<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 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
- May 1999 -
IMPORTANT NOTICE
TO VAN KAMPEN
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 and 2) ratify
the selection of KPMG LLP as the independent public accountants for your 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 Please call Van Kampen Investor Services at 1-800-341-2929 between 7:30
a.m. and 5:00 p.m. Central time, Monday through Friday.
<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"
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.
[ ] PLEASE MARK PROXY
VOTES AS
IN THIS
EXAMPLE
VAN KAMPEN EXCHANGE FUND
ANNUAL MEETING OF PARTNERS
[SAMPLE]
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
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 LLP For Against Abstain
as independent public accountants. [ ] [ ] [ ]
Please be sure to sign and date this Proxy. Date
Partner sign here Co-owner sign here
- --------------------------------------------------------------------------------
<PAGE> 4
VAN KAMPEN 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 JUNE 16, 1999
Notice is hereby given to the Partners of the Van Kampen 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, PO Box 5555, Oakbrook Terrace, Illinois 60181-5555, on
Wednesday, June 16, 1999 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 LLP as the independent public accountants
for the current fiscal year of the Fund; and
3. 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 April 30, 1999 are entitled to
notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Managing General Partners
A. Thomas Smith III, Vice President, Principal
Legal Officer and Secretary
May 17, 1999
<PAGE> 5
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT 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 LLP as the independent public
accountants for the current fiscal year of the Fund.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE> 6
PROXY STATEMENT
VAN KAMPEN EXCHANGE FUND
A CALIFORNIA LIMITED PARTNERSHIP
2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
TELEPHONE (800) 341-2929
ANNUAL MEETING OF PARTNERS
JUNE 16, 1999
This proxy statement is furnished in connection with the solicitation by the
Managing General Partners of Van Kampen 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, PO Box 5555, Oakbrook
Terrace, Illinois 60181-5555, on Wednesday, June 16, 1999, at 3:30 p.m. The
approximate mailing date of this proxy statement and accompanying form of proxy
is May 17, 1999.
The primary purpose of the Meeting is to permit the Fund's Partners to elect
nine Managing General Partners and to ratify the selection of KPMG LLP as the
independent public accountants for the Fund's current fiscal year.
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 April 30,
1999 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
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.
At the close of business on April 30, 1999, there were issued and outstanding
276,235 Shares of the Fund.
<PAGE> 7
As of April 30, 1999, 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 APRIL 30, 1999 OWNERSHIP
- ---------------- -------------- ----------
<S> <C> <C>
Comerica Bank Detroit & 45,045 16.31%
Edward Mardigian, Trustees
Helen Mardigian Trust
P.O. Box 75000
Detroit, MI 48275-0001
Richard F. McCarthy & 15,000 5.43%
Walter R. McCarthy, Trustees
Richard F. McCarthy Trust
540 Indian Mound St. E. 1-D
Wayzata, MN 55391-1745
George O. & Sidney M. Thorson 14,863 5.38%
A Partnership
P.O. Box 1847
Friday Harbor, WA 98250-1847
</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.
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 LLP as the independent public
accountants for the current fiscal year of the Fund ending December 31,
1999.
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
2
<PAGE> 8
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 and 2
of the Notice that will be presented for consideration at the Meeting. If any
other matters are properly presented, it is the intention of the persons named
on the enclosed proxy to vote proxies in accordance with their best judgment. In
the event a quorum is present at the Meeting but sufficient votes to approve any
of the proposals 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.
INVESTMENT ADVISER
Van Kampen Asset Management Inc. serves as investment adviser to the Fund
("Asset Management" or the "Adviser"). The principal address of the Adviser is 1
Parkview Plaza, PO Box 5555, Oakbrook Terrace, Illinois 60181-5555. 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 $75 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").
3
<PAGE> 9
- ------------------------------------------------------------------------------
PROPOSAL 1: ELECTION OF MANAGING GENERAL PARTNERS
- ------------------------------------------------------------------------------
NOMINATION OF INCUMBENT 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 an
incumbent 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.
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
January 1998 with the exception of Don G. Powell who has served as a Managing
General Partner of the Fund since December 1998.
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 products manufacturer, and a Director
Age: 53 of 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 Corporate Investments, a company that
Suite 600 makes private equity investments in other
Chicago, IL 60606 companies, and Vice Chairman and Director of
Age: 58 Anixter International Inc.(employed by
Anixter International since 1985). Founded
in 1957, Anixter International is a
world-leading communication products
distribution company, with more than 5,000
employees serving customers from 180 cities
in 40 countries. He is also a member of the
Board of Directors of TeleTech Holdings
Inc., Matria Healthcare, Inc., Stericycle,
Inc., Transmedia Network, Inc., Jacor
Communications, Inc., CNA Surety Corp.,
Inc., IMC Global Inc., Antec Corporation and
Groupo Azucarero Mexico (GAM). Prior to
April 1999, Mr. Dammeyer was a Director of
Metal Management, Inc. Prior to 1998, Mr.
Dammeyer was a Director of Lukens, Inc.,
Capsure Holdings Corp., Revco D.S., Inc.,
the 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, and a
Director of Santa Fe Energy Resources, Inc.,
Falcon Building Products, Inc., Lomas
Financial Corporation, Santa Fe Pacific
Corporation, Q-Tel, S.A. de C.V. and
Servicios Financieros Quadrum, S.A. Mr.
Dammeyer is also a Trustee of 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: 63 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. He is
Oakbrook Terrace, IL 60181 Executive Vice President and a Director of
Age: 56 Van Kampen. Mr. McDonnell is also President,
Chief Operating Officer and a Director of
Asset Management, Advisory Corp., Van Kampen
Advisors Inc. ("Advisors Inc.") and
Management Inc. Trustee of Global Decisions
(formerly MCM) and Director of MCM Asia
Pacific Company and MCM Europe. Prior to
July of 1998, Executive Vice President and
Director of VK/AC Holding, Inc. Prior to
April of 1998, President and a Director of
Van Kampen American Capital 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. and McCarthy, Crisanti & Maffei,
Inc. and Chairman of MCM Asia Pacific
Company 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 Chief
Executive Officer and President of certain
other open end investment companies advised
by Asset Management, Management Inc. and
Advisory Corp., and President and Chairman
of the Board of Trustees 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, and Director of
The Johns Hopkins University 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 a Trustee of the Common Sense
Age: 71 Trust and Chairman of The 21st Century
Foundation (public affairs). Prior to May
1997, he 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 financial consultant. Prior
550 Washington Avenue to 1998, he was a Senior Financial Advisor
Glencoe, IL 60022 (and, prior to 1997, an Executive Vice
Age: 68 President, Chief Financial Officer and
Director) of Qualitech Steel Corporation, a
producer of high quality engineered steels
for automotive, transportation and capital
goods industries. Mr. Myers is 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 currently a member of the
Van Kampen Investments Inc. Board of Governors and executive committee
2800 Post Oak Boulevard for the Investment Company Institute, and a
Houston, TX 77056 member of the Board of Trustees of the
Age: 59 Houston Museum of Natural Science. Prior to
January 1999, Chairman of the Investment
Company Institute and Chairman and a
Director of Van Kampen, Asset Management,
Advisory Corp., Management Inc., Van Kampen
Funds Inc., Van Kampen Investor Services
Inc., Advisors Inc., Van Kampen
Recordkeeping Services Inc., American
Capital Contractual Services Inc, Van Kampen
Merritt Equity Advisors Corp., Van Kampen
Insurance Agency of Illinois Inc., Van
Kampen System Inc., Van Kampen Trust
Company, Van Kampen Services Inc. and Van
Kampen Exchange Corp. Prior to July 1998,
Mr. Powell was Director and Chairman of
VK/AC Holding, Inc. Prior to April 1997, Mr.
Powell was Chairman, President and Director
of Van Kampen Merritt Equity Holdings Corp.
Prior to November 1996, President, Chief
Executive Officer and Director of VK/AC
Holding, Inc. Prior to September 1996, Mr.
Powell was Chairman and a Director of
McCarthy, Crisanti & Maffei, Inc. and
McCarthy, Crisanti & Maffei Acquisition
Corporation. Prior to July 1996, he was
Chairman and Director of VSM Inc. and VCJ
Inc. and Chairman, President and Director of
American Capital Shareholders Corporation.
Mr. Powell is a Trustee/Director of other
funds 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>
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: 58 investment committee. 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.
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 open
Age: 59 end and closed end investment companies
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.
Each of the nine nominees for Managing General Partner also currently serves
as a trustee for 42 investment companies (including the Fund, and collectively
referred to herein as 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.
Messrs. McDonnell and Powell own preferred shares of 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.
8
<PAGE> 14
EXECUTIVE OFFICERS OF THE FUND
The following information relates to the executive 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 Advisors Inc. Prior to
IL 60181 September 1996, Director of McCarthy,
Age: 42 Crisanti & Maffei Inc. Prior to July
1996, Director of VSM Inc. Vice
President of other investment companies
advised by Asset Management, Management
Inc. and Advisory Corp.
A. Thomas Smith III.... Vice President, Executive Vice President, General
1 Parkview Plaza Principal Legal Counsel, Secretary and Director of Van
Oakbrook Terrace, Officer and Kampen Advisors Inc., Asset Management,
IL 60181 Secretary Management Inc., Advisory Corp., Van
Age: 42 since 1999 Kampen, Investments, Van Kampen Funds
Inc., American Capital Contractual
Services, Inc., Van Kampen Exchange
Corp., Van Kampen Recordkeeping
Services Inc., Van Kampen Investor
Services, Inc., Van Kampen Insurance
Agency of Illinois Inc. and Van Kampen
System Inc. From January 1994 through
January 1999, counsel to New York Life
Insurance Company, serving as Vice
President and Associate General Counsel
since March of 1997. Assistant General
Counsel of The Dreyfus Corporation from
September 1991 to December 1993 and a
Senior Associate of Willkie Farr &
Gallagher from February 1989 to August
1991. From January 1986 to January
1989, Staff Attorney with the U.S.
Securities and Exchange Commission in
the Division of Investment Management's
Office of Chief Counsel. 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: 54 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 Van Kampen Insurance Agency of Illinois
60181 Inc. and Management Inc. Senior Vice
Age: 42 President and Chief Operating Officer
of Van Kampen Funds Inc. Vice President
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, Advisory Corp. and Van
Houston, TX 77056 Officer Kampen. Vice President and Chief
Age: 52 since 1976 Accounting Officer of other investment
companies advised by Asset Management,
Management Inc. and Advisory Corp.
John L. Sullivan....... Vice President, Senior Vice President of Asset
1 Parkview Plaza Treasurer and Management, Advisory Corp., Management
Oakbrook Terrace, Chief Financial Inc. and Van Kampen. Vice President,
IL 60181 Officer Treasurer and Chief Financial Officer
Age: 43 of other investment companies advised
by Asset Management, Management Inc.
and Advisory Corp.
Tanya M. Loden......... Financial Officer Vice President of Asset Management,
2800 Post Oak Blvd. since 1991 Advisory Corp., Management Inc. and Van
Houston, TX 77056 Kampen, Controller of other investment
Age: 39 companies advised by Asset Management,
Management Inc. and Advisory Corp.
</TABLE>
REMUNERATION AND SHARE OWNERSHIP OF 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 funds in
10
<PAGE> 16
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 then allocated among the funds in the Fund
Complex based on the relative net assets of such funds, and a meeting fee of
$250 per meeting per fund, plus reimbursement of expenses incurred in connection
with such meeting. Each fund in the Fund Complex other than the Fund offers a
retirement plan to trustees who are not affiliated persons with the Adviser or
Van Kampen. Under the retirement plan of each fund, each eligible trustee who
has 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
62, is 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. Each fund in
the Fund Complex other than the Fund offers deferred compensation arrangements
to trustees who are not affiliated persons with the Adviser or Van Kampen. Under
the deferred compensation plan of each fund, each eligible trustee 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 and benefits for Managing General
Partners is set forth below. As indicated in the notes accompanying the table,
the amounts relate to the Fund's most recent fiscal year ended December 31, 1998
or the Fund Complex's most recently completed calendar year ended December 31,
1998.
1998 COMPENSATION TABLE
<TABLE>
<CAPTION>
FUND COMPLEX
---------------------------------------------------------
YEAR FIRST ESTIMATED AGGREGATE ESTIMATED TOTAL
APPOINTED OR AGGREGATE PENSION OR RETIREMENT AGGREGATE BENEFITS COMPENSATION
ELECTED TO COMPENSATION FROM BENEFITS ACCRUED AS UPON FROM FUND
NAME(1) THE BOARD THE FUND(2) PART OF EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------ ----------------- --------------------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
David C. Arch.......... 1998 $2,190 $10,861 $97,500 $160,875
Rod Dammeyer........... 1998 2,190 19,532 97,500 161,125
Howard J Kerr.......... 1998 2,190 37,215 96,250 161,125
Steven Muller.......... 1998 2,190 22,683 7,500 161,125
Theodore A. Myers...... 1998 2,190 66,530 81,750 161,125
Hugo F. Sonnenschein... 1998 2,190 18,878 97,500 161,125
Wayne W. Whalen........ 1998 2,190 22,126 97,500 160,625
</TABLE>
- ---------------
(1) Each of Messrs. McDonnell and Powell is an affiliated person of the Adviser
and are not eligible for compensation from the Fund.
(2) The amounts shown in this column are the aggregate compensation from the
Fund to each Managing General Partner for the Fund's fiscal year ended
December 31, 1998.
11
<PAGE> 17
(3) The 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) The 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 Board of Managing
General Partners. The amounts shown in this column are accumulated from the
Aggregate Compensation of the 42 operating investment companies in the Fund
Complex for the calendar 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
or its affiliates 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 received Total
Compensation of $285,825 for the year ended December 31, 1998.
As of April 30, 1999, the officers and nominees for Managing General Partner
own less than 1% of the outstanding Shares of the Fund.
MEETINGS AND COMMITTEES
The Managing General Partners met seven times during the fund's fiscal year
ended December 31, 1998. 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.
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 two meetings during the fiscal year ended
December 31, 1998.
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,
12
<PAGE> 18
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 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 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.
- ------------------------------------------------------------------------------
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 Partner's proposal must be received
at the offices of the Fund a reasonable time before a solicitation is made.
Partner proposals intended to be presented at the year 2000 Annual Meeting of
Partners for the Fund pursuant to Rule 14a-8 under the Exchange Act of 1934, as
amended (the
13
<PAGE> 19
"Exchange Act"), must be received by the Fund at the Fund's principal address by
February 17, 2000. In order for proposals made outside of Rule 14a-8 under the
Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c) under
the Exchange Act, such proposals must be received by the Fund at the Fund's
principal executive offices not later than March 17, 2000. 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 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, PO Box
5555, Oakbrook Terrace, Illinois 60181-5555, 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.
A. THOMAS SMITH III,
Vice President, Principal Legal
Officer and Secretary
May 17, 1999
14
<PAGE> 20
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 EXCHANGE FUND, FOR THE ANNUAL MEETING OF
A CALIFORNIA LIMITED PARTNERSHIP PARTNERS TO BE HELD ON
PROXY SOLICITED BY THE MANAGING GENERAL PARTNERS JUNE 16, 1999
The undersigned, revoking previous proxies, hereby appoint(s) Dennis J.
McDonnell and A. Thomas Smith III or any one of them, as 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, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555, on Wednesday June
16, 1999 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 ______________________, 1999
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> 21
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 LLP as independent
public accountants for the Fund's current fiscal
year. [ ] [ ] [ ]
</TABLE>
