Invesco Bond Fund — Proxy Solicitation & Information Statement 1995

Oct 6, 1995

1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: /X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 American Capital Bond Fund, Inc. - -------------------------------------------------------------------------------- (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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: - -------------------------------------------------------------------------------- 2 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: /X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 American Capital Convertible Securities, Inc. - -------------------------------------------------------------------------------- (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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: - -------------------------------------------------------------------------------- 3 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: /X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 American Capital Income Trust - -------------------------------------------------------------------------------- (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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: - -------------------------------------------------------------------------------- 4 ------------------------------ NOTICE OF JOINT ANNUAL MEETINGS OF STOCKHOLDERS ------------------------------ TO BE HELD ON DECEMBER 14, 1995 Joint Annual Meetings of Stockholders (the "Meeting") of AMERICAN CAPITAL BOND FUND, INC. ("ACBF"), AMERICAN CAPITAL CONVERTIBLE SECURITIES, INC. ("ACCS") and AMERICAN CAPITAL INCOME TRUST (each a "Fund" and collectively, the "Funds") will be held in the Auditorium on Level 2 of Transco Tower, 2800 Post Oak Boulevard, Houston, Texas, on December 14, 1995 at 2:00 p.m. for the following purposes: 1. With respect to each Fund, to elect four directors/trustees (PROPOSAL NO. 1); 2. With respect to each Fund, to ratify the selection of Ernst & Young LLP as independent auditors for its most recent or current fiscal year (PROPOSAL NO. 2); 3. With respect to ACBF and ACCS, to approve an amendment to such Fund's Articles of Incorporation changing the name of the Fund (PROPOSAL NO. 3); and 4. To transact such other business as may properly come before the Meeting or any adjournments thereof. The stock transfer books will not be closed but in lieu thereof, the Board of Directors/Trustees of each Fund has fixed the close of business on October 18, 1995 as the record date for the determination of Stockholders of each Fund entitled to notice of, and to vote at, the Meeting and any adjournment thereof. By order of the Boards of Directors/Trustees NORI L. GABERT, Secretary Houston, Texas October 23, 1995 5 EACH OF THE FUNDS WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY) TO A STOCKHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO VAN KAMPEN AMERICAN CAPITAL BY CALLING (800) 421-5666 OR BY WRITING TO THE FUNDS, 2800 POST OAK BOULEVARD, HOUSTON, TEXAS 77056. STOCKHOLDERS OF EACH OF THE FUNDS ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, WITH RESPECT TO EACH FUND IN WHICH YOU WERE A STOCKHOLDER AS OF THE RECORD DATE, DATE AND SIGN IT, 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 BOARD OF DIRECTORS/TRUSTEES OF EACH FUND RECOMMENDS THAT YOU CAST YOUR VOTE - IN FAVOR OF THE NOMINEES FOR THE BOARD OF DIRECTORS/TRUSTEES LISTED IN THE PROXY STATEMENT, - FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE MOST RECENT OR CURRENT FISCAL YEAR, AND - FOR THE APPROVAL OF AMENDMENT TO ACBF'S AND ACCS'S ARTICLES OF INCORPORATION CHANGING THE NAME OF THE FUND. YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD PROMPTLY NO MATTER HOW MANY SHARES YOU OWN. 6 ------------------------------ JOINT PROXY STATEMENT ------------------------------ FOR THE ANNUAL MEETINGS OF STOCKHOLDERS TO BE HELD ON DECEMBER 14, 1995 INTRODUCTION This joint proxy statement is furnished in connection with the solicitation by the respective Board of Directors or Trustees, as the case may be (the "Board"), of each of AMERICAN CAPITAL BOND FUND, INC. ("ACBF"), AMERICAN CAPITAL CONVERTIBLE SECURITIES, INC. ("ACCS") and AMERICAN CAPITAL INCOME TRUST ("ACIT") (each a "Fund" and collectively, the "Funds") of proxies to be voted at the Joint Annual Meetings of Stockholders (the "Meeting") of the Funds to be held in the Auditorium on Level 2 of Transco Tower, 2800 Post Oak Boulevard, Houston, Texas, on December 14, 1995 at 2:00 p.m., and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Joint Annual Meetings of Stockholders. Any such adjournment will require the affirmative vote of a majority of the shares present in person or by proxy to be voted at the Meeting. The persons named as proxies will vote in favor of any such adjournment those proxies which instruct them to vote in favor of any of the proposals. Conversely, they will vote against any such adjournment any proxies which instruct them to vote against all proposals. As used in the Notice of Joint Annual Meetings of Stockholders and as used herein, the term "Directors" shall include Trustees and the term "Stockholders" shall include Shareholders and holders of beneficial interest where the use of the terms "Trustees" or "Shareholders" would otherwise be appropriate. The address and the principal executive offices of each Fund is 2800 Post Oak Boulevard, Houston, Texas 77056. The Meeting is scheduled as a joint meeting of the respective Stockholders of the Funds because the stockholders of each of the Funds are expected to consider and vote on similar matters. The Board of each Fund has determined that the use of a joint proxy statement for the Meeting is in the best interest of each of the Funds' Stockholders. In the event that any Stockholder of a Fund present at the Meeting objects to the holding of a joint meeting and moves for an adjournment of such Fund's meeting to a time immediately after the Meeting, so that such Fund's meeting may be held separately, the persons named as proxies will vote in favor of such adjournment. Stockholders of each Fund will vote separately on each of the Proposals and an unfavorable vote on a Proposal by the Stockholders of one Fund will not affect the implementation of such Proposal by another Fund if the Proposal is approved by the Stockholders of that Fund. Proposal No. 1 must 1 7 be approved by a plurality of the shares voting and Proposal No. 2 must be approved by a simple majority of shares voting. As to ACBF and ACCS, Proposal No. 3 must be approved by a majority of the outstanding shares of such Fund. A majority of the outstanding shares of a Fund must be present in person or by proxy to have a quorum to conduct business for such Fund at the Meeting. Each Fund will pay the costs of solicitation, including the printing and mailing of the proxy materials. Certain officers, directors and regular and temporary employees of each of the Funds, Van Kampen American Capital Asset Management, Inc. (the "Adviser") and Boston Financial Data Services, Inc. (the "Transfer Agent") (none of whom will receive special compensation therefor), may solicit proxies in person or by telephone, facsimile, telegraph, or mail. Each Fund will reimburse brokers, custodians, nominees and fiduciaries for the reasonable expenses incurred by them in connection with forwarding solicitation material to the beneficial owners of shares held of record by such persons. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Abstentions do not constitute votes "for" or "against" a matter and will be disregarded in determining the "votes cast" on the issue. Broker non-votes (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominees do not have discretionary power) will be treated the same as abstentions. Unless instructions to the contrary are marked, shares represented by a proxy will be voted "FOR" each Proposal as to which it is entitled to vote. Any proxy may be revoked at any time prior to the exercise thereof by submitting another proxy bearing a later date or by giving written notice to the Secretary of the applicable Fund at the applicable address indicated above or by voting in person at the meeting. The Board knows of no business other than that specifically mentioned in the Notice of Meeting which will be presented for consideration at the Meeting. If any other matters are properly presented, the persons named in the enclosed proxy will be permitted to vote thereon in accordance with their best judgment. The Board has fixed the close of business on October 18, 1995, as the record date (the "Record Date") for the determination of Stockholders of each Fund entitled to notice of and to vote at the Meeting or any adjournment thereof. Stockholders of each Fund on that date will be entitled to one vote on each matter to be voted on by that Fund for each share held, with no cumulative voting rights. 2 8 The following summarizes each proposal to be presented at the Meeting and the Funds solicited with respect to such proposal:

EACH OF THE FUNDS WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY) TO A STOCKHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO VAN KAMPEN AMERICAN CAPITAL BY CALLING (800) 421-5666 OR BY WRITING TO THE FUNDS, 2800 POST OAK BOULEVARD, HOUSTON, TEXAS 77056. At the close of business on October 18, 1995, each Fund had outstanding the number of shares set forth below:

The enclosed proxy or proxies and this proxy statement are first being sent to Stockholders on or about October 23, 1995. PRINCIPAL HOLDERS As of October 18, 1995, to the knowledge of each Fund, no person beneficially owned more than 5% of such Fund's outstanding shares. 3 9 PROPOSAL NO. 1 WITH RESPECT TO EACH FUND, TO ELECT FOUR DIRECTORS Each Fund's Board is divided into three classes of directors, each class serving for three years. The term of one class expires each year and no term shall continue for more than three years after the applicable election. This type of classification may prevent replacement of a majority of the Directors for up to a two-year period. The foregoing is subject to the provisions of the Investment Company Act of 1940 (the "1940 Act"), Maryland or Massachusetts law, respectively and the By-Laws of each of the Funds. It is the intention of the persons named in the accompanying form of Proxy to nominate and to vote such Proxy for the election of the persons named below, or if any such persons shall be unable to serve, to vote for the election of such other person or persons as shall be determined by the persons named in the Proxy in accordance with their judgment. The Funds, however, have no reason to believe that it will be necessary to designate a substitute nominee. The following schedule sets forth certain information regarding each Director and nominee, including incumbent Directors whose current terms do not expire in 1995. All nominees have consented to being named in this proxy statement and have agreed to serve if elected. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. The "Interested" nominee and directors (as defined by Section 2(a)(19) of the 1940 Act) are indicated by asterisks. All directors and officers as a group owned directly or beneficially less than 1% of each Fund's outstanding shares as of October 18, 1995. 4 10 INFORMATION REGARDING NOMINEES FOR ELECTION

5 11

OTHER DIRECTORS The other Directors of the Funds whose terms will not expire in 1995 are:

6 12

7 13

8 14

9 15

• --------------- * Mr. Powell is an interested person, as defined in the 1940 Act, of the Funds and the Adviser by virtue of his affiliation with the Adviser. ** Dr. Muller is an interested person because he is a director of a company which is a registered broker-dealer. All officers and directors of each Fund as a group owned shares of the Fund, representing less than 1% of the total shares outstanding at such date, as follows: AC Bond -- [4,410]; AC Convertible Securities, Inc. -- [8,640]; and AC Income Trust -- [11,884]. (1) A director or trustee of each Fund and trustee of Common Sense Trust, an open-end investment company for which the Adviser serves as an investment adviser. (2) A trustee of each of the Van Kampen American Capital Funds, the Van Kampen Merritt Series Trust and closed-end investment companies advised by the VK Adviser. (3) A managing general partner of American Capital Exchange Fund. 10 16 OFFICERS OF THE FUNDS The following information relates to the executive officers of each Fund who are not Directors of such Fund. Most of the officers also serve as a director, officer or employee of the Adviser. Each officer also serves in the same capacity for all or a number of the other investment companies advised by the Adviser. The business address of each officer, except for Messrs. McDonnell and Nyberg, is 2800 Post Oak Blvd., Houston, Texas 77056. Messrs. McDonnell and Nyberg business address is One Parkview Plaza, Oakbrook Terrace, IL 60181. AMERICAN CAPITAL BOND FUND, INC.

11 17

AMERICAN CAPITAL INCOME TRUST

12 18

13 19

AMERICAN CAPITAL CONVERTIBLE SECURITIES, INC.

14 20

15 21

The address of the Adviser is 2800 Post Oak Boulevard, Houston, Texas 77056. The Funds are not publicly distributed, and therefore, do not have an active underwriter. 16 22 REMUNERATION PAID TO DIRECTORS No remuneration is paid by a Fund to a Director who is an affiliated person of the Adviser. Directors who are not affiliated with the Adviser are compensated by each Fund and reimbursed for out-of-pocket expenses. A Director on the Board of ACBF is compensated at the annual rate of $2,240 plus $144 for each Board and committee meeting attended. A Director on the Board of ACIT is compensated at the annual rate of $1,960 plus $112 for each Board and committee meeting attended. A Director on the Board of ACCS is compensated at the annual rate of $1,760 plus $102 for each Board and committee meeting attended. The Directors also receive compensation for serving in similar capacities for a number of other funds advised by the Adviser as indicated in the notes to the foregoing table. Additional information regarding compensation paid by each Fund and the related mutual funds for which the Directors serve as directors, trustees or managing general partners noted above is set forth below. The compensation shown for the Funds and the total compensation shown for the Funds and other related mutual funds is for the calendar year ended December 31, 1994. Mr. Powell is not compensated for his service as Director because of his affiliation with the Adviser. COMPENSATION TABLE

• --------------- (1) Reflects fourteen investment companies in the Fund complex. (2) The Aggregate Compensation from each Fund during its 1994 fiscal year is shown in Appendix A. 17 23 STANDING COMMITTEES Each Fund has a Nominating Committee, the functions of which are (a) selecting and recommending to the Board nominees for election as directors and (b) proposing and recommending to the Board the terms of compensation for directors. The committee consists of Messrs. Cocanougher, Hackerman, Muller, Paulsen and Upton. With respect to ACBF, the committee held two meetings during the last fiscal year. With respect to ACCS and ACIT, the committee held one meeting during the last fiscal year. The committee is prepared to review nominations from Stockholders to fill directorships in written communications addressed to the committee at the applicable Fund's headquarters, although the committee expects to be able to identify from its own resources an ample number of qualified candidates. Each Fund has an Audit Committee which makes recommendations to the Board concerning the selection of each Fund's independent auditors, reviews with such auditors the scope and results of the annual audit and considers any comments which the auditors may have regarding such Fund's financial statements or books of account. The committee consists of Messrs. Gross, Harvey, Paulsen and Shepard. The committee held two meetings during the last fiscal year. With respect to ACBF, the Board met six times during the last fiscal year. With respect to ACCS and ACIT, the board met seven times during the last fiscal year. During such fiscal year all directors 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. PROPOSAL NO. 2 WITH RESPECT TO EACH FUND, TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR ITS MOST RECENT OR CURRENT FISCAL YEAR Ernst & Young LLP has been selected by the Board as independent auditors for the current fiscal year by vote of a majority of the Fund's directors who are not interested persons of the Fund as defined in the 1940 Act. Such selection was recommended by the Audit Committee of the Board. The employment is conditioned on the right of each Fund to terminate the employment without penalty by a vote of a majority of the outstanding voting shares. Such selection by the Board is submitted to the Stockholders for their ratification or rejection. 18 24 Representatives of Ernst & Young LLP are expected to be present at the meeting with the opportunity to make a statement, if they so desire, and such representatives are expected to be available to respond to any appropriate questions from Stockholders. THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL. PROPOSAL NO. 3 WITH RESPECT TO ACBF AND ACCS, PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION CHANGING THE NAME OF THE FUND The Board of ACBF and ACCS has approved, subject to stockholder approval, an amendment to each Fund's Articles of Incorporation changing the name of each Fund from American Capital Bond Fund, Inc. and American Capital Convertible Securities, Inc. to Van Kampen American Capital Bond Fund, Inc. and Van Kampen American Capital Convertible Securities, Inc., respectively. The purpose of the proposed name change is to clearly identify each Fund as part of the Van Kampen American Capital family of funds. The name of almost all the other investment companies whose investment adviser is the Adviser have been changed to add "Van Kampen" at the beginning of their names, in keeping with a change in the name of the Adviser to "Van Kampen American Capital Asset Management, Inc." Article SECOND of ACBF's Articles of Incorporation currently reads as follows: The name of the corporation (hereinafter called the "Corporation") is American Capital Bond Fund, Inc. The Corporation is one of a number of investment companies with the same investment adviser each of which is adopting the words "American Capital" as part of its name. The Corporation acknowledges that it has the non-exclusive right to the use of the words "American Capital" as part of the name of other investment companies, whether now in existence or hereafter created, which are members of the American Capital Group of investment companies and consents to the adoption of the words "American Capital" as part of the name of its investment adviser and affiliated companies. The foregoing acknowledgement and consent on the part of the corporation is hereby made binding upon its shareholders and creditors and all other persons claiming under or through it. It is proposed that Article SECOND of ACBF's Articles of Incorporation be amended to read as follows: 19 25 "The name of the corporation (which is hereinafter called the "Corporation") is: "Van Kampen American Capital Bond Fund, Inc." Van Kampen American Capital, Inc. ("Van Kampen American Capital") has consented to the use by the Corporation to the identifying words "Van Kampen" or "Van Kampen Merritt" or any combination thereof in the name of the Corporation. Such consent is conditioned upon the Corporation's employment of Van Kampen American Capital, its successors or a subsidiary or affiliate thereof as investment adviser to the Corporation. As between Van Kampen American Capital and the Corporation, Van Kampen American Capital shall control the use of such name insofar as such name contains the identifying words "Van Kampen" or "Van Kampen Merritt". Van Kampen American Capital may from time to time use the identifying words "American Capital," "Van Kampen" or "Van Kampen Merritt" in other connections and for other purposes, including without limitation in the names of other investment companies, corporations or businesses that it may manage, advise, sponsor or own or in which it may have a financial interest. Van Kampen American Capital may require the Corporation to cease using the identifying words "Van Kampen" or "Van Kampen Merritt" in the name of the Corporation if the Corporation ceases to employ Van Kampen American Capital, its successors or a subsidiary or affiliate thereof as investment adviser. Article SECOND of ACCS's Articles of Incorporation currently reads as follows: The name of the corporation (hereinafter called the "Corporation") is American Capital Convertible Securities, Inc. The Corporation is one of a number of investment companies with the same investment adviser each of which is adopting the words "American Capital" as part of its name. The Corporation acknowledges that it has the non-exclusive right to the use of the words "American Capital" as part of the name of other investment companies, whether now in existence or hereafter created, which are members of the American Capital Group of investment companies and consents to the adoption of the words "American Capital" as part of the name of its investment adviser and affiliated companies. The foregoing acknowledgement and consent on the part of the corporation is hereby made binding upon its shareholders and creditors and all other persons claiming under or through it. It is proposed that Article SECOND of ACCS's Articles of Incorporation be amended to read as follows: 20 26 "The name of the corporation (which is hereinafter called the "Corporation") is: "Van Kampen American Capital Convertible Securities, Inc." Van Kampen American Capital, Inc. ("Van Kampen American Capital") has consented to the use by the Corporation to the identifying words "Van Kampen" or "Van Kampen Merritt" or any combination thereof in the name of the Corporation. Such consent is conditioned upon the Corporation's employment of Van Kampen American Capital, its successors or a subsidiary or affiliate thereof as investment adviser to the Corporation. As between Van Kampen American Capital and the Corporation, Van Kampen American Capital shall control the use of such name insofar as such name contains the identifying words "Van Kampen" or "Van Kampen Merritt". Van Kampen American Capital may from time to time use the identifying words "American Capital," "Van Kampen" or "Van Kampen Merritt" in other connections and for other purposes, including without limitation in the names of other investment companies, corporations or businesses that it may manage, advise, sponsor or own or in which it may have a financial interest. Van Kampen American Capital may require the Corporation to cease using the identifying words "Van Kampen" or "Van Kampen Merritt" in the name of the Corporation if the Corporation ceases to employ Van Kampen American Capital, its successors or a subsidiary or affiliate thereof as investment adviser. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF EACH FUND APPROVE THE PROPOSED NAME CHANGE. If Stockholders do not approve this proposal, each Fund's name will remain the same. Pursuant to the authority conferred upon the Directors of ACIT in the Agreement and Declaration of Trust, the Directors have approved changing the name of the Fund to "Van Kampen American Capital Income Trust." STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at the 1996 Annual Meeting of the Stockholders of each of the Funds that holds annual meetings must be received by June 26, 1996 to be included in the proxy statement and the form of proxy relating to that meeting. OTHER MATTERS The management knows of no other matters which are to be brought before the Meeting. However, if any other matters not now known or determined properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in 21 27 accordance with their judgment on such matters. Any financial statements accompanying this proxy statement are for informational purposes only, do not constitute soliciting material and are not incorporated herein. All proxies received will be voted in favor of all the proposals, unless otherwise directed therein. By order of the Board of Directors/Trustees NORI L. GABERT, Secretary October 23, 1995 22 28 APPENDIX A 1994 AGGREGATE COMPENSATION FROM EACH FUND(1) The following schedule sets forth certain information regarding compensation paid to each incumbent directors by or on behalf of each Fund during its respective 1994 fiscal year. There is no Pension or Retirement Plan in effect with respect to the directors of each Fund.

. (1) Mr. Powell is an affiliated person of the Adviser and does not receive compensation directly from the Funds. A-1 29 AMERICAN CAPITAL INCOME TRUST By signing this Proxy card, I hereby appoint Don G. Powell, Ronald A. Nyberg, and Nori L. Gabert, or any of them, Proxies to vote at American Capital Income Trust's Annual Meeting of Stockholders on December 14, 1995 and any adjournment or postponements thereof on matters which may properly come before the Annual Meeting, in accordance with and as more fully described in the Notice of Meeting and the Proxy Statement, receipt of which is acknowledged. THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES. THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON THIS CARD. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE YOUR SHARES FOR ALL PROPOSALS. - ------------------------------------------------------------------------------- PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. - ------------------------------------------------------------------------------- Please sign this proxy exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. - -------------------------------------------------------------------------------- HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? _____ _____ _____ _____ _____ _____ 30 [ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1) Election of Trustees. [ ] [ ] [ ] AMERICAN CAPITAL INCOME TRUST DONALD M. CARLTON; A. BENTON COCANOUGHER; ROBERT D.H. HARVEY; MILLER UPTON IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME. YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S). For Against Abstain 2) To ratify the selection [ ] [ ] [ ] of Ernst & Young LLP as independent auditors. Please be sure to sign and date this Proxy. Date - -------------------------------------------------------------------------------- - ------ Shareholder sign here --------------- Co-owner sign here ---------------- Mark box at right if comments or address change has been noted on the reverse side of this card. [ ] RECORD DATE SHARES: 31 AMERICAN CAPITAL CONVERTIBLE SECURITIES, INC. By signing this Proxy card, I hereby appoint Don G. Powell, Ronald A. Nyberg, and Nori L. Gabert, or any of them, Proxies to vote at American Capital Convertible Securities, Inc.'s Annual Meeting of Stockholders on December 14, 1995 and any adjournment or postponements thereof on matters which may properly come before the Annual Meeting, in accordance with and as more fully described in the Notice of Meeting and the Proxy Statement, receipt of which is acknowledged. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON THIS CARD. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE YOUR SHARES FOR ALL PROPOSALS. - ------------------------------------------------------------------------------- PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. - ------------------------------------------------------------------------------- Please sign this proxy exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. - -------------------------------------------------------------------------------- HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? _____ _____ _____ _____ _____ _____ 32 [ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1) Election of Directors. [ ] [ ] [ ] AMERICAN CAPITAL CONVERTIBLE SECURITIES, INC. DONALD M. CARLTON; A. BENTON COCANOUGHER; ROBERT D.H. HARVEY; MILLER UPTON IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME. YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S). For Against Abstain 2) To ratify the selection [ ] [ ] [ ] of Ernst & Young LLP as independent auditors. 3) Proposed Amendment to the [ ] [ ] [ ] Articles of Incorporation changing the name of the Fund. Please be sure to sign and date this Proxy. Date - -------------------------------------------------------------------------------- - ------ Shareholder sign here --------------- Co-owner sign here ---------------- Mark box at right if comments or address change has been noted on the reverse side of this card. [ ] RECORD DATE SHARES: 33 AMERICAN CAPITAL BOND FUND, INC. By signing this Proxy card, I hereby appoint Don G. Powell, Ronald A. Nyberg, and Nori L. Gabert, or any of them, Proxies to vote at American Capital Bond Fund, Inc.'s Annual Meeting of Stockholders on December 14, 1995 and any adjournment or postponements thereof on matters which may properly come before the Annual Meeting, in accordance with and as more fully described in the Notice of Meeting and the Proxy Statement, receipt of which is acknowledged. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON THIS CARD. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE YOUR SHARES FOR ALL PROPOSALS. - ------------------------------------------------------------------------------- PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. - ------------------------------------------------------------------------------- Please sign this proxy exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. - -------------------------------------------------------------------------------- HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? _____ _____ _____ _____ _____ _____ 34 [ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except 1) Election of Directors. [ ] [ ] [ ] AMERICAN CAPITAL BOND FUND, INC. DONALD M. CARLTON; A. BENTON COCANOUGHER; ROBERT D.H. HARVEY; MILLER UPTON IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME. YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S). For Against Abstain 2) To ratify the selection [ ] [ ] [ ] of Ernst & Young LLP as independent auditors. 3) Proposed Amendment to the [ ] [ ] [ ] Articles of Incorporation changing the name of the Fund. Please be sure to sign and date this Proxy. Date - -------------------------------------------------------------------------------- - ------ Shareholder sign here --------------- Co-owner sign here ---------------- Mark box at right if comments or address change has been noted on the reverse side of this card. [ ] RECORD DATE SHARES: