(AMBAC Insd) 5,347,800 2,673,900 4,813,020 12,834,720
Pittsburgh & Allegheny Cnty, PA
Pub Aud Regl Asset Dist Sales Tax
(AMBAC Insd) 5,201,676 5,201,676
L-15
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
------------------------------------------------------------------------------------------------------------------
1,000 1,000 2,000 Pittsburgh, PA Pub Pkg Auth Rev
Ser B (FGIC Insd) (b) 5.000 12/01/23
2,500 5,000 7,500 Pittsburgh, PA Ser A (AMBAC Insd) 5.500 09/01/17
2,000 2,000 Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09) (FGIC Insd) 5.750 09/01/21
500 1,000 1,500 Pittsburgh, PA Urban Redev Auth
Mtg Rev Ser C Rfdg (AMT) 6.500 10/01/23
1,570 1,570 Pittsburgh, PA Urban Redev Auth
Mtg Rev Ser C Rfdg (AMT)
(GNMA Collateralized) 5.700 04/01/30
2,000 3,700 5,700 Pittsburgh, PA Wtr & Swr Rfdg
(FGIC Insd) 6.500 09/01/13
1,765 1,765 Quaker Valley, PA Sch Dist
(FSA Insd) (a) 5.375 04/01/20
1,960 1,960 Quaker Valley, PA Sch Dist
(FSA Insd) (a) 5.375 04/01/22
1,375 1,375 Red Lion, PA Area Sch Dist Ser A
(FSA Insd) (a) (b) 5.000 02/01/20
2,000 2,000 Rostraver Twp, PA (AMBAC Insd) 5.500 07/01/24
1,050 1,050 Scranton, PA Ser B (AMBAC Insd) (a) 5.000 09/01/17
1,000 2,000 1,000 4,000 Southcentral, PA Gen Auth Rev
Wellspan Hlth Oblig (MBIA Insd) 5.375 05/15/28
1,000 1,000 State Pub Sch Bldg Auth PA
Delaware Cnty College Proj (MBIA Insd) 5.750 10/01/16
685 685 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist (FGIC Insd) 5.250 11/01/18
1,220 1,220 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist (FGIC Insd)
(Prerefunded @ 11/01/13) 5.250 11/01/18
360 360 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj (FGIC Insd) 5.250 11/01/19
640 640 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj (FGIC Insd)
(Prerefunded @ 11/01/13) 5.250 11/01/19
2,120 2,120 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj (FGIC Insd) (a) 5.250 11/01/20
2,480 2,480 State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj (FGIC Insd) (a) 5.250 11/01/23
2,360 2,360 State Pub Sch Bldg Auth PA Sch
Rev Jefferson Cnty Dubois Tech
Sch (FGIC Insd) (a) 5.375 02/01/23
1,205 1,205 State Pub Sch Bldg Auth PA Sch
Tuscarora Sch Dist Proj (FSA Insd) (a) 5.250 04/01/20
1,270 1,270 State Pub Sch Bldg Auth PA Sch
Tuscarora Sch Dist Proj (FSA Insd) (a) 5.250 04/01/21
1,140 1,000 2,140 Susquehanna Area Regl Arpt Auth
PA Ser A (AMT) (AMBAC Insd) 5.375 01/01/21
5,205 5,205 Susquehanna Area Regl Arpt Auth
PA Arpt Sys Rev Ser A (AMT) (AMBAC Insd) 5.375 01/01/23
1,500 1,500 1,000 4,000 Susquehanna Area Regl Arpt Auth
PA Ser D 5.375 01/01/18
1,950 1,950 Swarthmore Boro Auth PA College 5.250 09/15/18
1,850 1,000 2,850 Trinity Area Sch Dist PA (FGIC Insd) 5.250 11/01/20
1,000 1,000 Union Cnty, PA Higher Edl
Bucknell Univ Ser A 5.250 04/01/21
500 500 Union Cnty, PA Higher Edl
Bucknell Univ Ser A 5.250 04/01/22
2,300 2,300 Union Cnty, PA Hosp Auth Hosp
Rev Evangelical Cmnty Hosp
(Radian Insd) 5.250 08/01/24
1,285 1,285 Unity Twp, PA Muni Auth Swr Rev
(FSA Insd) 5.000 12/01/24
720 720 Washington Cnty, PA Auth Rev Cap
Fdg Proj & Equip Pgm (AMBAC Insd) 6.150 12/01/29
2,000 1,350 3,350 Washington Cnty, PA Ser A (AMBAC Insd) 5.125 09/01/27
1,000 1,000 Wayne Highlands, PA Sch Dist (FSA Insd) 5.375 04/01/14
2,000 2,000 West Shore, PA Area Hosp Auth
Holy Spirit Hosp Proj 6.250 01/01/32
1,000 1,000 Wilson, PA Area Sch Dist (FGIC Insd) 5.125 03/15/16
1,075 1,075 Wilson, PA Sch Dist Second Ser
(FSA Insd) 5.375 05/15/16
1,100 1,100 York Cnty, PA (AMBAC Insd) 5.000 06/01/19
500 500 York Cnty, PA Sch Technology Auth
Lease Rev (FGIC Insd) 5.500 02/15/22
1,000 1,000 York Cnty, PA Sch Technology Auth
Lease Rev (FGIC Insd) 5.500 02/15/23
GUAM 0.6%
1,585 1,585 Guam Intl Arpt Auth Gen Ser B
(MBIA Insd) 5.250 10/01/21
PUERTO RICO 1.9%
4,000 $ 4,000 Puerto Rico Comwlth Hwy & Tran
Auth Hwy Rev Ser Y Rfdg (FSA Insd) 6.250 07/01/21
U. S. VIRGIN ISLANDS 2.2%
1,500 1,500 University Virgin Islands Impt Ser A 5.375 06/01/34
1,000 2,000 3,000 Virgin Islands Pub Fin Auth Rev
Gross Rcpt Taxes Ln Nt Ser A (ACA Insd) 6.125 10/01/29
1,000 1,000 Virgin Islands Pub Fin Auth Rev
Gross Rcpts Taxes Nt Ser A 6.375 10/01/19
SHORT-TERM INVESTMENTS 7.5%
2,700 800 2,400 5,900 Delaware Cnty, PA Indl Dev Auth
Dates United Parcel Svc Proj (c) 1.750 12/01/15
4,700 8,200 1,100 14,000 Delaware Cnty, PA Indl Dev Auth
Pollutn Ctl Rev Exelon Rmkt (c) 1.970 04/01/05
VAP VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
--------------------------------------------------------------------------------------------------------
Pittsburgh, PA Pub Pkg Auth Rev
Ser B (FGIC Insd) (b) 1,077,580 1,077,580 2,155,160
Pittsburgh, PA Ser A (AMBAC Insd) 2,760,050 5,520,100 8,280,150
Pittsburgh, PA Ser A
(Prerefunded @ 09/01/09) (FGIC Insd) 2,218,000 2,218,000
Pittsburgh, PA Urban Redev Auth
Mtg Rev Ser C Rfdg (AMT) 518,460 1,036,920 1,555,380
Pittsburgh, PA Urban Redev Auth
Mtg Rev Ser C Rfdg (AMT)
(GNMA Collateralized) 1,611,888 1,611,888
Pittsburgh, PA Wtr & Swr Rfdg
(FGIC Insd) 2,395,020 4,430,787 6,825,807
Quaker Valley, PA Sch Dist
(FSA Insd) (a) 1,987,849 1,987,849
Quaker Valley, PA Sch Dist
(FSA Insd) (a) 2,194,553 2,194,553
Red Lion, PA Area Sch Dist Ser A
(FSA Insd) (a) (b) 1,503,425 1,503,425
Rostraver Twp, PA (AMBAC Insd) 2,219,700 2,219,700
Scranton, PA Ser B (AMBAC Insd) (a) 1,144,805 1,144,805
Southcentral, PA Gen Auth Rev
Wellspan Hlth Oblig (MBIA Insd) 1,067,410 2,134,820 1,067,410 4,269,640
State Pub Sch Bldg Auth PA
Delaware Cnty College Proj (MBIA Insd) 1,133,640 1,133,640
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist (FGIC Insd) 764,412 764,412
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist (FGIC Insd)
(Prerefunded @ 11/01/13) 1,386,359 1,386,359
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj (FGIC Insd) 400,964 400,964
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj (FGIC Insd)
(Prerefunded @ 11/01/13) 727,270 727,270
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj (FGIC Insd) (a) 2,357,058 2,357,058
State Pub Sch Bldg Auth PA Sch
Conneaut Sch Dist Proj (FGIC Insd) (a) 2,746,972 2,746,972
State Pub Sch Bldg Auth PA Sch
Rev Jefferson Cnty Dubois Tech
Sch (FGIC Insd) (a) 2,645,088 2,645,088
State Pub Sch Bldg Auth PA Sch
Tuscarora Sch Dist Proj (FSA Insd) (a) 1,336,176 1,336,176
State Pub Sch Bldg Auth PA Sch
Tuscarora Sch Dist Proj (FSA Insd) (a) 1,405,039 1,405,039
Susquehanna Area Regl Arpt Auth
PA Ser A (AMT) (AMBAC Insd) 1,231,211 1,080,010 2,311,221
Susquehanna Area Regl Arpt Auth
PA Arpt Sys Rev Ser A (AMT) (AMBAC Insd) 5,592,408 5,592,408
Susquehanna Area Regl Arpt Auth
PA Ser D 1,552,185 1,552,185 1,034,790 4,139,160
Swarthmore Boro Auth PA College 2,169,882 2,169,882
Trinity Area Sch Dist PA (FGIC Insd) 2,056,867 1,111,820 3,168,687
Union Cnty, PA Higher Edl
Bucknell Univ Ser A 1,106,330 1,106,330
Union Cnty, PA Higher Edl
Bucknell Univ Ser A 552,835 552,835
Union Cnty, PA Hosp Auth Hosp
Rev Evangelical Cmnty Hosp
(Radian Insd) 2,447,706 2,447,706
Unity Twp, PA Muni Auth Swr Rev
(FSA Insd) 1,383,675 1,383,675
Washington Cnty, PA Auth Rev Cap
Fdg Proj & Equip Pgm (AMBAC Insd) 766,778 766,778
Washington Cnty, PA Ser A (AMBAC Insd) 2,121,540 1,432,040 3,553,580
Wayne Highlands, PA Sch Dist (FSA Insd) 1,125,850 1,125,850
West Shore, PA Area Hosp Auth
Holy Spirit Hosp Proj 2,151,220 2,151,220
Wilson, PA Area Sch Dist (FGIC Insd) 1,103,420 1,103,420
Wilson, PA Sch Dist Second Ser
(FSA Insd) 1,202,162 1,202,162
York Cnty, PA (AMBAC Insd) 1,195,601 1,195,601
York Cnty, PA Sch Technology Auth
Lease Rev (FGIC Insd) 566,205 566,205
York Cnty, PA Sch Technology Auth
Lease Rev (FGIC Insd) 1,130,770 1,130,770
--------------------------------------------------------
108,765,271 184,067,097 110,348,581 403,180,949
--------------------------------------------------------
GUAM 0.6%
Guam Intl Arpt Auth Gen Ser B
(MBIA Insd) 1,757,226 1,757,226
--------------------------------------------------------
PUERTO RICO 1.9%
Puerto Rico Comwlth Hwy & Tran
Auth Hwy Rev Ser Y Rfdg (FSA Insd) 5,111,880 5,111,880
--------------------------------------------------------
U. S. VIRGIN ISLANDS 2.2%
University Virgin Islands Impt Ser A 1,577,565 1,577,565
Virgin Islands Pub Fin Auth Rev
Gross Rcpt Taxes Ln Nt Ser A (ACA Insd) 1,138,160 2,276,320 3,414,480
Virgin Islands Pub Fin Auth Rev
Gross Rcpts Taxes Nt Ser A 1,157,460 1,157,460
--------------------------------------------------------
1,138,160 3,853,885 1,157,460 6,149,505
--------------------------------------------------------
TOTAL LONG-TERM INVESTMENTS 151.1%
(Cost $571,718,197) 109,903,431 187,920,982 118,375,147 416,199,560
SHORT-TERM INVESTMENTS 7.5%
Delaware Cnty, PA Indl Dev Auth
Dates United Parcel Svc Proj (c) 2,700,000 800,000 2,400,000 5,900,000
Delaware Cnty, PA Indl Dev Auth
Pollutn Ctl Rev Exelon Rmkt (c) 4,700,000 8,200,000 1,100,000 14,000,000
L-16
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VTP VPV PROFORMA
PAR AMOUNT PAR AMOUNT PAR AMOUNT PAR AMOUNT
(000) (000) (000) (000) DESCRIPTION COUPON MATURITY
------------------------------------------------------------------------------------------------------------------
200 200 Lehigh Cnty, PA Gen Purp Auth
Adj Hosp Lehigh Vy Hosp Ser A (c) 1.820 07/01/28
600 600 South Fork Muni Auth PA Hosp
Rev Conemaugh Hlth Sys Ser A
(MBIA Insd) (c) 1.820 07/01/28
VAP VTP VPV PROFORMA
DESCRIPTION MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
--------------------------------- ----------------------------------------------------------
Lehigh Cnty, PA Gen Purp Auth
Adj Hosp Lehigh Vy Hosp Ser A (c) 200,000 200,000
South Fork Muni Auth PA Hosp
Rev Conemaugh Hlth Sys Ser A
(MBIA Insd) (c) 600,000 600,000
--------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS 7.5% 8,000,000 9,200,000 3,500,000 20,700,000
--------------------------------------------------------
(Cost $21,820,000)
TOTAL INVESTMENTS 158.6%
(Cost $593,538,197) 117,903,431 197,120,982 121,875,147 436,899,560
LIABILITIES IN EXCESS OF OTHER ASSETS (2.3%) (3,160,996) (125,643) (3,081,105) (6,367,744)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (56.3%) (40,008,110) (70,080,556) (45,011,404) (155,100,070)
--------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHARES 100.0% $74,734,325 $ 126,914,783 $ 73,782,638 $275,431,746
========================================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero Coupon Bond
(a) The Trust owns 100% of bond issuance.
(b) Securities purchased on a when-issued or delayed delivery basis.
(c) Security includes a put feature allowing the Trust to
periodically put the security back to the issuer at amortized
cost on specified put dates. The interest rate shown represents
the current interest rate earned by the Trust based on the most
recent reset date.
ACA American Capital Access
AGC AGC Insured Custody Certificates
AMBAC AMBAC Indemnity Corp.
AMT Alternative Minimum Tax
FGIC Financial Guaranty Insurance Co.
FHA Federal Housing Administration
FSA Financial Security Assurance Inc.
GNMA Government National Mortgage Association
LOC Letter of Credit
MBIA Municipal Bond Investors Assurance Corp.
Radian Radian Asset Assurance
XLCA XL Capital Assurance Inc.
L-17
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VPQ VPV PROFORMA
PAR PAR PAR VPQ VPV PROFORMA
AMOUNT AMOUNT AMOUNT MARKET MARKET MARKET
(000) (000) (000) DESCRIPTION COUPON MATURITY VALUE VALUE VALUE
-----------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 150.4%
PENNSYLVANIA 145.8%
$ 2,000 $ 1,000 $ 3,000 Allegheny Cnty, PA Arpt Auth Pittsburgh Intl Arpt
Rfdg (AMT) (FGIC Insd) 5.750% 01/01/18 $ 2,154,960 $ 1,077,480 $ 3,232,440
1,000 1,000 Allegheny Cnty, PA Higher Ed Bldg Carnegie
Mellon Univ 5.125 03/01/32 1,046,090 1,046,090
1,250 1,250 Allegheny Cnty, PA Higher Ed Bldg Carnegie
Mellon Univ 5.250 03/01/32 1,325,325 1,325,325
1,360 1,360 Allegheny Cnty, PA Hosp Dev Auth Rev Hlth Sys
Ser A (MBIA Insd) 6.500 11/15/30 1,595,457 1,595,457
2,000 2,000 4,000 Allegheny Cnty, PA Port Auth Spl Rev Trans
(Prerefunded @ 03/01/09) (MBIA Insd) 6.000 03/01/24 2,266,020 2,266,020 4,532,040
1,300 1,300 Allegheny Cnty, PA Redev Auth Tax Increment Rev
Robinson Mall Proj Ser A 7.000 11/01/17 1,396,122 1,396,122
1,355 905 2,260 Allegheny Cnty, PA Residential Mtg Single
Family Ser KK-2 (AMT) (GNMA Collateralized) 5.750 05/01/33 1,408,956 941,037 2,349,993
1,525 1,525 Allegheny Cnty, PA Residential Mtg Single
Family Ser MM (AMT) (GNMA Collateralized) 5.200 05/01/33 1,558,733 1,558,733
1,000 1,000 Allegheny Cnty, PA San Auth Swr Rev (MBIA Insd) 5.500 12/01/24 1,121,930 1,121,930
3,000 3,000 Allegheny Cnty, PA San Auth Swr (MBIA Insd) 5.500 12/01/30 3,331,740 3,331,740
2,575 2,575 Allegheny Cnty, PA San Auth Swr Rev Ser A
(FGIC Insd) (a) * 12/01/08 2,303,312 2,303,312
2,380 2,380 Allegheny Cnty, PA San Auth Swr Rev Ser A
(FGIC Insd) * 06/01/09 2,081,477 2,081,477
1,645 1,645 Allegheny Cnty, PA San Auth Swr Rev Ser A
(FGIC Insd) (a) * 12/01/09 1,411,476 1,411,476
2,600 2,600 Allentown, PA Area Hosp Auth Rev Sacred Heart
Hosp of Allentown Ser A Rfdg 6.750 11/15/14 2,629,536 2,629,536
1,000 1,000 2,000 Ambridge, PA Area Sch Dist (MBIA Insd) 5.500 11/01/31 1,107,700 1,107,700 2,215,400
1,695 1,695 Berks Cnty, PA Muni Auth Albright College Proj (a) 5.500 10/01/16 1,841,804 1,841,804
1,800 1,800 Berks Cnty, PA Muni Auth Albright College Proj (a) 5.500 10/01/17 1,944,108 1,944,108
3,000 2,000 5,000 Berks Cnty, PA Muni Auth Hosp Rev Reading Hosp &
Med Ctr Proj (Prerefunded @ 11/01/09) (FSA Insd) 6.000 11/01/29 3,470,070 2,313,380 5,783,450
1,000 1,000 2,000 Bethlehem, PA Auth Wtr Gtd (FSA Insd) 5.000 11/15/19 1,097,700 1,097,700 2,195,400
1,000 1,000 Canon McMillan Sch Dist PA Ser B (FGIC Insd) 5.500 12/01/29 1,102,430 1,102,430
870 870 1,740 Carbon Cnty, PA Indl Dev Auth Panther Creek Partn Proj
Rfdg (AMT) (LOC: Paribas & Union Bk of CA Intl) 6.650 05/01/10 945,003 945,003 1,890,006
2,000 1,000 3,000 Central Dauphin, PA Sch Dist (FSA Insd) 5.000 12/01/19 2,184,540 1,092,270 3,276,810
1,000 1,000 Chartiers Valley, PA Indl & Coml Dev Auth First
Mtg Rev Asbury Hlth Cent Rfdg 6.375 12/01/19 1,023,310 1,023,310
1,000 1,000 Chartiers Valley, PA Indl & Coml Dev Auth First
Mtg Rev Asbury Hlth Cent Rfdg 6.375 12/01/24 1,007,920 1,007,920
1,000 1,000 2,000 Chester Cnty, PA Indl Dev Auth Rev Collegium Charter
Sch Proj Ser A (ACA Insd) 5.500 04/15/31 1,058,360 1,058,360 2,116,720
1,500 1,500 Crawford Cnty, PA Hosp Auth Sr Living Fac Rev
Westbury Utd Methodist Cmnty 6.250 08/15/29 1,544,655 1,544,655
1,000 1,000 Cumberland Cnty, PA Muni Auth Dickinson College
Ser A (AMBAC Insd) 5.500 11/01/30 1,101,100 1,101,100
2,000 2,000 Delaware Cnty, PA Auth College Cabrini College
(Radian Insd) 5.750 07/01/23 2,160,080 2,160,080
2,295 2,295 Delaware Cnty, PA Auth College Neumann College
Rfdg (a) 5.875 10/01/21 2,420,100 2,420,100
1,000 1,000 Delaware Cnty, PA Auth College Neumann College
Rfdg 6.000 10/01/31 1,040,790 1,040,790
1,000 1,000 Delaware Cnty, PA Auth First Mtg Rev Riddle
Vlg Proj Rfdg 6.875 06/01/16 1,009,220 1,009,220
1,000 1,000 Delaware Cnty, PA Auth Hosp Rev Crozer Chester
Med Ctr 6.000 12/15/09 1,011,450 1,011,450
1,000 1,000 Delaware Cnty, PA Auth Rev White Horse Vlg
Proj Ser A Rfdg 7.625 07/01/30 1,058,140 1,058,140
1,750 1,750 Delaware Cnty, PA Indl Dev Auth Rev Wtr
Fac (AMT) (FGIC Insd) 6.000 06/01/29 1,941,467 1,941,467
2,500 2,500 Delaware Cnty, PA Indl Dev Auth Wtr Fac PA
Suburban Wtr (AMT) (AMBAC Insd) 5.350 10/01/31 2,636,000 2,636,000
1,230 1,230 Delaware Cnty, PA Regl Wtr Qual (MBIA Insd) 5.250 05/01/19 1,375,570 1,375,570
1,555 1,555 Delaware Cnty, PA Regl Wtr Qual (MBIA Insd) (a) 5.250 05/01/22 1,724,899 1,724,899
2,500 1,500 4,000 Delaware Vly, PA Regl Fin Auth 5.750 07/01/17 2,915,425 1,749,255 4,664,680
2,000 2,000 Downingtown, PA Area Sch Dist (FSA Insd) 5.250 04/01/15 2,211,200 2,211,200
1,010 1,010 Erie, PA Ser A (FSA Insd) 5.000 11/15/18 1,111,283 1,111,283
3,420 3,420 Falls Twp, PA Hosp Auth Hosp Rev DE Vly
Med Rfdg (FHA Gtd) 7.000 08/01/22 3,554,748 3,554,748
2,000 1,000 3,000 Harrisburg, PA Auth Res Gtd Sub Ser D-2 (FSA Insd) 5.000 12/01/33 2,191,460 1,095,730 3,287,190
3,000 1,575 4,575 Harrisburg, PA Auth Wtr Rev Rfdg (FSA Insd) 5.000 07/15/21 3,250,170 1,706,339 4,956,509
1,000 1,000 Harveys Lake Genl Muni Auth PA College Rev College
Misericordia Proj (ACA Insd) 6.000 05/01/19 1,079,610 1,079,610
2,925 2,925 Hempfield, PA Area Sch Dist (FGIC Insd) 5.375 02/15/17 3,260,644 3,260,644
2,595 2,595 Hempfield, PA Area Sch Dist (FGIC Insd) 5.375 02/15/19 2,892,776 2,892,776
1,000 1,000 Jenkintown, PA Sch Dist Ser A (FGIC Insd) (b) 5.000 05/15/28 1,044,290 1,044,290
1,000 1,000 Kennett, PA Cons Sch Dist Ser A (FGIC Insd) 5.250 02/15/19 1,109,700 1,109,700
2,000 2,000 Lehigh Cnty, PA Gen Purp Auth Cedar Crest
College Rfdg 6.700 04/01/26 2,092,460 2,092,460
1,000 1,000 Lehigh Cnty, PA Gen Purp Auth Good
Shepherd Grp Ser A 5.625 11/01/34 1,042,270 1,042,270
1,750 1,750 Lehigh Cnty, PA Gen Purp Auth Rev Hosp Saint
Lukes Bethlehem 5.375 08/15/33 1,795,115 1,795,115
2,310 2,310 Luzerne Cnty, PA Ser A (MBIA Insd) (a) 5.250 11/15/17 2,582,695 2,582,695
4,000 1,000 5,000 Luzerne Cnty, PA Ser A (MBIA Insd) 5.250 11/15/25 4,396,400 1,099,100 5,495,500
L-18
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VPQ VPV PROFORMA
PAR PAR PAR VPQ VPV PROFORMA
AMOUNT AMOUNT AMOUNT MARKET MARKET MARKET
(000) (000) (000) DESCRIPTION COUPON MATURITY VALUE VALUE VALUE
-----------------------------------------------------------------------------------------------------------------------------------
3,000 3,000 Lycoming Cnty, PA Auth College Rev PA College of
Technology (AMBAC Insd) 5.350 07/01/26 3,316,140 3,316,140
5,000 5,000 Lycoming Cnty, PA Auth College Rev PA College of
Technology (AMBAC Insd) 5.375 07/01/30 5,471,500 5,471,500
1,000 1,000 Mercer Cnty, PA (FGIC Insd) 5.500 10/01/15 1,131,920 1,131,920
2,500 2,500 Mercer Cnty, PA Indl Dev Auth Wtr Facs
Philadelphia Sub Corp (AMT) (MBIA Insd) 6.000 07/01/30 2,794,750 2,794,750
1,000 1,000 Mifflin Cnty, PA Hosp Auth (Radian Insd) 6.200 07/01/25 1,129,250 1,129,250
1,000 1,000 2,000 Monroe Cnty, PA Hosp Auth Rev Hosp Pocono Med Ctr 6.000 01/01/43 1,061,210 1,061,210 2,122,420
1,150 1,150 Monroeville, PA Muni Auth San Swr Rev Ser B
(MBIA Insd) (a) 5.250 12/01/17 1,283,446 1,283,446
2,000 1,000 3,000 Montgomery Cnty, PA Higher Ed & Hlth Auth
Hosp Rev Abington Mem Hosp Ser A 5.125 06/01/32 2,038,720 1,019,360 3,058,080
1,000 900 1,900 Montgomery Cnty, PA Indl Dev Auth Rev Res Rec
Montenay Proj Ser A (MBIA Insd) 5.250 11/01/14 1,134,780 1,021,302 2,156,082
2,345 2,345 Moon Indl Dev Auth PA Ed Fac Rev Ellis Sch Proj 5.800 03/01/25 2,517,287 2,517,287
1,225 1,225 Northampton Twp, PA (FGIC Insd) (a) 5.375 05/15/15 1,365,287 1,365,287
1,000 1,000 Pennsylvania Econ Dev Fin Auth Res Recovery Rev
Colver Proj Ser D (AMT) 7.150 12/01/18 1,023,470 1,023,470
2,500 2,500 Pennsylvania Hsg Fin Agy Single Family Mtg Rev
Ser 70A (AMT) 5.900 04/01/31 2,598,000 2,598,000
2,000 2,000 Pennsylvania Hsg Fin Agy Single Family Mtg
Ser 61A (AMT) 5.500 04/01/29 2,051,380 2,051,380
2,395 2,395 Pennsylvania Hsg Fin Agy Single Family Mtg
Ser 66A (AMT) 5.650 04/01/29 2,459,042 2,459,042
1,260 1,260 Pennsylvania Hsg Fin Agy Single Family Mtg
Ser 67A (AMT) 5.900 10/01/30 1,300,307 1,300,307
1,500 1,500 Pennsylvania Intergvtl Coop Auth Spl Tax Rev
Philadelphia Fdg Pgm Rfdg (FGIC Insd) 5.500 06/15/20 1,556,820 1,556,820
3,000 3,000 Pennsylvania St Higher Ed Fac Auth Rev
Drexel Univ (a) 5.500 05/01/16 3,356,490 3,356,490
1,500 1,500 Pennsylvania St Higher Ed Fac Auth Rev Drexel Univ
(Prerefunded @ 05/01/09) 6.000 05/01/24 1,639,860 1,639,860
1,750 1,750 Pennsylvania St Higher Ed Fac Auth Rev Drexel Univ
(Prerefunded @ 05/01/09) 6.000 05/01/29 1,917,510 1,917,510
1,000 1,000 Pennsylvania St Higher Ed Fac Auth Rev Drexel Univ 5.500 05/01/17 1,116,690 1,116,690
2,000 1,000 3,000 Pennsylvania St Higher Ed Fac Auth Rev La Salle Univ 5.500 05/01/34 2,086,260 1,043,130 3,129,390
1,170 1,000 2,170 Pennsylvania St Higher Ed Fac Auth Rev Thomas
Jefferson Univ 5.375 01/01/25 1,918,698 1,084,010 3,002,708
1,500 1,500 3,000 Pennsylvania St Higher Ed Fac Auth Rev Univ Sciences
Philadelphia Ser A (XLCA Insd) (b) 5.000 11/01/36 1,560,690 1,560,690 3,121,380
1,000 1,000 2,000 Pennsylvania St Higher Ed Fac Messiah College
Ser AA3 (Radian Insd) 5.500 11/01/22 1,095,070 1,095,070 2,190,140
1,645 1,645 Pennsylvania St Higher Ed Fac Philadelphia College
Osteopathic Med (a) 5.000 12/01/17 1,774,659 1,774,659
1,725 1,725 Pennsylvania St Higher Ed Fac Philadelphia College
Osteopathic Med (a) 5.000 12/01/18 1,852,615 1,852,615
1,000 1,000 Pennsylvania St Higher Ed Fac Auth Rev UPMC
Hlth Sys Ser A 6.250 01/15/18 1,142,340 1,142,340
3,600 3,600 Pennsylvania St Higher Ed Fac Auth Rev UPMC
Hlth Sys Ser A (FSA Insd) 5.000 08/01/29 3,725,100 3,725,100
1,000 1,000 Pennsylvania St Higher Ed UPMC Hlth Sys Ser A 6.250 01/15/17 1,144,640 1,144,640
3,000 2,000 5,000 Pennsylvania St Higher Ed UPMC Hlth Sys Ser A 6.000 01/15/31 3,334,770 2,223,180 5,557,950
1,000 1,000 Pennsylvania St Indl Dev Auth Econ Dev (AMBAC Insd) 5.500 07/01/14 1,132,100 1,132,100
1,200 1,200 Pennsylvania St Tpk Commn Tpk Rev Ser A (AMBAC Insd) 5.250 12/01/21 1,344,216 1,344,216
3,015 3,015 Pennsylvania St Tpk Commn Ser T Rfdg (FGIC Insd) 5.500 12/01/10 3,415,995 3,415,995
4,505 4,505 Pennsylvania St Tpk Commn Tpk Rev Ser T Rfdg
(FGIC Insd) 5.500 12/01/13 5,214,718 5,214,718
2,000 2,000 Pennsylvania St Univ 5.000 09/01/29 2,110,120 2,110,120
1,000 1,500 2,500 Pennsylvania St Univ 5.000 09/01/35 1,049,860 1,574,790 2,624,650
1,390 1,390 Pennsylvania St Univ Rfdg 5.250 08/15/14 1,583,391 1,583,391
1,500 1,500 Philadelphia, PA (FSA Insd) 5.250 09/15/25 1,636,905 1,636,905
5,000 5,000 Philadelphia, PA Auth for Indl Ser B (FSA Insd) 5.500 10/1/017 5,637,700 5,637,700
2,000 2,000 Philadelphia, PA Auth for Indl Ser B (FSA Insd) 5.125 10/01/26 2,145,300 2,145,300
1,000 1,000 2,000 Philadelphia, PA Auth Indl Dev Amern College Of
Physicians 5.500 06/15/27 1,054,020 1,054,020 2,108,040
2,250 2,250 Philadelphia, PA Auth Indl Dev Philadelphia
Arpt Sys Proj Ser A (AMT) (FGIC Insd) 5.125 07/01/19 2,397,938 2,397,938
2,000 1,500 3,500 Philadelphia, PA Gas Wks Rev 1975 Gen
Ordinance 17th Ser (FSA Insd) 5.375 07/01/19 2,227,320 1,670,490 3,897,810
3,250 3,250 Philadelphia, PA Gas Wks Rev Second Ser (FSA Insd) 5.250 07/01/29 3,487,933 3,487,933
1,000 1,000 Philadelphia, PA Hosp & Higher Ed Fac Auth
Hosp Rev PA Hosp Rfdg (Escrowed to Maturity) 6.250 07/01/06 1,050,920 1,050,920
1,000 1,000 Philadelphia, PA Hosp & Higher Ed Fac Auth Rev
Chestnut Hill College 6.000 10/01/29 1,017,180 1,017,180
1,455 1,455 Philadelphia, PA Hosp & Higher Ed Fac Auth
Rev Cmnty College Ser B Rfdg (MBIA Insd) (a) 6.500 05/01/09 1,661,188 1,661,188
4,675 4,675 Philadelphia, PA Redev Auth Rev Neighborhood Trans
Ser A (FGIC Insd) 5.250 04/15/12 5,255,168 5,255,168
1,905 1,905 Philadelphia, PA Redev Auth Rev Neighborhood Trans
Ser A (FGIC Insd) 5.500 04/15/16 2,140,534 2,140,534
1,250 1,250 Philadelphia, PA Sch Dist Ser A
(Prerefunded @ 02/01/11) (FSA Insd) 5.750 02/01/13 1,431,200 1,431,200
2,000 2,000 Philadelphia, PA Sch Dist Ser B
(Prerefunded @ 09/01/05) (AMBAC Insd) 5.500 09/01/18 2,059,160 2,059,160
3,675 3,675 Philadelphia, PA Wtr & Wastewtr Rev Rfdg
(AMBAC Insd) 5.500 06/15/07 3,926,407 3,926,407
3,000 3,000 Philadelphia, PA Wtr & Wastewtr Rev Rfdg
(MBIA Insd) 5.625 06/15/08 3,282,960 3,282,960
4,000 4,500 8,500 Pittsburgh & Allegheny Cnty, PA Pub Aud Regl Asset
Dist Sales Tax (AMBAC Insd) 5.000 02/01/24 4,278,240 4,813,020 9,091,260
L-19
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VPQ VPV PROFORMA
PAR PAR PAR VPQ VPV PROFORMA
AMOUNT AMOUNT AMOUNT MARKET MARKET MARKET
(000) (000) (000) DESCRIPTION COUPON MATURITY VALUE VALUE VALUE
-----------------------------------------------------------------------------------------------------------------------------------
2,500 2,500 Pittsburgh, PA Ser A (AMBAC Insd) 5.500 09/01/17 2,760,050 2,760,050
3,000 3,000 Pittsburgh, PA Ser A (Prerefunded @ 09/01/09)
(FGIC Insd) 5.750 09/01/22 3,327,000 3,327,000
1,000 1,000 Pittsburgh, PA Urban Redev Auth Cent Triangle Tax
Increment Ser A 6.100 05/01/19 1,083,210 1,083,210
1,000 1,000 Pittsburgh, PA Urban Redev Auth Mtg Rev
Ser C Rfdg (AMT) 6.500 10/01/23 1,036,920 1,036,920
1,570 1,570 Pittsburgh, PA Urban Redev Auth Mtg Rev
Ser C Rfdg (AMT) (GNMA Collateralized) 5.700 04/01/30 1,611,888 1,611,888
1,765 1,765 Quaker Valley, PA Sch Dist (FSA Insd) (a) 5.375 04/01/20 1,987,849 1,987,849
1,860 1,860 Quaker Valley, PA Sch Dist (FSA Insd) (a) 5.375 04/01/21 2,090,231 2,090,231
1,375 1,375 Red Lion, PA Area Sch Dist Ser A (FSA Insd) (a) (b) 5.000 02/01/20 1,503,425 1,503,425
1,000 1,000 2,000 Southcentral, PA Gen Auth Rev Wellspan Hlth Oblig
(MBIA Insd) 5.375 05/15/28 1,067,410 1,067,410 2,134,820
1,000 1,000 State Pub Sch Bldg Auth PA Delaware Cnty
College Proj (MBIA Insd) 5.750 10/01/16 1,133,640 1,133,640
1,075 1,075 State Pub Sch Bldg Auth PA North Hampton Cnty
Ser A Rfdg (AMBAC Insd) 5.000 03/01/20 1,161,699 1,161,699
360 360 State Pub Sch Bldg Auth PA Sch Conneaut Sch
Dist Proj (FGIC Insd) 5.250 11/01/19 400,964 400,964
640 640 State Pub Sch Bldg Auth PA Sch Conneaut Sch
Dist Proj (FGIC Insd) (Prerefunded @ 11/01/13) 5.250 11/01/19 727,270 727,270
1,000 1,000 State Pub Sch Bldg Auth PA Sch Conneaut Sch
Dist Proj (FGIC Insd) 5.250 11/01/22 1,108,040 1,108,040
2,480 2,480 State Pub Sch Bldg Auth PA Sch Conneaut Sch
Dist Proj (FGIC Insd) (a) 5.250 11/01/23 2,746,972 2,746,972
1,000 1,000 Susquehanna Area Regl Arpt Auth PA Ser A (AMT)
(AMBAC Insd) 5.375 01/01/21 1,080,010 1,080,010
2,545 2,545 Susquehanna Area Regl Arpt Auth Ser A (AMT)
(AMBAC Insd) (a) 5.500 01/01/18 2,793,621 2,793,621
1,500 1,000 2,500 Susquehanna Area Regl Arpt Auth PA Ser D 5.375 01/01/18 1,552,185 1,034,790 2,586,975
1,000 1,000 Union Cnty, PA Higher Ed Fac Auth Bucknell
Univ Ser A 5.250 04/01/19 1,110,420 1,110,420
1,000 1,000 Union Cnty, PA Higher Edl Bucknell Univ Ser A 5.250 04/01/21 1,106,330 1,106,330
500 500 Union Cnty, PA Higher Edl Bucknell Univ Ser A 5.250 04/01/22 552,835 552,835
2,155 2,155 Uniontown Area, PA Sch Dist Ser A
(Prerefunded @ 10/01/12) (FSA Insd) 5.500 10/01/27 2,425,840 2,425,840
3,000 3,000 Uniontown Area, PA Sch Dist Ser A
(Prerefunded @ 10/01/12) (FSA Insd) 5.500 10/01/30 3,345,360 3,345,360
720 720 1,440 Washington Cnty, PA Auth Rev Cap Fdg
Proj & Equip Pgm (AMBAC Insd) 6.150 12/01/29 766,778 766,778 1,533,556
2,500 1,350 3,850 Washington Cnty, PA Ser A (AMBAC Insd) 5.125 09/01/27 2,651,925 1,432,040 4,083,965
1,000 1,000 Wayne Highlands, PA Sch Dist (FSA Insd) 5.375 04/01/14 1,125,850 1,125,850
1,000 1,000 West Shore, PA Area Hosp Auth Holy Spirit Hosp Proj 6.250 01/01/32 1,075,610 1,075,610
1,000 1,000 Wilson, PA Area Sch Dist (FGIC Insd) 5.125 03/15/16 1,103,420 1,103,420
1,230 1,230 Wilson, PA Sch Dist Second Ser (FSA Insd) 5.375 05/15/15 1,378,018 1,378,018
1,100 1,100 York Cnty, PA (AMBAC Insd) 5.000 06/01/19 1,195,601 1,195,601
1,240 1,240 York Cnty, PA Sch Technology Auth Lease Rev
(FGIC Insd) 5.375 02/15/18 1,394,926 1,394,926
500 500 York Cnty, PA Sch Technology Auth Lease Rev
(FGIC Insd) 5.500 02/15/22 566,205 566,205
1,000 1,000 York Cnty, PA Sch Technology Auth Lease Rev
(FGIC Insd) 5.500 02/15/23 1,130,770 1,130,770
-----------------------------------
201,231,325 110,348,581 311,579,906
-----------------------------------
GUAM 0.8%
1,585 1,585 Guam Intl Arpt Auth Gen Ser B (MBIA Insd) 5.250 10/01/21 1,757,226 1,757,226
--------------------------------------------
PUERTO RICO 2.4%
4,000 $ 4,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y
Rfdg (FSA Insd) 6.250 07/01/21 5,111,880 5,111,880
--------------------------------------------
U.S. VIRGIN ISLANDS 1.4%
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross Rcpts
Taxes Nt Ser A 6.375 10/01/19 1,157,460 1,157,460
1,500 1,500 Virgin Islands Pub Fin Auth Rev Gross Rcpts
Taxes Nt Ser A 6.500 10/01/24 1,737,525 1,737,525
-----------------------------------
1,737,525 1,157,460 2,894,985
-----------------------------------
TOTAL LONG-TERM INVESTMENTS 150.4%
(Cost $571,718,197) 202,968,850 118,375,147 321,343,997
SHORT-TERM INVESTMENTS 2.2%
600 2,400 3,000 Delaware Cnty, PA Indl Dev Auth Dates United
Parcel Svc Proj (c) 1.750 12/01/15 600,000 2,400,000 3,000,000
1,100 1,100 Delaware Cnty, PA Indl Dev Auth Pollutn Ctl
Rev Exelon Rmkt (c) 1.970 04/01/05 1,100,000 1,100,000
L-20
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST (VPQ) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VPQ VPV PROFORMA
PAR PAR PAR VPQ VPV PROFORMA
AMOUNT AMOUNT AMOUNT MARKET MARKET MARKET
(000) (000) (000) DESCRIPTION COUPON MATURITY VALUE VALUE VALUE
-----------------------------------------------------------------------------------------------------------------------------------
520 520 Lehigh Cnty, PA Gen Purp Auth Adj Hosp
Lehigh Vy Hosp Ser A (c) 1.820 07/01/28 520,000 520,000
---------------------------------------
TOTAL SHORT-TERM INVESTMENTS 2.2% 1,120,000 3,500,000 4,620,000
(Cost $21,820,000) ---------------------------------------
TOTAL INVESTMENTS 152.6%
(Cost $593,538,197) 204,088,850 121,875,147 325,963,997
LIABILITIES IN EXCESS OF OTHER ASSETS (1.1%) 816,264 (3,081,105) (2,264,841)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (51.5%) (65,038,466) (45,011,404) 110,049,870)
---------------------------------------
NET ASSETS APPLICABLE TO COMMON SHARES 100.0% $139,866,648 $73,782,638 $213,649,286
=======================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero Coupon Bond
(a) The Trust owns 100% of bond issuance.
(b) Securities purchased on a when-issued or delayed delivery basis.
(c) Security includes a put feature allowing the Trust to periodically put
the security back to the issuer at amortized cost on specified put
dates. The interest rate shown represents the current interest rate
earned by the Trust based on the most recent reset date.
ACA American Capital Access
AMBAC AMBAC Indemnity Corp.
AMT Alternative Minimum Tax
FGIC Financial Guaranty Insurance Co.
FHA Federal Housing Administration
FSA Financial Security Assurance Inc.
GNMA Government National Mortgage Association
LOC Letter of Credit
MBIA Municipal Bond Investors Assurance Corp.
Radian Radian Asset Assurance
XLCA XL Capital Assurance Inc.
L-21
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPV PROFORMA
PAR PAR PAR
AMOUNT AMOUNT AMOUNT VAP VPV PROFORMA
(000) (000) (000) DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
====================================================================================================================================
MUNICIPAL BONDS 153.7%
PENNSYLVANIA 147.5%
$1,000 $1,000 Allegheny Cnty, PA Arpt Auth Pittsburgh
Intl Arpt Rfdg (AMT) (FGIC Insd) 5.750% 01/01/18 $ 1,077,480 $ 1,077,480
$1,000 1,000 Allegheny Cnty, PA Higher Ed Bldg Carnegie
Mellon Univ 5.125 03/01/32 $ 1,046,090 1,046,090
1,500 1,500 Allegheny Cnty, PA Higher Ed Bldg Carnegie
Mellon Univ 5.250 03/01/32 1,590,390 1,590,390
1,360 1,360 Allegheny Cnty, PA Hosp Dev Auth Rev Hlth
Sys Ser A (MBIA Insd) 6.500 11/15/30 1,595,457 1,595,457
2,000 2,000 Allegheny Cnty, PA Port Auth Spl Rev Trans
(Prerefunded @ 03/01/09) (MBIA Insd) 6.000 03/01/24 2,266,020 2,266,020
905 905 1,810 Allegheny Cnty, PA Residential Mtg Single
Family Ser KK-2 (AMT) (GNMA Collateralized) 5.750 05/01/33 941,037 941,037 1,882,074
1,525 1,525 Allegheny Cnty, PA Residential Mtg Single
Family Ser MM (AMT) (GNMA Collateralized) 5.200 05/01/33 1,558,733 1,558,733
1,000 1,000 Allegheny Cnty, PA San Auth Swr Rev (MBIA Insd) 5.750 12/01/13 1,144,810 1,144,810
1,830 1,830 Allegheny Cnty, PA San Auth Swr Rev (MBIA Insd) 5.750 12/01/18 2,092,166 2,092,166
2,000 1,000 3,000 Allegheny Cnty, PA San Auth Swr Rev (MBIA Insd) 5.500 12/01/24 2,243,860 1,121,930 3,365,790
2,600 2,600 Allentown, PA Area Hosp Auth Rev Sacred Heart
Hosp of Allentown Ser A Rfdg 6.750 11/15/14 2,629,536 2,629,536
1,000 1,000 Ambridge, PA Area Sch Dist (MBIA Insd) 5.500 11/01/31 1,107,700 1,107,700
2,640 2,640 Bensalem Twp, PA Sch Dist (FGIC Insd) (a) 5.000 08/15/18 2,876,993 2,876,993
1,695 1,695 Berks Cnty, PA Muni Auth Albright College
Proj (a) 5.500 10/01/16 1,841,804 1,841,804
1,800 1,800 Berks Cnty, PA Muni Auth Albright College
Proj (a) 5.500 10/01/17 1,944,108 1,944,108
2,000 2,000 Berks Cnty, PA Muni Auth Hosp Rev Reading
Hosp & Med Ctr Proj (Prerefunded @ 11/01/09)
(FSA Insd) 6.000 11/01/29 2,313,380 2,313,380
1,000 1,000 2,000 Bethlehem, PA Auth Wtr Gtd (FSA Insd) 5.000 11/15/19 1,097,700 1,097,700 2,195,400
1,150 1,150 Bucks Cnty, PA Wtr & Swr Rev Neshaminy
Interceptor Ser A (AMBAC Insd) (a) 5.375 06/01/14 1,292,773 1,292,773
1,215 1,215 Bucks Cnty, PA Wtr & Swr Rev Neshaminy
Interceptor Ser A (AMBAC Insd) (a) 5.375 06/01/15 1,364,895 1,364,895
1,000 1,000 Canon McMillan Sch Dist PA Ser B (FGIC Insd) 5.500 12/01/29 1,102,430 1,102,430
870 870 1,740 Carbon Cnty, PA Indl Dev Auth Panther Creek
Partn Proj Rfdg (AMT) (LOC: Paribas &
Union Bk of CA Intl) 6.650 05/01/10 945,003 945,003 1,890,006
1,500 1,000 2,500 Central Dauphin, PA Sch Dist (FSA Insd) 5.000 12/01/19 1,638,405 1,092,270 2,730,675
1,000 1,000 Chester Cnty, PA Indl Dev Auth Rev Collegium
Charter Sch Proj Ser A (ACA Insd) 5.500 04/15/31 1,058,360 1,058,360
1,000 1,000 Cumberland Cnty, PA Muni Auth Dickinson
College Ser A (AMBAC Insd) 5.500 11/01/30 1,101,100 1,101,100
5,000 5,000 Dauphin Cnty, PA Genl Auth Hosp Rev Hapsco
Western PA Hosp Proj B Rfdg (Escrowed to
Maturity) (MBIA Insd) 6.250 07/01/16 5,902,900 5,902,900
1,000 1,000 2,000 Delaware Cnty, PA Auth College Neumann
College Rfdg 6.000 10/01/31 1,040,790 1,040,790 2,081,580
1,000 1,000 Delaware Cnty, PA Auth Hosp Rev Crozer
Chester Med Ctr 6.000 12/15/09 1,011,450 1,011,450
1,500 1,500 3,000 Delaware Vly, PA Regl Fin Auth 5.750 07/01/17 1,749,255 1,749,255 3,498,510
1,010 1,010 Erie, PA Ser A (FSA Insd) 5.000 11/15/18 1,111,283 1,111,283
2,735 2,735 Exeter Twp, PA Sch Dist (FGIC Insd) 5.000 05/15/25 2,916,002 2,916,002
2,000 2,000 Greater Latrobe, PA Sch Auth (FGIC Insd) 5.250 04/01/17 2,214,720 2,214,720
1,500 1,000 2,500 Harrisburg, PA Auth Res Gtd Sub Ser D-2
(FSA Insd) 5.000 12/01/33 1,643,595 1,095,730 2,739,325
1,575 1,575 Harrisburg, PA Auth Wtr Rev Rfdg (FSA Insd) 5.000 07/15/21 1,706,339 1,706,339
1,345 1,000 2,345 Jenkintown, PA Sch Dist Ser A (FGIC Insd) (b) 5.000 05/15/28 1,404,570 1,044,290 2,448,860
2,000 2,000 Lehigh Cnty, PA Gen Purp Auth Cedar Crest
College Rfdg 6.700 04/01/26 2,092,460 2,092,460
1,000 1,000 Luzerne Cnty, PA Ser A (MBIA Insd) 5.250 11/15/25 1,099,100 1,099,100
1,000 1,000 Lycoming Cnty, PA Auth College Rev PA
College of Technology (AMBAC Insd) 5.350 07/01/26 1,105,380 1,105,380
5,000 5,000 Lycoming Cnty, PA Auth College Rev PA
College of Technology (AMBAC Insd) 5.375 07/01/30 5,471,500 5,471,500
905 905 Mars, PA Area Sch Dist Ser AA (MBIA Insd) * 09/01/19 477,342 477,342
495 495 Mars, PA Area Sch Dist Ser AA (MBIA Insd) * 09/01/21 233,412 233,412
1,000 1,000 Mercer Cnty, PA (FGIC Insd) 5.500 10/01/15 1,131,920 1,131,920
2,500 2,500 Mercer Cnty, PA Indl Dev Auth Wtr Facs
Philadelphia Sub Corp (AMT) (MBIA Insd) 6.000 07/01/30 2,794,750 2,794,750
1,000 1,000 Mifflin Cnty, PA Hosp Auth (Radian Insd) 6.200 07/01/25 1,129,250 1,129,250
1,000 1,000 2,000 Monroe Cnty, PA Hosp Auth Rev Hosp Pocono
Med Ctr 6.000 01/01/43 1,061,210 1,061,210 2,122,420
1,205 1,205 Monroeville, PA Muni Auth San Ser B
(MBIA Insd) 5.250 12/01/18 1,342,394 1,342,394
1,350 1,350 Monroeville, PA Muni Auth San Ser B
(MBIA Insd) (a) 5.250 12/01/20 1,498,082 1,498,082
1,150 1,150 Monroeville, PA Muni Auth San Swr Rev Ser B
(MBIA Insd) (a) 5.250 12/01/17 1,283,446 1,283,446
1,500 1,000 2,500 Montgomery Cnty, PA Higher Ed & Hlth Auth
Hosp Rev Abington Mem Hosp Ser A 5.125 06/01/32 1,529,040 1,019,360 2,548,400
1,000 900 1,900 Montgomery Cnty, PA Indl Dev Auth Rev Res
Rec Montenay Proj Ser A (MBIA Insd) 5.250 11/01/14 1,134,780 1,021,302 2,156,082
1,225 1,225 Northampton Twp, PA (FGIC Insd) (a) 5.375 05/15/15 1,365,287 1,365,287
2,395 2,395 Pennsylvania Hsg Fin Agy Single Family Mtg
Ser 66A (AMT) 5.650 04/01/29 2,459,042 2,459,042
1,500 1,500 Pennsylvania Intergvtl Coop Auth Spl Tax Rev
Philadelphia Fdg Pgm Rfdg (FGIC Insd) 5.500 06/15/20 1,556,820 1,556,820
2,000 1,000 3,000 Pennsylvania St Higher Ed Fac Auth Rev
Drexel Univ 5.500 05/01/17 2,233,380 1,116,690 3,350,070
L-22
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPV PROFORMA
PAR PAR PAR
AMOUNT AMOUNT AMOUNT VAP VPV PROFORMA
(000) (000) (000) DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
====================================================================================================================================
1,000 1,000 2,000 Pennsylvania St Higher Ed Fac Auth Rev
La Salle Univ 5.500 05/01/34 1,043,130 1,043,130 2,086,260
1,000 1,000 2,000 Pennsylvania St Higher Ed Fac Auth Rev
Thomas Jefferson Univ 5.375 01/01/25 1,084,010 1,084,010 2,168,020
1,500 1,500 3,000 Pennsylvania St Higher Ed Fac Auth Rev
Univ Sciences Philadelphia Ser A
(XLCA Insd) (b) 5.000 11/01/36 1,560,690 1,560,690 3,121,380
1,500 1,500 Pennsylvania St Higher Ed Fac Clarion Univ
Fndtn Inc Ser A (XLCA Insd) 5.250 07/01/18 1,649,130 1,649,130
1,500 1,500 Pennsylvania St Higher Ed Fac Clarion Univ
Fndtn Inc Ser A (XLCA Insd) 5.000 07/01/33 1,556,805 1,556,805
1,000 1,000 2,000 Pennsylvania St Higher Ed Fac Messiah
College Ser AA3 (Radian Insd) 5.500 11/01/22 1,095,070 1,095,070 2,190,140
1,560 1,560 Pennsylvania St Higher Ed Fac Philadelphia
College Osteopathic Med (a) 5.000 12/01/16 1,690,556 1,690,556
1,645 1,645 Pennsylvania St Higher Ed Fac Philadelphia
College Osteopathic Med (a) 5.000 12/01/17 1,774,659 1,774,659
1,725 1,725 Pennsylvania St Higher Ed Fac Philadelphia
College Osteopathic Med (a) 5.000 12/01/18 1,852,615 1,852,615
1,000 1,000 Pennsylvania St Higher Ed UPMC Hlth Sys Ser A 6.250 01/15/17 1,144,640 1,144,640
1,850 2,000 3,850 Pennsylvania St Higher Ed UPMC Hlth Sys Ser A 6.000 01/15/31 2,056,442 2,223,180 4,279,622
1,000 1,000 Pennsylvania St Indl Dev Auth Econ Dev
(AMBAC Insd) 5.500 07/01/14 1,132,100 1,132,100
3,015 3,015 6,030 Pennsylvania St Tpk Commn Ser T Rfdg
(FGIC Insd) 5.500 12/01/10 3,415,995 3,415,995 6,831,990
1,500 1,500 Pennsylvania St Univ 5.000 09/01/35 1,574,790 1,574,790
1,970 1,970 Pennsylvania St Univ Rfdg 5.250 03/01/18 2,189,891 2,189,891
1,500 1,500 Philadelphia, PA (FSA Insd) 5.250 09/15/25 1,636,905 1,636,905
1,005 1,000 2,005 Philadelphia, PA Auth Indl Dev Amern
College Of Physicians 5.500 06/15/27 1,059,290 1,054,020 2,113,310
2,500 2,500 Philadelphia, PA Auth Indl Dev Philadelphia
Arpt Sys Proj Ser A (AMT) (FGIC Insd) 5.250 07/01/28 2,621,050 2,621,050
4,250 4,250 Philadelphia, PA Gas Wks Rev 12th Ser B
(Escrowed to Maturity) (MBIA Insd) 7.000 05/15/20 5,317,770 5,317,770
1,500 1,500 Philadelphia, PA Gas Wks Rev 1975 Gen Ordinance
17th Ser (FSA Insd) 5.375 07/01/19 1,670,490 1,670,490
1,000 1,000 Philadelphia, PA Hosp & Higher Ed Fac Auth
Hosp Rev PA Hosp Rfdg (Escrowed to Maturity) 6.250 07/01/06 1,050,920 1,050,920
1,455 1,455 Philadelphia, PA Hosp & Higher Ed Fac Auth
Rev Cmnty College Ser B Rfdg (MBIA Insd) (a) 6.500 05/01/09 1,661,188 1,661,188
2,000 2,000 Philadelphia, PA Sch Dist Ser B (Prerefunded
@ 09/01/05) (AMBAC Insd) 5.500 09/01/18 2,059,160 2,059,160
4,100 4,100 Philadelphia, PA Wtr & Swr Rev Cap Apprec
14th Ser (MBIA Insd) * 10/01/07 3,821,036 3,821,036
3,675 3,675 Philadelphia, PA Wtr & Wastewtr Rev Rfdg
(AMBAC Insd) 5.500 06/15/07 3,926,407 3,926,407
5,000 4,500 9,500 Pittsburgh & Allegheny Cnty, PA Pub Aud Regl
Asset Dist Sales Tax (AMBAC Insd) 5.000 02/01/24 5,347,800 4,813,020 10,160,820
1,000 1,000 Pittsburgh, PA Pub Pkg Auth Rev Ser B
(FGIC Insd) (b) 5.000 12/01/23 1,077,580 1,077,580
2,500 2,500 Pittsburgh, PA Ser A (AMBAC Insd) 5.500 09/01/17 2,760,050 2,760,050
2,000 2,000 Pittsburgh, PA Ser A (Prerefunded @ 09/01/09)
(FGIC Insd) 5.750 09/01/21 2,218,000 2,218,000
1,000 1,000 Pittsburgh, PA Urban Redev Auth Mtg Rev Ser C
Rfdg (AMT) 6.500 10/01/23 1,036,920 1,036,920
1,570 1,570 Pittsburgh, PA Urban Redev Auth Mtg Rev Ser C
Rfdg (AMT) (GNMA Collateralized) 5.700 04/01/30 1,611,888 1,611,888
2,000 2,000 Pittsburgh, PA Wtr & Swr Rfdg (FGIC Insd) 6.500 09/01/13 2,395,020 2,395,020
1,765 1,765 Quaker Valley, PA Sch Dist (FSA Insd) (a) 5.375 04/01/20 1,987,849 1,987,849
1,375 1,375 Red Lion, PA Area Sch Dist Ser A
(FSA Insd) (a) (b) 5.000 02/01/20 1,503,425 1,503,425
1,000 1,000 2,000 Southcentral, PA Gen Auth Rev Wellspan Hlth
Oblig (MBIA Insd) 5.375 05/15/28 1,067,410 1,067,410 2,134,820
1,000 1,000 State Pub Sch Bldg Auth PA Delaware Cnty
College Proj (MBIA Insd) 5.750 10/01/16 1,133,640 1,133,640
685 685 State Pub Sch Bldg Auth PA Sch Conneaut
Sch Dist (FGIC Insd) 5.250 11/01/18 764,412 764,412
1,220 1,220 State Pub Sch Bldg Auth PA Sch Conneaut
Sch Dist (FGIC Insd) (Prerefunded @ 11/01/13) 5.250 11/01/18 1,386,359 1,386,359
360 360 State Pub Sch Bldg Auth PA Sch Conneaut
Sch Dist Proj (FGIC Insd) 5.250 11/01/19 400,964 400,964
640 640 State Pub Sch Bldg Auth PA Sch Conneaut
Sch Dist Proj (FGIC Insd) (Prerefunded
@ 11/01/13) 5.250 11/01/19 727,270 727,270
2,480 2,480 State Pub Sch Bldg Auth PA Sch Conneaut
Sch Dist Proj (FGIC Insd) (a) 5.250 11/01/23 2,746,972 2,746,972
1,205 1,205 State Pub Sch Bldg Auth PA Sch Tuscarora
Sch Dist Proj (FSA Insd) (a) 5.250 04/01/20 1,336,176 1,336,176
1,270 1,270 State Pub Sch Bldg Auth PA Sch Tuscarora
Sch Dist Proj (FSA Insd) (a) 5.250 04/01/21 1,405,039 1,405,039
1,000 1,000 Susquehanna Area Regl Arpt Auth PA Ser A
(AMT) (AMBAC Insd) 5.375 01/01/21 1,080,010 1,080,010
1,500 1,000 2,500 Susquehanna Area Regl Arpt Auth PA Ser D 5.375 01/01/18 1,552,185 1,034,790 2,586,975
1,850 1,850 Trinity Area Sch Dist PA (FGIC Insd) 5.250 11/01/20 2,056,867 2,056,867
1,000 1,000 Union Cnty, PA Higher Edl Bucknell Univ Ser A 5.250 04/01/21 1,106,330 1,106,330
500 500 Union Cnty, PA Higher Edl Bucknell Univ Ser A 5.250 04/01/22 552,835 552,835
1,285 1,285 Unity Twp, PA Muni Auth Swr Rev (FSA Insd) 5.000 12/01/24 1,383,675 1,383,675
720 720 Washington Cnty, PA Auth Rev Cap Fdg Proj
& Equip Pgm (AMBAC Insd) 6.150 12/01/29 766,778 766,778
1,350 1,350 Washington Cnty, PA Ser A (AMBAC Insd) 5.125 09/01/27 1,432,040 1,432,040
1,000 1,000 Wayne Highlands, PA Sch Dist (FSA Insd) 5.375 04/01/14 1,125,850 1,125,850
1,000 1,000 Wilson, PA Area Sch Dist (FGIC Insd) 5.125 03/15/16 1,103,420 1,103,420
1,075 1,075 Wilson, PA Sch Dist Second Ser (FSA Insd) 5.375 05/15/16 1,202,162 1,202,162
1,100 1,100 York Cnty, PA (AMBAC Insd) 5.000 06/01/19 1,195,601 1,195,601
L-23
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST (VAP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VAP VPV PROFORMA
PAR PAR PAR
AMOUNT AMOUNT AMOUNT VAP VPV PROFORMA
(000) (000) (000) DESCRIPTION COUPON MATURITY MARKET VALUE MARKET VALUE MARKET VALUE
====================================================================================================================================
500 500 York Cnty, PA Sch Technology Auth Lease Rev
(FGIC Insd) 5.500 02/15/22 566,205 566,205
1,000 1,000 York Cnty, PA Sch Technology Auth Lease Rev
(FGIC Insd) 5.500 02/15/23 1,130,770 1,130,770
------------------------------------------
108,765,271 110,348,581 219,113,852
------------------------------------------
GUAM 1.2%
1,585 1,585 Guam Intl Arpt Auth Gen Ser B (MBIA Insd) 5.250 10/01/21 1,757,226 1,757,226
------------------------------------------
PUERTO RICO 3.4%
4,000 $ 4,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy
Rev Ser Y Rfdg (FSA Insd) 6.250 07/01/21 5,111,880 5,111,880
------------------------------------------
U. S. VIRGIN ISLANDS 1.6%
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt
Taxes Ln Nt Ser A (ACA Insd) 6.125 10/01/29 1,138,160 1,138,160
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross Rcpts
Taxes Nt Ser A 6.375 10/01/19 1,157,460 1,157,460
------------------------------------------
1,138,160 1,157,460 2,295,620
------------------------------------------
TOTAL LONG-TERM INVESTMENTS 153.7%
(Cost $571,718,197) 109,903,431 118,375,147 228,278,578
SHORT-TERM INVESTMENTS 7.7%
2,700 2,400 5,100 Delaware Cnty, PA Indl Dev Auth Dates
United Parcel Svc Proj (c) 1.750 12/01/15 2,700,000 2,400,000 5,100,000
4,700 1,100 5,800 Delaware Cnty, PA Indl Dev Auth Pollutn
Ctl Rev Exelon Rmkt (c) 1.970 04/01/05 4,700,000 1,100,000 5,800,000
600 600 South Fork Muni Auth PA Hosp Rev Conemaugh
Hlth Sys Ser A (MBIA Insd) (c) 1.820 07/01/28 600,000 600,000
------------------------------------------
TOTAL SHORT-TERM INVESTMENTS 7.7% 8,000,000 3,500,000 11,500,000
(Cost $21,820,000) ------------------------------------------
TOTAL INVESTMENTS 161.5%
(Cost $593,538,197) 117,903,431 121,875,147 239,778,578
LIABILITIES IN EXCESS OF OTHER ASSETS (4.2%) (3,160,996) (3,081,105) (6,242,101)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (57.3%) (40,008,110) (45,011,404) (85,019,514)
------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHARES 100.0% $ 74,734,325 $ 73,782,638 $148,516,963
==========================================
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero Coupon Bond
(a) The Trust owns 100% of bond issuance.
(b) Securities purchased on a when-issued or delayed delivery basis.
(c) Security includes a put feature allowing the Trust to periodically put
the security back to the issuer at amortized cost on specified put
dates. The interest rate shown represents the current interest rate
earned by the Trust based on the most recent reset date.
ACA American Capital Access
AMBAC AMBAC Indemnity Corp.
AMT Alternative Minimum Tax
FGIC Financial Guaranty Insurance Co.
FHA Federal Housing Administration
FSA Financial Security Assurance Inc.
GNMA Government National Mortgage Association
LOC Letter of Credit
MBIA Municipal Bond Investors Assurance Corp.
Radian Radian Asset Assurance
XLCA XL Capital Assurance Inc.
L-24
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VTP VPV PROFORMA
PAR PAR PAR VTP VPV
AMOUNT AMOUNT AMOUNT MARKET MARKET PROFORMA
(000) (000) (000) DESCRIPTION COUPON MATURITY VALUE VALUE MARKET VALUE
------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS 152.6%
PENNSYLVANIA 146.7%
$ 1,000 $ 1,000 Allegheny Cnty, PA Arpt Auth Pittsburgh Intl Arpt
Rfdg (AMT) (FGIC Insd) 5.750% 01/01/18 $1,077,480 $ 1,077,480
$ 1,465 1,465 Allegheny Cnty, PA Higher Ed Duquesne Univ
Ser A (FGIC Insd) 5.000 03/01/17 $1,606,592 1,606,592
1,560 1,560 Allegheny Cnty, PA Higher Ed Duquesne Univ Ser A
(FGIC Insd) (a) 5.000 03/01/18 1,706,999 1,706,999
1,360 1,360 Allegheny Cnty, PA Hosp Dev Auth Rev Hlth Sys
Ser A (MBIA Insd) 6.500 11/15/30 1,595,457 1,595,457
3,000 3,000 Allegheny Cnty, PA Port Auth Spl Rev Trans
(FGIC Insd) 5.000 03/01/29 3,118,590 3,118,590
2,000 2,000 Allegheny Cnty, PA Port Auth Spl Rev Trans
(Prerefunded @ 03/01/09) (MBIA Insd) 6.000 03/01/24 2,266,020 2,266,020
730 730 Allegheny Cnty, PA Residential Fin Auth Mtg Rev
Single Family (AMT) (GNMA Collateralized) 7.100 05/01/24 730,978 730,978
510 510 Allegheny Cnty, PA Residential Fin Auth Mtg Rev Single
Family Ser II-1 (AMT) (GNMA Collateralized) 5.800 05/01/21 542,451 542,451
930 930 Allegheny Cnty, PA Residential Fin Auth Mtg Rev
Single Family Ser II-2 (AMT) (GNMA Collateralized) 5.800 11/01/20 992,087 992,087
900 905 1,805 Allegheny Cnty, PA Residential Mtg Single Family
Ser KK-2 (AMT) (GNMA Collateralized) 5.750 05/01/33 935,838 941,037 1,876,875
1,525 1,525 Allegheny Cnty, PA Residential Mtg Single Family
Ser MM (AMT) (GNMA Collateralized) 5.200 05/01/33 1,558,733 1,558,733
2,220 2,220 Allegheny Cnty, PA San Auth Swr Rev (MBIA Insd) 5.750 12/01/17 2,538,037 2,538,037
2,900 1,000 3,900 Allegheny Cnty, PA San Auth Swr Rev (MBIA Insd) 5.500 12/01/24 3,253,597 1,121,930 4,375,527
2,070 2,070 Allegheny Cnty, PA Ser C 54 (Prerefunded @ 11/01/12)
(MBIA Insd) 5.375 11/01/18 2,359,676 2,359,676
3,250 3,250 Allegheny Cnty, PA Ser C 54 (Prerefunded @ 11/01/12)
(MBIA Insd) 5.375 11/01/19 3,704,805 3,704,805
2,600 2,600 Allentown, PA Area Hosp Auth Rev Sacred Heart
Hosp of Allentown Ser A Rfdg 6.750 11/15/14 2,629,536 2,629,536
1,175 1,000 2,175 Ambridge, PA Area Sch Dist (MBIA Insd) 5.500 11/01/31 1,301,547 1,107,700 2,409,247
1,695 1,695 Berks Cnty, PA Muni Auth Albright College Proj (a) 5.500 10/01/16 1,841,804 1,841,804
1,800 1,800 Berks Cnty, PA Muni Auth Albright College Proj (a) 5.500 10/01/17 1,944,108 1,944,108
1,000 2,000 3,000 Berks Cnty, PA Muni Auth Hosp Rev Reading Hosp & Med
Ctr Proj (Prerefunded @ 11/01/09) (FSA Insd) 6.000 11/01/29 1,156,690 2,313,380 3,470,070
1,460 1,000 2,460 Bethlehem, PA Auth Wtr Gtd (FSA Insd) 5.000 11/15/19 1,602,642 1,097,700 2,700,342
1,270 1,270 Bucks Cnty, PA Auth Wtr & Swr Rev Swr Sys
(AMBAC Insd) (a) 5.375 06/01/16 1,424,203 1,424,203
1,000 1,000 Canon McMillan Sch Dist PA Ser B (FGIC Insd) 5.500 12/01/29 1,102,430 1,102,430
870 870 1,740 Carbon Cnty, PA Indl Dev Auth Panther Creek Partn Proj
Rfdg (AMT) (LOC: Paribas & Union Bk of CA Intl) 6.650 05/01/10 945,003 945,003 1,890,006
1,000 1,000 2,000 Central Dauphin, PA Sch Dist (FSA Insd) 5.000 12/01/19 1,092,270 1,092,270 2,184,540
1,555 1,000 2,555 Chester Cnty, PA Indl Dev Auth Rev Collegium
Charter Sch Proj Ser A (ACA Insd) 5.500 04/15/31 1,645,750 1,058,360 2,704,110
1,000 1,000 Cumberland Cnty, PA Muni Auth Dickinson College
Ser A (AMBAC Insd) 5.500 11/01/30 1,101,100 1,101,100
1,000 1,000 Delaware Cnty, PA Auth College Neumann College Rfdg 6.000 10/01/31 1,040,790 1,040,790
1,000 1,000 Delaware Cnty, PA Auth Hosp Rev Crozer Chester
Med Ctr 6.000 12/15/09 1,011,450 1,011,450
1,480 1,480 Delaware Cnty, PA Regl Wtr Quality Ctl Auth Swr
Rev (MBIA Insd) (a) 5.250 05/01/21 1,646,574 1,646,574
2,500 1,500 4,000 Delaware Vly, PA Regl Fin Auth 5.750 07/01/17 2,915,425 1,749,255 4,664,680
2,800 2,800 Erie, PA Sch Dist (Prerefunded @ 09/01/10)
(AMBAC Insd) 5.800 09/01/29 3,199,420 3,199,420
1,010 1,010 Erie, PA Ser A (FSA Insd) 5.000 11/15/18 1,111,283 1,111,283
4,440 4,440 Falls Twp, PA Hosp Auth Hosp Rev DE Vly Med Rfdg
(FHA Gtd) 7.000 08/01/22 4,614,936 4,614,936
1,000 1,000 Fayette Cnty, PA (Prerefunded @ 11/15/10)
(AMBAC Insd) 5.625 11/15/28 1,137,640 1,137,640
1,500 1,000 2,500 Harrisburg, PA Auth Res Gtd Sub Ser D-2 (FSA Insd) 5.000 12/01/33 1,643,595 1,095,730 2,739,325
2,000 1,575 3,575 Harrisburg, PA Auth Wtr Rev Rfdg (FSA Insd) 5.000 07/15/21 2,166,780 1,706,339 3,873,119
3,000 3,000 Hempfield, PA Area Sch Dist (FGIC Insd) 5.375 02/15/07 3,344,250 3,344,250
1,000 1,000 Jenkintown, PA Sch Dist Ser A (FGIC Insd) (b) 5.000 05/15/28 1,044,290 1,044,290
2,000 2,000 Lehigh Cnty, PA Gen Purp Auth Cedar Crest
College Rfdg 6.700 04/01/26 2,092,460 2,092,460
2,000 2,000 Lehigh Cnty, PA Gen Purp Auth Rev Good
Shepherd Grp Ser A 5.500 11/01/24 2,088,340 2,088,340
1,500 1,500 Lehigh Northampton, PA Arpt Ser A (AMT) (MBIA Insd) 6.000 05/15/25 1,669,965 1,669,965
2,700 2,700 Lehigh Northampton, PA Arpt Ser A (AMT) (MBIA Insd) 6.000 05/15/30 3,005,937 3,005,937
2,050 2,050 Luzerne Cnty, PA Ser A (MBIA Insd) 5.250 11/15/19 2,283,434 2,283,434
3,290 1,000 4,290 Luzerne Cnty, PA Ser A (MBIA Insd) 5.250 11/15/25 3,616,039 1,099,100 4,715,139
2,650 2,650 Lycoming Cnty, PA Auth College Rev PA College of
Technology (AMBAC Insd) 5.350 07/01/26 2,929,257 2,929,257
5,000 5,000 Lycoming Cnty, PA Auth College Rev PA College of
Technology (AMBAC Insd) 5.375 07/01/30 5,471,500 5,471,500
1,000 1,000 Mercer Cnty, PA (FGIC Insd) 5.500 10/01/15 1,131,920 1,131,920
1,000 1,000 Mifflin Cnty, PA Hosp Auth (Radian Insd) 6.200 07/01/25 1,129,250 1,129,250
2,500 2,500 Mifflin Cnty, PA Hosp Auth Rev (Radian Insd) 6.200 07/01/30 2,823,125 2,823,125
1,000 1,000 Monroe Cnty, PA Hosp Auth Rev Hosp Pocono Med Ctr 6.000 01/01/43 1,061,210 1,061,210
1,150 1,150 Monroeville, PA Muni Auth San Swr Rev Ser B
(MBIA Insd) (a) 5.250 12/01/17 1,283,446 1,283,446
1,280 1,280 Monroeville, PA Muni Auth San Swr Rev Ser B
(MBIA Insd) (a) 5.250 12/01/19 1,423,078 1,423,078
L-25
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VTP VPV PROFORMA
PAR PAR PAR VTP VPV
AMOUNT AMOUNT AMOUNT MARKET MARKET PROFORMA
(000) (000) (000) DESCRIPTION COUPON MATURITY VALUE VALUE MARKET VALUE
------------------------------------------------------------------------------------------------------------------------------------
2,000 1,000 3,000 Montgomery Cnty, PA Higher Ed & Hlth Auth Hosp
Rev Abington Mem Hosp Ser A 5.125 06/01/32 2,038,720 1,019,360 3,058,080
1,000 900 1,900 Montgomery Cnty, PA Indl Dev Auth Rev Res Rec
Montenay Proj Ser A (MBIA Insd) 5.250 11/01/14 1,134,780 1,021,302 2,156,082
1,500 1,500 Mount Lebanon, PA Hosp Auth Saint Clair Mem
Hosp Ser A 5.625 07/01/32 1,565,925 1,565,925
1,000 1,000 Northeastern PA Hosp & Ed Auth College Rev Gtd
Luzerne Cnty Cmnty College (Prerefunded @ 02/15/05)
(AMBAC Insd) 6.625 08/15/15 1,001,800 1,001,800
1,225 1,225 Northampton Twp, PA (FGIC Insd) (a) 5.375 05/15/15 1,365,287 1,365,287
2,000 2,000 Pennsylvania Econ Dev Fin Auth Res Recovery Rev
Colver Proj Ser D (AMT) 7.050 12/01/10 2,046,180 2,046,180
1,450 1,450 Pennsylvania Econ Dev Fin York Wtr Co Proj Ser A
(AMT) (XLCA Insd) 5.000 04/01/16 1,553,951 1,553,951
2,500 2,500 Pennsylvania Hsg Fin Agy Single Family Mtg Rev
Ser 70A (AMT) 5.900 04/01/31 2,598,000 2,598,000
2,150 2,150 Pennsylvania Hsg Fin Agy Single Family Mtg
Ser 61A (AMT) 5.500 04/01/29 2,205,234 2,205,234
1,255 1,255 Pennsylvania Hsg Fin Agy Single Family Mtg
Ser 67A (AMT) 5.900 10/01/30 1,295,147 1,295,147
1,500 1,500 Pennsylvania Intergvtl Coop Auth Spl Tax Rev
Philadelphia Fdg Pgm Rfdg (FGIC Insd) 5.500 06/15/20 1,556,820 1,556,820
1,000 1,000 Pennsylvania St Higher Ed Clarion Univ Fndtn Inc
Ser A (XLCA Insd) 5.000 07/01/28 1,045,010 1,045,010
1,000 1,000 2,000 Pennsylvania St Higher Ed Fac Auth Rev Drexel Univ 5.500 05/01/17 1,116,690 1,116,690 2,233,380
1,500 1,000 2,500 Pennsylvania St Higher Ed Fac Auth Rev La Salle Univ 5.500 05/01/34 1,564,695 1,043,130 2,607,825
1,300 1,300 Pennsylvania St Higher Ed Fac Auth Rev Lycoming Clg
Assn Indpt (Radian Insd) 5.250 11/01/19 1,419,080 1,419,080
1,000 1,000 2,000 Pennsylvania St Higher Ed Fac Auth Rev Thomas
Jefferson Univ 5.375 01/01/25 1,084,010 1,084,010 2,168,020
1,500 1,500 3,000 Pennsylvania St Higher Ed Fac Auth Rev Univ
Sciences Philadelphia Ser A (XLCA Insd) (b) 5.000 11/01/36 1,560,690 1,560,690 3,121,380
1,000 1,000 Pennsylvania St Higher Ed Fac Messiah College
Ser AA3 (Radian Insd) 5.500 11/01/22 1,095,070 1,095,070
1,645 1,645 Pennsylvania St Higher Ed Fac Philadelphia College
Osteopathic Med (a) 5.000 12/01/17 1,774,659 1,774,659
1,725 1,725 Pennsylvania St Higher Ed Fac Philadelphia College
Osteopathic Med (a) 5.000 12/01/18 1,852,615 1,852,615
1,000 1,000 Pennsylvania St Higher Ed Fac Auth Rev UPMC Hlth
Sys Ser A 6.250 01/15/18 1,142,340 1,142,340
3,000 3,000 Pennsylvania St Higher Ed Fac Auth Rev UPMC Hlth
Sys Ser A (FSA Insd) 5.000 08/01/29 3,104,250 3,104,250
1,000 1,000 Pennsylvania St Higher Ed Geneva College Proj 6.125 04/01/22 1,064,820 1,064,820
1,000 1,000 Pennsylvania St Higher Ed UPMC Hlth Sys Ser A 6.250 01/15/17 1,144,640 1,144,640
1,000 2,000 3,000 Pennsylvania St Higher Ed UPMC Hlth Sys Ser A 6.000 01/15/31 1,111,590 2,223,180 3,334,770
1,165 1,000 2,165 Pennsylvania St Indl Dev Auth Econ Dev (AMBAC Insd) 5.500 07/01/14 1,318,897 1,132,100 2,450,997
2,000 2,000 Pennsylvania St Second Ser (MBIA Insd)
(Prerefunded @ 10/01/09) 5.750 10/01/17 2,270,620 2,270,620
3,015 3,015 6,030 Pennsylvania St Tpk Commn Ser T Rfdg (FGIC Insd) 5.500 12/01/10 3,415,995 3,415,995 6,831,990
1,500 1,500 3,000 Pennsylvania St Univ 5.000 09/01/35 1,574,790 1,574,790 3,149,580
1,500 1,500 Pennsylvania St Univ Rfdg 5.250 03/01/17 1,669,755 1,669,755
1,550 1,550 Perkiomen Vly Sch Dist PA Ser A (FSA Insd) 5.250 03/01/28 1,679,704 1,679,704
3,000 3,000 Philadelphia, PA (FSA Insd) 5.000 03/15/28 3,100,710 3,100,710
6,160 6,160 Philadelphia, PA Auth for Indl Ser B (FSA Insd) 5.500 10/1/017 6,945,646 6,945,646
2,000 2,000 Philadelphia, PA Auth for Indl Ser B (FSA Insd) 5.125 10/01/26 2,145,300 2,145,300
1,000 1,000 2,000 Philadelphia, PA Auth Indl Dev Amern College Of
Physicians 5.500 06/15/27 1,054,020 1,054,020 2,108,040
1,500 1,500 Philadelphia, PA Gas Wks Rev 1975 Gen
Ordinance 17th Ser (FSA Insd) 5.375 07/01/19 1,670,490 1,670,490
1,700 1,700 Philadelphia, PA Gas Wks Rev 18th Ser (AGC Insd) 5.250 08/01/21 1,860,259 1,860,259
1,750 1,750 Philadelphia, PA Gas Wks Rev Second Ser (FSA Insd) 5.250 07/01/29 1,878,118 1,878,118
1,500 1,500 Philadelphia, PA Gas Wks Rev Third Ser S (FSA Insd) 5.125 08/01/31 1,564,260 1,564,260
1,000 1,000 Philadelphia, PA Hosp & Higher Ed Fac Auth Hosp
Rev PA Hosp Rfdg (Escrowed to Maturity) 6.250 07/01/06 1,050,920 1,050,920
1,455 1,455 Philadelphia, PA Hosp & Higher Ed Fac Auth Rev
Cmnty College Ser B Rfdg (MBIA Insd) (a) 6.500 05/01/09 1,661,188 1,661,188
1,645 1,645 Philadelphia, PA Pkg Auth Rev Ser A (AMBAC Insd) 5.250 02/15/29 1,748,717 1,748,717
2,000 2,000 Philadelphia, PA Sch Dist Ser B
(Prerefunded @ 09/01/05) (AMBAC Insd) 5.500 09/01/18 2,059,160 2,059,160
3,675 3,675 Philadelphia, PA Wtr & Wastewtr Rev Rfdg (AMBAC Insd) 5.500 06/15/07 3,926,407 3,926,407
500 500 Pittsburgh & Allegheny Cnty, PA Pub Aud Hotel Room
(AMBAC Insd) 5.125 02/01/35 525,345 525,345
2,500 4,500 7,000 Pittsburgh & Allegheny Cnty, PA Pub Aud Regl Asset
Dist Sales Tax (AMBAC Insd) 5.000 02/01/24 2,673,900 4,813,020 7,486,920
4,990 4,990 Pittsburgh & Allegheny Cnty, PA Pub Aud Regl Asset
Dist Sales Tax (AMBAC Insd) 5.000 02/01/29 5,201,676 5,201,676
1,000 1,000 Pittsburgh, PA Pub Pkg Auth Rev Ser B
(FGIC Insd) (b) 5.000 12/01/23 1,077,580 1,077,580
5,000 5,000 Pittsburgh, PA Ser A (AMBAC Insd) 5.500 09/01/17 5,520,100 5,520,100
500 1,000 1,500 Pittsburgh, PA Urban Redev Auth Mtg Rev
Ser C Rfdg (AMT) 6.500 10/01/23 518,460 1,036,920 1,555,380
1,570 1,570 Pittsburgh, PA Urban Redev Auth Mtg Rev
Ser C Rfdg (AMT) (GNMA Collateralized) 5.700 04/01/30 1,611,888 1,611,888
3,700 3,700 Pittsburgh, PA Wtr & Swr Rfdg (FGIC Insd) 6.500 09/01/13 4,430,787 4,430,787
1,765 1,765 Quaker Valley, PA Sch Dist (FSA Insd) (a) 5.375 04/01/20 1,987,849 1,987,849
1,960 1,960 Quaker Valley, PA Sch Dist (FSA Insd) (a) 5.375 04/01/22 2,194,553 2,194,553
1,375 1,375 Red Lion, PA Area Sch Dist Ser A (FSA Insd) (a) (b) 5.000 02/01/20 1,503,425 1,503,425
L-26
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VTP VPV PROFORMA
PAR PAR PAR VTP VPV
AMOUNT AMOUNT AMOUNT MARKET MARKET PROFORMA
(000) (000) (000) DESCRIPTION COUPON MATURITY VALUE VALUE MARKET VALUE
------------------------------------------------------------------------------------------------------------------------------------
2,000 2,000 Rostraver Twp, PA (AMBAC Insd) 5.500 07/01/24 2,219,700 2,219,700
1,050 1,050 Scranton, PA Ser B (AMBAC Insd) (a) 5.000 09/01/17 1,144,805 1,144,805
2,000 1,000 3,000 Southcentral, PA Gen Auth Rev Wellspan Hlth Oblig
(MBIA Insd) 5.375 05/15/28 2,134,820 1,067,410 3,202,230
1,000 1,000 State Pub Sch Bldg Auth PA Delaware Cnty College
Proj (MBIA Insd) 5.750 10/01/16 1,133,640 1,133,640
360 360 State Pub Sch Bldg Auth PA Sch Conneaut Sch Dist
Proj (FGIC Insd) 5.250 11/01/19 400,964 400,964
640 640 State Pub Sch Bldg Auth PA Sch Conneaut Sch Dist
Proj (FGIC Insd) (Prerefunded @ 11/01/13) 5.250 11/01/19 727,270 727,270
2,120 2,120 State Pub Sch Bldg Auth PA Sch Conneaut Sch Dist
Proj (FGIC Insd) (a) 5.250 11/01/20 2,357,058 2,357,058
2,480 2,480 State Pub Sch Bldg Auth PA Sch Conneaut Sch Dist
Proj (FGIC Insd) (a) 5.250 11/01/23 2,746,972 2,746,972
2,360 2,360 State Pub Sch Bldg Auth PA Sch Rev Jefferson Cnty
Dubois Tech Sch (FGIC Insd) (a) 5.375 02/01/23 2,645,088 2,645,088
1,140 1,000 2,140 Susquehanna Area Regl Arpt Auth PA Ser A (AMT)
(AMBAC Insd) 5.375 01/01/21 1,231,211 1,080,010 2,311,221
5,205 5,205 Susquehanna Area Regl Arpt Auth PA Arpt Sys Rev
Ser A (AMT) (AMBAC Insd) 5.375 01/01/23 5,592,408 5,592,408
1,500 1,000 2,500 Susquehanna Area Regl Arpt Auth PA Ser D 5.375 01/01/18 1,552,185 1,034,790 2,586,975
1,950 1,950 Swarthmore Boro Auth PA College 5.250 09/15/18 2,169,882 2,169,882
1,000 1,000 Trinity Area Sch Dist PA (FGIC Insd) 5.250 11/01/20 1,111,820 1,111,820
1,000 1,000 Union Cnty, PA Higher Edl Bucknell Univ Ser A 5.250 04/01/21 1,106,330 1,106,330
500 500 Union Cnty, PA Higher Edl Bucknell Univ Ser A 5.250 04/01/22 552,835 552,835
2,300 2,300 Union Cnty, PA Hosp Auth Hosp Rev Evangelical
Cmnty Hosp (Radian Insd) 5.250 08/01/24 2,447,706 2,447,706
720 720 Washington Cnty, PA Auth Rev Cap Fdg
Proj & Equip Pgm (AMBAC Insd) 6.150 12/01/29 766,778 766,778
2,000 1,350 3,350 Washington Cnty, PA Ser A (AMBAC Insd) 5.125 09/01/27 2,121,540 1,432,040 3,553,580
1,000 1,000 Wayne Highlands, PA Sch Dist (FSA Insd) 5.375 04/01/14 1,125,850 1,125,850
2,000 2,000 West Shore, PA Area Hosp Auth Holy Spirit Hosp Proj 6.250 01/01/32 2,151,220 2,151,220
1,000 1,000 Wilson, PA Area Sch Dist (FGIC Insd) 5.125 03/15/16 1,103,420 1,103,420
1,100 1,100 York Cnty, PA (AMBAC Insd) 5.000 06/01/19 1,195,601 1,195,601
500 500 York Cnty, PA Sch Technology Auth Lease Rev
(FGIC Insd) 5.500 02/15/22 566,205 566,205
1,000 1,000 York Cnty, PA Sch Technology Auth Lease Rev
(FGIC Insd) 5.500 02/15/23 1,130,770 1,130,770
-----------------------------------
GUAM 0.9% 184,067,097 110,348,581 294,415,678
1,585 1,585 Guam Intl Arpt Auth Gen Ser B (MBIA Insd) -----------------------------------
PUERTO RICO 2.5%
4,000 $ 4,000 Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser Y Rfdg
(FSA Insd) 6.250 07/01/21 5,111,880 5,111,880
-----------------------------------
U.S. VIRGIN ISLANDS 2.5%
1,500 1,500 University Virgin Islands Impt Ser A 5.375 06/01/34 1,577,565 1,577,565
2,000 2,000 Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt
Ser A (ACA Insd) 6.125 10/01/29 2,276,320 2,276,320
1,000 1,000 Virgin Islands Pub Fin Auth Rev Gross Rcpts Taxes
Nt Ser A 6.375 10/01/19 1,157,460 1,157,460
-----------------------------------
3,853,885 1,157,460 5,011,345
-----------------------------------
TOTAL LONG-TERM INVESTMENTS 152.6%
(Cost $571,718,197) 187,920,982 118,375,147306,296,129
SHORT-TERM INVESTMENTS 6.3%
800 2,400 3,200 Delaware Cnty, PA Indl Dev Auth Dates United Parcel
Svc Proj (c) 1.750 12/01/15 800,000 2,400,000 3,200,000
8,200 1,100 9,300 Delaware Cnty, PA Indl Dev Auth Pollutn Ctl Rev
Exelon Rmkt (c) 1.970 04/01/05 8,200,000 1,100,000 9,300,000
200 200 Lehigh Cnty, PA Gen Purp Auth Adj Hosp Lehigh Vy
Hosp Ser A (c) 1.820 07/01/28 200,000 200,000
-----------------------------------
TOTAL SHORT-TERM INVESTMENTS 6.3% 9,200,000 3,500,000 12,700,000
(Cost $21,820,000) -----------------------------------
TOTAL INVESTMENTS 158.9%
(Cost $593,538,197) 197,120,982 121,875,147318,996,129
L-27
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS (VTP) -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST (VPV)
PROFORMA PORTFOLIO OF INVESTMENTS
JANUARY 31, 2005
(UNAUDITED)
VTP VPV PROFORMA
PAR PAR PAR VTP VPV
AMOUNT AMOUNT AMOUNT MARKET MARKET PROFORMA
(000) (000) (000) DESCRIPTION COUPON MATURITY VALUE VALUE MARKET VALUE
------------------------------------------------------------------------------------------------------------------------------------
OTHER LIABILITIES IN EXCESS OF ASSETS (1.6%) (125,643) (3,081,105) (3,206,748)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (57.3%) (70,080,556)(45,011,404)(115,091,960)
--------------------------------------
NET ASSETS APPLICABLE TO COMMON SHARES 100.0% $126,914,783 $73,782,638 $200,697,421
--------------------------------------
Percentages are calculated as a percentage of net assets applicable to common
shares.
* Zero Coupon Bond
(a) The Trust owns 100% of bond issuance.
(b) Securities purchased on a when-issued or delayed delivery basis.
(c) Security includes a put feature allowing the Trust to periodically put
the security back to the issuer at amortized cost on specified put
dates. The interest rate shown represents the current interest rate
earned by the Trust based on the most recent reset date.
ACA American Capital Access
AGC AGC Insured Custody Certificates
AMBAC AMBAC Indemnity Corp.
AMT Alternative Minimum Tax
FGIC Financial Guaranty Insurance Co.
FHA Federal Housing Administration
FSA Financial Security Assurance Inc.
GNMA Government National Mortgage Association
LOC Letter of Credit
MBIA Municipal Bond Investors Assurance Corp.
Radian Radian Asset Assurance
XLCA XL Capital Assurance Inc.
L-28
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST -
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN VAN KAMPEN TRUST FOR VAN KAMPEN VAN KAMPEN
ADVANTAGE PENNSYLVANIA INVESTMENT PENNSYLVANIA PENNSYLVANIA
PENNSYLVANIA QUALITY GRADE VALUE VALUE MUNICIPAL
MUNICIPAL MUNICIPAL PENNSYLVANIA MUNICIPAL INCOME TRUST
INCOME TRUST TRUST MUNICIPALS INCOME TRUST ADJUSTMENTS PROFORMA
------------- ------------ ------------- ------------ ----------- ---------------
ASSETS:
Total Investments (Cost of $108,582,
$188,136, $183,289, $113,531 and
$593,538, respectively) $ 117,903 $ 204,089 $ 197,121 $ 121,875 $ 640,988
Cash 3 55 81 10 149
Receivables:
Interest 1,206 2,636 2,685 1,312 7,839
Investment Sold - 135 176 - 311
Other 1 2 2 2 7
------------- ------------ ------------- ------------ ----------- ----------
Total Assets 119,113 206,917 200,065 123,199 649,294
------------- ------------ ------------- ------------ ----------- ----------
LIABILITIES:
Payables:
Investments Purchased 4,020 1,548 2,620 4,067 12,255
Investment Advisory Fee 53 95 91 55 294
Income Distributions-Common Shares 15 50 35 11 111
Other Affiliates 5 6 8 4 23
Trustee's Deferred Compensation and
Retirement Plans 219 239 238 219 915
Accrued Expenses 59 74 77 49 259
Merger Cost $ 587 (2) 587
------------- ------------ ------------- ------------ ----------- ----------
Total Liabilities 4,371 2,012 3,069 4,405 587 14,444
Preferred Shares (Including
accrued distributions) 40,008 65,038 70,081 45,011 220,138
------------- ------------ ------------- ------------ ----------- ----------
NET ASSETS APPLICABLE TO COMMON SHARES $ 74,734 $ 139,867 $ 126,915 $ 73,783 $ (587) $ 414,712
============= ============ ============= ============ =========== ==========
Net Assets Applicable to Common Shares $ 74,734 $ 139,867 $ 126,915 $ 73,783 $ (587)(2) $ 414,712
Shares outstanding 4,369 8,268 7,432 4,477 694 (1) 25,240
------------- ------------ ------------- ------------ ----------
Net Asset Value Per Common Share $ 17.11 $ 16.92 $ 17.08 $ 16.48 $ 16.43
============= ============ ============= ============ ==========
NET ASSETS CONSIST OF:
Common Shares ($.01 par value) $ 44 $ 83 $ 74 $ 45 $ 6 (1) $ 252
Paid in Surplus 64,233 122,587 109,598 64,699 (593)(1)(2) 360,524
Net Unrealized Appreciation 9,321 15,953 13,832 8,344 47,450
Accumulated Undistributed Net Investment
Income 310 628 2,653 511 4,102
Accumulated Net Realized Gain 826 616 758 184 2,384
------------- ------------ ------------- ------------ ----------- ----------
NET ASSETS APPLICABLE TO COMMON SHARES $ 74,734 $ 139,867 $ 126,915 $ 73,783 $ (587) $ 414,712
============= ============ ============= ============ =========== ==========
PREFERRED SHARES $ 40,000 $ 65,000 $ 70,000 $ 45,000 $ 220,000
============= ============ ============= ============ =========== ==========
NET ASSETS INCLUDING PREFERRED SHARES $ 114,734 $ 204,867 $ 196,915 $ 118,783 $ (587) $ 634,712
============= ============ ============= ============ =========== ==========
(1) The proforma statements presume the issuance by the Van Kampen Pennsylvania
Value Municipal Income Trust of approximately 4,538,461, 8,509,070 and 7,715,926
common shares in exchange for the assets and liabilities of the Van Kampen
Advantage Pennsylvania Municipal Income Trust, Van Kampen Pennsylvania Quality
Municipal Trust and Van Kampen Trust for Investment Grade Pennsylvania
Municipals, respectively.
(2) A non-recurring cost associated with this transaction of approximately
$587,000 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------- --------------
Van Kampen Advantage Pennsylvania Municipal Income Trust............... $ 167,412 $ 0.038
Van Kampen Pennsylvania Quality Municipal Trust........................ 62,633 0.008
Van Kampen Trust for Investment Grade Pennsylvania Municipals.......... 142,113 0.019
Van Kampen Pennsylvania Value Income Municipal Trust................... 214,842 0.048
----------------
$ 587,000
================
L-29
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST -
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN VAN KAMPEN PENNSYLVANIA VAN KAMPEN
ADVANTAGE PENNSYLVANIA VALUE PENNSYLVANIA
PENNSYLVANIA QUALITY MUNICIPAL VALUE MUNICIPAL
MUNICIPAL MUNICIPAL INCOME INCOME TRUST
INCOME TRUST TRUST TRUST ADJUSTMENTS PROFORMA
------------ ------------ ------------ ----------- ---------------
ASSETS:
Total Investments (Cost of $108,582,
$188,136, $113,531 and $410,249,
respectively) $ 117,903 $ 204,089 $ 121,875 $ 443,867
Cash 3 55 10 68
Receivables:
Interest 1,206 2,636 1,312 5,154
Investment Sold - 135 - 135
Other 1 2 2 5
------------ ------------ ------------ ----------- ----------
Total Assets 119,113 206,917 123,199 449,229
------------ ------------ ------------ ----------- ----------
LIABILITIES:
Payables:
Investments Purchased 4,020 1,548 4,067 9,635
Investment Advisory Fee 53 95 55 203
Income Distributions-Common Shares 15 50 11 76
Other Affiliates 5 6 4 15
Trustee's Deferred Compensation and
Retirement Plans 219 239 219 677
Accrued Expenses 59 74 49 182
Merger Cost $ 440(2) 440
------------ ------------ ------------ ----------- ----------
Total Liabilities 4,371 2,012 4,405 440 11,228
Preferred Shares (Including
accrued distributions) 40,008 65,038 45,011 150,057
------------ ------------ ------------ ----------- ----------
NET ASSETS APPLICABLE TO COMMON SHARES $ 74,734 $ 139,867 $ 73,783 $ (440) $ 287,944
============ ============ ============ =========== ==========
Net Assets Applicable to Common Shares $ 74,734 $ 139,867 $ 73,783 $ (440)(2) $ 287,944
Shares outstanding 4,369 8,268 4,477 411 (1) 17,525
------------ ------------ ------------ ----------
Net Asset Value Per Common Share $ 17.11 $ 16.92 $ 16.48 $ 16.43
============ ============ ============ ==========
NET ASSETS CONSIST OF:
Common Shares ($.01 par value) $ 44 $ 83 $ 45 $ 3 (1) $ 175
Paid in Surplus 64,233 122,587 64,699 (443)(1)(2) 251,076
Net Unrealized Appreciation 9,321 15,953 8,344 33,618
Accumulated Undistributed Net Investment Income 310 628 511 1,449
Accumulated Net Realized Gain 826 616 184 1,626
------------ ------------ ------------ ----------- ----------
NET ASSETS APPLICABLE TO COMMON SHARES $ 74,734 $ 139,867 $ 73,783 $ (440) $ 287,944
============ ============ ============ =========== ==========
PREFERRED SHARES $ 40,000 $ 65,000 $ 45,000 $ 150,000
============ ============ ============ =========== ==========
NET ASSETS INCLUDING PREFERRED SHARES $ 114,734 $ 204,867 $ 118,783 $ (440) $ 437,944
============ ============ ============ =========== ==========
(1) The proforma statements presume the issuance by the Van Kampen Pennsylvania
Value Municipal Income Trust of approximately 4,538,206 and 8,509,936 common
shares in exchange for the assets and liabilities of the Van Kampen Advantage
Pennsylvania Municipal Income Trust and Van Kampen Pennsylvania Quality
Municipal Trust, respectively.
(2) A non-recurring cost associated with this transaction of approximately
$440,000 will be incurred. The approximate cost and per share cost that will
be borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------- --------------
Van Kampen Advantage Pennsylvania Municipal Income Trust......... $ 171,600 $ 0.039
Van Kampen Pennsylvania Quality Municipal Trust.................. 48,400 0.006
Van Kampen Pennsylvania Value Income Municipal Trust............. 220,000 0.049
----------------
$ 440,000
================
L-30
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN VAN KAMPEN
VAN KAMPEN TRUST FOR PENNSYLVANIA VAN KAMPEN
PENNSYLVANIA INVESTMENT VALUE PENNSYLVANIA
QUALITY GRADE MUNICIPAL VALUE MUNICIPAL
MUNICIPAL PENNSYLVANIA INCOME INCOME TRUST
TRUST MUNICIPALS TRUST ADJUSTMENTS PROFORMA
------------ ------------ ------------ ----------- ---------------
ASSETS:
Total Investments (Cost of $188,136, $183,289,
$113,531 and $484,956, respectively) $ 204,089 $ 197,121 $ 121,875 $ 523,085
Cash 55 81 10 146
Receivables:
Interest 2,636 2,685 1,312 6,633
Investment Sold 135 176 -- 311
Other 2 2 2 6
--------- --------- --------- --------- ---------
Total Assets 206,917 200,065 123,199 530,181
--------- --------- --------- --------- ---------
LIABILITIES:
Payables:
Investments Purchased 1,548 2,620 4,067 8,235
Investment Advisory Fee 95 91 55 241
Income Distributions-Common Shares 50 35 11 96
Other Affiliates 6 8 4 18
Trustee's Deferred Compensation and
Retirement Plans 239 238 219 696
Accrued Expenses 74 77 49 200
Merger Cost $ 464 (2) 464
--------- --------- --------- --------- ---------
Total Liabilities 2,012 3,069 4,405 464 9,950
Preferred Shares (Including
accrued distributions) 65,038 70,081 45,011 180,130
--------- --------- --------- --------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 139,867 $ 126,915 $ 73,783 $ (464) $ 340,101
========= ========= ========= ========= =========
Net Assets Applicable to Common Shares $ 139,867 $ 126,915 $ 73,783 $ (464)(2) $ 340,101
Shares outstanding 8,268 7,432 4,477 524 (1) 20,701
--------- --------- --------- ---------
Net Asset Value Per Common Share $ 16.92 $ 17.08 $ 16.48 $ 16.43
========= ========= ========= =========
NET ASSETS CONSIST OF:
Common Shares ($.01 par value) $ 83 $ 74 $ 45 $ 5 (1) $ 207
Paid in Surplus 122,587 109,598 64,699 (469)(1)(2) 296,415
Net Unrealized Appreciation 15,953 13,832 8,344 38,129
Accumulated Undistributed Net Investment Income 628 2,653 511 3,792
Accumulated Net Realized Gain 616 758 184 1,558
--------- --------- --------- --------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 139,867 $ 126,915 $ 73,783 $ (464) $ 340,101
========= ========= ========= ========= =========
PREFERRED SHARES $ 65,000 $ 70,000 $ 45,000 $ 180,000
========= ========= ========= ========= =========
NET ASSETS INCLUDING PREFERRED SHARES $ 204,867 $ 196,915 $ 118,783 $ (464) $ 520,101
========= ========= ========= ========= =========
(1) The proforma statements presume the issuance by the Van Kampen Pennsylvania
Value Municipal Income Trust of approximately 8,508,646 and 7,714,974 common
shares in exchange for the assets and liabilities of the Van Kampen Pennsylvania
Quality Municipal Trust and Van Kampen Trust for Investment Grade Pennsylvania
Municipals, respectively.
(2) A non-recurring cost associated with this transaction of approximately
$464,000 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------- --------------
Van Kampen Pennsylvania Quality Municipal Trust.................. $ 69,600 $ 0.008
Van Kampen Trust for Investment Grade Pennsylvania Municipals.... 157,760 0.021
Van Kampen Pennsylvania Value Income Municipal Trust............. 236,640 0.053
----------------
$ 464,000
================
L-31
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN TRUST FOR VAN KAMPEN VAN KAMPEN
ADVANTAGE INVESTMENT PENNSYLVANIA PENNSYLVANIA
PENNSYLVANIA GRADE VALUE VALUE MUNICIPAL
MUNICIPAL PENNSYLVANIA MUNICIPAL INCOME TRUST
INCOME TRUST MUNICIPALS INCOME TRUST ADJUSTMENTS PROFORMA
-------------- -------------- -------------- ------------- ---------------
ASSETS:
Total Investments (Cost of $108,582, $183,289,
$113,531 and $405,402, respectively) $ 117,903 $ 197,121 $ 121,875 $ 436,899
Cash 3 81 10 94
Receivables:
Interest 1,206 2,685 1,312 5,203
Investment Sold - 176 - 176
Other 1 2 2 5
------------- ---------- ---------- --------- ----------
Total Assets 119,113 200,065 123,199 442,377
------------- ---------- ---------- --------- ----------
LIABILITIES:
Payables:
Investments Purchased 4,020 2,620 4,067 10,707
Investment Advisory Fee 53 91 55 199
Income Distributions-Common Shares 15 35 11 61
Other Affiliates 5 8 4 17
Trustee's Deferred Compensation and
Retirement Plans 219 238 219 676
Accrued Expenses 59 77 49 185
Merger Cost $ 431 (2) 431
------------- ---------- ---------- --------- ----------
Total Liabilities 4,371 3,069 4,405 431 12,276
Preferred Shares (Including
accrued distributions) 40,008 70,081 45,011 155,100
------------- ---------- ---------- --------- ----------
NET ASSETS APPLICABLE TO COMMON SHARES $ 74,734 $ 126,915 $ 73,783 $ (431) $ 275,001
============= ========== ========== ========= ==========
Net Assets Applicable to Common Shares $ 74,734 $ 126,915 $ 73,783 $ (431) (2) $ 275,001
Shares outstanding 4,369 7,432 4,477 450 (1) 16,728
------------- ---------- ---------- ----------
Net Asset Value Per Common Share $ 17.11 $ 17.08 $ 16.48 $ 16.44
============= ========== ========== ========= ==========
NET ASSETS CONSIST OF:
Common Shares ($.01 par value) $ 44 $ 74 $ 45 $ 4 (1) $ 167
Paid in Surplus 64,233 109,598 64,699 (435) (1)(2) 238,095
Net Unrealized Appreciation 9,321 13,832 8,344 31,497
Accumulated Undistributed Net Investment Income 310 2,653 511 3,474
Accumulated Net Realized Gain 826 758 184 1,768
------------- ---------- ---------- --------- ----------
NET ASSETS APPLICABLE TO COMMON SHARES $ 74,734 $ 126,915 $ 73,783 $ (431) $ 275,001
============= ========== ========== ========= ==========
PREFERRED SHARES $ 40,000 $ 70,000 $ 45,000 $ 155,000
============= ========== ========== ========= ==========
NET ASSETS INCLUDING PREFERRED SHARES $ 114,734 $ 196,915 $ 118,783 $ (431) $ 430,001
============= ========== ========== ========= ==========
(1) The proforma statements presume the issuance by the Van Kampen Pennsylvania
Value Municipal Income Trust of approximately 4,537,232 and 7,714,110 common
shares in exchange for the assets and liabilities of the Van Kampen Advantage
Pennsylvania Municipal Income Trust and Van Kampen Trust for Investment Grade
Pennsylvania Municipals, respectively.
(2) A non-recurring cost associated with this transaction of approximately
$431,000 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
------------------- ------------------
Van Kampen Advantage Pennsylvania Municipal Income Trust............... $ 142,230 $ 0.033
Van Kampen Trust for Investment Grade Pennsylvania Municipals.......... 94,820 0.013
Van Kampen Pennsylvania Value Income Municipal Trust................... 193,950 0.043
------------------
$ 431,000
==================
L-32
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN VAN KAMPEN PENNSYLVANIA
PENNSYLVANIA PENNSYLVANIA VALUE MUNICIPAL
QUALITY MUNICIPAL VALUE MUNICIPAL INCOME TRUST
TRUST INCOME TRUST ADJUSTMENTS PROFORMA
----------------- --------------- ----------- ----------------
ASSETS:
Total Investments (Cost of $188,136,
$113,531 and $301,667, respectively) $ 204,089 $ 121,875 $ 325,964
Cash 55 10 65
Receivables:
Interest 2,636 1,312 3,948
Investment Sold 135 - 135
Other 2 2 4
----------------- --------------- ----------- ------------
Total Assets 206,917 123,199 330,116
----------------- --------------- ----------- ------------
LIABILITIES:
Payables:
Investments Purchased 1,548 4,067 5,615
Investment Advisory Fee 95 55 150
Income Distributions-Common Shares 50 11 61
Other Affiliates 6 4 10
Trustee's Deferred Compensation and
Retirement Plans 239 219 458
Accrued Expenses 74 49 123
Merger Cost $ 317 (2) 317
----------------- --------------- ----------- ------------
Total Liabilities 2,012 4,405 317 6,734
Preferred Shares (Including
accrued distributions) 65,038 45,011 110,049
----------------- --------------- ----------- ------------
NET ASSETS APPLICABLE TO COMMON SHARES $ 139,867 $ 73,783 $ (317) $ 213,333
================= =============== =========== ============
Net Assets Applicable to Common Shares $ 139,867 $ 73,783 $ (317)(2) $ 213,333
Shares outstanding 8,268 4,477 255 (1) 13,000
----------------- --------------- ------------
Net Asset Value Per Common Share $ 16.92 $ 16.48 $ 16.41
================= =============== ============
NET ASSETS CONSIST OF:
Common Shares ($.01 par value) $ 83 $ 45 $ 2 (1) $ 130
Paid in Surplus 122,587 64,699 (319)(1)(2) 186,967
Net Unrealized Appreciation 15,953 8,344 24,297
Accumulated Undistributed Net Investment Income 628 511 1,139
Accumulated Net Realized Gain 616 184 800
----------------- --------------- ----------- ------------
NET ASSETS APPLICABLE TO COMMON SHARES $ 139,867 $ 73,783 $ (317) $ 213,333
================= =============== =========== ============
PREFERRED SHARES $ 65,000 $ 45,000 $ 110,000
================= =============== =========== ============
NET ASSETS INCLUDING PREFERRED SHARES $ 204,867 $ 118,783 $ (317) $ 323,333
================= =============== =========== ============
(1) The proforma statements presume the issuance by the Van Kampen Pennsylvania
Value Municipal Income Trust of approximately 8,523,257 common shares in
exchange for the assets and liabilities of the Van Kampen Pennsylvania Quality
Municipal Trust.
(2) A non-recurring cost associated with this transaction of approximately
$317,000 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------- ---------------
Van Kampen Pennsylvania Quality Municipal Trust....................... $ 0 $ 0.000
Van Kampen Pennsylvania Value Income Municipal Trust.................. 317,000 0.071
----------------
$ 317,000
================
L-33
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN PENNSYLVANIA VAN KAMPEN
ADVANTAGE VALUE PENNSYLVANIA
PENNSYLVANIA MUNICIPAL VALUE MUNICIPAL
MUNICIPAL INCOME INCOME TRUST
INCOME TRUST TRUST ADJUSTMENTS PROFORMA
------------ ------------ ------------- ---------------
ASSETS:
Total Investments (Cost of $108,582,
$113,531 and $222,113, respectively) $ 117,903 $ 121,875 $ 239,778
Cash 3 10 13
Interest Receivable 1,206 1,312 2,518
Other 1 2 3
--------- --------- --------- ---------
Total Assets 119,113 123,199 242,312
--------- --------- --------- ---------
LIABILITIES:
Payables:
Investments Purchased 4,020 4,067 8,087
Investment Advisory Fee 53 55 108
Income Distributions-Common Shares 15 11 26
Other Affiliates 5 4 9
Trustee's Deferred Compensation and
Retirement Plans 219 219 438
Accrued Expenses 59 49 108
Merger Cost $ 284 (2) 284
--------- --------- --------- ---------
Total Liabilities 4,371 4,405 284 9,060
Preferred Shares (Including
accrued distributions) 40,008 45,011 85,019
--------- --------- --------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 74,734 $ 73,783 $ (284) $ 148,233
========= ========= ========= =========
Net Assets Applicable to Common Shares $ 74,734 $ 73,783 $ (284) (2) $ 148,233
Shares outstanding 4,369 4,477 170 (1) 9,016
--------- --------- ---------
Net Asset Value Per Common Share $ 17.11 $ 16.48 $ 16.44
========= ========= =========
NET ASSETS CONSIST OF:
Common Shares ($.01 par value) $ 44 $ 45 $ 1 (1) $ 90
Paid in Surplus 64,233 64,699 (285)(1)(2) 128,647
Net Unrealized Appreciation 9,321 8,344 17,665
Accumulated Undistributed Net Investment Income 310 511 821
Accumulated Net Realized Gain 826 184 1,010
--------- --------- --------- ---------
NET ASSETS APPLICABLE TO COMMON SHARES $ 74,734 $ 73,783 $ (284) $ 148,233
========= ========= ========= =========
PREFERRED SHARES $ 40,000 $ 45,000 $ 85,000
========= ========= ========= =========
NET ASSETS INCLUDING PREFERRED SHARES $ 114,734 $ 118,783 $ (284) $ 233,233
========= ========= ========= =========
(1) The proforma statements presume the issuance by the Van Kampen Pennsylvania
Value Municipal Income Trust of approximately 4,539,492 common shares in
exchange for the assets and liabilities of the Van Kampen Advantage Pennsylvania
Municipal Income Trust
(2) A non-recurring cost associated with this transaction of approximately
$284,000 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
---------------- ---------------
Van Kampen Advantage Pennsylvania Municipal Income Trust.............. $ 105,080 $ 0.024
Van Kampen Pennsylvania Value Income Municipal Trust.................. 178,920 0.040
----------------
$ 284,000
================
L-34
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
TRUST FOR VAN KAMPEN VAN KAMPEN
INVESTMENT PENNSYLVANIA PENNSYLVANIA
GRADE VALUE VALUE MUNICIPAL
PENNSYLVANIA MUNICIPAL INCOME TRUST
MUNICIPALS INCOME TRUST ADJUSTMENTS PROFORMA
------------- ------------- ----------- ---------------
ASSETS:
Total Investments (Cost of $183,289,
$113,531 and $296,820, respectively) $ 197,121 $ 121,875 $ 318,996
Cash 81 10 91
Receivables:
Interest 2,685 1,312 3,997
Investment Sold 176 - 176
Other 2 2 4
------------- ------------- ----------- ------------
Total Assets 200,065 123,199 323,264
------------- ------------- ----------- ------------
LIABILITIES:
Payables:
Investments Purchased 2,620 4,067 6,687
Investment Advisory Fee 91 55 146
Income Distributions-Common Shares 35 11 46
Other Affiliates 8 4 12
Trustee's Deferred Compensation and
Retirement Plans 238 219 457
Accrued Expenses 77 49 126
Merger Cost $ 307 (2) 307
------------- ------------- ----------- ------------
Total Liabilities 3,069 4,405 307 7,781
Preferred Shares (Including
accrued distributions) 70,081 45,011 115,092
------------- ------------- ----------- ------------
NET ASSETS APPLICABLE TO COMMON SHARES $ 126,915 $ 73,783 $ (307) $ 200,391
============= ============= =========== ============
Net Assets Applicable to Common Shares $ 126,915 $ 73,783 $ (307)(2) $ 200,391
Shares outstanding 7,432 4,477 294 (1) 12,203
------------- ------------- ------------
Net Asset Value Per Common Share $ 17.08 $ 16.48 $ 16.42
============= ============= ============
NET ASSETS CONSIST OF:
Common Shares ($.01 par value) $ 74 $ 45 $ 3 (1) $ 122
Paid in Surplus 109,598 64,699 (310)(1)(2) 173,987
Net Unrealized Appreciation 13,832 8,344 22,176
Accumulated Undistributed Net Investment Income 2,653 511 3,164
Accumulated Net Realized Gain 758 184 942
------------- ------------- ----------- ------------
NET ASSETS APPLICABLE TO COMMON SHARES $ 126,915 $ 73,783 $ (307) $ 200,391
============= ============= =========== ============
PREFERRED SHARES $ 70,000 $ 45,000 $ 115,000
============= ============= =========== ============
NET ASSETS INCLUDING PREFERRED SHARES $ 196,915 $ 118,783 $ (307) $ 315,391
============= ============= =========== ============
(1) The proforma statements presume the issuance by the Van Kampen Pennsylvania
Value Municipal Income Trust of approximately 7,726,289 common shares in
exchange for the assets and liabilities of the Van Kampen Trust for Investment
Grade Pennsylvania Municipals.
(2) A non-recurring cost associated with this transaction of approximately
$307,000 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:
Approximate Cost Cost Per Share
------------------ --------------
Van Kampen Trust for Investment Grade Pennsylvania Municipals......... $ 49,120 $ 0.007
Van Kampen Pennsylvania Value Income Municipal Trust.................. 257,880 0.058
------------------
$ 307,000
==================
L-35
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST -
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN VAN KAMPEN TRUST FOR VAN KAMPEN VAN KAMPEN
ADVANTAGE PENNSYLVANIA INVESTMENT PENNSYLVANIA PENNSYLVANIA
PENNSYLVANIA QUALITY GRADE VALUE VALUE MUNICIPAL
MUNICIPAL MUNICIPAL PENNSYLVANIA MUNICIPAL INCOME TRUST
INCOME TRUST TRUST MUNICIPALS INCOME TRUST ADJUSTMENTS PROFORMA
------------ ------------ ------------ ------------ -------------- ---------------
INVESTMENT INCOME:
Interest $ 5,488 $ 10,206 $ 9,387 $ 5,763 $ 30,844
------------ ------------ ------------ ------------ -------------- ------------
EXPENSES:
Investment Advisory Fee 667 1,187 1,154 689 3,697
Preferred Share Maintenance 116 178 191 133 (45)(1) 573
Trustee's Fees and Related
Expenses 51 60 59 51 (148)(2) 73
Administration Fee 19 34 33 19 105
Legal 21 26 29 21 (69)(1) 28
Custody 7 12 13 8 (3)(1) 37
Other 138 173 157 130 (287)(1) 311
------------ ------------ ------------ ------------ -------------- ------------
Total Expenses 1,019 1,670 1,636 1,051 (552) 4,824
Less Credits Earned on Cash
Balances - - 2 - 2
------------ ------------ ------------ ------------ -------------- ------------
Net Expenses 1,019 1,670 1,634 1,051 (552) 4,822
------------ ------------ ------------ ------------ -------------- ------------
NET INVESTMENT INCOME $ 4,469 $ 8,536 $ 7,753 $ 4,712 $ 552 $ 26,022
============ ============ ============ ============ ============== ============
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 1,418 $ 1,075 $ 5,909 $ 398 $ 8,800
------------ ------------ ------------ ------------ -------------- ------------
Unrealized Appreciation/Depreciation:
Beginning of the Period 9,810 14,799 18,114 7,700 50,423
End of the Period 9,322 15,953 13,831 8,344 47,450
------------ ------------ ------------ ------------ -------------- ------------
Net Unrealized Appreciation/Depreciation
During the Period (488) 1,154 (4,283) 644 $ (2,973)
------------ ------------ ------------ ------------ -------------- ------------
NET REALIZED AND UNREALIZED GAIN $ 930 $ 2,229 $ 1,626 $ 1,042 $ 5,827
------------ ------------ ------------ ------------ -------------- ------------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (568) $ (894) $ (1,019) $ (583) $ (3,064)
============ ============ ============ ============ ============== ============
NET INCREASE IN NET ASSETS APPLICABLE TO
COMMON SHARES FROM OPERATIONS $ 4,831 $ 9,871 $ 8,360 $ 5,171 $ 552 $ 28,785
============ ============ ============ ============ ============== ============
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
(2) Reflects the exclusion of unrealized net appreciation related to the
trustees deferred compensation plan and the elimination of certain duplicate
expenses.
L-36
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST -
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN VAN KAMPEN
VAN KAMPEN VAN KAMPEN PENNSYLVANIA PENNSYLVANIA
ADVANTAGE PENNSYLVANIA VALUE VALUE
PENNSYLVANIA QUALITY MUNICIPAL MUNICIPAL
MUNICIPAL MUNICIPAL INCOME INCOME TRUST
INCOME TRUST TRUST TRUST ADJUSTMENTS PROFORMA
------------ ------------ ------------ --------------- ------------
INVESTMENT INCOME:
Interest $ 5,488 $ 10,206 $ 5,763 $ 21,457
-------- -------- -------- -------- --------
EXPENSES:
Investment Advisory Fee 667 1,187 689 2,543
Preferred Share Maintenance 116 178 133 (30)(1) 397
Trustee's Fees and Related Expenses 51 60 51 (89)(2) 73
Administration Fee 19 34 19 72
Legal 21 26 21 (43)(1) 25
Custody 7 12 8 (1)(1) 26
Other 138 173 130 (187)(1) 254
-------- -------- -------- -------- --------
Total Expenses 1,019 1,670 1,051 (350) 3,390
-------- -------- -------- -------- --------
NET INVESTMENT INCOME $ 4,469 $ 8,536 $ 4,712 $ 350 $ 18,067
======== ======== ======== ======== ========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 1,418 $ 1,075 $ 398 $ 2,891
-------- -------- -------- -------- --------
Unrealized Appreciation/Depreciation:
Beginning of the Period 9,810 14,799 7,700 32,309
End of the Period 9,322 15,953 8,344 33,619
-------- -------- -------- -------- --------
Net Unrealized Appreciation/Depreciation During the Period (488) 1,154 644 $ 1,310
-------- -------- -------- -------- --------
NET REALIZED AND UNREALIZED GAIN $ 930 $ 2,229 $ 1,042 $ 4,201
-------- -------- -------- -------- --------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (568) $ (894) $ (583) $ (2,045)
======== ======== ======== ======== ========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES
FROM OPERATIONS $ 4,831 $ 9,871 $ 5,171 $ 350 $ 20,223
======== ======== ======== ======== ========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
(2) Reflects the exclusion of unrealized net appreciation related to the
trustees deferred compensation plan and the elimination of certain duplicate
expenses.
L-37
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN VAN KAMPEN
VAN KAMPEN TRUST FOR VAN KAMPEN PENNSYLVANIA
PENNSYLVANIA INVESTMENT PENNSYLVANIA VALUE
QUALITY GRADE VALUE MUNICIPAL
MUNICIPAL PENNSYLVANIA MUNICIPAL INCOME TRUST
TRUST MUNICIPALS INCOME TRUST ADJUSTMENTS PROFORMA
------------ ------------ ------------- -------------- ------------
INVESTMENT INCOME:
Interest $ 10,206 $ 9,387 $ 5,763 $ 25,356
------------ ------------ ------------- -------------- ------------
EXPENSES:
Investment Advisory Fee 1,187 1,154 689 3,030
Preferred Share Maintenance 178 191 133 (30)(1) 472
Trustee's Fees and Related Expenses 60 59 51 (98)(2) 72
Administration Fee 34 33 19 86
Legal 26 29 21 (48)(1) 28
Custody 12 13 8 (2)(1) 31
Other 173 157 130 (185)(1) 275
------------ ------------ ------------- -------------- ------------
Total Expenses 1,670 1,636 1,051 (363) 3,994
Less Credits Earned on Cash
Balances - 2 - 2
------------ ------------ ------------- -------------- ------------
Net Expenses 1,670 1,634 1,051 (363) 3,992
------------ ------------ ------------- -------------- ------------
NET INVESTMENT INCOME $ 8,536 $ 7,753 $ 4,712 $ 363 $ 21,364
============ ============ ============= ============== ============
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 1,075 $ 5,909 $ 398 $ 7,382
------------ ------------ ------------- --------------- ------------
Unrealized Appreciation/Depreciation:
Beginning of the Period 14,799 18,114 7,700 40,613
End of the Period 15,953 13,831 8,344 38,128
------------ ------------ ------------- --------------- ------------
Net Unrealized Appreciation/Depreciation
During the Period 1,154 (4,283) 644 $ (2,485)
------------ ------------ ------------- --------------- ------------
NET REALIZED AND UNREALIZED GAIN $ 2,229 $ 1,626 $ 1,042 $ 4,897
------------ ------------ ------------- --------------- ------------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (894) $ (1,019) $ (583) $ (2,496)
============ ============ ============= =============== ============
NET INCREASE IN NET ASSETS APPLICABLE
TO COMMON SHARES FROM OPERATIONS $ 9,871 $ 8,360 $ 5,171 $ 363 $ 23,765
============ ============ ============= =============== ============
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
(2) Reflects the exclusion of unrealized net appreciation related to the
trustees deferred compensation plan and the elimination of certain duplicate
expenses.
L-38
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST -
VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN VAN KAMPEN VAN KAMPEN
VAN KAMPEN TRUST FOR PENNSYLVANIA PENNSYLVANIA
ADVANTAGE INVESTMENT VALUE VALUE
PENNSYLVANIA GRADE MUNICIPAL MUNICIPAL
MUNICIPAL PENNSYLVANIA INCOME INCOME TRUST
INCOME TRUST MUNICIPALS TRUST ADJUSTMENTS PROFORMA
------------ ----------- ------------ --------------- ------------
INVESTMENT INCOME:
Interest $ 5,488 $ 9,387 $ 5,763 $ 20,638
-------- -------- -------- -------- --------
EXPENSES:
Investment Advisory Fee 667 1,154 689 2,510
Preferred Share Maintenance 116 191 133 (30)(1) 410
Trustee's Fees and Related Expenses 51 59 51 (89)(2) 72
Administration Fee 19 33 19 71
Legal 21 29 21 (43)(1) 28
Custody 7 13 8 (2)(1) 26
Other 138 157 130 (186)(1) 239
-------- -------- -------- -------- --------
Total Expenses 1,019 1,636 1,051 (350) 3,356
Less Credits Earned on Cash Balances -- 2 -- 2
-------- -------- -------- -------- --------
Net Expenses 1,019 1,634 1,051 (350) 3,354
-------- -------- -------- -------- --------
NET INVESTMENT INCOME $ 4,469 $ 7,753 $ 4,712 $ 350 $ 17,284
======== ======== ======== ======== ========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 1,418 $ 5,909 $ 398 $ 7,725
-------- -------- -------- -------- --------
Unrealized Appreciation/Depreciation:
Beginning of the Period 9,810 18,114 7,700 35,624
End of the Period 9,322 13,831 8,344 31,497
-------- -------- -------- -------- --------
Net Unrealized Appreciation/Depreciation During the Period (488) (4,283) 644 $ (4,127)
-------- -------- -------- -------- --------
NET REALIZED AND UNREALIZED GAIN $ 930 $ 1,626 $ 1,042 $ 3,598
-------- -------- -------- -------- --------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (568) $ (1,019) $ (583) $ (2,170)
======== ======== ======== ======== ========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES
FROM OPERATIONS $ 4,831 $ 8,360 $ 5,171 $ 350 $ 18,712
======== ======== ======== ======== ========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
(2) Reflects the exclusion of unrealized net appreciation related to the
trustees deferred compensation plan and the elimination of certain duplicate
expenses.
L-39
VAN KAMPEN PENNSYLVANIA QUALITY MUNICIPAL TRUST -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN
VAN KAMPEN VAN KAMPEN PENNSYLVANIA
PENNSYLVANIA PENNSYLVANIA VALUE
QUALITY VALUE MUNICIPAL
MUNICIPAL MUNICIPAL INCOME TRUST
TRUST INCOME TRUST ADJUSTMENTS PROFORMA
------------ ------------ ------------- ------------
INVESTMENT INCOME:
Interest $ 10,206 $ 5,763 $ 15,969
------------ ------------ ------------- ------------
EXPENSES:
Investment Advisory Fee 1,187 689 1,876
Preferred Share Maintenance 178 133 (15)(1) 296
Trustee's Fees and Related Expenses 60 51 (38)(2) 73
Administration Fee 34 19 53
Legal 26 21 (22)(1) 25
Custody 12 8 (1)(1) 19
Other 173 130 (92)(1) 211
------------ ------------ ------------- ------------
Total Expenses 1,670 1,051 (168) 2,553
------------ ------------ ------------- ------------
NET INVESTMENT INCOME $ 8,536 $ 4,712 $ 168 $ 13,416
============ ============ ============= ============
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 1,075 $ 398 $ 1,473
------------ ------------ ------------- ------------
Unrealized Appreciation/Depreciation:
Beginning of the Period 14,799 7,700 22,499
End of the Period 15,953 8,344 24,297
------------ ------------ ------------- ------------
Net Unrealized Appreciation During the Period 1,154 644 $ 1,798
------------ ------------ ------------- ------------
NET REALIZED AND UNREALIZED GAIN $ 2,229 $ 1,042 $ 3,271
------------ ------------ ------------- ------------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (894) $ (583) $ (1,477)
============ ============ ============= ============
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES
FROM OPERATIONS $ 9,871 $ 5,171 $ 168 $ 15,210
============ ============ ============= ============
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
(2) Reflects the exclusion of unrealized net appreciation related to the
trustees deferred compensation plan and the elimination of certain duplicate
expenses.
L-40
VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN VAN KAMPEN
VAN KAMPEN PENNSYLVANIA PENNSYLVANIA
ADVANTAGE VALUE VALUE
PENNSYLVANIA MUNICIPAL MUNICIPAL
MUNICIPAL INCOME INCOME TRUST
INCOME TRUST TRUST ADJUSTMENTS PROFORMA
------------ ------------ --------------- -------------
INVESTMENT INCOME:
Interest $ 5,488 $ 5,763 $ 11,251
-------- -------- -------- --------
EXPENSES:
Investment Advisory Fee 667 689 1,356
Preferred Share Maintenance 116 133 (15)(1) 234
Trustee's Fees and Related Expenses 51 51 (29)(2) 73
Administration Fee 19 19 38
Legal 21 21 (21)(1) 21
Custody 7 8 15
Other 138 130 (90)(1) 178
-------- -------- -------- --------
Total Expenses 1,019 1,051 (155) 1,915
-------- -------- -------- --------
NET INVESTMENT INCOME $ 4,469 $ 4,712 $ 155 $ 9,336
======== ======== ======== ========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 1,418 $ 398 $ 1,816
-------- -------- -------- --------
Unrealized Appreciation/Depreciation:
Beginning of the Period 9,810 7,700 17,510
End of the Period 9,322 8,344 17,666
-------- -------- -------- --------
Net Unrealized Appreciation/Depreciation During the Period (488) 644 $ 156
-------- -------- -------- --------
NET REALIZED AND UNREALIZED GAIN $ 930 $ 1,042 $ 1,972
-------- -------- -------- --------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (568) $ (583) $ (1,151)
======== ======== ======== ========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES
FROM OPERATIONS $ 4,831 $ 5,171 $ 155 $ 10,157
======== ======== ======== ========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
(2) Reflects the exclusion of unrealized net appreciation related to the
trustees deferred compensation plan and the elimination of certain duplicate
expenses.
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VAN KAMPEN TRUST FOR INVESTMENT GRADE PENNSYLVANIA MUNICIPALS -
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
PROFORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JANUARY 31, 2005
(UNAUDITED)
AMOUNTS IN THOUSANDS
VAN KAMPEN VAN KAMPEN
TRUST FOR VAN KAMPEN PENNSYLVANIA
INVESTMENT PENNSYLVANIA VALUE
GRADE VALUE MUNICIPAL
PENNSYLVANIA MUNICIPAL INCOME TRUST
MUNICIPALS INCOME TRUST ADJUSTMENTS PROFORMA
------------ ------------ -------------- ------------
INVESTMENT INCOME:
Interest $ 9,387 $ 5,763 $ 15,150
------------ ------------ -------------- -----------
EXPENSES:
Investment Advisory Fee 1,154 689 1,843
Preferred Share Maintenance 191 133 (15)(1) 309
Trustee's Fees and Related Expenses 59 51 (37)(2) 73
Administration Fee 33 19 52
Legal 29 21 (22)(1) 28
Custody 13 8 (1)(1) 20
Other 157 130 (89)(1) 198
------------ ------------ -------------- -----------
Total Expenses 1,636 1,051 (164) 2,523
Less Credits Earned on Cash Balances 2 - 2
------------ ------------ -------------- -----------
Net Expenses 1,634 1,051 (164) 2,521
------------ ------------ -------------- -----------
NET INVESTMENT INCOME $ 7,753 $ 4,712 $ 164 $ 12,629
============ ============ ============== ===========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain $ 5,909 $ 398 $ 6,307
------------ ------------ -------------- -----------
Unrealized Appreciation/Depreciation:
Beginning of the Period 18,114 7,700 25,814
End of the Period 13,831 8,344 22,175
------------ ------------ -------------- -----------
Net Unrealized Appreciation/Depreciation During the Period (4,283) 644 $ (3,639)
------------ ------------ -------------- -----------
NET REALIZED AND UNREALIZED GAIN $ 1,626 $ 1,042 $ 2,668
------------ ------------ -------------- -----------
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS $ (1,019) $ (583) $ (1,602)
============ ============ ============== ===========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES
FROM OPERATIONS $ 8,360 $ 5,171 $ 164 $ 13,695
============ ============ ============== ===========
(1) Reflects the reduction in certain operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.
(2) Reflects the exclusion of unrealized net appreciation related to the
trustees deferred compensation plan and the elimination of certain duplicate
expenses.
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VAN KAMPEN ADVANTAGE PENNSYLVANIA MUNICIPAL INCOME TRUST -- VAN KAMPEN
PENNSYLVANIA QUALITY MUNICIPAL TRUST -- TRUST FOR INVESTMENT GRADE PENNSYLVANIA
MUNICIPALS -- VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS
JANUARY 31, 2005
(Unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES
The Acquiring Trust, Van Kampen Pennsylvania Value Municipal Income Trust (the
"Acquiring Trust") is registered as a diversified, closed-end management
investment company under the Investment Company Act of 1940, as amended. The
Acquiring Trust's investment objective is to provide a high level of current
income exempt from federal and Pennsylvania income taxes and, where possible
under local law, local income and personal property taxes, consistent with
preservation of capital. The Acquiring Trust will invest substantially all of
its assets in Pennsylvania municipal securities rated investment grade at the
time of investment. The Acquiring Trust commenced investment operations on April
30, 1993.
The following is a summary of significant accounting policies
consistently followed by the Acquiring Trust in the preparation of its financial
statements. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
A. SECURITY VALUATION Municipal bonds are valued by independent pricing services
or dealers using the mean of the bid and asked prices or, in the absence of
market quotations, at fair value based upon yield data relating to municipal
bonds with similar characteristics and general market conditions. Securities
which are not valued by independent pricing services or dealers are valued at
fair value using procedures established in good faith by the Board of Trustees.
Short-term securities with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value.
B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Acquiring Trust may purchase and sell securities on a "when-issued" or "delayed
delivery" basis with settlement to occur at a later date. The value of the
security so purchased is subject to market fluctuations during this period. The
Acquiring Trust will segregate assets with the custodian having an aggregate
value at least equal to the amount of the when-issued or delayed delivery
purchase commitments until payment is made.
C. INVESTMENT INCOME Interest income is recorded on an accrual basis. Bond
premium is amortized and discount is accreted over the expected life of each
applicable security.
D. FEDERAL INCOME TAXES It is the Acquiring Trust's policy to comply with the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no provision for federal income
taxes is required.
E. DISTRIBUTION OF INCOME AND GAINS The Acquiring Trust declares and pays
monthly dividends from net investment income to common shareholders. Net
realized gains, if any, are distributed annually on a pro rata basis to common
and preferred shareholders. Distributions from net realized gains for book
purposes may include short-term capital gains, which are included as ordinary
income for tax purposes.
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PART C: OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Section 5.3 of the Registrant's Declaration of Trust, a copy of which is
filed as an exhibit hereto, provides for indemnification, as set forth below:
"Section 5.3 Mandatory Indemnification.
(a) Subject to the exceptions and limitations contained in paragraph
(b) below:
(i) every person who is or has been a Trustee or officer of the
Trust shall be indemnified by the Trust to the fullest extent
permitted by law against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Trustee or officer
and against amounts paid or incurred by him in the settlement thereof;
(ii) the words, "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal,
administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust or its Shareholders by
reason of a final adjudication by the court or other body before which
the proceeding was brought that he engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved
in the conduct of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust;
(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b)(i) or
(b)(ii) resulting in a payment by a Trustee or officer, unless there
has been either a determination that such Trustee or officer did not
engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office by the
court or other body approving the settlement or other disposition or a
reasonable determination, based upon a review of readily available
facts (as opposed to a full trial-type inquiry) that he did not engage
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in such conduct:
(A) by vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or
(B) by written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
affect any other rights to which any Trustee or officer may now or
hereafter be entitled, shall continue as to a Person who has ceased to be
such Trustee or officer and shall inure to the benefit of the heirs,
executors, administrators, and assigns of such Person. Nothing contained
herein shall affect any rights to indemnification to which personnel of the
Trust other than Trustees and officers may be entitled by contract or
otherwise under law.
(d) Expenses of preparation and presentation of a defense to any
claim, action, suit, or proceeding of the character described in paragraph
(a) of this Section 5.3 shall be advanced by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is
not entitled to indemnification under this Section 5.3, provided that
either
(i) such undertaking is secured by a surety bond or
some other appropriate security or the Trust shall be
insured against losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the Disinterested
Trustees then in office act on the matter) or an independent
legal counsel in a written opinion shall determine, based
upon a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe
that the recipient ultimately will be found entitled to
indemnification.
As used in this Section 5.3, a "Disinterested Trustee" is one (i) who is
not an "Interested Person" of the Trust (including anyone who has been exempted
from being an "Interested Person" by any rule, regulation or order of the
Commission), and (ii) against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or had been pending."
ITEM 16. EXHIBITS
1. (a) Declaration of Trust of the Registrant and amendments thereto ++
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(b) Certificate of Vote Establishing Preferred Shares++
2. Bylaws of the Registrant and amendments thereto++
3. Not applicable
4. Form of Agreement and Plan of Reorganization+++
5. (a) Specimen share certificate for common shares of the
Registrant++
(b) Specimen share certificate for preferred shares of the
Registrant++
6. (a) Investment Advisory Agreement and amendment thereto++
(b) Administration Agreement++
7. Not Applicable
8. (a) Form of Amended and Restated Deferred Compensation Plan++
(b) Form of Retirement Plan for Each Closed-End Fund++
9. Custodian Contract and amendments thereto++
10. Not Applicable
11.(a) Consent of Skadden, Arps, Slate, Meagher & Flom LLP, counsel
for the Registrant+
(b) Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for
the Registrant++
(c) Opinion of [ ]++
12. Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP++++
13.(a) Transfer Agency and Service Agreement++
(b) Auction Agency Agreement++
(c) Form of Broker-Dealer Agreement++
(d)(i) Letter of Representations++
(ii) Form of Letter of Representations++
(e) Fund Accounting Agreement and amendment thereto++
(f) Amended and Restated Legal Services Agreement++
14. Consent of independent registered public accounting firm for the
Registrant and the Target Funds++
15. Not Applicable
16. Power of Attorney+
17.(a) Code of Ethics of the Investment Adviser++
(b) Code of Ethics of the Funds++
99.(a) Proxy cards for the Target Funds+
99.(b) Proxy card for the Acquiring Fund+
+ Filed herewith.
++ To be filed by further amendment.
+++ Filed as Appendix A to the Statement of Additional Information.
++++ To be filed by post-effective amendment.
ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through use of a prospectus which is part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the
reoffering prospectus will contain information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by other items of the applicable form.
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(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of securities at
that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees that, if the Reorganizations
discussed in the registration statement close, it shall file by post-effective
amendment either a copy of the Internal Revenue Service private letter ruling
applied for or an opinion supporting the tax matter discussed in the
registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and the State of New York, on June 30, 2005.
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
By: /s/ Lou Anne McInnis
------------------------------------
Lou Anne McInnis
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURES TITLE
---------- -----
Principal Executive Officer:
/s/ Ronald E. Robison* Executive Vice President and
------------------------------------------- Principal Executive Officer
Ronald E. Robison
Principal Financial Officer:
/s/ James W. Garrett*
------------------------------------------- Chief Financial
James W. Garrett Officer and Treasurer
Trustees:
/s/ David C. Arch* Trustee
-------------------------------------------
David C. Arch
/s/ Jerry D. Choate* Trustee
-------------------------------------------
Jerry D. Choate
/s/ Rod Dammeyer* Trustee
-------------------------------------------
Rod Dammeyer
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/s/ Linda Hutton Heagy* Trustee
-------------------------------------------
Linda Hutton Heagy
/s/ R. Craig Kennedy* Trustee
-------------------------------------------
R. Craig Kennedy
/s/ Howard J Kerr* Trustee
-------------------------------------------
Howard J Kerr
/s/ Mitchell M. Merin* Trustee
-------------------------------------------
Mitchell M. Merin
/s/ Jack E. Nelson* Trustee
-------------------------------------------
Jack E. Nelson
/s/ Richard F. Powers, III* Trustee
-------------------------------------------
Richard F. Powers, III
/s/ Hugo F. Sonnenschein* Trustee
-------------------------------------------
Hugo F. Sonnenschein
/s/ Wayne W. Whalen* Trustee
-------------------------------------------
Wayne W. Whalen
/s/ Suzanne H. Woolsey* Trustee
-------------------------------------------
Suzanne H. Woolsey
* Signed by Lou Anne McInnis pursuant to a power of attorney filed herewith.
/s/ Lou Anne McInnis June 30, 2005
-------------------------------------------
Lou Anne McInnis
Attorney-in-Fact
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SCHEDULE OF EXHIBITS TO FORM N-14
VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
Exhibit
-------
11(a) Consent of Skadden, Arps, Slate, Meagher & Flom LLP
16 Power of Attorney
99(a) Proxy cards for the Target Funds
(b) Proxy card for the Acquiring Fund