<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:
[ ] 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.
<PAGE> 2
- October 2000 -
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IMPORTANT NOTICE
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TO VAN KAMPEN STRATEGIC
INCOME FUND SHAREHOLDERS
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QUESTIONS
& ANSWERS
--------------------------------------------------------------------------------
Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the issue to be voted on.
--------------------------------------------------------------------------------
Q WHY AM I RECEIVING THIS PROXY STATEMENT?
A The purpose of this proxy statement is to seek shareholder approval of a
plan of liquidation and dissolution for your Fund.
Q HOW WILL APPROVAL OF THIS PROPOSAL 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. Liquidating distributions will not be subject to any sales
charges. Shareholders should carefully read and consider the discussion of
the proposal in the proxy statement.
Q WILL MY VOTE MAKE A DIFFERENCE?
A Yes. Your vote is needed to ensure that the proposal 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" the plan of liquidation and dissolution.
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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Q WHERE DO I CALL FOR MORE INFORMATION?
A Please call Van Kampen Investor Services at 1-800-341-2911 from 7:00 a.m.
to 7:00 p.m. Central time, Monday through Friday.
ABOUT THE PROXY CARD
Please vote on this proposal 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".
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.
SAMPLE
PROXY
VAN KAMPEN STRATEGIC INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
For All Withhold Abstain
1. To approval the liquidation and
dissolution of the Fund pursuant to a [ ] [ ] [ ]
Plan of Liquidation and Dissolution.
2. 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
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
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VAN KAMPEN STRATEGIC
INCOME FUND
1 PARKVIEW PLAZA
OAKBROOK TERRACE, ILLINOIS 60181-5555
TELEPHONE (800) 341-2911
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 6, 2000
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 Strategic
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 6, 2000, at 3:00 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 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 6, 2000 are entitled to notice of, and to vote at, the Meeting and any
adjournment thereof.
A. THOMAS SMITH III
Vice President and Secretary
October 17, 2000
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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 (WHEN
AVAILABLE) TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO
THE FUND BY CALLING (800) 341-2911 OR BY WRITING TO THE FUND AT 1 PARKVIEW
PLAZA, P.O. BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555.
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 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.
YOUR VOTE IS IMPORTANT.
PLEASE VOTE YOUR SHARES PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
<PAGE> 6
VAN KAMPEN STRATEGIC
INCOME FUND
1 PARKVIEW PLAZA
OAKBROOK TERRACE, ILLINOIS 60181-5555
TELEPHONE (800) 341-2911
PROXY STATEMENT FOR THE
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 6, 2000
This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Board") of Van Kampen Strategic 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 6, 2000, at
3:00 p.m. The approximate mailing date of this Proxy Statement and accompanying
form of proxy is October 20, 2000.
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 6, 2000 (the "Record Date"). As of the
Record Date, the Fund had 7,368,005 Shares issued and outstanding. Shareholders
of the Fund on the Record Date are entitled to one vote per Share with respect
to any proposal submitted to the shareholders of the Fund, with no Share having
cumulative voting rights.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT
AND THE MOST RECENT SEMIANNUAL REPORT SUCCEEDING THE ANNUAL REPORT (WHEN
AVAILABLE) TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO
THE FUND BY CALLING (800) 341-2911 OR BY WRITING TO THE FUND AT 1 PARKVIEW
PLAZA, P.O. BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555.
<PAGE> 7
SUMMARY
THE PROPOSAL The purpose of the Meeting is to seek shareholders'
approval of the liquidation and dissolution of the
Fund pursuant to a Plan of Liquidation and
Dissolution (the "Proposal"). For further
information, see "Proposal: Liquidating and
Dissolving the Fund Pursuant to a Plan of
Liquidation and Dissolution."
SHAREHOLDER VOTE
REQUIREMENT The voting requirement to approve the Proposal is
the "vote of the majority of the outstanding voting
securities" of the Fund, which is defined by the
Investment Company Act of 1940, as amended, 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. All Shares of the Fund will vote
together as a single class on the Proposal.
HOW TO CAST YOUR VOTE Shareholders may vote in any one of four ways:
(i) via the internet, (ii) by telephone, (iii) by
mail, by returning the enclosed ballot, or (iv) in
person at the Meeting. For further information, see
"Voting and Meeting Requirements."
CONSEQUENCES TO
SHAREHOLDERS 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 cash, in shares
of one or more Van Kampen funds. Liquidating
distributions will not be subject to any sales
charges. For further information, see "Description
of the Liquidation Plan and Related Transactions."
FEDERAL INCOME TAX
CONSEQUENCES TO
SHAREHOLDERS The receipt of a liquidating distribution in cash or
in shares of another Van Kampen fund is a taxable
event to shareholders and may result in a taxable
gain or loss to shareholders. You are urged to
consult your own tax adviser. For further
information, see "Federal Income Tax Consequences."
BOARD RECOMMENDATION The Board of Trustees recommends that you vote
FOR the Proposal of Liquidation and Dissolution.
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<PAGE> 8
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PROPOSAL: LIQUIDATING AND DISSOLVING THE FUND PURSUANT TO A PLAN OF LIQUIDATION
AND DISSOLUTION
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INTRODUCTION
At a meeting held September 12, 2000, the Board of Trustees of the Fund
considered and unanimously approved the recommendation of the Fund's investment
adviser, Van Kampen Investment Advisory Corp. ("Advisory Corp."), that the Fund
be liquidated and dissolved. The Board of Trustees also directed Advisory Corp.
to prepare a Plan of Liquidation and Dissolution of the Fund (the "Liquidation
Plan") to be submitted for shareholder approval. A copy of the form of
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's primary investment objective is to seek to provide its shareholders
with high current income. The Fund has a secondary objective of seeking capital
appreciation. Advisory Corp. seeks to achieve the investment objectives by
investing primarily in a portfolio of income securities selected from the
following market sectors: U.S. government securities; domestic investment-grade
income securities; domestic lower-grade income securities; foreign
investment-grade income securities; and foreign lower-grade income securities.
Investments are allocated among these sectors based on evaluations of the
relative investment opportunities and investment risks presented by each sector
as determined from time to time by the Fund's investment adviser. The Fund
commenced investment operations in December 1993. As of September 30, 2000, the
Fund had net assets of approximately $76 million.
Advisory Corp. has recommended that the Fund be liquidated and dissolved. The
reasons for the recommendation include, among other reasons, the Fund's
inability to achieve an efficient operating level of net assets and the Fund's
limited prospects for future growth because of past performance and/or weak
market demand for this type of fund. Advisory Corp. believes that it would be in
the best interests of the Fund shareholders to approve the liquidation and
dissolution of the Fund.
At its September 12, 2000 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
3
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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 of 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 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
4
<PAGE> 10
funds or the Distributor. The receipt of a liquidating distribution in cash or
in shares of another Van Kampen fund is a taxable sale event to shareholders and
may result in a taxable gain or loss to shareholders. A shareholder who elects
to receive a liquidating distribution in shares of another Van Kampen fund is
treated for federal income tax purposes as selling his or her Fund shares and
purchasing shares of the other fund.
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 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.
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Prior to completion of the liquidation, the Fund will send to its shareholders
a letter for the purpose of determining the shareholder's election to receive
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 the
shareholders' 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 not be
required to pay federal income taxes on any investment company taxable income or
net capital gain (the excess of net long-term capital gain over net short-term
capital loss) it distributes to shareholders.
The payment of liquidating distributions will be a taxable event to
shareholders. Each shareholder will be treated as having sold his or her Fund
shares for an amount equal to the liquidating distribution(s) he or she receives
(including assets of the Liquidating Trust and regardless of whether the
shareholder elects to receive cash or shares of another Van Kampen fund). Each
shareholder may 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. All income, gain,
loss, deduction and expense of a liquidating trust (if any) will be attributed
to, and reported by, the former Fund shareholders in accordance with their
proportionate interests in any such liquidating trust.
As of December 31, 1999, the Fund had approximately $14,000,000 of accumulated
capital loss carryforwards that could be used to offset current or future
capital gains. The Fund had approximately $3,700,000 in unrealized capital gains
and approximately $11,500,000 in unrealized capital losses as of March 31, 2000.
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 capital loss carryforwards. Any
remaining capital
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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(s) 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 they are not subject to backup withholding.
The foregoing summary is generally limited to the material federal income tax
consequences to shareholders who are United States persons as determined for
U.S. federal income tax purposes. This summary does not address all of the tax
consequences that may be relevant to a particular shareholder or to shareholders
subject to special treatment under U.S. federal income tax law. Furthermore,
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(s), as well as any tax consequences under any applicable state,
local or foreign tax law.
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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VOTING AND MEETING REQUIREMENTS
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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
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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. The Fund employs
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 it
considers to be reasonable to confirm that the instructions received are
genuine. If reasonable procedures are employed, the Fund will not 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" the
Proposal. Abstentions and broker non-votes (i.e., where a nominee, such as a
broker, holding shares for beneficial owners responds but does not vote on a
proposal because the nominee lacks beneficial owner direction or does not
exercise discretionary authority) do not constitute votes "For" and will have
the same effect as votes "Against" on the 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 the Proposal described in this 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 the Proposal
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies on the
Proposal, 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 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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SHAREHOLDER INFORMATION
------------------------------------------------------------------------------
The persons who, to the knowledge of the Fund, owned beneficially more than 5%
of a class of the Fund's outstanding Shares as of October 6, 2000 are set forth
below:
<TABLE>
<CAPTION>
OWNERSHIP AT CLASS OF PERCENTAGE
NAME AND ADDRESS OF HOLDER OCTOBER 6, 2000 SHARES OWNERSHIP
-------------------------- ---------------- -------- ----------
<S> <C> <C> <C>
Van Kampen Trust Company 238,386 A 8.08%
2800 Post Oak Blvd. 228,104 B 5.79%
Houston, TX 77056
Edward Jones & Co. 1,073,692 A 36.41%
Attn Mutual Fund 365,651 B 9.28%
Shareholder Accounting
201 Progress Pkwy
Maryland Hts., MO 63043-3009
MLPF&S for the Sole Benefit of Its 393,182 B 9.98%
Customers
Attn Fund Administration 97FU6
4800 Deer Lake Dr E 2nd Fl
Jacksonville, FL 32248-6484
</TABLE>
As of October 6, 2000, the Trustees and executive officers as a group owned
less than 1% of the Fund's outstanding shares.
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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 PFPC Global Fund Services
("PFPC"), a solicitation firm located in Boston, Massachusetts that has been
engaged to assist in proxy solicitations. The estimated cost of PFPC for
mailing, solicitation and tabulation of shareholder votes is approximately
$6,000.
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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.
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GENERAL
------------------------------------------------------------------------------
Van Kampen Investment Advisory Corp. is the Fund's investment adviser. 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 1 Parkview
Plaza, P. O. Box 5555, Oakbrook Terrace, Illinois 60181-5555. The principal
business address of Investor Services is 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.
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, 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
October 17, 2000
10
<PAGE> 16
ANNEX A
FORM OF
PLAN OF LIQUIDATION AND DISSOLUTION
OF
VAN KAMPEN STRATEGIC INCOME FUND
This PLAN OF LIQUIDATION AND DISSOLUTION (the "Plan") of VAN KAMPEN STRATEGIC
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
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<PAGE> 17
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> 18
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 Liquidating Trust will constitute a
liquidating trust that is owned by the Fund's former shareholders for
federal income tax purposes. Accordingly, for federal income tax purposes,
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,
followed by such shareholders' contribution of their pro rata interests in
such assets to the Liquidating Trust.
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.
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<PAGE> 19
[VAN KAMPEN FUNDS LOGO]
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<PAGE> 20
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE
INTERNET
CALL TOLL-FREE
1-888-221-0697 OR LOG
ON TO WWW.PROXYWEB.COM
*** CONTROL NUMBER: 999 999 999 999 99 *** Please fold and detach card at
perforation before mailing.
PROXY
VAN KAMPEN STRATEGIC INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Shares of VAN KAMPEN STRATEGIC INCOME
FUND (the "Fund") hereby appoints Richard F. Powers, III, A.
Thomas Smith III and Sara L. Badler, 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 6, 2000 at
3:00 p.m., and any and all adjournments thereof (the "Meeting"),
and thereat to vote all Shares which the undersigned would be
entitled to vote, with all powers the undersigned would possess
if personally present, in accordance with the following
instructions.
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.
The undersigned hereby acknowledges receipt of the accompanying
Notice of Meeting and Proxy Statement for the Meeting to be held
on December 6, 2000.
PLEASE SIGN IN BOX BELOW
Date , 2000
Signature(s) Title(s) if
applicable
Please sign this Proxy
exactly as your name or
names appear on the books of
the Fund. When signing as
attorney, trustee, executor,
administrator, custodian,
guardian or corporate
officer, please give full
title. If shares are held
jointly, each holder should
sign.
<PAGE> 21
PLEASE DATE AND SIGN THIS CARD ON THE REVERSE SIDE. YOUR PROXY CARD IS NOT VALID
UNLESS IT IS SIGNED.
Please fold and detach card at perforation before mailing.
<TABLE>
<S> <C> <C> <C> <C>
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" THE
PROPOSAL DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING.
Please vote by filling in the appropriate boxes below.
1. To approve the liquidation and dissolution of the Fund FOR AGAINST ABSTAIN
pursuant to a Plan of Liquidation and Dissolution. [ ] [ ] [ ]
2. To transact such other business as may properly come before
the Meeting.
</TABLE>
<PAGE> 22
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).
