<PAGE> PAGE 1
000 A000000 03/31/95
000 C000000 0000889521
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 A
001 A000000 AMERICAN CAPITAL US GOVERNMENT TRUST
001 B000000 811-06724
001 C000000 7139930500
002 A000000 2800 POST OAK BLVD.
002 B000000 HOUSTON
002 C000000 TX
002 D010000 77056
003 000000 N
004 000000 N
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008 A000001 VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT
008 B000001 A
008 C000001 801-8286
008 D010001 HOUSTON
008 D020001 TX
008 D030001 77056
011 A000001 VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS INC
011 B000001 8-19903
011 C010001 HOUSTON
011 C020001 TX
011 C030001 77056
012 A000001 ACCESS INVESTOR SERVICES, INC.
012 B000001 84-01621
012 C010001 KANSAS CITY
012 C020001 MO
012 C030001 64141
012 C040001 9256
013 A000001 PRICE WATERHOUSE LLP
013 B010001 HOUSTON
<PAGE> PAGE 2
013 B020001 TX
013 B030001 77002
015 A000001 STATE STREET BANK & TRUST CO.
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02110
015 E010001 X
018 000000 Y
019 A000000 Y
019 B000000 34
019 C000000 ACFHOUSTON
020 A000001 GREENWICH CAPITAL MARKETS, INC.
020 B000001 13-2697091
020 C000001 1
020 A000002 CREDIT AGRICOLE
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022 A000001 SALOMON BROTHERS, INC.
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022 C000001 733702
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022 A000002 LEHMAN BROTHERS INC.
022 B000002 13-2518466
022 C000002 618879
022 D000002 1019
022 A000003 BARRINGTON TRADING CO.
022 B000003 36-2942713
022 C000003 206771
022 D000003 294535
022 A000004 NATIONSBANK
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022 C000004 225161
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022 C000005 134980
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022 A000006 STATE STREET BANK & TRUST CO.
022 B000006 04-1867445
022 C000006 280410
022 D000006 0
<PAGE> PAGE 3
022 A000007 PAINEWEBBER INC.
022 B000007 13-2638166
022 C000007 123637
022 D000007 125327
022 A000008 MABON SECURITIES CORP.
022 B000008 13-5220060
022 C000008 72343
022 D000008 91907
022 A000009 MERRIL LYNCH & CO., INC.
022 B000009 13-5674085
022 C000009 34654
022 D000009 99745
022 A000010 SWISS BANK CORP. GOVERNMENT SECURITIES INC.
022 B000010 13-2639550
022 C000010 83875
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025 A000001 SALOMON BROTHERS, INC.
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<PAGE> PAGE 4
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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<PAGE> PAGE 8
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SIGNATURE TONYA LODEN
TITLE CONTROLLER
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000889521
<NAME> AC US GOVERNMENT TRUST-A
<SERIES>
<NUMBER> 1
<NAME> CLASS A SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 303,736,620
<INVESTMENTS-AT-VALUE> 298,786,240
<RECEIVABLES> 89,292,742
<ASSETS-OTHER> 9,222
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 388,088,204
<PAYABLE-FOR-SECURITIES> 76,951,114
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,268,427
<TOTAL-LIABILITIES> 80,219,541
<SENIOR-EQUITY> 375,158
<PAID-IN-CAPITAL-COMMON> 358,248,955
<SHARES-COMMON-STOCK> 8,722,927
<SHARES-COMMON-PRIOR> 9,214,660
<ACCUMULATED-NII-CURRENT> 555,349
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (49,425,657)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,885,142)
<NET-ASSETS> 307,868,663
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 14,321,327
<OTHER-INCOME> 0
<EXPENSES-NET> 2,691,342
<NET-INVESTMENT-INCOME> 11,629,985
<REALIZED-GAINS-CURRENT> (19,931,005)
<APPREC-INCREASE-CURRENT> 21,163,591
<NET-CHANGE-FROM-OPS> 12,862,571
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,875,981
<DISTRIBUTIONS-OF-GAINS> 44,467
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 599,147
<NUMBER-OF-SHARES-REDEEMED> 1,236,083
<SHARES-REINVESTED> 145,203
<NET-CHANGE-IN-ASSETS> (31,613,832)
<ACCUMULATED-NII-PRIOR> 606,758
<ACCUMULATED-GAINS-PRIOR> (29,298,096)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 951,722
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,691,342
<AVERAGE-NET-ASSETS> 72,159,645
<PER-SHARE-NAV-BEGIN> 8.17
<PER-SHARE-NII> .32
<PER-SHARE-GAIN-APPREC> 0.048
<PER-SHARE-DIVIDEND> .323
<PER-SHARE-DISTRIBUTIONS> .005
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.21
<EXPENSE-RATIO> 1.11
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>EXPENSE RATIO IS ANNUALIZED.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000889521
<NAME> AC US GOVERNMENT TRUST-B
<SERIES>
<NUMBER> 2
<NAME> CLASS B SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 25,031,076
<SHARES-COMMON-PRIOR> 27,750,108
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7,613,223
<DISTRIBUTIONS-OF-GAINS> 131,320
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 702,215
<NUMBER-OF-SHARES-REDEEMED> 3,808,275
<SHARES-REINVESTED> 387,028
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 211,920,441
<PER-SHARE-NAV-BEGIN> 8.17
<PER-SHARE-NII> .29
<PER-SHARE-GAIN-APPREC> .046
<PER-SHARE-DIVIDEND> .291
<PER-SHARE-DISTRIBUTIONS> .005
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.21
<EXPENSE-RATIO> 1.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>EXPENSE RATIO IS ANNUALIZED.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000889521
<NAME> AC US GOVERNMENT TRUST-C
<SERIES>
<NUMBER> 3
<NAME> CLASS C SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 3,761,772
<SHARES-COMMON-PRIOR> 4,591,915
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,192,190
<DISTRIBUTIONS-OF-GAINS> 20,769
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 338,103
<NUMBER-OF-SHARES-REDEEMED> 1,245,271
<SHARES-REINVESTED> 77,025
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 33,160,640
<PER-SHARE-NAV-BEGIN> 8.17
<PER-SHARE-NII> .29
<PER-SHARE-GAIN-APPREC> .046
<PER-SHARE-DIVIDEND> .291
<PER-SHARE-DISTRIBUTIONS> .005
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.21
<EXPENSE-RATIO> 1.88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>EXPENSE RATIO IS ANNUALIZED.
</FN>
</TABLE>
<PAGE> 1
Sub-item 77c is incorporated herein by reference to the proxy statement
of the Registrant filed with the SEC on October 24, 1994.
N-SAR ITEM 77C
a) A Special Meeting of Shareholders was held on December 16, 1994.
b) Inapplicable
c) The following was voted on at the meeting:
1) Approval of a new investment advisory agreement between the Registrant
and American Capital Asset Management, Inc. to take effect upon the
closing of the proposed acquisition of American Capital Management &
Research, Inc. by The Van Kampen Merritt Companies, Inc.
For 26,636,658.933 Against 366,208.072
---------------- -------------
d) Inapplicable
<PAGE> 1
Sub-item 77q(1e) is incorporated herein by reference (exhibit 5 to Form
N-1A of registrant, registration No. 33-49358, post-effective amendment
No.4, filed on January 25, 1995).
----------------------------------
AMERICAN CAPITAL U.S. GOVERNMENT TRUST FOR INCOME
By-laws
(As amended March 3, 1995)
----------------------------------
<PAGE> 2
AMERICAN CAPITAL U.S. GOVERNMENT TRUST FOR INCOME
By-Laws
Index
<TABLE>
Page No.
-------
<S> <C>
RECITALS......................................................... 1
ARTICLE 1 - SHAREHOLDERS AND SHAREHOLDERS' MEETINGS.............. 1
Section 1.1. Meetings....................................... 1
Section 1.2. Presiding Officer; Secretary................... 1
Section 1.3. Authority of Chairman of
Meeting to Interpret
Declaration and By-Laws............. 1
Section 1.4. Voting; Quorum................................. 2
Section 1.5. Inspectors..................................... 2
Section 1.6. Shareholders' Action
in Writing.......................... 2
ARTICLE 2 - TRUSTEES AND TRUSTEES' MEETINGS...................... 2
Section 2.1. Number of Trustees............................. 2
Section 2.2. Regular Meetings of Trustees................... 2
Section 2.3. Special Meetings of Trustees................... 3
Section 2.4. Notice of Meetings............................. 3
Section 2.5. Quorum......................................... 3
Section 2.6. Participation by Telephone..................... 3
Section 2.7. Location of Meetings........................... 3
Section 2.8. Votes.......................................... 3
Section 2.9. Rulings of Chairman............................ 4
Section 2.10. Trustees' Action in Writing.................... 4
Section 2.11. Resignations................................... 4
Section 2.12. Tenure of Trustees............................. 4
</TABLE>
<PAGE> 3
-ii-
<TABLE>
<S> <C>
ARTICLE 3 - OFFICERS.............................................. 4
Section 3.1. Officers of the Trust.......................... 4
Section 3.2. Time and Terms of Election.................... 4
Section 3.3. Resignation and Removal........................ 5
Section 3.4. Fidelity Bond................................. 5
Section 3.5. President..................................... 5
Section 3.6. Vice Presidents............................... 5
Section 3.7. Treasurer and Assistant Treasurers............ 5
Section 3.8. Controller and Assistant Controllers.......... 6
Section 3.9. Secretary and Assistant Secretaries........... 6
Section 3.10. Substitutions................................. 6
Section 3.11. Execution of Deeds, etc....................... 6
Section 3.12. Power to Vote Securities...................... 7
ARTICLE 4 - COMMITTEES...................................... 7
Section 4.1. Power of Trustees to
Designate Committees............... 7
Section 4.2. Rules for Conduct of
Committee Affairs.................. 7
Section 4.3. Trustees May Alter, Abolish, etc.,
Committees......................... 7
Section 4.4. Minutes; Review by Trustees................... 8
ARTICLE 5 - SEAL................................................ 8
ARTICLE 6 - SHARES.............................................. 8
Section 6.1. Issuance of Shares............................ 8
Section 6.2. Uncertificated Shares......................... 8
Section 6.3. Share Certificates............................ 8
Section 6.4. Lost, Stolen, etc., Certificates.............. 9
Section 6.5. Record Transfer of Pledged Shares............. 9
ARTICLE 7 - CUSTODIAN........................................... 9
</TABLE>
<PAGE> 4
-iii-
<TABLE>
<S> <C>
ARTICLE 8 - AMENDMENTS......................................... 10
Section 8.1. By-Laws Subject to Amendment................. 10
Section 8.2. Notice of Proposal to
Amend By-Laws Required............ 10
</TABLE>
<PAGE> 5
AMERICAN CAPITAL U.S. GOVERNMENT TRUST FOR INCOME
BY-LAWS
These Articles are the By-laws of American Capital U.S. Government Trust for
Income, a trust with transferable shares established under the laws of The
Commonwealth of Massachusetts (the "Trust"), pursuant to an Agreement and
Declaration of Trust of the Trust (the "Declaration") made the 24th day of June,
1992, and filed in the office of the Secretary of the Commonwealth. These
By-Laws have been adopted by the Trustees pursuant to the authority granted by
Section 3.1 of the Declaration.
All words and terms capitalized in these By-Laws, unless otherwise defined
herein, shall have the same meanings as they have in the Declaration.
ARTICLE 1
SHAREHOLDERS AND SHAREHOLDERS' MEETINGS
SECTION 1.1. Meetings. A meeting of the Shareholders of the Trust shall be
held whenever called by the Trustees and whenever election of a Trustee or
Trustees by Shareholders is required by the provisions of the 1940 Act. Meetings
of Shareholders shall also be called by the Trustees when requested in writing
by Shareholders holding at least ten percent (10%) of the Shares then
outstanding for the purpose of voting upon removal of any Trustee, or if the
Trustees shall fail to call or give notice of any such meeting of Shareholders
for a period of thirty (30) days after such application, then Shareholders
holding at least ten percent (10%) of the Shares then outstanding may call and
give notice of such meeting. Notice of Shareholders' meetings shall be given as
provided in the Declaration.
SECTION 1.2. Presiding Officer; Secretary. The President shall preside at
each Shareholders' meeting as chairman of the meeting, or in the absence of the
President, the Trustees present at the meeting shall elect one of their number
as chairman of the meeting. Unless otherwise provided for by the Trustees, the
Secretary of the Trust shall be the secretary of all meetings of Shareholders
and shall record the minutes thereof.
SECTION 1.3. Authority of Chairman of Meeting to Interpret Declaration and
By-Laws. At any Shareholders' meeting the chairman of the meeting shall be
empowered to determine the construction or interpretation of the Declaration or
these By-Laws, or any part thereof or hereof, and his ruling shall be final.
SECTION 1.4. Voting; Quorum. At each meeting of Shareholders, except as
otherwise provided by the Declaration,
<PAGE> 6
-2-
every holder of record of Shares entitled to vote shall be entitled to a number
of votes equal to the number of Shares standing in his name on the Share
register of the Trust. Shareholders may vote by proxy and the form of any such
proxy may be prescribed from time to time by the Trustees. A quorum shall exist
if the holders of a majority of the outstanding Shares of the Trust entitled to
vote without regard to Series are present in person or by proxy, but any lesser
number shall be sufficient for adjournments. At all meetings of the
Shareholders, votes shall be taken by ballot for all matters which may be
binding upon the Trustees pursuant to Section 7.1 of the Declaration. On other
matters, votes of Shareholders need not be taken by ballot unless otherwise
provided for by the Declaration or by vote of the Trustees, or as required by
the 1940 Act, but the chairman of the meeting may in his discretion authorize
any matter to be voted upon by ballot.
SECTION 1.5. Inspectors. At any meeting of Shareholders, the chairman of the
meeting may appoint one or more Inspectors of Election or Balloting to supervise
the voting at such meeting or any adjournment thereof. If Inspectors are not so
appointed, the chairman of the meeting may, and on the request of any
Shareholder present or represented and entitled to vote shall, appoint one or
more Inspectors for such purpose. Each Inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of Inspector of Election or Balloting, as the case may be, at such
meeting with strict impartiality and according to the best of his ability. If
appointed, Inspectors shall take charge of the polls and, when the vote is
completed, shall make a certificate of the result of the vote taken and of such
other facts as may be required by law.
SECTION 1.6. Shareholders' Action in Writing. Nothing in this Article 1
shall limit the power of the Shareholders to take any action by means of written
instruments without a meeting, as permitted by Section 7.6 of the Declaration.
ARTICLE 2
TRUSTEES AND TRUSTEES' MEETINGS
SECTION 2.1. Number of Trustees. There shall initially be one (1) Trustee,
and the number of Trustees shall thereafter be such number, authorized by the
Declaration, as from time to time shall be fixed by a vote adopted by a Majority
of the Trustees.
SECTION 2.2. Regular Meetings of Trustees. Regular meetings of the Trustees
may be held without call or notice at such places and at such times as the
Trustees may from time to time determine; provided, that notice of such
determination, and of the time, place and purposes of the first regular meeting
thereafter, shall be given to each absent Trustee in accordance with Section 2.4
hereof.
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SECTION 2.3. Special Meetings of Trustees. Special meetings of the Trustees
may be held at any time and at any place when called by the President or the
Treasurer or by two (2) or more Trustees, or if there shall be fewer than three
(3) Trustees, by any Trustee; provided, that notice of the time, place and
purposes thereof is given to each Trustee in accordance with Section 2.4 hereof
by the Secretary or an Assistant Secretary or by the officer or the Trustees
calling the meeting.
SECTION 2.4. Notice of Meetings. Notice of any regular or special meeting of
the Trustees shall be sufficient if given in writing to each Trustee, and if
sent by mail at least five (5) days, or by telegram, Federal Express or other
similar delivery service at least twenty-four (24) hours, before the meeting,
addressed to his usual or last known business or residence address, or if
delivered to him in person at least twenty-four (24) hours before the meeting.
Notice of a special meeting need not be given to any Trustee who was present at
an earlier meeting, not more than thirty-one (31) days prior to the subsequent
meeting, at which the subsequent meeting was called. Notice of a meeting may be
waived by any Trustee by written waiver of notice, executed by him before or
after the meeting, and such waiver shall be filed with the records of the
meeting Attendance by a Trustee at a meeting shall constitute a waiver of
notice, except where a Trustee attends a meeting for the purpose of protesting
prior thereto or at its commencement the lack of notice.
SECTION 2.5. Quorum; Presiding Officer. At any meeting of the Trustees, a
Majority of the Trustees shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice. Unless the Trustees shall otherwise elect, generally or in a
particular case, the President shall preside at each meeting of the Trustees as
chairman of the meeting or, in the absence of the President, the Trustees
present at the meeting shall elect one of their members as chairman of the
meeting.
SECTION 2.6. Participation by Telephone. One or more of the Trustees may
participate in a meeting thereof or of any Committee of the Trustees by means of
a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
SECTION 2.7. Location of Meetings. Trustees' meetings may be held at any
place, within or without Massachusetts.
SECTION 2.8. Votes. Voting at Trustees' meetings may be conducted orally, by
show of hands or, if requested by any Trustee, by written ballot. The results of
all voting shall be recorded by the Secretary in the minute book.
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SECTION 2.9. Rulings of Chairman. All other rules of conduct adopted and
used at any Trustees' meeting shall be determined by the chairman of such
meeting, whose ruling on all procedural matters shall be final.
SECTION 2.10. Trustees' Action in Writing. Nothing in this Article 2 shall
limit the power of the Trustees to take action by means of a written instrument
without a meeting, as provided in Section 4.2 of the Declaration.
SECTION 2.11. Resignations. Any Trustee may resign at any time by written
instrument signed by him and delivered to the President or the Secretary or to a
meeting of the Trustees. Such resignation shall be effective upon receipt unless
specified to be effective at some other time.
SECTION 2.12. Tenure of Trustees. Notwithstanding any other provision herein
to the contrary, through June 30, 1996, the term of office of each trustee shall
end at the time such trustee reaches the age of 76 1/2 or 74 1/2 for persons
first elected on or after January 1, 1986 as a trustee or director of any open
end investment company managed by Van Kampen American Capital Asset Management,
Inc. and on and after July 1, 1996 the term of office of each trustee shall end
at the time such trustee reaches the age of 76 1/2 or 72 1/2 for persons first
elected on or after January 1, 1986 as a trustee or director of any open end
investment company managed by Van Kampen American Capital Asset Management, Inc.
ARTICLE 3
OFFICERS
SECTION 3.1. Officers of the Trust. The officers of the Trust shall consist
of a President, a Treasurer and a Secretary, and may include one or more Vice
Presidents, Assistant Treasurers and Assistant Secretaries, and such other
officers as the Trustees may designate. Any person may hold more than one
office. No officer other than the President need be a Trustee.
SECTION 3.2. Time and Terms of Election. The President, the Treasurer and
the Secretary shall be elected by the Trustees at their first meeting and
thereafter at the annual meeting of the Trustees, as provided in Section 4.2 of
the Declaration. Such officers shall hold office until the next annual meeting
of the Trustees and until their successors shall have been duly elected and
qualified, and may be removed at any meeting by the affirmative vote of a
Majority of the Trustees. All other officers of the Trust may be elected or
appointed at any meeting of the Trustees. Such officers shall hold office for
any term, or indefinitely, as determined by the Trustees, and shall be subject
to removal, with or without cause, at any time by the Trustees.
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SECTION 3.3. Resignation and Removal. Any officer may resign at any time by
giving written notice to the Trustees. Such resignation shall take effect at the
time specified therein, and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. If the office
of any officer or agent becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise, the Trustees may
choose a successor, who shall hold office for the unexpired term in respect of
which such vacancy occurred. Except to the extent expressly provided in a
written agreement with the Trust, no officer resigning or removed shall have any
right to any compensation for any period following such resignation or removal,
or any right to damage on account of such removal.
SECTION 3.4. Fidelity Bond. The Trustees may, in their discretion, direct
any officer appointed by them to furnish at the expense of the Trust a fidelity
bond approved by the Trustees, in such amount as the Trustees may prescribe.
SECTION 3.5. President. The President shall be the chief executive officer
of the Trust and, subject to the supervision of the Trustees, shall have general
charge and supervision of the business, property and affairs of the Trust and
such other powers and duties as the Trustees may prescribe.
SECTION 3.6. Vice Presidents. In the absence or disability of the President,
the Vice President or, if there shall be more than one, the Vice Presidents in
the order of their seniority or as otherwise designated by the Trustees, shall
exercise all of the powers and duties of the President. The Vice Presidents
shall have the power to execute bonds, notes, mortgages and other contracts,
agreements and instruments in the name of the Trust, and shall do and perform
such other duties as the Trustees or the President shall direct.
SECTION 3.7. Treasurer and Assistant Treasurers. The Treasurer shall be the
chief financial officer of the Trust, and shall have the custody of the Trust's
funds and Securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Trust and shall deposit all moneys, and
other valuable effects in the name and to the credit of the Trust, in such
depositories as may be designated by the Trustees, taking proper vouchers for
such disbursements, shall have such other duties and powers as may be prescribed
from time to time by the Trustees, and shall render to the Trustees, whenever
they may require it, an account of all his transactions as Treasurer and of the
financial condition of the Trust. If no Controller is elected, the Treasurer
shall also have the duties and powers of the Controller, as provided in these
By-Laws. Any Assistant Treasurer shall have such duties and powers as shall be
prescribed from time to time by the Trustees or the Treasurer, and shall be
responsible to and shall report to the Treasurer. In the absence or disability
of the Treasurer, the Assistant Treasurer or, if there shall be more than one,
the Assistant
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Treasurers in the order of their seniority or as otherwise designated by the
Trustees, shall have the powers and duties of the Treasurer.
SECTION 3.8. Controller and Assistant Controllers. If a Controller is
elected, he shall be the chief accounting officer of the Trust and shall be in
charge of its books of account and accounting records and of its accounting
procedures, and shall have such duties and powers as are commonly incident to
the office of a controller, and such other duties and powers as may be
prescribed from time to time by the Trustees. The Controller shall be
responsible to and shall report to the Trustees, but in the ordinary conduct of
the Trust's business, shall be under the supervision of the Treasurer. Any
Assistant Controller shall have such duties and powers as shall be prescribed
from time to time by the Trustees or the Controller, and shall be responsible to
and shall report to the Controller. In the absence or disability of the
Controller, the Assistant Controller or, if there shall be more than one, the
Assistant Controllers in the order of their seniority or as otherwise designated
by the Trustees, shall have the powers and duties of the Controller.
SECTION 3.9. Secretary and Assistant Secretaries. The Secretary shall, if
and to the extent requested by the Trustees, attend all meetings of the
Trustees, any Committee of the Trustees and/or the Shareholders and record all
votes and the minutes of proceedings in a book to be kept for that purpose,
shall give or cause to be given notice of all meetings of the Trustees, any
Committee of the Trustees, and of the Shareholders and shall perform such other
duties as may be prescribed by the Trustees. The Secretary, or in his absence
any Assistant Secretary, shall affix the Trust's seal to any instrument
requiring it, and when so affixed, it shall be attested by the signature of the
Secretary or an Assistant Secretary. The Secretary shall be the custodian of the
Share records and all other books, records and papers of the Trust (other than
financial) and shall see that all books, reports, statements, certificates and
other documents and records required by law are properly kept and filed. In the
absence or disability of the Secretary, the Assistant Secretary or, if there
shall be more than one, the Assistant Secretaries in the order of their
seniority or as otherwise designated by the Trustees, shall have the powers and
duties of the Secretary.
SECTION 3.10. Substitutions. In case of the absence or disability of any
officer of the Trust, or for any other reason that the Trustees may deem
sufficient, the Trustees may delegate for the time being the powers or duties,
or any of them, of such officer to any other officer, or to any Trustee.
SECTION 3.11. Execution of Deeds, etc. Except as the Trustees may generally
or in particular cases otherwise authorize or direct, all deeds, leases,
transfers, contracts, proposals, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the Trust shall be signed or endorsed
on behalf of
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the Trust by the President or one of the Vice Presidents or the Treasurer.
SECTION 3.12. Power to Vote Securities. Unless otherwise ordered by the
Trustees, the Treasurer and the Secretary each shall have full power and
authority on behalf of the Trust to give proxies for and/or to attend and to act
and to vote at any meeting of stockholders of any corporation in which the Trust
may hold stock, and at any such meeting the Treasurer or the Secretary, as the
case may be, his proxy shall possess and may exercise any and all rights and
powers incident to the ownership of such stock which, as the owner thereof, the
Trust might have possessed and exercised if present. The Trustees, by resolution
from time to time, or, in the absence thereof, either the Treasurer or the
Secretary, may confer like powers upon any other person or persons as attorneys
and proxies of the Trust.
ARTICLE 4
COMMITTEES
SECTION 4.1. Power of Trustees to Designate Committees. The Trustees, by
vote of a Majority of the Trustees, may elect from their number an Executive
Committee and any other Committees and may delegate thereto some or all of their
powers except those which by law, by the Declaration or by these By-Laws may not
be delegated; provided, that the Executive Committee shall not be empowered to
elect the President, the Treasurer or the Secretary, to amend the By-Laws, to
exercise the powers of the Trustees under this Section 4.1 or under Section 4.3
hereof, or to perform any act for which the action of a Majority of the Trustees
is required by law, by the Declaration or by these By-Laws. The members of any
such Committee shall serve at the pleasure of the Trustees.
SECTION 4.2. Rules for Conduct of Committee Affairs. Except as otherwise
provided by the Trustees, each Committee elected or appointed pursuant to this
Article 4 may adopt such standing rules and regulations for the conduct of its
affairs as it may deem desirable, subject to review and approval of such rules
and regulations by the Trustees at the next succeeding meeting of the Trustees,
but in the absence of any such action or any contrary provisions by the
Trustees, the business of each Committee shall be conducted, so far as
practicable, in the same manner as provided herein and in the Declaration for
the Trustees.
SECTION 4.3. Trustees May Alter, Abolish, etc., Committees. The Trustees may
at any time alter or abolish any Committee, change the membership of any
Committee, or revoke, rescind or modify any action of any Committee or the
authority of any Committee with respect to any matter or class of matters;
provided, that no such action shall impair the rights of any third parties.
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SECTION 4.4. Minutes; Review by Trustees. Any Committee to which the
Trustees delegate any of their powers or duties shall keep records of its
meetings and shall report its actions to the Trustees.
ARTICLE 5
SEAL
The seal of the Trust shall consist of a flat-faced circular die with the
word "Massachusetts", together with the name of the Trust, the words "Trust
Seal", and the year of its organization cut or engraved thereon, but, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.
ARTICLE 6
SHARES
SECTION 6.1. Issuance of Shares. The Trustees may issue Shares of any or all
Series either in certificated or uncertificated form, they may issue
certificates to the holders of Shares of a Series which was originally issued in
uncertificated form, and if they have issued Shares of any Series in
certificated form, they may at any time discontinue the issuance of Share
certificates for such Series and may, by written notice to such Shareholders of
such Series require the surrender of their Share certificates to the Trust for
cancellation, which surrender and cancellation shall not affect the ownership of
Shares for such Series.
SECTION 6.2. Uncertificated Shares. For any Series of Shares for which the
Trustees issue Shares without certificates, the Trust or the Transfer Agent may
either issue receipts therefor or may keep accounts upon the books of the Trust
for the record holders of such Shares, who shall in either case be deemed, for
all purposes hereunder, to be the holders of such Shares as if they had received
certificates therefor and shall be held to have expressly assented and agreed to
the terms hereof and of the Declaration.
SECTION 6.3. Share Certificates. For any Series of Shares for which the
Trustees shall issue Share certificates, each Shareholder of such Series shall
be entitled to a certificate stating the number of Shares owned by him in such
form as shall be prescribed from time to time by the Trustees. Such certificate
shall be signed by the President or a Vice-President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the Trust.
Such signatures may be
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facsimiles if the certificate is countersigned by a Transfer Agent, or by a
Registrar, other than a Trustee, officer or employee of the Trust. In case any
officer who has signed or whose facsimile signature has been placed on such
certificate shall cease to be such officer before such certificate is issued, it
may be issued by the Trust with the same effect as if he were such officer at
the time of its issue.
SECTION 6.4. Lost, Stolen, etc., Certificates. If any certificate for
certificated Shares shall be lost, stolen, destroyed or mutilated, the Trustees
may authorize the issuance of a new certificate of the same tenor and for the
same number of Shares in lieu thereof. The Trustees shall require the surrender
of any mutilated certificate in respect of which a new certificate is issued,
and may, in their discretion, before the issuance of a new certificate, require
the owner of a lost, stolen or destroyed certificate, or the owner's legal
representative, to make an affidavit or affirmation setting forth such facts as
to the loss, theft or destruction as they deem necessary, and to give the Trust
a bond in such reasonable sum as the Trustees direct, in order to indemnify the
Trust.
SECTION 6.5. Record Transfer of Pledged Shares. A pledgee of Shares pledged
as collateral security shall be entitled to a new certificate in his name as
pledgee, in the case of certificated Shares, or to be registered as the holder
in pledge of such Shares in the case of uncertificated Shares; provided, that
the instrument of pledge substantially describes the debt or duty that is
intended to be secured thereby. Any such new certificate shall express on its
face that it is held as collateral security, and the name of the pledgor shall
be stated thereon, and any such registration of uncertificated Shares shall be
in a form which indicates that the registered holder holds such Shares in
pledge. After such issue or registration, and unless and until such pledge is
released, such pledgee and his successors and assigns shall alone be entitled to
the rights of a Shareholder, and entitled to vote such Shares.
ARTICLE 7
CUSTODIAN
The Trust shall at all times employ a bank or trust company having a
capital, surplus and undivided profits of at least Two Million Dollars
($2,000,000) as Custodian of the capital assets of the Trust. The Custodian
shall be compensated for its services by the Trust upon such basis as shall be
agreed upon from time to time between the Trust and the Custodian.
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ARTICLE 8
AMENDMENTS
SECTION 8.1. By-Laws Subject to Amendment. These By-Laws may be altered,
amended or repealed, in whole or in part, at any time by vote of the holders of
a majority of the Shares (or whenever there shall be more than one Series of
Shares, of the holders of a majority of the Shares of each Series) issued,
outstanding and entitled to vote. The Trustees, by vote of a Majority of the
Trustees, may alter, amend or repeal these By-Laws, in whole or in part,
including By-Laws adopted by the Shareholders, except with respect to any
provision hereof which by law, the Declaration or these By-Laws requires action
by the Shareholders. By-Laws adopted by the Trustees may be altered, amended or
repealed by the Shareholders.
SECTION 8.2. Notice of Proposal to Amend By-Laws Required. No proposal to
amend or repeal these By-Laws or to adopt new By-Laws shall be acted upon at a
meeting unless either (i) such proposal is stated in the notice or in the waiver
of notice, as the case may be, of the meeting of the Trustees or Shareholders at
which such action is taken, or (ii) all of the Trustees or Shareholders, as the
case may be, are present at such meeting and all agree to consider such proposal
without protesting the lack of notice.
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