<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:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / 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):
/X/ $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:
$125.00
- --------------------------------------------------------------------------------
/ / 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 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 18, 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 18,
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,
shares of the Fund were outstanding, each share being entitled to one
vote. Of such shares, % was held by Comerica Bank Detroit and Edward
Mardigian, P.O. Box 64101, Detroit, Michigan 48264-0101, as Trustees under a
revocable trust established by and for the benefit of Helen
<PAGE> 4
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. 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>
NORMAN HACKERMAN 84 1979 [174.978] **
Chairman of the Scientific Advisory
Board, The Robert A. Welch Foundation
(research); Directorships include
Scientific Measurement Systems, Inc.
(industrial tomography), Radian
Corporation (research and
development), American General Series
Portfolio Co. (mutual fund); and
Medical Polymers, Inc.
(pharmaceuticals); formerly Director,
Vista Chemical Co., Electrosource,
Inc. (lead storage battery
manufacturer), Fueltech, Inc.
(combustion), Columbia Scientific
Instruments, Inc. (instrument manu-
facturing), and Carbon Fuels Corp.
(coal refinery).(1)
F. ROBERT PAULSEN 73 1979 [174.978] **
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 [56.412] **
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 [56.412] **
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)
MILLER UPTON 79 1991 [70.936] **
Economist; Consultant; Director,
American General Series Portfolio Co.
(mutual fund); formerly Director, Home
Life Insurance Company of New York and
Household International, Inc.
(financial services)(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 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 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 TOTAL(1)
RETIREMENT COMPENSATION
AGGREGATE BENEFITS FROM REGISTRANT
COMPENSATION ACCRUED AS AND FUND
FROM PART OF FUND COMPLEX PAID
NAME OF PERSON REGISTRANT EXPENSES TO DIRECTORS
- -------------- ------------ ------------ ---------------
<S> <C> <C> <C>
Dr. Norman Hackerman................... $ 9,000 N/A $49,000
Dr. F. Robert Paulsen.................. 9,000 N/A 54,000
Alan B. Shepard, Jr. .................. 7,250 N/A 50,750
Miller Upton........................... 9,000 N/A 48,500
</TABLE>
- ---------------
(1) Reflects thirteen investment companies in the Fund complex.
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 committee 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 and Nyberg is 2800 Post Oak Boulevard,
Houston, Texas 77056. The business address of
5
<PAGE> 8
Messrs. McDonnell and Nyberg 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>
STEPHEN L. BOYD....... Investment Officer Senior Vice 55 1991
President
-- Portfolio Man-
ager of the
Adviser; formerly
Senior Vice
President and
Chief Investment
Officer, Wertheim
Asset Management
Services, Inc.;
formerly Partner,
Rollert &
Sullivan.
RONALD A. NYBERG...... Principal Legal Executive Vice 42 1995
Officer President, General
Counsel and
Secretary of Van
Kampen American
Capital, Inc.;
Executive Vice
President and a
Director of the VK
Adviser and Van
Kampen American
Capital
Distributors,
Inc.; Executive
Vice President of
the Adviser; Vice
President and
Secretary of
closed-end
investment com-
panies advised by
the VK Adviser;
Director of ICI
Mutual Insurance
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.
</TABLE>
(Table continued on following page)
6
<PAGE> 9
<TABLE>
<CAPTION>
PRINCIPAL
POSITION OCCUPATION
WITH THE DURING PAST OFFICER
NAME FUND FIVE YEARS AGE SINCE
---- -------- ----------- --- -------
<S> <C> <C> <C> <C>
DENNIS J. MCDONNELL... Vice President President, Chief 53 1995
Operating Officer
and a Director of
the Adviser, the
VK Adviser and Van
Kampen American
Capital Manage-
ment, Inc.;
Director of VK/AC
Holding, Inc. and
Van Kampen
American Capital,
Inc.; Director of
McCarthy, Crisanti
& Maffei, Inc. and
Chairman and a
Director of MCM
Asia Pacific
Company, 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 in-
vestment companies
advised 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 Treasurer Chief Accounting
Officer of most of
the investment
companies advised
by the Adviser.
ALAN T. SACHTLEBEN.... Chief Investment Vice President -- 53 1987
Officer Chief Investment
Officer/Equity and
Director of the
Adviser; Executive
Vice President and
Director of VKAC.
</TABLE>
(Table continued on following page)
7
<PAGE> 10
<TABLE>
<CAPTION>
PRINCIPAL
POSITION OCCUPATION
WITH THE DURING PAST OFFICER
NAME FUND FIVE YEARS AGE SINCE
---- -------- ----------- --- -------
<S> <C> <C> <C> <C>
NORI L. GABERT........ Legal Officer Vice President, 42 1991
and Secretary Associate General
Counsel and
Secretary of the
Adviser.
J. DAVID WISE......... Legal Officer and Vice President, 52 1988
Assistant Secre- Associate General
tary Counsel of the
Adviser.
</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 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 OF THE FUND
The Agreement calls for the amendment of the Agreement in order to change
the name 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 Part-
8
<PAGE> 11
ners 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.
THE MANAGING GENERAL PARTNERS RECOMMEND THAT THE PARTNERS APPROVE THE
PROPOSED NAME CHANGE. If partners do not approve this proposal, the Fund's name
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.
9
<PAGE> 12
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 18, 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.
10
<PAGE> 13
- ---- 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> 14
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.
- --------------------------------------------------------------------------------
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.
NORMAN HACKERMAN F. ROBERT PAULSEN DON G. POWELL
- ---------------- ----------------- ----------------
ALAN B. SHEPARD, JR. MILLER UPTON
- ---------------------- -----------------
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 OF THE
FUND.
VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND (VK026B)
ORIGINAL BACK 2-3-96
