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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:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commis-
sion Only (as permitted by Rule 14a-
6(e)(2))
[X] 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.
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- November 1999 -
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IMPORTANT NOTICE
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TO VAN KAMPEN SHORT-TERM GLOBAL
INCOME FUND SHAREHOLDERS
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QUESTIONS
& ANSWERS
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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.
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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 in
lieu of receiving cash in 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 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.
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ABOUT THE PROXY CARD
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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 THE LIQUIDATION AND DISSOLUTION OF THE FUND PURSUANT TO A PLAN OF
LIQUIDATION AND DISSOLUTION - mark "For," "Against" OR "Abstain"
ELECTION OF TRUSTEES - mark "For", "Withhold" or "For All Except". To withhold
authority to vote for any individual nominee, mark "For All Except" and write
nominee's name on the line provided.
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.
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PROXY
VAN KAMPEN SHORT-TERM GLOBAL INCOME FUND
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
For All
For All Withhold Except
1. Approval of the liquidation and / / / / / /
dissolution of the Fund pursuant to a
Plan of Liquidation and Dissolution.
For Against Abstain
2. Authority to vote for the election / / / / / /
as Trustees the nominees named
below:
XXXXXXXXX, XXXXXXXXX, XXXXXXXXXX
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To withhold authority to vote for any one or more individual nominees, check
the "For All Except" box and print the nominee's name on the line below.
For Against Abstain
3. The proposal to ratify the / / / / / /
selection of KPMG LLP
as the Fund's independent
accountants.
For Against Abstain
4. To transact such other / / / / / /
business as may properly
come before the Meeting.
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
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XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
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SAMPLE
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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 DECEMBER 15, 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 December 15, 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
October 27, 1999 are entitled to notice of, and to vote at, the Meeting and any
adjournment thereof.
A. THOMAS SMITH III
Vice President and Secretary
November 9, 1999
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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 selection of independent public accountants of the
Fund.
YOUR VOTE IS IMPORTANT.
PLEASE VOTE YOUR SHARES PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
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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 DECEMBER 15, 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 December 15, 1999, at
3:30 p.m. The approximate mailing date of this Proxy Statement and accompanying
form of proxy is November 10, 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 27, 1999 (the "Record Date"). As of the
Record Date, the Fund had 5,449,069 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 purpose of the Meeting is to approve the liquidation and
dissolution of the Fund. Shareholders also are being asked 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 comprising the Trust will participate in a
joint special meeting of shareholders held concurrently with the Meeting at
which shareholders of the Fund
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and shareholders of the other series of the Trust will vote together 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.
- FOR ratification of the selection of 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 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
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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 another proposal if such proposal receives 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. The control number is
used to match proxies with shareholders' respective accounts and to ensure that,
if multiple proxies are executed, shares are voted in accordance with the proxy
bearing the latest date. 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, such as
requiring the control number from the proxy card in order to vote by either of
these methods, 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" and will have the same
effect as votes "Against" on Proposal 1. Broker non-votes are considered not
cast and are not treated as votes "For" or "Against" on Proposals 2 and 3. 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
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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 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.
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PROPOSAL 1: LIQUIDATING AND DISSOLVING THE FUND PURSUANT TO A PLAN OF
LIQUIDATION AND DISSOLUTION
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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 a
high level of 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 27, 1999, the Fund had net assets of approximately $38.3 million.
Advisory Corp. has recommended that the Fund be liquidated and dissolved. The
reasons for the recommendation include, among other reasons, the Fund's
historical and anticipated sales activity, the Fund's diminishing net assets
during the past several years, and the changes in the global securities and
currencies markets, particularly changes in western European markets, which
Advisory Corp. believes result in 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
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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, after analyzing factors presented by
management and considering other alternatives to liquidating the Fund, the
Fund's Board of Trustees, 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
Upon approval of the Liquidation Plan by the Fund's shareholders, 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 then current net asset value, 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 liquidating 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.
Shareholders on the date of the Plan's approval by the Fund's shareholders are
entitled to the liquidating distributions, and such shareholders will no longer
be able to redeem shares of the Fund. Shareholders may continue to redeem or
exchange shares of the Fund up to the business day before the Plan is approved
by shareholders consistent with the Fund's current prospectus. In the event that
a large number of shareholders redeem or exchange their Fund shares prior to the
Fund's liquidation and dissolution, the Fund's yield and liquidating
distributions to remaining shareholders would be adversely affected as fixed
costs of the Fund are spread over a smaller asset base.
Each shareholder may elect to receive his or her proportionate share of such
liquidating distribution(s) in cash or, in lieu or receiving cash, in shares of
one or more other Van Kampen funds. Liquidating distributions will not be
subject to any sales charges. Shareholders not making an election prior to the
date of a liquidating distribution will receive such distribution in cash
without the imposition of any sales charges. Shareholders electing to receive
liquidating distribution(s) in shares of
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another Van Kampen fund will receive Class A shares of such fund at the
applicable net asset value per share on the date of such distribution without
the imposition of any sales charge. Shareholders electing to receive liquidating
distributions in shares of another Van Kampen fund should obtain and read the
current prospectus for such fund prior to electing this option. A prospectus of
any of the Van Kampen funds may be obtained from any authorized dealer of Van
Kampen funds or the Distributor. The Distributor sponsors the Van Kampen Reserve
Fund (the "Reserve Fund"), a money market fund with an investment objective to
seek protection of capital and high current income, which shareholders may wish
to consider for temporary investment purposes in connection with exchanges to
and from other Van Kampen funds.
Liquidating distributions received in cash or in shares of another Van Kampen
fund are a taxable sale event to shareholders and may result in a taxable gain
or loss to shareholders. The election to receive a liquidating distribution in
shares of another Van Kampen fund is treated for federal income tax purposes as
a sale of Fund shares and a purchase of the other fund. This sale may result in
a taxable gain or loss to such shareholder.
Advisory Corp. seeks to make liquidating distributions to shareholders
promptly after the Liquidation Plan is approved by shareholders. The exact date
of the liquidating 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, the
Fund's 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
liquidating 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
or otherwise, 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 shareholders. The expenses of any such trust will be charged against
the liquidating 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
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prepare and file, in a timely manner, any and all required income tax returns
and other documents and instruments.
In preparation for the orderly liquidation and dissolution of the Fund, the
Fund may, but currently has no intention to, discontinue 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
a letter for the purpose of determining the shareholder's election of receiving
liquidating distributions in cash or, in lieu of cash, in Class A shares of
another Van Kampen fund. Shareholders whose shares are held in the name of their
broker or other financial institution will receive any distributions through
their nominee firms.
FEDERAL INCOME TAX CONSEQUENCES
PAYMENT BY THE FUND OF LIQUIDATING 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 liquidating 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 liquidating distribution(s) he or she receives
(regardless of whether the shareholder elects to receive cash or receive shares
of another Van Kampen fund). 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 liquidating 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 liquidating
distribution.
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<PAGE> 13
As of June 30, 1999, the Fund had $63,433,029 in net capital loss
carryforwards that could be used to offset current or future capital gains. The
Fund had $60,918 in unrealized capital gains and $3,154,483 in unrealized
capital losses 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 apply such gains against current
losses and net capital loss carryforwards. Any remaining capital losses and
capital loss carryforwards that are not used by offsetting capital gains
realized upon liquidation will be lost, and the benefit of such capital losses
and 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 (or such capital loss carryforwards could expire pursuant to
applicable tax laws).
The Fund generally will be required to withhold tax at the rate of 31% with
respect to any liquidating distribution 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.
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 liquidating distribution, as well as any tax
consequences under any applicable state, local or foreign law and any proposed
tax law changes.
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, which is defined
under 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. The Board of Trustees of the Fund has unanimously
approved the proposed Liquidation Plan 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 LIQUIDATION PLAN.
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PROPOSAL 2: ELECTING TRUSTEES
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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 and 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 of the
Trust. 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.
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 Management. Mr. Powell was formerly the Chairman and Director of Van
Kampen Investments, 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.
9
<PAGE> 15
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/Director of each
1632 Morning Mountain Road of the funds in the Fund Complex (defined
Raleigh, NC 27614 below). Co- founder, and prior to August
Age: 67 1996, Chairman, Chief 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/Director of each of the
18 E. Dundee Road, Suite 101 funds in the Fund Complex. Prior to January
Barrington, IL 60010 1999, Chairman and Chief Executive Officer
Age: 61 of The 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 & Struggles, an
Sears Tower executive search firm. Trustee/Director of
233 South Wacker Drive each of the funds in the Fund Complex. Prior
Suite 7000 to 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.
R. Craig Kennedy.................. President and Director, German Marshall Fund
11 DuPont Circle, N.W of the United States. Trustee/Director of
Washington, DC 20016 each of the funds in the Fund Complex.
Age: 47 Formerly, advisor to the Dennis Trading
Group Inc. Prior to 1992, President and
Chief Executive Officer, Director and Member
of the Investment Committee of the Joyce
Foundation, a private foundation.
</TABLE>
10
<PAGE> 16
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
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: 46 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. Trustee of
certain funds in the Fund Complex.
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 in the State of Florida. President
and owner, Nelson Ivest Brokerage Services
Inc., a member of the National Association
of Securities Dealers, Inc. and Securities
Investors Protection Corp. Trustee/Director
of each of the funds in the Fund Complex.
</TABLE>
11
<PAGE> 17
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
Richard F. Powers III*............ Chairman, Director, President and Chief
1 Parkview Plaza Executive Officer of Van Kampen Investments.
P.O. Box 5555 Chairman, Director and Chief Executive
Oakbrook Terrace, IL 60181 Officer of Advisory Corp., Van Kampen Asset
Age: 53 Management Inc. ("Asset Management"), Van
Kampen Management Inc. ("Management Inc."),
and the Distributor. Director and officer of
certain other subsidiaries of Van Kampen
Investments. President of each of the funds
in the Fund Complex. Trustee of certain
Funds in the Fund Complex and other open-end
and closed-end funds advised Asset
Management, Advisory Corp. or Management
Inc. 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 (since 1997) and Director
One ServiceMaster Way (since 1994) of The ServiceMaster Company, a
Downers Grove, IL 60515 business and consumer services company.
Age: 55 Director of Illinois Tool Works, Inc., a
manufacturing company, and the Urban
Shopping Centers Inc., a retail mall
management company. Trustee, University of
Notre Dame. Trustee/Director of each of the
funds in the Fund Complex. Prior to 1998,
Director of Stone Smurfit Container Corp., a
paper manufacturing company. From 1996 to
1997, he was President, Chief Executive
Officer and Chief Operating Officer of Waste
Management, Inc., an environmental services
company and from 1984 through 1996, he was
President and Chief Operating Officer of
Waste Management, Inc.
Fernando Sisto.................... Emeritus Professor. Prior to 1996, a George
155 Hickory Lane M. Bond Chaired Professor with Stevens
Closter, NJ 07624 Institute of Technology and prior to 1995,
Age: 75 Dean of the Graduate School, Stevens
Institute of Technology. Director, Dynalysis
of Princeton, a firm engaged in engineering
research. Trustee/Director of each of the
funds in the Fund Complex.
</TABLE>
12
<PAGE> 18
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
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 Management Inc. Trustee/Director 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
Management Inc.
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, since 1993. Director of
Age: 57 Neurogen Corporation, a pharmaceutical
company, since 1998. 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/Director 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. From 1980 through 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: 46 Customer Services, Inc., a provider of
outsourced customer contact services.
Trustee/Director 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.
</TABLE>
13
<PAGE> 19
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
INCUMBENT TRUSTEES NOT STANDING
FOR REELECTION:
Richard M. DeMartini*............. Chairman and Chief Executive Officer of
Two World Trade Center International Private Client Group, a
66th Floor business unit of Morgan Stanley Dean Witter
New York, New York 10048 & Co. which encompasses all of the firm's
Age: 47 activities relating to the gathering of
investment assets and sale of securities to
individual investors internationally, since
December 1998. President and Chief Operating
Officer Individual Asset Management Group
and Director of Dean Witter Reynolds Inc.
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., Morgan
Stanley Dean Witter Distributors Inc.,
Morgan Stanley Dean Witter Trust FSB 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/Director of other
funds in the Fund Complex. Prior to March
1999, Chairman, Chief Executive Officer, and
President 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. 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>
14
<PAGE> 20
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------
<S> <C>
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: 60 of Trustees of the Houston Museum of Natural
Science. Trustee/Director of certain funds
in the Fund Complex. 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.
(predecessor of Van Kampen Investments).
Prior to November 1996, President, Chief
Executive Officer and Director of VK/AC
Holding, Inc. (predecessor of Van Kampen
Investments).
</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
Fund by reason of his firm currently acting as legal counsel to the Fund.
Messrs. Merin and Powers are interested persons of the Fund 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
Fund and Advisory Corp. by reason of their current or former positions with
Morgan Stanley Dean Witter or its affiliates.
During the Fund's fiscal period ended March 31, 1999, the Board of Trustees
held 11 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,
15
<PAGE> 21
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
65 operating funds in the Fund Complex. The "Fund Complex" consists of those
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
16
<PAGE> 22
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 meetings.
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 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.
17
<PAGE> 23
Additional information regarding compensation and benefits for trustees is set
forth below. The columns in the table below provide information for differing
time periods as is 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 COMPLEX 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(1).............. 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(1)........... 0 0 60,000 0
Paul G. Yovovich(1)............. 1,619 0 60,000 25,300
</TABLE>
- ---------------
(1) Trustees not eligible for compensation are not included in the Compensation
Table. 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 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 a full year
information to report.
(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
18
<PAGE> 24
those funds selected by the Non-Affiliated 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 periods 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) 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 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.
19
<PAGE> 25
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
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.
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
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.
20
<PAGE> 26
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
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
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.
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
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>
21
<PAGE> 27
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 and 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 THE SELECTION OF 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. As of the date
hereof, 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.
22
<PAGE> 28
- ------------------------------------------------------------------------------
OTHER INFORMATION
- ------------------------------------------------------------------------------
EXECUTIVE OFFICERS OF THE FUND
<TABLE>
<CAPTION>
NAME AND AGE POSITION WITH THE FUND* SERVED SINCE
- ------------ ----------------------- ------------
<S> <C> <C>
Richard F. Powers III President May 1999
Age: 53
Dennis J. McDonnell Executive Vice July 1990
Age: 57 President
and Chief Investment
Officer
A. Thomas Smith III Vice President and May 1999
Age: 42 Secretary
Michael H. Santo Vice President August 1999
Age: 44
Peter W. Hegel Vice President July 1990
Age: 43
Stephen L. Boyd Vice President October 1998
Age: 59
John L. Sullivan Vice President, Chief July 1990
Age: 44 Financial Officer and
Treasurer
Curtis W. Morell Vice President and January 1996
Age: 53 Chief Accounting
Officer
Edward C. Wood III Vice President July 1990
Age: 44
Tanya M. Loden Controller January 1996
Age: 40
</TABLE>
* Each executive officer is serving a term of office of one year or until a
successor is duly elected or appointed.
23
<PAGE> 29
SHAREHOLDER INFORMATION
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 October 21, 1999 are set forth
below:
<TABLE>
<CAPTION>
OWNERSHIP AT CLASS OF PERCENTAGE
NAME AND ADDRESS OF HOLDER OCTOBER 21, 1999 SHARES OWNERSHIP
- -------------------------- ---------------- -------- ----------
<S> <C> <C> <C>
Edward Jones, Co........................ 5,211,917 A 8.12%
Attn: Mutual Fund
Shareholder Accounting
201 Progress Parkway
Maryland Hts., MD 63043-3009
Southwest Securities, Inc............... 214,594 B 5.62%
FBO 33196578
P.O. Box 509002
Dallas, TX 75250-9002
Donaldson Lufkin Jenrette Securities
Corp., Inc............................ 40,381 C 9.13%
P.O. Box 2062
Jersey City, NJ 07303-2052
</TABLE>
As of the most recent practicable date prior to the date of this proxy
statement, nominees to the Board of Trustees of the Fund owned, directly or
beneficially, the following number of Class A Shares of the Fund: Mr. Whalen
owned 954 Shares, Mr. Kennedy owned 176 Shares and Mr. Branagan owned 134
Shares. The nominees and executive officers as a group owned less than 1% of the
Fund's outstanding shares.
- ------------------------------------------------------------------------------
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 its 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
$10,000.
- ------------------------------------------------------------------------------
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,
24
<PAGE> 30
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.
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
November 9, 1999
25
<PAGE> 31
ANNEX A
FORM OF
PLAN OF LIQUIDATION AND DISSOLUTION
OF
VAN KAMPEN SHORT-TERM GLOBAL INCOME FUND
This PLAN OF LIQUIDATION AND DISSOLUTION (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 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 one year after the
Effective Date 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 the extent the Fund cannot dispose of any such asset or
assets prior to expiration of
A-1
<PAGE> 32
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 of the Plan,
the Fund's investment adviser shall use all commercially reasonable efforts to
assert, prosecute, reduce to judgment, settle and collect all claims of the Fund
(the "Claims") . 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 Date 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.
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 ("Liquidation Trustees") selected by the Board, a
liquidating trust
A-2
<PAGE> 33
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
any initial distributions to shareholders, shall be referred as the
"Liquidation").
(a) No distributions of any of the assets held by the Liquidation
Trustees of the Liquidating Trust shall be made by the Liquidation Trustees
other than as provided by the express terms and provisions of the
Liquidating Trust Agreement, and no assets held by the Liquidation 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 Liquidation
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
Internal Revenue Code of 1986, as amended (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> 34
[VAN KAMPEN FUNDS LOGO]
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STG
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<PAGE> 35
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 December 15, 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 DECEMBER 15, 1999.
PLEASE DATE AND SIGN THIS CARD ON
THE REVERSE SIDE. YOUR PROXY CARD
IS NOT VALID UNLESS IT IS SIGNED.
<PAGE> 36
<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>
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> 37
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).
