<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 TRUST (811-04629)
(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
OCTOBER 1999
Important Notice
-----------------------------------------
TO VAN KAMPEN SHORT-TERM GLOBAL
INCOME FUND 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
of a plan of liquidation and dissolution for your Fund. You are also being
asked to vote for the election of trustees and to ratify the selection of
your Fund's independent public accountants.
Q HOW WILL APPROVAL OF THESE PROPOSALS AFFECT MY ACCOUNT?
A If the proposal to liquidate and dissolve the Fund is approved, the Fund's
assets will be liquidated and the proceeds will be distributed to Fund
shareholders. Shareholders may elect to receive such distribution in cash, or
may exchange their shares of the Fund for shares of one or more other Van
Kampen Funds as described in the proxy statement. Shareholders should
carefully read and consider the discussion of each proposal in the proxy
statement.
Q WILL MY VOTE MAKE A DIFFERENCE?
A Yes. 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 you to participate in the
governance of your 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 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
<PAGE> 3
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.
<PAGE> 4
ABOUT THE PROXY CARD
[sample proxy card]
<PAGE> 5
VAN KAMPEN SHORT-TERM
GLOBAL INCOME FUND
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 , 1999
Notice is hereby given to the holders of shares of beneficial interest, par
value $0.01 per share (collectively, the "Shares"), of the Van Kampen Short-Term
Global Income Fund (the "Fund"), a series of the Van Kampen Trust (the "Trust"),
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, Oakbrook
Terrace, Illinois 60181-5555, on , 1999, at 3:30 p.m., for the
following purposes:
1. To approve the liquidation and dissolution of the Fund pursuant to a Plan of
Liquidation and Dissolution.
2. To elect twelve Trustees of the Trust to serve until their respective
successors are duly elected and qualified.
3. To ratify the selection of KPMG LLP as the Fund's independent public
accountants.
4. 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
, 1999 are entitled to notice of, and to vote at, the Meeting
and any adjournment thereof.
A. THOMAS SMITH III
Vice President and Secretary
October , 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 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.
SHAREHOLDERS OF THE FUND ARE INVITED TO ATTEND THE MEETING AND TO 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 the liquidation and dissolution of the Fund pursuant to a
Plan of Liquidation and Dissolution.
- FOR election of each of the nominees listed in the Proxy Statement for the
Board of Trustees.
- FOR ratification of the independent public accountants of the Fund.
YOUR VOTE IS IMPORTANT.
PLEASE VOTE YOUR SHARES PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE> 7
VAN KAMPEN SHORT-TERM
GLOBAL INCOME FUND
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 , 1999
This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Board") of Van Kampen Short-Term Global Income Fund (the
"Fund"), a series of the Van Kampen Trust (the "Trust"), 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, Oakbrook Terrace, Illinois 60181-5555, on , 1999,
at 3:30 p.m. The approximate mailing date of this Proxy Statement and
accompanying form of proxy is October , 1999.
Participating in the Meeting are the holders of record of shares of beneficial
interest, par value $0.01 per share, of the Fund (collectively, the "Shares"),
as of the close of business on October , 1999 (the "Record Date"). As of the
Record Date, the Fund had Shares issued and outstanding. 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 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 PROPOSALS
The primary purposes of the Meeting are to approve the liquidation and
dissolution of the Fund, to elect trustees, and to ratify the selection of
independent public accountants for the Fund. The Trust, a Delaware business
trust, is comprised of three series, including the Fund. The Fund and the other
series (the comprising the Trust will participate in a joint special meeting of
shareholders held concurrently with the Meeting at which shareholder of the Fund
and shareholders of the
<PAGE> 8
other series of the Trust will vote to elect trustees of the Trust. The Board of
Trustees has determined that a separate proxy statement for the Fund is in the
best interests of shareholders given that the proposal to liquidate and dissolve
the Fund is specific to the Fund.
Van Kampen Investment Advisory Corp. (the "Adviser" or "Advisory Corp.")
serves as investment adviser to the Fund. The distributor of the Fund is Van
Kampen Funds Inc. (the "Distributor"). The transfer agent for the Fund is Van
Kampen Investor Services Inc. ("Investor Services"). 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,
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 218256, Kansas City, Missouri
64121-8256. The principal business address of Morgan Stanley Dean Witter is
located at Two World Trade Center, New York, New York 10048.
The Board of Trustees of the Fund recommends that you cast your vote:
- FOR approval of the liquidation and dissolution of the Fund pursuant to a
Plan of Liquidation and Dissolution.
- FOR election of each of the nominees listed in the Proxy Statement for the
Board of Trustees of the Fund.
- FOR ratification of the independent public accountants of the Fund.
SUMMARY OF VOTING AND MEETING REQUIREMENTS
The voting requirement for passage of a particular proposal depends on the
nature of the 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 plurality of the
Shares of the Trust present in person or by proxy at the Meeting and at the
joint special meeting of shareholders of the remaining series of the Trust and
entitled to vote is required to elect the nominees to the Board of Trustees of
the Trust. Election by plurality means that those persons who receive the
highest number of votes cast up to the total number of persons to be elected as
trustees shall be elected. With respect to Proposal 3, the
2
<PAGE> 9
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.
All Shares of the Fund will vote together as a single class on each proposal.
An unfavorable vote on a proposal by the shareholders of the Fund will not
affect the Fund's implementation of other proposals which receive a favorable
vote. There is no cumulative voting with respect to the election of Trustees.
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 and the Fund employ procedures for internet and
telephone voting which 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 which 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 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" a proposal and will have
the same effect as votes "Against" a proposal. 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 described in Proposals 1 through
3 of the Notice which 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 that 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 on such proposal(s), provided that they determine that such an
adjournment and additional
3
<PAGE> 10
solicitation is reasonable and in the interest of shareholders based on a
consideration of all relevant factors, including the nature of the particular
proposal(s), 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: LIQUIDATING AND DISSOLVING THE FUND PURSUANT TO A PLAN OF
LIQUIDATION AND DISSOLUTION
- ------------------------------------------------------------------------------
INTRODUCTION
At a meeting held September 23, 1999, the Board of Trustees of the Fund
considered and unanimously approved Advisory Corp.'s recommendation that the
Fund be liquidated and dissolved. The Board of Trustees also directed Advisory
Corp., the Fund's investment adviser, to prepare a Plan of Liquidation and
Dissolution of the Fund (the "Liquidation Plan") to be submitted for shareholder
approval. A copy of the Liquidation Plan is attached hereto as Annex A. If Fund
shareholders approve the Liquidation Plan, Advisory Corp. will sell the Fund's
portfolio securities and other assets, pay creditors or establish reserves for
such payments and distribute the net proceeds of such sales as described below.
Shareholders may elect to receive such distribution in cash or may exchange
their Shares for shares of one or more other Van Kampen Funds.
BACKGROUND
The Fund was organized in 1990. The Fund's investment objective is to seek
high current income consistent with prudent investment risk. The Fund's
investment adviser seeks to achieve the investment objective by investing
primarily in a global portfolio of investment-grade debt securities denominated
in various currencies and multi-national currency units and by maintaining a
dollar-weighted average portfolio duration of not more than three years. As of
October 7, 1999, the Fund had net assets of approximately $39.0 million.
Advisory Corp. has recommended that the Fund be liquidated and dissolved. Some
of the reasons for liquidation are: (1) the Fund's net assets had decreased
substantially during the past several years; and (2) as a result of changes in
the global securities markets, and particularly changes in western European
markets, Advisory Corp. believes there are less attractive investment and
marketing opportunities relative to the Fund's initial investment strategy.
Advisory Corp. believes that it would be in the best interests of Fund
shareholders to approve the liquidation and dissolution of the Fund.
Accordingly, Advisory Corp. has recommended liquidating the Fund's assets and
distributing the proceeds to Fund shareholders.
At its September 23, 1999 meeting, the Fund's Board of Trustees agreed with
Advisory Corp.'s recommendation. Accordingly, the Fund's Board of Trustees,
4
<PAGE> 11
including all of the Trustees who are not "interested persons" of the Fund, as
defined in the 1940 Act, unanimously adopted resolutions declaring that the
proposed liquidation and dissolution was in the best interests of the Fund and
its shareholders, approving the Liquidation Plan proposed by Advisory Corp. and
directing Advisory Corp. to prepare formally such Liquidation Plan and to submit
it for shareholder approval.
DESCRIPTION OF THE LIQUIDATION PLAN AND RELATED TRANSACTIONS
If the Liquidation Plan is approved by the Fund's shareholders, as of [3:00
p.m. Central time] on the day of approval, the Fund will cease to carry on its
business and will proceed to sell all of its portfolio securities and other
assets for cash at such prices and on such terms and conditions as Advisory
Corp. determines to be reasonable and in the best interests of the Fund and its
shareholders. Advisory Corp. anticipates that the aggregate of such prices, net
of the Fund's liabilities, will approximate the Fund's net asset value on such
date, subject to market changes during the period in which portfolio securities
are sold. The Fund then will apply its assets to the payment, satisfaction and
discharge of all existing debts and obligations of the Fund, and distribute in
one or more payments the remaining assets among the shareholders of the Fund,
with each shareholder as of the date of approval receiving his or her
proportionate share of each liquidation distribution on the respective
distribution dates. As soon as practical, the Fund will be dissolved and will
cease to exist, and no shareholder will have any interest whatsoever in the
Fund.
Each shareholder may elect to receive his or her proportionate share of such
liquidation distribution in cash. A shareholder also may, in lieu of receiving
any such distribution in cash, exchange Shares for shares of one or more other
Van Kampen funds following the exchange privilege procedures as outlined in the
Fund's current prospectus. In particular, shareholders may wish to consider
exchanging their Shares for shares of Van Kampen Reserve Fund (the "Reserve
Fund"), a money-market fund with an investment objective to seek protection of
capital and high current income.
Shareholders may exchange all or part of their Shares for the same class of
shares of the Reserve Fund or any other Van Kampen fund at the applicable net
asset value per share without the imposition of any front-end or contingent
deferred sales charge at the time of the exchange. The exchange of Shares for
shares of another fund is treated for federal income tax purposes as a sale of
the Shares exchanged and an exchanging shareholder may therefore realize a
taxable gain or loss in connection with an exchange.
If Class B Shares or Class C Shares of the Fund are exchanged for Class B
Shares or Class C Shares of the Reserve Fund or another Van Kampen fund and such
shares are subsequently redeemed and not exchanged for shares of another Van
Kampen fund, such Class B Shares or Class C Shares are subject to the contingent
deferred sales charge schedule originally imposed by the Fund.
5
<PAGE> 12
If the Liquidation Plan is adopted, Advisory Corp. currently estimates that
the liquidation distributions will be paid to shareholders during [December],
1999. However, the exact date of the liquidation distributions will depend on
the time required to liquidate the Fund's assets. The Fund may, if deemed
appropriate, withhold sufficient assets to deal with any disputed claims or
other contingent liabilities which may then exist against the Fund. Any amount
that is withheld relating to any such claim will be deducted pro rata from the
net assets distributable to shareholders and held until the claim is settled or
otherwise determined. Advisory Corp. does not anticipate, however, that it will
be necessary to withhold any assets to deal with disputed claims or other
contingent liabilities. In the event that claims are not adequately provided for
or are brought after dissolution by previously unknown creditors or claimants,
Fund Trustees and officers could be held personally liable. In addition, claims
possibly could be pursued against shareholders to the extent of distributions
received by them in liquidation.
The Fund does not currently intend to create a separate trust to administer
liquidation distributions; however, in the event the Fund is unable to
distribute all of its assets pursuant to the Liquidation Plan because of its
inability to locate shareholders to whom liquidation distributions are payable,
the Fund may create a liquidating trust with a financial institution and deposit
any remaining assets of the Fund in such trust for the benefit of the
shareholders who cannot be located. The expenses of any such trust will be
charged against the liquidation distributions held therein.
As soon as practicable after the distribution of all of the Fund's assets in
complete liquidation, the officers of the Fund will close the books of the Fund
and prepare and file, in a timely manner, any and all required income tax
returns and other documents and instruments.
The Fund may elect not to declare its regular monthly distribution pending the
vote on the Plan in order to save the administrative costs which would be
associated with payment of such distribution. If the Meeting is adjourned,
additional monthly distributions may also be suspended. Any amount that would
otherwise have been paid as a monthly distribution will be declared as a
distribution when the liquidation proceeds are paid to shareholders and paid
with the rest of the proceeds of liquidation.
Prior to completion of the liquidation, the Fund will send to its shareholders
of record a letter of transmittal form for the purpose of exchanging each
shareholder's Shares for either shares of another Van Kampen fund or for a
liquidation distribution in cash. Shareholders whose Shares are held in the name
of their broker or other financial institution will receive any distributions
through their nominee firms. No amount will be distributed by the Fund to a
shareholder of record unless and until such shareholder delivers to the Fund a
signed letter of transmittal form.
6
<PAGE> 13
FEDERAL INCOME TAX CONSEQUENCES
PAYMENT BY THE FUND OF LIQUIDATION DISTRIBUTIONS TO SHAREHOLDERS WILL BE A
TAXABLE EVENT. BECAUSE THE INCOME TAX CONSEQUENCES FOR A PARTICULAR SHAREHOLDER
MAY VARY DEPENDING ON INDIVIDUAL CIRCUMSTANCES, EACH SHAREHOLDER IS URGED TO
CONSULT HIS OR HER OWN TAX ADVISER CONCERNING THE FEDERAL, STATE AND LOCAL TAX
CONSEQUENCES OF RECEIPT OF A LIQUIDATING DISTRIBUTION.
The Fund currently qualifies, and intends to continue to qualify through the
end of the liquidation period, for treatment as a regulated investment company
under the Internal Revenue Code of 1986, as amended, so that it will be relieved
of federal income tax on any investment company taxable income or net capital
gain (the excess of net long-term capital gain over net short-term capital loss)
from the sale of its assets.
The payment of liquidation distributions will be a taxable event to
shareholders. Each shareholder will be viewed as having sold his or her Fund
shares for an amount equal to the liquidation distribution(s) he or she
receives. Each shareholder will recognize gain or loss in an amount equal to the
difference between (a) the shareholder's adjusted basis in the Fund shares, and
(b) such liquidation distribution(s). The gain or loss will be capital gain or
loss to the shareholder if the Fund shares were capital assets in the
shareholder's hands and generally will be long-term if the Fund shares were held
for more than one year at the time of the liquidation distribution.
As of , 1999, the Fund had $ in net capital loss
carryforwards that could be used to offset current or future capital gains. The
Fund had $ in unrealized capital gains as of the same date. If the
liquidation and dissolution of the Fund is approved and all or a portion of such
capital gains or any additional capital gains are realized, the Fund will be
able to use a portion of its net capital loss carryforwards to offset such
gains. Any remaining capital loss carryforwards that are not used to offset
capital gains realized upon liquidation will be lost, and the benefit of such
capital loss carryforwards will not pass through to shareholders. If the Fund
did not liquidate, it is possible that sufficient capital gains could be
generated in the future to use the entire amount of the Fund's capital loss
carryforwards.
The Fund generally will be required to withhold tax at the rate of 31% with
respect to any liquidation distribution paid to individuals and certain other
non-corporate shareholders who have not previously certified to the Fund that
their social security number or taxpayer identification number provided to the
Fund is correct and that the shareholder is not subject to backup withholding.
7
<PAGE> 14
The foregoing summary is generally limited to the material federal income tax
consequences to shareholders who are individual United States citizens and who
hold shares as capital assets. It does not address the federal income tax
consequences to shareholders who are corporations, trusts, estates, tax-exempt
organizations or non-resident aliens. This summary does not address state or
local tax consequences. Shareholders are urged to consult their own tax advisers
to determine the extent of the federal income tax liability they would incur as
a result of receiving a liquidation distribution, as well as any tax
consequences under any applicable state, local or foreign laws.
SHAREHOLDER APPROVAL
To become effective, the Plan of Liquidation must be approved by the "vote of
a majority of the outstanding voting securities" of the Fund, as such term is
defined in the 1940 Act. The Board of Trustees of the Fund has unanimously
approved the proposed Plan of Liquidation and has determined that such
Liquidation is in the best interests of the shareholders of the Fund. THE BOARD
OF TRUSTEES OF THE FUND RECOMMENDS A VOTE "FOR" APPROVAL OF THE PLAN OF
LIQUIDATION.
- ------------------------------------------------------------------------------
PROPOSAL 2: ELECTING TRUSTEES
- ------------------------------------------------------------------------------
Shareholders are being asked to elect each of the twelve nominees described
below as trustees of the Trust. Trustees elected will serve as trustees until
reaching their retirement age or until their successors are duly elected and
qualified. The election of the nominees to the Trust's Board of Trustees
requires the affirmative vote of a plurality of the Shares of the Trust present
in person or by proxy at the Meeting or at the joint special meeting of the
remaining series of the Trust and entitled to vote. It is the intention of the
persons named in the enclosed proxy to vote the Shares represented by them for
the election of each nominee listed below unless the proxy is marked otherwise.
Each of the nominees listed below has served as a member of the Board of
Trustee since his or her initial election or appointment to the Board of
Trustees as set forth in Table D below, except that Mitchell M. Merin and
Richard F. Powers III have not previously served on the Board of Trustees. The
Board of Trustees has determined that adding Messrs. Merin and Powers to the
Board of Trustees is in the best interest of shareholders of the Fund. Messrs.
Merin and Powers would replace Messrs. DeMartini and Powell as trustees of the
Fund. As described in more detail below, Mr. Merin is now, among other things,
President and Chief Operating Officer of Asset Management at Morgan Stanley Dean
Witter and Mr. Powers is now, among other things, the President and Chief
Executive Officer of Van Kampen Investments. Mr. DeMartini was formerly the
President and Chief Operating Officer of Morgan Stanley Dean Witter Individual
Asset
8
<PAGE> 15
Management. Mr. Powell was formerly the Chairman and Director of Van Kampen
Investments, Asset Management, Advisory Corp. and the Distributor.
Each nominee named below has consented to being named herein as a nominee and
has agreed to serve as a trustee if elected; however, should any nominee(s)
become unable or unwilling to accept nomination or election, the proxies will be
voted for one or more substitute nominee(s) designated by the Trust's present
Board of Trustees.
The following table sets forth the names, addresses, ages, principal
occupations and other information regarding the Trustee nominees and incumbent
trustees not standing for re-election.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
TRUSTEE NOMINEES:
J. Miles Branagan................. Private investor. Trustee of each of the
1632 Morning Mountain Road funds in the Fund Complex. Co-founder, and
Raleigh, NC 27614 prior to August 1996, Chairman, Chief
Age: 67 Executive Officer and President, MDT
Corporation (now known as Getinge/Castle,
Inc., a subsidiary of Getinge Industrier
AB), a company which develops, manufactures,
markets and services medical and scientific
equipment.
Jerry D. Choate................... Director of Amgen Inc., a biotechnological
Barrington Place, Building 4 company. Trustee of each of the funds in the
18 E. Dundee Road, Suite 101 Fund Complex. Prior to January 1999,
Barrington, IL 60010 Chairman and Chief Executive Officer of The
Age: 60 Allstate Corporation ("Allstate") and
Allstate Insurance Company. Prior to January
1995, President and Chief Executive Officer
of Allstate. Prior to August 1994, Mr.
Choate held various management positions at
Allstate.
Linda Hutton Heagy................ Managing Partner of Heidrick & Stuggles, an
Sears Tower executive search firm. Trustee of each of
233 South Wacker Drive the funds in the Fund Complex. Prior to
Suite 7000 1997, Partner, Ray & Berndtson, Inc., an
Chicago, IL 60606 executive recruiting and management
Age: 51 consulting firm. Formerly, Executive Vice
President of ABN AMRO, N.A., a Dutch bank
holding company. Prior to 1992, Executive
Vice President of La Salle National Bank.
Trustee on the University of Chicago
Hospitals Board, Vice Chair of the Board of
The YMCA of Metropolitan Chicago and a
member of the Women's Board of the
University of Chicago.
</TABLE>
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<PAGE> 16
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
R. Craig Kennedy.................. President and Director, German Marshall Fund
11 DuPont Circle, N.W of the United States. Trustee of each of the
Washington, DC 20016 funds in the Fund Complex. Formerly, advisor
Age: 47 to the Dennis Trading. Prior to 1992,
President and Chief Executive Officer,
Director and Member of the Investment
Committee of the Joyce Foundation, a private
foundation.
Mitchell M. Merin*................ President and Chief Operating Officer of
Two World Trade Center Asset Management of Morgan Stanley Dean
66th Floor Witter (since December, 1998); President and
New York, NY 10048 Director (since April, 1997) and Chief
Age: 45 Executive Officer (since June, 1998) of
Morgan Stanley Dean Witter Advisors Inc. and
Morgan Stanley Dean Witter Services Company
Inc.; Chairman, Chief Executive Officer and
Director of Morgan Stanley Dean Witter
Distributors Inc. (since June, 1998);
Chairman and Chief Executive Officer (since
June, 1998) and Director (since January,
1998) of Morgan Stanley Dean Witter Trust
FSB; Director of various Morgan Stanley Dean
Witter subsidiaries; President of the Morgan
Stanley Dean Witter Funds and Discover
Brokerage Index Series (since May, 1999);
previously Chief Strategic Officer of Morgan
Stanley Dean Witter Advisors Inc. and Morgan
Stanley Dean Witter Services Company Inc.
and Executive Vice President of Morgan
Stanley Dean Witter Distributors Inc.
(April, 1997-June, 1998), Vice-President of
the Morgan Stanley Dean Witter Funds and
Discover Brokerage Index Series (May, 1997-
April, 1999), and Executive Vice President
of Dean Witter, Discover & Co.
Jack E. Nelson.................... President and owner, Nelson Investment
423 Country Club Drive Planning Services, Inc., a financial
Winter Park, FL 32789 planning company and registered investment
Age: 63 adviser. President and owner, Nelson Ivest
Brokerage Services Inc., a member of the
National Association of Securities Dealers,
Inc. and Securities Investors Protection
Corp. Trustee of each of the funds in the
Fund Complex.
</TABLE>
10
<PAGE> 17
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Richard F. Powers III*............ President of each of the Funds in the Fund
1 Parkview Plaza Complex. Trustee of certain Funds in the
P.O. Box 5555 Fund Complex and other open-end and
Oakbrook Terrace, IL 60181 closed-end funds advised Asset Management,
Age: 53 Advisory Corp. or Van Kampen Management Inc.
President and Chief Executive Officer of Van
Kampen Investments. Prior to May 1998,
Executive Vice President and Director of
Marketing at Morgan Stanley Dean Witter &
Co. and Director of Dean Witter Discover &
Co. and Dean Witter Realty. Prior to 1996,
Director of Dean Witter Reynolds Inc.
Phillip B. Rooney................. Vice Chairman and Director of The
One ServiceMaster Way ServiceMaster Company, a business and
Downers Grove, IL 60515 consumer services company. Director of
Age: 55 Illinois Tool Works, Inc., a manufacturing
company, and the Urban Shopping Centers
Inc., a retail mall management company.
Trustee, University of Notre Dame. Trustee
of each of the funds in the Fund Complex.
Prior to 1998, Director of Stone Smurfit
Container Corp., a paper manufacturing
company. Formerly, President, Chief
Executive Officer and Chief Operating
Officer of Waste Management, Inc., an
environmental services company.
Fernando Sisto.................... Professor Emeritus and, prior to 1995, Dean
155 Hickory Lane of the Graduate School, Stevens Institute of
Closter, NJ 07624 Technology. Director, Dynalysis of
Age: 74 Princeton, a firm engaged in engineering
research. Trustee of each of the funds in
the Fund Complex.
Wayne W. Whalen*.................. Partner in the law firm of Skadden, Arps,
333 West Wacker Drive Slate, Meagher & Flom (Illinois), legal
Chicago, IL 60606 counsel to the funds in the Fund Complex,
Age: 60 and other open-end and closed-end funds
advised by Asset Management, Advisory Corp.
or Van Kampen Management Inc. Trustee of
each of the funds in the Fund Complex, and
Trustee/Managing General Partner of other
open-end and closed-end funds advised by
Asset Management, Advisory Corp. or Van
Kampen Management Inc.
</TABLE>
11
<PAGE> 18
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Suzanne H. Woolsey, Ph.D.......... Chief Operating Officer of the National
2101 Constitution Avenue, N.W. Academy of Sciences/National Research
Room 206 Council, an independent, federally chartered
Washington, D.C. 20418 policy institution. Director of Neurogen
Age: 57 Corporation, a pharmaceutical company.
Director of the German Marshall Fund of the
United States, Trustee of Colorado College,
Vice Chair of the Board of the Council for
Excellence in Government. Trustee of each of
the funds in the Fund Complex. Prior to
1993, Executive Director of the Commission
on Behavioral and Social Sciences and
Education at the National Academy of
Sciences/National Research Council. Prior to
1989, Partner of Coopers & Lybrand.
Paul G. Yovovich.................. Private investor. Director of 3Com
Sears Tower Corporation, which provides information
233 South Wacker Drive access products and network system
Suite 9700 solutions, COMARCO, Inc., a wireless
Chicago, IL 60606 communications products company, and APAC
Age: 45 Customer Services, Inc., a provider of
outsourced customer contact services.
Trustee of each of the funds in the Fund
Complex. Prior to May 1996, President of
Advance Ross Corporation, an international
transaction services and pollution control
equipment manufacturing company.
INCUMBENT TRUSTEES NOT STANDING
FOR REELECTION:
Don G. Powell*.................... Currently a member of the Board of Governors
2800 Post Oak Blvd and Executive Committee for the Investment
Houston, TX 77056 Company Institute, and a member of the Board
Age: 59 of Trustees of the Houston Museum of Natural
Science. Trustee of certain open-end
investment companies advised by Asset
Management, Advisory Corp. or Van Kampen
Management Inc. Immediate past Chairman of
the Investment Company Institute. Prior to
January 1999, Chairman and Director of Van
Kampen Investments, Asset Management,
Advisory Corp., the Distributor, and
Investor Services and Director or officer of
certain other subsidiaries of Van Kampen
Investments. Prior to July 1998, Director
and Chairman of VK/AC Holding, Inc. Prior to
November 1996, President, Chief Executive
Officer and Director of VK/AC Holding, Inc.
</TABLE>
12
<PAGE> 19
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Richard M. DeMartini*............. Chairman and Chief Executive Officer of
Two World Trade Center International Private Client Group, a
66th Floor division of Morgan Stanley Dean Witter & Co.
New York, New York 10048 Director of Dean Witter Reynolds Inc.,
Age: 46 Chairman and Director of Dean Witter Capital
Corporation. Chairman, Chief Executive
Officer, President and Director of Dean
Witter Alliance Capital Corporation,
Director of the National Healthcare
Resources, Inc., Dean Witter Realty Inc.,
Dean Witter Reynolds Venture Equities Inc.,
DW Window Covering Holding, Inc., and is a
member of the Morgan Stanley Dean Witter
Management Committee. Trustee of the TCW/DW
Funds, Director of the Morgan Stanley Dean
Witter Funds and Trustee of other funds in
the Fund Complex. Prior to March 1999,
Chairman, Chief Executive Officer, President
and Director of Morgan Stanley Dean Witter
Distributors, Inc. Prior to January 1999,
Chairman of Dean Witter Futures & Currency
Management Inc. and Demeter Management
Corporation. Prior to December 1998,
President and Chief Operating Officer of
Morgan Stanley Dean Witter Individual Asset
Management and a Director of Morgan Stanley
Dean Witter Trust FSB. Formerly Vice
Chairman of the Board of the National
Association of Securities Dealers, Inc. and
Chairman of the Board of the Nasdaq Stock
Market, Inc.
</TABLE>
- ------------------------------------------------------------------------------
* Such nominee or trustee is an "interested person" (within the meaning of
Section 2(a) (19) of the 1940 Act). Mr. Whalen is an interested person of the
Funds by reason of his firm currently acting as legal counsel to the Funds.
Messrs. Merin and Powers are interested persons of the Funds, Asset Management
and Advisory Corp. by reason of their current or former positions with Morgan
Stanley Dean Witter or its affiliates. Messrs. DeMartini and Powell are
interested persons of the Funds, Asset Management and Advisory Corp. by reason
of their current or former positions with Morgan Stanley Dean Witter or its
affiliates.
As of , 1999, incumbent nominees owned, directly or
beneficially, the following number of Class A Shares of the Fund:
In addition, incumbent nominees defer all or a portion of their compensation
from the Fund. Amounts deferred are retained by the Fund and earn a rate of
return determined by reference to the return on shares of the Fund or other
funds in the Fund Complex as selected by the trustee with the same effect as if
such trustee had invested his or her compensation in such funds in the Fund
Complex. See the "Compensation Table" below.
13
<PAGE> 20
During the Trust's fiscal period ended March 31, 1999, the Board of Trustees
held meetings. All of the incumbent nominees to the Board of Trustees attended
at least 75% of the meetings and all committee meetings thereof of which such
trustee was a member during such fiscal period. During the Fund's fiscal period
ended March 31, 1999, the Fund had no standing committees other than an audit
committee, a brokerage and services committee and a retirement plan committee.
The Fund's audit committee currently consists of J. Miles Branagan, Jerry D.
Choate, R. Craig Kennedy and Fernando Sisto. The audit committee makes
recommendations to the Board of Trustees concerning the selection of the Fund's
independent public accountants, reviews with such accountants the scope and
results of the Fund's annual audit and considers any comments which the
accountants may have regarding the Fund's financial statements, books of account
or internal controls. The Fund's brokerage and services committee currently
consists of Linda Hutton Heagy, Jack E. Nelson, Phillip B. Rooney, Suzanne H.
Woolsey and Paul G. Yovovich. The brokerage and services committee reviews the
Fund's allocation of brokerage transactions and soft-dollar practices and
reviews the transfer agency and shareholder servicing arrangements with Investor
Services. The Fund's retirement plan committee currently consists of Linda
Hutton Heagy, R. Craig Kennedy and Jack E. Nelson. The retirement plan committee
is responsible for reviewing the terms of the Fund's retirement plan and reviews
any administrative matters which arise with respect thereto. During the Fund's
fiscal period ended March 31, 1999, the audit committee of the Fund held 2
meetings and the brokerage and services committee held 6 meetings. The
retirement plan committee of the Fund does not meet on a regular basis, but does
meet on an ad hoc basis as necessary to administer the retirement plan.
The trustees of the Fund who are not "interested persons" of the Fund (as
defined by the 1940 Act) are required to identify, evaluate and nominate non-
interested trustees and are prepared to review nominations from shareholders to
fill any vacancies. The Fund has an ad hoc nominating committee currently
consisting of J. Miles Branagan, Linda Hutton Heagy and R. Craig Kennedy.
Nominations from shareholders should be in writing and addressed to the
non-interested trustees at the Fund's office. The non-interested trustees of the
Fund expect to be able to continue to identify from their own resources an ample
number of qualified candidates for the Board of Trustees, as they deem
appropriate.
Each trustee who is not an affiliated person of Van Kampen Investments, Asset
Management, Advisory Corp. or the Distributor (each a "Non-Affiliated Trustee")
serves as a trustee of each of the funds in the Fund Complex (as defined below).
Each of Messrs. Merin and Powers currently is a trustee of two funds in the Fund
Complex. Each of Messrs. DeMartini and Powell currently is a trustee of all but
two funds in the Fund Complex. As of the date of this Proxy Statement, there are
66 operating funds in the Fund Complex. The "Fund Complex" consists of those
14
<PAGE> 21
open-end investment companies advised by Asset Management or Advisory Corp. and
Distributed by the Distributor with the same Non-Affiliated Trustees.
Each Non-Affiliated Trustee is compensated by an annual retainer and board
meeting fees for services to the funds in the Fund Complex. Each fund in the
Fund Complex provides a deferred compensation plan to its Non-Affiliated
Trustees which allows trustees to defer receipt of their compensation. Deferring
compensation has the economic effect as if the Non-Affiliated Trustee invested
his or her compensation in the selected funds. Each fund in the Fund Complex
provides a retirement plan to its Non-Affiliated Trustees which provides
Non-Affiliated Trustees with compensation after retirement, provided that
certain eligibility requirements are met as more fully described below.
The compensation of each Non-Affiliated Trustee includes an annual retainer in
an amount equal to $50,000 per calendar year, due in four quarterly installments
on the first business day of each quarter. Payment of the annual retainer is
allocated among the funds in the Fund Complex on the basis of the relative net
assets of each fund as of the last business day of the preceding calendar
quarter. The compensation of each Non-Affiliated Trustee includes a board
meeting fee from each fund in the Fund Complex in the amount of $200 per
quarterly or special meeting attended by the Non-Affiliated Trustee, due on the
date of the meeting, plus reasonable expenses incurred by the Non-Affiliated
Trustee in connection with his or her services as a trustee, provided that no
compensation will be paid in connection with telephonic special meetings. No
compensation is paid in connection with committee meeting.
Under the deferred compensation plan, each Non-Affiliated Trustee generally
can elect to defer receipt of all or a portion of the compensation earned by
such Non-Affiliated Trustee until retirement. Amounts deferred are retained by
the Fund and earn a rate of return determined by reference to the return on the
shares of the Fund or other funds in the Fund Complex as selected by the
respective Non-Affiliated Trustee, with the same economic effect as if such
Non-Affiliated Trustee had invested in one or more funds in the Fund Complex. To
the extent permitted by the 1940 Act, the Fund may invest in securities of those
funds selected by the Non-Affiliated Trustees in order to match the deferred
compensation obligation. The deferred compensation plan is not funded and
obligations thereunder represent general unsecured claims against the general
assets of the Fund.
Under the retirement plan, a Non-Affiliated Trustee who is receiving
compensation from the Fund prior to such Non-Affiliated Trustee's retirement,
has at least 10 years of service (including years of service prior to adoption
of the retirement plan) and retires at or after attaining the age of 60, is
eligible to receive a retirement benefit equal to $2,500 per year for each of
the ten years following such retirement from such Fund. Non-Affiliated Trustees
retiring prior to the age of 60 or with fewer than 10 years but more than 5
years of service may receive reduced
15
<PAGE> 22
retirement benefits from the Fund. Each trustee has served as a member of the
Board of Trustees of the Fund since he or she was first appointed or elected in
the year set forth in Table D below. The retirement plan contains a Fund Complex
retirement benefit cap of $60,000 per year.
Additional information regarding compensation and benefits for trustees is set
forth below for the periods described in the notes accompanying the table.
COMPENSATION TABLE
<TABLE>
<CAPTION>
FUND COMPLEX
-------------------------------------------
AGGREGATE
AGGREGATE ESTIMATED
PENSION OR MAXIMUM TOTAL
AGGREGATE RETIREMENT ANNUAL COMPENSATION
COMPENSATION BENEFITS BENEFITS FROM BEFORE
BEFORE ACCRUED THE FUND DEFERRAL FROM
DEFERRAL FROM AS PART OF UPON FUND
NAME(L) THE FUND(2) EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
J. Miles Branagan............... $3,048 $35,691 $60,000 $125,200
Jerry D. Choate(5).............. 0 0 60,000 0
Linda Hutton Heagy.............. 3,048 3,861 60,000 112,800
R. Craig Kennedy................ 3,048 2,652 60,000 125,200
Jack E. Nelson.................. 3,048 18,385 60,000 125,200
Phillip B. Rooney............... 2,448 6,002 60,000 125,200
Dr. Fernando Sisto.............. 3,048 68,615 60,000 125,200
Wayne W. Whalen................. 3,048 12,658 60,000 125,200
Suzanne H. Woolsey(5)........... 0 0 60,000 0
Paul G. Yovovich(5)............. 1,619 0 60,000 25,300
</TABLE>
- ---------------
(1) Trustees not eligible for compensation are not included in the Compensation
Table.
(2) The amounts shown in this column represent the Aggregate Compensation before
Deferral from all three operating series of the Trust with respect to the
Trust's fiscal period ended March 31, 1999. The details of aggregate
compensation before deferral for each series are shown in Table A below.
Certain trustees deferred compensation from the Trust during the fiscal
period ended March 31, 1999; the aggregate compensation deferred from all
three series of the Trust is as follows: Mr. Branagan, $3,048; Ms. Heagy,
$3,048; Mr. Kennedy, $1,525; Mr. Nelson, $3,048; Mr. Rooney, $2,448; Dr.
Sisto, $1,525; Mr. Whalen, $3,048; and Mr. Yovovich, $804. The details of
amounts deferred for each series are shown in Table B below. Amounts
deferred are retained by the Fund and earn a rate of return determined by
reference to either the return on the common shares of the Fund or other
funds in the Fund Complex as selected by the respective Non-Affiliated
Trustee, with the same economic effect as if such Non-Affiliated Trustee had
invested in one or more funds in the Fund Complex. To the extent permitted
by the 1940 Act, each Fund may invest in securities of those funds selected
by the Non-Affiliated
16
<PAGE> 23
Trustees in order to match the deferred compensation obligation. The
cumulative deferred compensation (including interest) accrued with respect
to each trustee, including former trustees, from all three operating series
of the Trust as of the Trust's fiscal period ended March 31, 1999 is as
follows: Mr. Branagan, $21,964; Mr. Gaughan, $6,321; Ms. Heagy, $27,695; Mr.
Kennedy, $48,375; Mr. Miller, $30,195; Mr. Nelson, $64,862; Mr. Rees,
$8,688; Mr. Robinson, $49,131; Mr. Rooney, $11,775; Dr. Sisto, $8,166; Mr.
Whalen, $54,350; and Mr. Yovovich, $838. The details of cumulative deferred
compensation (including interest) for each series of the Trust are shown in
Table C. The deferred compensation plan is described above the Compensation
Table.
(3) The amounts shown in this column represent the sum of the retirement
benefits accrued by the operating investment companies in the Fund Complex
for each of the trustees for the Funds' respective fiscal years ended in
1998. The retirement plan is described above the Compensation Table.
(4) For each trustee, this is the sum of the estimated maximum annual benefits
payable by the funds in the Fund Complex for each year of the 10-year period
commencing in the year of such trustee's anticipated retirement. The
Retirement Plan is described above the Compensation Table. Each
Non-Affiliated Trustee has served as a member of the Board of Trustees since
the year set forth in Table D below.
(5) Mr. Yovovich became a member of the Board of Trustees for the Fund and other
funds in the Fund Complex on October 22, 1998 and therefore does not have a
full calendar year of information to report. Mr. Choate and Ms. Woolsey
became members of the Board of Trustees for the Fund and other funds in the
Fund Complex on May 26, 1999 and therefore do not have any 1998 calendar
year information to report. The amounts shown in this column represent the
aggregate compensation paid by all funds in the Fund Complex as of December
31, 1998 before deferral by the trustees under the deferred compensation
plan. Because the funds in the Fund Complex have different fiscal year ends,
the amounts shown in this column are presented on a calendar year basis.
Certain trustees deferred all or a portion of their aggregate compensation
from the Fund Complex during the calendar year ended December 31, 1998. The
deferred compensation earns a rate of return determined by reference to the
return on the shares of the funds in the Fund Complex as selected by the
respective Non-Affiliated Trustee, with the same economic effect as if such
Non-Affiliated Trustee had invested in one or more funds in the Fund
Complex. To the extent permitted by the 1940 Act, the Fund may invest in
securities of those investment companies selected by the Non-Affiliated
Trustees in order to match the deferred compensation obligation. The
Advisers and their affiliates also serve as investment adviser for other
investment companies; however, with the exception of Mr. Whalen, the
Non-Affiliated Trustees were not trustees of
17
<PAGE> 24
such investment companies. Combining the Fund Complex with other investment
companies advised by the Advisers and their affiliates, Mr. Whalen received
Total Compensation of $285,825 during the calendar year ended December 31, 1998.
TABLE A
1999 AGGREGATE COMPENSATION FROM
THE TRUST AND EACH SERIES
<TABLE>
<CAPTION>
TRUSTEE
FISCAL ---------------------------------------------------------------------------------------------
FUND NAME YEAR-END* BRANAGAN CHOATE HEAGY KENNEDY NELSON ROONEY SISTO WHALEN WOOLSEY YOVOVICH
--------- --------- -------- ------ ----- ------- ------ ------ ----- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Fund...... 3/31 $1,253 $0 $1,253 $1,253 $1,253 $1,053 $1,253 $1,253 $0 $ 694
Managed Short Term
Income Fund......... 3/31 ** ** ** ** ** ** ** ** ** **
Short-Term Global
Income Fund......... 3/31 866 0 866 866 866 666 866 866 0 442
Strategic Income
Fund................ 3/31 929 0 929 929 929 729 929 929 0 483
------ -- ------ ------ ------ ------ ------ ------ -- ------
Trust Total......... $3,048 $0 $3,048 $3,048 $3,048 $2,448 $3,048 $3,048 $0 $1,619
</TABLE>
- ------------------------------------
* Each Fund recently changed its fiscal year-end from June 30 to March 31.
Accordingly, the information reported in this column represents information
for the nine-month fiscal period ended March 31, 1999. The Managed Short-Term
Income Fund has not commenced investment operations as of March 31, 1999.
** Such trustees received an organizational meeting fee of $200/trustee paid by
the Adviser in connection with the Fund's organization.
TABLE B
1999 AGGREGATE COMPENSATION DEFERRED FROM
THE TRUST AND EACH SERIES
<TABLE>
<CAPTION>
TRUSTEE
FISCAL ---------------------------------------------------------------------------------------------
FUND NAME YEAR-END* BRANAGAN CHOATE HEAGY KENNEDY NELSON ROONEY SISTO WHALEN WOOLSEY YOVOVICH
--------- --------- -------- ------ ----- ------- ------ ------ ----- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Fund...... 3/31 $1,253 $0 $1,253 $ 627 $1,253 $1,053 $ 627 $1,253 $0 $ 344
Managed Short-Term
Income Fund......... 3/31 ** ** ** ** ** ** ** ** ** **
Short-Term Global
Income Fund......... 3/31 866 0 866 433 866 666 433 866 0 220
Strategic Income
Fund................ 3/31 929 0 929 465 929 729 465 929 0 240
------ -- ------ ------ ------ ------ ------ ------ -- ------
Trust Total......... $3,048 $0 $3,048 $1,525 $3,048 $2,448 $1,525 $3,048 $0 $ 804
</TABLE>
- ------------------------------------
* Each Fund recently changed its fiscal year-end from June 30 to March 31.
Accordingly, the information reported in this column represents information
for the nine-month fiscal period ended March 31, 1999. The Managed Short-Term
Income Fund has not commenced investment operations as of March 31, 1999.
** Such trustees received an organizational meeting fee of $200/trustee paid by
the Adviser in connection with the Fund's organization.
18
<PAGE> 25
TABLE C
1999 CUMULATIVE COMPENSATION DEFERRED
(PLUS INTEREST) FROM THE TRUST AND EACH SERIES
<TABLE>
<CAPTION>
TRUSTEE
FISCAL -------------------------------------------------------------------------------------------------
FUND NAME YEAR-END* BRANAGAN CHOATE HEAGY KENNEDY NELSON ROONEY SISTO WHALEN WOOLSEY YOVOVICH
--------- --------- -------- ------ ----- ------- ------ ------ ----- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Fund...... 3/31 $ 7,789 $0 $ 9,678 $16,380 $22,145 $ 4,422 $2,941 $18,589 $0 $359
Managed Short-Term
Income Fund......... 3/31 0 0 0 0 0 0 0 0 0 0
Short-Term Global
Income Fund......... 3/31 7,030 0 8,953 15,966 21,293 3,615 2,585 17,822 0 229
Strategic Income
Fund................ 3/31 7,145 0 9,064 16,029 21,424 3,738 2,640 17,939 0 250
------- -- ------- ------- ------- ------- ------ ------- -- ----
Trust Total......... $21,964 $0 $27,695 $48,375 $64,862 $11,775 $8,166 $54,350 $0 $838
</TABLE>
<TABLE>
<CAPTION>
FORMER TRUSTEES
-------------------------------------
FUND NAME GAUGHAN MILLER REES ROBINSON
--------- ------- ------ ---- --------
<S> <C> <C> <C> <C>
High Yield Fund............................................. $2,107 $10,065 $2,816 $16,377
Managed Short-Term Income Fund.............................. 0 0 0 0
Short-Term Global Income Fund............................... 2,107 10,065 2,936 16,377
Strategic Income Fund....................................... 2,107 10,065 2,936 16,377
------ ------- ------ -------
Trust Total................................................ $6,321 $30,195 $8,688 $49,131
</TABLE>
- ------------------------------------
* Each Fund recently changed its fiscal year-end from June 30 to March 31.
Accordingly, the information reported in this column represents information
for the nine-month fiscal period ended March 31, 1999. The Managed Short Term
Income Fund has not commenced investment operations as of March 31, 1999.
TABLE D
YEAR OF ELECTION OR APPOINTMENT TO EACH SERIES OF THE TRUST
<TABLE>
<CAPTION>
TRUSTEE
--------------------------------------------------------------------------------------------
FUND NAME BRANAGAN CHOATE HEAGY KENNEDY NELSON ROONEY SISTO WHALEN WOOLSEY YOVOVICH
- --------- -------- ------ ----- ------- ------ ------ ----- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Fund.............. 1995 1999 1995 1993 1986 1997 1995 1986 1999 1998
Managed Short Term
Income Fund................. 1999 1999 1999 1999 1999 1999 1999 1999 1999 1999
Short-Term Global Income
Fund........................ 1995 1999 1995 1993 1990 1997 1995 1990 1999 1998
Strategic Income Fund........ 1995 1999 1995 1993 1993 1997 1995 1993 1999 1998
</TABLE>
19
<PAGE> 26
The Fund is not required to hold and the Fund does not contemplate holding
regular meetings of shareholders to elect trustees or otherwise. The Board of
Trustees will be required promptly to call a meeting of shareholders for the
purpose of voting upon the question of removal of any trustee when requested in
writing to do so by the record holders of not less than 10% of the total
outstanding shares of the Fund. In addition, the Board of Trustees will comply
with the requirements of Section 16(c) of the 1940 Act with respect to
communications with shareholders.
SHAREHOLDER APPROVAL
The affirmative vote of a plurality of the Shares of the Trust present in
person or by proxy at the Meeting or at the joint special meeting of the
remaining series of the Trust and entitled to vote is required to elect the
nominees to the Board of Trustees. THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR"
EACH OF THE NOMINEES.
- ------------------------------------------------------------------------------
PROPOSAL 3: RATIFYING INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FUND
- ------------------------------------------------------------------------------
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 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. The
appointment to the Fund is subject to ratification or rejection by the
shareholders of the Fund.
Representatives of KPMG 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 and entitled to vote is required to ratify the
selection of the independent public accountants for the Fund. THE BOARD OF
TRUSTEES OF THE FUND RECOMMENDS A VOTE "FOR" RATIFICATION OF KPMG LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FUND.
- ------------------------------------------------------------------------------
OTHER INFORMATION
- ------------------------------------------------------------------------------
SHAREHOLDER INFORMATION
[TO COME]
20
<PAGE> 27
- ------------------------------------------------------------------------------
EXPENSES
- ------------------------------------------------------------------------------
The Fund will pay the costs of preparing, printing, mailing and soliciting the
enclosed form of proxy, the accompanying Notice and this Proxy Statement and the
Meeting. 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 Funds, Advisory Corp. or Asset Management
(or their affiliates), or by dealers or their representatives, or by First Data
Investor Services Group ("First Data"), a solicitation firm located in Boston,
Massachusetts who has been engaged to assist in proxy solicitations. The
estimated costs of First Data for mailing, solicitation and tabulation of
shareholder votes are approximately $ .
- ------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- ------------------------------------------------------------------------------
The Fund does not hold regular annual meetings of shareholders. Any
shareholder who wishes to submit a proposal 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 in any proxy statement.
- ------------------------------------------------------------------------------
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, 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.
21
<PAGE> 28
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO COMPLETE, 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
October , 1999
22
<PAGE> 29
ANNEX A
FORM OF
PLAN OF LIQUIDATION AND DISSOLUTION
OF
VAN KAMPEN SHORT-TERM GLOBAL INCOME FUND
This PLAN OF LIQUIDATION (the "Plan") of VAN KAMPEN SHORT-TERM GLOBAL INCOME
FUND (the "Fund"), a series of Van Kampen Trust, a Delaware business trust (the
"Trust"), and the actions contemplated by it have been approved as of
, 1999 by the Board of Trustees of the Trust (the "Board" or the
"Trustees") on behalf of the Fund as being advisable and in the best interests
of the Fund and the Fund's shareholders.
WHEREAS, Section 9.2 and Section 6.1(h) of the Agreement and Declaration of
Trust of the Fund grants the Trustees the authority to liquidate and dissolve
the Fund, subject to the affirmative vote of "a majority of the outstanding
voting securities" of the Fund as defined by the Investment Company Act of 1940,
as amended (the "1940 Act"); and
WHEREAS, the Board has directed submitting the proposal to liquidate and
dissolve the Fund to the shareholders of the Fund at a meeting of shareholders
and has authorized distribution of a proxy statement in connection with the
solicitation of proxies for such purpose; and
WHEREAS, for good and sufficient business reasons the Trustees of the Fund
desire to liquidate the Fund and distribute the Fund's assets to the
shareholders of the Fund.
NOW, THEREFORE, the Trustees hereby adopt this Plan of Liquidation for the
purpose of liquidating the Fund in accordance with the following:
1. ADOPTION OF THE PLAN. This Plan shall be submitted to the shareholders of
the Fund and is subject to the affirmative vote of "a majority of the
outstanding voting securities" of the Fund as defined by the 1940 Act. Such
approval of the Plan shall constitute approval by the shareholders of the sale
of substantially all of the assets of the Fund and approval of other actions as
contemplated by the Plan. The effective date of the Plan shall be the date on
which it is approved by shareholders (the "Effective Date") and the period
between the Effective Date of the Plan and continuing until
, 1999 is referred to herein as the "Liquidation Period".
2. DISPOSITION OF ASSETS. Prior to and after the Effective Date of the Plan,
the Fund's investment adviser shall use all commercially reasonable efforts to
sell all of the Fund's portfolio assets for cash and shall hold or reinvest the
proceeds thereof in cash and such short-term securities as the Fund may lawfully
hold or invest in. To
A-1
<PAGE> 30
the extent the Fund cannot dispose of any such asset or assets prior to
expiration of the Liquidation Period, the Fund shall contribute such asset or
assets to the Liquidating Trust referred to in Section 7 below.
3. DISPOSITION OF CLAIMS. Prior to and after the Effective Date the Fund shall
use all commercially reasonable efforts to assert, prosecute, reduce to
judgment, settle and collect all claims (the "Claims") of the Fund. To the
extent the Fund cannot resolve any Claim prior to expiration of the Liquidation
Period, then not later than the last day of such period the Fund shall
contribute all such unresolved Claims to the Liquidating Trust along with such
amounts of cash and other assets as the Fund shall determine might reasonably be
required to resolve such unresolved claims.
4. TRANSACTIONS. Within the Liquidation Period, the Fund shall have the
authority to engage in such other transactions as may be appropriate to its
complete liquidation and dissolution, including without limitation, the
authority to mortgage, pledge, sell, lease, exchange or otherwise dispose of all
or any part of its other assets for cash and/or shares, bonds, or other
securities or property upon such terms and conditions as the Fund shall
determine, with no further approvals by the shareholders except as required by
law.
5. PROVISIONS FOR LIABILITIES. Within the Liquidation Period, the Fund shall
pay or discharge or otherwise provide for the payment or discharge of, any
liabilities and obligations, including, without limitation, contingent or
unascertained liabilities and obligations determined or otherwise reasonably
estimated to be due either by the Fund or a court of competent jurisdiction (the
"Liabilities"). The foregoing may be accomplished by use of one or more trusts
(including a liquidating trust), escrows, reserve funds, plans or other
arrangements as determined by the Fund or required by law (collectively, the
"Reserve Funds"), and the shareholders by adoption of this Plan do constitute
and appoint any agent or trustee under the arrangements provided by the Fund
pursuant to this Section 5 as the agent or trustee for the limited purposes
provided in the agreement in which such purposes are set forth.
6. DISTRIBUTIONS TO SHAREHOLDERS. Promptly after the Effective Time and from
time to time thereafter, the Fund, when and as declared by the Board, shall
distribute to shareholders of record as of the Effective Date, cash or other
assets (other than cash or other assets held in the Reserve Funds) and all other
properties held by it, by way of pro rata liquidating distributions to such
shareholders of the Fund. Cash and other assets held in the Reserve Funds
(including any income earned thereon) or the Liquidating Trust in excess of the
amounts required for the payment or discharge of the Fund's liabilities and
obligations shall be distributed to the shareholders at the time and under the
conditions set forth in the instruments establishing the Reserve Funds and the
Liquidating Trust.
A-2
<PAGE> 31
7. LIQUIDATING TRUST. If necessary, the Fund, as promptly as practicable, but
in any event within the Liquidation Period, shall (i) create and execute with
one or more trustees ("Trustees") selected by the Board, a liquidating trust
agreement (the "Liquidating Trust Agreement"), (ii) grant, assign, and convey to
the Trustees of the Liquidating Trust all rights of ownership of the Reserve
Funds and any other assets not yet distributed to shareholders, subject to all
of the Liabilities and (iii) distribute interests in the Liquidating Trust to
its Shareholders (the transactions contemplated by this Section 7, together with
the Initial Distribution, shall be referred as the "Liquidation").
(a) No distributions of any of the assets held by the Trustees of the
Liquidating Trust shall be made by the Trustees other than as provided by
the express terms and provisions of the Liquidating Trust Agreement, and no
assets held by the Trustees shall ever revert or be distributed to the Fund
or to any Shareholder, as such, other than a former Shareholder entitled
thereto as provided in the Liquidating Trust Agreement. Assets held in the
Liquidating Trust shall be distributed to the beneficiaries of the
Liquidating Trust at the time and under the conditions set forth in the
express terms and provisions of the Liquidating Trust Agreement.
(b) It is intended that the assignment of the assets to the Trustees of
the Liquidating Trust shall, subject to the terms and provisions of the
Liquidating Trust Agreement, constitute a final liquidating distribution by
the fund to its Shareholders of their pro rata interests in such assets, and
the Fund's Shareholders shall be the owners of the Liquidating Trust within
the meaning of Sections 671 through 679 of the Code.
8. RECORD OF DISSOLUTION. Immediately after the distribution of the Fund's
assets and the payment of the Fund's debts, the Fund shall terminate and the
Certificate of Designation pursuant to which the Fund was established shall be
rescinded and of no further force or effect. As soon as practicable after the
Effective Date of the liquidation and after the payment of all of the Fund's
debts, the Secretary of the Fund shall lodge among the records of the Fund this
Plan of Liquidation evidencing the fact of such liquidation and the termination
of the Fund.
9. AMENDMENT OR ABANDONMENT OF PLAN. The Fund may modify or amend this Plan at
any time without shareholder approval if it determines that such action would be
advisable and in the best interests of the Fund and its shareholders. If any
amendment or modification appears necessary and in the judgment of the Fund will
materially and adversely affect the interests of the shareholders or delay the
time at which distributions of the Fund's net assets will be made, such an
amendment or modification will be submitted to the shareholders for approval. In
addition, the Fund may abandon this Plan at any time prior to the filing of the
Plan among the records of the Fund if it determines that abandonment would be
advisable and in the best interests of the Fund and its shareholders and if
shares approve such abandonment in the same manner as they approved the adoption
of this Plan.
A-3
<PAGE> 32
[VAN KAMPEN FUNDS LOGO]
<PAGE> 33
PROXY
VAN KAMPEN SHORT-TERM GLOBAL INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Shares of VAN KAMPEN SHORT-TERM GLOBAL
INCOME FUND (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,
Oakbrook Terrace, Illinois 60181-5555, on , 1999 at 3:30
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.
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 , 1999.
Date , 1999
PLEASE SIGN IN BOX BELOW
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.
Signature(s) Title(s) if
applicable
<PAGE> 34
<TABLE>
<S> <C> <C> <C> <C>
1. The proposal to liquidate and dissolve the Fund pursuant to FOR AGAINST ABSTAIN
a Plan of Liquidation and Dissolution. [ ] [ ] [ ]
2. Authority to vote for the election as Trustees the nominees FOR ALL
named below: FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
J. Mile Branagan, Jerry D. Choate, Mitchell M. Merin, Linda
Hutton Heagy, R. Craig Kennedy, Jack E. Nelson, Richard F.
Powers III, Phillip B. Rooney, Fernando Sisto, Wayne W.
Whalen, Suzanne H. Woolsey and Paul G. Yovovich.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
CHECK "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S NAME ON THE
LINE BELOW.
------------------------------------------------------------
The proposal to ratify the selection of KPMG LLP as the
3. Fund's independent accountants. FOR AGAINST ABSTAIN
[ ] [ ] [ ]
To transact such other business as may properly come before
4. the Meeting. FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
<PAGE> 35
THREE EASY WAYS TO VOTE YOUR PROXY.
CHOOSE THE METHOD THAT'S MOST CONVENIENT FOR YOU
AND VOTE YOUR PROXY TODAY!
1. VOTE BY TELEPHONE. JUST CALL OUR DEDICATED TOLL-FREE PROXY VOTING
NUMBER.
1-888-221-0697
ENTER THE CONTROL NUMBER THAT APPEARS ON THE FRONT OF YOUR PROXY CARD AND
FOLLOW THE VOICE PROMPTS TO RECORD YOUR VOTE. TELEPHONE VOTING IS
AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. IF YOU HAVE RECEIVED MORE THAN
ONE PROXY CARD, EACH CARD HAS A DIFFERENT CONTROL NUMBER AND MUST BE VOTED
SEPARATELY. YOU CAN VOTE ALL OF YOUR CARDS ON THE SAME PHONE CALL.
2. VOTE ON THE INTERNET. LOG ON TO OUR PROXY VOTING WEBSITE.
WWW.PROXYWEB.COM
ENTER THE CONTROL NUMBER THAT APPEARS ON THE FRONT OF YOUR PROXY CARD AND
FOLLOW THE INSTRUCTIONS ON THE SCREEN. AGAIN, YOU MUST VOTE EACH CARD
SEPARATELY. YOU CAN VOTE ALL CARDS IN THE SAME SESSION.
3. VOTE BY MAIL. SIGN YOUR PROXY CARD(S) AND RETURN THEM IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
NOTE: IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR
PROXY CARD(S).
