DEF 14A 1 c75183def14a.txt DEFINITIVE PROXY STATEMENT 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 Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 VAN KAMPEN EXCHANGE FUND -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No Fee Required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- (5) Total fee paid: -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------------------- (4) Date Filed: -------------------------------------------------------------------------------- -- MAY 2003 -- -------------------------------------------------------------------------------- IMPORTANT NOTICE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TO VAN KAMPEN EXCHANGE FUND PARTNERS -------------------------------------------------------------------------------- QUESTIONS & ANSWERS --------------------------------------- Although we recommend that you read the complete Proxy Statement, for your convenience, we have provided a brief overview of the issues to be voted on. --------------------------------------- Q WHY AM I RECEIVING THIS PROXY STATEMENT? A This is the Annual Meeting of Partners. You are being asked to vote on a proposal to elect fourteen nominees for Managing General Partners. Q WILL MY VOTE MAKE A DIFFERENCE? A Yes, your vote is important and will make a difference. We encourage all Partners to participate in the governance of their Fund. Q HOW DO THE MANAGING GENERAL PARTNERS OF THE FUND SUGGEST THAT I VOTE? A They recommend that you vote "For All" of the nominees on the enclosed proxy card. Q WHOM DO I CALL IF I HAVE QUESTIONS? A Please call Van Kampen's Client Relations Department at 1-800-341-2911 (Telecommunications Device for the Deaf users may call 1-800-421-2833) or visit our website at www.vankampen.com, where you can send us an e-mail message by selecting "Contact Us". ABOUT THE PROXY CARD -------------------------------------------------------------------------------- Please vote on each issue using blue or black ink to mark an X in one of the boxes provided on the proxy card. ELECTION OF MANAGING GENERAL PARTNERS - mark "For All," "Withhold" or "For All Except." To withhold authority to vote for one or more nominees, check "For All Except" and write the nominee's name on the line below. Sign, date and return the proxy card in the enclosed postage-paid envelope. All registered owners of an account, as shown in the address, must sign the card. When signing as attorney, trustee, executor, administrator, custodian, guardian or corporate officer, please indicate your full title. [X] PLEASE MARK PROXY VOTES AS IN THIS EXAMPLE
VAN KAMPEN EXCHANGE FUND ANNUAL MEETING OF PARTNERS XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
FOR FOR ALL ALL WITHHOLD EXCEPT To vote to elect fourteen [ ] [ ] [ ] Managing General Partners to serve until their respective successors are duly elected and qualified: XXXXXXXXX, XXXXXXXXX, XXXXXXXXX To withhold authority to vote for one or more nominee check "For All Except" and write the nominee's name on the line below. ----------------------------------
Please be sure to sign and date this Proxy, Date Partner sign here Co-owner sign here XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX SAMPLE VAN KAMPEN EXCHANGE FUND A CALIFORNIA LIMITED PARTNERSHIP 2800 POST OAK BOULEVARD HOUSTON, TEXAS 77056 TELEPHONE (800) 341-2911 NOTICE OF ANNUAL MEETING OF PARTNERS TO BE HELD JUNE 24, 2003 Notice is hereby given to the Partners of the Van Kampen Exchange Fund, a California limited partnership ("Fund"), that the Annual Meeting of Partners (the "Meeting") will be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Tuesday, June 24, 2003 at 3:30 p.m. for the following purposes: 1. To elect fourteen Managing General Partners, each to serve until the next annual meeting of Partners or until a successor is elected and qualified. 2. To transact such other business as may properly come before the Meeting or any adjournments thereof. Partners of record at the close of business on April 25, 2003 are entitled to notice of and to vote at the Meeting or any adjournment thereof. By Order of the Managing General Partners A. Thomas Smith III, Vice President and Secretary May 23, 2003 THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT TO ANY PARTNER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING 1-800-341-2911 (TDD USERS MAY CALL 1-800-421-2833) OR BY WRITING TO THE FUND AT 2800 POST OAK BOULEVARD, HOUSTON, TEXAS 77056. PARTNERS OF THE FUND 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, DATE AND SIGN SUCH PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU MAIL YOUR PROXY PROMPTLY. The Managing General Partners recommend that you cast your vote: - FOR ALL of the nominees for Managing General Partner listed in the Proxy Statement. YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD PROMPTLY NO MATTER HOW MANY SHARES YOU OWN. PROXY STATEMENT VAN KAMPEN EXCHANGE FUND A CALIFORNIA LIMITED PARTNERSHIP 2800 POST OAK BOULEVARD HOUSTON, TEXAS 77056 TELEPHONE (800) 341-2911 ANNUAL MEETING OF PARTNERS JUNE 24, 2003 INTRODUCTION This Proxy Statement is furnished in connection with the solicitation by the Managing General Partners of Van Kampen Exchange Fund, a California limited partnership (the "Fund"), of proxies to be voted at the Annual Meeting of Partners, and all adjournments thereof (the "Meeting"), to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, on Tuesday, June 24, 2003, at 3:30 p.m. The approximate mailing date of this Proxy Statement and accompanying form of proxy is May 28, 2003. The purpose of the Meeting is to permit the Fund's Partners to elect fourteen Managing General Partners. Participating in the Meeting are holders of units of partnership interest (collectively, the "Shares") of the Fund. The Managing General Partners have fixed the close of business on April 25, 2003 as the record date (the "Record Date") for the determination of holders of Shares of the Fund entitled to vote at the Meeting. Partners of the Fund on the Record Date are entitled to one vote per Share with respect to any proposal submitted to the Partners of the Fund for each Share of the Fund then held, with no Share having cumulative voting rights. THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT TO ANY PARTNER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING 1-800-341-2911 (TDD USERS MAY CALL 1-800-421-2833) OR BY WRITING TO THE FUND AT 2800 POST OAK BOULEVARD, HOUSTON, TEXAS 77056. At the close of business on April 25, 2003, there were issued and outstanding 206,595 Shares of the Fund. VOTING With respect to the election of Managing General Partners, those persons receiving the highest number of votes "For," cast at a meeting at which a quorum is present in person or by proxy, up to the number of Managing General Partners proposed to be elected, shall be elected as Managing General Partners to serve until the next annual meeting of Partners or until their successors are elected and qualified. The Managing General Partners recommend that you cast your vote: - FOR ALL of the nominees for Managing General Partner of the Fund listed in the Proxy Statement. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon. Proxies received prior to the Meeting on which no vote is indicated will be voted "For" the proposal as to which they are entitled to be voted. A Partner who abstains from voting on any or all matters will be deemed present at the Meeting for quorum purposes, but will not be deemed to have voted on the particular matter (or matters) as to which the Partner has abstained. Similarly, in the event a nominee (such as a brokerage firm) holding shares for beneficial owners indicates that instructions have not been received from the beneficial owners and the nominee does not exercise discretionary authority (a so-called "broker non-vote"), the Shares held by the nominee will be deemed present at the Meeting for quorum purposes but will not be deemed to have voted on the particular matter (or matters) as to which the nominee has not voted. With respect to the election of Managing General Partners, abstentions and broker non-votes are disregarded since only votes "For" are considered in determining those persons receiving the highest number of votes "For." A majority of the outstanding Shares must be present in person or by proxy to have a quorum to conduct business at the Meeting. Partners who execute proxies may revoke them at any time before they are voted by filing with the 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 Fund knows of no business other than the election of Managing General Partners that 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 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 are not received, proxies (including abstentions and non-votes) would be voted in favor of one or more adjournments of the Meeting to permit further solicitation of proxies provided they determine that such an adjournment and additional solicitation is reasonable and in the interest of Partners based on a consideration of all relevant factors, including the nature of the relevant proposal, the percentage of affirmative votes then cast, the percentage of negative votes then 2 cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation. INVESTMENT ADVISER Van Kampen Asset Management Inc. serves as investment adviser to the Fund ("Asset Management" or the "Adviser"). The principal address of the Adviser is 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555. The Adviser is a wholly owned subsidiary of Van Kampen Investments Inc. ("Van Kampen"). Van Kampen is one of the nation's largest investment management companies, with more than $66 billion in assets under management or supervision as of March 31, 2003. Van Kampen is a wholly owned subsidiary of Morgan Stanley. 3 PROPOSAL 1: ELECTION OF MANAGING GENERAL PARTNERS NOMINATION OF MANAGING GENERAL PARTNERS Fourteen Managing General Partners are to be elected, each to serve until the next annual meeting of Partners or until a successor is elected and qualified. If an incumbent Managing General Partner is not reelected, he shall be deemed to have withdrawn from the partnership as a Managing General Partner under the terms of the partnership agreement. Any newly elected Managing General Partner will be required to acquire Shares of the Fund having a net asset value of at least $5,000 on or before his or her admission as a Managing General Partner. Newly elected Managing General Partners will begin serving their terms on June 30, 2003, or such later date on which their election becomes final. The proposed slate of Managing General Partners of the Fund reflects an effort to combine the incumbent Managing General Partners of the Fund with the trustees/ directors of boards of other Van Kampen-related funds managed by the Adviser or Van Kampen Investment Advisory Corp., an affiliate of the Adviser. The incumbent Managing General Partners of the Fund believe that the combination will create efficiencies and improve the effectiveness of the Managing General Partners' oversight of the Fund and Fund management. The incumbent Managing General Partners reviewed shareholder benefits and costs (as well as benefits and costs to the management company) of combining the trustees/directors of other Van-Kampen-related funds into one board versus other alternatives to one board, including maintaining the status quo. The incumbent Managing General Partners reviewed shareholder benefits in light of the changing environment for corporate governance. The incumbent Managing General Partners considered the benefits of a combined board to include, among other things: increased number of independent board members compared to interested board members; greater efficiency and effectiveness in overseeing similarly-situated funds and service providers; broader experience, knowledge, diversity and expertise among board members; experienced board members at future retirements; and improved efficiencies among management resources. The incumbent Managing General Partners considered their goals on behalf of the Fund in pursuing a combination, their current relationship with management and the anticipated post-combination relationship with management, the qualitative and quantitative effects of a board combination on the Partners, and efficiencies and improved effectiveness that may be achieved at the fund level, board level, management level and among third-party service providers. After reviewing these considerations, the incumbent Managing General Partners concluded that this combination is likely to benefit the Partners of the Fund. 4 INFORMATION REGARDING MANAGING GENERAL PARTNERS AND NOMINEES FOR ELECTION AS MANAGING GENERAL PARTNER The business and affairs of the Fund are managed under the direction of the Fund's Managing General Partners. The tables below list the incumbent Managing General Partners and the new nominees for Managing General Partner, their principal occupations during the last five years, other directorships held by them and their affiliations, if any, with the Adviser, Van Kampen Investment Advisory Corp. ("Advisory Corp."), Van Kampen Funds Inc. (the "Distributor"), Van Kampen Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor Services Inc. ("Investor Services"). Advisory Corp. and Asset Management sometimes are referred to herein collectively as the "Advisers." The term "Fund Complex" includes each of the investment companies advised by the Advisers. Managing General Partners serve one year terms or until their successors are duly elected and qualified. All nominees have consented to being named in this Proxy Statement and have agreed to serve if elected. The proposed slate of fourteen Managing General Partners consists of seven incumbent Managing General Partners, each of whom serves, as of the date of this Proxy Statement, as a Managing General Partner or trustee of 37 Van Kampen-related funds in the Fund Complex (the "Closed-End Fund Complex"), and seven individuals who currently serve as trustees/directors of 55 other Van Kampen-related funds in the Fund Complex (the "Open-End Fund Complex"). Two of the incumbent Managing General Partners are "interested persons" of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"), and are hereinafter referred to as "Incumbent Interested Managing General Partners." The other five incumbent Managing General Partners are considered independent under the 1940 Act and are hereinafter referred to as "Incumbent Independent Managing General Partners." Six of the nominees from the Open-End Fund Complex would be considered independent under the 1940 Act and are hereinafter referred to as the "New Nominees for Independent Managing General Partner." One nominee from the Open-End Fund Complex would be an interested person of the Fund under the 1940 Act and is hereinafter referred to as the "New Nominee for Interested Managing General Partner." 5 INCUMBENT INDEPENDENT MANAGING GENERAL PARTNERS
NUMBER OF FUNDS IN CLOSED-END TERM OF FUND COMPLEX OFFICE AND OVERSEEN BY POSITION(S) LENGTH OF MANAGING NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL OF MANAGING GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER David C. Arch (57) Managing Managing Chairman and Chief Executive Officer 37 Blistex Inc. General General of Blistex Inc., a consumer health 1800 Swift Drive Partner Partner care products manufacturer, and Oak Brook, IL 60523 since 1998 former Director of the World Presidents Organization-Chicago Chapter. Trustee or Managing General Partner of other funds in the Closed-End Fund Complex. Rod Dammeyer (62) Managing Managing President of CAC, llc., a private 37 CAC, llc. General General company offering capital investment 4350 LaJolla Village Dr. Partner Partner and management advisory services. Suite 980 since 1998 Trustee or Managing General Partner San Diego, CA 92122-6223 of other funds in the Closed-End Fund Complex. Prior to February 2001, Vice Chairman and Director of Anixter International, Inc. and IMC Global Inc. Prior to July 2000, Managing Partner of Equity Group Corporate Investment (EGI), a company that makes private investments in other companies. OTHER DIRECTORSHIPS NAME, AGE AND ADDRESS HELD BY MANAGING OF MANAGING GENERAL PARTNE GENERAL PARTNER David C. Arch (57) Director of the Heartland Blistex Inc. Alliance, a nonprofit organization 1800 Swift Drive serving human needs based in Oak Brook, IL 60523 Chicago. Rod Dammeyer (62) Director of TeleTech Holdings CAC, llc. Inc., Stericycle, Inc., 4350 LaJolla Village Dr. TheraSense, Inc., GATX Suite 980 Corporation, Arris Group, Inc. and San Diego, CA 92122-6223 Trustee of the University of Chicago Hospitals and Health Systems. Prior to May 2002, Director of Peregrine Systems Inc. Prior to July 2000, Director of Allied Riser Communications Corp., Matria Healthcare Inc., Transmedia Networks, Inc., CNA Surety, Corp. and Grupo Azcarero Mexico (GAM). Prior to April 1999, Director of Metal Management, Inc. Prior to 1998, Director of Lukens, Inc., Capsure Holdings Corp., Revco D.S., Inc., the Chase Manhattan Corporation National Advisory Board and Sealy, Inc.
6
NUMBER OF FUNDS IN CLOSED-END TERM OF FUND COMPLEX OFFICE AND OVERSEEN BY POSITION(S) LENGTH OF MANAGING NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL OF MANAGING GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER Howard J Kerr (67) Managing Managing Trustee or Managing General Partner 37 736 North Western Avenue General General of other funds in the Closed-End Fund P.O. Box 317 Partner Partner Complex. Prior to 1998, President and Lake Forest, IL 60045 since 1998 Chief Executive Officer of Pocklington Corporation, Inc., an investment holding company. Theodore A. Myers (72) Managing Managing Financial consultant. Trustee or 37 550 Washington Avenue General General Managing General Partner of other Glencoe, IL 60022 Partner Partner funds in the Closed-End Fund Complex. since 1998 Prior to 1998, Senior Financial Advisor (and, prior to 1997, an Executive Vice President, Chief Financial Officer and Director) of Qualitech Steel Corporation, a producer of high quality engineered steels for automotive, transportation and capital goods industries. Prior to 1997, member of the Arthur Andersen Chief Financial Officers' Advisory Committee. OTHER DIRECTORSHIPS NAME, AGE AND ADDRESS HELD BY MANAGING OF MANAGING GENERAL PARTNE GENERAL PARTNER Howard J Kerr (67) Director of the Marrow Foundation 736 North Western Avenue and Lake Forest Bank & Trust. P.O. Box 317 Lake Forest, IL 60045 Theodore A. Myers (72) Director of Met Life Investors 550 Washington Avenue (formerly known as COVA Financial Glencoe, IL 60022 Life Insurance). Prior to 1997, Director of McLouth Steel.
7
NUMBER OF FUNDS IN CLOSED-END TERM OF FUND COMPLEX OFFICE AND OVERSEEN BY POSITION(S) LENGTH OF MANAGING NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL OF MANAGING GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER Hugo F. Sonnenschein (62) Managing Managing President Emeritus and Honorary 37 1126 E. 59th Street General General Trustee of the University of Chicago Chicago, IL 60637 Partner Partner and the Adam Smith Distinguished since 1998 Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago. Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences. Trustee or Managing General Partner of other funds in the Closed-End Fund Complex. OTHER DIRECTORSHIPS NAME, AGE AND ADDRESS HELD BY MANAGING OF MANAGING GENERAL PARTNE GENERAL PARTNER Hugo F. Sonnenschein (62) Director of Winston Laboratories, 1126 E. 59th Street Inc. Chicago, IL 60637
NEW NOMINEES FOR INDEPENDENT MANAGING GENERAL PARTNER
NUMBER OF FUNDS IN CLOSED-END FUND COMPLEX NAME, AGE AND ADDRESS PRINCIPAL OCCUPATION(S) TO BE OVERSEEN OF NOMINEE DURING PAST 5 YEARS BY NOMINEE J. Miles Branagan (70) Private investor. Trustee/Director of funds in the Open-End 1 1632 Morning Mountain Fund Complex. Co-founder, and prior to August 1996, Road Chairman, Chief Executive Officer and President of MDT Raleigh, NC 27614 Corporation (now known as Getinge/Castle, Inc., a subsidiary of Getinge Industrier AB), a company which develops, manufactures, markets and services medical and scientific equipment. NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF NOMINEE HELD BY NOMINEE J. Miles Branagan (70) 1632 Morning Mountain Road Raleigh, NC 27614
8
NUMBER OF FUNDS IN CLOSED-END FUND COMPLEX NAME, AGE AND ADDRESS PRINCIPAL OCCUPATION(S) TO BE OVERSEEN OF NOMINEE DURING PAST 5 YEARS BY NOMINEE Jerry D. Choate (64) Trustee/Director of funds in the Open-End Fund Complex. 34 33971 Selva Road Prior to January 1999, Chairman and Chief Executive Officer Suite 130 of the Allstate Corporation ("Allstate") and Allstate Dana Point, CA 92629 Insurance Company. Prior to January 1995, President and Chief Executive Officer of Allstate. Prior to August 1994, various management positions at Allstate. Linda Hutton Heagy (54) Managing Partner of Heidrick & Struggles, an executive 34 Sears Tower search firm. Trustee/ Director of funds in the Open-End Fund 233 South Wacker Drive Complex. Trustee of the University of Chicago Hospitals Suite 7000 Board, Vice Chair of the Board of the YMCA of Metropolitan Chicago, IL 60606 Chicago and a member of the Women's Board of the University of Chicago. Prior to 1997, Partner of Ray & Berndtson, Inc., an executive recruiting firm. Prior to 1996, Trustee of The International House Board, a fellowship and housing organization for international graduate students. Prior to 1995, Executive Vice President of ABN AMRO, N.A., a bank holding company. Prior to 1992, Executive Vice President of La Salle National Bank. R. Craig Kennedy (51) Director and President of the German Marshall Fund of the 34 11 DuPont Circle, N.W. United States, an independent U.S. foundation created to Washington, D.C. 20016 deepen understanding, promote collaboration and stimulate exchanges of practical experience between Americans and Europeans. Trustee/Director of funds in the Open-End Fund Complex. Formerly, advisor to the Dennis Trading Group Inc., a managed futures and option company that invests money for individuals and institutions. Prior to 1992, President and Chief Executive Officer, Director and member of the Investment Committee of the Joyce Foundation, a private foundation. Jack E. Nelson (67) President of Nelson Investment Planning Services, Inc., a 1 423 Country Club Drive financial planning company and registered investment adviser Winter Park, FL 32789 in the State of Florida. President of Nelson Ivest Brokerage Services Inc., a member of the NASD. President of Securities Investors Protection Corp. and the Municipal Securities Rule Making Board. President of Nelson Sales and Services Corporation, a marketing and services company that supports affiliated companies. Trustee/Director of funds in the Open-End Fund Complex. NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF NOMINEE HELD BY NOMINEE Jerry D. Choate (64) Director of Amgen Inc., a 33971 Selva Road biotechnological company, and Suite 130 Valero Energy Corporation, an Dana Point, CA 92629 independent refining company. Linda Hutton Heagy (54) Sears Tower 233 South Wacker Drive Suite 7000 Chicago, IL 60606 R. Craig Kennedy (51) 11 DuPont Circle, N.W. Washington, D.C. 20016 Jack E. Nelson (67) 423 Country Club Drive Winter Park, FL 32789
9
NUMBER OF FUNDS IN CLOSED-END FUND COMPLEX NAME, AGE AND ADDRESS PRINCIPAL OCCUPATION(S) TO BE OVERSEEN OF NOMINEE DURING PAST 5 YEARS BY NOMINEE Suzanne H. Woolsey (61) Chief Communications Officer of the National Academy of 34 2101 Constitution Ave., Sciences/National Research Council, an independent, N.W. federally chartered policy institution, since 2001, and Room 285 previously Chief Operating Officer from 1993 to 2001. Washington, D.C. 20418 Trustee/ Director of funds in the Open-End Fund Complex. Director of the Institute for Defense Analyses, a federally funded research and development center. Director of the German Marshall Fund of the United States. Trustee of Colorado College. Prior to 1993, Executive Director of the Commission on Behavioral and Social Sciences and Education at the National Academy of Sciences/National Research Council. From 1980 through 1989, Partner of Coopers & Lybrand. NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF NOMINEE HELD BY NOMINEE Suzanne H. Woolsey (61) Director of Neurogen Corporation, 2101 Constitution Ave., a pharmaceutical company, since N.W. January 1998. Room 285 Washington, D.C. 20418
INCUMBENT INTERESTED MANAGING GENERAL PARTNERS
NUMBER OF FUNDS IN TERM OF FUND COMPLEX OFFICE AND OVERSEEN BY NAME, AGE AND ADDRESS POSITION(S) LENGTH OF MANAGING OF MANAGING GENERAL HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER Richard F. Powers, III* Managing Managing Trustee/Director of other funds in the Fund 92 (57) General General Complex. Advisory Director of Morgan Stanley. 1 Parkview Plaza Partner Partner Prior to December 2002, Chairman, Director, Oakbrook Terrace, IL since 1999 President, Chief Executive Officer, Director 60181 and Managing Director of Van Kampen Investments and its investment advisory, distribution and other subsidiaries. Prior to December 2002, President and Chief Executive Officer of funds in the Fund Complex. Prior to May 1998, Executive Vice President and Director of Marketing of Morgan Stanley Dean Witter & Co. and Director of Dean Witter Discover & Co. and Dean Witter Realty. Prior to 1996, Director of Dean Witter Reynolds Inc. NAME, AGE AND ADDRESS OF MANAGING GENERAL OTHER DIRECTORSHIPS PARTNER HELD BY MANAGING GENERAL PARTNER Richard F. Powers, III* (57) 1 Parkview Plaza Oakbrook Terrace, IL 60181
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NUMBER OF FUNDS IN TERM OF FUND COMPLEX OFFICE AND OVERSEEN BY NAME, AGE AND ADDRESS POSITION(S) LENGTH OF MANAGING OF MANAGING GENERAL HELD WITH TIME PRINCIPAL OCCUPATION(S) GENERAL PARTNER FUND SERVED DURING PAST 5 YEARS PARTNER Wayne W. Whalen* (63) Managing Managing Partner in the law firm of Skadden, Arps, 92 333 West Wacker Drive General General Slate, Meagher & Flom (Illinois), legal Chicago, IL 60606 Partner Partner counsel to certain funds advised by the since 1998 Advisers. Trustee, Director or Managing General Partner of other funds in the Fund Complex. NAME, AGE AND ADDRESS OF MANAGING GENERAL OTHER DIRECTORSHIPS PARTNER HELD BY MANAGING GENERAL PARTNER Wayne W. Whalen* (63) 333 West Wacker Drive Chicago, IL 60606
11 NEW NOMINEE FOR INTERESTED MANAGING GENERAL PARTNER
NUMBER OF FUNDS IN CLOSED-END FUND COMPLEX NAME, AGE AND ADDRESS PRINCIPAL OCCUPATION(S) TO BE OVERSEEN OF NOMINEE DURING PAST 5 YEARS BY NOMINEE Mitchell Merin* (49) President and Chief Executive Officer of funds in the Fund 1 1221 Avenue of the Complex since November 2002. Trustee/Director of certain Americas funds in the Fund Complex since 1999. Chairman, President, New York, NY 10020 Chief Executive Officer and Director of the Advisers and VK Advisors Inc. since December 2002. Chairman, President and Chief Executive Officer of Van Kampen since December 2002. Director of Van Kampen since December 1999. Chairman and Chief Executive Officer and Director of Van Kampen Funds Inc. since December 2002. President and Chief Operating Officer of Morgan Stanley Investment Management since December 1998. President and Director since April 1997 and Chief Executive Officer since June 1998 of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc. Chairman, Chief Executive Officer and Director of Morgan Stanley Distributors Inc. since June 1998. Chairman since June 1998, and Director since January 1998 of Morgan Stanley Trust. Director of various Morgan Stanley subsidiaries and President of the Morgan Stanley Funds since May 1999. Previously Chief Strategic Officer of Morgan Stanley Investment Advisors Inc. and Morgan Stanley Services Company Inc. and Executive Vice President of Morgan Stanley Distributors Inc. from April 1997 to June 1998. Vice President of the Morgan Stanley Funds from May 1997 to April 1999. Executive Vice President of Dean Witter, Discover & Co. prior to May 1997. NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS OF NOMINEE HELD BY NOMINEE Mitchell Merin* (49) 1221 Avenue of the Americas New York, NY 10020
* Mr. Powers is an interested person of funds in the Fund Complex and the Advisers by reason of his former positions with Morgan Stanley or its affiliates. Mr. Whalen is an interested person of funds in the Fund Complex by reason of his firm currently serving as legal counsel to such funds in the Fund Complex. Mr. Merin is an interested person of funds in the Fund Complex and the Advisers by reason of his current positions with Morgan Stanley or its affiliates. 12 REMUNERATION OF MANAGING GENERAL PARTNERS The compensation of the Managing General Partners who are affiliated persons (as defined in the 1940 Act) of the Adviser, Advisory Corp. or Van Kampen is paid by the respective affiliated entity. The funds in the Closed-End Fund Complex, including the Fund, pay each Managing General Partner who is not an affiliated person of the Adviser, Advisory Corp. or Van Kampen an annual retainer in an amount equal to the product of $2,500 and the number of funds in the Closed-End Fund Complex, which retainer is then allocated among the funds in the Closed-End Fund Complex based on the relative net assets of such funds, and a meeting fee of $250 per meeting per fund, plus reimbursement of expenses incurred in connection with such meeting. Each fund in the Closed-End Fund Complex other than the Fund offers a retirement plan to trustees who are not affiliated persons of the Adviser, Advisory Corp. or Van Kampen. Under the retirement plan of each fund, each eligible trustee who has at least ten years of service for a fund (including years of service prior to adoption of the retirement plan) and retires at or after attaining the age of 60 is eligible to receive a retirement benefit from such fund equal to $2,500 for each of the ten years following such trustee's retirement. Under certain conditions, reduced benefits are available for early retirement. Each fund in the Closed-End Fund Complex other than the Fund offers deferred compensation arrangements to trustees who are not affiliated persons of the Adviser, Advisory Corp. or Van Kampen. Under the deferred compensation plan of each fund, each eligible trustee can elect to defer receipt of all or a portion of the fees earned by such trustee until such trustee's retirement. The deferred compensation earns a rate of return determined by reference to funds in the Closed-End Fund Complex selected by the trustee. The deferred compensation plans are not funded and obligations thereunder represent general unsecured claims against the general assets of the funds. Additional information on compensation and benefits for Managing General Partners is set forth below. As indicated in the notes accompanying the table, the amounts relate to the Fund's most recent fiscal year ended December 31, 2002 or the Closed-End Fund Complex's most recently completed calendar year ended December 31, 2002. 13 2002 COMPENSATION TABLE
CLOSED-END FUND COMPLEX ------------------------------------------------------------ TOTAL ESTIMATED PENSION OR COMPENSATION AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL BEFORE DEFERRAL COMPENSATION FROM ACCRUED AS PART OF BENEFITS UPON FROM CLOSED-END NAME(1) THE FUND(3) FUND EXPENSES(4) RETIREMENT(5) FUND COMPLEX(6) ------- ----------------- -------------------- ---------------- --------------- David C. Arch................. $1,770 $14,694 $90,000 $138,750 Rod Dammeyer.................. 1,770 26,231 90,000 138,750 Howard J Kerr................. 1,770 50,408 90,000 138,750 Theodore A. Myers............. 1,770 99,450 86,000 138,750 Richard F. Powers, III(2)..... N/A N/A N/A N/A Hugo F. Sonnenschein.......... 1,770 26,282 90,000 138,750 Wayne W. Whalen............... 1,770 29,657 90,000 138,750
--------------- N/A -- Not applicable. (1) Each of the New Nominees for Independent Managing General Partner was not a managing general partner for the Funds' fiscal year ended December 31, 2002 and thus received no compensation from the Fund. Each of the New Nominees for Independent Managing General Partner currently serves as a trustee/director of funds in the Open-End Fund Complex and is compensated by an annual retainer and meeting fees for services to the funds in the Open-End Fund Complex and is also eligible, subject to certain conditions, to participate in a deferred compensation plan and a retirement plan offered by the Open-End Fund Complex. Mr. Merin, the New Nominee for Interested Managing General Partner, currently serves as a trustee/director of funds in the Open-End Fund Complex. Mr. Merin is an affiliated person of the Advisers and Van Kampen and is not eligible for compensation from the Fund or any fund in the Fund Complex. (2) Mr. Powers is an affiliated person of the Advisers and Van Kampen and is not eligible for compensation from the Fund. (3) The amounts shown in this column are the aggregate compensation from the Fund to each Managing General Partner for the Fund's fiscal year ended December 31, 2002. (4) The funds in the Closed-End Fund Complex other than the Fund have adopted retirement plans for trustees who are not affiliated persons of the Adviser, Advisory Corp. or Van Kampen. The amounts shown in this column represent the sum of the estimated pension or retirement benefit accruals expected to be accrued by such funds for their respective fiscal years ended in 2002. (5) The funds in the Closed-End Fund Complex other than the Fund have adopted retirement plans for trustees who are not affiliated persons of the Adviser, Advisory Corp. or Van Kampen. The amounts shown in this column represent the sum of the estimated annual benefits payable per year by such funds for each year of the 10-year period commencing in the year of such trustee's anticipated retirement. (6) The amounts shown in this column are accumulated from the aggregate compensation of the 37 operating investment companies in the Closed-End Fund Complex for the calendar year ended December 31, 2002 before deferral under any deferred compensation plan. Funds in the Closed-End Fund Complex other than the Fund have adopted deferred compensation plans for trustees who are not affiliated persons of the Adviser, Advisory Corp. or Van Kampen. Amounts deferred are retained by the respective fund and earn a rate of return determined by reference to the return on the common shares of funds in the Closed-End Fund Complex as selected by the respective trustee. To the extent permitted by the 1940 Act, the respective fund may invest in securities of those funds selected by the trustees in order to match the deferred compensation obligation. The Adviser or its affiliates also serves as investment adviser for funds in the Open-End Fund Complex; however, with the exception of Messrs. Whalen and Powers, the Managing General Partners are not trustees of such funds. Combining the Closed-End Fund Complex with the Open-End Fund Complex, Mr. Whalen earned Total Compensation of $245,750 for the year ended December 31, 2002. 14 SHARE OWNERSHIP OF MANAGING GENERAL PARTNERS As of April 25, 2003, each Managing General Partner of the Fund beneficially owned equity securities of the Fund and of all of the funds in the Closed-End Fund Complex overseen by such Managing General Partner/Trustee in the dollar range amounts specified below. INDEPENDENT MANAGING GENERAL PARTNERS
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN DOLLAR RANGE OF BY THE MANAGING EQUITY SECURITIES GENERAL PARTNER/TRUSTEE IN THE IN THE FUND CLOSED-END FUND COMPLEX David C. Arch $1 - $10,000 $50,001 - $100,000 Rod Dammeyer $1 - $10,000 Over $100,000 Howard J Kerr $1 - $10,000 $1 - $10,000 Theodore A. Myers $1 - $10,000 Over $100,000 Hugo F. Sonnenschein $1 - $10,000 Over $100,000
INTERESTED MANAGING GENERAL PARTNERS
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN DOLLAR RANGE OF BY THE MANAGING EQUITY SECURITIES GENERAL PARTNER/TRUSTEE IN THE IN THE FUND CLOSED-END FUND COMPLEX Richard F. Powers $1 - $10,000 Over $100,000 Wayne W. Whalen $1 - $10,000 Over $100,000
As of April 25, 2003, the officers, Managing General Partners and new nominees for Managing General Partner owned less than 1% of the outstanding Shares of the Fund. MEETINGS AND COMMITTEES The Managing General Partners met five times during the Fund's fiscal year ended December 31, 2002. The Board's audit committee met twice during the Fund's fiscal year ended December 31, 2002. The Fund has no other standing committees. During such fiscal year, all Managing General Partners attended at least 75% of the aggregate of (a) the total number of meetings of the Board and (b) the total number of meetings held by all committees of the Board on which they served during the period such Managing General Partner served as Managing General Partner. The Fund's audit committee currently consists of Messrs. Arch, Dammeyer, Kerr, Myers and Sonnenschein. The audit committee makes recommendations to the Board concerning the selection of the Fund's independent auditors, reviews the independence of the Fund's independent auditors, reviews with such auditors the scope and results of the Fund's annual audit and considers any comments that the auditors may have regarding the Fund's financial statements or books of account. 15 PARTNER APPROVAL In the election of Managing General Partners, those persons receiving the highest number of votes "FOR," cast at a meeting at which a quorum is present in person or by proxy, up to the number of Managing General Partners proposed to be elected, shall be elected as Managing General Partners to serve until the next annual meeting or until their successors are elected and qualified. THE MANAGING GENERAL PARTNERS OF THE FUND RECOMMEND A VOTE "FOR ALL" OF THE NOMINEES. 16 OTHER INFORMATION EXECUTIVE OFFICERS OF THE FUND The following information relates to the executive officers of the Fund who are not nominees for Managing General Partner. Each officer also serves in the same capacity for all or a number of the other investment companies advised by the Adviser or affiliates of the Adviser. The officers of the Fund are appointed annually by the Managing General Partners and serve for one year or until their respective successors are chosen and qualified. The Fund's officers receive no compensation from the Fund but may also be officers of the Adviser or officers of affiliates of the Adviser and receive compensation in such capacities.
TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS Stephen L. Boyd (62) Vice President Officer Managing Director of Global Research Investment Management. 2800 Post Oak Blvd. since 1998 Vice President of funds in the Fund Complex. Prior to 45th Floor December 2002, Chief Investment Officer of Van Kampen and Houston, TX 77056 President and Chief Operations Officer of the Advisers and Van Kampen Advisors Inc. Prior to May 2002, Executive Vice President and Chief Investment Officer of funds in the Fund Complex. Prior to May 2001, Managing Director of Van Kampen, the Advisers and Van Kampen Advisors Inc. Prior to December 2000, Executive Vice President and Chief Investment Officer of Van Kampen, and President and Chief Operating Officer of the Advisers. Prior to April 2000, Executive Vice President and Chief Investment Officer for Equity Investments of the Advisers. Prior to October 1998, Vice President and Senior Portfolio Manager with AIM Capital Management, Inc. Prior to February 1998, Senior Vice President and Portfolio Manager of Van Kampen American Capital Asset Management, Inc., Van Kampen American Capital Investment Advisory Corp. and Van Kampen American Capital Management, Inc..
17
TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS Joseph J. McAlinden (60) Executive Vice Officer Managing Director and Chief Investment Officer of Morgan 1221 Avenue of the Americas President and since 2002 Stanley Investment Advisors Inc., Morgan Stanley Investment New York, NY 10020 Chief Investment Management Inc. and Morgan Stanley Investments LP and Officer Director of Morgan Stanley Trust for over 5 years. Executive Vice President and Chief Investment Officer of funds in the Fund Complex. Managing Director and Chief Investment Officer of Van Kampen, the Advisers and Van Kampen Advisors Inc. since December 2002. A. Thomas Smith III (46) Vice President and Officer Vice President and Secretary of funds in the Fund Complex 1221 Avenue of the Americas Secretary since 1999 since 1999. Managing Director of Morgan Stanley, Managing New York, NY 10020 Director and Director of Van Kampen, Director of the Advisers, Van Kampen Advisors Inc., the Distributor, Investor Services and certain other subsidiaries of Van Kampen. Managing Director and General Counsel-Mutual Funds of Morgan Stanley Investment Advisors, Inc. Vice President and Secretary of funds in the Fund Complex. Prior to July 2001, Managing Director, General Counsel, Secretary and Director of Van Kampen, the Advisers, the Distributor, Investor Services, and certain other subsidiaries of Van Kampen. Prior to December 2000, Executive Vice President, General Counsel, Secretary and Director of Van Kampen, the Advisers, Van Kampen Advisors Inc., the Distributor, Investor Services and certain other subsidiaries of Van Kampen. Prior to January 1999, Vice President and Associate General Counsel to New York Life Insurance Company ("New York Life"), and prior to March 1997, Associate General Counsel of New York Life. Prior to December 1993, Assistant General Counsel of The Dreyfus Corporation. Prior to August 1991, Senior Associate, Willkie Farr & Gallagher. Prior to January 1989, Staff Attorney at the Securities and Exchange Commission, Division of Investment Management, Office of Chief Counsel.
18
TERM OF OFFICE AND POSITION(S) LENGTH OF NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S) ADDRESS OF OFFICER FUNDS SERVED DURING PAST 5 YEARS John R. Reynoldson (49) Vice President Officer Executive Director and Portfolio Specialist of the Advisers 1 Parkview Plaza since 2000 and Van Kampen Advisors Inc. Vice President of funds in the Oakbrook Terrace, IL 60181 Fund Complex. Prior to July 2001, Principal and Co-head of the Fixed Income Department of the Advisers and Van Kampen Advisors Inc. Prior to December 2000, Senior Vice President of the Advisers and Van Kampen Advisors Inc. Prior to May 2000, Mr. Reynoldson managed the investment grade taxable group for the Advisers since July 1999. From July 1988 to June 1999, Mr. Reynoldson managed the government securities bond group for Asset Management. Mr. Reynoldson has been with Asset Management since April 1987. John L. Sullivan (47) Vice President, Officer Managing Director and Director of Van Kampen, the Advisers 1 Parkview Plaza Chief Financial since 1996 and Van Kampen Advisors Inc. and certain other subsidiaries Oakbrook Terrace, IL 60181 Officer and of Van Kampen. Vice President, Chief Financial Officer and Treasurer Treasurer of funds in the Fund Complex. Prior to December 2002, Executive Director of Van Kampen, the Advisers and Van Kampen Advisors, Inc.
19 SHAREHOLDER INFORMATION As of April 25, 2003, no person was known by the Fund to own beneficially 5% or more of the Fund's outstanding Shares except as follows:
AMOUNT OF NAME AND ADDRESS OWNERSHIP AS OF PERCENTAGE OF HOLDER APRIL 25, 2003 OWNERSHIP ---------------- --------------- ---------- Comerica Bank Detroit & 45,045 21.80% Edward Mardigian, Trustees Helen Mardigian Trust P.O. Box 75000 Detroit, MI 48275-0001 Richard F. McCarthy Limited Partnership 15,000 7.26% 730 2nd Ave. S. Ste. 1450 Minneapolis, MN 55402-2475 Gordon E. Moore & Betty I. Moore, Trustees 11,184 5.41% Gordon E. Moore & Betty I. Moore Trust 100 Canada Rd. Woodside, CA 94062-4104 Milards & Co. 11,151 5.40% c/o SEI Trust Company One Freedom Valley Dr. Oaks, PA 19456
INDEPENDENT AUDITORS The Managing General Partners of the Fund, including a majority of the Managing General Partners who are not "interested persons" of the Fund (as defined by the 1940 Act), have selected Deloitte & Touche LLP ("D&T") as the independent auditors to examine the financial statements for the current fiscal year of the Fund. The selection of D&T for the current fiscal year was recommended and approved by the Fund's audit committee and approved by the Fund's Managing General Partners. The Fund knows of no direct or indirect financial interest of D&T in the Fund. AUDIT FEES For professional services rendered with respect to the audit of the Fund's annual financial statements, the Fund paid $19,700 to D&T during the Fund's most recent fiscal year. 20 FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES The Fund, the Adviser and affiliates of the Adviser performing services for the Fund paid no fees to D&T during the Fund's most recent fiscal year for information systems design and implementation. ALL OTHER FEES The Fund paid no fees to D&T during the Fund's most recent fiscal year for services other than those described above. The Adviser and affiliates of the Adviser performing services for the Fund paid fees to D&T in the aggregate amount of approximately $10.3 million during the Fund's most recent fiscal years for services other than those described above. The audit committee of the Managing General Partners has considered whether the provision of services other than audit services by D&T to the Fund, the Adviser and affiliates of the Adviser that provide services to Fund is compatible with maintaining D&T's independence in performing audit services. Representatives of D&T will attend the Meeting, will have the opportunity to make a statement if they desire to do so and will be available to answer appropriate questions. EXPENSES The Fund will bear the expense of preparing, printing and mailing the enclosed form of proxy, the accompanying Notice and this Proxy Statement. 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 the Fund, the Adviser, its affiliates or ALAMO direct Mail Services, Inc., a solicitation firm located in Hauppauge, New York that has been engaged to assist in proxy solicitation at an estimated cost of approximately $1,500. PARTNER PROPOSALS To be considered for presentation at a Partners' meeting, rules promulgated by the SEC require that, among other things, a Partner's proposal must be received at the offices of the Fund a reasonable time before a solicitation is made. Partner proposals intended to be presented at the year 2004 Annual Meeting of Partners for the Fund pursuant to Rule 14a-8 under the Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the Fund at the Fund's principal address by January 24, 2004. In order for proposals made outside of Rule 14a-8 under the Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by the Fund at the Fund's principal executive offices not later than April 13, 2004. Timely submission of a proposal does not necessarily mean that such proposal will be included. Any 21 Partner who wishes to submit proposals for consideration at a meeting of the Fund's Partners should send such proposal to the Fund at 2800 Post Oak Boulevard, Houston, Texas 77056. GENERAL Management of the Fund does not intend to present and does not have reason to believe that others will present any other items of business at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under the proxies. A list of Partners of the Fund entitled to be present and vote at the Meeting will be available at the offices of the Fund at 2800 Post Oak Boulevard, Houston, Texas 77056 or Van Kampen Investments Inc. at 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555, for inspection by any Partner 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 the Fund may necessitate adjournment and may subject the 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. A. THOMAS SMITH III, Vice President and Secretary May 23, 2003 22 [VAN KAMPEN FUNDS LOGO] EXCH 03 PROXY PROXY VAN KAMPEN EXCHANGE FUND NOTICE OF ANNUAL MEETING OF PARTNERS TO BE HELD ON JUNE 24, 2003 The undersigned holder of shares of Van Kampen Exchange Fund, a California limited partnership (the "Fund"), hereby appoints A. Thomas Smith III, John L. Sullivan, Lou Anne McInnis and Elizabeth A. Nelson and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Partners to be held at the offices of Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555 on Tuesday, June 24, 2003 at 3:30 p.m., and at any adjournments thereof ("the Meeting"), and thereat to vote all Shares which the undersigned would be entitled to vote, with all the powers the undersigned would possess if personally present, in accordance with the following instructions. If more than one of the proxies, or their substitutes, are present at the Meeting or any adjournment thereof, they may 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. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGING GENERAL PARTNERS. IT WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED FOR THE PROPOSAL DESCRIBED HEREIN AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGE RECEIPT OF THE ACCOMPANYING NOTICE OF MEETING AND PROXY STATEMENT FOR THE MEETING TO BE HELD ON JUNE 24, 2003. Please sign exactly as your name appears on this proxy. If signing for estates, trusts or corporations, title or capacity should be stated. If shares are held jointly, each holder should sign. ----------------------------------------- Signature ----------------------------------------- Signature ,2003 ----------------------------------------- Dated VKL_13265 YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY NO MATTER HOW MANY SHARES YOU OWN Authority to vote for the election as Managing General Partners, the nominees named below: PLEASE MARK VOTES AS IN THIS EXAMPLE: [ X ] 01. David C. Arch 02. J. Miles Branagan 03. Jerry D. Choate 04. Rod Dammeyer 05. Linda Hutton Heagy 06. R. Craig Kennedy 07. Howard J Kerr 08. Michell Merin 09. Theodore A. Myers 10. Jack E. Nelson 11. Richard F. Powers, III 12. Hugo F. Sonnenschein 13. Wayne W. Whalen 14. Suzanne H. Woolsey FOR WITHHOLD FOR ALL EXCEPT To withhold authority to vote for any nominee(s) mark "For All Except" and write the nominee name(s) on the line provided: [ ] [ ] [ ] -----------------------------------------------------
TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.