-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CCIfSMerfvOu/shBAEBX+GjdPREuySj321VL0iKWWoYNRVrgw0oHY9jSLgjnAPpE r13QNE733dmNMhqoYRE5Og== 0000950124-95-001643.txt : 19981229 0000950124-95-001643.hdr.sgml : 19981229 ACCESSION NUMBER: 0000950124-95-001643 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950721 FILED AS OF DATE: 19950602 DATE AS OF CHANGE: 19981228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN MERRITT U S GOVERNMENT TRUST /IL/ CENTRAL INDEX KEY: 0000739714 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-03950 FILM NUMBER: 95544452 BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLZ STREET 2: C/O VAN KAMPEN MERRITT CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 7086846000 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL U S GOVERNMENT TRUST DATE OF NAME CHANGE: 19951219 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT U S GOVERNMENT TRUST /IL/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT U S GOVERNMENT FUND INC DATE OF NAME CHANGE: 19880831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN MERRITT MONEY MARKET TRUST /IL CENTRAL INDEX KEY: 0000704169 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-03514 FILM NUMBER: 95544443 BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLAZA CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 7086846000 FORMER COMPANY: FORMER CONFORMED NAME: INDEPENDENT CASHFLOW TRUST DATE OF NAME CHANGE: 19860325 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MONETARY RESERVE FUND INC DATE OF NAME CHANGE: 19841225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN MERRITT TAX FREE FUND /IL/ CENTRAL INDEX KEY: 0000774556 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-04386 FILM NUMBER: 95544453 BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLZ CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 7086846000 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL TAX FREE TRUST DATE OF NAME CHANGE: 19951219 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT TAX FREE FUND /IL/ DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN MERRITT TRUST /IL CENTRAL INDEX KEY: 0000791069 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-04629 FILM NUMBER: 95544444 BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLZ CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 7086846000 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL TRUST DATE OF NAME CHANGE: 19951219 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT TRUST /IL DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT TRUST DATE OF NAME CHANGE: 19860915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN MERRITT TAX FREE MONEY FUND CENTRAL INDEX KEY: 0000795927 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-04718 FILM NUMBER: 95544445 BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLZ CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 7086846000 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL TAX FREE MONEY FUND DATE OF NAME CHANGE: 19951219 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT TAX FREE MONEY FUND DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN MERRITT EQUITY TRUST CENTRAL INDEX KEY: 0000799180 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-04805 FILM NUMBER: 95544446 BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLZ CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 7086846000 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL EQUITY TRUST/ DATE OF NAME CHANGE: 19960326 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT EQUITY TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT GROWTH & INCOME FUND DATE OF NAME CHANGE: 19880817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN KAMPEN MERRITT PENNSYLVANIA TAX FREE INCOME FUND CENTRAL INDEX KEY: 0000809592 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-04983 FILM NUMBER: 95544454 BUSINESS ADDRESS: STREET 1: ONE PARKVIEW PLZ CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 7086846000 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME FUN DATE OF NAME CHANGE: 19951219 FORMER COMPANY: FORMER CONFORMED NAME: VAN KAMPEN MERRITT PENNSYLVANIA TAX FREE INCOME FUND DATE OF NAME CHANGE: 19920703 DEF 14A 1 DEFINITIVE PROXY STATEMENT 1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Co-Registrants /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / /Preliminary Proxy Statement / /Confidential, for Use of the Com- mission 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 MERRITT U.S. GOVERNMENT TRUST (811-3950) VAN KAMPEN MERRITT TAX FREE FUND (811-4386) VAN KAMPEN MERRITT PENNSYLVANIA TAX FREE INCOME FUND (811-4983) VAN KAMPEN MERRITT EQUITY TRUST (811-4805) VAN KAMPEN MERRITT TRUST (811-4629) VAN KAMPEN MERRITT TAX FREE MONEY FUND (811-4718) VAN KAMPEN MERRITT MONEY MARKET TRUST (811-3514) (Names of Co-Registrants as Specified in Their Charters) Payment of Filing Fee (Check the appropriate box): / / $125 per each Co-Registrant (an aggregate of $875 for the Co-Registrants listed above) per Item 22(a)(2) of Schedule 14A. /X/ Fee paid previously with preliminary materials. 2 Dear Van Kampen Merritt Fund Shareholder: Each proxy card enclosed in this envelope represents your voting privilege in a separate Van Kampen Merritt Fund. We have grouped your proxy cards together for your convenience and to reduce postage expenses. The meeting date for your Fund is July 21, 1995. Please sign all proxy cards and return them in the postage-paid envelope included with this material. We appreciate your prompt return of your proxy cards. 3 June 2, 1995 Dear Van Kampen Merritt Fund Shareholder: As you may know, the merger of The Van Kampen Merritt Companies, Inc., the parent of your Fund(s) investment adviser, and American Capital Management & Research, Inc. was completed in late December 1994 and the combined entity was renamed Van Kampen American Capital, Inc. As part of our continuing effort to maximize the merger's benefit to Fund shareholders, we are proposing several items related to your Fund(s), including board consolidations and business reorganizations. The attached proxy statement seeks shareholder approval on these items. While we encourage you to carefully read the full proxy statement, we have created a brief question-and-answer section for your convenience. Your vote is important and your participation in the affairs of your Fund(s) does make a difference. The proposals have been approved by the Trustees of the Fund(s), who recommend you vote "FOR APPROVAL" on these proposals. YOUR IMMEDIATE RESPONSE WILL HELP SAVE ON THE COSTS OF ADDITIONAL SOLICITATIONS. EACH FUND VOTES SEPARATELY, SO PLEASE SIGN AND RETURN ALL YOUR FUND PROXY FORMS. We look forward to your participation, and we thank you for your continued confidence in Van Kampen American Capital. PLEASE SIGN AND RETURN YOUR PROXY CARD(S) IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Sincerely, Don G. Powell Chief Executive Officer 4 INFORMATION ABOUT YOUR PROXY STATEMENT Q. WHY AM I RECEIVING THIS PROXY STATEMENT? A. Federal securities laws require a vote by Fund shareholders whenever there are certain changes in a Fund's business or organizational documents. Among the proposed items your Fund is seeking shareholder approval on are: - consolidation of the Van Kampen Merritt and American Capital fund boards - reorganization and conversion of each of the Van Kampen Merritt funds organized (with the exception of the Pennsylvania Tax Free Income Fund) as a Massachusetts business trust into a Delaware business trust. - amendment and restatement of the Declaration of Trust for the Pennsylvania Tax Free Income Fund. Please refer to the proxy statement for a detailed explanation of the proposed items. Q. HOW WILL THIS AFFECT MY ACCOUNT? A. Your Fund's investment objective(s) and shares will not change. You can expect the same management expertise and high quality shareholder service you've grown accustomed to. By consolidating the Van Kampen Merritt and American Capital fund boards, you will be able to take advantage of additional shareholder privileges such as exchangeability of shares between Van Kampen Merritt funds and American Capital funds. Additionally, by reorganizing the funds into Delaware business trusts, you will benefit from greater protection from certain liabilities related to the Fund. The reorganization of your Fund into a Delaware business trust will not affect the investment objective, investment policies or tax status of your Fund. Q. WHY DO I NEED TO VOTE? A. Your vote is needed to ensure that a majority of shareholders is represented at the shareholder meeting, so that the proposals can be acted upon. Your immediate response to this proxy will help save on the costs of any further solicitations for a shareholder vote. We encourage all shareholders to participate in the affairs of their Fund(s). Q. HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE? A. After careful consideration, the board members of your Fund unanimously recommend that you vote "FOR APPROVAL" on all the items proposed on the enclosed proxy card(s). 5 Q. WHERE DO I MAIL MY PROXY CARD(S)? A. You may use the enclosed postage-paid envelope or mail your proxy card(s) to: Proxy Tabulator P.O. Box 9111 Hingham, MA 02043 Q. WHO DO I CALL IF I HAVE QUESTIONS? A. We will be happy to answer your questions about the proxy solicitation. Please call us at 1-800-341-2911 between 7:00 a.m. and 7:00 p.m. Central time, Monday through Friday. 6 VAN KAMPEN MERRITT U.S. GOVERNMENT FUND VAN KAMPEN MERRITT TAX FREE HIGH INCOME FUND VAN KAMPEN MERRITT MUNICIPAL INCOME FUND VAN KAMPEN MERRITT LIMITED TERM MUNICIPAL INCOME FUND VAN KAMPEN MERRITT CALIFORNIA INSURED TAX FREE FUND VAN KAMPEN MERRITT FLORIDA INSURED TAX FREE INCOME FUND VAN KAMPEN MERRITT NEW JERSEY TAX FREE INCOME FUND VAN KAMPEN MERRITT NEW YORK TAX FREE INCOME FUND VAN KAMPEN MERRITT PENNSYLVANIA TAX FREE INCOME FUND VAN KAMPEN MERRITT HIGH YIELD FUND VAN KAMPEN MERRITT SHORT-TERM GLOBAL INCOME FUND VAN KAMPEN MERRITT ADJUSTABLE RATE U.S. GOVERNMENT FUND VAN KAMPEN MERRITT STRATEGIC INCOME FUND VAN KAMPEN MERRITT EMERGING MARKETS INCOME FUND VAN KAMPEN MERRITT GROWTH AND INCOME FUND VAN KAMPEN MERRITT UTILITY FUND VAN KAMPEN MERRITT BALANCED FUND VAN KAMPEN MERRITT TAX FREE MONEY FUND VAN KAMPEN MERRITT MONEY MARKET FUND ONE PARKVIEW PLAZA OAKBROOK TERRACE, ILLINOIS 60181 TELEPHONE (800) 341-2911 NOTICE OF JOINT MEETING OF SHAREHOLDERS TO BE HELD JULY 21, 1995 TO THE SHAREHOLDERS OF EACH OF THE FUNDS LISTED BELOW: Notice is hereby given to the holders of shares of beneficial interest, without par value (collectively, the "Shares"), of each of: Van Kampen Merritt U.S. Government Fund (the "Government Fund"), a sub-trust of Van Kampen Merritt U.S. Government Trust, a Massachusetts business trust (the "Government Trust"); Van Kampen Merritt Tax Free High Income Fund (the "Tax Free High Income Fund"), Van Kampen Merritt Municipal Income Fund (the "Municipal Income Fund"), Van Kampen Merritt Limited Term Municipal Income Fund (the "Limited Term Municipal Fund"), Van Kampen Merritt California Insured Tax Free Fund (the "California Fund"), Van Kampen Merritt Florida Insured Tax Free Income Fund (the "Florida Fund"), Van Kampen Merritt New Jersey Tax Free Income Fund (the "New Jersey Fund") and Van Kampen Merritt New York Tax Free Income Fund (the "New York Fund"), each of which is a sub-trust of Van Kampen Merritt Tax Free Fund, a Massachusetts business trust (the "Tax Free Trust"); Van Kampen Merritt Pennsylvania Tax Free Income Fund (the "Pennsylvania Fund"), a Pennsylvania trust; Van Kampen Merritt High Yield Fund (the "High Yield Fund"), Van Kampen Merritt Short-Term Global Income Fund (the "Global Fund"), Van Kampen Merritt Adjustable Rate U.S. Government Fund (the "Adjustable Rate Fund"), Van Kampen Merritt Strategic Income Fund (the "Strategic Income Fund"), and Van Kampen Merritt Emerging Markets Income Fund (the "Emerging Markets Fund"), each of which is a sub-trust of Van Kampen Merritt Trust, a Massachusetts business trust (the "VKM Trust"); Van 7 Kampen Merritt Growth and Income Fund (the "Growth and Income Fund"), Van Kampen Merritt Utility Fund (the "Utility Fund") and Van Kampen Merritt Balanced Fund (the "Balanced Fund"), each of which is a sub-trust of Van Kampen Merritt Equity Trust, a Massachusetts business trust (the "Equity Trust"); Van Kampen Merritt Tax Free Money Fund (the "Tax Free Money Fund"), a Massachusetts business trust; and Van Kampen Merritt Money Market Fund (the "Money Market Fund"), a series of Van Kampen Merritt Money Market Trust, a Massachusetts business trust (the "Money Market Trust") (collectively, the Government Fund, Tax Free High Income Fund, Municipal Income Fund, Limited Term Municipal Fund, California Fund, Florida Fund, New Jersey Fund, New York Fund, Pennsylvania Fund, High Yield Fund, Global Fund, Adjustable Rate Fund, Strategic Income Fund, Emerging Markets Fund, Growth and Income Fund, Utility Fund, Balanced Fund, Tax Free Money Fund and Money Market Fund are hereinafter referred to as the "VK Funds") (collectively, the Government Trust, Tax Free Trust, Pennsylvania Fund, VKM Trust, Equity Trust, Tax Free Money Fund and Money Market Trust are hereinafter referred to as the "VK Trusts") that a Joint Meeting of the Shareholders of the Funds (the "Meeting") will be held at the Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, Illinois 60521, on Friday, July 21, 1995, at 2:30 p.m., for the following purposes: 1. For each VK Fund (except the Pennsylvania Fund), to approve or disapprove such VK Fund's reorganization and conversion to a Delaware business trust (or series thereof); 2. For the Pennsylvania Fund, to approve or disapprove the amendment and restatement of its Agreement and Declaration of Trust; 3. For each VK Trust, to elect fifteen trustees to serve until their respective successors are duly elected and qualified; 4. For the Global Fund, to approve or disapprove a change in the fundamental investment policy with respect to the concentration of its investments; 5. For each VK Fund, to ratify or reject the selection of KPMG Peat Marwick LLP as independent public accountants for its current fiscal year; and 6. To transact such other business as may properly come before the Meeting. Holders of record of the Shares of each of the VK Funds at the close of business on May 26, 1995 are entitled to notice of, and to vote at, the Meeting and any adjournment thereof. By order of the Board of Trustees RONALD A. NYBERG, Vice President and Secretary June 2, 1995 8 EACH OF THE VK FUNDS WILL FURNISH, WITHOUT CHARGE, A COPY OF THE MOST RECENT ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY) TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO VAN KAMPEN AMERICAN CAPITAL FUNDS BY CALLING (800) 341-2911 OR BY WRITING TO THE RESPECTIVE VK FUND, ONE PARKVIEW PLAZA, OAKBROOK TERRACE, ILLINOIS 60181. SHAREHOLDERS OF EACH OF THE VK FUNDS ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD WITH RESPECT TO EACH VK FUND IN WHICH YOU WERE A SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN IT, AND RETURN SUCH CARD(S) 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 MAIL YOUR PROXY PROMPTLY. MANAGEMENT OF EACH RESPECTIVE VK FUND RECOMMENDS THAT YOU CAST YOUR VOTE: - FOR APPROVAL OF THE REORGANIZATION AND CONVERSION OF EACH VK FUND (EXCEPT THE PENNSYLVANIA FUND) INTO A DELAWARE BUSINESS TRUST (OR SERIES THEREOF); - FOR APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE AGREEMENT AND DECLARATION OF TRUST OF THE PENNSYLVANIA FUND; - IN FAVOR OF THE NOMINEES FOR THE BOARD OF TRUSTEES LISTED IN THE PROXY STATEMENT WITH RESPECT TO EACH VK TRUST; - FOR APPROVAL OF A CHANGE IN THE FUNDAMENTAL INVESTMENT POLICY REGARDING THE CONCENTRATION OF INVESTMENTS WITH RESPECT TO THE GLOBAL FUND; AND - FOR THE RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR OF EACH VK FUND. YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY NO MATTER HOW MANY SHARES YOU OWN. 9 PROXY STATEMENT VAN KAMPEN MERRITT U.S. GOVERNMENT FUND VAN KAMPEN MERRITT TAX FREE HIGH INCOME FUND VAN KAMPEN MERRITT MUNICIPAL INCOME FUND VAN KAMPEN MERRITT LIMITED TERM MUNICIPAL INCOME FUND VAN KAMPEN MERRITT CALIFORNIA INSURED TAX FREE FUND VAN KAMPEN MERRITT FLORIDA INSURED TAX FREE INCOME FUND VAN KAMPEN MERRITT NEW JERSEY TAX FREE INCOME FUND VAN KAMPEN MERRITT NEW YORK TAX FREE INCOME FUND VAN KAMPEN MERRITT PENNSYLVANIA TAX FREE INCOME FUND VAN KAMPEN MERRITT HIGH YIELD FUND VAN KAMPEN MERRITT SHORT-TERM GLOBAL INCOME FUND VAN KAMPEN MERRITT ADJUSTABLE RATE U.S. GOVERNMENT FUND VAN KAMPEN MERRITT STRATEGIC INCOME FUND VAN KAMPEN MERRITT EMERGING MARKETS INCOME FUND VAN KAMPEN MERRITT GROWTH AND INCOME FUND VAN KAMPEN MERRITT UTILITY FUND VAN KAMPEN MERRITT BALANCED FUND VAN KAMPEN MERRITT TAX FREE MONEY FUND VAN KAMPEN MERRITT MONEY MARKET FUND ONE PARKVIEW PLAZA OAKBROOK TERRACE, ILLINOIS 60181 TELEPHONE (800) 341-2911 JOINT MEETING OF SHAREHOLDERS JULY 21, 1995 This Proxy Statement is furnished in connection with the solicitation by the Boards of Trustees (the "VK Board") of each of the VK Trusts (defined below) of proxies to be voted at a Joint Meeting of Shareholders (the "Meeting") of the VK Funds (defined below), to be held at the Hyatt Regency Oak Brook, York Room- Lower Level, 1909 Spring Road, Oak Brook, Illinois 60521, on Friday, July 21, 1995, at 2:30 p.m. Any and all adjournments of the Meeting will be held at Van Kampen American Capital, Inc., One Parkview Plaza, Oakbrook Terrace, Illinois 60181. The approximate mailing date of this Proxy Statement and accompanying form of proxy is June 2, 1995. Participating in the Meeting are holders of common shares of beneficial interest, without par value (collectively, the "Shares"), of each of: Van Kampen Merritt U.S. Government Trust, a Massachusetts business trust (the "Government Trust"), on behalf of its sub-trust Van Kampen Merritt U.S. Government Fund (the "Government Fund"); Van Kampen Merritt Tax Free Fund, a Massachusetts business trust (the "Tax Free Trust"), on behalf of its sub-trusts Van Kampen 10 Merritt Tax Free High Income Fund (the "Tax Free High Income Fund"), Van Kampen Merritt Municipal Income Fund ("the "Municipal Income Fund"), Van Kampen Merritt Limited Term Municipal Income Fund (the "Limited Term Municipal Fund"), Van Kampen Merritt California Insured Tax Free Fund (the "California Fund"), Van Kampen Merritt Florida Insured Tax Free Income Fund (the "Florida Fund"), Van Kampen Merritt New Jersey Tax Free Income Fund (the "New Jersey Fund") and Van Kampen Merritt New York Tax Free Income Fund (the "New York Fund"); Van Kampen Merritt Pennsylvania Tax Free Income Fund, a Pennsylvania trust (the "Pennsylvania Fund"); Van Kampen Merritt Trust, a Massachusetts business trust (the "VKM Trust"), on behalf of its sub-trusts Van Kampen Merritt High Yield Fund (the "High Yield Fund"), Van Kampen Merritt Short-Term Global Income Fund (the "Global Fund"), Van Kampen Merritt Adjustable Rate U.S. Government Fund (the "Adjustable Rate Fund"), Van Kampen Merritt Strategic Income Fund (the "Strategic Income Fund") and Van Kampen Merritt Emerging Markets Income Fund (the "Emerging Markets Fund"); Van Kampen Merritt Equity Trust, a Massachusetts business trust (the "Equity Trust"), on behalf of its sub-trusts Van Kampen Merritt Growth and Income Fund (the "Growth and Income Fund"), Van Kampen Merritt Utility Fund (the "Utility Fund") and Van Kampen Merritt Balanced Fund (the "Balanced Fund"); Van Kampen Merritt Tax Free Money Fund, a Massachusetts business trust (the "Tax Free Money Fund"); and Van Kampen Merritt Money Market Trust, a Massachusetts business trust (the "Money Market Trust") on behalf of its series Van Kampen Merritt Money Market Fund (the "Money Market Fund"). Collectively, the Government Trust, Tax Free Trust, Pennsylvania Fund, VKM Trust, Equity Trust, Tax Free Money Fund and Money Market Trust are hereinafter referred to as the "VK Trusts". Collectively, the Government Fund, Tax Free High Income Fund, Municipal Income Fund, Limited Term Municipal Fund, California Fund, Florida Fund, New Jersey Fund, New York Fund, Pennsylvania Fund, High Yield Fund, Global Fund, Adjustable Rate Fund, Strategic Income Fund, Emerging Markets Fund, Growth and Income Fund, Utility Fund, Balanced Fund, Tax Free Money Fund, Money Market Fund and Van Kampen Merritt Insured Tax Free Income Fund (the "Insured Fund"), a sub-trust of the Tax Free Trust, are hereinafter referred to as the "VK Funds". The Meeting is scheduled as a joint meeting of the respective shareholders of the VK Funds, excluding the Insured Fund, because the shareholders of each of the VK Funds, excluding the Insured Fund, are expected to consider and vote on similar matters. The VK Board has determined that the use of a joint Proxy Statement for the Meeting is in the best interest of the shareholders of each of the VK Funds, excluding the Insured Fund. In the event that any shareholder of any VK Fund present at the Meeting objects to the holding of a joint meeting and moves for an adjournment of the meeting of such VK Fund to a time immediately 2 11 after the Meeting, so that such VK Fund's meeting may be held separately, the persons named as proxies will vote in favor of such adjournment. Except as described below in connection with the election of trustees of each respective VK Trust, shareholders of each VK Fund will vote separately on each of the proposals relating to their VK Fund, and an unfavorable vote on a proposal by the shareholders of one VK Fund will not affect the implementation of such a proposal by another VK Fund if the proposal is approved by the shareholders of that VK Fund. The shareholders of the Insured Fund, a sub-trust of the Tax Free Trust, will meet separately to vote on proposals substantially identical to Proposals 1, 3 and 5 set forth herein. The VK Board has determined that it is in the best interest of shareholders of the Insured Fund to meet separately. The votes of shareholders of the Insured Fund will be combined with the votes of shareholders of Tax Free High Income Fund, Municipal Income Fund, Limited Term Municipal Income Fund, California Fund, Florida Fund, New Jersey Fund and New York Fund, the other sub-trusts of the Tax Free Trust, with respect to the proposed election of the nominees set forth in Proposal 3 to the Board of Trustees of the Tax Free Trust. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Abstentions do not constitute votes "for" or "against" a matter and will be disregarded in determining the "votes cast" on an issue. Broker non-votes (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominees do not have discretionary power) will be treated the same as abstentions. Except for the Money Market Trust, a majority of the outstanding Shares entitled to vote on a proposal must be present in person or by proxy to have a quorum to conduct business at the Meeting. For the Money Market Trust, one-third of the outstanding Shares entitled to vote on a proposal 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. Unless instructions to the contrary are marked, Shares represented by a proxy will be voted "FOR" each proposal as to which it is entitled to vote. The VK Board has fixed the close of business on May 26, 1995, as the record date (the "Record Date") for the determination of holders of Shares of each VK Fund entitled to vote at the Meeting. Shareholders of a VK Fund on the Record Date will be entitled to one vote with respect to each proposal submitted to the shareholders of such VK Fund for each Share of such VK Fund then held, with no Share having cumulative voting rights. 3 12 The following table summarizes each proposal to be presented at the Meeting and the VK Funds solicited with respect to such proposal:
PROPOSAL AFFECTED TRUSTS/FUNDS ------------------------------------------- ------------------------ 1. Reorganization and Conversion to a Delaware Each VK Fund, except the Business Trust (or series thereof) Pennsylvania Fund 2. Amendment and Restatement of Agreement and Pennsylvania Fund only Declaration of Trust 3. Election of Trustees Each VK Trust (1) 4. Amendment of Fundamental Investment Policy Global Fund only 5. Ratification of Independent Public Each VK Fund Accountants
- - --------------- (1) The shareholders of all of the VK Funds organized under a VK Trust vote together as a single class on this proposal. EACH OF THE VK FUNDS WILL FURNISH, WITHOUT CHARGE, A COPY OF THE MOST RECENT ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY) TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO VAN KAMPEN AMERICAN CAPITAL FUNDS BY CALLING (800) 341-2911 OR BY WRITING TO THE RESPECTIVE VK FUND, ONE PARKVIEW PLAZA, OAKBROOK TERRACE, ILLINOIS 60181. 4 13 At the close of business on May 26, 1995, there were issued and outstanding Shares of each of the VK Funds, excluding the Insured Fund, set forth below:
CLASS A SHARES CLASS B SHARES CLASS C SHARES CLASS D SHARES VK FUND NAME OUTSTANDING OUTSTANDING OUTSTANDING OUTSTANDING - - ------------------------- -------------- -------------- -------------- -------------- Government Fund.......... 206,639,400 31,358,446 805,067 N/A Tax Free High Income Fund................... 43,620,685 8,600,786 491,647 147,213 Municipal Income Fund.... 34,371,681 11,201,014 294,164 70,144 Limited Term Municipal Fund................... 1,623,700 1,722,448 495,205 N/A California Fund.......... 8,312,155 1,138,125 171,684 N/A Florida Fund............. 681,935 902,182 2,907 N/A New Jersey Fund.......... 292,936 482,747 21,598 N/A New York Fund............ 279,126 639,229 16,186 N/A Pennsylvania Fund........ 12,631,997 2,466,016 162,421 N/A High Yield Fund.......... 27,257,388 5,623,754 194,668 N/A Global Fund.............. 10,123,833 17,758,594 22,410 N/A Adjustable Rate Fund..... 610,470 2,057,007 303,875 N/A Strategic Income Fund.... 2,430,165 4,421,312 148,112 N/A Emerging Markets Fund.... 420,100 140,100 140,100 N/A Growth and Income Fund... 2,597,373 1,688,404 73,315 N/A Utility Fund............. 3,826,445 6,168,585 93,211 N/A Balanced Fund............ 310,167 427,428 47,105 N/A Tax Free Money Fund...... 32,471,954 N/A N/A N/A Money Market Fund........ 22,212,671 6,621,386 N/A N/A
The persons who, to the knowledge of the VK Funds, owned beneficially more than 5% of a class of a VK Fund's outstanding Shares as of May 19, 1995 are set forth at Appendix A hereto. VOTING Unless specified otherwise, all Shares of a VK Fund affected by a proposal will vote together as a single class on such proposal. The voting requirement for passage of a particular proposal depends on the nature of the particular proposal. With respect to Proposal 1, the affirmative vote of a majority of the Shares of the respective VK Fund (excluding the Money Market Fund and Pennsylvania Fund) present in person or by proxy at the Meeting and entitled to vote on the proposal is required to approve the reorganization of the respective VK Fund. With respect to the Money Market Fund, the favorable vote of the holders of more than 50% of the outstanding Shares entitled to vote is required to approve the reorganization of the Money Market Fund. Proposal 1 is not applicable to the Pennsylvania Fund. 5 14 With respect to Proposal 2, a vote of not less than a majority of the Shares of the Pennsylvania Fund is required to approve the proposed Amended and Restated Agreement and Declaration of Trust. With respect to Proposal 3, the Shares of all the VK Funds organized as sub- trusts or series of a VK Trust shall vote together as a single class of such VK Trust and an affirmative vote of a plurality of the Shares of a VK Trust, voting together as a single class, is required to elect the trustees of such VK Trust. With respect to the Tax Free Trust, Shares of the Tax Free High Income Fund, Municipal Income Fund, Limited Term Municipal Fund, California Fund, Florida Fund, New Jersey Fund and New York Fund will vote together as a single class, together with the Shares of the Insured Fund, who will vote at a separate meeting. With respect to the VKM Trust, Shares of the High Yield Fund, Global Fund, Adjustable Rate Fund, Strategic Income and Emerging Markets Fund will vote together as a single class. With respect to the Equity Trust, Shares of the Growth and Income Fund, Utility Fund, and Balanced Fund will vote together as a single class. With respect to Proposal 4, a vote of the "majority of the outstanding voting securities" is required which shall mean the lesser of (i) 67% or more of the voting securities of the Global Fund entitled to vote thereon present in person or by proxy at the Meeting, if holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Global Fund entitled to vote thereon. With respect to Proposal 5, an affirmative vote of a majority of the Shares of a VK Fund (excluding the Money Market Fund) present in person or by proxy is necessary to ratify the selection of the independent public accountants for such fund. With respect to the Money Market Fund, an affirmative vote of a majority of the Shares of the Money Market Fund cast is necessary to ratify the selection of the independent public accountants for such fund. On the matters coming before the Meeting as to which a choice has been specified by the Shareholders by means of the ballot on the proxy, the Shares will be voted accordingly. The VK Board recommends that you cast your vote: - FOR APPROVAL of the reorganization and conversion of each VK Fund (except the Pennsylvania Fund) to a Delaware business trust (or series thereof); - FOR APPROVAL of the amendment and restatement of the Agreement and Declaration of Trust of the Pennsylvania Fund; - IN FAVOR of the nominees for the Boards of Trustees listed in this Proxy Statement with respect to each VK Trust; 6 15 - FOR APPROVAL of a change in the fundamental investment policy regarding the concentration of investments with respect to the Global Fund; - FOR the ratification of the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal year of each VK Fund. Shareholders who execute proxies may revoke them at any time before they are voted by filing with the respective VK Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person. The VK Funds know of no business other than that mentioned in proposals one through five 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 a quorum is present at the Meeting but sufficient votes to approve any of the proposals with respect to one or more VK Funds or VK Trusts are not received, the persons named as proxies may propose one or more adjournments of the meeting of the concerned VK Fund or VK Trust to permit further solicitation of proxies provided they determine that such an adjournment and additional solicitation is reasonable and in the interest of shareholders based on a consideration of all relevant factors, including the nature of the relevant proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation. - - ------------------------------------------------------------------------------ BACKGROUND FOR PROPOSALS 1, 2 AND 3 - - ------------------------------------------------------------------------------ On December 20, 1994, The Van Kampen Merritt Companies, Inc. acquired from The Travelers Inc. all of the outstanding capital stock of American Capital Management & Research, Inc., the parent company of American Capital Asset Management, Inc. (such transaction being referred to herein as the "Acquisition"). At the time of the Acquisition, The Van Kampen Merritt Companies, Inc. also was the parent company of Van Kampen Merritt Investment Advisory Corp. In connection with the Acquisition, American Capital Management & Research, Inc. was merged into The Van Kampen Merritt Companies, Inc. Immediately after the Acquisition, each of the foregoing surviving entities was renamed. The following 7 16 table sets forth the old name, the new name and the abbreviated name used in this Proxy Statement to refer to each such entity:
OLD NAME NEW NAME ABBREVIATED NAME - - ----------------------- ----------------------- ----------------------- The Van Kampen Merritt Van Kampen American Van Kampen Companies, Inc. Capital, Inc. American Capital American Capital Asset Van Kampen American AC Adviser Management, Inc. Capital Asset Management, Inc. Van Kampen Merritt Van Kampen American VK Adviser Investment Advisory Capital Corp. Investment Advisory Corp.
The VK Adviser and the AC Adviser currently are each wholly-owned subsidiaries of Van Kampen American Capital. The VK Adviser serves as investment adviser for each of the VK Funds as well as for other registered investment companies. Nineteen of the VK Funds are organized as Massachusetts business trusts (or subtrusts thereof) and the Pennsylvania Fund is organized for tax purposes as a Pennsylvania trust. The VK Board, which supervises the operations of each of the VK Funds, currently consists of the same seven members for each VK Fund. The AC Adviser serves as the investment adviser for twenty-nine open-end investment companies (the "AC Funds") as well as for other registered investment companies. Ten of the AC Funds are organized as Massachusetts business trusts (or series thereof), and nineteen of the AC Funds are organized as Maryland corporations (or series thereof). The Boards of Directors/Trustees, which supervises the operations of each of the AC Funds, currently consists of the same eight members (the "AC Board") for each AC Fund. On February 10, 1995, the VK Board and the AC Board held a joint meeting to discuss with management ("Management") of the VK Adviser and the AC Adviser the costs and potential benefits to shareholders of, among other things, (i) permitting exchangeability of shares between the VK Funds and the AC Funds, (ii) selecting a common transfer agent to facilitate exchangeability and enhance shareholder services, (iii) combining certain of the VK Funds and the AC Funds in order to achieve certain economies of scale and efficiencies, and (iv) consolidating the VK Board and the AC Board into a combined board of directors (collectively, the "Consolidation"). The VK Board and the AC Board created a joint committee (the "Joint Committee") to consider the possible costs and benefits to shareholders associated 8 17 with the Consolidation. The Joint Committee met on February 20, 1995 to identify and discuss the possible costs and benefits of the Consolidation to the shareholders. Following such meeting, the Joint Committee requested certain additional information from Management with respect to those possible costs and benefits identified by the Joint Committee. The VK Board and the AC Board held a joint meeting on March 14, 1995 for the purpose of, among other things, reviewing the findings of the Joint Committee and reviewing the additional information requested from Management. At the meeting, the VK Board and the AC Board each approved in principle certain elements of the Consolidation, including the combination of the VK Board and the AC Board, subject to the favorable resolution of certain outstanding administrative matters with respect to the operation of a combined board and subject to receiving certain additional information from Management. The VK Board and the AC Board also considered reorganizing the VK Funds (excluding the Pennsylvania Fund) and the AC Funds in one jurisdiction under substantially similar charter documents, as part of the Consolidation. The Joint Committee met again on March 27, 1995 and April 3, 1995 to address the open administrative matters and to review the additional information provided by Management. Following a discussion of such matters and a review of the additional information provided by Management, the Joint Committee recommended to the VK Board that it approve each element of the Consolidation, including: (i) combining the VK Board and the AC Board, (ii) reorganizing each of the VK Funds (excluding the Pennsylvania Fund) into Delaware business trusts (or series thereof) in order to facilitate governance of such funds under uniform organizational documents following the Consolidation and in order to take advantage of certain beneficial aspects of Delaware law with respect to business trusts and (iii) the amendment and restatement of the Agreement and Declaration of Trust of the Pennsylvania Fund to conform it to the extent practicable with the new trust instrument of the Delaware business trusts while maintaining the tax benefits of operating as a Pennsylvania trust. The Joint Committee also made analogous recommendations to the AC Board. The VK Board and the AC Board held a joint meeting on April 6-7, 1995 to review the findings of the Joint Committee. The VK Board unanimously approved each element of the Consolidation on April 7, 1995, including proposals to combine the VK Board and the AC Board, reorganize each of the VK Funds (excluding the Pennsylvania Fund) as Delaware business trusts (or series thereof) and amend and restate the Agreement and Declaration of Trust for the Pennsylvania Fund to conform it to the extent practicable with the new trust instrument of the Delaware business trusts while maintaining the tax benefits of operating as a Pennsylvania Trust. The AC Board approved each element of the Consolidation with respect to the AC Funds on May 11, 1995. Each of the VK Board and the AC Board also 9 18 approved submitting such proposals to the respective shareholders of the VK Funds and the AC Funds for the requisite shareholder approvals. Proposal 1 of this Proxy Statement seeks shareholder approval to reorganize each of the VK Funds (except the Pennsylvania Fund) into a Delaware business trust (or series thereof). Proposal 2 of this Proxy Statement seeks shareholder approval to amend and restate the Agreement and Declaration of Trust of the Pennsylvania Fund to conform it to the extent possible to the form of new trust instrument of the Delaware business trusts to be adopted by each other VK Fund and each AC Fund. Proposal 3 of this Proxy Statement seeks shareholder approval for each of the VK Trusts to expand the number of its trustees from seven to fifteen, re-elect to the VK Board each of the incumbent trustees and elect to the VK Board each of the eight members of the AC Board. The VK Board has determined that reorganizing each of the VK Funds (except the Pennsylvania Fund) into a Delaware business trusts (or series thereof), amending and restating the Agreement and Declaration of Trust of the Pennsylvania Fund and combining the VK Board and the AC Board are essential elements of the Consolidation and recommend that shareholders vote FOR APPROVAL of Proposal 1, FOR APPROVAL of Proposal 2 and IN FAVOR of each of the nominees in Proposal 3. This Proxy Statement has been prepared and mailed to the shareholders of each VK Fund (excluding the Insured Fund, for which separate proxy materials are being mailed) to obtain the necessary shareholder approvals for each of such VK Funds to complete the Consolidation. A substantially similar proxy statement with respect to such proposals has been prepared and mailed to the shareholders of each AC Fund to obtain the necessary shareholder approvals for each of the AC Funds to complete the Consolidation. Certain additional proposals not related to the Consolidation are included in this Proxy Statement and the Insured Fund Proxy Statement, which additional proposals differ among the VK Funds, the Insured Fund and the AC Funds. - - ------------------------------------------------------------------------------ PROPOSAL 1: APPROVAL OF THE REORGANIZATION AND CONVERSION OF EACH VK FUND (EXCLUDING THE PENNSYLVANIA FUND) TO A DELAWARE BUSINESS TRUST (OR SERIES THEREOF) - - ------------------------------------------------------------------------------ The VK Board has unanimously approved an Agreement and Plan of Reorganization and Liquidation (a "Plan of Reorganization") substantially in the form attached hereto as Appendix B with respect to each VK Fund, excluding the Pennsylvania Fund. The Plan of Reorganization provides for the reorganization (the "Reorganization") of each VK Fund other than the Pennsylvania Fund (each a "Massachusetts Fund") into a series (each a "Delaware Fund") of a Delaware business trust (each a "Delaware Trust"). The Pennsylvania Fund will not reorganize as a Delaware business trust for tax purposes, but Proposal No. 2 in this 10 19 Proxy is being submitted to the shareholders of the Pennsylvania Fund to amend and restate its organizational document to conform it, to the extent practicable, to the proposed organizational documents of the proposed Delaware Funds. Each of the AC Funds also is seeking approval from its respective shareholders to reorganize as a Delaware business trust (or series thereof). REASONS FOR THE REORGANIZATIONS The principal purposes of the Reorganizations are to take advantage of certain beneficial aspects of Delaware law with respect to business trusts and to facilitate governance of the VK Funds and the AC Funds under uniform organizational documents following the Consolidation. Delaware law provides that the shareholders of a Delaware business trust shall not be subject to liability for obligations of the trust. Under Massachusetts law, Massachusetts Fund shareholders are potentially liable for obligations of the Massachusetts Fund. Although the risk of such liability is remote, the VK Board has determined that Delaware law affords greater protection against potential shareholder liability. Similarly, Delaware law provides that, should the Delaware Funds issue multiple series of shares, each series shall not be liable for the debts of any other series, which liability is another potential, although remote, risk in the case of a Massachusetts business trust. The VK Board believes that the Delaware business trust form of organization may enable the Delaware Funds to adopt new methods of operations and employ new technologies that are expected to reduce costs of operation when, and if, implemented. Delaware law, for example, explicitly authorizes electronic or telephonic communications between a Delaware Fund and its shareholders. The VK Board hopes to take advantage of this provision to improve shareholder voting procedures and reduce costs. Under Delaware law and the proposed trust instrument of the Delaware Trusts, the Delaware Funds may be required to have fewer shareholder meetings, potentially further reducing costs, although neither Massachusetts business trusts nor Delaware business trusts are required to hold annual shareholder meetings. Of course, the investment objectives and the fundamental investment restrictions of both the Massachusetts Funds and Delaware Funds will remain fundamental, and may be changed only by shareholder vote. The VK Board and the AC Board also have determined that substantially uniform organizational documents will facilitate their ability to jointly govern the VK Funds and the AC Funds in an efficient and timely manner and will enhance the ability of the VK Funds and the AC Funds to react in a consistent manner when faced with similar corporate governance issues. For a more detailed comparison of the Massachusetts Funds' declarations of trust and the proposed Delaware Funds' trust instrument, see "Certain Comparative Information About Massachusetts Funds and Delaware Funds" below. 11 20 PROCEDURES FOR REORGANIZATIONS In order to accomplish the Reorganizations, each VK Trust other than the Pennsylvania Fund (each a "Massachusetts Trust") has organized a corresponding Delaware Trust. Each Delaware Trust was formed as a Delaware business trust pursuant to an Agreement and Declaration of Trust (the "Trust Instrument") which authorizes the issuance of shares in different series. Each Massachusetts Trust has caused its corresponding Delaware Trust to create a series (i.e., a Delaware Fund) that corresponds to each series (i.e., each Massachusetts Fund) of the Massachusetts Trust. The investment objectives and policies of each Delaware Fund are the same as those of its corresponding Massachusetts Fund. To facilitate the Reorganizations, one share of each class of each Delaware Fund will be issued to its corresponding Massachusetts Fund. If the Reorganization of a Massachusetts Fund is approved by its shareholders, such approval shall authorize the Massachusetts Fund, as sole shareholder of the corresponding Delaware Fund, to (i) elect as trustees of the Delaware Trust the nominees elected as trustees of the Massachusetts Trust pursuant to Proposal 3 hereof, (ii) approve or disapprove the selection of the independent public accountants described in Proposal 5 hereof, (iii) approve an investment advisory agreement between the respective Delaware Fund and the VK Adviser substantially identical to the investment advisory agreement currently in effect between the Massachusetts Fund and the VK Adviser and (iv) approve a Rule 12b-1 plan and a service plan between the respective Delaware Fund and Van Kampen American Capital Distributors, Inc. (the "Distributor") substantially identical to the plans currently in effect between the Massachusetts Fund and the Distributor. On the effective date of each Reorganization approved by shareholders, each Massachusetts Fund will transfer all of its assets and liabilities to its corresponding Delaware Fund in exchange for shares of such Delaware Fund having an equal net asset value. The Massachusetts Fund will then be liquidated and each shareholder of the Massachusetts Fund will receive for his or her shares of the Massachusetts Fund an equal number of shares of the corresponding Delaware Fund. A shareholder's investment in the Massachusetts Fund will remain exactly the same after the Reorganization and the corresponding Delaware Fund will operate in the same manner and with the same investment objectives, policies and restrictions as the corresponding Massachusetts Fund had in the past. If shareholders of a Massachusetts Fund do not approve the Reorganization, the Massachusetts Fund will continue in business as a Massachusetts business trust (or sub-trust thereof, as applicable). The consummation of the Reorganization of any one Massachusetts Fund is not contingent upon the consummation of the Reorganization of other Massachusetts Funds or the AC Funds, individually or as a group. 12 21 It will not be necessary for holders of certificates of the Massachusetts Funds to exchange their certificates for new certificates of the corresponding Delaware Funds following consummation of the Reorganizations. Certificates for shares of the Massachusetts Funds issued prior to the Reorganizations shall represent outstanding shares of the corresponding Delaware Funds after the Reorganizations. New certificates will not be issued by the Delaware Funds after the Reorganizations to shareholders of the Delaware Funds unless specifically requested in writing. Shareholders of the Massachusetts Funds who have not been issued certificates and whose shares are held in an open account will automatically have those shares designated similarly as shares of the corresponding Delaware Fund. Each Reorganization approved by shareholders will become effective at the later of August 1, 1995 or as soon as practicable following receipt of such approval, taking into consideration all of the elements of the Consolidation. At such time, each new advisory agreement, new Rule 12b-1 plan and new service plan will become effective and will continue thereafter if approved as required by the Investment Company Act of 1940, as amended ("1940 Act"). CERTAIN COMPARATIVE INFORMATION ABOUT MASSACHUSETTS FUNDS AND DELAWARE FUNDS Summary of the Trust Instrument. Each Delaware Trust has been established pursuant to a Trust Instrument under the laws of the State of Delaware. The Trust Instruments of each Delaware Trust were created in connection with the Reorganizations of the Massachusetts Funds and are identical, except for the names of the respective Delaware Trusts. It is currently anticipated that each VK Fund's name will be changed to include the phrase "Van Kampen American Capital" concurrent with its Reorganization. Names of certain VK Funds may also be changed to differentiate such funds from other funds in the combined fund complex or reflect other changes deemed appropriate by the VK Board. The investment objectives, policies and limitations of each Delaware Fund after the reorganization will be the same as those of its corresponding Massachusetts Fund, including the revised policies and limitations, if approved, adopted by shareholders of the Global Fund pursuant to Proposal 4 of this Proxy. Prior to the Reorganizations, each Delaware Fund will not have any material assets or liabilities. During the Reorganization, the Massachusetts Fund will be the sole shareholder of its corresponding Delaware Fund immediately prior to the distribution of Delaware Fund shares to Massachusetts Fund shareholders. As a Delaware business trust, each Delaware Trust's operations will be governed by its Trust Instrument, its Bylaws and applicable Delaware law rather than by such Massachusetts Trust's Declaration of Trust, Bylaws and applicable Massachusetts law. The operations of each Delaware Trust will continue to be subject to the provisions of the 1940 Act, the rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder, and applicable state securities law. 13 22 Trustees of the Delaware Trusts. Subject to the provisions of the Trust Instrument, the business of each Delaware Trust is supervised by its trustees. The responsibilities, powers, and fiduciary duties of the trustees of the Delaware Trusts will be substantially the same as those of the trustees of the Massachusetts Trusts, except that Delaware trustees would have the additional authority to remove a trustee from office without cause upon the approval of two-thirds of the trustees in office prior to such removal. The trustees of each Delaware Trust will be all of the trustees elected by respective Massachusetts Trust pursuant to Proposal 3. Series of Delaware Trusts and Massachusetts Trusts. The Trust Instrument of each Delaware Trust permits the trustees to create one or more series of the Delaware Trust and, with respect to each series, to issue an unlimited number of full or fractional shares of that series or of one or more classes of shares of that series. The trustees of each Massachusetts Trust have identical rights under the Declaration of Trust of the Massachusetts Trusts. Each share of a series of a Delaware Trust, like each share of a series of a Massachusetts Trust, represents an equal proportionate interest with each other share in that series, none having priority or preference over another. Delaware Trust Shareholder Liability and Massachusetts Trust Shareholder Liability. One area of difference between the Delaware business trusts and the Massachusetts business trusts is the potential liability of shareholders. Generally, shareholders of each Delaware Trust will not be personally liable for obligations of such Delaware Trust under Delaware law. The Delaware Business Trust Act (the "Delaware Act") provides that a shareholder of a Delaware business trust shall be entitled to the same limitation of liability extended to shareholders of private corporations for profit. However, no similar statutory or other authority limiting shareholder liability of business trusts applies in many other states, including Massachusetts. As a result, to the extent that the Delaware Trust or a shareholder is subject to the jurisdiction of courts in those states, the courts may not apply Delaware law, and may thereby subject the Delaware Trust shareholders to liability. To guard against this risk, the Trust Instrument (i) contains an express disclaimer of shareholder liability for acts or obligations of the Delaware Trust and requires that notice of such disclaimer be given in each agreement, obligation, and instrument entered into as executed by the Delaware Trust or its trustees and (ii) provides for indemnification out of the series or fund property of any shareholder held personally liable for the obligations of the Delaware Trust. Thus, the risk of a Delaware Trust shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which (1) a court refused to apply Delaware law, (2) no contractual limitation of liability was in effect, and (3) the series itself would be unable to meet its obligations. In light of Delaware law, the nature of the Delaware Trust's business, and the nature of its assets, the VK Adviser believes that the risk of personal liability to a Delaware Trust shareholder is extremely remote. 14 23 Shareholders of a Massachusetts business trust may, in certain circumstances, be held personally liable under Massachusetts law for the obligations of such Massachusetts business trust. The Massachusetts Declaration of Trust, like the Delaware Trust Instrument, contains an express disclaimer of shareholder liability and requires that notice of such disclaimer be given in each agreement entered into or executed by the Massachusetts Trusts or the trustees. The Massachusetts Declaration of Trust also provides for indemnification out of the respective Massachusetts Fund's property. Thus, the VK Board believes the risk of shareholder liability is also remote for shareholders of Massachusetts business trusts. Shareholders of a Massachusetts business trust, however, do not benefit from a statutory limitation of liability that is available to shareholders of a Delaware business trust. Liability of Trustees. The Delaware Trust Instrument provides that the trustees shall not be liable to any person in connection with the assets or affairs of the Delaware Trusts and that a trustee shall not be liable for any errors of judgment or mistakes of fact or law; but nothing in the Delaware Trust Instrument protects a trustee against any liability to the Delaware Trust or its shareholders to which they would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of their office. The Massachusetts Declaration of Trust provides substantially similar protections to trustees of the Massachusetts Trusts. Voting Rights of Delaware Trust Shareholders and Massachusetts Trust Shareholders. Each Delaware Fund, like its corresponding Massachusetts Fund, will operate as an open-end management investment company registered with the SEC under the 1940 Act. Shareholders of the Delaware Funds will, therefore, have the power to vote at special meetings with respect to, among other things, changes in fundamental investment policies and limitations of the proposed Delaware Funds, ratification of the selection of the independent public accountants for the Delaware Funds, and such additional matters relating to the Delaware Funds as may be required by law, or which the trustees consider desirable. If, at any time, less than two-thirds of the trustees holding office have been elected by shareholders, the trustees then in office will promptly call a meeting of shareholders of the affected Delaware Fund for the purpose of electing a board of trustees. The Massachusetts Declarations of Trust (excluding the Money Market Trust) provide that a meeting of shareholders may be called by the holders of 51% or more of the outstanding shares; however, if the meeting is called for the purpose of voting on the question whether to remove a trustee, only the holders of 10% of the outstanding shares of such Massachusetts Trust need request a shareholders meeting. The current Declaration of Trust of the Money Market Trust provides that a meeting of shareholders may be called by the holders of one-third or more of the outstanding shares; however, if the meeting is to be called for the purpose of voting on the question whether to remove a trustee, only the holders of 10% of the outstanding shares of the Money Market Trust need request a shareholders meeting or 10 or 15 24 more holders of record (who have been holders for at least six months) and who hold in aggregate either shares having a net asset value of at least $25,000 or at least 1% of the outstanding shares, whichever is less. The Delaware Trust Instrument of each Delaware Trust would permit shareholders to call a special meeting only for the purpose of removing a trustee and would require a request by 10% of the outstanding shares of such Delaware Trust to call such a meeting. Neither Massachusetts business trusts nor Delaware business trusts are required to hold annual meetings. The proposed Delaware Trust Instrument, like the current Massachusetts Declaration of Trust, provides that shareholders shall have the power to vote only with respect to (i) the election or removal of trustees as provided therein, (ii) the approval or termination of investment advisory, distribution or shareholder services contracts, (iii) the termination or reorganization of the Delaware Trust or any series of the Delaware Trust, (iv) with respect to any amendment of the Delaware Trust Instrument that adversely affects shareholders, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Delaware Trust or any series, and (vi) with respect to such additional matters relating to the Delaware Trust as may be required by the 1940 Act, the Delaware Trust Instrument, the Bylaws or any registration of the Delaware Trust with the SEC. The Delaware Trust Instrument and the Massachusetts Declaration of Trust (excluding the Money Market Trust) generally permit the trustees to amend the respective trust document, provided that the amendment does not adversely affect shareholders. The Delaware Trust Instrument and the Massachusetts Declaration of Trust (excluding the Money Market Trust) each provides that a majority of the affected shares must approve a change that adversely affects the rights of the shares. The current Declaration of Trust of the Money Market Trust requires shareholders to approve all amendments to its Declaration of Trust, except for changes to the name of the Trust. Each of the Delaware Trust Instrument and the Massachusetts Declaration of Trust (excluding the Money Market Trust) requires a majority of shares to establish quorum for a meeting. Pursuant to the current Declaration of Trust of the Money Market Trust, one-third of the outstanding shares entitled to vote on a proposal must be present in person or by proxy to establish a quorum for a meeting. Each Massachusetts Fund and its corresponding Delaware Fund generally requires the approval of a majority of the shares present at a meeting at which there is a quorum to approve a proposal presented to shareholders for a vote. The following shareholder voting requirements will change if the Reorganization is approved. The Massachusetts Declarations of Trust (excluding the Money Market Trust) currently require a majority of a Massachusetts Fund's shares present at a 16 25 meeting at which there is a quorum to terminate such Massachusetts Fund or merge such Massachusetts Fund into another fund. The Delaware Trust Instruments, like the current Declaration of Trust of the Money Market Trust, would require a majority of a fund's outstanding shares to terminate such fund or merge such fund into another fund. The Massachusetts Declarations of Trust (excluding the Money Market Trust) require the approval of two-thirds of the outstanding shares of a fund with respect to an amendment of such Declaration of Trust that would reduce the amount payable to shareholders upon liquidation of the Fund and an affirmative vote of not less than a majority of affected shares on other amendments that adversely affect any shareholders. The current Declaration of Trust of the Money Market Trust requires a favorable vote of more than 50% of the outstanding shares entitled to vote for all amendments, except for changes to the name of the trust. The Delaware Trust Instrument would permit amendments by trustees, except no amendments can repeal the limitations on personal liability of shareholders and any amendments that adversely affect shareholders must be approved by a majority of the adversely affected shares outstanding and entitled to vote, if approved by a majority of the shares present at a meeting. The foregoing is only a summary of certain of the differences between the Massachusetts Funds, their Declarations of Trust, Bylaws and Massachusetts law and the Delaware Funds, their Trust Instruments, Bylaws and Delaware law. It is not a complete list of differences. Shareholders should refer to the provisions of such Declarations of Trust, Bylaws and Massachusetts law, and the Trust Instruments, Bylaws and Delaware law directly for a more thorough comparison. Shareholders on the Record Date may obtain copies of the VK Fund's current and proposed organizational documents by calling the telephone number set forth on the first page of this Proxy Statement. TEMPORARY AMENDMENT TO INVESTMENT LIMITATIONS During the period prior to its Reorganization, each Massachusetts Fund will own the only outstanding share of each class of its corresponding Delaware Fund. By acquiring a nominal share of each class of its corresponding Delaware Fund, each Massachusetts Fund can then vote to elect as trustees of such Delaware Trust those nominees elected in Proposal 3 below, approve a substantially identical but new investment advisory agreement, approve a substantially identical but new distribution plan and new service plan and ratify the selection of independent public accountants in order to comply with provisions of the 1940 Act requiring such shareholder approvals. Certain of the Massachusetts Funds have investment restrictions which require shareholder approval before they can be changed and which might otherwise preclude such Massachusetts Funds from completing the Reorganizations including, for example, restrictions which prohibit such Massachusetts Fund from 17 26 purchasing any securities (other than tax-exempt obligations issued or guaranteed by the United States Government or by its agencies or instrumentalities), if, as a result, more than 5% of a Massachusetts Fund's total assets (taken at current value) would then be invested in securities of a single issuer or, if, as a result, such Massachusetts Fund would hold more than 10% of the outstanding voting securities of an issuer, or a prohibition against making investments for the purpose of exercising control or participating in management. By approving the Reorganizations, the shareholders will be authorizing a suspension of any and all of these restrictions only to the extent necessary to permit the Reorganizations to take place. FEDERAL INCOME TAX CONSEQUENCES It is anticipated that the transactions contemplated by the Plan of Reorganization will be tax-free. Consummation of each Reorganization is subject to receipt of an opinion of Skadden, Arps, Slate, Meagher & Flom, counsel to each Massachusetts Fund that, under the Internal Revenue Code of 1986, as amended (the "Code"), the reorganization of the respective Massachusetts Fund into a corresponding Delaware Fund pursuant to the Plan of Reorganization will not give rise to the recognition of income, gain or loss for federal income tax purposes to the Massachusetts Fund, the Massachusetts Trust or the shareholders of the Massachusetts Fund. A shareholder's adjusted basis for tax purposes in shares of a Delaware Fund after the Reorganization will be the same as such shareholder's adjusted basis for tax purposes in the shares of the corresponding Massachusetts Fund immediately before the Reorganizations. Shareholders should consult their own tax advisers with respect to the state and local tax consequences of the proposed transaction. EXPENSES The expenses related to the Reorganization of each Massachusetts Fund into a Delaware Fund will be borne by the respective Massachusetts Fund and Van Kampen American Capital as set forth under "EXPENSES" below. RECOMMENDATION OF TRUSTEES The VK Board has unanimously approved the proposed Reorganization of each Massachusetts Fund, has determined that participation in the Reorganization is in the best interests of each Massachusetts Fund and that the interests of existing shareholders of each Massachusetts Fund will not be diluted as a result of the Reorganization. THE VK BOARD RECOMMENDS THAT SHAREHOLDERS OF EACH MASSACHUSETTS FUND VOTE "FOR APPROVAL" OF PROPOSAL 1. REQUIRED VOTE In accordance with the Declaration of Trust of each Massachusetts Fund (excluding the Money Market Trust), an affirmative vote of a majority of the 18 27 shares of such Massachusetts Fund present in person or by Proxy at the Meeting and entitled to vote on the proposal is required to approve the respective Reorganization and subsequent liquidation and dissolution of such Massachusetts Fund. In accordance with the Declaration of Trust of the Money Market Trust, the favorable vote of the holders of more than 50% of the outstanding Shares entitled to vote at the Meeting on the proposal is required to approve the Reorganization and subsequent liquidation and dissolution of the Money Market Fund. - - ------------------------------------------------------------------------------ PROPOSAL 2: APPROVAL OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF THE PENNSYLVANIA FUND - - ------------------------------------------------------------------------------ The VK Board of the Pennsylvania Fund has unanimously approved a proposal to amend and restate the Agreement and Declaration of Trust (the "Amended Declaration of Trust") with respect to the Pennsylvania Fund in order to conform its current Agreement and Declaration of Trust (the "Current Declaration of Trust"), to the extent practicable, to the Trust Instruments of the Delaware Trusts, as described in Proposal 1. The Pennsylvania Fund will continue to operate as a trust under the laws of the Commonwealth of Pennsylvania. The Pennsylvania Trust is not being reorganized as a Delaware business trust in order to maintain the tax benefits of operating as a Pennsylvania trust. REASONS FOR AMENDMENT The principal purpose of the amendment and restatement of the Current Declaration of Trust of the Pennsylvania Fund is to facilitate governance of the Pennsylvania Fund, the other VK Funds and the AC Funds under substantially uniform charter documents following the Consolidation. The Amended Declaration of Trust, if approved by shareholders, will become effective at the later of August 1, 1995 or as soon as practicable following receipt of such approval, taking into consideration all of the elements of the Consolidation. CERTAIN COMPARATIVE INFORMATION ABOUT THE AMENDED DECLARATION OF TRUST AND THE CURRENT DECLARATION OF TRUST Operations of the Pennsylvania Fund Under the Amended Declaration of Trust. The investment objective, policies and limitations of the Pennsylvania Fund under the Amended Declaration of Trust will be identical to those under the Current Declaration of Trust. The Pennsylvania Fund's operations will be governed by the Amended Declaration of Trust and its amended Bylaws, and also by Pennsylvania law, the provisions of the 1940 Act, the rules and regulations of the SEC thereunder and applicable state securities law. It is anticipated that the name 19 28 of the Pennsylvania Fund will be changed following the Reorganization to "Van Kampen American Capital Pennsylvania Tax Free Income Fund." Trustees and Officers of the Pennsylvania Fund. Subject to the provisions of the Amended Declaration of Trust, the business of the Pennsylvania Fund will be supervised by its trustees. The responsibilities, powers, and fiduciary duties of the trustees of the Pennsylvania Fund under the Amended Declaration of Trust will be substantially the same as those of the trustees under the Current Declaration of Trust, except that the trustees would have the additional authority to remove a trustee from office without cause upon the approval of two-thirds of the trustees in office prior to such removal. Shareholder Liability. No statutory or other authority limits the liability of shareholders of a Pennsylvania trust. To guard against this risk, the Amended Declaration of Trust (i) contains an express disclaimer of shareholder liability for acts or obligations of the Pennsylvania Fund and requires that notice of such disclaimer be given in each agreement, obligation, and instrument entered into as executed by the Pennsylvania Fund or its trustees and (ii) provides for indemnification out of the property of the Pennsylvania Fund for any shareholder held personally liable for the obligations of the Pennsylvania Fund. Thus, the risk of a Pennsylvania Fund shareholder under the Amended Declaration of Trust incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which (1) no contractual limitation of liability was in effect and (2) the series or fund itself would be unable to meet its obligations. The provisions limiting shareholder liability in the Amended Declaration of Trust are substantially identical to those contained in the Current Declaration of Trust. Liability of Trustees. The Amended Declaration of Trust provides that the trustees shall not be liable to any person and that a trustee shall not be liable for any errors of judgment or mistakes of fact or law; but nothing in the Amended Declaration of Trust protects a trustee against any liability to the trust or its shareholders to which they would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of their office. The Current Declaration of Trust provides substantially similar protections to trustees. Voting Rights of Pennsylvania Trust Shareholders. Pennsylvania Trusts are not required to hold annual meetings. The Declaration of Trust of the Massachusetts Trusts require the affirmative vote of two-thirds of the shares of a Massachusetts Trust to remove a trustee of a Massachusetts Trust. The proposed Trust Instrument of a Delaware Trust would require the affirmative vote of a majority of the Shares of a Delaware Trust to remove a trustee. The Amended Declaration of Trust provides that a special meeting of shareholders may be called by the holders of 10% or more of the shares. 20 29 The Pennsylvania Fund will continue to operate as an open-end management investment company registered with the SEC under the 1940 Act. Shareholders of the Pennsylvania Fund will, therefore, have the power to vote at special meetings with respect to, among other things, changes in fundamental investment policies and limitations; ratification of the selection by the trustees of the independent public accounts for the Pennsylvania Fund; and such additional matters relating to the Pennsylvania Fund as may be required by law, or which the trustees consider desirable. If, at any time, less than a majority of the trustees holding office have been elected by shareholders, the trustees then in office will promptly call a meeting of shareholders of the Pennsylvania Trust for the purpose of electing a board of trustees. The Amended Declaration of Trust provides that shareholders shall have the power to vote only with respect to (i) the election or removal of trustees as provided therein, (ii) the approval or termination of investment advisory, distribution or shareholder services contracts, (iii) the termination or reorganization of the Pennsylvania Fund or any series of the Pennsylvania Fund, and (iv) with respect to such additional matters as may be required by law or the trustees may consider desirable. The Amended Declaration of Trust also permits the Trustees to amend the Amended Declaration of Trust without a shareholder vote provided that the rights of the shareholders would not be adversely affected. The foregoing is only a summary of certain differences between the Current Declaration of Trust and Amended Declaration of Trust. It is not a complete list of differences. Shareholders should refer to the provisions of such documents directly for a more thorough comparison. Shareholders on the Record Date may obtain copies of the VK Fund's current and proposed organizational documents by calling the telephone number set forth on the first page of this Proxy Statement. TAX CONSIDERATIONS The Pennsylvania Fund's investment objective is to provide Pennsylvania investors a high level of current income exempt from federal and Pennsylvania income taxes and, where possible under local law, local income and personal property taxes, through investment primarily in a varied portfolio of medium and lower grade municipal securities. In order to provide investors with income exempt from Pennsylvania taxes, Pennsylvania tax law requires that the Pennsylvania Fund be organized in Pennsylvania. Accordingly, the Pennsylvania Fund will not reorganize as a Delaware business trust. EXPENSES The expenses related to the Amended Declaration of Trust will be borne by Van Kampen American Capital and the Pennsylvania Fund as set forth under "EXPENSES" below. 21 30 RECOMMENDATION OF TRUSTEES The VK Board has unanimously approved the proposed Amended Declaration of Trust and has determined that it is in the best interests of the Pennsylvania Fund. THE VK BOARD RECOMMENDS THAT SHAREHOLDERS OF THE PENNSYLVANIA FUND VOTE "FOR APPROVAL" OF PROPOSAL 2. REQUIRED VOTE In accordance with the Current Declaration of Trust of the Pennsylvania Fund, an affirmative vote of the holders of a majority of the outstanding shares of the Pennsylvania Fund is required to approve the Amended Declaration of Trust. - - ------------------------------------------------------------------------------ PROPOSAL 3: ELECTION OF TRUSTEES - - ------------------------------------------------------------------------------ At a meeting held on April 6-7, 1995, the VK Board unanimously approved increasing the number of trustees for each VK Trust from seven to fifteen and nominated each of the incumbent trustees for re-election and also nominated Messrs. J. Miles Branagan, Dr. Richard E. Caruso, Dr. Roger Hilsman, Don G. Powell, David Rees, Lawrence J. Sheehan, Dr. Fernando Sisto and William S. Woodside to fill the new trustee positions. Each of the new nominees currently serves on the AC Board. The AC Board has also unanimously on May 11, 1995, approved increasing the number of members of the AC Board from eight to fourteen and nominated each of its incumbent trustees for re-election and each of the trustees of the VK Board, except for Mr. McDonnell, to fill such new positions. Mr. McDonnell, an interested person of the VK Adviser and the AC Adviser, will not join the AC Board so that the AC Board will remain in compliance with Section 15(f) of the 1940 Act. The VK Board together with the AC Board evaluated the benefits to shareholders resulting from the proposed combination of the VK Board and the AC Board. Each of the VK Board and the AC Board determined that a combined board could more effectively seek to maximize the benefits of a unified fund complex including: implementation of exchangeability of shares among the VK Funds and the AC Funds; positioning the unified fund complex to maximize benefits for marketing; more effective supervision of the implementation of improved shareholder service programs across the unified fund complex; combining historical knowledge and experience of the two fund complexes; more effective evaluation of potential combinations of similar funds thereby achieving economies of scale for shareholders; and the elimination of overlapping expenses and demands on Management's attention from two separate boards. The VK Board evaluated the costs to shareholders of the VK Funds resulting from the combination of the VK Board and the AC Board. The principal cost 22 31 associated with the combination of the two boards would be the added expense of compensating additional trustees. Seven of the eight additional trustees are not affiliated persons of the VK Adviser, the Distributor or Van Kampen American Capital and such persons are eligible for compensation from the VK Funds. In order to alleviate such additional expense, the trustees approved a reduction in the compensation per trustee paid by each VK Fund and agreed to an aggregate annual compensation cap from the combined fund complex of $84,000 per trustee until December 31, 1996 based upon the current net assets and current number of Van Kampen American Capital funds. In addition, the VK Adviser has agreed to reimburse each VK Fund through December 31, 1996 for any increase in the aggregate trustees' compensation paid by each respective VK Fund after the Reorganization over the aggregate compensation paid by such VK Fund in its 1994 fiscal year. It is anticipated that by December 31, 1996, reductions in the number of trustees on the combined board is expected to reduce the aggregate compensation paid by each VK Fund to the combined board to approximately the current aggregate compensation of the VK Funds. A comparison of each trustee's compensation for the 1994 calendar year (prior to the consolidation of the boards) and pro forma compensation following the combination of the boards is presented below. THE TRUSTEES The following schedule sets forth the initial election or appointment of each incumbent trustee to the VK Board for each VK Trust listed below:
MR. MR. MR. MR. MR. MR. MR. VK TRUST MCDONNELL GAUGHAN KENNEDY* MILLER NELSON ROBINSON WHALEN - - --------------------------- --------- ------- -------- ------ ------ -------- ------ Government Trust........... 1988 1989 1993 1988 1988 1992 1988 Tax Free Trust............. 1985 1989 1993 1985 1985 1992 1985 Pennsylvania Fund.......... 1987 1989 1993 1987 1987 1992 1987 VKM Trust.................. 1986 1989 1993 1986 1986 1992 1986 Equity Trust............... 1988 1989 1993 1988 1988 1992 1988 Tax Free Money Fund........ 1986 1989 1993 1986 1986 1988 1986 Money Market Trust......... 1989 1989 1993 1986 1986 1986 1989
- - --------------- * Mr. Kennedy was appointed by the trustees to the VK Board in 1993, in order to fill a vacancy created by the resignation of John Dailey and has not previously been elected by the shareholders. Each of the other incumbent trustees was last approved by shareholders of the respective VK Trust at a joint meeting of shareholders held on January 14, 1993. With respect to each VK Trust, fifteen trustees are to be elected at the Meeting to serve until reaching their designated retirement age or until their successors are duly elected and qualified. The election of each nominee to the board of a VK Trust requires the affirmative vote of a plurality of all Shares of such VK Trust present in person or by proxy. The shareholders of all VK Funds organized as sub-trust or 23 32 series of a VK Trust will vote together as a single class to elect the trustees of the respective VK Trust. It is the intention of the persons named in the enclosed proxy to vote the Shares represented by them for the election of the nominees listed below unless the proxy is marked otherwise. The proposed Trust Instrument for each Delaware Trust and the proposed Amended Declaration of Trust for the Pennsylvania Fund (as discussed in Proposals 1 and 2, respectively) provide that the board of trustees shall consist of not more than twenty trustees. In the event a vacancy occurs on the board of trustees, the trustees currently intend that the size of the board will be reduced over time from fifteen to eight. Thereafter, subject to the provisions of the 1940 Act, the remaining trustees shall appoint a person to fill the vacancy. Following the Meeting, the VK Funds do not contemplate holding regular meetings of shareholders to elect trustees or otherwise. When an investment company does not hold regular annual meetings, it is the position of the staff of the SEC and a policy of each VK Trust and will be a policy of the proposed Delaware Trusts that holders of record of two-thirds of the outstanding shares of such trusts may file a declaration in writing or may vote at a special meeting for the purpose of removing a trustee. The board will be required to promptly 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 such trust. In addition, the board will comply with the requirements of Section 16(c) of the 1940 Act with respect to communications with shareholders. With respect to each VK Trust, each nominee named below 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 present VK Board. The following sets forth the names, ages, principal occupations and other information respecting the trustee nominees.
PRINCIPAL OCCUPATIONS OR NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS - - ---------------------------- ------------------------------------------ J. Miles Branagan........... Co-founder, Chairman, Chief Executive 2300 205th Street Officer and President of MDT Corporation, Torrance, CA 90501 a company which develops manufactures, Age: 62 markets and services medical and scientific equipment. A director or trustee of each of the AC Funds.
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PRINCIPAL OCCUPATIONS OR NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS - - ---------------------------- ------------------------------------------ Richard E. Caruso........... Founder, Chairman and Chief Executive Two Randor Station, Suite Officer, Integra Life Sciences 314 Corporation, a firm specializing in life King of Prussia Road sciences. Trustee of Susquehanna Radnor, PA 19087 University and First Vice President, The Age: 52 Baum School of Art; Founder and Director of Uncommon Individual Foundation, a youth development foundation. Director of International Board of Business Performance Group, London School of Economics. Formerly, Director of First Sterling Bank, and Executive Vice President and a Director of LFC Financial Corporation, a provider of lease and project financing. A director or trustee of each of the AC Funds. Philip P. Gaughan........... Prior to February, 1989, Managing Director 9615 Torresdale Avenue and Manager of Municipal Bond Department, Philadelphia, PA 19114 W. H. Newbold's Sons & Co. A trustee of Age: 66 each of the VK Funds. Roger Hilsman............... Professor of Government and International 251-1 Hamburg Cove Affairs Emeritus, Columbia University. A Lyme, CT 06371 director or trustee of each of the AC Age: 75 Funds. R. Craig Kennedy............ President and Director, German Marshall 1341 E. 50th Street Fund of the United States. Formerly, Chicago, IL 60615 advisor to the Dennis Trading Group Inc. Age: 43 Prior to 1992, President and Chief Executive Officer, Director and member of the Investment Committee of the Joyce Foundation, a private foundation. A trustee of each of the VK Funds.
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PRINCIPAL OCCUPATIONS OR NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS - - ---------------------------- ------------------------------------------ Dennis J. McDonnell*........ President, Chief Operating Officer and a One Parkview Plaza Director of the VK Adviser, the AC Adviser Oakbrook Terrace, IL 60181 and Van Kampen American Capital Age: 53 Management, Inc. Director of VK/AC Holding, Inc. and Van Kampen American Capital. Director of McCarthy, Crisanti & Maffei, Inc. and Chairman and a Director of MCM Asia Pacific Company, Ltd. President, Chief Executive Officer and a trustee of each of the VK Funds. He also is President, Chief Executive Officer and a trustee of the Van Kampen Merritt Series Trust and closed- end investment companies advised by the VK Adviser. Prior to December, 1991, Senior Vice President of Van Kampen Merritt Inc. Donald C. Miller............ Prior to 1992, Director of Royal Group, 415 North Adams Inc., a company in insurance related Hinsdale, IL 60521 businesses. Formerly Vice Chairman and Age: 75 Director of Continental Illinois National Bank and Trust Company of Chicago and Continental Illinois Corporation. Chairman of the Board and a trustee of each of the VK Funds. Jack E. Nelson.............. President of Nelson Investment Planning 423 Country Club Drive Services, Inc., a financial planning Winter Park, FL 32789 company and registered investment adviser. Age: 59 President of Nelson Investment Brokerage Services Inc., a member of the National Association of Securities Dealers, Inc. (NASD) and Securities Investors Protection Corp. (SIPC). A trustee of each of the VK Funds.
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PRINCIPAL OCCUPATIONS OR NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS - - ---------------------------- ------------------------------------------ Don G. Powell*.............. President, Chief Executive Officer and a 2800 Post Oak Blvd. Director of VK/AC Holding, Inc. and Van Houston, TX 77056 Kampen American Capital and Chairman, Age: 55 Chief Executive Officer and a Director of Van Kampen American Capital Distributors, Inc., the VK Adviser, the AC Adviser and Van Kampen American Capital Management, Inc. Director, President and Chief Executive Officer of Van Kampen American Capital Advisers, Inc. and Van Kampen American Capital Exchange Corp.; Director and Executive Vice President of Advantage Capital Corporation, ACCESS Investor Services, Inc., Van Kampen American Capital Services, Inc. and Van Kampen American Capital Trust Company; Director of McCarthy, Crisanti & Maffei, Inc.; Director, Trustee or Managing General Partner of each of the AC Funds and other open-end investment companies and closed-end investment companies advised by the AC Adviser. He is also Chairman of the Board and a trustee of the Van Kampen Merritt Series Trust and closed-end investment companies advised by the VK Adviser. David Rees.................. Contributing Columnist and, prior to 1995, 1601 Country Club Drive Senior Editor of Los Angeles Business Glendale, CA 91208 Journal. A director of Source Capital, Age: 71 Inc., a closed-end investment company unaffiliated with Van Kampen American Capital, a director and the second vice president of International Institute of Los Angeles. A director or trustee of each of the AC Funds. Jerome L. Robinson**........ President of Robinson Technical Products 115 River Road Corporation, a manufacturer and processor Edgewater, NJ 07020 of welding alloys, supplies and equipment. Age: 72 Director of Pacesetter Software, a software programming company specializing in white collar productivity. Director of Panasia Bank. A trustee of each of the VK Funds.
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PRINCIPAL OCCUPATIONS OR NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS - - ---------------------------- ------------------------------------------ Lawrence J. Sheehan*........ Of Counsel to and formerly Partner (from 1999 Avenue of the Stars 1969 to 1994) of the law firm of O'Melveny Suite 700 & Myers, legal counsel to the AC Funds. Los Angeles, CA 90067 Director, FPA Capital Fund, Inc.; FPA New Age: 62 Income Fund, Inc.; FPA Perennial Fund, Inc.; Source Capital, Inc.; and TCW Convertible Security Fund, Inc. A director or trustee of each of the AC Funds. Fernando Sisto.............. George M. Bond Chaired Professor and, Stevens Institute prior to 1995, Dean of Graduate School and of Technology Chairman, Department of Mechanical Castle Point Station Engineering, Stevens Institute of Hoboken, NJ 07030 Technology. Director of Dynalysis of Age: 70 Princeton, a firm engaged in engineering research. Chairman of the Board and a director or trustee of each of the AC Funds. Wayne W. Whalen*............ Partner in the law firm of Skadden, Arps, 333 West Wacker Drive Slate, Meagher & Flom, legal counsel to Chicago, IL 60606 the VK Funds. A trustee of each of the VK Age: 55 Funds. He also is a trustee of the Van Kampen Merritt Series Trust and closed-end investment companies advised by the VK Adviser. William S. Woodside......... Vice Chairman of the Board of LSG Sky 712 Fifth Avenue Chefs, Inc., a caterer of airline food. 40th Floor Formerly, Director of Primerica New York, NY 10019 Corporation (currently known as The Age: 73 Traveler's Inc.). Formerly, Director of James River Corporation, a producer of paper products. Trustee, and former President of Whitney Museum of American Art. Formerly, Chairman of Institute for Educational Leadership, Inc., Board of Visitors, Graduate School of The City University of New York, Academy of Political Science. Trustee of Committee for Economic Development. Director of Public Education Fund Network, Fund for New York City Public Education. Trustee of Barnard College. Member of Dean's Council, Harvard School of Public Health. Member of Mental Health Task Force, Carter Center. A director or trustee of each of the AC Funds.
- - --------------- * Such nominees are "interested persons" (within the meaning of Section 2(a)(19) of the 1940 Act) of each of the VK Funds. Messrs. Powell and McDonnell are interested persons of the VK Adviser and each VF Fund by reason of their positions with the VK Adviser. Mr. Sheehan is an interested person of the VK Adviser and each VK Fund by reason of his firm having acted 28 37 as legal counsel to the VK Adviser. Mr. Whalen is an interested person of the VK Funds by reason of his firm acting as legal counsel for each VK Fund. ** Mr. Robinson is an interested person of the Tax Free Money Fund by reason of owning more than 5% of such fund's outstanding shares. As of May 19, 1995, certain nominees owned, directly or beneficially, the number of Class A Shares of each Fund as set forth in the table below. Nominees who do not own any Shares of the VK Funds have been omitted from the table. Also, VK Funds which are not owned by any nominees have been omitted from the table. As of May 19, 1995, no nominee owned any Class B Shares or Class C Shares of any VK Fund. CLASS A SHARES OWNED(1)
FUND NAME GAUGHAN KENNEDY MCDONNELL MILLER NELSON ROBINSON WHALEN - - -------------------------------- ------- ------- --------- ------ ------ --------- ------ Adjustable Rate Fund............ 210 106 227 4,267 500 204 Balanced Fund................... 66 666 130 100 132 Global Fund..................... 261 131 444 12,975 100 500 3,161 Government Fund................. 540 69 970 3,237 500 4,340 Growth and Income Fund.......... 816 265 1,876 5,138 114 615 62 High Yield Fund................. 443 106 1,692 10,890 500 Limited Term Municipal Fund................. 1,008 434 202 Money Market Fund............... 14,235 1,000 2,391 809 Municipal Income Fund........... 122 447 12,377 504 3,791 Pennsylvania Fund............... 252 Strategic Income Fund........... 442 86 576 172 100 173 Tax Free High Income Fund....... 162 7,781 500 453 Tax Free Money Fund............. 2,184 7,132,555 789 Utility Fund.................... 314 75 375 150 152
- - --------------- (1)Except for the Tax Free Money Fund, ownership of the trustees and officers as a group constitutes less than 1% of the outstanding Shares of the respective VK Fund. With respect to the Tax Free Money Fund, Mr. Robinson owns 7,132,555 shares, or approximately 22% of such fund's outstanding shares. Messrs. Powell and McDonnell own, or have the opportunity to purchase, an equity interest in VK/AC Holding, Inc., the parent company of Van Kampen American Capital, and have entered into employment contract (for a term of five years) with Van Kampen American Capital. During each VK Fund's respective fiscal year ended in 1994, the VK Board held between five to ten meetings for each VK Fund. All of the Trustees of each VK Fund, including former trustee John C. Merritt who resigned from the board of each fund on January 28, 1995, attended at least 75% of the meetings of the respective VK Board and all committee meetings thereof of which such trustee was a member during such fiscal year. During each VK Fund's 1994 fiscal year, the VK Fund had no standing committees with the exception of an audit committee. 29 38 Mr. Merritt, who had been a trustee and chairman of the VK Funds, Van Kampen Merritt Series Trust and closed-end investment companies advised by the VK Adviser, also resigned as the chairman of the board, chief executive officer and a director of the VK Adviser, Van Kampen Merritt Management Inc., Van Kampen Merritt Inc., and chairman, chief executive officer, president, chief operating officer and director of The Van Kampen Merritt Companies, Inc. and VKM Holding, Inc. Mr. Merritt's resignation from these Van Kampen Merritt-related entities was related to the Acquisition. At or subsequent to the closing of the Acquisition, Mr. Merritt exercised options and sold approximately 49,740 shares of the common stock of Van Kampen American Capital at a price of $200 per share. In addition, Mr. Merritt has a severance agreement with Van Kampen American Capital entitling him to approximately $550,000 payable during 1995. Mr. Merritt was also a Director of McCarthy, Crisanti & Maffei, Inc., MCM Asia Pacific Company, Limited, a limited partner of R.L. Renck & Co., Inc., and Vice Chairman of the Municipal Securities Rulemaking Board. As of the end of each VK Fund's 1994 fiscal year, each VK Fund's audit committee consisted of Messrs. Kennedy, Gaughan, Miller and Nelson (collectively, the "Disinterested Trustees"). The audit committee makes recommendations to the VK Board concerning the selection of the VK Fund's independent public accountants, reviews with such accountants the scope and results of the VK Fund's annual audit and considers any comments that the accountants may have regarding the VK Fund's financial statements or books of account. The Disinterested Trustees also are responsible for the annual review of each VK Fund's investment advisory agreement and any other matters requiring the approval of the Disinterested Trustees under the 1940 Act. During each VK Fund's 1994 fiscal year, the audit committee of each VK Fund held between one to two meetings. If the Consolidation is approved at the Meeting, it is anticipated that the combined board will have two standing committees: an Audit Committee and a Brokerage Review Committee. It is anticipated that the Audit Committee will make recommendations to the combined board concerning the selection of independent public accountants, review with such accountants the scope and results of the annual audit and consider any comments which the accountants may have regarding the financial statements or books of account and that the Brokerage Review Committee will monitor the respective adviser's brokerage practices. It is also anticipated that each trustee not affiliated with the VK Funds or the AC Funds will serve on one of the committees, but no trustee shall serve on more than one committee and not receive additional compensation for serving on a committee. The Disinterested Trustees of each VK Fund are required to select and nominate Disinterested Trustees and are prepared to review nominations from shareholders to fill any vacancies in trusteeships. Nominations from shareholders should be in writing and addressed to the Disinterested Trustees at the respective VK Trust's 30 39 office. The Disinterested Trustees of each VK Trust expect to be able to identify from their own resources an ample number of qualified candidates. The compensation of trustees who are affiliated persons (as defined in the 1940 Act) of the VK Adviser, the Distributor or Van Kampen American Capital is paid by the respective entity. Each of the VK Funds pays compensation to all other trustees. During each VK Fund's 1994 fiscal year, each VK Fund paid trustees who were not affiliated persons of the VK Adviser, the Distributor or Van Kampen American Capital, $2,500 per year, and $250 per meeting of the VK Board, plus expenses. Members of the Audit Committee received $250 for each meeting of such committee. Under each VK Fund's retirement plan, trustees who are not affiliated with the VK Adviser, the Distributor or Van Kampen American Capital, have at least ten years of service and retire at or after attaining the age of 60 are eligible to receive a retirement benefit equal to $2,500 per year for each of the ten years following such trustee's retirement. Under certain conditions, reduced benefits are available for early retirement. Under each VK Fund's deferred compensation plan, a trustee who is not affiliated with the VK Adviser, the Distributor or Van Kampen American Capital can elect to defer receipt of all or a portion of the trustee's fees earned by such trustee until such trustee's retirement. The deferred compensation earns a rate of return determined by reference to the respective VK Fund's return or the return of other VK Funds as selected by the trustee. To the extent permitted by the 1940 Act, each VK Fund may invest in securities of other funds 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 respective VK Fund. 31 40 The following table provides summary compensation information for each of the incumbent trustees of each VK Fund: 1994 COMPENSATION TABLE(1)
PENSION OR RETIREMENT BENEFITS ACCRUAL AGGREGATE PER FUND ESTIMATED ANNUAL TOTAL COMPENSATION COMPENSATION AS PART BENEFITS FROM THE FUND FROM EACH OF FUND PER FUND UPON COMPLEX PAID TRUSTEE VK FUND EXPENSES RETIREMENT(2) TO TRUSTEES(3) - - ------------------- ------------ ---------------- ---------------- ------------------ R. Craig Kennedy... (4) (5) 2,500 $62,362 Philip P. Gaughan.......... (4) (5) 2,500 $63,250 Donald C. Miller... (4) (5) 2,500 $62,178 Jack E. Nelson..... (4) (5) 2,500 $62,362 Jerome L. Robinson......... (4) (5) 2,500 $58,475 Wayne W. Whalen.... (4) (5) 2,500 $49,875
- - --------------- (1) Messrs. Merritt and McDonnell, members of the VK Board during fiscal year 1994, were affiliated person of the VK Adviser and did not receive compensation or retirement benefits directly from the VK Funds. (2) This is the estimated annual benefits payable per year for the 10-year period commencing in the year of such Trustee's retirement by a VK Fund assuming: the Trustee has 10 or more years of service on the board of the VK Fund and retires at or after attaining the age of 60. Trustees retiring prior to the age of 60 or with fewer than 10 years of service for the VK Fund may receive reduced retirement benefits from such VK Fund. (3) Prior to the Consolidation, the Fund Complex consists of the 20 VK Funds. The amounts shown in this column are accumulated from the Aggregate Compensation of such funds in the Fund Complex during the calendar year ended December 31, 1994. The VK Adviser also serves as investment adviser for other investment companies; however, with the exception of Messrs. McDonnell and Whalen, the trustees of the VK Board are not trustees of such investment companies. Combining the Fund Complex with the other investment companies advised by the VK Adviser, Mr. Whalen received Total Compensation of $161,850 during the calendar year ended December 31, 1994. (4) The Aggregate Compensation from each individual VK Fund during its 1994 fiscal year is shown in Appendix C. Beginning in September 1994, each Trustee, except Messrs. Gaughan and Whalen, began deferring his aggregate compensation paid by the VK Funds. The total amount of deferred compensation (including interest) accrued with respect to each trustee from the Fund Complex as of December 31, 1994 is as follows: Mr. Kennedy $14,737; 32 41 Mr. Miller $14,553; Mr. Nelson $14,737; and Mr. Robinson $13,725. Beginning on January 1, 1995, Messrs. Gaughan and Whalen began deferring all of their compensation. Compensation deferred by a trustee is invested in one or more VK Funds until it is distributed to the trustee. (5) The Retirement Plan commenced as of August 1, 1994 for each of the VK Funds. The Retirement Plan expense accruals for each VK Fund during its 1994 fiscal year is shown in Appendix D. If the combination of the boards is approved by shareholders, the VK Funds anticipate certain changes in the compensation for trustees. Each VK Fund will pay trustees who are not affiliated persons of the VK Adviser, the Distributor or Van Kampen American Capital an annual retainer of $2,500 per year and $125 per regularly quarterly meeting of the VK Funds, plus expenses. No additional fees are proposed at the present time to be paid for special meetings, committee meetings or the chairmanship of the board. The principal cost associated with the combination of the two boards would be the added expense of compensating additional trustees. Seven of the eight additional trustees are not affiliated persons of the VK Adviser, the Distributor or Van Kampen American Capital and such persons are eligible for compensation from the VK Funds. In order to alleviate such additional expense, the trustees approved a reduction in the compensation per trustee and agreed to an aggregate annual compensation cap from the combined fund complex of $84,000 per trustee until December 31, 1996, based upon the current net assets and current number of Van Kampen American Capital funds (except that Mr. Whalen, who is also a trustee of 34 closed-end funds advised by the VK Adviser would receive an additional $119,000 for serving as a trustee for such funds). In addition, the VK Adviser has agreed to reimburse each VK Fund through December 31, 1996 for any increase in the aggregate trustees' compensation paid by such fund in its 1994 fiscal year. It is anticipated that reductions in the number of trustees on the combined board will reduce the aggregate compensation of the combined board to approximately the current aggregate compensation for each VK Fund. OFFICERS The following table sets forth certain information concerning the principal executive officers of each of the VK Funds and certain closed-end investment companies advised by the VK Adviser (other than information concerning Messrs. McDonnell and Powell, which is set forth above). The officers of the VK Funds serve for one year or until their respective successors are chosen and qualified. The officers receive no compensation from the VK Funds but are also officers or employees of the VK Adviser, the Distributor or Van Kampen American Capital and receive compensation in such capacities. The 33 42 address of each of the following persons is One Parkview Plaza, Oakbrook Terrace, Illinois 60181.
POSITIONS AND OTHER PRINCIPAL OCCUPATIONS NAME AND AGE OFFICES WITH EACH VK FUND IN PAST 5 YEARS - - --------------------- -------------------------- ------------------------------- Peter W. Hegel....... Vice President Executive Vice President and Age: 38 Portfolio Manager of the VK Adviser. Executive Vice President of the AC Adviser. Vice President of closed-end investment companies advised by the VK Adviser. Ronald A. Nyberg..... Vice President and Executive Vice President, Age: 41 Secretary General Counsel and Secretary of Van Kampen American Capital; Executive Vice President and a Director of the VK Adviser and the Distributor. Executive Vice President of the AC Adviser. Vice President and Secretary of closed-end investment companies advised by the VK Adviser. Director of ICI Mutual Insurance Co., a provider of insurance to members of the Investment Company Institute. Prior to March 1990, Secretary of Van Kampen Merritt Inc., the VK Adviser and McCarthy, Crisanti & Maffei, Inc. Edward C. Wood III... Vice President, Treasurer Senior Vice President of the VK Age: 39 and Chief Financial Adviser. Vice President, Officer Treasurer and Chief Financial Officer of closed-end investment companies advised by the VK Adviser. Nicholas Dalmaso..... Assistant Secretary Assistant Vice President and Age: 30 Attorney of Van Kampen American Capital. Assistant Secretary of closed-end investment companies advised by the VK Adviser. Prior to May, 1992, attorney for Cantwell & Cantwell, a Chicago law firm. Scott E. Martin...... Assistant Secretary Senior Vice President, Deputy Age: 38 General Counsel and Assistant Secretary of Van Kampen American Capital. Senior Vice President, Deputy General Counsel and Secretary of the VK Adviser and the Distributor. Assistant Secretary of closed-end investment companies advised by the VK Adviser.
34 43
POSITIONS AND OTHER PRINCIPAL OCCUPATIONS NAME AND AGE OFFICES WITH EACH VK FUND IN PAST 5 YEARS - - --------------------- -------------------------- ------------------------------- Weston B. Assistant Secretary Vice President, Associate Wetherell.......... General Counsel and Assistant Age: 38 Secretary of Van Kampen American Capital, the VK Adviser and the Distributor and an Assistant Secretary of McCarthy, Crisanti & Maffei, Inc. Assistant Secretary of closed-end investment companies advised by the VK Adviser. John L. Sullivan..... Controller First Vice President of the VK Age: 39 Adviser. Controller of closed-end investment companies advised by the VK Adviser. Steven M. Hill....... Assistant Treasurer Assistant Vice President of the Age: 30 VK Adviser. Assistant Treasurer of closed-end investment companies advised by the VK Adviser.
SHAREHOLDER APPROVAL The affirmative vote of a plurality of the Shares of a VK Trust present in person or by proxy is required to elect the nominees to such VK Trust. THE BOARDS OF TRUSTEES OF EACH VK TRUST RECOMMEND A VOTE "IN FAVOR" OF ALL OF THE NOMINEES. - - ------------------------------------------------------------------------------ PROPOSAL 4. APPROVAL OF CHANGE IN THE GLOBAL FUND'S FUNDAMENTAL INVESTMENT POLICY WITH RESPECT TO CONCENTRATION OF INVESTMENTS - - ------------------------------------------------------------------------------ The Global Fund, at its inception, designated as fundamental its policy of concentrating its investment in the banking industry. Specifically, the Global Fund's prospectus, dated April 28, 1995, states the following: In normal circumstances, and as a matter of fundamental policy, the Global Fund "concentrates" at least 25% of its assets in obligations of or issued by domestic and foreign companies engaged in the banking industry . . . . However, for temporary purposes when, as determined by the Adviser, business or financial conditions warrant, the Global Fund may invest less than 25% of its assets in such industry. Several significant changes have occurred in the banking industry since the Global Fund adopted its fundamental policy with respect to concentration. Competition in the industry for debt products has substantially narrowed profit margins from traditional lending activities. Moreover, the returns from traditional lending activities have also lagged behind the rising costs of funds due to recent interest rate increases engineered by the Federal Reserve Board of Governors. 35 44 In light of such changes, the VK Adviser determined that business and financial conditions warrant investing less than 25% of the Global Fund's assets in the banking industry on a temporary basis and, accordingly, the Global Fund currently invests less than 25% of its assets in the banking industry. The VK Adviser now believes that the best interest of shareholders of the Global Fund would be served if the Global Fund adopted a fundamental policy of not investing more than 25% of its assets in the banking industry. The adoption of such a policy would permit the Global Fund to effectively reduce its exposure to the risks associated with the banking industry and also enable the Global Fund to swiftly react to other market opportunities, but would limit the Global Fund's ability to invest in the banking industry to 25% of its assets should investment opportunities in the banking industry improve. At a meeting of the VK Board on April 7, 1995, the VK Adviser recommended that the Global Fund amend its fundamental policy with respect to concentration such that the Global Fund would no longer be permitted to invest more than 25% of its assets in the banking industry or in any other industry. Section 13(a) of the 1940 Act states that unless authorized by a vote of a "majority of the outstanding voting securities", an investment company may not deviate from, among other things, its policy in respect to concentration of investments in a particular industry, as recited in its prospectus. Although the prospectus of the Global Fund allows it to invest less than 25% of its assets in the banking industry, such level of investment is only for temporary purposes. In order to maximize flexibility with respect the management of the Global Fund's portfolio, and based on the recommendation of the VK Adviser, the VK Board unanimously voted to seek authorization from shareholders to eliminate the Global Fund's fundamental policy regarding concentration in the banking industry. SHAREHOLDER APPROVAL The affirmative vote of a "majority of the outstanding voting securities" of the Global Fund is required for approval of this Proposal 4. The affirmative vote of a "majority of the outstanding voting securities" is defined in the 1940 Act as the lesser of (i) 67% or more of the voting securities entitled to vote thereon present in person or by proxy at a meeting, if holders of more than 50% of the outstanding voting securities are present in person or represented by proxy at such meeting, or (ii) more than 50% of the outstanding voting securities of a fund. The holders of Shares of the Global Fund will vote together as a single class for this Proposal 4. THE BOARD OF TRUSTEES OF THE GLOBAL FUND RECOMMENDS A VOTE "FOR APPROVAL" OF THIS PROPOSAL 4. 36 45 - - ------------------------------------------------------------------------------ PROPOSAL 5: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS - - ------------------------------------------------------------------------------ The VK Board, including a majority of the Disinterested Trustees, have selected the firm of KPMG Peat Marwick LLP, independent public accountants, to examine the financial statements for the current fiscal year of each VK Fund. Each VK Fund knows of no direct or indirect financial interest of such firm in such VK Fund. Such appointment is subject to ratification or rejection by the shareholders of each VK Fund. Unless a contrary specification is made, the accompanying proxy will be voted in favor of ratifying the selection of such accountants. It is expected that KPMG Peat Marwick LLP will also act as independent public accountants for VK/AC Holding, Inc., Van Kampen American Capital, the VK Adviser and the Distributor. Representatives of KPMG Peat Marwick 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 each VK Fund, voting with respect to such VK Fund as a single class, are entitled to vote on this issue. An affirmative vote of a majority of the Shares of each VK Fund (excluding the Money Market Fund) present in person or by proxy and voting is required to ratify the selection of the accountants for such VK Fund. With respect to the Money Market Fund, an affirmative vote of a majority of the Shares of the Money Market Fund cast is required to ratify the selection of the accountants for such fund. THE BOARDS OF TRUSTEES OF EACH VK FUND RECOMMEND A VOTE "FOR" RATIFICATION OF KPMG PEAT MARWICK LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR OF EACH VK FUND. - - ------------------------------------------------------------------------------ EXPENSES - - ------------------------------------------------------------------------------ Van Kampen American Capital will initially bear the expense of preparing, printing and mailing the enclosed form of proxy, the accompanying Notice, this Proxy Statement and all other related costs in connection with the solicitation of proxies with respect to the Consolidation, which shall include reimbursement to banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the Shares of each VK Fund (the "Proxy Expense"). During the five-year period ending on the fifth anniversary of the consummation of the Consolidation, if a VK Fund realizes a benefit resulting from the Consolidation, the VK Fund will reimburse Van Kampen American Capital in an amount equal to the lesser of (i) the amount of such benefit or (ii) such VK Fund's pro rata share of the Proxy Expense. In no event shall the unreimbursed Proxy Expense born by Van Kampen American Capital accrue 37 46 interest or bear any other type of carrying charge. No VK Fund shall reimburse Van Kampen American Capital for any benefit received after the fifth anniversary of the consummation of the Consolidation. In order to obtain the necessary quorum at the Meeting, additional solicitation may be made by mail, telephone, telegraph or personal interview by representatives of each of the VK Funds, the VK Adviser or Van Kampen American Capital, or by dealers or their representatives or by Applied Mailing Systems, a solicitation firm located in Boston, Massachusetts. - - ------------------------------------------------------------------------------ SHAREHOLDER PROPOSALS - - ------------------------------------------------------------------------------ As a general matter, each VK Fund does not hold regular annual meetings of shareholders. Any shareholder who wishes to submit proposals for consideration at a meeting of such shareholder's VK Fund should send such proposal to the respective VK Fund at One Parkview Plaza, Oakbrook Terrace, Illinois 60181. To be considered for presentation at a shareholders' meeting, rules promulgated by the SEC require that, among other things, a shareholder's proposal must be received at the offices of such VK Fund a reasonable time before a solicitation is made. Timely submission of a proposal does not necessarily mean that such proposal will be included. - - ------------------------------------------------------------------------------ GENERAL - - ------------------------------------------------------------------------------ Management of each VK 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 each VK Fund entitled to be present and vote at the Meeting will be available at the offices of the respective VK Fund, One Parkview Plaza, Oakbrook Terrace, Illinois 60181, 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 for any VK Fund may necessitate adjournment and may subject such VK Fund to additional expense. IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. RONALD A. NYBERG, Vice President and Secretary June 2, 1995 38 47 APPENDIX A LIST OF 5% BENEFICIAL OWNERS
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF VK FUND NAME BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS - - --------------------- ---------------------------------- -------------------- ---------- GOVERNMENT FUND Donaldson Lufkin Jenrette 52,787 6% Securities Corporation Inc. Class C P.O. Box 2052 Jersey City, NJ 07303-2052 Bishop of the Roman Catholic 64,058 7% Diocese of Charlotte NC Class C C/O W.G. Weldon P.O. Box 36776 Charlotte, NC 28236-6776 Martha J. Ruoff Estate 63,809 7% Russell Ruoff Conservator Class C 435 North Alfred Los Angeles, CA 90048-2504 TAX FREE HIGH INCOME Bernard Segall 27,292 5% FUND 3501 Westlake Drive Class C Austin, TX 78746-1610 Smith Barney Shearson 69,109 46% 388 Greenwich Street Class D New York, NY 10013-2375 John A. Wilson 78,104 53% Diane Brittian Co. Tr. Class D John A. Wilson Rev. Trust 4458 Cardiff Ft. Worth, TX 76133-3551 MUNICIPAL INCOME FUND Edward D. Jones and Co. 17,512 5% F/A/O Frieda K. Bowker Ttee. Class C P.O. Box 2500 Maryland Heights, MO 63043-8500 Dain Bosworth Inc. FBO 19,303 6% Richard I. and Eleanor L. Nannini Class C 2925 Juliann Way Reno, NV 89509-5198 Donald L. and Eleanor W. Reid 70,144 100% 1875 S. Orlando Class D Maitland, FL 32751-6668 LIMITED TERM Edward D. Jones and Co. 26,614 5% MUNICIPAL FUND F/A/O William J. Cole Ttee. Class C P.O. Box 2500 Maryland Heights, MO 63043-8500 Edward D. Jones and Co. 26,614 5% F/A/O William J. Cole Ttee. Class C P.O. Box 2500 Maryland Heights, MO 63043-8500
A-1 48 LIST OF 5% BENEFICIAL OWNERS -- CONTINUED
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF VK FUND NAME BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS - - --------------------- ---------------------------------- -------------------- ---------- LIMITED TERM Robert Joseph Holuba 30,541 6% MUNICIPAL FUND 2 Hackensack Avenue Class C Kearny, NJ 07032-4611 Sweet Candy Company 36,847 7% Attn: Curtis Anderson Class C 224 South 2nd West Salt Lake City, UT 84101-1801 Stanley J. & Robert J. Holuba Co. 45,007 9% Tr. Class C Stanley Joseph Holuba Trust 2 Hackensack Avenue Kearny, NJ 07032-4611 Stanson Corporation 45,980 9% 2 Hackensack Avenue Class C Kearny, NJ 07032-4611 Helen Friedman 50,765 10% 74 Hillside Avenue Class C Short Hills, NJ 07078-2054 Stanley Jacob Holuba 53,209 10% Robert Joseph Holuba Co. Tr. Class C Stanley Joseph Holuba Trust 2 Hackensack Avenue Kearny, NJ 07032-4611 CALIFORNIA INSURED Oluyemisi S. Afuape 8,655 5% TAX FREE FUND P.O. Box 50226 Class C Pasadena, CA 91115-0226 Eugene C. & Joan A. Ostrander Tt 8,888 5% Eugene C. and Joan A. Ostrander Class C Fam. Tr. 4440 Cerritos Avenue Long Beach, CA 90807-2464 Dennis W. Zaiko 8,592 5% G. Linda Ruiz-Zaiko Co. Tr. Class C Zaiko Family Trust 4 Ashford Ct. Alamo, CA 94507-2406 Richard M. Sasahara 10,889 6% 16222 S. St. Andrews Pl. Class C Gardena, CA 90247-4624 Timothy J. & Mary Beth Conlon 12,205 7% Ttee. Timothy J. Conlon & Mary Class C Beth Conlon Revoc. Tr. 272 Donald Drive Moraga, CA 94556-2310
A-2 49 LIST OF 5% BENEFICIAL OWNERS -- CONTINUED
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF VK FUND NAME BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS - - --------------------- ---------------------------------- -------------------- ---------- CALIFORNIA INSURED Kenneth A. and Vera Scott 12,448 7% TAX FREE FUND 38045 Wesley Ct. Class C Palm Dale, CA 93552-3238 Carol Ruth Henry Tr. 14,963 8% Carol Ruth Henry Rev. Liv. Tr. Class C 1105 Ironwood Rd. Alameda, CA 94502-6620 Robert L. Hayes Tr. 17,107 9% u/w Gloria Henry Class C 3599 Wells Rd. Oakley, CA 94561-5011 Kenneth Henry Tr. 17,447 10% Kenneth Henry Rev. Liv. Tr. Class C 3599 Well Rd. Oakley, CA 94561 Abdullah M.S. Al Athel 17,550 10% Lolowa Al Athel Class C 23511 Paseo De Valencia Laguna Hills, CA 92653 FLORIDA INSURED TAX Peter C. and Jane H. Manus 56,224 6% FREE 1471 NW Sweet Bay Cir. Class B Palm City, FL 34990-8012 Wayne R. Darnell 662 22% 13840 Wilcox Rd. Class C Largo, FL 34644-2106 Ada L. Dean 723 24% 9433 Fountainbleau Blvd. Class C Apt. 207 Miami, FL 33172-5684 Edward D. Jones & Co. 698 24% F/A/O Janice R. Carter Class C P.O. Box 2500 Maryland Heights, MO 63043-8500 PaineWebber for the Benefit of 710 24% Eunice M. Lasche Class C 7308 Ola Avenue Tampa, FL 33604-4064 NEW JERSEY TAX FREE Donaldson Lufkin Jenrette 16,644 5% Securities Corporation Inc. Class A P.O. Box 2052 Jersey City, NJ 07303-2052
A-3 50 LIST OF 5% BENEFICIAL OWNERS -- CONTINUED
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF VK FUND NAME BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS - - --------------------- ---------------------------------- -------------------- ---------- NEW JERSEY TAX FREE Maliad and Mary Maher 21,277 7% 228 Eagle Rock Avenue Class A Roseland, NJ 07068-1711 Prudential Securities FBO 35,852 7% Edith P.C. Taylor Class B 25 Hickory Place Apt. D-1 Chatham, NJ 07928-1479 Edward D. Jones & Co. 1,662 7% F/A/O Henry J. Glaser Jr. Class C P.O. Box 2500 Maryland Heights, MO 63043-8500 Garden State Cutting 3,504 16% Attn: Vincent Landi Class C 66 Gray Street Paterson, NJ 07501-3502 John H. and Carol A. Schroeder 3,619 16% 20 Byron Dr. Class C Mount Laurel, NJ 08054-4700 Louise I. Grill 10,879 50% C/O Alvin H. Frankel POA Class C 601 Haddon Avenue Collingswood, NJ 08108-3703 NEW YORK TAX FREE PaineWebber For the Benefit of 722 5% Mr. Charles L. and Catherine Boss Class C 29 Emerson Place Sag Harbor, NY 11963-2310 PaineWebber For the Benefit of 1,219 8% Lauren M. Schwartz C/F Class C Noah A. Schwartz UNIF Gift to Min Act NY 98 Irma Drive Oceanside, NY 11572-5717 Prudential Securities FBO 2,097 14% Linda A. and Kenneth Kahn Class C 80 Lancaster Buffalo, NY 14222-1404 PaineWebber For the Benefit of 3,146 22% Edwin E. Koral Class C 755 Edge of Woods Rd. Water Mill, NY 11976-2430
A-4 51 LIST OF 5% BENEFICIAL OWNERS -- CONTINUED
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF VK FUND NAME BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS - - --------------------- ---------------------------------- -------------------- ---------- NEW YORK TAX FREE PaineWebber For the Benefit of 6,184 43% Betty Ballin, Special Account Class C 17 Michael F Street Locust Valley, NY 11560-1223 PENNSYLVANIA TAX FREE Donaldson Lufkin Jenrette 8,394 5% INCOME Securities Class C Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 Donaldson Lufkin Jenrette 11,816 7% Securities Class C Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-2052 PaineWebber For the Benefit of 25,327 15% Wise Business Forms Inc. Class C Bonnie Brook Industrial Park P.O. Box 1666 Butler, PA 16003-1666 HIGH YIELD First Incorporate 11,489 5% 105 South Parkway Class C Columbus, NE 68601-4505 A. Donald Gilden & Gary M. Sidell 10,031 5% Ttee. Class C U/W/O Paul L. Strassberg 765 Robin Rd. Amherst, NY 14228-1045 Jim Osherow 9,821 5% 4196 Derrwood Dr. Class C Akron, OH 44333-1134 Prudential Securities FBO 10,497 5% Doris, Michael & Richard Class C Maceroni, & Christine Correll & Laura Trombley Sterling Heights, MI 48313 Kathleen G. McRae 16,293 8% 4048 Taylor Rd. Class C Chesapeake, VA 23321-5510 Elwyn J. Remington Ttee. 21,478 10% Elwyn J. Remington Rev. Tr. Class C 1504 1st Ave. Antigo, WI 54409-1101 SHORT TERM GLOBAL Matthew Chapman 1,305 5% 5771 Royal Ave. Class C Eugene, OR 97402-9335
A-5 52 LIST OF 5% BENEFICIAL OWNERS -- CONTINUED
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF VK FUND NAME BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS - - --------------------- ---------------------------------- -------------------- ---------- SHORT TERM GLOBAL Roney & Co. FBO 1,787 7% Ralph M. & Carla J. Wright Class C 1 Griswold St. Detroit, MI 48226-3411 Nationsbank Tr. 802,021 7% Health Services Self Ins. Tr. Class A P.O. Box 831575 Dallas, TX 75283 Raymond James & Assoc. Inc. 2,184 9% Hugh D. McPherson IRA Class C 1217 Denton Rd. Winter Park, FL 32792-2774 Xerox Financial Services 1,161,012 11% Life Insurance Co. Class A 1 Tower Ln. #3000 Villa Park, IL 60181-4644 Edward D. Jones & Co. 3,272 13% F/A/O Gaines Electric Co. Inc. Class C P.O. Box 2500 Maryland Heights, MO 63043-8500 Principal Financial IRA Cust. FBO 3,642 15% Mary Alice Murphy Class C P.O. Box 215132 Dallas, TX 75221-5132 Principal Financial Cust. FBO 10,423 43% Mary A. Murphy Class C P.O. Box 508 Dallas, TX 75221-0508 ADJUSTABLE RATE U.S. Chicago Board of Education 291,531 14% GOVERNMENT Attn: Treasury Dept. 6 West Class B 1918 W. Pershing Rd. Chicago, IL 60609-2321 PaineWebber For the Benefit of 45,887 15% Breakstone Investment Partners, Class C Ltd. 19500 Collins Ave. N. Miami Beach, FL 33160-2259 Chicago Board of Education 53,362 17% Attn: Treasury Dept. 6 West Class C 1918 W. Pershing Rd. Chicago, IL 60609-2321
A-6 53 LIST OF 5% BENEFICIAL OWNERS -- CONTINUED
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF VK FUND NAME BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS - - --------------------- ---------------------------------- -------------------- ---------- ADJUSTABLE RATE R & N Associates 110,724 18% U.S. GOVERNMENT C/O Glen Neubert Class A 4100 McEwen Rd. Dallas, TX 75244-5107 Putnam Savings Bank 98,334 32% A Corporation Class C P.O. Box 151 Putnam, CT 06260-0151 STRATEGIC INCOME Joseph E. & Frances J. Mullaney 7,862 5% 107 Timber Ridge Rd. Class C Newtown, PA 18940-2807 Rabun O. Smith & 8,324 5% Kimberly Smith Harris Class C 305 Tanglewood Ct. Warner Robins, GA 31093-2110 Donaldson Lufkin Jenrette 8,881 5% Securities Corporation Inc. Class C P.O. Box 2052 Jersey City, NJ 07303-2052 MER & Co. FBO 8,634 5% Don Sykes Class C P.O. Box 1447 Terre Haute, IN 47808-1447 Raymond James & Assoc. Inc. 14,137 9% Fredrick E. Starn IRA Class C 219 Thornton Dr. Palm Beach Gardens, FL 33418-8036 Felipe G. Sanchez 13,829 9% Mexico DF Enrique Class C Rebsamen No. 314 Col Narvarte, MX 03100 Edward D. Jones & Co. F/A/O 15,197 10% Edward D. Jones & Co. Cust. Class C FBO Herman L. Dunning IRA P.O. Box 2500 Maryland Hts, MO 63043-8500 EMERGING MARKETS Van Kampen American Capital 420,100 100% Distributors, Inc. Class A One Parkview Plz., 9th Floor Oakbrook Terrace, IL 60181-4486 Van Kampen American Capital 140,100 100% Distributors, Inc. Class B One Parkview Plz., 9th Floor Oakbrook Terrace, IL 60181-4486
A-7 54 LIST OF 5% BENEFICIAL OWNERS -- CONTINUED
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF VK FUND NAME BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS - - --------------------- ---------------------------------- -------------------- ---------- EMERGING MARKETS Van Kampen American Capital 140,100 100% Distributors, Inc. Class C One Parkview Plz., 9th Floor Oakbrook Terrace, IL 60181-4486 GROWTH AND INCOME Edward D. Jones and Co. 3,763 5% FUND F/A/O International Guards Union Class C P.O. Box 2500 Maryland Heights, MO 63043-8500 Donaldson Lufkin Jenrette 3,976 5% Securities Corporation Inc. Class C P.O. Box 2052 Jersey City, NJ 07303-2052 Donaldson Lufkin Jenrette 5,242 7% Securities Corporation Inc. Class C P.O. Box 2052 Jersey City, NJ 07303-2052 Parker Hunter Inc. FBO 14,476 19% Dolores M.L. Esparraguera IRA Class C Parker/Hunter Custodian 9 Glenview Avenue Oil City, PA 16301-2137 Parker Hunter Inc. FBO 16,354 22% Frank Esparraguera IRA Class C Parker/Hunter Custodian 9 Glenview Avenue Oil City, PA 16301-2137 UTILITY FUND L.J. Thompson 5,178 5% New Canton Highway Class C P.O. Box 273 Clyde, NC 28721-0273 Donaldson Lufkin Jenrette 6,002 6% Securities Corporation Inc. Class C P.O. Box 2052 Jersey City, NJ 07303-2052 John A. Blackwell Tr. 7,014 7% Blackwell-Stevenson Co. P/S/Plan Class C 1840 Mayview Rd. Bridgeville, PA 15017-1556 L.P. & Teresa Anderson Foundation 6,731 7% P.O. Box 190 Class C Miles City, MT 59301-0190
A-8 55 LIST OF 5% BENEFICIAL OWNERS -- CONTINUED
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF VK FUND NAME BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS - - --------------------- ---------------------------------- -------------------- ---------- UTILITY FUND PaineWebber For the Benefit of San 6,860 7% Jose State University FNDN Class C Attn: John Troyan P.O. Box 720130 San Jose, CA 95172-0130 Interstate/Johnson Lane 8,160 8% Interstate Tower Class C P.O. Box 1220 Charlotte, NC 28201-1220 BALANCED FUND Edward D. Jones & Co. F/A/O 15,805 5% Clyde M. Harper Class A P.O. Box 2500 Maryland Heights, MO 63043-8500 Donaldson Lufkin Jenrette 3,406 7% Securities Corporation Class C P.O. Box 2052 Jersey City, NJ 07303-2052 Parker Hunter Inc. FBO 18,534 39% Dolores M.L. Esparraguera IRA Class C Parker/Hunter Custodian 9 Glenview Avenue Oil City, PA 16301-2137 Parker Hunter Inc. FBO 20,941 44% Frank Esparraguera IRA Class C Parker/Hunter Custodian 9 Glenview Avenue Oil City, PA 16301-2137 TAX FREE MONEY FUND Jerome L. Robinson 2,462,554 7% C/O Robinson Tech. Products Corp. P.O. Box 350-115 River Rd. Edgewater, NJ 07020 Jerome L. Robinson 4,000,000 12% C/O Robinson Tech. Products Corp. Re: Merchants Bank of New York P.O. Box 350-115 River Rd. Edgewater, NJ 07020-1007 Jerome L. Robinson 670,001 3% C/O Robinson Tech. Products Corp. Re: NatWest P.O. Box 350-115 River Rd. Edgewater, NJ 07020-1007
A-9 56 APPENDIX B AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of , 1995 (the "Agreement") between Van Kampen Merritt a Massachusetts business trust (the "Van Kampen Trust"), on behalf of its sub-trust, Van Kampen Merritt (the "Van Kampen Fund"), and Van Kampen Merritt , a Delaware business trust (the "New Trust"), on behalf of its series, Van Kampen Merritt Fund (the "New Fund"). WHEREAS the Van Kampen Fund is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS the Van Kampen Trust is authorized to issue an unlimited number of shares of beneficial interest without par value; WHEREAS the New Trust was organized pursuant to an Agreement and Declaration of Trust dated May , 1995, and is presently authorized to establish and designate separate series thereof which may issue shares of beneficial interest, without par value, including shares of a series such as the New Fund; WHEREAS, for good and sufficient business reasons the parties desire to change the place of organization of the Van Kampen Trust and Van Kampen Fund; and WHEREAS, the parties intend that this transaction (the "Reorganization") qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows: 1. Plan of Reorganization. The Van Kampen Fund shall, prior to the Effective Time of the Reorganization, as defined below, transfer all of its business and assets and assign all of its liabilities to the New Fund, and the New Fund shall acquire all such business and assets and shall assume all such liabilities of the Van Kampen Fund in exchange for delivery to the Van Kampen Fund of a number of shares of the New Fund (both full and fractional) equivalent to the number of shares of the Van Kampen Fund outstanding immediately prior to the Effective Time of the Reorganization. All debts, liabilities, obligations and duties of the Van Kampen Fund, to the extent that they exist at or after the Effective Time of the Reorganization, shall after the Effective Time of the Reorganization attach to the New Fund and may be enforced against the New Fund to the same extent as if the same had been incurred by the New Fund. B-1 57 2. Liquidation and Dissolution of the Van Kampen Fund. At the Effective Time of the Reorganization, the Van Kampen Fund will liquidate and the shares of the New Fund (both full and fractional) received by the Van Kampen Fund will be distributed to the shareholders of the Van Kampen Fund in exchange for their shares of the Van Kampen Fund, each shareholder to receive a number of shares of the New Fund equal to the number of shares of the Van Kampen Fund held by such person. Such liquidation and distribution will be accompanied by the establishment of an open account on the share records of the New Fund in the name of each shareholder of the Van Kampen Fund and representing the respective pro rata number of shares of the New Fund due such shareholder. Certificates for shares of the Van Kampen Fund issued prior to the Reorganization shall represent outstanding shares of the New Fund after the Effective Time of the Reorganization. As soon as practicable after the Effective Time of the Reorganization, the Van Kampen Trust shall file with the Trust Division of the Secretary of State of the Commonwealth of Massachusetts (the "Division") a copy of the resolutions of its Trustees to terminate the Van Kampen Trust, in such form as shall be satisfactory to the Division, and which resolutions shall include the exact date of the Van Kampen Trust's termination and shall take, in accordance with Massachusetts law, all other steps as shall be necessary and proper to effect a complete dissolution of the Van Kampen Trust and the Van Kampen Fund. 3. Issued Share. Prior to the Effective Time of the Reorganization and after the Van Kampen Fund has taken the actions authorized by shareholders of the Van Kampen Fund pursuant to Section 4(f) hereof, the single share of the New Fund heretofore held by the Van Kampen Fund shall be redeemed and canceled by the New Fund. 4. Conditions Precedent. The obligations of the Van Kampen Fund, the New Trust and the New Fund to effectuate the Plan of Reorganization and Liquidation hereunder shall be subject to the satisfaction of each of the following conditions: (a) Such authority, including "no-action" letters and orders from the Securities and Exchange Commission (the "Commission") and state securities commissions as may be necessary to permit the parties to carry out the transactions contemplated by this Agreement, shall have been received. (b) One or more post-effective amendments to the Registration Statement of the Van Kampen Trust on Form N-1A under the Securities Act of 1933 and the 1940 Act, containing (i) such amendments to such Registration Statement as are determined by the Board of Trustees of the Van Kampen Trust to be necessary and appropriate as a result of the Plan of Reorganization and Liquidation and (ii) the adoption by the New Trust of such Registration Statement as its own, on behalf of the New Fund, shall have been filed with the Commission and such post-effective amendment or amendments to the Registration Statement shall have become effective, and no stop-order suspending the effectiveness of the B-2 58 Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission (and not withdrawn or terminated). (c) Each party shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom that both the New Trust and New Fund are duly formed and existing under the laws of the State of Delaware and that the shares of the New Trust to be issued pursuant to the terms of this Agreement have been duly authorized, and, when issued and delivered as provided in this Agreement, will have been validly issued, fully paid and nonassessable. (d) Each party shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom to the effect that the reorganization contemplated by this Agreement qualifies as a "reorganization" under Section 368(a)(1) of the Code, and each party shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom to the effect that each series established pursuant to the Agreement and Declaration of Trust of the New Trust will be treated as a separate association taxable as a corporation for federal income tax purposes which potentially qualifies as a regulated investment company under the Code to the extent that the New Fund complies with the requirements of Section 851 of the Code. (e) The Shares of the New Fund shall have been duly qualified for offering to the public in all states of the United States, the Commonwealth of Puerto Rico and the District of Columbia (except where such qualifications are not required) so as to permit the transfers contemplated by this Agreement to be consummated. (f) A vote approving this Agreement and the reorganization contemplated hereby shall have been adopted by at least a majority of the outstanding shares of beneficial interest of the Van Kampen Fund entitled to vote at an annual or special meeting and the shareholders of the Van Kampen Fund shall have voted at such meeting to direct the Van Kampen Fund to vote, and the Fund shall have voted, as the sole shareholder of the New Fund to: (1) elect the Nominees set forth in the Proxy Statement delivered to the shareholders of the Van Kampen Fund as Trustees of the Trust; (2) approve an Investment Advisory Agreement (the "Advisory Agreement") between the New Fund and Van Kampen American Capital Investment Advisory Corp.; (3) approve a Plan of Distribution under Rule 12b-1 with respect to each class of shares of the New Fund (the "Plans of Distribution"); and (4) ratify the selection of KPMG Peat Marwick LLP as the New Fund's independent auditors for the fiscal year ending . B-3 59 (g) The Trustees of the New Trust shall have taken the following actions at a meeting duly called for such purposes: (1) approval of the Advisory Agreement; (2) approval of an Underwriting Agreement between the New Fund and Van Kampen American Capital Distributors, Inc.; (3) approval of the Plans of Distribution; (4) selection of KPMG Peat Marwick LLP as the New Fund's independent auditors for the fiscal year ending ; (5) authorization of the issuance by the New Trust, prior to the Effective Time of the Reorganization, of one share of the New Fund to the Van Kampen Fund in consideration for the payment of $ for the purpose of enabling the Van Kampen Fund to vote on the matters referred to in paragraph (f) in this Section 4; (6) submission of the matters referred to in paragraph (f) of this Section 4 to the Van Kampen Fund as the sole shareholder of the New Fund; and (7) authorization of the issuance by the New Trust of shares of the New Fund at the Effective Time of the Reorganization in exchange for the assets of the Fund pursuant to the terms and provisions of this Agreement. At any time prior to the Effective Time of the Reorganization, any of the foregoing conditions may be waived by the Board of Trustees of the Van Kampen Trust if, in the judgment of such Board, such waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders of the Van Kampen Fund. 5. Effective Time of the Reorganization. The exchange of the Van Kampen Fund's business and assets for shares of the New Fund shall be effective as of 5:00 P.M., Delaware Time on , 1995 or at such other time and date as fixed by the mutual consent of the parties (the "Effective Time of the Reorganization"). 6. Termination. The Trustees of the Van Kampen Trust and the Trustees of the New Trust may terminate this Agreement and abandon the reorganization contemplated hereby, notwithstanding approval thereof by the shareholders of the Van Kampen Fund at any time prior to the Effective Time of the Reorganization, if circumstances should develop that, in their judgment, make proceeding with this Agreement inadvisable. 7. Limitation of Liability of the Trustees and Shareholders. Each of the Van Kampen Trust and the New Trust acknowledge and agree that, pursuant to the Agreement and Declaration of Trust of both the Van Kampen Trust and the New Trust, shareholders, trustees, officers, employees or agents of the Trust shall not B-4 60 personally be bound by or liable under this Agreement, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder. IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed and delivered by their duly authorized officers as of the day and year first written above. ---------------------------------- By: ---------------------------------- Its: ---------------------------------- ---------------------------------- By: ---------------------------------- Its: ---------------------------------- ---------------------------------- By: ---------------------------------- Its: ---------------------------------- B-5 61 APPENDIX C 1994 AGGREGATE COMPENSATION FROM EACH VK FUND The following schedule sets forth the aggregate compensation paid to each incumbent trustee by each VK Fund during its respective 1994 fiscal year.
TRUSTEE ------------------------------------------------------- VK FUND NAME GAUGHAN KENNEDY MILLER NELSON ROBINSON WHALEN - - ------------------------------------------------------------------------ ------- ------- ------ ------ -------- ------ Adjustable Rate Fund.................................................... $3,158 $2,658 $3,158 $3,158 $3,161 $ 890 Balanced Fund........................................................... 250 250 250 250 250 250 California Fund......................................................... 3,778 2,891 2,891 2,891 2,892 2,903 Emerging Markets Fund................................................... 766 766 766 766 767 266 Florida Fund............................................................ 1,012 750 750 750 750 1,013 Global Fund............................................................. 3,783 3,783 3,783 3,783 3,786 891 Government Fund......................................................... 3,778 2,891 2,891 2,891 2,892 2,903 Growth and Income Fund.................................................. 3,783 3,783 3,783 3,783 3,786 891 High Yield Fund......................................................... 4,033 4,033 4,033 4,033 4,036 1,141 Insured Fund............................................................ 3,778 2,891 2,891 2,891 2,892 2,903 Limited Term Municipal Fund............................................. 3,778 2,891 2,891 2,891 2,892 2,903 Money Market Fund....................................................... 3,783 3,783 3,783 3,783 3,786 891 Municipal Income Fund................................................... 3,778 2,891 2,891 2,891 2,892 2,903 New Jersey Fund......................................................... 1,012 750 750 750 750 1,012 New York Fund........................................................... 1,012 750 750 750 750 1,012 Pennsylvania Fund....................................................... 3,778 2,891 2,891 2,891 2,892 2,903 Strategic Income Fund................................................... 2,016 2,016 2,016 2,016 2,017 891 Tax Free High Income Fund............................................... 3,778 2,891 2,891 2,891 2,892 2,903 Tax Free Money Fund..................................................... 3,783 3,783 3,783 3,783 0 891 Utility Fund............................................................ 3,158 3,158 3,158 3,158 3,161 891
C-1 62 APPENDIX D 1994 RETIREMENT BENEFITS ACCRUED AS PART OF VK FUND EXPENSES The following schedule sets forth the pension or retirement benefits accrued for each nominee by each VK Fund during its respective 1994 fiscal year.
TRUSTEE ------------------------------------------------------------ FUND GAUGHAN KENNEDY MILLER NELSON ROBINSON WHALEN - - ----------------------------------------------------------- ------- ------- ------ ------ -------- ------ Adjustable Rate Fund(1).................................... Balanced Fund(1)........................................... California Fund............................................ $ 990 $45 $1,732 $511 $830 $329 Emerging Markets Fund(1)................................... Florida Fund(1)............................................ Global Fund(1)............................................. Government Fund............................................ 997 45 1,414 495 833 340 Growth and Income Fund(1).................................. High Yield Fund(1)......................................... Insured Fund............................................... 996 45 2,017 520 832 339 Limited Term Municipal Fund................................ 559 44 0 371 710 230 Money Market Fund(1)....................................... Municipal Income Fund...................................... 824 45 1,131 428 827 278 New Jersey Fund(1)......................................... New York Fund(1)........................................... Pennsylvania Fund.......................................... 990 45 1,494 466 830 312 Strategic Income Fund(1)................................... Tax Free High Income Fund.................................. 994 45 1,881 484 831 330 Tax Free Money Fund(1)..................................... Utility Fund(1)............................................
- - ------------------------- (1) The 1994 fiscal year for each of these VK Funds ended on June 30, 1994; and the Retirement Plan did not commence until August 1994 for each VK Fund. D-1 63 ------- VKSTG ------- 64 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT U.S. GOVERNMENT FUND A SUB-TRUST OF VAN KAMPEN MERRITT U.S. GOVERNMENT TRUST PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 65 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
66 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT TAX FREE HIGH INCOME FUND A SUB-TRUST OF VAN KAMPEN MERRITT TAX FREE FUND PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 67 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
68 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT MUNICIPAL INCOME FUND A SUB-TRUST OF VAN KAMPEN MERRITT TAX FREE FUND PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 69 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
70 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT LIMITED TERM MUNICIPAL INCOME FUND A SUB-TRUST OF VAN KAMPEN MERRITT TAX FREE FUND PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 71 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
72 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT CALIFORNIA INSURED TAX FREE FUND A SUB-TRUST OF VAN KAMPEN MERRITT TAX FREE FUND PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 73 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
74 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT FLORIDA INSURED TAX FREE INCOME FUND A SUB-TRUST OF VAN KAMPEN MERRITT TAX FREE FUND PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 75 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
76 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT NEW JERSEY TAX FREE INCOME FUND A SUB-TRUST OF VAN KAMPEN MERRITT TAX FREE FUND PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 77 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
78 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT NEW YORK TAX FREE INCOME FUND A SUB-TRUST OF VAN KAMPEN MERRITT TAX FREE FUND PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 79 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
80 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT PENNSYLVANIA TAX FREE INCOME FUND PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE: ______________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 81 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing. - - ------------------------------------------------------------------------------------------------------------------------------------ 1. Not Applicable to the Fund. FOR AGAINST ABSTAIN 2. As to the proposal to approve the amendment and restatement of the Fund's Agreement and Declaration of Trust: / / / / / / FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected and qualified: / / / / / / J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, __________________________________________________ Wayne W. Whalen, William S. Woodside __________________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. __________________________________________________ 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal year of the Fund: / / / / / / L L L
82 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT HIGH YIELD FUND A SUB-TRUST OF VAN KAMPEN MERRITT TRUST PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 83 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
84 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT SHORT-TERM GLOBAL INCOME FUND A SUB-TRUST OF VAN KAMPEN MERRITT TRUST PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE: ______________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 85 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing. - - ------------------------------------------------------------------------------------------------------------------------------------ FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of a Delaware business trust: / / / / / / 2. Not Applicable to the Fund FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected and qualified: / / / / / / J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, _______________________________________________ Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside _______________________________________________ INSTRUCTION: To withhold authority to vote for one or more _______________________________________________ of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. FOR AGAINST ABSTAIN 4. As to the proposal to approve a change in the Fund's fundamental investment policy with respect to the concentration of its investments: / / / / / / FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal year of the Fund: / / / / / / L L L
86 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT ADJUSTABLE RATE U.S. GOVERNMENT FUND A SUB-TRUST OF VAN KAMPEN MERRITT TRUST PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 87 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
88 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT STRATEGIC INCOME FUND A SUB-TRUST OF VAN KAMPEN MERRITT TRUST PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 89 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
90 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT EMERGING MARKETS INCOME FUND A SUB-TRUST OF VAN KAMPEN MERRITT TRUST PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 91 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
92 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT GROWTH AND INCOME FUND A SUB-TRUST OF VAN KAMPEN MERRITT EQUITY TRUST PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 93 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
94 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT UTILITY FUND A SUB-TRUST OF VAN KAMPEN MERRITT EQUITY TRUST PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 95 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
96 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT BALANCED FUND A SUB-TRUST OF VAN KAMPEN MERRITT EQUITY TRUST PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 97 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
98 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT TAX FREE MONEY FUND PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 99 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
100 Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings. Please be sure to sign and date this Proxy. Please return the proxy card in the enclosed envelope. Please detach at perforation before mailing. - - -------------------------------------------------------------------------------- VAN KAMPEN MERRITT MONEY MARKET FUND A SERIES OF VAN KAMPEN MERRITT MONEY MARKET TRUST PROXY SOLICITED BY THE TRUSTEES The undersigned holder of shares of beneficial interest, without par value, of the above referenced fund (the "Fund"), hereby appoints Ronald A. Nyberg and Edward C. Wood, 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 Hyatt Regency Oak Brook, York Room - Lower Level, 1909 Spring Road, Oak Brook, IL 60521, on Friday, July 21, 1995 at 2:30 p.m., and at any and all adjournments thereof (the "Meeting"), and thereat to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions specified on the reverse side. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Joint Meeting to be held on July 21,1995. DATE:____________________________,1995 Please sign this proxy in the box below exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. 101 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 BELOW 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, as shown, using blue or black ink or dark pencil. Do not use red ink. / / Please detach at perforation before mailing - - ------------------------------------------------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 1. As to the proposal to approve the Fund's reorganization and conversion to a series of Delaware business trust: / / / / / / 2. Not Applicable to the Fund. FOR ALL WITHHOLD FOR ALL EXCEPT 3. Authority to vote to elect fifteen trustees of the Trust to serve until their respective successors are duly elected / / / / / / and qualified: J. Miles Branagan, Dr. Richard E. Caruso, Philip P. Gaughan, Dr. Roger Hilsman, R. Craig Kennedy, Dennis J. McDonnell, Donald C. Miller, Jack E. Nelson, Don G. Powell, David Rees, Jerome L. Robinson, Lawrence J. Sheehan, Dr. Fernando Sisto, Wayne W. Whalen, William S. Woodside ________________________________________ ________________________________________ ________________________________________ INSTRUCTION: To withhold authority to vote for one or more of the nominees, check FOR ALL EXCEPT and write the nominee's name(s) on the lines to the right. 4. Not Applicable to the Fund. FOR AGAINST ABSTAIN 5. As to the proposal to ratify the selection of KPMG Peat Marwick LLP as independent public accountants for the current fiscal / / / / / / year of the Fund:
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