-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EKDWp0QO18b2NWJFkEDSq8HVDFBiXw96lB7M2PFCsVp3xsX3ILgzIzCa2mscyMsW M7lrgewEYG3kNzr7HATVsQ== 0000950137-08-014585.txt : 20081230 0000950137-08-014585.hdr.sgml : 20081230 20081229173942 ACCESSION NUMBER: 0000950137-08-014585 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081031 FILED AS OF DATE: 20081230 DATE AS OF CHANGE: 20081229 EFFECTIVENESS DATE: 20081230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST CENTRAL INDEX KEY: 0000890515 IRS NUMBER: 367017428 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07088 FILM NUMBER: 081273668 BUSINESS ADDRESS: STREET 1: VAN KAMPEN INVESTMENTS INC. STREET 2: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-296-6963 MAIL ADDRESS: STREET 1: VAN KAMPEN INVESTMENTS INC. STREET 2: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL MASS VALUE MUNICIPAL INCOME TRUS DATE OF NAME CHANGE: 19960102 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT MASSACHUSETTS VALUE MUNICIPAL INCOME TRUS DATE OF NAME CHANGE: 19930528 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT ADVANTAGE MASSACHUSETTS MUNICIPAL INC TRU DATE OF NAME CHANGE: 19920929 N-CSR 1 c47746nvcsr.htm FORM N-CSR FORM N-CSR
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-7088
Van Kampen Massachusetts Value Municipal Income Trust
 
(Exact name of registrant as specified in charter)
522 Fifth Avenue, New York, New York 10036
 
(Address of principal executive offices) (Zip code)
Edward C. Wood III
522 Fifth Avenue, New York, New York 10036
 
(Name and address of agent for service)
Registrant’s telephone number, including area code: 212-762-4000
Date of fiscal year end: 10/31
Date of reporting period: 10/31/08
 
 

 


 

Item 1. Report to Shareholders
 
The Trust’s annual report transmitted to shareholders pursuant to Rule 30e-1
under the Investment Company Act of 1940 is as follows:
 
Welcome, Shareholder
 
 
In this report, you’ll learn about how your investment in Van Kampen Massachusetts Value Municipal Income Trust performed during the annual period. The portfolio management team will provide an overview of the market conditions and discuss some of the factors that affected investment performance during the reporting period. In addition, this report includes the trust’s financial statements and a list of trust investments as of October 31, 2008.
 
 
Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the trust will achieve its investment objective. Trusts are subject to market risk, which is the possibility that the market values of securities owned by the trust will decline and that the value of the trust shares may therefore be less than what you paid for them. Accordingly, you can lose money investing in this trust.
 
Income may subject certain individuals to the federal Alternative Minimum Tax (AMT).
 
             
NOT FDIC INSURED
    OFFER NO BANK GUARANTEE     MAY LOSE VALUE
NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
    NOT A DEPOSIT
             


 

Performance Summary as of 10/31/08
 
                         
Massachusetts Value Municipal Income Trust
Symbol: VMV
Average Annual
    Based on
    Based on
Total Returns     NAV     Market Price
                         
Since Inception (4/30/93)       3.43 %         2.96 %  
                         
10-year       1.54           0.84    
                         
5-year       –3.13           –4.49    
                         
1-year       –27.23           –32.01    
 
 
Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. For the most recent month-end performance figures, please visit vankampen.com or speak with your financial advisor. Investment returns, net asset value (NAV) and common share market price will fluctuate and trust shares, when sold, may be worth more or less than their original cost.
 
NAV per share is determined by dividing the value of the trust’s portfolio securities, cash and other assets, less all liabilities and preferred shares, by the total number of common shares outstanding. The common share market price is the price the market is willing to pay for shares of the trust at a given time. Common share market price is influenced by a range of factors, including supply and demand and market conditions. Total return assumes an investment at the beginning of the period, reinvestment of all distributions for the period in accordance with the trust’s dividend reinvestment plan, and sale of all shares at the end of the period. The trust’s advisor has waived or reimbursed fees and expenses from time to time. Absent such waivers/ reimbursements the trust’s returns would have been lower. Periods of less than a year are not annualized.
 
The Lehman Brothers Massachusetts Municipal Bond Index is a broad-based statistical composite of Massachusetts municipal bonds. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.
 
 
1


 

Trust Report
For the 12-month period ended October 31, 2008
 
Market Conditions
 
The broad financial markets were highly volatile throughout the reporting period as the credit crisis intensified, the housing market continued to decline, and the economy appeared headed into recession. In early September 2008, investor confidence plummeted and the markets began a downward spiral following the government’s takeover of Fannie Mae and Freddie Mac and the bankruptcy of Lehman Brothers. In the weeks that followed, several other financial institutions were forced into mergers, rescued by government loans, or failed altogether as the value of their assets severely eroded. The credit markets became paralyzed as banks refused to lend while investors fled risky assets in favor of Treasury securities. In an effort to unlock the credit markets, the federal government interceded with various supportive measures, including a $700 billion bailout plan.
 
The municipal bond market had already been under pressure for several months prior to September, due in part to the credit rating downgrades of various monoline bond insurers and the deterioration of the auction rate and variable rate markets. The failure of Lehman Brothers, however, prompted a wave of forced selling in the municipal market as leveraged buyers, mutual funds and brokerage firms began deleveraging, putting significant pressure on prices and severely eroding liquidity. As a result, municipal yields rose, particularly on the long end of the yield curve, far exceeding those of comparable Treasuries by the end of the period. For the three-month period ended October 31, 2008, the short end of the curve outperformed the long end by roughly 1,000 basis points. The disparity in performance was even greater over the one-year reporting period as the short end outperformed by more than 1,800 basis points. As would be expected in the risk-averse and volatile environment, higher-quality municipal bonds outperformed lower-quality issues. For the overall period, high yield municipal spreads widened from approximately 170 basis points to 410 basis points.
 
The State of Massachusetts’ management was effective through the 2001-2002 recession and has since built up strong reserve levels. However, budgetary pressures are increasing with the recent decline in tax revenues. This decline, combined with above average debt ratios, will pose a challenge over the next several quarters. We continue to closely monitor the slowdown’s impact on municipal issuers in the state.
 
 
2


 

Performance Analysis
 
The Trust’s return can be calculated based upon either the market price or the net asset value (NAV) of its shares. NAV per share is determined by dividing the value of the Trust’s portfolio securities, cash and other assets, less all liabilities and preferred shares, by the total number of common shares outstanding, while market price reflects the supply and demand for the shares. As a result, the two returns can differ, as they did during the reporting period. On an NAV and a market price basis, the Trust underperformed the Lehman Brothers Massachusetts Municipal Bond Index (“the Index”).
 
Total return for the 12-month period ended October 31, 2008
 
                                       
                Lehman Brothers
   
    Based on
    Based on
    Massachusetts
   
    NAV     Market Price     Municipal Bond Index    
                                       
      –27.23 %         –32.01 %         –1.37 %      
 
 
 
Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. Investment return, net asset value and common share market price will fluctuate and Trust shares, when sold, may be worth more or less than their original cost. See Performance Summary for additional performance information and index definition.
 
The Trust held an overweight to lower- and non-rated bonds relative to the Index, which is comprised entirely of investment-grade issues. This allocation to the lower-quality segment of the market hindered performance as the flight to quality that persisted throughout most of the reporting period led higher-quality issues to outperform. An overweight to triple-B rated hospital bonds relative to the Index also held back relative returns. The sector was particularly hard hit, with spreads widening from 100 basis points to 300 basis points by the end of October. The Trust’s yield-curve positioning was also disadvantageous. We maintained an overweight exposure to the longer end of the municipal yield curve, which underperformed the short end of the curve as the curve steepened.
 
Other positions, however, were additive to performance. An overweight to pre-refunded bonds enhanced returns as these shorter-maturity securities benefited from the outperformance of the short end of the municipal yield curve during the period. Additionally, holdings in municipal auction rate securities with zero durations (a measure of interest-rate sensitivity) were additive to performance as the yield on these securities remained well above those of long-maturity municipal bonds.
 
The Trust’s Board of Trustees has approved a procedure whereby the Trust may, when appropriate, repurchase its shares in the open market or in privately negotiated transactions at a price not above market value or NAV, whichever is lower at the time of purchase. This may help support the market value of the Trust’s shares.
 
There is no guarantee that any sectors mentioned will continue to perform as discussed herein or that securities in such sectors will be held by the Trust in the future.
 
 
3


 

         
Top 5 Sectors as of 10/31/08 (Unaudited)
 
Higher Education
    16.8 %
Bridge, Tunnel & Toll Road
    11.9  
Hospital
    10.2  
General Purpose
    8.7  
Public Education
    8.4  
         
         
Ratings Allocation as of 10/31/08 (Unaudited)
 
AAA/Aaa
    30.9 %
AA/Aa
    42.6  
A/A
    11.3  
BBB/Baa
    9.3  
BB/Ba
    1.2  
B/B
    0.1  
Non-Rated
    4.6  
 
 
Subject to change daily. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell the securities mentioned or securities in the sectors shown above. Ratings are as a percentage of total investments. Sectors are as a percentage of total long-term investments. Securities are classified by sectors that represent broad groupings of related industries. Van Kampen is a wholly owned subsidiary of a global securities firm which is engaged in a wide range of financial services including, for example, securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services. Rating allocations based upon ratings as issued by Standard and Poor’s and Moody’s, respectively.
 
 
4


 

For More Information About Portfolio Holdings
 
Each Van Kampen trust provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the trust’s second and fourth fiscal quarters. The semiannual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Van Kampen also delivers the semiannual and annual reports to fund shareholders, and makes these reports available on its public Web site, www.vankampen.com. In addition to the semiannual and annual reports that Van Kampen delivers to shareholders and makes available through the Van Kampen public Web site, each fund files a complete schedule of portfolio holdings with the SEC for the trust’s first and third fiscal quarters on Form N-Q. Van Kampen does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Van Kampen public Web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC’s Web site, http://www.sec.gov. You may also review and copy them at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC’s e-mail address (publicinfo@sec.gov) or by writing the Public Reference section of the SEC, Washington, DC 20549-0102.
 
You may obtain copies of a trust’s fiscal quarter filings by contacting Van Kampen Client Relations at (800) 341-2929.
 
Proxy Voting Policy and Procedures and Proxy Voting Record
 
You may obtain a copy of the Trust’s Proxy Voting Policy and Procedures without charge, upon request, by calling toll free (800) 341-2929 or by visiting our Web site at www.vankampen.com. It is also available on the Securities and Exchange Commission’s Web site at http://www.sec.gov.
 
You may obtain information regarding how the Trust voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 without charge by visiting our Web site at www.vankampen.com. This information is also available on the Securities and Exchange Commission’s Web site at http://www.sec.gov.
 
 
5


 

Investment Advisory Agreement Approval
 
Both the Investment Company Act of 1940 and the terms of the Fund’s investment advisory agreement require that the investment advisory agreement between the Fund and its investment adviser be approved annually both by a majority of the Board of Trustees and by a majority of the independent trustees voting separately.
 
At meetings held on April 15, 2008 and May 8, 2008, the Board of Trustees, and the independent trustees voting separately, considered and ultimately determined that the terms of the investment advisory agreement are fair and reasonable and approved the continuance of the investment advisory agreement as being in the best interests of the Fund and its shareholders. In making its determination, the Board of Trustees considered materials that were specifically prepared by the investment adviser at the request of the Board and Fund counsel, and by an independent provider of investment company data contracted to assist the Board, relating to the investment advisory agreement review process. The Board also considered information received periodically about the portfolio, performance, the investment strategy, portfolio management team and fees and expenses of the Fund. Finally, the Board considered materials it had received in connection with fee waivers currently in place for the Fund and materials it had received in connection with the share repurchase program currently in place for the Fund. The Board of Trustees considered the investment advisory agreement over a period of several months and the trustees held sessions both with the investment adviser and separate from the investment adviser in reviewing and considering the investment advisory agreement.
 
In approving the investment advisory agreement, the Board of Trustees considered, among other things, the nature, extent and quality of the services provided by the investment adviser, the performance, fees and expenses of the Fund compared to other similar funds and other products, the investment adviser’s expenses in providing the services and the profitability of the investment adviser and its affiliated companies. The Board of Trustees considered the extent to which any economies of scale experienced by the investment adviser are shared with the Fund’s shareholders, and the propriety of breakpoints in the Fund’s investment advisory fee schedule. The Board of Trustees considered comparative advisory fees of the Fund and other investment companies and/or other products at different asset levels, and considered the trends in the industry. The Board of Trustees evaluated other benefits the investment adviser and its affiliates derive from their relationship with the Fund. The Board of Trustees reviewed information about the foregoing factors and considered changes, if any, in such information since its previous approval. The Board of Trustees discussed the financial strength of the investment adviser and its affiliated companies and the capability of the personnel of the investment adviser, and specifically the strength and background of its portfolio management personnel. The Board of Trustees reviewed the statutory and regulatory requirements for approval and disclosure of investment advisory agreements. The Board of Trustees, including
 
 
6


 

the independent trustees, evaluated all of the foregoing and does not believe any single factor or group of factors control or dominate the review process, and, after considering all factors together, has determined, in the exercise of its business judgment, that approval of the investment advisory agreement is in the best interests of the Fund and its shareholders. The following summary provides more detail on certain matters considered but does not detail all matters considered.
 
Nature, Extent and Quality of the Services Provided. On a regular basis, the Board of Trustees considers the roles and responsibilities of the investment adviser as a whole and for those specific portfolio management, support and trading functions servicing the Fund. The trustees discuss with the investment adviser the resources available and used in managing the Fund and changes made in the Fund’s portfolio management team and the Fund’s portfolio management strategy over time. The trustees also discuss certain other services which are provided on a cost-reimbursement basis by the investment adviser or its affiliates to the Van Kampen funds including certain accounting, administrative and legal services. The Board has determined that the nature, extent and quality of the services provided by the investment adviser support its decision to approve the investment advisory agreement.
 
Performance, Fees and Expenses of the Fund. On a regular basis, the Board of Trustees reviews the performance, fees and expenses of the Fund compared to its peers and to appropriate benchmarks. In addition, the Board spends more focused time on the performance of the Fund and other funds in the Van Kampen complex, paying specific attention to underperforming funds. The trustees discuss with the investment adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund’s performance, the trustees and the investment adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance with special attention to three-year performance) and, when a fund’s weighted performance is under the fund’s benchmark, they discuss the causes and where necessary seek to make specific changes to investment strategy or investment personnel. The Fund discloses more information about its performance elsewhere in this report. The trustees discuss with the investment adviser the level of advisory fees for this Fund relative to comparable funds and other products advised by the adviser and others in the marketplace. The trustees review not only the advisory fees but other fees and expenses (whether paid to the adviser, its affiliates or others) and the Fund’s overall expense ratio. The Board has determined that the performance, fees and expenses of the Fund support its decision to approve the investment advisory agreement.
 
Investment Adviser’s Expenses in Providing the Service and Profitability. At least annually, the trustees review the investment adviser’s expenses in providing services to the Fund and other funds advised by the investment adviser and the profitability of the investment adviser. These profitability reports are put together by the investment adviser with the oversight of the Board. The trustees discuss
 
 
7


 

with the investment adviser its revenues and expenses, including among other things, revenues for advisory services, portfolio management-related expenses, revenue sharing arrangement costs and allocated expenses both on an aggregate basis and per fund. The Board has determined that the analysis of the investment adviser’s expenses and profitability support its decision to approve the investment advisory agreement.
 
Economies of Scale. On a regular basis, the Board of Trustees considers the size of the Fund and how that relates to the Fund’s expense ratio and particularly the Fund’s advisory fee rate. In conjunction with its review of the investment adviser’s profitability, the trustees discuss with the investment adviser how more (or less) assets can affect the efficiency or effectiveness of managing the Fund’s portfolio and whether the advisory fee level is appropriate relative to current asset levels and/or whether the advisory fee structure reflects economies of scale as asset levels change. The Board has determined that its review of the actual and potential economies of scale of the Fund support its decision to approve the investment advisory agreement.
 
Other Benefits of the Relationship. On a regular basis, the Board of Trustees considers other benefits to the investment adviser and its affiliates derived from its relationship with the Fund and other funds advised by the investment adviser. These benefits include, among other things, fees for transfer agency services provided to the funds, in certain cases research received by the adviser generated from commission dollars spent on funds’ portfolio trading, and in certain cases distribution or service related fees related to funds’ sales. The trustees review with the investment adviser each of these arrangements and the reasonableness of its costs relative to the services performed. The Board has determined that the other benefits received by the investment adviser or its affiliates support its decision to approve the investment advisory agreement.
 
 
8


 

Van Kampen Massachusetts Value Municipal Income Trust
Portfolio of Investments  n  October 31, 2008
 
                             
Par
                   
Amount
                   
(000)   Description   Coupon     Maturity   Value  
   
 
        Municipal Bonds  213.9%
Massachusetts  182.6%
$ 1,000     Holyoke, MA Gas & Elec Dept Rev, Ser A (MBIA Insd)     5.000 %   12/01/31   $ 850,420  
  1,220     Massachusetts St College Bldg Auth Proj Rev, Ser A (AMBAC Insd)     5.000     05/01/36     1,092,803  
  1,000     Massachusetts St Dev Fin Agy M/Srbc Proj, Ser A (MBIA Insd)     5.125     08/01/28     921,150  
  1,000     Massachusetts St Dev Fin Agy Rev College Pharmacy & Allied Hlth, Ser D (AGL Insd)     5.000     07/01/35     897,000  
  1,000     Massachusetts St Dev Fin Agy Rev Curry College, Ser A (ACA Insd)     5.000     03/01/35     697,200  
  250     Massachusetts St Dev Fin Agy Rev Evergreen Ctr Inc     5.000     01/01/24     186,540  
  450     Massachusetts St Dev Fin Agy
Rev Evergreen Ctr Inc
    5.500     01/01/35     319,869  
  600     Massachusetts St Dev Fin Agy Rev First Mtg Overlook Cmnty, Ser A     6.250     07/01/34     437,106  
  1,000     Massachusetts St Dev Fin Agy Rev Hampshire College     5.700     10/01/34     777,570  
  300     Massachusetts St Dev Fin Agy Rev Linden Ponds Inc Fac, Ser A     5.750     11/15/42     187,593  
  1,000     Massachusetts St Dev Fin Agy Rev MA College of Pharmacy, Ser B (Prerefunded @ 1/01/10)     6.750     07/01/30     1,062,370  
  1,000     Massachusetts St Dev Fin Agy Solid Waste Disp Rev Dominion Energy Brayton Point (AMT)     5.000     02/01/36     699,990  
  2,000     Massachusetts St Hlth & Ed Boston College, Ser N     5.125     06/01/33     1,866,320  
  1,000     Massachusetts St Hlth & Ed Fac Auth Rev Brandeis Univ, Ser I (MBIA Insd)     4.750     10/01/28     831,400  
  1,000     Massachusetts St Hlth & Ed Fac Auth Rev Caregroup, Ser B-2 (MBIA Insd)     5.375     02/01/28     919,490  
  3,500     Massachusetts St Hlth & Ed Fac Auth Rev Harvard Univ Ser B (a)     5.000     10/01/38     3,389,155  
  1,185     Massachusetts St Hlth & Ed Fac Auth Rev Hlthcare Sys Covenant (Prerefunded @ 1/01/12)     6.000     07/01/31     1,099,253  
  1,500     Massachusetts St Hlth & Ed Fac Auth Rev Partners Hlthcare Sys, Ser G-5     5.000     07/01/47     1,184,460  
  1,500     Massachusetts St Hlth & Ed Fac Auth Rev Univ MA Mem Issue, Ser D     5.000     07/01/33     985,950  
  1,000     Massachusetts St Hlth & Ed Fac Auth Rev Vly Regl Hlth Sys Rfdg, Ser C (Connie Lee Insd)     7.000     07/01/10     1,052,150  
  930     Massachusetts St Hlth & Ed Saint Mem Med Ctr, Ser A     6.000     10/01/23     717,179  
  1,000     Massachusetts St Hsg Fin Agy Hsg Rev, Ser H (AMT)     5.000     12/01/28     796,000  
 
 
9
See Notes to Financial Statements


 

Van Kampen Massachusetts Value Municipal Income Trust
Portfolio of Investments  n  October 31, 2008  
continued
 
                             
Par
                   
Amount
                   
(000)   Description   Coupon     Maturity   Value  
   
 
        Massachusetts  182.6% (Continued)
$ 3,060     Massachusetts St Hsg Fin Agy Hsg Rev Single Family Hsg, Ser 126 (AMT) (a) (b)     4.550 %   06/01/38   $ 2,253,782  
  880     Massachusetts St Hsg Fin Agy Hsg Rev Single Family Hsg, Ser 126 (AMT) (a) (b)     4.700     06/01/27     595,522  
  955     Massachusetts St Hsg Fin Agy Hsg Rev Single Family, Ser 120 (AMT)     5.000     12/01/35     714,254  
  1,000     Massachusetts St Hsg Fin Agy Hsg Rev Single Family, Ser 122 (AMT)     4.850     12/01/31     737,680  
  2,075     Massachusetts St Indl Fin Agy Rev Tufts Univ, Ser H (MBIA Insd)     4.750     02/15/28     1,868,413  
  1,000     Massachusetts St Indl Fin Agy Rev Whitehead Inst Biomedical Resh     5.125     07/01/26     973,300  
  930     Massachusetts St Indl Fin Agy Wtr Treatment Amern Hingham (AMT)     6.900     12/01/29     923,797  
  930     Massachusetts St Indl Fin Agy Wtr Treatment Amern Hingham (AMT)     6.950     12/01/35     920,970  
  3,500     Massachusetts St Sch Bldg Auth Dedicated Sales Tax Rev, Ser A (a)     5.000     08/15/30     3,334,642  
  4,000     Massachusetts St Tpk Auth Metro Hwy Sys Rev Cap Apprec Sr, Ser C (MBIA Insd)     *       01/01/22     1,850,720  
  2,550     Massachusetts St Tpk Auth Metro Hwy Sys Rev Sub, Ser A (AMBAC Insd)     5.000     01/01/39     2,004,989  
  3,000     Massachusetts St Tpk Auth Rev Rfdg, Ser A (c)     5.000     01/01/13     3,128,070  
  5,000     Massachusetts St Wtr Pollutn Abatement Tr Pool Pg, Ser 12 (a)     4.375     08/01/31     4,095,400  
  50     Massachusetts St Wtr Pollutn MWRA Pgm, Ser A     5.000     08/01/32     47,401  
  1,500     Narragansett, MA Regl Sch Dist (AMBAC Insd)     5.375     06/01/18     1,557,105  
  1,000     New Bedford, MA Muni Purp Ln (MBIA Insd)     5.000     05/01/20     1,007,200  
  1,000     Pittsfield, MA (MBIA Insd)     5.125     04/15/22     1,003,510  
  1,975     Westford, MA (AMBAC Insd)     5.250     06/01/19     2,028,246  
                             
                          50,015,969  
                             
        Guam  1.0%
  300     Guam Econ Dev & Comm Auth Tob Settlement     5.625     06/01/47     217,932  
  75     Guam Govt, Ser A     5.250     11/15/37     50,284  
                             
                          268,216  
                             
        Puerto Rico  23.9%
  1,000     Childrens Tr Fd PR Tob Settlement Rev     5.625     05/15/43     732,710  
  2,000     Puerto Rico Comwlth Hwy & Trans Auth Hwy Rev Ser Y (a)     6.250     07/01/21     2,139,160  
  920     Puerto Rico Elec Pwr Auth Pwr Rev, Ser TT (a)     5.000     07/01/32     764,009  
  2,070     Puerto Rico Elec Pwr Auth Pwr Rev, Ser TT (a)     5.000     07/01/37     1,668,533  
 
 
10
See Notes to Financial Statements


 

Van Kampen Massachusetts Value Municipal Income Trust
Portfolio of Investments  n  October 31, 2008  
continued
 
                             
Par
                   
Amount
                   
(000)   Description   Coupon     Maturity   Value  
   
 
        Puerto Rico (Continued)
$ 1,465     Puerto Rico Pub Bldg Auth Rev Gtd Cap Apprec, Ser D (AMBAC Insd) (Prerefunded @ 7/01/17) (d)     0.000/5.450 %   07/01/30   $ 1,242,965  
                             
                          6,547,377  
                             
        U.S. Virgin Islands  6.4%
  1,000     University Virgin Island Impt, Ser A     5.375     06/01/34     754,210  
  1,000     Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes Ln Nt, Ser A     6.375     10/01/19     1,013,560  
                             
                          1,767,770  
                             
         
Total Investments  213.9%
(Cost $65,680,822)
    58,599,332  
Liability for Floating Rate Note Obligations Related to Securities Held  (44.4%)
  (Cost ($12,170,000))
       
(12,170)  Notes with interest rates ranging from 1.77% to 3.32% at October 31, 2008 and contractual maturities of collateral ranging from 2021 to 2038 (See Note 1) (e)
    (12,170,000 )
         
         
Total Net Investments  169.5%
(Cost $53,510,822)
    46,429,332  
         
Other Assets in Excess of Liabilities  2.6%
    723,311  
         
Preferred Shares (including accrued distributions)  (72.1%)
    (19,758,944 )
         
         
Net Assets Applicable to Common Shares  100.0%
  $ 27,393,699  
         
 
 
Percentages are calculated as a percentage of net assets applicable to common shares.
 
* Zero coupon bond
 
(a) Underlying security related to Inverse Floaters entered into by the Trust. (See Note 1)
 
(b) Variable Rate Coupon
 
(c) Escrowed to Maturity
 
(d) Security is a “step-up” bond where the coupon increases or steps up at a predetermined date.
 
(e) Floating rate notes. The interest rate shown reflects the rates in effect at October 31, 2008.
 
ACA—American Capital Access
AGL—Assured Guaranty Ltd.
AMBAC—AMBAC Indemnity Corp.
AMT—Alternative Minimum Tax
Connie Lee—Connie Lee Insurance Co.
MBIA—Municipal Bond Investors Assurance Corp.
 
 
11
See Notes to Financial Statements


 

Van Kampen Massachusetts Value Municipal Income Trust
Financial Statements
 
Statement of Assets and Liabilities
October 31, 2008
 
             
Assets:
           
Total Investments (Cost $65,680,822)
  $ 58,599,332      
Cash
    110,381      
Receivables:
           
Interest
    910,142      
Investments Sold
    36,666      
Other
    713      
             
Total Assets
    59,657,234      
             
Liabilities:
           
Payables:
           
Floating Rate Note Obligations
    12,170,000      
Investment Advisory Fee
    13,409      
Other Affiliates
    10,163      
Income Distributions—Common Shares
    6,653      
Trustees’ Deferred Compensation and Retirement Plans
    252,486      
Accrued Expenses
    51,880      
             
Total Liabilities
    12,504,591      
Preferred Shares (including accrued distributions)
    19,758,944      
             
Net Assets Applicable to Common Shares
  $ 27,393,699      
             
Net Asset Value Per Common Share ($27,393,699 divided by 2,696,858 shares outstanding)
  $ 10.16      
             
Net Assets Consist of:
           
Common Shares ($0.01 par value with an unlimited number of shares authorized, 2,696,858 shares issued and outstanding)
  $ 26,969      
Paid in Surplus
    37,410,098      
Accumulated Undistributed Net Investment Income
    329,078      
Accumulated Net Realized Loss
    (3,290,956 )    
Net Unrealized Depreciation
    (7,081,490 )    
             
Net Assets Applicable to Common Shares
  $ 27,393,699      
             
Preferred Shares ($0.01 par value, authorized 100,000,000 shares, 790 issued with liquidation preference of $25,000 per share)
  $ 19,750,000      
             
Net Assets Including Preferred Shares
  $ 47,143,699      
             
 
 
12
See Notes to Financial Statements


 

Van Kampen Massachusetts Value Municipal Income Trust
Financial Statements  
continued
 
Statement of Operations
For the Year Ended October 31, 2008
 
             
Investment Income:
           
Interest
  $ 3,924,226      
             
Expenses:
           
Interest and Residual Trust Expenses
    486,388      
Investment Advisory Fee
    336,536      
Preferred Share Maintenance
    74,082      
Professional Fees
    64,309      
Accounting and Administrative Expenses
    28,866      
Transfer Agent Fees
    18,323      
Reports to Shareholders
    14,807      
Trustees’ Fees and Related Expenses
    14,232      
Custody
    9,961      
Registration Fees
    2,938      
Depreciation in Trustees’ Deferred Compensation Accounts
    (45,421 )    
Other
    8,483      
             
Total Expenses
    1,013,504      
Investment Advisory Fee Reduction
    152,973      
             
Net Expenses
    860,531      
             
Net Investment Income
  $ 3,063,695      
             
Realized and Unrealized Gain/Loss:
           
Realized Gain/Loss:
           
Investments
  $ (2,563,497 )    
Futures
    (538,313 )    
             
Net Realized Loss
    (3,101,810 )    
             
Unrealized Appreciation/Depreciation:
           
Beginning of the Period
    2,365,243      
End of the Period
    (7,081,490 )    
             
Net Unrealized Depreciation During the Period
    (9,446,733 )    
             
Net Realized and Unrealized Loss
  $ (12,548,543 )    
             
Distributions to Preferred Shareholders
  $ (919,693 )    
             
Net Decrease in Net Assets Applicable to Common Shares from Operations
  $ (10,404,541 )    
             
 
 
13
See Notes to Financial Statements


 

Van Kampen Massachusetts Value Municipal Income Trust
Financial Statements  
continued
 
Statements of Changes in Net Assets
 
                 
    For The
  For The
    Year Ended
  Year Ended
    October 31, 2008   October 31, 2007
     
 
From Investment Activities:
               
Operations:
               
Net Investment Income
  $ 3,063,695     $ 2,929,044  
Net Realized Loss
    (3,101,810 )     (234,356 )
Net Unrealized Depreciation During the Period
    (9,446,733 )     (2,421,026 )
Distributions to Preferred Shareholders:
               
Net Investment Income
    (919,693 )     (868,019 )
Net Realized Gain
    -0-       (30,811 )
                 
Change in Net Assets Applicable to Common Shares from Operations
    (10,404,541 )     (625,168 )
Distributions to Common Shareholders:
               
Net Investment Income
    (2,132,082 )     (2,053,739 )
Net Realized Gain
    -0-       (88,257 )
                 
                 
Net Change in Net Assets Applicable to Common Shares from Investment Activities
    (12,536,623 )     (2,767,164 )
                 
From Capital Transactions:
               
Value of Common Shares Issued Through Dividend Reinvestment
    41,657       46,247  
                 
Net Change in Net Assets Applicable to Common Shares
    (12,494,966 )     (2,720,917 )
Net Assets Applicable to Common Shares:
               
Beginning of the Period
    39,888,665       42,609,582  
                 
End of the Period (Including accumulated undistributed net investment income of $329,078 and $318,581, respectively)
  $ 27,393,699     $ 39,888,665  
                 
 
 
14
See Notes to Financial Statements


 

Van Kampen Massachusetts Value Municipal Income Trust
Financial Statements  
continued
 
Statement of Cash Flows
For the Year Ended October 31, 2008
 
             
Change in Net Assets from Operations (including Preferred
Share Distributions)
  $ (10,404,541 )    
             
Adjustments to Reconcile the Change in Net Assets from Operations to Net Cash Provided by Operating Activities:
           
Purchases of Investments
    (26,524,869 )    
Proceeds from Sales of Investments
    37,083,877      
Net Sales of Short-Term Investments
    500,000      
Amortization of Premium
    83,935      
Accretion of Discount
    (243,025 )    
Net Realized Loss on Investments
    2,563,497      
Net Change in Unrealized Depreciation on Investments
    9,480,995      
Decrease in Interest Receivables
    156,973      
Increase in Receivable for Investments Sold
    (36,666 )    
Decrease in Variation Margin on Futures
    93,000      
Decrease in Other Assets
    47      
Decrease in Investments Purchased Payable
    (339,700 )    
Decrease in Investment Advisory Fees
    (3,200 )    
Decrease in Other Affiliates Payable
    (2,140 )    
Decrease in Trustees’ Deferred Compensation and Retirement Plans
    (39,532 )    
Decrease in Accrued Expenses
    (11,079 )    
             
Total Adjustments
    22,762,113      
             
Net Cash Provided by Operating Activities
    12,357,572      
             
Cash Flows From Financing Activities
           
Dividends Paid (net of reinvested dividends of $41,657)
    (2,082,739 )    
Proceeds from and Repayments of Floating Rate Note Obligations
    (4,956,000 )    
Retirement of Preferred Shares
    (5,250,000 )    
             
Net Cash Used for Financing Activities
    (12,288,739 )    
             
Net Increase in Cash
    68,833      
Cash at the Beginning of the Period
    41,548      
             
Cash at the End of the Period
  $ 110,381      
             
Supplemental Disclosures of Cash Flow Information
           
Cash Paid During the Year for Interest
  $ 486,388      
             
 
 
15
See Notes to Financial Statements


 

Van Kampen Massachusetts Value Municipal Income Trust
Financial Highlights
 
The following schedule presents financial highlights for one common share of the Trust outstanding throughout the periods indicated.
                                         
    Year Ended October 31,
    2008   2007   2006   2005   2004
     
 
Net Asset Value, Beginning of the Period
  $ 14.81     $ 15.84     $ 15.84     $ 16.44     $ 16.10  
                                         
Net Investment Income
    1.14 (a)     1.09 (a)     1.00 (a)     1.04       1.05  
Net Realized and Unrealized Gain/Loss
    (4.66 )     (1.00 )     0.26       (0.38 )     0.33  
Common Share Equivalent of Distributions
                                       
Paid to Preferred Shareholders:
                                       
Net Investment Income
    (0.34 )     (0.32 )     (0.26 )     (0.16 )     (0.07 )
Net Realized Gain
    -0-       (0.01 )     (0.04 )     (0.01 )     -0-  
                                         
Total from Investment Operations
    (3.86 )     (0.24 )     0.96       0.49       1.31  
Distributions Paid to Common Shareholders:
                                       
Net Investment Income
    (0.79 )     (0.76 )     (0.76 )     (0.94 )     (0.97 )
Net Realized Gain
    -0-       (0.03 )     (0.20 )     (0.15 )     -0-  
                                         
Net Asset Value, End of the Period
  $ 10.16     $ 14.81     $ 15.84     $ 15.84     $ 16.44  
                                         
                                         
Common Share Market Price at End of the Period
  $ 9.55     $ 14.90     $ 14.72     $ 15.20     $ 16.90  
                                         
Total Return* (b)
    –32.01%       6.68%       3.11%       –3.92%       10.62%  
Net Assets Applicable to Common Shares at End of the Period (In millions)
  $ 27.4     $ 39.9     $ 42.6     $ 42.6     $ 44.1  
Ratio of Expenses to Average Net Assets Applicable to Common Shares* (c)
    2.34%       2.53%       1.64%       1.45%       1.58%  
Ratio of Net Investment Income to Average Net Assets Applicable to Common Shares* (c)
    8.32%       7.06%       6.41%       6.35%       6.54%  
Portfolio Turnover
    36%       18%       32%       13%       16%  
*  If certain expenses had not been voluntarily assumed by Van Kampen, total return would have been lower and the ratios would have been as follows:
Ratio of Expenses to Average Net Assets Applicable to Common Shares (c)
    2.75%       2.90%       N/A       N/A       N/A  
Ratio of Net Investment Income to Average Net Assets Applicable to Common Shares (c)
    7.91%       6.69%       N/A       N/A       N/A  
                                         
Supplemental Ratios:                                        
Ratio of Expenses (Excluding Interest and Residual Trust Expenses) to Average Net Assets Applicable to Common Shares (c)
    1.02%       1.19%       1.61%       1.45%       1.58%  
Ratio of Expenses (Excluding Interest and Residual Trust Expenses) to Average Net Assets including Preferred Shares (c)
    .62%       .74%       1.01%       0.92%       1.00%  
Ratio of Net Investment Income to Average Net Assets Applicable to Common Shares (d)
    5.83%       4.89%       4.74%       5.39%       6.08%  
                                         
Senior Securities:                                        
Total Preferred Shares Outstanding
    790       1,000       1,000       1,000       1,000  
Asset Coverage Per Preferred Share (e)
  $ 59,687     $ 64,897     $ 67,615     $ 67,590     $ 69,108  
Involuntary Liquidating Preference Per Preferred Share
  $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000  
Average Market Value Per Preferred Share
  $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000  
                                         
 
(a) Based on average shares outstanding.
(b) Total return assumes an investment at the common share market price at the beginning of the period indicated, reinvestment of all distributions for the period in accordance with the Trust’s dividend reinvestment plan, and sale of all shares at the closing common share market price at the end of the period indicated.
(c) Ratios do not reflect the effect of dividend payments to preferred shareholders.
(d) Ratios reflect the effect of dividend payments to preferred shareholders.
(e) Calculated by subtracting the Trust’s total liabilities (not including the preferred shares) from the Trust’s total assets and dividing this by the number of preferred shares outstanding.
 
N/A=Not Applicable
 
 
16
See Notes to Financial Statements


 

Van Kampen Massachusetts Value Municipal Income Trust
Notes to Financial Statements  n  October 31, 2008
 
1. Significant Accounting Policies
Van Kampen Massachusetts Value Municipal Income Trust (the “Trust”) is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust’s investment objective is to seek to provide common shareholders with a high level of current income exempt from federal income taxes and Massachusetts personal income tax, consistent with preservation of capital. The Trust will invest substantially all of its assets in Massachusetts municipal securities rated investment grade at the time of investment. The trust commenced investment operations on April 30, 1993.
The following is a summary of significant accounting policies consistently followed by the 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 last reported 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. Futures contracts are valued at the settlement price established each day on the exchange on which they are traded. 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 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 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. At October 31, 2008, the Trust had no when-issued or delayed delivery purchase commitments.
 
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 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. The Trust adopted the provisions of the Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”) Accounting for Uncertainty in Income Taxes on April 30, 2008. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax provision taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits
 
 
17


 

Van Kampen Massachusetts Value Municipal Income Trust
Notes to Financial Statements  
n  October 31, 2008  continued
 
in the accompanying financial statements. If applicable, the Trust recognizes interest accrued related to unrecognized tax benefits in “Interest Expense” and penalties in “Other” expenses on the Statement of Operations. The Trust files tax returns with the U.S. Internal Revenue Service and various states. Generally, each of the tax years in the four year period ended October 31, 2008, remains subject to examination by taxing authorities.
The Trust intends to utilize provisions of the federal income tax laws which allow it to carry a realized capital loss forward for eight years following the year of the loss and offset these losses against any future realized capital gains. At October 31, 2008, the Trust had an accumulated capital loss carryforward for tax purposes of $3,307,056 which will expire according to the following schedule:
 
                 
Amount       Expiration
 
$ 240,931           October 31, 2015  
  3,066,125           October 31, 2016  
 
No capital loss carryforward was utilized during 2008.
At October 31, 2008 the cost and related gross unrealized appreciation and depreciation are as follows:
 
             
Cost of investments for tax purposes
  $ 53,147,426      
             
Gross tax unrealized appreciation
  $ 1,160,553      
Gross tax unrealized depreciation
    (7,878,647 )    
             
Net tax unrealized depreciation on investments
  $ (6,718,094 )    
             
 
E. Distribution of Income and Gains The Trust declares and pays monthly dividends from net investment income to common shareholders. Net realized gains, if any, are distributed at least 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 and a portion of futures gains, which are included as ordinary income for tax purposes.
The tax character of distributions paid during the years ended October 31, 2008 and 2007 were as follows:
 
                 
    2008   2007
 
Distributions paid from:
               
Ordinary income
  $ -0-     $ 14,245  
Tax exempt income
    3,044,089       2,912,616  
Long-term capital gain
    -0-       118,868  
                 
    $ 3,044,089     $ 3,045,729  
                 
 
Permanent differences, primarily due to accretion and amortization resulted in the following reclassifications among the Trust’s components of net assets at October 31, 2008:
 
                     
Accumulated Undistributed
  Accumulated
   
Net Investment Income   Net Realized Loss   Paid in Surplus
 
$ (1,423 )   $ 1,423     $ -0-  
 
 
18


 

Van Kampen Massachusetts Value Municipal Income Trust
Notes to Financial Statements  
n  October 31, 2008  continued
 
As of October 31, 2008 the components of distributable earnings on a tax basis were as follows:
 
         
Undistributed tax-exempt income
  $ 247,639  
 
Net realized gains or losses may differ for financial reporting and tax purposes primarily as a result of gains or losses recognized for tax purposes but not for book.
 
F. Floating Rate Note Obligations Related to Securities Held The Trust enters into transactions in which it transfers to dealer trusts fixed rate bonds in exchange for cash and residual interests in the dealer trusts’ assets and cash flows, which are in the form of inverse floating rate investments. The dealer trusts fund the purchases of the fixed rate bonds by issuing floating rate notes to third parties and allowing the Trust to retain residual interests in the bonds. The Trust enters into shortfall agreements with the dealer trusts, which commit the Trust to pay the dealer trusts, in certain circumstances, the difference between the liquidation value of the fixed rate bonds held by the dealer trusts and the liquidation value of the floating rate notes held by third parties, as well as any shortfalls in interest cash flows. The residual interests held by the Trust (inverse floating rate investments) include the right of the Trust (1) to cause the holders of the floating rate notes to tender their notes at par at the next interest rate reset date, and (2) to transfer the municipal bond from the dealer trusts to the Trust, thereby collapsing the dealer trusts. The Trust accounts for the transfer of bonds to the dealer trusts as secured borrowings, with the securities transferred remaining in the Trust’s investment assets, and the related floating rate notes reflected as Trust liabilities under the caption “Floating Rate Note Obligations” on the Statement of Assets and Liabilities. The Trust records the interest income from the fixed rate bonds under the caption “Interest” and records the expenses related to floating rate note obligations and any administrative expenses of the dealer trusts under the caption “Interest and Residual Trust Expenses” on the Trust’s Statement of Operations. The notes issued by the dealer trusts have interest rates that reset weekly and the floating rate note holders have the option to tender their notes to the dealer trusts for redemption at par at each reset date. At October 31, 2008, Trust investments with a value of $18,240,205 are held by the dealer trusts and serve as collateral for the $12,170,000 in floating rate notes outstanding at that date. Contractual maturities of the floating rate notes and interest rates in effect at October 31, 2008 are presented on the Portfolio of Investments. The average floating rate notes outstanding and average annual interest and fee rate related to residual interests during the year ended October 31, 2008 were $16,062,682 and 3.028%, respectively.
 
2. Investment Advisory Agreement and Other Transactions with Affiliates
Under the terms of the Trust’s Investment Advisory Agreement, Van Kampen Asset Management (the “Adviser”) will provide investment advice and facilities to the Trust for an annual fee payable monthly of .55% of the average daily net assets including current preferred shares and leverage of $5,250,000 entered into to retire previously issued preferred shares of the Trust. The Adviser has agreed to waive investment advisory fees equal to 0.25% of the average daily net assets including current preferred shares and leverage of $5,250,000 entered into to retire previously issued preferred shares of the Trust. During the period ended
 
 
19


 

Van Kampen Massachusetts Value Municipal Income Trust
Notes to Financial Statements  
n  October 31, 2008  continued
 
October 31, 2008, the Adviser waived approximately $153,000 of its advisory fees. This waiver is voluntary and can be discontinued at any time.
For the year ended October 31, 2008, the Trust recognized expenses of approximately $4,100 representing legal services provided by Skadden, Arps, Slate, Meagher & Flom LLP, of which a trustee of the Trust is a partner of such firm and he and his law firm provide legal services as legal counsel to the Trust.
Under separate Legal Services, Accounting Services and Chief Compliance Officer (CCO) Employment agreements, the Adviser provides accounting and legal services and the CCO provides compliance services to the Trust. The costs of these services are allocated to each trust. For the year ended October 31, 2008, the Trust recognized expenses of approximately $41,300 representing Van Kampen Investments Inc.’s or its affiliates’ (collectively “Van Kampen”) cost of providing accounting and legal services to the Trust, as well as the salary, benefits and related costs of the CCO and related support staff paid by Van Kampen. Services provided pursuant to the Legal Services agreement are reported as part of “Professional Fees” on the Statement of Operations. Services provided pursuant to the Accounting Services and CCO Employment agreement are reported as part of “Accounting and Administrative Expenses” on the Statement of Operations.
Certain officers and trustees of the Trust are also officers and directors of Van Kampen. The Trust does not compensate its officers or trustees who are also officers of Van Kampen.
The Trust provides deferred compensation and retirement plans for its trustees who are not officers of Van Kampen. Under the deferred compensation plan, trustees may elect to defer all or a portion of their compensation to a later date. Benefits under the retirement plan are payable upon retirement for a ten-year period and are based upon each trustee’s years of service to the Trust. The maximum annual benefit per trustee under the plan is $2,500.
 
3. Capital Transactions
For the years ended October 31, 2008 and 2007, transactions in common shares were as follows:
 
                 
    Year Ended
  Year Ended
    October 31, 2008   October 31, 2007
 
Beginning Shares
    2,693,843       2,690,767  
Shares Issued Through Dividend Reinvestment
    3,015       3,076  
Shares Repurchased*
    -0-       -0-  
                 
Ending Shares
    2,696,858       2,693,843  
                 
 
*  On February 28, 2007, the Trust commenced a share repurchase program for purposes of enhancing stockholder value and reducing the discount at which the Trust’s shares trade from their net asset value. For the years ended October 31, 2008 and 2007, the Trust did not repurchase any of its shares. The Trust may repurchase its outstanding shares at such time and in such amounts as it believes such activity will further the accomplishment of the foregoing objectives, subject to review of the Trustees.
 
4. Investment Transactions
During the period, the cost of purchases and proceeds from sales of investments, excluding short-term investments, were $26,524,869 and $37,083,877, respectively.
 
 
20


 

Van Kampen Massachusetts Value Municipal Income Trust
Notes to Financial Statements  
n  October 31, 2008  continued
 
5. Derivative Financial Instruments
A derivative financial instrument in very general terms refers to a security whose value is “derived” from the value of an underlying asset, reference rate or index.
In order to seek to manage the interest rate exposure of the Trust’s portfolio in a changing interest rate environment, the Trust may purchase or sell financial futures contracts or engage in transactions involving interest rate swaps, caps, floors or collars. The Trust expects to enter into these transactions primarily as a hedge against anticipated interest rate or fixed-income market changes, for duration management or for risk management purposes, but may also enter into these transactions to generate additional income. All of the Trust’s portfolio holdings, including derivative instruments, are marked to market each day with the change in value reflected in the unrealized appreciation/depreciation. Upon disposition, a realized gain or loss is generally recognized.
Summarized below are the specific types of derivative financial instruments used by the Trust.
 
A. Futures Contracts A futures contract is an agreement involving the delivery of a particular asset on a specified future date at an agreed upon price. The Trust generally invests in exchange traded futures contracts on U.S. Treasury Bonds and Notes and typically closes the contract prior to the delivery date. These contracts are generally used to manage the Trust’s effective maturity and duration. Upon entering into futures contracts, the Trust maintains an amount of cash or liquid securities with a value equal to a percentage of the contract amount with either a futures commission merchant pursuant to the rules and regulations promulgated under the 1940 Act, or with its custodian in an account in the broker’s name. This amount is known as initial margin. During the period the futures contract is open, payments are received from or made to the broker based upon changes in the value of the contract (the variation margin). The risk of loss associated with a futures contract is in excess of the variation margin reflected on the Statement of Assets and Liabilities.
Transactions in futures contracts for the year ended October 31, 2008, were as follows:
 
             
    Contracts    
 
Outstanding at October 31, 2007
    93      
Futures Opened
    130      
Futures Closed
    (223 )    
             
Outstanding at October 31, 2008
    0      
             
 
B. Inverse Floating Rate Securities The Trust may invest a portion of its assets in inverse floating rate instruments, either through outright purchases of inverse floating rate securities or through the transfer of bonds to a dealer trust in exchange for cash and residual interests in the dealer trust. These investments are typically used by the Trust in seeking to enhance the yield of the portfolio or used as an alternative form of leverage in order to redeem a portion of the Trust’s preferred shares. These instruments typically involve greater risks than a fixed rate municipal bond. In particular, these instruments are acquired through leverage or may have leverage embedded in them and therefore involve many of the risks associated with leverage. Leverage is a speculative technique that may expose the Trust to greater risk and increased costs. Leverage may cause the Trust’s net asset value to be more volatile than if it had not been leveraged because leverage tends to magnify the effect of any increases or
 
 
21


 

Van Kampen Massachusetts Value Municipal Income Trust
Notes to Financial Statements  
n  October 31, 2008  continued
 
decreases in the value of the Trust’s portfolio securities. The use of leverage may also cause the Trust to liquidate portfolio positions when it may not be advantageous to do so in order to satisfy its obligations with respect to inverse floating rate instruments.
 
6. Preferred Shares
As of October 31, 2008 the Trust has outstanding 790 Auction Preferred Shares (APS). Dividends are cumulative and the dividend rate is currently reset every seven days through an auction process. Beginning on February 15, 2008 and continuing through October 31, 2008, all series of preferred shares of the Trust were not successfully remarketed. As a result, the dividend rates of these preferred shares were reset to the maximum applicable rate on APS. The rate in effect on October 31, 2008 was 3.306%. During the year ended October 31, 2008 the rates ranged from 2.483% to 10.205%.
The Trust pays annual fees equivalent to .25% of the preferred share liquidation value for the remarketing efforts associated with the preferred auctions. These fees are included as a component of “Preferred Share Maintenance” expense on the Statement of Operations.
The APS are redeemable at the option of the Trust in whole or in part at the liquidation value of $25,000 per share plus accumulated and unpaid dividends. The Trust is subject to certain asset coverage tests and the APS are subject to mandatory redemption if the tests are not met.
The Trust entered into additional inverse floating rate securities as an alternative form of leverage in order to redeem and retire a portion of its preferred shares. For the year ended October 31, 2008, transactions in preferred shares were as follows:
 
                 
    Shares   Value
 
Outstanding at October 31, 2007
    1,000     $ 25,000,000  
Amount Retired
    (210 )     (5,250,000 )
                 
Outstanding at October 31, 2008
    790     $ 19,750,000  
                 
 
7. Indemnifications
The Trust enters into contracts that contain a variety of indemnifications. The Trust’s maximum exposure under these arrangements is unknown. However, the Trust has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
 
8. Accounting Pronouncements
In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. As of October 31, 2008 the Adviser does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain measurements reported on the Statement of Operations for a fiscal period.
On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on
 
 
22


 

Van Kampen Massachusetts Value Municipal Income Trust
Notes to Financial Statements  
n  October 31, 2008  continued
 
derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years and interim periods beginning after November 15, 2008. At this time, management is evaluating the implications of FAS 161 and its impact on the financial statements has not yet been determined.
 
 
 
23


 

Van Kampen Massachusetts Value Municipal Income Trust
Report of Independent Registered Public Accounting Firm
 
To the Board of Trustees and Shareholders of
Van Kampen Massachusetts Value Municipal Income Trust
 
We have audited the accompanying statement of assets and liabilities of Van Kampen Massachusetts Value Municipal Income Trust (the “Trust”), including the portfolio of investments, as of October 31, 2008, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2008. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Van Kampen Massachusetts Value Municipal Income Trust as of October 31, 2008, the results of its operations and cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
DELOITTE & TOUCHE LLP
Chicago, Illinois
December 18, 2008
 
 
24


 

Van Kampen Massachusetts Value Municipal Income Trust
Dividend Reinvestment Plan
 
The dividend reinvestment plan (the “Plan”) offers you a prompt and simple way to reinvest your dividends and capital gains distributions into additional shares of the Trust. Under the Plan, the money you earn from dividends and capital gains distributions will be reinvested automatically in more shares of the Trust, allowing you to potentially increase your investment over time.
 
Plan benefits
 
• Add to your account
 
You may increase your shares in the Trust easily and automatically with the Plan.
 
• Low transaction costs
 
Shareholders who participate in the Plan are able to buy shares at below-market prices when the Trust is trading at a premium to its net asset value. In addition, transaction costs are low because when new shares are issued by the Trust, there is no brokerage fee, and when shares are bought in blocks on the open market, the brokerage commission is shared among all participants.
 
• Convenience
 
You will receive a detailed account statement from Computershare Trust Company, N.A., which administers the Plan, whenever shares are reinvested for you. The statement shows your total distributions, date of investment, shares acquired, and price per share, as well as the total number of shares in your reinvestment account. You can also access your account via the Internet. To do this, please go to vankampen.com.
 
• Safekeeping
 
Computershare Trust Company, N.A. will hold the shares it has acquired for you in safekeeping.
 
How to participate in the Plan
 
If you own shares in your own name, you can participate directly in the Plan. If your shares are held in “street name”—in the name of your brokerage firm, bank, or other financial institution—you must instruct that entity to participate on your behalf. If they are unable to participate on your behalf, you may request that they reregister your shares in your own name so that you may enroll in the Plan.
If you choose to participate in the Plan, your dividends and capital gains distributions will be promptly reinvested for you, automatically increasing your shares. If the Trust is trading at a share price that is equal to its net asset value
 
 
25


 

Van Kampen Massachusetts Value Municipal Income Trust
Dividend Reinvestment Plan  
continued
 
(NAV), you’ll pay that amount for your reinvested shares. However, if the Trust is trading above or below NAV, the price is determined by one of two ways:
  1.  Premium If the Trust is trading at a premium—a market price that is higher than its NAV—you’ll pay either the NAV or 95 percent of the market price, whichever is greater. When the Trust trades at a premium, you’ll pay less for your reinvested shares than an ordinary investor purchasing shares on the stock exchange. Keep in mind, a portion of your price reduction may be taxable because you are receiving shares at less than market price.
  2.  Discount If the Trust is trading at a discount—a market price that is lower than its NAV—you’ll pay the market price for your reinvested shares.
 
How to enroll
 
To enroll in the Plan, please read the Terms and Conditions in the Plan brochure. You can obtain a copy of the Plan Brochure and enroll in the Plan by visiting vankampen.com, calling toll-free (800) 341-2929 or notifying us in writing at Van Kampen Closed End Funds, Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078. Please include the Trust name and account number and ensure that all shareholders listed on the account sign these written instructions. Your participation in the Plan will begin with the next dividend or capital gains distribution payable after Computershare Trust Company, N.A. receives your authorization, as long as they receive it before the “record date,” which is generally ten business days before the dividend is paid. If your authorization arrives after such record date, your participation in the Plan will begin with the following dividend or distribution.
 
Costs of the plan
 
There is no direct charge to you for reinvesting dividends and capital gains distributions because the Plan’s fees are paid by the Trust. However, when applicable, you will pay your portion of any brokerage commissions incurred when the new shares are purchased on the open market. These brokerage commissions are typically less than the standard brokerage charges for individual transactions, because shares are purchased for all participants in blocks, resulting in lower commissions for each individual participant. Any brokerage commissions or service fees are averaged into the purchase price.
 
Tax implications
 
The automatic reinvestment of dividends and capital gains distributions does not relieve you of any income tax that may be due on dividends or distributions.
 
 
26


 

Van Kampen Massachusetts Value Municipal Income Trust
Dividend Reinvestment Plan  
continued
 
You will receive tax information annually to help you prepare your federal and state income tax returns.
Van Kampen does not offer tax advice. The tax information contained herein is general and is not exhaustive by nature. It was not intended or written to be used, and it cannot be used by any taxpayer, for avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Federal and state tax laws are complex and constantly changing. Shareholders should always consult a legal or tax advisor for information concerning their individual situation.
 
How to withdraw from the Plan
 
To withdraw from the Plan please visit vankampen.com or call (800) 341-2929 or notify us in writing at the address below.
Van Kampen Closed-End Funds
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
All shareholders listed on the account must sign any written withdrawal instructions. If you withdraw, you have three options with regard to the shares held in your account:
  1.  If you opt to continue to hold your non-certificated shares, they will be held by Computershare Trust Company N.A.
  2.  If you opt to sell your shares through Van Kampen, we will sell all full and fractional shares and send the proceeds via check to your address of record after deducting brokerage commissions and a $2.50 service fee.
  3.  You may sell your shares through your financial advisor through the Direct Registration Systems (“DRS”). DRS is a service within the securities industry that allows Trust shares to be held in your name in electronic format. You retain full ownership of your shares, without having to hold a stock certificate.
The Trust and Computershare Trust Company, N.A. may amend or terminate the Plan. Participants will receive written notice at least 30 days before the effective date of any amendment. In the case of termination, Participants will receive written notice at least 30 days before the record date for the payment of any dividend or capital gains distribution by the Trust. In the case of amendment or termination necessary or appropriate to comply with applicable law or the rules and policies of the Securities and Exchange Commission or any other regulatory authority, such written notice will not be required.
 
To obtain a complete copy of the Dividend Reinvestment Plan, please call our Client Relations department at 800-341-2929 or visit vankampen.com.
 
 
 
27


 

Van Kampen Massachusetts Value Municipal Income Trust
Board of Trustees, Officers, and Important Addresses
 
     
Board of Trustees
David C. Arch
Jerry D. Choate
Rod Dammeyer
Linda Hutton Heagy
R. Craig Kennedy
Howard J Kerr
Jack E. Nelson
Hugo F. Sonnenschein
Wayne W. Whalen*
– Chairman
Suzanne H. Woolsey
 
Officers
Edward C. Wood III
President and Principal Executive Officer
Dennis Shea
Vice President
Kevin Klingert
Vice President
Amy R. Doberman
Vice President
Stefanie V. Chang Yu
Vice President and Secretary
John L. Sullivan
Chief Compliance Officer
Stuart N. Schuldt
Chief Financial Officer and Treasurer
  Investment Adviser
Van Kampen Asset Management
522 Fifth Avenue
New York, New York 10036
 
Custodian
State Street Bank
and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
 
Transfer Agent
Computershare Trust Company, N.A.
c/o Computershare Investor Services
P.O. Box 43078
Providence, Rhode Island 02940-3078
 
Legal Counsel
Skadden, Arps, Slate,
Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
 
Independent Registered
Public Accounting Firm
Deloitte & Touche LLP
111 South Wacker Drive
Chicago, Illinois 60606-4301
 
 
For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Trust during its taxable year ended October 31, 2008. The Trust designated 100% of the income distributions as a tax-exempt income distribution. In January, the Trust provides tax information to shareholders for the preceding calendar year.
 
 
* “Interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended.
 
 
28


 

Van Kampen Massachusetts Value Municipal Income Trust
Results of Shareholder Votes
 
The Annual Meeting of the Shareholders of the Trust was held on June 18, 2008, where shareholders voted on the election of trustees.
 
With regard to the election of the following trustees by common shareholders of the Trust:
 
                 
    # of Shares
    In Favor   Withheld
 
 
R. Craig Kennedy
    2,378,269       154,417  
Jack E. Nelson
    2,379,454       153,232  
 
With regard to the election of the following trustee by preferred shareholders of the Trust:
 
                 
    # of Shares
    In Favor   Withheld
 
 
Hugo F. Sonnenschein
    850       129  
 
The other trustees of the Trust whose terms did not expire in 2008 are David C. Arch, Jerry D. Choate, Rod Dammeyer, Linda Hutton Heagy, Howard J Kerr, Wayne W. Whalen and Suzanne H. Woolsey.
 
 
29


 

Van Kampen Massachusetts Value Municipal Income Trust
Trustee and Officer Information
 
 
The business and affairs of the Fund are managed under the direction of the Fund’s Board of Trustees and the Fund’s officers appointed by the Board of Trustees. The tables below list the trustees and executive officers of the Fund and their principal occupations during the last five years, other directorships held by trustees and their affiliations, if any, with Van Kampen Investments, the Adviser, the Distributor, Van Kampen Advisors Inc., Van Kampen Exchange Corp. and Investor Services. The term “Fund Complex” includes each of the investment companies advised by the Adviser as of the date of this Annual Report. Trustees of the Fund 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   Fund   Served   During Past 5 Years   By Trustee   Held by Trustee
 
David C. Arch (63)
Blistex Inc.
1800 Swift Drive
Oak Brook, IL 60523
  Trustee   Trustee
since 1993
  Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     81     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of the Heartland Alliance, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan.
 
 
30


 

                         
Van Kampen Massachusetts Value Municipal Income Trust
Trustee and Officer Information  continued
                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   Fund   Served   During Past 5 Years   By Trustee   Held by Trustee
 
Jerry D. Choate (70)
33971 Selva Road
Suite 130
Dana Point, CA 92629
  Trustee   Trustee
since 2003
  Prior to January 1999, Chairman and Chief Executive Officer of the Allstate Corporation (“Allstate”) and Allstate Insurance Company. Prior to January 1995, President and Chief Executive Officer of Allstate. Prior to August 1994, various management positions at Allstate.     81     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of Amgen Inc., a biotechnological company, and Valero Energy Corporation, an independent refining company.
Rod Dammeyer (68)
CAC, LLC
4370 LaJolla Village Drive
Suite 685
San Diego, CA 92122-1249
  Trustee   Trustee
since 1993
  President of CAC, LLC, a private company offering capital investment and management advisory services.     81     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of Quidel Corporation, Stericycle, Inc., and Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc. Prior to January 2004, Director of TeleTech Holdings Inc. and Arris Group, Inc.
 
 
31


 

                         
Van Kampen Massachusetts Value Municipal Income Trust
Trustee and Officer Information  continued
                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   Fund   Served   During Past 5 Years   By Trustee   Held by Trustee
 
Linda Hutton Heagy† (60)
4939 South Greenwood
Chicago, IL 60615
  Trustee   Trustee
since 2003
  Prior to February 2008, Managing Partner of Heidrick & Struggles, an international executive search firm. Prior to 1997, Partner of Ray & Berndtson, Inc., an executive recruiting firm. Prior to 1995, Executive Vice President of ABN AMRO, N.A., a bank holding company. Prior to 1990, Executive Vice President of The Exchange National Bank.     81     Trustee/Director/Managing General Partner of funds in the Fund Complex. Trustee on the University of Chicago Medical Center Board, Vice Chair of the Board of the YMCA of Metropolitan Chicago and a member of the Women’s Board of the University of Chicago.
R. Craig Kennedy (56)
1744 R Street, NW
Washington, DC 20009
  Trustee   Trustee
since 2003
  Director and President of the German Marshall Fund of the United States, an independent U.S. foundation created to deepen understanding, promote collaboration and stimulate exchanges of practical experience between Americans and Europeans. Formerly, advisor to the Dennis Trading Group Inc., a managed futures and option company that invests money for individuals and institutions. Prior to 1992, President and Chief Executive Officer, Director and member of the Investment Committee of the Joyce Foundation, a private foundation.     81     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of First Solar, Inc.
Howard J Kerr (73)
14 Huron Trace
Galena, IL 61036
  Trustee   Trustee
since 1993
  Prior to 1998, President and Chief Executive Officer of Pocklington Corporation, Inc., an investment holding company.     81     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of the Lake Forest Bank & Trust. Director of the Marrow Foundation.
 
 
32


 

                         
Van Kampen Massachusetts Value Municipal Income Trust
Trustee and Officer Information  continued
                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   Fund   Served   During Past 5 Years   By Trustee   Held by Trustee
 
Jack E. Nelson (72)
423 Country Club Drive
Winter Park, FL 32789
  Trustee   Trustee
since 2003
  President of Nelson Investment Planning Services, Inc., a financial planning company and registered investment adviser in the State of Florida. President of Nelson Ivest Brokerage Services Inc., a member of the Financial Industry Regulatory Authority (“FINRA”), 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.     81     Trustee/Director/Managing General Partner of funds in the Fund Complex.
Hugo F. Sonnenschein (68)
1126 E. 59th Street
Chicago, IL 60637
  Trustee   Trustee
since 1994
  President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     81     Trustee/Director/Managing General Partner of funds in the Fund Complex. Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences.
 
 
33


 

                         
Van Kampen Massachusetts Value Municipal Income Trust
Trustee and Officer Information  continued
                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   Fund   Served   During Past 5 Years   By Trustee   Held by Trustee
 
Suzanne H. Woolsey, Ph.D. (67)
815 Cumberstone Road
Harwood, MD 20776
  Trustee   Trustee
since 2003
  Chief Communications Officer of the National Academy of Sciences/National Research Council, an independent, federally chartered policy institution, from 2001 to November 2003 and Chief Operating Officer from 1993 to 2001. Prior to 1993, Executive Director of the Commission on Behavioral and Social Sciences and Education at the National Academy of Sciences/National Research Council. From 1980 through 1989, Partner of Coopers & Lybrand.     81     Trustee/Director/Managing General Partner of funds in the Fund Complex. Trustee of Changing World Technologies, Inc., an energy manufacturing company, since July 2008. Director of Fluor Corp., an engineering, procurement and construction organization, since January 2004. Director of Intelligent Medical Devices, Inc., a symptom based diagnostic tool for physicians and clinical labs. Director of the Institute for Defense Analyses, a federally funded research and development center, Director of the German Marshall Fund of the United States, Director of the Rocky Mountain Institute and Trustee of California Institute of Technology and the Colorado College.
 
 
34


 

Van Kampen Massachusetts Value Municipal Income Trust
Trustee and Officer Information  continued
 
                         
Interested Trustee*
                Number of
   
        Term of
      Funds in
   
        Office and
      Fund
   
    Position(s)
  Length of
      Complex
   
Name, Age and Address
  Held with
  Time
  Principal Occupation(s)
  Overseen
  Other Directorships
of Independent Trustee   Fund   Served   During Past 5 Years   By Trustee   Held by Trustee
 
Wayne W. Whalen* (69)
333 West Wacker Drive
Chicago, IL 60606
  Trustee   Trustee
since 1993
  Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex.     81     Trustee/Director/Managing General Partner of funds in the Fund Complex. Director of the Abraham Lincoln Presidential Library Foundation.
 
As indicated above, prior to February 2008, Ms. Heagy was an employee of Heidrick and Struggles, an international executive search firm (“Heidrick”). Heidrick has been (and may continue to be) engaged by Morgan Stanley from time to time to perform executive searches. Such searches have been done by professionals at Heidrick without any involvement by Ms. Heagy. Ethical wall procedures exist to ensure that Ms. Heagy will not have any involvement with any searches performed by Heidrick for Morgan Stanley. Ms. Heagy does not receive any compensation, directly or indirectly, for searches performed by Heidrick for Morgan Stanley.
 
* Mr. Whalen is an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) 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.
 
 
35


 

Van Kampen Massachusetts Value Municipal Income Trust
Trustee and Officer Information  continued
 
             
Officers:
        Term of
   
        Office and
   
    Position(s)
  Length of
   
Name, Age and
  Held with
  Time
  Principal Occupation(s)
Address of Officer   Fund   Served   During Past 5 Years
 
Edward C. Wood III (52)
1 Parkview Plaza - Suite 100
Oakbrook Terrace, IL 60181
  President and
Principal Executive
Officer
  Officer
since 2008
  President and Principal Executive Officer of funds in the Fund Complex since November 2008. Managing Director of Van Kampen Investments Inc., the Adviser, the Distributor, Van Kampen Advisors Inc. and Van Kampen Exchange Corp. since December 2003. Chief Administrative Officer of Van Kampen Investments Inc., the Adviser, Van Kampen Advisors Inc. and Van Kampen Exchange Corp. since December 2002. Chief Operating Officer of the Distributor since December 2002. Director of Van Kampen Advisors Inc., the Distributor and Van Kampen Exchange Corp. since March 2004. Director of the Adviser since August 2008. Director of Van Kampen Investments Inc. and Van Kampen Investor Services Inc. since June 2008. Previously, Director of the Adviser and Van Kampen Investments Inc. from March 2004 to January 2005.
             
Dennis Shea (55)
522 Fifth Avenue
New York, NY 10036
  Vice President   Officer
since 2006
  Managing Director of Morgan Stanley Investment Advisors Inc., Morgan Stanley Investment Management Inc., the Adviser and Van Kampen Advisors Inc. Chief Investment Officer—Global Equity of the same entities since February 2006. Vice President of Morgan Stanley Institutional and Retail Funds since February 2006. Vice President of funds in the Fund Complex since March 2006. Previously, Managing Director and Director of Global Equity Research at Morgan Stanley from April 2000 to February 2006.
             
Kevin Klingert (45)
522 Fifth Avenue
New York, NY 10036
  Vice President   Officer
since 2008
  Vice President of funds in the Fund Complex since May 2008. Chief Operating Officer of the Fixed Income portion of Morgan Stanley Investment Management Inc. since May 2008. Head of Global Liquidity Portfolio Management and co-Head of Liquidity Credit Research of Morgan Stanley Investment Management since December 2007. Managing Director of Morgan Stanley Investment Management Inc. from December 2007 to March 2008. Previously, Managing Director on the Management Committee and head of Municipal Portfolio Management and Liquidity at BlackRock from October 1991 to January 2007. Assistant Vice President municipal portfolio manager at Merrill Lynch from March 1985 to October 1991.
 
 
36


 

             
Van Kampen Massachusetts Value Municipal Income Trust
Trustee and Officer Information  continued
        Term of
   
        Office and
   
    Position(s)
  Length of
   
Name, Age and
  Held with
  Time
  Principal Occupation(s)
Address of Officer   Fund   Served   During Past 5 Years
 
Amy R. Doberman (46)
522 Fifth Avenue
New York, NY 10036
  Vice President   Officer
since 2004
  Managing Director and General Counsel—U.S. Investment Management; Managing Director of Morgan Stanley Investment Management Inc., Morgan Stanley Investment Advisors 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 since 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 (42)
522 Fifth Avenue
New York, NY 10036
  Vice President
and Secretary
  Officer
since 2003
  Managing Director of Morgan Stanley Investment Management Inc. Vice President and Secretary of funds in the Fund Complex.
             
John L. Sullivan (53)
1 Parkview Plaza - Suite 100
Oakbrook Terrace, IL 60181
  Chief Compliance
Officer
  Officer
since 1998
  Chief Compliance Officer of funds in the Fund Complex since August 2004. Prior to August 2004, Director and Managing Director of Van Kampen Investments, the Adviser, Van Kampen Advisors Inc. and certain other subsidiaries of Van Kampen Investments, Vice President, Chief Financial Officer and Treasurer of funds in the Fund Complex and head of Fund Accounting for Morgan Stanley Investment Management Inc. Prior to December 2002, Executive Director of Van Kampen Investments, the Adviser and Van Kampen Advisors Inc.
             
Stuart N. Schuldt (46)
1 Parkview Plaza - Suite 100
Oakbrook Terrace, IL 60181
  Chief Financial
Officer and
Treasurer
  Officer
since 2007
  Executive Director of Morgan Stanley Investment Management Inc. since June 2007. Chief Financial Officer and Treasurer of funds in the Fund Complex since June 2007. Prior to June 2007, Senior Vice President of Northern Trust Company, Treasurer and Principal Financial Officer for Northern Trust U.S. mutual fund complex.
 
 
37


 

Van Kampen Massachusetts Value Municipal
Income Trust
An Important Notice Concerning Our
U.S. Privacy Policy
 
We are required by federal law to provide you with a copy of our Privacy Policy annually.
 
This Policy applies to current and former individual clients of Van Kampen Investments Inc., Van Kampen Asset Management, Van Kampen Advisors Inc., Van Kampen Funds Inc., Van Kampen Investor Services Inc. and Van Kampen Exchange Corp., as well as current and former individual investors in Van Kampen mutual funds, unit investment trusts, and related companies.
 
This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders, nor is this Policy applicable to individuals who are either beneficiaries of a trust for which we serve as trustee or participants in an employee benefit plan administered or advised by us. This Policy is, however, applicable to individuals who select us to be a custodian of securities or assets in individual retirement accounts, 401(k) accounts, 529 Educational Savings Accounts, accounts subject to the Uniform Gifts to Minors Act, or similar accounts. Please note that we may amend this Policy at any time, and will inform you of any changes to this Policy as required by law.
 
We Respect Your Privacy
 
We appreciate that you have provided us with your personal financial information and understand your concerns about safeguarding such information. We strive to maintain the privacy of such information while we help you achieve your financial objectives. This Policy describes what nonpublic personal information we collect about you, how we collect it, when we may share it with others, and how others may use it. It discusses the steps you may take to limit our sharing of information about you with affiliated Van Kampen companies (“affiliated companies”). It also discloses how you may limit our affiliates’ use of shared information for marketing purposes. Throughout this Policy, we refer to the nonpublic information that personally identifies you or your accounts as “personal information.”
 
1. What Personal Information Do We Collect About You?
 
To better serve you and manage our business, it is important that we collect and maintain accurate information about you. We obtain this information from
 
(continued on next page)
 


 


Van Kampen Massachusetts Value Municipal
Income Trust
An Important Notice Concerning Our
U.S. Privacy Policy  continued
 
applications and other forms you submit to us, from your dealings with us, from consumer reporting agencies and from third parties and other sources. For example:
 
  •   We collect information such as your name, address, e-mail address, phone number and account title.  
 
  •   We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources.  
 
  •   We may obtain information about your creditworthiness and credit history from consumer reporting agencies.  
 
  •   We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements.  
 
  •   If you interact with us through our public and private Web sites, we may collect information that you provide directly through online communications (such as an e-mail address). We may also collect information about your Internet service provider, your domain name, your computer’s operating system and Web browser, your use of our Web sites and your product and service preferences, through the use of ”cookies.” ”Cookies” recognize your computer each time you return to one of our sites, and help to improve our sites’ content and personalize your experience on our sites by, for example, suggesting offerings that may interest you. Please consult the Terms of Use of these sites for more details on our use of cookies.  
 
2. When Do We Disclose Personal Information We Collect About You?
 
To provide you with the products and services you request, to better serve you, to manage our business and as otherwise required or permitted by law, we may disclose personal information we collect about you to other affiliated companies and to nonaffiliated third parties.
 
A. Information We Disclose to Our Affiliated Companies. In order to manage your account(s) effectively, including servicing and processing your transactions, to let you know about products and services offered by us and affiliated companies, to manage our business, and as otherwise required or permitted by law, we may disclose personal information to other affiliated companies. Offers for products and services from
 
(continued on next page)
 


 


Van Kampen Massachusetts Value Municipal
Income Trust
An Important Notice Concerning Our
U.S. Privacy Policy  continued
 
affiliated companies are developed under conditions designed to safeguard your personal information.
 
B. Information We Disclose to Third Parties. We do not disclose personal information that we collect about you to nonaffiliated third parties except to enable them to provide marketing services on our behalf, to perform joint marketing agreements with other financial institutions, and as otherwise required or permitted by law. For example, some instances where we may disclose information about you to third parties include: for servicing and processing transactions, to offer our own products and services, to protect against fraud, for institutional risk control, to respond to judicial process or to perform services on our behalf. When we share personal information with a nonaffiliated third party, they are required to limit their use of personal information to the particular purpose for which it was shared and they are not allowed to share personal information with others except to fulfill that limited purpose.
 
3. How Do We Protect the Security and Confidentiality of Personal Information We Collect About You?
 
We maintain physical, electronic and procedural security measures to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information. Third parties that provide support or marketing services on our behalf may also receive personal information, and we require them to adhere to confidentiality standards with respect to such information.
 
4. How Can You Limit the Sharing of Certain Types of Personal Information With Affiliated Companies?
 
We respect your privacy and offer you choices as to whether we share with affiliated companies personal information that was collected to determine your eligibility for products and services you request (“eligibility information”). Please note that, even if you direct us not to share eligibility information with affiliated companies (“opt-out”), we may still share personal information, including eligibility information, with those companies in circumstances excluded from the opt-out under applicable law, such as to process transactions or to service your account. We may also share certain other types of personal information with affiliated companies—such as your name, address, telephone number, e-mail address and account number(s), and information about your transactions and experiences with us.
 
(continued on next page)
 


 


Van Kampen Massachusetts Value Municipal
Income Trust
An Important Notice Concerning Our
U.S. Privacy Policy  continued
 
5. How Can You Limit the Use of Certain Types of Personal Information by Affiliated Companies for Marketing?
 
You may limit affiliated companies from marketing their products or services to you based on your personal information that they receive from affiliated companies. This information includes your income, assets and account history. Your choice to limit marketing offers from affiliated companies will apply until you tell us to change your choice.
 
If you wish to opt-out of sharing and to limit marketing offers, you may do so by:
 
  •   Calling us at (800) 847-2424
Monday-Friday between 8 a.m. and 8 p.m. (ET)
 
 
  •   Writing to us at the following address:
Van Kampen Privacy Department
Harborside Financial Center, Plaza Two, 3rd Floor
Jersey City, NJ 07311
 
 
If you choose to write to us, your written request should include your name, address, telephone number and account number(s) to which the opt-out applies and should not be sent with any other correspondence. In order to process your request, we require that the request be provided by you directly and not through a third party.
 
If you have previously notified us about your privacy preferences, it is not necessary to do so again unless you decide to change your preferences. Your opt-out preference will remain in effect with respect to this Policy (as it may be amended) until you notify us otherwise in writing. If you have a joint account, your direction for us not to share this information with other affiliated companies and for those affiliated companies not to use your personal information for marketing will be applied to all account holders on that account.
 
Please understand that if you opt-out, you and any joint account holders may not receive information about affiliated company products and services that could help you manage your financial resources and achieve your investment objectives.
 
If you hold more than one account with Van Kampen, you may receive multiple privacy policies from us, and would need to follow the directions stated in each particular policy for each account you have with us.
 
(continued on back)
 


 


Van Kampen Massachusetts Value Municipal
Income Trust
An Important Notice Concerning Our
U.S. Privacy Policy  continued
 
SPECIAL NOTICE TO RESIDENTS OF VERMONT
 
This section supplements our Policy with respect to our individual clients who have a Vermont address and supersedes anything to the contrary in the above Policy with respect to those clients only.
 
The State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with affiliated companies and nonaffiliated third parties other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with nonaffiliated third parties or other affiliated companies unless you provide us with your written consent to share such information (“opt-in”).
 
If you wish to receive offers for investment products and services offered by or through other affiliated companies, please notify us in writing at the following address:
 
      Van Kampen Privacy Department
Harborside Financial Center, Plaza Two, 3rd Floor
Jersey City, NJ 07311
 
 
Your authorization should include your name, address, telephone number and account number(s) to which the opt-in applies and should not be sent with any other correspondence. In order to process your authorization, we require that the authorization be provided by you directly and not through a third-party.
 
 
Van Kampen Funds Inc.
522 Fifth Avenue
New York, New York 10036
www.vankampen.com
 
Copyright ©2008 Van Kampen Funds Inc.
All rights reserved. Member FINRA/SIPC
 
VMVANN 12/08
IU08-06090P-Y10/08
(VAN KAMPEN INVESTMENTS LOGO)
 


 

Item 2. Code of Ethics.
(a) The Trust has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Trust or a third party.
(b)   No information need be disclosed pursuant to this paragraph.
 
(c)   Due to personnel changes at the Adviser, the list of covered officers set forth in Exhibit B was amended in June 2008 and November 2008 and the general counsel’s designee set forth in Exhibit C was amended in January 2008. All three editions of Exhibit B and both editions of Exhibit C are attached.
 
(d)   Not applicable.
 
(e)   Not applicable.
 
(f)    
  (1)   The Trust’s Code of Ethics is attached hereto as Exhibit 12(1).
 
  (2)   Not applicable.
 
  (3)   Not applicable.
Item 3. Audit Committee Financial Expert.
The Trust’s Board of Trustees has determined that it has three “audit committee financial experts” serving on its audit committee, each of whom are “independent” Trustees : Rod Dammeyer, Jerry Choate and R. Craig Kennedy. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.

 


 

Item 4. Principal Accountant Fees and Services.
(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:
2008
                 
    Registrant   Covered Entities(1)
Audit Fees
  $ 31,435       N/A  
 
               
Non-Audit Fees
               
Audit-Related Fees
  $ 415 (3)   $ 215,000 (2)
Tax Fees
  $ 2,750 (4)   $ 0  
All Other Fees
  $ 0     $ 0  
Total Non-Audit Fees
  $ 3,165     $ 215,000  
 
               
Total
  $ 34,600     $ 215,000  
2007
                 
    Registrant   Covered Entities(1)
Audit Fees
  $ 28,275       N/A  
 
               
Non-Audit Fees
               
Audit-Related Fees
  $ 400 (3)   $ 244,200 (2)
Tax Fees
  $ 1,600 (4)   $ 0
All Other Fees
  $ 0     $ 0  
Total Non-Audit Fees
  $ 2,000     $ 244,200  
 
               
Total
  $ 30,275     $ 244,200  
 
N/A- Not applicable, as not required by Item 4.
 
(1)   Covered Entities include the Adviser (excluding sub-advisors) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant.
 
(2)   Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements of the Covered Entities’ and funds advised by the Adviser or its affiliates, specifically attestation services provided in connection with a SAS 70 Report.
 
(3)   Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements of the Registrant, specifically annual agreed upon procedures for rating agencies.
 
(4)   Tax Fees represent tax advice and compliance services provided in connection with the review of the Registrant’s tax.

 


 

(e)(1) The audit committee’s pre-approval policies and procedures are as follows:
JOINT AUDIT COMMITTEE
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY AND PROCEDURES
OF THE
VAN KAMPEN FUNDS
AS ADOPTED JULY 23, 2003 AND AMENDED MAY 26, 20041
1. STATEMENT OF PRINCIPLES
     The Audit Committee of the Board is required to review and, in its sole discretion, pre-approve all Covered Services to be provided by the Independent Auditors to the Fund and Covered Entities in order to assure that services performed by the Independent Auditors do not impair the auditor’s independence from the Fund.2
     The SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee’s administration of the engagement of the independent auditor. The SEC’s rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”); or require the specific pre-approval of the Audit Committee (“specific pre-approval”). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the Independent Auditors. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee (or by any member of the Audit Committee to which pre-approval authority has been delegated) if it is to be provided by the Independent Auditors. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.
     For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the Independent Auditors are best positioned to provide the most effective and efficient services, for reasons such as its familiarity with the Fund’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Fund’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative.
     The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine for each fiscal year, the appropriate ratio between the total amount of fees for Audit, Audit-related and Tax services for the Fund (including any Audit-related or Tax service fees for Covered Entities that were subject to pre-approval), and the total amount of fees for certain permissible non-audit services classified as All Other services for the Fund (including any such services for Covered Entities subject to pre-approval).
     The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers and provides a different period and states otherwise. The Audit Committee will annually review and pre-approve the services that may be provided by the Independent Auditors without obtaining specific pre-approval
 
1   This Joint Audit Committee Audit and Non-Audit Services Pre-Approval Policy and Procedures (the “Policy”), amended as of the date above, supercedes and replaces all prior versions that may have been amended from time to time.
 
2   Terms used in this Policy and not otherwise defined herein shall have the meanings as defined in the Joint Audit Committee Charter.

 


 

from the Audit Committee. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.
     The purpose of this Policy is to set forth the policy and procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the Independent Auditors to management.
     The Fund’s Independent Auditors have reviewed this Policy and believes that implementation of the Policy will not adversely affect the Independent Auditors’ independence.
2. Delegation
     As provided in the Act and the SEC’s rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.
3. Audit Services
     The annual Audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the Independent Auditors to be able to form an opinion on the Fund’s financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit. The Audit Committee will monitor the Audit services engagement as necessary, but no less than on a quarterly basis, and will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items.
     In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the Independent Auditors reasonably can provide. Other Audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
     The Audit Committee has pre-approved the Audit services in Appendix B.1. All other Audit services not listed in Appendix B.1 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
4. Audit-related Services
     Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or, to the extent they are Covered Services, the Covered Entities’ financial statements, or that are traditionally performed by the Independent Auditors. Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant general pre-approval to Audit-related services. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Forms N-SAR and/or N-CSR.

 


 

     The Audit Committee has pre-approved the Audit-related services in Appendix B.2. All other Audit-related services not listed in Appendix B.2 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
5. Tax Services
     The Audit Committee believes that the Independent Auditors can provide Tax services to the Fund and, to the extent they are Covered Services, the Covered Entities, such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the Independent Auditors may provide such services. Hence, the Audit Committee believes it may grant general pre-approval to those Tax services that have historically been provided by the Independent Auditors, that the Audit Committee has reviewed and believes would not impair the independence of the Independent Auditors, and that are consistent with the SEC’s rules on auditor independence. The Audit Committee will not permit the retention of the Independent Auditors in connection with a transaction initially recommended by the Independent Auditors, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with Director of Tax or outside counsel to determine that the tax planning and reporting positions are consistent with this policy.
     Pursuant to the preceding paragraph, the Audit Committee has pre-approved the Tax Services in Appendix B.3. All Tax services involving large and complex transactions not listed in Appendix B.3 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated), including tax services proposed to be provided by the Independent Auditors to any executive officer or trustee/director/managing general partner of the Fund, in his or her individual capacity, where such services are paid for by the Fund (generally applicable only to internally managed investment companies).
6. All Other Services
     The Audit Committee believes, based on the SEC’s rules prohibiting the Independent Auditors from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.
     The Audit Committee has pre-approved the All Other services in Appendix B.4. Permissible All Other services not listed in Appendix B.4 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
     A list of the SEC’s prohibited non-audit services is attached to this policy as Appendix B.5. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these services and the applicability of exceptions to certain of the prohibitions.
7. Pre-Approval Fee Levels or Budgeted Amounts
     Pre-approval fee levels or budgeted amounts for all services to be provided by the Independent Auditors will be established annually by the Audit Committee. Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services. For each fiscal year, the Audit Committee may determine the appropriate ratio between the total amount of fees for Audit, Audit-related, and Tax services for the Fund (including any Audit-related or Tax services fees for Covered Entities subject to pre-approval), and the total amount of fees for certain permissible non-audit services classified as All Other services for the Fund (including any such services for Covered Entities subject to pre-approval).

 


 

8. Procedures
     All requests or applications for services to be provided by the Independent Auditors that do not require specific approval by the Audit Committee will be submitted to the Fund’s Chief Financial Officer and must include a detailed description of the services to be rendered. The Fund’s Chief Financial Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the Independent Auditors. Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the Independent Auditors and the Fund’s Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.
     The Audit Committee has designated the Fund’s Chief Financial Officer to monitor the performance of all services provided by the Independent Auditors and to determine whether such services are in compliance with this Policy. The Fund’s Chief Financial Officer will report to the Audit Committee on a periodic basis on the results of its monitoring. A sample report is included as Appendix B.7. Both the Fund’s Chief Financial Officer and management will immediately report to the chairman of the Audit Committee any breach of this Policy that comes to the attention of the Fund’s Chief Financial Officer or any member of management.
9. Additional Requirements
     The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the Independent Auditors and to assure the auditor’s independence from the Fund, such as reviewing a formal written statement from the Independent Auditors delineating all relationships between the Independent Auditors and the Fund, consistent with Independence Standards Board No. 1, and discussing with the Independent Auditors its methods and procedures for ensuring independence.
10. Covered Entities
     Covered Entities include the Fund’s investment adviser(s) and any entity controlling, controlled by or under common control with the Fund’s investment adviser(s) that provides ongoing services to the Fund(s). Beginning with non-audit service contracts entered into on or after May 6, 2003, the Fund’s audit committee must pre-approve non-audit services provided not only to the Fund but also to the Covered Entities if the engagements relate directly to the operations and financial reporting of the Fund. This list of Covered Entities would include:
- -  Van Kampen Investments Inc.

- -  Van Kampen Asset Management

- -  Van Kampen Advisors Inc.

- -  Van Kampen Funds Inc.

- -  Van Kampen Investor Services Inc.

- -  Morgan Stanley Investment Management Inc.

- -  Morgan Stanley Trust Company

- -  Morgan Stanley Investment Management Ltd.

- -  Morgan Stanley Investment Management Company

- -  Morgan Stanley Asset & Investment Trust Management Company Ltd.
(e)(2) Beginning with non-audit service contracts entered into on or after May 6, 2003, the audit committee also is required to pre-approve services to Covered Entities to the extent that the services

 


 

are determined to have a direct impact on the operations or financial reporting of the Registrant. 100% of such services were pre-approved by the audit committee pursuant to the Audit Committee’s pre-approval policies and procedures (included herein).
(f) Not applicable.
(g) See table above.
(h) The audit committee of the Board of Trustees has considered whether the provision of services other than audit services performed by the auditors to the Registrant and Covered Entities is compatible with maintaining the auditors’ independence in performing audit services.
Item 5. Audit Committee of Listed Registrants.
(a) The Trust has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act whose members are: R. Craig Kennedy, Jerry Choate and Rod Dammeyer.
(b) Not applicable.
Item 6. Schedule of Investments.
(a) Please refer to Item #1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Trust invests in exclusively non-voting securities and therefore this item is not applicable to the Trust.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
PORTFOLIO MANAGEMENT. As of the date of this report, the Fund is managed by members of the Municipals team. The team consists of portfolio managers and analysts. Current members of the team jointly and primarily responsible for the day-to-day management of the Fund’s portfolio and the overall execution of the strategy of the Fund are Thomas Byron, a Vice President of the Adviser, Robert W. Wimmel, an Executive Director of the Adviser and William Black, an Executive Director of the Adviser.
Mr. Byron has been associated with the Adviser in an investment management capacity since September 1981 and began managing the Fund in July 2005. Mr. Wimmel has been associated with the Adviser in an investment management capacity since August 1996 and began managing the Fund in November 2001. Mr. Black has been associated with the Adviser as a High Yield Municipal Analyst since June 1998 and began managing the Fund in December 2007.
The composition of the team may change from time to time.
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS
As of October 31, 2008:
Mr. Byron managed 4 registered investment companies with a total of approximately $2.0 billion in assets; no pooled investment vehicles other than registered investment companies; and two other accounts with a total of approximately $561 million in assets.

 


 

Mr. Wimmel managed 16 registered investment companies with a total of approximately $7.0 billion in assets; no pooled investment vehicles other than registered investment companies; and no other accounts.
Mr. Black managed 12 registered investment companies with a total of approximately $9.4 billion in assets; no pooled investment vehicles other than registered investment companies; and no other accounts.
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 Fund, 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 Fund. The portfolio managers of the Fund do not currently manage accounts for other investment companies, pooled investment vehicles or other accounts that charge a performance-based fee. In addition, a conflict of interest could exist to the extent the Adviser has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in the Adviser’s employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If the Adviser manages accounts that engage in short sales of securities of the type in which the Fund invests, the Adviser could be seen as harming the performance of the Fund for the benefit of the accounts engaged in short sales if the short sales cause the market value of the securities to fall. 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 Long-Term Incentive Compensation Program awards — a mandatory program that defers a portion of discretionary year-end compensation into restricted stock units or other awards or other investments based on Morgan Stanley common stock that are subject to vesting and other conditions;
- Investment Management Alignment Plan (IMAP) 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 100% of the IMAP deferral into a combination of the designated open-end funds they manage that are included in the IMAP Fund menu;

 


 

- Voluntary Deferred Compensation Plans — voluntary programs that permit certain employees to elect to defer a portion of their discretionary year-end compensation and directly or notionally invest the deferred amount: (1) across a range of designated investment funds, including funds advised by the Adviser or its affiliates; and/or (2) in Morgan Stanley stock units.
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 funds/accounts managed by the portfolio manager. Investment performance is calculated for one-, three- and five-year periods measured against an appropriate securities market index (or indices) for the funds/accounts managed by the portfolio manager. The assets managed by the portfolio managers in funds, pooled investment vehicles and other accounts are described in “Other Accounts Managed by the Portfolio Managers” above. 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 Inc., and the overall performance of the investment team(s) of which the portfolio is a member.
SECURITIES OWNERSHIP OF PORTFOLIO MANAGERS
As of October 31, 2008, the portfolio managers did not own any shares of the Fund.
Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not Applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 11. Controls and Procedures
(a) The Trust’s principal executive officer and principal financial officer have concluded that the Trust’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Trust in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.
(b) There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 


 

Item 12. Exhibits.
(1) The Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto.
(2)(a) A certification for the Principal Executive Officer of the registrant is attached hereto as part of EX-99.CERT.
(2)(b) A certification for the Principal Financial Officer of the registrant is attached hereto as part of EX-99.CERT.

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Van Kampen Massachusetts Value Municipal Income Trust
         
By:
  /s/ Edward C. Wood III    
Name:
 
 
Edward C. Wood III
   
Title:
  Principal Executive Officer    
Date:
  December 17, 2008    
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
By:
  /s/ Edward C. Wood III    
Name:
 
 
Edward C. Wood III
   
Title:
  Principal Executive Officer    
Date:
  December 17, 2008    
 
       
By:
  /s/ Stuart N. Schuldt    
Name:
 
 
Stuart N. Schuldt
   
Title:
  Principal Financial Officer    
Date:
  December 17, 2008    

 

EX-99.C0DE 2 c47746exv99wc0de.htm EX-99.C0DE EX-99.C0DE
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
ADOPTED JULY 23, 2003,
AS AMENDED AUGUST 10, 2005, SEPTEMBER 22, 2005, SEPTEMBER 19, 2006,
MAY 30, 2007, JUNE 5, 2008 AND NOVEMBER 13, 2008
I.   This Code of Ethics (the “Code”) for the investment companies within the Van Kampen complex identified in Exhibit A (collectively, “Funds” and each, a “Fund”) applies to each Fund’s Principal Executive Officer, President, Principal Financial Officer and Treasurer (or persons performing similar functions) (“Covered Officers” each of whom are set forth in Exhibit B) for the purpose of promoting:
    honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
 
    full, fair, accurate, timely and understandable disclosure in reports and documents that a company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;
 
    compliance with applicable laws and governmental rules and regulations;
 
    prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
 
    accountability for adherence to the Code.
          Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. Any question about the application of the Code should be referred to the General Counsel or his/her designee (who is set forth in Exhibit C).
II.   Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest
     Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes, or appears to interfere, with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.
     Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” (as defined in the Investment Company Act) of the Fund. The Fund’s and its investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside the parameters of this Code, unless or until the General Counsel determines that any violation of such programs and procedures is also a violation of this Code.

 


 

     Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Fund and its investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or for the investment adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Fund and its investment adviser. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the investment adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Boards of Directors/Trustees (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.
     Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.
     Each Covered Officer must not:
    use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally (directly or indirectly);
 
    cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; or
 
    use material non-public knowledge of portfolio transactions made or contemplated for, or actions proposed to be taken by, the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.
     Each Covered Officer must, at the time of signing this Code, report to the General Counsel all affiliations or significant business relationships outside the Morgan Stanley complex and must update the report annually.
     Conflict of interest situations should always be approved by the General Counsel and communicated to the relevant Fund or Fund’s Board. Any activity or relationship that would present such a conflict for a Covered Officer would likely also present a conflict for the Covered Officer if an immediate member of the Covered Officer’s family living in the same household engages in such an activity or has such a relationship. Examples of these include:
    service or significant business relationships as a director on the board of any public or private company;
 
    accepting directly or indirectly, anything of value, including gifts and gratuities in excess of $100 per year from any person or entity with which the Fund has current or prospective business dealings, not including occasional meals or tickets for theatre or sporting events or other similar entertainment;

 


 

      provided it is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;
 
    any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than its investment adviser, principal underwriter, or any affiliated person thereof; and
 
    a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.
III.   Disclosure and Compliance
    Each Covered Officer should familiarize himself/herself with the disclosure and compliance requirements generally applicable to the Funds;
 
    each Covered Officer must not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s Directors/Trustees and auditors, or to governmental regulators and self-regulatory organizations;
 
    each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Funds and their investment advisers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and
 
    it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
IV.   Reporting and Accountability
     Each Covered Officer must:
    upon adoption of the Code (thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Boards that he has received, read and understands the Code;
 
    annually thereafter affirm to the Boards that he has complied with the requirements of the Code;
 
    not retaliate against any other Covered Officer, other officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and
 
    notify the General Counsel promptly if he/she knows or suspects of any violation of this Code. Failure to do so is itself a violation of this Code.
     The General Counsel is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any

 


 

particular situation. However, any waivers3 sought by a Covered Officer must be considered by the Board of the relevant Fund or Funds.
     The Funds will follow these procedures in investigating and enforcing this Code:
    the General Counsel will take all appropriate action to investigate any potential violations reported to him;
 
    if, after such investigation, the General Counsel believes that no violation has occurred, the General Counsel is not required to take any further action;
 
    any matter that the General Counsel believes is a violation will be reported to the relevant Fund’s Audit Committee;
 
    if the directors/trustees/managing general partners who are not “interested persons” as defined by the Investment Company Act (the “Independent Directors/Trustees/Managing General Partners”) of the relevant Fund concur that a violation has occurred, they will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer or other appropriate disciplinary actions;
 
    the Independent Directors/Trustees/Managing General Partners of the relevant Fund will be responsible for granting waivers of this Code, as appropriate; and
 
    any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
V.   Other Policies and Procedures
     This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds’ investment advisers, principal underwriters, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code unless any provision of this Code conflicts with any applicable federal or state law, in which case the requirements of such law will govern. The Funds’ and their investment advisers’ and principal underwriters’ codes of ethics under Rule 17j-1 under the Investment Company Act and Morgan Stanley’s Code of Ethics are separate requirements applying to the Covered Officers and others, and are not part of this Code.
VI.   Amendments
     Any amendments to this Code, other than amendments to Exhibits A, B or C, must be approved or ratified by a majority vote of the Board of each Fund, including a majority of Independent Directors/Trustees/Managing General Partners.
VII.   Confidentiality
 
3   Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics.”

 


 

     All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Independent Directors/Trustees/Managing General Partners of the relevant Fund or Funds and their counsel, the relevant Fund or Funds and their counsel and the relevant investment adviser and its counsel.
VIII.   Internal Use
     The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion
I have read and understand the terms of the above Code. I recognize the responsibilities and obligations incurred by me as a result of my being subject to the Code. I hereby agree to abide by the above Code.
         
     
 
       
Date:
       
 
 
 
   

 


 

EXHIBIT B
Covered Officers
Edward C. Wood III — President and Principal Executive Officer
Stuart N. Schuldt — Chief Financial Officer and Treasurer
EXHIBIT B (Prior to November 13, 2008)
Covered Officers
Jerry W. Miller — President and Principal Executive Officer
Stuart N. Schuldt — Chief Financial Officer and Treasurer
EXHIBIT B (Prior to June 5, 2008)
Covered Officers
Ronald E. Robison — President and Principal Executive Officer
Stuart N. Schuldt — Chief Financial Officer and Treasurer

 


 

EXHIBIT C
General Counsel’s Designee
Amy Doberman
EXHIBIT C (Prior to January 1, 2008)
General Counsel’s Designee
Arthur Lev

 

EX-99.CERT 3 c47746exv99wcert.htm EX-99.CERT EX-99.CERT
I, Edward C. Wood III, certify that:
1.   I have reviewed this report on Form N-CSR of Van Kampen Massachusetts Value Municipal Income Trust;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
  a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
 
  d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: December 17, 2008
         
     
  /s/ Edward C. Wood III    
  Principal Executive Officer   
     

 


 

         
I, Stuart N. Schuldt, certify that:
1.   I have reviewed this report on Form N-CSR of Van Kampen Massachusetts Value Municipal Income Trust;
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.   Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
  a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
 
  d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: December 17, 2008
         
     
  /s/ Stuart N. Schuldt    
  Principal Financial Officer   
     

 

EX-99.906 CERT 4 c47746exv99w906cert.htm EX-99.906 CERT EX-99.906 CERT
         
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Name of Issuer: Van Kampen Massachusetts Value Municipal Income Trust
     In connection with the Report on Form N-CSR (the “Report”) of the above-named issuer for the period ended October 31, 2008 that is accompanied by this certification, the undersigned hereby certifies that:
1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
Date: December 17, 2008
         
     
  /s/ Edward C. Wood III    
  Edward C. Wood III   
  Principal Executive Officer   
 
A signed original of this written statement required by Section 906 has been provided to Van Kampen Massachusetts Value Municipal Income Trust and will be retained by Van Kampen Massachusetts Value Municipal Income Trust and furnished to the Securities and Exchange Commission or its staff upon request. This written statement required by Section 906 is being furnished with this Report, but not being filed as part of this Report.

 


 

Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Name of Issuer: Van Kampen Massachusetts Value Municipal Income Trust
     In connection with the Report on Form N-CSR (the “Report”) of the above-named issuer for the period ended October 31, 2008 that is accompanied by this certification, the undersigned hereby certifies that:
1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
Date: December 17, 2008
         
     
  /s/ Stuart N. Schuldt    
  Stuart N. Schuldt   
  Principal Financial Officer   
 
A signed original of this written statement required by Section 906 has been provided to Van Kampen Massachusetts Value Municipal Income Trust and will be retained by Van Kampen Massachusetts Value Municipal Income Trust and furnished to the Securities and Exchange Commission or its staff upon request. This written statement required by Section 906 is being furnished with this Report, but not being filed as part of this Report.

 

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