<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 2000 -
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 seven nominees for Managing General Partners and 2) ratify the
selection of Deloitte & Touche 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 1-800-341-2829 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.
X PLEASE MARK VOTES AS IN THIS EXAMPLE
PROXY
VAN KAMPEN EXCHANGE FUND
ANNUAL MEETING OF PARTNERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
FOR
FOR ALL
ALL WITHHOLD EXCEPT
1. To vote to elect seven 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 nominee check "FOR ALL
EXCEPT" and write the nominee's name on the line below.
-----------------------------------------------------
FOR AGAINST ABSTAIN
2. To ratify the election of Deloitte & [ ] [ ] [ ]
Touche LLP as independent
public accountants.
Please be sure to sign and date this Proxy. Date
Partner sign here Co-owner sign here
SAMPLE
<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 21, 2000
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, Oakbrook Terrace, Illinois 60181-5555, on Wednesday, June 21,
2000 at 3:30 p.m. for the following purposes:
1. To elect seven 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 Deloitte & Touche LLP as the independent
public accountants for the Fund.
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 28, 2000 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 19, 2000
<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 ratification of the selection of Deloitte & Touche LLP as the
independent public accountants for 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 21, 2000
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, Oakbrook Terrace,
Illinois 60181-5555, on Wednesday, June 21, 2000, at 3:30 p.m. The approximate
mailing date of this proxy statement and accompanying form of proxy is May 23,
2000.
The primary purposes of the Meeting are to permit the Fund's Partners to elect
seven Managing General Partners and to ratify the selection of Deloitte & Touche
LLP as the Fund's independent public accountants.
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 28,
2000 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 28, 2000, there were issued and outstanding
263,790.728 Shares of the Fund.
<PAGE> 7
As of April 28, 2000, 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 28, 2000 OWNERSHIP
---------------- -------------- ----------
<S> <C> <C>
Comerica Bank Detroit & 45,045 17.076%
Edward Mardigian, Trustees
Helen Mardigian Trust
P.O. Box 75000
Detroit, MI 48275-0001
Richard F. McCarthy & 15,000 5.686%
Walter R. McCarthy, Trustees
Richard F. McCarthy Trust
540 Indian Mound St. E. 1-D
Wayzata, MN 55391-1745
George O. & Sidney M. Thorson 14,938 5.663%
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 "FOR" 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 Deloitte & Touche LLP as the
independent public accountants for the 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
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, 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 $100 billion under management or supervision, as of March 31, 2000. Van
Kampen's more than 50 open-end and 39 closed end funds (including the Fund) and
more than 2,700 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 MANAGING GENERAL PARTNERS
Seven 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. Richard F. Powers, III has been nominated to become a Managing
General Partner of the Fund in this proxy statement in connection with the
resignation of Don G. Powell from the Fund effective August 9, 1999.
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: 54 of World Presidents Organization -- Chicago
Chapter. Mr. Arch is also a Trustee of other
investment companies advised by Asset
Management 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: 59 Anixter International, Inc. a world-leading
communication products distribution company,
(employed by Anixter International since
1985). He is also a member of the Board of
Directors of Allied Riser Communications
Corp., TeleTech Holdings Inc., Matria
Healthcare, Inc., Stericycle, Inc.,
Transmedia Network, Inc., GATX Corporation,
CNA Surety Corp., IMC Global, Inc., Antec
Corporation and Grupo 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 and Advisory Corp.
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, and the
Lake Forest, IL 60045 Marrow Foundation. Prior to 1998, Mr. Kerr
Age: 64 was the President and Chief Executive
Officer of Pocklington Corporation, Inc., an
investment holding company. Mr. Kerr is a
Trustee of other investment companies
advised by Asset Management and Advisory
Corp.
</TABLE>
5
<PAGE> 11
<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: 69 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 and Advisory Corp.
Richard F. Powers, III*........... Mr. Powers is Chairman, Director, President
1 Parkview Plaza and Chief Executive Officer of Van Kampen
Oakbrook Terrace, IL 60181 and Chairman, Director and Chief Executive
Age: 54 Officer of the Asset Management, Advisory
Corp., Van Kampen Advisors Inc., Van Kampen
Management Inc. and Van Kampen Funds Inc.,
and serves as Director or Officer of certain
other subsidiaries of Van Kampen. Mr. Powers
is also Chairman of the Board, Trustee and
President of each of the funds in the Fund
Complex (defined below) and Trustee/Director
of other funds advised by Asset Management,
Advisory Corp. or their affiliates. Prior to
May 1998, Mr. Powers was Executive Vice
President and Director of Marketing of
Morgan Stanley Dean Witter & Co. and
Director of Dean Witter Discover & Co. and
Dean Witter Realty. Prior to 1996, he was
Director of Dean Witter Reynolds Inc.
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: 59 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 and Advisory
Corp.
</TABLE>
6
<PAGE> 12
<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 open
Age: 60 end and closed end investment companies
advised by Asset Management and Advisory
Corp. Mr. Whalen is a Trustee/Director of
other funds advised by Asset Management and
Advisory Corp.
</TABLE>
- ------------------------------------------------------------------------------
* Such Trustees are "interested persons" (within the meaning of Section 2(a)(19)
of the 1940 Act). Mr. Powers is an interested person of the Adviser and the
Fund by reason of his position 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 seven nominees for Managing General Partner also currently serves
as a trustee for 39 other investment companies (which together with the Fund are
collectively referred to herein as the "Fund Complex") that are advised by Asset
Management or Advisory Corp. In addition, Messrs. Powers and Whalen serve as
trustees/directors for other investment companies advised by Asset Management
and Advisory Corp. or their affiliates.
7
<PAGE> 13
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>
Stephen L. Boyd........ Executive Executive Vice President and Chief
2880 Post Oak Blvd. Vice President Investment Officer of Van Kampen, and
Houston, TX 77056 and Chief President and Chief Operating Officer
Age: 59 Investment of the Adviser and Advisory Corp.
Officer since Executive Vice President and Chief
2000 Investment Officer of each of the funds
in the Fund Complex and certain other
investment companies advised by the
Adviser, Advisory Corp. or their
affiliates. Prior to April 2000, Vice
President and Chief Investment Officer
of the Adviser and Advisory Corp. Prior
to October 1998, Vice President and
Senior Portfolio Manager with AIM
Capital Management, Inc. Prior to
February 1998, Senior Vice President
and Portfolio Manager of Van Kampen
American Capital Asset Management,
Inc., Van Kampen American Capital
Investment Advisory Corp. and Van
Kampen American Capital Management,
Inc.
Michael H. Santo....... Vice President Executive Vice President, Chief
1 Parkview Plaza since 2000 Administrative Officer and Director of
Oakbrook Terrace, Van Kampen, the Adviser, Advisory
IL 60187 Corp., Van Kampen Advisors Inc., Van
Kampen Management Inc., Van Kampen
Funds Inc. and Van Kampen Investor
Services Inc., and serves as a Director
or Officer of certain other
subsidiaries of Van Kampen. Vice
President of each of the funds in the
Fund Complex and certain other
investment companies advised by the
Adviser, Advisory Corp. and their
affiliates. Prior to 1998, Senior Vice
President and Senior Planning Officer
for Individual Asset Management of
Morgan Stanley Dean Witter and its
predecessor since 1994. From 1990-1994,
First Vice President and Assistant
Controller in Dean Witter's
Controller's Department.
</TABLE>
8
<PAGE> 14
<TABLE>
<CAPTION>
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
--------------------- ----------------- ---------------------
<S> <C> <C>
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, the Adviser, Advisory Corp.,
IL 60181 Secretary Van Kampen Advisors Inc., Van Kampen
Age: 42 since 1999 Management Inc., 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. Vice
President and Secretary of each of the
other funds in the Fund Complex and
certain other investment companies
advised by Asset Management, Advisory
Corp. or their affiliates. Prior to
January 1999, Vice President and
Associate General Counsel to New York
Life Insurance Company ("New York
Life"), and prior to March 1987,
Associate General Counsel of New York
Life. Prior to December 1993, Assistant
General Counsel of The Dreyfus
Corporation. Prior to August 1991, a
Senior Associate, Willkie Farr &
Gallagher. Prior to January 1989, Staff
Attorney with the U.S. Securities and
Exchange Commission, Division of
Investment Management's Office of Chief
Counsel.
Edward C. Wood III..... Vice President Senior Vice President of Van Kampen,
1 Parkview Plaza since 1996 the Adviser, Advisory Corp., Van Kampen
Oakbrook Terrace, IL Insurance Agency of Illinois Inc. and
60181 Van Kampen Management Inc. Senior Vice
Age: 42 President and Chief Operating Officer
of Van Kampen Funds Inc. Vice President
of each of the other funds of the Fund
Complex.
John L. Sullivan....... Vice President, Senior Vice President of Van Kampen,
1 Parkview Plaza Treasurer and the Adviser, Advisory Corp., and Van
Oakbrook Terrace, Chief Financial Kampen Management Inc. Vice President,
IL 60181 Officer since Treasurer and Chief Financial Officer
Age: 43 1996 of each of their other funds in the
Fund Complex and certain other
investment companies advised by Asset
Management, Advisory Corp. or their
affiliates.
</TABLE>
9
<PAGE> 15
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 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, 1999
or the Fund Complex's most recently completed calendar year ended December 31,
1999.
1999 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 $1,708 $14,441 $97,500 $153,250
Rod Dammeyer........... 1998 1,708 24,988 97,500 153,250
Howard J Kerr.......... 1998 1,708 45,978 96,250 153,250
Theodore A. Myers...... 1998 1,708 79,221 81,750 153,250
Hugo F. Sonnenschein... 1998 1,708 24,553 97,500 153,250
Wayne W. Whalen........ 1998 1,708 27,763 97,500 153,250
</TABLE>
10
<PAGE> 16
- ---------------
(1) Mr. Powers is an affiliated person of the Adviser and is 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, 1999.
(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 1999.
(4) 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
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 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, 1999 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. Whalen and Powers, 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 $279,250 for the year
ended December 31, 1999.
As of April 28, 2000, 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, 1999. 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 and Sonnenschein. The
Committee held two meetings during the fiscal year ended December 31, 1999.
11
<PAGE> 17
PARTNER APPROVAL
In the election of Managing General Partners, those persons receiving the
highest number of votes "FOR" 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 Deloitte & Touche LLP as the
independent public accountants to examine the financial statements for the
current fiscal year of the Fund. The selection of Deloitte & Touche LLP was
recommended and approved by the Fund's audit committee after review of
competitive proposals made by several major public accounting firms. The Fund
knows of no direct or indirect financial interest of such firm in the Fund. The
Board's appointment of Deloitte & Touche LLP effective as of May 8, 2000 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 Deloitte &
Touche LLP are expected to be present at the Meeting, will be available to
respond to questions from Partners and will have the opportunity to make a
statement if they so desire.
KPMG LLP previously served as the independent public accountants for the
Fund's last fiscal year end preceding this proxy statement; the auditor-client
relationship ceased as of April 14, 2000. KPMG LLP's reports on the financial
statements of the Fund during the Fund's last two fiscal years did not contain
an adverse opinion or disclaimer of opinion, nor was such report qualified or
modified as to uncertainty, audit scope or accounting principles. During the
last two fiscal years and any subsequent interim period, there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of KPMG LLP, would have cause
them to make reference to the subject matter of the disagreement in connection
with its report.
12
<PAGE> 18
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 PFPC Inc., 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 2001 Annual Meeting of
Partners for the Fund pursuant to Rule 14a-8 under the Exchange Act of 1934, as
amended (the "Exchange Act"), must be received by the Fund at the Fund's
principal address by January 16, 2001. 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 April 2, 2001.
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,
Oakbrook Terrace,
13
<PAGE> 19
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
14
<PAGE> 20
VAN KAMPEN FUNDS LOGO
EXCH 00
<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 EXCHANGE FUND, FOR THE ANNUAL MEETING OF
A CALIFORNIA LIMITED PARTNERSHIP PARTNERS TO BE HELD ON
PROXY SOLICITED BY THE MANAGING GENERAL PARTNERS JUNE 21, 2000
The undersigned, revoking previous proxies, hereby appoint(s) Stephen L. Boyd
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,
Oakbrook Terrace, Illinois 60181-5555, on Wednesday June 21, 2000 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 ______________________, 2000
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 seven 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, Theodore A. Myers, Richard
F. Powers, III, 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 Deloitte & Touche LLP
as independent public accountants for the Fund's
current fiscal year. [ ] [ ] [ ]
</TABLE>
