<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commis-
sion Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
VAN KAMPEN LIFE INVESTMENT TRUST (811-04424)
(Name of Registrant as Specified in Its Declaration of Trust)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
<PAGE> 2
- July 1999 -
IMPORTANT NOTICE
- --------------------------------------------------------------------------------
TO VAN KAMPEN
LIFE INVESTMENT TRUST -
EMERGING GROWTH PORTFOLIO SHAREHOLDERS
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 The primary purpose of this proxy statement is to seek shareholder
approval to replace the Fund's fundamental investment policies regarding
investment in small- and medium-sized companies with a non-fundamental policy.
Shareholders also are asked to ratify the selection of the Fund's independent
accountants. Please refer to the proxy statement for a detailed explanation of
the proposed items.
Q HOW WILL THIS AFFECT MY ACCOUNT?
A You can expect the same level of high-quality management expertise and
shareholder service you've grown accustomed to. The changes to the fundamental
investment policies are intended to increase the flexibility of the Fund's
investment adviser in managing your Fund.
Q WILL MY VOTE MAKE A DIFFERENCE?
A Your vote is needed to ensure that the proposals can be acted upon. Your
immediate response will help save on the costs of any further solicitations for
a shareholder vote. We encourage all shareholders to participate in the
governance of the Fund.
Q HOW DO THE TRUSTEES OF MY FUND SUGGEST THAT I VOTE?
A After careful consideration, the trustees of your Fund recommend that you
vote "FOR" each of the items proposed.
Q WHO IS PAYING FOR EXPENSES RELATED TO THE SHAREHOLDERS MEETING?
A The Fund and the Fund's investment adviser (or its affiliates) will
share the costs relating to the shareholder meeting.
<PAGE> 3
Q HOW CAN I VOTE?
A You can vote in one of four ways:
- Internet
- Telephone
- Mail
- In person at the meeting.
Instructions for casting your vote via the Internet or telephone are found in
the enclosed proxy voting material. The required control number for either of
these methods is printed on the proxy card. If you choose to cast your vote via
the Internet or telephone, there is no need to mail the card.
Whichever method you choose, please take the time to read the entire proxy
statement before you vote.
Q WHOM DO I CALL IF I HAVE QUESTIONS?
A We will be happy to answer your questions about the proxy solicitation.
Please call us at 1-800-341-2911 (TDD users call 1-800-421-2833) between 7:00
a.m. and 7:00 p.m. Central time, Monday through Friday.
Q WHERE DO I MAIL MY PROXY CARD?
A You may use the enclosed postage-paid envelope or mail your proxy card(s)
to:
Proxy Tabulator P.O. Box 9139
Hingham, MA 02043-9139
<PAGE> 4
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.
APPROVAL OF REPLACING THE FUND'S FUNDAMENTAL INVESTING POLICIES REGARDING
INVESTMENT IN SMALL- AND MEDIUM-SIZED COMPANIES WITH A NON-FUNDAMENTAL
INVESTMENT POLICY mark "For," "Against" or "Abstain"
RATIFICATION OF INDEPENDENT ACCOUNTANTS - mark "For," "Against" or "Abstain"
Please 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 VAN KAMPEN LIFE INVESTMENT TRUST-- PROXY
VOTES AS IN EMERGING GROWTH PORTFOLIO
THIS EXAMPLE SPECIAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
SAMPLE
<TABLE>
<S><C>
For Against Abstain For Against Abstain
1. The proposal to approve [ ] [ ] [ ] 2. The proposal to ratify [ ] [ ] [ ]
replacing the Fund's fundamental the selection of
investment policies regarding PricewaterhouseCoopers LLP
investment in small- and medium- as the Fund's independent
sized companies with a accountants.
non-fundamental investment policy.
Please be sure to sign and date this Proxy. Date 3. To transact such other
business as may properly
come before the Meeting.
</TABLE>
Shareholder sign here Co-owner sign here
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
<PAGE> 5
VAN KAMPEN LIFE INVESTMENT TRUST
EMERGING GROWTH PORTFOLIO
1 PARKVIEW PLAZA, P.O. BOX 5555
OAKBROOK TERRACE, ILLINOIS 60181-5555
TELEPHONE (800) 341-2911
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER , 1999
Notice is hereby given to the holders of shares of beneficial interest, par
value $0.01 per share (collectively, the "Shares"), of the Emerging Growth
Portfolio of Van Kampen Life Investment Trust (the "Fund") that a Special
Meeting of the Shareholders of the Fund (the "Meeting") will be held at the
offices of Van Kampen Investments Inc., 1 Parkview Plaza, P.O. Box 5555,
Oakbrook Terrace, Illinois 60181-5555, on September , 1999, at 4:00 p.m., for
the following purposes:
1. To approve replacing the Fund's fundamental investment policies regarding
investments in small- and medium-sized companies with a non-fundamental
investment policy.
2. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants.
3. To transact such other business as may properly come before the Meeting.
Holders of record of the Shares of the Fund at the close of business on July
, 1999 are entitled to notice of, and to vote at, the Meeting and any
adjournment thereof.
A. THOMAS SMITH III
Vice President and Secretary
July , 1999
<PAGE> 6
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
AND THE MOST RECENT SEMIANNUAL REPORT SUCCEEDING THE ANNUAL REPORT (WHEN
AVAILABLE) TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO
VAN KAMPEN LIFE INVESTMENT TRUST -- EMERGING GROWTH PORTFOLIO BY CALLING (800)
341-2911 OR BY WRITING TO THE FUND AT 1 PARKVIEW PLAZA, P.O. BOX 5555, OAKBROOK
TERRACE, ILLINOIS 60181-5555.
SHAREHOLDERS OF THE FUND ARE INVITED TO ATTEND THE MEETING AND VOTE IN PERSON.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE VOTE IN ONE OF THE FOLLOWING
WAYS:
(I) INTERNET -- INSTRUCTIONS FOR CASTING YOUR VOTE VIA THE INTERNET CAN BE
FOUND IN THE ENCLOSED PROXY VOTING MATERIALS. THE REQUIRED CONTROL
NUMBER IS PRINTED ON YOUR ENCLOSED PROXY CARD. IF THIS FEATURE IS
USED, THERE IS NO NEED TO MAIL THE PROXY CARD.
(II) TELEPHONE -- INSTRUCTIONS FOR CASTING YOUR VOTE VIA TELEPHONE CAN BE
FOUND IN THE ENCLOSED PROXY VOTING MATERIALS. THE TOLL-FREE 800 NUMBER
AND REQUIRED CONTROL NUMBER ARE PRINTED ON YOUR ENCLOSED PROXY CARD.
IF THIS FEATURE IS USED, THERE IS NO NEED TO MAIL THE PROXY CARD.
(III) BY MAIL -- IF YOU VOTE BY MAIL, PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN THE 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 VOTE PROMPTLY.
The Board of Trustees of the Fund recommends that you cast your vote:
- FOR approval of replacing the Fund's fundamental investment policies
regarding investment in small- and medium-sized companies with a
non-fundamental investment policy.
- FOR ratification of PricewaterhouseCoopers LLP as the Fund's independent
accountants.
YOUR VOTE IS IMPORTANT.
PLEASE VOTE YOUR SHARES PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE> 7
VAN KAMPEN LIFE INVESTMENT TRUST
EMERGING GROWTH PORTFOLIO
1 PARKVIEW PLAZA, P.O. BOX 5555
OAKBROOK TERRACE, ILLINOIS 60181-5555
TELEPHONE (800) 341-2911
PROXY STATEMENT FOR THE
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER , 1999
This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Trustees" or "Board of Trustees") of the Emerging Growth
Portfolio of Van Kampen Life Investment Trust (the "Fund" or the "Portfolio") of
proxies to be voted at a Special Meeting of Shareholders of the Fund, and all
adjournments thereof (the "Meeting"), to be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois
60181-5555, on September , 1999, at 4:00 p.m. The approximate mailing date of
this Proxy Statement and accompanying form of proxy is July , 1999.
Participating in the Meeting are the holders of record of shares of beneficial
interest, par value $0.01 per share (collectively, the "Shares"), of the Fund as
of the close of business on July , 1999 (the "Record Date"). The number of
issued and outstanding Shares of the Fund as of the Record Date was .
Shareholders of the Fund on the Record Date are entitled to one vote per Share
with respect to each proposal submitted to the shareholders of the Fund, 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 SEMIANNUAL REPORT SUCCEEDING THE ANNUAL REPORT (WHEN
AVAILABLE) TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO
THE FUND BY CALLING (800) 341-2911 OR BY WRITING TO THE FUND AT 1 PARKVIEW
PLAZA, P.O. BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555.
SUMMARY OF THE SHAREHOLDER PROPOSALS
The primary purpose of the Meeting is to seek shareholders approval to replace
the Fund's fundamental investment policies regarding investment in small- and
medium-sized companies with a non-fundamental policy. Shareholders also are
asked to ratify the selection of the Fund's independent accountants.
<PAGE> 8
The Board of Trustees of the Fund recommends that you cast your vote:
- FOR approval of replacing the Fund's fundamental investment policy regarding
investment in small- and medium-sized companies with a non-fundamental
investment policy.
- FOR ratification of PricewaterhouseCoopers LLP as the Fund's independent
accountants.
SUMMARY OF VOTING AND MEETING REQUIREMENTS
The voting requirement for passage of a particular proposal depends on the
nature of the particular proposal. With respect to Proposal 1, the voting
requirement is the "vote of a majority of the outstanding voting securities" of
the Fund, which is defined under the Investment Company Act of 1940, as amended
(the "1940 Act"), as the lesser of: (i) 67% or more of the voting securities of
the Fund present in person or by proxy at the Meeting, if the holders of more
than 50% of the outstanding voting securities of the Fund are present in person
or by proxy at the Meeting or (ii) more than 50% of the outstanding voting
securities of the Fund. With respect to Proposal 2, the affirmative vote of a
majority of the Shares of the Fund present in person or by proxy at the Meeting
and entitled to vote is required to ratify the selection of the Fund's
independent accountants.
All Shares of the Fund will vote together as a single class on each proposal.
An unfavorable vote on one proposal by the shareholders of the Fund will not
affect the Fund's implementation of the other proposal if that proposal receives
a favorable vote.
Shareholders may vote in any one of four ways: (i) via the internet, (ii) by
telephone, (iii) by mail, by returning the enclosed ballot, or (iv) in person at
the meeting. Instructions for internet and telephone voting are included with
the enclosed proxy voting material. The required control number for internet and
telephone voting is printed on the enclosed proxy card. Shareholders who execute
proxies by methods (i), (ii) or (iii) may revoke them at any time prior to the
meeting by filing with the Fund a written notice of revocation, by executing
another proxy bearing a later date or by attending the Meeting and voting in
person.
Van Kampen Investments (defined below) and the Fund employ procedures for
internet and telephone voting that they consider to be reasonable to confirm
that the instructions received are genuine. If reasonable procedures are
employed, neither Van Kampen Investments nor the Fund will be liable for
following internet or telephone instructions it believes to be genuine.
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" each
proposal as to
2
<PAGE> 9
which it is entitled to vote. Abstentions do not constitute votes "For" a
proposal and will have the same effect as votes "Against" a proposal. Broker
non-votes (i.e., where a nominee, such as a broker, 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 proposals
does not receive instructions from beneficial owners or does not exercise
discretionary authority) do not constitute votes "For" or "Against" a proposal
and are disregarded in determining the votes cast when the voting requirement
for a proposal is based on achieving a percentage of the voting securities
present in person or by proxy at the Meeting. Broker non-votes do not constitute
votes "For" and will have the same effect as votes "Against" when the voting
requirement for a proposal is based on achieving a percentage of the outstanding
voting securities. A majority of the outstanding Shares entitled to vote must be
present in person or by proxy to have a quorum to conduct business at the
Meeting. Abstentions and broker non-votes will be deemed present for quorum
purposes.
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
either of the proposals is 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 shareholders based on a
consideration of all relevant factors, including the nature of the relevant
proposal, the percentage of 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.
- ------------------------------------------------------------------------------
PROPOSAL 1: APPROVAL OF REPLACING THE FUND'S FUNDAMENTAL INVESTMENT POLICIES
REGARDING INVESTMENT IN SMALL- AND MEDIUM-SIZED COMPANIES WITH A
NON-FUNDAMENTAL INVESTMENT POLICY
- ------------------------------------------------------------------------------
The Fund currently has certain fundamental investment policies which may be
amended only with shareholder approval. At meetings of the Board of Trustees on
May 26, 1999 and June 23, 1999, Asset Management recommended to the Board of
Trustees that the Fund replace its fundamental investment policies relating to,
among other things, investment in small- and medium-sized companies with a non-
fundamental investment policy. A non-fundamental investment policy may be
changed by the Fund's Board of Trustees without shareholder approval and
3
<PAGE> 10
therefore provides the Fund with more flexibility to respond efficiently to
changing market, legal, regulatory or industry conditions. Asset Management
believes the current fundamental investment policies regarding investment in
small- and medium-sized companies are not in the best interests of the Fund or
its shareholders.
The Fund currently has a fundamental investment objective and a fundamental
investment policy which provide, among other things, that the Fund will invest
at least 65% of its total assets in small- and medium-sized companies. The
prospectus currently states:
The investment objective of the Emerging Growth Portfolio is to seek
capital appreciation by investing in a portfolio of securities
consisting principally of common stocks of small- and medium-sized
companies considered by the Portfolio's investment adviser to be
emerging growth companies. . . . As a fundamental investment policy,
the Portfolio under normal conditions invests at least 65% of its total
assets in common stocks of small- and medium-sized companies both
domestic and foreign, in the early stages of their life cycles that the
investment adviser believes have the potential to become major
enterprises.
Asset Management has recommended replacing the fundamental investment
objective to simply state that the Fund seeks capital appreciation and replacing
the fundamental investment policies regarding small- and medium-sized companies
with a non-fundamental investment policy that states:
The investment objective of the Emerging Growth Portfolio is to seek
capital appreciation. . . . Under normal market conditions, the
Portfolio's investment adviser seeks to achieve the Portfolio's
investment objective by investing at least 65% of the Portfolio's total
assets in common stocks of emerging growth companies. Emerging growth
companies are those companies in the early stages of their life cycles
that the Portfolio's investment adviser believes have the potential to
become major enterprises.
Asset Management recommends the proposed change to provide the Fund with
greater flexibility in seeking to achieve the investment objective of capital
appreciation. Asset Management intends to continue to invest primarily in
companies in the early stages of their life cycles that are believed to have the
potential to become major enterprises. Asset Management has concluded that
recent market conditions make the policies of investing principally or at least
65% of total assets in small- and medium-sized companies, based on market
capitalization, unnecessarily restrictive on the Fund. Recent increases in the
valuations of companies in various industries, and in particular in the
technology sector, have placed many companies that are in the early stages of
development, and which Asset Management believes have attractive growth
potential, outside of the capitalization limits placed on the Fund's investments
by the current fundamental investment policies.
4
<PAGE> 11
Asset Management stated to the Board that, in selecting companies for
investment by the Fund, it employs a disciplined investment approach which
primarily focuses on rising earnings expectations and rising valuations of
companies and other factors believed by Asset Management to be indicative of the
growth potential of such companies, and that it does not emphasize the market
capitalization of such companies in its stock selection process for the Fund. It
is the intention of Asset Management, in recommending the proposed changes, to
provide the Fund with greater flexibility in changing markets to maintain its
disciplined investment approach and allow the Fund to continue to invest in
companies that Asset Management believes are emerging growth companies without
being limited by the market capitalization of such companies. Asset Management
believes that under current market conditions, companies meeting the Fund's
investment criteria cross all capitalization ranges even though historically the
population of companies meeting the Fund's investment criteria may have been
predominantly in the small-or medium-capitalization range. If this proposal is
approved by shareholders, the average capitalization of the Fund's investments
will vary reflecting the companies meeting Asset Management's investment
criteria and investments will not be precluded because of a company's market
capitalization.
Asset Management also discussed other potential impacts on the Fund of the
proposal such as potentially changing the Fund's market position relative to
other Van Kampen funds and the industry. Asset Management also reviewed
similarly situated funds in the industry faced with portfolio capitalization
constraints. Asset Management believes the fundamental investment policies
limitation is not in the best interests of the Fund or its shareholders as
market capitalization is not a controlling indicator of emerging growth
companies.
SHAREHOLDER APPROVAL
To become effective, the proposed changes to the Fund's fundamental investment
policies must be approved by a vote of a majority of the Fund's outstanding
voting securities. The vote of a majority of the outstanding voting securities
means the lesser of the vote of (i) 67% or more of the Shares of the Fund
present in person or by proxy at the Meeting, if the holders of more than 50% of
the outstanding Shares of the Fund are present in person or by proxy at the
Meeting or (ii) more than 50% of the outstanding Shares of the Fund. The
proposed deletions and adoption of a non-fundamental investment policy as
described above was approved by the Board of Trustees of the Fund after
consideration of all the factors they determined to be relevant to their
deliberations, including those discussed above. The Board of Trustees also
determined to submit the proposed deletions of the Fund's fundamental investment
policies for consideration by the Fund's shareholders. THE BOARD OF TRUSTEES OF
THE FUND RECOMMENDS A VOTE "FOR" APPROVAL OF REPLACING OF THE FUND'S INVESTMENT
POLICIES
5
<PAGE> 12
REGARDING INVESTMENT IN SMALL- AND MEDIUM-SIZED COMPANIES WITH A NON-FUNDAMENTAL
INVESTMENT POLICY.
- ------------------------------------------------------------------------------
PROPOSAL 2: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE FUND'S INDEPENDENT
ACCOUNTANTS
- ------------------------------------------------------------------------------
The Board of Trustees of the Fund, including a majority of the Trustees who
are not "interested persons" of the Fund (as defined by the 1940 Act), has
selected the firm of PricewaterhouseCoopers LLP, independent public accountants,
to serve as the Fund's independent accountants and to examine the Fund's
financial statements. The Fund knows of no direct or indirect financial interest
of such firm in the Fund. The appointment is subject to ratification or
rejection by the shareholders of the Fund.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Meeting and will be available to respond to questions from shareholders and
will have the opportunity to make a statement if they so desire.
SHAREHOLDER APPROVAL
The shareholders of the Fund, voting as a single class, are entitled to vote
on this proposal. An affirmative vote of a majority of the Shares of the Fund
present in person or by proxy at the Meeting and voting is required to ratify
the selection of the independent public accountants for such Fund. THE BOARD OF
TRUSTEES OF THE FUND RECOMMENDS A VOTE "FOR" RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP AS THE FUND'S INDEPENDENT ACCOUNTANTS.
- ------------------------------------------------------------------------------
OTHER INFORMATION
- ------------------------------------------------------------------------------
The Fund is advised by Van Kampen Asset Management Inc. ("Asset Management").
The Fund is one of more than 50 open-end investment companies advised by Asset
Management on its affiliate, Van Kampen Investment Advisory Corp. ("Advisory
Corp."), and distributed by Van Kampen Funds Inc. (the "Distributor"). The
Fund's transfer agent is Van Kampen Investor Services Inc. ("Investor
Services"). Asset Management, Advisory Corp., the Distributor and Investor
Services are wholly owned subsidiaries of Van Kampen Investments Inc. ("Van
Kampen Investments"). Van Kampen Investments is an indirect wholly owned
subsidiary of Morgan Stanley Dean Witter & Co. ("Morgan Stanley Dean Witter").
The principal business address of Van Kampen Investments, Asset Management,
Advisory Corp. and the Distributor is located at 1 Parkview Plaza, P.O. Box
5555, Oakbrook Terrace, Illinois 60181-5555. The principal business address of
Investor Services is located at P.O. Box 418256, Kansas City, Missouri
6
<PAGE> 13
64141-9256. The principal business address of Morgan Stanley Dean Witter is
located at Two World Trade Center, New York, New York 10048.
The Fund and Asset Management (or its affiliates) will share the costs of
preparing, printing and mailing the enclosed form of proxy, the accompanying
Notice and this Proxy Statement and the Meeting. The costs shall be allocated
between the Fund and Asset Management based upon . In order to
obtain the necessary quorum at the Meeting, additional solicitation may be made
by mail, telephone, telegraph, facsimile or personal interview by
representatives of the Fund or Asset Management (or its affiliates), or by
dealers or their representatives, or by First Data Investor Services Group
("First Data"), a solicitation firm located in Boston, Massachusetts that has
been engaged to assist in proxy solicitations. The estimated costs of First Data
for mailing, solicitation and tabulation of shareholder votes are approximately
$50,000.
- ------------------------------------------------------------------------------
SHAREHOLDER INFORMATION AND PROPOSALS
- ------------------------------------------------------------------------------
As of July , 1999, the "interested persons" of the Fund, as a group, owned
an aggregate of less than 5% of the outstanding shares of the Fund. As of July
, 1999, the trustees and officers as a group owned less than 1% of the
outstanding shares of the Fund. The persons who, to the knowledge of the Fund,
owned beneficially more than 5% of a class of a Fund's outstanding Shares as of
July , 1999 are set forth below:
As a general matter, the Fund does not hold regular annual meetings of
shareholders. Any shareholder who wishes to submit proposals for consideration
at a meeting of the Fund should send such proposal to the Fund at 1 Parkview
Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555. To be considered
for presentation at a shareholders' meeting, rules promulgated by the Securities
and Exchange Commission 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.
- ------------------------------------------------------------------------------
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 shareholders of the Fund entitled to be present and vote at the
Meeting will be available at the offices of the Fund, 1 Parkview Plaza, P.O. Box
5555,
7
<PAGE> 14
Oakbrook Terrace, Illinois 60181-5555, for inspection by any shareholder during
regular business hours for ten days prior to the date of the Meeting.
Failure of a quorum to be present at the Meeting 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 and Secretary
July , 1999
8
<PAGE> 15
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE PROXY
VAN KAMPEN LIFE INVESTMENT TRUST
EMERGING GROWTH PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Shares of the EMERGING GROWTH PORTFOLIO
of VAN KAMPEN LIFE INVESTMENT TRUST, a Delaware business trust
(the "Fund"), hereby appoints Dennis J. McDonnell and A. Thomas
Smith, III, and each of them, with full power of substitution and
revocation, as proxies to represent the undersigned at the
Meeting of Shareholders to be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, PO Box 5555, Oakbrook
Terrace, Illinois 60181-5555, on September , 1999 at 4:00 p.m.,
and any and all adjournments thereof (the "Meeting"), and thereat
to vote all Shares which the undersigned would be entitled to
vote, with all powers the undersigned would possess if personally
present, in accordance with the following instructions.
Account No. No. of Shares Proxy No.
<TABLE>
<S> <C> <C> <C> <C>
1. The proposal to approve replacing the Fund's fundamental FOR AGAINST ABSTAIN
investment policies regarding investment in small- and [ ] [ ] [ ]
medium-sized companies with a non-fundamental investment
policy.
2. The proposal to ratify the selection of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP as the Fund's independent [ ] [ ] [ ]
accountants.
3. To transact such other business as may properly come before
the Meeting.
</TABLE>
<PAGE> 16
If more than one of the proxies, or their substitutes, are
present at the Meeting or any adjournment thereof, they jointly
(or, if only one is present and voting then that one) shall have
authority and may exercise all powers granted hereby. This Proxy,
when properly executed, will be voted in accordance with the
instructions marked hereon by the undersigned. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH OF THE
PROPOSALS DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF MEETING AND PROXY STATEMENT FOR THE MEETING TO BE HELD
ON SEPTEMBER , 1999.
Date , 1999
----------------------------
Shareholder signature
----------------------------
Co-owner signature (if
applicable)
Please sign this Proxy
exactly as your name or
names appear on the books of
the Fund. When signing as
attorney, trustee, executor,
administrator, custodian,
guardian or corporate
officer, please give full
title. If shares are held
jointly, each holder should
sign.
<PAGE> 17
TWO CONVENIENT NEW WAYS TO VOTE YOUR PROXY
It's fast and it's simple. Just follow the instructions below. Please
do not mail your proxy card if you are voting by internet or
telephone.
<TABLE>
<CAPTION>
TO VOTE BY INTERNET: TO VOTE BY TELEPHONE:
-------------------- ---------------------
<C> <S> <C> <C>
1. Read the Proxy Statement carefully. 1. Read the Proxy Statement carefully.
2. Go to website www. .com 2. Call toll-free 1-800-
3. Enter [the control number found on your 3. Enter [the control number found on your
proxy card]. proxy card].
4. Follow the simple voting instructions. 4. Follow the simple recorded voting
instructions.
</TABLE>
YOUR PROXY VOTE IS IMPORTANT!
