Edgar Filing: VAN KAMPEN HIGH INCOME CORPORATE BOND FUND

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2002

REGISTRATION NOS. 2-62115
811-2851
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 46 [X]
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 41 [X]

VAN KAMPEN
HIGH INCOME CORPORATE BOND FUND

(EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)
1 PARKVIEW PLAZA, PO BOX 5555, OAKBROOK TERRACE, ILLINOIS 60181-5555
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(630) 684-6000
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE

A. THOMAS SMITH III

VICE PRESIDENT AND SECRETARY

VAN KAMPEN HIGH INCOME CORPORATE BOND FUND

1221 AVENUE OF THE AMERICAS

NEW YORK, NY 10020

(NAME AND ADDRESS OF AGENT FOR SERVICE)

---------------------

Copies To:
WAYNE W. WHALEN, ESQ.
THOMAS A. HALE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700

Approximate Date of Proposed Public Offering: As soon as practicable
following effectiveness of this Registration Statement.

It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)

[X] on December 27, 2002 pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered: Shares of Beneficial Interest, par
value $0.01 per share
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Van Kampen High Income Corporate Bond Fund
-------------------------------------------------------------------------------

Van Kampen High Income Corporate Bond Fund's primary investment objective is to
seek to maximize current income. Capital appreciation is a secondary objective
which is sought only when consistent with the Fund's primary investment
objective. The Fund's investment adviser seeks to achieve the Fund's investment
objectives by investing primarily in a portfolio of high-yielding, high-risk
bonds and other income securities, such as convertible securities and preferred
stock.

Shares of the Fund have not been approved or disapproved by the Securities and
Exchange Commission (SEC) or any state regulator, and neither the SEC nor any
state regulator has passed upon the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.

This Prospectus is dated DECEMBER 27, 2002

CLASS A SHARES
CLASS B SHARES
CLASS C SHARES

PROSPECTUS

[VAN KAMPEN INVESTMENTS LOGO]

Table of Contents

Risk/Return Summary......................................... 3
Fees and Expenses of the Fund............................... 6
Investment Objectives, Policies and Risks................... 7
Investment Advisory Services................................ 15
Purchase of Shares.......................................... 16
Redemption of Shares........................................ 23
Distributions from the Fund................................. 25
Shareholder Services........................................ 25
Federal Income Taxation..................................... 27
Financial Highlights........................................ 29
Appendix--Description of Securities Ratings................. A-1

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained in this Prospectus and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Fund, the Fund's investment adviser or the
Fund's distributor. This Prospectus does not constitute an offer by the Fund or
by the Fund's distributor to sell or a solicitation of an offer to buy any of
the securities offered hereby in any jurisdiction to any person to whom it is
unlawful for the Fund to make such an offer in such jurisdiction.

Risk/Return Summary

-------------------------------------------------------------------------------

INVESTMENT OBJECTIVES

The Fund's primary investment objective is to seek to maximize current income.
Capital appreciation is a secondary objective which is sought only when
consistent with the Fund's primary investment objective.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund's investment adviser seeks to achieve
the Fund's investment objectives by investing primarily in a portfolio of
high-yielding, high-risk bonds and other income securities, such as convertible
securities and preferred stock. The Fund buys and sells medium- and lower-grade
securities with a view towards seeking a high level of current income and
capital appreciation over the long-term. Lower-grade securities are commonly
referred to as "junk bonds." The Fund invests in a broad range of income
securities represented by various companies and industries and traded on various
markets. In selecting securities for investment, the Fund's investment adviser
seeks to identify securities which entail reasonable credit risk considered in
relation to the Fund's investment policies. The Fund's investment adviser uses
an investment strategy of fundamental credit analysis and emphasizes issuers
that it believes will remain financially sound and perform well in a range of
market conditions. Portfolio securities are typically sold when the fundamental
assessment of an issuer by the Fund's investment adviser materially changes.

Under normal market conditions, the Fund invests at least 65% of its total
assets in corporate bonds and other income securities with maturities greater
than one year. The Fund may invest up to 35% of its total assets in securities
of issued by foreign governments or foreign corporations. The Fund may purchase
and sell certain derivative instruments, such as options, futures contracts and
options on futures contracts, for various portfolio management purposes,
including to earn income, facilitate portfolio management and mitigate risks.

PRINCIPAL INVESTMENT RISKS

An investment in the Fund is subject to risks, and you could lose money on your
investment in the Fund. There can be no assurance that the Fund will achieve its
investment objectives.

CREDIT RISK. Credit risk refers to an issuer's ability to make timely payments
of interest and principal. Because the Fund invests primarily in medium- and
lower-grade securities, the Fund is subject to a higher level of credit risk
than a fund that invests only in investment grade securities. The credit quality
of noninvestment-grade securities is considered speculative by recognized rating
agencies with respect to the issuer's continuing ability to pay interest and
principal. Lower-grade securities may have less liquidity and a higher incidence
of default than higher-grade securities. The Fund may incur higher expenses to
protect the Fund's interests in such securities. The credit risks and market
prices of lower-grade securities generally are more sensitive to negative issuer
developments, such as reduced revenues or increased expenditures, or adverse
economic conditions, such as a recession, than are higher-grade securities.

MARKET RISK. Market risk is the possibility that the market values of securities
owned by the Fund will decline. The prices of income securities tend to fall as
interest rates rise, and such declines tend to be greater among income
securities with longer maturities. Although the Fund has no policy limiting the
maturities of its investments, the Fund's investment adviser seeks to maintain a
portfolio duration of two to six years. This means that the Fund is subject to
greater market risk than a fund investing solely in shorter-term securities (see
"Investment Objectives, Policies and Risks" for an explanation of maturities and
durations). Medium- and lower-grade securities, especially those with longer
maturities or those that do not make regular interest payments, may be more
volatile and may decline more in price in response to negative issuer
developments or general economic news than higher-grade securities.

Market risk is often greater among certain types of income securities, such as
zero coupon bonds or pay-in-kind securities. As interest rates change, these
securities often fluctuate more in price than traditional income securities and
may subject the Fund to greater

market risk than a fund that does not own these types of securities.

INCOME RISK. The income you receive from the Fund is based primarily on interest
rates and credit risk, which can vary widely over the short- and long-term. If
interest rates drop, your income from the Fund may drop as well.

CALL RISK. If interest rates fall, it is possible that issuers of income
securities with high interest rates will prepay or "call" their securities
before their maturity dates. In this event, the proceeds from the called
securities would likely be reinvested by the Fund in securities bearing the new,
lower interest rates, resulting in a possible decline in the Fund's income and
distributions to shareholders.

FOREIGN RISKS. Because the Fund may own securities of foreign issuers, it may be
subject to risks not usually associated with owning securities of U.S. issuers.
These risks can include fluctuations in foreign currencies, foreign currency
exchange controls, political and economic instability, differences in financial
reporting, differences in securities regulation and trading and foreign taxation
issues.

RISKS OF USING DERIVATIVE INSTRUMENTS. In general terms, a derivative instrument
is one whose value depends on (or is derived from) the value of an underlying
asset, interest rate or index. Options, futures contracts and options on futures
contracts are examples of derivative instruments. Derivative instruments involve
risks different from direct investments in underlying securities. These risks
include imperfect correlation between the value of the instruments and the
underlying assets; risks of default by the other party to certain transactions;
risks that the transactions may result in losses that partially or completely
offset gains in portfolio positions; and risks that the transactions may not be
liquid.

MANAGER RISK. As with any managed fund, the Fund's investment adviser may not be
successful in selecting the best-performing securities or investment techniques,
and the Fund's performance may lag behind that of similar funds.

INVESTOR PROFILE

In light of the Fund's investment objectives and strategies, the Fund may be
appropriate for investors who:

- Seek a high level of current income

- Are willing to take on the substantially increased risks of medium- and
lower-grade securities in exchange for potentially higher income

- Wish to add to their investment portfolio a fund that invests primarily in
medium- and lower-grade income securities

An investment in the Fund is not a deposit of any bank or other insured
depository institution. An investment in the Fund is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.

An investment in the Fund may not be appropriate for all investors. The Fund is
not intended to be a complete investment program, and investors should consider
their long-term investment goals and financial needs when making an investment
decision about the Fund. An investment in the Fund is intended to be a long-
term investment, and the Fund should not be used as a trading vehicle.

ANNUAL PERFORMANCE

One way to measure the risks of investing in the Fund is to look at how its
performance has varied from year to year. The following chart shows the annual
returns of the Fund's Class A Shares over the ten calendar years prior to the
date of this Prospectus. Sales loads are not reflected in this chart. If these
sales loads had been included, the returns shown below would have been

lower. Remember that past performance of the Fund is not indicative of its
future performance.

[BAR GRAPH]

ANNUAL RETURN
-------------

1992 17.42
1993 19.13
1994 -3.62
1995 17.43
1996 13.65
1997 12.24
1998 0.46
1999 3.90
2000 -8.22
2001 -2.65

The Fund's return for the nine-month period ended September 30, 2002 for Class A
Shares was -14.24%. As a result of market activity, current performance may vary
from the figures shown.

The annual returns of the Fund's Class B Shares and Class C Shares would be
substantially similar to those shown for the Class A Shares because all of the
Fund's shares are invested in the same portfolio of securities; however, the
actual annual returns of the Class B Shares and Class C Shares would be lower
than the annual returns shown for the Fund's Class A Shares because of
differences in the expenses borne by each class of shares.

During the ten-year period shown in the bar chart, the highest quarterly return
for Class A Shares was 6.54% (for the quarter ended March 31, 1993) and the
lowest quarterly return for Class A Shares was -8.20% (for the quarter ended
September 30, 1998).

COMPARATIVE PERFORMANCE

As a basis for evaluating the Fund's performance and risks, the table below
shows how the Fund's performance compares with the Chase Global High Yield
Index, a broad-based market index that the Fund's investment adviser believes is
an appropriate benchmark for the Fund, and the Lipper High Yield Bond Fund
Index, an index of funds with similar investment objectives. The Fund's
performance figures include the maximum sales charges paid by investors. The
indices' performance figures do not include any commissions, sales charges or
taxes that would be paid by investors purchasing the securities represented by
the indices. An investment cannot be made directly in the indices.

In addition to before tax returns for each class of shares, the table shows
after tax returns for the Fund's Class A Shares in two ways: (i) after taxes on
distributions and (ii) after taxes on distributions and sale of Fund shares. The
after tax returns for the Fund's Class B Shares and Class C Shares will vary
from the Class A Shares' returns. After tax returns are calculated using the
historical highest individual federal marginal income tax rates during the
periods shown and do not reflect the impact of state and local taxes. Actual
after tax returns depend on an investor's tax situation and may differ from
those shown, and after tax returns are not relevant to investors who hold their
Fund shares through tax-deferred arrangements, such as 401(k) plans or
individual retirement accounts. An after tax return may be higher than the
before tax return due to an assumed benefit from any capital loss that would
have been realized had Fund shares been sold at the end of the relevant period.

Average annual total returns (before and after taxes) are shown for the periods
ended December 31, 2001 (the most recently completed calendar year prior to the
date of this Prospectus). Remember that past performance

(before and after taxes) of the Fund is not indicative of its future
performance.

AVERAGE ANNUAL
TOTAL RETURNS PAST
FOR THE 10 YEARS
PERIODS ENDED PAST PAST OR SINCE
DECEMBER 31, 2001 1 YEAR 5 YEARS INCEPTION
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Van Kampen High Income
Corporate Bond Fund --
Class A Shares
Return Before Taxes -7.31% -0.06% 6.01%
Return After Taxes on
Distributions -11.69% -4.19% -1.84%
Return After Taxes on
Distributions and Sale of
Fund Shares -4.37% -1.89% 2.89%
Chase Global High Yield Index 6.07% 3.25% N/A
Lipper High Yield Bond Fund
Index -1.04% 1.15% 6.73%
.....................................................................
Van Kampen High Income
Corporate Bond Fund --
Class B Shares
Return Before Taxes -6.89% -0.06% 5.03%**(1)
Chase Global High Yield Index 6.07% 3.25% N/A
Lipper High Yield Bond Fund
Index -1.04% 1.15% 5.77%(2)
.....................................................................
Van Kampen High Income
Corporate Bond Fund --
Class C Shares
Return Before Taxes -4.11% 0.13% 3.42%(3)
Chase Global High Yield Index 6.07% 3.25% N/A
Lipper High Yield Bond Fund
Index -1.04% 1.15% 4.44%(4)
.....................................................................

N/A -- Not applicable because class data pre-dates the inception date of the
index.

Inception dates: (1) 7/2/92, (2) 6/30/92, (3) 7/6/93, (4) 6/30/93.

* Chase Global High Yield Index is an unmanaged, broad-based index that
reflects the general performance of the global high yield corporate debt
market, including domestic and international issues.

** The "Since Inception" performance for Class B Shares reflects the conversion
of such shares into Class A Shares six years after the end of the calendar
month in which the shares were purchased. Class B Shares purchased on or
after June 1, 1996 will convert to Class A Shares eight years after the end
of the calendar month in which the shares were purchased. See "Purchase of
Shares."

The current yield for the thirty-day period ended August 31, 2002 is 10.86% for
Class A Shares, 10.58% for Class B Shares and 10.69% for Class C Shares.
Investors can obtain the current yield of the Fund for each class of shares by
calling (800) 847-2424 or through the internet at www.vankampen.com.

Fees and Expenses
of the Fund

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This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

CLASS A CLASS B CLASS C
SHARES SHARES SHARES
----------------------------------------------------------------

SHAREHOLDER FEES
(fees paid directly from your investment)
----------------------------------------------------------------
Maximum sales charge
(load) imposed on
purchases (as a
percentage of offering
price) 4.75%(1) None None
.................................................................
Maximum deferred sales
charge (load)(as a
percentage of the lesser
of original purchase
price or redemption
proceeds) None(2) 4.00%(3) 1.00%(4)
.................................................................
Maximum sales charge
(load) imposed on
reinvested dividends None None None
.................................................................
Redemption fee None None None
.................................................................
Exchange fee None None None
.................................................................

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
----------------------------------------------------------------
Management fees 0.54% 0.54% 0.54%
.................................................................
Distribution and/or
service (12b-1) fees(5) 0.24% 1.00%(6) 1.00%(6)
.................................................................
Other expenses 0.30% 0.30% 0.30%
.................................................................
Total annual fund
operating expenses 1.08% 1.84% 1.84%
.................................................................

(1) Reduced for purchases of $100,000 and over. See "Purchase of Shares -- Class
A Shares."

(2) Investments of $1 million or more are not subject to any sales charge at the
time of purchase, but a deferred sales charge of

1.00% may be imposed on certain redemptions made within one year of the
purchase. See "Purchase of Shares -- Class A Shares."

(3) The maximum deferred sales charge is 4.00% in the first and second year
after purchase and declines thereafter as follows:

Year 1-4.00%
Year 2-4.00%
Year 3-3.00%
Year 4-2.50%
Year 5-1.50%
After-None

See "Purchase of Shares -- Class B Shares."

(4) The maximum deferred sales charge is 1.00% in the first year after purchase
and 0.00% thereafter. See "Purchase of Shares -- Class C Shares."

(5) Class A Shares are subject to a combined annual distribution and service fee
of up to 0.25% of the average daily net assets attributable to such class of
shares. Class B Shares and Class C Shares are each subject to a combined
annual distribution and service fee of up to 1.00% of the average daily net
assets attributable to such class of shares. See "Purchase of Shares."

(6) While Class B and Class C Shares do not have any front-end sales charges,
their higher ongoing annual expenses (due to higher 12b-1 and service fees)
mean that over time you could end up paying more for these shares than if
you were to pay front-end sales charges for Class A Shares.

Example:

The following example is intended to help you compare the cost of investing in
the Fund with the costs of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same each year (except for the ten-year
amounts for Class B Shares which reflect the conversion of Class B Shares to
Class A Shares eight years after the end of the calendar month in which the
shares were purchased). Although your actual costs may be higher or lower, based
on these assumptions your costs would be:

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
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Class A Shares $580 $802 $1,042 $1,730
.....................................................................
Class B Shares $587 $879 $1,145 $1,960*
.....................................................................
Class C Shares $287 $579 $ 995 $2,159
.....................................................................

You would pay the following expenses if you did not redeem your shares:

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
--------------------------------------------------------------------

Class A Shares $580 $802 $1,042 $1,730
.....................................................................
Class B Shares $187 $579 $ 995 $1,960*
.....................................................................
Class C Shares $187 $579 $ 995 $2,159
.....................................................................

* Based on conversion to Class A Shares eight years after the end of the
calendar month in which the shares were purchased.

Investment Objectives,
Policies and Risks

-------------------------------------------------------------------------------

The Fund's primary investment objective is to seek to maximize current income.
Capital appreciation is a secondary objective that the Fund will seek only when
consistent with the Fund's primary investment objective. The Fund's investment
objectives may be changed by the Fund's Board of Trustees without shareholder
approval, but no change is anticipated. If the Fund's investment objectives
change, the Fund will notify shareholders and shareholders should consider
whether the Fund remains an appropriate investment in light of their then
current financial position and needs. There are risks inherent in all
investments in securities; accordingly, there can be no assurance that the Fund
will achieve its investment objectives.

Under normal market conditions, the Fund's investment adviser seeks to achieve
the Fund's investment objectives by investing primarily in a portfolio of high-
yielding, high-risk bonds and other income securities, including convertible
securities and preferred stock. Under normal market conditions, the Fund invests
primarily in medium- and lower-grade income securities, which includes
securities rated at the time of purchase BBB or lower by Standard & Poor's
("S&P") or rated Baa or lower by Moody's Investors Service, Inc. ("Moody's") and
unrated securities determined by the Fund's investment adviser to be of
comparable quality at the time of purchase. With respect to such investments,
the Fund has not established any limit on the percentage of its portfolio which
may be invested in securities in any one rating category. Securities rated BB

or lower by S&P or rated Ba or lower by Moody's and unrated securities of
comparable quality are regarded as below investment grade and are commonly
referred to as "junk bonds," and involve special risks as compared to
investments in higher-grade securities. Investors should carefully consider the
section below entitled "Risks of Investing in Medium- and Lower-Grade
Securities." Certain types of income securities are subject to additional risks,
see "Additional Information Regarding Certain Income Securities" below.

Under normal market conditions, the Fund invests at least 80% of its net assets
(plus any borrowings for investment purposes) in high yield, high risk corporate
bonds at the time of investment. The Fund's policy in the foregoing sentence may
be changed by the Fund's Board of Trustees, but no change is anticipated; if the
Fund's policy in the foregoing sentence changes, the Fund will notify
shareholders at least 60 days prior to implementation of the change and
shareholders should consider whether the Fund remains an appropriate investment
in light of the changes.

The Fund buys and sells securities with a view towards seeking a high level of
current income and capital appreciation over the long-term. The Fund invests in
a broad range of income securities represented by various companies and
industries and traded on various markets. The Fund's investment adviser uses an
investment strategy of in-depth, fundamental credit analysis and emphasizes
issuers that it believes will remain financially sound and perform well in a
range of market conditions. In its effort to enhance value and diversify the
Fund's portfolio, the Fund's investment adviser may seek investments in cyclical
issues or out-of-favor areas of the market to contribute to the Fund's
performance.

UNDERSTANDING
QUALITY RATINGS

Income securities ratings are based on the issuer's ability to pay
interest and repay the principal. Income securities with ratings above the
bold line in the table are considered "investment grade," while those with
ratings below the bold line are regarded as "noninvestment grade." A
detailed explanation of these and other ratings can be found in the
appendix to this Prospectus.

S&P MOODY'S MEANING
------------------------------------------------------

AAA Aaa Highest quality
.......................................................
AA Aa High quality
.......................................................
A A Above-average quality
.......................................................
BBB Baa Average quality
------------------------------------------------------
BB Ba Below-average quality
.......................................................
B B Marginal quality
.......................................................
CCC Caa Poor quality
.......................................................
CC Ca Highly speculative
.......................................................
C C Lowest quality
.......................................................
D -- In default
.......................................................

The higher income and potential for capital appreciation sought by the Fund are
generally obtainable from securities in the medium- and lower-credit quality
range. Such securities tend to offer higher yields than higher-grade securities
with the same maturities because the historical conditions of the issuers of
such securities may not have been as strong as those of other issuers. These
securities may be issued in connection with corporate restructurings such as
leveraged buyouts, mergers, acquisitions, debt recapitalization or similar
events. These securities are often issued by smaller, less creditworthy
companies or companies with substantial debt and may include financially
troubled companies or companies in default or in restructuring.

Such securities often are subordinated to the prior claims of banks and other
senior lenders. Lower-grade securities are regarded by the rating agencies as
predominantly speculative with respect to the issuer's continuing ability to
meet principal and interest payments. The ratings of S&P and Moody's represent
their opinions of the quality of the income securities

they undertake to rate, but not the market risk of such securities. It should be
emphasized however, that ratings are general and are not absolute standards of
quality.

The Fund's investment adviser seeks to minimize the risks involved in investing
in medium- and lower-grade securities through diversification and a focus on
in-depth research and fundamental credit analysis. In selecting securities for
investment, the Fund's investment adviser considers, among other things, the
security's current income potential, the rating assigned to the security, the
issuer's experience and managerial strength, the financial soundness of the
issuer and the outlook of its industry, changing financial condition, borrowing
requirements or debt maturity schedules, regulatory concerns, and responsiveness
to changes in business conditions and interest rates. The Fund's investment
adviser also may consider relative values based on anticipated cash flow,
interest or dividend coverage, balance sheet analysis and earnings prospects.
The investment adviser evaluates each individual income security for credit
quality and value and attempts to identify higher-yielding securities of
companies whose financial condition has improved since the issuance of such
securities or is anticipated to improve in the future. Because of the number of
investment considerations involved in investing in medium- and lower-grade
securities, achievement of the Fund's investment objectives may be more
dependent upon the investment adviser's credit analysis than is the case with
investing in higher-grade securities.

The value of income securities generally varies inversely with changes in
prevailing interest rates. If interest rates rise, income security prices
generally fall; if interest rates fall, income security prices generally rise.
Shorter-term securities are generally less sensitive to interest rate changes
than longer-term securities; thus, for a given change in interest rates, the
market prices of shorter-maturity securities generally fluctuate less than the
market prices of longer-maturity securities. Income securities with shorter
maturities generally offer lower yields than income securities with longer
maturities assuming all other factors, including credit quality, are equal.
Under normal market conditions, the Fund invests at least 65% of its total
assets in corporate bonds and other income securities with maturities greater
than one year and, while the Fund has no policy limiting the maturities of the
debt securities in which it may invest, the Fund's investment adviser seeks to
moderate risk by normally maintaining a portfolio duration of two to six years.
Duration is a measure of the expected life of a debt security that was developed
as a more precise alternative to the concept of "term to maturity." Duration
incorporates a debt security's yield, coupon interest payments, final maturity
and call features into one measurement. A duration calculation looks at the
present value of a security's entire payment stream, whereas term to maturity is
based solely on the date of a security's final principal repayment.

UNDERSTANDING
MATURITIES

An income security can be categorized according to its maturity, which is
the length of time before the issuer must repay the principal.

Term Maturity Level
---------------------------------------------------

1-3 years Short
....................................................
4-10 years Intermediate
....................................................
More than 10 years Long
....................................................

UNDERSTANDING
DURATION

Duration provides an alternative approach to assessing a security's market
risk. Duration measures the expected life of a security by incorporating
the security's yield, coupon interest payments, final maturity and call
features into one measure. Whereas maturity focuses only on the final
principal repayment date of a security, duration looks at the timing and
present value of all of a security's principal, interest or other
payments. Typically, a bond with interest payments due prior to maturity
has a duration less than maturity. A zero coupon bond, which does not make
interest payments prior to maturity, would have the same duration and
maturity.

RISK OF INVESTING IN
MEDIUM- AND LOWER-GRADE SECURITIES

Securities that are in the medium- or lower-grade categories generally offer
higher yields than are offered by higher-grade securities of similar maturities,
but they also generally involve greater risks, such as greater credit risk,
greater market risk and volatility, greater liquidity concerns and potentially
greater manager risk. Investors should carefully consider the risks of owning
shares of a fund which invests in medium- or lower-grade securities before
investing in the Fund.

Credit risk relates to the issuer's ability to make timely payment of interest
and principal when due. Medium-and lower-grade securities are considered more
susceptible to nonpayment of interest and principal or default than higher-grade
securities. Increases in interest rates or changes in the economy may
significantly affect the ability of issuers of medium- or lower-grade income
securities to pay interest and to repay principal, to meet projected financial
goals or to obtain additional financing. In the event that an issuer of
securities held by the Fund experiences difficulties in the timely payment of
principal and interest and such issuer seeks to restructure the terms of its
borrowings, the Fund may incur additional expenses and may determine to invest
additional assets with respect to such issuer or the project or projects to
which the Fund's securities relate. Further, the Fund may incur additional
expenses to the extent that it is required to seek recovery upon a default in
the payment of interest or the repayment of principal on its portfolio holdings,
and the Fund may be unable to obtain full recovery on such amounts.

Market risk relates to changes in market value of a security that occur as a
result of variation in the level of prevailing interest rates and yield
relationships in the income securities market and as a result of real or
perceived changes in credit risk. The value of the Fund's investments can be
expected to fluctuate over time. When interest rates decline, the value of a
portfolio invested in fixed income securities generally can be expected to rise.
Conversely, when interest rates rise, the value of a portfolio invested in fixed
income securities generally can be expected to decline. Income securities with
longer maturities, which may have higher yields, may increase or decrease in
value more than income securities with shorter maturities. However, the
secondary market prices of medium- or lower-grade securities generally are less
sensitive to changes in interest rates and are more sensitive to general adverse
economic changes or specific developments with respect to the particular issuers
than are the secondary market prices of higher-grade securities. A significant
increase in interest rates or a general economic downturn could severely disrupt
the market for medium- or lower-grade securities and adversely affect the market
value of such securities. Such events also could lead to a higher incidence of
default by issuers of medium- or lower-grade securities as compared with
higher-grade securities. In addition, changes in credit risks, interest rates,
the credit markets or periods of general economic uncertainty can be expected to
result in increased volatility in the market price of the medium- or lower-grade
securities in the Fund and thus in the net asset value of the Fund. Adverse
publicity and investor perceptions, whether or not based on rational analysis,
may affect the value, volatility and liquidity of medium- or lower-grade
securities.

The markets for medium- or lower-grade securities may be less liquid than the
markets for higher-grade securities. Liquidity relates to the ability of a fund
to sell a security in a timely manner at a price which reflects the value of
that security. To the extent that there is no established retail market for some
of the medium- or lower-grade securities in which the Fund may invest, trading
in such securities may be relatively inactive. Prices of medium- or lower-grade
securities may decline rapidly in the event a significant number of holders
decide to sell. Changes in expectations regarding an individual issuer of
medium- or lower-grade securities generally could reduce market liquidity for
such securities and make their sale by the Fund more difficult, at least in the
absence of price concessions. The effects of adverse publicity and investor
perceptions may be more pronounced for securities for which no established
retail market exists as compared with the effects on securities for which such a
market does exist. An economic downturn or an increase in interest rates could
severely disrupt the market for such securities and adversely affect the value
of outstanding securities or the ability of the issuers to repay principal and
interest. Further, the Fund may have more difficulty selling such securities in
a timely manner and at their stated value than would be the case for securities
for which an established retail market does exist.

During periods of reduced market liquidity or in the absence of readily
available market quotations for medium- or lower-grade securities held in the
Fund's portfolio, the ability of the Fund to value the Fund's securities becomes
more difficult and the judgment of the Fund may play a greater role in the
valuation of the Fund's securities due to the reduced availability of reliable
objective data.

The Fund may invest in securities not producing immediate cash income, including
securities in default, zero coupon securities or pay-in-kind securities. Prices
on non-cash-paying instruments may be more sensitive to changes in the issuer's
financial condition, fluctuation in interest rates and market demand/supply
imbalances than cash-paying securities with similar credit ratings, and thus may
be more speculative. Special tax considerations are associated with investing in
certain lower-grade securities, such as zero coupon or pay-in-kind securities.
See "Federal Income Taxation" below. The Fund's investment adviser will weigh
these concerns against the expected total returns from such instruments. See
"Additional Information Regarding Certain Income Securities" below.

The Fund may invest in securities rated below B by both Moody's and S&P, common
stocks or other equity securities and income securities on which interest or
dividends are not being paid when such investments are consistent with the
Fund's investment objectives or are acquired as part of a unit consisting of a
combination of income or equity securities. Equity securities as referred to
herein do not include preferred stocks (which the Fund considers income
securities). The Fund will not purchase any such securities which will cause
more than 20% of its total assets to be so invested or which would cause more
than 10% of its total assets to be invested in common stocks, warrants and
options on equity securities at the time of investment.

The Fund's investments may include securities with the lowest-grade assigned by
recognized rating organizations and unrated securities of comparable quality.
Securities assigned the lowest grade ratings include those of companies that are
in default or are in bankruptcy or reorganization. Securities of such companies
are regarded by the rating agencies as having extremely poor prospects of ever
attaining any real investment standing and are usually available at deep
discounts from the face values of the instruments. A security purchased at a
deep discount may currently pay a very high effective yield. In addition, if the
financial condition of the issuer improves, the underlying value of the security
may increase, resulting in capital appreciation. If the company defaults on its
obligations or remains in default, or if the plan of reorganization does not
provide sufficient payments for debtholders, the deep discount securities may
stop generating income and lose value or become worthless. The Fund's investment
adviser will balance the benefits of deep discount securities with their risks.
While a diversified portfolio may reduce the overall impact of a deep discount
security that is in default or loses its value, the risk cannot be eliminated.

Many medium- and lower-grade income securities are not listed for trading on any
national securities exchange, and issuers of medium- and lower-grade income
securities may choose not to have a rating assigned to their obligations by any
nationally recognized statistical rating organization. As a result, the Fund's
portfolio may consist of a higher portion of unlisted or unrated securities as
compared with an investment company that invests primarily in higher-grade
securities. Unrated securities are usually not as attractive to as many buyers
as are rated securities, a factor which may make unrated securities less
marketable. These factors may have the effect of limiting the availability of
the securities for purchase by the Fund and may also limit the ability of the
Fund to sell such securities at their fair value either to meet redemption
requests or in response to changes in the economy or the financial markets.
Further, to the extent the Fund owns or may acquire illiquid or restricted
medium- or lower-grade securities, these securities may involve special
registration responsibilities, liabilities and costs, and liquidity and
valuation difficulties.

The Fund will rely on its investment adviser's judgment, analysis and experience
in evaluating the creditworthiness of an issuer. The amount of available
information about the financial condition of certain medium- or lower-grade
issuers may be less extensive than other issuers. In its analysis, the Fund's
investment adviser may consider the credit ratings of recognized rating
organizations in evaluating securities although the investment adviser does not
rely primarily on these ratings. Credit ratings of securities rating
organizations evaluate only the safety of principal and interest payments, not
the market risk. In addition, ratings are

general and not absolute standards of quality, and credit ratings are subject to
the risk that the creditworthiness of an issuer may change and the rating
agencies may fail to change such ratings in a timely fashion. A rating downgrade
does not require the Fund to dispose of a security. The Fund's investment
adviser continuously monitors the issuers of securities held in the Fund.
Additionally, since most foreign income securities are not rated, the Fund will
invest in such securities based on the analysis of the Fund's investment adviser
without any guidance from published ratings. Because of the number of investment
considerations involved in investing in medium- or lower-grade securities and
foreign income securities, achievement of the Fund's investment objectives may
be more dependent upon the credit analysis of the Fund's investment adviser than
is the case with investing in higher-grade securities.

New or proposed laws may have an impact on the market for medium- or lower-grade
securities. The Fund's investment adviser is unable at this time to predict what
effect, if any, legislation may have on the market for medium- or lower-grade
securities.

Special tax considerations are associated with investing in certain medium- or
lower-grade securities, such as zero coupon or pay-in-kind securities. The Fund
accrues income on these securities prior to the receipt of cash payments. The
Fund must distribute substantially all of its income to its shareholders to
qualify for pass-through treatment under federal income tax law and therefore,
may have to dispose of its portfolio securities to satisfy distribution
requirements.

The table below sets forth the percentages of the Fund's assets during the
fiscal year ended August 31, 2002 invested in the various rating categories
(based on the higher of the S&P or Moody's ratings) and in unrated debt
securities. The percentages are based on the dollar-weighted average of credit
ratings of all securities held by the Fund during the 2002 fiscal year computed
on a monthly basis.

FISCAL YEAR ENDED AUGUST 31, 2002
UNRATED SECURITIES OF
RATED SECURITIES COMPARABLE QUALITY
RATING (AS A PERCENTAGE OF (AS A PERCENTAGE OF
CATEGORY PORTFOLIO VALUE) PORTFOLIO VALUE)
-----------------------------------------------------------------------

AAA/Aaa 0.00% 0.00%
........................................................................
AA/Aa 0.00% 0.00%
........................................................................
A/A 0.47% 0.00%
........................................................................
BBB/Baa 10.02% 0.03%
........................................................................
BB/Ba 24.69% 0.00%
........................................................................
B/B 47.97% 0.00%
........................................................................
CCC/Caa 8.56% 0.01%
........................................................................
CC/Ca 2.26% 0.00%
........................................................................
C/C 0.54% 0.00%
........................................................................
D 0.09% 0.28%
........................................................................
Equities 5.08% 0.00%
........................................................................
Percentage of
Rated and Unrated
Debt Securities 99.68% 0.32%
........................................................................

The percentage of the Fund's assets invested in securities of various grades may
vary from time to time from those listed above.

ADDITIONAL INFORMATION REGARDING

CERTAIN INCOME SECURITIES

Zero coupon securities are income securities that do not entitle the holder to
any periodic payment of interest prior to maturity or a specified date when the
securities begin paying current interest. They are issued and traded at a
discount from their face amounts or par value, which discount varies depending
on the time remaining until cash payments begin, prevailing interest rates,
liquidity of the security and the perceived credit quality of the issuer.
Because such securities do not entitle the holder to any periodic payments of
interest prior to maturity, this prevents any reinvestment of interest payments
at prevailing interest rates if prevailing interest rates rise. On the other
hand,

because there are no periodic interest payments to be reinvested prior to
maturity, zero coupon securities eliminate the reinvestment risk and may lock in
a favorable rate of return to maturity if interest rates drop.

Payment-in-kind securities are income securities that pay interest through the
issuance of additional securities. Prices on such non-cash-paying instruments
may be more sensitive to changes in the issuer's financial condition,
fluctuations in interest rates and market demand/supply imbalances than
cash-paying securities with similar credit ratings, and thus may be more
speculative than are securities that pay interest periodically in cash.

The amount of non-cash interest income earned on zero coupon securities and
payment-in-kind securities is included, for federal income tax purposes, in the
Fund's calculation of income that is required to be distributed to shareholders
for the Fund to maintain its desired federal income tax status (even though such
non-cash paying securities do not provide the Fund with the cash flow with which
to pay such distributions). Accordingly, the Fund may be required to borrow or
to liquidate portfolio securities at a time that it otherwise would not have
done so to make such distributions. The Fund's investment adviser will weigh
these concerns against the expected total returns from such instruments.

RISKS OF INVESTING IN
SECURITIES OF FOREIGN ISSUERS

The Fund may invest up to 35% of its total assets in securities issued by
foreign governments and other foreign issuers which are similar in quality to
the securities described above. Securities of foreign issuers may be denominated
in U.S. dollars or in currencies other than U.S. dollars. The Fund's investment
adviser believes that in certain instances such securities of foreign issuers
may provide higher yields than securities of domestic issuers which have similar
maturities.

Investments in securities of foreign issuers present certain risks not
ordinarily associated with investments in securities of U.S. issuers. These
risks include fluctuations in foreign currency exchange rates, political,
economic or legal developments (including war or other instability,
expropriation of assets, nationalization and confiscatory taxation), the
imposition of foreign exchange limitations (including currency blockage),
withholding taxes on income or capital transactions or other restrictions,
higher transaction costs (including higher brokerage, custodial and settlement
costs and currency conversion costs) and possible difficulty in enforcing
contractual obligations or taking judicial action. Securities of foreign issuers
may not be as liquid and may be more volatile than comparable securities of
domestic issuers.

In addition, there often is less publicly available information about many
foreign issuers, and issuers of foreign securities are subject to different,
often less comprehensive, auditing, accounting and financial reporting
disclosure requirements than domestic issuers. There is generally less
government regulation of exchanges, brokers and listed companies abroad than in
the United States and, with respect to certain foreign countries, there is a
possibility of expropriation or confiscatory taxation, or diplomatic
developments which could affect investment in those countries. Because there is
usually less supervision and governmental regulation of foreign exchanges,
brokers and dealers than there is in the United States, the Fund may experience
settlement difficulties or delays not usually encountered in the United States.

Delays in making trades in foreign securities relating to volume constraints,
limitations or restrictions, clearance or settlement procedures, or otherwise
could impact yields and result in temporary periods when assets of the Fund are
not fully invested or attractive investment opportunities are foregone.

The Fund may invest in securities of issuers determined by the investment
adviser to be in developing or emerging market countries. Investments in
securities of issuers in developing or emerging market countries are subject to
greater risks than investments in securities of developed countries since
emerging market countries tend to have economic structures that are less diverse
and mature and political systems that are less stable than developed countries.

In addition to the increased risks of investing in securities of foreign
issuers, there are often increased transaction costs associated with investing
in securities of foreign issuers, including the costs incurred in connection
with converting currencies, higher foreign

brokerage or dealer costs and higher settlement costs or custodial costs.

Since the Fund may invest in securities denominated or quoted in currencies
other than the U.S. dollar, the Fund will be affected by changes in foreign
currency exchange rates (and exchange control regulations) which affect the
value of investments in the Fund and the accrued income and appreciation or
depreciation of the investments. Changes in foreign currency exchange ratios
relative to the U.S. dollar will affect the U.S. dollar value of the Fund's
assets denominated in that currency and the Fund's yield on such assets. In
addition, the Fund will incur costs in connection with conversions between
various currencies.

The Fund may invest in foreign securities in the form of depositary receipts.
Depositary receipts involve substantially identical risks to those associated
with direct investment in foreign securities. In addition, the underlying
issuers of certain depositary receipts, particularly unsponsored or unregistered
depositary receipts, are under no obligation to distribute shareholder
communications to the holders of such receipts, or to pass through to them any
voting rights with respect to the deposited securities.

USING OPTIONS, FUTURES CONTRACTS
AND OPTIONS ON FUTURES CONTRACTS

The Fund may, but is not required to, use various investment strategic
transactions, including options, futures contracts and options on futures
contracts, in several different ways depending upon the status of the Fund's
investments and the expectations of the Fund's investment adviser concerning the
securities markets. Although the Fund's investment adviser seeks to use these
transactions to further the Fund's investment objectives, no assurance can be
given that the use of these transactions will achieve this result.

The Fund can engage in options transactions on securities, indices or on futures
contracts to attempt to manage the Fund's risk in advancing or declining
markets. For example, the value of a put option generally increases as the value
of the underlying security declines. Value is protected against a market decline
to the degree the performance of the put correlates with the performance of the
Fund's investment portfolio. If the market remains stable or advances, the Fund
can refrain from exercising the put and its portfolio will participate in the
advance, having incurred only the premium cost for the put.

The Fund is authorized to purchase and sell listed and over-the-counter options
("OTC Options"). OTC Options are subject to certain additional risks including
default by the other party to the transaction and the liquidity of the
transactions.

The Fund may enter into contracts for the purchase or sale for future delivery
of fixed-income securities or contracts based on financial indices including any
index of U.S. government securities or foreign government securities (futures
contracts) and may purchase and write put and call options to buy or sell
futures contracts (options on futures contracts). A sale of a futures contract
means the acquisition of a contractual obligation to deliver the securities
called for by the contract at a specified price on a specified date. A purchase
of a futures contract means the incurring of a contractual obligation to acquire
the securities called for by the contract at a specified price on a specified
date. The purchaser of a futures contract on an index agrees to take delivery of
an amount of cash equal to the difference between a specified multiple of the
value of the index on the expiration date of the contract and the price at which
the contract was originally struck. No physical delivery of the fixed-income
securities underlying the index is made. These investment techniques generally
are used to protect against anticipated future changes in interest or exchange
rates which otherwise might either adversely affect the value of the Fund's
portfolio securities or adversely affect the price of securities which the Fund
intends to purchase at a later date.

In certain cases, the options and futures contract markets provide investment or
risk management opportunities that are not available from direct investments in
underlying securities. In addition, some strategies can be performed with
greater ease and at lower cost by utilizing the options and futures contract
markets rather than purchasing or selling portfolio securities. However, such
transactions involve risks different from those involved with direct investments
in underlying securities. For example, there may be imperfect correlation
between the value of the instruments and the underlying assets. In addition, the
use of these transactions includes the risks of default by the other party to
certain transactions. The Fund may incur

losses in using these transactions that partially or completely offset gains in
portfolio positions. These transactions may not be liquid and involve manager
risk. In addition, such transactions may involve commissions and other costs,
which may increase the Fund's expenses and reduce its return.

A more complete discussion of options, futures contracts and options on futures
contracts and their risks is contained in the Fund's Statement of Additional
Information. The Fund's Statement of Additional Information can be obtained by
investors free of charge as described on the back cover of this Prospectus.

OTHER INVESTMENTS AND RISK FACTORS

For cash management purposes, the Fund may engage in repurchase agreements with
broker-dealers, banks and other financial institutions to earn a return on
temporarily available cash. Such transactions are subject to the risk of default
by the other party.

The Fund may lend its portfolio securities in an amount up to 10% of its total
assets to broker-dealers, banks and other institutional borrowers of securities
to generate income on the loaned security and any collateral received. The Fund
may incur lending fees and other costs in connection with securities lending,
and securities lending is subject to the risk of default by the other party.

The Fund may invest up to 15% of its net assets in illiquid securities and
certain restricted securities. Such securities may be difficult or impossible to
sell at the time and the price that the Fund would like. Thus, the Fund may have
to sell such securities at a lower price, sell other securities instead to
obtain cash or forego other investment opportunities.

Further information about these types of investments and other investment
practices that may be used by the Fund is contained in the Fund's Statement of
Additional Information.

The Fund may sell securities without regard to the length of time they have been
held to take advantage of new investment opportunities, or yield differentials,
or for other reasons. The Fund's portfolio turnover rate may vary from year to
year. A high portfolio turnover rate (100% or more) increases a fund's
transaction costs (including brokerage commissions or dealer costs), which would
adversely impact a fund's performance. Higher portfolio turnover may result in
the realization of more short-term capital gains than if a fund had lower
portfolio turnover. The turnover rate will not be a limiting factor, however, if
the Fund's investment adviser considers portfolio changes appropriate.

TEMPORARY DEFENSIVE STRATEGY. When market conditions dictate a more defensive
investment strategy, the Fund may, on a temporary basis, hold cash or invest a
portion or all of its assets in securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, prime commercial paper,
certificates of deposit, bankers' acceptances and other obligations of domestic
banks having total assets of at least $500 million, repurchase agreements and
short-term money market instruments. Under normal market conditions, the yield
on these securities will tend to be lower than the yield on other securities
that may be owned by the Fund. In taking such a defensive position, the Fund
would temporarily not be pursuing and may not achieve its investment objectives.

Investment
Advisory Services

-------------------------------------------------------------------------------

THE ADVISER. Van Kampen Asset Management Inc. is the Fund's investment adviser
(the "Adviser" or "Asset Management"). The Adviser is a wholly owned subsidiary
of Van Kampen Investments Inc. ("Van Kampen Investments"). Van Kampen
Investments is a diversified asset management company that administers more than
three million retail investor accounts, has extensive capabilities for managing
institutional portfolios and has more than $65 billion under management or
supervision as of September 30, 2002. Van Kampen Investments has more than 50
open-end funds, more than 30 closed-end funds and more than 2,700 unit
investment trusts that are distributed by authorized dealers nationwide. Van
Kampen Funds Inc., the distributor of the Fund (the "Distributor") and the
sponsor of the funds mentioned above, is also a wholly owned subsidiary of Van
Kampen Investments. Van Kampen Investments is an indirect wholly owned
subsidiary of Morgan

Stanley, a preeminent global financial services firm that maintains leading
market positions in each of its three primary businesses: securities, asset
management and credit services. Morgan Stanley is a full service securities firm
engaged in securities trading and brokerage activities, as well as providing
investment banking, research and analysis, financing and financial advisory
services. The Adviser's principal office is located at 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181-5555.

ADVISORY AGREEMENT. The Fund retains the Adviser to manage the investment of its
assets and to place orders for the purchase and sale of its portfolio
securities. Under an investment advisory agreement between the Adviser and the
Fund (the "Advisory Agreement"), the Fund pays the Adviser a monthly fee
computed based upon an annual rate applied to the average daily net assets of
the Fund as follows:

AVERAGE DAILY NET ASSETS % PER ANNUM
--------------------------------------------------

First $150 million 0.625%
...................................................
Next $150 million 0.550%
...................................................
Over $300 million 0.500%
...................................................

Applying this fee schedule, the effective advisory fee rate was 0.54% of the
Fund's average daily net assets for the Fund's fiscal year ended August 31,
2002. The Fund's average daily net assets are determined by taking the average
of all of the determinations of the net assets during a given calendar month.
Such fee is payable for each calendar month as soon as practicable after the end
of that month.

Under the Advisory Agreement, the Adviser furnishes offices, necessary
facilities and equipment, and provides administrative services to the Fund. The
Fund pays all charges and expenses of its day-to-day operations, including
service fees, distribution fees, custodian fees, legal and independent
accountant fees, the costs of reports and proxies to shareholders, compensation
of trustees of the Fund (other than those who are affiliated persons of the
Adviser, Distributor or Van Kampen Investments) and all other ordinary business
expenses not specifically assumed by the Adviser.

From time to time, the Adviser or the Distributor may voluntarily undertake to
reduce the Fund's expenses by reducing the fees payable to them or by reducing
other expenses of the Fund in accordance with such limitations as the Adviser or
Distributor may establish.

The Adviser may utilize, at its own expense, credit analysis, research and
trading support services provided by its affiliate, Van Kampen Investment
Advisory Corp. ("Advisory Corp.").

PORTFOLIO MANAGEMENT. The Fund is managed by the Adviser's Taxable Fixed Income
team. The team is made up of established investment professionals. Current
members of the team include Stephen Esser, a Managing Director of the Adviser,
Gordon Loery, an Executive Director of the Adviser, and Deanna Loughnane, an
Executive Director of the Adviser. The composition of the team may change
without notice from time to time.

Purchase of Shares

-------------------------------------------------------------------------------

GENERAL

This Prospectus offers three classes of shares of the Fund, designated as Class
A Shares, Class B Shares and Class C Shares. Other classes of shares of the Fund
may be offered through one or more separate prospectuses of the Fund. By
offering multiple classes of shares, the Fund permits each investor to choose
the class of shares that is most beneficial given the type of investor, the
amount to be invested and the length of time the investor expects to hold the
shares.

Each class of shares of the Fund represents an interest in the same portfolio of
investments of the Fund and has the same rights except that (i) Class A Shares
generally bear the sales charge expenses at the time of purchase while Class B
Shares and Class C Shares generally bear the sales charge expenses at the time
of redemption and any expenses (including higher distribution fees and transfer
agency costs) resulting from such deferred sales charge arrangement, (ii) each
class of shares has exclusive voting rights with respect to approvals of the
Rule 12b-1 distribution plan and the service plan (each as described below)
under which the class's distribution fee and/or the service fee is paid, (iii)
each class of shares has different exchange privileges, (iv) certain classes of
shares are subject to a conversion feature and

(v) certain classes of shares have different shareholder service options
available.

The offering price of the Fund's shares is based upon the Fund's net asset value
per share (plus sales charges, where applicable). The net asset values per share
of the Class A Shares, Class B Shares and Class C Shares are generally expected
to be substantially the same. The differences among the classes' per share net
asset values reflect the daily expense accruals of the higher distribution fees
and transfer agency costs applicable to the Class B Shares and Class C Shares
and the differential in the dividends that may be paid on each class of shares.

The net asset value per share for each class of shares of the Fund is determined
once daily as of the close of trading on the New York Stock Exchange (the
"Exchange") (currently 4:00 p.m., New York time) each day the Exchange is open
for trading except on any day on which no purchase or redemption orders are
received or there is not a sufficient degree of trading in the Fund's portfolio
securities such that the Fund's net asset value per share might be materially
affected. The Fund's Board of Trustees reserves the right to calculate the net
asset value per share and adjust the offering price more frequently than once
daily if deemed desirable. Net asset value per share for each class is
determined by dividing the value of the Fund's portfolio securities, cash and
other assets (including accrued interest) attributable to such class, less all
liabilities (including accrued expenses) attributable to such class, by the
total number of shares of the class outstanding. Any security listed or traded
principally on a national securities exchange is valued at the last reported
sales price on the exchange where principally traded. Unlisted securities and
listed securities for which the last sales price is not available are valued at
the mean between the last reported bid price and asked price. Securities for
which market quotations are not readily available and any other assets are
valued at their fair value as determined in good faith by the Adviser in
accordance with procedures established by the Fund's Board of Trustees.
Short-term securities are valued in the manner described in the financial
statements and notes thereto included in the Fund's Statement of Additional
Information.

The Fund has adopted a distribution plan (the "Distribution Plan") with respect
to each of its Class A Shares, Class B Shares and Class C Shares pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act"). The Fund has also adopted a service plan (the "Service Plan") with
respect to each such class of its shares. Under the Distribution Plan and the
Service Plan, the Fund pays distribution fees in connection with the sale and
distribution of its shares and service fees in connection with the provision of
ongoing services to shareholders of each such class and the maintenance of
shareholder accounts.

The amount of distribution fees and service fees varies among the classes
offered by the Fund. Because these fees are paid out of the Fund's assets on an
ongoing basis, these fees will increase the cost of your investment in the Fund.
By purchasing a class of shares subject to higher distribution fees and service
fees, you may pay more over time than on a class of shares with other types of
sales charge arrangements. Long-term shareholders may pay more than the economic
equivalent of the maximum front-end sales charges permitted by the rules of the
NASD. The net income attributable to a class of shares will be reduced by the
amount of the distribution fees and service fees and other expenses of the Fund
associated with that class of shares. To assist investors in comparing classes
of shares, the tables under the Prospectus heading "Fees and Expenses of the
Fund" provide a summary of sales charges and expenses and an example of the
sales charges and expenses of the Fund applicable to each class of shares
offered herein.

The shares are offered on a continuous basis through the Distributor as
principal underwriter, which is located at 1 Parkview Plaza, Oakbrook Terrace,
Illinois 60181-5555. Shares may be purchased through members of the NASD who are
acting as securities dealers ("dealers") and NASD members or eligible non-NASD
members who are acting as brokers or agents for investors ("brokers"). "Dealers"
and "brokers" are sometimes referred to herein as "authorized dealers."

Shares may be purchased on any business day by completing the account
application form and forwarding the account application form, directly or
through an authorized dealer, to the Fund's shareholder service agent, Van
Kampen Investor Services Inc. ("Investor Services"), a wholly owned subsidiary
of Van Kampen Investments. When purchasing shares of

the Fund, investors must specify whether the purchase is for Class A Shares,
Class B Shares or Class C Shares by selecting the correct Fund number on the
account application form. Sales personnel of authorized dealers distributing the
Fund's shares are entitled to receive compensation for selling such shares and
may receive differing compensation for selling Class A Shares, Class B Shares or
Class C Shares.

The offering price for shares is based upon the next calculation of net asset
value per share (plus sales charges, where applicable) after an order is
received by Investor Services. Orders received by authorized dealers prior to
the close of the Exchange are priced based on the date of receipt provided such
order is transmitted to Investor Services prior to Investor Services' close of
business on such date. Orders received by authorized dealers after the close of
the Exchange or transmitted to Investor Services after its close of business are
priced based on the date of the next determined net asset value per share
provided they are received by Investor Services prior to Investor Services'
close of business on such date. It is the responsibility of authorized dealers
to transmit orders received by them to Investor Services so they will be
received in a timely manner.

The Fund and the Distributor reserve the right to refuse any order for the
purchase of shares. The Fund also reserves the right to suspend the sale of the
Fund's shares in response to conditions in the securities markets or for other
reasons.

Investor accounts will automatically be credited with additional shares of the
Fund after any Fund distributions, such as dividends and capital gain dividends,
unless the investor instructs the Fund otherwise. Investors wishing to receive
cash instead of additional shares should contact the Fund by visiting our web
site at www.vankampen.com, by writing to the Fund, c/o Van Kampen Investor
Services Inc., PO Box 218256, Kansas City, MO 64121-8256 or by telephone at
(800) 847-2424.

There is no minimum investment amount when establishing an account with the
Fund. However, the Fund may redeem any shareholder account (other than
retirement accounts and accounts established through a broker for which the
transfer agent does not have discretion to initiate transactions) that has been
open for one year or more and has a balance of less than $1,000. Shareholders
will receive written notice at least 60 days in advance of any involuntary
redemption and will be given the opportunity to purchase at net asset value
without sales charge the number of additional shares needed to bring the account
value to $1,000. There will be no involuntary redemption if the value of the
account is less than $1,000 due to market depreciation.

CLASS A SHARES

Class A Shares of the Fund are sold at the offering price, which is net asset
value plus an initial maximum sales charge of up to 4.75% (or 4.99% of the net
amount invested), reduced on investments of $100,000 or more as follows:

CLASS A SHARES
SALES CHARGE SCHEDULE

AS % OF AS % OF
SIZE OF OFFERING NET AMOUNT
INVESTMENT PRICE INVESTED
----------------------------------------------------------------

Less than $100,000 4.75% 4.99%
.................................................................
$100,000 but less than
$250,000 3.75% 3.90%
.................................................................
$250,000 but less than
$500,000 2.75% 2.83%
.................................................................
$500,000 but less than
$1,000,000 2.00% 2.04%
.................................................................
$1,000,000 or more * *
.................................................................

* No sales charge is payable at the time of purchase on investments of $1
million or more, although for such investments the Fund may impose a
contingent deferred sales charge of 1.00% on certain redemptions made within
one year of the purchase. The contingent deferred sales charge is assessed on
an amount equal to the lesser of the then current market value or the cost of
the shares being redeemed. Accordingly, no sales charge is imposed on
increases in net asset value above the initial purchase price.

No sales charge is imposed on Class A Shares received from reinvestment of
dividends or capital gain dividends.

Under the Distribution Plan and the Service Plan, the Fund may spend up to a
total of 0.25% per year of the Fund's average daily net assets with respect to
Class A Shares of the Fund.

CLASS B SHARES

Class B Shares of the Fund are sold at net asset value and are subject to a
contingent deferred sales charge if redeemed within five years of purchase as
shown in the following table:

CLASS B SHARES
SALES CHARGE SCHEDULE

CONTINGENT DEFERRED
SALES CHARGE
AS A PERCENTAGE OF
DOLLAR AMOUNT
YEAR SINCE PURCHASE SUBJECT TO CHARGE
-----------------------------------------------------

First 4.00%
......................................................
Second 4.00%
......................................................
Third 3.00%
......................................................
Fourth 2.50%
......................................................
Fifth 1.50%
......................................................
Sixth and After None
......................................................

The contingent deferred sales charge is assessed on an amount equal to the
lesser of the then current market value or the cost of the shares being
redeemed. Accordingly, no sales charge is imposed on increases in net asset
value above the initial purchase price. In addition, no sales charge is assessed
on shares derived from reinvestment of dividends or capital gain dividends. The
Fund will generally not accept a purchase order for Class B Shares in the amount
of $100,000 or more.

The amount of the contingent deferred sales charge, if any, varies depending on
the number of years from the time of payment for each purchase of Class B Shares
until the time of redemption of such shares.

In determining whether a contingent deferred sales charge applies to a
redemption, it is assumed that the shares being redeemed first are any shares in
the shareholder's Fund account that are not subject to a contingent deferred
sales charge, followed by shares held the longest in the shareholder's account.

Under the Distribution Plan, the Fund may spend up to 0.75% per year of the
Fund's average daily net assets with respect to Class B Shares of the Fund. In
addition, under the Service Plan, the Fund may spend up to 0.25% per year of the
Fund's average daily net assets with respect to Class B Shares of the Fund.

CLASS C SHARES

Class C Shares of the Fund are sold at net asset value and are subject to a
contingent deferred sales charge of 1.00% of the dollar amount subject to charge
if redeemed within one year of purchase.

The contingent deferred sales charge is assessed on an amount equal to the
lesser of the then current market value or the cost of the shares being
redeemed. Accordingly, no sales charge is imposed on increases in net asset
value above the initial purchase price. In addition, no sales charge is assessed
on shares derived from reinvestment of dividends or capital gain dividends. The
Fund will not accept a purchase order for Class C Shares in the amount of $1
million or more.

Under the Distribution Plan, the Fund may spend up to 0.75% per year of the
Fund's average daily net assets with respect to Class C Shares of the Fund. In
addition, under the Service Plan, the Fund may spend up to 0.25% per year of the
Fund's average daily net assets with respect to Class C Shares of the Fund.

CONVERSION FEATURE

Class B Shares purchased on or after June 1, 1996, including Class B Shares
received from reinvestment of distributions through the dividend reinvestment
plan on such shares, automatically convert to Class A Shares eight years after
the end of the calendar month in which the shares were purchased. Class B Shares
purchased before June 1, 1996, including Class B Shares received from
reinvestment of distributions through the dividend reinvestment plan on such
shares, automatically convert to Class A Shares six years after the end of the
calendar month in which the shares were purchased. Class C Shares purchased
before January 1, 1997, including Class C Shares received from reinvestment of
distributions through the dividend reinvestment plan on such shares,
automatically convert to Class A Shares ten years after the end of the calendar

month in which the shares were purchased. Such conversion will be on the basis
of the relative net asset values per share, without the imposition of any sales
load, fee or other charge. The conversion schedule applicable to a share of the
Fund acquired through the exchange privilege from another Van Kampen fund
participating in the exchange program is determined by reference to the Van
Kampen fund from which such share was originally purchased.

The conversion of such shares to Class A Shares is subject to the continuing
availability of an opinion of counsel to the effect that (i) the assessment of
the higher distribution fee and transfer agency costs with respect to such
shares does not result in the Fund's dividends or capital gain dividends
constituting "preferential dividends" under the federal income tax law and (ii)
the conversion of shares does not constitute a taxable event under federal
income tax law. The conversion may be suspended if such an opinion is no longer
available and such shares might continue to be subject to the higher aggregate
fees applicable to such shares for an indefinite period.

WAIVER OF CONTINGENT DEFERRED SALES CHARGE

The contingent deferred sales charge is waived on redemptions of Class B Shares
and Class C Shares (i) within one year following the death or disability (as
disability is defined by federal income tax law) of a shareholder, (ii) for
required minimum distributions from an individual retirement account ("IRA") or
certain other retirement plan distributions, (iii) for withdrawals under the
Fund's systematic withdrawal plan but limited to 12% annually of the initial
value of the account, (iv) if no commission or transaction fee is paid by the
Distributor to authorized dealers at the time of purchase of such shares or (v)
if made by the Fund's involuntary liquidation of a shareholder's account as
described herein. Subject to certain limitations, a shareholder who has redeemed
Class C Shares of the Fund may reinvest in Class C Shares at net asset value
with credit for any contingent deferred sales charge if the reinvestment is made
within 180 days after the redemption, provided that shares of the Fund are
available for sale at the time of reinvestment. For a more complete description
of contingent deferred sales charge waivers, please refer to the Fund's
Statement of Additional Information or contact your authorized dealer.

QUANTITY DISCOUNTS

Investors purchasing Class A Shares may, under certain circumstances described
below, be entitled to pay reduced or no sales charges. Investors, or their
authorized dealers, must notify the Fund at the time of the purchase order
whenever a quantity discount is applicable to purchases. Upon such notification,
an investor will pay the lowest applicable sales charge. Quantity discounts may
be modified or terminated at any time. For more information about quantity
discounts, investors should contact their authorized dealer or the Distributor.

A person eligible for a reduced sales charge includes an individual, his or her
spouse and children under 21 years of age and any corporation, partnership or
sole proprietorship which is 100% owned, either alone or in combination, by any
of the foregoing; a trustee or other fiduciary purchasing for a single trust or
for a single fiduciary account, or a "company" as defined in Section 2(a)(8) of
the 1940 Act.

As used herein, "Participating Funds" refers to certain open-end investment
companies advised by Asset Management or Advisory Corp. and distributed by the
Distributor as determined from time to time by the Fund's Board of Trustees.

VOLUME DISCOUNTS. The size of investment shown in the Class A Shares sales
charge table applies to the total dollar amount being invested by any person in
shares of the Fund, or in any combination of shares of the Fund and shares of
other Participating Funds, although other Participating Funds may have different
sales charges.

CUMULATIVE PURCHASE DISCOUNT. The size of investment shown in the Class A Shares
sales charge table may also be determined by combining the amount being invested
in shares of the Participating Funds plus the current offering price of all
shares of the Participating Funds currently owned.

LETTER OF INTENT. A Letter of Intent provides an opportunity for an investor to
obtain a reduced sales charge by aggregating investments over a 13-month period
to determine the sales charge as outlined in the Class A Shares sales charge
table. The size of investment shown in the Class A Shares sales charge table
includes purchases of shares of the Participating Funds in Class A Shares over a
13-month period based on the
20

total amount of intended purchases plus the value of all shares of the
Participating Funds previously purchased and still owned. An investor may elect
to compute the 13-month period starting up to 90 days before the date of
execution of a Letter of Intent. Each investment made during the period receives
the reduced sales charge applicable to the total amount of the investment goal.
The Letter of Intent does not preclude the Fund (or any other Participating
Fund) from discontinuing the sale of its shares. The initial purchase must be
for an amount equal to at least 5% of the minimum total purchase amount of the
level selected. If trades not initially made under a Letter of Intent
subsequently qualify for a lower sales charge through the 90-day backdating
provisions, an adjustment will be made at the expiration of the Letter of Intent
to give effect to the lower sales charge. Such adjustment in sales charge will
be used to purchase additional shares. The Fund initially will escrow shares
totaling 5% of the dollar amount of the Letter of Intent to be held by Investor
Services in the name of the shareholder. In the event the Letter of Intent goal
is not achieved within the specified period, the investor must pay the
difference between the sales charge applicable to the purchases made and the
reduced sales charges previously paid. Such payments may be made directly to the
Distributor or, if not paid, the Distributor will liquidate sufficient escrowed
shares to obtain the difference.

OTHER PURCHASE PROGRAMS

Purchasers of Class A Shares may be entitled to reduced or no initial sales
charges in connection with the unit investment trust reinvestment program and
purchases by registered representatives of selling firms or purchases by persons
affiliated with the Fund or the Distributor. The Fund reserves the right to
modify or terminate these arrangements at any time.

UNIT INVESTMENT TRUST REINVESTMENT PROGRAM. The Fund permits unitholders of unit
investment trusts to reinvest distributions from such trusts in Class A Shares
of the Fund at net asset value without a sales charge if the administrator of an
investor's unit investment trust program meets certain uniform criteria relating
to cost savings by the Fund and the Distributor. The offering price for all
other investments made from unit investment trust distributions will be net
asset value plus an initial maximum sales charge of up to 1.00% (1.01% of the
net amount invested). Of this amount, the Distributor will pay to the authorized
dealer, if any, through which such participation in the qualifying program was
initiated 0.50% of the offering price as a dealer concession or agency
commission. Persons desiring more information with respect to this program,
including the terms and conditions that apply to the program, should contact
their authorized dealer or the Distributor.

The administrator of such a unit investment trust must have an agreement with
the Distributor pursuant to which the administrator will (1) submit a single
bulk order and make payment with a single remittance for all investments in the
Fund during each distribution period by all investors who choose to invest in
the Fund through the program and (2) provide Investor Services with appropriate
backup data for each investor participating in the program in a computerized
format fully compatible with Investor Services' processing system.

To obtain these special benefits, all dividends and other distributions from the
Fund must be reinvested in additional shares and there cannot be any systematic
withdrawal program. The Fund will send account activity statements to such
participants on a quarterly basis only, even if their investments are made more
frequently. The Fund reserves the right to modify or terminate this program at
any time.

NET ASSET VALUE PURCHASE OPTIONS. Class A Shares of the Fund may be purchased at
net asset value without a sales charge, generally upon written assurance that
the purchase is made for investment purposes and that the shares will not be
resold except through redemption by the Fund, by:

(1) Current or retired trustees or directors of funds advised by Morgan Stanley
and any of its subsidiaries and such persons' families and their beneficial
accounts.

(2) Current or retired directors, officers and employees of Morgan Stanley and
any of its subsidiaries; employees of an investment subadviser to any fund
described in (1) above or an affiliate of such subadviser; and such
persons' families and their beneficial accounts.

(3) Directors, officers, employees and, when permitted, registered
representatives, of financial institutions that have a selling group
agreement

with the Distributor and their spouses and children under 21 years of age
when purchasing for any accounts they beneficially own, or, in the case of
any such financial institution, when purchasing for retirement plans for
such institution's employees; provided that such purchases are otherwise
permitted by such institutions.

(4) Registered investment advisers or financial planners who charge a fee for
their services, trust companies and bank trust departments investing on
their own behalf or on behalf of their clients. The Distributor may pay
authorized dealers through which purchases are made an amount up to 0.50%
of the amount invested, over a 12-month period.

(5) Trustees and other fiduciaries purchasing shares for retirement plans which
invest in multiple fund families through broker-dealer retirement plan
alliance programs that have entered into agreements with the Distributor
and which are subject to certain minimum size and operational requirements.
Trustees and other fiduciaries should refer to the Statement of Additional
Information for further details with respect to such alliance programs.

(6) Beneficial owners of shares of Participating Funds held by a retirement
plan or held in a tax-advantaged retirement account who purchase shares of
the Fund with proceeds from distributions from such a plan or retirement
account other than distributions taken to correct an excess contribution.

(7) Accounts as to which a bank or broker-dealer charges an account management
fee ("wrap accounts"), provided the bank or broker-dealer has a separate
agreement with the Distributor.

(8) Trusts created under pension, profit sharing or other employee benefit
plans qualified under Section 401(a) of the Internal Revenue Code of 1986,
as amended (the "Code"), or custodial accounts held by a bank created
pursuant to Section 403(b) of the Code and sponsored by nonprofit
organizations defined under Section 501(c)(3) of the Code and assets held
by an employer or trustee in connection with an eligible deferred
compensation plan under Section 457 of the Code or in a "rabbi trust" that
meets certain uniform criteria established by the Distributor from time to
time. Such plans will qualify for purchases at net asset value provided,
for plans initially establishing accounts with the Distributor in the
Participating Funds after January 1, 2000, that (a) the total plan assets
are at least $1 million or (b) such shares are purchased by an employer
sponsored plan with more than 100 eligible employees. Such plans that have
been established with a Participating Fund or have received proposals from
the Distributor prior to January 1, 2000 based on net asset value purchase
privileges previously in effect will be qualified to purchase shares of the
Participating Funds at net asset value. Van Kampen retirement plans will
not be eligible for net asset value purchases based on the aggregate
investment made by the plan or the number of eligible employees, except
under certain uniform criteria established by the Distributor from time to
time. A commission will be paid to authorized dealers who initiate and are
responsible for such purchases within a rolling twelve-month period as
follows: 1.00% on sales to $2 million, plus 0.80% on the next $1 million,
plus 0.50% on the next $47 million, plus 0.25% on the excess over $50
million.

(9) Individuals who are members of a "qualified group." For this purpose, a
qualified group is one which (i) has been in existence for more than six
months, (ii) has a purpose other than to acquire shares of the Fund or
similar investments, (iii) has given and continues to give its endorsement
or authorization, on behalf of the group, for purchase of shares of the
Fund and Participating Funds, (iv) has a membership that the authorized
dealer can certify as to the group's members and (v) satisfies other
uniform criteria established by the Distributor for the purpose of
realizing economies of scale in distributing such shares. A qualified group
does not include one whose sole organizational nexus, for example, is that
its participants are credit card holders of the same institution, policy
holders of an insurance company, customers of a bank or broker-dealer,
clients of an investment adviser or other similar groups. Shares purchased
in each group's participants account in connection with this privilege

will be subject to a contingent deferred sales charge of 1.00% in the event
of redemption within one year of purchase, and a commission will be paid to
authorized dealers who initiate and are responsible for such sales to each
individual as follows: 1.00% on sales to $2 million, plus 0.80% on the next
$1 million and 0.50% on the excess over $3 million.

(10) Certain qualified state tuition plans qualifying pursuant to Section 529 of
the Code ("Section 529 Plans") that are approved by the Fund's Distributor.
There is no minimum investment amount for purchases made under this option
(10).

(11) Unit investment trusts sponsored by the Distributor or its affiliates.

The term "families" includes a person's spouse, children and grandchildren under
21 years of age, parents and the parents of the person's spouse.

Purchase orders made pursuant to clause (4) may be placed either through
authorized dealers as described above or directly with Investor Services by the
investment adviser, financial planner, trust company or bank trust department,
provided that Investor Services receives federal funds for the purchase by the
close of business on the next business day following acceptance of the order. An
authorized dealer may charge a transaction fee for placing an order to purchase
shares pursuant to this provision or for placing a redemption order with respect
to such shares. Authorized dealers will be paid a service fee as described above
on purchases made under options (3) through (10) above. The Fund may terminate,
or amend the terms of, offering shares of the Fund at net asset value to such
groups at any time.

Redemption of Shares

-------------------------------------------------------------------------------

Generally, shareholders may redeem for cash some or all of their shares without
charge by the Fund (other than any applicable sales charge) at any time. As
described under the Prospectus heading "Purchase of Shares," redemptions of
Class B Shares and Class C Shares may be subject to a contingent deferred sales
charge. In addition, certain redemptions of Class A Shares for shareholder
accounts of $1 million or more may be subject to a contingent deferred sales
charge. Redemptions completed through an authorized dealer or a
custodian/trustee of a retirement plan account may involve additional fees
charged by the dealer or custodian/trustee.

Except as specified below under "Telephone Redemption Requests," payment for
shares redeemed generally will be made by check mailed within seven days after
receipt by Investor Services of the redemption request and any other necessary
documents in proper form as described below. Such payment may be postponed or
the right of redemption suspended as provided by the rules of the SEC. Such
payment may, under certain circumstances, be paid wholly or in part by a
distribution-in-kind of portfolio securities. A distribution-in-kind may result
in recognition by the shareholder of a gain or loss for federal income tax
purposes when such securities are distributed, and the shareholder may have
brokerage costs and a gain or loss for federal income tax purposes upon the
shareholder's disposition of such securities. If the shares to be redeemed have
been recently purchased by check, Investor Services may delay the payment of
redemption proceeds until it confirms that the purchase check has cleared, which
may take up to 15 calendar days from the date of purchase. A taxable gain or
loss may be recognized by the shareholder upon redemption of shares.

WRITTEN REDEMPTION REQUESTS. Shareholders may request a redemption of shares by
written request in proper form sent directly to Van Kampen Investor Services
Inc., PO Box 218256, Kansas City, MO 64121-8256. The request for redemption
should indicate the number of shares or dollar amount to be redeemed, the Fund
name and class designation of such shares and the shareholder's account number.
The redemption request must be signed by all persons in whose names the shares
are registered. Signatures must conform exactly to the account registration. If
the proceeds of the redemption exceed $100,000, or if the proceeds are not to be
paid to the record owner at the record address, or if the record address has
changed within the previous 15 calendar days, signature(s) must be guaranteed by
one of the following: a bank or trust company; a broker-dealer; a credit union;
a national securities exchange, a registered securities association or

a clearing agency; a savings and loan association; or a federal savings bank.

Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption request to be in proper form.
In some cases, however, additional documents may be necessary. Certificated
shares may be redeemed only by written request. The certificates for the shares
being redeemed must be properly endorsed for transfer. Generally, in the event a
redemption is requested by and registered to a corporation, partnership, trust,
fiduciary, estate or other legal entity owning shares of the Fund, a copy of the
corporate resolution or other legal documentation appointing the authorized
signer and certified within the prior 120 calendar days must accompany the
redemption request. Retirement plan distribution requests should be sent to the
plan custodian/trustee to be forwarded to Investor Services. Contact the plan
custodian/trustee for further information.

In the case of written redemption requests sent directly to Investor Services,
the redemption price is the net asset value per share next determined after the
request in proper form is received by Investor Services.

AUTHORIZED DEALER REDEMPTION REQUESTS. Shareholders may place redemption
requests through an authorized dealer following procedures specified by such
authorized dealer. The redemption price for such shares is the net asset value
per share next calculated after an order in proper form is received by an
authorized dealer provided such order is transmitted to the Distributor prior to
the Distributor's close of business on such day. It is the responsibility of
authorized dealers to transmit redemption requests received by them to the
Distributor so they will be received prior to such time. Redemptions completed
through an authorized dealer may involve additional fees charged by the dealer.

TELEPHONE REDEMPTION REQUESTS. The Fund permits redemption of shares by
telephone and for redemption proceeds to be sent to the address of record for
the account or to the bank account of record as described below. A shareholder
automatically has telephone redemption privileges unless the shareholder
indicates otherwise by checking the applicable box on the account application
form. For accounts that are not established with telephone redemption
privileges, a shareholder may call the Fund at (800) 847-2424 to request that a
copy of the Telephone Redemption Authorization form be sent to the shareholder
for completion or visit our web site at www.vankampen.com to download this form.
Shares may be redeemed by calling (800) 847-2424, our automated telephone
system, which is generally accessible 24 hours a day, seven days a week. Van
Kampen Investments and its subsidiaries, including Investor Services, and the
Fund employ procedures considered by them to be reasonable to confirm that
instructions communicated by telephone are genuine. Such procedures include
requiring certain personal identification information prior to acting upon
telephone instructions, tape-recording telephone communications and providing
written confirmation of instructions communicated by telephone. If reasonable
procedures are employed, none of Van Kampen Investments, Investor Services or
the Fund will be liable for following telephone instructions which it reasonably
believes to be genuine. Telephone redemptions may not be available if the
shareholder cannot reach Investor Services by telephone, whether because all
telephone lines are busy or for any other reason; in such case, a shareholder
would have to use the Fund's other redemption procedure previously described.
Requests received by Investor Services prior to 4:00 p.m., New York time, will
be processed at the next determined net asset value per share. These privileges
are available for most accounts other than retirement accounts or accounts with
shares represented by certificates. If an account has multiple owners, Investor
Services may rely on the instructions of any one owner.

For redemptions authorized by telephone, amounts of $50,000 or less may be
redeemed daily if the proceeds are to be paid by check and amounts of at least
$1,000 up to $1 million may be redeemed daily if the proceeds are to be paid by
wire. The proceeds must be payable to the shareholder(s) of record and sent to
the address of record for the account or wired directly to their predesignated
bank account. This privilege is not available if the address of record has been
changed within 15 calendar days prior to a telephone redemption request.
Proceeds from redemptions payable by wire transfer are expected to be wired on
the next business day following the date of redemption. The Fund reserves the
right at any time to terminate, limit or otherwise modify this redemption
privilege.

Distributions from the Fund

-------------------------------------------------------------------------------

In addition to any increase in the value of shares which the Fund may achieve,
shareholders may receive distributions from the Fund of dividends and capital
gain dividends.

DIVIDENDS. Interest from investments is the Fund's main source of net investment
income. The Fund's present policy, which may be changed at any time by the
Fund's Board of Trustees, is to declare daily and to distribute monthly all, or
substantially all, of this net investment income as dividends to shareholders.
Dividends are automatically applied to purchase additional shares of the Fund at
the next determined net asset value unless the shareholder instructs otherwise.

The per share dividends on Class B Shares and Class C Shares may be lower than
the per share dividends on Class A Shares as a result of the higher distribution
fees and transfer agency costs applicable to such classes of shares.

CAPITAL GAIN DIVIDENDS. The Fund may realize capital gains or losses when it
sells securities, depending on whether the sales prices for the securities are
higher or lower than purchase prices. The Fund distributes any net capital gains
to shareholders as capital gain dividends at least annually. As in the case of
dividends, capital gain dividends are automatically reinvested in additional
shares of the Fund at the next determined net asset value unless the shareholder
instructs otherwise.

Shareholder Services

-------------------------------------------------------------------------------

Listed below are some of the shareholder services the Fund offers to investors.
For a more complete description of the Fund's shareholder services, such as
investment accounts, share certificates, retirement plans, automated clearing
house deposits, dividend diversification and the systematic withdrawal plan,
please refer to the Fund's Statement of Additional Information or contact your
authorized dealer.

INTERNET TRANSACTIONS. In addition to performing transactions on your account
through written instruction or by telephone, you may also perform certain
transactions through the internet. Please refer to our web site at
www.vankampen.com for further instructions regarding internet transactions. Van
Kampen Investments and its subsidiaries, including Investor Services, and the
Fund employ procedures considered by them to be reasonable to confirm that
instructions communicated through the internet are genuine. Such procedures
include requiring use of a personal identification number prior to acting upon
internet instructions and providing written confirmation of instructions
communicated through the internet. If reasonable procedures are employed, none
of Van Kampen Investments, Investor Services or the Fund will be liable for
following instructions received through the internet which it reasonably
believes to be genuine. If an account has multiple owners, Investor Services may
rely on the instructions of any one owner.

REINVESTMENT PLAN. A convenient way for investors to accumulate additional
shares is by accepting dividends and capital gain dividends in shares of the
Fund. Such shares are acquired at net asset value per share (without a sales
charge) on the applicable payable date of the dividend or capital gain dividend.
Unless the shareholder instructs otherwise, the reinvestment plan is automatic.
This instruction may be made by visiting our web site at www.vankampen.com, by
writing to Investor Services or by telephone by calling (800) 847-2424 ((800)
421-2833 for the hearing impaired). The investor may, on the account application
form or prior to any declaration, instruct that dividends and/or capital gain
dividends be paid in cash, be reinvested in the Fund at the next determined net
asset value or be reinvested in another Participating Fund at the next
determined net asset value.

AUTOMATIC INVESTMENT PLAN. An automatic investment plan is available under which
a shareholder can authorize Investor Services to debit the shareholder's bank
account on a regular basis to invest predetermined amounts in the Fund.
Additional information is available from the Distributor or your authorized
dealer.

CHECK WRITING PRIVILEGE. A Class A shareholder holding shares of the Fund for
which certificates have not been issued and which are not in escrow may write
checks against such shareholder's account by completing the Authorization for
Redemption by Check form and the appropriate section of the account application
form and returning the forms to Investor Services. Once the forms are properly
completed, signed and returned, a supply of checks (redemption drafts) will be
sent to the Class A shareholder. Checks can be written to the order of any
person in any amount of $100 or more.

When a check is presented to the custodian bank, State Street Bank & Trust
Company (the "Bank"), for payment, full and fractional Class A Shares required
to cover the amount of the check are redeemed from the shareholder's Class A
Shares account by Investor Services at the next determined net asset value per
share. Check writing redemptions represent the sale of Class A Shares. Any gain
or loss realized on the redemption of shares is a taxable event.

Checks will not be honored for redemption of Class A Shares held less than 15
calendar days, unless such Class A Shares have been paid for by bank wire. Any
Class A Shares for which there are outstanding certificates may not be redeemed
by check. If the amount of the check is greater than the proceeds of all
uncertificated shares held in the shareholder's Class A Shares account, the
check will be returned and the shareholder may be subject to additional charges.
A shareholder may not liquidate the entire account by means of a check. The
check writing privilege may be terminated or suspended at any time by the Fund
or by the Bank and neither shall incur any liability for such amendment or
termination or for effecting redemptions to pay checks reasonably believed to be
genuine or for returning or not paying on checks which have not been accepted
for any reason. Retirement plans and accounts that are subject to backup
withholding are not eligible for the check writing privilege.

EXCHANGE PRIVILEGE. Shares of the Fund may be exchanged for shares of the same
class of any Participating Fund based on the next determined net asset value per
share of each fund after requesting the exchange without any sales charge,
subject to certain limitations. Shares of the Fund may be exchanged for shares
of any Participating Fund only if shares of that Participating Fund are
available for sale. Shareholders seeking an exchange into a Participating Fund
should obtain and read the current prospectus for such fund prior to
implementing an exchange. A prospectus of any of the Participating Funds may be
obtained from an authorized dealer or the Distributor.

To be eligible for exchange, shares of the Fund must have been registered in the
shareholder's name for at least 30 days prior to an exchange. Shares of the Fund
registered in a shareholder's name for less than 30 days may only be exchanged
upon receipt of prior approval of the Adviser. It is the policy of the Adviser,
under normal circumstances, not to approve such requests.

When shares that are subject to a contingent deferred sales charge are exchanged
among Participating Funds, the holding period for purposes of computing the
contingent deferred sales charge is based upon the date of the initial purchase
of such shares from a Participating Fund. When such shares are redeemed and not
exchanged for shares of another Participating Fund, the shares are subject to
the contingent deferred sales charge schedule imposed by the Participating Fund
from which such shares were originally purchased.

Exchanges of shares are sales of shares of one Participating Fund and purchases
of shares of another Participating Fund. The sale may result in a gain or loss
for federal income tax purposes. If the shares sold have been held for less than
91 days, the sales charge paid on such shares is carried over and included in
the tax basis of the shares acquired.

A shareholder wishing to make an exchange may do so by sending a written request
to Investor Services, by calling (800) 847-2424, our automated telephone system,
which is generally accessible 24 hours a day, seven days a week, or through the
internet at www.vankampen.com. A shareholder automatically has these exchange
privileges unless the shareholder indicates otherwise by checking the applicable
box on the account application form. Van Kampen Investments and its
subsidiaries, including Investor Services, and the Fund employ procedures
considered by them to be reasonable to confirm that instructions communicated by
telephone are genuine. Such procedures include requiring certain personal
identification information prior to acting upon telephone instructions, tape-

recording telephone communications, and providing written confirmation of
instructions communicated by telephone. If reasonable procedures are employed,
none of Van Kampen Investments, Investor Services or the Fund will be liable for
following telephone instructions which it reasonably believes to be genuine. If
the exchanging shareholder does not have an account in the fund whose shares are
being acquired, a new account will be established with the same registration,
dividend and capital gain dividend options (except dividend diversification) and
authorized dealer of record as the account from which shares are exchanged,
unless otherwise specified by the shareholder. In order to establish a
systematic withdrawal plan for the new account or reinvest dividends from the
new account into another fund, however, an exchanging shareholder must submit a
specific request.

The Fund reserves the right to reject any order to purchase its shares through
exchange or otherwise. Certain patterns of past exchanges and/or purchase or
sale transactions involving the Fund or other Participating Funds may result in
the Fund limiting or prohibiting, in the Fund's discretion, additional purchases
and/or exchanges. Determinations in this regard may be made based on the
frequency or dollar amount of the previous exchanges or purchases or sale
transactions. Generally, all shareholders are limited to a maximum of eight
exchanges per fund during a rolling 365-day period. Exchange privileges will be
suspended on a particular fund if more than eight exchanges out of that fund are
made by a shareholder during a rolling 365-day period. If exchange privileges
are suspended, subsequent exchange requests during the stated period will not be
processed. Exchange privileges will be restored when the account history shows
fewer than eight exchanges in the rolling 365-day period. This eight exchange
policy does not apply to money market funds, systematic exchange plans or
employer-sponsored retirement plans. The Fund may modify, restrict or terminate
the exchange privilege at any time. Shareholders will receive 60 days' notice of
any termination or material amendment.

For purposes of determining the sales charge rate previously paid on Class A
Shares, all sales charges paid on the exchanged shares and on any shares
previously exchanged for such shares or for any of their predecessors shall be
included. If the exchanged shares were acquired through reinvestment, those
shares are deemed to have been sold with a sales charge rate equal to the rate
previously paid on the shares on which the dividend or distribution was paid. If
a shareholder exchanges less than all of such shareholder's shares, the shares
upon which the highest sales charge rate was previously paid are deemed
exchanged first.

Exchange requests received on a business day prior to the time shares of the
funds involved in the request are priced will be processed on the date of
receipt. "Processing" a request means that shares of the fund which the
shareholder is redeeming will be redeemed at the net asset value per share next
determined on the date of receipt. Shares of the fund that the shareholder is
purchasing will also normally be purchased at the net asset value per share,
plus any applicable sales charge, next determined on the date of receipt.
Exchange requests received on a business day after the time that shares of the
funds involved in the request are priced will be processed on the next business
day in the manner described herein.

Federal Income Taxation

-------------------------------------------------------------------------------

Distributions of the Fund's investment company taxable income (generally
ordinary income and net short-term capital gain) are taxable to shareholders as
ordinary income to the extent of the Fund's earnings and profits, whether paid
in cash or reinvested in additional shares. Distributions of the Fund's net
capital gain (which is the excess of net long-term capital gain over net
short-term capital loss) as capital gain dividends, if any, are taxable to
shareholders as long-term capital gains, whether paid in cash or reinvested in
additional shares, and regardless of how long the shares of the Fund have been
held by such shareholders. The Fund expects that its distributions will consist
primarily of ordinary income and capital gain dividends. Distributions in excess
of the Fund's earnings and profits will first reduce the adjusted tax basis of a
shareholder's shares and, after such adjusted tax basis is reduced to zero, will
constitute capital gains to such shareholder (assuming such shares are held as a
capital asset). Although distributions generally are treated as taxable in the
year they are paid, distributions declared in October, November or December,
payable to shareholders of record on a specified date in such

month and paid during January of the following year will be treated as having
been distributed by the Fund and received by the shareholders on the December
31st prior to the date of payment. The Fund will inform shareholders of the
source and tax status of all distributions promptly after the close of each
calendar year.

The sale or exchange of shares may be a taxable transaction for federal income
tax purposes. Shareholders who sell their shares will generally recognize a gain
or loss in an amount equal to the difference between their adjusted tax basis in
the shares sold and the amount received. If the shares are held by the
shareholder as a capital asset, the gain or loss will be a capital gain or loss.
Any recognized capital gains may be taxed at different rates depending on how
long the shareholder held the shares.

Backup withholding rules require the Fund, in certain circumstances, to withhold
a percentage of dividends and certain other payments, including redemption
proceeds, paid to shareholders who do not furnish to the Fund their correct
taxpayer identification number (in the case of individuals, their social
security number) and make certain required certifications (including
certifications as to foreign status, if applicable) or who are otherwise subject
to backup withholding.

Foreign shareholders, including shareholders who are non-resident aliens, may be
subject to U.S. withholding tax on certain distributions (whether received in
cash or in shares) at a rate of 30% or such lower rate as prescribed by an
applicable treaty. Dividends paid by the Fund will be subject to such U.S.
withholding tax, whereas interest income with respect to a direct investment in
the underlying assets of the Fund by a foreign shareholder may not be subject to
U.S. withholding tax. Prospective foreign investors should consult their
advisers concerning the tax consequences to them of an investment in shares.

The Fund intends to qualify as a regulated investment company under federal
income tax law. If the Fund so qualifies and distributes each year to its
shareholders at least 90% of its investment company taxable income, the Fund
will not be required to pay federal income taxes on any income it distributes to
shareholders. If the Fund distributes less than an amount equal to the sum of
98% of its ordinary income and 98% of its capital gain net income, then the Fund
will be subject to a 4% excise tax on the undistributed amounts.

Investments of the Fund in securities issued at a discount or providing for
deferred interest or payment of interest in kind are subject to special tax
rules that will affect the amount, timing and character of distributions to
shareholders. For example, with respect to securities issued at a discount, the
Fund will be required to accrue as income each year a portion of the discount
and to distribute such income each year to maintain its qualification as a
regulated investment company and to avoid income and excise taxes. To generate
sufficient cash to make distributions necessary to satisfy the 90% distribution
requirement and to avoid income and excise taxes, the Fund may have to dispose
of securities that it would otherwise have continued to hold.

The federal income tax discussion set forth above is for general information
only. Shareholders and prospective investors should consult their own advisers
regarding the specific federal tax consequences of purchasing, holding and
disposing of shares of the Fund, as well as the effects of state, local and
foreign tax law and any proposed tax law changes.

Financial Highlights

---------------------------------------------------------------------------

The financial highlights table is intended to help you understand the Fund's
financial performance for the periods indicated. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all distributions and not
including payment of the maximum sales charge or taxes on Fund distributions
or redemptions). The information for the fiscal years ended August 31, 2002,
2001 and 2000 has been audited by Ernst & Young LLP, independent auditors,
whose report, along with the Fund's most recent financial statements, is
included in the Statement of Additional Information and may be obtained
without charge by calling the telephone number on the back cover of this
Prospectus. The information for the fiscal years ended August 31, 1999 and
1998 has been audited by PricewaterhouseCoopers LLP. The financial
highlights table should be read in conjunction with the financial statements
and notes thereto included in the Statement of Additional Information.

CLASS A SHARES
YEAR ENDED AUGUST 31,
2002(A) 2001 2000 1999 1998
----------------------------------------------------------------------------------------------------------

Net Asset Value, Beginning of the Period..... $4.23 $5.24 $5.68 $6.06 $6.55
------- ------ ------ ------ ------
Net Investment Income....................... .39 .51 .59 .63 .61
Net Realized and Unrealized Loss............ (1.01) (.96) (.43) (.37) (.48)
------- ------ ------ ------ ------
Total from Investment Operations............. (.62) (.45) .16 .26 .13
Less:
Distributions from Net Investment Income.... .43 .55 .60 .64 .62
Return of Capital Distribution.............. .03 .01 -0- -0- -0-
------- ------ ------ ------ ------
Total Distributions.......................... .46 .56 .60 .64 .62
------- ------ ------ ------ ------
Net Asset Value, End of the Period........... $3.15 $4.23 $5.24 $5.68 $6.06
------- ------ ------ ------ ------
Total Return................................. -15.75%(d) -9.04%(d) 3.09%(d) 4.41%(d) 1.66%(d)
Net Assets at End of the Period (In
millions)................................... $308.5 $394.4 $465.0 $492.4 $499.3
Ratio of Expenses to Average Net Assets...... 1.08% 1.05% 1.03% 1.03% 1.00%
Ratio of Net Investment Income to Average Net
Assets...................................... 10.39% 10.93% 10.90% 10.65% 9.33%
Portfolio Turnover........................... 83% 80% 68% 51% 90%

CLASS B SHARES
YEAR ENDED AUGUST 31,
2002(B) 2001 2000 1999 1998
--------------------------------------------- -------------------------------------------------------

Net Asset Value, Beginning of the Period..... $4.24 $5.25 $5.68 $6.06 $6.56
------- ------ ------ ------ ------
Net Investment Income....................... .35 .48 .55 .58 .57
Net Realized and Unrealized Loss............ (1.01) (.97) (.43) (.37) (.49)
------- ------ ------ ------ ------
Total from Investment Operations............. (.66) (.49) .12 .21 .08
Less:
Distributions from Net Investment Income.... .39 .51 .55 .59 .58
Return of Capital Distribution.............. .03 .01 -0- -0- -0-
------- ------ ------ ------ ------
Total Distributions.......................... .42 .52 .55 .59 .58
------- ------ ------ ------ ------
Net Asset Value, End of the Period........... $3.16 $4.24 $5.25 $5.68 $6.06
------- ------ ------ ------ ------
Total Return................................. -16.12%(e) -9.80%(e) 2.43%(e) 3.57%(e) .77%(e)
Net Assets at End of the Period (In
millions)................................... $168.8 $249.6 $268.7 $318.2 $283.1
Ratio of Expenses to Average Net Assets...... 1.84% 1.83% 1.78% 1.79% 1.79%
Ratio of Net Investment Income to Average Net
Assets...................................... 9.67% 10.13% 10.15% 9.88% 8.52%
Portfolio Turnover........................... 83% 80% 68% 51% 90%

CLASS C SHARES
YEAR ENDED AUGUST 31,
2002(C) 2001 2000 1999 1998
--------------------------------------------- ----------------------------------------------------------

Net Asset Value, Beginning of the Period..... $4.20 $5.22 $5.65 $6.04 $6.53
------- ------- ----- ----- ------
Net Investment Income....................... .35 .48 .55 .58 .57
Net Realized and Unrealized Loss............ (1.00) (.98) (.43) (.38) (.49)
------- ------- ----- ----- ------
Total from Investment Operations............. (.65) (.50) .12 .20 .08
Less:
Distributions from Net Investment Income.... .39 .51 .55 .59 .57
Return of Capital Distribution.............. .03 .01 -0- -0- -0-
------- ------- ----- ----- ------
Total Distributions.......................... .42 .52 .55 .59 .57
------- ------- ----- ----- ------
Net Asset Value, End of the Period........... $3.13 $4.20 $5.22 $5.65 $6.04
------- ------- ----- ----- ------
Total Return................................. -16.04%(f) -10.06%(f) 2.45%(f) 3.42%(f) .93%(f)
Net Assets at End of the Period (In
millions)................................... $36.7 $58.7 $59.4 $67.3 $55.8
Ratio of Expenses to Average Net Assets...... 1.84% 1.82% 1.78% 1.79% 1.79%
Ratio of Net Investment Income to Average Net
Assets...................................... 9.68% 10.12% 10.15% 9.87% 8.49%
Portfolio Turnover........................... 83% 80% 68% 51% 90%

(a) As required, effective September 1, 2001, the Fund has adopted the
provisions of the AICPA Audit and Accounting Guide for Investment
Companies and began amortizing premium on fixed income securities and
presenting paydown gains and losses on mortgage- and asset-backed
securities as interest income. The effect of these changes for the
period ended August 31, 2002 was to decrease the ratio of net investment
income to average net assets from 10.49% to 10.39%. Net investment
income per share and net realized gains and losses per share were
unaffected by the adjustments. Per share, ratios and supplemental data
for periods prior to August 31, 2002 have not been restated to reflect
this change in presentation.

(b) As required, effective September 1, 2001, the Fund has adopted the
provisions of the AICPA Audit and Accounting Guide for Investment
Companies and began amortizing premium on fixed income securities and
presenting paydown gains and losses on mortgage- and asset-backed
securities as interest income. The effect of these changes for the
period ended August 31, 2002 was to decrease the ratio of net investment
income to average net assets from 9.77% to 9.67%. Net investment income
per share and net realized gains and losses per share were unaffected by
the adjustments. Per share, ratios and supplemental data for periods
prior to August 31, 2002 have not been restated to reflect this change
in presentation.

(c) As required, effective September 1, 2001, the Fund has adopted the
provisions of the AICPA Audit and Accounting Guide for Investment
Companies and began amortizing premium on fixed income securities and
presenting paydown gains and losses on mortgage- and asset-backed
securities as interest income. The effect of these changes for the
period ended August 31, 2002 was to decrease the ratio of net investment
income to average net assets from 9.78% to 9.68%. Net investment income
per share and net realized gains and losses per share were unaffected by
the adjustments. Per share, ratios and supplemental data for periods
prior to August 31, 2002 have not been restated to reflect this change
in presentation.

(d) Assumes reinvestment of all distributions for the period and does not
include payment of the maximum sales charge of 4.75% or contingent
deferred sales charge ("CDSC"). On purchases of $1 million or more, a
CDSC of 1% may be imposed on certain redemptions made within one year of
purchase. If the sales charges were included, total returns would be
lower. These returns include combined Rule 12b-1 fees and service fees
of up to .25% and do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund
shares.

(e) Assumes reinvestment of all distributions for the period and does not
include payment of the maximum CDSC of 4% charged on certain redemptions
made within the first and second years of purchase and declining to 0%
after the fifth year. If the sales charge was included, total returns
would be lower. These returns include combined Rule 12b-1 fees and
service fees of up to 1% and do not reflect the deduction of taxes that
a shareholder would pay on Fund distributions or redemption of Fund
shares.

(f) Assumes reinvestment of all distributions for the period and does not
include payment of the maximum CDSC of 1% charged on certain redemptions
made within one year of purchase. If the sales charge was included,
total returns would be lower. These returns include combined Rule 12b-1
fees and service fees of up to 1% and do not reflect the deduction of
taxes that a shareholder would pay on Fund distributions or the
redemption of Fund shares.

See Financial Statements and Notes thereto.

Appendix -- Description

of Securities Ratings

-------------------------------------------------------------------------------

STANDARD & POOR'S -- A brief description of the applicable Standard & Poor's
(S&P) rating symbols and their meanings (as published by S&P) follow:

A S&P credit rating is a current opinion of the creditworthiness of an obligor
with respect to a financial obligation. This assessment may take into
consideration obligors such as guarantors, insurers, or lessees.

The debt rating is not a recommendation to purchase, sell, or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.

The ratings are based on current information furnished by the obligor or
obtained by S&P from other sources it considers reliable. S&P does not perform
an audit in connection with any rating and may, on occasion, rely on unaudited
financial information. The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information, or based on other
circumstances.

The ratings are based, in varying degrees, on the following considerations:

1. Likelihood of payment -- capacity and willingness of the obligor to meet its
financial commitment on an obligation in accordance with the terms of the
obligation;

2. Nature of and provisions of the obligation; and

3. Protection afforded by, and relative position of, the obligation in the event
of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

LONG-TERM CREDIT RATINGS -- INVESTMENT GRADE

AAA: An obligation rated "AAA" has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.

AA: An obligation rated "AA" differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

A: An obligation rated "A" is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in higher
rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB: An obligation rated "BBB" exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.

SPECULATIVE GRADE

BB, B, CCC, CC, C: Obligations rated "BB", "B", "CCC", "CC" and "C" are regarded
as having significant speculative characteristics. "BB" indicates the least
degree of speculation and "C" the highest. While such obligations will likely
have some quality and protective characteristics, these may be outweighed by
large uncertainties or major exposures to adverse conditions.

BB: An obligation rated "BB" is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

B: An obligation rated "B" is more vulnerable to nonpayment than obligations
rated "BB", but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

CCC: An obligation rated "CCC" is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the

A-1

obligation. In the event of adverse business, financial, or economic conditions,
the obligor is not likely to have the capacity to meet its financial commitment
on the obligation.

CC: An obligation rated "CC" is currently highly vulnerable to nonpayment.

C: The "C" rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action taken, but payments on this obligation are
being continued.

D: An obligation rated "D" is in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The "D" rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.

PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

r: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Other obligations that S&P
believes may experience high volatility or high variability in expected returns
as a result of noncredit risks. Examples include: obligations linked or indexed
to equities, currencies, or commodities; certain swaps and options; and
interest-only and principal-only mortgage securities.

N.R.: This indicates that no rating has been requested that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.

DEBT OBLIGATIONS OF ISSUERS OUTSIDE THE UNITED STATES AND ITS TERRITORIES are
rated on the same basis as domestic corporate and municipal issues. The ratings
measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.

BOND INVESTMENT QUALITY STANDARDS: Under present commercial bank regulations
issued by the Comptroller of the Currency, bonds rated in the top four
categories ("AAA", "AA", "A", "BBB", commonly known as "investment grade"
ratings) are generally regarded as eligible for bank investment. In addition,
the laws of various states governing legal investments impose certain ratings or
other standards for obligations eligible for investment by savings banks, trust
companies, insurance companies and fiduciaries generally.

COMMERCIAL PAPER

A S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt considered short-term in the relevant market.

Ratings are graded into several categories, ranging from "A-1" for the highest
quality obligations to "D" for the lowest. These categories are as follows:

A-1: A short-term obligation rated "A-1" is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated "A-2" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated "A-3" exhibits adequate protection
parameters. However adverse economic conditions or changing circumstances are
more likely to lead to a weakening capacity of the obligor to meet its financial
commitment on the obligation.

B: A short-term obligation rated "B" is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.

A-2

C: A short-term obligation rated "C" is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

A commercial paper rating is not a recommendation to purchase, sell or hold a
financial obligation inasmuch as it does not comment as to market price or
suitability for a particular investor. The ratings are based on current
information furnished to S&P by the issuer or obtained from other sources it
considers reliable. S&P does not perform an audit in connection with any rating
and may, on occasion, rely on unaudited financial information. The ratings may
be changed, suspended or withdrawn as a result of changes in, or unavailability
of, such information, or based on other circumstances.

MOODY'S INVESTORS SERVICE -- A brief description of the applicable Moody's
Investors Service (Moody's) rating symbols and their meanings (as published by
Moody's Investors Service) follows:

DEBT

Aaa: Bonds and preferred stock which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds and preferred stock which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risk appear somewhat larger than
the Aaa securities.

A: Bonds and preferred stock which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment some time in the
future.

Baa: Bonds and preferred stock which are rated Baa are considered as
medium-grade obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba: Bonds and preferred stock which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured. Often the
protection of interest and principal payments may be very moderate, and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.

B: Bonds and preferred stock which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa: Bonds and preferred stock which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger with respect
to principal or interest.

Ca: Bonds and preferred stock which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
market shortcomings.

C: Bonds and preferred stock which are rated C are the lowest rated class of
bonds, and issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the issue
ranks in the

A-3

higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end of that generic
rating category.

Absence of rating: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities that are not rated as a
matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed, in which case the rating is not published in
Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.

SHORT-TERM DEBT

Moody's short-term ratings are opinions of the ability of issuers to honor
senior financial obligations and contracts. Such obligations generally have an
original maturity not exceeding one year, unless explicitly noted.

Moody's employs the following designations, all judged to be investment grade,
to indicate the relative repayment ability of rated issuers:

PRIME-1

Issuers rated Prime-1 (or supporting institutions) have a superior ability for
repayment of senior short-term debt obligations. Prime-1 repayment ability will
often be evidenced by many of the following characteristics:

-- Leading market positions in well-established industries.

-- High rates of return on funds employed.

-- Conservative capitalization structure with moderate reliance on debt and
ample asset protection.

-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

-- Well-established access to a range of financial markets and assured sources
of alternate liquidity.

PRIME-2

Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay senior short-term debt obligations. This will normally be evidenced by
many of the characteristics cited above, but to a lesser degree. Earnings trends
and coverage ratios, while sound, may be more subject to variation than is the
case for Prime-2 securities. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

PRIME-3

Issuers (or supporting institutions) rated Prime-3 have an acceptable ability
for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt-protection
measurements and may require relatively high financial leverage. Adequate
alternate liquidity is maintained.

NOT PRIME

Issuers rated Not Prime do not fall within any of the Prime rating categories.

In addition, in certain countries the prime rating may be modified by the
issuer's or guarantor's senior unsecured long-term debt rating.

A-4

For More Information

-------------------------------------------------------------------------------

EXISTING SHAREHOLDERS OR PROSPECTIVE INVESTORS
- Call your broker
- WEB SITE
www.vankampen.com
- FUNDINFO(R)
Automated Telephone System 800-847-2424

DEALERS
- WEB SITE
www.vankampen.com
- FUNDINFO(R)
Automated Telephone System 800-847-2424
- VAN KAMPEN INVESTMENTS 800-421-5666

TELECOMMUNICATIONS DEVICE FOR THE DEAF (TDD)
- For Shareholder and dealer inquiries through TDD, call 800-421-2833

VAN KAMPEN HIGH INCOME CORPORATE BOND FUND
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, IL 60181-5555

Investment Adviser
VAN KAMPEN ASSET MANAGEMENT INC.
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, IL 60181-5555

Distributor
VAN KAMPEN FUNDS INC.
1 Parkview Plaza
PO Box 5555
Oakbrook Terrace, IL 60181-5555

Transfer Agent
VAN KAMPEN INVESTOR SERVICES INC.
PO Box 218256
Kansas City, MO 64121-8256
Attn: Van Kampen High Income Corporate Bond Fund

Custodian
STATE STREET BANK AND TRUST COMPANY
225 Franklin Street, PO Box 1713
Boston, MA 02110-1713
Attn: Van Kampen High Income Corporate Bond Fund

Legal Counsel
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 West Wacker Drive
Chicago, IL 60606

Independent Auditors
ERNST & YOUNG LLP
233 South Wacker Drive
Chicago, IL 60606

A Statement of Additional Information, which contains more details about the
Fund, is incorporated by reference in its entirety into this Prospectus.

You will find additional information about the Fund
in its annual and semiannual reports to shareholders.
The annual report explains the market conditions and
investment strategies affecting the Fund's performance during

its last fiscal year.

You can ask questions or obtain a free copy of the Fund's reports or its
Statement of Additional Information by calling (800) 847-2424.
Telecommunications Device for the Deaf users may call (800) 421-2833. A free
copy of the Fund's reports can also be ordered from our web site at
www.vankampen.com.

Information about the Fund, including its reports and Statement of Additional
Information, has been filed with the Securities and Exchange Commission (SEC).
It can be reviewed and copied at the SEC's Public Reference Room in Washington,
DC or on the EDGAR database on the SEC's internet site (http://www.sec.gov).
Information on the operation of the SEC's Public Reference Room may be obtained
by calling the SEC at 1-202-942-8090. You can also request copies of these
materials, upon payment of a duplicating fee, by electronic request at the SEC's
e-mail address (publicinfo@sec.gov) or by writing the Public Reference section
of the SEC, Washington, DC 20549-0102.

DECEMBER 27, 2002

CLASS A SHARES
CLASS B SHARES
CLASS C SHARES

PROSPECTUS

Van Kampen
High Income
Corporate
Bond Fund

[VAN KAMPEN INVESTMENTS LOGO]
HYI PRO 12/02
65044PRO
The Fund's Investment Company
Act File No. is 811-2851.

STATEMENT OF ADDITIONAL INFORMATION

VAN KAMPEN
HIGH INCOME CORPORATE BOND FUND

Van Kampen High Income Corporate Bond Fund's (the "Fund") investment
objective is to seek to maximize current income. Capital appreciation is a
secondary objective which is sought only when consistent with the Fund's primary
investment objective. The Fund's investment adviser seeks to achieve the Fund's
investment objectives by investing primarily in a portfolio of high-yielding,
high-risk bonds and other income securities, such as convertible securities and
preferred stock.

The Fund is organized as a diversified series of the Van Kampen High Income
Corporate Bond Fund, an open-end, management investment company (the "Trust").

This Statement of Additional Information is not a prospectus. This
Statement of Additional Information should be read in conjunction with the
Fund's prospectus (the "Prospectus") dated as of the same date as this Statement
of Additional Information. This Statement of Additional Information does not
include all the information that a prospective investor should consider before
purchasing shares of the Fund. Investors should obtain and read the Prospectus
prior to purchasing shares of the Fund. A Prospectus may be obtained without
charge by writing or calling Van Kampen Funds Inc. at 1 Parkview Plaza, PO Box
5555, Oakbrook Terrace, Illinois 60181-5555 or (800) 847-2424 (or (800) 421-2833
for the hearing impaired).

TABLE OF CONTENTS

PAGE
----

General Information......................................... B-2
Investment Objectives, Policies and Risks................... B-3
Options, Futures Contracts and Options on Futures
Contracts................................................. B-8
Investment Restrictions..................................... B-13
Trustees and Officers....................................... B-15
Investment Advisory Agreement............................... B-22
Other Agreements............................................ B-23
Distribution and Service.................................... B-23
Transfer Agent.............................................. B-27
Portfolio Transactions and Brokerage Allocation............. B-27
Shareholder Services........................................ B-28
Redemption of Shares........................................ B-31
Contingent Deferred Sales Charge-Class A.................... B-31
Waiver of Class B and Class C Contingent Deferred Sales
Charges................................................... B-31
Taxation.................................................... B-33
Fund Performance............................................ B-36
Other Information........................................... B-40
Report of Independent Auditors.............................. F-1
Financial Statements........................................ F-2
Notes to Financial Statements............................... F-19

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED DECEMBER 27, 2002.

HYI SAI 12/02

GENERAL INFORMATION

The Fund was originally incorporated in Texas on July 11, 1978 organized
under the name American Capital High Yield Investments, Inc. The Fund was
reincorporated by merger into a Maryland corporation on July 2, 1992, under the
name American Capital High Income Corporate Bond Fund, Inc. As of August 5,
1995, the Fund was reorganized as a series of the Trust, under the name Van
Kampen American Capital High Income Corporate Bond Fund. The Trust is a business
trust organized under the laws of the State of Delaware. On July 14, 1998, the
Fund and the Trust adopted their present names.

Van Kampen Asset Management Inc. (the "Adviser" or "Asset Management"), Van
Kampen Funds Inc. (the "Distributor"), and Van Kampen Investor Services Inc.
("Investor Services") are wholly owned subsidiaries of Van Kampen Investments
Inc. ("Van Kampen Investments"), which is an indirect wholly owned subsidiary of
Morgan Stanley. The principal office of the Trust, the Fund, the Adviser, the
Distributor and Van Kampen Investments is located at 1 Parkview Plaza, Oakbrook
Terrace, Illinois 60181-5555. The principal office of Investor Services is
located at 7501 Tiffany Springs Parkway, Kansas City, Missouri 64153.

Morgan Stanley is a preeminent global financial services firm that
maintains leading market positions in each of its three primary businesses:
securities, asset management and credit services. Morgan Stanley is a full
service securities firm engaged in securities trading and brokerage activities,
as well as providing investment banking, research and analysis, financing and
financial advisory services.

The authorized capitalization of the Trust consists of an unlimited number
of shares of beneficial interest, par value $0.01 per share, which can be
divided into series, such as the Fund, and further subdivided into classes of
each series. Each share represents an equal proportionate interest in the assets
of the series with each other share in such series and no interest in any other
series. No series is subject to the liabilities of any other series. The
Declaration of Trust provides that shareholders are not liable for any
liabilities of the Trust or any of its series, requires inclusion of a clause to
that effect in every agreement entered into by the Trust or any of its series
and indemnifies shareholders against any such liability.

The Fund currently offers three classes of shares, designated as Class A
Shares, Class B Shares and Class C Shares. Other classes may be established from
time to time in accordance with the provisions of the Declaration of Trust. Each
class of shares of the Fund generally is identical in all respects except that
each class of shares is subject to its own sales charge schedule and its own
distribution and service expenses. Each class of shares also has exclusive
voting rights with respect to its distribution and service fees.

Shares of the Trust entitle their holders to one vote per share; however,
separate votes are taken by each series on matters affecting an individual
series and separate votes are taken by each class of a series on matters
affecting an individual class of such series. For example, a change in
investment policy for a series would be voted upon by shareholders of only the
series involved and a change in the distribution or service fee for a class of a
series would be voted upon by shareholders of only the class of such series
involved. Except as otherwise described in the Prospectus or herein, shares do
not have cumulative voting rights, preemptive rights or any conversion,
subscription or exchange rights.

The Trust does not contemplate holding regular meetings of shareholders to
elect Trustees or otherwise. However, the holders of 10% or more of the
outstanding shares may by written request require a meeting to consider the
removal of Trustees by a vote of a majority of the shares then outstanding cast
in person or by proxy at such meeting. The Fund will assist such holders in
communicating with other shareholders of the Fund to the extent required by the
Investment Company Act of 1940, as amended (the "1940 Act"), or rules or
regulations promulgated by the Securities and Exchange Commission ("SEC").

In the event of liquidation, each of the shares of the Fund is entitled to
its portion of all of the Fund's net assets after all debts and expenses of the
Fund have been paid. Since Class B Shares and Class C Shares have higher
distribution fees and transfer agency costs, the liquidation proceeds to holders
of Class B Shares and Class C Shares are likely to be less than the liquidation
proceeds to holders of Class A Shares.

The Trustees may amend the Declaration of Trust (including with respect to
any series) in any manner without shareholder approval, except that the Trustees
may not adopt any amendment adversely affecting the

B-2

rights of shareholders of any series without approval by a majority of the
shares of each affected series outstanding and entitled to vote (or such higher
vote as may be required by the 1940 Act or other applicable law) and except that
the Trustees cannot amend the Declaration of Trust to impose any liability on
shareholders, make any assessment on shares or impose liabilities on the
Trustees without approval from each affected shareholder or Trustee, as the case
may be.

Statements contained in this Statement of Additional Information as to the
contents of any contract or other document referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement of which
this Statement of Additional Information forms a part, each such statement being
qualified in all respects by such reference.

As of December 3, 2002, no person was known by the Fund to own beneficially
or to hold of record 5% or more of the outstanding Class A Shares, Class B
Shares or Class C Shares of the Fund, except as follows:

NAME AND ADDRESS CLASS PERCENTAGE
OF HOLDER OF SHARES OWNERSHIP
---------------- --------- ----------

Edward Jones & Co. ......................................... A 10.70%
Attn: Mutual Fund B 6.73%
Shareholder Accounting C 9.16%
201 Progress Pkwy
Maryland Hts, MO 63043-3009
Morgan Stanley DW Inc. ..................................... A 5.72%
825 3rd Avenue B 9.19%
New York, NY 10022 C 7.26%
Smith Barney House Account 00109801250...................... B 8.23%
Attn: Cindy Tempesta, 7th Floor C 12.81%
333 West 34th Street
New York, NY 10001-2483
MLPF&S For the Sole Benefit of Its Customers................ C 7.78%
Attn: Fund Administration 97BY5
9800 Dear Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484

INVESTMENT OBJECTIVES, POLICIES AND RISKS

The following disclosure supplements the disclosure set forth under the
same caption in the Prospectus and does not, standing alone, present a complete
or accurate explanation of the matters disclosed. Readers must refer also to
this caption in the Prospectus for a complete presentation of the matters
disclosed below.

CONVERTIBLE SECURITIES

A convertible security is a bond, debenture, note, preferred stock, warrant
or other security that may be converted into or exchanged for a prescribed
amount of common stock or other security of the same or a different issuer or
into cash within a particular period of time at a specified price or formula. A
convertible security generally entitles the holder to receive interest paid or
accrued on debt securities or the dividend paid on preferred stock until the
convertible security matures or is redeemed, converted or exchanged. Before
conversion, convertible securities generally have characteristics similar to
both debt and equity securities. The value of convertible securities tends to
decline as interest rates rise and, because of the conversion feature, tends to
vary with fluctuations in the market value of the underlying equity securities.
Convertible securities ordinarily provide a stream of income with generally
higher yields than those of common stock of the same or similar issuers.
Convertible securities generally rank senior to common stock in a corporation's
capital structure but are usually subordinated to comparable nonconvertible
securities. Convertible securities generally do not participate directly in any
dividend increases or decreases of the underlying securities

B-3

although the market prices of convertible securities may be affected by any such
dividend changes or other changes in the underlying securities.

Equity-linked securities are instruments whose value is based upon the
value of one or more underlying equity securities, a reference rate or an index.
Equity-linked securities come in many forms and may include features, among
others, such as the following: (i) may be issued by the issuer of the underlying
equity security or by a company other than the one to which the instrument is
linked (usually an investment bank), (ii) may convert into equity securities,
such as common stock, within a stated period from the issue date or may be
redeemed for cash or some combination of cash and the linked security at a value
based upon the value of the underlying equity security within a stated period
from the issue date, (iii) may have various conversion features prior to
maturity at the option of the holder or the issuer or both, (iv) may limit the
appreciation value with caps or collars of the value of the underlying equity
security and (v) may have fixed, variable or no interest payments during the
life of the security which reflect the actual or a structured return relative to
the underlying dividends of the linked equity security. Generally these
securities are designed to give investors enhanced yield opportunities to the
equity securities of an issuer, but these securities may involve a limited
appreciation potential, downside exposure, or a finite time in which to capture
the yield advantage. For example, certain securities may provide a higher
current dividend income than the dividend income on the underlying security
while capping participation in the capital appreciation of such security. Other
securities may involve arrangements with no interest or dividend payments made
until maturity of the security or an enhanced principal amount received at
maturity based on the yield and value of the underlying equity security during
the security's term or at maturity. Besides enhanced yield opportunities,
another advantage of using such securities is that they may be used for
portfolio management or hedging purposes to reduce the risk of investing in a
more volatile underlying equity security. There may be additional types of
convertible securities with features not specifically referred to herein in
which the Fund may invest consistent with its investment objective and policies.

Investments in equity-linked securities may subject the Fund to additional
risks not ordinarily associated with investments in other equity securities.
Because equity-linked securities are sometimes issued by a third party other
than the issuer of the linked security, the Fund is subject to risks if the
underlying stock underperforms and if the issuer defaults on the payment of the
dividend or the common stock at maturity. In addition, the trading market for
particular equity-linked securities may be less liquid, making it difficult for
the Fund to dispose of a particular security when necessary and reduced
liquidity in the secondary market for any such securities may make it more
difficult to obtain market quotations for valuing the Fund's portfolio.

PREFERRED STOCKS

Preferred stock generally has a preference as to dividends and upon
liquidation over an issuer's common stock but ranks junior to other income
securities in an issuer's capital structure. Preferred stock generally pays
dividends in cash (or additional shares of preferred stock) at a defined rate
but, unlike interest payments on other income securities, preferred stock
dividends are payable only if declared by the issuer's board of directors.
Dividends on preferred stock may be cumulative, meaning that, in the event the
issuer fails to make one or more dividend payments on the preferred stock, no
dividends may be paid on the issuer's common stock until all unpaid preferred
stock dividends have been paid. Preferred stock also may provide that, in the
event the issuer fails to make a specified number of dividend payments, the
holders of the preferred stock will have the right to elect a specified number
of directors to the issuer's board. Preferred stock also may be subject to
optional or mandatory redemption provisions.

DURATION

Duration is a measure of the expected life of an income security that was
developed as an alternative to the concept of "term to maturity." Duration
incorporates an income security's yield, coupon interest payments, final
maturity and call features into one measure. Traditionally an income security's
"term to maturity" has been used as a proxy for the sensitivity of the
security's price to changes in interest rates. However, "term to maturity"
measures only the time an income security provides its final payment taking no
account of the pattern of the security's payments of interest or principal prior
to maturity. Duration is a
B-4

measure of the expected life of an income security on a present value basis
expressed in years. It measures the length of the time interval between the
present and the time when the interest and principal payments are scheduled (or
in the case of a callable bond, expected to be received), weighing them by the
present value of the cash to be received at each future point in time. For any
debt security with interest payments occurring prior to the payment of
principal, duration is always less than maturity, and for zero coupon issues,
duration and term to maturity are equal. In general, the lower the coupon rate
of interest or the longer the maturity, or the lower the yield-to-maturity of an
income security, the longer its duration; conversely, the higher the coupon rate
of interest, the shorter the maturity or the higher the yield-to-maturity of an
income security, the shorter its duration. There are some situations where even
the standard duration calculation does not properly reflect the interest rate
exposure of a security. For example, floating and variable rate securities often
have final maturities of ten or more years; however, their interest rate
exposure corresponds to the frequency of the coupon reset. Another example where
the interest rate exposure is not properly captured by the duration is the case
of mortgage pass-through securities. The stated final maturity of such
securities is generally 30 years, but current prepayment rates are more critical
in determining the securities' interest rate exposure. In these and other
similar situations, the Adviser will use more sophisticated analytical
techniques that incorporate the economic life of a security into the
determination of its interest rate exposure.

SECURITIES OF FOREIGN ISSUERS

The Fund may purchase foreign securities in the form of American Depositary
Receipts ("ADRs") and European Depositary Receipts ("EDRs") or other securities
representing underlying shares of foreign companies. These securities are not
necessarily denominated in the same currency as the underlying securities but
generally are denominated in the currency of the market in which they are
traded. ADRs are receipts typically issued by an American bank or trust company
which evidence ownership of underlying securities issued by a foreign
corporation. ADRs are publicly traded on exchanges or over-the-counter in the
United States and are issued through "sponsored" or "unsponsored" arrangements.
In a sponsored ADR arrangement, the foreign issuer assumes the obligation to pay
some or all of the depositary's transaction fees, whereas under an unsponsored
arrangement, the foreign issuer assumes no obligations and the depositary's
transaction fees are paid by the ADR holders. In addition, less information is
available in the United States about an unsponsored ADR than about a sponsored
ADR and financial information about a company may not be as reliable for an
unsponsored ADR as it is for a sponsored ADR. The Fund may invest in ADRs
through both sponsored and unsponsored arrangements. EDRs are receipts issued in
Europe by banks or depositories which evidence a similar ownership arrangement.

BRADY BONDS

Brady Bonds are created through the exchange of existing commercial bank
loans to foreign entities for new obligations in connection with debt
restructuring under a plan introduced by former U.S. Secretary of the Treasury
Nicholas F. Brady (the "Brady Plan"). Brady Bonds may be collateralized or
uncollateralized and issued in various currencies (although most are U.S.
dollar-denominated) and they are actively traded in the over-the-counter
secondary market. The Fund may purchase Brady Bonds either in the primary or
secondary markets. The price and yield of Brady Bonds purchased in the secondary
market will reflect the market conditions at the time of purchase, regardless of
the stated face amount and the stated interest rate. With respect to Brady Bonds
with no or limited collateralization, the Fund will rely for payment of interest
and principal primarily on the willingness and ability of the issuing government
to make payment in accordance with the terms of the bonds.

U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed
rate par bonds or floating rate discount bonds, are generally collateralized in
full as to principal due at maturity by U.S. Treasury zero coupon obligations
which have the same maturity as the Brady Bonds. Interest payments on these
Brady Bonds generally are collateralized by cash or securities in an amount
that, in the case of fixed rate bonds, is equal to at least one year of rolling
interest payments or, in the case of floating rate bonds, initially is equal to
at least one year's rolling interest payments based on the applicable interest
rate at that time and is adjusted at regular intervals thereafter. Certain Brady
Bonds are entitled to "value recovery payments" in certain

B-5

circumstances, which in effect constitute supplemental interest payments but
generally are not collateralized. Brady Bonds are often viewed as having three
or four valuation components: (i) the collateralized repayment of principal at
final maturity; (ii) the collateralized interest payments; (iii) the
uncollateralized interest payments; and (iv) any uncollateralized repayment of
principal at maturity (these uncollateralized amounts constitute the "residual
risk"). In the event of a default with respect to collateralized Brady Bonds as
a result of which the payment obligations of the issuer are accelerated, the
U.S. Treasury zero coupon obligations held as collateral for the payment of
principal will not be distributed to investors, nor will such obligations be
sold and the proceeds distributed. The collateral will be held to the scheduled
maturity of the defaulted Brady Bonds by the collateral agent, at which time the
face amount of the collateral will equal the principal payments which would have
then been due on the Brady Bonds in the normal course. In addition, in light of
the residual risk of the Brady Bonds and, among other factors, the history of
defaults with respect to commercial bank loans by public and private entities of
countries issuing Brady Bonds, investments in Brady Bonds should be viewed as
speculative.

LENDING OF SECURITIES

Consistent with applicable legal and regulatory requirements, the Fund may
lend its portfolio securities, in an amount up to 10% of the Fund's total
assets, to broker-dealers, banks and other institutional borrowers of securities
provided such loans are callable at any time and are continuously secured by
collateral that is at least equal to the market value, determined daily, of the
loaned securities. The advantage of such loans is that the Fund continues to
receive the interest or dividends on the loaned securities, while at the same
time earning interest on the collateral which is invested in short-term
obligations or the Fund receives an agreed upon amount of interest from the
borrower of the security. The Fund may pay reasonable finders, administrative
and custodial fees in connection with loans of its securities. There is no
assurance as to the extent to which securities loans can be effected.

If the borrower fails to maintain the requisite amount of collateral, the
loan automatically terminates, and the Fund could use the collateral to replace
the securities while holding the borrower liable for any excess of replacement
cost over collateral. As with any extensions of credit, there are risks of delay
in recovery and in some cases even loss of rights in the collateral should the
borrower of the securities fail financially. However, these loans of portfolio
securities will only be made to firms deemed by the Adviser to be creditworthy
and when the consideration which can be earned from such loans is believed to
justify the attendant risks. On termination of the loan, the borrower is
required to return the securities to the Fund; any gain or loss in the market
price during the loan would inure to the Fund.

When voting or consent rights which accompany loaned securities pass to the
borrower, the Fund will follow the policy of calling the loan in whole or in
part as may be appropriate to permit the exercise of such rights if the matters
involved would have a material effect on the Fund's investment in the securities
which are the subject of the loan.

REPURCHASE AGREEMENTS

The Fund may engage in repurchase agreements with broker-dealers, banks and
other financial institutions to earn a return on temporarily available cash. A
repurchase agreement is a short-term investment in which the purchaser (i.e.,
the Fund) acquires ownership of a security and the seller agrees to repurchase
the obligation at a future time and set price, thereby determining the yield
during the holding period. Repurchase agreements involve certain risks in the
event of default by the other party. The Fund may enter into repurchase
agreements with broker-dealers, banks and other financial institutions deemed to
be creditworthy by the Adviser under guidelines approved by the Fund's Board of
Trustees. The Fund will not invest in repurchase agreements maturing in more
than seven days if any such investment, together with any other illiquid
securities held by the Fund, would exceed the Fund's limitation on illiquid
securities described herein. The Fund does not bear the risk of a decline in the
value of the underlying security unless the seller defaults under its repurchase
obligation. In the event of the bankruptcy or other default of a seller of a
repurchase agreement, the Fund could experience both delays in liquidating the
underlying securities and losses including: (a) possible decline in the value of
the underlying security during the period while the Fund seeks to enforce
B-6

its rights thereto; (b) possible lack of access to income on the underlying
security during this period; and (c) expenses of enforcing its rights.

For the purpose of investing in repurchase agreements, the Adviser may
aggregate the cash that certain funds advised or subadvised by the Adviser or
certain of its affiliates would otherwise invest separately into a joint
account. The cash in the joint account is then invested in repurchase agreements
and the funds that contributed to the joint account share pro rata in the net
revenue generated. The Adviser believes that the joint account produces
efficiencies and economies of scale that may contribute to reduced transaction
costs, higher returns, higher quality investments and greater diversity of
investments for the Fund than would be available to the Fund investing
separately. The manner in which the joint account is managed is subject to
conditions set forth in an exemptive order from the SEC permitting this
practice, which conditions are designed to ensure the fair administration of the
joint account and to protect the amounts in that account.

Repurchase agreements are fully collateralized by the underlying securities
and are considered to be loans under the 1940 Act. The Fund pays for such
securities only upon physical delivery or evidence of book entry transfer to the
account of a custodian or bank acting as agent. The seller under a repurchase
agreement will be required to maintain the value of the underlying securities
marked-to-market daily at not less than the repurchase price. The underlying
securities (normally securities of the U.S. government, its agencies or
instrumentalities) may have maturity dates exceeding one year.

ILLIQUID SECURITIES

The Fund may invest up to 15% of its net assets in illiquid securities,
which includes securities that are not readily marketable, repurchase agreements
which have a maturity of longer than seven days and generally includes
securities that are restricted from sale to the public without registration
under the Securities Act of 1933, as amended (the "1933 Act"). However, the Fund
shall not invest in such securities in excess of 10% of its net assets without
prior approval of the Fund's Board of Trustees. The sale of such securities
often requires more time and results in higher brokerage charges or dealer
discounts and other selling expenses than does the sale of liquid securities
trading on national securities exchanges or in the over-the-counter markets.
Restricted securities are often purchased at a discount from the market price of
unrestricted securities of the same issuer reflecting the fact that such
securities may not be readily marketable without some time delay. Investments in
securities for which market quotations are not readily available are valued at
their fair value as determined in good faith by the Adviser in accordance with
procedures approved by the Fund's Board of Trustees. Ordinarily, the Fund would
invest in restricted securities only when it receives the issuer's commitment to
register the securities without expense to the Fund. However, registration and
underwriting expenses (which typically range from 7% to 15% of the gross
proceeds of the securities sold) may be paid by the Fund. Restricted securities
which can be offered and sold to qualified institutional buyers under Rule 144A
under the 1933 Act ("144A Securities") and are determined to be liquid under
guidelines adopted by and subject to the supervision of the Fund's Board of
Trustees are not subject to the limitation on illiquid securities. Such 144A
Securities are subject to monitoring and may become illiquid to the extent
qualified institutional buyers become, for a time, uninterested in purchasing
such securities. Factors used to determine whether 144A Securities are liquid
include, among other things, a security's trading history, the availability of
reliable pricing information, the number of dealers making quotes or making a
market in such security and the number of potential purchasers in the market for
such security. For purposes hereof, investments by the Fund in securities of
other investment companies will not be considered investments in restricted
securities to the extent permitted by (i) the 1940 Act, as amended from time to
time, (ii) the rules and regulations promulgated by the SEC under the 1940 Act,
as amended from time to time, or (iii) an exemption or other relief (such as "no
action" letters issued by the staff of the SEC interpreting or providing
guidance on the 1940 Act or regulations thereunder) from the provisions of the
1940 Act, as amended from time to time.

B-7

OPTIONS, FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

The Fund may, but is not required to, use various investment strategies as
described below to earn income, facilitate portfolio management and mitigate
risks. Techniques and instruments may change over time as new instruments and
strategies are developed or regulatory changes occur. Although the Adviser seeks
to use such transactions to further the Fund's investment objectives, no
assurance can be given that the use of these transactions will achieve this
result.

SELLING CALL AND PUT OPTIONS

Purpose. The principal reason for selling options is to obtain, through
receipt of premiums, a greater current return than would be realized on the
underlying securities alone. Such current return could be expected to fluctuate
because premiums earned from an option selling program and dividend or interest
income yields on portfolio securities vary as economic and market conditions
change. Selling options on portfolio securities is likely to result in a higher
portfolio turnover rate.

Selling Options. The purchaser of a call option pays a premium to the
seller (i.e., the writer) for the right to buy the underlying security from the
seller at a specified price during a certain period. The Fund would write call
options only on a covered basis or for cross-hedging purposes. A call option is
covered if, at all times during the option period, the Fund owns or has the
right to acquire securities of the type that it would be obligated to deliver if
any outstanding option were exercised. An option is for cross-hedging purposes
if it is not covered by the security subject to the option, but is designed to
provide a hedge against another security which the Fund owns or has the right to
acquire. In such circumstances, the Fund collateralizes the option by
maintaining in a segregated account cash or liquid securities in an amount not
less than the market value of the underlying security, marked to market daily,
while the option is outstanding.

The purchaser of a put option pays a premium to the seller (i.e., the
writer) for the right to sell the underlying security to the writer at a
specified price during a certain period. The Fund would sell put options only on
a secured basis, which means that, at all times during the option period, the
Fund would maintain in a segregated account cash or liquid securities in an
amount not less than the exercise price of the option, or would hold a put on
the same underlying security at an equal or greater exercise price.

Closing Purchase Transactions and Offsetting Transactions. To terminate its
position as a writer of a call or put option, the Fund could enter into a
"closing purchase transaction," which is the purchase of a call (put) on the
same underlying security and having the same exercise price and expiration date
as the call (put) previously sold by the Fund. The Fund would realize a gain
(loss) if the premium plus commission paid in the closing purchase transaction
is lesser (greater) than the premium it received on the sale of the option. The
Fund would also realize a gain if an option it has written lapses unexercised.

The Fund could sell options that are listed on an exchange as well as
options which are privately negotiated in over-the-counter transactions. The
Fund could close out its position as a seller of an option only if a liquid
secondary market exists for options of that series, but there is no assurance
that such a market will exist, particularly in the case of over-the-counter
options, since they can be closed out only with the other party to the
transaction. Alternatively, the Fund could purchase an offsetting option, which
would not close out its position as a seller, but would provide an asset of
equal value to its obligation under the option sold. If the Fund is not able to
enter into a closing purchase transaction or to purchase an offsetting option
with respect to an option it has sold, it will be required to maintain the
securities subject to the call or the collateral securing the option until a
closing purchase transaction can be entered into (or the option is exercised or
expires) even though it might not be advantageous to do so.

Risks of Writing Options. By selling a call option, the Fund loses the
potential for gain on the underlying security above the exercise price while the
option is outstanding; by selling a put option the Fund might become obligated
to purchase the underlying security at an exercise price that exceeds the then
current market price.

B-8

PURCHASING CALL AND PUT OPTIONS

The Fund could purchase call options to protect against anticipated
increases in the prices of securities it wishes to acquire. Alternatively, call
options could be purchased for capital appreciation. Since the premium paid for
a call option is typically a small fraction of the price of the underlying
security, a given amount of funds will purchase call options covering a much
larger quantity of such security than could be purchased directly. By purchasing
call options, the Fund could benefit from any significant increase in the price
of the underlying security to a greater extent than had it invested the same
amount in the security directly. However, because of the very high volatility of
option premiums, the Fund would bear a significant risk of losing the entire
premium if the price of the underlying security did not rise sufficiently, or if
it did not do so before the option expired.

Put options may be purchased to protect against anticipated declines in the
market value of either specific portfolio securities or of the Fund's assets
generally. Alternatively, put options may be purchased for capital appreciation
in anticipation of a price decline in the underlying security and a
corresponding increase in the value of the put option. The purchase of put
options for capital appreciation involves the same significant risk of loss as
described above for call options.

In any case, the purchase of options for capital appreciation would
increase the Fund's volatility by increasing the impact of changes in the market
price of the underlying securities on the Fund's net asset value.

OVER THE COUNTER OPTIONS

The Fund is authorized to purchase and sell over-the-counter options ("OTC
Options"). OTC Options are purchased from or sold to securities dealers,
financial institutions of other parties ("Counterparties") through direct
bilateral agreement with the Counterparty. The Fund will sell only OTC Options
(other than OTC currency options) that are subject to a buy-back provision
permitting the Fund to require to the Counterparty to sell the option back to
the Fund at a formula price within seven days. The staff of the SEC currently
takes the position that, in general, OTC Options on securities other than U.S.
Government securities purchased by the Fund, and portfolio securities covering
OTC Options sold by the Fund, are illiquid securities subject to the Fund's
limitation on illiquid securities.

FUTURES CONTRACTS

The Fund may engage in transactions involving futures contracts and options
on futures contracts in accordance with the rules and interpretations of the
Commodity Futures Trading Commission ("CFTC") under which the Fund would be
exempt from registration as a "commodity pool."

An index futures contract is an agreement pursuant to which a party agrees
to take or make delivery of an amount of cash equal to a specified dollar amount
multiplied by the difference between the index value at a specified time and the
price at which the futures contract originally was struck. No physical delivery
of the underlying securities in the index is made.

Currently, securities index futures contracts can be purchased with respect
to several indices on various exchanges. Differences in the securities included
in the indices may result in differences in correlation of the futures contracts
with movements in the value of the securities being hedged.

An interest rate futures contract is an agreement pursuant to which a party
agrees to take or make delivery of a specified debt security (such as U.S.
Treasury bonds or notes), or to take or make delivery of cash based upon the
change in value of a basket or index of securities at a specified future time
and at a specified price.

Initial and Variation Margin. In contrast to the purchase or sale of a
security, no price is paid or received upon the purchase or sale of a futures
contract. Initially, the Fund is required to deposit an amount of cash or liquid
securities equal to a percentage (which will normally range between 1% and 10%)
of the contract amount with either a futures commission merchant pursuant to
rules and regulations promulgated under the 1940 Act or with its custodian in an
account in the broker's name. This amount is known as initial

B-9

margin. The nature of initial margin in futures contract transactions is
different from that of margin in securities transactions in that futures
contract margin does not involve the borrowing of funds by the customer to
finance the transaction. Rather, the initial margin is in the nature of a
performance bond or good faith deposit on the contract, which is returned to the
Fund upon termination of the futures contract and satisfaction of its
contractual obligations. Subsequent payments to and from the initial margin
account, called variation margin, are made on a daily basis as the price of the
underlying securities or index fluctuates, making the long and short positions
in the futures contract more or less valuable, a process known as marking to
market.

For example, when the Fund purchases a futures contract and the price of
the underlying security or index rises, that position increases in value, and
the Fund receives a variation margin payment equal to that increase in value.
Conversely, where the Fund purchases a futures contract and the value of the
underlying security or index declines, the position is less valuable, and the
Fund is required to make a variation margin payment.

At any time prior to expiration of the futures contract, the Fund may elect
to terminate the position by taking an opposite position. A final determination
of variation margin is then made, additional cash is required to be paid by or
released to the Fund, and the Fund realizes a loss or a gain.

Futures Contract Strategies. When the Fund anticipates a significant
market or market sector advance, the purchase of a futures contract affords a
hedge against not participating in the advance at a time when the Fund is
otherwise fully invested ("anticipatory hedge"). Such purchase of a futures
contract would serve as a temporary substitute for the purchase of individual
securities, which may be purchased in an orderly fashion once the market has
stabilized. As individual securities are purchased, an equivalent amount of
futures contracts could be terminated by offsetting sales. The Fund may sell
futures contracts in anticipation of or in a general market or market sector
decline that may adversely affect the market value of the Fund's securities
("defensive hedge"). To the extent that the Fund's portfolio of securities
changes in value in correlation with the underlying security or index, the sale
of futures contracts would substantially reduce the risk to the Fund of a market
decline and, by so doing, provides an alternative to the liquidation of
securities positions in the Fund. Ordinarily transaction costs associated with
futures contract transactions are lower than transaction costs that would be
incurred in the purchase and sale of the underlying securities.

Special Risks Associated with Futures Contract Transactions. There are
several risks connected with the use of futures contracts. These include the
risk of imperfect correlation between movements in the price of the futures
contracts and of the underlying securities or index; the risk of market
distortion; the risk of illiquidity; and the risk of error in anticipating price
movement.

There may be an imperfect correlation (or no correlation) between movements
in the price of the futures contracts and of the securities being hedged. The
risk of imperfect correlation increases as the composition of the securities
being hedged diverges from the securities upon which the futures contract is
based. If the price of the futures contract moves less than the price of the
securities being hedged, the hedge will not be fully effective. To compensate
for the imperfect correlation, the Fund could buy or sell futures contracts in a
greater dollar amount than the dollar amount of securities being hedged if the
historical volatility of the securities being hedged is greater than the
historical volatility of the securities underlying the futures contract.
Conversely, the Fund could buy or sell futures contracts in a lesser dollar
amount than the dollar amount of securities being hedged if the historical
volatility of the securities being hedged is less than the historical volatility
of the securities underlying the futures contracts. It is also possible that the
value of futures contracts held by the Fund could decline at the same time as
portfolio securities being hedged; if this occurred, the Fund would lose money
on the futures contract in addition to suffering a decline in value in the
portfolio securities being hedged.

There is also the risk that the price of futures contracts may not
correlate perfectly with movements in the securities or index underlying the
futures contract due to certain market distortions. First, all participants in
the futures contract market are subject to margin depository and maintenance
requirements. Rather than meet additional margin depository requirements,
investors may close futures contracts through offsetting transactions, which
could distort the normal relationship between the futures contract market and
the securities or index underlying the futures contract. Second, from the point
of view of speculators, the deposit requirements
B-10

in the futures contract market are less onerous than margin requirements in the
securities markets. Therefore, increased participation by speculators in the
futures contract markets may cause temporary price distortions. Due to the
possibility of price distortion in the futures contract markets and because of
the imperfect correlation between movements in futures contracts and movements
in the securities underlying them, a correct forecast of general market trends
by the Adviser may still not result in a successful hedging transaction.

There is also the risk that futures contract markets may not be
sufficiently liquid. Futures contracts may be closed out only on an exchange or
board of trade that provides a market for such futures contracts. Although the
Fund intends to purchase or sell futures contract only on exchanges and boards
of trade where there appears to be an active secondary market, there can be no
assurance that an active secondary market will exist for any particular contract
or at any particular time. In the event of such illiquidity, it might not be
possible to close a futures contract position and, in the event of adverse price
movement, the Fund would continue to be required to make daily payments of
variation margin. Since the securities being hedged would not be sold until the
related futures contract is sold, an increase, if any, in the price of the
securities may to some extent offset losses on the related futures contract. In
such event, the Fund would lose the benefit of the appreciation in value of the
securities.

Successful use of futures contracts is also subject to the Adviser's
ability to correctly predict the direction of movements in the market. For
example, if the Fund hedges against a decline in the market, and market prices
instead advance, the Fund will lose part or all of the benefit of the increase
in value of its securities holdings because it will have offsetting losses in
futures contracts. In such cases, if the Fund has insufficient cash, it may have
to sell portfolio securities at a time when it is disadvantageous to do so to
meet the daily variation margin.

Although the Fund intends to enter into futures contracts only if there is
an active market for such contracts, there is no assurance that an active market
will exist for the contracts at any particular time. Most U.S. futures contract
exchanges and boards of trade limit the amount of fluctuation permitted in
futures contract prices during a single trading day. Once the daily limit has
been reached in a particular contract, no trades may be made that day at a price
beyond that limit. It is possible that futures contract prices would move to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures contract positions and
subjecting some futures contract traders to substantial losses. In such event,
and in the event of adverse price movements, the Fund would be required to make
daily cash payments of variation margin. In such circumstances, an increase in
the value of the portion of the portfolio being hedged, if any, may partially or
completely offset losses on the futures contract. However, there is no guarantee
that the price of the securities being hedged will, in fact, correlate with the
price movements in a futures contract and thus provide an offset to losses on
the futures contract.

The Fund will not enter into futures contracts or options transactions
(except for closing transactions) other than for bona fide hedging purposes if,
immediately thereafter, the sum of its initial margin and premiums on open
futures contracts and options exceed 5% of the fair market value of the Fund's
assets; however, in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in calculating the 5%
limitation. To prevent leverage in connection with the purchase of futures
contracts by the Fund, an amount of cash or liquid securities equal to the
market value of the obligation under the futures contracts (less any related
margin deposits) will be maintained in a segregated account.

OPTIONS ON FUTURES CONTRACTS

The Fund could also purchase and write options on futures contracts. An
option on a futures contract gives the purchaser the right, in return for the
premium paid, to assume a position in a futures contract (a long position if the
option is a call and a short position if the option is a put) at a specified
exercise price at any time during the option period. As a writer of an option on
a futures contract, the Fund would be subject to initial margin and maintenance
requirements similar to those applicable to futures contracts. In addition, net
option premiums received by the Fund are required to be included as initial
margin deposits. When an option on a futures contract is exercised, delivery of
the futures contract position is accompanied by cash representing the

B-11

difference between the current market price of the futures contract and the
exercise price of the option. The Fund could purchase put options on futures
contracts in lieu of, and for the same purposes as the sale of a futures
contract; at the same time, it could write put options at a lower strike price
(a "put bear spread") to offset part of the cost of the strategy to the Fund.
The purchase of call options on futures contracts is intended to serve the same
purpose as the actual purchase of the futures contracts.

Risks of Transactions in Options on Futures Contracts. In addition to the
risks described above which apply to all options transactions, there are several
special risks relating to options on futures contracts. The Adviser will not
purchase options on futures contracts on any exchange unless in the Adviser's
opinion, a liquid secondary exchange market for such options exists. Compared to
the use of futures contracts, the purchase of options on futures contracts
involves less potential risk to the Fund because the maximum amount at risk is
the premium paid for the options (plus transaction costs). However, there may be
circumstances, such as when there is no movement in the price of the underlying
security or index, when the use of an option on a future contract would result
in a loss to the Fund when the use of a future contract would not.

ADDITIONAL RISKS OF OPTIONS, FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

Each of the exchanges has established limitations governing the maximum
number of call or put options on the same underlying security or futures
contract (whether or not covered) which may be written by a single investor,
whether acting alone or in concert with others (regardless of whether such
options are written on the same or different exchanges or are held or written on
one or more accounts or through one or more brokers). Option positions of all
investment companies advised by the Adviser are combined for purposes of these
limits. An exchange may order the liquidation of positions found to be in
violation of these limits and it may impose other sanctions or restrictions.
These position limits may restrict the number of listed options which the Fund
may write.

In the event of the bankruptcy of a broker through which the Fund engages
in transactions in options, futures contracts or options on futures contracts,
the Fund could experience delays and/or losses in liquidating open positions
purchased or incur a loss of all or part of its margin deposits. Transactions
are entered into by the Fund only with brokers or financial institutions deemed
creditworthy by the Adviser.

USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS

Many derivative transactions, in addition to other requirements, require
that the Fund segregate cash and liquid securities to the extent the Fund's
obligations are not otherwise "covered" as described above. In general, either
the full amount of any obligation by the Fund to pay or deliver securities or
assets must be covered at all times by the securities, instruments or currency
required to be delivered (or securities convertible into the needed securities
without additional consideration), or, subject to applicable regulatory
restrictions, an amount of cash and liquid securities at least equal to the
current amount of the obligation must be segregated. The segregated assets
cannot be sold or transferred unless equivalent assets are substituted in their
place or it is no longer necessary to segregate. In the case of a futures
contract or an option on a futures contract, the Fund must deposit initial
margin and possible daily variation margin in addition to segregating cash and
liquid securities sufficient to meet its obligation to purchase or provide
securities or currencies, or to pay the amount owed at the expiration of an
index-based futures contract. Derivative transactions may be covered by other
means when consistent with applicable regulatory policies. The Fund may also
enter into offsetting transactions so that its combined position, coupled with
any segregated cash and liquid securities, equals its net outstanding
obligation.

B-12

INVESTMENT RESTRICTIONS

The Fund has adopted the following fundamental investment restrictions
which may not be changed without shareholder approval by the vote of a majority
of its outstanding voting securities, which is defined by the 1940 Act as the
lesser of (i) 67% or more of the Fund's voting securities present at a meeting,
if the holders of more than 50% of the Fund's outstanding voting securities are
present or represented by proxy; or (ii) more than 50% of the Fund's outstanding
voting securities. The percentage limitations contained in the restrictions and
policies set forth herein apply at the time of purchase of securities. With
respect to the limitations on illiquid securities and borrowings, the percentage
limitations apply at the time of purchase and on an ongoing basis. These
restrictions provide that the Fund shall not:

1. Borrow money, except that the Fund may borrow for temporary purposes in
amounts not exceeding 5% of the market or other fair value (taken at
the lower of cost or current value) of its total assets (not including
the amount borrowed). Secured temporary borrowings may take the form of
reverse repurchase agreements, pursuant to which the Fund would sell
portfolio securities for cash and simultaneously agree to repurchase
such securities at a specified date for the same amount of cash plus an
interest component. Pledge its assets or assign or otherwise encumber
them in excess of 3.25% of its net assets (taken at market value at the
time of pledging) and then only to secure borrowings effected within
the limitations set forth in the preceding sentence. Notwithstanding
the foregoing, the Fund may engage in transactions in options, futures
contracts and options on futures contracts and make margin deposits and
payments in connection therewith.

2. Engage in the underwriting of securities except insofar as the Fund may
be deemed an underwriter under the 1933 Act in disposing of a portfolio
security.

3. Make short sales of securities, but it may engage in transactions in
options, futures contracts, and options on futures contracts.

4. Purchase securities on margin, except for such short-term credits as
may be necessary for the clearance of purchases and sales of portfolio
securities, and it may engage in transactions in options, futures
contracts and options on futures contracts and make margin deposits and
payments in connection therewith.

5. Purchase or sell real estate, although it may purchase securities of
issuers which engage in real estate operations, securities which are
secured by interests in real estate, or securities representing
interests in real estate.

6. Purchase or sell commodities or commodity futures contracts, except
that the Fund may enter into transactions in futures contracts and
options on futures contracts.

7. Make loans of money or securities, except (a) by the purchase of debt
obligations in which the Fund may invest consistent with its investment
objectives and policies; (b) by investment in repurchase agreements or
(c) by lending its portfolio securities, subject to limitations
described elsewhere in this Statement of Additional Information.

8. Purchase oil, gas or other mineral leases, rights or royalty contracts
or exploration or development programs, except that the Fund may invest
in the securities of companies which invest in or sponsor such
programs.

9. Invest in securities issued by other investment companies except as
part of a merger, reorganization or other acquisition and except to the
extent permitted by (i) the 1940 Act, as amended from time to time,
(ii) the rules and regulations promulgated by the SEC under the 1940
Act, as amended from time to time, or (iii) an exemption or other
relief from the provisions of the 1940 Act, as amended from time to
time.

10. Invest for the purpose of exercising control or management of another
company, except that the Fund may purchase securities of other
investment companies to the extent permitted by (i) the 1940 Act, as
amended from time to time, (ii) the rules and regulations promulgated
by the SEC under the 1940

B-13

Act, as amended from time to time, or (iii) an exemption or other
relief from the provisions of the 1940 Act, as amended from time to
time.

11. Invest in securities of any company if, to the knowledge of the Fund,
any officer or director of the Fund or of the Adviser owns more than
1/2 of 1% of the outstanding securities of such company, and such
officers and directors who own more than 1/2 of 1% own in the aggregate
more than 5% of the outstanding securities of such company.

12. Invest more than 5% of the market or other fair value of its assets in
warrants, or more than 2% of such value in warrants which are not
listed on the New York or American Stock Exchanges. Warrants attached
to other securities are not subject to these limitations.

13. Invest more than 15% of its net assets (determined at the time of
investment) in illiquid securities and repurchase agreements which have
a maturity of longer than seven days.

14. With respect to 75% of its assets, invest more than 5% of its assets in
the securities of any one issuer (except the U.S. government) or
purchase more than 10% of the outstanding voting securities of any one
issuer, except that the Fund may purchase securities of other
investment companies to the extent permitted by (i) the 1940 Act, as
amended from time to time, (ii) the rules and regulations promulgated
by the SEC under the 1940 Act, as amended from time to time, or (iii)
an exemption or other relief from the provisions of the 1940 Act, as
amended from time to time.

15. Invest more than 25% of the value of its total assets in securities of
issuers in any particular industry (except obligations of the U.S.
government).

16. Issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Fund from (i) making
and collateralizing any permitted borrowings, (ii) making any permitted
loans of its portfolio securities, or (iii) entering into repurchase
agreements, utilizing options, futures contracts, options on futures
contracts and other investment strategies and instruments that would be
considered "senior securities" but for the maintenance by the Fund of a
segregated account with its custodian or some other form of "cover."

B-14

TRUSTEES AND OFFICERS

The business and affairs of the Fund are managed under the direction of the
Fund's Board of Trustees and the Fund's officers appointed by the Board of
Trustees. The tables below list the trustees and executive officers of the Fund
and their principal occupations during the last five years, other directorships
held by trustees and their affiliations, if any, with Van Kampen Investments
Inc. ("Van Kampen Investments"), Van Kampen Investment Advisory Corp. ("Advisory
Corp."), Van Kampen Asset Management Inc. ("Asset Management"), 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 or their affiliates as of the date of this Statement of
Additional Information. Trustees serve until reaching their retirement age or
until their successors are duly elected and qualified. Officers are annually
elected by the trustees.

INDEPENDENT TRUSTEES

NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INDEPENDENT TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE

J. Miles Branagan (70) Trustee Trustee Private investor. Trustee/Director of funds in 55
1632 Morning Mountain Road since 1991 the Fund Complex. Co-founder, and prior to
Raleigh, NC 27614 August 1996, Chairman, Chief Executive Officer
and President, MDT 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.
Jerry D. Choate (64) Trustee Trustee Trustee/Director of funds in the Fund Complex. 55
33971 Selva Road since 1999 Prior to January 1999, Chairman and Chief
Suite 130 Executive Officer of the Allstate Corporation
Dana Point, CA 92629 ("Allstate") and Allstate 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) Trustee Trustee Regional Managing Partner of Heidrick & 55
Sears Tower since 1995 Struggles, an executive search firm.
233 South Wacker Drive Trustee/Director of funds in the Fund Complex.
Suite 7000 Trustee on the University of Chicago Hospitals
Chicago, IL 60606 Board, Vice Chair of the Board of the YMCA of
Metropolitan Chicago and a member of the
Women's Board of the University of Chicago.
Prior to 1997, Partner, 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. Formerly,
Executive Vice President of ABN AMRO, N.A., a
Dutch bank holding company. Prior to 1992,
Executive Vice President of La Salle National
Bank.

NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE HELD BY TRUSTEE

J. Miles Branagan (70)
1632 Morning Mountain Road
Raleigh, NC 27614
Jerry D. Choate (64) Director of Amgen
33971 Selva Road Inc., a
Suite 130 biotechnological
Dana Point, CA 92629 company, and Director
of Valero Energy
Corporation, an
independent refining
company.
Linda Hutton Heagy (54)
Sears Tower
233 South Wacker Drive
Suite 7000
Chicago, IL 60606

B-15

R. Craig Kennedy (50) Trustee Trustee Director and President, German Marshall Fund of 55
11 DuPont Circle, N.W. since 1995 the United States, an independent U.S.
Washington, D.C. 20016 foundation created to deepen understanding,
promote collaboration and stimulate exchanges
of practical experience between Americans and
Europeans. Trustee/Director of funds in the
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 (66) Trustee Trustee President, Nelson Investment Planning Services, 55
423 Country Club Drive since 1995 Inc., a financial planning company and
Winter Park, FL 32789 registered investment adviser in the State of
Florida. President, Nelson Ivest Brokerage
Services Inc., a member of the National
Association of Securities Dealers, Inc. and
Securities Investors Protection Corp.
Trustee/Director of funds in the Fund Complex.
Suzanne H. Woolsey (61) Trustee Trustee Chief Communications Officer of the National 55
2101 Constitution Ave., since 1999 Academy of Sciences/National Research Council,
N.W. an independent, federally chartered policy
Room 285 institution, since 2001 and previously Chief
Washington, D.C. 20418 Operating Officer from 1993 to 2001.
Trustee/Director of funds in the 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
and Vice Chair of the Board of the Council for
Excellence in Government. 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 INDEPENDENT TRUSTEE HELD BY TRUSTEE

R. Craig Kennedy (50)
11 DuPont Circle, N.W.
Washington, D.C. 20016
Jack E. Nelson (66)
423 Country Club Drive
Winter Park, FL 32789
Suzanne H. Woolsey (61) Director of Neurogen
2101 Constitution Ave., Corporation, a
N.W. pharmaceutical
Room 285 company, since
Washington, D.C. 20418 January 1998.

B-16

INTERESTED TRUSTEES*

NUMBER OF
TERM OF FUNDS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
NAME, AGE AND ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN
OF INTERESTED TRUSTEE FUND SERVED DURING PAST 5 YEARS BY TRUSTEE

Mitchell M. Merin* (49) Trustee, Trustee President and Chief Executive Officer of funds 55
1221 Avenue of the President and since in the Fund Complex since November 2002.
Americas Chief 1999; Trustee/ Director of certain funds in the Fund
New York, NY 10020 Executive President Complex since 1999. President and Chief
Officer and Chief Executive Officer of other investment companies
Executive advised by the Adviser and their affiliates
Officer since December 2002. President and Chief
since 2002 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. 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. April 1997-June 1998, Vice President of
the Morgan Stanley Funds May 1997-April 1999,
and Executive Vice President of Dean Witter,
Discover & Co. prior to May 1997.
Richard F. Powers, III* Trustee Trustee Trustee/Director of funds in the Fund Complex. 92
(56) since 1999 Prior to December 2002, Chairman, President,
1 Parkview Plaza Chief Executive Officer, Director and Managing
P.O. Box 5555 Director of Van Kampen Investments and its
Oakbrook Terrace, IL 60181 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 at Morgan
Stanley and Director of Dean Witter, Discover &
Co. and Dean Witter Realty. Prior to 1996,
Director of Dean Witter Reynolds Inc.
Wayne W. Whalen* (63) Trustee Trustee Partner in the law firm of Skadden, Arps, 92
333 West Wacker Drive since 1995 Slate, Meagher & Flom (Illinois), legal counsel
Chicago, IL 60606 to funds in the Fund Complex.
Trustee/Director/Managing General Partner of
funds in the Fund Complex.

NAME, AGE AND ADDRESS OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE HELD BY TRUSTEE

Mitchell M. Merin* (49)
1221 Avenue of the
Americas
New York, NY 10020
Richard F. Powers, III*
(56)
1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, IL 60181
Wayne W. Whalen* (63)
333 West Wacker Drive
Chicago, IL 60606

------------------------------------

* Such trustee is an "interested person" (within the meaning of Section 2(a)(19)
of the 1940 Act). Mr. Whalen is an interested person of certain funds in the
Fund Complex by reason of his firm currently acting as legal counsel to such
funds in the Fund Complex. Messrs. Merin and Powers are interested persons of
funds in the Fund Complex and the Advisers by reason of their positions with
Morgan Stanley or its affiliates.

B-17

OFFICERS

TERM OF
OFFICE AND
POSITION(S) LENGTH OF
NAME, AGE AND HELD WITH TIME PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER FUND SERVED DURING PAST 5 YEARS

Stephen L. Boyd (62) Vice President Officer Managing Director and Chief Investment Officer of Van Kampen
2800 Post Oak Blvd. since 1998 Investments, and Managing Director and President of the
45th Floor Advisers and Van Kampen Advisors Inc. Vice President of
Houston, TX 77056 funds in the Fund Complex. Prior to December 2000, Executive
Vice President and Chief Investment Officer of Van Kampen
Investments, 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.
Joseph J. McAlinden (59) Chief Investment Officer Managing Director and Chief Investment Officer of Morgan
1221 Avenue of the Americas Officer since 2002 Stanley Investment Advisors Inc., Morgan Stanley Investment
New York, NY 10020 Management Inc. and Morgan Stanley Investments LP and
Director of Morgan Stanley Trust for over 5 years.
A. Thomas Smith III (46) Vice President and Officer Managing Director and Director of Van Kampen Investments,
1221 Avenue of Secretary since 1999 Director of the Advisers, Van Kampen Advisors Inc., the
the Americas Distributor, Investor Services and certain other
New York, NY 10020 subsidiaries of Van Kampen Investments. Managing Director
and General Counsel-Mutual Funds of Morgan Stanley
Investment Advisors, Inc. Vice President or Principal Legal
Officer and Secretary of funds in the Fund Complex. Prior to
July 2001, Managing Director, General Counsel, Secretary and
Director of Van Kampen Investments, the Advisers, the
Distributor, Investor Services, and certain other
subsidiaries of Van Kampen Investments. Prior to December
2000, Executive Vice President, General Counsel, Secretary
and Director of Van Kampen Investments, the Advisers, Van
Kampen Advisors Inc., the Distributor, Investor Services and
certain other subsidiaries of Van Kampen Investments. 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.
John R. Reynoldson (49) Vice President Officer Executive Director of the Advisers and Van Kampen Advisors
1 Parkview Plaza since 2000 Inc. Vice President of funds in the Fund Complex. Prior to
Oakbrook Terrace, IL 60181 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, he
managed the investment grade taxable group for the Advisers
since July 1999. From July 1988 to June 1999, he 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 of Van Kampen Investments, the Advisers
1 Parkview Plaza Chief Financial since 1996 and Van Kampen Advisors Inc. Vice President, Chief Financial
Oakbrook Terrace, IL 60181 Officer and Officer and Treasurer of funds in the Fund Complex. Head of
Treasurer Fund Accounting for Morgan Stanley Investment Management.
John H. Zimmermann, III (45) Vice President Officer Managing Director and Director of Van Kampen Investments,
Harborside Financial Center since 2000 and Managing Director, President and Director of the
Plaza 2 - 7th Floor Distributor. Vice President of funds in the Fund Complex.
Jersey City, NJ 07311 Prior to December 2000, President of Van Kampen Insurance
Agency of Illinois Inc., and Senior Vice President and
Director of Van Kampen Investments. From November 1992 to
December 1997, Mr. Zimmermann was Senior Vice President of
the Distributor.

As of the date of this Statement of Additional Information, each
trustee/director holds the same position with each of the 55 operating open-end
funds in the Fund Complex (the "Open-End Fund Complex"). Each trustee/director
who is not an affiliated person (as defined in the 1940 Act) of Van Kampen
Investments, the Advisers or the Distributor (each a "Non-Affiliated Trustee")
is compensated by an annual retainer and

B-18

meeting fees for services to the funds in the Open-End Fund Complex. Each fund
in the Open-End Fund Complex provides a deferred compensation plan to its
Non-Affiliated Trustees that allows trustees/directors to defer receipt of their
compensation and earn a return on such deferred amounts. Deferring compensation
has the same economic effect as if the Non-Affiliated Trustee reinvested his or
her compensation into the funds. Each fund in the Open-End Fund Complex provides
a retirement plan to its Non-Affiliated Trustees that provides Non-Affiliated
Trustees with compensation after retirement, provided that certain eligibility
requirements are met as more fully described below.

The compensation of each Non-Affiliated Trustee for the Open-End Fund
Complex includes an annual retainer in an amount equal to $50,000 per calendar
year, due in four quarterly installments on the first business day of each
quarter. Payment of the annual retainer is allocated among the funds in the
Open-End Fund Complex on the basis of the relative net assets of each fund as of
the last business day of the preceding calendar quarter. The compensation of
each Non-Affiliated Trustee includes a per meeting fee from each fund in the
Open-End Fund Complex in the amount of $200 per quarterly or special meeting
attended by the Non-Affiliated Trustee, due on the date of the meeting, plus
reasonable expenses incurred by the Non-Affiliated Trustee in connection with
his or her services as a trustee/director, provided that no compensation will be
paid in connection with certain telephonic special meetings.

Under the deferred compensation plan, each Non-Affiliated Trustee generally
can elect to defer receipt of all or a portion of the compensation earned by
such Non-Affiliated Trustee until retirement. Amounts deferred are retained by
the Fund and earn a rate of return determined by reference to the return on the
common shares of the Fund or other funds in the Open-End Fund Complex as
selected by the respective Non-Affiliated Trustee, with the same economic effect
as if such Non-Affiliated Trustee had invested in one or more funds in the
Open-End Fund Complex. To the extent permitted by the 1940 Act, the Fund may
invest in securities of those funds selected by the Non-Affiliated Trustees in
order to match the deferred compensation obligation. The deferred compensation
plan is not funded and obligations thereunder represent general unsecured claims
against the general assets of the Fund.

Under the retirement plan, a Non-Affiliated Trustee who is receiving
compensation from the Fund prior to such Non-Affiliated Trustee's retirement,
has at least 10 years of service (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 equal to $2,500 per year for each of
the ten years following such retirement from the Fund. Non-Affiliated Trustees
retiring prior to the age of 60 or with fewer than 10 years but more than 5
years of service may receive reduced retirement benefits from the Fund. The
retirement plan contains an Open-End Fund Complex retirement benefit cap of
$60,000 per year.

B-19

Additional information regarding compensation and benefits for trustees is
set forth below for the periods described in the notes accompanying the table.

COMPENSATION TABLE

Open-End Fund Complex
-------------------------------------------------
Aggregate Aggregate
Pension or Estimated Total
Retirement Maximum Annual Compensation
Aggregate Benefits Benefits from the before Deferral
Compensation Accrued as Open-End Fund from Open-End
from the Part of Complex Upon Fund
Name(1) Trust(2) Expenses(3) Retirement(4) Complex(5)
------- ------------ ----------- ----------------- ---------------

J. Miles Branagan $1,447 $55,340 $60,000 $124,400
Jerry D. Choate 1,447 19,952 60,000 112,000
Linda Hutton Heagy 1,447 5,454 60,000 112,000
R. Craig Kennedy 1,447 3,654 60,000 124,400
Jack E. Nelson 1,447 27,520 60,000 124,400
Wayne W. Whalen 1,447 18,424 60,000 124,400(5)
Suzanne H. Woolsey 1,447 12,355 60,000 124,400

------------------------------------

(1) Trustees not eligible for compensation are not included in the Compensation
Table. Philip B. Rooney resigned as a member of the Board of Trustees of the
Fund and other funds in the Open-End Fund Complex on March 27, 2002.

(2) The amounts shown in this column represent the aggregate compensation before
deferral with respect to the Fund's fiscal year ended August 31, 2002. The
following trustees deferred compensation from the Fund during the fiscal
year ended August 31, 2002: Mr. Branagan, $1,447; Mr. Choate, $1,447; Ms.
Heagy, $1,447; Mr. Kennedy, $376; Mr. Nelson, $1,447; and Mr. Whalen,
$1,447. Amounts deferred are retained by the Fund and earn a rate of return
determined by reference to either the return on the common shares of the
Fund or other funds in the Open-End Fund Complex as selected by the
respective Non-Affiliated Trustee, with the same economic effect as if such
Non-Affiliated Trustee had invested in one or more funds in the Open-End
Fund Complex. To the extent permitted by the 1940 Act, each fund may invest
in securities of those funds selected by the Non-Affiliated Trustees in
order to match the deferred compensation obligation. The cumulative deferred
compensation (including interest) accrued with respect to each trustee,
including former trustees, from the Fund as of August 31, 2002 is as
follows: Mr. Branagan, $15,364; Mr. Choate, $4,788; Ms. Heagy, $7,733; Mr.
Kennedy, $7,116; Mr. Miller, $1,192; Mr. Nelson, $15,371; Mr. Rees, $26,027;
Mr. Robinson, $2,221; Mr. Rooney, $6,977; Mr. Sisto, $35,919; and Mr.
Whalen, $11,781. The deferred compensation plan is described above the
Compensation Table.

(3) The amounts shown in this column represent the sum of the retirement
benefits accrued by the operating funds in the Open-End Fund Complex for
each of the trustees for the funds' respective fiscal years ended in 2001.
The retirement plan is described above the Compensation Table.

(4) For each trustee, this is the sum of the estimated maximum annual benefits
payable by the funds in the Open-End Fund Complex for each year of the
10-year period commencing in the year of such trustee's anticipated
retirement. The retirement plan is described above the Compensation Table.

(5) The amounts shown in this column represent the aggregate compensation paid
by all of the funds in the Open-End Fund Complex as of December 31, 2001
before deferral by the trustees under the deferred compensation plan.
Because the funds in the Open-End Fund Complex have different fiscal year
ends, the amounts shown in this column are presented on a calendar year
basis. Certain trustees deferred all or a portion of their aggregate
compensation from the Open-End Fund Complex during the calendar year ended
December 31, 2001. The deferred compensation earns a rate of return
determined by reference to the return on the shares of the funds in the
Open-End Fund Complex as selected by the respective Non-Affiliated Trustee,
with the same economic effect as if such Non-Affiliated Trustee had invested
in one or

B-20

more funds in the Open-End Fund Complex. To the extent permitted by the 1940
Act, the Fund may invest in securities of those investment companies
selected by the Non-Affiliated Trustees in order to match the deferred
compensation obligation. The Advisers and their affiliates also serve as
investment adviser for other investment companies; however, with the
exception of Mr. Whalen, the Non-Affiliated Trustees were not trustees of
such investment companies. Combining the Open-End Fund Complex with other
investment companies advised by the Advisers and their affiliates, Mr.
Whalen earned Total Compensation of $276,650 during the calendar year ended
December 31, 2001.

During the Fund's last fiscal year, the Board of Trustees had three
standing committees (an audit committee, a brokerage and services committee and
a retirement plan committee) and one ad hoc committee (a nominating committee).
Each committee is comprised of trustees who are not "interested persons" of the
Fund (as defined by the 1940 Act) (referred to herein as "Independent Trustees"
or "non-interested trustees").

The Board's audit committee consists of J. Miles Branagan, Jerry D. Choate
and R. Craig Kennedy. The audit committee makes recommendations to the Board of
Trustees concerning the selection of the Fund's independent public auditors,
reviews with such auditors the scope and results of the Fund's annual audit and
considers any comments which the auditors may have regarding the Fund's
financial statements, books of account or internal controls.

The Board's brokerage and services committee consists of Linda Hutton
Heagy, Jack E. Nelson and Suzanne H. Woolsey. The brokerage and services
committee reviews the Fund's allocation of brokerage transactions and
soft-dollar practices and reviews the transfer agency and shareholder servicing
arrangements with Investor Services. The Board's retirement plan committee
consists of Linda Hutton Heagy, R. Craig Kennedy and Jack E. Nelson. The
retirement plan committee is responsible for reviewing the terms of the Fund's
retirement plan and reviews any administrative matters which arise with respect
thereto. During the Fund's last fiscal year, the audit committee of the Board
held three meetings and the brokerage and services committee of the Board held
six meetings. The retirement plan committee of the Board does not meet on a
regular basis, but does meet on an ad hoc basis as necessary to administer the
retirement plan.

The non-interested trustees of the Fund who are not "interested persons" of
the Fund select and nominate any other non-interested trustees of the Fund. The
Board has an ad hoc nominating committee currently consisting of J. Miles
Branagan, Linda Hutton Heagy and R. Craig Kennedy. While the non-interested
trustees of the Fund expect to be able to continue to identify from their own
resources an ample number of qualified candidates for the Board of Trustees as
they deem appropriate, they will review nominations from shareholders to fill
any vacancies. Nominations from shareholders should be in writing and addressed
to the non-interested trustees at the Fund's office.

In addition to deferred compensation balances as described in the
Compensation Table, as of December 31, 2001, the most recently completed
calendar year prior to the date of this Statement of Additional Information,
each trustee of the Fund beneficially owned equity securities of the Fund and of
all of the funds in the Open-End Fund Complex overseen by the trustee in the
dollar range amounts specified below.

2001 TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES

INDEPENDENT TRUSTEES

TRUSTEE
------------------------------------------------------------------
BRANAGAN CHOATE HEAGY KENNEDY NELSON WOOLSEY
-------- ------ ----- ------- ------ -------

DOLLAR RANGE OF EQUITY SECURITIES IN THE HIGH INCOME
CORPORATE BOND FUND..................................... $50,001- none $1-$10,000 $1-$10,000 none none
$100,000
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN
THE OPEN-END FUND COMPLEX............................... over $10,001- $10,001- over none $10,001-
$100,000 $50,000 $50,000 $100,000 $50,000

B-21

INTERESTED TRUSTEES

TRUSTEE
---------------------------------------------
MERIN POWERS WHALEN
----- ------ ------

DOLLAR RANGE OF EQUITY SECURITIES IN THE HIGH INCOME
CORPORATE BOND FUND....................................... none none $1-10,000
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN THE
OPEN-END FUND COMPLEX..................................... over $100,000 over $100,000 over $100,000

As of December 3, 2002, the trustees and officers of the Fund as a group
owned less than 1% of the shares of the Fund.

The Fund, the Adviser and the Distributor have adopted a Code of Ethics
(the "Code of Ethics") that sets forth general and specific standards relating
to the securities trading activities of their employees. The Code of Ethics does
not prohibit employees from acquiring securities that may be purchased or held
by the Fund, but is intended to ensure that all employees conduct their personal
transactions in a manner that does not interfere with the portfolio transactions
of the Fund or other Van Kampen funds, or that such employees take unfair
advantage of their relationship with the Fund. Among other things, the Code of
Ethics prohibits certain types of transactions absent prior approval, imposes
various trading restrictions (such as time periods during which personal
transactions may or may not be made) and requires quarterly reporting of
securities transactions and other reporting matters. All reportable securities
transactions and other required reports are to be reviewed by appropriate
personnel for compliance with the Code of Ethics. Additional restrictions apply
to portfolio managers, traders, research analysts and others who may have access
to nonpublic information about the trading activities of the Fund or other Van
Kampen funds or who otherwise are involved in the investment advisory process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.

INVESTMENT ADVISORY AGREEMENT

The Fund and the Adviser are parties to an investment advisory agreement
(the "Advisory Agreement"). Under the Advisory Agreement, the Fund retains the
Adviser to manage the investment of the Fund's assets, including the placing of
orders for the purchase and sale of portfolio securities. The Adviser obtains
and evaluates economic, statistical and financial information to formulate
strategy and implement the Fund's investment objectives. The Adviser also
furnishes offices, necessary facilities and equipment, provides administrative
services to the Fund, renders periodic reports to the Fund's Board of Trustees,
and permits its officers and employees to serve without compensation as trustees
of the Trust or officers of the Fund if elected to such positions. The Fund,
however, bears the costs of its day-to-day operations, including service fees,
distribution fees, custodian fees, legal and independent auditor fees, the costs
of reports and proxies to shareholders, compensation of trustees of the Fund
(other than those who are affiliated persons of the Adviser, Distributor or Van
Kampen Investments) and all other ordinary business expenses not specifically
assumed by the Adviser. The Advisory Agreement also provides that the Adviser
shall not be liable to the Fund for any actions or omissions if it acted without
willful misfeasance, bad faith, negligence or reckless disregard of its
obligations under the Advisory Agreement.

The fee payable to the Adviser is reduced by any commissions, tender
solicitation and other fees, brokerage or similar payments received by the
Adviser or any other direct or indirect majority owned subsidiary of Van Kampen
Investments in connection with the purchase and sale of portfolio investments
less any direct expenses incurred by such subsidiary of Van Kampen Investments,
in connection with obtaining such commissions, fees, brokerage or similar
payments. The Adviser agrees to use its best efforts to recapture tender
solicitation fees and exchange offer fees for the Fund's benefit and to advise
the Trustees of the Fund of any other commissions, fees, brokerage or similar
payments which may be possible for the Adviser or any other direct or indirect
majority owned subsidiary of Van Kampen Investments to receive in connection
with the Fund's portfolio transactions or other arrangements which may benefit
the Fund.

The Advisory Agreement also provides that, in the event the ordinary
business expenses of the Fund for any fiscal year exceed the most restrictive
expense limitation applicable in the states where the Fund's shares

B-22

are qualified for sale, the compensation due the Adviser will be reduced by the
amount of such excess and that, if a reduction in and refund of the advisory fee
is insufficient, the Adviser will pay the Fund monthly an amount sufficient to
make up the deficiency, subject to readjustment during the year. Ordinary
business expenses include the investment advisory fee and other operating costs
paid by the Fund except (1) interest and taxes, (2) brokerage commissions, (3)
certain litigation and indemnification expenses as described in the Advisory
Agreement and (4) payments made by the Fund pursuant to the distribution plans.

The Advisory Agreement may be continued from year to year if specifically
approved at least annually (a)(i) by the Fund's Board of Trustees or (ii) by a
vote of a majority of the Fund's outstanding voting securities and (b) by a vote
of a majority of the Trustees who are not parties to the agreement or interested
persons of any such party by votes cast in person at a meeting called for such
purpose. The Advisory Agreement provides that it shall terminate automatically
if assigned and that it may be terminated without penalty by either party on 60
days' written notice.

In approving the Advisory Agreement, the Board of Trustees, including the
non-interested Trustees, considered the nature, quality and scope of the
services provided by the Adviser, the performance, fees and expenses of the Fund
compared to other similar investment companies, the Adviser's expenses in
providing the services and the profitability of the Adviser and its affiliated
companies. The Board of Trustees also reviewed the benefit to the Adviser of
receiving third party research paid for by Fund assets and the propriety of such
an arrangement and evaluated other benefits the Adviser derives from its
relationship with the Fund. The Board of Trustees considered the extent to which
any economies of scale experienced by the Adviser are shared with the Fund's
shareholders, and the propriety of existing and alternative breakpoints in the
Fund's advisory fee schedule. The Board of Trustees considered comparative
advisory fees of the Fund and other investment companies at different asset
levels, and considered the trends in the industry versus historical and
projected sales and redemptions of the Fund. The Board of Trustees reviewed
reports from third parties about the foregoing factors and considered changes,
if any, in such items since its previous approval. The Board of Trustees
discussed the financial strength of the Adviser and its affiliated companies and
the capability of the personnel of the Adviser. The Board of Trustees reviewed
the statutory and regulatory requirements for approval of advisory agreements.
The Board of Trustees, including the non-interested Trustees, evaluated all of
the foregoing and determined, in the exercise of its business judgment, that
approval of the Advisory Agreement was in the best interests of the Fund and its
shareholders.

During the fiscal years ended August 31, 2002, 2001 and 2000, the Adviser
received approximately $3,304,200, $3,871,800 and $4,421,600, respectively, in
advisory fees from the Fund.

OTHER AGREEMENTS

Accounting Services Agreement. The Fund has entered into an accounting
services agreement pursuant to which Advisory Corp. provides accounting services
to the Fund supplementary to those provided by the custodian. Such services are
expected to enable the Fund to more closely monitor and maintain its accounts
and records. The Fund pays all costs and expenses related to such services,
including all salary and related benefits of accounting personnel, as well as
the overhead and expenses of office space and the equipment necessary to render
such services. The Fund shares together with the other Van Kampen funds in the
cost of providing such services with 25% of such costs shared proportionately
based on the respective number of classes of securities issued per fund and the
remaining 75% of such costs based proportionately on the respective net assets
per fund.

During the fiscal years ended August 31, 2002, 2001 and 2000, Advisory
Corp. received approximately $48,300, $47,200 and $54,000, respectively, in
accounting services fees from the Fund.

DISTRIBUTION AND SERVICE

The Distributor acts as the principal underwriter of the Fund's shares
pursuant to a written agreement (the "Distribution and Service Agreement"). The
Distributor has the exclusive right to distribute shares of the Fund through
authorized dealers on a continuous basis. The Distributor's obligation is an
agency or "best
B-23

efforts" arrangement under which the Distributor is required to take and pay for
only such shares of the Fund as may be sold to the public. The Distributor is
not obligated to sell any stated number of shares. The Distributor bears the
cost of printing (but not typesetting) prospectuses used in connection with this
offering and certain other costs including the cost of supplemental sales
literature and advertising. The Distribution and Service Agreement is renewable
from year to year if approved (a)(i) by the Fund's Board of Trustees or (ii) by
a vote of a majority of the Fund's outstanding voting securities and (b) by a
vote of a majority of Trustees who are not parties to the Distribution and
Service Agreement or interested persons of any party, by votes cast in person at
a meeting called for such purpose. The Distribution and Service Agreement
provides that it will terminate if assigned, and that it may be terminated
without penalty by either party on 90 days' written notice. Total underwriting
commissions on the sale of shares of the Fund for the last three fiscal years
are shown in the chart below.

AMOUNTS
TOTAL UNDERWRITING RETAINED
COMMISSIONS BY DISTRIBUTOR
------------------ --------------

Fiscal year ended August 31, 2002........................... $1,024,923 $102,879
Fiscal year ended August 31, 2001........................... $1,352,973 $154,571
Fiscal year ended August 31, 2000........................... $1,241,850 $146,381

With respect to sales of Class A Shares of the Fund, the total sales
charges and concessions reallowed to authorized dealers at the time of purchase
are as follows:

CLASS A SHARES SALES CHARGE TABLE

TOTAL SALES CHARGE
--------------------------- REALLOWED
AS % OF AS % OF TO DEALERS
OFFERING NET AMOUNT AS A % OF
SIZE OF INVESTMENT PRICE INVESTED OFFERING PRICE)
------------------ -------- ---------- ---------------

Less than $100,000................................... 4.75% 4.99% 4.25%
$100,000 but less than $250,000...................... 3.75% 3.90% 3.25%
$250,000 but less than $500,000...................... 2.75% 2.83% 2.25%
$500,000 but less than $1,000,000.................... 2.00% 2.04% 1.75%
$1,000,000 or more................................... * * *

------------------------------------

* No sales charge is payable at the time of purchase on investments of $1
million or more, although the Fund may impose a contingent deferred sales
charge of 1.00% on certain redemptions made within one year of the purchase.
The one-year period ends on the first business day of the thirteenth month
after the purchase date. A commission or transaction fee will be paid by the
Distributor at the time of purchase directly out of the Distributor's assets
(and not out of the Fund's assets) to authorized dealers who initiate and are
responsible for purchases of $1 million or more computed on a percentage of
the dollar value of such shares sold as follows: 1.00% on sales to $2 million,
plus 0.80% on the next $1 million and 0.50% on the excess over $3 million. For
single purchases of $20 million or more by an individual retail investor, the
Distributor will pay, at the time of purchase and directly out of the
Distributor's assets (and not out of the Fund's assets), a commission or
transaction fee of 1.00% to authorized dealers who initiate and are
responsible for such purchases. The commission or transaction fee of 1.00%
will be computed on a percentage of the dollar value of such shares sold.

With respect to sales of Class B Shares and Class C Shares of the Fund, a
commission or transaction fee generally will be paid by the Distributor at the
time of purchase directly out of the Distributor's assets (and not out of the
Fund's assets) to authorized dealers who initiate and are responsible for such
purchases computed based on a percentage of the dollar value of such shares sold
of 4.00% on Class B Shares and 1.00% on Class C Shares.

Proceeds from any contingent deferred sales charge and any distribution
fees on Class B Shares and Class C Shares of the Fund are paid to the
Distributor and are used by the Distributor to defray its distribution related
expenses in connection with the sale of the Fund's shares, such as the payment
to authorized dealers for selling such shares. With respect to Class C Shares,
the authorized dealers generally are paid the ongoing

B-24

commission and transaction fees of up to 0.75% of the average daily net assets
of the Fund's Class C Shares annually commencing in the second year after
purchase.

In addition to reallowances or commissions described above, the Distributor
may from time to time implement programs under which an authorized dealer's
sales force may be eligible to win nominal awards for certain sales efforts or
under which the Distributor will reallow to any authorized dealer that sponsors
sales contests or recognition programs conforming to criteria established by the
Distributor, or participates in sales programs sponsored by the Distributor, an
amount not exceeding the total applicable sales charges on the sales generated
by the authorized dealer at the public offering price during such programs.
Also, the Distributor in its discretion may from time to time, pursuant to
objective criteria established by the Distributor, pay fees to, and sponsor
business seminars for, qualifying authorized dealers for certain services or
activities which are primarily intended to result in sales of shares of the Fund
or other Van Kampen funds. Fees may include payment for travel expenses,
including lodging, incurred in connection with trips taken by invited registered
representatives for meetings or seminars of a business nature. In some instances
additional compensation or promotional incentives may be offered to brokers,
dealers or financial intermediaries that have sold or may sell significant
amounts of shares during specified periods of time. The Distributor may provide
additional compensation to Edward D. Jones & Co. or an affiliate thereof based
on a combination of its quarterly sales of shares of the Fund and other Van
Kampen funds and increases in net assets of the Fund and other Van Kampen funds
over specified thresholds. All of the foregoing payments are made by the
Distributor out of its own assets. Such fees paid for such services and
activities with respect to the Fund will not exceed in the aggregate 1.25% of
the average total daily net assets of the Fund on an annual basis. These
programs will not change the price an investor will pay for shares or the amount
that a Fund will receive from such sale.

The Fund has adopted a distribution plan (the "Distribution Plan") with
respect to each of its Class A Shares, Class B Shares and Class C Shares
pursuant to Rule 12b-1 under the 1940 Act. The Fund also adopted a service plan
(the "Service Plan") with respect to each of its Class A Shares, Class B Shares
and Class C Shares. The Distribution Plan and the Service Plan sometimes are
referred to herein as the "Plans." The Plans provide that the Fund may spend a
portion of the Fund's average daily net assets attributable to each such class
of shares in connection with distribution of the respective class of shares and
in connection with the provision of ongoing services to shareholders of such
class, respectively. The Distribution Plan and the Service Plan are being
implemented through the Distribution and Service Agreement with the Distributor
of each such class of the Fund's shares, sub-agreements between the Distributor
and members of the NASD who are acting as securities dealers and NASD members or
eligible non-members who are acting as brokers or agents and similar agreements
between the Fund and financial intermediaries who are acting as brokers
(collectively, "Selling Agreements") that may provide for their customers or
clients certain services or assistance, which may include, but not be limited
to, processing purchase and redemption transactions, establishing and
maintaining shareholder accounts regarding the Fund, and such other services as
may be agreed to from time to time and as may be permitted by applicable
statute, rule or regulation. Brokers, dealers and financial intermediaries that
have entered into sub-agreements with the Distributor and sell shares of the
Fund are referred to herein as "financial intermediaries."

Certain financial intermediaries may be prohibited under law from providing
certain underwriting or distribution services. If a financial intermediary was
prohibited from acting in any capacity or providing any of the described
services, the Distributor would consider what action, if any, would be
appropriate. The Distributor does not believe that termination of a relationship
with a financial intermediary would result in any material adverse consequences
to the Fund.

The Distributor must submit quarterly reports to the Fund's Board of
Trustees setting forth separately by class of shares all amounts paid under the
Distribution Plan and the purposes for which such expenditures were made,
together with such other information as from time to time is reasonably
requested by the Trustees. The Plans provide that they will continue in full
force and effect from year to year so long as such continuance is specifically
approved by a vote of the Trustees, and also by a vote of the disinterested
Trustees, cast in person at a meeting called for the purpose of voting on the
Plans. Each of the Plans may not be amended to increase materially the amount to
be spent for the services described therein with respect to any class of shares
without approval by a vote of a majority of the outstanding voting shares of
such class, and all material

B-25

amendments to either of the Plans must be approved by the Trustees and also by
the disinterested Trustees. Each of the Plans may be terminated with respect to
any class of shares at any time by a vote of a majority of the disinterested
Trustees or by a vote of a majority of the outstanding voting shares of such
class.

For Class A Shares in any given year in which the Plans are in effect, the
Plans generally provide for the Fund to pay the Distributor the lesser of (i)
the amount of the Distributor's actual expenses incurred during such year less
any deferred sales charges (if any) it received during such year (the "actual
net expenses") or (ii) the distribution and service fees at the rates specified
in the Prospectus (the "plan fees"). Therefore, to the extent the Distributor's
actual net expenses in a given year are less than the plan fees for such year,
the Fund only pays the actual net expenses. Alternatively, to the extent the
Distributor's actual net expenses in a given year exceed the plan fees for such
year, the Fund only pays the plan fees for such year. For Class A Shares, there
is no carryover of any unreimbursed actual net expenses to succeeding years.

The Plans for Class B Shares and Class C Shares are similar to the Plans
for Class A Shares, except that any actual net expenses which exceed plan fees
for a given year are carried forward and are eligible for payment in future
years by the Fund so long as the Plans remain in effect. Thus, for each of the
Class B Shares and Class C Shares, in any given year in which the Plans are in
effect, the Plans generally provide for the Fund to pay the Distributor the
lesser of (i) the applicable amount of the Distributor's actual net expenses
incurred during such year for such class of shares plus any actual net expenses
from prior years that are still unpaid by the Fund for such class of shares or
(ii) the applicable plan fees for such class of shares. Except as may be
mandated by applicable law, the Fund does not impose any limit with respect to
the number of years into the future that such unreimbursed actual net expenses
may be carried forward (on a Fund level basis). These unreimbursed actual net
expenses may or may not be recovered through plan fees or contingent deferred
sales charges in future years.

Because of fluctuations in net asset value, the plan fees with respect to a
particular Class B Share or Class C Share may be greater or less than the amount
of the initial commission (including carrying cost) paid by the Distributor with
respect to such share. In such circumstances, a shareholder of a share may be
deemed to incur expenses attributable to other shareholders of such class.

As of August 31, 2002, there were approximately $5,848,000 and $22,000 of
unreimbursed distribution-related expenses with respect to Class B Shares and
Class C Shares, respectively, representing approximately 3.46% and 0.06% of the
Fund's net assets attributable to Class B Shares and Class C Shares,
respectively. If the Plans are terminated or not continued, the Fund would not
be contractually obligated to pay the Distributor for any expenses not
previously reimbursed by the Fund or recovered through contingent deferred sales
charges.

For the fiscal year ended August 31, 2002, the Fund's aggregate expenses
paid under the Plans for Class A Shares were $864,376 or 0.24% of the Class A
Shares' average daily net assets. Such expenses were paid to reimburse the
Distributor for payments made to financial intermediaries for servicing Class A
shareholders and for administering the Class A Share Plans. For the fiscal year
ended August 31, 2002, the Fund's aggregate expenses paid under the Plans for
Class B Shares were $2,151,751 or 1.00% of the Class B Shares' average daily net
assets. Such expenses were paid to reimburse the Distributor for the following
payments: $1,595,155 for commissions and transaction fees paid to financial
intermediaries in respect of sales of Class B Shares of the Fund and $556,596
for fees paid to financial intermediaries for servicing Class B shareholders and
administering the Class B Share Plans. For the fiscal year ended August 31,
2002, the Fund's aggregate expenses paid under the Plans for Class C Shares were
$472,984 or 1.00% of the Class C Shares' average daily net assets. Such expenses
were paid to reimburse the Distributor for the following payments: $170,710 for
commissions and transaction fees paid to financial intermediaries in respect of
sales of Class C Shares of the Fund and $302,274 for fees paid to financial
intermediaries for servicing Class C shareholders and administering the Class C
Share Plans.

The Distributor has entered into agreements whereby certain shares of the
Fund will be offered pursuant to such firm's retirement plan alliance program(s)
with the following firms: (i) The Prudential Insurance Company of America, (ii)
Merrill Lynch Pierce, Fenner & Smith, Incorporated, (iii) Buck Consultants,
Inc., (iv) Vanguard Marketing Corporation (a wholly-owned subsidiary of The
Vanguard Group, Inc.),

B-26

(v) American Century Retirement Plan Services Inc., (vi) Fidelity Brokerage
Services, Inc. & National Financial Services Corporation, (vii) First Union
National Bank, (viii) Franklin Templeton, (ix) Great West Life & Annuity
Insurance Company/Benefits Corp Equities, Inc., (x) GoldK Investment Services,
Inc., (xi) Huntington Bank, (xii) Invesco Retirement Plan Services, (xiii)
Lincoln National Life Insurance Company, (xiv) Morgan Stanley DW Inc., (xv)
National Deferred Compensation, (xvi) Wells Fargo, N.A. on behalf of itself and
its Affiliated Banks, (xvii) Smith Barney, Inc., (xviii) SunGard Institutional
Brokerage Inc. and (xix) Union Bank of California, N.A. Trustees and other
fiduciaries of retirement plans seeking to invest in multiple fund families
through a broker-dealer retirement plan alliance program should contact the
firms mentioned above for further information concerning the program(s)
including, but not limited to, minimum size and operational requirements.

TRANSFER AGENT

The Fund's transfer agent, shareholder service agent and dividend
disbursing agent is Van Kampen Investor Services Inc. The transfer agency fees
are determined through negotiations with the Fund's Board of Trustees and are
based on competitive benchmarks.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

The Adviser is responsible for decisions to buy and sell securities for the
Fund, the selection of brokers and dealers to effect the transactions and the
negotiation of prices and any brokerage commissions on such transactions. While
the Adviser will be primarily responsible for the placement of the Fund's
portfolio business, the policies and practices in this regard are subject to
review by the Fund's Board of Trustees.

As most transactions made by the Fund are principal transactions at net
prices, the Fund generally incurs little or no brokerage costs. The portfolio
securities in which the fund invests are normally purchased directly from the
issuer or in the over-the-counter market from an underwriter or market maker for
the securities. Purchases from underwriters of portfolio securities include a
commission or concession paid by the issuer to the underwriter and purchases
from dealers serving as market makers include a spread or markup to the dealer
between the bid and asked price. Sales to dealers are effected at bid prices.
The Fund may also purchase certain money market instruments directly from an
issuer, in which case no commissions or discounts are paid, or may purchase and
sell listed securities on an exchange, which are effected through brokers who
charge a commission for their services.

The Adviser is responsible for placing portfolio transactions and does so
in a manner deemed fair and reasonable to the Fund and not according to any
formula. The primary consideration in all portfolio transactions is prompt
execution of orders in an effective manner at the most favorable price. In
selecting broker-dealers and in negotiating prices and any brokerage commissions
on such transactions, the Adviser considers the firm's reliability, integrity
and financial condition and the firm's execution capability, the size and
breadth of the market for the security, the size of and difficulty in executing
the order, and the best net price. There are many instances when, in the
judgment of the Adviser, more than one firm can offer comparable execution
services. In selecting among such firms, consideration may be given to those
firms which supply research and other services in addition to execution
services. The Adviser is authorized to pay higher commissions to brokerage firms
that provide it with investment and research information than to firms which do
not provide such services if the Adviser determines that such commissions are
reasonable in relation to the overall services provided. No specific value can
be assigned to such research services which are furnished without cost to the
Adviser. Since statistical and other research information is only supplementary
to the research efforts of the Adviser to the Fund and still must be analyzed
and reviewed by its staff, the receipt of research information is not expected
to reduce its expenses materially. The investment advisory fee is not reduced as
a result of the Adviser's receipt of such research services. Services provided
may include (a) furnishing advice as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; (b)
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts; and (c) effecting securities transactions and performing functions
incidental thereto (such as clearance, settlement and custody). Research
services furnished by firms through which the Fund
B-27

effects its securities transactions may be used by the Adviser in servicing all
of its advisory accounts; not all of such services may be used by the Adviser in
connection with the Fund.

The Adviser also may place portfolio transactions, to the extent permitted
by law, with brokerage firms affiliated with the Fund, the Adviser or the
Distributor and with brokerage firms participating in the distribution of the
Fund's shares if it reasonably believes that the quality of execution and the
commission are comparable to that available from other qualified firms.
Similarly, to the extent permitted by law and subject to the same considerations
on quality of execution and comparable commission rates, the Adviser may direct
an executing broker to pay a portion or all of any commissions, concessions or
discounts to a firm supplying research or other services.

The Adviser may place portfolio transactions at or about the same time for
other advisory accounts, including other investment companies. The Adviser seeks
to allocate portfolio transactions equitably whenever concurrent decisions are
made to purchase or sell securities for the Fund and another advisory account.
In some cases, this procedure could have an adverse effect on the price or the
amount of securities available to the Fund. In making such allocations among the
Fund and other advisory accounts, the main factors considered by the Adviser are
the respective sizes of the Fund and other advisory accounts, the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment, the size of
investment commitments generally held and opinions of the persons responsible
for recommending the investment.

Effective October 31, 1996, Morgan Stanley & Co. Incorporated ("Morgan
Stanley & Co.") became an affiliate of the Adviser. Effective May 31, 1997,
Morgan Stanley DW Inc. ("Morgan Stanley DW") became an affiliate of the Adviser.
The Fund's Board of Trustees has adopted certain policies incorporating the
standards of Rule 17e-1 issued by the SEC under the 1940 Act which require that
the commissions paid to affiliates of the Fund must be reasonable and fair
compared to the commissions, fees or other remuneration received or to be
received by other brokers in connection with comparable transactions involving
similar securities during a comparable period of time. The rule and procedures
also contain review requirements and require the Adviser to furnish reports to
the trustees and to maintain records in connection with such reviews. After
consideration of all factors deemed relevant, the trustees will consider from
time to time whether the advisory fee for the Fund will be reduced by all or a
portion of the brokerage commission paid to affiliated brokers.

The Fund paid the following commissions to all brokers and affiliated
brokers during the fiscal years shown:

AFFILIATED BROKERS
-------------------------------
ALL MORGAN MORGAN STANLEY
BROKERS STANLEY & CO. DW
------- ------------- --------------

Commissions paid:
Fiscal year ended August 31, 2002...................... $ 0 $0 $0
Fiscal year ended August 31, 2001...................... $ 1,616 $0 $0
Fiscal year ended August 31, 2000...................... $ 5,073 $0 $0
Fiscal year 2002 Percentages:
Commissions with affiliate to total commissions........ 0% 0%
Value of brokerage transactions with affiliate to total
transactions........................................ 0% 0%

During the fiscal year ended August 31, 2002, the Fund paid no brokerage
commissions to brokers selected primarily on the basis of research services
provided to the Adviser.

SHAREHOLDER SERVICES

The Fund offers a number of shareholder services designed to facilitate
investment in its shares at little or no extra cost to the investor. Below is a
description of such services. The following information supplements the section
in the Fund's Prospectus captioned "Shareholder Services."

B-28

INVESTMENT ACCOUNT

Each shareholder has an investment account under which the investor's
shares of the Fund are held by Investor Services, the Fund's transfer agent.
Investor Services performs bookkeeping, data processing and administrative
services related to the maintenance of shareholder accounts. Except as described
in the Prospectus and this Statement of Additional Information, after each share
transaction in an account, the shareholder receives a statement showing the
activity in the account. Each shareholder who has an account in any of the Van
Kampen funds will receive statements quarterly from Investor Services showing
any reinvestments of dividends and capital gain dividends and any other activity
in the account since the preceding statement. Such shareholders also will
receive separate confirmations for each purchase or sale transaction other than
reinvestment of dividends and capital gain dividends and systematic purchases or
redemptions. Additional shares may be purchased at any time through authorized
dealers or by mailing a check and detailed instructions directly to Investor
Services.

SHARE CERTIFICATES

Generally, the Fund will not issue share certificates. However, upon
written or telephone request to the Fund, a share certificate will be issued
representing shares (with the exception of fractional shares) of the Fund. A
shareholder will be required to surrender such certificates upon an exchange or
redemption of the shares represented by the certificate. In addition, if such
certificates are lost the shareholder must write to Van Kampen Funds Inc., c/o
Investor Services, PO Box 218256, Kansas City, MO 64121-8256, requesting an
"Affidavit of Loss" and obtain a Surety Bond in a form acceptable to Investor
Services. On the date the letter is received, Investor Services will calculate
the fee for replacing the lost certificate equal to no more than 1.50% of the
net asset value of the issued shares, and bill the party to whom the replacement
certificate was mailed.

RETIREMENT PLANS

Eligible investors may establish individual retirement accounts ("IRAs");
SEP; 401(k) plans; 403(b)(7) plans in the case of employees of public school
systems and certain non-profit organizations; or other pension or profit sharing
plans. Documents and forms containing detailed information regarding these plans
are available from the Distributor.

AUTOMATED CLEARING HOUSE ("ACH") DEPOSITS

Shareholders can use ACH to have redemption proceeds deposited
electronically into their bank accounts. Redemption proceeds transferred to a
bank account via the ACH plan are available to be credited to the account on the
second business day following normal payment. To utilize this option, the
shareholder's bank must be a member of ACH. In addition, the shareholder must
fill out the appropriate section of the account application form. The
shareholder must also include a voided check or deposit slip from the bank
account into which redemption proceeds are to be deposited together with the
completed application. Once Investor Services has received the application and
the voided check or deposit slip, such shareholder's designated bank account,
following any redemption, will be credited with the proceeds of such redemption.
Once enrolled in the ACH plan, a shareholder may terminate participation at any
time by writing Investor Services or by calling (800) 341-2911 ((800) 421-2833
for the hearing impaired).

DIVIDEND DIVERSIFICATION

A shareholder may elect, by completing the appropriate section of the
account application form or by calling (800) 341-2911 ((800) 421-2833 for the
hearing impaired), to have all dividends and capital gain dividends paid on a
class of shares of the Fund invested into shares of the same class of any of the
Participating Funds (as defined in the Prospectus) so long as the investor has a
pre-existing account for such class of shares of the other fund. Both accounts
must be of the same type, either non-retirement or retirement. If the accounts
are retirement accounts, they must both be for the same class and of the same
type of retirement plan (e.g. IRA, 403(b)(7), 401(k), Money Purchase and Profit
Sharing Keogh plans) and for the benefit of

B-29

the same individual. If a qualified, pre-existing account does not exist, the
shareholder must establish a new account subject to any requirements of the
Participating Fund into which distributions will be invested. Distributions are
invested into the selected Participating Fund, provided that shares of such
Participating Fund are available for sale, at its net asset value per share as
of the payable date of the distribution from the Fund.

SYSTEMATIC WITHDRAWAL PLAN

A shareholder may establish a monthly, quarterly, semiannual or annual
withdrawal plan if the shareholder owns shares in a single account valued at
$10,000 or more at the next determined net asset value per share at the time the
plan is established. If a shareholder owns shares in a single account valued at
$5,000 or more at the next determined net asset value per share at the time the
plan is established, the shareholder may establish a quarterly, semiannual or
annual withdrawal plan. This plan provides for the orderly use of the entire
account, not only the income but also the capital, if necessary. Each payment
represents the proceeds of a redemption of shares on which any capital gain or
loss will be recognized. The planholder may arrange for periodic checks in any
amount not less than $25. Such a systematic withdrawal plan may also be
maintained by an investor purchasing shares for a retirement plan and may be
established on a form made available by the Fund. See "Shareholder
Services -- Retirement Plans."

Class B Shareholders and Class C Shareholders who establish a systematic
withdrawal plan may redeem up to 12% annually of the shareholder's initial
account balance without incurring a contingent deferred sales charge. Initial
account balance means the amount of the shareholder's investment at the time the
election to participate in the plan is made.

Under the plan, sufficient shares of the Fund are redeemed to provide the
amount of the periodic withdrawal payment. Dividends and capital gain dividends
on shares held in accounts with systematic withdrawal plans are reinvested in
additional shares at the next determined net asset value per share. If periodic
withdrawals continuously exceed reinvested dividends and capital gain dividends,
the shareholder's original investment will be correspondingly reduced and
ultimately exhausted. Redemptions made concurrently with the purchase of
additional shares ordinarily will be disadvantageous to the shareholder because
of the duplication of sales charges. Any gain or loss realized by the
shareholder upon redemption of shares is a taxable event. The Fund reserves the
right to amend or terminate the systematic withdrawal program upon 30 days'
notice to its shareholders.

REINSTATEMENT PRIVILEGE

A Class A Shareholder or Class B Shareholder who has redeemed shares of the
Fund may reinstate any portion or all of the net proceeds of such redemption
(and may include that amount necessary to acquire a fractional share to round
off his or her purchase to the next full share) in Class A Shares of the Fund. A
Class C Shareholder who has redeemed shares of the Fund may reinstate any
portion or all of the net proceeds of such redemption (and may include that
amount necessary to acquire a fractional share to round off his or her purchase
to the next full share) in Class C Shares of the Fund with credit given for any
contingent deferred sales charge paid upon such redemption, provided that such
shareholder has not previously exercised this reinvestment privilege with
respect to Class C Shares of the Fund. Shares acquired in this manner will be
deemed to have the original cost and purchase date of the redeemed shares for
purposes of applying the CDSC-Class C (defined below) to subsequent redemptions.
Reinstatements are made at the net asset value per share (without sales charge)
next determined after the order is received, which must be made within 180 days
after the date of the redemption provided that shares of the Fund are available
for sale. Reinstatement at net asset value per share is also offered to
participants in those eligible retirement plans for repayment of principal (and
interest) on their borrowings on such plans provided that shares of the Fund are
available for sale.

B-30

REDEMPTION OF SHARES

Redemptions are not made on days during which the New York Stock Exchange
(the "Exchange") is closed. The right of redemption may be suspended and the
payment therefor may be postponed for more than seven days during any period
when (a) the Exchange is closed for other than customary weekends or holidays;
(b) the SEC determines trading on the Exchange is restricted; (c) the SEC
determines an emergency exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund to fairly determine the value of its net assets; or (d)
the SEC, by order, so permits.

In addition, if the Fund's Board of Trustees determines that payment wholly
or partly in cash would be detrimental to the best interests of the remaining
shareholders of the Fund, the Fund may pay the redemption proceeds in whole or
in part by a distribution-in-kind of portfolio securities held by the Fund in
lieu of cash in conformity with applicable rules of the SEC. A
distribution-in-kind may result in recognition by the shareholder of a gain or
loss for federal income tax purposes when such securities are distributed, and
the shareholder may have brokerage costs and a gain or loss for federal income
tax purposes upon the shareholder's disposition of such securities.

CONTINGENT DEFERRED SALES CHARGE-CLASS A

As described in the Fund's Prospectus under "Purchase of Shares -- Class A
Shares," there is no sales charge payable on Class A Shares at the time of
purchase on investments of $1 million or more, but a contingent deferred sales
charge ("CDSC-Class A") may be imposed on certain redemptions made within one
year of purchase. For purposes of the CDSC-Class A, when shares of a
Participating Fund are exchanged for shares of another Participating Fund, the
purchase date for the shares of the fund exchanged into will be assumed to be
the date on which shares were purchased in the fund from which the exchange was
made. If the exchanged shares themselves are acquired through an exchange, the
purchase date is assumed to carry over from the date of the original election to
purchase shares subject to a CDSC-Class A rather than a front-end load sales
charge. In determining whether a CDSC-Class A is payable, it is assumed that
shares being redeemed first are any shares in the shareholder's account not
subject to a contingent deferred sales charge followed by shares held the
longest in the shareholder's account. The contingent deferred sales charge is
assessed on an amount equal to the lesser of the then current market value or
the cost of the shares being redeemed. Accordingly, no sales charge is imposed
on increases in net asset value above the initial purchase price. In addition,
no sales charge is assessed on shares derived from reinvestment of dividends or
capital gain dividends.

WAIVER OF CLASS B AND CLASS C CONTINGENT DEFERRED SALES CHARGES

As described in the Fund's Prospectus under "Redemption of Shares,"
redemptions of Class B Shares and Class C Shares will be subject to a contingent
deferred sales charge ("CDSC-Class B and C"). The CDSC-Class B and C is waived
on redemptions of Class B Shares and Class C Shares in the circumstances
described below:

REDEMPTION UPON DEATH OR DISABILITY

The Fund will waive the CDSC-Class B and C on redemptions following the
death or disability of a Class B shareholder and Class C shareholder. An
individual will be considered disabled for this purpose if he or she meets the
definition thereof in Section 72(m)(7) of the Internal Revenue Code of 1986, as
amended (the "Code"), which in pertinent part defines a person as disabled if
such person "is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or to be of long-continued and indefinite duration."
While the Fund does not specifically adopt the balance of the Code's definition
which pertains to furnishing the Secretary of Treasury with such proof as he or
she may require, the Distributor will require satisfactory proof of death or
disability before it determines to waive the CDSC-Class B and C.

B-31

In cases of death or disability, the CDSC-Class B and C will be waived
where the decedent or disabled person is either an individual shareholder or
owns the shares as a joint tenant with right of survivorship or is the
beneficial owner of a custodial or fiduciary account, and where the redemption
is made within one year of the death or initial determination of disability.
This waiver of the CDSC-Class B and C applies to a total or partial redemption,
but only to redemptions of shares held at the time of the death or initial
determination of disability.

REDEMPTION IN CONNECTION WITH CERTAIN DISTRIBUTIONS FROM RETIREMENT PLANS

The Fund will waive the CDSC-Class B and C when a total or partial
redemption is made in connection with certain distributions from retirement
plans. The CDSC-Class B and C will be waived upon the tax-free rollover or
transfer of assets to another retirement plan invested in one or more
Participating Funds; in such event, as described below, the Fund will "tack" the
period for which the original shares were held on to the holding period of the
shares acquired in the transfer or rollover for purposes of determining what, if
any, CDSC-Class B and C is applicable in the event that such acquired shares are
redeemed following the transfer or rollover. The charge also will be waived on
any redemption which results from the return of an excess contribution or other
contribution pursuant to Code Section 408(d)(4) or (5), the return of excess
contributions or excess deferral amounts pursuant to Code Section 401(k)(8) or
402(g)(2), the financial hardship of the employee pursuant to U.S. Treasury
regulation Section 1.401(k)-1(d)(2) or the death or disability of the employee
(see Code Section 72(m)(7) and 72(t)(2)(A)(ii)). In addition, the charge will be
waived on any minimum distribution required to be distributed in accordance with
Code Section 401(a)(9).

The Fund does not intend to waive the CDSC-Class B and C for any
distributions from IRAs or other retirement plans not specifically described
above.

REDEMPTION PURSUANT TO THE FUND'S SYSTEMATIC WITHDRAWAL PLAN

A shareholder may elect to participate in a systematic withdrawal plan with
respect to the shareholder's investment in the Fund. Under the systematic
withdrawal plan, a dollar amount of a participating shareholder's investment in
the Fund will be redeemed systematically by the Fund on a periodic basis, and
the proceeds sent to the designated payee of record. The amount to be redeemed
and frequency of the systematic withdrawals will be specified by the shareholder
upon his or her election to participate in the systematic withdrawal plan.

The amount of the shareholder's investment in the Fund at the time the
election to participate in the systematic withdrawal plan is made with respect
to the Fund is hereinafter referred to as the "initial account balance." The
amount to be systematically redeemed from the Fund without the imposition of a
CDSC-Class B and C may not exceed a maximum of 12% annually of the shareholder's
initial account balance. The Fund reserves the right to change the terms and
conditions of the systematic withdrawal plan and the ability to offer the
systematic withdrawal plan.

NO INITIAL COMMISSION OR TRANSACTION FEE

The Fund will waive the CDSC-Class B and C in circumstances under which no
commission or transaction fee is paid to authorized dealers at the time of
purchase of shares. See "Purchase of Shares -- Waiver of Contingent Deferred
Sales Charge" in the Prospectus.

INVOLUNTARY REDEMPTIONS OF SHARES

The Fund reserves the right to redeem shareholder accounts with balances
of less than a specified dollar amount as set forth in the Prospectus. Prior to
such redemptions, shareholders will be notified in writing and allowed a
specified period of time to purchase additional shares to bring the value of the
account up to the required minimum balance. The Fund will waive the CDSC-Class
B and C upon such involuntary redemption.

B-32

REDEMPTION BY ADVISER

The Fund may waive the CDSC-Class B and C when a total or partial
redemption is made by the Adviser with respect to its investments in the Fund.

TAXATION

FEDERAL INCOME TAXATION OF THE FUND

The Fund has elected and qualified, and intends to continue to qualify each
year, to be treated as a regulated investment company under Subchapter M of the
Code. To qualify as a regulated investment company, the Fund must comply with
certain requirements of the Code relating to, among other things, the sources of
its income and diversification of its assets.

If the Fund so qualifies and distributes each year to its shareholders at
least 90% of its investment company taxable income (generally including ordinary
income and net short-term capital gain, but not net capital gain, which is the
excess of net long-term capital gain over net short-term capital loss) and meets
certain other requirements, it will not be required to pay federal income taxes
on any income it distributes to shareholders. The Fund intends to distribute at
least the minimum amount necessary to satisfy the 90% distribution requirement.
The Fund will not be subject to federal income tax on any net capital gain
distributed to shareholders.

To avoid a 4% excise tax, the Fund will be required to distribute, by
December 31st of each year, at least an amount equal to the sum of (i) 98% of
its ordinary income for such year and (ii) 98% of its capital gain net income
(the latter of which generally is computed on the basis of the one-year period
ending on October 31st of such year), plus any amounts that were not distributed
in previous taxable years. For purposes of the excise tax, any ordinary income
or capital gain net income retained by, and subject to federal income tax in the
hands of, the Fund will be treated as having been distributed.

If the Fund failed to qualify as a regulated investment company or failed
to satisfy the 90% distribution requirement in any taxable year, the Fund would
be taxed as an ordinary corporation on its taxable income (even if such income
were distributed to its shareholders) and all distributions out of earnings and
profits would be taxed to shareholders as ordinary income. In addition, the Fund
could be required to recognize unrealized gains, pay taxes and make
distributions (which could be subject to interest charges) before requalifying
for taxation as a regulated investment company.

Some of the Fund's investment practices are subject to special provisions
of the Code that may, among other things, (i) disallow, suspend or otherwise
limit the allowance of certain losses or deductions, (ii) convert lower taxed
long-term capital gain into higher taxed short-term capital gain or ordinary
income, (iii) convert an ordinary loss or a deduction into a capital loss (the
deductibility of which is more limited) and/or (iv) cause the Fund to recognize
income or gain without a corresponding receipt of cash with which to make
distributions in amounts necessary to satisfy the 90% distribution requirement
and the distribution requirements for avoiding income and excise taxes. The Fund
will monitor its transactions and may make certain tax elections to mitigate the
effect of these rules and prevent disqualification of the Fund as a regulated
investment company.

B-33

DISTRIBUTIONS TO SHAREHOLDERS

Distributions of the Fund's investment company taxable income are taxable
to shareholders as ordinary income to the extent of the Fund's earnings and
profits, whether paid in cash or reinvested in additional shares. Distributions
of the Fund's net capital gain as capital gain dividends, if any, are taxable to
shareholders as long-term capital gains regardless of the length of time shares
of the Fund have been held by such shareholders. Distributions in excess of the
Fund's earnings and profits will first reduce the adjusted tax basis of a
shareholder's shares and, after such adjusted tax basis is reduced to zero, will
constitute capital gains to such shareholder (assuming such shares are held as a
capital asset). For a summary of the maximum tax rates applicable to capital
gains (including capital gain dividends), see "Capital Gains Rates" below.
Tax-exempt shareholders not subject to federal income tax on their income
generally will not be taxed on distributions from the Fund.

Shareholders receiving distributions in the form of additional shares
issued by the Fund will be treated for federal income tax purposes as receiving
a distribution in an amount equal to the fair market value of the shares
received, determined as of the distribution date. The basis of such shares will
equal their fair market value on the distribution date.

The Fund will inform shareholders of the source and tax status of all
distributions promptly after the close of each calendar year. Distributions from
the Fund generally will not be eligible for the corporate dividends received
deduction.

Although dividends generally will be treated as distributed when paid,
dividends declared in October, November or December, payable to shareholders of
record on a specified date in such month and paid during January of the
following year will be treated as having been distributed by the Fund and
received by the shareholders on the December 31st prior to the date of payment.
In addition, certain other distributions made after the close of a taxable year
of the Fund may be "spilled back" and treated as paid by the Fund (except for
purposes of the 4% excise tax) during such taxable year. In such case,
shareholders will be treated as having received such dividends in the taxable
year in which the distribution was actually made.

Income from investments in foreign securities received by the Fund may be
subject to income, withholding or other taxes imposed by foreign countries and
U.S. possessions. Such taxes will not be deductible or creditable by
shareholders. Tax conventions between certain countries and the United States
may reduce or eliminate such taxes.

Certain foreign currency gains or losses attributable to currency exchange
rate fluctuations are treated as ordinary income or loss. Such income or loss
may increase or decrease (or possibly eliminate) the Fund's income available for
distribution. If, under the rules governing the tax treatment of foreign
currency gains and losses, the Fund's income available for distribution is
decreased or eliminated, all or a portion of the dividends declared by the Fund
may be treated for federal income tax purposes as a return of capital or, in
some circumstances, as capital gains. Generally, a shareholder's tax basis in
Fund shares will be reduced to the extent that an amount distributed to such
shareholder is treated as a return of capital.

SALE OF SHARES

The sale of shares (including transfers in connection with a redemption or
repurchase of shares) may be a taxable transaction for federal income tax
purposes. Selling shareholders will generally recognize a gain or loss in an
amount equal to the difference between their adjusted tax basis in the shares
sold and the amount received. If the shares are held as a capital asset, the
gain or loss will be a capital gain or loss. For a summary of the maximum tax
rates applicable to capital gains, see "Capital Gains Rates" below. Any loss
recognized upon a taxable disposition of shares held for six months or less will
be treated as a long-term capital loss to the extent of any capital gain
dividends received with respect to such shares. For purposes of determining
whether shares have been held for six months or less, the holding period is
suspended for any periods during which the shareholder's risk of loss is
diminished as a result of holding one or more other positions in substantially
similar or related property or through certain options or short sales.

B-34

CAPITAL GAINS RATES

The maximum tax rate applicable to net capital gains recognized by
individuals and other non-corporate taxpayers investing in the Fund is (i) the
same as the maximum ordinary income tax rate for capital assets held for one
year or less or (ii) 20% for capital assets held for more than one year. The
maximum long-term capital gains rate for corporations is 35%.

WITHHOLDING ON PAYMENTS TO NON-U.S. SHAREHOLDERS

For purposes of this and the following paragraphs, a "Non-U.S. Shareholder"
shall include any shareholder who is not:

- an individual who is a citizen or resident of the United States;

- a corporation or partnership created or organized under the laws of the
United States or any state or political subdivision thereof;

- an estate, the income of which is subject to U.S. federal income taxation
regardless of its source; or

- a trust that (i) is subject to the primary supervision of a U.S. court
and which has one or more U.S. fiduciaries who have the authority to
control all substantial decisions of the trust, or (ii) has a valid
election in effect under applicable U.S. Treasury regulations to be
treated as a U.S. person.

A Non-U.S. Shareholder generally will be subject to withholding of U.S.
federal income tax at a 30% rate (or lower applicable treaty rate), rather than
backup withholding (discussed below), on dividends from the Fund (other than
capital gain dividends) that are not "effectively connected" with a U.S. trade
or business carried on by such shareholder, provided that the shareholder
furnishes to the Fund a properly completed Internal Revenue Service ("IRS") Form
W-8BEN certifying the shareholder's non-United States status.

Non-effectively connected capital gain dividends and gains realized from
the sale of shares will not be subject to U.S. federal income tax in the case of
(i) a Non-U.S. Shareholder that is a corporation and (ii) an individual Non-U.S.
Shareholder who is not present in the United States for more than 182 days
during the taxable year (assuming that certain other conditions are met).
However, certain Non-U.S. Shareholders may nonetheless be subject to backup
withholding and information reporting on capital gain dividends and redemption
gross proceeds paid to them upon the sale of their shares. See "Backup
Withholding" and "Information Reporting" below.

If income from the Fund or gains realized from the sale of shares are
effectively connected with a Non-U.S. Shareholder's U.S. trade or business, then
such amounts will not be subject to the 30% withholding described above, but
rather will be subject to U.S. federal income tax on a net basis at the tax
rates applicable to U.S. citizens and residents or domestic corporations. To
establish that income from the Fund or gains realized from the sale of shares
are effectively connected with a U.S. trade or business, a Non-U.S. Shareholder
must provide the Fund with a properly completed IRS Form W-8ECI certifying that
such amounts are effectively connected with the Non-U.S. Shareholder's U.S.
trade or business. Non-U.S. Shareholders that are corporations may also be
subject to an additional "branch profits tax" with respect to income from the
Fund that is effectively connected with a U.S. trade or business.

The tax consequences to a Non-U.S. Shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described in
this section. To claim tax treaty benefits Non-U.S. Shareholders will be
required to provide the Fund with a properly completed IRS Form W-8BEN
certifying their entitlement to the benefits. In addition, in certain cases
where payments are made to a Non-U.S. Shareholder that is a partnership or other
pass-through entity, both the entity and the persons holding an interest in the
entity will need to provide certification. For example, an individual Non-U.S.
Shareholder who holds shares in the Fund through a non-U.S. partnership must
provide an IRS Form W-8BEN to claim the benefits of an applicable tax treaty.
Non-U.S. Shareholders are advised to consult their advisers with respect to the
tax implications of purchasing, holding and disposing of shares of the Fund.

B-35

BACKUP WITHHOLDING

The Fund may be required to withhold federal income tax ("backup
withholding") from dividends and redemption proceeds paid to non-corporate
shareholders. This tax may be withheld from dividends paid to a shareholder
(other than a Non-U.S. Shareholder) if (i) the shareholder fails to properly
furnish the Fund with its correct taxpayer identification number, (ii) the IRS
notifies the Fund that the shareholder has failed to properly report certain
interest and dividend income to the IRS and to respond to notices to that effect
or (iii) when required to do so, the shareholder fails to certify that the
taxpayer identification number provided is correct, that the shareholder is not
subject to backup withholding and that the shareholder is a U.S. person (as
defined for U.S. federal income tax purposes). Redemption proceeds may be
subject to backup withholding under the circumstances described in (i) above.

Generally, dividends paid to Non-U.S. Shareholders that are subject to the
30% federal income tax withholding described above under "Withholding on
Payments to Non-U.S. Shareholders" are not subject to backup withholding. To
avoid backup withholding on capital gain dividends and redemption proceeds from
the sale of shares, Non-U.S. Shareholders must provide a properly completed IRS
Form W-8BEN certifying their non-United States status.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from payments made to a shareholder may be refunded or
credited against such shareholder's U.S. federal income tax liability, if any,
provided that the required information is furnished to the IRS.

INFORMATION REPORTING

The Fund must report annually to the IRS and to each shareholder (other
than a Non-U.S. Shareholder) the amount of dividends, capital gain dividends or
redemption proceeds paid to such shareholder and the amount, if any, of tax
withheld pursuant to backup withholding rules with respect to such amounts. In
the case of a Non-U.S. Shareholder, the Fund must report to the IRS and such
shareholder the amount of dividends, capital gain dividends or redemption
proceeds paid that are subject to withholding (including backup withholding, if
any) and the amount of tax withheld with respect to such amounts. This
information may also be made available to the tax authorities in the Non-U.S.
Shareholder's country of residence.

GENERAL

The federal income tax discussion set forth above is for general
information only. Shareholders and prospective investors should consult their
advisers regarding the specific federal tax consequences of purchasing, holding
and disposing of shares of the Fund, as well as the effects of state, local and
foreign tax law and any proposed tax law changes.

FUND PERFORMANCE

From time to time the Fund may advertise its total return for prior
periods. Any such advertisement would include at least average annual total
return quotations for one-year, five-year and ten-year periods (or life of the
Fund, if shorter). Other total return quotations, aggregate or average, over
other time periods may also be included.

The total return of the Fund for a particular period represents the
increase (or decrease) in the value of a hypothetical investment in the Fund
from the beginning to the end of the period. Total return is calculated by
subtracting the value of the initial investment from the ending value and
showing the difference as a percentage of the initial investment; the
calculation assumes the initial investment is made at the current maximum public
offering price (which includes the maximum sales charge for Class A Shares);
that all income dividends or capital gain dividends during the period are
reinvested in Fund shares at net asset value; and that any applicable contingent
deferred sales charge has been paid. The Fund's total return will vary depending
on market conditions, the securities comprising the Fund's portfolio, the Fund's
operating expenses and unrealized net capital gains or losses during the period.
Since Class A Shares of the Fund were offered at a maximum sales charge of 6.75%
prior to June 12, 1989, actual Fund total return would have been somewhat
B-36

less than that computed on the basis of the current maximum sales charge. Total
return is based on historical earnings and asset value fluctuations and is not
intended to indicate future performance. No adjustments are made to reflect any
income taxes payable by shareholders on dividends or capital gain dividends paid
by the Fund or to reflect that 12b-1 fees may have changed over time.

Average annual total return quotations are computed by finding the average
annual compounded rate of return over the period that would equate the initial
amount invested to the ending redeemable value.

The after-tax returns of the Fund may also be advertised or otherwise
reported. This is generally calculated in a manner similar to the compensation
of average annual total returns discussed above, except that the calculation
also reflects the effect of taxes on returns.

The Fund may, in supplemental sales literature, advertise non-standardized
total return figures representing the cumulative, non-annualized total return of
each class of shares of the Fund from a given date to a subsequent given date.
Cumulative non-standardized total return is calculated by measuring the value of
an initial investment in a given class of shares of the Fund at a given time,
deducting the maximum initial sales charge, if any, determining the value of all
subsequent reinvested distributions, and dividing the net change in the value of
the investment as of the end of the period by the amount of the initial
investment and expressing the result as a percentage. Non-standardized total
return will be calculated separately for each class of shares.

Non-standardized total return calculations do not reflect the imposition of
a contingent deferred sales charge, and if any contingent deferred sales charge
imposed at the time of redemption were reflected, it would reduce the
performance quoted.

In addition to total return information, the Fund may also advertise its
current "yield." Yield figures are based on historical earnings and are not
intended to indicate future performance. Yield is determined by analyzing the
Fund's net income per share for a 30-day (or one-month) period (which period
will be stated in the advertisement), and dividing by the maximum offering price
per share on the last day of the period. A "bond equivalent" annualization
method is used to reflect a semiannual compounding.

For purposes of calculating yield quotations, net income is determined by a
standard formula prescribed by the SEC to facilitate comparison with yields
quoted by other investment companies. Net income computed for this formula
differs from net income reported by the Fund in accordance with generally
accepted accounting principles and from net income computed for federal income
tax reporting purposes. Thus the yield computed for a period may be greater or
less than the Fund's then current dividend rate.

The Fund's yield is not fixed and will fluctuate in response to prevailing
interest rates and the market value of portfolio securities, and as a function
of the type of securities owned by the Fund, portfolio maturity and the Fund's
expenses.

Yield quotations should be considered relative to changes in the net asset
value of the Fund's shares, the Fund's investment policies, and the risks of
investing in shares of the Fund. The investment return and principal value of an
investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost.

Yield and total return are calculated separately for Class A Shares, Class
B Shares and Class C Shares of the Fund. Total return figures for Class A Shares
include the maximum sales charge. Total return figures for Class B Shares and
Class C Shares include any applicable contingent deferred sales charge. Because
of the differences in sales charges and distribution fees, the total returns for
each class of shares will differ.

From time to time, the Fund may include in its sales literature and
shareholder reports a quotation of the current "distribution rate" for each
class of shares of the Fund. Distribution rate is a measure of the level of
income and short-term capital gain dividends, if any, distributed for a
specified period. Distribution rate differs from yield, which is a measure of
the income actually earned by the Fund's investments, and from total return
which is a measure of the income actually earned by the Fund's investments plus
the effect of any realized and unrealized appreciation or depreciation of such
investments during a stated period. Distribution rate is, therefore, not
intended to be a complete measure of the Fund's performance. Distribution rate
may sometimes be greater than yield since, for instance, it may not include the
effect of amortization of bond premiums, and
B-37

may include non-recurring short-term capital gains and premiums from futures
transactions engaged in by the Fund. Distribution rates will be computed
separately for each class of the Fund's shares.

From time to time, marketing materials may provide a portfolio manager
update, an Adviser update and discuss general economic conditions and outlooks.
The Fund's marketing materials may also show the Fund's asset class
diversification, top sector holdings and largest holdings. Materials may also
mention how the Distributor believes the Fund compares relative to other Van
Kampen funds. Materials may also discuss the Dalbar Financial Services study
from 1984 to 1994 which studied investor cash flow into and out of all types of
mutual funds. The ten-year study found that investors who bought mutual fund
shares and held such shares outperformed investors who bought and sold. The
Dalbar study conclusions were consistent regardless of whether shareholders
purchased their fund shares in direct or sales force distribution channels. The
study showed that investors working with a professional representative have
tended over time to earn higher returns than those who invested directly. The
performance of the funds purchased by the investors in the Dalbar study and the
conclusions based thereon are not necessarily indicative of future performance
of such funds or conclusions that may result from similar studies in the future.
The Fund may also be marketed on the internet.

In reports or other communications to shareholders or in advertising
material, the Fund may compare its performance with that of other mutual funds
as listed in the rankings or ratings prepared by Lipper Analytical Services,
Inc., CDA, Morningstar Mutual Funds or similar independent services which
monitor the performance of mutual funds with the Consumer Price Index, Salomon
Brothers Corporate Bond Index, Shearson Lehman Corporate Bond Index, Merrill
Lynch Corporate Master Index, Merrill Lynch Corporate and Government Index,
Bloomberg Financial Markets Indices, other appropriate indices of investment
securities, or with investment or savings vehicles. The performance information
may also include evaluations of the Fund published by nationally recognized
ranking or rating services and by nationally recognized financial publications.
Such comparative performance information will be stated in the same terms in
which the comparative data or indices are stated. Such advertisements and sales
material may also include a yield quotation as of a current period. In each
case, such total return and yield information, if any, will be calculated
pursuant to rules established by the SEC and will be computed separately for
each class of the Fund's shares. For these purposes, the performance of the
Fund, as well as the performance of other mutual funds or indices, do not
reflect sales charges, the inclusion of which would reduce the Fund's
performance. The Fund will include performance data for each class of shares of
the Fund in any advertisement or information including performance data of the
Fund.

The Fund may also utilize performance information in hypothetical
illustrations. For example, the Fund may, from time to time: (1) illustrate the
benefits of tax-deferral by comparing taxable investments to investments made
through tax-deferred retirement plans; (2) illustrate in graph or chart form, or
otherwise, the benefits of dollar cost averaging by comparing investments made
pursuant to a systematic investment plan to investments made in a rising market;
(3) illustrate allocations among different types of mutual funds for investors
at different stages of their lives; and (4) in reports or other communications
to shareholders or in advertising material, illustrate the benefits of
compounding at various assumed rates of return.

The Fund's Annual Report and Semiannual Report contain additional
performance information. A copy of the Annual Report or Semiannual Report may be
obtained without charge by calling or writing the Fund at the telephone number
and address printed on the cover of this Statement of Additional Information.

CLASS A SHARES

The Fund's average annual total return assuming payment of the maximum
sales charge, for Class A Shares of the Fund for (i) the one-year period ended
August 31, 2002 was -19.73%, (ii) the five-year period ended August 31, 2002 was
-4.40% and (iii) the ten-year period ended August 31, 2002 was 2.98%.

The Fund's cumulative non-standardized total return, including payment of
the maximum sales charge, with respect to the Class A Shares from October 2,
1978 (commencement of distribution of Class A Shares of the Fund) to August 31,
2002 was 353.82%.

B-38

The Fund's cumulative non-standardized total return, excluding payment of
the maximum sales charge, with respect to the Class A Shares from October 2,
1978 (commencement of distribution of Class A Shares of the Fund) to August 31,
2002 was 376.60%.

CLASS B SHARES

The Fund's average annual total return for Class B Shares listed below
reflects the conversion of such shares into Class A Shares. Class B Shares
purchased before June 1, 1996, including Class B Shares received from
reinvestment of distributions through the dividend reinvestment plan on such
shares, automatically convert to Class A Shares six years after the end of the
calendar month in which the shares were purchased. Class B Shares purchased on
or after June 1, 1996, including Class B Shares received from reinvestment of
distributions through the dividend reinvestment plan on such shares, convert to
Class A Shares eight years after the end of the calendar year in which the
shares were purchased.

The Fund's average annual total return, assuming payment of the contingent
deferred sales charge, for Class B Shares of the Fund for (i) the one-year
period ended August 31, 2002 was -19.11%, (ii) the five-year period ended August
31, 2002 was -4.33% and (iii) the ten-year period ended August 31, 2002 was
3.26%.

The Fund's cumulative non-standardized total return, including payment of
the contingent deferred sales charge, with respect to the Class B Shares from
July 2, 1992 (commencement of distribution of Class B Shares of the Fund) to
August 31, 2002 was 38.57%.

The Fund's cumulative non-standardized total return, excluding payment of
the contingent deferred sales charge, with respect to the Class B Shares from
July 2, 1992 (commencement of distribution of Class B Shares of the Fund) to
August 31, 2002 was 38.57%.

CLASS C SHARES

The Fund's average annual total return, assuming payment of the contingent
deferred sales charge, for Class C Shares of the Fund for (i) the one-year
period ended August 31, 2002 was -16.79%, (ii) the five-year period ended August
31, 2002 was -4.18% and (iii) the approximately nine-year, one-month period
since July 6, 1993 (commencement of distribution of Class C Shares of the Fund)
through August 31, 2002 was 1.57%.

The Fund's cumulative non-standardized total return, including payment of
the contingent deferred sales charge, with respect to the Class C Shares from
July 6, 1993 (commencement of distribution of Class C Shares of the Fund) to
August 31, 2002 was 15.31%.

The Fund's cumulative non-standardized total return, excluding payment of
the contingent deferred sales charge, with respect to the Class C Shares from
July 6, 1993 (commencement of distribution of Class C Shares of the Fund) to
August 31, 2002 was 15.31%.

The annualized current yield for Class A Shares, Class B Shares and Class C
Shares of the Fund for the 30-day period ending August 31, 2002 was 12.11%,
11.77% and 11.89%, respectively. The yield for Class A Shares, Class B Shares
and Class C Shares is not fixed and will fluctuate in response to prevailing
interest rates and the market value of portfolio securities, and as a function
of the type of securities owned by the Fund, portfolio maturity and the Fund's
expenses.

These results are based on historical earnings and asset value fluctuations
and are not intended to indicate future performance. Such information should be
considered in light of the Fund's investment objectives and policies as well as
the risks incurred in the Fund's investment practices.

B-39

OTHER INFORMATION

CUSTODY OF ASSETS

Except for segregated assets held by a futures commission merchant pursuant
to rules and regulations promulgated under the 1940 Act, all securities owned by
the Fund and all cash, including proceeds from the sale of shares of the Fund
and of securities in the Fund's investment portfolio, are held by State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, as
custodian. The custodian also provides accounting services to the Fund.

SHAREHOLDER REPORTS

Semiannual statements are furnished to shareholders, and annually such
statements are audited by the independent auditors.

INDEPENDENT AUDITORS

Independent auditors for the Fund perform an annual audit of the Fund's
financial statements. The Fund's Board of Trustees has engaged Ernst & Young
LLP, located at 233 South Wacker Drive, Chicago, Illinois 60606, to be the
Fund's independent auditors.

LEGAL COUNSEL

Counsel to the Fund is Skadden, Arps, Slate, Meagher & Flom (Illinois).

B-40

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Trustees of Van Kampen High Income Corporate
Bond Fund

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Van Kampen High Income Corporate Bond Fund (the
"Fund"), as of August 31, 2002, and the related statement of operations for the
year then ended, the statements of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
three years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits. The financial highlights of the Fund for each of the two
years in the period ended August 31, 1999 were audited by other auditors whose
report dated October 6, 1999 expressed an unqualified opinion on those financial
highlights.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of securities owned as of August 31, 2002 by correspondence with
the custodian and brokers or by other appropriate auditing procedures where
replies from brokers were not received. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of the
Fund at August 31, 2002, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the three years in the period
then ended in conformity with accounting principles generally accepted in the
United States.

/s/ Ernst & Young LLP
Chicago, Illinois
October 7, 2002

F-1

BY THE NUMBERS

YOUR FUND'S INVESTMENTS

August 31, 2002
THE FOLLOWING PAGES DETAIL YOUR FUND'S PORTFOLIO OF INVESTMENTS AT THE END OF
THE REPORTING PERIOD.

PAR
AMOUNT MARKET
(000) DESCRIPTION COUPON MATURITY VALUE

CORPORATE BONDS 84.0%
AEROSPACE 0.5%
$4,110 Air Canada (Canada)....................... 10.250% 03/15/11 $ 2,650,950
300 Jet Equipment Trust, Ser 95-D,
144A--Private Placement (a)............... 11.440 11/01/14 166,459
200 Jet Equipment Trust, Ser C1, 144A--Private
Placement (a)............................. 11.790 06/15/13 30,000
------------
2,847,409
------------
BROADCASTING 2.8%
3,290 Interep National Radio Sales, Inc., Ser
B......................................... 10.000 07/01/08 2,961,000
3,605 Nextmedia Operating, Inc. ................ 10.750 07/01/11 3,496,850
3,150 Radio Unica Corp. (b)..................... 0/11.750 08/01/06 1,756,125
5,560 TV Azteca SA, Ser B (Mexico).............. 10.500 02/15/07 5,407,100
835 Young Broadcasting, Inc. ................. 10.000 03/01/11 768,200
------------
14,389,275
------------
CABLE 5.5%
7,175 British Sky Broadcasting Group PLC (United
Kingdom).................................. 8.200 07/15/09 7,226,014
9,470 Callahan Nordrhein Westfallen (Germany)
(c) (d)................................... 14.000 07/15/10 272,262
100 Charter Communications Holdings........... 10.250 01/15/10 70,000
900 Charter Communications Holdings (b)....... 0/11.750 05/15/11 342,000
3,530 Charter Communications Holdings LLC....... 8.250 04/01/07 2,453,350
2,225 Charter Communications Holdings LLC (b)... 0/11.750 01/15/10 945,625
275 Echostar DBS Corp. ....................... 9.250 02/01/06 275,000
6,475 Echostar DBS Corp., 144A--Private
Placement (a)............................. 9.125 01/15/09 6,345,500
5,500 International Cabletel, Inc., Ser B (c)
(d)....................................... 11.500 02/01/06 907,500
3,425 Multicanal Participacoes, Ser B
(Brazil).................................. 12.625 06/18/04 1,447,062
1,135 NTL, Inc. (b) (c) (d)..................... 0/9.750 04/01/08 170,250
4,710 Ono Finance PLC (United Kingdom).......... 13.000 05/01/09 965,550
810 Pegasus Communications Corp., Ser B....... 9.750 12/01/06 386,775
1,085 Pegasus Communications Corp., Ser B....... 12.500 08/01/07 518,087
1,350 Quebecor Media, Inc. (Canada) (b)......... 0/13.750 07/15/11 648,000
2,085 Quebecor Media, Inc. (Canada)............. 11.125 07/15/11 1,751,400
6,250 Satelites Mexicanos SA (Mexico)........... 10.125 11/01/04 2,328,125

See Notes to Financial Statements

F-2

YOUR FUND'S INVESTMENTS

August 31, 2002

PAR
AMOUNT MARKET
(000) DESCRIPTION COUPON MATURITY VALUE

CABLE (CONTINUED)
$6,665 Telewest Communications PLC (United
Kingdom).................................. 11.000% 10/01/07 $ 1,033,075
785 Telewest Communications PLC (United
Kingdom) (b).............................. 0/11.375 02/01/10 98,125
4,500 UIH Australia/Pacific, Inc., Ser B (c).... 14.000 05/15/06 33,750
4,415 United Pan-Europe Communication, Ser B
(Netherlands) (c)......................... 10.875 11/01/07 176,600
4,260 United Pan-Europe Communication, Ser B
(Netherlands) (b) (c)..................... 0/12.500 08/01/09 117,150
------------
28,511,200
------------
CHEMICALS 4.7%
2,220 Acetex Corp. (Canada)..................... 10.875 08/01/09 2,319,900
3,505 Equistar Chemicals LP..................... 10.125 09/01/08 3,382,325
3,780 Huntsman ICI Chemicals LLC................ 10.125 07/01/09 3,383,100
2,800 Huntsman ICI Chemicals LLC (Euro)......... 10.125 07/01/09 2,243,173
1,185 ISP Chemco, Inc., Ser B................... 10.250 07/01/11 1,190,925
4,413 ISP Holdings, Inc., Ser B................. 10.625 12/15/09 3,817,245
2,610 Lyondell Chemical Co., Ser B.............. 9.875 05/01/07 2,590,425
2,800 Messer Griesham (Germany) (Euro).......... 10.375 06/01/11 2,809,021
1,105 PCI Chemicals Canada, Inc. (Canada)....... 10.000 12/31/08 747,064
368 Pioneer Cos., Inc. ....................... 5.355 12/31/06 245,339
2,020 Terra Industries, Inc., Ser B............. 10.500 06/15/05 1,626,100
------------
24,354,617
------------
CONSUMER PRODUCTS 0.8%
3,000 Elizabeth Arden, Inc. .................... 11.750 02/01/11 3,060,000
4,000 Sleepmaster LLC (c) (d)................... 11.000 05/15/09 825,000
------------
3,885,000
------------
DIVERSIFIED MEDIA 5.4%
4,410 Alliance Atlantis Communications, Inc.
(Canada).................................. 13.000 12/15/09 4,685,625
2,980 AOL Time Warner, Inc. .................... 6.875 05/01/12 2,690,258
3,720 Hollinger Participation Trust,
144A--Private Placement (a)............... 12.125 11/15/10 3,124,464
3,855 Mail Well I Corp., 144A--Private Placement
(a)....................................... 9.625 03/15/12 2,679,225
3,235 MDC Corporation, Inc. (Canada)............ 10.500 12/01/06 2,701,225
5,415 Muzak LLC................................. 9.875 03/15/09 4,548,600
5,000 Premier Parks, Inc. (b)................... 0/10.000 04/01/08 4,362,500
3,950 Primedia, Inc. ........................... 8.875 05/15/11 3,100,750
------------
27,892,647
------------

See Notes to Financial Statements

F-3

YOUR FUND'S INVESTMENTS

August 31, 2002

PAR
AMOUNT MARKET
(000) DESCRIPTION COUPON MATURITY VALUE

ENERGY 9.6%
$4,895 BRL Universal Equipment................... 8.875% 02/15/08 $ 4,980,662
6,040 Chesapeake Energy Corp. .................. 8.125 04/01/11 5,949,400
4,385 Frontier Oil Corp. ....................... 11.750 11/15/09 4,461,737
4,200 Grey Wolf, Inc. .......................... 8.875 07/01/07 4,284,000
3,945 Hanover Equipment Trust, 144A--Private
Placement (a)............................. 8.500 09/01/08 3,688,575
2,180 Hanover Equipment Trust, 144A--Private
Placement (a)............................. 8.750 09/01/11 2,016,500
5,575 Husky Oil Ltd. (Variable Rate Coupon)
(Canada).................................. 8.900 08/15/28 6,197,900
1,730 Magnum Hunter Resources, Inc.,
144A--Private Placement (a)............... 9.600 03/15/12 1,773,250
3,966 Port Arthur Finance Corp. ................ 12.500 01/15/09 4,184,557
2,115 Stone Energy Corp. ....................... 8.250 12/15/11 2,152,012
4,670 Tesoro Petroleum Corp., 144A--Private
Placement (a)............................. 9.625 04/01/12 3,455,800
6,430 Vintage Petroleum, Inc. .................. 7.875 05/15/11 6,012,050
------------
49,156,443
------------
FINANCIAL 2.6%
3,395 Americo Life, Inc. (e).................... 9.250 06/01/05 3,344,075
2,945 Anthem Insurance Cos., Inc., 144A--Private
Placement (a)............................. 9.125 04/01/10 3,410,940
2,785 Health Net, Inc. ......................... 8.375 04/15/11 3,161,304
3,620 Istar Financial, Inc. .................... 8.750 08/15/08 3,710,500
------------
13,626,819
------------
FOOD & DRUG 0.5%
2,219 California Farm Lease Trust, 144A--Private
Placement (a)............................. 8.500 07/15/17 2,401,926
1,200 Jitney-Jungle Stores America, Inc. (c)
(d)....................................... 12.000 03/01/06 120
------------
2,402,046
------------
FOOD & TOBACCO 1.6%
2,800 Michael Foods, Inc., Ser B................ 11.750 04/01/11 3,080,000
5,520 Smithfield Foods, Inc. ................... 7.625 02/15/08 5,133,600
------------
8,213,600
------------
FOREST PRODUCTS 5.5%
5,275 Owens-Illinois, Inc. ..................... 7.500 05/15/10 4,510,125
1,775 Owens-Illinois, Inc. ..................... 7.800 05/15/18 1,428,875
5,200 Pacifica Papers, Inc. (Canada)............ 10.000 03/15/09 5,330,000
2,090 Pliant Corp. ............................. 13.000 06/01/10 2,110,900
2,545 Radnor Holdings Corp., Ser B (Canada)..... 10.000 12/01/03 2,277,775

See Notes to Financial Statements

F-4

YOUR FUND'S INVESTMENTS

August 31, 2002

PAR
AMOUNT MARKET
(000) DESCRIPTION COUPON MATURITY VALUE

FOREST PRODUCTS (CONTINUED)
$3,040 Riverwood International Corp. ............ 10.875% 04/01/08 $ 3,100,800
4,025 Tekni-Plex, Inc., Ser B................... 12.750 06/15/10 4,025,000
5,800 Tembec Industries, Inc. (Canada).......... 7.750 03/15/12 5,626,000
------------
28,409,475
------------
GAMING & LEISURE 9.0%
2,650 Harrahs Operating Co., Inc. .............. 7.875 12/15/05 2,769,250
1,910 Harrahs Operating Co., Inc. .............. 8.000 02/01/11 2,098,962
2,250 Hilton Hotels Corp. ...................... 7.950 04/15/07 2,295,137
1,225 HMH Properties, Inc. ..................... 7.875 08/01/05 1,206,625
4,825 HMH Properties, Inc., Ser B............... 7.875 08/01/08 4,607,875
5,365 Horseshoe Gaming LLC...................... 8.625 05/15/09 5,593,012
4,785 International Game Technology............. 8.375 05/15/09 5,167,800
1,660 Park Place Entertainment Corp. ........... 7.875 12/15/05 1,684,900
2,845 Park Place Entertainment Corp. ........... 8.875 09/15/08 2,951,688
3,725 Prime Hospitality Corp., Ser B............ 8.375 05/01/12 3,576,000
850 Starwood Hotels Resorts, 144A--Private
Placement (a)............................. 7.375 05/01/07 835,125
4,515 Starwood Hotels Resorts, 144A--Private
Placement (a)............................. 7.875 05/01/12 4,435,988
2,975 Station Casinos, Inc. .................... 8.875 12/01/08 3,071,688
2,800 Station Casinos, Inc. .................... 9.875 07/01/10 3,003,000
2,820 Venetian Casino Resort LLC, 144A--Private
Placement (a)............................. 11.000 06/15/10 2,844,675
------------
46,141,725
------------
HEALTHCARE 4.4%
3,690 Amerisourcebergen Corp. .................. 8.125 09/01/08 3,856,050
1,555 Columbia HCA.............................. 6.910 06/15/05 1,626,045
2,300 Fisher Scientific International, Inc. .... 7.125 12/15/05 2,317,250
615 Fisher Scientific International, Inc. .... 9.000 02/01/08 639,600
800 Fresenius Medical Care Capital Trust II... 7.875 02/01/08 678,000
5,085 Fresenius Medical Care Capital Trust IV... 7.875 06/15/11 4,220,550
3,840 HCA--The Healthcare Co. .................. 8.750 09/01/10 4,383,348
3,570 HEALTHSOUTH Corp., 144A--Private Placement
(a)....................................... 7.625 06/01/12 2,865,246
1,755 Omnicare, Inc., Ser B..................... 8.125 03/15/11 1,833,975
------------
22,420,064
------------
HOUSING 5.6%
3,400 CB Richard Ellis Service, Inc. ........... 11.250 06/15/11 3,026,000
4,200 Louisiana Pacific Corp. .................. 10.875 11/15/08 4,436,250
1,180 Louisiana Pacific Corp. .................. 8.875 08/15/10 1,236,721

See Notes to Financial Statements

F-5

YOUR FUND'S INVESTMENTS

August 31, 2002

PAR
AMOUNT MARKET
(000) DESCRIPTION COUPON MATURITY VALUE

HOUSING (CONTINUED)
$4,855 Schuler Homes, Inc. ...................... 9.375% 07/15/09 $ 4,915,688
2,300 Tech Olympic USA, Inc., 144A--Private
Placement (a)............................. 9.000 07/01/10 2,179,250
2,100 Tech Olympic USA, Inc., 144A--Private
Placement (a)............................. 10.375 07/01/12 1,937,250
5,025 Toll Corp. ............................... 8.250 02/01/11 4,999,875
5,600 Webb (Del E.) Corp. ...................... 10.250 02/15/10 6,167,000
------------
28,898,034
------------
INFORMATION TECHNOLOGY 1.1%
9,000 CHS Electronics, Inc. (c) (d)............. 9.875 04/15/05 180,000
3,500 Fairchild Semiconductor Corp. ............ 10.375 10/01/07 3,675,000
470 Flextronics International Ltd.
(Singapore)............................... 8.750 10/15/07 472,350
1,125 Flextronics International Ltd.
(Singapore)............................... 9.875 07/01/10 1,170,000
------------
5,497,350
------------
MANUFACTURING 4.9%
2,100 American Plumbing & Mechanical............ 11.625 10/15/08 1,165,500
2,100 Anchor Lamina, Inc. (Canada).............. 9.875 02/01/08 661,500
1,650 Case Corp., Ser B......................... 6.250 12/01/03 1,584,551
1,850 Case Credit Corp. ........................ 6.125 02/15/03 1,787,126
4,500 Eagle-Picher Industries, Inc. ............ 9.375 03/01/08 3,532,500
1,335 Foamex LP/Capital Corp., 144A--Private
Placement (a)............................. 10.750 04/01/09 1,234,875
1,605 Johnsondiversey, Inc., 144A--Private
Placement (a)............................. 9.625 05/15/12 1,596,975
2,045 Manitowoc, Inc., 144A--Private Placement
(a)....................................... 10.500 08/01/12 2,121,688
1,040 NMHG Holdings Co., 144A--Private Placement
(a)....................................... 10.000 05/15/09 1,055,600
1,580 Numatics, Inc., Ser B..................... 9.625 04/01/08 797,900
6,000 Outsourcing Services Group, Inc., Ser B... 10.875 03/01/06 4,680,000
1,417 Reunion Industries, Inc. (c).............. 13.000 05/01/03 800,605
2,335 Trimas Corp., 144A--Private Placement
(a)....................................... 9.875 06/15/12 2,323,325
2,130 Tyco International Group SA
(Luxembourg).............................. 6.750 02/15/11 1,760,445
------------
25,102,590
------------
METALS 2.5%
9,380 Doe Run Resources Corp., Ser B (c)........ 11.250 03/15/05 2,391,900
6,655 GS Technologies Operating, Inc. (c) (d)... 12.000 09/01/04 299,475
2,450 GS Technologies Operating, Inc. (c) (d)... 12.250 10/01/05 110,250

See Notes to Financial Statements

F-6

YOUR FUND'S INVESTMENTS

August 31, 2002

PAR
AMOUNT MARKET
(000) DESCRIPTION COUPON MATURITY VALUE

METALS (CONTINUED)
$3,240 Intermet Corp., 144A--Private Placement
(a)....................................... 9.750% 06/15/09 $ 3,304,800
2,855 Murrin Murrin Holdings Property Ltd.
(Australia)............................... 9.375 08/31/07 874,344
1,655 Oregon Steel Mills, Inc., 144A--Private
Placement (a)............................. 10.000 07/15/09 1,714,994
5,000 Renco Steel Holdings, Inc., Ser B......... 10.875 02/01/05 375,000
7,525 Republic Technologies International LLC
(c) (d)................................... 13.750 07/15/09 526,750
3,125 Ucar Finance, Inc. ....................... 10.250 02/15/12 3,156,250
------------
12,753,763
------------
RETAIL 1.3%
2,585 Autonation, Inc. ......................... 9.000 08/01/08 2,714,250
3,725 Big 5 Corp., Ser B (e).................... 10.875 11/15/07 3,822,781
------------
6,537,031
------------
SERVICES 2.6%
6,020 Allied Waste North America, Inc. ......... 10.000 08/01/09 5,959,800
1,500 Encompass Services Corp. ................. 10.500 05/01/09 157,500
6,250 Hydrochem Industrial Services, Inc., Ser
B......................................... 10.375 08/01/07 5,031,250
1,900 Waste Management, Inc. ................... 7.000 10/15/06 1,962,924
------------
13,111,474
------------
TELECOMMUNICATIONS 2.8%
2,660 360networks, Inc. (Canada) (c) (d)........ 13.000 05/01/08 266
2,800 360networks, Inc. (Canada) (Euro) (c)
(d)....................................... 13.000 05/01/08 6,868
2,085 Asia Global Crossing (Bermuda) (c)........ 13.375 10/15/10 344,025
6,650 E.Spire Communications, Inc. (c) (d)...... 10.000 11/01/05 665
4,210 Exodus Communications, Inc. (c) (d)....... 11.250 07/01/08 252,600
3,430 Exodus Communications, Inc. (c) (d)....... 11.625 07/15/10 205,800
2,750 Exodus Communications, Inc. (Euro) (c)
(d)....................................... 11.375 07/15/08 161,824
192 Focal Communications Corp., Ser B......... 11.875 01/15/10 31,680
9,335 Global Crossing Holdings Ltd. (Bermuda)
(c) (d)................................... 9.125 11/15/06 151,694
3,500 Global Crossing Holdings Ltd. (Bermuda)
(c) (d)................................... 8.700 08/01/07 56,875
3,305 Globix Corp. (c) (d)...................... 12.500 02/01/10 611,425
5,305 GST Network Funding, Inc. (c) (d)......... 10.500 05/01/08 159,150
12,590 GT Group Telecom, Inc. (Canada) (b)....... 0/13.250 02/01/10 78,688
11,075 ICG Holdings, Inc. (c) (d)................ 13.500 09/15/05 110,750
2,500 ICG Holdings, Inc. (c) (d)................ 12.500 05/01/06 25,000
3,400 Jazztel PLC (United Kingdom) (Euro)....... 13.250 12/15/09 383,660

See Notes to Financial Statements

F-7

YOUR FUND'S INVESTMENTS

August 31, 2002

PAR
AMOUNT MARKET
(000) DESCRIPTION COUPON MATURITY VALUE

TELECOMMUNICATIONS (CONTINUED)
$3,450 Jazztel PLC (United Kingdom) (Euro)....... 14.000% 07/15/10 $ 287,703
4,525 Madison River Capital/Madison River
Financial................................. 13.250 03/01/10 2,782,875
4,335 Metromedia Fiber Network, Inc. (c) (d).... 10.000 12/15/09 43,350
1,925 MGC Communications, Inc., Ser B (c) (d)... 13.000 10/01/04 779,625
2,030 Netia Holdings BV (Netherlands) (Euro)
(c)....................................... 13.750 06/15/10 299,068
1,525 Netia Holdings BV, Ser B (Netherlands)
(c)....................................... 10.250 11/01/07 266,875
6,965 Netia Holdings BV, Ser B (Netherlands)
(c)....................................... 11.250 11/01/07 1,218,875
1,165 Nextlink Communications, Inc. (b) (c)
(d)....................................... 0/9.450 04/15/08 17,475
2,265 Nextlink Communications, Inc. (b) (c)
(d)....................................... 0/12.125 12/01/09 33,975
4,510 Nextlink Communications, Inc. (c) (d)..... 10.500 12/01/09 67,650
3,000 Park N View, Inc., Ser B (c) (d).......... 13.000 05/15/08 30,000
3,500 PF Net Communications, Inc. (c) (d)....... 13.750 05/15/10 26,250
6,875 Primus Telecom Group...................... 9.875 05/15/08 3,334,375
11,565 PSINet, Inc. (c) (d)...................... 10.500 12/01/06 1,185,413
1,750 PSINet, Inc. (Euro) (c) (d)............... 10.500 12/01/06 128,723
425 Viatel, Inc. (b) (c) (d).................. 0/12.500 04/15/08 3,188
7,790 Viatel, Inc. (c) (d)...................... 11.500 03/15/09 58,425
1,790 WorldCom, Inc. (c) (d).................... 6.950 08/15/28 255,075
7,870 WorldCom, Inc. (c) (d).................... 8.250 05/15/31 1,121,475
5,800 Worldwide Fiber, Inc. (Canada) (c) (d).... 12.000 08/01/09 580
------------
14,521,945
------------
TRANSPORTATION 4.8%
9,885 Aetna Industries, Inc. (c) (d)............ 11.875 10/01/06 1,581,600
117 Aran Shipping & Trading, SA (c)........... 8.300 01/31/04 0
1,580 ArvinMeritor, Inc. ....................... 8.750 03/01/12 1,676,589
1,405 Collins & Aikman Products Co. ............ 11.500 04/15/06 1,331,238
3,725 Collins & Aikman Products Co. ............ 10.750 12/31/11 3,687,750
5,275 Dana Corp. ............................... 9.000 08/15/11 5,064,000
1,700 Dana Corp. (Euro)......................... 9.000 08/15/11 1,504,951
2,950 Dura Operating Corp., Ser B............... 8.625 04/15/12 3,009,000
1,835 Lear Corp., Ser B......................... 8.110 05/15/09 1,931,338
3,035 Metaldyne Corp., 144A--Private Placement
(a)....................................... 11.000 06/15/12 2,678,388
2,045 Stoneridge, Inc. ......................... 11.500 05/01/12 2,116,575
------------
24,581,429
------------
UTILITY 1.2%
3,500 Calpine Corp. ............................ 8.625 08/15/10 1,907,500
30 Calpine Corp. ............................ 8.500 02/15/11 15,900
3,255 Dynegy Holdings, Inc. .................... 6.875 04/01/11 1,122,975

See Notes to Financial Statements

F-8

YOUR FUND'S INVESTMENTS

August 31, 2002

PAR
AMOUNT MARKET
(000) DESCRIPTION COUPON MATURITY VALUE

UTILITY (CONTINUED)
$2,450 PG & E National Energy Group, Inc. ....... 10.375% 05/16/11 $ 918,750
2,900 PSEG Energy Holdings, Inc., 144A--Private
Placement (a)............................. 8.625 02/15/08 2,177,593
------------
6,142,718
------------
WIRELESS COMMUNICATIONS 4.3%
1,645 Alamosa Delaware, Inc. ................... 12.500 02/01/11 551,075
6,480 Alamosa PCS Holdings, Inc. (b)............ 0/12.875 02/15/10 939,600
2,525 American Cellular Corp. .................. 9.500 10/15/09 353,500
4,370 American Tower Corp. ..................... 9.375 02/01/09 2,731,250
3,610 Centennial Cellular Operating Co. ........ 10.750 12/15/08 1,823,050
5,925 CTI Holdings SA (Argentina) (b)........... 0/11.500 04/15/08 325,875
3,610 Dobson Communications Corp. .............. 10.875 07/01/10 2,653,350
9,675 IPCS, Inc. (b)............................ 0/14.000 07/15/10 1,499,625
6,650 Microcell Telecommunications, Ser B
(Canada).................................. 14.000 06/01/06 83,125
1,900 Nextel Communications, Inc. (b)........... 0/9.950 02/15/08 1,396,500
1,000 Nextel Communications, Inc. .............. 12.000 11/01/08 855,000
3,880 Nextel Communications, Inc. .............. 9.375 11/15/09 3,045,800
1,750 PTC International Finance (Luxembourg)
(Euro).................................... 10.875 05/01/08 1,711,273
6,650 Spectrasite Holdings, Inc. (b)............ 0/11.250 04/15/09 1,163,750
2,167 Tritel PCS, Inc. ......................... 10.375 01/15/11 2,058,650
4,040 US Unwired, Inc. (b)...................... 0/13.375 11/01/09 949,400
------------
22,140,823
------------
TOTAL CORPORATE BONDS 84.0%............................................. 431,537,477
------------
CONVERTIBLE CORPORATE OBLIGATIONS 1.5%
INFORMATION TECHNOLOGY 0.8%
9,535 Solectron Corp., LYON..................... * 11/20/20 4,195,400
------------

MANUFACTURING 0.7%
8,320 Corning, Inc. ............................ * 11/08/15 3,660,800
------------

See Notes to Financial Statements

F-9

YOUR FUND'S INVESTMENTS

August 31, 2002

PAR
AMOUNT MARKET
(000) DESCRIPTION COUPON MATURITY VALUE

TELECOMMUNICATIONS 0.0%
$ 76 KPNQwest NV (Netherlands) (d)............. 10.000% 03/15/12 $ 190
220 KPNQwest NV (Netherlands) (Euro) (d)...... 10.000 03/15/12 540
------------
730
------------
TOTAL CONVERTIBLE CORPORATE OBLIGATIONS 1.5%............................ 7,856,930
------------
FOREIGN GOVERNMENT OBLIGATIONS 2.6%
365 Federal Republic of Brazil (Brazil)....... 11.000 01/11/12 223,563
4,304 Federal Republic of Brazil (Brazil)....... 8.000 04/15/14 2,684,916
2,812 Republic of Colombia (Columbia)........... 9.750 04/09/11 2,748,390
1,500 Republic of Columbia (Columbia)........... 9.750 04/23/09 1,398,750
5,905 United Mexican States (Mexico)............ 8.375 01/14/11 6,303,588
------------

TOTAL FOREIGN GOVERNMENT OBLIGATIONS..................................... 13,359,207
------------

MARKET
DESCRIPTION VALUE

EQUITIES 3.1%
AT&T Canada, Inc., Class B (31,718 ADR Common Shares)
(Canada) (f).............................................. $ 1,015,928
Broadwing Communications, Inc. (73,300 Preferred Shares,
12.50% coupon, $1,000 par per share)...................... 733,000
Contour Energy Co. (75,000 Common Shares) (f)............... 2,887
DecisionOne Corp. (14,162 Common Stock Warrants Class B)
(f)....................................................... 0
DecisionOne Corp. (14,661 Common Shares) (f)................ 0
DecisionOne Corp. (8,219 Common Stock Warrants Class A)
(f)....................................................... 0
DecisionOne Corp. (8,400 Common Stock Warrants Class C)
(f)....................................................... 0
Dobson Communications Corp. (34,810 Preferred Shares, 13.00%
coupon, $1,000 par per share) (g)......................... 774,522
Focal Communications Corp. (1,256 Common Shares) (f)........ 1,294
Globalstar Telecommunications, 144A--Private Placement (285
Common Stock Warrants) (a) (f)............................ 3
GT Group Telecom, Inc., 144A--Private Placement (12,590
Common Stock Warrants) (Canada) (a) (f)................... 126
HF Holdings, Inc. (36,820 Common Stock Warrants) (f)........ 368
Intermedia Communications, Inc. (14,730 Preferred Shares,
Ser B, 13.50% coupon, $1,000 par per share)............... 62,602
Intersil Holding Corp., Class A (31,481 Common Shares)
(f)....................................................... 532,659
IPCS, Inc., 144A--Private Placement (9,675 Common Stock
Warrants) (a) (f)......................................... 97
Jazztel PLC (3,450 Common Stock Warrants) (United Kingdom)
(f)....................................................... 34
McLeodUSA, Inc. (24,783 Preferred Shares, Ser A) (f)........ 58,488
McLeodUSA, Inc. (54,917 Common Stock Warrants) (f).......... 4,943

See Notes to Financial Statements

F-10

YOUR FUND'S INVESTMENTS

August 31, 2002

MARKET
DESCRIPTION VALUE

EQUITIES (CONTINUED)
McLeodUSA, Inc., Class A (3,462 Common Shares) (f).......... $ 1,350
Mediq, Inc. (5,526 Common Shares) (f)....................... 30,006
Motient Corp. (22,388 Common Shares) (f).................... 28,657
Motient Corp., 144A--Private Placement (300 Common Stock
Warrants) (a) (f)......................................... 3
Nextel Communications, Inc. (60,290 Preferred Shares, Ser D,
13.00% coupon, $1,000 par per share) (f) (g).............. 3,753,052
Nextlink Communications, Inc. (2,490 Preferred Shares, Ser
B, 13.50% coupon, $1,000 par per share) (d) (f) (g)....... 25
NTL, Inc., 144A--Private Placement (6,889 Common Stock
Warrants) (a) (f)......................................... 1,206
Occidente Y Caribe Celular SA, 144A--Private Placement
(20,850 Common Stock Warrants) (a) (f).................... 208
Ono Finance PLC, 144A--Private Placement (4,710 Common Stock
Warrants) (United Kingdom) (a) (f)........................ 1,766
OpTel, Inc. (3,275 Common Shares) (f)....................... 33
Park N View, Inc., 144A--Private Placement (3,000 Common
Stock Warrants) (a) (d) (f)............................... 30
Paxon Communication Corp. (35,300 Preferred Shares, 13.25%
coupon, $1,000 par per share) (g)......................... 2,126,825
PF Net Communications, Inc., 144A--Private Placement (3,500
Common Stock Warrants) (a) (f)............................ 35
Pioneer Cos., Inc. (71,438 Common Shares) (f)............... 128,588
Primus Telecommunications Group (2,000 Common Stock
Warrants) (f)............................................. 20
Republic Technologies International, Inc., 144A--Private
Placement (7,525 Common Stock Warrants) (a) (d) (f)....... 75
Rural Cellular Corp. (115,160 Preferred Shares, 11.375%
coupon, $1,000 par per share) (g)......................... 2,331,990
Song Networks Holding AB (5,195 ADR Common Shares) (Sweden)
(f)....................................................... 312
Star Gas Partners, L.P. (1,219 Units of Limited Partnership
Interests)................................................ 22,137
Startec Global Communications, 144A--Private Placement
(8,100 Common Stock Warrants) (a) (f)..................... 81
Terex Corp. (28,000 Common Stock Rights) (f)................ 0
TNP Enterprises, Inc. (48,850 Preferred Shares, Ser D,
14.50% coupon, $1,000 par per share) (g).................. 4,408,712
UIH Australia/Pacific, Inc. (5,000 Common Stock Warrants)
(f)....................................................... 50
VS Holdings, Inc. (568,177 Common Shares) (f)............... 106,079
------------

TOTAL EQUITIES 3.1%........................................ 16,128,191
------------

TOTAL LONG-TERM INVESTMENTS 91.2%
(Cost $766,536,651)..................................... 468,881,805

See Notes to Financial Statements

F-11

YOUR FUND'S INVESTMENTS

August 31, 2002

MARKET
DESCRIPTION VALUE

yREPURCHASE AGREEMENT 7.0%
Banc of America Securities LLC ($35,755,000 par
collateralized by U.S. Government obligations in a pooled
cash account, dated 08/30/02, to be sold on 09/03/02 at
$35,762,350) (Cost $35,755,000)........................... $ 35,755,000
------------

TOTAL INVESTMENTS 98.2%
(Cost $802,291,651)..................................... 504,636,805

OTHER ASSETS IN EXCESS OF LIABILITIES 1.8%................. 9,378,151
------------

NET ASSETS 100.0%.......................................... $514,014,956
============

* Zero coupon bond

(a) 144A securities are those which are exempt from registration under Rule 144A
of the Securities Act of 1933, as amended. These securities may only be
resold in transactions exempt from registration which are normally those
transactions with qualified institutional buyers.

(b) Security is a "step-up" bond where the coupon increases or steps up at a
predetermined date.

(d) This borrower has filed for protection in federal bankruptcy court.

(e) Assets segregated as collateral for open forward transactions.

(f) Non-income producing security.

(g) Payment-in-kind security.

ADR--American Depositary Receipt
LYON--Liquid Yield Option Note

See Notes to Financial Statements

F-12

FINANCIAL STATEMENTS
Statement of Assets and Liabilities
August 31, 2002

ASSETS:
Total Investments (Cost $802,291,651)....................... $ 504,636,805
Cash........................................................ 137
Receivables:
Interest.................................................. 12,202,144
Investments Sold.......................................... 2,856,326
Fund Shares Sold.......................................... 1,882,248
Other....................................................... 142,276
--------------
Total Assets............................................ 521,719,936
--------------
LIABILITIES:
Payables:
Investments Purchased..................................... 2,992,561
Income Distributions...................................... 1,857,922
Fund Shares Repurchased................................... 1,779,797
Distributor and Affiliates................................ 358,060
Investment Advisory Fee................................... 233,612
Accrued Expenses............................................ 240,585
Trustees' Deferred Compensation and Retirement Plans........ 202,239
Forward Foreign Currency Contract........................... 40,204
--------------
Total Liabilities....................................... 7,704,980
--------------
NET ASSETS.................................................. $ 514,014,956
==============
NET ASSETS CONSIST OF:
Capital (Par value of $.01 per share with an unlimited
number of shares authorized).............................. $1,043,498,574
Accumulated Undistributed Net Investment Income............. (15,440,098)
Accumulated Net Realized Loss............................... (216,352,369)
Net Unrealized Depreciation................................. (297,691,151)
--------------
NET ASSETS.................................................. $ 514,014,956
==============
MAXIMUM OFFERING PRICE PER SHARE:
Class A Shares:
Net asset value and redemption price per share (Based on
net assets of $308,491,152 and 97,857,778 shares of
beneficial interest issued and outstanding)............. $ 3.15
Maximum sales charge (4.75%* of offering price)......... .16
--------------
Maximum offering price to public........................ $ 3.31
==============
Class B Shares:
Net asset value and offering price per share (Based on
net assets of $168,775,463 and 53,339,192 shares of
beneficial interest issued and outstanding)............. $ 3.16
==============
Class C Shares:
Net asset value and offering price per share (Based on
net assets of $36,748,341 and 11,725,410 shares of
beneficial interest issued and outstanding)............. $ 3.13
==============

* On sales of $100,000 or more, the sales charge will be reduced.

See Notes to Financial Statements

F-13

Statement of Operations
For the Year Ended August 31, 2002

INVESTMENT INCOME:
Interest.................................................... $ 66,552,051
Dividends................................................... 3,097,476
Other....................................................... 220,910
-------------
Total Income............................................ 69,870,437
-------------
EXPENSES:
Distribution (12b-1) and Service Fees (Attributed to Classes
A, B and C of $837,049, $2,125,854 and $472,001,
respectively)............................................. 3,434,904
Investment Advisory Fee..................................... 3,304,154
Shareholder Services........................................ 1,270,257
Custody..................................................... 74,598
Trustees' Fees and Related Expenses......................... 28,115
Legal....................................................... 21,969
Other....................................................... 414,372
-------------
Total Expenses.......................................... 8,548,369
Less Credits Earned on Cash Balances.................... 26,011
-------------
Net Expenses............................................ 8,522,358
-------------
NET INVESTMENT INCOME....................................... $ 61,348,079
=============
REALIZED AND UNREALIZED GAIN/LOSS:
Realized Gain/Loss:
Investments............................................... $ (74,250,601)
Forward Foreign Currency Contract......................... (1,090,095)
Foreign Currency Transactions............................. 138,555
-------------
Net Realized Loss........................................... (75,202,141)
-------------
Unrealized Appreciation/Depreciation:
Beginning of the Period................................... (208,501,760)
-------------
End of the Period:
Investments............................................. (297,654,846)
Forward Foreign Currency Contract....................... (40,204)
Foreign Currency Translation............................ 3,899
-------------
(297,691,151)
-------------
Net Unrealized Depreciation During the Period............... (89,189,391)
-------------
NET REALIZED AND UNREALIZED LOSS............................ $(164,391,532)
=============
NET DECREASE IN NET ASSETS FROM OPERATIONS.................. $(103,043,453)
=============

See Notes to Financial Statements

F-14

Statements of Changes in Net Assets

YEAR ENDED YEAR ENDED
AUGUST 31, 2002 AUGUST 31, 2001
----------------------------------

FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income................................ $ 61,348,079 $ 76,409,177
Net Realized Loss.................................... (75,202,141) (76,486,992)
Net Unrealized Depreciation During the Period........ (89,189,391) (75,914,495)
------------- -------------
Change in Net Assets from Operations................. (103,043,453) (75,992,310)
------------- -------------

Distributions from Net Investment Income:
Class A Shares..................................... (39,465,139) (48,820,753)
Class B Shares..................................... (22,497,111) (27,920,646)
Class C Shares..................................... (5,037,475) (6,374,410)
------------- -------------
(66,999,725) (83,115,809)
------------- -------------

Return of Capital Distribution:
Class A Shares..................................... (3,148,224) (689,811)
Class B Shares..................................... (1,750,514) (397,113)
Class C Shares..................................... (390,906) (91,210)
------------- -------------
(5,289,644) (1,178,134)
------------- -------------
Total Distributions.................................. (72,289,369) (84,293,943)
------------- -------------

NET CHANGE IN NET ASSETS FROM INVESTMENT ACTIVITIES.. (175,332,822) (160,286,253)
------------- -------------

FROM CAPITAL TRANSACTIONS:
Proceeds from Shares Sold............................ 230,137,084 340,214,717
Net Asset Value of Shares Issued Through Dividend
Reinvestment....................................... 44,727,982 48,871,390
Cost of Shares Repurchased........................... (288,241,556) (319,107,793)
------------- -------------
NET CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS... (13,376,490) 69,978,314
------------- -------------
TOTAL DECREASE IN NET ASSETS......................... (188,709,312) (90,307,939)
NET ASSETS:
Beginning of the Period.............................. 702,724,268 793,032,207
------------- -------------
End of the Period (Including accumulated
undistributed net investment income of
($15,440,098) and ($7,555,855), respectively)...... $ 514,014,956 $ 702,724,268
============= =============

See Notes to Financial Statements

F-15

Financial Highlights
THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND
OUTSTANDING THROUGHOUT THE PERIODS INDICATED.

YEAR ENDED AUGUST 31,
CLASS A SHARES --------------------------------------------
2002 (A) 2001 2000 1999 1998
--------------------------------------------

NET ASSET VALUE, BEGINNING OF THE
PERIOD............................. $ 4.23 $ 5.24 $ 5.68 $ 6.06 $ 6.55
------- ------ ------ ------ ------
Net Investment Income.............. .39 .51 .59 .63 .61
Net Realized and Unrealized Loss... (1.01) (.96) (.43) (.37) (.48)
------- ------ ------ ------ ------
Total from Investment Operations..... (.62) (.45) .16 .26 .13
------- ------ ------ ------ ------
Less:
Distributions from Net Investment
Income........................... .43 .55 .60 .64 .62
Return of Capital Distributions.... .03 .01 -0- -0- -0-
------- ------ ------ ------ ------
Total Distributions.................. .46 .56 .60 .64 .62
------- ------ ------ ------ ------
NET ASSET VALUE, END OF THE PERIOD... $ 3.15 $ 4.23 $ 5.24 $ 5.68 $ 6.06
======= ====== ====== ====== ======

Total Return (b)..................... -15.75% -9.04% 3.09% 4.41% 1.66%
Net Assets at End of the Period (In
millions).......................... $ 308.5 $394.4 $465.0 $492.4 $499.3
Ratio of Expenses to Average Net
Assets............................. 1.08% 1.05% 1.03% 1.03% 1.00%
Ratio of Net Investment Income to
Average Net Assets................. 10.39% 10.93% 10.90% 10.65% 9.33%
Portfolio Turnover................... 83% 80% 68% 51% 90%

(a) As required, effective September 1, 2001, the Fund has adopted the
provisions of the AICPA Audit and Accounting Guide for Investment Companies
and began amortizing premium on fixed income securities and presenting
paydown gains and losses on mortgage- and asset-backed securities as
interest income. The effect of these changes for the period ended August 31,
2002 was to decrease the ratio of net investment income to average net
assets from 10.49% to 10.39%. Net investment income per share and net
realized gains and losses per share were unaffected by the adjustments. Per
share, ratios and supplemental data for periods prior to August 31, 2002
have not been restated to reflect this change in presentation.

(b) Assumes reinvestment of all distributions for the period and does not
include payment of the maximum sales charge of 4.75% or contingent deferred
sales charge (CDSC). On purchases of $1 million or more, a CDSC of 1% may be
imposed on certain redemptions made within one year of purchase. If the
sales charges were included, total returns would be lower. These returns
include combined Rule 12b-1 fees and service fees of up to .25% and do not
reflect the deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.

See Notes to Financial Statements

F-16

Financial Highlights
THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND
OUTSTANDING THROUGHOUT THE PERIODS INDICATED.

YEAR ENDED AUGUST 31,
CLASS B SHARES --------------------------------------------
2002 (A) 2001 2000 1999 1998
--------------------------------------------

NET ASSET VALUE, BEGINNING OF THE
PERIOD.............................. $ 4.24 $ 5.25 $ 5.68 $ 6.06 $ 6.56
------- ------ ------ ------ ------
Net Investment Income............... .35 .48 .55 .58 .57
Net Realized and Unrealized Loss.... (1.01) (.97) (.43) (.37) (.49)
------- ------ ------ ------ ------
Total from Investment Operations...... (.66) (.49) .12 .21 .08
------- ------ ------ ------ ------
Less:
Distributions from Net Investment
Income............................ .39 .51 .55 .59 .58
Return of Capital Distributions..... .03 .01 -0- -0- -0-
------- ------ ------ ------ ------
Total Distributions................... .42 .52 .55 .59 .58
------- ------ ------ ------ ------
NET ASSETS VALUE, END OF THE PERIOD... $ 3.16 $ 4.24 $ 5.25 $ 5.68 $ 6.06
======= ====== ====== ====== ======

Total Return (b)...................... -16.12% -9.80% 2.43% 3.57% .77%
Net Assets at End of the Period (In
millions)........................... $ 168.8 $249.6 $268.7 $318.2 $283.1
Ratio of Expenses to Average Net
Assets.............................. 1.84% 1.83% 1.78% 1.79% 1.79%
Ratio of Net Investment Income to
Average Net Assets.................. 9.67% 10.13% 10.15% 9.88% 8.52%
Portfolio Turnover.................... 83% 80% 68% 51% 90%

(a) As required, effective September 1, 2001, the Fund has adopted the
provisions of the AICPA Audit and Accounting Guide for Investment Companies
and began amortizing premium on fixed income securities and presenting
paydown gains and losses on mortgage- and asset-backed securities as
interest income. The effect of these changes for the period ended August 31,
2002 was to decrease the ratio of net investment income to average net
assets from 9.77% to 9.67%. Net investment income per share and net realized
gains and losses per share were unaffected by the adjustments. Per share,
ratios and supplemental data for periods prior to August 31, 2002 have not
been restated to reflect this change in presentation.

(b) Assumes reinvestment of all distributions for the period and does not
include payment of the maximum CDSC of 4% charged on certain redemptions
made within the first and second year of purchase and declining to 0% after
the fifth year. If the sales charge was included, total returns would be
lower. These returns include combined Rule 12b-1 fees and service fees of up
to 1% and do not reflect the deduction of taxes that a shareholder would pay
on Fund distributions or redemption of Fund shares.

See Notes to Financial Statements

F-17

Financial Highlights
THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE SHARE OF THE FUND
OUTSTANDING THROUGHOUT THE PERIODS INDICATED.

YEAR ENDED AUGUST 31,
CLASS C SHARES -----------------------------------------------
2002 (A) 2001 2000 1999 1998
-----------------------------------------------

NET ASSET VALUE, BEGINNING OF THE
PERIOD............................. $ 4.20 $ 5.22 $ 5.65 $6.04 $6.53
------- ------- ------ ----- -----
Net Investment Income.............. .35 .48 .55 .58 .57
Net Realized and Unrealized Loss... (1.00) (.98) (.43) (.38) (.49)
------- ------- ------ ----- -----
Total from Investment Operations..... (.65) (.50) .12 .20 .08
------- ------- ------ ----- -----
Less:
Distributions from Net Investment
Income........................... .39 .51 .55 .59 .57
Return of Capital Distributions.... .03 .01 -0- -0- -0-
------- ------- ------ ----- -----
Total Distributions.................. .42 .52 .55 .59 .57
------- ------- ------ ----- -----
NET ASSET VALUE, END OF THE PERIOD... $ 3.13 $ 4.20 $ 5.22 $5.65 $6.04
======= ======= ====== ===== =====

Total Return (b)..................... -16.04% -10.06% 2.45% 3.42% .93%
Net Assets at End of the Period (In
millions).......................... $ 36.7 $ 58.7 $ 59.4 $67.3 $55.8
Ratio of Expenses to Average Net
Assets............................. 1.84% 1.82% 1.78% 1.79% 1.79%
Ratio of Net Investment Income to
Average Net Assets................. 9.68% 10.12% 10.15% 9.87% 8.49%
Portfolio Turnover................... 83% 80% 68% 51% 90%

(a) As required, effective September 1, 2001, the Fund has adopted the
provisions of the AICPA Audit and Accounting Guide for Investment Companies
and began amortizing premium on fixed income securities and presenting
paydown gains and losses on mortgage- and asset-backed securities as
interest income. The effect of these changes for the period ended August 31,
2002 was to decrease the ratio of net investment income to average net
assets from 9.78% to 9.68%. Net investment income per share and net realized
gains and losses per share were unaffected by the adjustments. Per share,
ratios and supplemental data for periods prior to August 31, 2002 have not
been restated to reflect this change in presentation.

(b) Assumes reinvestment of all distributions for the period and does not
include payment of the maximum CDSC of 1% charged on certain redemptions
made within one year of purchase. If the sales charge was included, total
returns would be lower. These returns include combined Rule 12b-1 fees and
service fees of up to 1% and do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund
shares.

See Notes to Financial Statements

F-18

NOTES TO
FINANCIAL STATEMENTS

August 31, 2002

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen High Income Corporate Bond Fund (the "Fund") is organized as a
Delaware business trust, and is registered as a diversified, open-end management
investment company under the Investment Company Act of 1940 (the "1940 Act"), as
amended. The Fund's primary investment objective is to seek to maximize current
income. Capital appreciation is a secondary objective which is sought only when
consistent with the Fund's primary investment objective. The Fund commenced
investment operations on October 2, 1978. The distribution of the Fund's Class B
and Class C shares commenced on July 2, 1992 and July 6, 1993, respectively.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

A. SECURITY VALUATION Fixed income investments and preferred stock are stated at
value using market quotations or indications of value obtained from an
independent pricing service. Investments in securities listed on a securities
exchange are valued at their sale price as of the close of such securities
exchange. Listed and unlisted securities for which the last sale price is not
available are valued at the mean of the bid and asked prices. For those
securities where quotations or prices are not available, valuations are
determined in accordance with procedures established in good faith by the Board
of Trustees. Short-term securities with remaining maturities of 60 days or less
are valued at amortized cost, which approximates market value.

B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Fund may purchase and sell securities on a "when-issued" or "delayed delivery"
basis, with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Fund will
maintain, in a segregated account with its custodian, assets having an aggregate
value at least equal to the amount of the when-issued or delayed delivery
purchase commitments until payment is made. At August 31, 2002, there were no
when-issued or delayed delivery purchase commitments.

F-19

NOTES TO
FINANCIAL STATEMENTS

August 31, 2002

The Fund may invest in repurchase agreements, which are short-term
investments in which the Fund acquires ownership of a debt security and the
seller agrees to repurchase the security at a future time and specified price.
The Fund may invest independently in repurchase agreements, or transfer
uninvested cash balances into a pooled cash account along with other investment
companies advised by Van Kampen Asset Management Inc. (the "Adviser") or its
affiliates the daily aggregate of which is invested in repurchase agreements.
Repurchase agreements are fully collateralized by the underlying debt security.
The Fund will make payment for such securities only upon physical delivery or
evidence of book entry transfer to the account of the custodian bank. The seller
is required to maintain the value of the underlying security at not less than
the repurchase proceeds due the Fund.

C. INCOME AND EXPENSES Interest income is recorded on an accrual basis and
dividend income is recorded on the ex-dividend date. Discounts on debt
securities are accreted and premiums are amortized over the expected life of
each applicable security. Income and expenses of the Fund are allocated on a pro
rata basis to each class of shares, except for distribution and service fees and
transfer agency costs which are unique to each class of shares.

As required, effective September 1, 2001, the Fund has adopted the
provisions of the AICPA Audit and Accounting Guide for Investment Companies and
began amortizing premium on fixed income securities. Prior to September 1, 2001,
the Fund did not amortize premiums on fixed income securities. The cumulative
effect of this accounting change had no impact on total net assets of the Fund,
but resulted in a $1,168,050 reduction in cost of securities and a corresponding
$1,168,050 decrease in net unrealized depreciation based on securities held by
the Fund on September 1, 2001.

The effect of this change for the year ended August 31, 2002 was to decrease
net investment income by $607,466; increase net unrealized depreciation by
$187,544, and decrease net realized loss by $795,010. The statement of changes
in net assets and financial highlights for prior periods have not been restated
to reflect this change in presentation.

The revised version of the Guide also requires that paydown gains and losses
on mortgage- and asset-backed securities be presented as interest income.
Previously, paydown gains and losses on mortgage- and asset-backed securities
were shown as a component of realized gain/loss. The effect of this change for
the year ended August 31, 2002 was an increase in net investment income and an
increase in net realized loss of $2,329.

F-20

NOTES TO
FINANCIAL STATEMENTS

August 31, 2002

D. FEDERAL INCOME TAXES It is the Fund's policy to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no provision for federal income taxes is required.

The Fund intends to utilize provisions of the federal income tax laws which
allow it to carry a realized capital loss forward for eight years following the
year of the loss and offset such losses against any future realized capital
gains. At August 31, 2002, the Fund had an accumulated capital loss carryforward
for tax purposes of $149,845,954 which expires between August 31, 2003 and
August 31, 2010. Of this amount, $8,026,371 will expire on August 31, 2003.

At August 31, 2002, the cost and related gross unrealized appreciation and
depreciation are as follows:

Cost of investments for tax purposes........................ $ 806,115,303
-------------
Gross tax unrealized appreciation........................... $ 10,336,941
Gross tax unrealized depreciation........................... (311,815,439)
-------------
Net tax unrealized depreciation on investments.............. $(301,478,498)
=============

E. DISTRIBUTION OF INCOME AND GAINS The Fund declares daily and pays monthly
dividends from net investment income. Net realized gains, if any, are
distributed annually. Distributions from net realized gains for book purposes
may include short-term capital gains which are included in ordinary income for
tax purposes.

The tax character of distributions paid during 2002 and 2001 was as follows:

2002 2001

Distributions paid from:
Ordinary income......................................... $67,777,960 $78,237,130
Long-term capital gain.................................. 0 0
Return of capital....................................... 5,289,644 1,176,956
----------- -----------
$73,067,604 $79,414,086
=========== ===========

Due to inherent differences in the recognition of income, expenses and
realized gains/losses under accounting principles generally accepted in the
United States of America and federal income tax purposes, permanent book and tax
basis differences relating to the return of capital distributions of $5,288,466
were reclassified from accumulated undistributed net investment income to
capital. Additionally, permanent book and tax differences of $109,500 related to
consent fee income and net realized foreign currency gains totaling $951,540
were reclassified from accumulated undistributed net investment income to
accumulated

F-21

NOTES TO
FINANCIAL STATEMENTS

August 31, 2002

net realized loss. Also, $2,329 relating to the recognition of net realized
gains on paydowns of mortgage pool obligations was reclassed from accumulated
undistributed net investment income to accumulated net realized loss.

Net realized gains or losses may differ for financial reporting and tax
purposes primarily as a result of post October losses which are not realized for
tax purposes until the first day of the following fiscal year, gains or losses
recognized for tax purposes on open forward transactions and the deferral of
losses relating to wash sale transactions.

F. EXPENSE REDUCTIONS During the year ended August 31, 2002, the Fund's custody
fee was reduced by $26,011 as a result of credits earned on cash balances.

G. FOREIGN CURRENCY TRANSLATION Asset and liabilities denominated in foreign
currencies and commitments under forward foreign currency contracts are
translated into U.S. dollars at the mean of the quoted bid and ask prices of
such currencies against the U.S. dollar. Purchases and sales of portfolio
securities are translated at the rate of exchange prevailing when such
securities were acquired or sold. Realized gain and loss on foreign currency
transactions on the Statement of Operations includes the net realized amount
from the sale of foreign currency and the amount realized between trade date and
settlement date on securities transactions. Income and expenses are translated
at rates prevailing when accrued.

2. INVESTMENT ADVISORY AGREEMENT AND
OTHER TRANSACTIONS WITH AFFILIATES

Under the terms of the Fund's Investment Advisory Agreement, the Adviser will
provide investment advice and facilities to the Fund for an annual fee payable
monthly as follows:

AVERAGE DAILY NET ASSETS % PER ANNUM

First $150 million.......................................... .625%
Next $150 million........................................... .550%
Over $300 million........................................... .500%

For the year ended August 31, 2002, the Fund recognized expenses of
approximately $22,000 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom (Illinois), counsel to the Fund, of which a trustee of the
Fund is an affiliated person.

Under an Accounting Services Agreement, the Adviser provides accounting
services to the Fund. The Adviser allocates the cost of such services to each
fund. For the year ended August 31, 2002, the Fund recognized expenses of

F-22

NOTES TO
FINANCIAL STATEMENTS

August 31, 2002

approximately $48,300 representing Van Kampen Investments Inc.'s or its
affiliates' (collectively "Van Kampen") cost of providing accounting services to
the Fund which are reported as part of "Other" expenses in the Statement of
Operations.

Van Kampen Investor Services Inc. (VKIS), an affiliate of the Adviser,
serves as the shareholder servicing agent for the Fund. For the year ended
August 31, 2002, the Fund recognized expenses of approximately $1,073,000
representing transfer agency fees paid to VKIS. Transfer agency fees are
determined through negotiations with the Fund's Board of Trustees and are based
on competitive market benchmarks.

Certain officers and trustees of the Fund are also officers and directors of
Van Kampen. The Fund does not compensate its officers or trustees who are
officers of Van Kampen.

The Fund provides deferred compensation and retirement plans for its
trustees who are not officers of Van Kampen. Under the deferred compensation
plan, trustees may elect to defer all or a portion of their compensation.
Amounts deferred are retained by the Fund and to the extent permitted by the
1940 Act, as amended, may be invested in the common shares of those funds
selected by the trustees. Investments in such funds of $106,681 are included in
"Other" assets on the Statement of Assets and Liabilities at August 31, 2002.
Appreciation/ depreciation and distributions received from these investments are
recorded with an offsetting increase/decrease in the deferred compensation
obligation and do not affect the net asset value of the Fund. Benefits under the
retirement plan are payable upon retirement for a ten-year period and are based
upon each trustee's years of service to the Fund. The maximum annual benefit per
trustee under the plan is $2,500.

F-23

NOTES TO
FINANCIAL STATEMENTS

August 31, 2002

3. CAPITAL TRANSACTIONS

At August 31, 2002, capital aggregated $714,367,276, $267,698,375 and
$61,432,923 for Classes A, B and C, respectively. For the year ended August 31,
2002, transactions were as follows:

SHARES VALUE

Sales:
Class A............................................... 43,036,471 $ 156,947,668
Class B............................................... 14,393,907 54,065,376
Class C............................................... 5,086,893 19,124,040
----------- -------------
Total Sales............................................. 62,517,271 $ 230,137,084
=========== =============
Dividend Reinvestment:
Class A............................................... 7,663,334 $ 28,081,716
Class B............................................... 3,700,189 13,621,096
Class C............................................... 827,467 3,025,170
----------- -------------
Total Dividend Reinvestment............................. 12,190,990 $ 44,727,982
=========== =============
Repurchases:
Class A............................................... (46,154,430) $(170,429,188)
Class B............................................... (23,650,355) (87,390,797)
Class C............................................... (8,155,800) (30,421,571)
----------- -------------
Total Repurchases....................................... (77,960,585) $(288,241,556)
=========== =============

F-24

NOTES TO
FINANCIAL STATEMENTS

August 31, 2002

At August 31, 2001, capital aggregated $702,941,005, $289,139,154, and
$70,083,371 for Classes A, B and C, respectively. For the year ended August 31,
2001, transactions were as follows:

SHARES VALUE

Sales:
Class A............................................... 39,566,053 $ 183,387,498
Class B............................................... 25,823,429 121,621,870
Class C............................................... 7,516,010 35,205,349
----------- -------------
Total Sales............................................. 72,905,492 $ 340,214,717
=========== =============
Dividend Reinvestment:
Class A............................................... 6,736,427 $ 30,752,478
Class B............................................... 3,217,974 14,676,957
Class C............................................... 761,816 3,441,955
----------- -------------
Total Dividend Reinvestment............................. 10,716,217 $ 48,871,390
=========== =============
Repurchases:
Class A............................................... (41,661,180) $(193,713,914)
Class B............................................... (21,292,875) (99,170,760)
Class C............................................... (5,683,215) (26,223,119)
----------- -------------
Total Repurchases....................................... (68,637,270) $(319,107,793)
=========== =============

Class B Shares purchased on or after June 1, 1996, and any dividend
reinvestment plan Class B Shares received thereon, automatically convert to
Class A Shares eight years after the end of the calendar month in which the
shares were purchased. Class B Shares purchased before June 1, 1996, and any
dividend reinvestment plan Class B Shares received thereon, automatically
convert to Class A Shares six years after the end of the calendar month in which
the shares were purchased. For the years ended August 31, 2002 and 2001,
2,088,300 and 1,820,303 Class B Shares automatically converted to Class A
Shares, respectively, and are shown in the above table as sales of Class A
Shares and repurchases of Class B Shares. Class C Shares purchased before
January 1, 1997, and any dividend reinvestment plan Class C Shares received on
such shares, automatically convert to Class A Shares ten years after the end of
the calendar month in which such shares were purchased. Class C Shares purchased
on or after January 1, 1997 do not possess a conversion feature. For the years
ended August 31, 2002 and 2001, no Class C Shares converted to Class A Shares.
Class B and C Shares are offered without a front end sales charge, but are
subject to a contingent deferred sales charge (CDSC). The CDSC will be imposed
on most redemptions made within five

F-25

NOTES TO
FINANCIAL STATEMENTS

August 31, 2002

years of the purchase for Class B Shares and one year of the purchase for Class
C Shares as detailed in the following schedule.

CONTINGENT DEFERRED
SALES CHARGE
AS A PERCENTAGE
OF DOLLAR AMOUNT
SUBJECT TO CHARGE
--------------------------
YEAR OF REDEMPTION CLASS B CLASS C

First..................................................... 4.00% 1.00%
Second.................................................... 4.00% None
Third..................................................... 3.00% None
Fourth.................................................... 2.50% None
Fifth..................................................... 1.50% None
Sixth and Thereafter...................................... None None

For the year ended August 31, 2002, Van Kampen, as Distributor for the Fund,
received net commissions on sales of the Fund's Class A Shares of approximately
$125,600 and CDSC on redeemed shares of approximately $608,200. Sales charges do
not represent expenses of the Fund.

On October 27, 2000, the Fund acquired all of the assets and liabilities of
the Van Kampen High Yield and Total Return Fund (the "VKHYTR Fund") through a
tax free reorganization approved by VKHYTR Fund shareholders on October 11,
2000. The Fund issued 1,164,310, 3,514,197 and 907,160 shares of Classes A, B
and C valued at $5,670,192, $17,149,280, and $4,399,728, respectively, in
exchange for VKHYTR Fund's net assets. The shares of VKHYTR Fund were converted
into Fund shares at a ratio of .5025 to 1, .5045 to 1 and .5013 to 1, for
Classes A, B and C, respectively. Included in these net assets was a capital
loss carryforward of $2,747,360 and deferred wash sale losses of $49,802 which
is included in accumulated net realized gain/loss. Net unrealized depreciation
of VKHYTR Fund as of October 27, 2000 was $5,150,365. Shares issued in
connection with this reorganization are included in proceeds from shares sold
for the year ended August 31, 2001. Combined net assets on the day of
reorganization were $721,982,089.

4. INVESTMENT TRANSACTIONS

During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $479,519,991 and $510,469,820,
respectively.

F-26

NOTES TO
FINANCIAL STATEMENTS

August 31, 2002

5. DERIVATIVE FINANCIAL INSTRUMENTS

A derivative financial instrument in very general terms refers to a security
whose value is "derived" from the value of an underlying asset, reference rate
or index.

The Fund has a variety of reasons to use derivative instruments, such as to
attempt to protect the Fund against possible changes in the market value of its
portfolio, manage the Fund's effective yield, foreign currency exposure,
maturity and duration or generate potential gain. All of the Fund's holdings,
including derivative instruments, are marked to market each day with the change
in value reflected in unrealized appreciation/depreciation. Upon disposition, a
realized gain or loss is recognized accordingly, except when taking delivery of
a security underlying a futures or forward commitment. In these instances, the
recognition of gain or loss is postponed until the disposal of the security
underlying the futures or forward commitment.

Purchasing securities on a forward commitment involves a risk that the
market value at the time of delivery may be lower than the agreed upon purchase
price resulting in an unrealized loss. Selling securities on a forward
commitment involves different risks and can result in losses more significant
than those arising from the purchase of such securities. Risks may arise as a
result of the potential inability of the counterparties to meet the terms of
their contracts.

A forward foreign currency contract is a commitment to purchase or sell a
foreign currency at a future date at a negotiated forward rate. Upon the
settlement of the contract, a realized gain or loss is recognized and is
included as a component of realized gain/loss on forwards. Risks may arise as a
result of the potential inability of the counterparties to meet the terms of
their contracts.

The following forward foreign currency contract was outstanding as of August
31, 2002:

UNREALIZED
CURRENT APPRECIATION/
VALUE DEPRECIATION

SHORT CONTRACT:
Euro Currency,
$9,975,000 expiring 10/28/02............................ $9,758,548 $(40,204)
========== ========

F-27

NOTES TO
FINANCIAL STATEMENTS

August 31, 2002

6. DISTRIBUTION AND SERVICE PLANS

With respect to its Class A Shares, Class B Shares and Class C Shares, the Fund
and its shareholders have adopted a distribution plan pursuant to Rule 12b-1
under the 1940 Act, as amended, and a service plan (collectively the "Plans").
The Plans govern payments for: the distribution of the Fund's Class A Shares,
Class B Shares and Class C Shares; the provision of ongoing shareholder services
with respect to such classes of shares; and maintenance of shareholder accounts
with respect to such classes of shares.

Annual fees under the Plans of up to .25% of Class A average daily net
assets and 1.00% each for Class B and Class C average daily net assets are
accrued daily. Included in these fees for the year ended August 31, 2002 are
payments retained by Van Kampen of approximately $1,798,600 and payments made to
Morgan Stanley DW Inc., an affiliate of the Adviser, of approximately $110,600.

F-28

PART C: OTHER INFORMATION

ITEM 23. EXHIBITS.

(a)(1) First Amended and Restated Agreement and Declaration of
Trust (1)
(2) Second Certificate of Amendment (4)
(3) Second Amended and Restated Certificate of Designation (4)
(b) Amended and Restated Bylaws (1)
(c)(1) Specimen Class A Shares Certificate(3)
(2) Specimen Class B Shares Certificate(3)
(3) Specimen Class C Shares Certificate(3)
(d) Investment Advisory Agreement(3)
(e)(1) Distribution and Service Agreement(3)
(2) Form of Dealer Agreement (2)
(3) Form of Broker Fully Disclosed Selling Agreement (2)
(4) Form of Bank Fully Disclosed Selling Agreement (2)
(f)(1) Form of Trustee Deferred Compensation Plan (5)
(2) Form of the Trustee Retirement Plan (5)
(g)(1)(a) Custodian Contract(3)
(b) Amendment to Custodian Contract+
(2) Transfer Agency and Service Agreement(3)
(h)(1) Data Access Services Agreement (2)
(2) Fund Accounting Agreement(3)
(i)(1) Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois) (2)
(2) Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)+
(j)(1) Consent of Ernst & Young LLP+
(2) Consent of PricewaterhouseCoopers LLP+
(k) Not Applicable.
(l) Not Applicable.
(m)(1) Plan of Distribution pursuant to Rule 12b-1 (2)
(2) Form of Shareholder Assistance Agreement (2)
(3) Form of Administrative Services Agreement (2)
(4) Form of Shareholder Servicing Agreement+
(5) Amended and Restated Service Plan+
(n) Amended Multi-Class Plan (3)
(p)(1) Code of Ethics of the Investment Adviser and Distributor+
(2) Code of Ethics of the Fund (6)
(q) Power of Attorney +
(z)(1) List of certain investment companies in response to Item
27(a)+
(2) List of officers and directors of Van Kampen Funds Inc. in
response to Item 27(b)+

-------------------------
(1) Incorporated herein by reference to Post-Effective Amendment No. 36 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 22, 1995.
(2) Incorporated herein by reference to Post-Effective Amendment No. 38 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 26, 1996.
(3) Incorporated herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 24, 1997.
(4) Incorporated herein by reference to Post-Effective Amendment No. 41 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
October 22, 1998.
(5) Incorporated herein by reference to Post-Effective Amendment No. 43 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 23, 1999.
(6) Incorporated herein by reference to Post-Effective Amendment No. 44 to
Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
December 22, 2000.
+ Filed herewith.

C-1

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

See the Statement of Additional Information.

ITEM 25. INDEMNIFICATION.

Pursuant to Del. Code Ann. Title 12 Section 3817, a Delaware business trust
may provide in its governing instrument for the indemnification of its officers
and trustees from and against any and all claims and demands whatsoever.

Reference is made to Article 8, Section 8.4 of the Registrant's First
Amended and Restated Agreement and Declaration of Trust. Article 8; Section 8.4
of the First Amended and Restated Agreement and Declaration of Trust provides
that each officer and trustee of the Registrant shall be indemnified by the
Registrant against all liabilities incurred in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which the officer or trustee may be or may have been involved by reason of
being or having been an officer or trustee, except that such indemnity shall not
protect any such person against a liability to the Registrant or any shareholder
thereof to which such person would otherwise be subject by reason of (i) not
acting in good faith in the reasonable belief that such person's actions were
not in the best interests of the Trust, (ii) willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his or her office or (iii) for a criminal proceeding, not having a reasonable
cause to believe that such conduct was unlawful (collectively, "Disabling
Conduct"). Absent a court determination that an officer or trustee seeking
indemnification was not liable on the merits or guilty of Disabling Conduct in
the conduct of his or her office, the decision by the Registrant to indemnify
such person must be based upon the reasonable determination of independent
counsel or non-party independent trustees, after review of the facts, that such
officer or trustee is not guilty of Disabling Conduct in the conduct of his or
her office.

The Registrant has purchased insurance on behalf of its officers and
trustees protecting such persons from liability arising from their activities as
officers or trustees of the Registrant. The insurance does not protect or
purport to protect such persons from liability to the Registrant or to its
shareholders to which such officer or trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of their office.

Conditional advancing of indemnification monies may be made if the trustee
or officer undertakes to repay the advance unless it is ultimately determined
that he or she is entitled to the indemnification and only if the following
conditions are met: (1) the trustee or officer provides a security for the
undertaking; (2) the Registrant is insured against losses arising from lawful
advances; or (3) a majority of a quorum of the Registrant's disinterested,
non-party trustees, or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts, that a recipient of
the advance ultimately will be found entitled to indemnification.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act") may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by the trustee, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

Pursuant to Section 7 of the Distribution and Service Agreement, the
Registrant agrees to indemnify and hold harmless Van Kampen Funds Inc. (the
"Distributor") and each of its trustees and officers and each person if any, who
controls the Distributor within the meaning of Section 15 of the 1933 Act
against any loss,

C-2

liability, claim damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages, or
expense and reasonable counsel fees) arising by reason of any person acquiring
any shares, based upon the ground that the Registration Statement, prospectus,
shareholder reports or other information filed or made public by the Registrant
(as from time to time amended) included an untrue statement of a material fact
or omitted to state a material fact required to be stated or necessary in order
to make the statements not misleading under the 1933 Act, or any other statute
or the common law. The Registrant does not agree to indemnify the Distributor or
hold it harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the Registrant
by or on behalf of the Distributor. In no case is the indemnity of the
Registrant in favor of the Distributor or any person indemnified to be deemed to
protect the Distributor or any person against any liability to the Fund or its
security holders to which the Distributor or any person against any liability to
the Fund or its security holders to which the Distributor or such person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under the agreement.

Pursuant to the agreement by which Van Kampen Investor Services Inc.
("Investor Services") is appointed transfer agent of the Fund, the Registrant
agrees to indemnify and hold Investor Services harmless against any losses,
damages, costs, charges, payments, liabilities and expenses (including
reasonable counsel fees) arising out of or attributable to:

(1) the performance of Investor Services under the agreement provided that
Investor Services acted in good faith with due diligence and without negligence
or willful misconduct.

(2) reliance by Investor Services on, or reasonable use by, Investor
Services of information, records and documents which have been prepared on
behalf of, or have been furnished by, the Fund, or the carrying out by Investor
Services of any instructions or requests of the Fund.

(3) the offer or sale of the Fund's shares in violation of any federal or
state law or regulation or ruling by any federal agency unless such violation
results from any failure by Investor Services to comply with written
instructions from the Fund that such offers or sales were not permitted under
such law, rule or regulation.

(4) the refusal of the Fund to comply with terms of the agreement, or the
Fund's lack of good faith, negligence or willful misconduct or breach of any
representation or warranty made by the Fund under the agreement provided that if
the reason for such failure is attributable to any action of the Fund's
investment adviser or distributor or any person providing accounting or legal
services to the Fund, Investor Services only will be entitled to indemnification
if such entity is otherwise entitled to the indemnification from the Fund.

See also "Investment Advisory Agreement" in the Statement of Additional
Information.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

See "Investment Advisory Services" in the Prospectus and "Investment
Advisory Agreement," "Other Agreements" and "Trustees and Officers" in the
Statement of Additional Information for information regarding the business of
Van Kampen Asset Management Inc. (the "Adviser"). For information as to the
business, profession, vocation and employment of a substantial nature of
directors and officers of the Adviser, reference is made to the Adviser's
current Form ADV (File No. 801-1669) filed under the Investment Advisers Act of
1940, as amended, incorporated herein by reference.

ITEM 27. PRINCIPAL UNDERWRITERS.

(a) The sole principal underwriter is Van Kampen Funds Inc. (the "Distributor")
which acts as principal underwriter for certain investment companies and
unit investment trusts. See Exhibit (z)(1) incorporated herein.

(b) The Distributor, which is an affiliated person of the Registrant, is the
only principal underwriter for the Registrant. The name, principal business
address and position and office with the Distributor of its directors and
officers are disclosed in Exhibit (z)(2). Except as disclosed under the
heading "Trustees and Officers"

C-3

in Part B of this Registration Statement or Exhibit (z)(2), none of such
persons has any position or office with Registrant.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents of the Registrant required by
Section 31(a) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder to be maintained (i) by the Registrant will be maintained
at its offices located at 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555, or at Van Kampen Investor Services Inc., 7501 Tiffany Springs
Parkway, Kansas City, Missouri 64153, or at the State Street Bank and Trust
Company, 1776 Heritage Drive, North Quincy, MA 02171; (ii) by the Adviser, will
be maintained at its offices located at 1 Parkview Plaza, Oakbrook Terrace,
Illinois 60181-5555; and (iii) by Van Kampen Funds Inc., the principal
underwriter, will be maintained at its offices located at 1 Parkview Plaza,
Oakbrook Terrace, Illinois 60181-5555.

ITEM 29. MANAGEMENT SERVICES.

Not applicable.

ITEM 30. UNDERTAKINGS.

Not applicable.

C-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the
"1933 Act"), and the Investment Company Act of 1940, as amended, the Registrant,
VAN KAMPEN HIGH INCOME CORPORATE BOND FUND, certifies that it meets all of the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the 1933 Act and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York, on the
20th day of December, 2002.

VAN KAMPEN
HIGH INCOME CORPORATE BOND FUND

By /s/ A. THOMAS SMITH III

-------------------------------------------

A. Thomas Smith III, Secretary

Pursuant to the requirements of the 1933 Act, this Amendment to the
Registration Statement has been signed on December 20, 2002 by the following
persons in the capacities indicated:

SIGNATURES TITLES
---------- ------

Principal Executive Officer:
/s/ MITCHELL M. MERIN* Trustee and President
-----------------------------------------------------
Mitchell M. Merin
Principal Financial Officer:

/s/ JOHN L. SULLIVAN* Vice President, Chief Financial Officer and
----------------------------------------------------- Treasurer
John L. Sullivan
Trustees:

/s/ J. MILES BRANAGAN* Trustee
-----------------------------------------------------
J. Miles Branagan

/s/ JERRY D. CHOATE* Trustee
-----------------------------------------------------
Jerry D. Choate

/s/ LINDA HUTTON HEAGY* Trustee
-----------------------------------------------------
Linda Hutton Heagy

/s/ R. CRAIG KENNEDY* Trustee
-----------------------------------------------------
R. Craig Kennedy

/s/ JACK E. NELSON* Trustee
-----------------------------------------------------
Jack E. Nelson
/s/ RICHARD F. POWERS, III* Trustee
-----------------------------------------------------
Richard F. Powers, III

/s/ WAYNE W. WHALEN* Trustee
-----------------------------------------------------
Wayne W. Whalen

/s/ SUZANNE H. WOOLSEY* Trustee
-----------------------------------------------------
Suzanne H. Woolsey

---------------

* Signed by A. Thomas Smith III pursuant to a power of attorney filed herewith.

/s/ A. THOMAS SMITH III December 20, 2002

--------------------------------------

A. Thomas Smith III

Attorney-in-Fact

SCHEDULE OF EXHIBITS TO POST-EFFECTIVE AMENDMENT NO. 46 TO FORM N-1A

(g)(1)(b) Amendment to Custodian Contract
(i)(2) Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
(j)(1) Consent of Ernst & Young LLP
(2) Consent of PricewaterhouseCoopers LLP
(m)(4) Form of Shareholder Servicing Agreement
(5) Amended and Restated Service Plan
(p)(1) Code of Ethics of the Investment Adviser and Distributor
(q) Power of Attorney
List of certain investment companies in response to Item
(z)(1) 27(a)
List of officers and directors of Van Kampen Funds Inc. in
(2) response to Item 27(b)