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EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
REGARDING COMMON SHARES
OF
VAN KAMPEN SENIOR FLOATING RATE FUND
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 19, 2001
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT EASTERN
TIME ON FEBRUARY 16, 2001, UNLESS THE OFFER IS EXTENDED
Ladies and Gentlemen:
The undersigned hereby tenders to the Van Kampen 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 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 January 19, 2001, 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 Van Kampen 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 Funds 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.
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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 Investment
Advisory Corp. or Van Kampen Asset Management Inc. and distributed by Van Kampen
Funds Inc., subject to certain limitations, 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 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: VAN KAMPEN INVESTOR SERVICES INC., Depositary
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By Regular Mail, By, Certified, Registered,
Van Kampen Investor Services Inc. Overnight Mail or Courier
P.O. Box 218256 Van Kampen Investor Services Inc.
Kansas City, MO 64121-8256 7501 Tiffany Springs Parkway
Attn: Van Kampen Senior Kansas City, MO 64153
Floating Rate Fund Tender Attn: Van Kampen Senior
Floating Rate Fund Tender
</TABLE>
FOR ADDITIONAL INFORMATION CALL:
(800) 341-2911
12 SFR004(a)-01/01
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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 (FEBRUARY 16, 2001).
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BOX NO. 1: SHAREHOLDER INFORMATION
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Name and Address of Registered Owner Shareholder Information
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PLEASE PROVIDE:Social Security No.
Confirm No.
(if applicable)
ACCOUNT NO.:
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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).
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PLEASE NOTE:
1. Additional legal documentation may be required.
2. If the account indicated by the account number in this Box No. 1 is a Van
Kampen FIDUCIARY IRA ACCOUNT, an IRA DISTRIBUTION FORM MUST be submitted
with this Letter of Transmittal.
3. If the SOCIAL SECURITY NUMBER OR TAX IDENTIFICATION NUMBER IS NOT
CERTIFIED, OR THE ACCOUNT IS BEING TRANSFERRED TO A NEW SOCIAL SECURITY
NUMBER OR TAX IDENTIFICATION NUMBER, THE ENCLOSED FORM W-9 MUST be
completed and signed by the account owner. (Estate accounts must be signed
by the legal representative of the estate and bear the estate tax
identification number and not the social security number of the deceased.
Completion of the Form W-9 certifies the tax identification number.
Certification will prevent a 31% withholding pursuant to Internal Revenue
Service regulations.)
PLEASE BE SURE TO COMPLETE BOTH SIDES OF THIS FORM
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BOX NO. 2: SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 2, 3 AND 4)
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To be completed ONLY if any checks are to be sent or wired to someone other than the undersigned
and/or any checks or certificates for Common Shares not tendered or not purchased 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.
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CHECK/CERTIFICATE INFORMATION BANK WIRE INFORMATION
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PAYEE: Wire Proceeds To: [ ] Checking [
If you would like the check and/or certificates ] Savings
PAYABLE to someone other than who the account (Minimum $5,000 to be wired)
is registered, please provide the following:
Bank
Name(s) (NAME)
(PLEASE PRINT)
Address
Address
ABA Routing No.
(INCLUDE ZIP CODE) Account No.
(SHAREHOLDER'S BANK ACCOUNT NO.)
MAILING:
If you would like the check and/or certificates Bank Account Registration
MAILED to an address other than the account (NAME)
registration, please provide the following: Please attach a voided check or deposit slip if
possible.
Name(s)
(PLEASE PRINT)
Address
(INCLUDE ZIP CODE)
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</TABLE>
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</TABLE>
BOX NO. 3: SIGNATURES (SEE INSTRUCTIONS 2, 3 AND 4)
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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 name and full title of such authorized
signor and include the required additional legal documentation regarding
the authority of the signor. See Instruction 4.
NOTE: ANY QUESTIONS REGARDING ADDITIONAL LEGAL DOCUMENTATION WHICH MAY BE
REQUIRED SHOULD BE
DIRECTED TO OUR INVESTOR SERVICES DEPARTMENT AT (800) 341-2911.
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 $100,000, (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 ....................................................,
20.... DAYTIME TELEPHONE NUMBER( )
...........................................
SIGNATURE GUARANTEE (IF
APPLICABLE):
............................................................................
Bank Name
............................................................................
Print Name of Authorized
Signer
Telephone Number ( )
............................... (Affix signature guarantee stamp above if
required)
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12 SFR004(b)-01/01
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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 THE LETTER OF
TRANSMITTAL SHOULD BE MAILED OR DELIVERED TO THE DEPOSITARY AT THE ADDRESS SET
FORTH IN THE LETTER OF TRANSMITTAL AND MUST BE RECEIVED BY THE DEPOSITARY ON OR
PRIOR TO THE EXPIRATION DATE (FEBRUARY 16, 2001).
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 THE 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 THE 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 the
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 Investment
Advisory Corp. or Van Kampen Asset Management Inc. and distributed by Van Kampen
Funds 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. Please contact the Investor Services Department
for assistance at (800) 341-2911.
12 SFR005-01/01
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(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 $100,000, (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.
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 Funds Inc., Van
Kampen Investments 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
Funds Inc., 1 Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, IL 60181-5555, 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% backup 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 foreign shareholder has provided to the Depositary a Form
W-8 on which it claims eligibility for a reduced rate of withholding or
establishes 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 or partnership 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 certificates or statements
provided by the foreign shareholder 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.
