VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
SC 13E4, 1998-04-24
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<PAGE>   1
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION APRIL 24, 1998
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
 
                                 SCHEDULE 13E-4
                         ISSUER TENDER OFFER STATEMENT
                      (PURSUANT TO SECTION 13(E)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)
 
                              (AMENDMENT NO.    )
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
                                (NAME OF ISSUER)
 
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
                      (NAME OF PERSON(S) FILING STATEMENT)
 
         Common Shares of Beneficial Interest, Par Value $.01 per Share
                         (Title of Class of Securities)
 
                                   920960-101
                     (CUSIP Number of Class of Securities)
 
                             Ronald A. Nyberg, Esq.
 
            Executive Vice President, General Counsel and Secretary
                       Van Kampen American Capital, Inc.
                               One Parkview Plaza
                           Oakbrook Terrace, IL 60181
                                 (630) 684-6000
      (Name, Address and Telephone Number of Person Authorized to Receive
      Notices and Communications on Behalf of Person(s) Filing Statement)
 
                                   Copies to:
 
                             Wayne W. Whalen, Esq.
                              Thomas A. Hale, Esq.
                Skadden, Arps, Slate, Meagher & Flom (Illinois)
                              333 W. Wacker Drive
                            Chicago, Illinois 60606
                                 (312) 407-0700
 
                                 April 24, 1998
                      (Date Tender Offer First Published,
                       Sent or Given to Security Holders)
 
                           CALCULATION OF FILING FEE
================================================================================
 
Transaction Valuation $8,159,131(a)          Amount of Filing Fees: $1,631.83(b)
- --------------------------------------------------------------------------------
 
================================================================================
 
(a)  Calculated as the aggregate maximum purchase price to be paid for 815,098
     shares in the offer.
 
(b)  Calculated as 1/50 of 1% of the Transaction Valuation.
 
 [ ]   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
       and identify the filing with which the offsetting fee was previously
       paid. Identify the previous filing by registration statement number, or
       the Form or Schedule and the date of its filing.
 
     Amount Previously Paid:
 
     Form or Registration No.:
 
     Filing Party:
 
     Date Filed:
================================================================================
<PAGE>   2
 
ITEM 1. SECURITY AND ISSUER.
 
     (a) The name of the issuer is Van Kampen American Capital Senior Floating
Rate Fund, a non-diversified, closed-end management investment company organized
as a Massachusetts business trust (the "Trust"). The principal executive offices
of the Trust are located at One Parkview Plaza, Oakbrook Terrace, IL 60181.
 
     (b) The title of the securities being sought is common shares of beneficial
interest, par value $0.01 per share (the "Common Shares"). As of April 17, 1998
there were approximately 11,644,261 Common Shares issued and outstanding.
 
     The Trust is seeking tenders for 815,098 Common Shares, at the net asset
value per Common Share, calculated on the day the tender offer expires, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
April 24, 1998 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together constitute the "Offer"). An "Early Withdrawal Charge" will be
imposed on most Common Shares accepted for payment that have been held for less
than one year. A copy of each of the Offer to Purchase and the form of Letter of
Transmittal is attached hereto as Exhibit (a)(1)(ii) and Exhibit (a)(2),
respectively. Reference is hereby made to the Cover Page and Section 1 "Price;
Number of Common Shares" of the Offer to Purchase, which are incorporated herein
by reference. The Trust has been informed that no Trustees, officers or
affiliates of the Trust intend to tender Common Shares pursuant to the Offer.
 
     (c) The Common Shares are not currently traded on an established trading
market.
 
     (d) Not Applicable.
 
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
     (a)-(b) Reference is hereby made to Section 12 "Source and Amount of Funds"
of the Offer to Purchase, which is incorporated herein by reference.
 
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
 
     Reference is hereby made to Section 7 "Purpose of the Offer," Section 8
"Plans or Proposals of the Trust," Section 10 "Interest of Trustees and
Executive Officers; Transactions and Arrangements Concerning the Common Shares,"
Section 11 "Certain Effects of the Offer" and Section 12 "Source and Amount of
Funds" of the Offer to Purchase, which are incorporated herein by reference. In
addition, the Trust regularly purchases and sells assets in its ordinary course
of business. Except as set forth above, the Trust has no plans or proposals
which relate to or would result in (a) the acquisition by any person of
additional securities of the Trust or the disposition of securities of the
Trust; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Trust; (c) a sale or transfer of a
material amount of assets of the Trust; (d) any change in the present Board of
Trustees or management of the Trust, including, but not limited to, any plans or
proposals to change the number or the term of Trustees, or to fill any existing
vacancy on the Board of Trustees or to change any material term of the
employment contract of any executive officer of the Trust; (e) any material
change in the present dividend rate or policy, or indebtedness or capitalization
of the Trust; (f) any other material change in the Trust's structure or
business, including any plans or proposals to make any changes in its investment
policy for which a vote would be required by Section 13 of the Investment
Company Act of 1940; (g) changes in the Trust's declaration of trust, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Trust by any person; (h) a class of equity
securities of the Trust to be delisted from a national securities exchange or to
cease to be authorized to be quoted on an inter-dealer quotation system of a
registered national securities association; (i) a class of equity security of
the Trust becoming eligible for termination of registration under the Investment
Company Act of 1940; or (j) the suspension of the Trust's obligation to file
reports pursuant to Section 15(d) of the Securities Exchange Act of 1934.
 
                                        2
<PAGE>   3
 
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
 
     Reference is hereby made to Section 10 "Interest of Trustees and Executive
Officers; Transactions and Arrangements Concerning the Common Shares" of the
Offer to Purchase and the financial statements included as part of Exhibit
(a)(1)(ii) attached hereto, which are incorporated herein by reference. Except
as set forth therein, there have not been any transactions involving the Common
Shares of the Trust that were effected during the past 40 business days by the
Trust, any executive officer or Trustee of the Trust, any person controlling the
Trust, any executive officer or director of any corporation ultimately in
control of the Trust or by any associate or subsidiary of any of the foregoing,
including any executive officer or director of any such subsidiary.
 
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        THE ISSUER'S SECURITIES.
 
     Reference is hereby made to Section 10 "Interest of Trustees and Executive
Officers; Transactions and Arrangements Concerning the Common Shares" and
Section 12 "Source and Amount of Funds" of the Offer to Purchase which is
incorporated herein by reference. Except as set forth therein, the Trust does
not know of any contract, arrangement, understanding or relationship relating,
directly or indirectly, to the Offer (whether or not legally enforceable)
between the Trust, any of the Trust's executive officers or Trustees, any person
controlling the Trust or any officer or director of any corporation ultimately
in control of the Trust and any person with respect to any securities of the
Trust (including, but not limited to, any contract, arrangement, understanding
or relationship concerning the transfer or the voting of any such securities,
joint ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss, or the giving or withholding of proxies, consents or
authorizations).
 
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
 
     No persons have been employed, retained or are to be compensated by or on
behalf of the Trust to make solicitations or recommendations in connection with
the Offer.
 
ITEM 7. FINANCIAL INFORMATION.
 
     (a)-(b) Reference is hereby made to the unaudited financial statements
included as part of Exhibit (a)(1)(ii) attached hereto, which are incorporated
herein by reference.
 
ITEM 8. ADDITIONAL INFORMATION.
 
     (a) Reference is hereby made to Section 10 "Interests of Trustees and
Executive Officers; Transactions and Arrangements Concerning the Common Shares"
of the Offer to Purchase which is incorporated herein by reference.
 
     (b)-(d) Not applicable.
 
     (e) The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is
incorporated herein by reference in its entirety.
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
 
<TABLE>
    <C>            <S>
      (a)(1)(i)    Advertisement printed in The Wall Street Journal.
           (ii)    Offer to Purchase (including Financial Statements).
         (a)(2)    Form of Letter of Transmittal (including Guidelines for
                   Certification of Taxpayer Identification Number).
      (a)(3)(i)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust
                   Companies and Other Nominees.
           (ii)    Form of Letter to Clients of Brokers, Dealers, Commercial
                   Banks, Trust Companies and Other Nominees.
</TABLE>
 
                                        3
<PAGE>   4
<TABLE>
    <C>            <S>
          (iii)    Form of Letter to Selling Group Members.
           (iv)    Form of Operations Notice
         (a)(4)    Form of Letter to Shareholders who have requested Offer to
                   Purchase.
         (a)(6)    Not applicable.
         (a)(5)    Text of Press Release dated April 24, 1998.
         (c)(1)    Investment Advisory Agreement between Van Kampen American
                   Capital Senior Floating Rate Fund and Van Kampen American
                   Capital Investment Advisory Corp., dated as of December 19,
                   1997.
         (c)(2)    Administration Agreement between Van Kampen American Capital
                   Senior Floating Rate Fund and Van Kampen American Capital,
                   Inc., dated as of December 19, 1997.
         (c)(3)    Offering Agreement between Van Kampen American Capital
                   Senior Floating Rate Fund and Van Kampen American Capital
                   Distributors, Inc., dated as of December 19, 1997.
         (c)(4)    Service Plan of the Van Kampen American Capital Senior
                   Floating Rate Fund.
        (d)-(f)    Not applicable.
</TABLE>
 
                                        4
<PAGE>   5
 
                                   SIGNATURE
 
     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
 
                                          VAN KAMPEN AMERICAN CAPITAL
                                            SENIOR FLOATING RATE FUND
 
<TABLE>
<S>                                            <C>
Dated:  April 24, 1998                         /s/  DENNIS J. McDONNELL
                                               --------------------------------------------------------
                                               Dennis J. McDonnell,
                                               Chairman, President and Trustee
</TABLE>
 
                                        5
<PAGE>   6
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
      EXHIBIT                                DESCRIPTION                          PAGE
      -------                                -----------                          ----
    <S>              <C>                                                          <C>
    (a)(1)(i)        Advertisement printed in The Wall Street Journal............
    (a)(1)(ii)       Offer to Purchase (including Financial Statements)..........
    (a)(2)           Form of Letter of Transmittal (including Guidelines for
                     Certification of Tax Identification Number).................
    (a)(3)(i)        Form of Letter to Brokers, Dealers, Commercial Banks, Trust
                     Companies and Other Nominees................................
    (a)(3)(ii)       Form of Letter to Clients of Brokers, Dealers, Commercial
                     Banks, Trust Companies and Other Nominees...................
    (a)(3)(iii)      Form of Letter to Selling Group Members.....................
    (a)(3)(iv)       Form of Operations Notice...................................
    (a)(4)           Form of Letter to Shareholders who have requested Offer to
                     Purchase....................................................
    (a)(5)           Text of Press Release dated April 24, 1998..................
    (c)(1)           Investment Advisory Agreement between Van Kampen American
                     Capital Senior Floating Rate Fund and Van Kampen American
                     Capital Investment Advisory Corp., dated as of December 19,
                     1997........................................................
    (c)(2)           Administration Agreement between Van Kampen American Capital
                     Senior Floating Rate Fund and Van Kampen American Capital,
                     Inc., dated as of December 19, 1997.........................
    (c)(3)           Offering Agreement between Van Kampen American Capital
                     Senior Floating Rate Fund and Van Kampen American Capital
                     Distributors, Inc., dated as of December 19, 1997...........
    (c)(4)           Service Plan of the Van Kampen American Capital Senior
                     Floating Rate Fund..........................................
</TABLE>

<PAGE>   1
 
                                                               EXHIBIT (a)(1)(i)
 
  This announcement is not an offer to purchase or a solicitation of an offer
     to sell Common Shares. The Offer is made only by the Offer to Purchase
          dated April 24, 1998 and the related Letter of Transmittal.
 The Offer is not being made to, nor will tenders be accepted from or on behalf
                                      of,
        holders of Common Shares in any jurisdiction in which making or
          accepting the Offer would violate that jurisdiction's laws.
 
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
 
                          NOTICE OF OFFER TO PURCHASE
              815,098 OF ITS ISSUED AND OUTSTANDING COMMON SHARES
                      AT NET ASSET VALUE PER COMMON SHARE
 
 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT EASTERN STANDARD
          TIME ON FRIDAY, MAY 22, 1998, UNLESS THE OFFER IS EXTENDED.
 
    Van Kampen American Capital Senior Floating Rate Fund (the "Trust") is
offering to purchase 815,098 of its issued and outstanding common shares of
beneficial interest, par value of $.01 per share ("Common Shares"), at a price
equal to the net asset value per Common Share ("NAV") determined as of 5:00 pm
Eastern Standard Time on Friday, May 22, 1998, the Expiration Date, unless
extended, upon the terms and conditions set forth in the Offer to Purchase dated
April 24, 1998 and the related Letter of Transmittal (which together constitute
the "Offer"). An "Early Withdrawal Charge" will be imposed on most Common Shares
accepted for payment that have been held for less than one year. The NAV on
April 17, 1998 was $10.01 per Common Share. The purpose of the Offer is to
provide liquidity to shareholders since the Trust is unaware of any secondary
market which exists for the Common Shares. The Offer is not conditioned upon the
tender of any minimum number of Common Shares, but is subject to certain
conditions as set forth in the Offer.
    If more than 815,098 Common Shares are duly tendered prior to the expiration
of the Offer, the Trust presently intends to, assuming no changes in the factors
originally considered by the Board of Trustees when it determined to make the
Offer and the other conditions set forth in the Offer, but is under no
obligation to, extend the Offer period, if necessary, and increase the number of
Common Shares that the Trust is offering to purchase to an amount which it
believes will be sufficient to accommodate the excess Common Shares tendered as
well as any Common Shares tendered during the extended Offer period, or purchase
815,098 Common Shares (or such greater number of Common Shares sought) on a pro
rata basis.
    Common Shares tendered pursuant to the Offer may be withdrawn at any time
prior to 12:00 Midnight Eastern Standard Time on May 22, 1998, and, if not yet
accepted for payment by the Trust, Common Shares may also be withdrawn after
June 19, 1998.
    The information required to be disclosed by paragraph (d)(1) of Rule 13e-4
under the Securities Exchange Act of 1934, as amended, is contained in the Offer
to Purchase and is incorporated herein by reference.
    The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.
    Questions and requests for assistance, for current NAV quotations or for
copies of the Offer to Purchase, Letter of Transmittal and any other tender
offer document, may be directed to Van Kampen American Capital Distributors,
Inc. at the address and telephone number below. Copies will be furnished
promptly at no expense to you. Shareholders who do not own Common Shares
directly may tender their Common Shares through their broker, dealer or nominee.
 
                 VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.
                ONE PARKVIEW PLAZA - OAKBROOK TERRACE, IL 60181
                                  800-421-5666
        (Between the hours of 7:00 am to 7:00 pm Central Standard Time)
 
                                 April 24, 1998

<PAGE>   1
 
                                                              EXHIBIT (a)(1)(ii)
 
                          VAN KAMPEN AMERICAN CAPITAL
                           SENIOR FLOATING RATE FUND
 
                           OFFER TO PURCHASE 815,098
                  OF ITS ISSUED AND OUTSTANDING COMMON SHARES
                      AT NET ASSET VALUE PER COMMON SHARE
 
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT EASTERN STANDARD
TIME ON MAY 22, 1998, UNLESS THE OFFER IS EXTENDED. TO ENSURE PROCESSING OF YOUR
REQUEST, A LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE OF IT (TOGETHER
WITH ANY CERTIFICATES FOR COMMON SHARES AND ALL OTHER REQUIRED DOCUMENTS) MUST
BE RECEIVED BY THE DEPOSITARY (AS DEFINED BELOW) ON OR BEFORE MAY 22, 1998.
 
To the Holders of Common Shares of
VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND:
 
     Van Kampen American Capital Senior Floating Rate Fund, a non-diversified,
closed-end management investment company organized as a Massachusetts business
trust (the "Trust"), is offering to purchase up to 815,098 of its common shares
of beneficial interest, with par value of $0.01 per share ("Common Shares"), at
a price (the "Purchase Price") equal to the net asset value per Common Share
("NAV") determined as of 5:00 P.M. Eastern Standard time on the Expiration Date
(as defined herein), upon the terms and conditions set forth in this Offer to
Purchase and the related Letter of Transmittal (which together constitute the
"Offer"). The Offer is scheduled to terminate as of 12:00 Midnight Eastern
Standard time on May 22, 1998, unless extended. An Early Withdrawal Charge (as
defined in Section 3) will be imposed on most Common Shares accepted for payment
that have been held for less than one year. The Common Shares are not currently
traded on an established trading market. The NAV on April 17, 1998 was $10.01
per Common Share. You can obtain current NAV quotations from Van Kampen American
Capital Distributors, Inc. ("VKACDI") by calling (800) 421-5666 between the
hours of 7:00 A.M. and 7:00 P.M. Central Standard time, Monday through Friday,
except holidays. See Section 9.
 
     If more than 815,098 Common Shares are duly tendered prior to the
expiration of the Offer, the Trust presently intends to, subject to the
condition that there have been no changes in the factors originally considered
by the Board of Trustees when it determined to make the Offer and the other
conditions set forth in Section 6, but is under no obligation to, extend the
Offer period, if necessary, and increase the number of Common Shares that the
Trust is offering to purchase to an amount which it believes will be sufficient
to accommodate the excess Common Shares tendered as well as any Common Shares
tendered during the extended Offer period or purchase 815,098 Common Shares (or
such greater number of Common Shares sought) on a pro rata basis.
 
           THIS OFFER IS BEING MADE TO ALL SHAREHOLDERS OF THE TRUST
                 AND IS NOT CONDITIONED UPON ANY MINIMUM NUMBER
                        OF COMMON SHARES BEING TENDERED.
 
          THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 6.
 
                                                                 01 SFR006-04/98
<PAGE>   2
 
                                   IMPORTANT
 
     If you desire to tender all or any portion of your Common Shares, you
should either (1) complete and sign the Letter of Transmittal and mail or
deliver it along with any Common Share certificate(s) and any other required
documents to ACCESS Investor Services, Inc. (the "Depositary") or (2) request
your broker, dealer, commercial bank, trust company or other nominee to effect
the transaction for you. If your Common Shares are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee, you must
contact such broker, dealer, commercial bank, trust company or other nominee if
you desire to tender your Common Shares.
 
     NEITHER THE TRUST NOR ITS BOARD OF TRUSTEES MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH
SHAREHOLDER'S COMMON SHARES. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL
INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE
THEIR OWN DECISIONS WHETHER TO TENDER COMMON SHARES AND, IF SO, HOW MANY COMMON
SHARES TO TENDER.
 
     NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
TRUST AS TO WHETHER SHAREHOLDERS SHOULD TENDER COMMON SHARES PURSUANT TO THE
OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE TRUST.
 
     Questions and requests for assistance may be directed to VKACDI at the
address and telephone number set forth below. Requests for additional copies of
this Offer to Purchase and the Letter of Transmittal should be directed to
VKACDI.
 
April 24, 1998                              VAN KAMPEN AMERICAN CAPITAL
                                              SENIOR FLOATING RATE FUND
Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, IL 60181
 
(800) 421-5666
                                            Depositary: ACCESS Investor
                                            Services, Inc.
                                            By Mail, Hand Delivery or Courier:
                                            7501 Tiffany Springs Parkway
                                            Kansas City, MO 64153
                                            Attn: Van Kampen American Capital
                                               Senior Floating Rate Fund
 
                                        2
<PAGE>   3
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
SECTION                                                                 PAGE
- -------                                                                 ----
<C>       <S>                                                           <C>
   1.     Price; Number of Common Shares..............................    4
   2.     Procedure for Tendering Common Shares.......................    4
   3.     Early Withdrawal Charge.....................................    6
   4.     Withdrawal Rights...........................................    7
   5.     Payment for Shares..........................................    8
   6.     Certain Conditions of the Offer.............................    8
   7.     Purpose of the Offer........................................    9
   8.     Plans or Proposals of the Trust.............................    9
   9.     Price Range of Common Shares; Dividends.....................   10
  10.     Interest of Trustees and Executive Officers; Transactions
          and Arrangements Concerning the Common Shares...............   10
  11.     Certain Effects of the Offer................................   11
  12.     Source and Amount of Funds..................................   11
  13.     Certain Information about the Trust.........................   11
  14.     Additional Information......................................   12
  15.     Certain Federal Income Tax Consequences.....................   12
  16.     Extension of Tender Period; Termination; Amendments.........   13
  17.     Miscellaneous...............................................   13
 
EXHIBIT A: Unaudited Financial Statement dated April 17, 1998      ...  A-1
</TABLE>
 
                                        3
<PAGE>   4
 
     1. PRICE; NUMBER OF COMMON SHARES. The Trust will, upon the terms and
subject to the conditions of the Offer, accept for payment (and thereby
purchase) 815,098 or such lesser number of its issued and outstanding Common
Shares which are properly tendered (and not withdrawn in accordance with Section
4) prior to 12:00 Midnight Eastern Standard time on May 22, 1998 (such time and
date being hereinafter called the "Initial Expiration Date"). The Trust reserves
the right to extend the Offer. See Section 16. The later of the Initial
Expiration Date or the latest time and date to which the Offer is extended is
hereinafter called the "Expiration Date." The Purchase Price of the Common
Shares will be their NAV determined as of 5:00 P.M. Eastern Standard time on the
Expiration Date. The NAV on April 17, 1998 was $10.01 per Common Share. You can
obtain current NAV quotations from VKACDI by calling (800) 421-5666 between the
hours of 7:00 A.M. and 7:00 P.M. Central Standard time, Monday through Friday,
except holidays. Shareholders tendering Common Shares remain entitled to receive
dividends declared on such shares up to the settlement date of the Offer. See
Section 9. The Trust will not pay interest on the Purchase Price under any
circumstances. An Early Withdrawal Charge will be imposed on most Common Shares
accepted for payment that have been held for less than one year. See Section 3.
 
     The Offer is being made to all shareholders of the Trust and is not
conditioned upon any minimum number of Common Shares being tendered. If the
number of Common Shares properly tendered prior to the Expiration Date and not
withdrawn is less than or equal to 815,098 Common Shares (or such greater number
of Common Shares as the Trust may elect to purchase pursuant to the Offer), the
Trust will, upon the terms and subject to the conditions of the Offer, purchase
at NAV all Common Shares so tendered. If more than 815,098 Common Shares are
duly tendered prior to the expiration of the Offer and not withdrawn, the Trust
presently intends to, subject to the condition that there have been no changes
in the factors originally considered by the Board of Trustees when it determined
to make the Offer and the other conditions set forth in Section 6, but is not
obligated to, extend the Offer period, if necessary, and increase the number of
Common Shares that the Trust is offering to purchase to an amount which it
believes will be sufficient to accommodate the excess Common Shares tendered as
well as any Common Shares tendered during the extended Offer period or purchase
815,098 Common Shares (or such greater number of Common Shares sought) on a pro
rata basis.
 
     On April 17, 1998, there were approximately 11,644,261 Common Shares issued
and outstanding and there were approximately 2,333 holders of record of Common
Shares. The Trust has been advised that no trustees, officers or affiliates of
the Trust intend to tender any Common Shares pursuant to the Offer.
 
     The Trust reserves the right, in its sole discretion, at any time or from
time to time, to extend the period of time during which the Offer is open by
giving oral or written notice of such extension to the Depositary and making a
public announcement thereof. See Section 16. There can be no assurance, however,
that the Trust will exercise its right to extend the Offer. If the Trust
decides, in its sole discretion, to increase (except for any increase not in
excess of 2% of the outstanding Common Shares) or decrease the number of Common
Shares being sought and, at the time that notice of such increase or decrease is
first published, sent or given to holders of Common Shares in the manner
specified below, the Offer is scheduled to expire at any time earlier than the
tenth business day from the date that such notice is first so published, sent or
given, the Offer will be extended at least until the end of such ten business
day period.
 
     2. PROCEDURE FOR TENDERING COMMON SHARES.
 
     Proper Tender of Common Shares. Except as otherwise set forth under the
heading "Procedures for Selling Group Members" below, for Common Shares to be
properly tendered pursuant to the Offer, a properly completed and duly executed
Letter of Transmittal (or manually signed facsimile thereof) with any required
signature guarantees, any certificates for such Common Shares, and any other
documents required by the Letter of Transmittal, must be received on or before
the Expiration Date by the Depositary at its address set forth on page 2 of this
Offer to Purchase.
 
     It is a violation of Section 14(e) of the Securities and Exchange Act of
1934 (the "Exchange Act"), and Rule 14e-4 promulgated thereunder, for a person
to tender Common Shares in a partial tender offer for such person's own account
unless at the time of tender and until such time as the securities are accepted
for payment the person so tendering has a net long position equal to or greater
than the amount tendered in (i) the Common Shares and will deliver or cause to
be delivered such shares for purposes of tender to the
                                        4
<PAGE>   5
 
Trust prior to or on the Expiration Date, or (ii) an equivalent security and,
upon the acceptance of his or her tender will acquire the Common Shares by
conversion, exchange, or exercise of such equivalent security to the extent
required by the terms of the Offer, and will deliver or cause to be delivered
the Common Shares so acquired for the purpose of tender to the Trust prior to or
on the Expiration Date.
 
     Section 14(e) and Rule 14e-4 provide a similar restriction applicable to
the tender or guarantee of a tender on behalf of another person.
 
     The acceptance of Common Shares by the Trust for payment will constitute a
binding agreement between the tendering shareholder and the Trust upon the terms
and subject to the conditions of the Offer, including the tendering
shareholder's representation that (i) such shareholder has a net long position
in the Common Shares being tendered within the meaning of Rule 14e-4 promulgated
under the Exchange Act and (ii) the tender of such Common Shares complies with
Rule 14e-4.
 
     Signature Guarantees and Method of Delivery. Signatures on the Letter of
Transmittal are not required to be guaranteed unless (1) the proceeds for the
tendered Common Shares will amount to more than $50,000, (2) the Letter of
Transmittal is signed by someone other than the registered holder of the Common
Shares tendered therewith, or (3) payment for tendered Common Shares is to be
sent to a payee other than the registered owner of such Common Shares and/or to
an address other than the registered address of the registered owner of the
Common Shares. In those instances, all signatures on the Letter of Transmittal
must be guaranteed by a bank or trust company; a broker-dealer; a credit union;
a national securities exchange, registered securities association or clearing
agency; a savings and loan association; or a federal savings bank (an "Eligible
Institution"). If Common Shares are registered in the name of a person or
persons other than the signer of the Letter of Transmittal or (a) if payment is
to be made to, (b) unpurchased Common Shares are to be registered in the name of
or (c) any certificates for unpurchased Common Shares are to be returned to any
person other than the registered owner, then the Letter of Transmittal and, if
applicable, the tendered Common Share certificates must be endorsed or
accompanied by appropriate authorizations, in either case signed exactly as such
name or names appear on the registration of the Common Shares with the
signatures on the certificates or authorizations guaranteed by an Eligible
Institution. If signature is by attorney-in-fact, executor, administrator,
Trustee, guardian, officer of a corporation or another acting in a fiduciary or
representative capacity, other legal documents will be required. See
Instructions 1 and 4 of the Letter of Transmittal.
 
     Payment for Common Shares tendered and accepted for payment pursuant to the
Offer will be made only after receipt by the Depositary on or before the
Expiration Date of a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) and any other documents required by the
Letter of Transmittal. If your Common Shares are evidenced by certificates,
those certificates must be received by the Depositary on or prior to the
Expiration Date.
 
     THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING CERTIFICATES FOR COMMON
SHARES, IS AT THE ELECTION AND RISK OF THE PARTY TENDERING COMMON SHARES. IF
DOCUMENTS ARE SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED
MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED.
 
     Procedures for Selling Group Members. If you are a selling group member, in
order for you to tender any Common Shares pursuant to the Offer, you may place a
confirmed wire order with VKACDI. All confirmed wire orders used to tender
Common Shares pursuant to this Offer must be placed on the Expiration Date only
(wire orders placed on any other date will not be accepted by the Trust). Common
Shares tendered by a wire order are deemed to be tendered when VKACDI receives
the order but subject to the condition subsequent that the settlement
instructions, including (with respect to tendered Common Shares for which the
selling group member is not the registered owner) a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof), any other
documents required by the Letter of Transmittal and any Common Share
certificates, are received by the Depository within three New York Stock
Exchange trading days after receipt by VKACDI of such order.
 
     Determinations of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Trust, in its sole discretion, whose determination shall be
final and binding. The Trust reserves the absolute right to reject any or all
tenders determined by it not to be in appropriate form or the acceptance of or
payment for which may, in the opinion of the Trust's counsel, be
 
                                        5
<PAGE>   6
 
unlawful. The Trust also reserves the absolute right to waive any of the
conditions of the Offer or any defect in any tender with respect to any
particular Common Share(s) or any particular shareholder, and the Trust's
interpretations of the terms and conditions of the Offer will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
must be cured within such times as the Trust shall determine. Tendered Common
Shares will not be accepted for payment unless the defects or irregularities
have been cured within such time or waived. Neither the Trust, VKACDI, the
Depositary nor any other person shall be obligated to give notice of any defects
or irregularities in tenders, nor shall any of them incur any liability for
failure to give such notice.
 
     Federal Income Tax Withholding. To prevent backup federal income tax
withholding equal to 31% of the gross payments made pursuant to the Offer, each
shareholder who has not previously submitted a Form W-9 to the Trust or does not
otherwise establish an exemption from such withholding must notify the
Depositary of such shareholder's correct taxpayer identification number (or
certify that such taxpayer is awaiting a taxpayer identification number) and
provide certain other information by completing the Form W-9 enclosed with the
Letter of Transmittal. Foreign shareholders who are resident aliens and who have
not previously submitted a Form W-9, or other foreign shareholders who have not
previously submitted a Form W-8, to the Trust must do so in order to avoid
backup withholding.
 
     The Depositary will withhold 30% of the gross payments payable to a foreign
shareholder unless the Depositary determines that a reduced rate of withholding
or an exemption from withholding is applicable. (Exemption from backup
withholding does not exempt a foreign shareholder from the 30% withholding). For
this purpose, a foreign shareholder, in general, is a shareholder that is not
(i) a citizen or resident of the United States, (ii) a corporation, partnership
or other entity created or organized in or under the laws of the United States
or any political subdivision thereof, (iii) an estate the income of which is
subject to United States federal income taxation regardless of the source of
such income or (iv) a trust whose administration is subject to the primary
jurisdiction of a United States court and which has one or more United States
fiduciaries who have the authority to control all substantial decisions of the
trust. The Depositary will determine a shareholder's status as a foreign
shareholder and eligibility for a reduced rate of, or an exemption from,
withholding by reference to the shareholder's address and to any outstanding
certificates or statements concerning eligibility for a reduced rate of, or
exemption from, withholding unless facts and circumstances indicate that
reliance is not warranted. A foreign shareholder who has not previously
submitted the appropriate certificates or statements with respect to a reduced
rate of, or exemption from, withholding for which such shareholder may be
eligible should consider doing so in order to avoid over-withholding. A foreign
shareholder may be eligible to obtain a refund of tax withheld if such
shareholder meets one of the three tests for capital gain or loss treatment
described in Section 15 or is otherwise able to establish that no tax or a
reduced amount of tax was due.
 
     For a discussion of certain other federal income tax consequences to
tendering shareholders, see Section 15.
 
     3. EARLY WITHDRAWAL CHARGE. The Depositary will impose an early withdrawal
charge (the "Early Withdrawal Charge") on most Common Shares accepted for
payment which have been held less than one year. The Early Withdrawal Charge
will be imposed on a number of Common Shares accepted for payment from a record
holder of Common Shares the value of which exceeds the aggregate value at the
time the tendered Common Shares are accepted for payment of (a) all Common
Shares owned by such holder that were purchased more than one year prior to such
acceptance, (b) all Common Shares owned by such holder that were acquired
through reinvestment of distributions, and (c) the increase, if any, of value of
all other Common Shares owned by such holder (namely, those purchased within the
one year preceding acceptance for payment) over the purchase price of such
Common Shares. The Early Withdrawal Charge will be paid to VKACDI on behalf of
the holder of the Common Shares. In determining whether an Early Withdrawal
Charge is payable, Common Shares accepted for payment pursuant to the Offer
shall be deemed to be those
 
                                        6
<PAGE>   7
 
Common Shares purchased earliest by the Shareholder. Any Early Withdrawal Charge
which is required to be imposed will be made in accordance with the following
schedule.
 
<TABLE>
<CAPTION>
                                                                EARLY
                     YEAR OF REPURCHASE                       WITHDRAWAL
                       AFTER PURCHASE                           CHARGE
                     ------------------                       ----------
<S>                                                           <C>
First.......................................................     1.0%
Second and following........................................     0.0%
</TABLE>
 
     The following example will illustrate the operation of the Early Withdrawal
Charge. Assume that an investor purchases $10,000 worth of the Trust's Common
Shares for cash and that 9 months later the value of the account has grown
through the reinvestment of dividends and capital appreciation to $12,000. The
investor then may submit for repurchase pursuant to a tender offer up to $2,000
worth of Common Shares without incurring an Early Withdrawal Charge. If the
investor should submit for repurchase pursuant to a tender offer $5,000 worth of
Common Shares, the 1.0% Early Withdrawal Charge would be imposed on $3,000 worth
of the Common Shares submitted and the charge would be $30.
 
     Exchanges. Tendering shareholders may elect to have the Depositary invest
the cash proceeds from the tender of Common Shares of the Trust in contingent
deferred sales charge shares ("Class C Shares") of certain open-end investment
companies advised by either Van Kampen American Capital Investment Advisory
Corp. or Van Kampen American Capital Asset Management, Inc. and distributed by
VKACDI ("VKAC Funds"). The Early Withdrawal Charge will be waived for Common
Shares tendered pursuant to this election, however, such Class C Shares
immediately become subject to a contingent deferred sales charge schedule
equivalent to the Early Withdrawal Charge schedule of the Trust. Thus, shares of
such VKAC Funds may be subject to a contingent deferred sales charge upon a
subsequent redemption from the VKAC Funds. The purchase of shares of such VKAC
Fund will be deemed to have occurred at the time of the purchase of the Common
Shares of the Trust for calculating the applicable contingent deferred sales
charge.
 
     The prospectus for each VKAC Fund describes its investment objectives and
policies. Shareholders can obtain a prospectus without charge by calling
1-800-341-2911 and should consider these objectives and policies carefully
before making the election described above. Each election to purchase Class C
Shares must involve proceeds from Common Shares which have a net asset value of
at least $500. A tender of Common Shares is a taxable event and may result in a
taxable gain or loss for the shareholders.
 
     A shareholder may make the election described above by completing the
appropriate section on the Letter of Transmittal or by giving proper
instructions to the shareholder's broker or dealer. Although this election to
purchase Class C Shares has been made available as a convenience to the Trust's
shareholders, neither the Trust nor its Board of Trustees makes any
recommendation as to whether shareholders should invest in shares of another
VKAC Fund.
 
     4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section 4,
tenders of Common Shares made pursuant to the Offer will be irrevocable. You may
withdraw Common Shares tendered at any time prior to the Expiration Date and, if
the Common Shares have not yet been accepted for payment by the Trust, at any
time after 12:00 Midnight Eastern Standard time on June 19, 1998.
 
     To be effective, a written, telegraphic, telex or facsimile transmission
notice of withdrawal must be timely received by the Depositary at the address
set forth on page 2 of this Offer to Purchase. Any notice of withdrawal must
specify the name of the person having tendered the Common Shares to be
withdrawn, the number of Common Shares to be withdrawn, and, if certificates
representing such Common Shares have been delivered or otherwise identified to
the Depositary, the name of the registered holder(s) of such Common Shares as
set forth in such certificates if different from the name of the person
tendering the Common Shares. If certificates have been delivered to the
Depositary, then, prior to the release of such certificates, you must also
submit the certificate numbers shown on the particular certificates evidencing
such Common Shares and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution.
 
     All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Trust in its sole discretion,
whose determination shall be final and binding. None of the
 
                                        7
<PAGE>   8
 
Trust, VKACDI, the Depositary or any other person is or will be obligated to
give any notice of any defects or irregularities in any notice of withdrawal,
and none of them will incur any liability for failure to give any such notice.
Common Shares properly withdrawn shall not thereafter be deemed to be tendered
for purposes of the Offer. However, withdrawn Common Shares may be retendered by
following the procedures described in Section 2 prior to the Expiration Date.
 
     5. PAYMENT FOR SHARES. For purposes of the Offer, the Trust will be deemed
to have accepted for payment (and thereby purchased) Common Shares which are
tendered and not withdrawn when, as and if it gives oral or written notice to
the Depositary of its acceptance of such Common Shares for payment pursuant to
the Offer. Upon the terms and subject to the conditions of the Offer, the Trust
will accept for payment (and thereby purchase) Common Shares properly tendered
promptly after the Expiration Date.
 
     Payment for Common Shares purchased pursuant to the Offer will be made by
depositing the aggregate purchase price therefor with the Depositary, which will
act as agent for tendering shareholders for the purpose of receiving payment
from the Trust and either transmitting payment directly to the tendering
shareholders or, in the case of tendering shareholders electing to invest such
proceeds in another VKAC Fund, transmitting payment directly to the transfer
agent for purchase of Class C Shares of the designated VKAC Fund for the account
of such shareholders. In all cases, payment for Common Shares accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary, as required pursuant to the Offer, of a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof), any
certificates representing such Common Shares, if issued, and any other required
documents. Certificates for Common Shares not purchased (see Sections 1 and 6),
or for Common Shares not tendered included in certificates forwarded to the
Depositary, will be returned promptly following the termination, expiration or
withdrawal of the Offer, without expense to the tendering shareholder.
 
     The Trust will pay all transfer taxes, if any, payable on the transfer to
it of Common Shares purchased pursuant to the Offer. If, however, payment of the
purchase price is to be made to, or (in the circumstances permitted by the
Offer) if unpurchased Common Shares are to be registered in the name of any
person other than the registered holder, or if tendered certificates, if any,
are registered or the Common Shares tendered are held in the name of any person
other than the person signing the Letter of Transmittal, the amount of any
transfer taxes (whether imposed on the registered holder or such other person)
payable on account of the transfer to such person will be deducted from the
Purchase Price unless satisfactory evidence of the payment of such taxes, or
exemption therefrom, is submitted. Shareholders tendering Common Shares remain
entitled to receive dividends declared on such shares up to the settlement date
of the Offer. The Trust will not pay any interest on the Purchase Price under
any circumstances. An Early Withdrawal Charge will be imposed on most Common
Shares accepted for payment that have been held for less than one year. See
Section 3. In addition, if certain events occur, the Trust may not be obligated
to purchase Common Shares pursuant to the Offer. See Section 6.
 
     ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO HAS NOT PREVIOUSLY SUBMITTED A
COMPLETED AND SIGNED SUBSTITUTE FORM W-9 AND WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 ENCLOSED WITH THE LETTER OF TRANSMITTAL MAY BE
SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS
PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 2.
 
     6. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of
the Offer, the Trust shall not be required to accept for payment, purchase or
pay for any Common Shares tendered, and may terminate or amend the Offer or may
postpone the acceptance for payment of, the purchase of and payment for Common
Shares tendered, if at any time at or before the time of purchase of any such
Common Shares, any of the following events shall have occurred (or shall have
been determined by the Trust to have occurred) which, in the Trust's sole
judgment in any such case and regardless of the circumstances (including any
action or omission to act by the Trust), makes it inadvisable to proceed with
the Offer or with such purchase or payment: (1) in the reasonable judgment of
the Trustees, there is not sufficient liquidity of the assets of the Trust; (2)
such transactions, if consummated, would (a) impair the Trust's status as a
regulated investment company under the Internal Revenue Code (which would make
the Trust a taxable entity, causing the Trust's taxable income to be taxed at
the Trust level) or (b) result in a failure to comply with applicable asset
 
                                        8
<PAGE>   9
 
coverage requirements; or (3) there is, in the Board of Trustees' reasonable
judgment, any (a) material legal action or proceeding instituted or threatened
challenging such transactions or otherwise materially adversely affecting the
Trust, (b) suspension of or limitation on prices for trading securities
generally on any United States national securities exchange or in the
over-the-counter market, (c) declaration of a banking moratorium by federal or
state authorities or any suspension of payment by banks in the United States,
(d) limitation affecting the Trust or the issuers of its portfolio securities
imposed by federal or state authorities on the extension of credit by lending
institutions, (e) commencement of war, armed hostilities or other international
or national calamity directly or indirectly involving the United States or (f)
other event or condition which would have a material adverse effect on the Trust
or the holders of its Common Shares if the tendered Common Shares are purchased.
 
     The foregoing conditions are for the Trust's sole benefit and may be
asserted by the Trust regardless of the circumstances giving rise to any such
condition (including any action or inaction by the Trust), and any such
condition may be waived by the Trust in whole or in part, at any time and from
time to time in its sole discretion. The Trust's failure at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right; the
waiver of any such right with respect to particular facts and circumstances
shall not be deemed a waiver with respect to any other facts or circumstances;
and each such right shall be deemed an ongoing right which may be asserted at
any time and from time to time. Any determination by the Trust concerning the
events described in this Section 6 shall be final and shall be binding on all
parties.
 
     If the Trust determines to terminate or amend the Offer or to postpone the
acceptance for payment of or payment for Common Shares tendered, it will, to the
extent necessary, extend the period of time during which the Offer is open as
provided in Section 16. Moreover, in the event any of the foregoing conditions
are modified or waived in whole or in part at any time, the Trust will promptly
make a public announcement of such waiver and may, depending on the materiality
of the modification or waiver, extend the Offer period as provided in Section
16.
 
     7. PURPOSE OF THE OFFER. The Trust currently does not believe that an
active secondary market for its Common Shares exists or is likely to develop. In
recognition of the possibility that a secondary market may not develop for the
Common Shares of the Trust, or, if such a market were to develop, the Common
Shares might trade at a discount, the Trustees have determined that it would be
in the best interest of its shareholders for the Trust to take action to attempt
to provide liquidity to shareholders or to reduce or eliminate any future market
value discount from NAV that might otherwise exist, respectively. To that end,
the Trustees presently intend each quarter to consider making a tender offer to
purchase Common Shares at their NAV. The purpose of this Offer is to attempt to
provide liquidity to the holders of Common Shares. There can be no assurance
that this Offer will provide sufficient liquidity to all holders of Common
Shares that desire to sell their Common Shares or that the Trust will make any
such tender offer in the future.
 
     NEITHER THE TRUST NOR ITS BOARD OF TRUSTEES MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH
SHAREHOLDER'S COMMON SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN
THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN
DECISIONS WHETHER TO TENDER COMMON SHARES AND, IF SO, HOW MANY COMMON SHARES TO
TENDER.
 
     8. PLANS OR PROPOSALS OF THE TRUST. Except as set forth in this Section 8,
the Trust has no present plans or proposals which relate to or would result in
any extraordinary transaction such as a merger, reorganization or liquidation
involving the Trust; a sale or transfer of a material amount of assets of the
Trust other than in its ordinary course of business; any material changes in the
Trust's present capitalization (except as resulting from the Offer or otherwise
set forth herein); or any other material changes in the Trust's structure or
business. The Trust's fundamental investment policies and restrictions give the
Trust the flexibility to pursue its investment objective through a fund
structure commonly known as a "master-feeder" structure. If the Trust converts
to a master-feeder structure, the existing shareholders of the Trust would
continue to hold their shares of the Trust and the Trust would become a
feeder-fund of the master-fund. The value of a shareholder's
 
                                        9
<PAGE>   10
 
shares would be the same immediately after any conversion as the value
immediately before such conversion. Use of this master-feeder structure
potentially would result in increased assets invested among the collective
investment vehicle of which the Trust would be a part, thus allowing operating
expenses to be spread over a larger asset base, potentially achieving economies
of scale. The Trust's Board of Trustees presently does not intend to affect any
conversion to a master-feeder structure.
 
     9. PRICE RANGE OF COMMON SHARES; DIVIDENDS. The Trust's NAV per Common
Share from March 27, 1998 (the commencement of investment operations) through
April 17, 1998 ranged from a high of $10.01 to a low of $10.00. On April 17,
1998, the NAV was $10.01 per Common Share. You can obtain current NAV quotations
from VKACDI by calling (800) 421-5666 between the hours of 7:00 A.M. and 7:00
P.M. Central Standard time, Monday through Friday, except holidays. NAV quotes
also may be obtained through the ICI Pricing Service which is released each
Friday evening and published by the Dow Jones Capital Markets Wire Service on
each Friday; published in the New York Times on each Saturday; published in the
Chicago Tribune on each Sunday; and published weekly in Barron's magazine. The
Trust offers and sells its Common Shares to the public on a continuous basis
through VKAC as principal underwriter. The Trust is not aware of any secondary
market trading for the Common Shares. Dividends on the Common Shares are
declared daily and paid monthly.
 
     Since the Fund's commencement date on March 27, 1998 through the
commencement of the Offer, the Fund paid the following dividends per Common
Share held for the entire respective dividend period:
 
<TABLE>
<CAPTION>
                     DIVIDEND PAYMENT                       AMOUNT OF DIVIDEND
                           DATE                              PER COMMON SHARE
                     ----------------                       ------------------
<S>                                                         <C>
April 24, 1998............................................. $0.0325
</TABLE>
 
Shareholders tendering Common Shares remain entitled to receive dividends
declared on such shares up to the settlement date.
 
     10. INTEREST OF TRUSTEES AND EXECUTIVE OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING THE COMMON SHARES. As of April 17, 1998, the trustees
and executive officers of the Trust as a group beneficially owned no Common
Shares. In connection with the Trust's organization on December 19, 1997, Van
Kampen American Capital, Inc., an affiliate of the Trust's investment adviser,
was issued 10,000 Common Shares for $100,000. The Trust has been informed that
no trustee or executive officer or affiliate of the Trust intends to tender any
Common Shares pursuant to the Offer.
 
     Except as set forth in this Section 10, based upon the Trust's records and
upon information provided to the Trust by its trustees, executive officers and
affiliates (as such term is used in the Securities Exchange Act of 1934),
neither the Trust nor, to the best of the Trust's knowledge, any of the trustees
or executive officers of the Trust, nor any affiliates of any of the foregoing,
has effected any transactions in the Common Shares during the forty business day
period prior to the date hereof.
 
     Except as set forth in this Offer to Purchase, neither the Trust nor, to
the best of the Trust's knowledge, any of its affiliates, trustees or executive
officers, is a party to any contract, arrangement, understanding or relationship
with any other person relating, directly or indirectly, to the Offer with
respect to any securities of the Trust (including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations).
 
     The Trust currently is a party to an Investment Advisory Agreement with Van
Kampen American Capital Investment Advisory Corp. (the "Adviser") under which
the Trust accrues daily and pays monthly to the Adviser an investment management
fee based on the per annum rate of: 0.95% of the first $4.0 billion of average
daily net assets of the Trust, 0.90% on the next $3.5 billion, 0.875% on the
next $2.5 billion and 0.85% on average daily net assets over $10.0 billion. The
Trust is a party to an Administration Agreement with Van Kampen American
Capital, Inc. ("VKAC"). Under the Administration Agreement, the Trust pays VKAC
a monthly fee based on the per annum rate of 0.25% of the Trust's average daily
net assets. The Trust is a party to an Offering Agreement with VKACDI. Under the
Offering Agreement, the Trust offers and sells its Common Shares to the public
on a continuous basis through VKACDI as principal underwriter. The Trust has
adopted a Service Plan. Under the Service Plan, the Trust may make service fee
payments for personal
 
                                       10
<PAGE>   11
 
services and/or the maintenance of shareholder accounts to VKACDI and
broker-dealers and other persons in amounts not exceeding 0.25% of the Fund's
average daily net assets for any fiscal year. The Adviser, VKAC and VKACDI are
each indirect, wholly-owned subsidiaries of Morgan Stanley Dean Witter & Co.
 
     11. CERTAIN EFFECTS OF THE OFFER. The purchase of Common Shares pursuant to
the Offer will have the effect of increasing the proportionate interest in the
Trust of shareholders who do not tender their Common Shares. If you retain your
Common Shares you will be subject to any increased risks that may result from
the reduction in the Trust's aggregate assets resulting from payment for the
tendered Common Shares (e.g., greater volatility due to decreased
diversification and higher expenses). However, the Trust believes that since the
Trust is engaged in a continuous offering of the Common Shares, those risks
would be reduced to the extent new Common Shares of the Trust are sold. All
Common Shares purchased by the Trust pursuant to the Offer will be held in
treasury pending disposition.
 
     12. SOURCE AND AMOUNT OF FUNDS. The total cost to the Trust of purchasing
the full 815,098 Common Shares pursuant to the Offer would be approximately
$8,159,131 (assuming a NAV of $10.01 per Common Share on the Expiration Date).
The Trust anticipates that the Purchase Price for any Common Shares acquired
pursuant to the Offer will first be derived from cash on hand, such as proceeds
from sales of new Common Shares of the Trust and specified pay-downs from the
participation interests in senior corporate loans which it has acquired, and
then from the proceeds from the sale of cash equivalents held by the Trust. The
Trust expects to enter into a Credit Agreement, as borrower, with certain banks,
as lenders (the "Financial Institutions"), pursuant to which the Financial
Institutions will provide a credit facility to the Trust. The Trust does not
expect that the Credit Facility will be secured by the assets of the Trust or
other collateral. The Trust expects that the Credit Facility will provide the
Trust with additional liquidity to meet its obligations to purchase Common
Shares pursuant to any tender offer that the Trust may make. Although the Trust
is authorized to borrow money to finance the repurchase of Common Shares, the
Trust currently believes that it has sufficient liquidity to purchase the Common
Shares tendered pursuant to the Offer without utilizing such borrowing. However,
if, in the judgment of the Trustees, there is not sufficient liquidity of the
assets of the Trust to pay for tendered Common Shares, the Trust may terminate
the Offer. See Section 6.
 
     13. CERTAIN INFORMATION ABOUT THE TRUST. The Trust was organized as a
Massachusetts business trust on December 19, 1997 and is a non-diversified,
closed-end management investment company under the Investment Company Act of
1940. The Trust seeks as high a level of current income as is consistent with
the preservation of capital. The Fund seeks to achieve its investment objective
by investing in a professionally managed portfolio of interests in floating or
variable rate senior loans ("Senior Loans") to corporations, partnerships and
other entities ("Borrowers") which operate in a variety of industries and
geographical regions. Although the Trust's NAV will vary, the Trust's policy of
acquiring interests in floating or variable rate Senior Loans is expected to
minimize fluctuations in the Trust's NAV as a result of changes in interest
rates. Senior Loans in which the Trust will invest generally pay interest at
rates which are periodically redetermined by reference to a base lending rate
plus a premium. These base lending rates are generally the prime rate offered by
one or more major United States banks ("Prime Rate"), the London Inter-Bank
Offered Rate ("LIBOR"), the certificate of deposit rate or other base lending
rates used by commercial lenders. The Senior Loans in the Trust's portfolio at
all times have a dollar-weighted average time until next interest rate
redetermination of 90 days or less. As a result, as short-term interest rates
increase, the interest payable to the Trust from its investments in Senior Loans
should increase, and as short-term interest rates decrease, the interest payable
to the Trust on its investments in Senior Loans should decrease. The amount of
time required to pass before the Trust realizes the effects of changing
short-term market interest rates on its portfolio varies with the
dollar-weighted average time until next interest rate redetermination on
securities in the Trust's portfolio.
 
     The Trust has registered as a "non-diversified" investment company so that,
subject to its investment restrictions, it is able to invest more than 5% of the
value of its assets in the obligations of any single issuer, including Senior
Loans of a single Borrower or participations in Senior Loans purchased from a
single lender. To the extent the Trust invests a relatively high percentage of
its assets in obligations of a limited number of issuers, the Trust will be more
susceptible than a more widely diversified investment company to any single
corporate, economic, political or regulatory occurrence.
 
                                       11
<PAGE>   12
 
     VKACDI compensates broker-dealers participating in the continuous offering
of the Trust's Common Shares at a rate of 0.75% of the dollar value of Common
Shares purchased from the Trust by such broker-dealers. VKACDI also compensates
broker-dealers who have entered into sales agreements with VKACDI at an annual
rate, paid quarterly, equal to an amount up to 0.75% of the value of Common
Shares sold by each respective broker-dealer and remaining outstanding after one
year from the date of their original purchase. VKACDI also may provide, from
time to time, additional cash incentives to broker-dealers which employ
representatives who sell a minimum dollar amount of the Common Shares. All such
compensation is or will be paid by VKACDI out of its own assets, and not out of
the assets of the Trust. The compensation paid to such broker-dealers and to
VKACDI, including the compensation paid at the time of purchase, the quarterly
payments, any additional incentives paid from time to time and the Early
Withdrawal Charge, if any, will not in the aggregate exceed applicable
limitations. In addition, the Trust may make service fee payments pursuant to
the Trust's Service Plan for personal services and/or the maintenance of
shareholder accounts to VKACDI and broker-dealers and other persons in amounts
not exceeding 0.25% of the Fund's average daily net assets for any fiscal year.
The Trustees have initially implemented the Service Plan by authorizing service
fee payments to VKACDI and broker-dealers and other persons in amounts not
expected to exceed 0.15% of the Fund's average daily net assets.
 
     The principal executive offices of the Trust are located at One Parkview
Plaza, Oakbrook Terrace, IL 60181.
 
     Reference is hereby made to Section 9 of this Offer to Purchase and the
financial statements attached hereto as Exhibit A which are incorporated herein
by reference.
 
     14. ADDITIONAL INFORMATION. The Trust has filed an Issuer Tender Offer
Statement on Schedule 13E-4 with the Securities and Exchange Commission (the
"Commission") which includes certain additional information relating to the
Offer. Such material may be inspected and copied at prescribed rates at the
Commission's public reference facilities at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549; Jacob K. Javits Federal Building, 26 Federal
Plaza, New York, New York 10278; and, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material may also be obtained by mail at prescribed rates from the Public
Reference Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, the Issuer Tender Offer Statement on Schedule 13E-4 is
available along with other related materials at the Commission's internet
website (http://www.sec.gov).
 
     15. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a
general summary of the federal income tax consequences of a sale of Common
Shares pursuant to the Offer. Shareholders should consult their own tax advisers
regarding the tax consequences of a sale of Common Shares pursuant to the Offer,
as well as the effects of state, local and foreign tax laws.
 
     The sale of Common Shares pursuant to the Offer will be a taxable
transaction for federal income tax purposes, either as a "sale or exchange," or
under certain circumstances, as a "dividend." Under Section 302(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), a sale of Common Shares
pursuant to the Offer generally will be treated as a "sale or exchange" if the
receipt of cash by the shareholder or by the Depositary on behalf of the
shareholder, in the case of a tendering shareholder electing to invest cash
proceeds from the tender of Common Shares in Class C Shares of a designated VKAC
Fund: (a) results in a "complete termination" of the shareholder's interest in
the Trust, (b) is "substantially disproportionate" with respect to the
shareholder, or (c) is "not essentially equivalent to a dividend" with respect
to the shareholder. In determining whether any of these tests has been met,
Common Shares actually owned, as well as Common Shares considered to be owned by
the shareholder by reason of certain constructive ownership rules set forth in
Section 318 of the Code, generally must be taken into account. If any of these
three tests for "sale or exchange" treatment is met, a shareholder will
recognize gain or loss equal to the difference between the amount of cash
received by the shareholder or by the Depositary on behalf of the shareholder,
in the case of a tendering shareholder electing to invest cash proceeds from the
tender of Common Shares in Class C Shares of a designated VKAC Fund, pursuant to
the Offer and the tax basis of the Common Shares sold. If such Common Shares are
held as a capital asset, the gain or loss will be a capital gain or loss. Under
the Taxpayer Relief Act of 1997 (the "1997 Tax Act"), the maximum tax rate
applicable to net capital gains recognized by
 
                                       12
<PAGE>   13
 
individuals and other non-corporate taxpayers is (i) the same as the applicable
ordinary income rate for capital assets held for one year or less, (ii) 28% for
capital assets held for more than one year but not more than 18 months and (iii)
20% for capital assets held for more than 18 months.
 
     If none of the tests set forth in Section 302(b) of the Code is met,
amounts received by a shareholder or by the Depositary on behalf of a
shareholder, as the case may be, who sells Common Shares pursuant to the Offer
will be taxable to the shareholder as a "dividend" to the extent of such
shareholder's allocable share of the Trust's current or accumulated earnings and
profits, and the excess of such amounts received over the portion that is
taxable as a dividend would constitute a non-taxable return of capital (to the
extent of the shareholder's tax basis in the Common Shares sold pursuant to the
Offer) and any amounts in excess of the shareholder's tax basis would constitute
taxable gain. Thus, a shareholder's tax basis in the Common Shares sold will not
reduce the amount of the "dividend." Any remaining tax basis in the Common
Shares tendered to the Trust will be transferred to any remaining Common Shares
held by such shareholder. In addition, if a tender of Common Shares is treated
as a "dividend" to a tendering shareholder, a constructive dividend under
Section 305(c) of the Code may result to a non-tendering shareholder whose
proportionate interest in the earnings and assets of the Trust has been
increased by such tender. The Trust believes, however, that the nature of the
repurchase will be such that a tendering shareholder will qualify for "sale or
exchange" treatment (as opposed to "dividend" treatment).
 
     16. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS.  The Trust
reserves the right, at any time and from time to time, to extend the period of
time during which the Offer is pending by making a public announcement thereof.
In the event that the Trust so elects to extend the tender period, the Purchase
Price for the Common Shares tendered will be determined as of 5:00 P.M. Eastern
Standard time on the Expiration Date, as extended, and the Offer will terminate
as of 12:00 Midnight Eastern Standard time on the Expiration Date, as extended.
During any such extension, all Common Shares previously tendered and not
purchased or withdrawn will remain subject to the Offer. The Trust also reserves
the right, at any time and from time to time up to and including the Expiration
Date, to (a) terminate the Offer and not to purchase or pay for any Common
Shares or, subject to applicable law, postpone payment for Common Shares upon
the occurrence of any of the conditions specified in Section 6, and (b) amend
the Offer in any respect by making a public announcement thereof. Such public
announcement will be issued no later than 9:00 A.M. Eastern Standard time on the
next business day after the previously scheduled Expiration Date and will
disclose the approximate number of Common Shares tendered as of that date.
Without limiting the manner in which the Trust may choose to make a public
announcement of extension, termination or amendment, except as provided by
applicable law (including Rule 13e-4(e)(2)), the Trust shall have no obligation
to publish, advertise or otherwise communicate any such public announcement,
other than by making a release to the Dow Jones News Service.
 
     If the Trust materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Trust will extend the Offer to the extent required by Rule 13e-4 promulgated
under the Exchange Act. These rules require that the minimum period during which
an offer must remain open following material changes in the terms of the offer
or information concerning the offer (other than a change in price or a change in
percentage of securities sought) will depend on the facts and circumstances,
including the relative materiality of such terms or information. If (i) the
Trust increases or decreases the price to be paid for Common Shares, or the
Trust increases the number of Common Shares being sought by an amount exceeding
2% of the outstanding Common Shares, or the Trust decreases the number of Common
Shares being sought and (ii) the Offer is scheduled to expire at any time
earlier than the expiration of a period ending on the tenth business day from,
and including, the date that notice of such increase or decrease is first
published, sent or given, the Offer will be extended at least until the
expiration of such period of ten business days.
 
     17. MISCELLANEOUS. The Offer is not being made to, nor will the Trust
accept tenders from, owners of Common Shares in any jurisdiction in which the
Offer or its acceptance would not comply with the securities or Blue Sky laws of
such jurisdiction. The Trust is not aware of any jurisdiction in which the
making of the Offer or the tender of Common Shares would not be in compliance
with the laws of such jurisdiction. However, the Trust reserves the right to
exclude holders in any jurisdiction in which it is asserted that the
 
                                       13
<PAGE>   14
 
Offer cannot lawfully be made. So long as the Trust makes a good-faith effort to
comply with any state law deemed applicable to the Offer, the Trust believes
that the exclusion of holders residing in such jurisdiction is permitted under
Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction the
securities or Blue Sky laws of which require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on the Trust's behalf by
one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
 
April 24, 1998                              VAN KAMPEN AMERICAN CAPITAL
                                              SENIOR FLOATING RATE FUND
 
                                       14
<PAGE>   15
                          VAN KAMPEN AMERICAN CAPITAL
                           SENIOR FLOATING RATE FUND
                            PORTFOLIO OF INVESTMENTS
                           APRIL 17, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT                                                                                  STATED                                  
(000)     BORROWER                                                                     MATURITY*               VALUE             
- ----------------------------------------------------------------------------------------------------------------------          
<S>       <C>                                                                          <C>               <C>                    
          VARIABLE RATE ** SENIOR LOAN INTERESTS 40.9%                                                                          
          CABLE 4.3%                                                                                                            
5,000       Insight Communication Co., L.P., Term Loan - Cable television 
            systems operator                                                           03/31/05          $   4,998,273 
                                                                                                         ------------- 
          PAPER 3.6%                                                                                                            
4,162       Stone Container Corp., Term Loan - Manufacturer of paper products          10/01/03              4,161,805          
                                                                                                         -------------          
                                                                                                                                
          PRINTING/PUBLISHING 4.3%                                                                                              
5,000       TWP Capital Corp. II, Term Loan - Publisher of yellow pages                10/01/04              5,000,000          
                                                                                                         -------------          
                                                                                                                                
          RESTAURANTS  3.8%                                                                                                     
4,400       Americas Favorite Chicken, Inc., Term Loan - Restaurant chain              06/30/02              4,399,415          
                                                                                                         -------------          
                                                                                                                                
          TEXTILES 4.3%                                                                                                         
5,002       Joan Fabrics Corp., Term Loan - Manufacturer of automobile and 
            furniture textiles                                                         06/30/05              5,002,316          
                                                                                                         -------------          
                                                                                                                                
          TRANSPORTATION 3.8%                                                                                                   
4,450       Gemini Leasing, Inc., Term Loan - Air cargo carrier                        12/12/02              4,450,214          
                                                                                                         -------------          
                                                                                                                                
          WIRELESS COMMUNICATIONS 1.7%                                                                                          
2,000       Nextel Finance Co., Term Loan - Wireless communications service  
            provider                                                                   09/30/06              2,000,000          
                                                                                                         -------------          
                                                                                                                                
          OTHER 15.1%                                                                                                           
17,800      BCP S.P., Ltd., Term Loan - International cellular phone systems   
            owner and operator                                                         03/31/00             17,622,091          
                                                                                                         -------------          
                                                                                                                                
          TOTAL VARIABLE RATE ** SENIOR LOAN INTERESTS                                                                          
                    (Cost $47,659,292)                                                                      47,634,114          
                                                                                                         -------------          
                                                                                                                 
          SHORT-TERM LOAN PARTICIPATIONS  47.8%                                                                  
              American Stores Co. ($5,100,000 par, maturing 04/20/98, yielding 5.54%)                        5,100,000        
              Anadarko (Pete) Corp.  ($5,000,000 par, maturing 04/23/98, yielding 5.67%)                     5,000,000       
              Ashland Oil Co. ($5,000,000 par, maturing 04/20/98, yielding 5.50%)                            5,000,000       
              Champion International Corp. ($5,600,000 par, maturing 04/28/98, yielding 5.70%)               5,600,000       
              Conagra, Inc. ($5,000,000 par, maturing 04/24/98, yielding 5.65%)                              5,000,000       
              Enron Corp.  ($10,000,000 par, maturing 04/20/98, yielding 5.50%)                             10,000,000        
              IKON Office Solutions, Inc. ($5,000,000 par, maturing 04/21/98, yielding 5.66%)                5,000,000       
              International Paper Co. ($10,000,000 par, maturing 04/20/98 to 04/29/98, yielding 
              5.52% to 5.70%)                                                                               10,000,000       
              Western Resources, Inc. ($5,000,000 par, maturing 04/27/98, yielding 5.70%)                    5,000,000       
          TOTAL SHORT-TERM LOAN PARTICIPATIONS                                                           -------------              
                    (Cost $55,700,000)                                                                      55,700,000       
          TOTAL INVESTMENTS  88.7%                                                                       -------------              
                    (Cost $103,359,292)                                                                    103,334,114       
          OTHER ASSETS IN EXCESS OF LIABILITIES  11.3%                                                      13,169,502       
                                                                                                         -------------       
          NET ASSETS  100.0%                                                                             $ 116,503,616       
                                                                                                         =============       
</TABLE>                                                            
                                                                              
      *    Senior Loans in the Fund's portfolio generally are subject to      
           mandatory and/or optional prepayment.  Because of these mandatory  
           prepayment conditions and because there may be significant economic
           incentives for a Borrower to prepay, prepayments of Senior Loans in
           the Fund's portfolio may occur.  As a result, the actual remaining 
           maturity of Senior Loans held in the Fund's portfolio may be       
           substantially less than the stated maturities shown.  Although the 
           Fund is unable to accurately estimate the actual remaining maturity
           of individual Senior Loans, the Fund estimates that the actual     
           average maturity of the Senior Loans held in its portfolio will be 
           approximately 18-24 months.                                        
                                                                              
      **   Senior Loans in which the Fund invests generally pay interest at 
           rates which are periodically redetermined by reference to a
           base lending rate plus a premium.  These base lending rates are
           generally (i) the prime rate offered by one or more major United
           States banks, (ii) the lending rate offered by one or more major
           European banks, such as the London Inter-Bank Offered Rate
           ("LIBOR") and (iii) the certificate of deposit rate.  Senior
           loans are generally considered to be restricted in that the Fund
           ordinarily is contractually obligated to receive approval from
           the Agent Bank and/or borrower prior to the disposition of a
           Senior Loan.                          
                                                                               
                                               See Notes to Financial Statements


                                      A-1

<PAGE>   16
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND

                      STATEMENT OF ASSETS AND LIABILITIES
                           APRIL 17, 1998 (UNAUDITED)

<TABLE>
<S>                                                              <C>
ASSETS:

  Total Investments (Cost $103,359,292)                          $ 103,334,114
  Cash                                                                  28,695
  Receivables:
    Fund Shares Sold                                                13,027,802
    Interest                                                           221,000
  Unamortized Organizational Costs                                     138,159
  Other                                                                143,983
                                                                 -------------
      Total Assets                                                 116,893,753
                                                                 -------------

LIABILITIES:

  Payables:
    Income Distributions                                               212,447
    Organizational Costs                                               140,000
  Accrued Expenses                                                      36,756
  Trustees' Deferred Compensation and Retirement Plans                     934
                                                                 -------------

      Total Liabilities                                                390,137
                                                                 -------------

NET ASSETS                                                       $ 116,503,616
                                                                 =============

NET ASSETS CONSIST OF:
  Common Shares ($.01 par value with an unlimited number of 
    shares authorized, 11,644,261 shares issued and outstanding) $     116,443
  Paid in Surplus                                                  116,329,580
  Accumulated Undistributed Net Investment Income                       85,206
  Accumulated Net Realized Loss                                         (2,435)
  Net Unrealized Depreciation                                          (25,178)
                                                                 -------------

NET ASSETS                                                       $ 116,503,616
                                                                 =============


NET ASSET VALUE PER COMMON SHARE
    ($116,503,616 divided by 11,644,261 shares outstanding)      $       10.01
                                                                 =============
</TABLE>

                                               See Notes to Financial Statements


                                     A-2

<PAGE>   17
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND

                            STATEMENT OF OPERATIONS
                 FOR THE PERIOD MARCH 27, 1998 (COMMENCEMENT OF
              INVESTMENT OPERATIONS) TO APRIL 17, 1998 (UNAUDITED)

<TABLE>
<S>                                                          <C>
INVESTMENT INCOME:
  Interest                                                    $ 369,893
  Fees                                                              168
                                                              ---------

    Total Income                                                370,061
                                                              ---------

EXPENSES:
  Investment Advisory Fee                                        51,755
  Offering Costs                                                 32,877
  Shareholder Services                                           14,219
  Administrative Fee                                             13,620
  Tender Offer                                                    5,051
  Legal                                                           3,024
  Custody                                                         2,452
  Amortization of Organizational Costs                            1,841
  Trustees' Fees and Expenses                                       765
  Other                                                          12,724
                                                              ---------

      Total Expenses                                            138,328
      Less: Deferral of Investment Advisory Fee, 
            Administrative Fee and Reimbursement
            of Other Expenses ($51,755, $13,620 and $545, 
            respectively)                                        65,920
                                                              ---------

      Net Expenses                                               72,408
                                                              ---------

NET INVESTMENT INCOME                                         $ 297,653
                                                              =========

REALIZED AND UNREALIZED GAIN/LOSS:
  Net Realized Loss                                           $  (2,435)
                                                              ---------

  Unrealized Appreciation/Depreciation:
    Beginning of the Period                                           0
    End of the Period                                           (25,178)
                                                              ---------

  Net Unrealized Depreciation During the Period                 (25,178)
                                                              ---------

NET REALIZED AND UNREALIZED LOSS                              $ (27,613)
                                                              =========

NET INCREASE IN NET ASSETS FROM OPERATIONS                    $ 270,040
                                                              =========
</TABLE>

                                               See Notes to Financial Statements


                                     A-3

<PAGE>   18
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND

                       STATEMENT OF CHANGES IN NET ASSETS
                  FOR THE PERIOD MARCH 27, 1998 (COMMENCEMENT
            OF INVESTMENT OPERATIONS) TO APRIL 17, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
                                                      PERIOD ENDED
                                                     APRIL 17, 1998
                                                     --------------
<S>                                                  <C>
FROM INVESTMENT ACTIVITIES:

  Operations:
  Net Investment Income                               $    297,653 
  Net Realized Loss                                         (2,435)
  Net Unrealized Depreciation During the Period            (25,178)
                                                      ------------      

  Change in Net Assets from Operations                     270,040
  Distributions from Net Investment Income                (212,447)
                                                      ------------      
  NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES       57,593
                                                      ------------      

FROM CAPITAL TRANSACTIONS:

  Proceeds from Shares Sold                            116,346,023
                                                      ------------      

TOTAL INCREASE IN NET ASSETS                           116,403,616

NET ASSETS:
    Beginning of the Period                                100,000
                                                      ------------      

    End of the Period (Including undistributed net
    investment income of $85,206)                     $116,503,616
                                                      ============
</TABLE>

                                               See Notes to Financial Statements


                                     A-4

<PAGE>   19
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND

                            STATEMENT OF CASH FLOWS
                  FOR THE PERIOD MARCH 27, 1998 (COMMENCEMENT
            OF INVESTMENT OPERATIONS) TO APRIL 17, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                           <C>
CHANGE IN NET ASSETS FROM OPERATIONS                           $        270,040
                                                               ----------------
Adjustments to Reconcile the Change in Net Assets from
   Operations to Net Cash Used for Operating Activities:
   Increase in Investments at Value                                (103,334,114)
   Increase in Interest and Fees Receivables                           (221,000)
   Increase in Unamortized Organizational Costs                        (138,159)
   Increase in Other Assets                                            (143,983)
   Increase in Organizational Costs Payable                             140,000
   Increase in Accrued Expenses                                          36,756
   Increase in Deferred Compensation and 
    Retirement Plans Expenses                                               934
                                                               ----------------
      Total Adjustments                                            (103,659,566)
                                                               ----------------
NET CASH USED FOR OPERATING ACTIVITIES                             (103,389,526)
                                                               ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Shares Sold                                           103,318,221
                                                               ----------------
   Net Cash Provided by Financing Activities                        103,318,221
                                                               ----------------
NET INCREASE IN CASH                                                    (71,305)
Cash at Beginning of the Period                                         100,000
                                                               ----------------
CASH AT THE END OF THE PERIOD                                  $         28,695
                                                               ================
</TABLE>


                                               See Notes to Financial Statements

                                      A-5

<PAGE>   20
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND


                              FINANCIAL HIGHLIGHTS
       THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE
     OF THE FUND OUTSTANDING THROUGHOUT THE PERIODS INDICATED. (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                   MARCH 27, 1998
                                                                                   (COMMENCEMENT
                                                                                   OF INVESTMENT
                                                                                   OPERATIONS) TO
                                                                                   APRIL 17, 1998
- -------------------------------------------------------------------------------------------------
    <S>                                                                              <C>
    Net Asset Value, Beginning of the Period                                         $     10.000
                                                                                     ------------

    Net Investment Income                                                                   0.033
    Net Realized and Unrealized Loss                                                       (0.002)
                                                                                     ------------

    Total from Investment Operations                                                        0.031                       
                                                                                     ------------

    Less Distributions from Net Investment Income                                           0.026
                                                                                     ------------

    Net Asset Value, End of the Period                                               $     10.005
                                                                                     ============


    Total Return *                                                                          0.36%**

    Net Assets at End of the Period (In millions)                                          $116.5

    Ratio of Expenses to Average Net Assets*                                                1.27%

    Ratio of Net Investment Income to Average Net 
    Assets*                                                                                 6.39%

    Portfolio Turnover                                                                        15%**

    *If certain expenses had not been assumed by VKAC, Total Return would have
     been lower and the ratios would have been as follows:

    Ratio of Expenses to Average Net Assets                                                 2.43%

    Ratio of Net Investment Income to Average Net Assets                                    5.23%

    ** Non-Annualized
</TABLE>

        
                                              See Notes to Financial Statements


                                     A-6
<PAGE>   21

                         VAN KAMPEN AMERICAN CAPITAL
                          SENIOR FLOATING RATE FUND
                        NOTES TO FINANCIAL STATEMENTS
                          APRIL 17, 1998 (UNAUDITED)

1.    SIGNIFICANT ACCOUNTING POLICIES
Van Kampen American Capital Senior Floating Rate Fund (the "Fund") is registered
as a non-diversified closed-end management investment company under the
Investment Company Act of 1940, as amended. The Fund's investment objective is
to provide a high level of current income, consistent with preservation of
capital. The Fund seeks to achieve its objective by investing primarily in a
portfolio of interests in floating or variable rate senior loans to
corporations, partnerships and other entities which operate in a variety of
industries and graphical regions. The Fund commenced investment operations on
March 27, 1998.

   The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in conformity with generally accepted
accounting principles 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 - The value of the Fund's Variable Rate Senior Loan
interests, totaling $47,634,114 (40.9% of net assets) is determined in the
absence of actual market values by Van Kampen American Capital Investment
Advisory Corp. (the "Adviser") following guidelines and procedures established,
and periodically reviewed, by the Board of Trustees. The value of a Variable
Rate Senior Loan interest in the Fund's portfolio is determined with reference
to changes in market interest rates and to the creditworthiness of the
underlying obligor. In valuing Variable Rate Senior Loan interests, the Adviser
considers market quotations and transactions in instruments that the Adviser
believes may be comparable to such Variable Rate Senior Loan interests. In
determining the relationship between such instruments and the Variable Rate
Senior Loan interest, the Adviser considers such factors as the creditworthiness
of the underlying obligor, the current interest rate, the interest rate
redetermination period and the maturity date. To the extent that reliable market
transactions in Variable Rate Senior Loan interest have occurred, the Adviser
also considers pricing information derived from such secondary market
transactions in valuing Variable Rate Senior Loan interests. Because of
uncertainty inherent in the valuation process, the estimated value of a Variable
Rate Senior Loan interest may differ significantly from the value that would
have been used had there been market activity for that Variable Rate Senior Loan
interest. Short-term securities with remaining maturities of 60 days or less are
valued at amortized cost.

B. SECURITY TRANSACTIONS - Investment transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis.

C. INVESTMENT INCOME - Interest income is recorded on an accrual basis. Facility
fees received are treated as market discounts. Market premiums and discounts are
amortized over the stated life of each applicable security.

D. FEDERAL INCOME TAXES - It is the Fund's policy to comply with the
requirements 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 Fund 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 such losses against any future realized capital
gains.

   At April 17, 1998, for federal income tax purposes cost of long- and
short-term investments is $103,359,292, the aggregate gross unrealized
appreciation is $58,214 and the aggregate gross unrealized depreciation is
$83,392 resulting in net unrealized depreciation of $25,178.

E. DISTRIBUTION OF INCOME AND GAINS - The Fund declares daily and pays monthly
dividend from net investment income. Net realized gains, if any, are distributed
annually. Distributions from net realized gains for book purposes may include
short-term capital gains, which are included as ordinary income for tax
purposes.

2.  INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of the Fund's Investment Advisory Agreement, the Adviser will
provide investment advice and facilities to the Fund for an annual fee payable
monthly as follows:

     AVERAGE NET ASSETS               % PER ANNUM
- -----------------------------     --------------------
First $4.0 billion                    .950 of 1%
Next $3.5 billion                     .900 of 1%
Next $2.5 billion                     .875 of 1%
Over $10.0 billion                    .850 of 1%

 In addition, the Fund will pay a monthly administrative fee to Van Kampen
American Capital Distributors, Inc., the Fund's Administrator, at an

                                      A-7


<PAGE>   22


                           VAN KAMPEN AMERICAN CAPITAL
                            SENIOR FLOATING RATE FUND
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           APRIL 17, 1998 (UNAUDITED)


annual rate of .25% of the average net assets of the Fund. The administrative
services to be provided by the Administrator include monitoring the provisions
of the loan agreements and any agreements with respect to participations and
assignments, record keeping responsibilities with respect to interests in
Variable Rate Senior Loans in the Fund's portfolio and providing certain
services to the holders of the Fund's securities.

      ACCESS Investor Services, Inc. ("ACCESS"), an affiliate of the Adviser,
serves as the shareholder servicing agent of the Fund. For the period ended
April 17, 1998, the Fund recognized expenses of approximately $14,200,
representing ACCESS' cost of providing transfer agency and shareholder services
plus a profit.

     Certain officers and trustees of the Fund are also officers and directors
of VKAC. The Fund does not compensate its officers or trustees who are officers
of VKAC.

     The Fund provides deferred compensation and retirement plans for its
trustees who are not officers of VKAC. 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 for a ten-year period and
are based upon each trustee's years of service to the Fund. The maximum annual
benefit per trustee under the plan is $2,500.

3.  CAPITAL TRANSACTIONS
At April 17, 1998, paid in surplus aggregated $116,329,580. 

     Transactions in common shares were as follows:

                                           PERIOD ENDED
                                          APRIL 17, 1998
                                          --------------
Beginning Shares                                 10,000
                                          --------------
Shares Sold                                  11,634,261
Shares Issued Through Dividend
Reinvestment                                        -0-
Shares Repurchased                                  -0-
                                          --------------
Net Increases in Shares Outstanding          11,634,261
Ending Shares                                11,644,261
                                          ==============

4.  INVESTMENT TRANSACTIONS
During the period, the costs of purchases and proceeds from investments sold and
repaid, excluding short-term investments, were $47,653,979 and $5,394,991,
respectively.


5.  TENDER OF SHARES
The Board of Trustees currently intends, each quarter, to consider authorizing
the Fund to make tender offers for all or a portion of its then outstanding
common shares at the then net asset value of the common shares.



6.  EARLY WITHDRAWAL CHARGE
An early withdrawal charge to recover offering expenses will be imposed in
connection with most common shares held for less that one year which are
accepted by the Fund for repurchase pursuant to tender offers. The early
withdrawal charge will be payable to VKAC. Any early withdrawal charge which is
required to be imposed will be made in accordance with the following schedule.

YEAR OF REPURCHASE                WITHDRAWAL CHARGE
- ------------------------      ----------------------
First                                         1.00%

7.    COMMITMENTS
Pursuant to the terms of certain of the Variable Rate Senior Loan agreements,
the Fund had unfunded loan commitments of approximately $-0- as of April 17,
1998. The Fund generally will maintain with its custodian short-term investments
having an aggregate value at least equal to the amount of unfunded loan
commitments.

8.    SENIOR LOAN PARTICIPATION COMMITMENTS
The Fund invests primarily in participations, assignments, or acts as a party to
the primary lending syndicate of a Variable Rate Senior Loan interest to United
States corporations, partnerships, and other entities. When the Fund purchases a
participation of a Senior Loan interest, the Fund typically enters into a
contractual agreement with the lender or other third party selling the
participation, but not with the borrower directly. As such, the Fund assumes the
credit risk of the Borrower, Selling Participant or other persons
interpositioned between the Fund and the Borrower.

   At April 17, 1998, the following sets forth the selling participants with
respect to interests in Senior Loans purchased by the Fund on a participation
basis.

                                   PRINCIPAL
                                      AMOUNT          VALUE
SELLING PARTICIPANT                    (000)          (000)
- ------------------------------------------------------------
Canadian Imperial Bank of
Commerce                             $25,564        $25,562
                                  ===========     ==========


                                      A-8

<PAGE>   23


                           VAN KAMPEN AMERICAN CAPITAL
                            SENIOR FLOATING RATE FUND
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           APRIL 17, 1998 (UNAUDITED)





9.  SERVICE PLAN
The Fund has adopted a Service Plan (the "Service Plan") designed to meet the
service fee requirements of the sales charge rule of the National Association of
Securities Dealers, Inc., as if such rule were applicable. The Service Plan
provides that the Fund may make payments of service fees for personal services
and/or the maintenance of shareholder accounts to VKAC and broker-dealers and
other persons in amounts not exceeding .25% of the Fund's average daily net
assets for any fiscal year. The Trustees of the Fund have initially implemented
the Service Plan by authorizing the Fund to make quarterly service fee payments
to VKAC and broker-dealer in amounts not expected to exceed .15% of the Fund's
average daily net assets for each fiscal year.




                                      A-9

<PAGE>   1
 
                                                                  EXHIBIT (a)(2)
                                LETTER OF TRANSMITTAL
                               REGARDING COMMON SHARES
                                         OF
 
                VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
                     TENDERED PURSUANT TO THE OFFER TO PURCHASE
                                DATED APRIL 24, 1998
<TABLE>
<CAPTION>
        ====
 
<CAPTION>
<S>     <C>
                                   THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT EASTERN STANDARD
                                               TIME ON MAY 22, 1998, UNLESS THE OFFER IS EXTENDED
        ----
 
<CAPTION>
<S>      <C>
<S>      <C>
        ----
</TABLE>
 
          Ladies and Gentlemen:
 
          The undersigned hereby tenders to the Van Kampen American Capital
     Senior Floating Rate Fund, a non-diversified, closed-end management
     investment company organized as a Massachusetts business trust (the
     "Trust"), the common shares of beneficial interest, par value $0.01 per
     share, of the Trust (the "Common Shares") described below in Box No. 1, at
     a price (the "Purchase Price") equal to the net asset value per Common
     Share ("NAV") determined as of 5:00 P.M. Eastern Standard time on the
     Expiration Date (as defined in the Offer to Purchase), upon the terms and
     conditions set forth in the Offer to Purchase, dated April 24, 1998,
     receipt of which is hereby acknowledged, and in this Letter of Transmittal
     and the Instructions hereto (which together constitute the "Offer"). An
     Early Withdrawal Charge (as defined in the Offer to Purchase) will be
     imposed on most Common Shares accepted for payment which have been held for
     less than one year.
 
          Subject to and effective upon acceptance for payment of the Common
     Shares tendered hereby in accordance with the terms of the Offer
     (including, if the Offer is extended or amended, the terms or conditions of
     any such extension or amendment), the undersigned hereby sells, assigns and
     transfers to or upon the order of the Trust all right, title and interest
     in and to all Common Shares tendered hereby that are purchased pursuant to
     the Offer and hereby irrevocably constitutes and appoints ACCESS Investor
     Services, Inc. (the "Depositary") as attorney-in-fact of the undersigned
     with respect to such Common Shares, with full power of substitution (such
     power of attorney being deemed to be an irrevocable power coupled with an
     interest), to (a) deliver certificates for such Common Shares or transfer
     ownership of such Common Shares on the Trust's books, together in either
     such case with all accompanying evidences of transfer and authenticity, to
     or upon the order of the Trust, upon receipt by the Depositary, as the
     undersigned's agent, of the NAV per Common Share with respect to such
     Common Shares; (b) present certificates for such Common Shares, if any, for
     cancellation and transfer on the Trust's books; (c) deduct from the
     Purchase Price deposited with the Depositary any applicable Early
     Withdrawal Charge and remit such charge to Van Kampen American Capital
     Distributors, Inc.; and (d) receive all benefits and otherwise exercise all
     rights of beneficial ownership of such Common Shares, subject to the next
     paragraph, all in accordance with the terms of the Offer.
 
          The undersigned hereby represents and warrants that: (a) the
     undersigned has a "net long position" in the Common Shares tendered hereby
     within the meaning of Rule 14e-4 promulgated under the Securities Act of
     1934, as amended, and has full power and authority to validly tender, sell,
     assign and transfer the Common Shares tendered hereby; (b) when and to the
     extent the Trust accepts the Common Shares for purchase, the Trust will
     acquire good, marketable and unencumbered title to them, free and clear of
     all security interests, liens, charges, encumbrances, conditional sales
     agreements or other obligations relating to their sale or transfer, and not
     subject to any adverse claim; (c) on request, the undersigned will execute
     and deliver any additional documents the Depositary or the Trust deems
     necessary or desirable to complete the assignment, transfer and purchase of
     the Common Shares tendered hereby; and (d) the undersigned has read and
     agrees to all of the terms of this Offer.
 
          The names and addresses of the registered owners should be printed, if
     they are not already printed, in Box 1 as they appear on the registration
     of the Common Shares. The number of Common Shares that the undersigned
     wishes to tender should be indicated in Box No. 1, which number may be
     determined by indicating in Option B of such box the dollar amount of
     proceeds the undersigned desires to receive pursuant to the tender offer
     after any applicable Early Withdrawal Charge has been deducted from such
     proceeds. The undersigned may elect to have the Depositary invest the cash
     proceeds of the Offer in Class C Shares of certain open-end investment
     companies advised by either Van Kampen American Capital Investment Advisory
     Corp. or Van Kampen American Capital Asset Management, Inc. and distributed
     by Van Kampen American Capital Distributors, Inc. by indicating in Option
     C. If the Common Shares tendered hereby are in certificate form, the
     certificates representing such Common Shares must be returned together with
     this Letter of Transmittal.
 
          The undersigned recognizes that under certain circumstances set forth
     in the Offer to Purchase, the Trust may terminate or amend the Offer or may
     not be required to purchase any of the Common Shares tendered hereby. In
     any such event, the undersigned understands that certificate(s) for any
     Common Shares not purchased, if any, will be returned to the undersigned at
     the address indicated below in Box No. 1 unless otherwise indicated under
     the Special Payment and Delivery Instructions in Box No. 2.
 
          The undersigned understands that acceptance of Common Shares by the
     Trust for payment will constitute a binding agreement between the
     undersigned and the Trust upon the terms and subject to the conditions of
     the Offer.
 
          The check for the Purchase Price of the tendered Common Shares
     purchased, minus any applicable Early Withdrawal Charge, will be issued to
     the order of the undersigned and mailed to the address indicated below in
     Box No. 1, unless otherwise indicated below in Box No. 2. Shareholders
     tendering Common Shares remain entitled to receive dividends declared on
     such shares up to the settlement date of the Offer. The Trust will not pay
     interest on the Purchase Price under any circumstances.
 
          All authority herein conferred or agreed to be conferred shall survive
     the death or incapacity of the undersigned and all obligations of the
     undersigned hereunder shall be binding upon the heirs, personal
     representatives, successors and assigns of the undersigned. Except as
     stated in the Offer, this tender is irrevocable.
 
       DELIVERY TO AN ADDRESS OTHER THAN THAT SHOWN BELOW DOES NOT CONSTITUTE
                                   VALID DELIVERY.
 
                 SEND TO: ACCESS INVESTOR SERVICES, INC., Depositary
 
<TABLE>
<S>                                                        <C>
                    By Regular Mail,                                      By, Certified, Registered,
             ACCESS Investor Services, Inc.                                Overnight Mail or Courier
                     P.O. Box 419511                                    ACCESS Investor Services, Inc.
               Kansas City, MO 64141-6511                                7501 Tiffany Springs Parkway
            Attn: Van Kampen American Capital                                Kansas City, MO 64153
            Senior Floating Rate Fund Tender                           Attn: Van Kampen American Capital
                                                                       Senior Floating Rate Fund Tender
</TABLE>
 
                        FOR ADDITIONAL INFORMATION CALL:
                                 (800) 341-2911
                                                                 01 SFR004-04/98
<PAGE>   2
 
          THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY IF THE COMMON SHARES TO
     BE TENDERED ARE REGISTERED IN THE SHAREHOLDER'S NAME AND THE NECESSARY
     DOCUMENTS WILL BE TRANSMITTED TO THE DEPOSITARY BY THE SHAREHOLDER OR HIS
     BROKER, DEALER OR OTHER SELLING GROUP MEMBER. DO NOT USE THIS FORM IF A
     BROKER, DEALER OR OTHER SELLING GROUP MEMBER IS THE REGISTERED OWNER OF THE
     COMMON SHARES AND IS EFFECTING THE TRANSACTION FOR THE SHAREHOLDER.
 
          IF THE COMMON SHARES TENDERED HEREBY ARE IN CERTIFICATE FORM, THE
     CERTIFICATES REPRESENTING SUCH COMMON SHARES MUST BE RETURNED TOGETHER WITH
     THIS LETTER OF TRANSMITTAL. PLEASE NOTE THAT WE SUGGEST THAT SUCH
     CERTIFICATES BE RETURNED VIA CERTIFIED OR REGISTERED MAIL.
 
          TO ENSURE PROCESSING OF YOUR REQUEST, THIS LETTER OF TRANSMITTAL OR A
     MANUALLY SIGNED FACSIMILE OF IT (TOGETHER WITH ANY CERTIFICATES FOR COMMON
     SHARES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY
     ON OR BEFORE THE EXPIRATION DATE (MAY 22, 1998).
- --------------------------------------------------------------------------------
 
<TABLE>
       <S>                                                      <C>
                                              BOX NO. 1: SHAREHOLDER INFORMATION
       --------------------------------------------------------
                 Name and Address of Registered Owner                           Shareholder Information
       --------------------------------------------------------
 
                                                                           PLEASE PROVIDE:Social Security No.
                                                                                      Confirm No.
                                                                                    (if applicable)
                                                                                      ACCOUNT NO.:
       --------------------------------------------------------
</TABLE>
 
           CHECK ONE OF THE FOLLOWING AND FILL IN THE APPROPRIATE AMOUNT
 
       OPTION A: [ ] I hereby tender ALL COMMON SHARES of the Trust. I
                     understand that an Early Withdrawal Charge will be
                     imposed on most Common Shares accepted for payment that
                     have been held for less than one year and that such
                     charge, if any, will be deducted from the proceeds from
                     such Common Shares. (See Instruction 3 and 4(f)).
 
       OPTION B: [ ] I hereby tender __________ Common Shares of the Trust or
                     that certain number of Common Shares of the Trust
                     necessary to receive $__________ from the Trust after
                     the Early Withdrawal Charge, if any, is to be deducted
                     from tendering these Common Shares. (See Instruction 3
                     and 4(f)).
 
       OPTION C: [ ] I hereby tender __________ Common Shares of the Trust
                     and elect to have the proceeds from such tender invested
                     into Class C Shares of
                     __________________________________ Fund Acct. No.
                     __________ (if applicable). (See Instruction 3).
- --------------------------------------------------------------------------------
       PLEASE NOTE: If the account indicated by the account number in this
       Box No. 1 is a Van Kampen American Capital fiduciary IRA account, an
       IRA distribution form MUST be submitted with this Letter of
       Transmittal.
- --------------------------------------------------------------------------------
 
<TABLE>
         <S>                                                    <C>
         ----------------------------------------------------
                     BOX NO. 2: SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 2, 3 AND 4)
         ----------------------------------------------------
         To be completed ONLY if certificates for Common Shares not tendered or not purchased and/or any checks are
         to be sent or wired to someone other than the undersigned or are to be sent to the undersigned at an
         address other than that shown above in Box No. 1. A SIGNATURE GUARANTEE IS REQUIRED IF THIS PORTION IS
         COMPLETED.
         ----------------------------------------------------
 
                                                                Wire Proceeds To:  [ ] Checking       [ ] Savings
                                                                (Minimum $5,000 to be wired)
                                                                Bank
                                                                      (NAME)
         Mail:  [ ] Check       [ ] Certificates to:
                                                                Address
         Name(s)
         (PLEASE PRINT)                                         ABA Routing No.
         Address                                                Account No.
                                                                              (SHAREHOLDER'S BANK ACCOUNT NO.)
                                                                PLEASE ATTACH A VOIDED CHECK OR DEPOSIT SLIP IF
         (INCLUDE ZIP CODE)                                     POSSIBLE.
         ----------------------------------------------------
 
         ---------------------------------------------------------------------------------------------------------------------------
- ---------
</TABLE>
 
                 BOX NO. 3: SIGNATURES (SEE INSTRUCTIONS 2, 3 AND 4)
- --------------------------------------------------------------------------------
 
       A. By signing this Letter of Transmittal, you represent that you have
          read the letter printed on the other side of this page and the
          Instructions enclosed herewith, which Instructions form part of the
          terms and conditions of the Offer.
 
       B. This Letter of Transmittal must be signed by the registered owner(s)
          of the Common Shares tendered hereby or by person(s) authorized to
          become registered owner(s) by documents transmitted herewith. If
          signature is by attorney-in-fact, executor, administrator, trustee,
          guardian, officer of a corporation or another acting in a fiduciary
          or representative capacity, please set forth the full title and
          include the required legal documents. (See Instruction 4)
 
       C. Your signature MUST BE GUARANTEED and you MUST complete the
          signature guarantee in this Box No. 3 if (i) the value of the Common
          Shares tendered herewith pursuant to the OFFER IS GREATER THAN
          $50,000, (ii) this LETTER OF TRANSMITTAL IS SIGNED BY SOMEONE OTHER
          THAN THE REGISTERED HOLDER OF THE COMMON SHARES TENDERED HEREWITH,
          or (iii) you REQUEST PAYMENT FOR THE COMMON SHARES TENDERED HEREWITH
          TO BE SENT TO A PERSON OTHER THAN THE REGISTERED OWNER of such
          Common Shares for the benefit of such owner(s) and/or TO AN ADDRESS
          OTHER THAN THE REGISTERED ADDRESS OF THE REGISTERED OWNER of the
          Common Shares. For information with respect to what constitutes an
          acceptable guarantee, please see Instruction 4(f).
 
       D. See Instruction 8 and Form W-9 enclosed herewith regarding backup
          withholding.
 
       ...                                                                 ...
                  (SIGNATURE(S) OF OWNER(S) EXACTLY AS REGISTERED)
 
       Dated
         ......................................................................,
          19....                                DAYTIME TELEPHONE NUMBER (   )
          ................................................
 
           SIGNATURE GUARANTEE (IF
                APPLICABLE):
 
       ...............................
                  Bank Name
 
       ...............................
       Print Name of Authorized Signer
 
       Telephone Number (   )  ...  (Affix signature guarantee stamp above if
                                                    required)
 
- --------------------------------------------------------------------------------
<PAGE>   3
 
                                  INSTRUCTIONS
             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
 
     1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used only if the Common Shares to be tendered are
registered in the shareholder's name and the necessary documents will be
transmitted to the Depositary by the shareholder or his broker, dealer or other
selling group member. Do not use this form if a broker, dealer or other selling
group member is the registered owner of the Common Shares and is effecting the
transaction for the shareholder. A PROPERLY COMPLETED AND DULY EXECUTED LETTER
OF TRANSMITTAL OR MANUALLY SIGNED FACSIMILE OF IT, ANY CERTIFICATES REPRESENTING
COMMON SHARES TENDERED AND ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF
TRANSMITTAL SHOULD BE MAILED OR DELIVERED TO THE DEPOSITARY AT THE ADDRESS SET
FORTH IN THIS LETTER OF TRANSMITTAL AND MUST BE RECEIVED BY THE DEPOSITARY ON OR
PRIOR TO THE EXPIRATION DATE (MAY 22, 1998).
 
     THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR COMMON
SHARES, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED.
 
     THE TRUST WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS. ALL TENDERING SHAREHOLDERS, BY EXECUTION OF THIS LETTER OF TRANSMITTAL
(OR A MANUALLY SIGNED FACSIMILE OF IT), WAIVE ANY RIGHT TO RECEIVE ANY NOTICE OF
THE ACCEPTANCE OF THEIR TENDER.
 
     2. COMPLETING THIS LETTER OF TRANSMITTAL.  If you intend to tender any
Common Shares pursuant to the Offer, please complete the Letter of Transmittal
as follows:
 
          (a) Read the Letter of Transmittal in its entirety. By signing the
     Letter of Transmittal in Box No. 3, you agree to its terms.
 
          (b) Complete Box No. 1 by providing your Social Security Number, a
     Confirm Number, if applicable, and selecting and completing either Option
     A, Option B or Option C.
 
          (c) Complete Box No. 2 if certificates for Common Shares not tendered
     or not purchased and/or any check issued in the name of a person other than
     the signer of the Letter of Transmittal are to be sent or wired to someone
     other than such signer or to the signer at an address other than that shown
     in Box No. 1.
 
          (d) Complete Box No. 3 in accordance with Instruction 4 set forth
     below.
 
     3. PARTIAL TENDERS, UNPURCHASED SHARES AND EXCHANGES. If fewer than all of
the Common Shares evidenced by any certificate submitted are to be tendered and
if any tendered Common Shares are purchased, a new certificate for the remainder
of the Common Shares evidenced by your old certificate(s) will be issued and
sent to the registered owner, unless otherwise specified in Box No. 2 of this
Letter of Transmittal, as soon as practicable after the Expiration Date of the
Offer.
 
     Tendering shareholders who elect to have the Depositary invest the cash
proceeds from the tender of Common Shares of the Trust in Class C Shares of
certain open-end investment companies advised by either Van Kampen American
Capital Investment Advisory Corp. or Van Kampen American Capital Asset
Management, Inc. and distributed by Van Kampen American Capital Distributors,
Inc. should select and complete Option C. The Early Withdrawal Charge will be
waived for Common Shares tendered for reinvestment pursuant to this election;
however, such Class C Shares immediately become subject to a contingent deferred
sales charge schedule equivalent to the Early Withdrawal Charge schedule of the
Trust.
 
     4. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATIONS AND ENDORSEMENTS.
 
          (a) If this Letter of Transmittal is signed by the registered owner(s)
     of the Common Shares tendered hereby, the signature(s) must correspond
     exactly with the name(s) in which the Common Shares are registered.
 
          (b) If the Common Shares are held of record by two or more joint
     owners, each such owner must sign this Letter of Transmittal.
 
          (c) If any tendered Common Shares are registered in different names,
     it will be necessary to complete, sign and submit as many separate Letters
     of Transmittal (or manually signed facsimiles of it) as there are different
     registrations of Common Shares.
 
          (d) When this Letter of Transmittal is signed by the registered
     owner(s) of the Common Shares listed and transmitted hereby, no
     endorsements of any certificate(s) representing such Common Shares or
     separate authorizations are required. If, however, payment is to be made to
     a person other than the registered owner(s), any unpurchased Common Shares
     are to be registered in the name of any person other than the registered
     owner(s) or any certificates for unpurchased Common Shares are to be issued
     to a person other than the registered owner(s), then the Letter of
     Transmittal and, if applicable, the certificate(s) transmitted hereby, must
     be endorsed or accompanied by appropriate authorizations, in either case
     signed exactly as such name(s) appear on the registration of the Common
     Shares and on the face of the certificate(s) and such endorsements or
     authorizations must be guaranteed by an institution described in Box No. 3.
 
          (e) If this Letter of Transmittal or any certificates or
     authorizations are signed by trustees, executors, administrators,
     guardians, attorneys-in-fact, officers of corporations or others acting in
     a fiduciary or representative capacity, such persons should so indicate
     when signing and must submit proper evidence satisfactory to the Trust of
     their authority so to act.
 
          (f) Your signature MUST be guaranteed and you MUST complete the
     signature guarantee in Box No. 3 if (i) the value of the Common Shares
     tendered herewith pursuant to the Offer is greater than $50,000, (ii) this
     Letter of Transmittal is signed by someone other than the registered holder
     of the Common Shares tendered herewith, or (iii) you request payment for
     the Common Shares tendered herewith to be sent to a payee other than the
     registered owner of such Common Shares and/or to an address other than the
     registered address of the registered owner of the Common Shares. An
     acceptable guarantee is one made by a bank or trust company; a
     broker-dealer; a credit union; a national securities exchange, registered
     securities association or clearing agency; a savings and loan association;
     or a federal savings bank. The guarantee must state the words "Signature
     Guaranteed" along with the name of the granting institution. Shareholders
     should verify with the institution that it is an eligible guarantor prior
     to signing. A guarantee from a notary public is not acceptable.
                                                                 01 SFR005-04/98
<PAGE>   4
 
     5. TRANSFER TAXES. The Trust will pay all share transfer taxes, if any,
payable on the transfer to it of Common Shares purchased pursuant to the Offer.
If, however, (a) payment of the Purchase Price is to be made to any person other
than the registered owner(s), (b) (in the circumstances permitted by the Offer)
unpurchased Common Shares are to be registered in the name(s) of any person
other than the registered owner(s) or (c) tendered certificates are registered
in the name(s) of any person other than the person(s) signing this Letter of
Transmittal, the amount of any transfer taxes (whether imposed on the registered
owner(s) or such other persons) payable on account of the transfer to such
person(s) will be deducted from the Purchase Price by the Depositary unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted.
 
     6. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any tender of Common Shares will
be determined by the Trust in its sole discretion, whose determination shall be
final and binding on all parties. The Trust reserves the absolute right to
reject any or all tenders determined by it not to be in appropriate form or the
acceptance of or payment for any Common Shares which may, in the opinion of the
Trust's counsel, be unlawful. The Trust also reserves the absolute right to
waive any of the conditions of the Offer or any defect or irregularity in tender
of any particular Common Shares or any particular shareholder, and the Trust's
interpretations of the terms and conditions of the Offer (including these
Instructions) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Trust shall determine. Tendered Common Shares will not be accepted
for payment unless all defects and irregularities have either been cured within
such time or waived by the Trust. None of the Trust, Van Kampen American Capital
Distributors, Inc., Van Kampen American Capital, Inc., the Depositary, or any
other person shall be obligated to give notice of defects or irregularities in
tenders, nor shall any of them incur any liability for failure to give any such
notice.
 
     7. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to, and additional copies of the
Offer to Purchase and this Letter of Transmittal may be obtained from Van Kampen
American Capital Distributors, Inc. located at One Parkview Plaza, Oakbrook
Terrace, IL 60181, or by telephoning (800) 341-2911.
 
     8. FORM W-9. Each tendering shareholder who has not already submitted a
completed and signed Form W-9 to the Trust is required to provide the Depositary
with a correct taxpayer identification number ("TIN") on Form W-9 which is
enclosed herewith. Failure to provide the information on the form may subject
the tendering shareholder to 31% federal income tax withholding on the payments
made to the shareholder or other payee with respect to Common Shares purchased
pursuant to the Offer.
 
     9. WITHHOLDING ON FOREIGN SHAREHOLDERS. The Depositary will withhold
federal income taxes equal to 30% of the gross payments payable to a foreign
shareholder unless the Depositary determines that a reduced rate of withholding
or an exemption from withholding is applicable. For this purpose, a foreign
shareholder is any shareholder that is not (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, (iii) any estate the income of which is subject to United States
federal income taxation regardless of the source of such income or (iv) a trust
whose administration is subject to the primary jurisdiction of a United States
court and which has one or more United States fiduciaries who have authority to
control all substantial decisions of the trust. The Depositary will determine a
shareholder's status as a foreign shareholder and eligibility for a reduced rate
of, or an exemption from, withholding by reference to the shareholder's address
and to any outstanding certificates or statements concerning eligibility for a
reduced rate of, or exemption from, withholding unless facts and circumstances
indicate that reliance is not warranted. A foreign shareholder who has not
previously submitted the appropriate certificates or statements with respect to
a reduced rate of, or an exemption from, withholding for which such shareholder
may be eligible should consider doing so in order to avoid overwithholding. A
foreign shareholder may be eligible to obtain a refund of tax withheld if such
shareholder meets one of the three tests for capital gain or loss treatment
described in Section 15 of the Offer to Purchase or is otherwise able to
establish that no tax or a reduced amount of tax was due.
 
     IMPORTANT: THE LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE OF IT
(TOGETHER WITH ANY CERTIFICATES FOR COMMON SHARES AND ALL OTHER REQUIRED
DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE EXPIRATION DATE.

<PAGE>   1
 
                                                               EXHIBIT (a)(3)(i)
 
                                    OFFER BY
 
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
 
                              TO PURCHASE 815,098
                            OF ITS COMMON SHARES AT
                        NET ASSET VALUE PER COMMON SHARE
 
                                                                  April 24, 1998
 
To Brokers, Dealers, Commercial Banks,
     Trust Companies and other Nominees:
 
     Pursuant to your request, we are enclosing herewith the material listed
below relating to the offer of Van Kampen American Capital Senior Floating Rate
Fund (the "Trust") to purchase up to 815,098 of its common shares of beneficial
interest with par value of $0.01 per share (the "Common Shares") at net asset
value per Common Share ("NAV") determined as of 5:00 P.M. Eastern Standard time
on the Expiration Date (defined below) upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 24, 1998 and in the
related Letter of Transmittal (which together constitute the "Offer"). The Offer
and withdrawal rights will expire at 12:00 Midnight Eastern Standard time on May
22, 1998, unless extended (the "Expiration Date"). An "Early Withdrawal Charge"
will be imposed on most Common Shares accepted for payment which have been held
for less than one year. The Offer is not conditioned upon any minimum number of
Common Shares being tendered but is subject to certain conditions as set forth
in the Offer to Purchase.
 
     If more than 815,098 Common Shares are duly tendered prior to the
expiration of the Offer, the Trust presently intends to, assuming no changes in
the factors originally considered by the Board of Trustees when it determined to
make the Offer and the other conditions set forth in the Offer, but is not
obligated to, extend the Offer period, if necessary, and increase the number of
Common Shares that the Trust is offering to purchase to an amount which it
believes will be sufficient to accommodate the excess Common Shares tendered as
well as any Common Shares tendered during the extended Offer period or purchase
815,098 Common Shares (or such greater number of Common Shares sought) on a pro
rata basis.
 
     No fees or commissions will be payable to brokers, dealers or other persons
for soliciting tenders of Common Shares pursuant to the Offer. The Trust will,
however, upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to those of your
clients who have requested such materials. The Trust will pay all transfer taxes
on its purchase of shares, subject to Instruction 5 of the Letter of
Transmittal. However, backup tax withholding at a 31% rate may be required
unless an exemption is proved or unless the required tax identification
information is or has previously been provided. See Section 15 of the Offer to
Purchase and Instructions 8 and 9 to the Letter of Transmittal.
 
     For your information and for forwarding to those of your clients who have
requested them, we are enclosing the following documents:
 
          (1) Offer to Purchase dated April 24, 1998;
 
          (2) Letter of Transmittal to be used by holders of Common Shares to
     tender such shares to the Depositary directly or through their broker,
     dealer or other nominee who is not the registered owner;
 
          (3) Guidelines for Certification of Taxpayer Identification Number;
 
          (4) Letter to Clients which may be sent to your clients for whose
     account you hold Common Shares registered in your name (or in the name of
     your nominee, with space provided for obtaining such clients' instructions
     with regard to the Offer); and
 
          (5) Return envelope addressed to the Depositary.
 
PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT
EASTERN STANDARD TIME ON MAY 22, 1998, UNLESS THE OFFER IS EXTENDED. TO ENSURE
PROCESSING OF YOUR OR YOUR CLIENT'S REQUEST, A LETTER OF TRANSMITTAL OR A
MANUALLY SIGNED FACSIMILE OF IT (TOGETHER WITH ANY CERTIFICATES FOR COMMON
SHARES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON
OR BEFORE THE EXPIRATION DATE (MAY 22, 1998).
                                                                 01 SFR009-04/98
<PAGE>   2
 
     The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Common Shares residing in any jurisdiction in which the
making of the Offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction.
 
     Additional copies of the enclosed material may be obtained from Van Kampen
American Capital Distributors, Inc. at the appropriate address and telephone
number set forth in the Offer to Purchase. Any questions you have with respect
to the Offer should be directed to Van Kampen American Capital Distributors,
Inc. at (800) 421-5666.
 
                                         Very truly yours,
 
                                         VAN KAMPEN AMERICAN CAPITAL
                                           SENIOR FLOATING RATE FUND
 
     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE TRUST OR THE DEPOSITARY OR AUTHORIZE YOU OR
ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH
RESPECT TO THE OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE
STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL.

<PAGE>   1
 
                                                              EXHIBIT (a)(3)(ii)
 
                                    OFFER BY
 
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
 
                              TO PURCHASE 815,098
                            OF ITS COMMON SHARES AT
                        NET ASSET VALUE PER COMMON SHARE
 
To Our Clients:
 
     Enclosed for your consideration are the Offer to Purchase, dated April 24,
1998, of Van Kampen American Capital Senior Floating Rate Fund (the "Trust") and
related Letter of Transmittal pursuant to which the Trust is offering to
purchase up to 815,098 of its common shares of beneficial interest with par
value of $0.01 per share (the "Common Shares") at the net asset value per Common
Share ("NAV") determined as of 5:00 P.M. Eastern Standard time on the Expiration
Date (defined below) upon the terms and subject to the conditions set forth in
the Offer to Purchase and the Letter of Transmittal (which together constitute
the "Offer"). An "Early Withdrawal Charge" will be imposed on most Common Shares
accepted for payment which have been held for less than one year.
 
     The Offer to Purchase and the Letter of Transmittal are being forwarded to
you as the beneficial owner of Common Shares held by us for your account but not
registered in your name. A tender of such shares can be made only by us as the
holder of record and only pursuant to your instructions. WE ARE SENDING YOU THE
LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER
COMMON SHARES WE HOLD FOR YOUR ACCOUNT.
 
     Your attention is called to the following:
 
          (1) The tender price is the NAV per Common Share determined as of 5:00
     P.M. Eastern Standard time on the Expiration Date. An "Early Withdrawal
     Charge" will be imposed on most Common Shares accepted for payment which
     have been held for less than one year.
 
          (2) The Offer is not conditioned upon any minimum number of Common
     Shares being tendered, but is subject to certain conditions set forth in
     the Offer to Purchase.
 
          (3) The Offer and withdrawal rights expire at 12:00 Midnight Eastern
     Standard time on May 22, 1998, unless extended (the "Expiration Date").
 
          (4) The Offer is for 815,098 Common Shares, constituting approximately
     7% of the Common Shares outstanding as of April 17, 1998.
 
          (5) Tendering shareholders will not be obligated to pay brokerage
     commissions or, subject to Instruction 5 of the Letter of Transmittal,
     transfer taxes on the purchase of Common Shares by the Trust pursuant to
     the Offer. However, a broker, dealer or selling group member may charge a
     fee for processing the transaction on your behalf.
 
          (6) If more than 815,098 Common Shares are duly tendered prior to the
     expiration of the Offer, the Trust presently intends to, assuming no
     changes in the factors originally considered by the Board of Trustees when
     it determined to make the Offer and the other conditions set forth in the
     Offer, but is under no obligation to, extend the Offer period, if
     necessary, and increase the number of Common Shares that the Trust is
     offering to purchase to an amount which it believes will be sufficient to
     accommodate the excess Common Shares tendered as well as any Common Shares
     tendered during the extended Offer period or purchase 815,098 Common Shares
     (or such greater number of Common Shares sought) on a pro rata basis.
 
     If you wish to have us tender any or all of your Common Shares, please so
instruct us by completing, executing and returning to us the attached
instruction form. An envelope to return your instructions to us is enclosed. If
you authorize us to tender your Common Shares, all such Common Shares will be
tendered
                                                                 01 SFR007-04/98
<PAGE>   2
 
unless you specify otherwise on the attached instruction form. WE MUST RECEIVE
YOUR INSTRUCTIONS, IF ANY, SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE (MAY
22, 1998) TO PROVIDE US WITH TIME TO PROCESS SUCH INSTRUCTIONS AND FORWARD THEM
TO THE DEPOSITARY SO THAT THE DEPOSITARY WILL RECEIVE THEM ON OR PRIOR TO SUCH
EXPIRATION DATE. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT
EASTERN STANDARD TIME ON MAY 22, 1998, UNLESS THE OFFER IS EXTENDED.
 
     The Trust is not making the Offer to, nor will it accept tenders from or on
behalf of, owners of Common Shares in any jurisdiction in which the Offer or its
acceptance would violate the securities, Blue Sky or other laws of such
jurisdiction. In any jurisdiction the securities or Blue Sky laws of which
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on the Trust's behalf by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
<PAGE>   3
 
                                  INSTRUCTIONS
                            WITH RESPECT TO OFFER BY
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
                              TO PURCHASE 815,098
                            OF ITS COMMON SHARES AT
                        NET ASSET VALUE PER COMMON SHARE
 
     THIS FORM IS NOT TO BE USED TO TENDER COMMON SHARES DIRECTLY TO THE
DEPOSITARY. IT SHOULD BE SENT TO YOUR BROKER ONLY IF YOUR BROKER IS THE HOLDER
OF RECORD OF YOUR COMMON SHARES AND WILL BE EFFECTING THE TENDER ON YOUR BEHALF.
IT SHOULD BE SENT TO SUCH BROKER SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE
(MAY 22, 1998) TO PROVIDE THE BROKER WITH TIME TO PROCESS THESE INSTRUCTIONS AND
FORWARD THEM TO THE DEPOSITARY SO THAT THE DEPOSITARY WILL RECEIVE THEM ON OR
PRIOR TO THE EXPIRATION DATE (MAY 22, 1998).
 
     The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated April 24, 1998, and the related Letter of Transmittal
(which together constitute the "Offer"), in connection with the offer by Van
Kampen American Capital Senior Floating Rate Fund (the "Trust") to purchase
815,098 common shares of beneficial interest with par value of $0.01 per share
(the "Common Shares") at the net asset value per Common Share determined as of
5:00 P.M. Eastern Standard time on the Expiration Date on the terms and subject
to the conditions of the Offer. The undersigned acknowledges that an "Early
Withdrawal Charge" will be imposed on most Common Shares accepted for payment
which have been held for less than one year.
 
     The undersigned hereby instructs you to tender to the Trust the number of
Common Shares indicated below (or, if no number is indicated below, all Common
Shares) which are held by you for the account of the undersigned, upon the terms
and subject to the conditions of the Offer.
 
                         Aggregate number of Common Shares to be tendered
                                  by you for us (fill in number below):
                                            ______ Common Shares
 
     Unless otherwise indicated above, it will be assumed that all of the Common
Shares held for the account of the undersigned are to be tendered.
 
                                  SIGNATURE(S)
 
     ----------------------------------------------------------------------
 
     ......................................................................
 
     ......................................................................
                      (SIGNATURES(S) OF BENEFICIAL OWNERS)
 
     ......................................................................
                                (ACCOUNT NUMBER)
 
     ......................................................................
                   (PLEASE PRINT NAME(S) AND ADDRESSES HERE)
 
     ......................................................................
                        (AREA CODE AND TELEPHONE NUMBER)
 
     ......................................................................
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
 
     ----------------------------------------------------------------------
 
     Date:              , 19
- -                                                          01 SFR008-04/98
- -

<PAGE>   1
 
                                                             EXHIBIT (a)(3)(iii)
 
                    [VAN KAMPEN AMERICAN CAPITAL LETTERHEAD]
 
April 24, 1998
 
RE: VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
     Commencement of Tender Offer
 
To Our Dealer Friends:
 
     As you may be aware, it is the policy of the Board of Trustees of Van
Kampen American Capital Senior Floating Rate Fund (the "Trust") to consider on a
quarterly basis whether to make a tender offer for common shares of the Trust.
We are pleased to announce that the Board has authorized the Trust's first
quarterly tender offer commencing today, April 24, 1998, for the purpose of
providing liquidity to its shareholders. The commencement of the tender offer
was announced in the Wall Street Journal today.
 
     The Trust is offering to purchase up to 815,098 its common shares
(approximately 7% of its issued and outstanding common shares) at a price equal
to the net asset value per common share of the Trust determined as of 5:00 P.M.
Eastern Standard time on the expiration date of the offer. The offer is
scheduled to terminate as of 12:00 Midnight Eastern Standard time on May 22,
1998, the expiration date of the offer (unless extended). An "Early Withdrawal
Charge" will be imposed on most common shares accepted for payment that have
been held for less than one year.
 
     Terms and conditions of the tender offer are contained in the Trust's Offer
to Purchase dated April 24, 1998, and the related Letter of Transmittal, copies
of which are available to you upon request.
 
     Should you have any questions regarding the tender offer, please contact
Van Kampen American Capital's Investor Services Department at 1-800-421-5666.
 
Sincerely,
 
VAN KAMPEN AMERICAN CAPITAL
 
                                                                 01 SFR003-04/98

<PAGE>   1
 
                                                              EXHIBIT (A)(3)(IV)
 
ANNOUNCING . . .
 
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
                          COMMENCEMENT OF TENDER OFFER
 
     It is the policy of the Board of Trustees of the Van Kampen American
Capital Senior Floating Rate Fund to consider on a quarterly basis whether to
make a Tender Offer for common shares of the Trust. We are pleased to announce
that the Board has authorized the Trust's first quarterly Tender Offer
commencing on April 24, 1998, for the purpose of providing liquidity to its
shareholders. The commencement of the Tender Offer is announced in today's Wall
Street Journal. Shareholders of the Trust may elect to have the cash proceeds
from the Tender Offer invested in Class C Shares of eligible open-end investment
companies advised by either Van Kampen American Capital Investment Advisory
Corp. or Van Kampen Capital Asset Management, Inc. and distributed by Van Kampen
American Capital Distributors, Inc. Please note that the Class C Shares acquired
pursuant to this election are subject to a contingent deferred sales charge
schedule equal to the Early Withdrawal Charge schedule of the Trust.
 
     The Trust is offering to purchase up to 815,098 of its common shares
(approximately 7% of its issued and outstanding common shares) at a price equal
to the net asset value per common share of the Trust as of 5:00 P.M., Eastern
Standard Time on May 22, 1998, the expiration date of the Tender Offer (unless
extended). The Tender Offer and the withdrawal rights expire at 12:00 Midnight
Eastern Standard time on May 22, 1998, unless the Tender Offer is extended. An
"Early Withdrawal Charge" will be imposed on most common shares accepted for
payment that have been held for less than one year.
 
     Terms and conditions of the tender offer are contained in the Trust's Offer
to Purchase dated April 24, 1998, and the related Letter of Transmittal. Copies
are available to you upon request by calling the number listed below.
 
     Shareholders may tender by completing and returning the Letter of
Transmittal by May 22, 1998. Alternatively, Selling Firms may tender account
positions with a wire order redemption via NSCC Fund/SERV or by calling the Van
Kampen American Capital Order Desk at (800) 231-7166, on May 22, 1998 (trade
date of the Tender Offer). The Trust's CUSIP is 920960-101.
 
     Should you have any questions regarding the Tender Offer, please contact
Van Kampen American Capital Investor Services Department at (800) 421-5666,
between the hours of 7AM and 7PM Central Time.

<PAGE>   1
 
                                                                  EXHIBIT (a)(4)
 
Dear Shareholder:
 
     As you requested, we are enclosing a copy of the Van Kampen American
Capital Senior Floating Rate Fund ("Trust") Offer to Purchase 815,098 of its
issued and outstanding common shares of beneficial interest ("Common Shares")
and the related Letter of Transmittal (which together constitute the "Offer").
The Offer is at the net asset value per Common Share ("NAV") determined as of
5:00 P.M. Eastern Standard time on the Expiration Date of the Offer. An "Early
Withdrawal Charge" will be imposed on most Common Shares accepted for payment
that have been held for less than one year. Please read carefully the enclosed
documents.
 
     If, after reviewing the information set forth in the Offer, you wish to
tender Common Shares for purchase by the Trust, please either follow the
instructions contained in the Offer to Purchase and Letter of Transmittal or, if
your Common Shares are held of record in the name of a broker, dealer or other
nominee, contact such broker, dealer or nominee to effect the tender for you.
 
     Neither the Trust nor its Board of Trustees is making any recommendation to
any holder of Common Shares as to whether to tender Common Shares. Each
shareholder is urged to consult his or her broker or tax adviser before deciding
whether to tender any Common Shares.
 
     The Trust's NAV per Common Share from March 27, 1998 through April 17, 1998
ranged from a high of $10.01 to a low of $10.00. On April 17, 1998 the NAV was
$10.01 per Common Share. You can obtain current NAV quotations from Van Kampen
American Capital Distributors, Inc. by calling (800) 341-2911 between the hours
of 7:00 A.M. and 7:00 P.M. Central Standard time, Monday through Friday, except
holidays. NAV quotes also may be obtained through the ICI Pricing Service which
will be released each Friday evening and published by the Dow Jones Capital
Markets Wire Service on each Friday; published in the New York Times on each
Saturday; published in the Chicago Tribune on each Sunday; and published weekly
in Barron's magazine. The Trust offers and sells its Common Shares to the public
on a continuous basis. The Trust is not aware of any secondary market trading
for the Common Shares.
 
     Should you have any questions on the enclosed material, please call Van
Kampen American Capital Distributors, Inc. at (800) 341-2911 during ordinary
business hours. We appreciate your continued interest in Van Kampen American
Capital Senior Floating Rate Fund.
 
                                        Sincerely,
 
                                        VAN KAMPEN AMERICAN CAPITAL
                                          SENIOR FLOATING RATE FUND
 
TO ENSURE PROCESSING OF YOUR REQUEST, A LETTER OF TRANSMITTAL OR A MANUALLY
SIGNED FACSIMILE OF IT (TOGETHER WITH ANY CERTIFICATES FOR COMMON SHARES AND ALL
OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE
EXPIRATION DATE (MAY 22, 1998).
 
                                                                01 SFR-010-04/98

<PAGE>   1
 
                                                                  EXHIBIT (a)(5)
 
                                                    CONTACT: Weston B. Wetherell
                                                          (630) 684-6360
 
FOR IMMEDIATE RELEASE
 
             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND
                     BEGINS TENDER OFFER FOR COMMON SHARES
 
     OAKBROOK TERRACE, IL., April 24, 1998 -- Van Kampen American Capital Senior
Floating Rate Fund, distributed by Van Kampen American Capital Distributors,
Inc., a subsidiary of Van Kampen American Capital, Inc. (Van Kampen American
Capital), announced today that it has commenced a tender offer for 815,098 or
approximately seven percent of its outstanding common shares of beneficial
interest.
 
     The offer is not conditioned on any minimum number of common shares that
must be tendered. The offer is subject to the terms and conditions set forth in
the Offer to Purchase and the Letter of Transmittal. The common shares are being
tendered for at a price equal to the net asset value per common share determined
as of 5:00 p.m., Eastern Standard time, on May 22, 1998, the expiration date,
unless extended. The offer and withdrawal rights will expire, as of 12:00
Midnight, Eastern Standard time, on May 22, 1998, unless extended. An early
withdrawal charge will be imposed on most common shares accepted for payment
that have been held for less than one year.
 
     As indicated in the Trust's current prospectus, the Board of Trustees
currently intends, each quarter, to consider authorizing the Trust to make
tender offers for its common shares in order to attempt to provide liquidity to
its investors.
 
     The Van Kampen American Capital Senior Floating Rate Fund tender offer is
being made only by the Offer to Purchase dated April 24, 1998 and the related
Letter of Transmittal. Questions and requests for assistance, for current net
asset value quotes, or for copies of the Offer to Purchase, Letter of
Transmittal, and any other tender offer documents may be directed to Van Kampen
American Capital by calling 1-800-421-5666.
 
     Van Kampen American Capital is a diversified asset management company with
more than two million retail investor accounts, extensive capabilities for
managing institutional portfolios, and more than $60 billion under management or
supervision. Van Kampen American Capital's more than 50 open-end and 38
closed-end funds and more than 2,500 unit investment trusts are professionally
distributed by leading financial advisors nationwide. Van Kampen American
Capital is an indirect wholly-owned subsidiary of Morgan Stanley Dean Witter &
Co.

<PAGE>   1
                                                                  Exhibit (c)(1)
                         INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT, dated as of December 19, 1997 (the
"Agreement"), by and between VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE
FUND, a Massachusetts business trust (the "Trust"), and VAN KAMPEN AMERICAN
CAPITAL INVESTMENT ADVISORY CORP. (the "ADVISER"), a Delaware corporation.


  1.  (a) RETENTION OF ADVISER BY FUND.  Subject to the terms and conditions
set forth herein, the Fund hereby employs the Adviser to act as the investment
adviser for and to manage the investment and reinvestment of the assets of the
Fund in accordance with the Fund's investment objectives and policies and
limitations, and to administer its affairs to the extent requested by, and
subject to the review and supervision of, the Board of Trustees of the Fund for
the period and upon the terms herein set  forth. The investment of funds shall
be subject to all applicable restrictions of applicable law and of the
Declaration of Trust and By-Laws of the Trust, and resolutions of the Board of
Trustees of the Fund as may from time to time be in force and delivered or made
available to the Adviser.

  (b) ADVISER'S ACCEPTANCE OF EMPLOYMENT.  The Adviser accepts such employment
and agrees during such period to render such services, to supply investment
research and portfolio management (including without limitation the selection
of securities for the Fund to purchase, hold or sell and the selection of
brokers through whom the Fund's portfolio transactions are executed, in
accordance with the policies adopted by the Fund and its Board of Trustees), to
administer the business affairs of the Fund, to furnish offices and necessary
facilities and equipment to the Fund, to provide administrative services for
the Fund, to render periodic reports to the Board of Trustees of the Fund, and
to permit any of its officers or employees to serve without compensation as
trustees or officers of the Fund if elected to such positions.

  (c) ESSENTIAL PERSONNEL.  Commencing on the effective date of this Agreement
until May 31, 1998, the Adviser and the Fund agree that the retention of (i)
the chief executive officer, president, chief financial officer and secretary
of the Adviser and (ii) each director, officer and employee of the Adviser or
any of its Affiliates (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) who serves as an officer of the Fund (each person
referred to in (i) or (ii) hereinafter being referred to as an "Essential
Person"), in his or her current capacities, is in the best interest of the Fund
and the Fund's shareholders.  In connection with the Adviser's acceptance of
employment hereunder, the Adviser hereby agrees and covenants for itself and on
behalf of its Affiliates that neither the Adviser nor any of its Affiliates
shall make any material or significant personnel changes or replace or seek to
replace any Essential Person or cause to be replaced any Essential Person, in
each case without first informing the Board of Trustees of the Fund in a timely
manner.  In Addition, neither the Adviser nor any Affiliate of the Adviser
shall change or seek to change or cause to be changed, in any material respect,
the duties and responsibilities of any Essential Person, in each case without
first informing the Board of Trustees of the Fund in a timely manner.

  (d)  INDEPENDENT CONTRACTOR.  The Adviser shall be deemed to be an
independent contractor under this Agreement and, unless otherwise expressly
provided or authorized, shall have no authority to act for or represent the
Fund in any way or otherwise be deemed as agent of the Fund.

  (e)  NON-EXCLUSIVE AGREEMENT.  The services of the Adviser to the Fund under
this Agreement are not to be deemed exclusive, and the Adviser shall be free to
render similar services or other services to others so long as its services
hereunder are not impaired thereby.
<PAGE>   2

  2.  (a)  FEE.  For the services and facilities described in Section 1, the
Fund will accrue daily and pay to the Adviser at the end of each calendar month
an investment management fee computed based on a fee rate (expressed as a
percentage per annum) applied to the average daily net assets of the Fund as
follows:

<TABLE>
<CAPTION>
                                             Fee Percent
                                             Per Annum of
          Average Daily                      Average Daily
          Net Assets (millions)              Net Assets
          ---------------------              --------------
          <S>                                <C>
          First $4.0 billion                 0.950 of 1.00%
          Next $3.5 billion                  0.900 of 1.00%
          Next $2.5 billion                  0.875 of 1.00%
          Over $10.0 billion                 0.850 of 1.00%
</TABLE>

  (b) DETERMINATION OF NET ASSET VALUE.   The net asset value of the Fund
shall be calculated as of the close of the New York Stock Exchange on the last
day the Exchange is open for trading or such other time or times as the
trustees may determine in accordance with the provisions of applicable law and
the Declaration of Trust and By-Laws of the Trust, and resolutions of the Board
of Trustees of the Fund as from time to time in force.  For the purpose of the
foregoing computations, on each such day when net asset value is not
calculated, the net asset value of a share of beneficial interest of the Fund
shall be deemed to be the net asset value of such share as of the close of
business of the last day on which such calculation was made.

  (c) PRORATION.  For the month and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of the
Adviser's fee on the basis of the number of days that the Agreement is in
effect during such month and year, respectively.

   3. EXPENSES.  In addition to the fee of the Adviser, the Fund shall assume
and pay any expenses for services rendered by a custodian for the safekeeping
of the Fund's securities or other property, for keeping its books  of account,
for any other changes of the custodian and for calculating the net asset value
of the Fund as provided above.  The adviser shall not be required to pay, and
the Fund shall assume and pay, the charges and expenses of its operations,
including compensation of the trustees (other than those who are interested
persons of the Adviser and other than those who are interested persons of the
distributor of the Fund but not of the Adviser, if the distributor has agreed
to pay such compensation), charges and expenses of independent accountants, of
legal counsel and of any transfer or dividend disbursing agent, costs of
acquiring and disposing of portfolio securities, cost of listing shares on the
New York Stock Exchange or other exchange, interest (if any) on obligations
incurred by the Fund, costs of shares certificates, membership dues in the
Investment Company Institute or any similar organization, costs of reports and
notices to shareholders, cost of registering shares of the Fund under the
federal securities laws, miscellaneous expenses and all taxes and fees to
federal, state or other governmental agencies on account of the registration of
securities issued by the Fund, filing of corporate documents or otherwise.  The
Fund shall not pay or incur any obligation for any management or administrative
expenses for which the Fund intends to seek reimbursement from the Adviser
without first obtaining the written approval of the Adviser.  The Adviser shall
arrange, if desired by the Fund, for officers or employees of the Adviser to
serve, without compensation from the Fund, as trustees, officers or agents of
the Fund if duly elected or appointed to such positions and subject to their
individual consent and to any limitations imposed by the law.

   4. INTERESTED PERSONS.  Subject to applicable statutes and regulations, it
is understood that trustees, officers, shareholders and agents of the Fund are
or may be interested in the Adviser as directors, officers, shareholders,
agents or otherwise and that the directors, officers, shareholders and agents
of the Adviser may be interested in the Fund as trustees, officers,
shareholders, agents or otherwise.
<PAGE>   3
  5.  LIABILITY.  The Adviser shall not be liable for any error of judgment or
of law, or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on the part of the Adviser in the performance of
its obligations and duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.

  6.  (a)  TERM.  This Agreement shall become effective on the date hereof and
shall remain in full force until December 19, 1999 unless sooner terminated as
hereinafter provided.  This Agreement shall continue in force from year to year
thereafter, but only for so long as such continuance is specifically approved
as least annually, in the manner required by the 1940 Act.

      (b)  TERMINATION.  This Agreement shall automatically terminate in the
event of its assignment.  This Agreement may be terminated at any time without
the payment of any penalty by the Fund or by the Adviser on sixty (60) days
written notice to the other party.  The Fund may effect termination by action
of the Board of Trustees or by vote of a majority of the outstanding shares of
stock of the Fund, accompanied by appropriate notice.  This Agreement may be
terminated at any time without the payment of any penalty and without advance
notice by the Board of Trustees or by vote of a majority of the outstanding
shares of the Fund in the event that it shall have been established by a court
of competent jurisdiction that the Adviser or any officer or director of the
Adviser has taken any action which results in a breach of the covenants of the
Adviser set forth herein.

      (c)  PAYMENT UPON TERMINATION.  Termination of this Agreement shall not
affect the right of the Adviser to receive payment on any unpaid balance of the
compensation described in Section 2 earned prior to such termination.

  7.  SEVERABILITY.  If any provision of this Agreement shall be held or
made invalid by a court decision, statue, rule or otherwise, the remainder
shall not thereby be affected.

  8.  NOTICES.  Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.

  9.  DISCLAIMER.  The Adviser acknowledges and agrees that, as provided by
Section 5.5 of the Declaration of Trust of the Trust, the shareholders,
trustees, officers, employees and other agents of the Trust and the Fund shall
not personally be bound by or liable hereunder, nor shall resort be had to
their private property for the satisfaction of any obligation or claim
hereunder.

  10. GOVERNING LAW.  All questions concerning the validity, meaning and
effect of this Agreement shall be determined in accordance with the laws
(without giving effect to the conflict-of-law principles thereof) of the State
of Delaware applicable to contracts made and to be performed in that state.

  11. NAME.  In connection with its employment hereunder, the Adviser hereby
agrees and covenants not to change its name without the prior consent of the
Board of Trustees of the Fund.

<PAGE>   4
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.


<TABLE>
     <S>                                     <C>
     VAN KAMPEN AMERICAN CAPITAL             VAN KAMPEN AMERICAN CAPITAL
     INVESTMENT ADVISORY CORP.               SENIOR FLOATING RATE FUND
</TABLE>



<TABLE>
     <S>                                      <C>
     By: /s/ Dennis J. McDonnell              By: /s/ Ronald A, Nyberg
        ---------------------------           ---------------------------
        Name: Dennis J. McDonnell                Name: Ronald A. Nyberg
        Title:  President                        Title:  Vice President
</TABLE>

<PAGE>   1
                                                                 Exhibit (c) (2)
                            ADMINISTRATION AGREEMENT

     Agreement made as of December 19, 1997, between VAN KAMPEN AMERICAN
CAPITAL SENIOR FLOATING RATE FUND, a Massachusetts business trust (the "Fund"),
and VAN KAMPEN AMERICAN CAPITAL, INC., a Delaware corporation (the
"Administrator").

     WHEREAS, the Fund intends to operate as a closed-end management investment
company, and is so registered under the Investment Company act of 1940, as
amended ("1940 Act"); and

     WHEREAS, the Fund wishes to retain the Administrator to provide certain
administrative services to the Fund, under the terms and conditions stated
below, and the Administrator is willing to provide such services for the
compensation set forth below;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:

     1.   APPOINTMENT.  The Fund hereby appoints the Administrator to
administer the Fund, and the Administrator accepts such appointment and agrees
that it will furnish the services set forth in paragraph 2 below.

     2.   SERVICES AND DUTIES OF THE ADMINISTRATOR.  Subject to the supervision
of the Fund's Board of Trustees (the "Board"), the Administrator will:

                    (a)  Monitor the provisions of the loan agreements and any
               agreements with respect to participations and assignments and be
               responsible for recordkeeping with respect to senior loans in
               the Fund's portfolio;

                    (b)  Prepare all reports required to be sent to Fund
               shareholders, and arrange for the printing and dissemination of
               such reports to shareholders;

                    (c)  Arrange for the dissemination to shareholders of the
               Fund's proxy materials and oversee the tabulation of proxies by
               the Fund's transfer agent;

                    (d)  Negotiate the terms and conditions under which
               custodian services will be provided to the Fund and the fees to
               be paid by the Fund to its custodian (which may or may not be an
               affiliate of the Fund's investment adviser), in connection
               therewith;

                    (e)  Negotiate the terms and conditions under which
               dividend disbursing services will be provided to the Fund, and
               the fees to be paid by the Fund in connection therewith; review
               the provision of dividend disbursing services to the Fund;

                    (f)  Determine the amounts available for distribution as
               dividends and distributions to be paid by the Fund to its
               Shareholders; prepare and arrange for the printing of dividend
               notices to Shareholders; and provide the Fund's dividend
               disbursing agent and custodian with such information as is
               required for such parties to effect the payment of dividends and
               distributions and to implement the Fund's dividend reinvestment
               plan;

                    (g)  Make such reports and recommendations to the Board as
               the Board reasonably requests or deems appropriate; and
<PAGE>   2
                    (h)  Provide shareholder services to holders or potential
                         holders of the Fund's securities including but not
                         limited to responding to shareholder requests for
                         information.

     3.   PUBLIC INQUIRIES.  The Fund and the Administrator agree that the
Administrator will not be responsible for replying to questions or requests for
information concerning the Fund from shareholders, brokers or the public.  The
Fund will inform the Administrator of the party or parties to whom any such
questions or requests should be directed, and the Administrator will refer such
questions and requests to such party or parties.

     4.   COMPLIANCE WITH THE FUND'S GOVERNING DOCUMENTS AND APPLICABLE LAW.
In all matters relating to the performance of this Agreement, the Administrator
will act in conformity with the Declaration of Trust, By-Laws and registration
statement of the Fund and with the directions of the Board and Fund executive
officers and will conform to and comply with the requirements of the 1940 Act
and all other applicable federal or state laws and regulations.

     5.   SERVICES NOT EXCLUSIVE.  The Administrator's services hereunder are
not deemed to be exclusive, and the Administrator is free to render
administrative or other services to other funds or clients so long as the
Administrator's services under this Agreement are not impaired thereby.

     6.   COMPENSATION.  For the services provided and expenses assumed by the
Administrator under this Agreement, the Fund will pay the Administrator a fee,
accrued daily and paid monthly, at the annualized rate of 0.25% of the Fund's
average weekly managed assets (which, for the purposes of determining such fee,
shall mean the average weekly value of the total assets of the Fund, minus the
sum of the accrued liabilities of the Fund other than the aggregate amount of
any borrowings undertaken by the Fund).

     7.   LIMITATION OF LIABILITY OF THE ADMINISTRATOR.  The Administrator will
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund or its shareholders in connection with the performance of
its duties under this Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of
its duties or from reckless disregard by it of its duties under this Agreement.

     8.   LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS OF THE FUND.
Pursuant to the provisions of Article V, Section 5.5 of the Declaration of
Trust as amended or restated as of the date hereof, this Agreement is entered
into by the Board not individually, but as trustees under such Declaration of
Trust and the obligations of the Fund hereunder are not binding upon any such
trustees or Shareholders of the Fund, but bind only the trust estate.

     9.   DURATION AND TERMINATION.  This Agreement will become effective upon
the date hereabove written and shall continue in effect thereafter until
terminated without penalty by the Administrator or the Fund upon 30 days'
written notice to the other and shall automatically terminate in the event of
its assignment as that term is defined in the 1940 Act.

     10.  AMENDMENT OF THIS AGREEMENT.   No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

     11.  GOVERNING LAW.  This Agreement shall be construed in accordance with
the laws of the Commonwealth of Massachusetts and the 1940 Act. To the extent
that the applicable laws of the Commonwealth of Massachusetts conflict with the
applicable provisions of the 1940 Act, the latter shall control.
<PAGE>   3
     12.  MISCELLANEOUS.  The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.  If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.


<TABLE>
<S>                                  <C>
Attest:                              VAN KAMPEN AMERICAN CAPITAL
                                     SENIOR FLOATING RATE FUND


  /s/ Weston B. Wetherell            By:     /s/ Edward C.Wood, III
- ----------------------------               -------------------------------------
Weston B. Wetherell                     Edward C. Wood, III, Vice President and
Assistant Secretary                     Chief Financial Officer


Attest:                              VAN KAMPEN AMERICAN CAPITAL, INC.


  /s/ Weston B. Wetherell            By:   /s/ William R. Molinari
- ----------------------------              --------------------------------------
Weston B. Wetherell                     William R. Molinari, President
Assistant Secretary
</TABLE>

<PAGE>   1
                                                                 Exhibit (c) (3)
                               OFFERING AGREEMENT


          THIS OFFERING AGREEMENT, dated as of December 19, 1997 (the
"Agreement"), by and between VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE
FUND (the "Fund"), a Massachusetts business trust, and VAN KAMPEN AMERICAN
CAPITAL DISTRIBUTORS, INC., a Delaware corporation (the "Principal
Underwriter").

          1. (a)  APPOINTMENT OF PRINCIPAL UNDERWRITER.  The Fund
appoints the Principal Underwriter as a principal underwriter and exclusive
distributor of shares of the Fund (the "Shares") effective as of the date upon
which the continuous public offering of the Fund's Shares, as described in the
Fund's then current Prospectus, shall commence.  The Fund reserves the right,
however, to refuse at any time or times to sell Shares hereunder for any reason
at any time or times to sell Shares hereunder for any reason deemed adequate by
the Board of Trustees of the Fund.

             (b)  BEST EFFORTS.  The Principal Underwriter shall use its best
efforts to sell through its organization and through other dealers and agents
the Shares which the Principal Underwriter has the right to purchase under
Section 2 hereof, but the Principal Underwriter does not undertake to sell any
specific number of Shares.  Without the prior approval of the Board of
Trustees, the Principal Underwriter shall not, directly or indirectly,
distribute, sell or market, through its organization or other brokers, dealers
or agents, shares of any investment companies unless the Board of Trustees of
the Fund determines that such companies do not compete, or potentially compete,
with the Fund.

            (c)  POSITIONS IN THE SHARES.  The Principal Underwriter agrees
that it will not take any long or short positions in the Shares, except for
long positions in those Shares purchased by the Principal Underwriter in
accordance with any systematic sales plan described in the then current
Prospectus of the Fund and except as permitted by Section 2 hereof, and that so
far as it can control the situation, it will prevent any of its trustees,
officers or shareholders from taking any long or short positions in the Shares,
except for legitimate investment purposes.

            (d)  ESSENTIAL PERSONNEL.  Commencing on the date of this
Agreement until May 31, 1998, the Principal Underwriter and the Fund agree that
the retention of (i) the chief executive officer, president, treasurer and
secretary of the Principal Underwriter, and (ii) each director, officer and
employee of the Principal Underwriter or any of its Affiliates (as defined in
the Investment Company Act of 1940, as amended (the "1940 Act")) who serves as
an officer of the Fund (each person referred to in (i) or (ii) hereinafter
being referred to as an "Essential Person"), in his or her current capacities,
is in the best interest of the Fund and the Fund's shareholders.  In connection
with the Principal Underwriter's acceptance of employment hereunder, the
Principal Underwriter hereby agrees and covenants for itself and on behalf of
its Affiliates that neither the Principal Underwriter nor any of its Affiliates
shall replace or seek to replace any Essential Person or cause to be replaced
any Essential Person, in each case without first consulting with the Board of
Trustees of the Fund in a timely manner.  In addition, neither the Principal
Underwriter nor any Affiliate of the Principal Underwriter, shall change or
seek to change or cause to be changed, in any material respect, the duties and
responsibilities of any Essential Person, in each case without first consulting
with the Board of Trustees of the Fund in a timely manner.

          2.  SALE OF SHARES TO PRINCIPAL UNDERWRITER; EARLY WITHDRAWAL
CHARGE.  The Fund hereby grants to the Principal Underwriter the exclusive
right, except as herein otherwise provided, to purchase Shares upon the terms
herein set forth.  Such exclusive right hereby granted shall not apply to
Shares issued or transferred or sold at net asset value: (a) in connection with
the merger or consolidation of the Fund with any other investment company or
the acquisition by the Fund of all or substantially all of the assets of or the
outstanding Shares of any investment company; (b) in connection with a pro rata
distribution directly to the holders of Shares in the nature of a stock
dividend or stock split or in connection with any other recapitalization
approved by the Board of Trustees; (c) upon the exercise of purchase or
subscription rights granted to the holders of Shares on a pro rata basis; or
(d) in connection with the automatic reinvestment of dividends and
distributions from the Fund.

<PAGE>   2

          The Principal Underwriter shall have the right to buy from the Fund
the Shares needed, but not more than the Shares needed (except for reasonable
allowances for clerical errors, delays and errors of transmission and
cancellation of orders) to fill unconditional orders for Shares received by the
Principal Underwriter from dealers, agents and investors during each period
when a particular net asset value and public offering price are in effect as
provided in Section 3 hereof; and the price which the Principal Underwriter
shall pay for the Shares so purchased shall be the net asset value used in
determining the public offering price on which such orders were based.  The
Principal Underwriter shall notify the Fund at the end of each such period, or
as soon thereafter on that business day as the orders received in such period
have been compiled, of the number of Shares which the Principal Underwriter
elects to purchase hereunder.

          The Fund shall impose an early withdrawal charge, payable to the
Principal Underwriter, on most shares accepted for tender by the Fund which
have been held for less than five years, as set forth in the current Fund
Prospectus.

          3.  PUBLIC OFFERING PRICE.  The public offering price per Share
shall be determined in accordance with the then current Prospectus of the Fund.
In no event shall the public offering price exceed the net asset value per
Share.  The net asset value per Share shall be determined in the manner
provided in the Declaration of Trust and By-laws of the Fund as then amended
and in accordance with the then current Prospectus of the Fund.  The Fund will
cause immediate notice to be given to the Principal Underwriter of each change
in net asset value as soon as it is determined.  Compensation from the
Principal Underwriter to dealers purchasing Shares from the Principal
Underwriter for resale and to brokers and other eligible agents making sales to
investors shall be sent the forms of agreement between the Principal
Underwriter and such dealers or agents, respectively, as from time to time
amended, and, if such compensation from the Principal Underwriter is described
in the then current Prospectus for the Fund, shall be as so set forth.  In
connection with the Principal Underwriter's employment hereunder, the Principal
Underwriter hereby agrees to distribute the Shares through brokers, dealers and
other agents of Dean Witter Distributors, Inc. on a "proprietary basis"
substantially identical to the distribution of shares of proprietary open-end
investment companies distributed by Dean Witter Distributors, Inc.

          4.  COMPLIANCE WITH NASD RULES, ETC.  In selling Fund Shares, the
Principal Underwriter will in all respects duly comply with all state and
Federal laws relating to the sale of such securities and with all applicable
rules and regulations of all regulatory bodies, including, without limitation,
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and all applicable rules and regulations of the Securities and Exchange
Commission under the 1940 Act, and will indemnify and save the Fund harmless
from any damage or expense on account of any unlawful act by the Principal
Underwriter or its agents or employees.  The Principal Underwriter is not,
however, to be responsible for the acts of other dealers or agents except as
and to the extent that they shall be acting for the Principal Underwriter or
under its direction or authority.  None of the Principal Underwriter, any
dealer, any agent or any other person is authorized by the Fund to give any
information or to make any representations, other than those contained in the
Registration Statement or Prospectus heretofore or hereafter filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "1933 Act") (as any such Registration Statement and Prospectus may have
been or may be amended from time to time), covering the Shares and in any
supplemental information to any such Prospectus approved by the Fund in
connection with the offer of sale of Shares.  None of the Principal
Underwriter, any dealer, any broker or any other person is authorized to act as
agent for the Fund in connection with the offering or sale of Shares to the
public or otherwise.  All such sales shall be made by the Principal Underwriter
as principal for its own account.

<PAGE>   3

          5. EXPENSES.

             (a)  The Fund will pay or cause to be paid:

                 (i)  all expenses in connection with the registration of Shares
       under the Federal securities laws, and the Fund will exercise its best
       efforts to obtain said registration and qualification;

                 (ii)  all expenses in connection with the printing of any
       notices of shareholders' meetings, proxy and proxy statements and
       enclosures therewith, as well as any other notice or communication sent
       to shareholders in connection with any meeting of the shareholders or
       otherwise, any annual, semi-annual or other reports or communications
       sent to the shareholders, and the expense of sending prospectuses
       relating to the Shares to existing shareholders;

                 (iii)  all expenses of any Federal or state original issue tax
       or transfer tax payable upon the issuance, transfer or delivery of Shares
       from the Fund to the Principal Underwriter; and

                 (iv)  the costs of preparing and issuing any Share certificates
       which may be issued to represent Shares.

             (b)  The Principal Underwriter will pay the costs and expenses of
qualifying and maintaining qualification of the Shares for sale under the
securities laws of the various states.  The Principal Underwriter will also
permit its officers and employees to serve without compensation as trustees and
officers of the Fund if duly elected to such positions.

           6.  NO SECONDARY MARKET ACTIVITY.  It is understood that Shares of
the Fund will not be repurchased by either the Fund or the Principal
Underwriter, and that no secondary market for the Fund shares exists currently,
or is expected to develop.  While the Board of Trustees of the Fund intends to
consider tendering for all or a portion of the Fund's shares on a quarterly
basis, there is no assurance that the Fund will tender for shares at any time
or, following such a tender offer, that shares so tendered will be repurchased
by the Fund. Accordingly investment in the Fund's shares would be considered
illiquid.  ANY REPRESENTATION AS TO A TENDER OFFER BY THE FUND, OTHER THAN THAT
WHICH IS SET FORTH IN THE FUND'S THEN CURRENT PROSPECTUS, IS EXPRESSLY
PROHIBITED.

           The Principal Underwriter hereby covenants that it (i) will not make
a secondary market in any shares of the Fund, (ii) will not purchase or hold
such shares in inventory for the purpose of resale in the open market, (iii)
will not repurchase shares in the open market, and (iv) will require every bank,
broker or dealer participating in the continuous offering of the shares to make
the covenants contained in clauses (i), (ii) and (iii) of this Section 6 as a
condition precedent to their participation in such offering.

           7.  INDEMNIFICATION.  The Fund agrees to indemnify and hold harmless
the Principal Underwriter and each of its trustees and officers and each person,
if any, who controls the Principal Underwriter within the meaning of Section 15
of the 1933 Act against any loss, liability, claim, damages, or expenses
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expenses and reasonable counsel fees incurred in
connection therewith), arising by reason of any person acquiring any Shares,
based upon the grounds that the registration statement, Prospectus, shareholder
reports or other information filed or made public by the Fund (as from time to
time amended), included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make the
statements not misleading under the 1933 Act or any other statute or the common
law.  However, the Fund does not agree to indemnify the Principal Underwriter or
hold it harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the Fund by or
on behalf of the Principal Underwriter. In no case (i) is the indemnity of the
Fund in favor of the Principal Underwriter or any person indemnified to be
deemed to protect the Principal Underwriter or any person against any liability
to the Fund or its security holders to

<PAGE>   4

which the Principal Underwriter or such person would otherwise by
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Fund to be liable
under its indemnity agreement contained in this Section with respect to any
claim made against the Principal Underwriter or any other person unless the
Principal Underwriter or such other person shall have notified the Fund in
writing of the claim within a reasonable time after the summons or other first
written notification giving information of the nature of the claim shall have
been served upon the Principal Underwriter or any such person (or after the
Principal Underwriter or the person shall have received notice of service on
any designated agent).  However, failure to notify the Fund of any claim shall
not relieve the Fund from any liability which it may have to the Principal
Underwriter or any person against whom such action is brought otherwise than on
account of its indemnity agreement contained in this paragraph.  The Fund shall
be entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any such action brought to enforce any claims,
but if the Fund elects to assume the defense, the defense shall be conducted by
counsel chosen by it and satisfactory to the Principal Underwriter or officers
or trustees or controlling person or persons or defendant or defendants in the
suit.  In the event the Fund elects to assume the defense of any suit and
retain counsel, the Principal Underwriter, officers or trustees or controlling
person or persons or defendant or defendants in the suit shall bear the fees
and expenses of any additional counsel retained by them.  If the Fund does not
elect to assume the defense of any suit, it will reimburse the Principal
Underwriter, officers or trustees or controlling person or persons or defendant
or defendants in the suit for the reasonable fees and expenses of any counsel
retained by them.  The Fund agrees to notify the Principal Underwriter promptly
of the commencement of any litigation or proceedings against it or any of its
officers or directors in connection with the issuance or sale of any of the
Shares.

          The Principal Underwriter also covenants and agrees that it will
indemnify and hold harmless the Fund and each of its trustees and officers and
each person, if any, who controls the Fund within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense (including
the reasonable cost of investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred in connection
therewith) arising by reason of any person acquiring any Shares, based upon the
1933 Act or any other statute or common law, alleging any wrongful act of the
Principal Underwriter or any of its employees or alleging that the registration
statement, Prospectus, shareholder reports or other information filed or made
public by the Fund (as from time to time amended), included an untrue statement
of a material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements not misleading, insofar as the
statement or omission was made in reliance upon, and in conformity with
information furnished to the Fund by or on behalf of the Principal Underwriter.
In no case (i) is the indemnity of the Principal Underwriter in favor of the
Fund or any person indemnified to be deemed to protect the Fund or any such
person against any liability to which the Fund or such person would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Principal
Underwriter to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Fund or any person
indemnified unless the Fund or person, as the case may be, shall have notified
the Principal Underwriter in writing of the claim within a reasonable time
after the summons or other first written notification giving information of the
nature of the claim shall have been served upon the Fund or person (or after
the Fund or such person shall have received notice of service on any designated
agent).  However, failure to notify the Principal Underwriter of any claim
shall not relieve the Principal Underwriter from any liability which it may
have to the Fund or any person against whom the action is brought otherwise
than on account of its indemnity agreement contained in this paragraph.  In the
case of any notice to the Principal Underwriter, it shall be entitled to
participate, at its own expense, in the defense or, if it so elects, to assume
the defense of any suit brought to enforce the claim, but if the Principal
Underwriter elects to assume the defense the defense shall be conducted by
counsel chosen by it and satisfactory to the Fund, to its officers and trustees
and to any controlling person or persons, defendant or defendants in the suit.
In the event that the Principal Underwriter elects to assume the defense of any
suit and retain counsel, the Fund or controlling persons or defendants in the
suit shall bear the fees and expenses of any additional counsel retained by
them.  If the Principal Underwriter does not elect to assume the defense of any
suit, it will reimburse the Fund, officers and trustees or controlling



<PAGE>   5
person or persons or defendant or defendants in the suit for the reasonable fees
and expenses of any counsel retained by them.  The Principal Underwriter agrees
to notify the Fund promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the Shares.

           8.  CONTINUATION, AMENDMENT OR TERMINATION OF THE AGREEMENT.  This
Agreement shall become effective on the Effective Date and thereafter shall
continue in full force and effect from year to year so long as such continuance
is approved at least annually (i) by the Board of Trustees of the Fund or by a
vote of a majority of the outstanding voting securities of the Fund, and (ii) by
vote of a majority of the Trustees who are not parties to this Agreement or
interested persons in any such party (the "Disinterested Trustees") cast in
person at a meeting called for the purpose of voting on such approval, provided,
however, that (a) this Agreement may at any time be terminated without the
payment of any penalty either by vote of a majority of the Disinterested
Trustees, or by vote of a majority of the outstanding voting securities of the
Fund, on written notice to the Principal Underwriter; (b) this Agreement shall
immediately terminate in the event of its assignment; and (c) this Agreement may
be terminated by the Principal Underwriter on ninety (90) days' written notice
to the Fund.  Upon termination of this Agreement, the obligations of the parties
hereunder shall cease and terminate as of the date of such termination, except
for any obligation to respond for a breach of this Agreement committed prior to
such termination and except with respect to any rights and obligations of
indemnification arising out of any action or inaction occurring prior to such
termination.

           This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Fund shall have been
approved (i) by the Board of Trustees of the Fund, or by a vote of the majority
of the outstanding voting securities of the Fund and (ii) by vote of a majority
of the Disinterested Trustees cast in person at a meeting called for the purpose
of voting on such amendment.

           For purposes of this section, the terms "vote of a majority of the
outstanding voting securities," "interested person" and "assignment" shall have
the meanings defined in the 1940 Act, as amended.

           9.  DISCLAIMER LIABILITY.  Notwithstanding anything to the contrary
contained in this Agreement, you acknowledge and agree that, as provided by
Section 5.5 of the Declaration of Trust of the Fund, the shareholders, trustees,
officers, employees and other agents of the Fund shall not personally be bound
by or liable hereunder, nor shall any resort to their personal property being
had for the satisfaction of any obligation or claim hereunder.

           10.  NOTICE.  Any notice given under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, to the other party at any
office of such party or at such other address as such party shall have
designated in writing.

           11.  NAME.  In connection with its employment hereunder, the
Principal Underwriter hereby agrees and covenants not to change its name without
the prior consent of the Board of Trustees.

<PAGE>   6
           IN WITNESS WHEREOF, the parties hereto have executed this Agreement
to be executed on their behalf on the day and year first above written.


                                   VAN KAMPEN AMERICAN CAPITAL
                                   SENIOR FLOATING RATE FUND

                                   By:   /s/ Dennis J. McDonnell    
                                       -----------------------------
                                   Name:  Dennis J. McDonnell
                                   Title:     President


                                   VAN KAMPEN AMERICAN CAPITAL
                                   DISTRIBUTORS INC.

                                   By:   /s/ William R. Molinari    
                                       -----------------------------
                                   Name:  William R. Molinari
                                   Title:     President



<PAGE>   1
                                                                 Exhibit (c) (4)

             VAN KAMPEN AMERICAN CAPITAL SENIOR FLOATING RATE FUND

                                  SERVICE PLAN



     The plan set forth below (the "Service Plan") for the VAN KAMPEN AMERICAN
CAPITAL SENIOR FLOATING RATE FUND (the "Fund"), describes the material terms and
conditions under which assets of the Fund may be used to compensate the Fund's
principal underwriter, within the meaning of the Investment Company Act of 1940,
as amended (the "1940 Act"), brokers, dealers and other financial intermediaries
(collectively "Financial Intermediaries") for providing personal services to
shareholders and/or the maintenance of shareholder accounts with respect to each
of its Shares of beneficial interest (the "Shares"). Each Share is offered and
sold subject to a service fee and contingent deferred sales charge.

     The Fund also has entered into a distribution and services agreement (the
"Distribution and Services Agreement") with Van Kampen American Capital
Distributors, Inc. (the "Distributor"), pursuant to which the Distributor acts
as agent on behalf of the Fund in connection with the implementation of the
Service Plan and acts as the principal underwriter with respect to the Shares.
The Distributor may enter into selling agreements (the "Selling Agreements")
with brokers, dealers and other financial intermediaries ("Financial
Intermediaries") in order to implement the Distribution Agreement and this
Service Plan.

1.   The Fund hereby is authorized to pay a service fee with respect to
its Shares to any person who sells such Shares and provides personal services to
shareholders and/or maintains shareholder accounts in an annual amount not to
exceed 0.25% of the average annual net asset value of the Shares maintained in
the Fund by such person that were sold on or after the date on which this
Service Plan was first implemented.  The aggregate annual amount of all such
payments with respect to each such Share may not exceed 0.25% of the Fund's
average annual net assets attributable to the Shares sold on or after the date
on which this Service Plan was first implemented and maintained in the Fund more
than one year.

2.   Payments pursuant to this Service Plan may be paid or prepaid on
behalf of the Fund by the Distributor acting as the Fund's agent.

3.   Payments by the Fund to the Distributor pursuant to this Service Plan
shall not be made more often than monthly upon receipt by the Fund of a
separate written expense report with respect to the Shares setting forth the
expenses qualifying for such reimbursement allocated to each Share and the
purposes thereof.

4.   In the event that amounts payable hereunder do not fully reimburse the
Distributor for pre-paid service fees, such unreimbursed service fee expenses
will be carried forward and paid by the Fund hereunder in future years so long
as this Service Plan remains in effect, subject to applicable laws and
regulations.  Reimbursements for service fee related expenses payable hereunder
with respect to a particular class of Shares may not be used to subsidize
services provided with respect to any other class of Shares.

5.   The Fund shall not compensate the Distributor, and neither the Fund nor
the Distributor shall compensate any Financial Intermediary, for any service
related expenses incurred prior to the later of (a) the implementation of this
Service Plan with respect to such class of Shares or (b) the date that such
Financial Intermediary enters into a Selling Agreement with the Distributor.

6.   The Fund hereby authorizes the Distributor to enter into Selling
Agreements with certain Financial Intermediaries to provide compensation to
such Financial Intermediaries for activities and services of the 

<PAGE>   2
type referred to in Paragraph 1 hereof.  Prior to the implementation of a
Selling Agreement, such agreement shall be approved by a majority of the Board
of Trustees of the Trust and a majority of the Disinterested Trustees (within
the meaning of the 1940 Act) by a vote cast in person at a meeting called for
the purpose of voting on such Selling Agreements.  Such Selling Agreements shall
provide that the Financial Intermediaries shall provide the Distributor with
such information as is reasonably necessary to permit the Distributor to comply
with the reporting requirements set forth in Paragraphs 3 and 8 hereof.

7.   Subject to the provisions of this Service Agreement, the Fund is hereby
authorized to pay a service fee to any person that is not an "affiliated
person" or "interested person" of the Fund or its "investment adviser" or
"principal underwriter" (as such terms are defined in the 1940 Act) who
provides any of the foregoing services for the Fund.  Such fee shall be paid
only pursuant to written agreements between the Fund and such other person the
terms of which permit payments to such person only in accordance with the
provisions of this Service Agreement and which have the approval of a majority
of the Disinterested Trustees by vote cast separately with respect to each
class of Shares and cast in person at a meeting called for the purpose of
voting on such written agreement.

8.   The Fund and the Distributor shall prepare separate written reports for
each class of Shares and shall submit such reports to the Fund's Board of
Trustees on a quarterly basis summarizing all payments made by them with
respect to each class of Shares pursuant to this Service Plan and the
agreements contemplated hereby, the purposes for which such payments were made
and such other information as the Board of Trustees or the Disinterested
Trustees may reasonably request from time to time, and the Board of Trustees
shall review such reports and other information.

9.   This Service Plan may be terminated with respect to a class of Shares
without penalty at any time by a majority of the Disinterested Trustees or by a
"majority of the outstanding voting securities"  of the respective class of
Shares of the Fund.

10.  This Service Plan shall become effective upon its approval by (a) a
majority of the Board of Trustees and a majority of the Disinterested Trustees
by vote cast separately with respect to each class of Shares cast in person at
a meeting called for the purpose of voting on this Distribution Plan, and (b)
with respect to each class of Shares, a "majority of the outstanding voting
securities" (as such phrase is defined in the 1940 Act) of such class of Shares
voting separately as a class.


11.  This Service Plan and any agreement contemplated hereby shall continue
in effect beyond the first anniversary of its adoption by the Board of Trustees
of the Fund only so long as (a) its continuation is approved at least annually
in the manner set forth in clause (a) of paragraph 10 above and (b) the
selection and nomination of those trustees of the Fund who are not "interested
persons" of the Fund are committed to the discretion of such trustees.

12.  This Service Plan may not be amended to increase materially the
maximum amounts permitted to be expended hereunder except with the approval of a
"majority of the outstanding voting securities" of the respective class of
Shares of the Fund.  This Service Plan may not be amended in any material
respect except with the approval of a majority of the Disinterested Trustees.
Amendments required to conform requirements of the Investment Company Act of
1940, the rules and regulations thereunder, the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. or other applicable law shall
not be deemed to be material amendments.

     The Trustees of the Trust have adopted this Service Plan as trustees under
the Declaration of Trust of the Trust and the policies of the Trust adopted
hereby are not binding upon any of the Trustees or shareholders of the Trust
individually, but bind only the trust estate.





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