-----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, OfqWlLuexJFFfguQQ1jbjkj3XNySv+4wbJrHQvtdSOfKTfJjwDAtjAry0sdqU6Ut z20lOONIwWWyhBBjz8tq0Q== 0000005115-96-000004.txt : 19960426 0000005115-96-000004.hdr.sgml : 19960426 ACCESSION NUMBER: 0000005115-96-000004 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19960229 FILED AS OF DATE: 19960425 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CAPITAL EMERGING GROWTH FUND INC CENTRAL INDEX KEY: 0000005115 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132625588 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: 1940 Act SEC FILE NUMBER: 811-02424 FILM NUMBER: 96550535 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: 46TH FL CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7139930500 MAIL ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: 46TH FL CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL VENTURE FUND INC DATE OF NAME CHANGE: 19900805 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GENERAL VENTURE FUND INC DATE OF NAME CHANGE: 19831024 FORMER COMPANY: FORMER CONFORMED NAME: CHANNING VENTURE FUND DATE OF NAME CHANGE: 19761222 NSAR-A 1 N-SAR (3.0.A) PAGE 1 000 A000000 02/29/96 000 C000000 0000005115 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 3.0.a 000 J000000 A 001 A000000 VAN KAMPEN AMERICAN CAPITAL EMERGING GROWTH 001 B000000 811-02424 001 C000000 7086846000 002 A000000 ONE PARKVIEW PLAZA 002 B000000 OAKBROOK TERRACE 002 C000000 IL 002 D010000 60181 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 VAN KAMPEN AMERICAN CAPITAL ASSET MGT., INC. 008 B000001 A 008 C000001 801-8286 008 D010001 OAKBROOK TERRACE 008 D020001 IL 008 D030001 60181 011 A000001 VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS,INC. 011 B000001 8-19903 011 C010001 OAKBROOK TERRACE 011 C020001 IL 011 C030001 60181 012 A000001 ACCESS INVESTOR SERVICES, INC. 012 B000001 84-01621 012 C010001 KANSAS CITY 012 C020001 MO 012 C030001 64141 012 C040001 9256 013 A000001 PRICE WATERHOUSE, LLP 013 B010001 HOUSTON PAGE 2 013 B020001 TX 013 B030001 77002 015 A000001 STATE STREET BANK & TRUST CO. 015 B000001 C 015 C010001 BOSTON 015 C020001 MA 015 C030001 02110 015 E010001 X 018 000000 Y 019 A000000 Y 019 B000000 104 019 C000000 VANKAMPENA 020 A000001 MONTGOMERY SECURITIES 020 B000001 94-1701676 020 C000001 142 020 A000002 MORGAN STANLEY & CO.,INC. 020 B000002 13-2655998 020 C000002 125 020 A000003 FIRST BOSTON CORP. 020 B000003 13-5659485 020 C000003 123 020 A000004 SALOMON BROTHERS INC. 020 B000004 13-3082694 020 C000004 112 020 A000005 GOLDMAN, SACHS & CO. 020 B000005 13-5108880 020 C000005 109 020 A000006 PAINEWEBBER INC. 020 B000006 13-2638166 020 C000006 90 020 A000007 MERRILL LYNCH INC. 020 B000007 13-5674085 020 C000007 88 020 A000008 LEHMAN BROTHERS INC. 020 B000008 13-2518466 020 C000008 82 020 A000009 BROWN (ALEX) & SONS INC. 020 B000009 52-0256630 020 C000009 68 020 A000010 SMITH BARNEY SHEARSON INC. 020 B000010 13-1912900 020 C000010 67 021 000000 1517 022 A000001 ASSOCIATES CORP. 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INC. 022 B000006 13-2655998 022 C000006 87241 022 D000006 94033 022 A000007 GOLDMAN, SACHS & CO. 022 B000007 13-2638166 022 C000007 94344 022 D000007 54844 022 A000008 HONG KONG SHAGHAI 022 B000008 ---- 022 C000008 117620 022 D000008 0 022 A000009 BROWN (ALEX) & SONS INC. 022 B000009 52-0256630 022 C000009 73064 022 D000009 40233 022 A000010 MERRILL LYNCH INC. 022 B000010 13-2518466 022 C000010 76234 022 D000010 36851 023 C000000 9109670 023 D000000 480018 024 000000 Y 025 A000001 SBC CAPITAL MARKETS INC. 025 B000001 ---- 025 C000001 D 025 D000001 20765 025 D000002 0 025 D000003 0 025 D000004 0 025 D000005 0 025 D000006 0 025 D000007 0 025 D000008 0 026 A000000 Y 026 B000000 Y 026 C000000 Y 026 D000000 Y 026 E000000 N PAGE 4 026 F000000 N 026 G010000 N 026 G020000 N 026 H000000 N 027 000000 Y 028 A010000 129443 028 A020000 0 028 A030000 0 028 A040000 104946 028 B010000 204048 028 B020000 0 028 B030000 0 028 B040000 189806 028 C010000 180526 028 C020000 0 028 C030000 0 028 C040000 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Q030000 N 078 000000 N 080 C000000 0 081 B000000 0 082 B000000 0 083 B000000 0 084 B000000 0 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 SIGNATURE TANYA LODEN TITLE CONTROLLER EX-27.1 2
6 0000005115 VAN KAMPEN AMERICAN CAPITAL EMERGING GROWTH 001 CLASS A 6-MOS AUG-31-1996 SEP-01-1995 FEB-29-1996 1,433,639,054 1,876,954,351 20,529,490 71,515 1,753 1,897,557,109 23,384,560 0 9,732,997 33,117,557 598,098 1,338,053,868 38,398,207 32,580,888 (3,446,280) 0 85,918,569 0 443,315,297 1,864,439,552 3,735,603 4,056,907 0 (11,162,662) (3,370,152) 162,464,727 16,711,914 175,806,489 0 0 (105,606,205) 0 30,779,872 (28,327,177) 3,364,624 342,881,884 (76,128) 85,363,241 0 0 4,039,385 0 11,162,662 1,099,001,683 31.59 (.020) 3.200 0 (3.190) 0 31.58 1.08 0 0 EXPENSE RATIO IS ANNUALIZED
EX-27.2 3
6 0000005115 VAN KAMPEN AMERICAN CAPITAL EMERGING GROWTH 002 CLASS B 6-MOS AUG-31-1996 SEP-01-1995 FEB-29-1996 0 0 0 0 0 0 0 0 0 0 0 0 19,542,866 14,699,101 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (51,568,016) 0 4,274,458 (1,116,924) 1,686,231 0 0 0 0 0 0 0 0 506,711,848 30.65 (.140) 3.080 0 (3.190) 0 30.40 1.89 0 0 expense ratio is annualized
EX-27.3 4
6 0000005115 VAN KAMPEN AMERICAN CAPITAL EMERGING GROWTH 003 CLASS C 6-MOS AUG-31-1996 SEP-01-1995 FEB-29-1996 0 0 0 0 0 0 0 0 0 0 0 0 1,868,721 1,348,492 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (4,735,178) 0 1,073,242 (692,358) 139,345 0 0 0 0 0 0 0 0 48,114,730 31.02 (.140) 3.12 0 (3.190) 0 30.81 1.89 0 0 EXPENSE RATIO IS ANNUALIZED
EX-99.1 5 EXHIBIT 1.3 VAN KAMPEN AMERICAN CAPITAL EMERGING GROWTH FUND Certificate of Designation of Van Kampen American Capital Emerging Growth Fund The undersigned, being the Secretary of Van Kampen American Capital Emerging Growth Fund, a Delaware business trust (the "Trust"), pursuant to the authority conferred upon the Trustees of the Trust by Section 6.1 of the Trust's First Amended and Related Agreement and Declaration of Trust ("Declaration"), and by the affirmative vote of a Majority of the Trustees does hereby establish and designate the following classes of Shares of the Trust with following the rights, preferences and characteristics: 1. Classes of Shares. The Shares of the Trust shall be initially divided into three classes--Class A, Class B and Class C. The Trustees shall have the authority from time to time to authorize additional Classes of Shares of the Trust. 2. Sales Charges. Each Class A, Class B and Class C Share shall be subject to such sales charges, if any, as may be established from time to time by the Trustees in accordance with the Investment Company Act of 1940 (the "1940 Act") and applicable rules and regulations of the National Association of Securities Dealers, Inc., all as set forth in the Trust's prospectus. 3. Conversion. Each Class B and Class C Share of the Trust shall be converted automatically, and without any action or choice on the part of the Shareholder thereof, into Class A Shares of the Trust at such times and pursuant to such terms, conditions and restrictions as may be established by the Trustees and as set forth in the Trust's Prospectus. 4. Allocation of Expenses Among Classes. Expenses related solely to a particular Class (including, without limitation, distribution expenses under an administrative or service agreement, plan or other arrangement, however designated) shall be borne by that Class and shall be appropriately reflected (in a manner determined by the Trustees) in the net asset value, dividends, distribution and liquidation rights of the Shares of that Class. 5. Special Meetings. A special meeting of Shareholders of a Class of the Trust may be called with respect to the Rule 12b-1 distribution plan applicable to such Class or with respect to any other proper purpose affecting only holders of shares of such Class at any time by a Majority of the Trustees. 6. Other Rights Governed by Declaration. All other rights, preferences, qualifications, limitations and restrictions with respect to Shares of any Series of the Trust, or with respect to any Class of Shares set forth in the Declaration shall apply to 1 Shares of the Trust unless otherwise specified in this Certificate of Designation, in which case this Certificate of Designation shall govern. 7. Amendments, etc. Subject to the provisions and limitations of Section 9.5 of the Declaration and applicable law, this Certificate of Designation may be amended by an instrument signed in writing by a Majority of the Trustees (or by and officer of the Trust pursuant to the vote of a Majority of the Trustees) or when authorized to do so by the vote in accordance with the Declaration of the holders of a majority of all the Shares of the Trust outstanding and entitled to vote or, if such amendment affects the Shares of one or more but not all of the Classes of the Trust, the holders of a majority of all the Shares of the affected Classes outstanding and entitled to vote. 8. Incorporation of Defined Terms. All capitalized terms which are not defined herein shall have the same meaning as ascribed to those terms in the Declaration. June 21, 1995 /s/ NORI L. GABERT ____________________________ Nori L. Gabert, Secretary 2 EX-99.2 6 EXHIBIT 2 VAN KAMPEN AMERICAN CAPITAL EMERGING GROWTH FUND AMENDED AND RESTATED BYLAWS (AS AMENDED NOVEMBER 17, 1995) Van Kampen American Capital Emerging Growth Fund Amended and Restated Bylaws (As Amended November 17, 1995) Index ARTICLE 1 SHAREHOLDERS AND SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.1. Meetings . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.2. Presiding Officer; Secretary . . . . . . . . . . . . . 1 Section 1.3. Authority of Chairman of Meeting to Interpret Declaration and Bylaws . . 1 Section 1.4. Voting; Quorum . . . . . . . . . . . . . . . . . . . . 2 Section 1.5. Inspectors . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.6 Records at Shareholder Meetings . . . . . . . . . . . 2 Section 1.7. Shareholders Action in Writing . . . . . . . . . . . . 2 ARTICLE 2 TRUSTEES AND TRUSTEES' MEETINGS . . . . . . . . . . . . . . . . 2 Section 2.1. Number of Trustees . . . . . . . . . . . . . . . . . . 2 Section 2.2. Regular Meetings of Trustees . . . . . . . . . . . . . 2 Section 2.3. Special Meetings of Trustees . . . . . . . . . . . . . 3 Section 2.4. Notice of Meetings . . . . . . . . . . . . . . . . . . 3 Section 2.5. Quorum; Presiding Trustee . . . . . . . . . . . . . . 3 Section 2.6. Participation by Telephone . . . . . . . . . . . . . . 3 Section 2.7. Location of Meetings . . . . . . . . . . . . . . . . . 3 Section 2.8. Actions by Trustees . . . . . . . . . . . . . . . . . 3 Section 2.9. Rulings of Presiding Trustee . . . . . . . . . . . . . 4 Section 2.10. Trustees' Action in Writing . . . . . . . . . . . . . 4 Section 2.11. Resignations . . . . . . . . . . . . . . . . . . . . . 4 Section 2.12. Tenure of Trustees . . . . . . . . . . . . . . . . . . 4 ARTICLE 3 OFFICERS . . . . . . . . . . . . . . .. . . . . . . . . . . . . 4 Section 3.1. Officers of the Trust . . . . . . . . . . . . . . . . 4 Section 3.2. Time and Terms of Election . . . . . . . . . . . . . . 5 Section 3.3. Resignation and Removal . . . . . . . . . . . . . . . 5 Section 3.4. Fidelity Bond . . . . . . . . . . . . . . . . . . . . 5 Section 3.5. President . . . . . . . . . . . . . . . . . . . . . . 5 Section 3.6. Vice Presidents . . . . . . . . . . . . . . . . . . . 5 Section 3.7. Treasurer and Assistant Treasurers . . . . . . . . . . 5 Section 3.8. Controller and Assistant Controllers . . . . . . . . . 6 Section 3.9. Secretary and Assistant Secretaries . . . . . . . . . 6 Section 3.10. Substitutions . . . . . . . . . . . . . . . . . . . . 6 Section 3.11. Execution of Deeds, etc. . . . . . . . . . . . . . . . 6 Section 3.12. Power to Vote Securities . . . . . . . . . . . . . . . 6 ARTICLE 4 COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 4.1. Power of Trustees to Designate Committees . . . . . . 7 Section 4.2. Rules for Conduct of Committee Affairs . . . . . . . 7 Section 4.3. Trustees May Alter, Abolish, etc., Committees . . . . 7 Section 4.4. Minutes; Review by Trustees . . . . . . . . . . . . . 7 ARTICLE 5 SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE 6 SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 6.1. Issuance of Shares . . . . . . . . . . . . . . . . . . 8 Section 6.2. Uncertificated Shares . . . . . . . . . . . . . . . . 8 Section 6.3. Share Certificates . . . . . . . . . . . . . . . . . . 8 Section 6.4. Lost, Stolen, etc., Certificates . . . . . . . . . . 8 ARTICLE 7 STOCK TRANSFERS . . . . . . .. . . . . . . . . . . . . . . . . . 9 Section 7.1. Transfer Agents, Registrars, etc. . . . . . . . . . . 9 Section 7.2. Transfer of Shares . . . . . . . . . . . . . . . . . . 9 Section 7.3. Registered Shareholders . . . . . . . . . . . . . . . 9 ARTICLE 8 AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 8.1. Bylaws Subject to Amendment . . . . . . . . . . . . 9 Section 8.2. Notice of Proposal to Amend Bylaws Required . . . . . 9 VAN KAMPEN AMERICAN CAPITAL EMERGING GROWTH FUND AMENDED AND RESTATED BYLAWS (AS AMENDED NOVEMBER 17, 1995) These are the Bylaws of Van Kampen American Capital Emerging Growth Fund, a trust with transferable shares established under the laws of The State of Delaware (the "Trust"), pursuant to an Agreement and Declaration of Trust of the Trust (the "Declaration") made the 10th day of May, 1995, as amended, and a Certificate of Trust filed in the office of the Secretary of State pursuant to Section 3810 of The Delaware Business Trust Act, Title 12, Chapter 38 of the Delaware Code. These Bylaws have been adopted by the Trustees pursuant to the authority granted by Section 4.14 of the Declaration. All words and terms capitalized in these Bylaws, unless otherwise defined herein, shall have the same meanings as they have in the Declaration. ARTICLE 1 SHAREHOLDERS AND SHAREHOLDERS' MEETINGS SECTION 1.1. Meetings. A meeting of the Shareholders of the Trust shall be held whenever called by the Chairman, the President or a majority of the Trustees and whenever election of a Trustee or Trustees by Shareholders is required by the provisions of the 1940 Act. Meetings of Shareholders shall also be called by the Trustees when requested in writing by Shareholders holding at least ten percent (10%) of the Shares then outstanding for the purpose of voting upon removal of any Trustee, or if the Trustees shall fail to call or give notice of any such meeting of Shareholders for a period of thirty (30) days after such application, then Shareholders holding at least ten percent (10%) of the Shares then outstanding may call and give notice of such meeting. Notice of Shareholders' meetings shall be given as provided in the Declaration. SECTION 1.2. Presiding Officer; Secretary. The President shall preside at each Shareholders' meeting as chairman of the meeting, or in the absence of the President, the Trustees present at the meeting shall elect one of their number as chairman of the meeting. Unless otherwise provided for by the Trustees, the Secretary of the Trust shall be the secretary of all meetings of Shareholders and shall record the minutes thereof. SECTION 1.3. Authority of Chairman of Meeting to Interpret Declaration and Bylaws. At any Shareholders' meeting the chairman of the meeting shall be empowered to determine the construction or interpretation of the Declaration or these Bylaws, or any part thereof or hereof, and their ruling shall be final. SECTION 1.4. Voting; Quorum. At each meeting of Shareholders, except as otherwise provided by the Declaration, every holder of record of Shares entitled to vote shall be entitled to a number of votes equal to the number of Shares standing in his name on the Share register of the Trust on the record date of the meeting. Shareholders may vote by proxy and the form of any such proxy may be prescribed from time to time by the Trustees. A quorum shall exist if the holders of a majority of the outstanding Shares of the Trust entitled to vote are present in person or by proxy, but any lesser 1 number shall be sufficient for adjournments. At all meetings of the Shareholders, votes shall be taken by ballot for all matters which may be binding upon the Trustees pursuant to Section 7.1 of the Declaration. On other matters, votes of Shareholders need not be taken by ballot unless otherwise provided for by the Declaration or by vote of the Trustees, or as required by the 1940 Act, but the chairman of the meeting may in his discretion authorize any matter to be voted upon by ballot. SECTION 1.5. Inspectors. At any meeting of Shareholders, the chairman of the meeting may appoint one or more Inspectors of Election or Balloting to supervise the voting at such meeting or any adjournment thereof. If Inspectors are not so appointed, the chairman of the meeting may, and on the request of any Shareholder present or represented and entitled to vote shall, appoint one or more Inspectors for such purpose. Each Inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election or Balloting, as the case may be, at such meeting with strict impartiality and according to the best of his ability. If appointed, Inspectors shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. SECTION 1.6. Records at Shareholder Meetings. At each meeting of the Shareholders there shall be open for inspection the minutes of the last previous Meeting of Shareholders of the Trust and a list of the Shareholders of the Trust, certified to be true and correct by the Secretary or other proper agent of the Trust, as of the record date of the meeting or the date of closing of transfer books, as the case may be. Such list of Shareholders shall contain the name of each Shareholder. Shareholders shall have such other rights and procedures of inspection of the books and records of the Trust as are granted to shareholders of a Delaware corporation. SECTION 1.7. Shareholders' Action in Writing. Nothing in this Article 1 shall limit the power of the Shareholders to take any action by means of written instruments without a meeting, as permitted by Section 7.6 of the Declaration. ARTICLE 2 TRUSTEES AND TRUSTEES' MEETINGS SECTION 2.1. Number of Trustees. The number of Trustees shall be fifteen (15), provided that such number shall be reduced upon the death, resignation or retirement of any Trustee until the number of Trustees is eight (8), unless the Trustees shall find by a majority vote that such reduction is not in the best interest of the Fund's shareholders, in which case the number of Trustees shall not be reduced and a vacancy shall be created upon such death, resignation or retirement of such Trustees. SECTION 2.2. Regular Meetings of Trustees. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine; provided, that notice of such determination, and of the time and place of the first regular meeting thereafter, shall be given to each absent Trustee in accordance with Section 2.4 hereof. SECTION 2.3. Special Meetings of Trustees. Special meetings of the Trustees may be held at any time and at any place when called by the President or the Treasurer or by three (3) or more 2 Trustees, or if there shall be less than three (3) Trustees, by any Trustee; provided, that notice of the time and place thereof is given to each Trustee in accordance with Section 2.4 hereof by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting. SECTION 2.4. Notice of Meetings. Notice of any regular or special meeting of the Trustees shall be sufficient if given in writing to each Trustee, and if sent by mail at least five (5) days, by a nationally recognized overnight delivery service at least two (2) days or by facsimile at least twenty-four (24) hours, before the meeting, addressed to his usual or last known business or residence address, or if delivered to him in person at least twenty-four (24) hours before the meeting. Notice of a special meeting need not be given to any Trustee who was present at an earlier meeting, not more than thirty-one (31) days prior to the subsequent meeting, at which the subsequent meeting was called. Unless statute, these bylaws or a resolution of the Trustees might otherwise dictate, notice need not state the business to be transacted at or the purpose of any meeting of the Board of Trustees. Notice of a meeting may be waived by any Trustee by written waiver of notice, executed by him or her before or after the meeting, and such waiver shall be filed with the records of the meeting. Attendance by a Trustee at a meeting shall constitute a waiver of notice, except where a Trustee attends a meeting for the purpose of protesting prior thereto or at its commencement the lack of notice. No notice need be given of action proposed to be taken by unanimous written consent. SECTION 2.5. Quorum: Presiding Trustee. At any meeting of the Trustees, a Majority of the Trustees shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Unless the Trustees shall otherwise elect, generally or in a particular case, the Chairman shall be the presiding Trustee at each meeting of the Trustees or in the absence of the Chairman, the President shall preside over the meeting. In the absence of both the Chairman and the President, the Trustees present at the meeting shall elect one of their number as presiding Trustee of the meeting. SECTION 2.6. Participation by Telephone. One or more of the Trustees may participate in a meeting thereof or of any Committee of the Trustees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. SECTION 2.7. Location of Meetings. Trustees' meetings may be held at any place, within or without the State of Delaware. SECTION 2.8. Actions by Trustees. Unless statute, the charter or By-Laws requires a greater proportion, action of a majority of the Trustees present at a meeting at which a quorum is present is action of the Board of Trustees. The results of all voting shall be recorded by the Secretary in the minute book. 3 SECTION 2.9. Rulings of Presiding Trustee. All other rules of conduct adopted and used at any Trustees' meeting shall be determined by the presiding Trustee of such meeting, whose ruling on all procedural matters shall be final. SECTION 2.10. Trustees' Action in Writing. Nothing in this Article 2 shall limit the power of the Trustees to take action by means of a written instrument without a meeting, as provided in Section 4.2 of the Declaration. SECTION 2.11. Resignations. Any Trustee may resign at any time by written instrument signed by him and delivered to the Chairman, the President or the Secretary or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. SECTION 2.12. Tenure of Trustees. Notwithstanding any other provision herein to the contrary, the term of office of each Trustee shall end on December 31st of the year such Trustee reaches the age of seventy-two (72); provided that the term of office of each Trustee shall end on December 31, 1996 for each Trustee who had been elected before January 1, 1987 as a trustee or director of any open-end investment company managed by Van Kampen American Capital Asset Management, Inc. (formerly American Capital Asset Management, Inc. and, prior thereto, American General Capital Management, Inc.) if such Trustee reaches the age of seventy-two (72) or more by December 31, 1995: provided the term of office of each Trustee shall end on December 31st of the year such Trustee reaches the age of seventy-six (76) for each Trustee who had been elected before January 1, 1987 as a trustee or director of any open-end investment company managed by Van Kampen American Capital Asset Management, Inc. if such Trustee is less that the age of seventy-two (72) by December 31, 1995; provided that the term of office of each Trustee shall end on December 31st of the year such Trustee reaches the age of seventy-five (75) for each Trustee first elected on or after July 1, 1995 and prior to December 1, 1995 who was over the age of seventy-two and one-half (72 1/2) and under the age of seventy-five (75) at the time of such election; and further provided that the term of office of each Trustee shall end on December 31st of the year such Trustee reached the age of seventy-six (76) for each Trustee first elected on or after July 1, 1995 and prior to December 1, 1995 who was the age of seventy-five (75) or older at the time of such election. SECTION 2.13. Chairman of the Board. The Trustees shall from time to time elect one of the Trustees to serve as Chairman of the Board of Trustees, provided that the chairman shall be a Trustee who is not an "interested person" of the Trust or the Trust's investment adviser, within the meaning of the 1940 Act. ARTICLE 3 OFFICERS SECTION 3.1. Officers of the Trust. The officers of the Trust shall consist of a President, a Treasurer and a Secretary, and may include a Controller and one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries, and such other officers as the Trustees may designate. Any person may hold more than one office. SECTION 3.2. Time and Terms of Election. The President, the Treasurer and the Secretary shall be elected by the Trustees at their first meeting and thereafter at the annual meeting of the Trustees, as provided in Section 4.2 of the Declaration. Such officers shall hold office until the next 4 annual meeting of the Trustees and until their successors shall have been duly elected and qualified, and may be removed at any meeting by the affirmative vote of a Majority of the Trustees. All other officers of the Trust may be elected or appointed at any meeting of the Trustees. Such officers shall hold office for any term, or indefinitely, as determined by the Trustees, and shall be subject to removal, with or without cause, at any time by the Trustees. SECTION 3.3. Resignation and Removal. Any officer may resign at any time by giving written notice to the Trustees. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Trustees may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred. Except to the extent expressly provided in a written agreement with the Trust, no officer resigning or removed shall have any right to any compensation for any period following such resignation or removal, or any right to damage on account of such removal. SECTION 3.4. Fidelity Bond. The Trustees may, in their discretion, direct any officer appointed by them to furnish at the expense of the Trust a fidelity bond approved by the Trustees, in such amount as the Trustees may prescribe. SECTION 3.5. President. The President shall be the chief executive officer of the Trust and, subject to the supervision of the Trustees, shall have general charge and supervision of the business, property and affairs of the Trust and such other powers and duties as the Trustees may prescribe. SECTION 3.6. Vice Presidents. In the absence or disability of the President, the Vice President or, if there shall be more than one, the Vice Presidents in the order of their seniority or as otherwise designated by the Trustees, shall exercise all of the powers and duties of the President. The Vice Presidents shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments in the name of the Trust, and shall do and perform such other duties as the Trustees or the President shall direct. SECTION 3.7. Treasurer and Assistant Treasurers. The Treasurer shall be the chief financial officer of the Trust, and shall have the custody of the Trust's funds and Securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust and shall deposit all moneys, and other valuable effects in the name and to the credit of the Trust, in such depositories as may be designated by the Trustees, taking proper vouchers for such disbursements, shall have such other duties and powers as may be prescribed from time to time by the Trustees, and shall render to the Trustees, whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Trust. If no Controller is elected, the Treasurer shall also have the duties and powers of the Controller, as provided in these Bylaws. Any Assistant Treasurer shall have such duties and powers as shall be prescribed from time to time by the Trustees or the Treasurer, and shall be responsible to and shall report to the Treasurer. In the absence or disability of the Treasurer, the Controller shall have the powers and duties of the Treasurer. If no Controller is elected, the Assistant Treasurer or, if there shall be more than one, the Assistant Treasurers in the order of their seniority or as otherwise designated by the Trustees or the Chairman, shall have the powers and duties of the Treasurer. 5 SECTION 3.8. Controller and Assistant Controllers. If a Controller is elected, the Controller shall be the chief accounting officer of the Trust and shall be in charge of its books of account and accounting records and of its accounting procedures, and shall have such duties and powers as are commonly incident to the office of a controller, and such other duties and powers as may be prescribed from time to time by the Trustees. The Controller shall be responsible to and shall report to the Trustees, but in the ordinary conduct of the Trust's business, shall be under the supervision of the Treasurer. Any Assistant Controller shall have such duties and powers as shall be prescribed from time to time by the Trustees or the Controller, and shall be responsible to and shall report to the Controller. In the absence or disability of the Controller, the Assistant Controller or, if there shall be more than one, the Assistant Controllers in the order of their seniority or as otherwise designated by the Trustees, shall have the powers and duties of the Controller. SECTION 3.9. Secretary and Assistant Secretaries. The Secretary shall, if and to the extent requested by the Trustees, attend all meetings of the Trustees, any Committee of the Trustees and/or the Shareholders and record all votes and the minutes of proceedings in a book to be kept for that purpose, shall give or cause to be given notice of all meetings of the Trustees, any Committee of the Trustees, and of the Shareholders and shall perform such other duties as may be prescribed by the Trustees. The Secretary, or in his absence any Assistant Secretary, shall affix the Trust's seal to any instrument requiring it, and when so affixed, it shall be attested by the signature of the Secretary or an Assistant Secretary. The Secretary shall be the custodian of the Share records and all other books, records and papers of the Trust (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed. In the absence or disability of the Secretary, the Assistant Secretary or, if there shall be more than one, the Assistant Secretaries in the order of their seniority or as otherwise designated by the Trustees, shall have the powers and duties of the Secretary. SECTION 3.10. Substitutions. In case of the absence or disability of any officer of the Trust, or for any other reason that the Trustees may deem sufficient, the Trustees may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any Trustee. SECTION 3.11. Execution of Deeds, etc. Except as the Trustees may generally or in particular cases otherwise authorize or direct, all deeds, leases, transfers, contracts, proposals, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Trust shall be signed or endorsed on behalf of the Trust by its properly authorized officers or agents as provided in the Declaration. SECTION 3.12. Power to Vote Securities. Unless otherwise ordered by the Trustees, the Treasurer shall have full power and authority on behalf of the Trust to give proxies for, and/or to attend and to act and to vote at, any meeting of stockholders of any corporation in which the Trust may hold stock, and at any such meeting the Treasurer or his proxy shall possess and may exercise any and all rights and powers incident to the ownership of such stock which, as the owner thereof, the Trust might have possessed and exercised if present. The Trustees, by resolution from time to time, or, in the absence thereof, the Treasurer, may confer like powers upon any other person or persons as attorneys and proxies of the Trust. 6 ARTICLE 4 COMMITTEES SECTION 4.1. Power of Trustees to Designate Committees. The Trustees, by vote of a Majority of the Trustees, may elect from their number an Executive Committee and any other Committees and may delegate thereto some or all of their powers except those which by law, by the Declaration or by these Bylaws may not be delegated; provided, that an Executive Committee shall not be empowered to elect the President, the Treasurer or the Secretary, to amend the Bylaws, to exercise the powers of the Trustees under this Section 4.1 or under Section 4.3 hereof, or to perform any act for which the action of a Majority of the Trustees is required by law, by the Declaration or by these Bylaws. The members of any such Committee shall serve at the pleasure of the Trustees. SECTION 4.2. Rules for Conduct of Committee Affairs. Except as otherwise provided by the Trustees, each Committee elected or appointed pursuant to this Article 4 may adopt such standing rules and regulations for the conduct of its affairs as it may deem desirable, subject to review and approval of such rules and regulations by the Trustees at the next succeeding meeting of the Trustees, but in the absence of any such action or any contrary provisions by the Trustees, the business of each Committee shall be conducted, so far as practicable, in the same manner as provided herein and in the Declaration for the Trustees. SECTION 4.3. Trustees May Alter, Abolish, etc., Committees Trustees may at any time alter or abolish any Committee, change membership of any Committee, or revoke, rescind, waive or modify action of any Committee or the authority of any Committee with respect to any matter or class of matters; provided, that no such action shall impair the rights of any third parties. SECTION 4.4. Minutes: Review by Trustees. Any Committee to which the Trustees delegate any of their powers or duties shall keep records of its meetings and shall report its actions to the Trustees. ARTICLE 5 SEAL The seal of the Trust, if any, may be affixed to any instrument, and the seal and its attestation may be lithographed, engraved or otherwise printed on any document with the same force and effect as if had been imprinted and affixed manually in the same manner and with the same force and effect as if done by a Delaware corporation. Unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust. ARTICLE 6 SHARES SECTION 6.1. Issuance of Shares. The Trustees may issue an unlimited number of Classes of Shares of any or all Series either in certificated or uncertificated form, they may issue certificates to the 7 holders of a Class of Shares of a Series which was originally issued in uncertificated form, and if they have issued Shares of any Series in certificated form, they may at any time discontinue the issuance of Share certificates for such Series and may, by written notice to such Shareholders of such Series require the surrender of their Share certificates to the Trust for cancellation, which surrender and cancellation shall not affect the ownership of Shares for such Series. SECTION 6.2. Uncertificated Shares. For any Class of Shares for which the Trustees issue Shares without certificates, the Trust or the Transfer Agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such Shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of such Shares as if they had received certificates therefor and shall be held to have expressly assented and agreed to the terms hereof and of the Declaration. SECTION 6.3. Share Certificates. For any Class of Shares for which the Trustees shall issue Share certificates, each Shareholder of such Class shall be entitled to a certificate stating the number of Shares owned by him in such form as shall be prescribed from time to time by the Trustees. Such certificate shall be signed by the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Trust. Such signatures may be facsimiles if the certificate is countersigned by a Transfer Agent, or by a Registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he were such officer at the time of its issue. SECTION 6.4. Lost, Stolen, etc., Certificates. If any certificate for certificated Shares shall be lost, stolen, destroyed or mutilated, the Trustees may authorize the issuance of a new certificate of the same tenor and for the same number of Shares in lieu thereof. The Trustees shall require the surrender of any mutilated certificate in respect of which a new certificate is issued, and may, in their discretion, before the issuance of a new certificate, require the owner of a lost, stolen or destroyed certificate, or the owner's legal representative, to make an affidavit or affirmation setting forth such facts as to the loss, theft or destruction as they deem necessary, and to give the Trust a bond in such reasonable sum as the Trustees direct, in order to indemnify the Trust. ARTICLE 7 TRANSFER OF SHARES SECTION 7.1. Transfer Agents, Registrars, etc. As approved in Section 5.2(e) of the Declaration, the Trustees shall have the authority to employ and compensate such transfer agents and registrars with respect to the Shares of the Trust as the Trustees shall deem necessary or desirable. In addition, the Trustees shall have the power to employ and compensate such dividend dispersing agents, warrant agents and agents for reinvestment of dividends as they shall deem necessary or desirable. Any of such agents shall have such power and authority as is delegated to any of them by the Trustees. SECTION 7.2 Transfer of Shares. The Shares of the Trust shall be transferable on the books of the Trust only upon delivery to the Trustees or a transfer agent of the Trust of proper documentation as provided in Section 6.1(m) of the Declaration. The Trust, or its transfer agents, shall be authorized to 8 refuse any transfer unless and until presentation of such evidence as may be reasonably required to show that the requested transfer is proper. SECTION 7.3 Registered Shareholders. The Trust may deem and treat the holder of record of any Shares the absolute owner thereof for all purposes and shall not be required to take any notice of any right or claim of right of any other person. ARTICLE 8 AMENDMENTS SECTION 8.1. Bylaws Subject to Amendment. These Bylaws may be altered, amended or repealed, in whole or in part, at any time by vote of the holders of a majority of the Shares issued, outstanding and entitled to vote. The Trustees, by vote of a Majority of the Trustees (unless a greater vote is required by Section 2.8 hereof), may alter, amend or repeal these Bylaws, in whole or in part, including Bylaws adopted by the Shareholders, except with respect to any provision hereof which by law, the Declaration or these Bylaws requires action by the Shareholders. Bylaws adopted by the Trustees may be altered, amended or repealed by the Shareholders. SECTION 8.2. Notice of Proposal to Amend Bylaws Required. No proposal to amend or repeal these Bylaws or to adopt new Bylaws shall be acted upon at a meeting unless either (i) such proposal is stated in the notice or in the waiver of notice, as the case may be, of the meeting of the Trustees or Shareholders at which such action is taken, or (ii) all of the Trustees or Shareholders, as the case may be, are present at such meeting and all agree to consider such proposal without protesting the lack of notice. 9 -----END PRIVACY-ENHANCED MESSAGE-----