AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2007


                                                      REGISTRATION NOS.  2-62115

                                                                        811-2851
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A



                                                                    
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933                                                        [X]
      POST-EFFECTIVE AMENDMENT NO. 54                                         [X]

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940                                                [X]
      AMENDMENT NO. 49                                                        [X]



                                   VAN KAMPEN
                                HIGH YIELD FUND


        (EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)


                      522 FIFTH AVENUE, NEW YORK, NY 10036

              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (212) 296-6990

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE

                             AMY R. DOBERMAN, ESQ.
                               MANAGING DIRECTOR
                          VAN KAMPEN INVESTMENTS INC.

                                522 FIFTH AVENUE


                            NEW YORK, NEW YORK 10036

                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                             ---------------------
                                   COPIES TO:
                            CHARLES B. TAYLOR, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                             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 28, 2007 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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                         MUTUAL FUNDS

                                         Van Kampen
                                         High Yield Fund

                                         ---------------------------------------
                                         This Prospectus is dated

                                         December 28, 2007


                                         CLASS A SHARES
                                         CLASS B SHARES
                                         CLASS C SHARES

                                        Van Kampen High Yield 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.
     (VAN KAMPEN INVESTMENTS LOGO)


Table of Contents



                                                          
Risk/Return Summary.........................................   3
Fees and Expenses of the Fund...............................   6
Investment Objectives, Principal Investment Strategies and
Risks.......................................................   7
Investment Advisory Services................................  16
Purchase of Shares..........................................  17
Redemption of Shares........................................  26
Distributions from the Fund.................................  28
Shareholder Services........................................  28
Frequent Purchases and Redemptions of Fund Shares...........  31
Federal Income Taxation.....................................  31
Disclosure of Portfolio Holdings............................  33
Financial Highlights........................................  34
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 a portion or all of its total assets in
securities issued by foreign governments or foreign corporations; provided,
however, that the Fund may not invest more than 30% of its total assets in
non-U.S. dollar denominated securities. The Fund may purchase and sell certain
derivative instruments, such as options, futures contracts, options on futures
contracts, swaps and structured products (collectively, also referred to in this
Prospectus as Strategic Transactions), for various portfolio management
purposes, including to earn income, to facilitate portfolio management and to
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, Principal Investment Strategies 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

                                        3


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. The Fund may also invest in issuers in developing or emerging
market countries, which are subject to greater risks than investments in
securities of issuers in developed countries.


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, options on futures
contracts, swaps and structured products 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 principal investment
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

                                        4


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

[BAR GRAPH]



                                                                             ANNUAL RETURN
                                                                             -------------
                                                           
1997                                                                             12.24
1998                                                                              0.46
1999                                                                              3.90
2000                                                                             -8.22
2001                                                                             -2.65
2002                                                                             -9.42
2003                                                                             24.17
2004                                                                             10.47
2005                                                                              1.28
2006                                                                              8.19



The Fund's return for the nine-month period ended September 30, 2007 for Class A
Shares was 4.37%. 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 have
similar variability from year to year as shown in the preceding chart for Class
A Shares because all of the Fund's shares are invested in the same portfolio of
securities; however, the actual annual returns of 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 8.27% (for the quarter ended June 30, 2003) 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 Lehman Brothers U.S. Corporate
High Yield - 2% Issuer Cap Index*, a broad-based market index that the Fund's
investment adviser believes is an appropriate benchmark for the Fund, and Lipper
High Current Yield Bond Funds 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. 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, 2006 (the most recently completed calendar year prior to the
date of this Prospectus). Remember that past performance


                                        5


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




    AVERAGE ANNUAL
    TOTAL RETURNS
    FOR THE
    PERIODS ENDED                PAST     PAST       PAST
    DECEMBER 31, 2006           1 YEAR   5 YEARS   10 YEARS
----------------------------------------------------------------
                                              
    Van Kampen High Yield
    Fund -- Class A Shares
      Return Before Taxes        2.92%    5.31%      3.10%
      Return After Taxes on
      Distributions              0.43%    2.49%     -0.41%
      Return After Taxes on
      Distributions and Sale
      of Fund Shares             1.83%    2.78%      0.42%
    Lehman Brothers U.S.
    Corporate High Yield - 2%
    Issuer Cap Index*           10.76%   10.20%      6.63%
    Lipper High Current Yield
    Bond Funds Index            10.17%    9.08%      5.04%
.................................................................
    Van Kampen High Yield
    Fund -- Class B Shares
      Return Before Taxes        3.33%    5.37%      2.95%**
    Lehman Brothers U.S.
    Corporate High Yield - 2%
    Issuer Cap Index*           10.76%   10.20%      6.63%
    Lipper High Current Yield
    Bond Funds Index            10.17%    9.08%      5.04%
.................................................................
    Van Kampen High Yield
    Fund -- Class C Shares
      Return Before Taxes        6.68%    5.61%      2.83%
    Lehman Brothers U.S.
    Corporate High Yield - 2%
    Issuer Cap Index*           10.76%   10.20%      6.63%
    Lipper High Current Yield
    Bond Funds Index            10.17%    9.08%      5.04%
.................................................................




 * The Lehman Brothers U.S. Corporate High Yield - 2% Issuer Cap Index is an
   unmanaged, broad-based index that reflects the general performance of the
   U.S. dollar denominated, fixed-rate, non-investment grade, taxable corporate
   bond market. Issuers are capped at 2% of the index.



** The "Past 10 Years" performance for Class B Shares reflects the conversion of
   such shares into 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, 2007 is 7.70% for
Class A Shares, 7.27% for Class B Shares and 7.39% for Class C Shares. Investors
can obtain the current yield of the Fund for each class of shares by calling
(800) 847-2424 or by visiting our web site at www.vankampen.com.


Fees and Expenses
of the Fund

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

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(5)            2.00%        2.00%        2.00%
.................................................................
Exchange fee(5)              2.00%        2.00%        2.00%
.................................................................
Account Maintenance
(Low Balance) Fee
(for accounts under
$750)(6)                    $12/yr       $12/yr       $12/yr
.................................................................

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets and are based on
expenses incurred during the Fund's fiscal year ended August 31,
2007)
----------------------------------------------------------------
Management fees              0.41%        0.41%        0.41%
.................................................................
Distribution and/or
service (12b-1) fees(7)      0.25%        1.00%(8)     1.00%(8)
.................................................................
Other expenses               0.26%        0.27%        0.27%
.................................................................
Total annual fund
operating expenses           0.92%        1.68%        1.68%
.................................................................



(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 eighteen months of purchase. See "Purchase
    of Shares -- Class A Shares."

                                        6


(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) The redemption fee and the exchange fee apply to the proceeds of Fund shares
    that are redeemed or exchanged within 30 days of purchase. See "Redemption
    of Shares" for more information on when the fees apply.


(6) See "Purchase of Shares -- How to Buy Shares" for a description of the fee,
    including exceptions.


(7) 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."

(8) While Class B Shares 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
--------------------------------------------------------------------
                                                  
Class A Shares           $564      $754       $  960      $1,553
.....................................................................
Class B Shares           $571      $830       $1,063      $1,785*
.....................................................................
Class C Shares           $271      $530       $  913      $1,987
.....................................................................


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



                         ONE       THREE      FIVE        TEN
                         YEAR      YEARS      YEARS      YEARS
-------------------------------------------------------------------
                                                 
Class A Shares           $564      $754       $960       $1,553
....................................................................
Class B Shares           $171      $530       $913       $1,785*
....................................................................
Class C Shares           $171      $530       $913       $1,987
....................................................................


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

Investment Objectives,
Principal Investment Strategies and Risks

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

                             INVESTMENT OBJECTIVES

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.

                              PRINCIPAL INVESTMENT
                              STRATEGIES AND RISKS

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.

                                        7


("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 greater risks than 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 in writing 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.

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.

                                 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
.......................................................


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

                                        8


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

                                        9


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.

                                        10


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.

Few medium- and lower-grade income securities are 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

                                        11


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. See
"Federal Income Taxation" below.


The table below sets forth the percentages of the Fund's assets during the
fiscal year ended August 31, 2007 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 2007 fiscal year computed
on a monthly basis.





                             FISCAL YEAR ENDED AUGUST 31, 2007
                                              UNRATED SECURITIES OF
                         RATED SECURITIES      COMPARABLE QUALITY
    RATING              (AS A PERCENTAGE OF    (AS A PERCENTAGE OF
    CATEGORY             PORTFOLIO VALUE)       PORTFOLIO VALUE)
-----------------------------------------------------------------------
                                                        
    AAA/Aaa                    0.02%                  0.00%
........................................................................
    AA/Aa                      0.10%                  0.00%
........................................................................
    A/A                        0.46%                  0.00%
........................................................................
    BBB/Baa                    5.00%                  0.86%
........................................................................
    BB/Ba                     31.10%                  0.00%
........................................................................
    B/B                       56.81%                  1.04%
........................................................................
    CCC/Caa                    4.21%                  0.00%
........................................................................
    CC/Ca                      0.00%                  0.00%
........................................................................
    C/C                        0.00%                  0.00%
........................................................................
    D                          0.00%                  0.00%
........................................................................
    Not Rated                  0.00%                  0.40%
........................................................................
    Percentage of
    Rated and Unrated
    Debt Securities           97.70%                  2.30%
........................................................................



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.

Special tax considerations are associated with investing in zero coupon and
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.

                             RISKS OF INVESTING IN
                         SECURITIES OF FOREIGN ISSUERS


The Fund may invest a portion or all 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 and domestic issuers may
be denominated in U.S. dollars or in currencies other than U.S. dollars. The
Fund may


                                        12



invest up to 30% of its total assets in non-U.S. dollar denominated securities.
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 securities of foreign issuers 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.

The Fund may invest in securities of foreign issuers in the form of depositary
receipts. Depositary receipts involve substantially identical risks to those
associated with direct investment in securities of foreign issuers. 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.

Since the Fund may invest in securities denominated or quoted in currencies
other than the U.S. dollar, the Fund may 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 rates
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 return on such assets as well
as any temporary uninvested reserves in bank deposits in foreign currencies. In
addition, the Fund will incur costs in connection with conversions between
various currencies.

The Fund may purchase and sell foreign currency on a spot (i.e., cash) basis in
connection with the settlement of transactions in securities traded in such
foreign currency. The Fund also may enter into contracts with banks, brokers or
dealers to purchase or sell securities or foreign currencies at a future date
("forward contracts"). A foreign currency forward contract is a negotiated
agreement between the contracting parties to exchange a specified amount of
currency at a

                                        13


specified future time at a specified rate. The rate can be higher or lower than
the spot rate between the currencies that are the subject of the contract.

The Fund may attempt to protect against adverse changes in the value of the U.S.
dollar in relation to a foreign currency by entering into a forward contract for
the purchase or sale of the amount of foreign currency invested or to be
invested, or by buying or selling a foreign currency option or futures contract
for such amount. Such strategies may be employed before the Fund purchases a
foreign security traded in the currency which the Fund anticipates acquiring or
between the date the foreign security is purchased or sold and the date on which
payment therefor is made or received. Seeking to protect against a change in the
value of a foreign currency in the foregoing manner does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Furthermore, such transactions reduce or
preclude the opportunity for gain if the value of the currency should move in
the direction opposite to the position taken. Unanticipated changes in currency
prices may result in poorer overall performance for the Fund than if it had not
entered into such contracts. The Fund may also cross-hedge currencies by
entering into a transaction to purchase or sell one or more currencies that are
expected to decline in value relative to other currencies. The use of currency
transactions can result in the Fund incurring losses because of the imposition
of exchange controls, suspension of settlements or the inability of the Fund to
deliver or receive a specified currency. There is an additional risk to the
extent that these transactions create exposure to currencies in which the Fund's
securities are not denominated. Also, amounts paid as premiums and cash or other
assets held in margin accounts with respect to Strategic Transactions are not
otherwise available to the Fund for investment purposes.

                             STRATEGIC TRANSACTIONS


The Fund may, but is not required to, use various investment strategies
(referred to herein as "Strategic Transactions") for a variety of purposes
including hedging, risk management, portfolio management or to earn income. The
Fund's use of Strategic Transactions may involve the purchase and sale of
derivative instruments such as options, forwards, futures, options on futures,
swaps and other related instruments and techniques. Such derivatives may be
based on a variety of underlying instruments, including equity and debt
securities, indexes, interest rates, currencies and other assets. The Fund's use
of Strategic Transactions may also include other instruments, strategies and
techniques, including newly developed or permitted instruments, strategies and
techniques, consistent with the Fund's investment objectives and applicable
regulatory requirements.



A futures contract is a standardized agreement between two parties to buy or
sell a specific quantity of an underlying instrument at a specific price at a
specific future time. The value of a futures contract tends to increase and
decrease in tandem with the value of the underlying instrument. Futures
contracts are bilateral agreements, with both the purchaser and the seller
equally obligated to complete the transaction. Depending on the terms of the
particular contract, futures contracts are settled through either physical
delivery of the underlying instrument on the settlement date or by payment of a
cash settlement amount on the settlement date. The Fund's use of futures may not
always be successful. The prices of futures can be highly volatile, using them
could lower total return, and the potential loss from futures can exceed the
Fund's initial investment in such contracts.



A swap contract is an agreement between two parties pursuant to which the
parties exchange payments at specified dates on the basis of a specified
notional amount, with the payments calculated by reference to specified
securities, indexes, reference rates, currencies or other instruments. Most swap
agreements provide that when the period payment dates for both parties are the
same, the payments are made on a net basis (i.e., the two payment streams are
netted out, with only the net amount paid by one party to the other). The Fund's
obligations or rights under a swap contract entered into on a net basis will
generally be equal only to the net amount to be paid or received under the
agreement, based on the relative values of the positions held by each
counterparty. Swap agreements are not entered into or traded on exchanges and
there is no central clearing or guaranty function for swaps. Therefore, swaps
are subject to credit risk and the risk of default or non-performance by the
counterparty. Swaps could result in losses if interest rate or foreign currency
exchange rates or credit quality changes are not correctly anticipated by the
Fund or if the reference


                                        14



index, security or investments do not perform as expected.



The Fund also may invest a portion of its assets in structured notes and other
types of structured investments (referred to collectively as "structured
products"). A structured note is a derivative security for which the amount of
principal repayment and/or interest payments is based on the movement of one or
more "factors." These factors include, but are not limited to, currency exchange
rates, interest rates (such as the prime lending rate or LIBOR), referenced
bonds and stock indices. Investments in structured notes involve risks including
interest rate risk, credit risk and market risk. Changes in interest rates and
movement of the factor may cause significant price fluctuations and changes in
the reference factor may cause the interest rate on the structured note to be
reduced to zero and any further changes in the reference factor may then reduce
the principal amount payable on maturity. Structured notes may be less liquid
than other types of securities and more volatile than the reference factor
underlying the note.



Generally, structured investments are interests in entities organized and
operated for the purpose of restructuring the investment characteristics of
underlying investment interests or securities. These investment entities may be
structured as trusts or other types of pooled investment vehicles. Holders of
structured investments bear risks of the underlying investment and are subject
to counterparty risk. While certain structured investment vehicles enable the
investor to acquire interests in a pool of securities without the brokerage and
other expenses associated with directly holding the same securities, investors
in structured investment vehicles generally pay their share of the investment
vehicle's administrative and other expenses. Certain structured products may be
thinly traded or have a limited trading market and may have the effect of
increasing the Fund's illiquidity to the extent that the Fund, at a particular
point in time, may be unable to find qualified buyers for these securities.



The use of Strategic Transactions involves risks that are different from, and
possibly greater than, the risks associated with other portfolio investments.
Strategic Transactions may involve the use of highly specialized instruments
that require investment techniques and risk analyses different from those
associated with other portfolio investments. The Fund complies with applicable
regulatory requirements when implementing Strategic Transactions, including the
segregation of cash and/or liquid securities on the books of the Fund's
custodian, as mandated by SEC rules or SEC staff positions. A more complete
discussion of Strategic Transactions and their risks is included in the Fund's
Statement of Additional Information. Although the Adviser seeks to use Strategic
Transactions to further the Fund's investment objective, no assurance can be
given that the use of Strategic Transactions will achieve this result.


                       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 invest in mortgage-related or mortgage-backed securities. Mortgage
loans made by banks, savings and loan institutions, and other lenders are often
assembled into pools. Interests in such pools may then be issued by private
entities or may also be issued or guaranteed by an agency or instrumentality of
the U.S. government. The Fund may invest in collateralized mortgage obligations
("CMOs") and real estate mortgage investment conduits ("REMICs"). CMOs are debt
obligations collateralized by mortgage loans or mortgage-related securities
which generally are held under an indenture issued by financial institutions or
other mortgage lenders or issued or guaranteed by agencies or instrumentalities
of the U.S. government. REMICs are private entities formed for the purpose of
holding a fixed pool of mortgages secured by an interest in real property. Such
securities generally are subject to market risk, prepayment risk and extension
risk.

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

                                        15


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, 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 and 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. The Fund's portfolio turnover rate is reported in the section
entitled "Financial Highlights."

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 is the Fund's investment adviser (the
"Adviser"). 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 services more than three million retail investor
accounts, has extensive capabilities for managing institutional portfolios and
has more than $122 billion under management or supervision as of September 30,
2007. Van Kampen Funds Inc., the distributor of the Fund (the "Distributor"), 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 provides a wide range of investment banking,
securities, investment management and wealth management services. The Adviser's
principal office is located at 522 Fifth Avenue, New York, New York 10036.


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 $500 million          0.420%
...................................................
    Next $250 million           0.345%
...................................................
    Next $250 million           0.295%
...................................................
    Next $1 billion             0.270%
...................................................
    Next $1 billion             0.245%
...................................................
    Over $3 billion             0.220%
...................................................



Applying this fee schedule, the Fund's effective advisory fee rate was 0.41% of
the Fund's average daily net assets for the Fund's fiscal year ended August 31,
2007. 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.


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 registered public accounting firm 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.

                                        16



A discussion regarding the basis for the Board of Trustees' approval of the
Advisory Agreement is available in the Fund's Annual Report for the fiscal year
ended August 31, 2007.



PORTFOLIO MANAGEMENT. The Fund is managed by members of the Adviser's Taxable
Fixed Income team. The Taxable Fixed Income team consists of portfolio managers
and analysts. Current members of the team jointly and primarily responsible for
the day-to-day management of the Fund's portfolio are Henry Choi and Steven K.
Kreider, each a Managing Director of the Adviser.



Mr. Choi has been associated with the Adviser in an investment management
capacity since and began managing the Fund in December 2007. From May 2006 to
October 2007, Mr. Choi was a portfolio manager at Citibank; from April 2003 to
April 2005, he was a portfolio manager at Standard Pacific Capital; and from
April 2002 to April 2003, he was an analyst at Amaranth Advisors. Mr. Kreider
has been associated with the Adviser in an investment management capacity since
1988 and began managing the Fund in June 2007.



Mr. Choi is the lead manager of the Fund. All team members collaborate to manage
the assets of the Fund. Mr. Choi is responsible for the execution of the overall
strategy of the Fund.


The Fund's Statement of Additional Information provides additional information
about the portfolio managers' compensation structure, other accounts managed by
the portfolio managers and the portfolio managers' ownership of securities in
the Fund.

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. As described more fully below, each class of shares offers a distinct
structure of sales charges, distribution and service fees and other features
that are designed to address a variety of needs.

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 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.

                              PRICING FUND SHARES

The offering price of the Fund's shares is based upon the Fund's net asset value
per share (plus sales charges, where applicable). Differences in net asset
values per share of the Class A Shares, Class B Shares and Class C Shares are
generally expected to be due to 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") (generally 4:00 p.m., Eastern 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

                                        17


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.

Such computation is made by using prices as of the close of trading on the
Exchange and valuing portfolio securities (i) for which market quotations are
readily available at such market quotations (for example, using the last
reported sale price for securities listed on a securities exchange or using the
mean between the last reported bid and asked prices on unlisted securities) and
(ii) for which market quotations are not readily available and any other assets
at their fair value as determined in good faith in accordance with procedures
established by the Fund's Board of Trustees. In cases where a security is traded
on more than one exchange, the security is valued on the exchange designated as
the primary market. Securities with remaining maturities of 60 days or less are
valued at amortized cost, which approximates market value. See the financial
statements and notes thereto in the Fund's Annual Report.

Trading in securities on many foreign securities exchanges and over-the-counter
markets is normally completed before the close of business on each U.S. business
day. In addition, securities trading in a particular country or countries may
not take place on all U.S. business days or may take place on days which are not
U.S. business days. Changes in valuations on certain securities may occur at
times or on days on which the Fund's net asset value is not calculated and on
which the Fund does not effect sales, redemptions and exchanges of its shares.
The Fund calculates net asset value per share, and therefore effects sales,
redemptions and exchanges of its shares, as of the close of trading on the
Exchange each day the Exchange is open for trading.


If events materially affecting the price of foreign portfolio securities occur
between the time when their price was last determined on such foreign securities
exchange or market and the time when the Fund's net asset value was last
calculated (for example, movements in certain U.S. securities indices which
demonstrate strong correlation to movements in certain foreign securities
markets), such securities may be valued at their fair value as determined in
good faith in accordance with procedures established by the Fund's Board of
Trustees, an effect of which may be to foreclose opportunities available to
market timers or short-term traders. For purposes of calculating net asset value
per share, all assets and liabilities initially expressed in foreign currencies
will be converted into U.S. dollars at the mean of the bid price and asked price
of such currencies against the U.S. dollar as quoted by a major bank.


                       DISTRIBUTION PLAN AND SERVICE PLAN

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 also has 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
Financial Industry Regulatory Authority ("FINRA"). 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.

                                        18


                               HOW TO BUY SHARES


The shares are offered on a continuous basis through the Distributor as
principal underwriter, which is located at 522 Fifth Avenue, New York, New York
10036. Shares may be purchased through members of FINRA who are acting as
securities dealers ("dealers") and FINRA members or eligible non-FINRA 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 it, directly or through an authorized dealer,
administrator, custodian, trustee, record keeper or financial adviser, 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 Adviser and/or the Distributor may pay compensation (out of their own funds
and not as an expense of the Fund) to certain affiliated or unaffiliated
authorized dealers in connection with the sale or retention of Fund shares
and/or shareholder servicing. Such compensation may be significant in amount and
the prospect of receiving, or the receipt of, such compensation may provide both
affiliated and unaffiliated entities, and their representatives or employees,
with an incentive to favor sales of shares of the Fund over other investment
options. Any such payments will not change the net asset value or the price of
the Fund's shares. For more information, please see the Fund's Statement of
Additional Information and/or contact your authorized dealer.

The offering price for shares is based upon the next determined net asset value
per share (plus sales charges, where applicable) after an order is received
timely by Investor Services, either directly or from authorized dealers,
administrators, financial advisers, custodians, trustees or record keepers.
Purchases completed through an authorized dealer, administrator, custodian,
trustee, record keeper or financial adviser may involve additional fees charged
by such person. Orders received by Investor Services prior to the close of the
Exchange, and orders received by authorized dealers, administrators, custodians,
trustees, record keepers or financial advisers prior to the close of the
Exchange that are properly transmitted to Investor Services by the time
designated by Investor Services, are priced based on the date of receipt. Orders
received by Investor Services after the close of the Exchange, and orders
received by authorized dealers, administrators, custodians, trustees, record
keepers or financial advisers after the close of the Exchange or orders received
by such persons that are not transmitted to Investor Services until after the
time designated by Investor Services, are priced based on the date of the next
determined net asset value per share provided they are received timely by
Investor Services on such date. It is the responsibility of authorized dealers,
administrators, custodians, trustees, record keepers or financial advisers 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 reject or limit any order to
purchase Fund shares through exchange or otherwise and to close any shareholder
account. Certain patterns of past exchanges and/or purchase or sale transactions
involving the Fund or other Participating Funds (as defined below) may result in
the Fund rejecting or limiting, in the Fund's or the Distributor's discretion,
additional purchases and/or exchanges or in an account being closed.
Determinations in this regard may be made based on the frequency or dollar
amount of the previous exchanges or purchase or sale transactions. 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. As used herein,
"Participating Funds" refers to Van Kampen investment companies advised by the
Adviser and distributed by the Distributor as determined from time to time by
the Fund's Board of Trustees.

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,

                                        19


c/o Van Kampen Investor Services Inc., PO Box 947, Jersey City, New Jersey
07303-0947, or by telephone at (800) 847-2424.


Except as described below, the minimum initial investment amount when
establishing a new account with the Fund is $1,000 for each class of shares for
regular accounts; $500 for each class of shares for retirement accounts; and $50
for each class of shares for accounts participating in a systematic investment
program established directly with the Fund. The minimum subsequent investment is
$50 for each class of shares and all account types, except as described below.
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 a balance of less than $500.
Shareholders will receive written notice at least 60 days in advance of any
involuntary redemption and will be given the opportunity to purchase (subject to
any applicable sales charges) the number of additional shares needed to bring
the account value to $500.



The minimum initial and subsequent investment requirements are not applicable to
(i) certain omnibus accounts at financial intermediaries, (ii) employer
sponsored retirement plan accounts or pre-approved asset allocation plan
accounts, (iii) qualified state tuition plan (529 plan) accounts and (iv)
accounts receiving payments through government allotments. In addition, the
minimum initial and subsequent investment requirements are not applicable to
transactions conducted in any type of account resulting from (i) dividend
reinvestment and dividend diversification, (ii) systematic exchange plans, (iii)
conversions of Class B Shares to Class A Shares, and (iv) transfers between
certain types of accounts, transfers from other custodians and/or transfers of
ownership.



A low balance fee of $12 per year will be deducted in November of each year from
all accounts with a value less than $750. This fee will be payable to the
transfer agent and will be used by the transfer agent to offset amounts that
would otherwise be payable by the Fund to the transfer agent under the transfer
agency agreement. The low balance fee is not applicable to (i) certain omnibus
accounts at financial intermediaries, (ii) fund of funds accounts, (iii)
qualified state tuition plan (529 plan) accounts, (iv) accounts participating in
a systematic investment plan established directly with the Fund that have been
in existence for less than 12 months, (v) accounts receiving regular periodic
employee salary deferral deposits established through the transfer agent that
have been in existence for less than 12 months, (vi) accounts currently
receiving assets under a systematic exchange plan, (vii) accounts falling below
$750 due to automatic conversions of Class B Shares into Class A Shares and
(viii) certain accounts established through a broker for which the transfer
agent does not have discretion to initiate transactions.



To help the government fight the funding of terrorism and money laundering
activities, the Fund has implemented an anti-money laundering compliance program
and has designated an anti-money laundering compliance officer. As part of the
program, federal law requires all financial institutions to obtain, verify, and
record information that identifies each person who opens an account. What this
means to you: when you open an account, you will be asked to provide your name,
address, date of birth, and other information that will allow us to identify
you. The Fund and the Distributor reserve the right to not open your account if
this information is not provided. If the Fund or the Distributor is unable to
verify your identity, the Fund and the Distributor reserve the right to restrict
additional transactions and/or liquidate your account at the next calculated net
asset value after the account is closed (minus any applicable sales or other
charges) or take any other action required by law.


                                        20


                                 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                **            **
.................................................................


 * The actual sales charge that may be paid by an investor may differ slightly
   from the sales charge shown above due to rounding that occurs in the
   calculation of the offering price and in the number of shares purchased.


** No sales charge is payable at the time of purchase on investments in Class A
   Shares of $1 million or more, although such Class A Shares purchased without
   a sales charge may be subject to a contingent deferred sales charge of 1.00%
   on certain redemptions made within eighteen months of purchase. The
   contingent deferred sales charge is assessed on an amount equal to the lesser
   of the then current market value of the shares or the historical cost of the
   shares (which is the amount actually paid for the shares at the time of
   original purchase) being redeemed. Accordingly, no sales charge is imposed on
   increases in net asset value above the initial purchase price. Shareholders
   should retain any records necessary to substantiate the historical cost of
   their shares, as the Fund and authorized dealers may not retain this
   information.


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 A SHARES QUANTITY DISCOUNTS


Investors purchasing Class A Shares may, under certain circumstances described
below, be entitled to pay reduced or no sales charges. A person eligible for a
reduced sales charge includes an individual, his or her spouse or equivalent,
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.


Investors must notify the Fund or their authorized dealer at the time of the
purchase order whenever a quantity discount is applicable to purchases and may
be required to provide the Fund, or their authorized dealer, with certain
information or records to verify eligibility for a quantity discount. Such
information or records may include account statements or other records for
shares of the Fund or other Participating Funds in all accounts (e.g.,
retirement accounts) of the investor and other eligible persons, as described
above, which may include accounts held at the Fund or at other authorized
dealers. Upon such notification, an investor will pay the lowest applicable
sales charge. Shareholders should retain any records necessary to substantiate
the purchase price of the shares, as the Fund and authorized dealers may not
retain this information.

Quantity discounts may be modified or terminated at any time. For more
information about quantity discounts, investors should contact the Fund, their
authorized dealer or the Distributor.

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

                                        21


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 total amount of intended purchases plus the
current offering price 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 charge 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.

                                 CLASS A SHARES
                               PURCHASE PROGRAMS


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



UNIT INVESTMENT TRUST REINVESTMENT PROGRAM. The Fund permits unitholders of Van
Kampen unit investment trusts that enrolled in the reinvestment program prior to
December 3, 2007 to reinvest distributions from such trusts in Class A Shares of
the Fund at net asset value without a sales charge. Effective December 3, 2007,
this program is no longer available for new enrollments. 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 or equivalent 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) Banks, broker-dealers and other financial institutions (including
     registered investment advisers and financial planners) that have entered
     into an agreement with the Distributor or one of its affiliates, purchasing
     shares on behalf of clients participating in a fund supermarket, wrap
     program, asset allocation program, or other program in which the clients
     pay an asset-based fee (which may be subject to a minimum flat fee)

                                        22


     for: advisory or financial planning services, executing transactions in
     Participating Fund shares, or for otherwise participating in the program.

 (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) Retirement plans funded by the rollovers of assets of Participating Funds
     from an employer-sponsored retirement plan and established exclusively for
     the benefit of an individual (specifically including, but not limited to, a
     Traditional IRA, Roth IRA, SIMPLE IRA, Solo 401(k), Money Purchase or
     Profit Sharing plan) if:

      (i) the account being funded by such rollover is to be maintained by the
          same trustee, custodian or administrator that maintained the plan from
          which the rollover funding such rollover originated, or an affiliate
          thereof; and

     (ii) the dealer of record with respect to the account being funded by such
          rollover is the same as the dealer of record with respect to the plan
          from which the rollover funding such rollover originated, or an
          affiliate thereof.

 (7) Trusts created under pension, profit sharing or other employee benefit
     plans (including qualified and non-qualified deferred compensation plans),
     provided that (a) the total plan assets are at least $1 million or (b) the
     plan has more than 100 eligible employees. 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 of $1
     million to $2 million, plus 0.75% on the next $1 million, plus 0.50% on the
     next $2 million, plus 0.25% on the excess over $5 million.

 (8) Clients of authorized dealers purchasing shares in fixed or flat fee
     (rather than transaction based fee) brokerage accounts.

 (9) Certain qualified state tuition plans qualifying pursuant to Section 529 of
     the Internal Revenue Code of 1986, as amended, that are approved by the
     Fund's Distributor.

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


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


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 (9) 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.

Eligible purchasers of Class A Shares may also be entitled to reduced or no
initial sales charges through certain purchase programs offered by the Fund. For
more information, see "Other Purchase Programs" herein.

                                        23


                                 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 of the shares or the historical cost of
the shares (which is the amount actually paid for the shares at the time of
original purchase) being redeemed. Accordingly, no sales charge is imposed on
increases in net asset value above the initial purchase price. Shareholders
should retain any records necessary to substantiate the historical cost of their
shares, as the Fund and authorized dealers may not retain this information. In
addition, no sales charge is assessed on shares derived from reinvestment of
dividends or capital gain dividends. The Fund generally will 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 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.

Eligible purchasers of Class B Shares may also be entitled to reduced or no
contingent deferred sales charges through certain purchase programs offered by
the Fund. For more information, see "Other Purchase Programs" herein.


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.
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 a Participating Fund is determined by reference to the
Participating 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.


                                 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 of the shares or the historical cost of
the shares

                                        24


(which is the amount actually paid for the shares at the time of original
purchase) being redeemed. Accordingly, no sales charge is imposed on increases
in net asset value above the initial purchase price. Shareholders should retain
any records necessary to substantiate the historical cost of their shares, as
the Fund and authorized dealers may not retain this information. 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.

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 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.


Eligible purchasers of Class C Shares may also be entitled to reduced or no
contingent deferred sales charges through certain purchase programs offered by
the Fund. For more information, see "Other Purchase Programs" herein.


                   WAIVER OF CONTINGENT DEFERRED SALES CHARGE


The contingent deferred sales charge is waived on redemptions of Class A Shares,
Class B Shares and Class C Shares purchased subject to a contingent deferred
sales charge (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 amount of
the shareholder's investment at the time the plan is established, (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. With respect to
Class B Shares and Class C Shares, waiver category (iv) above is only applicable
with respect to shares sold through certain 401(k) plans. 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 Statement of Additional Information or
contact your authorized dealer.


                            OTHER PURCHASE PROGRAMS

EXCHANGE PRIVILEGE. Exchanges of shares are sales of shares of one Participating
Fund and purchases of shares of another Participating Fund. 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. For more
information regarding the exchange privilege, see the section of this Prospectus
entitled "Shareholder Services -- Exchange privilege."


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 any Participating 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
any Participating Fund with credit given for any contingent deferred sales
charge paid on the amount of shares reinstated from such redemption, provided
that such shareholder has not previously exercised this reinstatement 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 contingent deferred sales charge applicable to Class C
Shares to subsequent redemptions. Reinstatements are made at the net asset value
per share (without a sales charge) next determined after the order is received,
which must be made


                                        25



within 180 days after the date of the redemption, provided that shares of the
Participating Fund into which shareholders desire to reinstate their net
proceeds of a redemption of shares of the Fund are available for sale.
Reinstatement at net asset value per share is also offered to participants in
eligible retirement plans for repayment of principal (and interest) on their
borrowings on such plans, provided that shares of the Participating Fund are
available for sale. Shareholders must notify the Distributor or their authorized
dealer of their eligibility to participate in the reinstatement privilege and
may be required to provide documentation to the Participating Fund.



DIVIDEND DIVERSIFICATION. A shareholder may elect, by completing the appropriate
section of the account application form or by calling (800) 847-2424, 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 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 plans) and for the benefit of 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.


AVAILABILITY OF INFORMATION. Clear and prominent information regarding sales
charges of the Fund and the applicability and availability of discounts from
sales charges is available free of charge through our web site at
www.vankampen.com, which provides links to the Prospectus and Statement of
Additional Information containing the relevant information.

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, redemption fee or
exchange fee) 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, custodian, trustee
or record keeper of a retirement plan account may involve additional fees
charged by such person.

The Fund will assess a 2% redemption fee on the proceeds of Fund shares that are
redeemed (either by sale or exchange) within 30 days of purchase. The redemption
fee is paid directly to the Fund and is intended to defray the costs associated
with the sale of portfolio securities to satisfy redemption and exchange
requests made by such shareholders, thereby reducing the impact on longer-term
shareholders of such costs. For purposes of determining whether the redemption
fee applies, shares that were held the longest will be redeemed first. For Fund
shares acquired by exchange, the holding period prior to the exchange is not
considered in determining whether the redemption fee is applied. The redemption
fee and exchange fee are not imposed on redemptions and/or exchanges made (i)
through systematic withdrawal or exchange plans, (ii) through pre-approved asset
allocation programs, (iii) by other funds advised by the Adviser or its
affiliates, (iv) on shares received by reinvesting income dividends or capital
gain distributions and (v) through check writing (with respect to certain fixed-
income funds).

The redemption fee and exchange fee may not be imposed on transactions that
occur through certain omnibus accounts at financial intermediaries. Certain
financial intermediaries may apply different methodologies than those described
above in assessing redemption fees, may impose their own redemption fee that may
differ from the Fund's redemption fee or may impose certain trading restrictions
to deter market

                                        26


timing and frequent trading. If you invest in the Fund through a financial
intermediary, please read that firm's materials carefully to learn about any
other restrictions or fees that may apply.


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 taxable gain or loss may be
recognized by a shareholder upon redemption of shares, including if the
redemption proceeds are 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 in-kind 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.



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 947, Jersey City, New Jersey 07303-0947. The request for redemption
should indicate the number of shares or dollar amount to be redeemed, the Fund
name, the 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. 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 and must accompany a
written redemption request. 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 by the
time designated by the Distributor. 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 establish the
privilege, or may visit our web site at

                                        27


www.vankampen.com to download an Account Services form, which may be completed
to establish the privilege. 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 procedures previously described. Requests received by Investor
Services prior to the close of the Exchange, generally 4:00 p.m., Eastern 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 or by Automated Clearing
House 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 for this 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 distribute monthly all, or
substantially all, of its 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,

                                        28


please refer to the 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 (restrictions apply to certain account and
transaction types). 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. 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 Checkwriting 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 and 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

                                        29


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 or by visiting our web site at www.vankampen.com.

Shares of the Fund will be assessed an exchange fee of 2% on the proceeds of the
exchanged shares held for less than 30 days. See "Redemption of Shares" above
for more information about when the exchange fee will apply.

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 by
visiting our web site 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 and the Distributor reserve the right to reject or limit any order to
purchase Fund shares through exchange or otherwise and to close any shareholder
account. Certain patterns of past exchanges and/or purchase or sale transactions
involving the Fund or other Participating Funds may result in the Fund rejecting
or limiting, in the Fund's or the Distributor's discretion, additional purchases
and/or exchanges or in an account being closed. Determinations in this regard
may be made based on the frequency or dollar amount of the previous exchanges or
purchase or sale transactions. 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 to this exchange privilege.

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

                                        30


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.

Frequent Purchases
and Redemptions of Fund Shares

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

Frequent purchases and redemptions of Fund shares by Fund shareholders
("market-timing" or "short-term trading") may present risks for long-term
shareholders of the Fund, which may include, among other things, diluting the
value of Fund shares held by long-term shareholders, interfering with the
efficient management of the Fund's portfolio, increasing trading and
administrative costs, incurring unwanted taxable gains, and forcing the Fund to
hold excess levels of cash.

Certain types of mutual funds may be more susceptible to investors seeking to
market time or short-term trade. Mutual funds that invest in securities that
are, among other things, thinly traded, traded infrequently or less liquid are
subject to risk that market timers and/or short-term traders may seek to take
advantage of situations where the current market price may not accurately
reflect the current market value.


The Fund discourages and does not accommodate frequent purchases and redemptions
of Fund shares by Fund shareholders, and the Fund's Board of Trustees has
adopted policies and procedures to deter such frequent purchases and
redemptions. The Fund's policies with respect to purchases, redemptions and
exchanges of Fund shares are described in the "Fees and Expenses of the Fund,"
"Purchase of Shares," "Redemption of Shares" and "Shareholder Services --
Exchange privilege" sections of this Prospectus. The Fund's policies with
respect to valuing portfolio securities are described in the "Purchase of
Shares" section of this Prospectus. Except as described in each of these
sections and with respect to omnibus accounts, the Fund's policies regarding
frequent trading of Fund shares are applied uniformly to all shareholders. With
respect to trades that occur through omnibus accounts at intermediaries, such as
investment advisers, broker dealers, transfer agents, third party administrators
and insurance companies, the Fund (i) has requested assurance that such
intermediaries currently selling Fund shares have in place internal policies and
procedures reasonably designed to address market timing concerns and has
instructed such intermediaries to notify the Fund immediately if they are unable
to comply with such policies and procedures and (ii) requires all prospective
intermediaries to agree to cooperate in enforcing the Fund's policies with
respect to frequent purchases, exchanges and redemptions of Fund shares. On
omnibus accounts at intermediaries, the intermediary generally does not provide
specific shareholder transaction information to the Fund on individual
shareholder accounts on an ongoing basis. Therefore, to some extent, the Fund
relies on the intermediaries to monitor frequent short-term trading by
shareholders. As part of the Fund's or the Distributor's agreements with
intermediaries, the intermediaries are required to provide certain shareholder
identification and transaction information upon the Fund's request. The Fund may
use this information to help identify and prevent market-timing activity in the
Fund. There can be no assurance that the Fund will be able to identify or
prevent all market-timing activity.


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) designated as capital gain dividends, if any, are
taxable to shareholders as long-term capital gain, 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

                                        31


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 gain 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.

Current law provides for reduced U.S. federal income tax rates on (i) long-term
capital gains received by individuals and (ii) "qualified dividend income"
received by individuals from certain domestic and foreign corporations. The
reduced rates for capital gains generally apply to long-term capital gains from
sales or exchanges recognized on or after May 6, 2003, and cease to apply for
taxable years beginning after December 31, 2010. The reduced rate for dividends
generally applies to "qualified dividend income" received in taxable years
beginning after December 31, 2002, and ceases to apply for taxable years
beginning after December 31, 2010. Fund shareholders, as well as the Fund
itself, must also satisfy certain holding period and other requirements in order
for the reduced rate for dividends to apply. Because the Fund may invest a
portion of its assets in preferred stocks and securities convertible into common
stock, ordinary income dividends paid by the Fund may be eligible for the
reduced rate applicable to "qualified dividend income." No assurance can be
given as to what percentage of the ordinary income dividends paid by the Fund
will consist of "qualified dividend income." To the extent that distributions
from the Fund are designated as capital gain dividends, such distributions will
be eligible for the reduced rates applicable to long-term capital gains.

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.
The maximum tax rate applicable to net capital gains recognized by individuals
and other non-corporate taxpayers on the sale or exchange of shares is (i) the
same as the maximum ordinary income tax rate for capital assets held for one
year or less or (ii) for net capital gains recognized on or after May 6, 2003,
15% for capital assets held for more than one year (20% for net capital gains
recognized in taxable years beginning after December 31, 2010).

Backup withholding rules require the Fund, in certain circumstances, to withhold
28% (through 2010) 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. Under current law, the Fund may pay "interest-related
dividends" and "short-term capital gain dividends" to its foreign shareholders
without having to withhold on such dividends at the 30% rate. The amount of
"interest-related dividends" that the Fund may pay each year is limited to the
amount of qualified interest income received by the Fund during that year, less
the amount of the Fund's expenses properly allocable to such interest income.
The amount of "short-term capital gain dividends" that the Fund may pay each
year generally is limited to the excess of the Fund's net short-term capital
gains over its net long-term capital losses, without any reduction for the
Fund's expenses allocable to such gains (with exceptions for certain gains). The
exemption from 30% withholding tax for "short-term capital gain dividends" does
not apply with respect to foreign shareholders that are present in the United
States for more than 182 days during the taxable year. If the Fund's income for
a taxable year includes "qualified interest income" or net short-term

                                        32


capital gains, the Fund may designate dividends as "interest-related dividends"
or "short-term capital gain dividends" by written notice mailed to its foreign
shareholders not later than 60 days after the close of the Fund's taxable year.
Foreign shareholders must provide documentation to the Fund certifying their
non-United States status. These provisions apply to dividends paid by the Fund
with respect to the Fund's taxable years beginning on or after January 1, 2005
and will cease to apply to dividends paid by the Fund with respect to the Fund's
taxable years beginning after December 31, 2007. Prospective foreign investors
should consult their advisers concerning the tax consequences to them of an
investment in shares of the Fund.

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, plus any
amounts that were not distributed in previous taxable years, then the Fund will
be subject to a nondeductible 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 laws and any proposed tax law changes.

Disclosure of Portfolio Holdings

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

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

                                        33


    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 has been audited by Ernst & Young LLP, the
    Fund's independent registered public accounting firm, whose report, along
    with the Fund's most recent financial statements, may be obtained without
    charge from our web site at www.vankampen.com or by calling the telephone
    number on the back cover of this Prospectus. This information should be read
    in conjunction with the financial statements and notes thereto included in
    the Fund's Annual Report.



                                                                                  CLASS A SHARES*
                                                                               YEAR ENDED AUGUST 31,
                                                                2007        2006        2005        2004        2003
      ---------------------------------------------------------------------------------------------------------------
                                                                                                
      Net Asset Value, Beginning of the Period...........      $10.47      $10.89      $10.92      $10.29       $9.45
                                                               ------      ------      ------      ------      ------
       Net Investment Income.............................        0.75(a)     0.75(a)     0.78        0.78        0.87
       Net Realized and Unrealized Gain/Loss.............       (0.10)      (0.39)      (0.06)       0.63        0.87
                                                               ------      ------      ------      ------      ------
      Total from Investment Operations...................        0.65        0.36        0.72        1.41        1.74
                                                               ------      ------      ------      ------      ------
      Less:
       Distributions from Net Investment Income..........        0.74        0.78        0.75        0.75        0.72
       Return of Capital Distributions...................         -0-         -0-         -0-        0.03        0.18
                                                               ------      ------      ------      ------      ------
      Total Distributions................................        0.74        0.78        0.75        0.78        0.90
                                                               ------      ------      ------      ------      ------
      Net Asset Value, End of the Period.................      $10.38      $10.47      $10.89      $10.92      $10.29
                                                               ------      ------      ------      ------      ------
      Total Return.......................................       6.23%(b)    3.55%(b)    6.89%(b)   14.02%(b)   19.26%(b)
      Net Assets at End of the Period (In millions)......      $425.4      $457.7      $532.0      $379.5      $408.7
      Ratio of Expenses to Average Net Assets(e).........       0.92%       0.92%       1.06%       1.06%       1.12%
      Ratio of Net Investment Income to Average Net
       Assets............................................       7.05%       7.04%       7.11%       7.45%       8.36%
      Portfolio Turnover.................................         42%         44%         84%         88%         95%


                                                                              CLASS B SHARES*
                                                                           YEAR ENDED AUGUST 31,
                                                            2007        2006        2005        2004        2003
      ---------------------------------------------------  ------------------------------------------------------
                                                                                            
      Net Asset Value, Beginning of the Period...........  $10.53      $10.95      $10.95      $10.32       $9.48
                                                           ------      ------      ------      ------      ------
       Net Investment Income.............................    0.68(a)     0.66(a)     0.75        0.69        0.75
       Net Realized and Unrealized Gain/Loss.............   (0.11)      (0.39)      (0.06)       0.63        0.90
                                                           ------      ------      ------      ------      ------
      Total from Investment Operations...................    0.57        0.27        0.69        1.32        1.65
                                                           ------      ------      ------      ------      ------
      Less:
       Distributions from Net Investment Income..........    0.66        0.69        0.69        0.66        0.63
       Return of Capital Distributions...................     -0-         -0-         -0-        0.03        0.18
                                                           ------      ------      ------      ------      ------
      Total Distributions................................    0.66        0.69        0.69        0.69        0.81
                                                           ------      ------      ------      ------      ------
      Net Asset Value, End of the Period.................  $10.44      $10.53      $10.95      $10.95      $10.32
                                                           ------      ------      ------      ------      ------
      Total Return.......................................   5.41%(c)    2.75%(c)    6.36%(c)   12.79%(c)   18.27%(c)
      Net Assets at End of the Period (In millions)......   $77.6      $115.8      $191.0      $160.7      $175.6
      Ratio of Expenses to Average Net Assets(e).........   1.68%       1.68%       1.83%       1.82%       1.89%
      Ratio of Net Investment Income to Average Net
       Assets............................................   6.32%       6.28%       6.33%       6.70%       7.68%
      Portfolio Turnover.................................     42%         44%         84%         88%         95%


                                                                                    CLASS C SHARES*
                                                                                 YEAR ENDED AUGUST 31,
                                                            2007        2006          2005            2004            2003
      ---------------------------------------------------  ----------------------------------------------------------------------
                                                                                                            
      Net Asset Value, Beginning of the Period...........  $10.38      $10.80        $10.83          $10.23           $9.39
                                                           ------      ------        ------          ------          ------
       Net Investment Income.............................    0.66(a)     0.66(a)       0.75            0.69            0.75
       Net Realized and Unrealized Gain/Loss.............   (0.08)      (0.36)        (0.09)           0.60            0.90
                                                           ------      ------        ------          ------          ------
      Total from Investment Operations...................    0.58        0.30          0.66            1.29            1.65
                                                           ------      ------        ------          ------          ------
      Less:
       Distributions from Net Investment Income..........    0.66        0.72          0.69            0.66            0.63
       Return of Capital Distributions...................     -0-         -0-           -0-            0.03            0.18
                                                           ------      ------        ------          ------          ------
      Total Distributions................................    0.66        0.72          0.69            0.69            0.81
                                                           ------      ------        ------          ------          ------
      Net Asset Value, End of the Period.................  $10.30      $10.38        $10.80          $10.83          $10.23
                                                           ------      ------        ------          ------          ------
      Total Return.......................................   5.59%(d)    2.83%(d)(f)    6.17%(d)(f)   12.98%(d)(f)    18.14%(d)(g)
      Net Assets at End of the Period (In millions)......   $32.1       $43.6         $54.5           $41.4           $41.5
      Ratio of Expenses to Average Net Assets(e).........   1.68%       1.64%(f)      1.82%(f)        1.81%(f)        1.86%
      Ratio of Net Investment Income to Average Net
       Assets............................................   6.26%       6.32%(f)      6.34%(f)        6.71%(f)        7.68%(g)
      Portfolio Turnover.................................     42%         44%           84%             88%             95%




     * All share amounts and net asset values have been adjusted as a result of
       the 1-for-3 reverse share split on September 5, 2006.


    (a) Based on average shares outstanding.

    (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 eighteen months
        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.

    (c) 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 the
        redemption of Fund shares.


    (d) 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.



    (e) The Ratio of Expenses to Average Net Assets does not reflect credits
        earned on cash balances. If these credits were reflected as a reduction
        of expenses, the ratio would decrease by .01% for the years ended August
        31, 2007 and 2006.


    (f) The Total Return, Ratio of Expenses to Average Net Assets and Ratio of
        Net Investment Income to Average Net Assets reflect actual 12b-1 fees of
        less than 1%.

    (g) Certain non-recurring payments were made to Class C Shares, resulting in
        an increase to the Total Return and Ratio of Net Investment Income to
        Average Net Assets of .01%.

                                        34



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) follows:



A S&P issue credit rating is a current opinion of the creditworthiness of an
obligor with respect to a specific financial obligation, a specific class of
financial obligations, or a specific financial program (including ratings on
medium-term note programs and commercial paper programs). It takes into
consideration the creditworthiness of guarantors, insurers, or other forms of
credit enhancement on the obligation and takes into account the currency in
which the obligation is denominated. The opinion evaluates the obligor's
capacity and willingness to meet its financial commitments as they come due, and
may assess terms, such as collateral security and subordination, which could
affect ultimate payment in the event of default. The issue credit 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.



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



Issue credit ratings can be either long-term or short-term. Short-term ratings
are generally assigned to those obligations considered short-term in the
relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days -- including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an obligor
with respect to put features on long-term obligations. The result is a dual
rating, in which the short-term rating addresses the put feature, in addition to
the usual long-term rating. Medium-term notes are assigned long-term ratings.



                         LONG-TERM ISSUE CREDIT RATINGS



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



- 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;



- Nature of and provisions of the obligation;



- 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.



Issue ratings are an assessment of default risk, but may incorporate an
assessment of relative seniority or ultimate recovery in the event of default.
Junior obligations are typically rated lower than senior obligations, to reflect
the lower priority in bankruptcy, as noted above. (Such differentiation may
apply when an entity has both senior and subordinated obligations, secured and
unsecured obligations, or operating company and holding company obligations.)



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 to
a 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.


                                       A-1



                               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 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: A subordinated debt or preferred stock obligation rated 'C' is currently
highly vulnerable to nonpayment. The 'C' rating may be used to cover a situation
where a bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued. A 'C' also will be assigned to
a preferred stock issue in arrears on dividends or sinking fund payments, but
that is currently paying.



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.



NR: This indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a particular
obligation as a matter of policy.



                        SHORT-TERM ISSUE CREDIT RATINGS



A S&P short-term 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
S&P. 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 weakened 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. Ratings of 'B-1', 'B-2' and 'B-3' may be assigned
to indicate finer distinctions within the 'B' category. The obligor currently
has the capacity to meet its financial


                                       A-2



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.



B-1: A short-term obligation rated 'B-1' is regarded as having significant
speculative characteristics, but the obligor has a relatively stronger capacity
to meet its financial commitments over the short-term compared to other
speculative-grade obligors.



B-2: A short-term obligation rated 'B-2' is regarded as having significant
speculative characteristics, and the obligor has an average speculative-grade
capacity to meet its financial commitments over the short-term compared to other
speculative-grade obligors.



B-3: A short-term obligation rated 'B-3' is regarded as having significant
speculative characteristics, and the obligor has a relatively weaker capacity to
meet its financial commitments over the short-term compared to other
speculative-grade obligors.



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.



                                  DUAL RATINGS



S&P assigns "dual" ratings to all debt issues that have a put option or demand
feature as part of their structure. The first rating addresses the likelihood of
repayment of principal and interest as due, and the second rating addresses only
the demand feature. The long-term rating symbols are used for bonds to denote
the long-term maturity and the short-term rating symbols for the put option (for
example, 'AAA/A-1+'). With U.S. municipal short-term demand debt, S&P note
rating symbols are used with the short-term issue credit rating symbols (for
example, 'SP-1+/A-1+').



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



                          LONG-TERM OBLIGATION RATINGS



Moody's long-term obligation ratings are opinions of the relative credit risk of
fixed-income obligations with an original maturity of one year or more. They
address the possibility that a financial obligation will not be honored as
promised. Such ratings reflect both the likelihood of default and any financial
loss suffered in the event of default.



                     MOODY'S LONG-TERM RATING DEFINITIONS:



AAA: Obligations rated Aaa are judged to be of the highest quality, with minimal
credit risk.



AA: Obligations rated Aa are judged to be of high quality and are subject to
very low credit risk.



A: Obligations rated A are considered upper-medium grade and are subject to low
credit risk.



BAA: Obligations rated Baa are subject to moderate credit risk. They are
considered medium-grade and as such may possess certain speculative
characteristics.



BA: Obligations rated Ba are judged to have speculative elements and are subject
to substantial credit risk.



B: Obligations rated B are considered speculative and are subject to high credit
risk.



CAA: Obligations rated Caa are judged to be of poor standing and are subject to
very high credit risk.



CA: Obligations rated Ca are highly speculative and are likely in, or very near,
default, with some prospect of recovery of principal and interest.



C: Obligations rated C are the lowest rated class of bonds and are typically in
default, with little prospect for recovery of principal or interest.



NOTE: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the


                                       A-3



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



                            MEDIUM-TERM NOTE RATINGS



Moody's assigns long-term ratings to individual debt securities issued from
medium-term note (MTN) programs, in addition to indicating ratings to MTN
programs themselves. Notes issued under MTN programs with such indicated ratings
are rated at issuance at the rating applicable to all pari passu notes issued
under the same program, at the program's relevant indicated rating, provided
such notes do not exhibit any of the characteristics listed below:



- Notes containing features that link interest or principal to the credit
performance of any third party or parties (i.e., credit-linked notes);



- Notes allowing for negative coupons, or negative principal;



- Notes containing any provision that could obligate the investor to make any
additional payments;



- Notes containing provisions that subordinate the claim.



For notes with any of these characteristics, the rating of the individual note
may differ from the indicated rating of the program.



For credit-linked securities, Moody's policy is to "look through" to the credit
risk of the underlying obligor. Moody's policy with respect to non-credit linked
obligations is to rate the issuer's ability to meet the contract as stated,
regardless of potential losses to investors as a result of non-credit
developments. In other words, as long as the obligation has debt standing in the
event of bankruptcy, we will assign the appropriate debt class level rating to
the instrument.



Market participants must determine whether any particular note is rated, and if
so, at what rating level. Moody's encourages market participants to contact
Moody's Ratings Desks or visit www.moodys.com directly if they have questions
regarding ratings for specific notes issued under a medium-term note program.
Unrated notes issued under an MTN program may be assigned an NR (not rated)
symbol.



                               SHORT-TERM RATINGS



Moody's short-term ratings are opinions of the ability of issuers to honor
short-term financial obligations. Ratings may be assigned to issuers, short-term
programs or to individual short-term debt instruments. Such obligations
generally have an original maturity not exceeding thirteen months, unless
explicitly noted.



Moody's employs the following designations to indicate the relative repayment
ability of rated issuers:



                                      P-1



Issuers (or supporting institutions) rated Prime-1 have a superior ability to
repay short-term debt obligations.



                                      P-2



Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay short-term debt obligations.



                                      P-3



Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to
repay short-term obligations.



                                       NP



Issuers (or supporting institutions) rated Not Prime do not fall within any of
the Prime rating categories.



NOTE: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced
by the senior-most long-term rating of the issuer, its guarantor or
support-provider.


                                       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


VAN KAMPEN HIGH YIELD FUND


522 Fifth Avenue


New York, New York 10036


Investment Adviser
VAN KAMPEN ASSET MANAGEMENT

522 Fifth Avenue


New York, New York 10036


Distributor
VAN KAMPEN FUNDS INC.

522 Fifth Avenue


New York, New York 10036


Transfer Agent
VAN KAMPEN INVESTOR SERVICES INC.
PO Box 947
Jersey City, New Jersey 07303-0947
Attn: Van Kampen High Yield Fund

Custodian
STATE STREET BANK AND TRUST COMPANY
One Lincoln Street
Boston, Massachusetts 02111
Attn: Van Kampen High Yield Fund

Legal Counsel
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
333 West Wacker Drive
Chicago, Illinois 60606

Independent Registered Public Accounting Firm
ERNST & YOUNG LLP
233 South Wacker Drive
Chicago, Illinois 60606


--------------------------------------------------------------------------------
  Van Kampen High Yield Fund

  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. Free copies of
  the Fund's reports and its Statement of Additional Information are available
  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
  202.551.8090. 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.

  This Prospectus is dated

  December 28, 2007


  CLASS A SHARES
  CLASS B SHARES
  CLASS C SHARES

  The Fund's Investment Company Act File No. is 811-2851.
--------------------------------------------------------------------------------

                                                         Van Kampen Funds Inc.

                                                  1 Parkview Plaza - Suite 100


                                                                 P.O. Box 5555

                                               Oakbrook Terrace, IL 60181-5555
                                                             www.vankampen.com


                                       Copyright (C)2007 Van Kampen Funds Inc.


                                        All rights reserved. Member FINRA/SIPC


                                                                 HYI PRO 12/07


  (VAN KAMPEN INVESTMENTS LOGO)


                                         MUTUAL FUNDS

                                         Van Kampen
                                         High Yield Fund

                                         ---------------------------------------
                                         This Prospectus is dated

                                         December 28, 2007


                                         CLASS I SHARES

                                        Van Kampen High Yield 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.
     (VAN KAMPEN INVESTMENTS LOGO)


Table of Contents



                                                          
Risk/Return Summary.........................................   3
Fees and Expenses of the Fund...............................   6
Investment Objectives, Principal Investment Strategies and
Risks.......................................................   6
Investment Advisory Services................................  15
Purchase of Shares..........................................  16
Redemption of Shares........................................  18
Distributions from the Fund.................................  19
Shareholder Services........................................  20
Frequent Purchases and Redemptions of Fund Shares...........  20
Federal Income Taxation.....................................  21
Disclosure of Portfolio Holdings............................  22
Financial Highlights........................................  23
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 a portion or all of its total assets in
securities issued by foreign governments or foreign corporations; provided,
however, that the Fund may not invest more than 30% of its total assets in
non-U.S. dollar denominated securities. The Fund may purchase and sell certain
derivative instruments, such as options, futures contracts, options on futures
contracts, swaps and structured products (collectively, also referred to in this
Prospectus as Strategic Transactions), for various portfolio management
purposes, including to earn income, to facilitate portfolio management and to
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, Principal Investment Strategies 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

                                        3


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. The Fund may also invest in issuers in developing or emerging
market countries, which are subject to greater risks than investments in
securities of issuers in developed countries.


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, options on futures
contracts, swaps and structured products 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 principal investment
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 I Shares over the one calendar year prior to the
date of this Prospectus. Remember that


                                        4


past performance of the Fund is not indicative of its future performance.

(BAR GRAPH)



                                                                             ANNUAL RETURN
                                                                             -------------
                                                           
2006                                                                             8.56



The Fund's return for the nine-month period ended September 30, 2007 for Class I
Shares was 4.47%. As a result of market activity, current performance may vary
from the figures shown.



During the one-year period shown in the bar chart, the highest quarterly return
for Class I Shares was 3.17% (for the quarter ended December 31, 2006) and the
lowest quarterly return for Class I Shares was -0.16% (for the quarter ended
June 30, 2006).


                            COMPARATIVE PERFORMANCE

As a basis for evaluating the Fund's performance and risks, the table below
shows how the Fund's performance compares with Lehman Brothers U.S. Corporate
High Yield - 2% Issuer Cap Index*, a broad-based market index that the Fund's
investment adviser believes is an appropriate benchmark for the Fund, and Lipper
High Current Yield Bond Funds Index, an index of funds with similar investment
objectives. 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, the table shows after tax returns for the
Fund's Class I Shares in two ways: (i) after taxes on distributions and (ii)
after taxes on distributions and sale of Fund shares. 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. 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, 2006 (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
    FOR THE
    PERIODS ENDED                       PAST      SINCE
    DECEMBER 31, 2006                  1 YEAR   INCEPTION
-------------------------------------------------------------
                                              
    Van Kampen High Yield Fund --
    Class I Shares
      Return Before Taxes               8.56%     6.12%(1)
      Return After Taxes on
      Distributions                     5.83%     3.39%(1)
      Return After Taxes on
      Distributions and Sale of Fund
      Shares                            5.48%     3.61%(1)
    Lehman Brothers U.S. Corporate
    High Yield - 2% Issuer Cap Index*  10.76%     8.65%(2)
    Lipper High Current Yield Bond
    Funds Index                        10.17%     8.35%(2)
..............................................................




Return information is provided since: (1) 3/23/05, (2) 3/31/05.



 *  The Lehman Brothers U.S. Corporate High Yield - 2% Issuer Cap Index is an
    unmanaged, broad-based index that reflects the general performance of the
    U.S. dollar denominated, fixed-rate, non-investment grade, taxable corporate
    bond market. Issuers are capped at 2% of the index.



The current yield for the thirty-day period ended August 31, 2007 is 8.34% for
Class I Shares. Investors can obtain the current yield of the Fund for each
class of shares by calling (800) 847-2424 or by visiting our web site at
www.vankampen.com.


                                        5


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




                                                CLASS I
                                                SHARES
-----------------------------------------------------------
                                                  

SHAREHOLDER FEES
(fees paid directly from your investment)
-----------------------------------------------------------
Maximum sales charge (load) imposed on
purchases                                          None
............................................................
Maximum deferred sales charge (load)               None
............................................................
Maximum sales charge (load) imposed on
reinvested dividends                               None
............................................................
Redemption fee(1)                                 2.00%
............................................................
Exchange fee(1)                                   2.00%
............................................................

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets and are based
on expenses incurred during the Fund's fiscal year ended
August 31, 2007)
-----------------------------------------------------------
Management fees                                   0.41%
............................................................
Other expenses                                    0.26%
............................................................
Total annual fund operating expenses              0.67%
............................................................



(1) The redemption fee and the exchange fee apply to the proceeds of Fund shares
    that are redeemed or exchanged within 30 days of purchase. See "Redemption
    of Shares" for more information on when the fees apply.

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. 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
------------------------------------------------------------------
                                                
Class I Shares           $68       $214       $373       $835
...................................................................



Investment Objectives,
Principal Investment
Strategies and Risks

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

                             INVESTMENT OBJECTIVES

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.

                              PRINCIPAL INVESTMENT
                              STRATEGIES AND RISKS

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

                                        6


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 greater risks than
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 in writing 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.

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.

                                 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 grade
.......................................................
         BBB       Baa          Average grade
------------------------------------------------------
          BB       Ba           Below-average grade
.......................................................
           B       B            Marginal grade
.......................................................
         CCC       Caa          Poor grade
.......................................................
          CC       Ca           Highly speculative
.......................................................
           C       C            Lowest grade
.......................................................
           D       --           In default
.......................................................


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

                                        7


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

                                        8


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,

                                        9


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.

Few medium- and lower-grade income securities are 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

                                        10


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. See
"Federal Income Taxation" below.


The table below sets forth the percentages of the Fund's assets during the
fiscal year ended August 31, 2007 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 2007 fiscal year computed
on a monthly basis.





                             FISCAL YEAR ENDED AUGUST 31, 2007
                                              UNRATED SECURITIES OF
                         RATED SECURITIES      COMPARABLE QUALITY
    RATING              (AS A PERCENTAGE OF    (AS A PERCENTAGE OF
    CATEGORY             PORTFOLIO VALUE)       PORTFOLIO VALUE)
-----------------------------------------------------------------------
                                                        
    AAA/Aaa                    0.02%                  0.00%
........................................................................
    AA/Aa                      0.10%                  0.00%
........................................................................
    A/A                        0.46%                  0.00%
........................................................................
    BBB/Baa                    5.00%                  0.86%
........................................................................
    BB/Ba                     31.10%                  0.00%
........................................................................
    B/B                       56.81%                  1.04%
........................................................................
    CCC/Caa                    4.21%                  0.00%
........................................................................
    CC/Ca                      0.00%                  0.00%
........................................................................
    C/C                        0.00%                  0.00%
........................................................................
    D                          0.00%                  0.00%
........................................................................
    Not Rated                  0.00%                  0.40%
........................................................................
    Percentage of
    Rated and Unrated
    Debt Securities           97.70%                  2.30%
........................................................................



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.

Special tax considerations are associated with investing in zero coupon and
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.

                             RISKS OF INVESTING IN
                         SECURITIES OF FOREIGN ISSUERS


The Fund may invest a portion or all 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 and domestic issuers may
be denominated in U.S. dollars or in currencies other than U.S. dollars. The
Fund may invest up to 30% of its total assets in non-U.S. dollar denominated
securities. The Fund's investment adviser believes that in certain instances
such securities of


                                        11


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 securities of foreign issuers 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.

The Fund may invest in securities of foreign issuers in the form of depositary
receipts. Depositary receipts involve substantially identical risks to those
associated with direct investment in securities of foreign issuers. 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.

Since the Fund may invest in securities denominated or quoted in currencies
other than the U.S. dollar, the Fund may 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 rates
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 return on such assets as well
as any temporary uninvested reserves in bank deposits in foreign currencies. In
addition, the Fund will incur costs in connection with conversions between
various currencies.

The Fund may purchase and sell foreign currency on a spot (i.e., cash) basis in
connection with the settlement of transactions in securities traded in such
foreign currency. The Fund also may enter into contracts with banks, brokers or
dealers to purchase or sell securities or foreign currencies at a future date
("forward contracts"). A foreign currency forward contract is a negotiated
agreement between the contracting parties to exchange a specified amount of
currency at a specified future time at a specified rate. The rate can be higher
or lower than the spot rate between the currencies that are the subject of the
contract.

                                        12


The Fund may attempt to protect against adverse changes in the value of the U.S.
dollar in relation to a foreign currency by entering into a forward contract for
the purchase or sale of the amount of foreign currency invested or to be
invested, or by buying or selling a foreign currency option or futures contract
for such amount. Such strategies may be employed before the Fund purchases a
foreign security traded in the currency which the Fund anticipates acquiring or
between the date the foreign security is purchased or sold and the date on which
payment therefor is made or received. Seeking to protect against a change in the
value of a foreign currency in the foregoing manner does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Furthermore, such transactions reduce or
preclude the opportunity for gain if the value of the currency should move in
the direction opposite to the position taken. Unanticipated changes in currency
prices may result in poorer overall performance for the Fund than if it had not
entered into such contracts. The Fund may also cross-hedge currencies by
entering into a transaction to purchase or sell one or more currencies that are
expected to decline in value relative to other currencies. The use of currency
transactions can result in the Fund incurring losses because of the imposition
of exchange controls, suspension of settlements or the inability of the Fund to
deliver or receive a specified currency. There is an additional risk to the
extent that these transactions create exposure to currencies in which the Fund's
securities are not denominated. Also, amounts paid as premiums and cash or other
assets held in margin accounts with respect to Strategic Transactions are not
otherwise available to the Fund for investment purposes.

                             STRATEGIC TRANSACTIONS


The Fund may, but is not required to, use various investment strategies
(referred to herein as "Strategic Transactions") for a variety of purposes
including hedging, risk management, portfolio management or to earn income. The
Fund's use of Strategic Transactions may involve the purchase and sale of
derivative instruments such as options, forwards, futures, options on futures,
swaps and other related instruments and techniques. Such derivatives may be
based on a variety of underlying instruments, including equity and debt
securities, indexes, interest rates, currencies and other assets. The Fund's use
of Strategic Transactions may also include other instruments, strategies and
techniques, including newly developed or permitted instruments, strategies and
techniques, consistent with the Fund's investment objectives and applicable
regulatory requirements.



A futures contract is a standardized agreement between two parties to buy or
sell a specific quantity of an underlying instrument at a specific price at a
specific future time. The value of a futures contract tends to increase and
decrease in tandem with the value of the underlying instrument. Futures
contracts are bilateral agreements, with both the purchaser and the seller
equally obligated to complete the transaction. Depending on the terms of the
particular contract, futures contracts are settled through either physical
delivery of the underlying instrument on the settlement date or by payment of a
cash settlement amount on the settlement date. The Fund's use of futures may not
always be successful. The prices of futures can be highly volatile, using them
could lower total return, and the potential loss from futures can exceed the
Fund's initial investment in such contracts.



A swap contract is an agreement between two parties pursuant to which the
parties exchange payments at specified dates on the basis of a specified
notional amount, with the payments calculated by reference to specified
securities, indexes, reference rates, currencies or other instruments. Most swap
agreements provide that when the period payment dates for both parties are the
same, the payments are made on a net basis (i.e., the two payment streams are
netted out, with only the net amount paid by one party to the other). The Fund's
obligations or rights under a swap contract entered into on a net basis will
generally be equal only to the net amount to be paid or received under the
agreement, based on the relative values of the positions held by each
counterparty. Swap agreements are not entered into or traded on exchanges and
there is no central clearing or guaranty function for swaps. Therefore, swaps
are subject to credit risk and the risk of default or non-performance by the
counterparty. Swaps could result in losses if interest rate or foreign currency
exchange rates or credit quality changes are not correctly anticipated by the
Fund or if the reference index, security or investments do not perform as
expected.


                                        13



The Fund also may invest a portion of its assets in structured notes and other
types of structured investments (referred to collectively as "structured
products"). A structured note is a derivative security for which the amount of
principal repayment and/or interest payments is based on the movement of one or
more "factors." These factors include, but are not limited to, currency exchange
rates, interest rates (such as the prime lending rate or LIBOR), referenced
bonds and stock indices. Investments in structured notes involve risks including
interest rate risk, credit risk and market risk. Changes in interest rates and
movement of the factor may cause significant price fluctuations and changes in
the reference factor may cause the interest rate on the structured note to be
reduced to zero and any further changes in the reference factor may then reduce
the principal amount payable on maturity. Structured notes may be less liquid
than other types of securities and more volatile than the reference factor
underlying the note.



Generally, structured investments are interests in entities organized and
operated for the purpose of restructuring the investment characteristics of
underlying investment interests or securities. These investment entities may be
structured as trusts or other types of pooled investment vehicles. Holders of
structured investments bear risks of the underlying investment and are subject
to counterparty risk. While certain structured investment vehicles enable the
investor to acquire interests in a pool of securities without the brokerage and
other expenses associated with directly holding the same securities, investors
in structured investment vehicles generally pay their share of the investment
vehicle's administrative and other expenses. Certain structured products may be
thinly traded or have a limited trading market and may have the effect of
increasing the Fund's illiquidity to the extent that the Fund, at a particular
point in time, may be unable to find qualified buyers for these securities.



The use of Strategic Transactions involves risks that are different from, and
possibly greater than, the risks associated with other portfolio investments.
Strategic Transactions may involve the use of highly specialized instruments
that require investment techniques and risk analyses different from those
associated with other portfolio investments. The Fund complies with applicable
regulatory requirements when implementing Strategic Transactions, including the
segregation of cash and/or liquid securities on the books of the Fund's
custodian, as mandated by SEC rules or SEC staff positions. A more complete
discussion of Strategic Transactions and their risks is included in the Fund's
Statement of Additional Information. Although the Adviser seeks to use Strategic
Transactions to further the Fund's investment objective, no assurance can be
given that the use of Strategic Transactions will achieve this result.


                       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 invest in mortgage-related or mortgage-backed securities. Mortgage
loans made by banks, savings and loan institutions, and other lenders are often
assembled into pools. Interests in such pools may then be issued by private
entities or may also be issued or guaranteed by an agency or instrumentality of
the U.S. government. The Fund may invest in collateralized mortgage obligations
("CMOs") and real estate mortgage investment conduits ("REMICs"). CMOs are debt
obligations collateralized by mortgage loans or mortgage-related securities
which generally are held under an indenture issued by financial institutions or
other mortgage lenders or issued or guaranteed by agencies or instrumentalities
of the U.S. government. REMICs are private entities formed for the purpose of
holding a fixed pool of mortgages secured by an interest in real property. Such
securities generally are subject to market risk, prepayment risk and extension
risk.

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.

                                        14


The Fund may sell securities without regard to the length of time they have been
held to take advantage of new investment opportunities, 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 and 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. The Fund's portfolio turnover rate is reported in the section
entitled "Financial Highlights."

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 is the Fund's investment adviser (the
"Adviser"). 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 services more than three million retail investor
accounts, has extensive capabilities for managing institutional portfolios and
has more than $122 billion under management or supervision as of September 30,
2007. Van Kampen Funds Inc., the distributor of the Fund (the "Distributor"), 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 provides a wide range of investment banking,
securities, investment management and wealth management services. The Adviser's
principal office is located at 522 Fifth Avenue, New York, New York 10036.


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 $500 million          0.420%
...................................................
    Next $250 million           0.345%
...................................................
    Next $250 million           0.295%
...................................................
    Next $1 billion             0.270%
...................................................
    Next $1 billion             0.245%
...................................................
    Over $3 billion             0.220%
...................................................



Applying this fee schedule, the Fund's effective advisory fee rate was 0.41% of
the Fund's average daily net assets for the Fund's fiscal year ended August 31,
2007. 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.


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 registered public accounting firm 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.

A discussion regarding the basis for the Board of Trustees' approval of the
Advisory Agreement is

                                        15



available in the Fund's Annual Report for the fiscal year ended August 31, 2007.



PORTFOLIO MANAGEMENT. The Fund is managed by members of the Adviser's Taxable
Fixed Income team. The Taxable Fixed Income team consists of portfolio managers
and analysts. Current members of the team jointly and primarily responsible for
the day-to-day management of the Fund's portfolio are Henry Choi and Steven K.
Kreider, each a Managing Director of the Adviser.



Mr. Choi has been associated with the Adviser in an investment management
capacity since and began managing the Fund in December 2007. From May 2006 to
October 2007, Mr. Choi was a portfolio manager at Citibank; from April 2003 to
April 2005, he was a portfolio manager at Standard Pacific Capital; and from
April 2002 to April 2003, he was an analyst at Amaranth Advisors. Mr. Kreider
has been associated with the Adviser in an investment management capacity since
1988 and began managing the Fund in June 2007.



Mr. Choi is the lead manager of the Fund. All team members collaborate to manage
the assets of the Fund. Mr. Choi is responsible for the execution of the overall
strategy of the Fund.


The Fund's Statement of Additional Information provides additional information
about the portfolio managers' compensation structure, other accounts managed by
the portfolio managers and the portfolio managers' ownership of securities in
the Fund.

The composition of the team may change without notice from time to time.

Purchase of Shares

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

                                    GENERAL


This Prospectus offers Class I Shares of the Fund. Class I Shares are offered
without any sales charges on purchases or sales and without any distribution
(12b-1) fee and service fee. Class I Shares are available for purchase
exclusively by (i) tax-exempt retirement plans with assets of at least one
million dollars (including 401(k) plans, 457 plans, employer-sponsored 403(b)
plans, profit sharing and money purchase plans, defined benefit plans and
non-qualified deferred compensation plans), (ii) fee-based investment programs
with assets of at least one million dollars, (iii) qualified state tuition plan
(529 plan) accounts, (iv) institutional clients with assets of at least one
million dollars and (v) certain Van Kampen investment companies.


Participants in tax-exempt retirement plans must contact the plan's
administrator to purchase shares. For plan administrator contact information,
participants should contact their respective employer's human resources
department. Participants in fee-based investment programs should contact the
program's administrator or their financial adviser to purchase shares.
Transactions generally are effected on behalf of a tax-exempt retirement plan
participant by the administrator or a custodian, trustee or record keeper for
the plan and on behalf of a fee-based investment program participant by their
administrator or financial adviser. Institutional clients may purchase shares
either directly or through an authorized dealer.

Other classes of shares of the Fund may be offered through one or more separate
prospectuses of the Fund. Each class of shares of the Fund represents an
interest in the same portfolio of investments of the Fund and generally has the
same rights, except for the differing sales loads, distribution fees, service
fees and any related expenses associated with each class of shares, the
exclusive voting rights by each class with respect to any distribution plan or
service plan for such class of shares, and some classes may have different
conversion rights or shareholder servicing options.

                              PRICING FUND SHARES

The offering price of the Fund's shares is based upon the Fund's net asset value
per share. The net asset value per share is determined once daily as of the
close of trading on the New York Stock Exchange (the "Exchange") (generally 4:00
p.m., Eastern 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

                                        16


price more frequently than once daily if deemed desirable. Net asset value per
share for Class I Shares is determined by dividing the value of the Fund's
portfolio securities, cash and other assets (including accrued interest)
attributable to Class I Shares, less all liabilities (including accrued
expenses) attributable to Class I Shares, by the total number of Class I Shares
outstanding.

Such computation is made by using prices as of the close of trading on the
Exchange and valuing portfolio securities (i) for which market quotations are
readily available at such market quotations (for example, using the last
reported sale price for securities listed on a securities exchange or using the
mean between the last reported bid and asked prices on unlisted securities) and
(ii) for which market quotations are not readily available and any other assets
at their fair value as determined in good faith in accordance with procedures
established by the Fund's Board of Trustees. In cases where a security is traded
on more than one exchange, the security is valued on the exchange designated as
the primary market. Securities with remaining maturities of 60 days or less are
valued at amortized cost, which approximates market value. See the financial
statements and notes thereto in the Fund's Annual Report.

Trading in securities on many foreign securities exchanges and over-the-counter
markets is normally completed before the close of business on each U.S. business
day. In addition, securities trading in a particular country or countries may
not take place on all U.S. business days or may take place on days which are not
U.S. business days. Changes in valuations on certain securities may occur at
times or on days on which the Fund's net asset value is not calculated and on
which the Fund does not effect sales, redemptions and exchanges of its shares.
The Fund calculates net asset value per share, and therefore effects sales,
redemptions and exchanges of its shares, as of the close of trading on the
Exchange each day the Exchange is open for trading.


If events materially affecting the price of foreign portfolio securities occur
between the time when their price was last determined on such foreign securities
exchange or market and the time when the Fund's net asset value was last
calculated (for example, movements in certain U.S. securities indices which
demonstrate strong correlation to movements in certain foreign securities
markets), such securities may be valued at their fair value as determined in
good faith in accordance with procedures established by the Fund's Board of
Trustees, an effect of which may be to foreclose opportunities available to
market timers or short-term traders. For purposes of calculating net asset value
per share, all assets and liabilities initially expressed in foreign currencies
will be converted into U.S. dollars at the mean of the bid price and asked price
of such currencies against the U.S. dollar as quoted by a major bank.


                               HOW TO BUY SHARES


The shares are offered on a continuous basis through the Distributor as
principal underwriter, which is located at 522 Fifth Avenue, New York, New York
10036. Shares may be purchased through members of the Financial Industry
Regulatory Authority ("FINRA") who are acting as securities dealers ("dealers")
and FINRA members or eligible non-FINRA 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 through an authorized dealer,
administrator, custodian, trustee, record keeper or financial adviser, who will
submit orders to the Fund's shareholder service agent, Van Kampen Investor
Services Inc. ("Investor Services"), a wholly owned subsidiary of Van Kampen
Investments.

The Adviser and/or the Distributor may pay compensation (out of their own funds
and not as an expense of the Fund) to certain affiliated or unaffiliated
authorized dealers in connection with the sale or retention of Fund shares
and/or shareholder servicing. Such compensation may be significant in amount and
the prospect of receiving, or the receipt of, such compensation may provide both
affiliated and unaffiliated entities, and their representatives or employees,
with an incentive to favor sales of shares of the Fund over other investment
options. Any such payments will not change the net asset value or the price of
the Fund's shares. For more information, please see the Fund's Statement of
Additional Information and/or contact your authorized dealer.

The offering price for shares is based upon the next determined net asset value
per share after an order is

                                        17


received timely by Investor Services, either directly or from authorized
dealers, administrators, financial advisers, custodians, trustees or record
keepers. Purchases completed through an authorized dealer, administrator,
custodian, trustee, record keeper or financial adviser may involve additional
fees charged by such person. Orders received by Investor Services prior to the
close of the Exchange, and orders received by authorized dealers,
administrators, custodians, trustees, record keepers or financial advisers prior
to the close of the Exchange that are properly transmitted to Investor Services
by the time designated by Investor Services, are priced based on the date of
receipt. Orders received by Investor Services after the close of the Exchange,
and orders received by authorized dealers, administrators, custodians, trustees,
record keepers or financial advisers after the close of the Exchange or orders
received by such persons that are not transmitted to Investor Services until
after the time designated by Investor Services, are priced based on the date of
the next determined net asset value per share provided they are received timely
by Investor Services on such date. It is the responsibility of authorized
dealers, administrators, custodians, trustees, record keepers or financial
advisers 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 reject or limit any order to
purchase Fund shares through exchange or otherwise and to close any shareholder
account. Certain patterns of past exchanges and/or purchase or sale transactions
involving the Fund or other Participating Funds (as defined below) may result in
the Fund rejecting or limiting, in the Fund's or the Distributor's discretion,
additional purchases and/or exchanges or in an account being closed.
Determinations in this regard may be made based on the frequency or dollar
amount of the previous exchanges or purchase or sale transactions. 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. As used herein,
"Participating Funds" refers to Van Kampen investment companies advised by the
Adviser and distributed by the Distributor as determined from time to time by
the Fund's Board of Trustees.

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 their authorized dealer,
administrator or financial adviser.


To help the government fight the funding of terrorism and money laundering
activities, the Fund has implemented an anti-money laundering compliance program
and has designated an anti-money laundering compliance officer. As part of the
program, federal law requires all financial institutions to obtain, verify, and
record information that identifies each person who opens an account. What this
means to you: when you open an account, you will be asked to provide your name,
address, date of birth, and other information that will allow us to identify
you. The Fund and the Distributor reserve the right to not open your account if
this information is not provided. If the Fund or the Distributor is unable to
verify your identity, the Fund and the Distributor reserve the right to restrict
additional transactions and/or liquidate your account at the next calculated net
asset value after the account is closed (less any applicable redemption fee or
exchange fee) or take any other action required by law.


Redemption of Shares

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

Generally, shareholders of Class I Shares of the Fund may redeem for cash some
or all of their shares without charge by the Fund (other than any applicable
redemption fee or exchange fee) at any time. Participants in tax-exempt
retirement plans must contact the plan's administrator to redeem shares. For
plan administrator contact information, participants should contact their
respective employer's human resources department. Participants in fee-based
investment programs must contact the program's administrator or their financial
adviser to redeem shares. Institutional clients may redeem shares either
directly or through an authorized dealer. Plan administrators, custodians,
trustees, record keepers or financial advisers may place redemption requests
directly with Investor Services or through an authorized dealer following
procedures specified by such authorized dealer.

The Fund will assess a 2% redemption fee on the proceeds of Fund shares that are
redeemed (either by

                                        18


sale or exchange) within 30 days of purchase. The redemption fee is paid
directly to the Fund and is intended to defray the costs associated with the
sale of portfolio securities to satisfy redemption and exchange requests made by
such shareholders, thereby reducing the impact on longer-term shareholders of
such costs. For purposes of determining whether the redemption fee applies,
shares that were held the longest will be redeemed first. For Fund shares
acquired by exchange, the holding period prior to the exchange is not considered
in determining whether the redemption fee is applied. The redemption fee and
exchange fee are not imposed on redemptions and/or exchanges made (i) through
pre-approved asset allocation programs, (ii) on shares received by reinvesting
income dividends or capital gain distributions and (iii) by other funds advised
by the Adviser or its affiliates.

The redemption fee and exchange fee may not be imposed on transactions that
occur through certain omnibus accounts at financial intermediaries. Certain
financial intermediaries may apply different methodologies than those described
above in assessing redemption fees, may impose their own redemption fee that may
differ from the Fund's redemption fee or may impose certain trading restrictions
to deter market timing and frequent trading. If you invest in the Fund through a
financial intermediary, please read that firm's materials carefully to learn
about any other restrictions or fees that may apply.


The redemption price will be the net asset value per share (less any applicable
redemption fee or exchange fee) next determined after the receipt by Investor
Services of a request in proper form from an administrator, custodian, trustee,
record keeper or financial adviser or by the Distributor from an authorized
dealer, provided such order is transmitted to Investor Services or the
Distributor by the time designated by Investor Services or the Distributor. It
is the responsibility of administrators, financial advisers, custodians,
trustees, record keepers and authorized dealers to transmit redemption requests
received by them to Investor Services or the Distributor so they will be
received prior to such time. Redemptions completed through an administrator,
custodian, trustee, record keeper, financial adviser or authorized dealer may
involve additional fees charged by such person.



Payment for shares redeemed generally will be mailed within seven days after
receipt by Investor Services of the redemption request in proper form. 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 taxable gain or
loss may be recognized by a shareholder upon redemption of shares, including if
the redemption proceeds are 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 in-kind 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.


Upon learning that a shareholder of Class I Shares has ceased his or her
participation in the plan or program, the Fund shall convert all Class I Shares
held by the shareholder to Class A Shares of the Fund (which are described and
offered in a separate prospectus). The failure of a shareholder of a fee-based
investment program to satisfy any minimum investment requirement will not
constitute a conversion event. Such conversion will be on the basis of the
relative net asset values of the shares, without imposition of any sales load,
fee or other charge.

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

                                        19


the Fund's Board of Trustees, is to declare daily and distribute monthly all, or
substantially all, of its 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.

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

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

Participants in tax-exempt retirement plans and fee-based investment programs
eligible to purchase the shares of the Fund must contact the administrator or
their financial adviser to purchase, redeem or exchange shares. Certain
shareholder services may only be available to tax-exempt retirement plan
participants through a plan administrator. Participants should contact the
appropriate tax-exempt retirement plan administrator for information regarding
the administration of participants' investments in the shares.

Frequent Purchases
and Redemptions of
Fund Shares

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

Frequent purchases and redemptions of Fund shares by Fund shareholders
("market-timing" or "short-term trading") may present risks for long-term
shareholders of the Fund, which may include, among other things, diluting the
value of Fund shares held by long-term shareholders, interfering with the
efficient management of the Fund's portfolio, increasing trading and
administrative costs, incurring unwanted taxable gains, and forcing the Fund to
hold excess levels of cash.

Certain types of mutual funds may be more susceptible to investors seeking to
market time or short-term trade. Mutual funds that invest in securities that
are, among other things, thinly traded, traded infrequently or less liquid are
subject to risk that market timers and/or short-term traders may seek to take
advantage of situations where the current market price may not accurately
reflect the current market value.


The Fund discourages and does not accommodate frequent purchases and redemptions
of Fund shares by Fund shareholders, and the Fund's Board of Trustees has
adopted policies and procedures to deter such frequent purchases and
redemptions. The Fund's policies with respect to purchases, redemptions and
exchanges of Fund shares are described in the "Fees and Expenses of the Fund,"
"Purchase of Shares," "Redemption of Shares" and "Shareholder Services" sections
of this Prospectus. The Fund's policies with respect to valuing portfolio
securities are described in the "Purchase of Shares" section of this Prospectus.
Except as described in each of these sections and with respect to omnibus
accounts, the Fund's policies regarding frequent trading of Fund shares are
applied uniformly to all shareholders. With respect to trades that occur through
omnibus accounts at intermediaries, such as investment advisers, broker dealers,
transfer agents, third party administrators and insurance companies, the Fund
(i) has requested assurance that such intermediaries currently selling Fund
shares have in place internal policies and procedures reasonably designed to
address market timing concerns and has instructed such intermediaries to notify
the Fund immediately if they are unable to comply with such policies and
procedures and (ii) requires all prospective intermediaries to agree to
cooperate in enforcing the Fund's policies with respect to frequent purchases,
exchanges and redemptions of Fund shares. On omnibus accounts at intermediaries,
the intermediary generally does not provide specific shareholder transaction
information to the Fund on individual shareholder accounts on an ongoing basis.
Therefore, to some extent, the Fund relies on the intermediaries to monitor
frequent short-term trading by shareholders. As part of the Fund's or the
Distributor's agreements with intermediaries, the intermediaries are required to
provide certain shareholder identification and transac-


                                        20



tion information upon the Fund's request. The Fund may use this information to
help identify and prevent market-timing activity in the Fund. There can be no
assurance that the Fund will be able to identify or prevent all market-timing
activity.


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) designated as capital gain dividends, if any, are
taxable to shareholders as long-term capital gain, 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 gain 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.

Current law provides for reduced U.S. federal income tax rates on (i) long-term
capital gains received by individuals and (ii) "qualified dividend income"
received by individuals from certain domestic and foreign corporations. The
reduced rates for capital gains generally apply to long-term capital gains from
sales or exchanges recognized on or after May 6, 2003, and cease to apply for
taxable years beginning after December 31, 2010. The reduced rate for dividends
generally applies to "qualified dividend income" received in taxable years
beginning after December 31, 2002, and ceases to apply for taxable years
beginning after December 31, 2010. Fund shareholders, as well as the Fund
itself, must also satisfy certain holding period and other requirements in order
for the reduced rate for dividends to apply. Because the Fund may invest a
portion of its assets in preferred stocks and securities convertible into common
stock, ordinary income dividends paid by the Fund may be eligible for the
reduced rate applicable to "qualified dividend income." No assurance can be
given as to what percentage of ordinary income dividends paid by the Fund will
consist of "qualified dividend income." To the extent that distributions from
the Fund are designated as capital gain dividends, such distributions will be
eligible for the reduced rates applicable to long-term capital gains.

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.
The maximum tax rate applicable to net capital gains recognized by individuals
and other non-corporate taxpayers on the sale or exchange of shares is (i) the
same as the maximum ordinary income tax rate for capital assets held for one
year or less or (ii) for net capital gains recognized on or after May 6, 2003,
15% for capital assets held for more than one year (20% for net capital gains
recognized in taxable years beginning after December 31, 2010).

Backup withholding rules require the Fund, in certain circumstances, to withhold
28% (through 2010) 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.

                                        21


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. Under current law, the Fund may pay "interest-related
dividends" and "short-term capital gain dividends" to its foreign shareholders
without having to withhold on such dividends at the 30% rate. The amount of
"interest-related dividends" that the Fund may pay each year is limited to the
amount of qualified interest income received by the Fund during that year, less
the amount of the Fund's expenses properly allocable to such interest income.
The amount of "short-term capital gain dividends" that the Fund may pay each
year generally is limited to the excess of the Fund's net short-term capital
gains over its net long-term capital losses, without any reduction for the
Fund's expenses allocable to such gains (with exceptions for certain gains). The
exemption from 30% withholding tax for "short-term capital gain dividends" does
not apply with respect to foreign shareholders that are present in the United
States for more than 182 days during the taxable year. If the Fund's income for
a taxable year includes "qualified interest income" or net short-term capital
gains, the Fund may designate dividends as "interest-related dividends" or
"short-term capital gain dividends" by written notice mailed to its foreign
shareholders not later than 60 days after the close of the Fund's taxable year.
Foreign shareholders must provide documentation to the Fund certifying their
non-United States status. These provisions apply to dividends paid by the Fund
with respect to the Fund's taxable years beginning on or after January 1, 2005
and will cease to apply to dividends paid by the Fund with respect to the Fund's
taxable years beginning after December 31, 2007. Prospective foreign investors
should consult their advisers concerning the tax consequences to them of an
investment in shares of the Fund.

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, plus any
amounts that were not distributed in previous taxable years, then the Fund will
be subject to a nondeductible 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 laws and any proposed tax law changes.

Disclosure of
Portfolio Holdings

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

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

                                        22


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 taxes
on Fund distributions or redemptions). The information has been audited by Ernst
& Young LLP, the Fund's independent registered public accounting firm, whose
report, along with the Fund's most recent financial statements, may be obtained
without charge from our web site at www.vankampen.com or by calling the
telephone number on the back cover of this Prospectus. This information should
be read in conjunction with the financial statements and notes thereto included
in the Fund's Annual Report.




                                                                   YEAR ENDED                  MARCH 23, 2005
                                                                   AUGUST 31,                   (COMMENCEMENT
                                                            -------------------------         OF OPERATIONS) TO
CLASS I SHARES*                                              2007             2006             AUGUST 31, 2005
-----------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net Asset Value, Beginning of the Period...........         $10.47           $10.89                $10.95
                                                            ------           ------
  Net Investment Income............................           0.71(a)          0.78(a)               0.36
  Net Realized and Unrealized Gain/Loss............          (0.04)           (0.39)                (0.06)
                                                            ------           ------                ------
Total from Investment Operations...................           0.67             0.39                  0.30
Less Distributions from Net Investment Income......           0.76             0.81                  0.36
                                                            ------           ------                ------
Net Asset Value, End of the Period.................         $10.38           $10.47                $10.89
                                                            ======           ======                ======

Total Return(b)....................................          6.49%            3.82%                 2.69%**
Net Assets at End of the Period (In millions)......         $  6.0           $  1.7                $ 23.3
Ratio of Expenses to Average Net Assets(c).........          0.67%            0.63%                 0.85%
Ratio of Net Investment Income to Average Net
  Assets...........................................          6.72%            7.37%                 6.97%
Portfolio Turnover.................................            42%              44%                   84%




* All share amounts and net asset values have been adjusted as a result of the
1-for-3 reverse share split on September 5, 2006.



** Non-Annualized


(a) Based on average shares outstanding.

(b) Assumes reinvestment of all distributions for the period. These returns do
    not reflect the deduction of taxes that a shareholder would pay on Fund
    distributions or the redemption of Fund shares.


(c) The Ratio of Expenses to Average Net Assets does not reflect credits earned
    on cash balances. If these credits were reflected as a reduction of expense,
    the ratio would decrease by .01% for the year ended August 31, 2007 and
    2006.


                                        23



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) follows:



A S&P issue credit rating is a current opinion of the creditworthiness of an
obligor with respect to a specific financial obligation, a specific class of
financial obligations, or a specific financial program (including ratings on
medium-term note programs and commercial paper programs). It takes into
consideration the creditworthiness of guarantors, insurers, or other forms of
credit enhancement on the obligation and takes into account the currency in
which the obligation is denominated. The opinion evaluates the obligor's
capacity and willingness to meet its financial commitments as they come due, and
may assess terms, such as collateral security and subordination, which could
affect ultimate payment in the event of default. The issue credit 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.



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



Issue credit ratings can be either long-term or short-term. Short-term ratings
are generally assigned to those obligations considered short-term in the
relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days -- including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an obligor
with respect to put features on long-term obligations. The result is a dual
rating, in which the short-term rating addresses the put feature, in addition to
the usual long-term rating. Medium-term notes are assigned long-term ratings.



                         LONG-TERM ISSUE CREDIT RATINGS



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



- 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;



- Nature of and provisions of the obligation;



- 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.



Issue ratings are an assessment of default risk, but may incorporate an
assessment of relative seniority or ultimate recovery in the event of default.
Junior obligations are typically rated lower than senior obligations, to reflect
the lower priority in bankruptcy, as noted above. (Such differentiation may
apply when an entity has both senior and subordinated obligations, secured and
unsecured obligations, or operating company and holding company obligations.)



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 to
a 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.


                                       A-1



                               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 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: A subordinated debt or preferred stock obligation rated 'C' is currently
highly vulnerable to nonpayment. The 'C' rating may be used to cover a situation
where a bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued. A 'C' also will be assigned to
a preferred stock issue in arrears on dividends or sinking fund payments, but
that is currently paying.



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.



NR: This indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a particular
obligation as a matter of policy.



                        SHORT-TERM ISSUE CREDIT RATINGS



A S&P short-term 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
S&P. 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 weakened 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. Ratings of 'B-1', 'B-2' and 'B-3' may be assigned
to indicate finer distinctions within the 'B' category. The obligor currently
has the capacity to meet its financial


                                       A-2



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.



B-1: A short-term obligation rated 'B-1' is regarded as having significant
speculative characteristics, but the obligor has a relatively stronger capacity
to meet its financial commitments over the short-term compared to other
speculative-grade obligors.



B-2: A short-term obligation rated 'B-2' is regarded as having significant
speculative characteristics, and the obligor has an average speculative-grade
capacity to meet its financial commitments over the short-term compared to other
speculative-grade obligors.



B-3: A short-term obligation rated 'B-3' is regarded as having significant
speculative characteristics, and the obligor has a relatively weaker capacity to
meet its financial commitments over the short-term compared to other
speculative-grade obligors.



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.



                                  DUAL RATINGS



S&P assigns "dual" ratings to all debt issues that have a put option or demand
feature as part of their structure. The first rating addresses the likelihood of
repayment of principal and interest as due, and the second rating addresses only
the demand feature. The long-term rating symbols are used for bonds to denote
the long-term maturity and the short-term rating symbols for the put option (for
example, 'AAA/A-1+'). With U.S. municipal short-term demand debt, S&P note
rating symbols are used with the short-term issue credit rating symbols (for
example, 'SP-1+/A-1+').



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



                          LONG-TERM OBLIGATION RATINGS



Moody's long-term obligation ratings are opinions of the relative credit risk of
fixed-income obligations with an original maturity of one year or more. They
address the possibility that a financial obligation will not be honored as
promised. Such ratings reflect both the likelihood of default and any financial
loss suffered in the event of default.



                     MOODY'S LONG-TERM RATING DEFINITIONS:



AAA: Obligations rated Aaa are judged to be of the highest quality, with minimal
credit risk.



AA: Obligations rated Aa are judged to be of high quality and are subject to
very low credit risk.



A: Obligations rated A are considered upper-medium grade and are subject to low
credit risk.



BAA: Obligations rated Baa are subject to moderate credit risk. They are
considered medium-grade and as such may possess certain speculative
characteristics.



BA: Obligations rated Ba are judged to have speculative elements and are subject
to substantial credit risk.



B: Obligations rated B are considered speculative and are subject to high credit
risk.



CAA: Obligations rated Caa are judged to be of poor standing and are subject to
very high credit risk.



CA: Obligations rated Ca are highly speculative and are likely in, or very near,
default, with some prospect of recovery of principal and interest.



C: Obligations rated C are the lowest rated class of bonds and are typically in
default, with little prospect for recovery of principal or interest.



NOTE: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the


                                       A-3



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



                            MEDIUM-TERM NOTE RATINGS



Moody's assigns long-term ratings to individual debt securities issued from
medium-term note (MTN) programs, in addition to indicating ratings to MTN
programs themselves. Notes issued under MTN programs with such indicated ratings
are rated at issuance at the rating applicable to all pari passu notes issued
under the same program, at the program's relevant indicated rating, provided
such notes do not exhibit any of the characteristics listed below:



- Notes containing features that link interest or principal to the credit
performance of any third party or parties (i.e., credit-linked notes);



- Notes allowing for negative coupons, or negative principal;



- Notes containing any provision that could obligate the investor to make any
additional payments;



- Notes containing provisions that subordinate the claim.



For notes with any of these characteristics, the rating of the individual note
may differ from the indicated rating of the program.



For credit-linked securities, Moody's policy is to "look through" to the credit
risk of the underlying obligor. Moody's policy with respect to non-credit linked
obligations is to rate the issuer's ability to meet the contract as stated,
regardless of potential losses to investors as a result of non-credit
developments. In other words, as long as the obligation has debt standing in the
event of bankruptcy, we will assign the appropriate debt class level rating to
the instrument.



Market participants must determine whether any particular note is rated, and if
so, at what rating level. Moody's encourages market participants to contact
Moody's Ratings Desks or visit www.moodys.com directly if they have questions
regarding ratings for specific notes issued under a medium-term note program.
Unrated notes issued under an MTN program may be assigned an NR (not rated)
symbol.



                               SHORT-TERM RATINGS



Moody's short-term ratings are opinions of the ability of issuers to honor
short-term financial obligations. Ratings may be assigned to issuers, short-term
programs or to individual short-term debt instruments. Such obligations
generally have an original maturity not exceeding thirteen months, unless
explicitly noted.



Moody's employs the following designations to indicate the relative repayment
ability of rated issuers:



                                      P-1



Issuers (or supporting institutions) rated Prime-1 have a superior ability to
repay short-term debt obligations.



                                      P-2



Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay short-term debt obligations.



                                      P-3



Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to
repay short-term obligations.



                                       NP



Issuers (or supporting institutions) rated Not Prime do not fall within any of
the Prime rating categories.



NOTE: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced
by the senior-most long-term rating of the issuer, its guarantor or
support-provider.


                                       A-4


For More Information

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

EXISTING SHAREHOLDERS OR PROSPECTIVE INVESTORS
   - Call your broker
   - WEB SITE
     www.vankampen.com

DEALERS
   - WEB SITE
     www.vankampen.com
   - VAN KAMPEN INVESTMENTS 800-421-5666


VAN KAMPEN HIGH YIELD FUND


522 Fifth Avenue


New York, New York 10036


Investment Adviser
VAN KAMPEN ASSET MANAGEMENT

522 Fifth Avenue


New York, New York 10036


Distributor
VAN KAMPEN FUNDS INC.

522 Fifth Avenue


New York, New York 10036


Transfer Agent
VAN KAMPEN INVESTOR SERVICES INC.
PO Box 947
Jersey City, New Jersey 07303-0947
Attn: Van Kampen High Yield Fund

Custodian
STATE STREET BANK AND TRUST COMPANY
One Lincoln Street
Boston, Massachusetts 02111
Attn: Van Kampen High Yield Fund

Legal Counsel
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
333 West Wacker Drive
Chicago, Illinois 60606

Independent Registered Public Accounting Firm
ERNST & YOUNG LLP
233 South Wacker Drive
Chicago, Illinois 60606


--------------------------------------------------------------------------------
  Van Kampen High Yield Fund

  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. Free copies of
  the Fund's reports and its Statement of Additional Information are available
  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
  202.551.8090. 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.

  This Prospectus is dated

  December 28, 2007


  CLASS I SHARES

  The Fund's Investment Company Act File No. is 811-2851.
--------------------------------------------------------------------------------

                                                         Van Kampen Funds Inc.

                                                  1 Parkview Plaza - Suite 100


                                                                 P.O. Box 5555

                                               Oakbrook Terrace, IL 60181-5555
                                                             www.vankampen.com


                                       Copyright (C)2007 Van Kampen Funds Inc.


                                        All rights reserved. Member FINRA/SIPC


  (VAN KAMPEN INVESTMENTS LOGO)                                HYI PRO I 12/07


                      STATEMENT OF ADDITIONAL INFORMATION

                                   VAN KAMPEN

                                HIGH YIELD FUND

     Van Kampen High Yield 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 the sole diversified series of the Van Kampen High
Yield Fund, an open-end management investment company (the "Trust").


     This Statement of Additional Information is not a prospectus. Shares of the
Fund are subject to two different prospectuses. Class A Shares, Class B Shares
and Class C Shares are subject to one prospectus dated December 28, 2007 and
Class I Shares are subject to a separate prospectus dated December 28, 2007
(collectively referred to herein as the "Prospectuses" or individually as a
"Prospectus"). This Statement of Additional Information should be read in
conjunction with a Prospectus of the Fund. 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 a Prospectus prior to purchasing shares of the Fund. A Class A Shares,
Class B Shares and Class C Shares Prospectus, a Class I Shares Prospectus, the
Statement of Additional Information and the Fund's Annual and Semiannual Reports
may be obtained without charge from our web site at www.vankampen.com or any of
these materials may be obtained without charge by writing or calling Van Kampen
Funds Inc. at 1 Parkview Plaza - Suite 100, PO Box 5555, Oakbrook Terrace,
Illinois 60181-5555 or (800) 847-2424.


                               TABLE OF CONTENTS




                                                              PAGE
                                                              ----
                                                           
General Information.........................................  B-2
Investment Objectives, Investment Strategies and Risks......  B-3
Strategic Transactions......................................  B-10
Investment Restrictions.....................................  B-19
Trustees and Officers.......................................  B-22
Investment Advisory Agreement...............................  B-31
Fund Management.............................................  B-32
Other Agreements............................................  B-33
Distribution and Service....................................  B-34
Transfer Agent..............................................  B-38
Portfolio Transactions and Brokerage Allocation.............  B-38
Shareholder Services........................................  B-40
Redemption of Shares........................................  B-42
Contingent Deferred Sales Charge-Class A....................  B-43
Waiver of Contingent Deferred Sales Charges.................  B-43
Taxation....................................................  B-44
Fund Performance............................................  B-49
Other Information...........................................  B-53
Financial Statements........................................  B-58
Appendix A - Proxy Voting Policy and Procedures.............  A-1




      THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED DECEMBER 28, 2007.



                                                                   HYI SAI 12/07



                              GENERAL INFORMATION

     The Fund was originally incorporated in Texas on July 11, 1978 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. On July 14, 1998, the Fund and the Trust
adopted the name Van Kampen High Income Corporate Bond Fund. On December 17,
2004, the Fund and the Trust adopted their present names. The Trust is a
statutory trust organized under the laws of the State of Delaware.


     Van Kampen Asset Management (the "Adviser"), 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 each of the Trust, the Fund, the Adviser, the
Distributor and Van Kampen Investments is located at 522 Fifth Avenue, New York,
New York 10036. The principal office of Investor Services is located at 2800
Post Oak Boulevard, Houston, Texas 77056.


     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 four classes of shares, designated as Class A
Shares, Class B Shares, Class C Shares and Class I 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 a 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. The liquidation proceeds to holders of classes of shares
with higher distribution fees and transfer agency costs are likely to be less
than the liquidation proceeds to holders of classes of shares with lower
distribution fees and transfer agency costs.

     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 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

                                       B-2


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, 2007, 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, Class C Shares or Class I Shares of the Fund, except as follows:





                                                                             APPROXIMATE
                                                                            PERCENTAGE OF
                                                                 CLASS       OWNERSHIP ON
NAME AND ADDRESS OF HOLDER                                     OF SHARES   DECEMBER 3, 2007
--------------------------                                     ---------   ----------------
                                                                     
Edward Jones & Co. .........................................     A               24%
Attn: Mutual Fund                                                B               10%
Shareholder Accounting                                           C                6%
201 Progress Pkwy
Maryland Hts, MO 63043-3009
Morgan Stanley & Co. .......................................     B               11%
2000 Westchester Avenue                                          C               12%
Purchase, NY 10577                                               I               14%
PFPC Brokerage Services.....................................     B                5%
FBO Primerica Financial Services
760 Moore Road
King of Prussia, PA 19406-1212
Pershing LLC................................................     B                7%
1 Pershing Plaza                                                 C                8%
Jersey City, NJ 07399-0002
Citigroup Global Markets Inc. ..............................     C                7%
Attn: Cindy Tempesta, 7th Floor
333 West 34th Street
New York, NY 10001-2402
Van Kampen Asset Allocation Moderate Fund...................     I               39%
Fund of Funds Investment
Attn: Karen Romero
195 Broadway, 19th Floor
New York, NY 10007-3100
Van Kampen Asset Allocation Growth Fund.....................     I               36%
Fund of Funds Investment
Attn: Karen Romero
195 Broadway, 19th Floor
New York, NY 10007-3100
Aces Trust Fund.............................................     I                8%
HEF Bond Portfolio
Attn: Roman McLeod
100 North Union Street, Ste. 660
Montgomery, AL 36104-3719



             INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES AND RISKS

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

                                       B-3


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


     Enhanced Convertible Securities.  The Fund's investments in convertible
securities may include "enhanced" convertibles. 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.
"Enhanced" convertible securities are equity-linked hybrid securities that
automatically convert to equity securities on a specified date. Enhanced
convertibles have been designed with a variety of payoff structures, and are
known by a variety of different names. Three features common to enhanced
convertible securities are (i) conversion to equity securities at the maturity
of the convertible (as opposed to conversion at the option of the security
holder in the case of ordinary convertibles); (ii) capped or limited
appreciation potential relative to the underlying common stock; and (iii)
dividend yields that are typically higher than that on the underlying common
stock. Thus, enhanced convertible securities offer holders the opportunity to
obtain higher current income than would be available from a traditional equity
security issued by the same company in return for reduced participation in the
appreciation potential of the underlying common stock. Other forms of enhanced
convertible 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.


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 invest in securities of foreign issuers. The Fund considers an
issuer to be from a particular country (including the United States) or
geographic region if (i) its principal securities trading market is in that
country or geographic region; (ii) alone or on a consolidated basis it derives
50% or more of its annual revenue from either goods produced, sales made or
services performed in that country or geographic region; or (iii) it is
organized under the laws of, or has a principal office in that country or
geographic region. By applying these tests, it is possible that a particular
issuer could be deemed to be from more than one country or geographic region.



     The Fund may also 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 arrangements.


     Foreign Currency Exchange Risks.  To the extent the Fund invests 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 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's foreign currency exchange transactions may be conducted on a
spot basis (that is, cash basis) at the spot rate for purchasing or selling
currency prevailing in the foreign currency exchange market. The Fund also may
enter into contracts with banks, brokers or dealers to purchase or sell
securities or foreign currencies at a future date ("forward contracts"). A
foreign currency forward contract is a negotiated agreement between the
contracting parties to exchange a specified amount of currency at a specified
future
                                       B-5



time at a specified rate. The rate can be higher or lower than the spot rate
between the currencies that are the subject of the contract.


     The Fund may cross-hedge currencies by entering into a transaction to
purchase or sell one or more currencies that are expected to decline in value
relative to other currencies. The Fund may also engage in proxy hedging, which
is defined as entering into positions in one currency to hedge investments
denominated in another currency, where two currencies are economically linked.
The Fund's entry into forward contracts, as well as any use of proxy or cross
hedging techniques, will generally require the Fund to segregate cash and/or
liquid securities at least equal to the Fund's obligations throughout the
duration of the contract. The Fund may combine forward contracts with
investments in securities denominated in other currencies to achieve desired
security and currency exposures. Such combinations are generally referred to as
synthetic securities. For example, in lieu of purchasing a foreign bond, the
Fund may purchase a U.S. dollar-denominated security and at the same time enter
into a forward contract to exchange U.S. dollars for the contract's underlying
currency at a future date. By matching the amount of U.S. dollars to be
exchanged with the anticipated value of the U.S. dollar-denominated security,
the Fund may be able to lock in the foreign currency value of the security and
adopt a synthetic position reflecting the credit quality of the U.S.
dollar-denominated security.

     To the extent required by the rules and regulations of the SEC, the Fund
will segregate cash and/or liquid securities in an amount at least equal to the
value of the Fund's total assets committed to the consummation of forward
foreign currency exchange contracts. If the value of the segregated assets
declines, additional cash and/or liquid securities will be segregated on a daily
basis so that the value of the segregated assets will be at least equal to the
amount of the Fund's commitments with respect to such contracts.

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 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

                                       B-6


commercial bank loans by public and private entities of countries issuing Brady
Bonds, investments in Brady Bonds should be viewed as speculative.

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 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.

MORTGAGE-RELATED OR MORTGAGE BACKED SECURITIES

     The Fund may invest in mortgage-related or mortgage-backed securities.
Mortgage loans made by banks, savings and loan institutions, and other lenders
are often assembled into pools. Interests in such pools may then be issued by
private entities or may also be issued or guaranteed by an agency or
instrumentality of the U.S. government. Mortgage-related or mortgage-backed
securities that are guaranteed by the U.S. government, its agencies or
instrumentalities include obligations issued or guaranteed by the Government
National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").
GNMA is a wholly owned corporate instrumentality of the United States whose
securities and guarantees are backed by the full faith and credit of the United
States. FNMA, a federally chartered and privately owned corporation, and FHLMC,
a federal corporation, are instrumentalities of the United States. The
securities and guarantees of FNMA and FHLMC are not backed, directly or
indirectly, by the full faith and credit of the United States.

     The yield and payment characteristics of mortgage-related or
mortgage-backed securities differ from traditional debt securities. Such
securities are characterized by monthly payments to the holder, reflecting the
monthly payments made by the borrowers who received the underlying mortgage
loans less fees paid to the

                                       B-7


guarantor and the servicer of such mortgage loans. The payments to the holders
of such securities (such as the Fund), like the payments on the underlying
mortgage loans, represent both principal and interest. Although the underlying
mortgage loans are for specified periods of time, such as 20 or 30 years, the
borrowers can, and typically do, pay them off sooner. Thus, the holders of
mortgage-related or mortgage-backed securities frequently receive prepayments of
principal, in addition to the principal which is part of the regular monthly
payment. Faster or slower prepayments than expected on underlying mortgage loans
can dramatically alter the valuation and yield-to-maturity of such securities.
The value of most mortgage-related or mortgage-backed securities, like
traditional debt securities, tends to vary inversely with changes in prevailing
interest rates. Such securities, however, may benefit less than traditional debt
securities from declining interest rates because a property owner is more likely
to refinance a mortgage which bears a relatively high rate of interest during a
period of declining interest rates. This means some of the Fund's higher
yielding securities might be converted to cash, and the Fund will be forced to
accept lower interest rates when that cash is used to purchase new securities at
prevailing interest rates. The increased likelihood of prepayment when interest
rates decline also limits market price appreciation of such securities. If the
Fund buys mortgage-related or mortgage-backed securities at a premium, mortgage
foreclosures or mortgage prepayments may result in a loss to the Fund of up to
the amount of the premium paid since only timely payment of principal and
interest is guaranteed. Alternatively, during periods of rising interest rates,
such securities are often more susceptible to extension risk (i.e., rising
interest rates could cause property owners to prepay their mortgage loans more
slowly than expected when the security was purchased by the Fund which may
further reduce the market value of such security and lengthen the duration of
such security) than traditional debt securities.

     The Fund may invest in collateralized mortgage obligations. Collateralized
mortgage obligations are debt obligations issued generally by agencies or
instrumentalities of the U.S. government, or by private originators of, or
investors in, mortgages which are secured by mortgage-related securities,
including GNMA Certificates, FHLMC Certificates and FNMA Certificates, together
with certain funds and other collateral. Scheduled distributions on the
mortgage-related securities pledged to secure the collateralized mortgage
obligations, together with certain funds and other collateral and reinvestment
income thereon at an assumed reinvestment rate, will be sufficient to make
timely payments of interest on the obligations and to retire the obligations not
later than their stated maturity. Since the rate of payment of principal of any
collateralized mortgage obligation will depend on the rate of payment (including
prepayments) of the principal of the mortgage loans underlying the
mortgage-related securities, the actual maturity of the obligation could occur
significantly earlier than its stated maturity. Collateralized mortgage
obligations may be subject to redemption under certain circumstances. The rate
of interest borne by collateralized mortgage obligations may be either fixed or
floating. In addition, certain collateralized mortgage obligations do not bear
interest and are sold at a substantial discount (i.e., a price less than the
principal amount). Purchases of collateralized mortgage obligations at a
substantial discount involves a risk that the anticipated yield on the purchase
may not be realized if the underlying mortgage loans prepay at a slower than
anticipated rate, since the yield depends significantly on the rate of
prepayment of the underlying mortgages. Conversely, purchases of collateralized
mortgage obligations at a premium involve additional risk of loss of principal
in the event of unanticipated prepayments of the mortgage loans underlying the
mortgage-related securities since the premium may not have been fully amortized
at the time the obligation is repaid. The market value of collateralized
mortgage obligations purchased at a substantial premium or discount is extremely
volatile and the effects of prepayments on the underlying mortgage loans may
increase such volatility. Timely payment of interest and principal of private
originators may be supported by various forms of private insurance or guarantees
purchased by the private originator. There can be no assurance that the private
insurers can meet their obligations under the policies.

     Although payment of the principal and interest on the mortgage-backed
certificates pledged to secure collateralized mortgage obligations may be
guaranteed by GNMA, FHLMC or FNMA, the collateralized mortgage obligations
represent obligations solely of their issuers and generally are not insured or
guaranteed by GNMA, FHLMC, FNMA or any other governmental agency or
instrumentality, or by any other person or entity. The issuers of collateralized
mortgage obligations typically have no significant assets other than those
pledged as collateral for the obligations.

                                       B-8


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 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-9


                             STRATEGIC TRANSACTIONS


     The Fund may, but is not required to, use various investment strategies as
described below ("Strategic Transactions"). Strategic Transactions may be used
for a variety of purposes including hedging, risk management, portfolio
management or to earn income. Any or all of the investment techniques described
herein may be used at any time and there is no particular strategy that dictates
the use of one technique rather than another, as the use of any Strategic
Transaction by the Fund is a function of numerous variables including market
conditions. The Fund complies with applicable regulatory requirements when
implementing Strategic Transactions, including the segregation of liquid assets
when mandated by SEC rules or SEC staff positions. Although the Adviser seeks to
use Strategic Transactions to further the Fund's investment objective, no
assurance can be given that the use of Strategic Transactions will achieve this
result.



GENERAL RISKS OF DERIVATIVES



     Strategic Transactions utilized by the Fund may involve the purchase and
sale of derivative instruments. A derivative is a financial instrument the value
of which depends upon (or derives from) the value of another asset, security,
interest rate, or index. Derivatives may relate to a wide variety of underlying
instruments, including equity and debt securities, indexes, interest rates,
currencies and other assets. Certain derivative instruments which the Fund may
use and the risks of those instruments are described in further detail below.
The Fund may in the future also utilize derivatives techniques, instruments and
strategies that may be newly developed or permitted as a result of regulatory
changes, consistent with the Fund's investment objective and policies. Such
newly developed techniques, instruments and strategies may involve risks
different than or in addition to those described herein. No assurance can be
given that any derivatives strategy employed by the Fund will be successful.



     The risks associated with the use of derivatives are different from, and
possibly greater than, the risks associated with investing directly in the
instruments underlying such derivatives. Derivatives are highly specialized
instruments that require investment techniques and risk analyses different from
other portfolio investments. The use of derivative instruments requires an
understanding not only of the underlying instrument but also of the derivative
itself. Certain risk factors generally applicable to derivative transactions are
described below.



     - Derivatives are subject to the risk that the market value of the
       derivative itself or the market value of underlying instruments will
       change in a way adverse to the Fund's interests. The Fund bears the risk
       that the Adviser may incorrectly forecast future market trends and other
       financial or economic factors or the value of the underlying security,
       index, interest rate or currency when establishing a derivatives position
       for the Fund.



     - Derivatives may be subject to pricing or "basis" risk, which exists when
       a derivative becomes extraordinarily expensive (or inexpensive) relative
       to historical prices or corresponding instruments. Under such market
       conditions, it may not be economically feasible to initiate a transaction
       or liquidate a position at an advantageous time or price.



     - Many derivatives are complex and often valued subjectively. Improper
       valuations can result in increased payment requirements to counterparties
       or a loss of value to the Fund.



     - Using derivatives as a hedge against a portfolio investment, subjects the
       Fund to the risk that the derivative will have imperfect correlation with
       the portfolio investment, which could result in the Fund incurring
       substantial losses. This correlation risk may be greater in the case of
       derivatives based on an index or other basket of securities, as the
       portfolio securities being hedged may not duplicate the components of the
       underlying index or the basket may not be of exactly the same type of
       obligation as those underlying the derivative. The use of derivatives for
       "cross hedging" purposes (using a derivative based on one instrument as a
       hedge on a different instrument) may also involve greater correlation
       risks.


                                       B-10



     - While using derivatives for hedging purposes can reduce the Fund's risk
       of loss, it may also limit the Fund's opportunity for gains or result in
       losses by offsetting or limiting the Fund's ability to participate in
       favorable price movements in portfolio investments.



     - Derivatives transactions for non-hedging purposes involve greater risks
       and may result in losses which would not be offset by increases in the
       value of portfolio securities or declines in the cost of securities to be
       acquired. In the event that the Fund enters into a derivatives
       transaction as an alternative to purchasing or selling the underlying
       instrument or in order to obtain desired exposure to an index or market,
       the Fund will be exposed to the same risks as are incurred in purchasing
       or selling the underlying instruments directly.



     - The use of certain derivatives transactions involves the risk of loss
       resulting from the insolvency or bankruptcy of the other party to the
       contract (the "counterparty") or the failure by the counterparty to make
       required payments or otherwise comply with the terms of the contract. In
       the event of default by a counterparty, the Fund may have contractual
       remedies pursuant to the agreements related to the transaction.



     - Liquidity risk exists when a particular derivative is difficult to
       purchase or sell. If a derivative transaction is particularly large or if
       the relevant market is illiquid, the Fund may be unable to initiate a
       transaction or liquidate a position at an advantageous time or price.



     - Certain derivatives transactions, including OTC options, swaps, forward
       contracts, certain options on foreign currencies and other OTC
       derivatives, are not entered into or traded on exchanges or in markets
       regulated by the CFTC or the SEC. Instead, such OTC derivatives are
       entered into directly by the counterparties and may be traded only
       through financial institutions acting as market makers. OTC derivatives
       transactions can only be entered into with a willing counterparty. Where
       no such counterparty is available, the Fund will be unable to enter into
       a desired transaction. There also may be greater risk that no liquid
       secondary market in the trading of OTC derivatives will exist, in which
       case the Fund may be required to hold such instruments until exercise,
       expiration or maturity. Many of the protections afforded to exchange
       participants will not be available to participants in OTC derivatives
       transactions. OTC derivatives transactions are not subject to the
       guarantee of an exchange or clearinghouse and as a result the Fund would
       bear greater risk of default by the counterparties to such transactions.



     - The Fund may be required to make physical delivery of portfolio
       securities underlying a derivative in order to close out a derivatives
       position or to sell portfolio securities at a time or price at which it
       may be disadvantageous to do so in order to obtain cash to close out or
       to maintain a derivatives position.



     - As a result of the structure of certain derivatives, adverse changes in
       the value of the underlying instrument can result in a losses
       substantially greater than the amount invested in the derivative itself.
       Certain derivatives have the potential for unlimited loss, regardless of
       the size of the initial investment.



     - Certain derivatives, including certain OTC options and swap agreements,
       may be considered illiquid and therefore subject to the Fund's limitation
       on investments in illiquid securities.



     - Derivatives transactions conducted outside the United States may not be
       conducted in the same manner as those entered into on U.S. exchanges, and
       may be subject to different margin, exercise, settlement or expiration
       procedures. Many of the risks of OTC derivatives transactions are also
       applicable to derivatives transactions conducted outside the Untied
       States. Derivatives transactions conducted outside the United States are
       subject to the risk of governmental action affecting the trading in, or
       the prices of, foreign securities, currencies and other instruments The
       value of such positions could be adversely affected by foreign political
       and economic factors; lesser availability of data on which to make
       trading decisions; delays on the Fund's ability to act upon economic
       events occurring in foreign markets; and less liquidity than U.S.
       markets.



     - Currency derivatives are subject to additional risks. Currency
       derivatives transactions may be negatively affected by government
       exchange controls, blockages, and manipulations. Currency ex-


                                       B-11



       change rates may be influenced by factors extrinsic to a country's
       economy. There is no systematic reporting of last sale information with
       respect to foreign currencies. As a result, the available information on
       which trading in currency derivatives will be based may not be as
       complete as comparable data for other transactions. Events could occur in
       the foreign currency market which will not be reflected in currency
       derivatives until the following day, making it more difficult for the
       Fund to respond to such events in a timely manner.



OPTIONS



     An option is a contract that gives the holder of the option the right, but
not the obligation, to buy from (in the case of a call option) or sell to (in
the case of a put option) the seller of the option (the "option writer") the
underlying security at a specified fixed price (the "exercise price") prior to a
specified date (the "expiration date"). The buyer of the option pays to the
option writer the option premium, which represents the purchase price of the
option.



     Exchange traded options are issued by a regulated intermediary such as the
Options Clearing Corporation ("OCC"), which guarantees the performance of the
obligations of the parties to such option. OTC options are purchased from or
sold to counterparties through direct bilateral agreement between the
counterparties. Certain options, such as options on individual securities, are
settled through physical delivery of the underlying security, whereas other
options, such as index options, are settled in cash in an amount based on the
value of the underlying instrument multiplied by a specified multiplier.



     Writing Options.  The Fund may write call and put options. As the writer of
a call option, the Fund receives the premium from the purchaser of the option
and has the obligation, upon exercise of the option, to deliver the underlying
security upon payment of the exercise price. If the option expires without being
exercised the Fund is not required to deliver the underlying security but
retains the premium received.



     The Fund may only write call options that are "covered." A call option on a
security is covered if (a) the Fund owns the security underlying the call or has
an absolute and immediate right to acquire that security without additional cash
consideration (or, if additional cash consideration is required, such amount is
maintained by the Fund in segregated liquid assets) upon conversion or exchange
of other securities held by the Fund; or (b) the Fund has purchased a call on
the underlying security, the exercise price of which is (i) equal to or less
than the exercise price of the call written, or (ii) greater than the exercise
price of the call written, provided the difference is maintained by the Fund in
segregated liquid assets.



     Selling call options involves the risk that the Fund may be required to
sell the underlying security at a disadvantageous price, below the market price
of such security, at the time the option is exercised. As the writer of a
covered call option, the Fund forgoes, during the option's life, the opportunity
to profit from increases in the market value of the underlying security covering
the option above the sum of the premium and the exercise price but has retains
the risk of loss should the price of the underlying security decline.



     The Fund may write put options. As the writer of a put option, the Fund
receives the premium from the purchaser of the option and has the obligation,
upon exercise of the option, to pay the exercise price and receive delivery of
the underlying security. If the option expires without being exercised, the Fund
is not required to receive the underlying security in exchange for the exercise
price but retains the option premium.



     The Fund may only write put options that are "covered." A put option on a
security is covered if (a) the Fund segregates liquid assets equal to the
exercise price; or (b) the Fund has purchased a put on the same security as the
put written, the exercise price of which is (i) equal to or greater than the
exercise price of the put written, or (ii) less than the exercise price of the
put written, provided the difference is maintained by the Fund in segregated
liquid assets.



     Selling put options involves the risk that the Fund may be required to buy
the underlying security at a disadvantageous price, above the market price of
such security, at the time the option is exercised. While the Fund's potential
gain in writing a covered put option is limited to the premium received plus the
interest earned on the liquid assets covering the put option, the Fund's risks
of loss is equal to the entire value of the underlying security, offset only by
the amount of the premium received.

                                       B-12



     The Fund may close out an options position which it has written through a
closing purchase transaction. The Fund would execute a closing purchase
transaction with respect to a call option written by purchasing a call option on
the same underlying security and having the same exercise price and expiration
date as the call option written by the Fund. The Fund would execute a closing
purchase transaction with respect to a put option written by purchasing a put
option on the same underlying security and having the same exercise price and
expiration date as the put option written by the Fund. A closing purchase
transaction may or may not result in a profit to the Fund. The Fund could close
out its position as an option writer only if a liquid secondary market exists
for options of that series and there is no assurance that such a market will
exist with respect to any particular option.



     The writer of a option generally has no control over the time when the
option is exercised and the option writer is required to deliver or acquire the
underlying security. Once an option writer has received an exercise notice, it
cannot effect a closing purchase transaction in order to terminate its
obligation under the option. Thus, the use of options may require the Fund to
buy or sell portfolio securities at inopportune times or for prices other than
the current market values of such securities, may limit the amount of
appreciation the Fund can realize on an investment, or may cause the Fund to
hold a security that it might otherwise sell.



     Purchasing Options.  The Fund may purchase call and put options. As the
buyer of a call option, the Fund pays the premium to the option writer and has
the right to purchase the underlying security from the option writer at the
exercise price. If the market price of the underlying security rises above the
exercise price, the Fund could exercise the option and acquire the underlying
security at a below market price, which could result in a gain to the Fund,
minus the premium paid. As the buyer of a put option, the Fund pays the premium
to the option writer and has the right to sell the underlying security to the
option writer at the exercise price. If the market price of the underlying
security declines below the exercise price, the Fund could exercise the option
and sell the underlying security at an above market price, would could result in
a gain to the Fund, minus the premium paid. The Fund may buy call and put
options whether or not it holds the underlying securities.



     As a buyer of a call or put option, the Fund may sell put or call options
that it has purchased at any time prior to such option's expiration date through
a closing sale transaction. The principal factors affecting the market value of
a put or a call option include supply and demand, interest rates, the current
market price of the underlying security in relation to the exercise price of the
option, the volatility of the underlying security, the underlying security's
dividend policy, and the time remaining until the expiration date. A closing
sale transaction may or may not result in a profit to the Fund. The Fund's
ability to initiate a closing sale transaction is dependent upon the liquidity
of the options market and there is no assurance that such a market will exist
with respect to any particular option. If the Fund does not exercise or sell an
option prior to its expiration date, the option expires and becomes worthless.



     OTC Options.  Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size and strike
price, the terms of OTC options generally are established through negotiation
between the parties to the options contract. This type of arrangement allows the
purchaser and writer greater flexibility to tailor the option to their needs.
OTC options are available for a greater variety of securities or baskets of
securities, and in a wider range of expiration dates and exercise prices than
exchange traded options. However, unlike exchange traded options, which are
issued and guaranteed by a regulated intermediary, such as the OCC, OTC options
are entered into directly with the counterparty. Unless the counterparties
provide for it, there is no central clearing or guaranty function for an OTC
option. Therefore, OTC options are subject to the risk of default or
non-performance by the counterparty. Accordingly, the Adviser must assess the
creditworthiness of the counterparty to determine the likelihood that the terms
of the option will be satisfied. There can be no assurance that a continuous
liquid secondary market will exist for any particular OTC option at any specific
time. As a result, the Fund may be able unable to enter into closing sale
transactions with respect to OTC options.



     Foreign Currency Options.  Options on foreign currencies operate similarly
to options on securities. Rather than the right to buy or sell a single security
at a specified price, options on foreign currencies give the holder the right to
buy or sell foreign currency for a fixed amount in U.S. dollars. Options on
foreign currencies


                                       B-13



are traded primarily in the OTC market, but may also be traded on United States
and foreign exchanges. The value of a foreign currency option is dependent upon
the value of the underlying foreign currency relative to the U.S. dollar. The
price of the option may vary with changes in the value of either or both
currencies and has no relationship to the investment merits of a foreign
security. Options on foreign currencies are affected by all of those factors
which influence foreign exchange rates and foreign investment generally. As with
other options, the Fund may close out its position in foreign currency options
through closing purchase transactions and closing sale transactions provided
that a liquid secondary market exists for such options.



     Foreign currency options written by the Fund will generally be covered in a
manner similar to the covering of other types of options, by holding an
offsetting financial position and/or segregating liquid assets.



     Additional Risks of Options Transactions.  The risks associated with
options transactions are different from, and possibly greater than, the risks
associated with investing directly in the underlying instruments. Options are
highly specialized instruments that require investment techniques and risk
analyses different from those associated with other portfolio investments. The
use of options requires an understanding not only of the underlying instrument
but also of the option itself. Options may be subject to the risk factors
generally applicable to derivatives transactions described herein, and may be
also be subject to certain additional risk factors, including:



     - The exercise of options written or purchased by the Fund could cause the
       Fund to sell portfolio securities, thus increasing the Fund's portfolio
       turnover.



     - The Fund pays brokerage commissions each time it writes or purchases an
       option or buys or sells an underlying security in connection with the
       exercise of an option. Such brokerage commissions could be higher
       relative to the commissions for direct purchases of sales of the
       underlying securities.



     - The Fund's options transactions may be limited by limitations on options
       positions established by the exchanges on which such options are traded.



     - The hours of trading for exchange listed options may not coincide with
       the hours during which the underlying securities are traded. To the
       extent that the options markets close before the markets for the
       underlying securities, significant price and rate movements can take
       place in the underlying securities that cannot be reflected in the
       options markets.



     - Index options based upon a narrower index of securities may present
       greater risks than options based on broad market indexes, as narrower
       indexes are more susceptible to rapid and extreme fluctuations as a
       result of changes in the values of a small number of securities.



     - The Fund is subject to the risk of market movements between the time that
       an option is exercised and the time of performance thereunder, which
       could increase the extent of any losses suffered by the Fund in
       connection with options transactions



FUTURES CONTRACTS



     A futures contract is a standardized agreement between two parties to buy
or sell a specific quantity of an underlying instrument at a specific price at a
specific future time (the "settlement date"). Futures contracts may be based on
a specified equity securities (securities futures), a specified debt security or
reference rate (interest rate futures), the value of a specified securities
index (index futures) or a the value of a foreign currency (forward contracts
and currency futures). The value of a futures contract tends to increase and
decrease in tandem with the value of the underlying instrument. The buyer of a
futures contract agrees to purchase the underlying instrument on the settlement
date and is said to be "long" the contract. The seller of a futures contract
agrees to sell the underlying instrument on the settlement date and is said to
be "short" the contract. Futures contracts differ from options in that they are
bilateral agreements, with both the purchaser and the seller equally obligated
to complete the transaction. Futures contracts call for settlement only on the
expiration date and cannot be "exercised" at any other time during their term.



     Depending on the terms of the particular contract, futures contracts are
settled through either physical delivery of the underlying instrument on the
settlement date (such as in the case of securities futures and

                                       B-14



interest rate futures based on a specified debt security) or by payment of a
cash settlement amount on the settlement date (such as in the case of futures
contracts relating to interest rates, foreign currencies and broad-based
securities indexes). In the case of cash settled futures contracts, the
settlement amount is equal to the difference between the reference instrument's
price on the last trading day of the contract and the reference instrument's
price at the time the contract was entered into. Most futures contracts,
particularly futures contracts requiring physical delivery, are not held until
the settlement date, but instead are offset before the settlement date through
the establishment of an opposite and equal futures position (buying a contract
that had been sold, or selling a contract that had been purchased). All futures
transactions (except currency forward contracts) are effected through a
clearinghouse associated with the exchange on which the futures are traded.



     The buyer and seller of a futures contract are not required to deliver or
pay for the underlying commodity unless the contract is held until the
settlement date. However, both the buyer and seller are required to deposit
"initial margin" with a futures commodities merchant when the futures contract
is entered into. Initial margin deposits are typically calculated as a
percentage of the contract's market value. If the value of either party's
position declines, the party will be required to make additional "variation
margin" payments to settle the change in value on a daily basis. The process is
known as "marking-to-market." Upon the closing of a futures position through an
the establishment of an offsetting position, a final determination of variation
margin will be made and additional cash will be paid by or released to the Fund.



     In addition, the Fund may be required maintain segregated liquid assets in
order to cover futures transactions. The Fund will segregate liquid assets in an
amount equal to the difference between the market value of futures contract
entered into by the Fund and the aggregate value of the initial and variation
margin payments made by the Fund with respect to such contract.



     Currency Forward Contracts and Currency Futures.  A foreign currency
forward contract is a negotiated agreement between two parties to exchange
specified amounts of two or more currencies at a specified future time at a
specified rate. The rate specified by the forward contract can be higher or
lower than the spot rate between the currencies that are the subject of the
contract. Settlement of a foreign currency forward contract for the purchase of
most currencies typically must occur at a bank based in the issuing nation.
Currency futures are similar to currency forward contracts, except that they are
traded on an exchange and standardized as to contract size and delivery date.
Most currency futures call for payment or delivery in U.S. dollars.
Unanticipated changes in currency prices may result in losses to the Fund and
poorer overall performance for the Fund than if it had not entered into forward
contracts.



     Options on Futures Contracts.  Options on futures contracts are similar to
options on securities except that options on futures contracts give the
purchasers the right, in return for the premium paid, to assume a position in a
futures contract (a long position in the case of a call option and a short
position in the case of a put option) at a specified exercise price at any time
prior to the expiration of the option. Upon exercise of the option, the parties
will be subject to all of the risks associated with futures transactions and
subject to margin requirements. As the writer of options on futures contracts,
the Fund would also be subject to initial and variation margin requirements on
the option position.



     Options on futures contracts written by the Fund will generally be covered
in a manner similar to the covering of other types of options, by holding an
offsetting financial position and/or segregating liquid assets. The Fund may
cover an option on a futures contract by purchasing or selling the underlying
futures contract. In such instances the exercise of the option will serve to
close out the Fund's futures position.



     Additional Risk of Futures Transactions.  The risks associated with futures
contract transactions are different from, and possibly greater than, the risks
associated with investing directly in the underlying instruments. Futures are
highly specialized instruments that require investment techniques and risk
analyses different from those associated with other portfolio investments. The
use of futures requires an understanding not only of the underlying instrument
but also of the futures contract itself. Futures may be subject to the risk


                                       B-15



factors generally applicable to derivatives transactions described herein, and
may be also be subject to certain additional risk factors, including:



     - The risk of loss in buying and selling futures contracts can be
       substantial. Small price movements in the commodity underlying a futures
       position may result in immediate and substantial loss (or gain) to the
       Fund.



     - Buying and selling futures contracts may result in losses in excess of
       the amount invested in the position in the form of initial margin. In the
       event of adverse price movements in the underlying commodity, security,
       index, currency or instrument, the Fund would be required to make daily
       cash payments to maintain its required margin. The Fund may be required
       to sell portfolio securities in order to meet daily margin requirements
       at a time when it may be disadvantageous to do so. The Fund could lose
       margin payments deposited with a futures commodities merchant, if the
       futures commodities merchant breaches its agreement with the Fund,
       becomes insolvent or declares bankruptcy



     - Most exchanges limit the amount of fluctuation permitted in futures
       contract prices during any single trading day. Once the daily limit has
       been reached in a particular futures contract, no trades may be made on
       that day at prices beyond that limit. If futures contract prices were to
       move to the daily limit for several trading days with little or no
       trading, the Fund could be prevented from prompt liquidation of a futures
       position and subject to substantial losses. The daily limit governs only
       price movements during a single trading day and therefore does not limit
       the Fund's potential losses.



     - Index futures based upon a narrower index of securities may present
       greater risks than futures based on broad market indexes, as narrower
       indexes are more susceptible to rapid and extreme fluctuations as a
       result of changes in value of a small number of securities.



     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.



SWAP CONTRACTS AND RELATED DERIVATIVE INSTRUMENTS



     A swap contract is an agreement between two parties pursuant to which the
parties exchange payments at specified dates on the basis of a specified
notional amount, with the payments calculated by reference to specified
securities, indexes, reference rates, currencies or other instruments. Most swap
agreements provide that when the period payment dates for both parties are the
same, the payments are made on a net basis (i.e., the two payment streams are
netted out, with only the net amount paid by one party to the other). The Fund's
obligations or rights under a swap contract entered into on a net basis will
generally be equal only to the net amount to be paid or received under the
agreement, based on the relative values of the positions held by each
counterparty. Swap agreements are not entered into or traded on exchanges and
there is no central clearing or guaranty function for swaps. Therefore, swaps
are subject to the risk of default or non-performance by the counterparty.
Accordingly, the Adviser must assess the creditworthiness of the counterparty to
determine the likelihood that the terms of the swap will be satisfied.



     Swap agreements allow for a wide variety of transactions. For example,
fixed rate payments may be exchanged for floating rate payments, U.S. dollar
denominated payments may be exchanged for payments denominated in foreign
currencies, and payments tied to the price of one security, index, reference
rate, currency or other instrument may be exchanged for payments tied to the
price of a different security, index, reference rate, currency or other
instrument. Swap contracts are typically individually negotiated and structured
to provide exposure to a variety of particular types of investments or market
factors. Swap contracts can take many different forms and are known by a variety
of names. To the extent consistent with the Fund's investment objectives and
policies, the Fund is not limited to any particular form or variety of swap
contract. The Fund may utilize swaps to increase or decrease its exposure to the
underlying instrument, reference rate,


                                       B-16



foreign currency, market index or other asset. The Fund may also enter into
related derivative instruments including caps, floors and collars.



     The Fund may be required to cover swap transactions. Obligations under swap
agreements entered into on a net basis are generally accrued daily and any
accrued but unpaid amounts owed by the Fund to the swap counterparty will be
covered by segregating liquid assets. If the Fund enters into a swap agreement
on other than a net basis, the Fund will segregate liquid assets with a value
equal to the full amount of the Fund's accrued obligations under the agreement.



     Interest Rate Swaps, Caps, Floors and Collars.  Interest rate swaps
consists of an agreement between two parties to exchange their respective
commitments to pay or receive interest (e.g., an exchange of floating rate
payments for fixed rate payments). Interest rate swaps are generally entered
into on a net basis.



     The Fund may also buy or sell interest rate caps, floors and collars. The
purchase of an interest rate cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined interest rate, to receive payments of
interest on a specified notional amount from the party selling the interest rate
cap. The purchase of an interest rate floor entitles the purchaser, to the
extent that a specified index falls below a predetermined interest rate, to
receive payments of interest on a specified notional amount from the party
selling the interest rate floor. A collar is a combination of a cap and a floor
that preserves a certain return within a predetermined range of interest rate of
values. Caps, floors and collars may be less liquid that other types of swaps.
If the Fund sells caps, floors and collars, it will segregate liquid assets with
a value equal to the full amount, accrued daily, of the Fund's net obligations
with respect to the caps, floors or collars.



     Index Swaps.  An index swap consists of an agreement between two parties in
which a party exchanges a cash flow based on a notional amount of a reference
index for a cash flow based on a different index or on another specified
instrument or reference rate. Index swaps are generally entered into on a net
basis.



     Credit Default Swaps.  A credit default swap consists of an agreement
between two parties in which the "buyer" agrees to pay to the "seller" a
periodic stream of payments over the term of the contract and the seller agrees
to pay the buyer the par value (or other agreed-upon value ) of a referenced
debt obligation upon the occurrence of a credit event with respect to the issuer
of the referenced debt obligation. Generally, a credit event means bankruptcy,
failure to pay, obligation acceleration or modified restructuring. The Fund may
be either the buyer or seller in a credit default swap. As the buyer in a credit
default swap, the Fund would pay to the counterparty the periodic stream of
payments. If no default occurs, the Fund would receive no benefit from the
contract. As the seller in a credit default swap, the Fund would receive the
stream of payments but would be subject to exposure on the notional amount of
the swap, which it would be required to pay in the event of default. The Fund
will generally segregate liquid assets to cover any potential obligation under a
credit default swap sold by the Fund. The use of credit default swaps could
result in losses to the Fund if the Adviser fails to correctly evaluate the
creditworthiness of the issuer of the referenced debt obligation.



     Credit-Linked Notes.  A credit-linked note is a synthetic security that
combines a credit default swap and a note, in order to deliver a security
exhibiting both bond and derivative characteristics. Credit linked notes are
typically issued by a special purpose vehicle and trade like a bond issued by
the issuer of the referenced security. The seller of the note receives a payment
from the buyer of the note. The note pays a fixed or floating rate during the
life of the note. If a credit event does not occur, the buyer of the note
receives the par value of the note at the note's maturity. If a credit event
does occur, the buyer of the note receives from the seller of the note an
agreed-upon recovery rate.



     Swaptions.  An option on a swap agreement, also called a "swaption," is an
option that gives the buyer the right, but not the obligation, to enter into a
swap on a future date in exchange for paying a market based "premium." A
receiver swaption gives the owner the right to receive the total return of a
specified asset, reference rate, or index. A payer swaption gives the owner the
right to pay the total return of a specified asset, reference rate, or index.
Swaptions also include options that allow an existing swap to be terminated or
extended by one of the counterparties.



     General Risks of Swaps.  The risks associated with swap transactions are
different from, and possibly greater than, the risks associated with investing
directly in the underlying instruments. Swaps are highly

                                       B-17



specialized instruments that require investment techniques and risk analyses
different from those associated with other portfolio investments. The use of
swaps requires an understanding not only of the underlying instrument but also
of the swap contract itself. Swap transactions may be subject to the risk
factors generally applicable to derivatives transactions described above, and
may be also be subject to certain additional risk factors, including:



     - Swap agreements are not traded on exchanges and not subject to government
       regulation like exchange traded derivatives. As a result, parties to a
       swap agreement are not protected by such government regulations as
       participants in transactions in derivatives traded on organized
       exchanges.



     - In addition to the risk of default by the counterparty, if the
       creditworthiness of a counterparty to a swap agreement declines, the
       value of the swap agreement would be likely to decline, potentially
       resulting in losses.



     - The swaps market is a relatively new market and is largely unregulated.
       It is possible that further developments in the swaps market, including
       potential governmental regulation, could adversely affect the Fund's
       ability to utilize swaps, terminate existing swap agreements or realize
       amounts to be received under such agreements.



STRUCTURED PRODUCTS



     The Fund also may invest a portion of its assets in structured notes and
other types of structured investments (referred to collectively as "structured
products"). A structured note is a derivative security for which the amount of
principal repayment and/or interest payments is based on the movement of one or
more "factors." These factors include, but are not limited to, currency exchange
rates, interest rates (such as the prime lending rate or LIBOR), referenced
bonds and stock indices. The cash flow or rate of return on a structured note
may be determined by applying a multiplier to the rate of total return on the
referenced factor. Application of a multiplier is comparable to the use of
financial leverage, a speculative technique. Leverage magnifies the potential
for gain and the risk of loss. As a result, a relatively small decline in the
value of the referenced factor could result in a relatively large loss in the
value of a structured note.



     Investments in structured notes involve risks including interest rate risk,
credit risk and market risk. Where the Fund's investments in structured notes
are based upon the movement of one or more factors, including currency exchange
rates, interest rates, referenced bonds and stock indices, depending on the
factor used and the use of multipliers or deflators, changes in interest rates
and movement of the factor may cause significant price fluctuations.
Additionally, changes in the reference factor may cause the interest rate on the
structured note to be reduced to zero and any further changes in the reference
factor may then reduce the principal amount payable on maturity. Structured
notes may be less liquid than other types of securities and more volatile than
the reference factor underlying the note.



     Generally, structured investments are interests in entities organized and
operated for the purpose of restructuring the investment characteristics of
underlying investment interests or securities. These investment entities may be
structured as trusts or other types of pooled investment vehicles. This type of
restructuring generally involves the deposit with or purchase by an entity of
the underlying investments and the issuance by that entity of one or more
classes of securities backed by, or representing interests in, the underlying
investments. The cash flow or rate of return on the underlying investments may
be apportioned among the newly issued securities to create different investment
characteristics, such as varying maturities, credit quality, payment priorities
and interest rate provisions. The Fund may have the right to receive payments to
which it is entitled only from the structured investment, and generally does not
have direct rights against the issuer. Holders of structured investments bear
risks of the underlying investment and are subject to counterparty risk. While
certain structured investment vehicles enable the investor to acquire interests
in a pool of securities without the brokerage and other expenses associated with
directly holding the same securities, investors in structured investment
vehicles generally pay their share of the investment vehicle's administrative
and other expenses.


                                       B-18



     Certain structured products may be thinly traded or have a limited trading
market and may have the effect of increasing the Fund's illiquidity to the
extent that the Fund, at a particular point in time, may be unable to find
qualified buyers for these securities.



COMBINED TRANSACTIONS



     Combined transactions involve entering into multiple derivatives
transaction (such as multiple options transactions, including purchasing and
writing options in combination with each other; multiple futures transactions;
and combinations of options, futures, forward and swap transactions), instead of
a single derivatives transaction in order to customize the risk and return
characteristics of the overall position. Combined transactions typically contain
elements of risk that are present in each of the component transactions. The
Fund may enter into a combined transaction instead of a single derivatives
transaction when, in the opinion of the Adviser, it is in the best interest of
the Fund to do so. Because combined transactions involve multiple transactions,
they may result in higher transaction costs and may be more difficult to close
out.



REGULATORY MATTERS



     As described herein, the Fund may be required to cover its potential
economic exposure to certain derivatives transactions by holding an offsetting
financial position and/or segregating liquid assets equal in value to the Fund's
potential economic exposure under the transaction. The Fund will cover such
transactions as described herein or in such other manner as may be in accordance
with applicable laws and regulations. Assets used to cover derivatives
transactions cannot be sold while the derivatives position is open, unless they
are replaced by other appropriate assets. Segregated liquid assets and assets
held in margin accounts are not otherwise available to the Fund for investment
purposes. If a large portion of the Fund's assets are used to cover derivatives
transactions or otherwise segregated, it could affect portfolio management or
the Fund's ability to meet redemption requests or other current obligations.



     Each of the exchanges and other trading facilitates on which options are
traded has established limitations on the maximum number of put or call options
on a given underlying security that may be written by a single investor or group
of investors acting in concert, regardless of whether the options are written on
different exchanges or through one or more brokers. These position limits may
restrict the number of listed options which the Fund may write. 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
excess of these limits and may impose certain other sanctions or restrictions.



     The Fund's use of Strategic Transactions may be limited by the requirements
of the Code, for qualification as a regulated investment company.


                            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

                                       B-19


         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 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

                                       B-20


         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."


     The latter part of certain of the Fund's fundamental investment
restrictions (i.e., the references to "as may otherwise be 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 applicable to the Fund from the provisions of
the 1940 Act, as amended from time to time") provide the Fund with flexibility
to change its limitations in connection with changes in applicable law, rules,
regulations or exemptive relief. The language used in these restrictions
provides the necessary flexibility to allow the Fund's Board to respond
efficiently to these kinds of developments without the delay and expense of a
shareholder meeting.


NON-FUNDAMENTAL POLICIES

     The Fund has adopted the following operating policies which may be amended
by its Board of Trustees. The Fund shall not:

     1. Invest in other investment companies in reliance on section 12(d)(1)(F),
        12(d)(1)(G) or 12(d)(1)(J) of the 1940 Act.

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

                                       B-21



                             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,
the Adviser, the Distributor, Van Kampen Advisors Inc., Van Kampen Exchange
Corp. and Investor Services. The term "Fund Complex" includes each of the
investment companies advised by the Adviser 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
                                                                                           
David C. Arch (62)               Trustee      Trustee     Chairman and Chief Executive Officer of          73
Blistex Inc.                                  since 2003  Blistex Inc., a consumer health care
1800 Swift Drive                                          products manufacturer.
Oak Brook, IL 60523

Jerry D. Choate (69)             Trustee      Trustee     Prior to January 1999, Chairman and Chief        73
33971 Selva Road                              since 1999  Executive Officer of the Allstate
Suite 130                                                 Corporation ("Allstate") and Allstate
Dana Point, CA 92629                                      Insurance Company. Prior to January 1995,
                                                          President and Chief Executive Officer of
                                                          Allstate. Prior to August 1994, various
                                                          management positions at Allstate.

Rod Dammeyer (67)                Trustee      Trustee     President of CAC, L.L.C., a private company      73
CAC, L.L.C.                                   since 2003  offering capital investment and management
4350 LaJolla Village Drive                                advisory services.
Suite 980
San Diego, CA 92122-6223




NAME, AGE AND ADDRESS            OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           HELD BY TRUSTEE
                              
David C. Arch (62)               Trustee/Director/
Blistex Inc.                     Managing General
1800 Swift Drive                 Partner of funds in
Oak Brook, IL 60523              the Fund Complex.
                                 Director of the
                                 Heartland Alliance, a
                                 nonprofit
                                 organization serving
                                 human needs based in
                                 Chicago. Board member
                                 of the Illinois
                                 Manufacturers'
                                 Association.

Jerry D. Choate (69)             Trustee/Director/
33971 Selva Road                 Managing General
Suite 130                        Partner of funds in
Dana Point, CA 92629             the Fund Complex.
                                 Director of Amgen
                                 Inc., a
                                 biotechnological
                                 company, and Valero
                                 Energy Corporation,
                                 an independent
                                 refining company.

Rod Dammeyer (67)                Trustee/Director/
CAC, L.L.C.                      Managing General
4350 LaJolla Village Drive       Partner of funds in
Suite 980                        the Fund Complex.
San Diego, CA 92122-6223         Director of Quidel
                                 Corporation,
                                 Stericycle, Inc.,
                                 Ventana Medical
                                 Systems, Inc. and
                                 Trustee of The
                                 Scripps Research
                                 Institute. Prior to
                                 April 2007, Director
                                 of GATX Corporation.
                                 Prior to April 2004,
                                 Director of
                                 TheraSense, Inc.
                                 Prior to January
                                 2004, Director of
                                 TeleTech Holdings
                                 Inc. and Arris Group,
                                 Inc.




                                       B-22




                                                                                                       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
                                                                                           
Linda Hutton Heagy+ (59)         Trustee      Trustee     Managing Partner of Heidrick & Struggles,        73
Heidrick & Struggles                          since 1995  an international executive search firm.
233 South Wacker Drive                                    Prior to 1997, Partner of Ray & Berndtson,
Suite 7000                                                Inc., an executive recruiting firm. Prior
Chicago, IL 60606                                         to 1995, Executive Vice President of ABN
                                                          AMRO, N.A., a bank holding company. Prior
                                                          to 1990, Executive Vice President of The
                                                          Exchange National Bank.

R. Craig Kennedy (55)            Trustee      Trustee     Director and President of the German             73
1744 R Street, NW                             since 1995  Marshall Fund of the United States, an
Washington, DC 20009                                      independent U.S. foundation created to
                                                          deepen understanding, promote collaboration
                                                          and stimulate exchanges of practical
                                                          experience between Americans and Europeans.
                                                          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.

Howard J Kerr (72)               Trustee      Trustee     Prior to 1998, President and Chief               73
14 Huron Trace                                since 2003  Executive Officer of Pocklington
Galena, IL 61036                                          Corporation, Inc., an investment holding
                                                          company.

Jack E. Nelson (71)              Trustee      Trustee     President of Nelson Investment Planning          73
423 Country Club Drive                        since 1995  Services, Inc., a financial planning
Winter Park, FL 32789                                     company and registered investment adviser
                                                          in the State of Florida. President of
                                                          Nelson Ivest Brokerage Services Inc., a
                                                          member of the Financial Industry Regulatory
                                                          Authority ("FINRA"), Securities Investors
                                                          Protection Corp. and the Municipal
                                                          Securities Rulemaking Board. President of
                                                          Nelson Sales and Services Corporation, a
                                                          marketing and services company to support
                                                          affiliated companies.




NAME, AGE AND ADDRESS            OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           HELD BY TRUSTEE
                              
Linda Hutton Heagy+ (59)         Trustee/Director/
Heidrick & Struggles             Managing General
233 South Wacker Drive           Partner of funds in
Suite 7000                       the Fund Complex.
Chicago, IL 60606                Trustee on the
                                 University of Chicago
                                 Hospitals 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.

R. Craig Kennedy (55)            Trustee/Director/
1744 R Street, NW                Managing General
Washington, DC 20009             Partner of funds in
                                 the Fund Complex.
                                 Director of First
                                 Solar, Inc.

Howard J Kerr (72)               Trustee/Director/
14 Huron Trace                   Managing General
Galena, IL 61036                 Partner of funds in
                                 the Fund Complex.
                                 Director of the Lake
                                 Forest Bank & Trust.
                                 Director of the
                                 Marrow Foundation.

Jack E. Nelson (71)              Trustee/Director/
423 Country Club Drive           Managing General
Winter Park, FL 32789            Partner of funds in
                                 the Fund Complex.




                                       B-23




                                                                                                       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
                                                                                           
Hugo F. Sonnenschein (67)        Trustee      Trustee     President Emeritus and Honorary Trustee of       73
1126 E. 59th Street                           since 2003  the University of Chicago and the Adam
Chicago, IL 60637                                         Smith Distinguished Service Professor in
                                                          the Department of Economics at the
                                                          University of Chicago. Prior to July 2000,
                                                          President of the University of Chicago.

Suzanne H. Woolsey, Ph.D. (66)   Trustee      Trustee     Chief Communications Officer of the              73
815 Cumberstone Road                          since 1999  National Academy of Sciences/National
Harwood, MD 20776                                         Research Council, an independent, federally
                                                          chartered policy institution, from 2001 to
                                                          November 2003 and Chief Operating Officer
                                                          from 1993 to 2001. 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
                              
Hugo F. Sonnenschein (67)        Trustee/Director/
1126 E. 59th Street              Managing General
Chicago, IL 60637                Partner of funds in
                                 the Fund Complex.
                                 Trustee of the
                                 University of
                                 Rochester and a
                                 member of its
                                 investment committee.
                                 Member of the
                                 National Academy of
                                 Sciences, the
                                 American
                                 Philosophical Society
                                 and a fellow of the
                                 American Academy of
                                 Arts and Sciences.

Suzanne H. Woolsey, Ph.D. (66)   Trustee/Director/
815 Cumberstone Road             Managing General
Harwood, MD 20776                Partner of funds in
                                 the Fund Complex.
                                 Director of Fluor
                                 Corp., an
                                 engineering,
                                 procurement and
                                 construction
                                 organization, since
                                 January 2004.
                                 Director of
                                 Intelligent Medical
                                 Devices, Inc., a
                                 symptom based
                                 diagnostic tool for
                                 physicians and
                                 clinical labs.
                                 Director of the
                                 Institute for Defense
                                 Analyses, a federally
                                 funded research and
                                 development center,
                                 Director of the
                                 German Marshall Fund
                                 of the United States,
                                 Director of the Rocky
                                 Mountain Institute
                                 and Trustee of
                                 California Institute
                                 of Technology and the
                                 Colorado College.



                                       B-24



                              INTERESTED TRUSTEE*




                                                                                                         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
                                                                                             
Wayne W. Whalen* (68)         Trustee      Trustee     Partner in the law firm of Skadden, Arps, Slate,      73
333 West Wacker Drive                      since 1995  Meagher & Flom LLP, legal counsel to funds in
Chicago, IL 60606                                      the Fund Complex.



NAME, AGE AND ADDRESS         OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE         HELD BY TRUSTEE
                           
Wayne W. Whalen* (68)         Trustee/Director/
333 West Wacker Drive         Managing General
Chicago, IL 60606             Partner of funds in
                              the Fund Complex.
                              Director of the
                              Abraham Lincoln
                              Presidential Library
                              Foundation.



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


+  As indicated above, Ms. Heagy is an employee of Heidrick and Struggles, an
   international executive search firm ("Heidrick"). Heidrick has been (and may
   continue to be) engaged by Morgan Stanley from time to time to perform
   executive searches. Such searches have been unrelated to Van Kampen's or
   Morgan Stanley's asset management businesses and have been done by
   professionals at Heidrick without any involvement by Ms. Heagy. Ethical wall
   procedures exist to ensure that Ms. Heagy will not have any involvement with
   any searches performed by Heidrick for Morgan Stanley. Ms. Heagy does not
   receive any compensation, directly or indirectly, for searches performed by
   Heidrick for Morgan Stanley. Ms. Heagy does own common shares of Heidrick
   (representing less than 1% of Heidrick's outstanding common shares).



*  Mr. Whalen is an "interested person" (within the meaning of Section 2(a)(19)
   of the 1940 Act) of certain funds in the Fund Complex by reason of he and his
   firm currently providing legal services as legal counsel to such funds in the
   Fund Complex.


                                       B-25



                                    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
                                                       

Ronald E. Robison (68)          President and       Officer     President of funds in the Fund Complex since September 2005
522 Fifth Avenue                Principal           since 2003  and Principal Executive Officer of funds in the Fund Complex
New York, NY 10036              Executive                       since May 2003. Managing Director of Van Kampen Advisors
                                Officer                         Inc. since June 2003. Director of Investor Services since
                                                                September 2002. Director of the Adviser, Van Kampen
                                                                Investments and Van Kampen Exchange Corp. since January
                                                                2005. Managing Director of Morgan Stanley and Morgan Stanley
                                                                & Co. Incorporated. Managing Director and Director of Morgan
                                                                Stanley Investment Management Inc. Chief Administrative
                                                                Officer, Managing Director and Director of Morgan Stanley
                                                                Investment Advisors Inc. and Morgan Stanley Services Company
                                                                Inc. Managing Director and Director of Morgan Stanley
                                                                Distributors Inc. and Morgan Stanley Distribution Inc. Chief
                                                                Executive Officer and Director of Morgan Stanley Trust.
                                                                Executive Vice President and Principal Executive Officer of
                                                                the Institutional and Retail Morgan Stanley Funds. Director
                                                                of Morgan Stanley SICAV. Previously, Chief Global Operations
                                                                Officer of Morgan Stanley Investment Management Inc. and
                                                                Executive Vice President of funds in the Fund Complex from
                                                                May 2003 to September 2005.

Dennis Shea (54)                Vice President      Officer     Managing Director of Morgan Stanley Investment Advisors
522 Fifth Avenue                                    since 2006  Inc., Morgan Stanley Investment Management Inc., the Adviser
New York, NY 10036                                              and Van Kampen Advisors Inc. Chief Investment
                                                                Officer -- Global Equity of the same entities since February
                                                                2006. Vice President of Morgan Stanley Institutional and
                                                                Retail Funds since February 2006. Vice President of funds in
                                                                the Fund Complex since March 2006. Previously, Managing
                                                                Director and Director of Global Equity Research at Morgan
                                                                Stanley from April 2000 to February 2006.

J. David Germany (53)           Vice President      Officer     Managing Director of Morgan Stanley Investment Advisors
20 Bank Street,                                     since 2006  Inc., Morgan Stanley Investment Management Inc., the Adviser
Canary Wharf                                                    and Van Kampen Advisors Inc. Chief Investment
London, GBR E14 4AD                                             Officer -- Global Fixed Income of the same entities since
                                                                December 2005. Managing Director and Director of Morgan
                                                                Stanley Investment Management Ltd. Director of Morgan
                                                                Stanley Investment Management (ACD) Limited since December
                                                                2003. Vice President of Morgan Stanley Institutional and
                                                                Retail Funds since February 2006. Vice President of funds in
                                                                the Fund Complex since March 2006.

Amy R. Doberman (45)            Vice President      Officer     Managing Director and General Counsel -- U.S. Investment
522 Fifth Avenue                                    since 2004  Management; Managing Director of Morgan Stanley Investment
New York, NY 10036                                              Management Inc., Morgan Stanley Investment Advisors Inc. and
                                                                the Adviser. Vice President of the Morgan Stanley
                                                                Institutional and Retail Funds since July 2004 and Vice
                                                                President of funds in the Fund Complex since August 2004.
                                                                Previously, Managing Director and General Counsel of
                                                                Americas, UBS Global Asset Management from July 2000 to July
                                                                2004 and General Counsel of Aeltus Investment Management,
                                                                Inc. from January 1997 to July 2000.

Stefanie V. Chang Yu (41)       Vice President      Officer     Executive Director of Morgan Stanley Investment Management
522 Fifth Avenue                and Secretary       since 2003  Inc. Vice President and Secretary of funds in the Fund
New York, NY 10036                                              Complex.

John L. Sullivan (52)           Chief Compliance    Officer     Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza - Suite 100    Officer             since 1996  August 2004. Prior to August 2004, Director and Managing
Oakbrook Terrace, IL 60181                                      Director of Van Kampen Investments, the Adviser, Van Kampen
                                                                Advisors Inc. and certain other subsidiaries of Van Kampen
                                                                Investments, Vice President, Chief Financial Officer and
                                                                Treasurer of funds in the Fund Complex and head of Fund
                                                                Accounting for Morgan Stanley Investment Management Inc.
                                                                Prior to December 2002, Executive Director of Van Kampen
                                                                Investments, the Adviser and Van Kampen Advisors Inc.

Stuart N. Schuldt (45)          Chief Financial     Officer     Executive Director of Morgan Stanley Investment Management
1 Parkview Plaza - Suite 100    Officer and         since 2007  Inc. since June 2007. Chief Financial Officer and Treasurer
Oakbrook Terrace, IL 60181      Treasurer                       of funds in the Fund Complex since June 2007. Prior to June
                                                                2007, Senior Vice President of Northern Trust Company,
                                                                Treasurer and Principal Financial Officer for Northern Trust
                                                                U.S. mutual fund complex.



                                       B-26


COMPENSATION

     Each trustee/director/managing general partner (hereinafter referred to in
this section as "trustee") who is not an affiliated person (as defined in the
1940 Act) of Van Kampen Investments, the Adviser or the Distributor (each a
"Non-Affiliated Trustee") is compensated by an annual retainer and meeting fees
for services to funds in the Fund Complex. Each fund in the Fund Complex (except
Van Kampen Exchange Fund) provides a deferred compensation plan to its
Non-Affiliated Trustees that allows such trustees to defer receipt of their
compensation until retirement and earn a return on such deferred amounts.
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 Fund Complex as selected by the respective Non-Affiliated Trustee. 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. 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 Fund Complex (except Van Kampen Exchange Fund) 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. 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 per year for each of the 10
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.

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

                               COMPENSATION TABLE




                                                                          Fund Complex
                                                          ---------------------------------------------
                                                                           Aggregate
                                                           Aggregate       Estimated
                                                          Pension or        Maximum           Total
                                                          Retirement        Annual        Compensation
                                           Aggregate       Benefits      Benefits from       before
                                          Compensation    Accrued as       the Fund       Deferral from
                                            from the        Part of      Complex Upon         Fund
                  Name                      Fund(1)       Expenses(2)    Retirement(3)     Complex(4)
                  ----                    ------------    -----------    -------------    -------------
                                                                              
INDEPENDENT TRUSTEES
David C. Arch                                $2,038         $35,373        $105,000         $259,418
Jerry D. Choate                               1,892          80,600         105,000          254,394
Rod Dammeyer                                  2,038          64,051         105,000          259,418
Linda Hutton Heagy                            2,038          25,769         105,000          254,394
R. Craig Kennedy                              2,038          18,372         105,000          254,394
Howard J Kerr                                 2,038         140,735         145,000          259,418
Jack E. Nelson                                2,038          92,953         105,000          238,523
Hugo F. Sonnenschein                          2,038          64,671         105,000          259,418
Suzanne H. Woolsey                            2,038          57,060         105,000          254,394

INTERESTED TRUSTEE
Wayne W. Whalen                               2,038          67,997         105,000          259,418



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


(1) The amounts shown in this column represent the aggregate compensation before
    deferral with respect to the Fund's fiscal year ended August 31, 2007. The
    following trustees deferred compensation from the Fund during the fiscal
    year ended August 31, 2007: Mr. Choate, $1,892; Mr. Dammeyer, $2,038;


                                       B-27



    Ms. Heagy, $2,038; Mr. Kennedy, $1,019; Mr. Nelson, $2,038; Mr.
    Sonnenschein, $2,038; and Mr. Whalen, $2,038. The cumulative deferred
    compensation (including interest) accrued with respect to each trustee,
    including former trustees, from the Fund as of the Fund's fiscal year ended
    August 31, 2007 is as follows: Mr. Branagan, $20,353; Mr. Choate, $29,214;
    Mr. Dammeyer, $9,678; Ms. Heagy, $41,124; Mr. Kennedy, $37,789; Mr. Nelson,
    $86,794; Mr. Rees, $15,380; Mr. Sisto, $25,798; Mr. Sonnenschein, $11,823;
    and Mr. Whalen, $58,741. The deferred compensation plan is described above
    the Compensation Table.



(2) The amounts shown in this column represent the sum of the retirement
    benefits accrued by the operating funds in the Fund Complex for each of the
    trustees for the funds' respective fiscal years ended in 2006. The
    retirement plan is described above the Compensation Table.


(3) For each trustee, this is the sum of the estimated maximum annual benefits
    payable by the funds in the Fund Complex as of the date of this Statement of
    Additional Information 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.


(4) The amounts shown in this column represent the aggregate compensation paid
    by all of the funds in the Fund Complex as of December 31, 2006 before
    deferral by the trustees under the deferred compensation plan. Because the
    funds in the Fund Complex have different fiscal year ends, the amounts shown
    in this column are presented on a calendar year basis.


BOARD COMMITTEES

     The Board of Trustees has three standing committees (an audit committee, a
brokerage and services committee and a governance committee). Each committee is
comprised solely of "Independent Trustees," which is defined for purposes herein
as trustees who: (1) are not "interested persons" of the Fund as defined by the
1940 Act and (2) are "independent" of the Fund as defined by the New York Stock
Exchange, American Stock Exchange and Chicago Stock Exchange listing standards.

     The Board's audit committee consists of Jerry D. Choate, Rod Dammeyer and
R. Craig Kennedy. In addition to being Independent Trustees as defined above,
each of these trustees also meets the additional independence requirements for
audit committee members as defined by the New York Stock Exchange, American
Stock Exchange and Chicago Stock Exchange listing standards. The audit committee
makes recommendations to the Board of Trustees concerning the selection of the
Fund's independent registered public accounting firm, reviews with such
independent registered public accounting firm the scope and results of the
Fund's annual audit and considers any comments which the independent registered
public accounting firm may have regarding the Fund's financial statements,
accounting records or internal controls. The Board of Trustees has adopted a
formal written charter for the audit committee which sets forth the audit
committee's responsibilities. The audit committee has reviewed and discussed the
financial statements of the Fund with management as well as with the independent
registered public accounting firm of the Fund, and discussed with the
independent registered public accounting firm the matters required to be
discussed under the Statement of Auditing Standards No. 61. The audit committee
has received the written disclosures and the letter from the independent
registered public accounting firm required under Independence Standards Board
Standard No. 1 and has discussed with the independent registered public
accounting firm its independence. Based on this review, the audit committee
recommended to the Board of Trustees of the Fund that the Fund's audited
financial statements be included in the Fund's annual report to shareholders for
the most recent fiscal year for filing with the SEC.

     The Board's brokerage and services committee consists of Linda Hutton
Heagy, Hugo F. Sonnenschein 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 governance committee consists of David C. Arch, Howard J Kerr
and Jack E. Nelson. In addition to being Independent Trustees as defined above,
each of these trustees also meets the additional independence requirements for
nominating committee members as defined by the New York Stock Exchange,

                                       B-28


American Stock Exchange and Chicago Stock Exchange listing standards. The
governance committee identifies individuals qualified to serve as Independent
Trustees on the Board and on committees of the Board, advises the Board with
respect to Board composition, procedures and committees, develops and recommends
to the Board a set of corporate governance principles applicable to the Fund,
monitors corporate governance matters and makes recommendations to the Board,
and acts as the administrative committee with respect to Board policies and
procedures, committee policies and procedures and codes of ethics. The
Independent Trustees of the Fund select and nominate any other nominee
Independent Trustees for the Fund. While the Independent 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 consider nominations from shareholders to the Board.
Nominations from shareholders should be in writing and sent to the Independent
Trustees as described below.


     During the Fund's last fiscal year, the Board of Trustees held 8 meetings.
During the Fund's last fiscal year, the audit committee of the Board held 7
meetings, the brokerage and services committee of the Board held 4 meetings and
the governance committee of the Board held 3 meetings.


SHAREHOLDER COMMUNICATIONS

     Shareholders may send communications to the Board of Trustees. Shareholders
should send communications intended for the Board by addressing the
communication directly to the Board (or individual Board members) and/or
otherwise clearly indicating in the salutation that the communication is for the
Board (or individual Board members) and by sending the communication to either
the Fund's office or directly to such Board member(s) at the address specified
for such trustee above. Other shareholder communications received by the Fund
not directly addressed and sent to the Board will be reviewed and generally
responded to by management, and will be forwarded to the Board only at
management's discretion based on the matters contained therein.

SHARE OWNERSHIP


     Excluding deferred compensation balances as described in the Compensation
Table, as of December 31, 2006, 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 all of the funds in
the Fund Complex overseen by the trustee in the dollar range amounts specified
below.



                2006 TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES


INDEPENDENT TRUSTEES



                                                                                    TRUSTEES
                                                      --------------------------------------------------------------------
                                                        ARCH      CHOATE    DAMMEYER     HEAGY      KENNEDY       KERR
                                                        ----      ------    --------     -----      -------       ----
                                                                                             
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND.......    none       none      none         $1-       $10,001-      none
                                                                                        $10,000      $50,000
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL
 REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE
 IN THE
 FUND COMPLEX.......................................    over     $10,001-    over       $50,001-     over          $1-
                                                      $100,000   $50,000    $100,000    $100,000    $100,000     $10,000


                                                                  TRUSTEES
                                                      ---------------------------------
                                                      NELSON    SONNENSCHEIN   WOOLSEY
                                                      ------    ------------   -------
                                                                      
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND.......   none        none          none
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL
 REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE
 IN THE
 FUND COMPLEX.......................................    $1-      $50,001-        over
                                                      $10,000    $100,000      $100,000



INTERESTED TRUSTEE




                                                                  TRUSTEE
                                                                  -------
                                                                  WHALEN
                                                                  ------
                                                           
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND...............  $10,001-$50,000
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL
  REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN THE
  FUND COMPLEX..............................................   over $100,000



                                       B-29



     Including deferred compensation balances (which are amounts deferred and
thus retained by the Fund as described in the Compensation Table), as of
December 31, 2006, the most recently completed calendar year prior to the date
of this Statement of Additional Information, each trustee of the Fund had in the
aggregate, combining beneficially owned equity securities and deferred
compensation of the Fund and of all of the funds in the Fund Complex overseen by
the trustee, the dollar range amounts specified below.



          2006 TRUSTEE BENEFICIAL OWNERSHIP AND DEFERRED COMPENSATION


INDEPENDENT TRUSTEES




                                                                           TRUSTEES
                             ----------------------------------------------------------------------------------------------------
                               ARCH      CHOATE    DAMMEYER    HEAGY     KENNEDY      KERR      NELSON    SONNENSCHEIN   WOOLSEY
                               ----      ------    --------    -----     -------      ----      ------    ------------   -------
                                                                                              
DOLLAR RANGE OF EQUITY
 SECURITIES AND DEFERRED
 COMPENSATION IN THE
 FUND......................    none       none      none        $1-      $10,001-     none       none        none          none
                                                               10,000     $50,000
AGGREGATE DOLLAR RANGE OF
 EQUITY SECURITIES AND
 DEFERRED COMPENSATION IN
 ALL REGISTERED INVESTMENT
 COMPANIES OVERSEEN BY
 TRUSTEE IN THE FUND
 COMPLEX...................    over       over      over        over      over        over       over        over          over
                             $100,000   $100,000   $100,000   $100,000   $100,000   $100,000   $100,000     $100,000     $100,000



INTERESTED TRUSTEE



                                                                  TRUSTEE
                                                                  -------
                                                                  WHALEN
                                                                  ------
                                                           
DOLLAR RANGE OF EQUITY SECURITIES AND DEFERRED COMPENSATION
  IN THE FUND...............................................  $10,001-$50,000
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES AND DEFERRED
  COMPENSATION IN ALL REGISTERED INVESTMENT COMPANIES
  OVERSEEN BY TRUSTEE IN THE FUND COMPLEX...................   over $100,000



     As of December 3, 2007, the trustees and officers of the Fund as a group
owned less than 1% of the shares of the Fund.


CODE OF ETHICS

     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.

                                       B-30


                         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
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 registered public accounting firm
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 in
the absence of willful misfeasance, bad faith, negligence or reckless disregard
of obligations or duties 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 expenses of the
Fund for any fiscal year exceed the most restrictive expense limitation
applicable in the states where the Fund's shares 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.

ADVISORY FEES




                                                                       FISCAL YEAR
                                                                     ENDED AUGUST 31,
                                                           ------------------------------------
                                                              2007         2006         2005
                                                           ----------   ----------   ----------
                                                                            
The Adviser received the approximate advisory fees of....  $2,469,300   $2,719,900   $3,756,900



LITIGATION INVOLVING THE ADVISER


     The Adviser and one of the investment companies advised by the Adviser are
named as defendants in a class action complaint generally alleging that the
defendants breached their duties of care to long-term shareholders of the
investment company by valuing portfolio securities at the closing prices of the
foreign exchanges on which they trade without accounting for significant market
information that became available after the close of the foreign exchanges but
before calculation of net asset value. As a result, the complaint alleges,
short-term traders were able to exploit stale pricing information to capture
arbitrage profits that diluted the value of shares held by long-term investors.
The complaint seeks unspecified compensatory damages, punitive damages, fees and
costs. On October 16, 2006, pursuant to an order of the United States Supreme
Court finding a lack of appellate jurisdiction, the federal court of appeals
vacated a prior order of the federal district court dismissing the case with
prejudice, and remanded the case to the Illinois state court


                                       B-31



where it had been filed. In November 2006, defendants again removed the case to
the federal district court based on intervening authority. In July 2007, the
district court granted plaintiff's motion to remand the case back to Illinois
state court. In October 2007, defendants filed a motion to dismiss the
complaint, which remains pending. While defendants believe that they have
meritorious defenses, the ultimate outcome of this matter is not presently
determinable at this stage in the litigation.


                                FUND MANAGEMENT

OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS


     As of August 31, 2007, Henry Choi managed no registered investment
companies; no pooled investment vehicles other than registered investment
companies; and no other accounts.



     As of August 31, 2007, Steven K. Kreider managed 29 registered investment
companies with a total of approximately $29.7 billion in assets; no pooled
investment vehicles other than registered investment companies; and 68 other
accounts with a total of approximately $12.4 billion in assets. Of these 68
other accounts, three accounts with a total of approximately $987.1 million in
assets had performance-based fees.



     Because the portfolio managers manage assets for other investment
companies, pooled investment vehicles, and/or other accounts (including
institutional clients, pension plans and certain high net worth individuals),
there may be an incentive to favor one client over another resulting in
conflicts of interest. For instance, the Adviser may receive fees from certain
accounts that are higher than the fee it receives from the Fund, or it may
receive a performance-based fee on certain accounts. In those instances, the
portfolio managers may have an incentive to favor the higher and/or
performance-based fee accounts over the Fund. The portfolio managers of the Fund
do not currently manage assets for other investment companies, pooled investment
vehicles or other accounts that charge a performance fee. In addition, a
conflict of interest could exist to the extent the Adviser has proprietary
investments in certain accounts, where portfolio managers have personal
investments in certain accounts or when certain accounts are investment options
in the Adviser's employee benefits and/or deferred compensation plans. The
portfolio manager may have an incentive to favor these accounts over others. If
the Adviser manages accounts that engage in short sales of securities of the
type in which the Fund invests, the Adviser could be seen as harming the
performance of the Fund for the benefit of the accounts engaging in short sales
if the short sales cause the market value of the securities to fall. The Adviser
has adopted trade allocation and other policies and procedures that it believes
are reasonably designed to address these and other conflicts of interest.


PORTFOLIO MANAGER COMPENSATION STRUCTURE

     Portfolio managers receive a combination of base compensation and
discretionary compensation, comprised of a cash bonus and several deferred
compensation programs described below. The methodology used to determine
portfolio manager compensation is applied across all accounts managed by the
portfolio manager.

     BASE SALARY COMPENSATION. Generally, portfolio managers receive base salary
compensation based on the level of their position with the Adviser.

     DISCRETIONARY COMPENSATION. In addition to base compensation, portfolio
managers may receive discretionary compensation.

     Discretionary compensation can include:

     - Cash Bonus;


     - Morgan Stanley's Long-Term Incentive Compensation Program awards -- a
       mandatory program that defers a portion of discretionary year-end
       compensation into restricted stock units or other awards or other
       investments based on Morgan Stanley common stock that are subject to
       vesting and other conditions;


                                       B-32


     - Investment Management Alignment Plan (IMAP) awards -- a mandatory program
       that defers a portion of discretionary year-end compensation and
       notionally invests it in designated funds advised by the Adviser or its
       affiliates. The award is subject to vesting and other conditions.
       Portfolio managers must notionally invest a minimum of 25% to a maximum
       of 100% of the IMAP deferral into a combination of the designated funds
       they manage that are included in the IMAP fund menu;

     - Voluntary Deferred Compensation Plans -- voluntary programs that permit
       certain employees to elect to defer a portion of their discretionary
       year-end compensation and directly or notionally invest the deferred
       amount: (1) across a range of designated investment funds, including
       funds advised by the Adviser or its affiliates; and/or (2) in Morgan
       Stanley stock units.

     Several factors determine discretionary compensation, which can vary by
portfolio management team and circumstances. In order of relative importance,
these factors include:


     - Investment performance. A portfolio manager's compensation is linked to
       the pre-tax investment performance of the funds/accounts managed by the
       portfolio manager. Investment performance is calculated for one-, three-
       and five-year periods measured against an appropriate securities market
       index (or indices) for the funds/accounts managed by the portfolio
       manager. In the case of the Fund, the Fund's investment performance is
       measured against the Lehman Brothers U.S. Corporate High Yield - 2%
       Issuer Cap Index and the Lipper High Current Yield Bond Funds Index and
       against appropriate rankings or ratings prepared by Morningstar Inc. or
       similar independent services which monitor Fund performance. Other
       funds/accounts managed by the same portfolio manager may be measured
       against this same index and same rankings or ratings, if appropriate, or
       against other indices and other rankings or ratings that are deemed more
       appropriate given the size and/or style of such funds/accounts as set
       forth in such funds'/accounts' disclosure materials and guidelines. The
       assets managed by the portfolio managers in funds, pooled investment
       vehicles and other accounts are described in "Other Accounts Managed by
       the Portfolio Managers" above. Generally, the greatest weight is placed
       on the three- and five-year periods.


     - Revenues generated by the investment companies, pooled investment
       vehicles and other accounts managed by the portfolio manager.

     - Contribution to the business objectives of the Adviser.

     - The dollar amount of assets managed by the portfolio manager.

     - Market compensation survey research by independent third parties.

     - Other qualitative factors, such as contributions to client objectives.


     - Performance of Morgan Stanley and Morgan Stanley Investment Management
       Inc., and the overall performance of the investment team(s) of which the
       portfolio manager is a member.


SECURITIES OWNERSHIP OF PORTFOLIO MANAGERS


     As of August 31, 2007, the dollar range of securities beneficially owned by
each portfolio manager in the Fund is shown below:



     Henry Choi--None


     Steven K. Kreider--None*

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

* Not included in the table above, the portfolio manager has made investments in
  one or more other mutual funds managed by the same portfolio management team
  pursuant to a similar strategy.

                                OTHER AGREEMENTS

ACCOUNTING SERVICES AGREEMENT

     The Fund has entered into an accounting services agreement pursuant to
which the Adviser provides accounting services to the Fund supplementary to
those provided by the custodian. Such services are expected

                                       B-33


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.

CHIEF COMPLIANCE OFFICER EMPLOYMENT AGREEMENT

     The Fund has entered into an employment agreement with John Sullivan and
Morgan Stanley pursuant to which Mr. Sullivan, an employee of Morgan Stanley,
serves as Chief Compliance Officer of the Fund and other Van Kampen funds. The
Fund's Chief Compliance Officer and his staff are responsible for administering
the compliance policies and procedures of the Fund and other Van Kampen funds.
The Fund reimburses Morgan Stanley for the costs and expenses of such services,
including compensation and benefits, insurance, occupancy and equipment,
information processing and communication, office services, conferences and
travel, postage and shipping. 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.

FUND PAYMENTS PURSUANT TO THESE AGREEMENTS




                                                               FISCAL YEAR ENDED AUGUST 31,
                                                              ------------------------------
                                                                2007       2006       2005
                                                              --------   --------   --------
                                                                           
Pursuant to these agreements, Morgan Stanley or its
  affiliates have received from the Fund approximately......  $46,300    $48,700    $48,600



                            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 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. The
approximate 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 BY
                                                                   COMMISSIONS        DISTRIBUTOR
                                                                ------------------    -----------
                                                                                
Fiscal year ended August 31, 2007...........................        $  785,300         $ 99,700
Fiscal year ended August 31, 2006...........................        $  800,300         $103,400
Fiscal year ended August 31, 2005...........................        $1,195,000         $144,400



                                       B-34


     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 for such investments the Fund may impose a
  contingent deferred sales charge of 1.00% on certain redemptions made within
  eighteen months of the purchase. The eighteen-month period ends on the first
  business day of the nineteenth month after the purchase date. A commission or
  transaction fee may 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 of $1 million to $2 million, plus 0.75% on the
  next $1 million, plus 0.50% on the next $2 million, plus 0.25% on the excess
  over $5 million. Authorized dealers will be eligible to receive the ongoing
  service fee with respect to such shares commencing in the second year
  following purchase. Proceeds from the distribution and service fees paid by
  the Fund during the first twelve months are paid to the Distributor and are
  used by the Distributor to defray its distribution and service related
  expenses.


     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 receive from the Distributor ongoing
distribution 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.

     With respect to Class I Shares, there are no sales charges paid by
investors. Commissions or transaction fees may be paid by the Distributor to
authorized dealers.


     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. There is no distribution plan or service plan in effect for
Class I 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 the 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 FINRA who are acting as securities dealers and FINRA 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

                                       B-35


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 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 it received during such year (the "actual net
expenses") or (ii) the distribution and service fees at the rates specified in
the Prospectus applicable to that class of shares (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, 2007, there were approximately $1,392,000 and $10,200 of
unreimbursed distribution-related expenses with respect to Class B Shares and
Class C Shares, respectively, representing approximately 2% and less than 1% 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.

                                       B-36



     For the fiscal year ended August 31, 2007, the Fund's aggregate expenses
paid under the Plans for Class A Shares were approximately $1,152,148 or 0.25%
of the Class A Shares' average daily net assets. Such expenses were paid to
reimburse the Distributor for payments made to financial intermediaries for
distributing and servicing Class A Shareholders and for administering the Class
A Share Plans. For the fiscal year ended August 31, 2007, the Fund's aggregate
expenses paid under the Plans for Class B Shares were approximately $1,030,651
or 1.00% of the Class B Shares' average daily net assets. Such expenses were
paid to reimburse the Distributor for the following payments: approximately
$772,988 for commissions and transaction fees paid to financial intermediaries
in respect of sales of Class B Shares of the Fund and approximately $257,663 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,
2007, the Fund's aggregate expenses paid under the Plans for Class C Shares were
approximately $428,238 or 0.96% of the Class C Shares' average daily net assets.
Such expenses were paid to reimburse the Distributor for the following payments:
approximately $76,290 for commissions and transaction fees paid to financial
intermediaries in respect of sales of Class C Shares of the Fund and
approximately $351,948 for fees paid to financial intermediaries for servicing
Class C Shareholders and administering the Class C Share Plans.


     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.


     The Adviser and/or the Distributor may pay compensation, out of their own
funds and not as an expense of the Fund, to Morgan Stanley & Co. Incorporated
("Morgan Stanley & Co.") and certain other authorized dealers in connection with
the sale or retention of Fund shares and/or shareholder servicing. For example,
the Adviser or the Distributor may pay additional compensation to Morgan Stanley
& Co. and to other authorized dealers for the purpose of promoting the sale of
Fund shares, providing the Fund and other Van Kampen funds with "shelf space" or
a higher profile with the authorized dealer's financial advisors and
consultants, placing the Fund and other Van Kampen funds on the authorized
dealer's preferred or recommended fund list, granting the Distributor access to
the authorized dealer's financial advisors and consultants, providing assistance
in training and educating the authorized dealer's personnel, furnishing
marketing support and other specified services, maintaining share balances
and/or for sub-accounting, administrative or transaction processing services.
Such payments are in addition to any distribution fees, service fees and/or
transfer agency fees that may be payable by the Fund. The additional payments
may be based on factors, including level of sales (based on gross or net sales
or some specified minimum sales or some other similar criteria related to sales
of the Fund and/or some or all other Van Kampen funds), amount of assets
invested by the authorized dealer's customers (which could include current or
aged assets of the Fund and/or some or all other Van Kampen funds), the Fund's
advisory fees, some other agreed upon amount, or other measures as determined
from time to time by the Adviser and/or Distributor.



     With respect to Morgan Stanley & Co. financial advisers and intermediaries,
these payments currently include the following amounts: (1) for Class A Shares,
Class B Shares and Class C Shares (excluding shares, if any, held by
participants in the Morgan Stanley Fund Solution(SM) Program, the Morgan Stanley
Personal Portfolio(SM) Program and Morgan Stanley Corporate Retirement
Solutions), (a) an amount equal to 0.11% of the value (at the time of sale) of
gross sales of such Fund shares and (b) an ongoing annual fee in an amount up to
0.03% of the value of such Fund shares held (to the extent assets held by Morgan
Stanley & Co. accounts in certain Van Kampen Funds exceed $600 million); (2) for
Class I Shares (excluding sales through Morgan Stanley Fund Solution(SM)
Program, Morgan Stanley Funds Portfolio Architect(SM) Program, the Morgan


                                       B-37



Stanley Personal Portfolio(SM) Program and Morgan Stanley Corporate Retirement
Solutions), an ongoing annual fee in an amount up to 0.05% of the value of such
shares held and (3) for shares sold through 401(k) platforms in Morgan Stanley
Corporate Retirement Solutions, an ongoing annual fee in an amount up to 0.20%
of the value of such Fund shares held.


     With respect to other authorized dealers, these payments currently include
the following amounts: (1) other than sales through 401(k) platforms, (a) an
amount up to 0.25% of the value (at the time of sale) of gross sales of Fund
shares and/or (b) an ongoing annual fee in an amount up to 0.13% of the value of
such Fund shares; and (2) for shares sold through 401(k) platforms, an ongoing
annual fee in an amount up to 0.20% of the value of such Fund shares held. You
should review carefully any disclosure by your authorized dealer as to its
compensation.


     The prospect of receiving, or the receipt of, such compensation, as
described above, by Morgan Stanley & Co. or other authorized dealers may provide
Morgan Stanley & Co. or other authorized dealers, and their representatives or
employees, with an incentive to favor sales of shares of the Fund over other
investment options with respect to which Morgan Stanley & Co. or an authorized
dealer does not receive additional compensation (or receives lower levels of
additional compensation). These payment arrangements, however, will not change
the price that an investor pays for shares of the Fund. Investors may wish to
take such payment arrangements into account when considering and evaluating any
recommendations relating to Fund shares.



     The Distributor has entered into agreements with the following firms
whereby certain shares of the Fund will be offered pursuant to such firms'
retirement plan alliance program(s): (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.), (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)
AMVESCAP Retirement, Inc. (formerly Invesco Retirement and Benefit Services,
Inc.), (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., (xix) Union Bank of California, N.A., (xx) ABN
AMRO Trust Services Company, (xxi) ING Financial Advisers, LLC, (xxii) Northern
Trust Retirement Consulting, LLC, (xxiii) MetLife Securities, Inc., (xxiv)
ExpertPlan, (xxv) Hartford Life Insurance Company, (xxvi) Hartford Securities
Distribution Company, Inc., (xxvii) JPMorgan Retirement Plan Services LLC,
(xxviii) Massachusetts Mutual Life Insurance Company, (xxix) Reliance Trust
Company and (xxx) The Princeton Retirement Group, Inc. 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, as
well as the ability to purchase Class A Shares at net asset value or the
availability of other share classes.


                                 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 and are approved by the Fund's
Board of Trustees. The transfer agency fees 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.

                                       B-38


     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. In selecting among 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. In
certain instances, the Adviser may instruct certain broker-dealers to pay for
research services provided by executing brokers or third party research
providers, which are selected independently by the Adviser. 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 effects its securities
transactions may be used by the Adviser in servicing all of its advisory
accounts and/or accounts managed by its affiliates that are registered
investment advisers; not all of such services may be used by the Adviser in
connection with the Fund. To the extent that the Adviser receives these services
from broker-dealers, it will not have to pay for these services itself.



     The Adviser also may place portfolio transactions, to the extent permitted
by law, with brokerage firms (and futures commission merchants) 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.

                                       B-39



     Certain broker-dealers (and futures commission merchants), through which
the Fund may effect securities (or futures) transactions, are affiliated persons
(as defined in the 1940 Act) of the Fund or affiliated persons of such
affiliates, including Morgan Stanley or its subsidiaries. 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 or
instruments 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.


     Unless otherwise described below, the Fund paid no commissions to
affiliated brokers during the last three fiscal years. The Fund paid the
following commissions to brokers during the fiscal years shown:




                                                                             AFFILIATED
                                                                              BROKERS
                                                                           --------------
                                                                  ALL      MORGAN STANLEY
                                                                BROKERS        & CO.
                                                                -------    --------------
                                                                     
Commissions Paid:
  Fiscal year ended August 31, 2007.........................    $35,679          $0
  Fiscal year ended August 31, 2006.........................    $     0          $0
  Fiscal year ended August 31, 2005.........................    $   103          $0

Fiscal Year 2007 Percentages:
  Commissions with affiliate to total commissions......................           0%
  Value of brokerage transactions with affiliate to total
     transactions......................................................           0%




     During the fiscal year ended August 31, 2007, 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 Prospectuses captioned "Shareholder Services."

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 Prospectuses 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

                                       B-40


Funds Inc., c/o Investor Services, PO Box 947, Jersey City, New Jersey
07303-0947, 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 up to $50,000
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)
847-2424.


DIVIDEND DIVERSIFICATION


     A shareholder may elect, by completing the appropriate section of the
account application form or by calling (800) 847-2424, 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
Prospectuses) 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 plans) and for the benefit
of 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
$5,000 or more at the next determined net asset value per share at the time the
plan is established. 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 plan holder 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 (as well as Class A
Shareholders subject to a contingent deferred sales charge) 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 plan is established.


                                       B-41


     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 any
Participating 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 any Participating Fund
with credit given for any contingent deferred sales charge paid on the amount of
shares reinstated from such redemption, provided that such shareholder has not
previously exercised this reinstatement 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
contingent deferred sales charge (if any) to subsequent redemptions.
Reinstatements are made at the net asset value per share (without a 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
Participating Fund into which shareholders desire to reinstate their net
proceeds of a redemption of shares of the Fund are available for sale.
Reinstatement at net asset value per share is also offered to participants in
eligible retirement plans for repayment of principal (and interest) on their
borrowings on such plans, provided that shares of the Participating Fund are
available for sale. There is no reinstatement privilege for Class I Shares of
the Fund. Any gain or loss realized by the shareholder upon redemption of shares
is a taxable event regardless of whether the shareholder reinstates all or any
portion of the net proceeds of the redemption. Any such loss may be disallowed,
to the extent of the reinstatement, under the so-called "wash sale" rules if the
reinstatement occurs within 30 days after such redemption. In that event, the
shareholder's tax basis in the shares acquired pursuant to the reinstatement
will be increased by the amount of the disallowed loss, and the shareholder's
holding period for such shares will include the holding period for the redeemed
shares.


                              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 in-kind securities.


                                       B-42


                    CONTINGENT DEFERRED SALES CHARGE-CLASS A

     As described in the Fund's Class A Shares, Class B Shares and Class C
Shares 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 eighteen months 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
acquired by exchange 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 CDSC-Class A, followed
by shares held the longest in the shareholder's account. The CDSC-Class A 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 CDSC-Class A is imposed
on increases in net asset value above the initial purchase price. In addition,
no CDSC-Class A is assessed on shares derived from reinvestment of dividends or
capital gain dividends.

                  WAIVER OF CONTINGENT DEFERRED SALES CHARGES

     As described in the Fund's Class A Shares, Class B Shares and Class C
Shares 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 A (defined above) and CDSC-Class B and C
are waived on redemptions in the circumstances described below:

REDEMPTION UPON DEATH OR DISABILITY


     The Fund will waive the CDSC-Class A and the CDSC-Class B and C on
redemptions following the death or disability of a Class A Shareholder, a Class
B Shareholder or a 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, 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 A or the CDSC-Class B and C.



     In cases of death or disability, the CDSC-Class A and 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 A and 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 A and 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 A and 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 A or CDSC-Class B and C is
applicable in the event that such acquired shares are redeemed following the
transfer or rollover. The CDSC-Class A and the CDSC-Class B and C also will be
waived on any redemption which results from the return of an excess contribution
or other contribution pursuant to Internal Revenue 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) or the
                                       B-43


financial hardship of the employee pursuant to U.S. Treasury regulation Section
1.401(k)-1(d)(2). In addition, the CDSC-Class A and the CDSC-Class B and C 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 A or 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 plan
is established with respect to the Fund is hereinafter referred to as the
"initial account balance." If the initial account balance is $1 million or more
and the shareholder purchased Class A Shares without a sales charge, those Class
A Shares will, in most instances, be subject to a CDSC-Class A if redeemed
within eighteen months of their date of purchase. However, if the shareholder
participates in a systematic withdrawal program as described herein, any
applicable CDSC-Class A will be waived on those Class A Shares. The amount to be
systematically redeemed from the Fund without the imposition of a CDSC-Class A
and 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 A in circumstances under which no
commission or transaction fee is paid to authorized dealers at the time of
purchase of Class A Shares. The Fund will waive the CDSC-Class B and C in
certain 401(k) plans in circumstances under which no commission or transaction
fee is paid to authorized dealers at the time of purchase of Class B Shares and
Class C Shares. See "Purchase of Shares -- Waiver of Contingent Deferred Sales
Charge" in the Class A Shares, Class B Shares and Class C Shares 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 Class A Shares, Class B
Shares and Class C Shares 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 A and the CDSC-Class B and C upon
such involuntary redemption.

REDEMPTION BY ADVISER

     The Fund may waive the CDSC-Class A and 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 intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue 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.

                                       B-44


     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 and designated as capital gain
dividends.

     To avoid a nondeductible 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, (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), and (iii) 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, among other things, may (i) disallow, suspend or otherwise
limit the allowance of certain losses or deductions, (ii) convert lower taxed
long-term capital gain or "qualified dividend income" into higher taxed
short-term capital gain or ordinary income, (iii) convert an ordinary loss or
deduction into a capital loss (the deductibility of which is more limited), (iv)
cause the Fund to recognize income or gain without a corresponding receipt of
cash, (v) adversely affect the time as to when a purchase or sale of stock or
securities is deemed to occur, (vi) adversely alter the characterization of
certain complex financial transactions and/or (vii) produce income that will not
qualify as good income for purposes of the annual gross income requirement that
the Fund must meet to be treated as a regulated investment company. The Fund
intends to monitor its transactions and may make certain tax elections or take
other actions to mitigate the effect of these provisions and prevent
disqualification of the Fund as a regulated investment company.


     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 generally 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.

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 gains designated 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 gain to such shareholder (assuming such shares are
held as a capital asset).

     Current law provides for reduced U.S. federal income tax rates on (i)
long-term capital gains received by individuals and (ii) "qualified dividend
income" received by individuals from certain domestic and foreign corporations.
The reduced rates for capital gains generally apply to long-term capital gains
from sales or
                                       B-45


exchanges recognized on or after May 6, 2003, and cease to apply for taxable
years beginning after December 31, 2010. The reduced rate for dividends
generally applies to "qualified dividend income" received in taxable years
beginning after December 31, 2002, and ceases to apply for taxable years
beginning after December 31, 2010. Fund shareholders, as well as the Fund
itself, must also satisfy certain holding period and other requirements in order
for the reduced rate for dividends to apply. Because the Fund may invest a
portion of its assets in preferred stocks and securities convertible into common
stock, ordinary income dividends paid by the Fund may be eligible for the
reduced rate applicable to "qualified dividend income." No assurance can be
given as to what percentage of the ordinary income dividends paid by the Fund
will consist of "qualified dividend income." To the extent that distributions
from the Fund are designated as capital gain dividends, such distributions will
be eligible for the reduced rates applicable to long-term capital gains. For a
summary of the maximum tax rates applicable to capital gains (including capital
gain dividends), see "Capital Gains Rates" below.

     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 tax 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 nondeductible 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 adjusted 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 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-46


CAPITAL GAINS RATES

     Under current law, 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) for net capital gains recognized on or after
May 6, 2003, 15% for capital assets held for more than one year (20% for net
capital gains recognized in taxable years beginning after December 31, 2010).
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, interest-related dividends and short-term 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.

     Under current law, the Fund may pay "interest-related dividends" and
"short-term capital gain dividends" to Non-U.S. Shareholders without having to
withhold on such dividends at the 30% rate. The amount of "interest-related
dividends" that the Fund may pay each year is limited to the amount of
"qualified interest income" received by the Fund during that year, less the
amount of the Fund's expenses properly allocable to such interest income.
"Qualified interest income" includes, among other items, interest paid on debt
obligations of a U.S. issuer and interest paid on deposits with U.S. banks,
subject to certain exceptions. The amount of "short-term capital gain dividends"
that the Fund may pay each year generally is limited to the excess of the Fund's
net short-term capital gains over its net long-term capital losses, without any
reduction for the Fund's expenses allocable to such gains (with exceptions for
certain gains). The exemption from 30% withholding tax for "short-term capital
gain dividends" does not apply with respect to Non-U.S. Shareholders that are
present in the United States for more than 182 days during the taxable year. If
the Fund's income for a taxable year includes "qualified interest income" or net
short-term capital gains, the Fund may designate dividends as "interest-related
dividends" or "short-term capital gain dividends" by written notice mailed to
Non-U.S. Shareholders not later than 60 days after the close of the Fund's
taxable year. These provisions apply to dividends paid by the Fund with respect
to the Fund's taxable years beginning on or after January 1, 2005 and will cease
to apply to dividends paid by the Fund with respect to the Fund's taxable years
beginning after December 31, 2007.

     Non-effectively connected capital gain dividends and gains realized from
the sale of shares generally 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 proceeds paid to them upon the sale of their shares. See "Backup
Withholding" and "Information Reporting" below.

                                       B-47


     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.

BACKUP WITHHOLDING

     The Fund may be required to withhold federal income tax at a rate of 28%
(through 2010) ("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 that properly certifies its
non-United States status) if (i) the shareholder fails to properly furnish the
Fund with its correct taxpayer identification number or to certify its non-U.S.
status (in the case of a Non-U.S. Shareholder), (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, interest-related dividends,
short-term 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 that properly certifies its non-United States
status) the amount of dividends, capital gain dividends and 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, interest-related dividends, short-term
capital gain dividends and redemption proceeds paid that are subject to
withholding (including backup withholding, if any) and the amount of tax
withheld, if any, 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.


                                       B-48


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 laws 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 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.

     Total return is calculated separately for Class A Shares, Class B Shares,
Class C Shares and Class I 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.

     The after-tax returns of the Fund may also be advertised or otherwise
reported. This is generally calculated in a manner similar to the computation 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

                                       B-49


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, Class C Shares and Class I 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 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, the Fund's marketing materials may include an update
from the portfolio manager or the Adviser and a discussion of 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 funds' 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 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

                                       B-50


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 from our web site at www.vankampen.com or by calling or
writing the Fund at the telephone number or address printed on the cover of this
Statement of Additional Information.


     The results shown below 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.


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, 2007 was 1.29%, (ii) the five-year period ended August 31, 2007 was
8.76% and (iii) the ten-year period ended August 31, 2007 was 2.47%.



     The Fund's yield with respect to Class A Shares for the 30-day period
ending August 31, 2007 was 7.70%. The Fund's current distribution rate with
respect to Class A Shares for the month ending August 31, 2007 was 6.80%.



     The Fund's cumulative non-standardized total return, including payment of
the maximum sales charge, with respect to Class A Shares from October 2, 1978
(commencement of distribution of Class A Shares of the Fund) to August 31, 2007
was 625.62%.



     The Fund's cumulative non-standardized total return, excluding payment of
the maximum sales charge, with respect to Class A Shares from October 2, 1978
(commencement of distribution of Class A Shares of the Fund) to August 31, 2007
was 662.06%.


     The yield for Class A 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.

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 converted 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

                                       B-51


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.


     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, 2007 was 1.44%, (ii) the five-year period ended August
31, 2007 was 8.76% and (iii) the ten-year period ended August 31, 2007 was
2.33%.



     The Fund's yield with respect to Class B Shares for the 30-day period
ending August 31, 2007 was 7.27%. The Fund's current distribution rate with
respect to Class B Shares for the month ending August 31, 2007 was 6.33%.



     The Fund's cumulative non-standardized total return, including payment of
the contingent deferred sales charge, with respect to Class B Shares from July
2, 1992 (commencement of distribution of Class B Shares of the Fund) to August
31, 2007 was 118.04%.



     The Fund's cumulative non-standardized total return, excluding payment of
the contingent deferred sales charge, with respect to Class B Shares from July
2, 1992 (commencement of distribution of Class B Shares of the Fund) to August
31, 2007 was 118.04%.


     The yield for Class B 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.

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, 2007 was 4.60%, (ii) the five-year period ended August
31, 2007 was 9.00% and (iii) ten-year period ended August 31, 2007 was 2.20%.



     The Fund's yield with respect to Class C Shares for the 30-day period
ending August 31, 2007 was 7.39%. The Fund's current distribution rate with
respect to Class B Shares for the month ending August 31, 2007 was 6.42%.



     The Fund's cumulative non-standardized total return, including payment of
the contingent deferred sales charge, with respect to Class C Shares from July
6, 1993 (commencement of distribution of Class C Shares of the Fund) to August
31, 2007 was 82.73%.



     The Fund's cumulative non-standardized total return, excluding payment of
the contingent deferred sales charge, with respect to Class C Shares from July
6, 1993 (commencement of distribution of Class C Shares of the Fund) to August
31, 2007 was 82.73%.


     The yield for 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.

CLASS I SHARES


     The Fund's average annual total return for Class I Shares of the Fund for
(i) the one-year period ended August 31, 2007 was 6.49% and (ii) approximately
the two-year, five-month period from March 23, 2005 (commencement of
distribution of Class I Shares of the Fund) to August 31, 2007 was 5.34%.



     The Fund's yield with respect to Class I Shares for the 30-day period
ending August 31, 2007 was 8.34%. The Fund's current distribution rate with
respect to Class I Shares for the month ending August 31, 2007 was 7.40%.



     The Fund's cumulative non-standardized total return with respect to Class I
Shares of the Fund from March 23, 2005 (commencement of distribution of Class I
Shares of the Fund) to August 31, 2007 was 13.53%.


                                       B-52


     The yield for Class I 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.

                               OTHER INFORMATION

DISCLOSURE OF PORTFOLIO HOLDINGS

     The Fund's Board of Trustees and the Adviser have adopted policies and
procedures regarding disclosure of portfolio holdings information (the
"Policy"). Pursuant to the Policy, information concerning the Fund's portfolio
holdings may be disclosed only if such disclosure is consistent with the
antifraud provisions of the federal securities laws and the fiduciary duties
owed by the Fund and the Adviser to the Fund's shareholders. The Fund and the
Adviser may not receive compensation or any other consideration (which includes
any agreement to maintain assets in the Fund or in other investment companies or
accounts managed by the Adviser or any affiliated person of the Adviser) in
connection with the disclosure of portfolio holdings information of the Fund.
The Fund's Policy is implemented and overseen by the Portfolio Holdings Review
Committee (the "PHRC"), which is described in more detail below.

     Public Portfolio Holdings Information Disclosure Policy. Portfolio holdings
information will be deemed public when it has been posted to the Fund's public
web site. On its public web site, the Fund currently makes available:


     - Calendar Quarters: Complete portfolio holdings at least 31 calendar days
       after the end of each calendar quarter.



     - Monthly: Top 10 (or top 15) largest portfolio holdings at least 15
       business days after the end of each month.


The Fund provides a complete schedule of portfolio holdings for the second and
fourth fiscal quarters in its Semiannual and Annual Reports, and for the first
and third fiscal quarters in its filings with the SEC on Form N-Q.

     Non-Public Portfolio Holdings Information Policy. All portfolio holdings
information that has not been disseminated in a manner making it available to
investors generally as described above is considered non-public portfolio
holdings information for the purposes of the Policy. Pursuant to the Policy,
disclosing non-public portfolio holdings information to third parties may occur
only when the Fund has a legitimate business purpose for doing so and the
recipients of such information are subject to a duty of confidentiality, which
prohibits such recipients from disclosing or trading on the basis of the
non-public portfolio holdings information. Any disclosure of non-public
portfolio holdings information made to third parties must be approved by both
the Fund's Board of Trustees (or a designated committee thereof) and the PHRC.
The Policy provides for disclosure of non-public portfolio holdings information
to certain pre-authorized categories of entities, executing broker-dealers and
shareholders, in each case under specific restrictions and limitations described
below, and the Policy provides a process for approving any other entities.

     Pre-Authorized Categories. Pursuant to the Policy, the Fund may disclose
non-public portfolio holdings information to certain third parties who fall
within pre-authorized categories. These third parties include fund rating
agencies, information exchange subscribers, consultants and analysts, portfolio
analytics providers, and service providers, provided that the third party
expressly agrees to maintain the non-public portfolio holdings information in
confidence and not to trade portfolio securities based on the non-public
portfolio holdings information. Subject to the terms and conditions of any
agreement between the Adviser or the Fund and the third party, if these
conditions for disclosure are satisfied, there shall be no restriction on the
frequency with which Fund non-public portfolio holdings information is released,
and no lag period shall apply. In addition, persons who owe a duty of trust or
confidence to the Fund or the Adviser (including legal counsel) may receive
non-public portfolio holdings information without entering into a non-disclosure
agreement. The PHRC is responsible for monitoring and reporting on such entities
to the Fund's Board of Trustees. Procedures to monitor the use of such
non-public portfolio holdings information may include requiring annual

                                       B-53


certifications that the recipients have utilized such information only pursuant
to the terms of the agreement between the recipient and the Adviser and, for
those recipients receiving information electronically, acceptance of the
information will constitute reaffirmation that the third party expressly agrees
to maintain the disclosed information in confidence and not to trade portfolio
securities based on the material non-public portfolio holdings information.

     Broker-Dealer Interest Lists. Pursuant to the Policy, the Adviser may
provide "interest lists" to broker-dealers who execute securities transactions
for the Fund. Interest lists may specify only the CUSIP numbers and/or ticker
symbols of the securities held in all registered management investment companies
advised by the Adviser or affiliates of the Adviser on an aggregate basis.
Interest lists will not disclose portfolio holdings on a fund by fund basis and
will not contain information about the number or value of shares owned by a
specified fund. The interest lists may identify the investment strategy to which
the list relates, but will not identify particular funds or portfolio
managers/management teams. Broker-dealers need not execute a non-disclosure
agreement to receive interest lists.

     Shareholders In-Kind Distributions. The Fund's shareholders may, in some
circumstances, elect to redeem their shares of the Fund in exchange for their
pro rata share of the securities held by the Fund. In such circumstances,
pursuant to the Policy, such Fund shareholders may receive a complete listing of
the portfolio holdings of the Fund up to seven (7) calendar days prior to making
the redemption request provided that they represent orally or in writing that
they agree not to disclose or trade on the basis of the portfolio holdings
information.

     Attribution Analyses. Pursuant to the Policy, the Fund may discuss or
otherwise disclose performance attribution analyses (i.e., mention the effects
of having a particular security in the portfolio) where such discussion is not
contemporaneously made public, provided that the particular holding has been
disclosed publicly. Any discussion of the analyses may not be more current than
the date the holding was disclosed publicly.

     Transition Managers. Pursuant to the Policy, the Fund may disclose
portfolio holdings to transition managers, provided that the Fund has entered
into a non-disclosure or confidentiality agreement with the party requesting
that the information be provided to the transition manager and the party to the
non-disclosure agreement has, in turn, entered into a non-disclosure or
confidentiality agreement with the transition manager.

     Other Entities. Pursuant to the Policy, the Fund or the Adviser may
disclose non-public portfolio holdings information to a third party who does not
fall within the pre-approved categories, and who are not executing
broker-dealers, shareholders receiving in-kind distributions, persons receiving
attribution analyses, or transition managers; however, prior to the receipt of
any non-public portfolio holdings information by such third party, the recipient
must have entered into a non-disclosure agreement and the disclosure arrangement
must have been approved by the PHRC and the Fund's Board of Trustees (or a
designated committee thereof). The PHRC will report to the Board of Trustees of
the Fund on a quarterly basis regarding any other approved recipients of
non-public portfolio holdings information.

     PHRC and Board of Trustees Oversight. The PHRC, which consists of executive
officers of the Fund and the Adviser, is responsible for overseeing and
implementing the Policy and determining how portfolio holdings information will
be disclosed on an ongoing basis. The PHRC will periodically review and has the
authority to amend the Policy as necessary. The PHRC will meet at least
quarterly to (among other matters):

     - address any outstanding issues relating to the Policy;

     - monitor the use of information and compliance with non-disclosure
       agreements by current recipients of portfolio holdings information;

     - review non-disclosure agreements that have been executed with prospective
       third parties and determine whether the third parties will receive
       portfolio holdings information;

     - generally review the procedures to ensure that disclosure of portfolio
       holdings information is in the best interests of Fund shareholders; and

                                       B-54


     - monitor potential conflicts of interest between Fund shareholders, on the
       one hand and those of the Adviser, the Distributor or affiliated persons
       of the Fund, the Adviser or the Distributor, on the other hand, regarding
       disclosure of portfolio holdings information.

The PHRC will regularly report to the Board of Trustees on the Fund's disclosure
of portfolio holdings information and the proceedings of PHRC meetings.

     Ongoing Arrangements of Portfolio Holdings Information. The Adviser and/or
the Fund have entered into ongoing arrangements to make available public and/or
non-public information about the Fund's portfolio holdings. The Fund currently
may disclose portfolio holdings information based on ongoing arrangements to the
following pre-authorized parties:




              NAME                INFORMATION DISCLOSED      FREQUENCY (1)            LAG TIME
              ----                ----------------------  -------------------   --------------------
                                                                       
SERVICE PROVIDERS
State Street Bank and Trust
  Company(*)....................  Full portfolio          Daily basis                   (2)
                                  holdings
Institutional Shareholder
  Services (ISS) (proxy voting
  agent) (*)....................  Full portfolio          Twice a month                 (2)
                                  holdings
FT Interactive Data Pricing
  Service Provider (*)..........  Full portfolio          As needed                     (2)
                                  holdings
Van Kampen Investor Services
  Inc. (*)......................  Full portfolio          As needed                     (2)
                                  holdings
David Hall (*)..................  Full portfolio          On a semi-annual              (3)
                                  holdings                and fiscal basis
Windawi(*)......................  Full portfolio          On a semi/annual              (3)
                                  holdings                fiscal basis
FUND RATING AGENCIES
Lipper (*)......................  Full portfolio          Monthly and           Approximately 1 day
                                  holdings                quarterly basis       after previous month
                                                                                end and
                                                                                approximately 30
                                                                                days after quarter
                                                                                end, respectively
Morningstar (**)................  Full portfolio          Quarterly basis       Approximately 30
                                  holdings                                      days after quarter
                                                                                end
Standard & Poor's (*)...........  Full portfolio          Monthly               As of previous month
                                  holdings                                      end
CONSULTANTS AND ANALYSTS
Arnerich Massena & Associates,
  Inc. (*)......................  Top Ten and Full        Quarterly basis (6)   Approximately 10-12
                                  portfolio holdings                            days after quarter
                                                                                end
Bloomberg (**)..................  Full portfolio          Quarterly basis       Approximately 30
                                  holdings                                      days after quarter
                                                                                end
Callan Associates (*)...........  Top Ten and Full        Monthly and           Approximately 10-12
                                  portfolio holdings      quarterly basis,      days after
                                                          respectively (6)      month/quarter end
Cambridge Associates (*)........  Top Ten and Full        Quarterly basis (6)   Approximately 10-12
                                  portfolio holdings                            days after quarter
                                                                                end



                                       B-55




              NAME                INFORMATION DISCLOSED      FREQUENCY (1)            LAG TIME
              ----                ----------------------  -------------------   --------------------
                                                                       
CTC Consulting, Inc. (**).......  Top Ten and Full        Quarterly basis       Approximately 15
                                  portfolio holdings                            days after quarter
                                                                                end and
                                                                                approximately 30
                                                                                days after quarter
                                                                                end, respectively
Credit Suisse First Boston
  (*)...........................  Top Ten and Full        Monthly and           Approximately 10-12
                                  portfolio holdings      quarterly basis,      days after
                                                          respectively (6)      month/quarter end
Evaluation Associates (*).......  Top Ten and Full        Monthly and           Approximately 10-12
                                  portfolio holdings      quarterly basis,      days after
                                                          respectively (6)      month/quarter end
Fund Evaluation Group (**)......  Top Ten portfolio       Quarterly basis       At least 15 days
                                  holdings (4)                                  after quarter end
Jeffrey Slocum & Associates
  (*)...........................  Full portfolio          Quarterly basis (6)   Approximately 10-12
                                  holdings (5)                                  days after quarter
                                                                                end
Hammond Associates (**).........  Full portfolio          Quarterly basis       At least 30 days
                                  holdings (5)                                  after quarter end
Hartland & Co. (**).............  Full portfolio          Quarterly basis       At least 30 days
                                  holdings (5)                                  after quarter end
Hewitt Associates (*)...........  Top Ten and Full        Monthly and           Approximately 10-12
                                  portfolio holdings      quarterly basis,      days after
                                                          respectively (6)      month/quarter end
Merrill Lynch (*)...............  Full portfolio          Monthly basis         Approximately 1 day
                                  holdings                                      after previous month
                                                                                end
Mobius (**).....................  Top Ten portfolio       Monthly basis         At least 15 days
                                  holdings (4)                                  after month end
Nelsons (**)....................  Top Ten holdings (4)    Quarterly basis       At least 15 days
                                                                                after quarter end
Prime Buchholz & Associates,
  Inc. (**).....................  Full portfolio          Quarterly basis       At least 30 days
                                  holdings(5)                                   after quarter end
PSN (**)........................  Top Ten holdings (4)    Quarterly basis       At least 15 days
                                                                                after quarter end
PFM Asset
  Management LLC (*)............  Top Ten and Full        Quarterly basis (6)   Approximately 10-12
                                  portfolio holdings                            days after quarter
                                                                                end
Russell Investment
  Group/Russell/ Mellon
  Analytical
  Services, Inc. (**)...........  Top Ten and Full        Monthly and           At least 15 days
                                  portfolio holdings      quarterly basis       after month end and
                                                                                at least 30 days
                                                                                after quarter end,
                                                                                respectively
Stratford Advisory
  Group, Inc. (*)...............  Top Ten portfolio       Quarterly basis (6)   Approximately 10-12
                                  holdings (7)                                  days after quarter
                                                                                end
Thompson Financial (**).........  Full portfolio          Quarterly basis       At least 30 days
                                  holdings (5)                                  after quarter end


                                       B-56




              NAME                INFORMATION DISCLOSED      FREQUENCY (1)            LAG TIME
              ----                ----------------------  -------------------   --------------------
                                                                       
Watershed Investment
  Consultants, Inc. (*).........  Top Ten and Full        Quarterly basis (6)   Approximately 10-12
                                  portfolio holdings                            days after quarter
                                                                                end
Yanni Partners (**).............  Top Ten portfolio       Quarterly basis       At least 15 days
                                  holdings (4)                                  after quarter end
PORTFOLIO ANALYTICS PROVIDER
  Fact Set (*)..................  Complete portfolio      Daily                 One day
                                  holdings


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

 (*) This entity has agreed to maintain Fund non-public portfolio holdings
     information in confidence and not to trade portfolio securities based on
     the non-public portfolio holdings information.

(**) The Fund does not currently have a non-disclosure agreement in place with
     this entity and therefore this entity can only receive publicly available
     information.

 (1) Dissemination of portfolio holdings information to entities listed above
     may occur less frequently than indicated (or not at all).

 (2) Information will typically be provided on a real time basis or as soon
     thereafter as possible.

 (3) As needed after the end of the semi-annual and/or annual period.

 (4) Full portfolio holdings will also be provided upon request from time to
     time on a quarterly basis, with at least a 30 day lag.

 (5) Top Ten portfolio holdings will also be provided upon request from time to
     time, with at least a 15 day lag.

 (6) This information will also be provided upon request from time to time.

 (7) Full portfolio holdings will also be provided upon request from time to
     time.

     The Fund may also provide Fund portfolio holdings information, as part of
its normal business activities, to persons who owe a duty of trust or confidence
to the Fund or the Adviser. These persons currently are (i) the Fund's
independent registered public accounting firm (as of the Fund's fiscal year end
and on an as needed basis), (ii) counsel to the Fund (on an as needed basis),
(iii) counsel to the independent trustees (on an as needed basis) and (iv)
members of the Board of Trustees (on an as needed basis).

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, One Lincoln Street, Boston, Massachusetts 02111, 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 Fund's independent registered public accounting
firm.

PROXY VOTING POLICY AND PROXY VOTING RECORD


     The Board of Trustees believes that the voting of proxies on securities
held by the Fund is an important element of the overall investment process. The
Board has delegated the day-to-day responsibility to the Adviser to vote such
proxies, pursuant to the Board approved Proxy Voting Policy, a copy of which is
currently in effect as of the date of this Statement of Additional Information
is attached hereto as Appendix A.


                                       B-57



     The Proxy Voting Policy is subject to change over time and investors
seeking the most current copy of the Proxy Voting Policy should go to our web
site at www.vankampen.com. The Fund's most recent proxy voting record filed with
the SEC is also available without charge on our web site at www.vankampen.com.
The Fund's proxy voting record is also available without charge on the SEC's web
site at www.sec.gov.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     An independent registered public accounting firm for the Fund performs 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 registered public accounting firm.

LEGAL COUNSEL

     Counsel to the Fund is Skadden, Arps, Slate, Meagher & Flom LLP.

                              FINANCIAL STATEMENTS


     The audited financial statements of the Fund are incorporated herein by
reference to the Annual Report to shareholders of the Fund dated August 31,
2007. The Annual Report may be obtained by following the instructions on the
cover of this Statement of Additional Information. The Annual Report is included
as part of the Fund's filing on Form N-CSR as filed with the SEC on October 30,
2007. The Annual Report may 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 (202) 551-8090. 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.


                                       B-58



               APPENDIX A -- MORGAN STANLEY INVESTMENT MANAGEMENT


                       PROXY VOTING POLICY AND PROCEDURES



I.POLICY STATEMENT



     Introduction -- Morgan Stanley Investment Management's ("MSIM") policy and
procedures for voting proxies ("Policy") with respect to securities held in the
accounts of clients applies to those MSIM entities that provide discretionary
investment management services and for which a MSIM entity has authority to vote
proxies. This Policy is reviewed and updated as necessary to address new and
evolving proxy voting issues and standards.



     The MSIM entities covered by this Policy currently include the following:
Morgan Stanley Investment Advisors Inc., Morgan Stanley AIP GP LP, Morgan
Stanley Investment Management Inc., Morgan Stanley Investment Management
Limited, Morgan Stanley Investment Management Company, Morgan Stanley Asset &
Investment Trust Management Co., Limited, Morgan Stanley Investment Management
Private Limited, Van Kampen Asset Management, and Van Kampen Advisors Inc. (each
an "MSIM Affiliate" and collectively referred to as the "MSIM Affiliates" or as
"we" below).



     Each MSIM Affiliate will use its best efforts to vote proxies as part of
its authority to manage, acquire and dispose of account assets. With respect to
the MSIM registered management investment companies (Van Kampen, Institutional
and Advisor Funds -- collectively referred to herein as the "MSIM Funds"), each
MSIM Affiliate will vote proxies under this Policy pursuant to authority granted
under its applicable investment advisory agreement or, in the absence of such
authority, as authorized by the Board of Directors/Trustees of the MSIM Funds.
An MSIM Affiliate will not vote proxies if the "named fiduciary" for an ERISA
account has reserved the authority for itself, or in the case of an account not
governed by ERISA, the investment management or investment advisory agreement
does not authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will vote
proxies in a prudent and diligent manner and in the best interests of clients,
including beneficiaries of and participants in a client's benefit plan(s) for
which the MSIM Affiliates manage assets, consistent with the objective of
maximizing long-term investment returns ("Client Proxy Standard"). In certain
situations, a client or its fiduciary may provide an MSIM Affiliate with a proxy
voting policy. In these situations, the MSIM Affiliate will comply with the
client's policy.



     Proxy Research Services -- Institutional Shareholder Services ("ISS") and
Glass Lewis (together with other proxy research providers as we may retain from
time to time, the "Research Providers") are independent advisers that specialize
in providing a variety of fiduciary-level proxy-related services to
institutional investment managers, plan sponsors, custodians, consultants, and
other institutional investors. The services provided include in-depth research,
global issuer analysis, and voting recommendations. While we may review and
utilize the recommendations of the Research Providers in making proxy voting
decisions, we are in no way obligated to follow such recommendations. In
addition to research, ISS provides vote execution, reporting, and recordkeeping.



     Voting Proxies for Certain Non-U.S. Companies -- Voting proxies of
companies located in some jurisdictions, particularly emerging markets, may
involve several problems that can restrict or prevent the ability to vote such
proxies or entail significant costs. These problems include, but are not limited
to: (i) proxy statements and ballots being written in a language other than
English; (ii) untimely and/or inadequate notice of shareholder meetings; (iii)
restrictions on the ability of holders outside the issuer's jurisdiction of
organization to exercise votes; (iv) requirements to vote proxies in person; (v)
the imposition of restrictions on the sale of the securities for a period of
time in proximity to the shareholder meeting; and (vi) requirements to provide
local agents with power of attorney to facilitate our voting instructions. As a
result, we vote clients' non-U.S. proxies on a best efforts basis only, after
weighing the costs and benefits of voting such proxies, consistent with the
Client Proxy Standard. ISS has been retained to provide assistance in connection
with voting non-U.S. proxies.


                                       A-1



II. GENERAL PROXY VOTING GUIDELINES



     To promote consistency in voting proxies on behalf of its clients, we
follow this Policy (subject to any exception set forth herein), including the
guidelines set forth below. These guidelines address a broad range of issues,
and provide general voting parameters on proposals that arise most frequently.
However, details of specific proposals vary, and those details affect particular
voting decisions, as do factors specific to a given company. Pursuant to the
procedures set forth herein, we may vote in a manner that is not in accordance
with the following general guidelines, provided the vote is approved by the
Proxy Review Committee and is consistent with the Client Proxy Standard. Morgan
Stanley AIP GP LP will follow the procedures as described in Appendix A.



     We endeavor to integrate governance and proxy voting policy with investment
goals and to follow the Client Proxy Standard for each client. At times, this
may result in split votes, for example when different clients have varying
economic interests in the outcome of a particular voting matter (such as a case
in which varied ownership interests in two companies involved in a merger result
in different stakes in the outcome). We also may split votes at times based on
differing views of portfolio managers, but such a split vote must be approved by
the Proxy Review Committee.



A. ROUTINE MATTERS. We generally support routine management proposals. The
following are examples of routine management proposals:



          - Approval of financial statements and auditor reports.



          - General updating/corrective amendments to the charter.



          - Most proposals related to the conduct of the annual meeting, with
            the following exceptions. We may oppose proposals that relate to
            "the transaction of such other business which may come before the
            meeting," and open-ended requests for adjournment. However, where
            management specifically states the reason for requesting an
            adjournment and the requested adjournment is necessary to permit a
            proposal that would otherwise be supported under this Policy to be
            carried out (i.e. an uncontested corporate transaction), the
            adjournment request will be supported. Finally, we generally support
            shareholder proposals advocating confidential voting procedures and
            independent tabulation of voting results.



B. BOARD OF DIRECTORS



     1. Election of directors:  In the absence of a proxy contest, we generally
        support the board's nominees for director except as follows:



             a. We withhold or vote against interested directors if the
                company's board does not meet market standards for director
                independence, or if otherwise we believe board independence is
                insufficient. We refer to prevalent market standards, generally
                as promulgated by a stock exchange or other authority within a
                given market (e.g., New York Stock Exchange or Nasdaq rules for
                most U.S. companies, and The Combined Code on Corporate
                Governance in the United Kingdom). Thus, for a NYSE company with
                dispersed ownership, we would expect that at a minimum a
                majority of directors should be independent as defined by NYSE.
                Non-independent directors under NYSE standards include an
                employee or an individual with an immediate family member who is
                an executive (or in either case was in such position within the
                previous three years). A director's consulting arrangements with
                the company, or material business relationships between the
                director's employer and the company, also impair independence.
                Market standards notwithstanding, we generally do not view long
                board tenure alone as a basis to classify a director as
                non-independent. Where we view market standards as inadequate,
                we may withhold votes based on stronger independence standards.


                                       A-2



             b.  Depending on market standards, we consider withholding support
                 from or voting against a nominee who is interested and who is
                 standing for election as a member of the company's
                 compensation, nominating or audit committees.



             c.  We consider withholding support or voting against a nominee if
                 we believe a direct conflict exists between the interests of
                 the nominee and the public shareholders. This includes
                 consideration for withholding support or voting against
                 individual board members or an entire slate if we believe the
                 board is entrenched and dealing inadequately with performance
                 problems, and/or with insufficient independence between the
                 board and management.



             d.  We consider withholding support from or voting against a
                 nominee standing for election if the board has not taken action
                 to implement generally accepted governance practices for which
                 there is a "bright line" test. In the context of the U.S.
                 market, these would include elimination of dead hand or slow
                 hand poison pills, requiring audit, compensation or nominating
                 committees to be composed of independent directors and
                 requiring a majority independent board.



             e.  We generally withhold support from or vote against a nominee
                 who has failed to attend at least 75% of board meetings within
                 a given year without a reasonable excuse.



             f.  We consider withholding support from or voting against a
                 nominee who serves on the board of directors of more than six
                 companies (excluding investment companies). We also consider
                 voting against a director who otherwise appears to have too
                 many commitments to serve adequately on the board of the
                 company.



     2. Board independence:  We generally support proposals requiring that a
        certain percentage (up to 66 2/3%) of the company's board members be
        independent directors, and promoting all-independent audit, compensation
        and nominating/governance committees.



     3. Board diversity:  We consider on a case-by-case basis proposals urging
        diversity of board membership with respect to social, religious or
        ethnic group.



     4. Majority voting:  We generally support proposals requesting or requiring
        majority voting policies in election of directors, so long as there is a
        carve-out for plurality voting in the case of contested elections.



     5. Proposals to elect all directors annually:  We generally support
        proposals to elect all directors annually at public companies (to
        "declassify" the Board of Directors) where such action is supported by
        the board, and otherwise consider the issue on a case-by-case basis.



     6. Cumulative voting:  We generally support proposals to eliminate
        cumulative voting (which provides that shareholders may concentrate
        their votes for one or a handful of candidates, a system that can enable
        a minority bloc to place representation on a board). Proposals to
        establish cumulative voting in the election of directors generally will
        not be supported.



     7. Separation of Chairman and CEO positions:  We vote on shareholder
        proposals to separate the Chairman and CEO positions and/or to appoint a
        non-executive Chairman based in part on prevailing practice in
        particular markets, since the context for such a practice varies. In
        many non-U.S. markets, we view separation of the roles as a market
        standard practice, and support division of the roles in that context.



     8. Director retirement age:  Proposals recommending set director retirement
        ages are voted on a case-by-case basis.



     9. Proposals to limit directors' liability and/or broaden indemnification
        of directors.  Generally, we will support such proposals provided that
        the officers and directors are eligible for indemnification and
        liability protection if they have acted in good faith on company
        business and were found innocent of any civil or criminal charges for
        duties performed on behalf of the company.


                                       A-3



C. CORPORATE TRANSACTIONS AND PROXY FIGHTS. We examine proposals relating to
mergers, acquisitions and other special corporate transactions (i.e., takeovers,
spin-offs, sales of assets, reorganizations, restructurings and
recapitalizations) on a case-by-case basis. However, proposals for mergers or
other significant transactions that are friendly and approved by the Research
Providers generally will be supported and in those instances will not need to be
reviewed by the Proxy Review Committee, where there is no portfolio manager
objection and where there is no material conflict of interest. We also analyze
proxy contests on a case-by-case basis.



D. CHANGES IN LEGAL AND CAPITAL STRUCTURE. We generally vote in favor of
management proposals for technical and administrative changes to a company's
charter, articles of association or bylaws. We review non-routine proposals,
including reincorporation to a different jurisdiction, on a case-by-case basis.



     1. We generally support the following:



          - Proposals that eliminate other classes of stock and/or eliminate
            unequal voting rights.



          - Proposals to increase the authorization of existing classes of
            common stock (or securities convertible into common stock) if: (i) a
            clear and legitimate business purpose is stated; (ii) the number of
            shares requested is reasonable in relation to the purpose for which
            authorization is requested; and (iii) the authorization does not
            exceed 100% of shares currently authorized and at least 30% of the
            new authorization will be outstanding.



          - Proposals to create a new class of preferred stock or for issuances
            of preferred stock up to 50% of issued capital.



          - Proposals to authorize share repurchase plans.



          - Proposals to reduce the number of authorized shares of common or
            preferred stock, or to eliminate classes of preferred stock.



          - Proposals to effect stock splits.



          - Proposals to effect reverse stock splits if management
            proportionately reduces the authorized share amount set forth in the
            corporate charter. Reverse stock splits that do not adjust
            proportionately to the authorized share amount generally will be
            approved if the resulting increase in authorized shares coincides
            with the proxy guidelines set forth above for common stock
            increases.



          - Proposals for higher dividend payouts.



     2. We generally oppose the following (notwithstanding management support):



          - Proposals that add classes of stock that would substantially dilute
            the voting interests of existing shareholders.



          - Proposals to increase the authorized number of shares of existing
            classes of stock that carry preemptive rights or supervoting rights.



          - Proposals to create "blank check" preferred stock.



          - Proposals relating to changes in capitalization by 100% or more.



E. TAKEOVER DEFENSES AND SHAREHOLDER RIGHTS



     1. Shareholder rights plans: We support proposals to require shareholder
        approval or ratification of shareholder rights plans (poison pills).



     2. Supermajority voting requirements: We generally oppose requirements for
        supermajority votes to amend the charter or bylaws, unless the
        provisions protect minority shareholders where there is a large
        shareholder. In line with this view, in the absence of a large
        shareholder we support reasonable shareholder proposals to limit such
        supermajority voting requirements.



     3. Shareholder rights to call meetings: We consider proposals to enhance
        shareholder rights to call meetings on a case-by-case basis.


                                       A-4



     4. Anti-greenmail provisions: Proposals relating to the adoption of
        anti-greenmail provisions will be supported, provided that the proposal:
        (i) defines greenmail; (ii) prohibits buyback offers to large block
        holders (holders of at least 1% of the outstanding shares and in certain
        cases, a greater amount, as determined by the Proxy Review Committee)
        not made to all shareholders or not approved by disinterested
        shareholders; and (iii) contains no anti-takeover measures or other
        provisions restricting the rights of shareholders.



F. AUDITORS. We generally support management proposals for selection or
ratification of independent auditors. However, we may consider opposing such
proposals with reference to incumbent audit firms if the company has suffered
from serious accounting irregularities, or if fees paid to the auditor for
non-audit-related services are excessive. Generally, to determine if non-audit
fees are excessive, a 50% test will be applied (i.e., non-audit-related fees
should be less than 50% of the total fees paid to the auditor). Proposals
requiring auditors to attend the annual meeting of shareholders will be
supported. We generally vote against proposals to indemnify auditors.



G. EXECUTIVE AND DIRECTOR REMUNERATION.



     1. We generally support the following proposals:



          - Proposals relating to director fees, provided the amounts are not
            excessive relative to other companies in the country or industry.



          - Proposals for employee stock purchase plans that permit discounts up
            to 15%, but only for grants that are part of a broad-based employee
            plan, including all non-executive employees.



          - Proposals for employee equity compensation plans and other employee
            ownership plans, provided that our research does not indicate that
            approval of the plan would be against shareholder interest. Such
            approval may be against shareholder interest if it authorizes
            excessive dilution and shareholder cost, particularly in the context
            of high usage ("run rate") of equity compensation in the recent
            past; or if there are objectionable plan design and provisions.



          - Proposals for the establishment of employee retirement and severance
            plans, provided that our research does not indicate that approval of
            the plan would be against shareholder interest.



     2. Blanket proposals requiring shareholder approval of all severance
        agreements will not be supported, but proposals that require shareholder
        approval for agreements in excess of three times the annual compensation
        (salary and bonus) generally will be supported.



     3. Proposals advocating stronger and/or particular pay-for-performance
        models will be evaluated on a case-by-case basis, with consideration of
        the merits of the individual proposal within the context of the
        particular company and its current and past practices.



     4. Proposals to U.S. companies that request disclosure of executive
        compensation in addition to the disclosure required by the Securities
        and Exchange Commission ("SEC") regulations generally will not be
        supported.



     5. We generally support proposals advocating reasonable senior executive
        and director stock ownership guidelines and holding requirements for
        shares gained in option exercises.



     6. Management proposals effectively to re-price stock options are
        considered on a case-by-case basis. Considerations include the company's
        reasons and justifications for a re-pricing, the company's competitive
        position, whether senior executives and outside directors are excluded,
        potential cost to shareholders, whether the re-pricing or share exchange
        is on a value-for-value basis, and whether vesting requirements are
        extended.



H. SOCIAL, POLITICAL AND ENVIRONMENTAL ISSUES. We consider proposals relating to
social, political and environmental issues on a case-by-case basis to determine
whether they will have a financial impact on shareholder value. However, we
generally vote against proposals requesting reports that are duplicative,
related to matters not material to the business, or that would impose
unnecessary or excessive costs. We may abstain

                                       A-5



from voting on proposals that do not have a readily determinable financial
impact on shareholder value. We generally oppose proposals requiring adherence
to workplace standards that are not required or customary in market(s) to which
the proposals relate.



I. FUND OF FUNDS. Certain Funds advised by an MSIM Affiliate invest only in
other MSIM Funds. If an underlying fund has a shareholder meeting, in order to
avoid any potential conflict of interest, such proposals will be voted in the
same proportion as the votes of the other shareholders of the underlying fund,
unless otherwise determined by the Proxy Review Committee.



III. ADMINISTRATION OF POLICY



     The MSIM Proxy Review Committee (the "Committee") has overall
responsibility for creating and implementing the Policy, working with an MSIM
staff group (the "Corporate Governance Team"). The Committee, which is appointed
by MSIM's Chief Investment Officer of Global Equities ("CIO"), consists of
senior investment professionals who represent the different investment
disciplines and geographic locations of the firm. Because proxy voting is an
investment responsibility and impacts shareholder value, and because of their
knowledge of companies and markets, portfolio managers and other members of
investment staff play a key role in proxy voting, although the Committee has
final authority over proxy votes.



     The Committee Chairperson is the head of the Corporate Governance Team, and
is responsible for identifying issues that require Committee deliberation or
ratification. The Corporate Governance Team, working with advice of investment
teams and the Committee, is responsible for voting on routine items and on
matters that can be addressed in line with these Policy guidelines. The
Corporate Governance Team has responsibility for voting case-by-case where
guidelines and precedent provide adequate guidance, and to refer other
case-by-case decisions to the Proxy Review Committee.



     The Committee will periodically review and have the authority to amend, as
necessary, the Policy and establish and direct voting positions consistent with
the Client Proxy Standard.



A. COMMITTEE PROCEDURES



     The Committee will meet at least monthly to (among other matters) address
any outstanding issues relating to the Policy or its implementation. The
Corporate Governance Team will timely communicate to ISS MSIM's Policy (and any
amendments and/or any additional guidelines or procedures the Committee may
adopt).



     The Committee will meet on an ad hoc basis to (among other matters): (1)
authorize "split voting" (i.e., allowing certain shares of the same issuer that
are the subject of the same proxy solicitation and held by one or more MSIM
portfolios to be voted differently than other shares) and/or "override voting"
(i.e., voting all MSIM portfolio shares in a manner contrary to the Policy); (2)
review and approve upcoming votes, as appropriate, for matters for which
specific direction has been provided in this Policy; and (3) determine how to
vote matters for which specific direction has not been provided in this Policy.



     Members of the Committee may take into account Research Providers'
recommendations and research as well as any other relevant information they may
request or receive, including portfolio manager and/or analyst research, as
applicable. Generally, proxies related to securities held in accounts that are
managed pursuant to quantitative, index or index-like strategies ("Index
Strategies") will be voted in the same manner as those held in actively managed
accounts, unless economic interests of the accounts differ. Because accounts
managed using Index Strategies are passively managed accounts, research from
portfolio managers and/or analysts related to securities held in these accounts
may not be available. If the affected securities are held only in accounts that
are managed pursuant to Index Strategies, and the proxy relates to a matter that
is not described in this Policy, the Committee will consider all available
information from the Research Providers, and to the extent that the holdings are
significant, from the portfolio managers and/or analysts.


                                       A-6



B. MATERIAL CONFLICTS OF INTEREST



     In addition to the procedures discussed above, if the Committee determines
that an issue raises a material conflict of interest, the Committee will request
a special committee to review, and recommend a course of action with respect to,
the conflict(s) in question ("Special Committee").



     The Special Committee shall be comprised of the Chairperson of the Proxy
Review Committee, the Chief Compliance Officer or his/her designee, a senior
portfolio manager (if practicable, one who is a member of the Proxy Review
Committee) designated by the Proxy Review Committee, and MSIM's relevant Chief
Investment Officer or his/her designee, and any other persons deemed necessary
by the Chairperson. The Special Committee may request the assistance of MSIM's
General Counsel or his/her designee who will have sole discretion to cast a
vote. In addition to the research provided by Research Providers, the Special
Committee may request analysis from MSIM Affiliate investment professionals and
outside sources to the extent it deems appropriate.



C. IDENTIFICATION OF MATERIAL CONFLICTS OF INTEREST



     A potential material conflict of interest could exist in the following
situations, among others:



     1. The issuer soliciting the vote is a client of MSIM or an affiliate of
        MSIM and the vote is on a material matter affecting the issuer.



     2. The proxy relates to Morgan Stanley common stock or any other security
        issued by Morgan Stanley or its affiliates except if echo voting is
        used, as with MSIM Funds, as described herein.



     3. Morgan Stanley has a material pecuniary interest in the matter submitted
        for a vote (e.g., acting as a financial advisor to a party to a merger
        or acquisition for which Morgan Stanley will be paid a success fee if
        completed).



If the Chairperson of the Committee determines that an issue raises a potential
material conflict of interest, depending on the facts and circumstances, the
Chairperson will address the issue as follows:



     1. If the matter relates to a topic that is discussed in this Policy, the
        proposal will be voted as per the Policy.



     2. If the matter is not discussed in this Policy or the Policy indicates
        that the issue is to be decided case-by-case, the proposal will be voted
        in a manner consistent with the Research Providers, provided that all
        the Research Providers have the same recommendation, no portfolio
        manager objects to that vote, and the vote is consistent with MSIM's
        Client Proxy Standard.



     3. If the Research Providers' recommendations differ, the Chairperson will
        refer the matter to the Committee to vote on the proposal. If the
        Committee determines that an issue raises a material conflict of
        interest, the Committee will request a Special Committee to review and
        recommend a course of action, as described above. Notwithstanding the
        above, the Chairperson of the Committee may request a Special Committee
        to review a matter at any time as he/she deems necessary to resolve a
        conflict.



D. PROXY VOTING REPORTING



     The Committee and the Special Committee, or their designee(s), will
document in writing all of their decisions and actions, which documentation will
be maintained by the Committee and the Special Committee, or their designee(s),
for a period of at least 6 years. To the extent these decisions relate to a
security held by a MSIM Fund, the Committee and Special Committee, or their
designee(s), will report their decisions to each applicable Board of
Trustees/Directors of those Funds at each Board's next regularly scheduled Board
meeting. The report will contain information concerning decisions made by the
Committee and Special Committee during the most recently ended calendar quarter
immediately preceding the Board meeting.


                                       A-7



     The Corporate Governance Team will timely communicate to applicable
portfolio managers and to ISS, decisions of the Committee and Special Committee
so that, among other things, ISS will vote proxies consistent with their
decisions.



     MSIM will promptly provide a copy of this Policy to any client requesting
it. MSIM will also, upon client request, promptly provide a report indicating
how each proxy was voted with respect to securities held in that client's
account.



     MSIM's Legal Department is responsible for filing an annual Form N-PX on
behalf of each MSIM Fund for which such filing is required, indicating how all
proxies were voted with respect to such Fund's holdings.



APPENDIX A



     The following procedures apply to accounts managed by Morgan Stanley AIP GP
LP ("AIP").



     Generally, AIP will follow the guidelines set forth in Section II of MSIM's
Proxy Voting Policy and Procedures. To the extent that such guidelines do not
provide specific direction, or AIP determines that consistent with the Client
Proxy Standard, the guidelines should not be followed, the Proxy Review
Committee has delegated the voting authority to vote securities held by accounts
managed by AIP to the Liquid Markets investment team and the Private Markets
investment team of AIP. A summary of decisions made by the investment teams will
be made available to the Proxy Review Committee for its information at the next
scheduled meeting of the Proxy Review Committee.



     In certain cases, AIP may determine to abstain from determining (or
recommending) how a proxy should be voted (and therefore abstain from voting
such proxy or recommending how such proxy should be voted), such as where the
expected cost of giving due consideration to the proxy does not justify the
potential benefits to the affected account(s) that might result from adopting or
rejecting (as the case may be) the measure in question.



Waiver of Voting Rights


For regulatory reasons, AIP may either 1) invest in a class of securities of an
underlying fund (the "Fund") that does not provide for voting rights; or 2)
waive 100% of its voting rights with respect to the following:



     1. Any rights with respect to the removal or replacement of a director,
        general partner, managing member or other person acting in a similar
        capacity for or on behalf of the Fund (each individually a "Designated
        Person," and collectively, the "Designated Persons"), which may include,
        but are not limited to, voting on the election or removal of a
        Designated Person in the event of such Designated Person's death,
        disability, insolvency, bankruptcy, incapacity, or other event requiring
        a vote of interest holders of the Fund to remove or replace a Designated
        Person; and



     2. Any rights in connection with a determination to renew, dissolve,
        liquidate, or otherwise terminate or continue the Fund, which may
        include, but are not limited to, voting on the renewal, dissolution,
        liquidation, termination or continuance of the Fund upon the occurrence
        of an event described in the Fund's organizational documents; provided,
        however, that, if the Fund's organizational documents require the
        consent of the Fund's general partner or manager, as the case may be,
        for any such termination or continuation of the Fund to be effective,
        then AIP may exercise its voting rights with respect to such matter.


                                       A-8


                           PART C: OTHER INFORMATION


ITEM 23. EXHIBITS.


         
 (a)(1)     First Amended and Restated Agreement and Declaration of
               Trust (36)
    (2)     First Certificate of Amendment (36)
    (3)     Second Certificate of Amendment (41)
    (4)     Fourth Amended and Restated Certificate of Designation (51)
    (5)     Third Certificate of Amendment to Declaration of Trust (53)
 (b)        Amended and Restated Bylaws (36)
 (c)(1)     Specimen Class A Shares Certificate (40)
    (2)     Specimen Class B Shares Certificate (40)
    (3)     Specimen Class C Shares Certificate (40)
    (4)     Specimen Class I Shares Certificate (49)
 (d)(1)     Investment Advisory Agreement (40)
    (2)     Amendment Number One to the Investment Advisory Agreement
               (52)
 (e)(1)     Amended and Restated Distribution and Service Agreement+
    (2)     Form of Dealer Agreement (47)
 (f)(1)     Form of Trustee Deferred Compensation Plan (43)
    (2)     Form of the Trustee Retirement Plan (43)
 (g)(1)(a)  Custodian Contract (40)
       (b)  Amendment dated May 24, 2001 to the Custodian Contract (46)
       (c)  Amendment dated October 3, 2005 to the Custodian Contract
               (52)
    (2)     Amended and Restated Transfer Agency and Service Agreement
               (53)
 (h)(1)     Data Access Services Agreement (38)
    (2)(a)  Fund Accounting Agreement (40)
       (b)  Amendment to Fund Accounting Agreement (47)
 (i)(1)     Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
               LLP (49)
    (2)     Consent of Skadden, Arps, Slate, Meagher & Flom LLP+
 (j)        Consent of Ernst & Young LLP+
 (k)        Not Applicable
 (l)        Not Applicable
 (m)(1)     Plan of Distribution pursuant to Rule 12b-1 (38)
    (2)     Form of Shareholder Assistance Agreement (38)
    (3)     Form of Administrative Services Agreement (38)
    (4)     Form of Shareholder Servicing Agreement (46)
    (5)     Amended and Restated Service Plan (46)
 (n)        Third Amended and Restated Multi-Class Plan (49)
 (p)(1)     Code of Ethics of the Investment Adviser and Distributor
               (53)
    (2)     Code of Ethics of the Fund (44)
 (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)+



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

(36) 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.

                                       C-1


(38) 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.

(40) 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.

(41) 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.

(43) 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.

(44) 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.

(46) Incorporated herein by reference to Post-Effective Amendment No. 46 to
     Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
     December 20, 2002.

(47) Incorporated herein by reference to Post-Effective Amendment No. 47 to
     Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
     December 19, 2003.

(49) Incorporated herein by reference to Post-Effective Amendment No. 49 to
     Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
     August 27, 2004.

(51) Incorporated herein by reference to Post-Effective Amendment No. 51 to
     Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
     December 29, 2004.

(52) Incorporated herein by reference to Post-Effective Amendment No. 52 to
     Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
     December 21, 2005.


(53) Incorporated herein by reference to Post-Effective Amendment No. 53 to
     Registrant's Registration Statement on Form N-1A, File No. 2-62115, filed
     December 20, 2006.


  + Filed herewith.

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 statutory
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, as amended (the
"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

                                       C-2


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, 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.

                                       C-3


     (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 Prospectuses and "Trustees and
Officers" and "Investment Advisory Agreement" in the Statement of Additional
Information for information regarding the business of Van Kampen Asset
Management (the "Adviser"). For information as to the business, profession,
vocation and employment of a substantial nature of each of the 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" in Part B of this Registration Statement or
    Exhibit (z)(2), none of such persons has any position or office with
    Registrant.

(c) Not applicable.

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 - Suite 100, PO Box 5555, Oakbrook
Terrace, Illinois 60181-5555, or at Van Kampen Investor Services Inc.,
Harborside Financial Center, Plaza 2, Jersey City, New Jersey 07303-0947, or at
the State Street Bank and Trust Company, 1776 Heritage Drive, North Quincy,
Massachusetts 02171; (ii) by the Adviser, will be maintained at its offices
located at 1 Parkview Plaza - Suite 100, PO Box 5555, 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 - Suite 100, P.O. Box
5555, 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 YIELD 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, 2007.


                                      VAN KAMPEN HIGH YIELD FUND

                                      By:       /s/ RONALD E. ROBISON
                                         ---------------------------------------
                                            Ronald E. Robison, President and
                                               Principal Executive Officer


     Pursuant to the requirements of the 1933 Act, this Amendment to the
Registration Statement has been signed on December 20, 2007 by the following
persons in the capacities indicated:





                     SIGNATURES                                            TITLES
                     ----------                                            ------
                                                    
Principal Executive Officer:
                /s/ RONALD E. ROBISON                  President and Principal Executive Officer
-----------------------------------------------------
                  Ronald E. Robison




Principal Financial Officer:

               /s/ STUART N. SCHULDT*                  Chief Financial Officer and Treasurer
-----------------------------------------------------
                  Stuart N. Schuldt




Trustees:

                 /s/ DAVID C. ARCH*                    Trustee
-----------------------------------------------------
                    David C. Arch




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




                  /s/ ROD DAMMEYER*                    Trustee
-----------------------------------------------------
                    Rod Dammeyer




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




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




                 /s/ HOWARD J KERR*                    Trustee
-----------------------------------------------------
                    Howard J Kerr




                 /s/ JACK E. NELSON*                   Trustee
-----------------------------------------------------
                   Jack E. Nelson




              /s/ HUGO F. SONNENSCHEIN*                Trustee
-----------------------------------------------------
                Hugo F. Sonnenschein




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




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



* Signed by Alice Gerstel pursuant to a power of attorney filed herewith.



                                                     December 20, 2007
                  /s/ ALICE GERSTEL
-----------------------------------------------------
                    Alice Gerstel
                  Attorney-in-Fact




                           VAN KAMPEN HIGH YIELD FUND

       INDEX TO EXHIBITS TO POST-EFFECTIVE AMENDMENT NO. 54 TO FORM N-1A

             AS SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION




 EXHIBIT
 NUMBER                               EXHIBIT
 -------                              -------
         
(e)(1)      Amended and Restated Distribution and Service Agreement
(i)(2)      Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(j)         Consent of Ernst & Young LLP
(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)