<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by each Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
VAN KAMPEN AMERICAN CAPITAL BOND FUND
VAN KAMPEN AMERICAN CAPITAL CONVERTIBLE SECURITIES FUND
VAN KAMPEN AMERICAN CAPITAL INCOME TRUST
- --------------------------------------------------------------------------------
(Name of each Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee Required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
November 1997
IMPORTANT NOTICE
TO VAN KAMPEN AMERICAN CAPITAL
CLOSED END FUND SHAREHOLDERS
QUESTIONS
& ANSWERS
Although we recommend that you read the complete proxy statement, for your
convenience, we have provided a brief overview of the issues to be voted on.
Why am I receiving this proxy statement?
This is the Joint Annual Meeting of Shareholders and your Trustees have
nominated eight individuals for election to each Board as a result of a
trans-action by and among Smith Barney Mutual Funds Management, Inc., and its
affiliates and your Fund's Adviser and its affiliates. Please refer to the proxy
statement for a detailed explanation of the proposed items.
How will this affect my account?
You can expect the same level of management expertise and high-quality
shareholder service you've grown accustomed to.
Will my vote make a difference?
Your vote is needed to ensure that the proposals can be acted upon. Your
immediate response on the enclosed proxy card(s) will help save on the costs of
any further solicitations for a shareholder vote. We encourage all shareholders
to participate in the governance of their Fund(s).
How do the Trustees of each Fund suggest that I vote?
After careful consideration, the Trustees of each Fund
unanimously recommend that you vote "FOR" each of the items proposed on the
enclosed proxy card(s).
Who is paying for expenses related to the shareholders' meeting?
Each Fund will pay its pro-rata portion of the expenses relating to the
shareholders' meeting.
Who do I call if I have questions?
We will be happy to answer your questions about the proxy solicitation.
Please call us at 1-800-341-2929 between 7:00 a.m. and 7:00 p.m. Central time,
Monday through Friday. (TDD users call 1-800-421-2833.)
Where do I mail my proxy card(s)?
You may use the enclosed postage paid envelope or mail your proxy card(s) to:
Proxy Tabulator
P.O. Box 9113
Hingham, MA 02043-9113
<PAGE> 3
ABOUT THE PROXY CARD
Please vote on each issue using blue or black ink to mark an X in one of the
boxes provided on the proxy card.
Election of Trustees -- mark "For All," "Withhold" or "For All Except"
To withhold authority to vote for one or more nominees, check "For All Except"
and write the nominee's name(s) on the line below.
Ratification of Independent Accountants -- mark "For," "Against" or "Abstain"
Sign, date and return the proxy card in the enclosed postage-paid envelope. All
registered owners of an account, as shown in the address, must sign the card.
When signing as attorney, trustee, executor, administrator, custodian, guardian
or corporate officer, please indicate your full title.
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE
PROXY
VAN KAMPEN AMERICAN CAPITAL XXXXX
ANNUAL MEETING OF SHAREHOLDERS
SAMPLE For
For All
All Withhold Except
1. To vote to elect eight trustees to / / / / / /
serve until their respective
successors are duly elected and
qualified.
XXXXXXXXX, XXXXXXXXX, XXXXXXXXXX
INSTRUCTIONS: to withhold authority to vote
for one or more nominees check "For All
Except" nominee, and write the nominee's
name(s) on the line below.
- -----------------------------------------------------
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
For Against Abstain
2. To ratify the selection of / / / / / /
Ernst & Young LLP as the
independent accountants.
<PAGE> 4
VAN KAMPEN AMERICAN CAPITAL BOND FUND
VAN KAMPEN AMERICAN CAPITAL CONVERTIBLE SECURITIES FUND
VAN KAMPEN AMERICAN CAPITAL INCOME TRUST
ONE PARKVIEW PLAZA
OAKBROOK TERRACE, ILLINOIS 60181
TELEPHONE (800) 341-2929
NOTICE OF JOINT ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD DECEMBER 18, 1997
A Joint Annual Meeting of Shareholders (the "Meeting") of Van Kampen American
Capital Bond Fund (the "Bond Fund"), Van Kampen American Capital Convertible
Securities Fund (the "Convertible Securities Fund") and Van Kampen American
Capital Income Trust (the "Income Trust") (each a "Fund" and collectively, the
"Funds"), will be held at the offices of Van Kampen American Capital, Inc., One
Parkview Plaza, Oakbrook Terrace, Illinois 60181, on Thursday, December 18,
1997, at 3:00 p.m. for the following purposes:
1. With respect to each Fund, to elect eight Trustees (including seven new
Trustees);
2. With respect to each Fund, to ratify or reject the selection of Ernst &
Young LLP as independent accountants for its current fiscal year; and
3. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
Shareholders of record at the close of business on October 31, 1997 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Trustees
/s/ Ronald A. Nyberg
Ronald A. Nyberg, Vice President and Secretary
November 25, 1997
<PAGE> 5
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY) TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE
VAN KAMPEN AMERICAN CAPITAL FUNDS BY CALLING (800) 341-2929 OR BY WRITING TO THE
FUNDS AT ONE PARKVIEW PLAZA, OAKBROOK TERRACE, ILLINOIS 60181.
SHAREHOLDERS OF THE FUNDS ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED PROXY CARD WITH RESPECT TO EACH FUND IN WHICH YOU WERE A
SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN SUCH PROXY CARD(S), AND RETURN
IT (THEM) IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU CAST YOUR VOTE:
- FOR ALL OF THE NOMINEES FOR THE BOARD OF TRUSTEES OF EACH FUND LISTED IN THE
PROXY STATEMENT.
- FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
ACCOUNTANTS FOR THE CURRENT FISCAL YEAR OF EACH FUND.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE> 6
PROXY STATEMENT
VAN KAMPEN AMERICAN CAPITAL BOND FUND
VAN KAMPEN AMERICAN CAPITAL CONVERTIBLE SECURITIES FUND
VAN KAMPEN AMERICAN CAPITAL INCOME TRUST
ONE PARKVIEW PLAZA
OAKBROOK TERRACE, ILLINOIS 60181
TELEPHONE (800) 341-2929
JOINT ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 18, 1997
This proxy statement is furnished in connection with the solicitation by the
respective Board of Trustees (the "Board") of the Funds (defined below) of
proxies to be voted at a Joint Annual Meeting of Shareholders, and all
adjournments thereof (the "Meeting"), to be held at the offices of Van Kampen
American Capital, Inc., One Parkview Plaza, Oakbrook Terrace, Illinois 60181, on
Thursday, December 18, 1997, at 3:00 p.m. The approximate mailing date of this
proxy statement and accompanying form of proxy is November 25, 1997.
The primary purpose of the Meeting is to permit each Fund's shareholders to
elect seven new Trustees and one incumbent Trustee and ratify or reject the
selection of Ernst & Young LLP as independent accountants.
Participating in the Meeting are holders of shares of beneficial interest
(collectively, the "Shares") of Van Kampen American Capital Bond Fund, a
Delaware business trust (the "Bond Fund"), Van Kampen American Capital
Convertible Securities Fund, a Delaware business trust (the "Convertible
Securities Fund") and Van Kampen American Capital Income Trust, a Massachusetts
business trust (the "Income Trust"). The Bond Fund, Convertible Securities Fund
and Income Trust are sometimes referred to herein individually as a "Fund" and
collectively as the "Funds."
The Meeting is scheduled as a joint meeting of the respective shareholders of
the Funds because the shareholders of each Fund are expected to consider and
vote on similar matters. The Board has determined that the use of a joint proxy
statement for the Meeting is in the best interest of the shareholders of each
Fund. In the event that any shareholder of any Fund present at the Meeting
objects to the holding of a joint meeting and moves for an adjournment of the
meeting of such Fund to a time immediately after the Meeting so that such Fund's
meeting may be held separately, the persons named as proxies will vote in favor
of the adjournment. Shareholders of each Fund will vote separately on each of
the proposals relating to their Fund, and an unfavorable vote on a proposal by
the shareholders of one Fund will not affect
<PAGE> 7
the implementation of such a proposal by another Fund, if the proposal is
approved by the shareholders of the other Fund.
The Board has fixed the close of business on October 31, 1997, as the record
date (the "Record Date") for the determination of holders of Shares of each Fund
entitled to vote at the Meeting. Shareholders of a Fund on the Record Date will
be entitled to one vote per share with respect to each proposal submitted to the
shareholders of the Fund for each Share of the Fund then held, with no Share
having cumulative voting rights.
The following table summarizes each proposal to be presented at the Meeting
and the Funds solicited with respect to such proposal:
<TABLE>
<CAPTION>
PROPOSAL AFFECTED FUNDS
-------- --------------
<S> <C> <C>
1. Election of Trustees Each Fund
2. Ratification of Independent Accountants Each Fund
</TABLE>
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF
ANY) TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE
VAN KAMPEN AMERICAN CAPITAL FUNDS BY CALLING (800) 341-2929 OR BY WRITING TO THE
RESPECTIVE FUND, ONE PARKVIEW PLAZA, OAKBROOK TERRACE, ILLINOIS 60181.
At the close of business on October 31, 1997, there were issued and
outstanding Shares of each of the Funds as set forth below:
<TABLE>
<CAPTION>
TOTAL SHARES
FUND NAME OUTSTANDING
--------- ------------
<S> <C>
Van Kampen American Capital Bond Fund ...................... 11,362,465
Van Kampen American Capital Convertible Securities Fund .... 3,251,323
Van Kampen American Capital Income Trust.................... 15,290,019
</TABLE>
As of October 31, 1997, to the knowledge of each Fund, no person beneficially
owned more than 5% of such Fund's outstanding shares.
VOTING
The voting requirement for passage of a particular proposal depends on the
nature of the particular proposal. With respect to Proposal 1, a plurality of
all the votes cast at the Meeting, with a quorum present, is required to elect a
Trustee.
With respect to Proposal 2, an affirmative vote of a majority of the votes
cast by holders of Shares present in person or represented by proxy at the
Meeting, with a quorum present, is required to ratify the selection of the
independent accountants.
2
<PAGE> 8
The Board recommends that you cast your vote:
- FOR ALL of the nominees for the Board of Trustees of each Fund listed in the
proxy statement.
- FOR the ratification of the selection of Ernst & Young LLP as independent
accountants for the current fiscal year of each Fund.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon. Proxies received
prior to the Meeting on which no vote is indicated will be voted "for" each
proposal as to which it is entitled to vote. With respect to Proposal 2,
abstentions and broker non-votes will not be considered "votes cast" on the
proposal. Broker non-votes (i.e., proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the broker or nominees do not have discretionary power) will have the same
effect as abstentions. A majority of the outstanding Shares of a Fund must be
present in person or by proxy to have a quorum for such Fund to conduct business
at the Meeting. Abstentions, broker non-votes and withhold authority votes will
be counted as present for the purpose of determining a quorum. An unfavorable
vote on a proposal by the shareholders of one Fund will not affect the
implementation of such a proposal by another Fund.
Shareholders who execute proxies may revoke them at any time before they are
voted by filing with the respective Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
The Funds know of no business other than that mentioned in Proposals 1 and 2
of the Notice that will be presented for consideration at the Meeting. If any
other matters are properly presented, it is the intention of the persons named
on the enclosed proxy to vote proxies in accordance with their best judgment. In
the event a quorum is present at the Meeting but sufficient votes to approve any
of the proposals with respect to one or more Funds are not received, the persons
named as proxies may propose one or more adjournments of the Meeting of such
Fund to permit further solicitation of proxies provided they determine that such
an adjournment and additional solicitation is reasonable and in the interest of
shareholders based on a consideration of all relevant factors, including the
nature of the relevant proposal, the percentage of affirmative votes then cast,
the percentage of negative votes then cast, the nature of the proposed
solicitation activities and the nature of the reasons for such further
solicitation.
3
<PAGE> 9
- ------------------------------------------------------------------------------
PROPOSAL 1: ELECTION OF TRUSTEES
- ------------------------------------------------------------------------------
BACKGROUND
Van Kampen American Capital Asset Management, Inc. serves as investment
adviser to each Fund (the "Adviser"). The Adviser is a wholly-owned subsidiary
of Van Kampen American Capital, Inc. ("VKAC"). VKAC 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. VKAC's more than 50 open end and 37
closed end funds (including the Funds) and more than 2,500 unit investment
trusts are professionally distributed by leading financial advisers nationwide.
Generally, Van Kampen American Capital Distributors, Inc., a wholly-owned
subsidiary of VKAC, has been the sponsor of the funds mentioned above and acts
as distributor to such funds. VKAC is an indirect wholly-owned subsidiary of
Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD").
Prior to the Adviser becoming a subsidiary of VKAC in 1994, the Adviser was an
indirect wholly-owned subsidiary of The Travelers Inc. and was therefore also
affiliated with Smith Barney Mutual Funds Management, Inc. and PFS Distributors,
Inc., other subsidiaries of The Travelers Inc. In 1994, the Adviser served as
investment adviser to more than 30 open end funds, including the Funds, several
funds organized under the Common Sense Trust (the "Common Sense Funds") and Van
Kampen American Capital Exchange Fund ("Exchange Fund") (the Funds, the Common
Sense Funds and the Exchange Fund collectively referred to as the "Fund
Complex"). In 1994, other investment advisory subsidiaries of VKAC served as
investment adviser to more than 20 open end funds and more than 30 closed end
funds.
The Common Sense Funds are currently advised by the Adviser and distributed by
PFS Distributors, Inc. In addition, the Common Sense Trust International Equity
Fund is subadvised by Smith Barney Mutual Funds Management Inc. Pursuant to
recent transactions, the Adviser agreed to assign those advisory agreements for
the Common Sense Funds to Smith Barney Mutual Funds Management Inc., subject to
the approval of the Common Sense Funds' board of trustees and the Common Sense
Funds' shareholders.
NOMINATION OF TRUSTEES
Each of the current Trustees serves as a Trustee for each of the Funds and for
each of the Common Sense Funds. In connection with the events described above,
the Funds would remain part of the VKAC family of funds and continue to be
advised and serviced by the Adviser and its affiliates. Alternatively, the
Common Sense Funds would become a part of the Smith Barney-related family of
funds.
4
<PAGE> 10
After meetings discussing these proposed transactions, the Trustees approved the
advisory changes for the Common Sense Funds and approved submitting such changes
to shareholders of the Common Sense Funds.
In light of these events, the trustees have discussed the impacts, if any, on
the Funds and the Fund's shareholders of these changes. The Trustees also
discussed, among other things, the operating efficiency and effectiveness of
boards of trustees in general and as they may be impacted by the proposed
changes, the relationships between VKAC and Smith Barney-related entities, the
understanding and capabilities of the Adviser and other service providers for
closed end funds and the impact on the management companies of multiple boards
for similar funds. The Trustees reviewed the background and experience of VKAC
as they relate to closed end funds. Currently, VKAC serves as investment adviser
to 37 closed end funds including the Funds; like the Funds, each of the other 34
closed end funds (the "VKAC Closed End Funds") has a board of trustees comprised
of the same seven members. The Trustees reviewed the qualifications, knowledge
and experience of the trustees of the VKAC Closed End Funds.
Based on the foregoing, the Trustees considered it in the best interests of
shareholders of the Funds to re-nominate Dr. Muller as a Trustee of each Fund
and to nominate each nominee listed below as a Trustee of each Fund. As
described in each nominee's respective biographical information below, each
nominee is also a trustee or, in the case of Dr. Muller, a nominee, of the VKAC
Closed End Funds. If elected, Dr. Muller would continue as a Trustee of the
Funds and Dr. Muller will resign as a trustee of the Common Sense Trust. The
Trustees, other than Dr. Muller, are resigning from the boards of the Funds and
the Exchange Fund and will remain as trustees of the Common Sense Trust.
CLASSES OF TRUSTEES
Each Fund's Board is divided into three classes of Trustees, each class
generally serving for a term of three years. Generally, the term of one class
expires each year and no term shall continue for more than three years after the
applicable election. This type of classification may prevent replacement of a
majority of the Trustees for up to a two-year period. The foregoing is subject
to the provisions of the 1940 Act and Delaware or Massachusetts law, depending
upon the laws of which state a Fund is organized under, and the Declaration of
Trust and By-Laws of each Fund. Dr. Muller is a Class III Trustee and is being
elected for a three year term until the annual meeting of shareholders in 2000.
The nominees have been classified as Class I, Class II or Class III Trustees and
are being elected for the respective term associated with each class as
indicated below.
It is the intention of the persons named in the accompanying form of proxy to
nominate and to vote such proxy for the election of the persons named below, or
if any such persons shall be unable to serve, to vote for the election of such
other
5
<PAGE> 11
person or persons as shall be determined by the persons named in the proxy in
accordance with their judgment. The Funds, however, have no reason to believe
that it will be necessary to designate a substitute nominee.
GENERAL INFORMATION
The following schedule sets forth certain information regarding each nominee
for election as Trustee. Dr. Muller is currently a member of the Board of
Trustees. All nominees have consented to being named in this proxy statement and
have agreed to serve if elected for each Fund.
INFORMATION REGARDING NOMINEES FOR ELECTION
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
David C. Arch(1).................. Mr. Arch is Chairman and Chief Executive
1800 Swift Drive Officer of Blistex Inc., a consumer health
Oak Brook, IL 60521 care product's manufacturer. Director of
Age: 52 Elmhurst College and the Illinois
Manufacturers' Association. Mr. Arch is also
a trustee of each of the VKAC Closed End
Funds and two open end investment companies
advised by Van Kampen American Capital
Management, Inc. ("Management, Inc.") and is
a nominee for Managing General Partner of
the Exchange Fund.
Rod Dammeyer(2)................... Mr. Dammeyer is Managing Director of EGI
Two North Riverside Plaza (Equity Group Investments, Inc.) Corporate
Suite 1950 Investments, a division of Equity Group
Chicago, IL 60606 Investments, Inc., a company that makes
Age: 57 private equity investments in other
companies, and President, Chief Executive
Officer and Director of Anixter
International Inc., a value-added provider
of integrated networking and cabling
solutions that support business information
and network infrastructure requirements
(employed by Anixter since 1985). Prior to
1997, Mr. Dammeyer was President, Chief
Executive Officer and a Director of Great
American Management & Investment, Inc., a
diversified manufacturing company. He is
also a Director of Teletech Holdings Inc.,
Lukens, Inc., Falcon Building Products,
Inc., Revco D.S., Inc., Jacor
Communications, Inc., Capsure Holdings
Corp., IMC Global Inc., Antec Corporation
and a member of the Chase Manhattan
Corporation National Advisory Board.
</TABLE>
6
<PAGE> 12
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Mr. Dammeyer was previously a Director of
Santa Fe Energy Resources, Inc., Lomas
Financial Corporation, Santa Fe Pacific
Corporation, Q-Tel, S.A. de C.V. and
Servicios Financieros Quadrum, S.A. Mr.
Dammeyer is also a trustee of each of the
VKAC Closed End Funds and two open end
investment companies advised by Management,
Inc. and is a nominee for Managing General
Partner of the Exchange Fund.
Howard J Kerr(1).................. Mr. Kerr is President and Chief Executive
736 North Western Ave. Officer of Pocklington Corporation, Inc., an
P.O. Box 317 investment holding company. Mr. Kerr is also
Lake Forest, IL 60045 a Director of Canbra Foods, Ltd., a Canadian
Age: 62 oilseed crushing, refining, processing and
packaging operation. Mr. Kerr is also a
trustee of each of the VKAC Closed End Funds
and two open end investment companies
advised by Management, Inc. and is a nominee
for Managing General Partner of the Exchange
Fund.
Dennis J. McDonnell*(1)........... Mr. McDonnell is President, Chief Operating
One Parkview Plaza Officer and a Director of Van Kampen
Oakbrook Terrace, IL 60181 American Capital Advisory Corp. ("Advisory
Age: 55 Corp."), the Adviser, Van Kampen American
Capital Advisors, Inc. and Management, Inc.
He is also an Executive Vice President and
Director of VK/AC Holding, Inc. and VKAC.
Mr. McDonnell is President and Director of
Van Kampen Merritt Equity Advisors Corp. He
is President and a trustee of the VKAC
Closed End Funds and two open end investment
companies advised by Management, Inc., a
nominee for Managing General Partner of the
Exchange Fund and President of open-end
investment companies advised by the Adviser
and Advisory Corp. Prior to September of
1996, Mr. McDonnell was Chief Executive
Officer and Director of MCM Group, Inc.,
McCarthy, Crisanti and Maffei, Inc. and
Chairman and Director of MCM Asia Pacific
Company, Limited and MCM (Europe) Limited.
Prior to July of 1996, Mr. McDonnell was
President, Chief Operating Officer and
Trustee of VSM Inc. and VCJ Inc. Mr.
McDonnell has been an Executive Vice
President of each Fund and the Exchange Fund
since 1995.
</TABLE>
7
<PAGE> 13
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Steven Muller, Ph.D.(3)........... Dr. Muller is Chairman of The 21st Century
President Emeritus Foundation (public affairs). He is President
The Johns Hopkins University Emeritus of The Johns Hopkins University. He
Suite 711 is also a Director of Beneficial Corporation
1619 Massachusetts Avenue, N.W. (bank holding company) and Millipore
Washington, D.C. 20036 Corporation (bio- technology). Prior to May,
Age: 70 1997, Dr. Muller was a Director of BT Alex.
Brown & Sons (investment banking). Dr.
Muller is currently a Trustee of each Fund
and the Common Sense Trust and a nominee for
election as trustee of each of the VKAC
Closed End Funds and as a Managing General
Partner of the Exchange Fund. Dr. Muller was
initially elected as a Trustee of each Fund
in 1990.
Theodore A. Myers(3).............. Mr. Myers is a Senior Financial Advisor of
550 Washington Avenue Qualitech Steel Corporation, a manufacturer
Glencoe, IL 60022 of special quality bar products, as well as
Age: 67 iron carbide (a steel scrap substitute). Mr.
Myers is a Director of COVA Series Trust (an
open end investment company). He is also a
member of the Arthur Andersen Chief
Financial Officer Advisory Committee. Prior
to 1997, Mr. Myers was a Director of McLouth
Steel, and prior to July of 1996, Mr. Myers
was an executive Vice President and Chief
Financial Officer of Qualitech Steel
Corporation. Prior to August, 1993, Mr.
Myers was Senior Vice President, Chief
Financial Officer and a Director of Food
Brands America (formerly known as Doskocil
Companies, Inc.), a food processing and
distribution company. Mr. Myers is also a
trustee of each of the VKAC Closed End Funds
and two open end investment companies
advised by Management, Inc. and is a nominee
for Managing General Partner of the Exchange
Fund.
</TABLE>
8
<PAGE> 14
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Hugo F. Sonnenschein(3)........... Mr. Sonnenschein is President of the
5801 South Ellis Avenue University of Chicago. Mr. Sonnenschein is a
Suite 502 member of the Board of Trustees of the
Chicago, IL 60637 University of Rochester and a member of its
Age: 57 investment committee. Prior to July, 1993,
Mr. Sonnenschein was Dean of the School of
Arts and Sciences at the University of
Pennsylvania. Mr. Sonnenschein is a member
of the National Academy of Sciences and a
fellow of the American Academy of Arts and
Sciences. Mr. Sonnenschein is also a trustee
of each of the VKAC Closed End Funds and two
open end investment companies advised by
Management, Inc. and is a nominee for
Managing General Partner of the Exchange
Fund.
Wayne W. Whalen(2)................ Mr. Whalen is a partner in the law firm of
333 West Wacker Drive Skadden, Arps, Slate, Meagher & Flom
Chicago, IL 60606 (Illinois), legal counsel to the VKAC Closed
Age: 58 End Funds and certain open end investment
companies advised by the Adviser, Advisory
Corp. and Management, Inc. Mr. Whalen is
also a trustee of each of the VKAC Closed
End Funds and a director/trustee of open end
investment companies advised by the Adviser,
Advisory Corp. and Management, Inc. and is a
nominee for Managing General Partner of the
Exchange Fund.
</TABLE>
- ------------------------------------------------------------------------------
* Mr. McDonnell is an "interested person" (within the meaning of Section
2(a)(19) of the 1940 Act) of the Adviser and each Fund by reason of his
position with the Adviser.
(1) Term expires at the annual meeting of shareholders in 1998.
(2) Term expires at the annual meeting of shareholders in 1999.
(3) Term expires at the annual meeting of shareholders in 2000.
OFFICERS OF THE FUNDS
The following information relates to the executive officers of each Fund who
are not nominees. Each officer also serves in the same capacity for all or a
number of the other investment companies advised by the Adviser or an affiliate
of the Adviser. The officers of each Fund serve for one year or until their
respective successors are chosen and qualified. Each Fund's officers receive no
compensation from the Funds but may also be officers of the Adviser or officers
of affiliates of the Adviser and receive compensation in such capacities.
9
<PAGE> 15
<TABLE>
<CAPTION>
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
- --------------------- ----------------- ---------------------
<S> <C> <C>
Peter Hegel.......... Vice President Executive Vice President of Advisory
One Parkview Plaza of each Fund Corp., the Adviser, Management, Inc.
Oakbrook Terrace, since 1996 and Van Kampen American Capital
IL 60181 Advisors, Inc. Prior to July of 1996,
Age: 41 Director of VSM Inc. Prior to
September of 1996, Director of
McCarthy, Crisanti & Maffei, Inc. Vice
President of the VKAC Closed End Funds
and open end investment companies
advised by the Adviser, Advisory Corp.
and Management, Inc.
Ronald A. Nyberg..... Vice President Executive Vice President, General
One Parkview Plaza of each Fund Counsel, Secretary and Director of
Oakbrook Terrace, since 1995 VKAC and VK/AC Holding, Inc. Executive
IL 60181 Vice President, General Counsel,
Age: 44 Assistant Secretary and Director of
the Adviser, Advisory Corp., Van
Kampen American Capital Advisors,
Inc., Management, Inc., Van Kampen
American Capital Distributors, Inc.,
Van Kampen American Capital Exchange
Corporation, American Capital
Contractual Services, Inc., Van Kampen
American Capital Trust Company, VK/AC
System, Inc., Van Kampen American
Capital Insurance Agency of Illinois,
Inc. and Van Kampen American Capital
Recordkeeping Services, Inc. Executive
Vice President, General Counsel and
Assistant Secretary of ACCESS Investor
Services, Inc. Executive Vice
President, General Counsel and
Director of Van Kampen Merritt Equity
Advisors Corp. Prior to July of 1996,
Executive Vice President and General
Counsel of VSM Inc. and VCJ Inc. Prior
to September of 1996, General Counsel
of McCarthy, Crisanti & Maffei, Inc.
Prior to June 1997, Director of ICI
Mutual Insurance Co., a provider of
insurance to members of the Investment
Company Institute. Vice President and
Secretary of the VKAC Closed End Funds
and open end investment companies
advised by the Adviser, Advisory Corp.
and Management, Inc.
Alan T. Sachtleben... Vice President of Executive Vice President of the
2800 Post Oak Blvd. Convertible Adviser, Advisory Corp., Management,
Houston, TX 77056 Securities Fund Inc. and Van Kampen American Capital
Age: 55 since 1987 and Advisors, Inc. Vice President of open
Bond Fund and end investment companies advised by
Income Trust the Adviser and Advisory Corp.
since 1996
</TABLE>
10
<PAGE> 16
<TABLE>
<CAPTION>
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
- --------------------- ----------------- ---------------------
<S> <C> <C>
Paul R. Wolkenberg... Vice President of Executive Vice President and a
2800 Post Oak Blvd. each Fund Director of VKAC Holding, Inc. and
Houston, TX 77056 since 1990 VKAC. Executive Vice President of Van
Age: 53 Kampen American Capital Distributors,
Inc. and the Adviser. President and a
Director of Van Kampen American
Capital Trust Company and ACCESS
Investor Services, Inc. President,
Chief Operating Officer and a Director
of Van Kampen American Capital
Recordkeeping Services, Inc. Vice
President of open end investment
companies advised by the Adviser and
Advisory Corp.
Edward C. Wood III... Vice President and Senior Vice President of the Adviser,
One Parkview Plaza Chief Financial Advisory Corp. and Management, Inc.
Oakbrook Terrace, Officer of each Vice President and Chief Financial
IL Fund Officer of the VKAC Closed End Funds
60181 since 1996 and open end investment companies
Age: 41 advised by the Adviser, Advisory Corp.
and Management, Inc.
Curtis W. Morell..... Vice President and Senior Vice President of the Adviser
2800 Post Oak Blvd. Chief Accounting and Advisory Corp. Vice President and
Houston, TX 77056 Officer of each Chief Accounting Officer of the VKAC
Age: 51 Fund* Closed End Funds and open end
investment companies advised by the
Adviser, Advisory Corp. and
Management, Inc.
John L. Sullivan..... Treasurer of each First Vice President of the Adviser
One Parkview Plaza Fund and Advisory Corp. Treasurer of the
Oakbrook Terrace, since 1996 VKAC Closed End Funds and open end
IL 60181 investment companies advised by the
Age: 42 Adviser, Advisory Corp. and
Management, Inc.
Tanya M. Loden....... Controller of each Vice President of the Adviser and
2800 Post Oak Blvd. Fund Advisory Corp. Controller of the VKAC
Houston, TX 77056 since 1991 Closed End Funds and open end
Age: 38 investment companies advised by the
Adviser, Advisory Corp. and
Management, Inc.
Steven M. Hill....... Assistant Assistant Vice President of the
One Parkview Plaza Treasurer Adviser and Advisory Corp. Assistant
Oakbrook Terrace, of each Fund Treasurer of the VKAC Closed End Funds
IL 60181 since 1996 and open end investment companies
Age: 33 advised by the Adviser, Advisory Corp.
and Management, Inc.
Michael Robert Assistant Assistant Vice President of the
Sullivan........... Controller of Adviser and Advisory Corp. Assistant
2800 Post Oak Blvd. each Fund Controller of the VKAC Closed End
Houston, TX 77056 since 1996 Funds and open end investment
Age: 64 companies advised by the Adviser,
Advisory Corp. and Management, Inc.
</TABLE>
11
<PAGE> 17
<TABLE>
<CAPTION>
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
- --------------------- ----------------- ---------------------
<S> <C> <C>
Scott E. Martin...... Assistant Senior Vice President, Deputy General
One Parkview Plaza Secretary Counsel and Assistant Secretary of
Oakbrook, of each Fund VKAC and VK/AC Holding, Inc. Senior
IL 60181 since 1996 Vice President, Deputy General Counsel
Age: 41 and Secretary of Van Kampen American
Capital Distributors, Inc., the
Adviser, Advisory Corp., Management,
Inc., Van Kampen American Capital
Advisors, Inc., ACCESS Investor
Services, Inc., Van Kampen American
Capital Insurance Agency of Illinois,
Inc., VK/AC System, Inc., Van Kampen
American Capital Recordkeeping
Services, Inc., Van Kampen American
Capital Exchange Corporation, American
Capital Contractual Services, Inc. and
Van Kampen Merritt Equity Advisors
Corp. Prior to April of 1997, Senior
Vice President, Deputy General Counsel
and Secretary of Van Kampen American
Capital Services, Inc. and Van Kampen
Merritt Holdings Corp. Prior to
September of 1996, Deputy General
Counsel and Secretary of McCarthy,
Crisanti & Maffei, Inc. Prior to July
of 1996, Senior Vice President, Deputy
General Counsel and Secretary of VSM
Inc. and VCJ Inc. Assistant Secretary
of the VKAC Closed End Funds and open
end investment companies advised by
the Adviser, Advisory Corp. and
Management, Inc.
Weston B. Assistant Vice President, Associate General
Wetherell.......... Secretary of Counsel and Assistant Secretary of
One Parkview Plaza each Fund since VKAC, Van Kampen American Capital
Oakbrook, IL 60181 1996 Distributors, Inc., the Adviser,
Age: 41 Advisory Corp., Management, Inc. and
Van Kampen American Capital Advisors,
Inc. Prior to September 1996,
Assistant Secretary of McCarthy,
Crisanti & Maffei, Inc. Assistant
Secretary of the VKAC Closed End Funds
and open end investment companies
advised by the Adviser, Advisory Corp.
and Management, Inc.
</TABLE>
12
<PAGE> 18
<TABLE>
<CAPTION>
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
- --------------------- ----------------- ---------------------
<S> <C> <C>
Nicholas Dalmaso..... Assistant Vice President, Assistant Secretary
One Park Plaza Secretary of and Senior Attorney of VKAC, the
Oakbrook Terrace, each Fund since Adviser, Advisory Corp., Van Kampen
IL 60181 1996 American Capital Distributors, Inc.,
Age: 32 Van Kampen American Capital Advisors,
Inc. and Management, Inc. Assistant
Secretary of the VKAC Closed End Funds
and open end investment companies
advised by the Adviser, Advisory Corp.
and Management, Inc.
Huey P. Falgout, Assistant Assistant Vice President and Senior
Jr................. Secretary of Attorney of VKAC. Assistant Vice
2800 Post Oak Blvd. each Fund President and Assistant Secretary of
Houston, TX 77056 since 1996 the Adviser, Advisory Corp., ACCESS
Age: 34 Investor Services, Inc., American
Capital Contractual Services, Inc.,
Management, Inc., Van Kampen American
Capital Exchange Corporation, Van
Kampen American Capital Advisors, Inc.
and Van Kampen American Capital
Distributors, Inc. Assistant Secretary
of the VKAC Closed End Funds and open
end investment companies advised by
the Adviser, Advisory Corp. and
Management, Inc.
</TABLE>
- ------------------------------------------------------------------------------
* Mr. Morell has been an officer of the Bond Fund and the Convertible
Securities Fund since 1976 and an officer of the Income Trust since 1987.
REMUNERATION PAID TO TRUSTEES
No remuneration is paid by a Fund to a Trustee who is an affiliated person of
the Adviser. Trustees who are not affiliated with the Adviser are compensated by
each Fund and reimbursed for out-of-pocket expenses. The fees paid to the
Trustees are calculated based upon an aggregate retainer and aggregate meeting
fees for the Boards for which the Trustees serve which aggregate amounts are
then allocated pro rata based upon the assets of the underlying funds. Each
Trustee eligible for compensation on the Board of Bond Fund is currently
compensated at the annual rate of $1,921 plus $128 for each Board and committee
meeting attended. Each Trustee eligible for compensation on the Board of Income
Trust is currently compensated at the annual rate of $1,551 plus $103 for each
Board and committee meeting attended. Each Trustee eligible for compensation on
the Board of Convertible Securities Fund is currently compensated at the annual
rate of $1,416 plus $94 for each Board and committee meeting attended.
Each Fund has adopted a retirement plan under which a Trustee who has received
compensation from such Fund prior to such Trustee's retirement, has at
13
<PAGE> 19
least 10 years of service (including years of service prior to the adoption of
the retirement plan) and retires at or after attaining the age of 67 is eligible
to receive a retirement benefit for each of the ten years following such
retirement from the Fund. The retirement benefit payable per year is based upon
the highest total annual compensation received by the Trustee in any of the
three calendar years preceding retirement. A Trustee with at least five but less
than ten years of service at retirement is eligible to receive a prorated
reduced benefit. Finally, a Trustee may receive retirement benefits under each
Fund's retirement plan in the event that such Trustee retires prior to age 67
after five years of service if the Nominating Committee of the Fund determines
that the earlier retirement date is appropriate. Under the circumstances
surrounding the decision to resign, the Nominating Committee of each Fund has
determined that the early retirement of those Trustees under the age of 67 as of
December 31, 1997 is appropriate under the circumstances and that such retiring
Trustee should receive retirement benefits under the plan. In connection with
their resignation from service as Trustees of the Funds, each resigning Trustee
will receive the vested portion of their retirement benefits under the Fund's
retirement plan. In addition, in recognition of their years of service, the
Adviser or its affiliates will pay to each resigning Trustee an amount equal to
the unvested portion of their retirement benefits. Further information about the
retirement plan and retirement plan benefits are included in Annexes A and B.
Additional information regarding the compensation and benefits paid by each
Fund and the related funds in the Fund Complex is set forth in Annex A.
The nominees have indicated that they are currently in the process of
reviewing and seeking to adopt a comprehensive compensation and benefits package
for the VKAC Closed End Funds and the Funds. Currently, each trustee of a VKAC
Closed End Fund not affiliated with the fund's investment adviser receives an
annual retainer of $2,500 and a meeting fee of $250 per meeting from each fund.
Each VKAC Closed End Fund has a deferred compensation plan allowing trustees to
defer receipt of all or a portion of their trustee compensation and the deferred
amounts earn a rate of return determined by reference to the VKAC Closed End
Fund(s) selected by such trustee. Each VKAC Closed End Fund has a retirement
plan for its non-affiliated trustees which provides that each trustee that
retires with ten or more years of service (including years of service prior to
the plan's adoption) is eligible for a retirement benefit payable annually for
the ten-year period following such trustee's retirement equal to the annual
retainer in the year such trustee resigns. Under certain conditions, reduced
benefits are available for early retirement. For the calendar year ended
December 31, 1996, each non-affiliated trustee of the VKAC Closed End Funds
earned aggregate compensation (prior to deferral) from the VKAC Closed End
Funds' complex equal to approximately $138,500. For the calendar year ended
December 31, 1996, Mr. Whalen, who serves as a trustee/director of other
investment companies in the Van Kampen American Capital family of funds, earned
aggregate compensation from funds advised by the
14
<PAGE> 20
Adviser and its affiliates, including the VKAC Closed End Funds of approximately
$243,400.
MEETINGS AND COMMITTEES
With respect to each Fund, the Board met seven times during the Fund's last
fiscal year. During such fiscal year all Trustees attended at least 75% of the
aggregate of (a) the total number of meetings of the Board and (b) the total
number of meetings held by all committees of the Board on which they served.
Each Fund has an Audit Committee which makes recommendations to the Board
concerning the selection of each Fund's independent accountants, reviews with
such independent accountants the scope and results of the annual audits and
considers any comments which the independent accountants may have regarding such
Fund's financial statements or books of account. The committee currently
consists of Messrs. Carlton, Cocanougher, Gross, Merten, Muller, Pettit and
Shepard. None of these Trustees, with the exception of Dr. Muller, is standing
for election. With respect to Bond Fund, the Committee held two meetings during
the last fiscal year. With respect to Convertible Securities Fund and Income
Trust, the committee held three meetings during the last fiscal year.
Each Fund has a Nominating Committee, the functions of which are (a) selecting
and recommending to the Board nominees for election as trustees and (b)
proposing and recommending to the Board the terms of compensation for trustees.
The committee currently consists of Messrs. Cocanougher, Muller, Pettit and
Shepard. None of the Trustees, with the exception of Dr. Muller, is standing for
election. With respect to each Fund, the committee held three meetings during
the last fiscal year. The committee is prepared to review nominations from
shareholders to fill trusteeships in written communications addressed to the
committee at each Fund's headquarters, although the committee expects to be able
to identify from its own resources an ample number of qualified candidates.
If the nominees listed for election as trustees of the Funds are elected by
shareholders at the Meeting, they will replace the Trustees, with the exception
of Dr. Muller, currently serving on the above-named committees. Committee
assignments are expected to be decided by newly-elected trustees after the
Meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
each of the Fund's Trustees, officers, investment adviser, affiliated persons of
the investment adviser and persons who own beneficially more than 10% of a
registered class of the Fund's equity securities to file forms with the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange,
Inc., reporting their affiliation with the Fund and reports of ownership and
changes in ownership of Fund
15
<PAGE> 21
Shares. These persons and entities are required by SEC regulations to furnish
the Fund with copies of all such forms they file. Based on a review of these
forms furnished to each Fund, each Fund believes that during the last fiscal
year for each Fund, the Fund's Trustees, officers, investment adviser and
affiliated persons of the investment adviser complied with the applicable filing
requirements. To the knowledge of management of each Fund, no shareholder of any
of the Funds owns more than 10% of a registered class of any Fund's equity
securities.
As of October 31, 1997, no nominees owned, directly or beneficially any Shares
of the Funds. The Trustees, nominees and officers as a group owned, directly or
beneficially, less than 1% of the outstanding Shares of each Fund as of October
31, 1997. At such date the "interested persons" of each Fund as a group owned an
aggregate of less than 5% of the outstanding shares of the Fund.
Mr. McDonnell owns preferred shares in MSAM Holdings II, Inc., a wholly-owned
subsidiary of MSDWD, which in turn are exchangeable for shares of MSDWD and has
options to purchase shares of MSDWD. In addition, Mr. McDonnell has entered into
an employment contract with VKAC which terminates on February 17, 1998.
SHAREHOLDER APPROVAL
The shareholders of each Fund are entitled to vote on this issue. An
affirmative vote of a plurality of the outstanding Shares of each Fund present
in person or by proxy is required to elect the nominees for each Fund. THE BOARD
OF TRUSTEES OF EACH FUND RECOMMENDS A VOTE "FOR ALL" OF THE NOMINEES.
- ------------------------------------------------------------------------------
PROPOSAL 2: RATIFICATION OF INDEPENDENT ACCOUNTANTS
- ------------------------------------------------------------------------------
The Board of Trustees of each Fund, including a majority of the Trustees who
are not "interested persons" of each Fund (as defined by the 1940 Act), has
selected the firm of Ernst & Young LLP, independent accountants, to examine the
financial statements for the current fiscal year of each Fund. Each Fund knows
of no direct or indirect financial interest of such firm in such Fund. Such
appointment is subject to ratification or rejection by the shareholders of each
Fund. Unless a contrary specification is made, the accompanying proxy will be
voted in favor of ratifying the selection of such independent accountants.
Representatives of Ernst & Young LLP are expected to be present at the Meeting
and should be available to respond to questions from shareholders.
SHAREHOLDER APPROVAL
The shareholders of each Fund are entitled to vote on this issue. The
affirmative vote of a majority of the Shares present in person or by proxy is
required to ratify the selection of the independent accountants. THE BOARD OF
TRUSTEES RECOMMENDS A VOTE "FOR" RATIFICATION OF THIS PROPOSAL.
16
<PAGE> 22
- ------------------------------------------------------------------------------
EXPENSES
- ------------------------------------------------------------------------------
The Funds will bear their pro-rata portion of the expense of preparing,
printing and mailing the enclosed form of proxy, the accompanying Notice and
this Proxy Statement.
In order to obtain the necessary quorum at the Meeting, additional
solicitation may be made by mail, telephone, telegraph or personal interview by
representatives of a Fund, the Adviser, VKAC, Boston Financial Data Services,
Inc. or by First Data Investors Services Group. First Data Investors Services
Group, a solicitation firm located in Boston, Massachusetts, has been engaged to
assist in proxy solicitation at an estimated cost of approximately $8,100 for
the Bond Fund, $2,400 for the Convertible Securities Fund and $4,500 for the
Income Trust.
- ------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- ------------------------------------------------------------------------------
To be considered for presentation at a shareholders' meeting, rules
promulgated by the SEC require that, among other things, a shareholder's
proposal must be received at the offices of the relevant fund a reasonable time
before a solicitation is made. Timely submission of a proposal does not
necessarily mean that such proposal will be included. Any shareholder who wishes
to submit proposals for consideration at a meeting of such shareholder's Fund
should send such proposal to the Fund at One Parkview Plaza, Oakbrook Terrace,
Illinois 60181.
- ------------------------------------------------------------------------------
GENERAL
- ------------------------------------------------------------------------------
Management of each Fund does not intend to present and does not have reason to
believe that others will present any other items of business at the Meeting.
However, if other matters are properly presented to the Meeting for a vote, the
proxies will be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.
A list of shareholders of each Fund entitled to be present and vote at the
Meeting will be available at the offices of the respective Fund, One Parkview
Plaza, Oakbrook Terrace, Illinois 60181, for inspection by any shareholder
during regular business hours for ten days prior to the date of the Meeting.
Failure of a quorum to be present at the Meeting for any Fund may necessitate
adjournment and may subject such Fund to additional expense.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
RONALD A. NYBERG,
Vice President and Secretary
November 25, 1997
17
<PAGE> 23
ANNEX B
AMOUNTS TO BE PAID TO TRUSTEES
NOT STANDING FOR ELECTION
The amounts shown below as payable by a Fund to a Trustee are lump sum amounts
payable to such Trustee under each Fund's retirement plan. Payments will be made
on or about January 1, 1998. Amounts shown below as payable by the Adviser or
its affiliates are lump sum amounts payable in consideration of each Trustee's
years of service and certain retirement benefits forgone by Trustees not
standing for election.
<TABLE>
<CAPTION>
CONVERTIBLE
BOND FUND SECURITIES FUND INCOME TRUST
------------- --------------- -------------
<S> <C> <C> <C>
1. Donald M. Carlton
From Fund.......................... $ 8,578 $ 6,577 $ 7,006
From Adviser....................... 12,000 9,200 9,800
Total.............................. 20,578 15,777 16,806
2. A. Benton Cocanougher
From Fund.......................... $ 9,114 $ 6,970 $ 7,542
From Adviser....................... 12,750 9,750 10,550
Total.............................. 21,864 16,720 18,092
3. Stephen R. Gross
From Fund.......................... $ 9,865 $ 7,595 $ 8,132
From Adviser....................... 13,800 10,625 11,375
Total.............................. 23,665 18,220 19,507
4. Alan G. Merten
From Fund.......................... $ 8,578 $ 6,577 $ 7,006
From Adviser....................... 12,000 9,200 9,800
Total.............................. 20,578 15,777 16,806
5. R. Richardson Pettit
From Fund.......................... $ 8,578 $ 6,577 $ 7,006
From Adviser....................... 12,000 9,200 9,800
Total.............................. 20,578 15,777 16,806
6. Alan B. Shepard
From Fund.......................... $ 20,409 $ 14,690 $ 16,070
From Adviser....................... 0 0 0
Total.............................. 20,409 14,690 16,070
</TABLE>
- ------------------------------------------------------------------------------
* Under the terms of each Fund's retirement plan, Trustees of the Bond Fund,
the Convertible Securities Fund and the Income Fund are entitled in the
aggregate to $65,122, $48,986 and $52,762, respectively, which represent
discounted lump sum payments of each Trustee's vested retirement benefits to
be paid in lieu of receiving benefits over 10 years. In connection with the
years of service and retirement benefits forgone by the Trustees, the
Adviser or its affiliates will pay to the resigning Trustees of the Bond
Fund, the Convertible Securities Fund and the Income Fund amounts totalling
$62,550, $47,975 and $51,325, respectively.
B-1
<PAGE> 24
- -- A Wealth of Knowledge * A Knowledge of Wealth(SM) --
VAN KAMPEN AMERICAN CAPITAL LOGO
AGC-PS-97
<PAGE> 25
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.
Please be sure to sign and date this Proxy.
Please return the proxy card in the enclosed envelope.
-Please fold and detach card at perforation before mailing-
VAN KAMPEN AMERICAN CAPITAL BOND FUND FOR THE ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE TRUSTEES TO BE HELD ON DECEMBER 18, 1997
The undersigned, revoking previous proxies, hereby appoint(s) Ronald A. Nyberg,
Weston B. Wetherell and Edward C. Wood, III or any one or more of them,
proxies, with full power of substitution, to vote all shares of the Fund as
indicated above which the undersigned is entitled to vote at the Joint Annual
Meeting of Shareholders of the Fund to be held at the offices of Van Kampen
American Capital, Inc., One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
on Thursday, December 18, 1997 at 3:00 p.m., and at any adjournments thereof.
All powers may be exercised by a majority of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by that one.
This Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
Date , 1997
----------------------
NOTE: Please sign exactly as your
name appears on this Proxy. When
signing in a fiduciary capacity,
such as executor, administrator,
trustee, attorney, guardian, etc.,
please so indicate. Corporate and
partnership proxies should be
signed by an authorized person
indicating the persons's title.
------------------------------------
| |
| |
------------------------------------
Signature(s) (Title), if applicable)
WHEN SHARES ARE REGISTERED WITH JOINT
OWNERS, ALL JOINT OWNERS SHOULD SIGN.
<PAGE> 26
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.
Please return the proxy card in the enclosed envelope.
-Please fold and detach card at perforation before mailing-
Please refer to the Proxy Statement discussion of the following matters:
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said proxies shall vote in accordance with their best
judgment.
THE TRUSTEES RECOMMEND A VOTE FOR EACH OF THE FOLLOWING PROPOSALS:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW, AS SHOWN, USING BLUE OR
BLACK INK OR DARK PENCIL. DO NOT USE RED INK. [ ]
1. To vote to elect eight trustees to serve until FOR FOR ALL
their respective successors are duly elected and ALL WITHHOLD EXCEPT
qualified.
David C. Arch, Rod Dammeyer, [ ] [ ] [ ]
Howard J Kerr, Dennis J. McDonnell,
Steven Muller, Theodore A. Myers,
Hugo F. Sonnenschein, Wayne W. Whalen
INSTRUCTION: to withhold authority to vote for one or
more nominees, check FOR ALL EXCEPT and write the
nominee's name(s) on the line below.
______________________________________
2. To ratify the selection of Ernst & Young LLP FOR AGAINST ABSTAIN
as independent accountants.
[ ] [ ] [ ]
2
<PAGE> 27
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.
Please be sure to sign and date this Proxy.
Please return the proxy card in the enclosed envelope.
-Please fold and detach card at perforation before mailing-
VAN KAMPEN AMERICAN CAPITAL CONVERTIBLE SECURITIES FUND FOR THE ANNUAL
PROXY SOLICITED BY THE TRUSTEES MEETING OF SHAREHOLDERS
TO BE HELD ON
DECEMBER 18, 1997
The undersigned, revoking previous proxies, hereby appoint(s) Ronald A. Nyberg,
Weston B. Wetherell and Edward C. Wood, III or any one or more of them,
proxies, with full power of substitution, to vote all shares of the Fund as
indicated above which the undersigned is entitled to vote at the Joint Annual
Meeting of Shareholders of the Fund to be held at the offices of Van Kampen
American Capital, Inc., One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
on Thursday, December 18, 1997 at 3:00 p.m., and at any adjournments thereof.
All powers may be exercised by a majority of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by that one.
This Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
Date , 1997
----------------------
NOTE: Please sign exactly as your
name appears on this Proxy. When
signing in a fiduciary capacity,
such as executor, administrator,
trustee, attorney, guardian, etc.,
please so indicate. Corporate and
partnership proxies should be
signed by an authorized person
indicating the persons's title.
------------------------------------
| |
| |
------------------------------------
Signature(s) (Title), if applicable)
WHEN SHARES ARE REGISTERED WITH JOINT
OWNERS, ALL JOINT OWNERS SHOULD SIGN.
<PAGE> 28
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.
Please return the proxy card in the enclosed envelope.
-Please fold and detach card at perforation before mailing-
Please refer to the Proxy Statement discussion of the following matters:
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said proxies shall vote in accordance with their best
judgment.
THE TRUSTEES RECOMMEND A VOTE FOR EACH OF THE FOLLOWING PROPOSALS:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW, AS SHOWN, USING BLUE OR
BLACK INK OR DARK PENCIL. DO NOT USE RED INK. [ ]
1. To vote to elect eight trustees to serve until FOR FOR ALL
their respective successors are duly elected and ALL WITHHOLD EXCEPT
qualified.
David C. Arch, Rod Dammeyer, [ ] [ ] [ ]
Howard J Kerr, Dennis J. McDonnell,
Steven Muller, Theodore A. Myers,
Hugo F. Sonnenschein, Wayne W. Whalen
INSTRUCTION: to withhold authority to vote for one or
more nominees, check FOR ALL EXCEPT and write the
nominee's name(s) on the line below.
______________________________________
2. To ratify the selection of Ernst & Young LLP FOR AGAINST ABSTAIN
as independent accountants.
[ ] [ ] [ ]
<PAGE> 29
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.
Please be sure to sign and date this Proxy.
Please return the proxy card in the enclosed envelope.
-Please fold and detach card at perforation before mailing-
VAN KAMPEN AMERICAN CAPITAL INCOME TRUST FOR THE ANNUAL MEETING OF
PROXY SOLICITED BY THE TRUSTEES SHAREHOLDERS TO BE HELD
ON DECEMBER 18, 1997
The undersigned, revoking previous proxies, hereby appoint(s) Ronald A. Nyberg,
Weston B. Wetherell and Edward C. Wood, III or any one or more of them,
proxies, with full power of substitution, to vote all shares of the Fund as
indicated above which the undersigned is entitled to vote at the Joint Annual
Meeting of Shareholders of the Fund to be held at the offices of Van Kampen
American Capital, Inc., One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
on Thursday, December 18, 1997 at 3:00 pm., and at any adjournments thereof.
All powers may be exercised by a majority of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by that one.
This Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
Date , 1997
----------------------
NOTE: Please sign exactly as your
name appears on this Proxy. When
signing in a fiduciary capacity,
such as executor, administrator,
trustee, attorney, guardian, etc.,
please so indicate. Corporate and
partnership proxies should be
signed by an authorized person
indicating the persons's title.
------------------------------------
| |
| |
------------------------------------
Signature(s) (Title), if applicable)
WHEN SHARES ARE REGISTERED WITH JOINT
OWNERS, ALL JOINT OWNERS SHOULD SIGN.
<PAGE> 30
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.
Please return the proxy card in the enclosed envelope.
-Please fold and detach card at perforation before mailing-
Please refer to the Proxy Statement discussion of the following matters:
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said proxies shall vote in accordance with their best
judgment.
THE TRUSTEES RECOMMEND A VOTE FOR EACH OF THE FOLLOWING PROPOSALS:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW, AS SHOWN, USING BLUE OR
BLACK INK OR DARK PENCIL. DO NOT USE RED INK. [ ]
1. To vote to elect eight trustees to serve until FOR FOR ALL
their respective successors are duly elected and ALL WITHHOLD EXCEPT
qualified.
David C. Arch, Rod Dammeyer, [ ] [ ] [ ]
Howard J Kerr, Dennis J. McDonnell,
Steven Muller, Theodore A. Myers,
Hugo F. Sonnenschein, Wayne W. Whalen
INSTRUCTION: to withhold authority to vote for one or
more nominees, check FOR ALL EXCEPT and write the
nominee's name(s) on the line below.
______________________________________
2. To ratify the selection of Ernst & Young LLP FOR AGAINST ABSTAIN
as independent accountants.
[ ] [ ] [ ]
