<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 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
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
VAN KAMPEN 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/ 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 1998 *
IMPORTANT NOTICE
TO VAN KAMPEN AMERICAN CAPITAL
EXCHANGE FUND PARTNERS
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.
- --------------------------------------------------------------------------------
Q WHY AM I RECEIVING THIS PROXY STATEMENT?
A This is the Annual Meeting of Partners. You are being asked to vote on
proposals to: 1) elect nine nominees for Managing General Partners, 2) ratify
the selection of KPMG Peat Marwick LLP as the independant public accountants for
your Fund and 3) approve an amendment to the Fund's Restated Certificate and
Agreement of Limited Partnership changing the name of the Fund to Van Kampen
Exchange Fund.
Q WILL MY VOTE MAKE A DIFFERENCE?
A Yes, your vote is important and will make a difference. We encourage all
Partners to participate in the governance of their Fund.
Q HOW DO THE MANAGING GENERAL PARTNERS OF THE FUND SUGGEST THAT I VOTE?
A They recommend that you vote "FOR" each proposal on the enclosed proxy card.
Q WHO DO I CALL IF I HAVE QUESTIONS?
A 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.)
<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 MANAGING General PARTNERS -- 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 on the line below.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS -- mark "For,"
"Against" or "Abstain"
AMENDMENT OF FUND'S NAME -- 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 PROXY
VOTES AS
IN THIS VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND
EXAMPLE ANNUAL MEETING OF PARTNERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
[SAMPLE LOGO]
FOR
FOR ALL
ALL WITHHOLD EXCEPT
1. To vote to elect nine Managing / / / / / /
General Partners to serve until
their respective successors are
duly elected and qualified.
XXXXXXXXX, XXXXXXXXX, XXXXXXXXXX
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 KPMG Peat FOR AGAINST ABSTAIN
Marwick LLP as independent public / / / / / /
accountants.
FOR AGAINST ABSTAIN
3. To approve an amendment changing the / / / / / /
Fund's name to Van Kampen Exchange Fund.
Please be sure to sign and date this Proxy. Date
Partner sign here Co-owner sign here
<PAGE> 4
VAN KAMPEN AMERICAN CAPITAL
EXCHANGE FUND
A CALIFORNIA LIMITED PARTNERSHIP
2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
TELEPHONE (800) 341-2929
NOTICE OF ANNUAL MEETING OF
PARTNERS
TO BE HELD DECEMBER 9, 1998
Notice is hereby given to the Partners of the Van Kampen American Capital
Exchange Fund, a California limited partnership ("Fund"), that an Annual Meeting
of Partners (the "Meeting"), will be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on
Wednesday, December 9, 1998 at 3:30 p.m. for the following purposes:
1. To elect nine Managing General Partners, each to serve until the next
annual meeting of Partners or until a successor is elected and qualified;
2. To ratify the selection of KPMG Peat Marwick LLP as independent public
accountants for the current fiscal year of the Fund;
3. To approve an amendment to the Restated Certificate and Agreement of
Limited Partnership changing the name of the Fund to Van Kampen Exchange Fund;
and
4. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
Partners of record at the close of business on October 28, 1998 are entitled
to notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Managing General Partners
RONALD A. NYBERG
Ronald A. Nyberg, Vice President, Principal Legal
Officer and Secretary
November 9, 1998
<PAGE> 5
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT TO A PARTNER
UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING (800)
341-2929 OR BY WRITING TO THE FUND AT 2800 POST OAK BOULEVARD, HOUSTON, TEXAS
77056.
PARTNERS OF THE FUND 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, DATE AND SIGN SUCH PROXY CARD, AND RETURN IT 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 MANAGING GENERAL PARTNERS RECOMMEND THAT YOU CAST YOUR VOTE:
- FOR ALL OF THE NOMINEES FOR THE MANAGING GENERAL PARTNERS LISTED IN THE
PROXY STATEMENT.
- FOR THE RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR OF THE FUND.
- FOR THE APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP CHANGING THE NAME OF THE FUND TO VAN KAMPEN EXCHANGE
FUND.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE> 6
PROXY STATEMENT
VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND
A CALIFORNIA LIMITED PARTNERSHIP
2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
TELEPHONE (800) 341-2929
ANNUAL MEETING OF PARTNERS
DECEMBER 9, 1998
This proxy statement is furnished in connection with the solicitation by the
Managing General Partners of Van Kampen American Capital Exchange Fund, a
California limited partnership (the "Fund"), of proxies to be voted at an Annual
Meeting of Partners, and all adjournments thereof (the "Meeting"), to be held at
the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace,
Illinois 60181-5555, on Wednesday, December 9, 1998, at 3:30 p.m. The
approximate mailing date of this proxy statement and accompanying form of proxy
is November 10, 1998.
The primary purpose of the Meeting is to permit the Fund's Partners to elect
nine Managing General Partners, ratify the selection of KPMG Peat Marwick LLP as
independent public accountants for the Fund's current fiscal year and approve an
amendment to the Restated Certificate and Agreement of Limited Partnership (the
"Agreement") changing the name of the Fund to Van Kampen Exchange Fund.
Participating in the Meeting are holders of units of partnership interest
(collectively, the "Shares") of the Fund.
The Managing General Partners have fixed the close of business on October 28,
1998 as the record date (the "Record Date") for the determination of holders of
Shares of the Fund entitled to vote at the Meeting. Partners of the Fund on the
Record Date will be entitled to one vote per Share with respect to the proposals
submitted to the Partners of the Fund for each Share of the Fund then held, with
no Share having cumulative voting rights.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT TO A PARTNER
UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED
<PAGE> 7
TO THE FUND BY CALLING (800) 341-2929 OR BY WRITING TO THE FUND AT 2800 POST OAK
BOULEVARD, HOUSTON, TEXAS 77056.
At the close of business on October 28, 1998, there were issued and
outstanding 280,473 Shares of the Fund.
As of October 28, 1998, no person was known by the Fund to own beneficially 5%
or more of the Fund's outstanding Shares except as follows:
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS OWNERSHIP AT PERCENTAGE
OF HOLDER OCTOBER 28, 1998 OWNERSHIP
---------------- ---------------- ----------
<S> <C> <C>
Comerica Bank Detroit & 45,045 16.06%
Edward Mardigian, Trustees
Helen Mardigian Trust
P.O. Box 75000
Detroit, MI 48275-0001
Richard F. McCarthy & 15,000 5.34%
Walter R. McCarthy, Trustees
Richard F. McCarthy Trust
540 Indian Mound St. E. 1-D
Wayzata, MN 55391-1745
George O. & Sidney M. Thorson 14,809 5.28%
A Partnership
P.O. Box 1847
Friday Harbor, WA 98250-1847
Eileen H. Cawley 14,208 5.06%
1525 Button Bush Cir.
Palm City, FL 34990-8083
</TABLE>
VOTING
In the election of Managing General Partners (Proposal 1), those persons
receiving the highest number of votes cast, at a meeting at which a quorum is
present in person or by proxy, up to the number of Managing General Partners
proposed to be elected, shall be elected as Managing General Partners to serve
until the next annual meeting of Partners or until their successors are elected
and qualified. Ratification or rejection of the selection of independent public
accountants (Proposal 2) shall require a majority vote of the Shares present in
person or by proxy at a meeting at which a quorum is present. Approval of the
amendment to the Agreement changing the name of the Fund to Van Kampen Exchange
Fund (Proposal 3) shall require the vote of the lesser of (i) a majority of the
outstanding Shares, or (ii) 67% or more of the Shares represented in person or
by proxy at a meeting at which a quorum is present.
2
<PAGE> 8
The Managing General Partners recommend that you cast your vote:
- FOR ALL of the nominees for the Managing General Partners of the Fund listed
in the proxy statement.
- FOR the ratification of the selection of KPMG Peat Marwick LLP as
independent public accountants for the current fiscal year of the Fund
ending December 31, 1998.
- FOR the approval of an amendment to the Agreement changing the name of the
Fund to Van Kampen Exchange 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" the
proposal as to which it is entitled to vote. 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 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. A majority of the outstanding Shares must be present in person or by
proxy to have a quorum to conduct business at the Meeting.
Partners who execute proxies may revoke them at any time before they are voted
by filing with the 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 Fund knows of no business other than that mentioned in Proposals 1, 2 and
3 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 are not received, the persons named as proxies may propose one
or more adjournments of the Meeting to permit further solicitation of proxies
provided they determine that such an adjournment and additional solicitation is
reasonable and in the interest of Partners 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
INVESTMENT ADVISER
Van Kampen Asset Management Inc. serves as investment adviser to the Fund
("Asset Management" or the "Adviser"). The Adviser is a wholly owned subsidiary
of Van Kampen Investments Inc. ("Van Kampen"). Van Kampen is a diversified asset
management company with more than two million retail investor accounts,
extensive capabilities for managing institutional portfolios and more than $50
billion under management or supervision. Van Kampen's more than 50 open-end and
39 closed end funds (including the Fund) and more than 2,500 unit investment
trusts are professionally distributed by leading financial advisers nationwide.
Generally, Van Kampen Funds Inc., a wholly owned subsidiary of Van Kampen, has
been the sponsor of the funds mentioned above and acts as distributor to such
funds. Van Kampen is an indirect wholly owned subsidiary of Morgan Stanley Dean
Witter & Co. ("MSDW").
- ------------------------------------------------------------------------------
PROPOSAL 1: ELECTION OF MANAGING GENERAL PARTNERS
- ------------------------------------------------------------------------------
NOMINATION OF MANAGING GENERAL PARTNERS
Nine Managing General Partners are to be elected, each to serve until the next
annual meeting of Partners and until a successor is elected and qualified. 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 Managing General Partner. There are eight
incumbent nominees for Managing General Partners and Don G. Powell is a new
nominee for Managing General Partner. Mr. Powell has previously served as a
Managing General Partner for the Fund.
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 person or persons as shall be determined by the persons named in the proxy
in accordance with their judgment. The Fund, however, has 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 Managing General Partner. All nominees have consented to being
named in this proxy statement and have agreed to serve if elected. Each of the
incumbent nominees has served as a Managing General Partner of the Fund since
his election in December 1997.
4
<PAGE> 10
INFORMATION REGARDING NOMINEES FOR ELECTION
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
David C. Arch..................... Mr. Arch is Chairman and Chief Executive
1800 Swift Drive Officer of Blistex Inc., a consumer health
Oak Brook, IL 60523 care product's manufacturer. Director of
Age: 53 Elmhurst College and the Illinois
Manufacturers' Association. Mr. Arch is also
a Trustee of other investment companies
advised by Asset Management, Van Kampen
Management Inc. ("Management Inc.") and Van
Kampen Investment Advisory Corp. ("Advisory
Corp.").
Rod Dammeyer...................... Mr. Dammeyer is Managing Partner of Equity
Two North Riverside Plaza Group Investments, Inc. (EGI), a company
Suite 1950 that makes private equity investments in
Chicago, IL 60606 other companies, and Vice-Chairman and
Age: 57 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). He is also a member of
the Board of Directors of Teletech Holdings
Inc., Lukens, Inc., Metal Management, Inc.,
Stericycle, Inc., Transmedia Network, Inc.,
Jacor Communications, Inc., CNA Surety
Corp., IMC Global Inc., Antec Corporation,
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. and a
member of Kent State University Foundation.
Prior to 1998, Mr. Dammeyer was a member of
the Board of Directors of Capsure Holdings
Corp., Falcon Building Products, Inc., Revco
D.S., Inc., Chase Manhattan Corporation
National Advisory Board and Sealy, Inc.
Prior to 1997, Mr. Dammeyer was President,
Chief Executive Officer and a Director of
Great American Management & Investment,
Inc., a diversified manufacturing company.
Mr. Dammeyer is also a Trustee of other
investment companies advised by Asset
Management, Management Inc. and Advisory
Corp.
</TABLE>
5
<PAGE> 11
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Howard J Kerr..................... Mr. Kerr is a Director of Canbra Foods,
736 North Western Ave. Ltd., a Canadian oilseed crushing, refining,
P.O. Box 317 processing and packaging operation. Prior to
Lake Forest, IL 60045 1998, Mr. Kerr was the President and Chief
Age: 62 Executive Officer of Pocklington
Corporation, Inc., an investment holding
company. Mr. Kerr is a Trustee of other
investment companies advised by Asset
Management, Management Inc. and Advisory
Corp.
Dennis J. McDonnell*.............. Mr. McDonnell is Chairman and Chief
1 Parkview Plaza Executive Officer of the Fund. Executive
Oakbrook Terrace, IL 60181 Vice President and a Director of Van Kampen.
Age: 56 Mr. McDonnell is also President, Chief
Operating Officer and a Director of Asset
Management, Advisory Corp., Van Kampen
Advisors Inc., and Management Inc. Prior to
July 1998, Mr. McDonnell was Director and
Executive Vice President of VK/AC Holding,
Inc. Prior to April 1998, Mr. McDonnell was
President and a Director of Van Kampen
Merritt Equity Advisors Corp. Prior to April
1997, he was a Director of Van Kampen
Merritt Equity Holdings Corp. Prior to
September 1996, Mr. McDonnell was Chief
Executive Officer and Director of MCM Group,
Inc., McCarthy, Crisanti & Maffei, Inc. and
Chairman and Director of MCM Asia Pacific
Company, Limited and MCM (Europe) Limited.
Prior to July 1996, Mr. McDonnell was
President, Chief Operating Officer and
Trustee of VSM Inc. and VCJ Inc. Mr.
McDonnell is President, Chairman of the
Board and Trustee of other investment
companies advised by Asset Management,
Management Inc., and Advisory Corp.
Steven Muller, Ph.D............... Dr. Muller is President Emeritus of The
President Emeritus Johns Hopkins University. He is a Director
The Johns Hopkins University of Beneficial Corporation (bank holding
Suite 711 company) and Millipore Corporation
1619 Massachusetts Avenue, N.W. (bio-technology). Prior to December 1997,
Washington, D.C. 20036 Dr. Muller was Chairman of The 21st Century
Age: 70 Foundation (public affairs). Prior to May
1997, Dr. Muller was a Director of BT Alex.
Brown & Sons (investment banking). Dr.
Muller is a Trustee of other investment
companies advised by Asset Management,
Management Inc. and Advisory Corp.
</TABLE>
6
<PAGE> 12
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Theodore A. Myers................. Mr. Myers is a Senior Financial Advisor
550 Washington Avenue (and, prior to 1997, an Executive Vice
Glencoe, IL 60022 President and Chief Financial Officer) of
Age: 68 Qualitech Steel Corporation, a manufacturer
of special quality bar products as well as
iron carbide (a steel scrap substitute). Mr.
Myers is also a Director of COVA Series
Trust of COVA Financial Life Insurance
(formerly known as Xerox Life). Prior to
1997, Mr. Myers was a Director of McLouth
Steel and a member of the Arthur Andersen
Chief Financial Officer Advisory Committee.
Mr. Myers is also a Trustee of other
investment companies advised by Asset
Management, Management Inc. and Advisory
Corp.
Don G. Powell*.................... Mr. Powell is Chairman and a Director of Van
Van Kampen Investments Inc. Kampen, Asset Management, Advisory Corp.,
2800 Post Oak Boulevard Van Kampen Funds Inc., and Van Kampen
Houston, TX 77056 Investor Services Inc. Chairman of River
Age: 59 View International Inc. Mr. Powell is also a
Director or officer of certain other
subsidiaries of Van Kampen and Chairman of
the Board of Governors and the Executive
Committee of the Investment Company
Institute. Prior to July 1998, Mr. Powell
was Director and Chairman of VK/AC Holding,
Inc. Prior to November 1996, Mr. Powell was
President, Chief Executive Officer and a
Director of VK/AC Holding, Inc. Mr. Powell
is a Trustee/Director of other funds advised
by Asset Management, Management Inc. and
Advisory Corp.
Hugo F. Sonnenschein.............. 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 other investment companies advised by
Asset Management, Management Inc. and
Advisory Corp.
</TABLE>
7
<PAGE> 13
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Wayne W. Whalen*.................. 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 certain funds
Age: 59 advised by Asset Management, Management Inc.
and Advisory Corp. Mr. Whalen is a
Trustee/Director of other funds advised by
Asset Management, Management Inc. and
Advisory Corp.
</TABLE>
- ------------------------------------------------------------------------------
* Such Trustees are "interested persons" (within the meaning of Section 2(a)(19)
of the 1940 Act). Messrs. McDonnell and Powell are interested persons of the
Adviser and the Fund by reason of their positions with the Adviser. Mr. Whalen
is an interested person of the Fund by reason of his firm acting as legal
counsel for the Fund.
Messrs. McDonnell and Powell own preferred shares in MSAM Holdings II, Inc., a
wholly owned subsidiary of MSDW, which in turn are exchangeable for shares of
MSDW and have options to purchase shares of MSDW.
OFFICERS OF THE FUND
The following information relates to the officers of the 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 affiliates of the
Adviser. The officers of the Fund serve for one year or until their respective
successors are chosen and qualified. The Fund's officers receive no compensation
from the Fund but may also be officers of the Adviser or officers of affiliates
of the Adviser and receive compensation in such capacities.
<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 Asset
1 Parkview Plaza since 1996 Management, Management Inc., Advisory
Oakbrook Terrace, Corp. and Van Kampen Advisors Inc.
IL 60181 Prior to July 1996, Director of VSM
Age: 42 Inc. Prior to September 1996, Director
of McCarthy, Crisanti & Maffei, Inc.
Vice President of other investment
companies advised by Asset Management,
Management Inc. and Advisory Corp.
</TABLE>
8
<PAGE> 14
<TABLE>
<CAPTION>
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
--------------------- ----------------- ---------------------
<S> <C> <C>
Ronald A. Nyberg....... Vice President, Executive Vice President, General
1 Parkview Plaza Principal Legal Counsel, Secretary and Director of Van
Oakbrook Terrace, Officer and Kampen. Executive Vice President,
IL 60181 Secretary General Counsel, Assistant Secretary
Age: 45 since 1995 and a Director of Asset Management,
Advisory Corp., Van Kampen Funds Inc.,
Van Kampen Advisors Inc., Management
Inc., Van Kampen Exchange Corp.,
American Capital Contractual Services,
Inc. and Van Kampen Trust Company.
Executive Vice President, General
Counsel and Assistant Secretary of Van
Kampen Investor Services Inc. and River
View International Inc. Director or
officer of certain other subsidiaries
of Van Kampen. Director of ICI Mutual
Insurance Co., a provider of insurance
to members of the Investment Company
Institute. Prior to July 1998, Director
and Executive Vice President, General
Counsel and Secretary of VK/AC Holding,
Inc. Prior to April 1998, Executive
Vice President, General Counsel and
Director of Van Kampen Merritt Equity
Advisors Corp. Prior to April 1997,
Executive Vice President, General
Counsel and a Director of Van Kampen
Merritt Equity Holdings Corp. Prior to
September 1996, General Counsel of
McCarthy, Crisanti & Maffei, Inc. Prior
to July 1996, Executive Vice President
and General Counsel of VSM Inc. and
Executive Vice President and General
Counsel of VCJ Inc. Vice President and
Secretary of other investment companies
advised by Asset Management, Management
Inc. and Advisory Corp.
</TABLE>
9
<PAGE> 15
<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 Executive Vice President and Director
2800 Post Oak Blvd. since 1990 of Van Kampen. Executive Vice President
Houston, TX 77056 of Asset Management and Van Kampen
Age: 57 Funds Inc. President and a Director of
Van Kampen Investor Services Inc.
President and Chief Operating Officer
of Van Kampen Recordkeeping Services
Inc. Prior to July 1998, Director and
Executive Vice President of VK/AC
Holding, Inc. Vice President of other
investment companies advised by Asset
Management, Management Inc. and
Advisory Corp.
Edward C. Wood III..... Vice President Senior Vice President of Asset
1 Parkview Plaza since 1996 Management, Advisory Corp., Van Kampen
Oakbrook Terrace, IL and Management Inc. Senior Vice
60181 President and Chief Operating Officer
Age: 42 of the Van Kampen Funds Inc. Vice
President and Chief Financial Officer
of other investment companies advised
by Asset Management, Management Inc.
and Advisory Corp.
Curtis W. Morell....... Vice President and Senior Vice President of the Asset
2800 Post Oak Blvd. Chief Accounting Management and Advisory Corp. Vice
Houston, TX 77056 Officer President and Chief Accounting Officer
Age: 52 since 1976 of other investment companies advised
by Asset Management, Management Inc.
and Advisory Corp.
John L. Sullivan....... Vice President, First Vice President of Van Kampen.
1 Parkview Plaza Treasurer and Treasurer of other investment companies
Oakbrook Terrace, Chief Financial advised by Asset Management, Management
IL 60181 Officer Inc. and Advisory Corp.
Age: 53
Tanya M. Loden......... Financial Officer Vice President of Van Kampen,
2800 Post Oak Blvd. since 1991 Controller of other investment
Houston, TX 77056 companies advised by Asset Management,
Age: 38 Management Inc. and Advisory Corp.
</TABLE>
Each of the nine nominees for Managing General Partner also currently serves
as a trustee for 41 other investment companies (together with the Fund, the
"Fund Complex") that are advised by Asset Management, Management Inc. or
Advisory Corp. In addition, Messrs. Powell and Whalen serve as trustee/director
for other investment companies advised by Asset Management and Advisory Corp.
10
<PAGE> 16
As of October 28, 1998, the officers and nominees for Managing General Partner
own less than 1% of the outstanding Shares of the Fund.
REMUNERATION PAID TO MANAGING GENERAL PARTNERS
The compensation of the Managing General Partners who are affiliated persons
(as defined in the Investment Company Act of 1940, as amended (the "1940 Act"))
of the Adviser or Van Kampen is paid by the respective entity. The Fund pays the
compensation of all other Managing General Partners of the Fund. Funds in the
Fund Complex, including the Fund, pay each Managing General Partner who is not
an affiliated person of the Adviser or Van Kampen an annual retainer in an
amount equal to the product of $2,500 multiplied by the number of funds in the
Fund Complex, which retainer is allocated among the funds based on the relative
net assets of such funds, and $250 per fund per meeting of the Managing General
Partners, as well as reimbursement of expenses incurred in connection with such
meetings. Funds in the Fund Complex other than the Fund offer retirement plans
to trustees who are not affiliated persons with the Adviser or Van Kampen.
Pursuant to such plans, eligible trustees who have at least ten years of service
for a fund (including years of service prior to adoption of the retirement plan)
and retire at or after attaining the age of 60, are eligible to receive a
retirement benefit from such fund equal to $2,500 for each of the ten years
following such trustee's retirement. Under certain conditions, reduced benefits
are available for early retirement. Funds in the Fund Complex other than the
Fund offer deferred compensation arrangements to trustees who are not affiliated
persons with the Adviser or Van Kampen. Pursuant to such plans, eligible
trustees can elect to defer receipt of all or a portion of the trustee's fees
earned by such trustee until such trustee's retirement. The deferred
compensation earns a rate of return determined by reference to funds in the Fund
Complex selected by the trustee. The deferred compensation plans are not funded
and obligations thereunder represent general unsecured claims against the
general assets of the funds.
Additional information on compensation, including estimated compensation
payable to Managing General Partners for the Fund's current fiscal year, is
shown in Annex A.
STANDING COMMITTEES
The Managing General Partners have met five times during the current 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 Board and (b)
the total number of meetings held by all committees of the Board on which they
served during the period such Managing General Partner served as Managing
General Partner.
11
<PAGE> 17
The Fund has an Audit Committee which makes recommendations to the Managing
General Partners concerning the selection of the 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 the Fund's financial statements or books of account. The committee
currently consists of Messrs. Arch, Dammeyer, Kerr, Myers, Muller and
Sonnenschein. The Committee held one meeting during the current fiscal year.
PARTNER APPROVAL
In the election of Managing General Partners, those persons receiving the
highest number of votes cast, at a meeting at which a quorum is present in
person or by proxy, up to the number of Managing General Partners proposed to be
elected, shall be elected as Managing General Partners to serve until the next
annual meeting or until their successors are elected and qualified. THE MANAGING
GENERAL PARTNERS OF THE FUND RECOMMEND A VOTE "FOR" ALL OF THE NOMINEES.
- ------------------------------------------------------------------------------
PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC
ACCOUNTANTS
- ------------------------------------------------------------------------------
The Managing General Partners of the Fund, including a majority of the Fund's
Managing General Partners who are not "interested persons" of the Fund (as
defined by the 1940 Act), have selected the firm of KPMG Peat Marwick LLP,
independent public accountants, to examine the financial statements for the
current fiscal year of the Fund. The Fund knows of no direct or indirect
financial interest of such firm in the Fund. Such appointment is subject to
ratification or rejection by the Partners of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such accountants.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Meeting, will have the opportunity to make a statement if they desire to do so
and should be available to respond to questions from Partners.
PARTNER APPROVAL
Ratification or rejection of the selection of independent public accountants
shall require a majority vote of the Shares present in person or by proxy of a
meeting of which a quorum is present. THE MANAGING GENERAL PARTNERS RECOMMEND A
VOTE "FOR" RATIFICATION OF THIS PROPOSAL.
12
<PAGE> 18
- ------------------------------------------------------------------------------
PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP CHANGING THE NAME OF THE FUND TO VAN KAMPEN
EXCHANGE FUND
- ------------------------------------------------------------------------------
The Restated Certificate and Agreement of Limited Partnership ("Agreement")
calls for an amendment of the Agreement in order to change the name of the Fund.
The Agreement confers upon the Partners the right to vote their Shares of the
Fund with respect to such an amendment.
It was the recommendation of Van Kampen Investments Inc. to consolidate under
the brand name of Van Kampen Funds. The purpose of the amendment to the
Agreement is to change the name of the Fund in order to coordinate and simplify
its operations under the Van Kampen brand name. Such amendment is subject to
ratification by the Partners of the Fund. Unless a contrary specification is
made, the accompanying proxy will be voted in favor of ratifying such amendment
to the Agreement.
PARTNER APPROVAL
Approval of the amendment to the Agreement changing the name of the Fund to
Van Kampen Exchange Fund shall require the vote of the lesser of (i) a majority
of the outstanding Shares, or (ii) 67% or more of the Shares represented in
person or by proxy at a meeting at which a quorum is present. THE MANAGING
GENERAL PARTNERS RECOMMEND A VOTE "FOR" RATIFICATION OF THIS PROPOSAL.
- ------------------------------------------------------------------------------
EXPENSES
- ------------------------------------------------------------------------------
The Fund will bear 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 the Fund, the Adviser, its affiliates or First Data Investors
Services Group, a solicitation firm located in Boston, Massachusetts that has
been engaged to assist in proxy solicitation at an estimated cost of
approximately $2,500.
- ------------------------------------------------------------------------------
PARTNER PROPOSALS
- ------------------------------------------------------------------------------
To be considered for presentation at a Partners' meeting, rules promulgated by
the SEC require that, among other things, a shareholder's proposal must be
received at the offices of the 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 Partner who wishes to submit proposals for
consideration at a
13
<PAGE> 19
meeting of the Fund's Partners should send such proposal to the Fund at 2800
Post Oak Boulevard, Houston, Texas 77056.
- ------------------------------------------------------------------------------
GENERAL
- ------------------------------------------------------------------------------
Management of the 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 Partners of the Fund entitled to be present and vote at the Meeting
will be available at the offices of the Fund at 2800 Post Oak Boulevard,
Houston, Texas 77056 or Van Kampen Investments Inc. at 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181, for inspection by any Partner 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 the Fund may necessitate
adjournment and may subject the 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, Principal Legal
Officer and Secretary
November 9, 1998
14
<PAGE> 20
ANNEX A
1998 COMPENSATION TABLE
<TABLE>
<CAPTION>
FUND COMPLEX
------------------------------------------------------------------
ESTIMATED AGGREGATE ESTIMATED TOTAL
ESTIMATED AGGREGATE PENSION OR RETIREMENT AGGREGATE BENEFITS COMPENSATION
COMPENSATION FROM BENEFITS ACCRUED AS UPON FROM FUND
NAME(1) THE FUND(2) PART OF EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------------- --------------------- ------------------ ------------
<S> <C> <C> <C> <C>
David C. Arch......................... $1,967 $10,861 $85,000 $160,625
Rod Dammeyer.......................... 1,967 19,532 85,000 160,625
Howard J Kerr......................... 1,967 37,215 85,000 160,625
Steven Muller......................... 1,967 22,683 0 160,625
Theodore A. Myers..................... 1,967 66,530 85,000 160,625
Hugo F. Sonnenschein.................. 1,967 18,878 85,000 160,625
Wayne W. Whalen....................... 1,961 22,126 85,000 160,375
</TABLE>
- ---------------
(1) Messrs. McDonnell and Powell are each an affiliated person of the Adviser
and are not eligible for compensation from the Fund.
(2) The amounts shown in this column are the estimated aggregate compensation
from the Fund for each Managing General Partner for the current fiscal year
ending December 31, 1998.
(3) Funds in the Fund Complex other than the Fund have adopted retirement plans
for trustees who are not affiliated persons of the Adviser or Van Kampen.
The amounts shown in this column represent the sum of the estimated pension
or retirement benefit accruals expected to be accrued by such funds for
their respective fiscal years ended in 1998.
(4) Funds in the Fund Complex other than the Fund have adopted retirement plans
for trustees who are not affiliated persons of the Advisor or Van Kampen.
The amounts shown in this column represent the sum of the estimated annual
benefits payable per year by such funds for each year of the 10-year period
commencing in the year of such trustee's anticipated retirement.
(5) The "Fund Complex" currently consists of 42 investment companies (including
the Fund) advised by the Adviser or its affiliates that have the same
members on each investment company's Board of Trustees or Managing General
Partners. Amounts shown in this column are accumulated from the Estimated
Aggregate Compensation of the 42 operating investment companies in the Fund
Complex for the year ended December 31, 1998 before deferral under any
deferred compensation plan. Funds in the Fund complex other than the Fund
have adopted deferred compensation plans for trustees who are not affiliated
persons of the Adviser or Van Kampen. Amounts deferred are retained by the
respective fund and earn a rate of return determined by reference to the
return on the common shares of funds in the Fund Complex as selected by the
respective trustee. To the extent permitted by the 1940 Act, the respective
fund may invest in securities of the funds selected by the trustees in order
to match the deferred compensation obligation. The Adviser also serves as
investment adviser for other investment companies; however, with the
exception of Messrs. McDonnell, Whalen and Powell, the Managing General
Partners are not trustees of other investment companies. Combining the Fund
Complex with other investment companies advised by the Adviser or its
affiliates, Mr. Whalen is to receive Estimated Total Compensation of
$285,975 for the year ended December 31, 1998.
A-1
<PAGE> 21
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 EXCHANGE FUND, FOR THE ANNUAL MEETING OF
A CALIFORNIA LIMITED PARTNERSHIP PARTNERS TO BE HELD ON
PROXY SOLICITED BY THE MANAGING GENERAL PARTNERS DECEMBER 9, 1998
The undersigned, revoking previous proxies, hereby appoint(s) Ronald A.
Nyberg, Weston B. Wetherell and Nicholas Dalmaso or any one of them,
proxies, with full power of substitution, to vote all units of partnership
interest of the Fund which the undersigned is entitled to vote at the Annual
Meeting of Partners of the Fund to be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555,
on Wednesday December 9, 1998 at 3:30 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 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 ______________________, 1998
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 UNITS OF PARTNERSHIP INTEREST
ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN.
<PAGE> 22
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 MANAGING GENERAL PARTNERS RECOMMEND A VOTE FOR THE FOLLOWING:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW, AS SHOWN, USING BLUE OR
BLACK INK OR DARK PENCIL. DO NOT USE RED INK. [ ]
<TABLE>
<S> <C> <C> <C>
FOR FOR ALL
1. To vote to elect nine managing general partners ALL WITHHOLD EXCEPT
to serve until their respective successors are
duly elected and qualified.
David C. Arch, Rod Dammeyer, [ ] [ ] [ ]
Howard J Kerr, Dennis J. McDonnell, Steven
Muller, Theodore A. Myers, Don G. Powell,
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.
- -----------------------------------------------------
FOR AGAINST ABSTAIN
2. To ratify the selection of KPMG Peat Marwick LLP
as independent public accountants. [ ] [ ] [ ]
3. To approve the amendment to the restated
certificate and agreement of limited
partnership changing the name of the Fund
to Van Kampen Exchange FOR AGAINST ABSTAIN
Fund. [ ] [ ] [ ]
</TABLE>
