<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 (AMENDMENT NO. )
Filed by the 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
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
American Capital Exchange Fund
- --------------------------------------------------------------------------------
(Name of 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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
- --------------------------------------------------------------------------------
/X/ 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
AMERICAN CAPITAL EXCHANGE FUND
A CALIFORNIA LIMITED PARTNERSHIP
2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
NOTICE OF MEETING OF PARTNERS
TO BE HELD ON APRIL 26, 1996
NOTICE IS HEREBY GIVEN that the meeting of partners of AMERICAN CAPITAL
EXCHANGE FUND, a California limited partnership (the "Fund"), will be held in
the Transco Tower Auditorium on Level 2 of Transco Tower, 2800 Post Oak
Boulevard, Houston, Texas 77056 on Friday, April 26, 1996, at 2:00 p.m. for the
following purposes:
I. To elect five managing general partners, each to serve until the next
annual meeting of partners and until a successor is duly elected and
shall qualify;
II. To ratify or reject the selection of KPMG Peat Marwick LLP as
independent auditors for the Fund for the fiscal year ending December
31, 1996;
III. To approve an amendment to the Restated Certificate and Agreement of
Limited Partnership changing the name and address of the Fund; and
IV. To transact any other business, not currently contemplated, that may
properly come before the meeting.
Partners of record at the close of business on March 12, 1996 are entitled
to notice of and to vote at this meeting or any adjournment thereof.
By Order of the Managing General
Partners,
/s/ NORI L. GABERT
--------------------------------
Nori L. Gabert,
Secretary
March 25, 1996
- -------------------------------------------------------------------------------
Please execute the enclosed proxy and return it promptly in the enclosed
envelope, thus enabling your Fund to avoid unnecessary expense and delay. No
postage is required if mailed in the United States. The proxy is revocable and
will not affect your right to vote in person if you attend the meeting.
<PAGE> 3
AMERICAN CAPITAL EXCHANGE FUND
A CALIFORNIA LIMITED PARTNERSHIP
2800 POST OAK BOULEVARD, HOUSTON, TEXAS 77056
MEETING OF PARTNERS
TO BE HELD APRIL 26, 1996
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Managing General Partners of American Capital Exchange Fund, a
California limited partnership (the "Fund"), for use at the meeting of partners
and at any adjournments thereof. A proxy, if properly executed, duly returned
and not revoked, will be voted in accordance with the instructions contained
thereon; as to the proposals for which no instructions are given, such proxy
will be voted for the election of Managing General Partners and in favor of the
proposals described herein. The proxy confers discretionary authority on the
persons designated therein to vote on other business, not currently
contemplated, which may come before the meeting. A partner may revoke his or her
proxy at any time prior to use by filing with the Secretary of the Fund an
instrument revoking it or a proxy bearing a later date, or by attending and
voting at the meeting.
The cost of the solicitation, including the printing and mailing of the
proxy materials, will be borne by the Fund. In addition to solicitations through
the mails, proxies may be solicited by officers and regular and temporary
employees of the Fund and Van Kampen American Capital Asset Management, Inc.
(the "Adviser") without additional compensation. Such solicitations may be by
telephone, telegram or otherwise. The Fund will reimburse brokers, custodians,
nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by
them in connection with forwarding solicitation material to the beneficial
owners of units of partnership interest ("shares") held of record by such
persons.
This proxy statement was first mailed to partners on or about March 25,
1996. THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE ANNUAL REPORT TO A
PARTNER UPON REQUEST BY CONTACTING THE FUND AT 2800 POST OAK BOULEVARD, HOUSTON,
TEXAS 77056, (800) 421-5666.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Managing General Partners have authorized the Fund's officers to fix
the close of business on March 12, 1996 as the record date for the determination
of partners entitled to notice of and to vote at the meeting. At such date,
313,348 shares of the Fund were outstanding, each share being entitled to one
vote. Of such shares, 14.38% was held by Comerica Bank Detroit and Edward
Mardigian, P.O. Box 75000, Detroit, Michigan 48275-0001, as Trustees under a
revocable trust established by and for the
<PAGE> 4
benefit of Helen Mardigian, address c/o the Trustees. No other person is known
to own beneficially as much as 5% of such shares.
A quorum for the transaction of business at the meeting on a proposal is
constituted by presence in person or by proxy of holders of more than 50% of the
outstanding shares. A partner who abstains from voting on any or all matters
will be deemed present at the meeting for quorum purposes, but will not be
deemed to have voted on the particular matter (or matters) as to which the
partner has abstained. Similarly, in the event a nominee (such as a brokerage
firm) holding shares for beneficial owners votes on certain matters pursuant to
discretionary authority or instructions from beneficial owners, but with respect
to one or more other matters does not receive instructions from beneficial
owners and/or does not exercise discretionary authority (a so-called
"non-vote"), the shares held by the nominee will be deemed present at the
meeting for quorum purposes but will not be deemed to have voted on such other
matters.
The vote of more than 50% of the shares represented at the meeting,
assuming a quorum is present, is required for the election of Managing General
Partners (Item I below) and for the ratification of the selection of KPMG Peat
Marwick LLP as independent auditors (Item II below). Approval of the proposed
amendment to the Restated Certificate and Agreement of Limited Partnership (the
"Agreement") (Item III below) requires the lesser of (i) a majority of the
outstanding shares of the Fund or (ii) 67% of the shares of the Fund represented
in person or by proxy at a meeting at which a quorum is present.
The Managing General Partners of the Fund intend to vote all their shares
for the election of Managing General Partners and in favor of the proposals
described herein.
I. ELECTION OF MANAGING GENERAL PARTNERS
Five Managing General Partners are to be elected, each to serve until the
next annual meeting of partners and until a successor is elected and shall
qualify. If a Managing General Partner is not reelected, he shall be deemed to
have withdrawn from the partnership as a Managing General Partner under the
terms of the Agreement. Any newly elected Managing General Partner will be
required to acquire shares of the Fund having a net asset value of at least
$5,000 on or before his or her admission as a general partner. Messrs. Hackerman
and Upton have decided to retire as Managing General Partners and will not stand
for reelection. Messrs. Gross and Carlton have been nominated for election as
Managing General Partners. The following schedule sets forth certain information
regarding each nominee for election as Managing General Partner.
2
<PAGE> 5
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(+)
OF SHARES OF THE FUND
MANAGING -----------------------
NAME AND PRINCIPAL OCCUPATION GENERAL AT PERCENT OF
DURING THE PAST FIVE YEARS PARTNER MARCH 12, OUTSTANDING
AND DIRECTORSHIPS OF PUBLIC COMPANIES AGE SINCE 1996 SHARES
- --------------------------------------- --- -------- -------- -----------
<S> <C> <C> <C> <C>
DONALD M. CARLTON, PH.D. 58 -- -0- **
President and Chief Executive Officer,
Radian Corporation
(technology/services). Director, The
Hartford Steam Boiler Inspection &
Insurance Company (insurance/
engineering services); National
Instrument's Corp. (computer hardware
and software); Central and South West
Corporation (utility holding
company).(1)
STEPHEN R. GROSS 48 -- -0- **
Managing Partner and Vice President of
Gross, Collins & Cress, P.C.
(accounting firm). Director, Charter
Bank & Trust, Marietta, Georgia.(1)
F. ROBERT PAULSEN 73 1979 175 **
Dean Emeritus and Professor Emeritus
of Higher Education, The University of
Arizona, Tucson, Arizona. Director,
American General Series Portfolio Co.
(mutual fund).(1)
*DON G. POWELL 56 1992 57 **
Chairman of the Board and Chief
Executive Officer
President, Chief Executive Officer and
Director of VK/AC Holding, Inc.
("Holding") and Van Kampen American
Capital, Inc. ("VKAC"). Chairman,
Chief Executive Officer and Director
of the Adviser. Chairman, Chief
Executive Officer and Director of Van
Kampen American Capital Distributors,
Inc.(1)(2)
ALAN B. SHEPARD, JR. 72 1992 57 **
President, Seven Fourteen Enterprises,
Inc. (investments). Partner, Houston
Partners (venture capital). Director,
Vice Chairman, Kwik-Kopy Corporation
(printing). Director of Allied Waste
Industries (waste treatment).(1)
</TABLE>
(Notes begin on following page)
3
<PAGE> 6
- ---------------
* Managing General Partner who is an interested person as defined in the
Investment Company Act of 1940, as amended, by virtue of his relationship
with the Adviser and stock ownership in its parent, Holding.
** Represents less than 1% of the shares outstanding.
(1) A director or trustee of Van Kampen American Capital Bond Fund, Inc., Van
Kampen American Capital Convertible Securities, Inc., Van Kampen American
Capital Income Trust and Common Sense Trust, investment companies for which
the Adviser serves as an investment adviser.
(2) A trustee of each of the Van Kampen American Capital Funds, the Van Kampen
Merritt Series Trust, Common Sense Trust and closed-end investment companies
advised by Van Kampen American Capital Investment Advisory Corp. ("VK
Adviser").
(+) Direct voting and investment power as of March 12, 1996. All officers and
Managing General Partners as a group owned 289 shares of the Fund
representing less than 1% of the total number of shares outstanding at such
date.
All nominees have consented to being named in this proxy statement and have
agreed to serve if elected. Mr. Powell owns securities aggregating less than 1%
of the outstanding shares of Holding. Mr. Powell acquired those securities
January 11, 1995. No remuneration is paid by the Fund to a Managing General
Partner who is an affiliated person of the Adviser. Managing General Partners
who are not affiliated with the Adviser are compensated by the Fund at the
annual rate of $5,000 plus $750 per meeting of the Managing General Partners and
$500 per committee meeting attended and are reimbursed for out-of-pocket
expenses. During the last fiscal year all Managing General Partners as a group
were paid by the Fund total fees of $34,330 plus expenses. The Managing General
Partners also receive compensation for serving in similar capacities for other
investment companies advised by the Adviser as indicated in the notes to the
foregoing table.
Additional information regarding compensation paid by the Fund and the
related mutual funds for which the Managing General Partners serve as directors
or trustees noted above is set forth below. The compensation shown for the Fund
and the total compensation shown for the Fund and other related mutual funds is
for the calendar year ended December 31, 1995. Mr. Powell is not compensated for
his service as Managing General Partner, because of his affiliation with the
Adviser.
4
<PAGE> 7
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL(1)
BENEFITS COMPENSATION
AGGREGATE ACCRUED AS FROM REGISTRANT
COMPENSATION PART OF AND FUND
FROM FUND COMPLEX PAID
NAME OF PERSON REGISTRANT EXPENSES(3) TO DIRECTORS
- --------------------------------------- ------------ ----------- ---------------
<S> <C> <C> <C>
Dr. Norman Hackerman(2)................ $ 9,000 -0- $49,000
Dr. F. Robert Paulsen.................. 9,000 -0- 54,000
Alan B. Shepard, Jr. .................. 7,250 -0- 48,750
Miller Upton(2)........................ 9,000 -0- 48,500
</TABLE>
- ---------------
(1) Reflects thirteen investment companies in the Fund complex.
(2) Messrs. Hackerman and Upton have decided to retire as Managing General
Partners and will not stand for reelection.
(3) The Managing General Partners of the Fund instituted a Retirement Plan to
become effective at the close of the annual meeting of partners. For the
current nominees for Managing General Partners not affiliated with the
Adviser, the annual retirement benefit payable per year for a ten year
period is based upon the highest total annual compensation received in any
of the three calendar years preceding retirement. Managing General Partners
with more than five but less than ten years of service at retirement will
receive a prorated reduced benefit. Under the Plan, for the retiring
Managing General Partners, the annual retirement benefit payable per year
for a ten year period is $6,750, which is equal to 75% of the total
compensation received from the Fund during the 1995 calendar year.
The Fund has a Nominating Committee the functions of which are (a)
selecting and recommending to the Managing General Partners nominees for
election as Managing General Partners and (b) proposing and recommending to the
Managing General Partners the terms of compensation for Managing General
Partners. The committee consists of Messrs. Hackerman, Paulsen and Upton. The
committee held two meetings during the last fiscal year. The committee is
prepared to review nominations for Managing General Partners from partners in
written communications addressed to the committee at the Fund's headquarters,
although the committee expects normally to be able to identify from its own
resources an ample number of qualified candidates.
The Fund has an Audit Committee which makes recommendations to the Managing
General Partners concerning the selection of the Fund's independent auditors,
reviews with such auditors the scope and results of the annual audit, and
considers any comments which the auditors may have regarding the Fund's
financial statements or books of account. The commit-
5
<PAGE> 8
tee consists of Messrs. Hackerman, Paulsen and Upton. The committee held
two meetings during the last fiscal year.
The Managing General Partners met four times during the last fiscal year.
During such fiscal year, all Managing General Partners attended at least 75% of
the aggregate of (a) the total number of meetings of the Managing General
Partners and (b) the total number of meetings held by all committees of the
Managing General Partners on which they served.
The following information relates to the Fund's executive officers who are
not Managing General Partners of the Fund. Each officer serves as a director,
officer or employee of the Adviser and a number own shares of common stock of
Holding. Most officers also serve in the same capacity for all or most of the
other investment companies advised by the Adviser. The business address of each
officer, except for Messrs. McDonnell, Nyberg, Wood, Sullivan and Hill is 2800
Post Oak Boulevard, Houston, Texas 77056. The business address of Messrs.
McDonnell, Nyberg, Wood, Sullivan and Hill is One Parkview Plaza, Oakbrook
Terrace, Illinois 60181.
<TABLE>
<CAPTION>
PRINCIPAL
POSITION OCCUPATION
WITH THE DURING PAST OFFICER
NAME FUND FIVE YEARS AGE SINCE
- ---------------------- ------------------- -------------------- --- -------
<S> <C> <C> <C> <C>
WILLIAM N. BROWN...... Vice President Executive Vice 42 1996
President of the
Adviser; Holding;
VKAC; Van Kampen
American Capital
Advisors, Inc.;
American Capital
Contractual
Services, Inc.;
Van Kampen
American Capital
Exchange
Corporation; AC-
CESS Investor Ser-
vices, Inc.; and
Van Kampen
American Capital
Trust Company.
Director of
American Capital
Shareholders
Corporation. Vice
President of each
of the Van Kampen
American Capital
Funds.
(Table continued on following page)
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
PRINCIPAL
POSITION OCCUPATION
WITH THE DURING PAST OFFICER
NAME FUND FIVE YEARS AGE SINCE
- ---------------------- ------------------- -------------------- --- -------
<S> <C> <C> <C> <C>
RONALD A. NYBERG...... Vice President Executive Vice 42 1995
President, General
Counsel and
Corporate
Secretary of VKAC
and Holding.
Executive Vice
President, General
Counsel and a
Director of the
Distributor.
Executive Vice
President and
General Counsel of
the Adviser; the
VK Adviser; Van
Kampen American
Capital Manage-
ment, Inc.; VSU,
Inc.; VCJ, Inc.;
Van Kampen Merritt
Equity Advisors
Corp. and Van
Kampen Merritt
Equity Holdings
Corp. Executive
Vice President,
General Counsel
and Assistant
Secretary of Van
Kampen American
Capital Advisors,
Inc.; American
Capital
Contractual
Services, Inc.;
Van Kampen
American Capital
Exchange
Corporation; AC-
CESS; American
Capital
Shareholders
Corporation and
Van Kampen
American Capital
Trust Company.
General Counsel of
McCarthy, Crisanti
& Maffei, Inc. and
McCarthy, Crisanti
& Maffei
Acquisition Corp.
Vice President and
Secretary of each
of the Van Kampen
American Capital
Funds. Secretary
of the closed-end
funds advised by
the VK Adviser.
Director of ICI
Mutual Insur-
(Table continued on following page)
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
PRINCIPAL
POSITION OCCUPATION
WITH THE DURING PAST OFFICER
NAME FUND FIVE YEARS AGE SINCE
- ---------------------- ------------------- -------------------- --- -------
<S> <C> <C> <C> <C>
ance Co., a
provider of
insurance to
members of the In-
vestment Company
Institute.
TANYA M. LODEN........ Financial Officer Controller of most 36 1991
of the investment
companies advised
by the Adviser.
Formerly Assistant
Controller and Tax
Manager of the
American Capital
mutual funds.
DENNIS J. MCDONNELL... Executive Vice President, Chief 53 1995
President Operating Officer
and a Director of
the Adviser; the
VK Adviser and Van
Kampen American
Capital Manage-
ment, Inc.
Director of
Holding; VKAC and
McCarthy, Crisanti
& Maffei, Inc.
Chairman and a
Director of MCM
Asia Pacific Com-
pany, Ltd.
President, Chief
Executive Officer
and a trustee of
certain of the Van
Kampen American
Capital Funds.
President, Chief
Executive Officer
and a trustee of
the Van Kampen
Merrit Series
Trust and
closed-end invest-
ment companies ad-
vised by the VK
Adviser. Prior to
December, 1991,
Senior Vice
President of Van
Kampen Merritt
Inc.
CURTIS W. MORELL...... Vice President Vice President and 49 1976
and Chief Chief Accounting
Accounting Officer of most of
Officer the investment
companies advised
by the Adviser.
(Table continued on following page)
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
PRINCIPAL
POSITION OCCUPATION
WITH THE DURING PAST OFFICER
NAME FUND FIVE YEARS AGE SINCE
- ---------------------- ------------------- -------------------- --- -------
<S> <C> <C> <C> <C>
EDWARD C. WOOD III.... Vice President and Senior Vice 40 1996
Chief Financial President of the VK
Officer Adviser. Vice
President and
Chief Financial
Officer of each of
the Van Kampen
American Capital
Funds. Vice
President,
Treasurer and
Chief Financial
Officer of the
closed-end funds
advised by the VK
Adviser.
JOHN L. SULLIVAN...... Treasurer First Vice President 40 1996
of the Adviser and
the VK Adviser.
Treasurer of each
of the Van Kampen
American Capital
Funds. Controller
of the closed-end
funds advised by
the VK Adviser.
Formerly
Controller of
open-end funds
advised by the VK
Adviser.
ALAN T. SACHTLEBEN.... Chief Investment Executive Vice 53 1987
Officer President and a
Director of the
Adviser. Ex-
ecutive Vice
President of the
VK Adviser. Vice
President of each
of the Van Kampen
American Capital
Funds.
NORI L. GABERT........ Principal Legal Vice President, 42 1991
Officer and Associate General
Secretary Counsel and
Assistant Secre-
tary of the
Adviser. Vice
President, As-
sociate General
Counsel and Assis-
tant Secretary of
VKAC, the VK Ad-
viser and the
Distributor. Vice
President and
Secretary of
closed-end funds
advised by the
Adviser.
(Table continued on following page)
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
PRINCIPAL
POSITION OCCUPATION
WITH THE DURING PAST OFFICER
NAME FUND FIVE YEARS AGE SINCE
- ---------------------- ------------------- -------------------- --- -------
<S> <C> <C> <C> <C>
HUEY P. FALGOUT,
JR. ................ Legal Officer and Assistant Vice 32 1996
Assistant President and Senior
Secretary Attorney of VKAC.
Assistant Vice
President and
Assistant
Secretary of the
Distributor; the
Adviser; the VK
Adviser; Van
Kampen American
Capital Man-
agement, Inc.; Van
Kampen American
Capital Advisors,
Inc.; American
Capital
Contractual
Services, Inc.;
Van Kampen Amer-
ican Capital Ex-
change
Corporation;
ACCESS and
American Capital
Shareholders
Corporation.
Assistant
Secretary of each
of the Van Kampen
American Capital
Funds.
STEVEN M. HILL........ Assistant Treasurer Assistant Vice 31 1996
President of the
Adviser and the VK
Adviser. Assistant
Treasurer of each
of the Van Kampen
American Capital
Funds. Assistant
Treasurer of the
closed-end funds
advised by the VK
Adviser.
ROBERT SULLIVAN....... Assistant Assistant Controller 62 1996
Controller of each of the Van
Kampen American
Capital Funds.
</TABLE>
The Adviser has acted as investment adviser to the Fund since 1976. The
Fund is not publicly distributed and, therefore, does not have an active
underwriter.
II. RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP has been selected by the Managing General Partners as
independent auditors for the current fiscal year by vote of a majority of the
Fund's Managing General Partners who are not interested
10
<PAGE> 13
persons of the Fund as defined in the Investment Company Act of 1940 as
amended. Such selection was recommended by the Audit Committee of the Managing
General Partners. The employment is conditioned on the right of the Fund to
terminate the employment without penalty by a vote of a majority of the
outstanding voting shares. Such selection by the Managing General Partners is
submitted to the partners for their ratification or rejection.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting with the opportunity to make a statement, if they so desire, and such
representatives are expected to be available to respond to any appropriate
questions from partners.
THE MANAGING GENERAL PARTNERS RECOMMEND THAT THE SELECTION OF KPMG PEAT
MARWICK LLP BE RATIFIED.
III. PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT OF LIMITED
PARTNERSHIP CHANGING THE NAME AND ADDRESS OF THE FUND
The Agreement calls for the amendment of the Agreement in order to change
the name and address of the Fund. The Agreement confers upon the partners of the
Fund the right to vote their shares of the Fund with respect to such an
amendment.
The Adviser has informed the Managing General Partners that the names of
almost all other investment companies advised by the Adviser have been changed
to add "Van Kampen" at the beginning of their names, in keeping with a change in
the name of the Adviser to "Van Kampen American Capital Asset Management, Inc."
The Managing General Partners believe that it is appropriate to change the name
of the Fund in the same manner.
Rather than call a special meeting of partners solely for the purpose of
voting on the name change, in September 1995 the Managing General Partners
decided to defer the vote until the 1996 annual meeting. In the meantime, the
Fund filed and published a statement in an appropriate county in California
indicating that the Fund is doing business under the changed name and,
commencing on October 6, 1995, the Fund was listed in the Wall Street Journal
under the name "Van Kampen American Capital Exchange Fund."
The specific amendment as to which the partners are requested to vote at
the meeting would change the first sentence of Section 1.2 of the Agreement to
read: "The Partnership shall operate under the firm name of "Van Kampen American
Capital Exchange Fund, a California limited partnership." After the meeting,
assuming a favorable vote, the name of the Fund will be formally changed by
amendment of the Certificate of Limited Partnership of the Fund filed with the
Secretary of State of California. In
11
<PAGE> 14
addition, in order to reflect the Adviser's Houston address, a favorable vote
will formally amend the first sentence of Section 1.3 of the Agreement to read:
"The principal place of business of the Partnership shall be located at 2800
Post Oak Boulevard, Houston, Texas 77056."
THE MANAGING GENERAL PARTNERS RECOMMEND THAT THE PARTNERS APPROVE THE
PROPOSED NAME AND ADDRESS CHANGE. If partners do not approve this proposal, the
Fund's name and address will remain unchanged.
IV. OTHER BUSINESS
The proxy holders have no present intention of bringing before the meeting
for action any matters other than those specifically referred to in the
foregoing, and in connection with or for the purpose of effecting the same, nor
have the Managing General Partners any such intention. Neither the proxy holders
nor the Managing General Partners are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their best
judgment.
PARTNER PROPOSALS
The date by which any proposal of a partner intended to be presented at the
next annual meeting must be received by the Fund for inclusion in the Fund's
proxy statement and form of proxy relating to that meeting is December 19, 1996.
12
<PAGE> 15
ADJOURNMENT
In the event that sufficient votes in favor of the proposals set forth in
the Notice of Meeting and Proxy Statement are not received by the time scheduled
for the meeting, the persons named as proxies may move one or more adjournments
of the meeting to permit further solicitation of proxies with respect to any
such proposals. Any such adjournment will require the affirmative vote of a
majority of the shares present at the meeting. The persons named as proxies will
vote in favor of such adjournment those shares which they are entitled to vote
which have voted in favor of such proposals. They will vote against any such
adjournment those proxies which have voted against any of such proposals.
By Order of the Managing General
Partners,
/s/ NORI L. GABERT
--------------------------------
Nori L. Gabert
Secretary
March 25, 1996
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED REPLY ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
13
<PAGE> 16
- ---- A Wealth of Knowledge o A Knowledge of Wealth ----
VAN KAMPEN AMERICAN CAPITAL 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 detach at perforation before mailing.
________________________________________________________________________________
AMERICAN CAPITAL EXCHANGE FUND, FOR THE MEETING OF PARTNERS
A CALIFORNIA LIMITED PARTNERSHIP TO BE HELD ON APRIL 26, 1996
PROXY SOLICITED BY THE MANAGING GENERAL PARTNERS
The undersigned, revoking previous proxies, hereby appoints(s) Don G. Powell,
Robert A. Nyberg and Nori L. Gabert or any one of them, attorneys, with full
power of substitution, to vote all units of partnership interest of the Fund
which the undersigned is entitled to vote at the scheduled Meeting of Partners
of the Fund to be held in the Transco Tower Auditorium on Level 2 of Transco
Tower, 2800 Post Oak Boulevard, Houston, Texas 77056 on April 26, 1996 at
2:00 p.m., and at any adjournment of the meeting. They shall vote as
recommended by the Managing General Partners, unless otherwise indicated on the
reverse side, and in their discretion upon such other matters as may properly
come before the meeting. 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_____________________, 1996
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
person's title.
__________________________________________
Signature(s) (Title(s), if applicable)
WHERE UNIT OF PARTNERSHIP INTEREST ARE
REGISTERED WITH JOINT OWNERS, ALL JOINT
OWNERS SHOULD SIGN.
VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND (VK028F)
ORIGINAL FRONT 2-3-96
REVISION #1 2-7-96
<PAGE> 17
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 DETACH AT PERFORATION BEFORE MAILING.
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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 attorneys shall vote in accordance with their best
judgment.
THE MANAGING GENERAL PARTNERS RECOMMEND A VOTE FOR THE FOLLOWING:
PLEASE VOTE BY FILLING IN THE APPROPRIATE FOR ALL WITHHOLD
BOX BELOW, AS SHOWN, USING BLUE OR BLACK INK (except as marked ALL
OR DARK PENCIL. DO NOT USE RED INK. to the contrary below).
1. ELECTION OF MANAGING GENERAL PARTNERS. / / / /
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NOMINEE'S
NAME(S) ON THE LINE BELOW.
STEPHEN R. GROSS F. ROBERT PAULSEN DON G. POWELL
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ALAN B. SHEPARD, JR. DONALD M. CARLTON
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FOR AGAINST ABSTAIN
2. RATIFICATION OF KMPG PEAT MARWICK LLP AS / / / / / /
INDEPENDENT AUDITORS.
3. AMENDMENT TO RESTATED CERTIFICATE AND AGREEMENT / / / / / /
OF LIMITED PARTNERSHIP CHANGING THE NAME AND
ADDRESS OF THE FUND.
VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND (VK026B)
ORIGINAL BACK 2-3-96